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REG - Caffyns PLC - Half-year Financial Report

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RNS Number : 3403J  Caffyns PLC  28 November 2025

HALF YEAR
REPORT

for the six months ended 30 September 2025

 

Summary

                                                       Unaudited      Unaudited

                                                       Half year to   Half year to

                                                       30 September   30 September

                                                       2025           2024
                                                       £'000          £'000

 Revenue                                               133,953        137,740

 (Loss)/profit before tax                              (934)          213

 Underlying EBITDA (see note below)                    1,707          3,004

 Underlying (loss)/profit before tax (see note below)  (806)          452

                                                       Pence          Pence

 Underlying basic (deficit)/earnings per share         (22.2)         12.2

 Basic (deficit)/earnings per share                    (25.8)         5.7

 Interim dividend per Ordinary share                   5.0            5.0

 

 

Financial and operational review

·    Underlying loss before tax of £0.81 million (2024: profit of £0.45
million)

·    Loss before tax of £0.93 million (2024: profit of £0.21 million)

·    Revenue reduction of 2.7%

·    Underlying basic deficit per share of 22.2 pence (2024: earnings of
12.2 pence)

·    Basic deficit per share of 25.8 pence (2024: earnings of 5.7 pence)

·    Interim ordinary dividend declared of 5.0 pence (2024: 5.0 pence)

·    Net bank borrowings at 30 September 2025 of £9.6 million (2024:
£11.5 million)

 

Simon Caffyn, Chief Executive, commented:

"The motor retail market was particularly challenging in the half year to 30
September. We have responded by making a number of operational changes to
improve performance."

 

Enquiries:

 Caffyns plc  Simon Caffyn, Chief Executive  Tel:  01323 730201
              Mike Warren, Finance Director

Note: Underlying results exclude items that are unrelated to the primary motor
trade business of the Company, and which management therefore consider should
be disclosed separately to enable a full understanding of the operating
results. Non-underlying items comprise only profits and losses from disposal
of freehold property, gains arising from lease extensions from freehold
property, impairment charges against non-current assets, costs attributable to
vacant properties held pending their disposal, net financing return and
service cost on pension obligations in respect of the defined benefit pension
scheme, which is closed to future accrual, and companywide operational
restructuring and redundancy costs. All other activities are treated as
underlying. Non-underlying items for the period totalled £0.1 million (2024:
£0.2 million) and are detailed in Note 4 to these condensed consolidated
financial statements. Underlying EBITDA of £1.7 million (2024: £3.0 million)
represents Operating profit before non-underlying items of £0.6 million
(2024: £1.9 million) and Depreciation and Amortisation of £1.1 million
(2024: £1.1 million).

 

 

INTERIM MANAGEMENT REPORT

 

Summary

The motor retail market was particularly challenging in the half year ended
30 September 2025 ("the period"). Underlying results before tax fell into a
loss position of £0.8 million, which compared to a £0.5 million profit
reported last year.

 

Revenue for the period fell by 3% to £134.0 million (2024: £137.7 million)
due to reduced demand from customers for new cars, resulting in significantly
weakened new car profits. Revenue and profit from used car sales and
aftersales activities, however, both increased in the period, despite sourcing
of used cars remaining challenging due to the continued scarcity of
appropriately priced, one- to four-year-old cars.

 

Overall, total gross margins fell from the previous period by £0.6 million,
or 3%. This margin reduction was then compounded by inflationary pressures on
costs with the dual increases to the National Minimum Wage and employer's
National Insurance in April alone increasing costs by £0.5 million. Marketing
spend in the period also increased with several campaigns being run with the
aim of stimulating demand. Funding charges also remained at high levels
although, in time, further reductions in interest base rates should result in
the level of these costs receding.

 

The Company owns all but two of the freeholds of the properties from which it
operates. This provides the dual strengths of a strong asset base and minimal
exposure to rent reviews.

 

The Company's defined-benefit pension scheme deficit, calculated in accordance
with the requirements of IAS 19 Pensions, showed a welcome reduction of £1.7
million from the March 2025 year-end to £2.8 million at 30 September 2025. A
strong performance from the scheme's investments, along with continued higher
contributions from the Company, resulted in the narrowing of the deficit in
the period.

 

The loss before tax for the period was £0.9 million (2024: profit of £0.2
million) with a basic deficit per share of 25.8 pence (2024: earnings of 5.7
pence). The underlying deficit per share was 22.2 pence (2024: earnings of
12.2 pence).

 

The Company has declared an interim dividend of 5.0 pence per Ordinary share,
reflecting the board's confidence in the longer-term prospects for the
Company.

 

Operating review

New and used cars

Our retail new car deliveries fell by 14% from the prior year period.
Nationally, the Society of Motor Manufacturers and Traders reported a 3%
increase in total new car registrations, with equal increases in both the
fleet market segment and the retail and small business market segment in which
we primarily operate. However, many of our brands performed behind the UK
market, which was disappointing. A number of operational changes have already
been made, with additional changes planned for the coming months, with the
expectation of improving performance.

 

Our used car sales volumes also fell slightly, by 1%, from the prior year
period. Customer demand remained buoyant, and, despite the lack of
availability of appropriately priced used cars, innovations in sourcing used
cars helped to improve margins, which more than offset the impact of the lower
volumes.

 

Aftersales

Our aftersales revenues rose by 7% in the period despite the recruitment of
vehicle technicians remaining challenging and adversely affecting throughput
levels. We continued to introduce improvements to our customer retention and
service booking processes, leading to improved service efficiencies.

 

Operations

During the period we saw a reversal by certain manufacturers in the previous
transitions towards agency distribution models as they announced returns to
their traditional wholesale agreements. Under the new agency distribution
model, the manufacturer transacts directly with the customer for the sale of
new cars whilst the dealer retains the handover process as an agent, for which
a fee is received. Of the brands that we represent, only Volvo operates solely
under an agency arrangement. Lotus, MG and Vauxhall operate solely under
traditional wholesale agreements whilst the Volkswagen Audi Group brands
operate mainly under the wholesale model but still distribute a limited number
of cars under agency arrangements.

 

We continue to take actions to increase our supply of used cars and to improve
used car margins. We use market-driven data to secure better quality used cars
with higher expected margins and faster selling times. Semi-automated systems
speed up this process and improve the efficiency of the procurement of used
cars enabling us to target a better sales performance.

 

In June 2025, the Company consolidated its Lotus representation in Ashford,
Kent, by closing its operation in Lewes.

 

Property

Capital expenditure in the period was £0.7 million (2024: £0.5 million).

 

We operate primarily from freehold sites. Annually, we obtain an independent
assessment of the values of our freehold properties against their carrying
value in our accounts and had an unrecognised surplus to carrying value of
£11.2 million at 31 March 2025, our last financial year-end. The board does
not consider there to have been any material movement in the value of the
Company's freehold properties since the year-end.

 

Pensions

The Company's defined-benefit pension scheme started the period with a net
deficit of £4.5 million. The board has little control over the key
assumptions in the valuation calculations as required by accounting standards
and movements in yields of gilts and bonds can have a significant impact on
the net funding position of the scheme. The actuary's estimate of the deficit
reduced in the period by £1.7 million (2024: £2.4 million) to £2.8 million
at 30 September 2025 (2024: £7.6 million). Net of deferred tax, the net
deficit at 30 September 2025 was £2.1 million (2024: £5.7 million).

 

The Scheme's assets performed strongly in the period, increasing in value by
£1.2 million whilst the net present value of the Scheme's future pension
liabilities fell, by £0.5 million. These improvements, together with
increased contributions from the Company, resulted in the overall narrowing of
the net deficit position, by £1.7 million.

 

The pension cost under IAS 19 Pensions is recognised in the Condensed
Consolidated Statement of Financial Performance and is charged as a
non-underlying cost, amounting to £128,000 (2024: £239,000) for the period.
As the Scheme is in deficit, the Company has in place a recovery plan which
has been agreed with the trustees, and which was last updated in June 2024.
During the period, the Company made cash payments into the Scheme of £0.6
million (2024: £0.9 million), which included £0.2 million of an additional
£0.5 million contribution to be made in the current financial year. Under a
schedule of contributions agreed with the trustees, future ongoing payments
have been agreed to increase by 2.25% per annum and the Company will make
additional deficit-reduction contributions of £0.5 million and £0.1 million
in the years ending 31 March 2027 and 2028, respectively. The next triennial
valuation of the Scheme is scheduled for 31 March 2026.

 

Bank and other funding facilities

The Company has banking facilities with HSBC, which comprise a term loan of
£4.9 million, originally of £7.5 million, and a revolving-credit facility of
£6.0 million, both of which become renewable in April 2027. HSBC also
provides an overdraft facility of £3.5 million, renewable annually. In
addition, there is an overdraft facility of £4.0 million provided by
Volkswagen Bank, renewable annually. The Company also has a loan, originally
of £0.4 million, from a manufacturer under their dealership development
assistance programme. The loan is repayable over a five-year period to 2028.

 

The Company's loans with HSBC have historically been covered by three covenant
tests, each being tested quarterly. All covenant tests at 30 June 2025 were
passed. In light of the difficult trading conditions and the loss incurred in
the period, HSBC agreed to waive two of the three covenant tests, for interest
cover and leverage, for the quarters ended 30 September and 31 December 2025.
The third test, covering freehold property security levels, was comfortably
passed at 30 September 2025 and is expected to comfortably pass at 31 December
2025. HSBC also agreed to suspend the requirement for the interest cover and
leverage covenant tests from 1 January 2026, and to replace those two tests
with a single requirement at 31 March 2026 that the Company will have produced
positive Senior EBITDA for the current financial year. For 2026/27, HSBC has
agreed to replace the quarterly interest cover and leverage tests with minimum
cumulative Senior EBITDA hurdles to be achieved by the Company at each quarter
end. The Company has also agreed to maintain at all times a minimum headroom
of £2.0 million against its available facilities. The Board is confident that
these future covenant tests through to 31 March 2027 are achievable. The
Company's usual covenant tests will then be reapplied from 30 June 2027.

 

The Company absorbed cash during the period with an outflow of funds of £0.1
million (2024: inflow of £0.7 million) from operating activities. Working
capital levels remained broadly unchanged in the period. Other than from
operating activities, the primary cash outflows in the period were from
capital expenditure, repayment of bank borrowings, lease payments and
dividends. The Company made no changes to its borrowing facilities during the
period.

 

Bank borrowings, net of cash balances, at 30 September 2025 were £9.6 million
(2024: £11.5 million), up from £8.5 million at 31 March 2025. As a
proportion of shareholders' funds, bank borrowings, net of cash balances, were
32% at 30 September 2025 (2024: 38%).

 

The Company also maintains inventory funding facilities, primarily from the
manufacturers it represents, to facilitate the purchasing of used cars. At 30
September 2025 outstanding inventory loans were £8.9 million (2024: £8.8
million).

 

Taxation

The tax charge for the period has been based on an estimation of the effective
tax rate on profits for the full financial year of 25% (2024: 28%). The
current year effective tax rate is in line with the standard rate of
corporation tax in force for the year of 25%.

 

A recovery of corporation tax of £39,000 was made in the period (2024:
£Nil).

 

At 30 September 2025, the company recognised a deferred tax asset on the
Statement of Financial Position of £0.1 million (2024: £0.1 million).

 

People

The response from everyone in the Company to inflationary pressures and
marketplace challenges is commendable, and the board would like to express its
gratitude to them for their hard work and professional application. The
efforts of our operational and support teams to continue improving our
efficiency will be instrumental in our ability to maximise our opportunities
in the second half of the year.

 

Dividend

The board remains confident in the longer-term prospects of the Company and,
therefore, has declared an interim dividend of 5.0 pence per Ordinary share
(2024: 5.0 pence per Ordinary share). This will be paid on 7 January 2026 to
shareholders on the register at close of business on 12 December 2025. The
Ordinary shares will be marked ex-dividend on 11 December 2025.

 

Strategy

Our continuing strategy is to focus on representing premium and premium volume
franchises as well as maximising opportunities for used cars and aftersales
service, with an emphasis on delivering the highest quality of customer
experience. We recognise that we operate in a rapidly changing environment and
carefully monitor the appropriateness of this strategy while also seeking new
opportunities to invest in the future growth of the business.

 

We concentrate on delivering higher returns from fewer but larger sites. We
are focusing on delivering performance improvement, across our new and used
cars and our aftersales operations.

 

Current trading and outlook

Our forward-order book for new cars is at satisfactory levels although
concerns remain over the general economic background and, in particular,
customers' reaction to the Government's November Budget.

 

Our balance sheet is appropriately funded and our freehold property portfolio
is a source of great stability. We continue to enhance our online presence, as
well as improving our productivity and increasing the resilience of the
business. We remain confident in the longer-term prospects for the Company and
are ready to explore future business opportunities as they arise.

 

 

Simon G M Caffyn

Chief Executive

 

27 November 2025

 

 

Condensed Consolidated Statement of Financial Performance

for the half year ended 30 September 2025

 

                                                                 Unaudited           Unaudited           Audited

                                                                 Half year to        Half year to        Year ended

                                                       N o t e   30 September 2025   30 September 2024    31 March 2025

                                                                 Total               Total               Total
                                                                 £'000               £'000               £'000

 Revenue                                                         133,953             137,740             275,464
 Cost of sales                                                   (117,280)           (120,479)           (240,774)
 Gross profit                                                    16,673              17,261              34,690
 Operating expenses                                              (16,332)            (15,679)            (31,673)
 Operating profit before other income                            341                 1,582               3,017
 Other income (net)                                    3         289                 324                 530
 Operating profit                                                630                 1,906               3,547
 Operating profit before non-underlying items                    638                 1,915               3,498
 Non-underlying items within operating profit          4         (8)                 (9)                 49
 Operating profit                                                630                 1,906               3,547
 Net finance expense                                   5         (1,444)             (1,463)             (2,892)
 Non-underlying net finance expense on pension scheme  4         (120)               (230)               (409)
 Net finance expense                                             (1,564)             (1,693)             (3,301)
 (Loss)/profit before taxation                                   (934)               213                 246
 (Loss)/profit before tax and non-underlying items               (806)               452                 606
 Non-underlying items within operating profit          4         (8)                 (9)                 49
 Non-underlying net finance expense on pension scheme  4         (120)               (230)               (409)
 (Loss)/profit before taxation                                   (934)               213                 246
 Taxation                                              6         232                 (59)                (70)
 (Loss)/profit for the period                                    (702)               154                 176

 (Deficit)/earnings per share
 Basic                                                 7         (25.8)p             5.7p                6.4p
 Diluted                                               7         (25.8)p             5.7p                6.4p

 Non-GAAP measure
 Underlying basic (deficit)/earnings per share         7         (22.2)p             12.2p               16.4p
 Underlying diluted (deficit)/earnings per share       7         (22.2)p             12.2p               16.4p

 

 

Condensed Consolidated Statement of Comprehensive Expense

for the half year ended 30 September 2025

 

                                                             Note  Unaudited      Unaudited      Audited

                                                                   Half year to   Half year to   Year to
                                                                   30 September   30 September   31 March 2025

                                                                   2025           2024
                                                                   £'000          £'000          £'000

 (Loss)/profit for the period                                      (702)          154            176
 Items that will never be reclassified to profit and loss:
 Remeasurement of net pension scheme obligation              13    1,235          1,717          1,707
 Deferred tax on remeasurement of pension scheme obligation        (309)          (429)          (427)
 Other comprehensive income, net of tax                            926            1,288          1,280
 Total comprehensive income for the period                         224            1,442          1,456

 

 

Condensed Consolidated Statement of Financial Position

at 30 September 2025

 

                                                           Unaudited           Unaudited           Audited

                                                           30 September 2025   30 September 2024   31 March

                                                    Note                                           2025
                                                           £'000               £'000               £'000

 Non-current assets
 Right-of-use assets                                9      2,010               2,147               2,200
 Property, plant and equipment                      9      37,882              38,356              38,080
 Investment properties                              10     2,485               2,541               2,513
 Goodwill                                                  286                 286                 286
 Deferred tax asset                                        147                 80                  224
 Total non-current assets                                  42,810              43,410              43,303

 Current assets
 Inventories                                               42,653              43,644              44,425
 Trade and other receivables                               8,231               8,937               10,113
 Interest in lease                                         -                   145                 65
 Asset held for sale                                11     -                   4,620               -
 Current tax recoverable                                   -                   191                 39
 Cash and cash equivalents                                 2,444               2,080               3,762
 Total current assets                                      53,328              59,617              58,404

 Total assets                                              96,138              103,027             101,707

 Current liabilities
 Interest-bearing overdrafts, loans and borrowings  12     1,445               2,445               1,445
 Trade and other payables                                  48,297              48,635              51,781
 Lease liabilities                                  12     343                 423                 642
 Total current liabilities                                 50,085              51,503              53,868

 Net current assets                                        3,243               8,114               4,536

 Non-current liabilities
 Interest-bearing loans and borrowings              12     10,640              11,085              10,863
 Lease liabilities                                  12     1,786               1,940               1,720
 Preference shares                                  12     812                 812                 812
 Pension scheme obligation                          13     2,806               7,643               4,523
 Total non-current liabilities                             16,044              21,480              17,918

 Total liabilities                                         66,129              72,983              71,786
 Net assets                                                30,009              30,044              29,921

 Shareholders' equity
 Ordinary share capital                                    1,439               1,439               1,439
 Share premium                                             272                 272                 272
 Capital redemption reserve                                707                 707                 707
 Non-distributable reserve                                 1,531               1,724               1,531
 Retained earnings                                         26,060              25,902              25,972
 Total equity                                              30,009              30,044              29,921

 

 

Condensed Consolidated Statement of Changes in Equity

for the half year ended 30 September 2025 (unaudited)

                                                                   Capital      Non-distributable

                                               Share     Share     redemption   reserve            Retained earnings

                                               capital   premium   reserve      £'000              £'000               Total

                                               £'000     £'000     £'000                                               equity

                                                                                                                       £'000

 At 1 April 2025                               1,439     272       707          1,531              25,972              29,921

 Total comprehensive income
 Loss for the period                           -         -         -            -                  (702)               (702)
 Other comprehensive income                    -         -         -            -                  926                 926
 Total comprehensive income for the period     -         -         -            -                  224                 224
 Transactions with owners:
                        Dividends              -         -         -            -                  (136)               (136)
 At 30 September 2025 (unaudited)              1,439     272       707          1,531              26,060              30,009

 

for the half year ended 30 September 2024 (unaudited)

                                                                    Capital      Non-distributable

                                                Share     Share     redemption   reserve            Retained earnings

                                                capital   premium   reserve      £'000              £'000               Total

                                                £'000     £'000     £'000                                               equity

                                                                                                                        £'000

 At 1 April 2024                                1,439     272       707          1,724              24,594              28,736
 Total comprehensive income
 Profit for the period                          -         -         -            -                  154                 154
 Other comprehensive income                     -         -         -            -                  1,288               1,288
 Total comprehensive income for the period      -         -         -            -                  1,442               1,442
 Transactions with owners:
                        Dividends               -         -         -            -                  (136)               (136)
                        Issue of shares - SAYE  -         -         -            -                  2                   2
 At 30 September 2024 (unaudited)               1,439     272       707          1,724              25,902              30,044

 

for the year ended 31 March 2025 (audited)

                                                              Capital      Non-distributable

                                          Share     Share     redemption   reserve            Retained earnings

                                          capital   premium   reserve      £'000              £'000               Total

                                          £'000     £'000     £'000                                               equity

                                                                                                                  £'000

 At 1 April 2024                          1,439     272       707          1,724              24,594              28,736
 Total comprehensive expense
 Profit for the year                      -         -         -            -                  176                 176
 Other comprehensive income               -         -         -            -                  1,280               1,280
 Total comprehensive income for the year  -         -         -            -                  1,456               1,456
 Transactions with owners:
 Dividends                                -         -         -            -                  (273)               (273)
 Issue of shares - SAYE                   -         -         -            -                  2                   2
 Transfer arising from disposal of        -         -         -            (193)              193                 -

 Held for Sale Asset
 At 31 March 2025 (audited)               1,439     272       707          1,531              25,972              29,921

 

 

Condensed Consolidated Cash Flow Statement

for the half year ended 30 September 2025

                                                                           Unaudited           Unaudited           Audited

                                                                           Half year to        Half year to        Year to

                                                                           30 September 2025   30 September 2024   31 March

                                                                           £'000               £'000               2025

                                                                                                                   £'000

 Cash flows from operating activities
 (Loss)/profit before taxation                                             (934)               213                 246
 Adjustments for:
 Net finance expense and pension scheme service cost                       1,564               1,693               3,301
 Depreciation of property, plant and equipment, investment properties and  1,068               1,089               2,141
 right-of-use assets
 Cash payments into the defined-benefit pension scheme                     (610)               (915)               (4,230)
 Loss/(profit) on disposal of property, plant and equipment                3                   -                   (64)
 Decrease/(increase) in inventories                                        1,772               (1,393)             (2,173)
 Decrease/(increase) in receivables                                        1,882               (1,627)             (2,802)
 (Decrease)/increase in payables                                           (3,477)             3,046               6,194
 Cash generated from operations                                            1,268               2,106               2,613
 Net tax recovered                                                         39                  -                   -
 Interest paid                                                             (1,376)             (1,403)             (2,916)
 Net cash (absorbed by)/generated from operating activities                (69)                703                 (303)
 Investing activities
 Proceeds generated on disposal of investment property                     -                   -                   4,620
 Proceeds generated on disposal of property, plant and equipment           -                   -                   93
 Purchases of property, plant and equipment                                (655)               (481)               (1,063)
 Receipt from investment in lease                                          77                  93                  185
 Net cash (used in)/generated by investing activities                      (578)               (388)               3,835
 Financing activities
 Unsecured revolving credit facility utilised                              4,000               2,500               6,500
 Unsecured revolving credit facility repaid                                (4,000)             (1,500)             (6,500)
 Secured revolving credit facility received                                -                   1,000               1,000
 Secured loans repaid                                                      (188)               (188)               (375)
 Unsecured loans repaid                                                    (35)                (35)                (70)
 Issue of shares - SAYE scheme                                             -                   2                   2
 Dividends paid                                                            (136)               (136)               (273)
 Repayment of capital element of lease liabilities                         (312)               (316)               (492)
 Net cash (used in)/generated by financing activities                      (671)               1,327               (208)
 Net (decrease)/increase in cash and cash equivalents                      (1,318)             1,642               3,324
 Cash and cash equivalents at beginning of period                          3,762               438                 438
 Cash and cash equivalents at end of period                                2,444               2,080               3,762

 

 

Notes to the Condensed Consolidated Financial Statements

for the half year ended 30 September 2025

 

1.            GENERAL INFORMATION

 

Caffyns plc is a company domiciled in the United Kingdom. The address of the
registered office is Meads Road, Eastbourne, East Sussex BN20 7DR.

 

These condensed consolidated financial statements for the half year to 30
September 2025 and similarly for the half year to 30 September 2024 are
unaudited. They do not include all the information required for full annual
financial statements and should be read in conjunction with the financial
statements of the Company for the year ended 31 March 2025.

 

The comparative financial information for the year ended 31 March 2025 in
these condensed consolidated financial statements does not constitute
statutory accounts for that year. The statutory accounts for 31 March 2025
have been delivered to the Registrar of Companies. The Auditor's report on
those accounts was unqualified, did not draw attention to any matters by way
of emphasis, and did not contain a statement under 498(2) or 498(3) of the
Companies Act 2006.

 

These condensed consolidated financial statements have been reviewed by the
Company's auditor and a copy of their review report is set out at the end of
these statements.

 

These consolidated interim financial statements were approved by the directors
on 27 November 2025.

 

2.            ACCOUNTING POLICIES

 

The annual financial statements of Caffyns plc are prepared in accordance with
UK-adopted International Accounting Standards. The set of condensed
consolidated financial statements included in this half-yearly financial
report has been prepared in accordance with UK-adopted International
Accounting Standard 34 'Interim Financial Reporting'. As required by the
disclosure guidance and transparency rules of the Financial Conduct Authority,
this set of condensed consolidated financial statements has been prepared in
accordance with the accounting policies set out in the Annual Report for the
year ended 31 March 2025.

 

Segmental reporting

 

Based upon the management information reported to the Group's chief operating
decision maker, the Chief Executive, in the opinion of the directors, the
Group only has one reportable segment. There are no major customers amounting
to 10% or more of the Group's revenue. All revenue and non-current assets
derive from, or are based in, the United Kingdom.

 

Basis of preparation: Going concern

 

These condensed consolidated financial statements have been prepared on a
going concern basis, which the directors consider appropriate for the reasons
set out below.

 

The directors have considered the going concern basis and have undertaken a
detailed review of trading and cash flow forecasts for a period of one year
from the date of approval of these condensed consolidated financial
statements. This has focused primarily on the achievement of the banking
covenants associated with the term loan and revolving credit facilities
provided by HSBC. The Company's loans with HSBC have historically been covered
by three covenant tests, each being tested quarterly. All covenant tests at 30
June 2025 were passed.

 

In light of the difficult trading conditions and the loss incurred in the
period, HSBC agreed to waive two of the three covenant tests, for interest
cover and leverage, for the quarters ended 30 September and 31 December 2025.
The third test, covering freehold property security levels, was comfortably
passed at 30 September 2025 and is expected to comfortably pass at 31 December
2025. HSBC also agreed to suspend the requirement for the interest cover and
leverage covenant tests from 1 January 2026, and to replace these two tests
with a single requirement at 31 March 2026 that the Company will have produced
positive Senior EBITDA for the current financial year.

 

For 2026/27, HSBC has agreed to replace the quarterly interest cover and
leverage tests with minimum cumulative Senior EBITDA hurdles to be achieved by
the Company at each quarter end. The Company has also agreed to maintain at
all times a minimum headroom of £2.0 million against its available
facilities.

 

The Company's usual covenant tests will then be reapplied from 30 June 2027.

 

Financial modelling for the coming twelve-month period has allowed the
directors to conclude that there is satisfactory headroom in the Company's
banking covenants. Any failure of a covenant test would render the borrowing
facilities from HSBC to become repayable on demand, at the option of the
lender.

 

The directors have also given consideration to the future uncertainties in the
state of the UK economy, as well as to cost pressures which might impact the
business such as future increases to staffing costs from rises in the National
Minimum Wage and employers' National Insurance, from business rates, and from
increases to funding costs from higher interest base rates.

 

The directors have also considered the Company's working capital requirements.
The Company meets its day-to-day working capital requirements through
short-term vehicle stocking loans, a bank overdraft and revolving-credit
facility, and medium-term revolving credit facilities and term loans. At 30
September 2025, the medium-term banking facilities included a term loan with
an outstanding balance of £4.9 million and a revolving credit facility of
£6.0 million from HSBC, its primary bankers, with both facilities being next
renewable in April 2027. HSBC also makes available a short-term overdraft
facility of £3.5 million, which is renewed annually each August. The Company
also has a short-term revolving-credit facility from Volkswagen Bank of £4.0
million, which is renewed annually each November. In the opinion of the
directors, there is a reasonable expectation that all facilities will be
renewed at their scheduled expiry dates. At 30 September 2025 the Company held
cash in hand balances of £2.46million and had undrawn borrowing facilities of
£6.5 million, all of which were immediately available.

 

The directors have a reasonable expectation that the Company has adequate
resources and headroom against its covenant tests to be able to continue in
operational existence for the foreseeable future and for at least twelve
months from the date of approval of this Interim Report. For those reasons,
they continue to adopt the going concern basis in preparing these condensed
consolidated financial statements.

 

Non-underlying items

 

Non-underlying items comprise only profits and losses from disposal of
freehold property, gains arising from lease extensions from freehold property,
impairment charges against non-current assets, costs attributable to vacant
properties held pending their disposal, net financing return and service cost
on pension obligations in respect of the defined benefit pension scheme, which
is closed to future accrual, and companywide operational restructuring and
redundancy costs.

 

All other activities are treated as underlying.

 

3.            OTHER INCOME (NET)

 

                                                   Unaudited      Unaudited      Audited

                                                   Half year to   Half year to   year to

                                                   30 September   30 September   31 March

                                                   2025           2024           2025

                                                   £'000          £'000          £'000

 Rent receivable                                   132            186            328
 Gain on sale of personalised numberplate          160            138            138
 (Loss)/gain on disposal of tangible fixed assets  (3)            -              64
 Total other income                                289            324            530

 

4.            NON-UNDERLYING ITEMS

 

                                                                         Unaudited      Unaudited      Audited

                                                                         Half year to   Half year to   year to

                                                                         30 September   30 September   31 March

                                                                         2025           2024           2025
                                                                         £'000          £'000          £'000
 Other income:
     Net (loss)/gain on disposal of property, plant and equipment        -              -              64
 Within operating expenses:
                                     Service cost on pension scheme      (8)            (9)            (15)
 Total non-underlying items within operating profit                      (8)            (9)            49
 Net finance expense on pension scheme                                   (120)          (230)          (409)
 Total non-underlying items within                                       (128)          (239)          (360)

 (loss)/profit before taxation

 

 

5.            NET FINANCE EXPENSE

 

                                               Unaudited      Unaudited      Audited

                                               Half year to   Half year to   year to

                                               30 September   30 September   31 March

                                               2025           2024           2025

                                               £'000          £'000          £'000

 Interest in lease interest receivable         (12)           (12)           (26)
 Interest receivable on cash deposits          (11)           (7)            -
 Interest payable on bank overdrafts           12             -              5
 Interest payable on bank borrowings           428            509            955
 Interest payable on inventory stocking loans  879            827            1,612
 Interest on lease liabilities                 68             60             150
 Financing costs amortised                     44             50             124
 Preference dividends                          36             36             72
 Finance expense                               1,444          1,463          2,892

 

6.            TAXATION

 

                                                                        Unaudited      Unaudited      Audited

                                                                        Half year to   Half year to   year to

                                                                        30 September   30 September   31 March

                                                                        2025           2024           2025

                                                                        £'000          £'000          £'000
 Current UK corporation tax
 Charge for the period                                                  -              -              -
 Adjustments recognised in the period for current tax of prior periods  -              -              152
 Total current tax charge                                               -              -              152
 Deferred tax
 Origination and reversal of timing differences                         232            53             (33)
 Adjustments recognised in the period for deferred tax                  -              6              (49)

 of prior periods
 Total deferred tax credit/(charge)                                     232            59             (82)
 Total tax credited in the Income Statement                             232            59             70

 The tax credit arose as follows:
                                                                        Unaudited      Unaudited      Audited

                                                                        Half year to   Half year to   year to

                                                                        30 September   30 September   31 March

                                                                        2025           2024           2025

                                                                        £'000          £'000          £'000

 On normal trading                                                      200            118            160
 Non-underlying items                                                   32             (59)           (90)
 Total tax credit                                                       232            59             70

 

Taxation of trading items for the half year has been provided at an effective
rate of taxation of 25% (2024: 28%) expected to apply to the full year.

 

7.            EARNINGS PER SHARE

 

The calculation of basic earnings per share is based on the earnings
attributable to Ordinary shareholders divided by the weighted average number
of shares in issue during the period. Treasury shares are treated as cancelled
for the purposes of this calculation.

 

The calculation of diluted earnings per share is based on the basic earnings
per share, adjusted to allow for the issue of shares and the post-tax effect
of dividends and/or interest, on the assumed conversion of all dilutive
options and other dilutive potential Ordinary shares.

 

Reconciliations of the earnings and the weighted average number of shares used
in the calculations are set out below.

 

                                                   Unaudited      Unaudited      Audited

                                                   Half year to   Half year to   year to
                                                   30 September   30 September   31 March
                                                   2025           2024           2025
                                                   £'000          £'000          £'000
 Basic
 (Loss)/profit after tax for the period            (702)          154            176

 Basic (deficit)/earnings per share                (25.8)p        5.7p           6.4p

 Diluted (deficit)/earnings per share              (25.8)p        5.7p           6.4p

 Underlying
 (Loss)/profit before tax                          (934)          213            246
 Adjustment: Non-underlying items (note 4)         128            239            360
 Underlying (loss)/profit for the period           (806)          452            606
 Taxation on normal trading (note 6)               200            (118)          (160)
 Underlying (deficit)/earnings                     (606)          334            446

 Underlying basic (deficit)/earnings per share     (22.2)p        12.2p          16.4p

 Underlying diluted (deficit)/earnings per share   (22.2)p        12.2p          16.4p

 

The number of fully paid Ordinary shares in issue at the period-end was
2,879,298 (2024: 2,879,298). Excluding the shares held for treasury, the
weighted average shares in issue for the purposes of the earnings per share
calculation were 2,726,811 (2024: 2,726,811).

 

The directors consider that underlying earnings per share figures provide a
better measure of comparative performance.

 

8.            DIVIDENDS

 

Ordinary shares of 50 pence each

 

An interim dividend of 5.0 pence per Ordinary share has been declared and will
be paid to shareholders on 7 January 2026 to those shareholders on the
register at the close of business on 12 December 2025. The Ordinary shares
will be marked ex-dividend on 11 December 2025. An interim dividend of 5.0
pence per Ordinary share was declared in respect of the half-year ended 30
September 2024. A final dividend of 5.0 pence per Ordinary share was declared
in respect of the year ended 31 March 2025.

 

Preference shares

 

Preference dividends were paid in October 2025. The next preference dividends
are payable in April 2026. The cost of the preference dividends has been
included within finance costs (see note 5).

 

9.            PROPERTY, PLANT AND EQUIPMENT AND RIGHT-OF-USE ASSETS

 

The following is a reconciliation of changes in the balances of Property,
plant and equipment and Right-of-Use assets.

 

 Property, plant and equipment:

                                                     Unaudited      Unaudited      Audited

                                                     Half year to   Half year to   year to

                                                     30 September   30 September   31 March

                                                     2025           2024           2025

                                                     £'000          £'000          £'000

 Property, plant and equipment at 1 April            38,080         38,714         38,714
 Less: Depreciation charges                          (850)          (839)          (1,671)
 Less: Net book value of disposals                   (3)            -              (28)
 Add: Purchases                                      655            481            1,065
 Property plant and equipment at 30 September        37,882         38,356         38,080

 

Purchases in the period included assets in the course of construction of
£43,000 (2024: £193,000).

 

 Right-of-use assets:

                                                  Unaudited      Unaudited      Audited

                                                  Half year to   Half year to   year to

                                                  30 September   30 September   31 March

                                                  2025           2024           2025

                                                  £'000          £'000          £'000

 Right-of-use assets at 1 April                   2,200          2,343          2,343
 Less: Amortisation of right-of-use assets        (190)          (196)          (388)
 Add: Purchases                                   -              -              245
 Right-of-use assets at 30 September              2,010          2,147          2,200

 

10.          INVESTMENT PROPERTIES

 

The following is a reconciliation of changes in the balances of Investment
properties.

 

 Investment properties:

                                                             Unaudited      Unaudited      Audited

                                                             Half year to   Half year to   year to

                                                             30 September   30 September   31 March

                                                             2025           2024           2025

                                                             £'000          £'000          £'000

 Investment properties at 1 April                            2,513          7,216          7,216
 Less: Depreciation charges                                  (28)           (55)           (82)
 Transferred to Current assets as Asset held for sale        -              (4,620)        (4,621)
 Investment properties at 30 September                       2,485          2,541          2,513

 

11.        ASSET HELD FOR SALE

 

                                               Unaudited      Unaudited      Audited

                                               Half year to   Half year to   year to

                                               30 September   30 September   31 March

                                               2025           2024           2025

                                               £'000          £'000          £'000

 Assets held for sale at 1 April               -              -              -
 Transferred from Investment properties        -              4,620          4,621
 Disposals                                     -              -              (4,621)
 Asset held for sale at 30 September           -              4,620          -

 

In the prior period, on 29 October 2024, the board exchanged contracts for the
sale of the Company's freehold premises in Lewes. Completion of the sale was
dependent on the successful outcome of ground surveys, which had to be
completed within a four-month period from exchange.

 

Management's judgement at the balance sheet date in the prior period was that
the transaction was reasonably certain to complete and would do so within a
twelve-month period. Accordingly, the property was reclassified from
Investment Properties and shown as an Asset held for sale within Current
assets. The property was shown at the expected sale proceeds to be received
less costs of disposal.

 

12.        LOANS AND BORROWINGS

 

                                                                                  Liabilities

                               Bank and   Revolving                               arising from   Bank and cash balances

                               other      credit       Lease         Preference   financing      £'000                    Net

                               loans      facilities   liabilities   shares       activities                              debt

                               £'000      £'000        £'000         £'000        £'000                                   £'000

 At 1 April 2025 (audited)     5,308      7,000        2,362         812          15,482         (3,762)                  11,720
 Cash movement                 (223)      -            (312)         -            (535)          1,318                    783
 Non-cash movement             -          -            79            -            79             -                        79
 At 30 September 2025          5,085      7,000        2,129         812          15,026         (2,444)                  12,582

 (unaudited)
 Current liabilities/(assets)  445        1,000        343           -            1,788          (2,444)                  (656)
 Non-current liabilities       4,640      6,000        1,786         812          13,238         -                        13,238
 At 30 September 2025          5,085      7,000        2,129         812          15,026         (2,444)                  12,582

 

The Company's stated net bank borrowings of £9.6 million represent Bank and
other loans and revolving credit facilities, less cash balances.

 

13.          PENSIONS

 

The pension scheme deficit reflects a defined benefit obligation that has been
updated to reflect its valuation as at 30 September 2025. This has been
calculated by a qualified actuary using a consistent valuation method to that
which was adopted in the audited financial statements for the year ended 31
March 2025 and in the period to 30 September 2024, and which complies with the
accounting requirements of IAS 19 Pensions (revised).

 

The net liability for defined benefit obligations decreased from £4,523,000
at 31 March 2025 to £2,806,000 at 30 September 2025. The reduction of
£1,717,000 comprised the net charge to the Condensed Consolidated Statement
of Financial Performance of £128,000, a net positive remeasurement adjustment
credited to the Condensed Consolidated Statement of Comprehensive Income of
£1,235,000 and employer contributions of £610,000.

 

Asset values increased in the period, by £1,200,000, despite divestments to
pay pension transfers and benefits in the period of £2,176,000. The net
present value of pension liabilities fell, by £517,000 due to pensions
settled in the period, partially offset by actuarial gains. The rate applied
to discount the Scheme's liabilities remained unchanged at 5.7% from that used
at 31 March 2025, but was higher than the 5.0% applied at 30 September 2024.

 

14.          RISKS AND UNCERTAINTIES

 

There are a number of potential risks and uncertainties which could have a
material impact on the Group's performance over the remaining six months of
the financial year and could cause actual results to differ materially from
expected and historical results. The board believes these risks and
uncertainties to be consistent with those disclosed in our latest Annual
Report, including the effect of changes to interest base rates on the UK
economy and their impact on the Group's defined benefit pension scheme,
liquidity and financing, the Group's dependency on its manufacturers and their
stability and ability to supply new car product, used car prices and
regulatory compliance.

 

15.          CAPITAL COMMITMENTS

 

At 30 September 2025, the Company had capital commitments of £0.47 million
(2024: £0.06) million.

 

16.  CONTINGENT LIABILITY

 

Regulatory investigation into discretionary commission arrangements

In October 2024, the High Court ruled that lenders and credit brokers were
liable to customers where the disclosure of commission was insufficient to
obtain the customer's informed consent and that a fiduciary duty was held to
exist between the credit broker (motor retailer) and the customer. The outcome
of the case was unexpected and caused stakeholders considerable unease and
concern around historic finance commission earnings and potential liabilities
in the sector. As soon as was practicable after the ruling the Company moved
to full disclosure to customers of any applicable finance commission and there
has been no noticeable change in consumer behaviour. In July 2025, the Supreme
Court heard an appeal against this High Court ruling and determined that motor
dealers generally do not have a fiduciary duty to customers, meaning that they
are not automatically liable for undisclosed commissions. The Supreme Court
dismissed two of the three cases before it but upheld the High Court judgement
in the third case, where it determined that the levels of undisclosed interest
charged had made the contract unfair.

 

The Financial Conduct Authority ("FCA") is now consulting on the introduction
of a large-scale redress scheme for customers who purchased cars using finance
between April 2007 and November 2024. Their expectation is that such a scheme
is likely to be implemented in 2026.

 

The Company does not have sufficient certainty over the nature, timing or
value of any potential financial impact from this redress scheme to be able to
estimate the liability, if any, that may arise for the Company. As a result,
no liability has been recognised at 30 September 2025 in respect of this
investigation.

 

17.  RESPONSIBILTY STATEMENT

 

We confirm that to the best of our knowledge:

 

a)            these condensed consolidated financial statements
have been prepared in accordance with IAS 34 'Interim Financial Reporting';

b)            these condensed consolidated financial statements
include a fair review of the information required by DTR 4.2.7R of the
disclosure guidance and transparency rules (indication of important events
during the first six months and their impact on the set of financial
statements; and a description of the principal risks and uncertainties for the
remaining six months of the year); and

c)            the Half Year Report includes a fair review of the
information required by DTR 4.2.8R of the disclosure and guidance transparency
rules (disclosure of related parties' transactions and changes therein).

 

By order of the board

 

S G M Caffyn

Chief Executive

 

M Warren

Finance Director

 

27 November 2025

 

 

INDEPENDENT REVIEW REPORT

to Caffyns plc

 

Conclusion

Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 September 2025 is not prepared,
in all material respects, in accordance with UK adopted International
Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of
the United Kingdom's Financial Conduct Authority.

 

We have been engaged by the Company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 30
September 2025 which comprises the Condensed Consolidated Statement of
Financial Performance, the Condensed Consolidated Statement of Comprehensive
Expense, the Condensed Consolidated Statement of Financial Position, the
Condensed Consolidated Statement of Changes in Equity, the Condense
Consolidated Cash Flow Statement, and the related notes to the Consolidated
Unaudited Interim Financial Statements.

 

Basis for conclusion

Basis for conclusion We conducted our review in accordance with Revised
International Standard on Review Engagements (UK) 2410, 'Review of Interim
Financial Information Performed by the Independent Auditor of the Entity'
("ISRE (UK) 2410 (Revised)"). A review of interim financial information
consists of making enquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does not enable
us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an audit
opinion. As disclosed in note 2, the annual financial statements of the Group
are prepared in accordance with UK adopted international accounting standards.
The condensed set of financial statements included in this half-yearly
financial report has been prepared in accordance with UK adopted International
Accounting Standard 34, 'Interim Financial Reporting'.

 

Conclusions relating to going concern

Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on the review
procedures performed in accordance with ISRE (UK) 2410 (Revised), however
future events or conditions may cause the Group to cease to continue as a
going concern.

 

Responsibilities of directors

The directors are responsible for preparing the half-yearly financial report
in accordance with the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority.

 

In preparing the half-yearly financial report, 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.

 

Auditor's responsibilities for the review of the financial information

In reviewing the half-yearly report, we are responsible for expressing to the
Company a conclusion on the condensed set of financial statement in the
half-yearly financial report.

 

Our conclusion, including our Conclusions Relating to Going Concern, are based
on procedures that are less extensive than audit procedures, as described in
the Basis for Conclusion paragraph of this report. statement in the
half-yearly financial report.

 

 

Use of our report

Our report has been prepared in accordance with the terms of our engagement to
assist the Company in meeting the requirements of the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct Authority and for
no other purpose. No person is entitled to rely on this report unless such a
person is a person entitled to rely upon this report by virtue of and for the
purpose of our terms of engagement or has been expressly authorised to do so
by our prior written consent. Save as above, we do

not accept responsibility for this report to any other person or for any other
purpose and we hereby expressly disclaim any and all such liability.

 

 

Kreston Reeves Audit LLP

Statutory Auditor

Canterbury, UK

 

27 November 2025

 

Kreston Reeves Audit LLP is a limited liability partnership registered in
England and Wales

(With registration number: OC306454)

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