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

On 28 February 2025, the controlling interest of the company was acquired by First Bus Holdings Limited and changed its name from RATP DEV Transit London Ltd to First Bus London Limited. Since 28 February 2025, the company and its subsidiary are considered to be wholly owned subsidiary of FirstGroup plc and part of the Bus division of FirstGroup plc.

The Company's principal activity is that of a holding company for the subsidiaries set out in note 8 and providing financial and support services to its subsidiaries. There have not been any significant changes in the Company's principal activities in the period under review. The Directors are not aware, at the date of this report, of any likely major changes in the company's activities in the next year.

Loss before taxation during period was £197,000 (2023: £796,000).

The Company is not materially exposed to financial risks: its principal financial risk is the interest rate on its revolving facility with its bankers which is based upon SONIA. The Directors review financial risks regularly in accordance with group policies.

Due to the nature of the Company being a holding company, the profitability of its subsidiaries is a risk. The Company received management fees from all its subsidiaries, but is not expecting to receive any dividend income during 2024. The Directors manage this risk by working closely with the subsidiaries in developing their respond to the short and medium term challenges faced and by working with its parent companies.

The Company’s subsidiaries run services on behalf of Transport for London (TfL), the nature of which leaves the revenue risk with the customer and not the operator. The Directors manage this risk by working closely with TfL and enhancing operating procedures accordingly.

The Company is mitigating any risks to its staff, customers and supply chain through planning and risk management.

The Company continues to closely monitor the impact of the Ukrainian-Russian war on supply chains and energy costs. The conflict has created inflationary impacts on diesel and electricity supplies which have increased the Company’s cost base. While some of this exposure to fuel price fluctuation is indexed in the bus contracts with TfL, the Company also mitigates a portion of the risk through forward hedging contracts and forward purchases.

On behalf of the board

The Directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the Company is that of a holding company.

The results for the year are set out on page 8.

On 31 December 2024, the company issued 2 A Ordinary shares of £1 to RATP DEV UK LTD for a consideration of £125,200,000. This was paid via the loan capitalisation.

No ordinary dividends were paid (2023: £nil). The Directors do not recommend payment of a final dividend (2023: £nil).

The present membership of the Board is set out on company information page. The directors who served during the period and to the date of signature of the financial statements were:

The previous secretary of the company was G Fabre (resigned 28 February 2025).

The registered office of the company changed to 8th Floor The Point, 37 Wharf Road, London, W2 1AF on 28 February 2025.

The Company has made qualifying third party indemnity provisions for the benefit of its Directors which were made during the year and remain in force at the reporting date.

No political donations were made during the period.

On 28 February 2025, the controlling interest of the company was acquired by First Bus Holdings Limited and

changed its name from RATP DEV Transit London Ltd to First Bus London Limited. Since 28 February 2025, the

company and its subsidiary are considered to be wholly owned subsidiaries of FirstGroup plc and part of the Bus

division of FirstGroup plc.

The company remains a holding company.

As the Company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

So far as each person who was a Director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, each Director has taken all the necessary steps that they ought to have taken as a Director in order to make themselves aware of all relevant audit information and to establish that the Company’s auditor is aware of that information.

As at 31 December 2024, the Company had current liabilities of £10,000 (2023: £76,332,000). As the Company and its subsidiaries were loss-making in the period, the ultimate parent company, FirstGroup plc, has given assurance to provide support to the Company for at least twelve months from the date of issuing this report. .

While the strategic reflection process is ongoing, the Directors are aware of the need to drive the Company and its subsidiaries back to profitability in the future outside the period covered by parental guarantee. The Company evolved the management team to add experience and drive improvements in the underlying business. The Company continues to invest in the modernisation of operating standards in the garages, investment in new technology and processes and further electrification of the garage infrastructure, with the expectation that these will reduce the operating loss in the short term and help drive the Company back to profitability in the future.

The Directors have therefore deemed it appropriate to prepare these financial statements on a going concern basis.

The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of:

• an indication of financial risk management objectives and policies required by paragraph 6(1)(a); and

• an indication of exposure to price risk, credit risk, liquidity risk and cash flow risk required by paragraph 6(1)(b).

We have audited the financial statements of First Bus London Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including material accounting policy information.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

•     give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

•     have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

•     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 company 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 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 contained within the annual report. 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.

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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.

In light of the knowledge and understanding of the 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, or returns adequate for our audit have not been received from branches not visited by us; or

•     the financial statements are not in agreement with the accounting records and returns; or

•     certain disclosures of remuneration specified by law are not made; or

•     we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement set out on page 3, 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 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 company or to cease operations, or have no realistic alternative but to do so.

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 the financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

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.

Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:

•     Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;

•     Inspecting correspondence, if any, with relevant licensing or regulatory authorities;

•     Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and

•     Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as: tax legislation and the Companies Act 2006.

In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:

• Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;

• Gaining an understanding of the internal controls established to mitigate risks related to fraud;

• Discussing amongst the engagement team the risks of fraud; and

• Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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.

All turnover and results arose from continuing operations.

There is no other comprehensive income other than the loss for the financial period (2023: £nil). Accordingly, a separate statement of comprehensive income has not been presented.

The notes on pages 11 to 18 form part of these financial statements.

First Bus London Limited (formerly RATP Dev Transit London Limited) is a private company limited by shares incorporated in England and Wales. The registered office is 8th Floor The Point, 37 North Wharf Road, London, W2 1AF.

The Company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

In preparing these financial statements, the Company applied the recognition and measurement requirements of UK adopted international accounting standards ("IFRS"), amended where necessary in order to comply with Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1,000, unless otherwise indicated.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by FRS 101, the company has taken advantage of the disclosure exemptions available under that standard in relation to financial instruments, presentation of comparative information in respect of certain assets, presentation of a cash-flow statement, standards not yet effective, disclosure of remuneration paid to auditors for non-audit services, related party transactions, key assumptions in cash flow projections and qualitative and quantitative information related to changes in contract assets and contract liabilities. Where required, equivalent disclosures are given in the group accounts of Régie Autonome des Transports Parisiens. The group accounts of Régie Autonome des Transports Parisiens are available to the public and can be obtained as set out in note 15 .

The company has applied the exemption available under FRS 101 in relation to paragraphs 30 and 31 of IAS 8, 'Accounting policies, changes in accounting estimates and errors' (requirement for the disclosure of information when an entity has not applied a new lFRS that has been issued but is not yet effective).

As at 31 December 202true4, the Company had current liabilities of £10,000 (2023: £76,332,000). As the Company and its subsidiaries were loss-making in the period, the ultimate parent company, FirstGroup plc, has given assurance to provide support to the Company for at least twelve months from the date of issuing this report.

While the strategic reflection process is ongoing, the Directors are aware of the need to drive the Company and its subsidiaries back to profitability in the future outside the period covered by parental guarantee. The Company evolved the management team to add experience and drive improvements in the underlying business. The Company continues to invest in the modernisation of operating standards in the garages, investment in new technology and processes and further electrification of the garage infrastructure, with the expectation that these will reduce the operating loss in the short term and help drive the Company back to profitability in the future.

The Directors have therefore deemed it appropriate to prepare these financial statements on a going concern basis.

There were no amendments to IFRSs or new interpretations effective for the current period that have had a material impact on the company's financial statements.

Revenue is measured at the fair value of the consideration received or receivable from other group companies and is derived from management fees.

Investment income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

Investments in subsidiaries within the Company's financial statements are stated at cost less any accumulated impairment losses. The carrying values of investments are reviewed for impairment only when events indicate the carrying value may be impaired.

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial assets are classified as financial assets at fair value through profit or loss, fair value through other comprehensive income or amortised cost as appropriate. The Company determines the classification of its financial assets at initial recognition. All financial assets are recognised initially at fair value plus, in the case of instruments not at fair value through profit or loss, directly attributable transaction costs.

An impairment loss is recognised for the expected credit losses on financial assets where there is an increased probability that the counterparty will be unable to settle an instrument’s contractual cashflows on contractual due dates, a reduction in the amounts expected to be recovered, or both.

The probability of default and expected amounts recoverable are assessed using reasonable, and supportable past and forward-looking information that is available without undue cost or effort. The expected credit loss on trade receivables is a probability weighted amount determined from grouping the receivables based on days overdue and making assumptions based on historic information to allocate an overall expected credit loss rate for each group.

Interest-bearing loans are initially recorded at the value of the amount received, net of attributable transaction costs. Subsequent to initial recognition, interest bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the statement of total comprehensive income over the period of the borrowing on an effective interest rate.

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

The tax expense represents the sum of the tax currently payable and deferred tax.

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted at the reporting date.

Deferred tax is recognised in respect of temporary timing differences that have originated but not reversed at the reporting date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the statement of financial position and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the statement of financial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered.

There were no key sources of estimated uncertainty in determining the carrying amounts of assets and liabilities at the balance sheet date. In applying the company's accounting policies, described above, no critical judgements were identified.

Revenue is measured at the fair value of the consideration received or receivable from other group companies and is derived from management fees.

Excluding directors, the company has no employees (2023: none).

No remuneration is paid to Directors through the Company, directors of the Company are remunerated by another group undertaking.

The total tax charge for the year included in the income statement can be reconciled to the loss before tax multiplied by the standard rate of tax as follows:

The Company has an unrecognised deferred tax asset of £214,000 (2023: £230,000) relating to carried forward trading losses. The deferred taxation has been calculated at 25% (2023: 23.52%).

The carrying value of investments at reporting date is £nil (2023: £nil).

Details of the company's subsidiaries at 31 December 2024 are as follows:

Included within owed by fellow group undertakings are two loans to London United Busways Limited, for £6,000,000 (2023: £6,000,000) and £69,650,000 (2023: £46,500,000) which incur interest at SONIA + 1.46% (2023: SONIA + 1.46%), unsecured and repayable on demand.

Included within owed by fellow group undertakings are two loans to London Sovereign Limited, for £2m (2023: £2,000,000) and £16,350,000 (2023: £7,000,000) which incur interest at SONIA + 1.46% (2023: SONIA + 1.46%), are unsecured and repayable on demand.

Included within owed by fellow group undertakings are two loans to London Transit Limited, for £2,000,000 (2023: £2,000,000) and £27,900,000 (2023: £11,000,000) which incur interest at SONIA + 1.46% (2023: SONIA + 1.46%), are unsecured and repayable on demand.

The balancing amounts owed by fellow group undertakings are unsecured, interest free and repayable on demand.

The unsecured bank loan of £nil (2023 £10,000,000) was a revolving credit facility which was fully drawn down in prior year. This facility had an interest rate of 1.76% above SONIA GBP 6 months and was fully repaid on the 13th December 2024.

The intercompany loan of £nil (2023 £66,200,000) was a revolving credit facility with RATP Dev UK Limited, which is unsecured and repayable on demand. This facility had an interest rate of 1.76% above SONIA GBP 3 months (2023: SONIA + 1.46%). This loan was increased to £125,200,000 during the period before being converted into share capital on 31 December 2024 (see note 12).

The ordinary shares are non redeemable, carry no right to fixed income and carry the right to one vote at general meetings of the Company.

On 31 December 2024, the company issued 2 A Ordinary shares of £1 to RATP DEV UK LTD for a consideration of £125,200,000. This was paid via the loan capitalisation.

The share premium account is used to record amounts received in excess of the nominal value of shares on the issue of new shares. This arose on acquisition of subsidiaries in exchange for shares.

The excess of the consideration received over the nominal value of the issued ordinary shares, amounting to £125,199,998 has been credited to the share premium account.

Accumulated losses are the cumulative losses of the Company after accounting for dividends.

On 28 February 2025, the controlling interest of the Company was acquired by First Bus Holdings Limited and the Company changed it's name from RATP DEV Transit London Ltd to First Bus London Limited. Since 28 February 2025, the Company and it's subsidiaries are considered to be wholly owned subsidiaries of First Group plc and part of the Bus division of First Group plc.

The directors regard FirstGroup plc, a company incorporated in the United Kingdom and registered in Scotland, as the ultimate parent and controlling company, which is the smallest and largest group that includes the company's results and for which Group financial statements are prepared.

Copies of the financial statements of FirstGroup plc can be obtained on request from the registered address 395 King Street, Aberdeen, AB24 5RP.

The Company's immediate parent company is First Bus Holdings Limited, a company registered in England and Wales.