Ascendal Group Limited Group accounts (Group and Company)

COMPANY REGISTRATION NUMBER: 11249843

Ascendal Group Limited

Financial Statements

31 December 2024

Ascendal Group Limited

Financial Statements

Year ended 31 December 2024

Contents	Page

Strategic report	1

Directors' report	6

Independent auditor's report to the members	8

Consolidated statement of comprehensive income	12

Consolidated statement of financial position	13

Company statement of financial position	14

Consolidated statement of changes in equity	15

Company statement of changes in equity	16

Consolidated statement of cash flows	17

Notes to the financial statements	18

Ascendal Group Limited

Strategic Report

Year ended 31 December 2024

The directors present the strategic report for the year ended 31 December 2024.

Fair review of the business & key performance indicators

As holding entity of the group, Ascendal Group UK is responsible for the investment and administrative support to different companies, including a wide range of activities as accounting, controlling, legal assistance, planning, business development, etc. Additionally, the Group owns property which we run specific operational businesses. Considering this company is mostly a service provider to other companies and subsidiaries of Ascendal, the biggest cost is the value of subcontractors. It is important to note that Ascendal has no financial debt with external providers, except for the financing of assets and debt provided by its ultimate beneficial owner, through intercompany loans from Ascendal Holdings Limited, a company owned by Adam Leishman´s family trust. The consolidated performance of the Group exceeded 20m for the first time with an 18.3% increase on 2023 revenue. Overall Ascendal had a stronger year than 2023, with the excellent result achieved in Hong Kong and the exit of that contract, which generated significant returns for investors (investors will receive an almost 4x return on their money after the final deferred payments are made). However, despite strong contributions from Hong Kong, the USA, BMCO business units and the local bus operations of Whippet the group was pulled down by the exit in Punta Arenas at the end of the operating contract and the cost of bus repair work, as well as a dramatically underperforming Flix contract despite a renegotiated contract. As explained below these issues have now been dealt with and we expect 2025 to be a profitable year for Ascendal, having dealt with these challenging issues. As noted above Bravo Transport was sold in July 2024 after a successful turnaround of the business was achieved by Ascendal under an operating contract with investors. This was a substantial operation with Ascendal responsible for 5000 staff, 1700 buses and 1 million passengers a day. This was an incredibly successful venture with investors achieving approximately 4x return on their investment after the final deferred payment is paid. Ascendal took over management in January 2021 in the midst of covid, achieved full recovery of the business, completely overhauling the network, achieving a new 10 year franchise agreement with the Department of Transport of Hong Kong, the introduction of Hong Kong's first ever electric and hydrogen fuel cell double deck buses, the establishment of Bravo Media, which became one of the leading agencies in Hong Kong and many other achievements. We were also able to generate significant financial success in a business that had lost money for 5 consecutive years. In 2024 the revenues of Ascendal Cambridge grew substantially. At the end of 2024, the company was looking for options to fund additional vehicles to lease to Whippet´s operation for CPCA contracts and third parties with a robust opportunity pipeline in business development efforts. Additional growth is expected for 2025 in this business. Ascendal BMCO SPA completed its fourth-year leasing vehicles for public transport operations in Chile. Revenues grew in 2024 and the business has promising prospects as we see an aggressive transition to zero emission buses. The operation of the Public Transport Service in Punta Arenas were initially intended to last 3 years, from October 2020 to September 2023, as stated in the subsidy contract between the Ministry of Transport and Telecommunications (MTT) and Ascendal Punta Arenas. In August 2023, before the end of its initial term, the operation was extended for an additional year, until September 2024 and we further agreed to extend operations to 15th of November of 2024 upon request by the MTT.

However we declined to extend further or bid for the new contract due to the financial cap placed in the tender in our view being insufficient to operate in an environment of growing costs of fuel and maintenance, pressure from unions to increase wages well beyond inflation, extremely harsh operating conditions, limited skilled workers, penalties aggressively applied and late payment of subsidies. Since November 2024 onwards this operational company has no activity. During 2024 Whippet continued to focus on improving and stabilising on operational performance. Changes were made in the local bus fleet to move towards a standardised type and reducing the average fleet age, and significant resource was invested in driver recruitment and training. The resulting improved performance led to improved revenues. Whippet also worked closely with the Cambridgeshire and Peterborough Combined Authority (CPCA) to provide additional journeys on three routes operated in West Cambridgeshire, with a phased introduction leading to an uplift in both driver numbers and bus fleet in both September and December 2024.Patronage on Whippet's rural routes grew by 26% year-on-year compared with 2023, further strengthening passenger revenue alongside the growth of contract revenue. Whippet's Universal contract with the University of Cambridge continued to perform well, with nearly 6% growth in patronage in 2024 and high levels of passenger satisfaction. A number of initiatives were launched throughout the year, ensuring the route is well-connected with the community in Cambridge. The Flix partnership continued to underperform for most of the year despite renegotiations and a new contract starting and taking much management focus. Despite strong operation performance the financial elements underperformed and a post balance sheet decision was made to terminate the relationship with Flix which occurred in June 2025, significantly boosting financial performance of Whippet since that point. Ascendal Group LLC's U.S. operations delivered a strong year in 2024, with revenue increasing to nearly $6.5 million. This growth reflects not only the continued stability of our core business but also the successful execution of our expansion strategy. Profitability results were particularly encouraging, with operating income exceeding plan. This outperformance was driven by disciplined cost management, with a strong focus on maintenance oversight and expense control across all operations. The team effectively managed operating costs while sustaining high service standards. Key achievements included: - Revenue growth to nearly $6.5 million, with operating income outperforming expectations. - Launch of the first new U.S. contract in Davie, expanding the operating base and the introduction of cloud-based camera system to enhance safety and customer service. - Continued investment in leadership, developing the team to support growth opportunities in the U.S. market.

Principal risks and uncertainties

The bus industry continued to face uncertainty in the operating environment, although continued support from UK Government in the form of BSOG+ funding, and extensions to the national £2 fare cap scheme, were welcomed. Whippet secured a long-term energy deal to stabilise operating costs for the electric bus fleet and continues to put in place a range of cost control measures across the business to drive improved financial efficiencies. Recruitment, particularly of drivers and skilled engineers, remained a challenge in the region - as it did across much of the UK bus industry. However, Whippet tailored a range of staff incentives and put in place competitive pay grades to minimise the long-term risk to the business - resulting in staff retention being the highest it's been for many years. Whippet, and the senior team at Ascendal, maintained a strong relationship and level of engagement with the CPCA as plans continue to be put in place for a franchised bus network in the county. While 2024 results demonstrated resilience and growth, several risks remain relevant to ongoing performance. From a strategic perspective, 2024 confirmed that the U.S. market presents significant opportunities for Ascendal. The lessons learned from the Davie launch, including cost discipline, maintenance best practices, technology deployment, and proactive business development-will inform our approach to future opportunities. With momentum building, we are well-positioned to expand our presence, pursue additional contracts, and deliver sustainable results aligned with long-term Group objectives. Insurance, the team renewed insurance policies but at much higher rates than the previous year on the back of major weather events in Florida. The market remains challenging and risk assumption strategies may need to be implemented to reduce overall program costs. New risk heavy policies require additional investment in safety infrastructure. Market entry risks, expansion into new geographies carries operational start-up risks and requires disciplined execution. However, doing so is important to offset ongoing insurance renewal risks and costs. Operational cost pressures, including rising labor and aging fleets (maintenance costs) pose ongoing challenges that require vigilant management to sustain profitability. Technology integration, and the wider rollout of systems and other innovations require training, consistent system performance, and financial investment. Competitive environment, as we work to secure new opportunities, success depends on Ascendal's ability to differentiate through service quality, cost efficiency, and innovation. Insurance costs and limit requirements are a challenge that must be navigated.

Development and performance

Whippet sees strong growth in the Cambridgeshire bus market, having secured further contracts with the CPCA during 2025 and continued growth in patronage. The business fully supported the '£1 Tiger pass' scheme launched by CPCA in May 2024, providing reduced-price travel for young people across the region, which has proved exceptionally popular. Growth in concessionary pass holder travel was also strong, a trend that bucks what's being seen elsewhere in the bus industry and is reflective of improved performance and quality being delivered. We also see further potential for growth in the leisure market, with initiatives with local businesses and new seasonal routes both proving popular. The team remains focused on organic growth, bidding on contracts through the competitive procurement process that is widely used in the US market. This process includes the resource heavy process of submitting proposals in response to request for proposals (RFPs) that require the naming of management personnel, meeting insurance requirements, and startup capital/resources. To support this next phase of growth, Ascendal has placed increased focus on organizational readiness. Key investments are being made to build leadership bench strength, ensuring that operational and corporate management capacity keeps pace with expansion. Enhanced financial systems and reporting tools are being deployed to provide timely visibility into performance, support due diligence processes, and strengthen compliance. In parallel, operational processes have been standardized to allow for rapid mobilization of new contracts while maintaining quality and cost control. Collectively, these initiatives position Ascendal to execute on both larger-scale service opportunities and potential acquisitions, ensuring sustainable growth supported by a solid organizational foundation.

This report was approved by the board of directors on 30 September 2025 and signed on behalf of the board by:

A D Leishman

Director

Registered office:

2 Rowles Way

Buckingway Business Park

Swavesey

CB24 4UG

Ascendal Group Limited

Directors' Report

Year ended 31 December 2024

The directors present their report and the financial statements of the group for the year ended 31 December 2024 .

Directors

The directors who served the company during the year were as follows:

G Fleitlich
A D Leishman

Dividends

The directors do not recommend the payment of a dividend.

Employment of disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned, in the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The groups policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interest. Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

Events after the end of the reporting period

Particulars of events after the reporting date are detailed in note 31 to the financial statements.

Disclosure of information in the strategic report

Information regarding the risks and uncertainties of the business and future developments are disclosed within the Strategic Report.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Information regarding the risks and uncertainties of the business and future developments are disclosed within the Strategic Report. Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.

This report was approved by the board of directors on 30 September 2025 and signed on behalf of the board by:

A D Leishman

Director

Registered office:

2 Rowles Way

Buckingway Business Park

Swavesey

CB24 4UG

Ascendal Group Limited

Independent Auditor's Report to the Members of Ascendal Group Limited

Year ended 31 December 2024

Opinion

We have audited the financial statements of Ascendal Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We obtained an understanding of the Group and Parent Company's business, controls legal and regulatory frameworks, laws and regulations and assessed the susceptibility of the Group and Parent Company's financial statements to material misstatement from irregularities, including fraud, and instances of non-compliance with laws and regulations. We understood how the Group and Parent Company is complying with those frameworks by making enquiries of the management and those responsible for legal and compliance procedures. We corroborated enquiries through our review of board minutes and any correspondence received from regulatory bodies. We assessed the susceptibility of the Group and Parent Company's financial statements to material misstatement, including how fraud might occur by enquiring with management during the planning, fieldwork and completion phase of our audit. We considered the controls that the Group and Parent Company has established to address risks identified, or that otherwise prevent, deter and detect fraud and how management monitors those controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk including revenue recognition. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud or error. Based on this understanding we designed our audit procedures to detect irregularities, including fraud. Testing undertaken included making enquiries of the management; journal entry testing; review of bank letters and any correspondence received from regulatory bodies; reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Use of our report

This report is made solely to the company's members, as a body, in accordance with chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Terrence Bourne

(Senior Statutory Auditor)

For and on behalf of

Moore Kingston Smith LLP

Chartered accountants & statutory auditor

10 Orange Street

London

United Kingdom

WC2H 7DQ

30 September 2025

Ascendal Group Limited

Consolidated Statement of Comprehensive Income

Year ended 31 December 2024

		2024	2023
Note		£	£
Turnover	4	22,248,598	18,799,465

Cost of sales	( 14,685,566)	( 15,018,739)
	-------------	-------------
Gross profit	7,563,032	3,780,726

Administrative expenses		( 8,529,932)	( 5,714,421)
Other operating income	5	–	144,711
		------------	------------
Operating loss	6	( 966,900)	( 1,788,984)

Other interest receivable and similar income	10	42,385	30,424
Interest payable and similar expenses	11	( 1,174,329)	( 938,268)
		------------	------------
Loss before taxation		( 2,098,844)	( 2,696,828)

Tax on loss	12	( 85,770)	( 41,810)
		------------	------------
Loss for the financial year		( 2,184,614)	( 2,738,638)
		------------	------------

Fair value movements on cash flow hedging instruments	213,756	( 49,280)
Foreign currency retranslation	263,607	444,265
	---------	---------
Other comprehensive income for the year	477,363	394,985
	------------	------------
Total comprehensive income for the year	( 1,707,251)	( 2,343,653)
	------------	------------

All the activities of the group are from continuing operations.

Ascendal Group Limited

Consolidated Statement of Financial Position

31 December 2024

	2024	2023
Note	£	£

Fixed assets

Intangible assets	13	657,733	836,392
Tangible assets	14	7,326,934	8,723,369
		------------	------------
		7,984,667	9,559,761

Current assets

Stocks	16	17,268	19,579
Debtors	17	5,077,150	5,026,079
Cash at bank and in hand		1,364,370	2,401,855
		------------	------------
		6,458,788	7,447,513

Creditors: amounts falling due within one year	18	( 6,846,761)	( 6,544,199)
		------------	------------
Net current (liabilities)/assets		( 387,973)	903,314
		------------	-------------
Total assets less current liabilities		7,596,694	10,463,075

Creditors: amounts falling due after more than one year	19	( 16,470,486)	( 17,592,957)

Provisions	21	( 107,151)	( 143,810)
		-------------	-------------
Net liabilities		( 8,980,943)	( 7,273,692)
		-------------	-------------

Capital and reserves

Called up share capital	25	100	100
Hedging reserve	26	562,818	349,062
Profit and loss account	26	( 9,543,861)	( 7,622,854)
		------------	------------
Shareholders deficit		( 8,980,943)	( 7,273,692)
		------------	------------

These financial statements were approved by the board of directors and authorised for issue on 30 September 2025 , and are signed on behalf of the board by:

A D Leishman

Director

Company registration number: 11249843

Ascendal Group Limited

Company Statement of Financial Position

31 December 2024

	2024	2023
Note	£	£

Fixed assets

Tangible assets	14	4,649	7,380
Investments	15	3,320,242	3,322,923
		------------	------------
		3,324,891	3,330,303

Current assets

Debtors	17	4,043,328	3,441,289
Cash at bank and in hand		18,227	95,514
		------------	------------
		4,061,555	3,536,803

Creditors: amounts falling due within one year	18	( 2,304,041)	( 295,902)
		------------	------------
Net current assets		1,757,514	3,240,901
		------------	------------
Total assets less current liabilities		5,082,405	6,571,204

Creditors: amounts falling due after more than one year	19	( 11,687,810)	( 11,685,968)
		-------------	-------------
Net liabilities		( 6,605,405)	( 5,114,764)
		-------------	-------------

Capital and reserves

Called up share capital	25	100	100
Profit and loss account	26	( 6,605,505)	( 5,114,864)
		------------	------------
Shareholders deficit		( 6,605,405)	( 5,114,764)
		------------	------------

The loss for the financial year of the parent company was £ 1,490,641 (2023: £ 3,682,680 ).

These financial statements were approved by the board of directors and authorised for issue on 30 September 2025 , and are signed on behalf of the board by:

A D Leishman

Director

Company registration number: 11249843

Ascendal Group Limited

Consolidated Statement of Changes in Equity

Year ended 31 December 2024

		Called up share capital	Revaluation reserve	Hedging reserve	Profit and loss account	Total
		£	£	£	£	£
At 1 January 2023		100	914,552	398,342	( 6,243,033)	( 4,930,039)

Loss for the year					( 2,738,638)	( 2,738,638)
Other comprehensive income for the year:
	Fair value movements on cash flow hedging instruments	–	–	( 49,280)	–	( 49,280)
	Foreign currency retranslation	–	–	–	444,265	444,265
	Reclassification from revaluation reserve to profit and loss account	–	( 914,552)	–	914,552	–
		----	---------	---------	------------	------------
Total comprehensive income for the year		–	( 914,552)	( 49,280)	( 1,379,821)	( 2,343,653)

At 31 December 2023		100	–	349,062	( 7,622,854)	( 7,273,692)

Loss for the year					( 2,184,614)	( 2,184,614)
Other comprehensive income for the year:
	Fair value movements on cash flow hedging instruments	–	–	213,756	–	213,756
	Foreign currency retranslation	–	–	–	263,607	263,607
		----	---------	---------	------------	------------
Total comprehensive income for the year		–	–	213,756	( 1,921,007)	( 1,707,251)

		----	---------	---------	------------	------------
At 31 December 2024		100	–	562,818	( 9,543,861)	( 8,980,943)
		----	---------	---------	------------	------------

Ascendal Group Limited

Company Statement of Changes in Equity

Year ended 31 December 2024

	Called up share capital	Profit and loss account	Total
	£	£	£
At 1 January 2023	100	( 1,432,184)	( 1,432,084)

Loss for the year		( 3,682,680)	( 3,682,680)
	----	------------	------------
Total comprehensive income for the year	–	( 3,682,680)	( 3,682,680)

At 31 December 2023	100	( 5,114,864)	( 5,114,764)

Loss for the year		( 1,490,641)	( 1,490,641)
	----	------------	------------
Total comprehensive income for the year	–	( 1,490,641)	( 1,490,641)

	----	------------	------------
At 31 December 2024	100	( 6,605,505)	( 6,605,405)
	----	------------	------------

Ascendal Group Limited

Consolidated Statement of Cash Flows

Year ended 31 December 2024

	2024	2023
	£	£

Cash flows from operating activities

Loss for the financial year	( 2,184,614)	( 2,738,638)

Adjustments for:
Depreciation of tangible assets	1,293,703	1,156,410
Amortisation of intangible assets	188,514	80,907
Other interest receivable and similar income	( 42,385)	( 30,424)
Interest payable and similar expenses	1,174,329	938,268
Loss on disposal of tangible assets	–	14,552
Tax on loss	85,770	41,810
Other gains and losses	326,831	316,799

Changes in:
Stocks	2,311	27,069
Trade and other debtors	( 51,071)	( 638,274)
Trade and other creditors	( 592,825)	4,582,917
	------------	------------
Cash generated from operations	200,563	3,751,396

Interest paid	( 1,174,329)	( 938,268)
Interest received	42,385	30,424
	------------	------------
Net cash (used in)/from operating activities	( 931,381)	2,843,552
	------------	------------

Cash flows from investing activities

Purchase of tangible assets	( 224,099)	( 2,645,735)
Proceeds from sale of tangible assets	–	34,627
Purchase of intangible assets	( 9,855)	–
Acquisition of subsidiaries	–	( 1,127,791)
Cash upon acquisition of subsidiaries	–	170,128
	------------	------------
Net cash used in investing activities	( 233,954)	( 3,568,771)
	------------	------------

Cash flows from financing activities

Proceeds from borrowings	93,602	–
Repayments of borrowings	( 1,124,956)	( 1,105,744)
Proceeds from loans from group undertakings	1,575,444	2,887,555
Payments of finance lease liabilities	( 416,240)	( 210,834)
	------------	------------
Net cash from financing activities	127,850	1,570,977
	------------	------------

Net (decrease)/increase in cash and cash equivalents	( 1,037,485)	845,758
Cash and cash equivalents at beginning of year	2,401,855	1,556,097
	------------	------------
Cash and cash equivalents at end of year	1,364,370	2,401,855
	------------	------------

Ascendal Group Limited

Notes to the Financial Statements

Year ended 31 December 2024

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 2 Rowles Way, Buckingway Business Park, Swavesey, CB24 4UG. The group consists of Ascendal Group Limited and all of its subsidiaries and the group's share of its interests in jointly controlled entities.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued, and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of of contingent consideration that is probable and can be measured reliably and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted respectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment. Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill. The consolidated group financial statements consist of the financial statements of the parent company Ascendal Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group's share of its interests in joint ventures and associates. All financial statements are made up 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group. All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of impairment of the asset transferred. Entities in which the group holds an interest, and which are jointly controlled by the group and one or more other ventures under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies then group exercises a significant influence, are treated as associates.

Going concern

During the year group made an annual net loss after tax of £2.2m (2023: £2.7m). At the balance sheet date, the group had net current liabilities of £0.4m (2023: net current assets £0.9m). The group's transport operators continue to operate in a challenging operational and economic environment, particularly in the early part of the financial year ended 31 December 2024. During the year key members of Ascendal Group Limited carried out a strategic report of the groups transport operations, implementing changes to the operation structure, new operating contracts, and investment in new vehicles. The strategic team continue to review the group's operational needs during 2025 with the group continuing to show resilience within its finance and consulting operations. The directors have drawn up cash flow forecasts to December 2026 which reflect minimum contracted income growth on existing contracts, the impact on cash flow of expected contract renegotiations and also for known and anticipated changes in costs and capital expenditure to be incurred allowing for inflation. The assumptions used in preparing these forecasts have been sensitised in order to review the best- and worst-case scenarios. The cash flow forecasts and management information to date indicate that the group is expected to generate sufficient cash flow to allow the group to operate within current facilities for at least 12 months from the date of signing these financial statements. The Group's parent company has provided confirmation of their commitment to continue to provide financial support to the group as required, for a period being at least 12 months from the date of approval of these financial statements. While there can be no certainty over the assumptions made in preparing the cash flow forecasts, based on the above the directors have prepared the financial statements on the going concern basis.

Disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:

(a) Disclosures in respect of each class of share capital have not been presented.

(b) No cash flow statement has been presented for the company.

(c) Disclosures in respect of financial instruments have not been presented.

(d) No disclosure has been given for the aggregate remuneration of key management personnel.

Consolidation

The financial statements consolidate the financial statements of Ascendal Group Limited and all of its subsidiary undertakings.

The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes.

The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant judgements The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: Forecasting and assumptions underlying the directors' going concern review The directors have prepared various forecasts to assess the group's ability to continue as a going concern. This includes an assessment of the likelihood of the renewal of the group's contracts to provide services and the revenue which will be generated from these contracts, as well as assumptions over the continuing availability of finance, both externally and internally generated, and the associated repayment dates for these facilities. The assumptions used by the directors in preparing the forecasts are based on the best sources of available information at the point of review, however if there is a change in the factors used to prepare the forecasts, there may be a change in the timing of the various cash flows. Key sources of estimation uncertainty Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: Useful economic lives The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual value of the assets. The economic useful lives and residual values are re-assessed on an annual basis. They are amended when necessary to reflect the current estimates, based on future investments, technological advancements and the physical condition of the assets. The tangible fixed asset note to these financial statements sets out the carrying value of the property, plant and equipment. The accounting policy for tangible fixed assets shows the useful economic life for each class of asset. Impairment of assets Intangible and tangible assets, along with certain current assets, are reviewed in order to consider if there are indicators of impairment. The recoverable amount of the asset is assessed by reference to the net present value of the expected future cash flows of the relevant cash generating unit, or its net realisable value if this is higher. The discount rate used in determining the present value of future cash flows is based on an estimated weighted average cost of capital, adjusted to reflect the specific risks associated with the cash generating unit. Forecasts of cash flows for this purpose are consistent with management's plans and forecasts. Both the forecast of future cash flows and the estimation of the discount rate involve a significant degree of judgement. Actual results can differ from those assumed and there can be no assurance that the assumptions used will hold true.

Revenue recognition

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. The group has two principal revenue streams. Bus services Bus services comprise on-bus revenue which is recognised in the period which the bus service was provided. Consultancy income Consultancy income is recognised in line with the terms of the contract and at the point at which the company has satisfied the relevant terms of the contract so as to be entitled to the income. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account. The results of overseas operations are translated at the average rates of exchange during the period. Balance sheets are translated using the rates ruling at the balance sheet date. Exchange differences arising are recognised in other comprehensive income. Exchange differences are recognised in profit or loss in the period which they arise, except for: - Exchange difference on transactions entered into to hedge certain foreign currency risks; and - Exchange differences arising on gains or losses on non-monetary items which are recognised in other comprehensive income.

Operating leases

Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

Goodwill

Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.

Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

Goodwill	-	5 years straight line
Software	-	5 years straight line

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Freehold property	-	50 years straight line
Motor vehicles	-	3 - 15 years straight line
Equipment	-	4 - 15 years straight line

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

Investments in associates

Investments in associates are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate.

Investments in joint ventures

Investments in joint ventures are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the joint venture.

Impairment of fixed assets

At each reporting date, the group reviews the carrying amounts of its tangible fixed and intangible fixed assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit in which the asset belongs. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in brining in the stocks to their present location and condition. Stocks held for distribution at no nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential. At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to completed and sell is recognised as an impairment loss in profit or loss. Reversals of impairment are also recognised in profit or loss.

Finance leases and hire purchase contracts

Assets held under finance leases and hire purchase contracts are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset. Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.

Government grants

Government grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received. Government grants are recognised using the accrual model and the performance model. Under the accrual model, government grants relating to revenue are recognised on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate. Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs are recognised in income in the period in which it becomes receivable. Grants relating to assets are recognised in income on a systematic basis over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income and not deducted from the carrying amount of the asset. Under the performance model, where the grant does not impose specified future performance-related conditions on the recipient, it is recognised in income when the grant proceeds are received or receivable. Where the grant does impose specified future performance-related conditions on the recipient, it is recognised in income only when the performance-related conditions have been met. Where grants received are prior to satisfying the revenue recognition criteria, they are recognised as a liability.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Hedge accounting

The group designates certain hedging instruments, including derivatives, as either fair value hedges or cash flow hedges. Cash flow hedges The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss and is included in the 'other gains and losses' line in this item. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item is recognised in the profit and loss in the same line of the income statement as the recognised hedged item. However when the forecast transaction that is hedged results in the recognition of a non-financial asset or liability, the gains and losses previously accumulated in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability concerned.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4. Turnover

Turnover arises from:

	2024	2023
	£	£
Bus and related revenue	16,249,955	15,722,319
Consultancy	5,998,643	3,077,146
	-------------	-------------
	22,248,598	18,799,465
	-------------	-------------

The turnover is attributable to the one principal activity of the group. An analysis of turnover by the geographical markets that substantially differ from each other is given below:

	2024	2023
	£	£
United Kingdom	10,345,958	8,361,433
USA	5,224,289	2,072,253
Chile	5,903,997	7,360,886
Hong Kong	774,354	1,004,893
	-------------	-------------
	22,248,598	18,799,465
	-------------	-------------

5. Other operating income

	2024	2023
	£	£
Government grant income	–	144,711
	----	---------

6. Operating loss

Operating profit or loss is stated after charging:

	2024	2023
	£	£
Amortisation of intangible assets	188,514	80,907
Depreciation of tangible assets	1,293,703	1,156,410
Loss on disposal of tangible assets	–	14,552
Foreign exchange differences	371,398	375,141
Operating lease charges	928,675	1,458,952
	------------	------------

7. Auditor's remuneration

	2024	2023
	£	£
Fees payable for the audit of the financial statements	67,500	129,660
	--------	---------

Fees payable to the company's auditor and its associates for other services:

Taxation compliance services	8,500	8,500
Other non-audit services	–	39,350
	--------	---------
	8,500	47,850
	--------	---------

8. Staff costs

The average number of persons employed by the group during the year, including the directors, amounted to:

	2024	2023
	No.	No.
	355	340
	----	----

The aggregate payroll costs incurred during the year, relating to the above, were:

	2024	2023
	£	£
Wages and salaries	10,180,860	7,869,212
Social security costs	738,115	613,586
Other pension costs	77,827	70,988
	-------------	------------
	10,996,802	8,553,786
	-------------	------------

The average number of persons employed by the company during the year, including the directors and key management personnel, amounted to 3 (2023: 3).

9. Directors' remuneration

The directors' aggregate remuneration in respect of qualifying services was:

	2024	2023
	£	£
Remuneration	105,000	100,000
Company contributions to defined contribution pension plans	3,150	3,000
	---------	---------
	108,150	103,000
	---------	---------

10. Other interest receivable and similar income

	2024	2023
	£	£
Interest on bank deposits	40,709	30,424
Other interest receivable and similar income	1,676	–
	--------	--------
	42,385	30,424
	--------	--------

11. Interest payable and similar expenses

	2024	2023
	£	£
Interest on banks loans and overdrafts	190,018	230,471
Interest on obligations under finance leases and hire purchase contracts	281,254	148,948
Other interest payable and similar charges	703,057	558,849
	------------	---------
	1,174,329	938,268
	------------	---------

12. Tax on loss

Major components of tax expense

	2024	2023
	£	£
Adjustments in respect of prior periods	122,429	–

Deferred tax:

Origination and reversal of timing differences	( 36,659)	41,810
	---------	--------
Tax on loss	85,770	41,810
	---------	--------

The group has tax losses carried forward of £10,098,791 (2023: £7,981,410) and therefore there is a potential deferred tax asset of £2,524,698 at the year-end (2023: £1,516,468).

Reconciliation of tax expense

The tax assessed on the loss on ordinary activities for the year is lower than (2023: higher than) the standard rate of corporation tax in the UK of 25 % (2023: 19 %).

	2024	2023
	£	£
Loss on ordinary activities before taxation	( 2,098,844)	( 2,696,828)
	------------	------------
Loss on ordinary activities by rate of tax	524,711	( 512,396)
Effect of expenses not deductible for tax purposes	697	22,337
Effect of capital allowances and depreciation	( 90,291)	( 54,951)
Unused tax losses	( 435,117)	545,010
Effect of overseas tax rates	122,429	–
Deferred taxation	( 36,659)	41,810
	------------	------------
Tax on loss	85,770	41,810
	------------	------------

13. Intangible assets

Group	Goodwill	Software	Total
	£	£	£
Cost
At 1 January 2024	915,272	45,092	960,364
Additions	–	9,855	9,855
	---------	--------	---------
At 31 December 2024	915,272	54,947	970,219
	---------	--------	---------
Amortisation
At 1 January 2024	78,880	45,092	123,972
Charge for the year	187,967	547	188,514
	---------	--------	---------
At 31 December 2024	266,847	45,639	312,486
	---------	--------	---------
Carrying amount
At 31 December 2024	648,425	9,308	657,733
	---------	--------	---------
At 31 December 2023	836,392	–	836,392
	---------	--------	---------

Company	Software
	£
Cost
At 1 January 2024 and 31 December 2024	12,113
	--------
Amortisation
At 1 January 2024 and 31 December 2024	12,113
	--------
Carrying amount
At 1 January 2024 and 31 December 2024	–
	--------
At 31 December 2023	–
	--------

14. Tangible assets

Group	Freehold property	Motor vehicles	Equipment	Total
	£	£	£	£
Cost
At 1 January 2024	2,500,000	9,236,117	249,059	11,985,176
Additions	–	223,635	464	224,099
Exchange adjustments	–	( 317,238)	( 20,609)	( 337,847)
	------------	------------	---------	-------------
At 31 December 2024	2,500,000	9,142,514	228,914	11,871,428
	------------	------------	---------	-------------
Depreciation
At 1 January 2024	37,500	3,101,991	122,316	3,261,807
Charge for the year	45,833	1,191,920	55,950	1,293,703
Exchange adjustments	–	( 8,709)	( 2,307)	( 11,016)
	------------	------------	---------	-------------
At 31 December 2024	83,333	4,285,202	175,959	4,544,494
	------------	------------	---------	-------------
Carrying amount
At 31 December 2024	2,416,667	4,857,312	52,955	7,326,934
	------------	------------	---------	-------------
At 31 December 2023	2,462,500	6,134,126	126,743	8,723,369
	------------	------------	---------	-------------

Company	Equipment
	£
Cost
At 1 January 2024	25,834
Additions	464
	--------
At 31 December 2024	26,298
	--------
Depreciation
At 1 January 2024	18,454
Charge for the year	3,195
	--------
At 31 December 2024	21,649
	--------
Carrying amount
At 31 December 2024	4,649
	--------
At 31 December 2023	7,380
	--------

15. Investments

The group has no investments.

Company	Shares in group undertakings
	£
Cost
At 1 January 2024	3,322,923
Disposals	( 2,681)
	------------
At 31 December 2024	3,320,242
	------------
Impairment
At 1 January 2024 and 31 December 2024	–
	------------

Carrying amount
At 31 December 2024	3,320,242
	------------
At 31 December 2023	3,322,923
	------------

Subsidiaries, associates and other investments

Details of the investments in which the parent company has an interest of 20% or more are as follows:

	Registered office	Class of share	Percentage of shares held
Subsidiary undertakings
Whippet Coaches Limited	England & Wales	Ordinary	100
Ascendal Cambridge BMCO Limited	England & Wales	Ordinary	100
Westbourne Village Limited	England & Wales	Ordinary	100
Ascendal Finance Limited	England & Wales	Ordinary	100
Ascendal Group Chile SpA	Chile	Ordinary	100
Ascendal Punta Arenas SpA	Chile	Ordinary	100
Ascendal BMCO SpA	Chile	Ordinary	100
Ascendal Group LLC	USA	Ordinary	100
Ascendal Mobility Inc	USA	Ordinary	100
Transitions Commute Solutions LLC	USA	Ordinary	100

The following investments are indirectly held by the company, Ascendal BMCO SpA, Ascendal Punta Arenas SpA, Ascendal Mobility Inc and Transitions Commute Solutions LLC. During the year the company disposed of its shares is Ascendal Mexico S de RI de CV and Slater SL. The company Slater SL was dissolved during the year to 31 December 2024.

16. Stocks

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Finished goods and goods for resale	17,268	19,579	–	–
	--------	--------	----	----

17. Debtors

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Trade debtors	1,340,410	1,025,141	14,100	7,855
Amounts owed by group undertakings	–	–	3,121,536	2,028,213
Amounts owed by undertakings in which the company has a participating interest	193,850	187,550	193,850	187,550
Prepayments and accrued income	1,908,860	1,416,768	93,436	54,226
Derivative financial assets	770,181	478,167	–	–
Other debtors	863,849	1,918,453	620,406	1,163,445
	------------	------------	------------	------------
	5,077,150	5,026,079	4,043,328	3,441,289
	------------	------------	------------	------------

Included within group debtors of £5,077,150 (2023: £5,026,079) are the following amounts which are falling due after more than one year: Derivative financial instruments £770,181 (2023: £478,167), Other debtors £2,924 (2023: £3,253), Prepayments and accrued income £nil (2023: £41,705). Included with company debtors are long term inter-company balances totalling £3,121.536 falling due after more than one year.

18. Creditors: amounts falling due within one year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Bank loans and overdrafts	848,264	837,271	–	–
Trade creditors	1,359,140	2,588,619	90,605	119,024
Amounts owed to group undertakings	–	–	2,039	–
Accruals and deferred income	471,509	661,242	170,279	147,668
Social security and other taxes	109,217	325,682	7,446	23,503
Obligations under finance leases and hire purchase contracts	396,853	379,178	–	–
Other borrowings	3,258,710	1,217,405	2,020,790	–
Wages and salaries control	162	151,085	–	–
Other creditors	402,906	383,717	12,882	5,707
	------------	------------	------------	---------
	6,846,761	6,544,199	2,304,041	295,902
	------------	------------	------------	---------

Included within other borrowings of £3,258,710 are loans from related parties totalling £2,020,798. The loans from related parties are detailed in note 32 - Related party transactions.

19. Creditors: amounts falling due after more than one year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Bank loans and overdrafts	2,806,714	3,497,112	–	–
Obligations under finance leases and hire purchase contracts	1,975,962	2,409,877	–	–
Other borrowings	11,687,810	11,685,968	11,687,810	11,685,968
	-------------	-------------	-------------	-------------
	16,470,486	17,592,957	11,687,810	11,685,968
	-------------	-------------	-------------	-------------

Bank loans represent an initial loan facility of USD 7.5m for a period of 96 months which is payable in 15 instalments of USD 610,765. The loan attracts interest of 5.0076% per annum. This loan was taken out by Ascendal BMCO Chile SpA to finance the acquisition of 70 buses. The loans from related parties are detailed in note 32 - related party transactions.

20. Finance leases and hire purchase contracts

The total future minimum lease payments under finance leases and hire purchase contracts are as follows:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Not later than 1 year	634,237	660,451	–	–
Later than 1 year and not later than 5 years	1,902,493	2,156,364	–	–
Later than 5 years	707,202	1,126,935	–	–
	------------	------------	----	----
	3,243,932	3,943,750	–	–
Less: future finance charges	( 871,117)	( 1,154,695)	–	–
	------------	------------	----	----
Present value of minimum lease payments	2,372,815	2,789,055	–	–
	------------	------------	----	----

Finance lease payments represent rentals payable by the group for certain items held within motor vehicles. Leases include purchase options at the end of the lease period, no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

21. Provisions

Group	Deferred tax (note 22)
	£
At 1 January 2024	143,810
Additions	( 36,659)
	---------
At 31 December 2024	107,151
	---------

The company does not have any provisions.

22. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Included in provisions (note 21)	107,151	143,810	–	–
	---------	---------	----	----

The deferred tax account consists of the tax effect of timing differences in respect of:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Accelerated capital allowances	( 590,470)	( 832,139)	–	–
Fair value adjustment of financial assets	–	( 129,105)	–	–
Unused tax losses	483,319	816,470	–	–
Other timing differences	–	964	–	–
	---------	---------	----	----
	(107,151)	(143,810)	–	–
	---------	---------	----	----

23. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 77,827 (2023: £ 70,988 ).

24. Government grants

The amounts recognised in the financial statements for government grants are as follows:

Group		Company
2024	2023	2024	2023
£	£	£	£

Recognised in other operating income:

Government grants recognised directly in income	–	144,711	–	–
	----	---------	----	----

25. Called up share capital

Issued, called up and fully paid

	2024		2023
	No.	£	No.	£
Ordinary shares of £ 1 each	100	100	100	100
	----	----	----	----

26. Reserves

Revaluation reserve - This reserve records the value of asset revaluations and fair value movements on assets recognised in other comprehensive income. Hedging reserve - This reserve arises from the application of hedge accounting with certain financial assets and liabilities carried at fair value. The financial obligation is hedged and will be transferred to results either at the end of the term of the contracts or when the item no longer meets the criteria to qualify as an accounting hedge. Profit and loss account - This reserve records retained earnings and accumulated losses.

27. Hedging reserve

The following movements on the hedging reserve are included within hedging reserve in the statement of changes in equity:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
At start of year	349,062	398,342	–	–
Fair value movements on cash flow hedging instruments	213,756	( 49,280)	–	–
	---------	---------	----	----
At end of year	562,818	349,062	–	–
	---------	---------	----	----

28. Analysis of changes in net debt

	At 1 Jan 2024	Cash flows	At 31 Dec 2024
	£	£	£
Cash at bank and in hand	2,401,855	(1,037,485)	1,364,370
Debt due within one year	(1,216,449)	(28,668)	(1,245,117)
Debt due after one year	(5,906,989)	1,124,313	(4,782,676)
	------------	------------	------------
	( 4,721,583)	58,160	( 4,663,423)
	------------	------------	------------

Ascendal Group Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2024

29. Operating leases

The total future minimum lease payments under non-cancellable operating leases are as follows:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Not later than 1 year	2,381,457	829,726	–	–
Later than 1 year and not later than 5 years	7,170,897	2,779,874	–	–
Later than 5 years	2,877,682	1,497,024	–	–
	-------------	------------	----	----
	12,430,036	5,106,624	–	–
	-------------	------------	----	----

30. Future financial commitments

In September 2021, Ascendal Group Limited (the parent company of Westbourne Village Limited), Westbourne Village Limited and Tower Transit Operations Limited entered into a Novation Agreement in which rights and obligations under the original contract were novated from Ascendal Group Limited to Westbourne Village Limited. The contract provides Westbourne Village Limited with the option to purchase freehold interest in a property known as part of the Westbourne Park Bus Garage, Great Western Road, once certain conditions are met. As part of the ongoing strategic review, the exercise of this option is being considered in the context of the revised development vision centered on a mixed use development, in an area which continues to attract strong interest from investors and stakeholders alike.

31. Events after the end of the reporting period

On 10 March 2023, Westbourne Village Limited (WVL) and its parent company, Ascendal Group Limited , en tered into a Conditional Share Subscription Agreement with one joint venture party and an investor relating to the funding and subscription of shares in WVL . The agreement, which committed Ascendal Group Limited to fund £1.625m of WVL's development costs subject to certain milestones, was subsequently terminated on 28 July 2025. Following this termination, Ascendal Group Limited have entered constructive discussions aimed at reshaping the vision for the property. The new strategy under consideration places a particular focus on the delivery of high-quality mixed use development, reflecting strong demand in the sector, and aligning with wider regeneration opportunities. Investor appetite for this remains robust, supported by positive market fundamentals, and discussions are ongoing to establish a framework for future funding, development management and planning consents to enable the project to move forward.

32. Related party transactions

Company

Amounts owed to related parties Shareholder loans i) Loan 1 has a maximum facility of £12m. The total amount of drawdown at the balance sheet date is £11,687,802 (2023: £9.611.340). £1,575,444 was drawndown on this facility in the year ended 31 December 2024 (2023: total drawdowns of £1,270,000). Interest is charged at the Sterling Overnight Index Average plus 0.25% per annum and is wrapped up into the loan balance. Total interest of £501,786 (2023: £398,717) was accrued in the year. At the balance sheet date, the loan had a maturity date of 31 December 2033. The loan converts into ordinary shares in Ascendal Group Limited at the maturity date and such conversion satisfies and discharges all obligations for the company under the loan agreement. ii) Loan 2 has a maximum facility of AUD 3.56m. The total amount drawndown at the balance sheet date in the equivalent of £2,020,798 (2023: £2,074,628). There were no drawdowns on this facility during the year ended 31 December 2024 (2023: total drawdowns £nil). Interest was charged at an agreed market rate of interest based on the primary loan agreement between the lender and the ultimate loan provider and is wrapped up into the loan balance. Total interest of £102,425 (2023: £106,579) accrued in the year. At the balance sheet date, the loan had a maturity date of 31 August 2025 and hence this loan has been included in creditors: due within one year. The loan converts into ordinary shares in Ascendal Group Limited at the maturity date and such conversion satisfies and discharges all obligations for the company under the loan agreement. iii) Loan 3 has a maximum facility of USD 1.55m. The total amount drawndown at the balance sheet date is equivalent to £1,237,920 (2023: £1,217,405). There are no terms with regards to interest or repayment of the loan. The loan has therefore been disclosed within creditors due within one year. Amounts owed by related parties Ayr Projects Limited in an entity under joint control. At the year end, the balance owed to Ascendal Group Limited was £193,850 (2023: £187,550) while Ascendal Group Limited owed Ayr Projects £204,078 (2023: £204,078). Director transactions As at the year-end there was a balance owed from the director, A D Leishman , of £7,240 (2023: £16,860).