REG - FirstGroup plc - Final Results
10/06/2025 07:00
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RNS Number : 1167M FirstGroup plc 10 June 2025
FIRSTGROUP PLC
results FOR THE 52 WEEKS TO 29 march 2025
Further progress across rail and bus divisions underpinned by significant
investment in growth, diversification of earnings and decarbonisation
positioning the Group well, ahead of industry transition:
• FY 2025 Group adjusted revenue of £1,370.0m (FY 2024: £1,279.6m) reflects
strong underlying First Bus performance, higher variable fees in First Rail
DfT TOCs and further growth in open access rail
• Group adjusted operating profit increased to £222.8m (FY 2024: £204.3m),
driven by First Bus rising £12.4m to £96.0m and First Rail up £5.5m to
£148.8m
• Adjusted EPS growth to 19.4p (FY 2024: 16.7p) with earnings growth further
supported by repurchases of 54.8m shares during FY 2025
• Final dividend of 4.8p per share proposed with FY total of 6.5p (FY 2024
total: 5.5p)
• Additional £50m buyback programme announced
• c.£92m returned to shareholders via buyback programmes in FY 2025
• Significant investment in growth diversification and decarbonisation:
- £90m acquisition of RATP London with a c.12% share of London bus market
- further c.£31m of bolt-on acquisitions to grow First Bus's Adjacent services
market share
- £88m investment in First Bus, mostly on decarbonisation in FY 2025 net of
£22m of government co-funding
- acquisition of track access rights for two new open access rail services to
double existing capacity
- c.£500m order for 14 new, UK-manufactured Hitachi trains to facilitate First
Rail open access growth, with an option to invest an additional c.£460m
should our ongoing applications be approved
• Strong cash conversion and balance sheet strength maintained; adjusted
year-end net debt of £86.9m
FY 2025 (£m) FY 2024 (£m)
Cont. Disc. Total Cont. Disc. Total
Adjusted Revenue(1) 1,370.0 - 1,370.0 1,279.6 - 1,279.6
Adjusted operating profit/(loss) (2) 222.8 (0.6) 222.2 204.3 (1.9) 202.4
Adjusted operating profit margin 16.3% 16.2% 16.0% 15.8%
Adjusted profit/(loss) before tax(2) 165.1 (0.8) 164.3 139.0 (2.2) 136.8
Adjusted EPS (3,4) 19.4p (0.1)p 19.3p 16.7p (0.3)p 16.4p
Dividend per share 6.5p 5.5p
Adjusted net debt/(cash)(5) 86.9 (64.1)
FY 2025 (£m) FY 2024 (£m)
Statutory Cont. Disc. Total Cont. Disc. Total
Revenue 5,066.3 - 5,066.3 4,715.1 - 4,715.1
Operating profit/(loss) 222.6 4.9 227.5 46.5 (5.3) 41.2
Profit/(loss) before tax(6) 169.6 (24.4)
Total comprehensive income for the year 161.7 49.0
EPS(4) 21.3p (2.4)p
Net debt 974.8 1,144.8
- Bonds, bank and other debt net of (cash) (228.8) (313.7)
- IFRS 16 lease liabilities 1,203.6 1,458.5
'Cont.' refers to the continuing operations comprising First Bus, First Rail,
and Group items. 'Disc.' refers to discontinued operations, being First
Student, First Transit and Greyhound US.
Key developments
First Bus:
• 10.0% adjusted operating profit margin delivered in H2 2025 and 8.9% for the
full year, excluding London (FY 2024: 8.3%), due to further data-led
operational and yield improvements, cost efficiencies, and improved driver
availability offsetting inflationary pressures and lower funding
• Underlying(7) passenger volumes (excluding extra week in FY 2024) increased
c.2% vs. FY 2024
• 1.13m passenger journeys a day (FY 2024: 1.14m)
• Total revenue of £1,081.5m (FY 2024: £1,012.2m) despite a c.£17m reduction
in funding; underlying passenger revenue growth of 7% vs FY 2024
• Adjacent services revenue increased to £270.8m (FY 2024: £219.8m) resulting
from contract wins and extensions and the contribution of businesses acquired
in FY 2024 and FY 2025
• Acquisition of RATP London completed in February 2025 sees First Bus enter the
London bus market at scale with anticipated material medium-term earnings
growth; the business, now named First Bus London, contributed £23.2m revenue
and £0.6m adjusted operating profit in March 2025
• Adjacent services portfolio bolstered by acquisitions of Anderson Travel,
Lakeside Coaches and Matthews Coach Hire, and Flixbus contract, with
anticipated combined annual revenues of c.£37.2m
• Actively participating in upcoming regional franchising opportunities in
England
• Continued progress in electrification:
- Group net investment of £88m in FY 2025 in First Bus, mostly on
electrification, alongside ZEBRA co-funding of £22m, and an additional
c.£20m of ZEBRA 2 funding awarded in March 2025
- c.1,115 electric buses (c.20% of our fleet) in operation including in London
at end of March 2025; we now have three fully electric depots and ten further
depots substantially electrified outside London
- 39 diesel to electric 'repowers' ordered in FY 2025 following successful
trials
- third party charging underway at multiple depots outside London with new
contracts signed, including with Centrica and a number of eHGV operators
- continued focus on energy cost efficiencies, including vehicle smart charging
and investment in depot energy management systems and controls
First Rail:
• 2.9m open access passenger journeys in FY 2025 (FY 2024: 2.7m);
• Open access revenue increased to £106.4m (FY 2024: £99.8m), with adjusted
operating profit of £34.1m (FY 2024: £30.0m)
• DfT TOCs financial performance ahead of expectations due to higher than
forecast final variable fees
• First Rail successfully took over the operation of the London Cable Car in
June 2024; anticipated revenues of c.£60m over an eight-year contract period
• Acquisition of track access rights for two new open access services between
London Euston and Stirling and between London Paddington and South Wales to
double existing seat capacity in the next two to three years; anticipated
annual revenues of c.£100m with a double digit operating margin, post
mobilisation
• Open access applications submitted to Office of Rail and Road for additional
paths on our current operations, the extension of Hull Trains to Sheffield and
Lumo to Glasgow, a new Lumo Rochdale-London service and for additional
services from London Paddington to Carmarthen, Hereford and Paignton
• Additional services revenues of £110.7m (FY 2024: £98.2m), with operating
profit growth in Mistral Data, First Customer Contact ('FCC') and First Rail
Consulting partially offset by higher business development costs
• South Western Railway transitioned to DfT control on 25 May 2025; First Rail's
Additional services businesses continue to provide services to SWR
Corporate:
• £115m on-market share buyback programme completed in August 2024 and
subsequent £50m programme completed in March 2025
• The Group's £300m Revolving Credit Facility was extended for five years and a
new £150m Term Loan Facility to fund First Bus electrification was agreed
• Legacy North America Greyhound pension obligations fully discharged resulting
in one-off net settlement gain of £5.1m after related costs recognised in H1
2025
FY 2026 outlook
• Current trading and the outlook for FY 2026 remain in line with the Group's
expectations:
- The Group expects to at least maintain adjusted earnings per share in FY 2026
- First Bus: further adjusted operating profit progress anticipated in FY 2026
driven by First Bus London, productivity, overhead and yield improvements, the
contribution of businesses acquired in FY 2024 and FY 2025 and growth in
Adjacent services, partially offset by inflationary pressures
- First Rail: adjusted revenue and adjusted operating profit will be marginally
lower, reflecting lower fees following the transfer of SWR to public ownership
and a normalised level of DfT TOC variable fees offset by continued revenue
growth in the current open access operations, tempered by mobilisation costs
for the new open access operations
• Annualised cost savings of at least £15m being delivered in H1 2026 as a
result of business restructuring
• Adjusted net debt position expected to be in the range of £120-130m at the
end of FY 2026, reflecting strong cash generation, investment in
decarbonisation and before any deployment of growth capital
• As the DfT TOCs transition to public ownership, we anticipate a cash inflow of
c.£120m from the DfT TOCs, after any reorganisation cash costs the Group may
incur, over a three-year period from April 2025, with cash received from the
management fees a year in arrears. This includes earnings from the Additional
services businesses that are expected to continue supporting the DfT TOCs for
a year after their contracts end, as required under the National Rail
Contracts
• We will participate in upcoming regional bus franchising and other UK rail
opportunities and continue to evaluate a pipeline of value-accretive inorganic
growth opportunities in line with the Group's disciplined capital allocation
policy
Commenting, Chief Executive Officer Graham Sutherland said:
"I am pleased to report another positive set of results for our 2025 financial
year. We have further strengthened our businesses and continued to deliver
against our strategy, including growing and diversifying our earnings in both
First Bus and First Rail. This leaves us well placed to at least maintain our
adjusted earnings per share in FY 2026, from a stronger base, as we continue
to successfully navigate a period of transition in bus and rail in the UK.
"Our focus remains on operational excellence and the disciplined deployment of
capital to maintain our accelerated investment in decarbonisation and
continuing to build a diverse, sustainable earnings base, while returning any
excess capital to shareholders."
Contacts at FirstGroup: Contacts at Brunswick Group:
Marianna Bowes, Head of Investor Relations Simone Selzer
Stuart Butchers, Group Head of Communications Tel: +44 (0) 20 7404 5959
corporate.comms@firstgroup.co.uk (mailto:corporate.comms@firstgroup.co.uk)
Tel: +44 (0) 20 7725 3354
Contacts at Panmure Liberum: Contacts at RBC Europe Limited:
Nicholas How / John More James Agnew / James Maitland
Tel: +44 (0) 20 3100 2000 Tel: +44 (0) 20 7653 4000
A presentation and webcast for investors and analysts will be held at 09:00
(BST) today in London. To register to join in person or to request the webcast
details, please email corporate.comms@firstgroup.co.uk
(mailto:corporate.comms@firstgroup.co.uk) . To access the presentation to be
discussed on the webcast, together with a PDF copy of this announcement, go to
www.firstgroupplc.com/investors (http://www.firstgroupplc.com/investors) . A
playback facility will also be available there in due course.
Notes
(1) 'Adjusted revenue' is defined as revenue excluding that element of DfT TOC
revenue, and related intercompany eliminations, where the Group takes
substantially no revenue risk. The Adjusted revenue measure includes
management and performance fee income earned by the Group from its DfT TOC
contracts.
(2) 'Adjusted operating profit/(loss)' and 'Adjusted profit/(loss) before tax'
are before adjusting items as set out in note 3 to the financial statements
(3) 'Adjusted earnings' are shown before net adjusting items and excludes IFRS
16 impacts in First Rail management fee operations. For definitions of
alternative performance measures and other key terms, see the definitions
section on pages 26-27.
(4 ')Adjusted EPS' and EPS are based on the weighted average number of shares
in the period of 597.7m (FY 2024: 662.9m) reflecting the current year and
prior year share buybacks.
(5 ')Adjusted net debt/(cash)' is bonds, bank and other debt net of free cash
(i.e. excludes IFRS 16 lease liabilities and ring-fenced cash).
(6 ')FY 2024 statutory operating loss of £(24.4)m included predominantly
non-cash charges of £142.3m relating to the Group's termination of its
participation in two Local Government Pension Schemes during the year, with an
offsetting £160.4m gain in the Condensed Consolidated Statement of
Comprehensive Income.
(7) 'Underlying' adjusts for certain items which distort period-on-period
trends in our commercial bus business, described on page 26-27.
Legal Entity Identifier (LEI): 549300DEJZCPWA4HKM93. Classification as per DTR
6 Annex 1R: 1.1.
About FirstGroup
FirstGroup plc (LSE: FGP.L) is a leading private sector provider of public
transport services. With £5.1 billion in revenue and around 30,000 employees,
we transported almost 2m passengers a day in FY 2025. We create solutions that
reduce complexity, making travel smoother and life easier. Our businesses are
at the heart of our communities and the essential services we provide are
critical to delivering wider economic, social and environmental goals. Each of
our divisions is a leader in its field: First Bus is one of the largest bus
operators in the UK, serving more than 25% of the population in the UK with a
fleet of c.5,800 buses, and carrying more than a million passengers a day.
First Rail is one of the UK's most experienced rail operators, with many years
of experience running long-distance, commuter, regional and sleeper rail
services. We operate a fleet of c.3,800 locomotives and rail carriages through
two DfT contracted train operating companies: WCP (incorporating Avanti West
Coast and West Coast Partnership Development) and GWR, and two open access
routes (Hull Trains and Lumo). We are formally committed to operating a zero
emission First Bus commercial fleet by 2035, and First Rail will help support
the UK Government's goal to remove all diesel-only trains from service by
2040. During FY 2025 FirstGroup received MSCI's highest possible ESG rating of
AAA, was named one of the world's cleanest 200 public companies for the sixth
consecutive year and holds an Industry Top-Rated status with Sustainalytics
and Sustainability Yearbook membership with S&P Global. We provide easy
and convenient mobility, improving quality of life by connecting people and
communities. Visit our website at www.firstgroupplc.com and follow us
@firstgroupplc on X.
Chief Executive Officer review
Introduction
FY 2025 has been another year of strong performance, further reinforcing our
track record for delivery. Our adjusted operating profit has grown to
£222.8m, from £204.3m in FY 2024, and our adjusted earnings per share
('EPS') has increased to 19.4p (FY 2024: 16.7p), with higher earnings
benefiting from the buyback programmes we completed during the year. We have
also recently completed a corporate restructuring to deliver significant cost
savings and are well placed to at least maintain our adjusted EPS in FY 2026,
off a stronger more diversified earnings base.
Continued growth in First Bus
We have improved our First Bus business over the last few years, growing
revenues from £790m in FY 2022 to over £1bn in FY 2025 despite lower
government funding. This is a great achievement and testament to the hard work
and actions the team has taken to strengthen and grow the business.
In H2 2025 we delivered on our adjusted operating margin target of 10.0%
excluding the contribution from London. For the full year First Bus has
reported revenue of £1,081.5m (FY 2024: £1,012.2m) and adjusted operating
profit of £96.0m (FY 2024: £83.6m), despite a £17m reduction in funding.
This reflects further operational improvements, network and cost efficiencies,
increased driver numbers, our newer electric fleet and the contribution of the
businesses we acquired in FY 2025 and FY 2024.
Following the introduction of the £3 fare cap in England in January 2025,
replacing the £2 cap, we introduced a clear and simple distance-based fare
structure and the resulting yield increases outpaced a slight decline in
passenger volumes in H2 2025. For the full year, passenger volumes grew by
c.2% (excluding the extra week in FY 2024).
Entering the London bus market at scale
At the end of February, we completed the £90m acquisition of RATP London.
This was a significant acquisition for the Group as the market recovers and
has allowed us to enter London with a c.12% market share. The business, now
named First Bus London, contributed revenue of c.£23.2m and adjusted
operating profit of £0.6m in March 2025. As the route contracts evolve over
the next five years, we anticipate annual revenues of £300-350m, with
operating margins in line with historical London levels of 6-7%. We are very
pleased to welcome RATP London's employees to the Group and the integration of
the business is progressing well.
Increased revenue contribution from Adjacent services
As a result of further contract wins and extensions, and the contribution of
the businesses we have acquired over the last two years, our Adjacent services
revenue has grown from £219.8m in FY 2024 to £270.8m in FY 2025. We have
continued to bolster our portfolio during the year, with the acquisitions of
Anderson Travel, Lakeside Coaches and Matthews Coach Hire in Ireland, and a
new contract with Flixbus.
Leaders in electrification
We invested c.£88m in First Bus in FY 2025, mostly on decarbonisation, net of
c.£22m of government co-funding. At the end of March 2025, c.20% of our bus
fleet was zero emission and we now have three fully electric depots and a
further ten substantially electrified depots and electrification underway at a
further five depots outside of London. As well as lowering emissions we are
benefitting from electrification operational and cost efficiencies and making
use of smart technologies to optimise our battery charging and energy use.
We were the first operator to allow access to third party organisations and
businesses to the charging facilities at our depots. During FY 2025 we have
announced further third party charging partnerships, including with Centrica
and a number of eHGV operators. We also continue to share our expertise with
other operators and local authorities, including hosting regular
knowledge-sharing sessions.
Focus on operational delivery in First Rail
In First Rail, we remain focused on delivering for our customers and partners.
The division's financial performance for FY 2025 was ahead of expectations due
to higher than previously forecast variable fees from the Department for
Transport-contracted Train Operating Companies ('DfT TOCs'). Adjusted
operating profit increased to £148.8m (FY 2024: £143.3m).
Our open access operations, Hull Trains and Lumo, have continued to perform
well thanks to strong demand, effective yield management and continued high
levels of customer satisfaction. They have delivered adjusted operating profit
of £34.1m in FY 2025, up from £30.0m in FY 2024.
Our Additional services businesses, FCC, Mistral Data and First Rail
Consultancy continue to perform well. They contributed revenues of £110.7m in
FY 2025, up from £98.2m in FY 2024.
In line with the Government's announced policy, the DfT took over the
operation of South Western Railway ('SWR') on 25 May 2025. Improving the
infrastructure, customer experience and rolling stock across SWR's services
during our eight-year stewardship has enabled us to deliver for our
passengers, who make more than 150 million journeys each year. I would like to
thank our teams for their hard work and support to ensure a successful
transition.
Driving modal shift
Driving modal shift from car and air travel to bus and train is a key
strategic priority and commercial driver for the Group, and crucial for
reducing congestion and improving air quality. To encourage modal shift we
strive to deliver the best possible customer experience, with reliable,
cost-efficient services, and we are growing our businesses to increase
capacity.
Highlights during the year have included the launch of the 'Everyday Actions'
internal programme in First Bus to drive service improvements. This was
complemented by a major brand refresh to deliver a consistent look and feel
for customers and re-focus the business on its people and customers. A new
external campaign, 'Moving the everyday' was launched alongside the brand
refresh, to inspire people to switch from cars to buses, highlighting the role
buses play in unlocking environmental, social, economic and health benefits.
In First Rail, we are adding capacity and applying for new routes in open
access and participating in other contract opportunities. We successfully took
over the operation of the London Cable Car at the end of June 2024. Our team
is now focused on working with Transport for London to enhance the customer
proposition and place the service at the heart of its local community.
Leading in sustainability
Leading in environmental and social sustainability has long been a priority
for the Group. We are committed to the safety of our customers, our employees
and all third parties in contact with our businesses. We are investing in
decarbonisation, enhancing our operations and driving modal shift to reduce
our environmental impact and support growth and prosperity across the UK.
During FY 2025, we have again been recognised for our achievements and
progress to date, including our inclusion in the most recent S&P
Sustainability Yearbook and Clean200 report as well as receiving MSCI's
highest possible ESG rating of AAA. We are also very pleased to have just been
ranked among Corporate Knights' Europe 50 Most Sustainable Corporations.
In March, we were pleased to publish our first Climate Transition Plan,
marking another important step in our sustainability journey. It sets out our
comprehensive strategy to meaningfully reduce emissions, manage
climate-related risks, drive modal shift and contribute to social and economic
growth in the communities we serve.
Building a diverse, quality and sustainable earnings base
Our cash generative businesses and balance sheet capacity allow us to invest
in value accretive opportunities to grow and diversify our portfolio, creating
a diverse, quality and sustainable earnings base that is less affected by
changes in government policy.
In First Bus, we have bolstered our Adjacent services business to grow our
market share and extend our geographical reach. We have demonstrated that we
have the capability to successfully integrate new businesses and there is
still considerable scope for us to grow in this market, specifically in
airport services, workplace shuttles and coach services, which offer stable
earnings with attractive margins. As I mentioned above, the acquisition of
RATP London was significant for the Group, allowing us to enter London in a
strong position, with anticipated material earnings contribution in the medium
term.
In First Rail, we have made very good progress in growing our UK open access
capacity. We have acquired track access rights for two new services, between
London and South Wales and between London and Stirling which will double our
current seat capacity and treble Lumo's services in two to three years' time,
creating a national brand. We have also submitted applications to the ORR for
extensions to our existing services and for new routes where we have
identified there is capacity and demand. Should these applications be
successful, we will treble our existing capacity.
We have a disciplined capital allocation policy and a strict set of criteria
when assessing investment opportunities. They must be complementary to our
existing portfolio and the Group's strategy, thoroughly assessed for risks and
opportunities and operated within a well-understood contractual, political and
regulatory environment with an appropriate balance of risk and reward.
A strong cash conversion and balance sheet enables progressive shareholder
returns
We have reported a year-end adjusted net debt of £86.9m, having invested
c.£88m in decarbonisation and c.£140m on acquisitions and returned £126m to
shareholders via dividends and our buyback programmes.
We repurchased the remainder of our 2024 bonds, extended our £300m Revolving
Credit Facility for five years and agreed a new £150m Term Loan Facility to
fund the continued electrification of our bus fleet. We also fully
discharged our remaining legacy Greyhound pension obligations.
In light of the Group's strong performance in FY 2025, the Board has proposed
a final dividend of 4.8p per share (FY 2024: 4.0p per share) in line with the
current policy of around three times adjusted EPS cover ratio. This will
result in a dividend payment of c.£27m, to be paid on 8 August 2025 to
shareholders on the register at 4 July 2025. We have also announced an
additional £50m buyback programme today.
Our positive cash generation and strong balance sheet allow us to capitalise
on opportunities to grow our business as our industries transition, to
maintain our progressive dividend policy and for further potential returns to
shareholders.
A period of significant change in UK bus and rail
The rail and bus industries in the UK will see significant change over the
next few years, with the National Rail Contracts moving to public ownership,
and in the bus sector, a number of regions outside London planning to adopt
the franchising model.
First Rail has been one of the largest operators for more than 25 years,
working successfully with a wide range of partners and stakeholders under
various contract types and delivering various significant rail infrastructure
projects and fleet upgrades. Companies such as ours can bring innovation,
enhanced service delivery, private investment and focus on cost control. Our
DfT TOCs have saved more than £360m for the DfT in their annual business
plans over the last four years. Hull Trains and Lumo have delivered
substantial economic growth and created jobs in the communities they serve,
grown demand and contributed to the funding of the rail network.
Enhancing rail connections is critical to boosting economic growth in the UK
and we believe that, delivered effectively, rail reform will ensure the
industry can grow passenger numbers, generate greater revenues and develop the
value of rail in a customer-focused, dynamic and efficient environment. We
believe that any future rail policy must fully embrace open access. It has
been a hugely successful aspect of the rail industry over the last 25 years,
connecting previously under-served places and providing additional capacity,
which helps drive more people towards rail and away from less sustainable
forms of transport at no cost to the tax payer. Services are provided entirely
at the operator's own commercial risk and bring private investment into the
sector. They create jobs and over £1bn in economic benefit to the UK, while
driving modal shift to rail over more carbon intense transport modes such as
car or plane.
In bus, we are one of the largest operators in the UK, carrying more than a
million passengers a day. We are well placed to support the transformation of
the bus sector, leveraging our expertise to work in close partnership with
national, regional and local governments, in every regulatory environment, to
ensure the best outcomes for customers. We believe this can be achieved with a
focus on bus priority and congestion tackling measures, 'bus first' planning
decisions, targeted fare initiatives for young people to support life long bus
usage, improved reliability, enhanced facilities and accessibility, attracting
workers to the sector and making bus a leading visible indicator in the green
transition.
Well positioned to navigate the industry transition
Over the last few years we have worked to transform, grow and diversify our
businesses, including a recently completed corporate restructuring. Coupled
with our strong balance sheet and leading positions, this leaves us well
placed to navigate the industry transition ahead.
In First Bus we intend to win our fair share of the regional franchise market,
develop our existing commercial bus business and grow our Adjacent services
market share, and we will continue to actively evaluate a pipeline of
inorganic growth opportunities in existing and new areas across the UK. We
will also make use of our property portfolio and decarbonisation credentials
to drive innovation, leverage electrification efficiencies and generate new
revenue streams in the energy sector.
In First Rail, we are focused on growing our successful open access business,
identifying where we can scale our Additional services businesses, bidding for
new contracts and identifying new open access opportunities in the UK, as well
as monitoring open access opportunities in Europe as the market continues to
liberalise.
Board changes
At our AGM in July 2024, David Martin announced his intention to retire from
the Board. I am grateful to David for his contribution to the Group and the
strategic progress that he has overseen.
On 1 February 2025, Lena Wilson CBE joined the Board as Chair. Lena is
currently Senior Independent Director at NatWest Group plc, and has held
senior and Board roles at a number of listed and private companies. She was
also Chief Executive of Scottish Enterprise from 2009 to 2017 and prior to
that a Senior Investment Adviser to The World Bank in Washington DC. We are
delighted that Lena has joined the Group and there is no doubt that we will
benefit from her substantial experience in both the public and private
sectors.
Outlook
We have entered FY 2026 with a stronger and more diversified earnings base and
expect to at least maintain our adjusted EPS, with a lower contribution from
the DfT TOCs offset by further profit growth in First Bus and lower corporate
costs, aided by at least £15m of annualised cost savings as a result of the
restructuring of our businesses.
In First Bus, we are restructuring the business to ensure we remain a strong
and agile business as we respond to changes in the UK bus market. We
anticipate further progress during FY 2026, with incremental yield, network
and operational efficiencies, the contribution of the businesses acquired in
the last two years and cost savings resulting from the restructuring of the
business offsetting continued inflationary pressures and the anticipated
c.£15m impact of the increase in employers' National Insurance contributions.
We anticipate revenue of c.£1.4bn from First Bus in FY 2026, including
c.£300m from First Bus London.
In First Rail, we anticipate lower adjusted revenue and adjusted operating
profit, reflecting the transfer of SWR to public ownership, a normalised level
of DfT TOC variable fees and mobilisation costs in our new open access
operations, offset by continued growth in our current open access operations.
The Government's announced policy is to bring the National Rail Contracts into
public ownership at the earliest possible opportunity, with SWR transferring
on 25 May 2025, c2c on 20 July and Greater Anglia on 12 October 2025, with
subsequent contracts transferring at intervals of approximately three months
in the order that their current core contractual terms expire.
As the contracts transition, we anticipate a cash inflow of c.£120m from the
DfT TOCs, after any reorganisation cash costs the Group may incur, over a
three-year period from April 2025 with cash received from the management fees
a year in arrears. The increase in the anticipated cash inflow to the Group
has primarily been driven by higher variable fees in FY 2025 combined with GWR
now expected to transition in FY 2027. This cash receipt includes the earnings
from the division's Additional services businesses which are expected to
continue supporting the DfT TOCs for a year or more after the National Rail
Contracts end. First Rail continues to support Trans Pennine Trains in a
number of areas two years after the transition of the National Rail Contract.
In First Bus, positive free cash flow is anticipated after net cash capital
expenditure of c.£150m, mainly on decarbonisation.
Looking further ahead, we anticipate that our First Bus and our First Rail
open access businesses will continue to grow from their existing strong bases.
We also expect them to be more cash generative following a period of
significant investment in the First Bus fleet and open access rail being
capital light, with rolling stock funded through operating leases for the
duration of the track access agreements.
Conclusion
In FY 2025 we have successfully executed our strategy, further strengthened
our businesses and grown and diversified our portfolio despite high inflation
and the impact of public policy changes. Our strong performance is testament
to the expertise and efforts of our people and I am very grateful to all our
teams for their continued hard work to ensure we provide the best possible
services for our customers and stakeholders.
Looking ahead, for some time now we have been working to restructure our
businesses and cost base ahead of a period of major transition for the Group.
We are confident we will at least maintain our adjusted EPS in FY 2026, from a
stronger, more diverse earnings base, with scope for material earnings growth
in the medium term as we grow revenues in First Bus and open access rail.
As a leading, highly experienced and innovative public transport operator we
are well placed to participate in future opportunities in UK bus and rail and
to continue our significant investment in growth and decarbonisation. We
recognise that we have a critical role to play in the delivery of the
country's wider economic, social and environmental goals, and will continue to
take a proactive approach, demonstrating our strengths as a trusted,
experienced partner for the delivery of public transport services.
Graham Sutherland
Chief Executive Officer
10 June 2025
Business Review
First Bus
£m
FY 2025 FY 2024 Change
Revenue 1,081.5 1,012.2 +69.3
Adjusted operating profit 96.0 83.6 +12.4
Adjusted operating margin 8.9% 8.3% +60bps
EBITDA 160.1 148.1 +12.0
Adjacent services revenue 270.8 219.8 +51.0
Passenger volumes (m) 412.0 424.4 (12.4)
Regional revenue per mile (£) 5.58 5.38 +0.20
Net operating assets 813.3 580.2 +233.1
Net capital expenditure 88.2 129.4 (41.2)
Return on Capital Employed(1) 11.1% 11.5% (40)bps
1 Return on capital employed is a measure of capital efficiency and
is calculated by dividing adjusted operating profit after tax by average year-
end assets and liabilities excluding debt items.
First Bus revenue increased to £1,081.5m in FY 2025 compared with £1,012.2m
in FY 2024, which had an extra week of trading and included the operation of
the Oldham depot in Manchester. Total passenger revenue grew to £785.6m (FY
2024: £769.1m), with regional revenue per mile up by 4%.
Our adjusted operating profit increased to £96.0m in FY 2025 compared with
£83.6m in FY 2024 which included c.£1.4m from the extra week of trading. In
H2 2025 we delivered our targeted adjusted operating margin of 10.0%, with a
margin of 8.9% for the full year, excluding First Bus London (FY 2024: 8.3%).
This reflects the delivery of further operational improvements, network and
cost efficiencies, increased driver numbers, our newer electric fleet and the
contribution of recently acquired businesses, which offset ongoing
inflationary pressures and a £17m reduction in funding.
Revenue from Adjacent services has also grown, to £270.8m from £219.8m in FY
2024 thanks to further contract wins and extensions and the contribution of
the businesses we acquired in FY 2024 and FY 2025.
We successfully managed the transition from the £2 fare cap to £3 in England
in January 2025, introducing a new fare structure, making use of our 'Tap On,
Tap Off' technology that allows us to introduce simple, distance-based fares.
The resulting yield increases outpaced a slight decline in passenger volumes
in H2 2025. For the full year, excluding the extra week in FY 2024, passenger
volumes increased by c.2%, with concessionary volumes up 4% and commercial
volumes flat versus the prior year.
The free travel for under-22s scheme in Scotland and the £2, and subsequent
£3 fare cap in England continued to support demand during FY 2025. Under the
Scottish Government's under-22s scheme, operators are reimbursed a proportion
of the cost of a full adult fare. Under the £3 fare cap scheme in England,
operators agree a reimbursement schedule in advance with the DfT based on the
projected cost to the operator for charging a flat £3 fare for journeys that
would otherwise have cost more.
In February 2025 the Welsh Government announced plans for a year-long pilot
scheme offering £1 single bus fares and £3 day tickets to under-22s in Wales
from September and earlier this month we were very pleased to welcome the
Chancellor of the Exchequer to our Huddersfield bus depot as she unveiled
details of £15.6bn in funding for local transport projects across England's
city regions. We welcome this investment by government and it is good to see
that buses are put at the forefront of these projects.
We very much welcome government funding in critical areas and in key
demographics, including in air quality, modal shift and economic growth. We
are seeing some evidence in Scotland that young people continue to use the bus
when they turn 23, reinforcing our support for young person funding schemes to
encourage life long bus use.
Our post-tax return on capital employed decreased to 11.1% during the period
(FY 2024: 11.5%). This reflects the growth in adjusted operating profit offset
by growth investments, and the continued accelerated investment in the
electrification of our fleet and infrastructure which, thanks to lower
operating costs and potential adjacent revenue streams resulting from
electrification, is anticipated to increase future profitability.
Focus on continued operational improvement
Our focus remains on the everyday basics, delivering incremental performance
improvements to deliver the best possible services for our customers, drive
further revenue growth and ensure we are in a strong position to participate
in future franchise and commercial opportunities. We remain committed to the
safety of our customers, employees and all third parties in contact with our
business. In FY 2025, we launched an internal programme, 'Everyday Actions' to
drive these improvements. We also continue to make use of our industry-leading
data and software tools to improve our service delivery, align services to
demand, implement smarter fares and drive operational and cost efficiencies
throughout the business.
To manage the transition to the £3 fare cap and the increased employer's
National Insurance contributions from 1 April 2025, alongside the new fare
structure we introduced in H2 2025, we have delivered further network
efficiencies, working with our local authority partners to ensure there is the
necessary coverage for local communities.
Thanks to our continued efforts and investment in our recruitment and employee
programmes, we have recruited over 100 more drivers during FY 2025. We are
also benefiting from our newer electric fleet, with an average fleet age in FY
2025 of 8.8 years, down from 10.1 years in FY 2022 and 9.0 years in FY 2024.
A highlight of the year has been the launch of a ground-breaking new learning
agreement with our trade union partner, Unite the Union. It includes six new
learning centre hubs, offering all frontline colleagues a dedicated facility
that puts continual learning opportunities outside of their day-to-day
skillset at the forefront, equipping them with new skills to drive forward
their careers and better support First Bus customers. Colleagues will have
access to both vocational and non-vocational modules, alongside support from a
trained and full-time Trade Union Learning Representative. We are proud of
this important initiative, which builds on the strong foundations of an
ongoing education partnership with Unite the Union that has spanned over two
decades.
Industry-wide inflationary pressures continued during FY 2025. Costs increased
due to inflation by c.3.5%, mostly in wages, where there was a 5% average
increase in driver pay awards, much of which is carried over from agreements
in the previous financial year; this was offset by pricing changes of c.£41m
and network and operational efficiencies of c.£10m. In line with our focus on
staggered, multi-year pay award settlements, c.16% of our driver pay awards
for FY 2026 were previously agreed, at an average increase of c.3%, and we
have commenced negotiations for pay awards due in FY 2026.
We have fuel and electricity hedging programmes in place to mitigate in-year
cost inflation and overall volatility of fuel and energy costs, and these
programmes continue to evolve as we transition the First Bus fleet to zero
emission.
A refreshed, unified brand marks a major milestone in our transformation
journey
Over the last few years, we have transformed our operational and financial
performance and grown our business both organically and inorganically. In
December 2024, following extensive planning and incorporating feedback from
our customers and employees, we launched a refreshed First Bus brand. This is
yet another important milestone in our transformation journey and reinforces
our focus on our customers, with a clear, consistent brand that is easier to
recognise and engage with. Alongside the brand refresh we launched a campaign
'Moving the everyday', to inspire people to switch from cars to buses,
highlighting the role buses play in unlocking environmental, social, economic
and health benefits.
In addition to the rebrand, we have launched a major digital transformation
programme to improve and streamline a number of our processes and functions.
This includes the introduction of new systems in HR, payroll and back office
services, new ticket machines and further improvements to our customer app.
Entering the London bus market at scale
At the end of February 2025, we completed the £90m acquisition of RATP London
and created First Bus London. This was a significant acquisition for First Bus
and has allowed us to enter London with a c.12% market share and strong
operational footprint as the market recovers, with anticipated material
earnings growth in the medium term. It will also bolster our credentials when
bidding in future franchise opportunities.
With ten depots in West and Central London, c.3,700 employees and a fleet of
around 1,000 buses, the business, now named First Bus London, contributed
revenue of £23.2m and adjusted operating profit of £0.6m in March 2025 and
the integration of the business has progressed well. As the route-contracts
evolve over the next five years, we anticipate annual revenues of £300-350m,
with operating margins in line with historical London levels of 6-7%.
A £38m onerous contract provision ('OCP') was recognised on acquisition,
covering c.50 contracts of the total of c.90 TfL route contracts. The OCP is
expected to unwind over the coming five years as these previously loss-making
contracts are replaced by new contracts that reflect the current higher costs
of contract delivery given the structural shift that occurred in the cost
base, mainly driver wages, as London recovered from the impact of Covid-19.
The Group anticipates funding of c.£10m over the next two years to cover the
anticipated losses and capital expenditure before the business is cash
positive from FY 2027 onwards. This does not include vehicle capital
expenditure, where we are evaluating the optimal capital structure going
forward.
We are very pleased to welcome RATP London's employees to First Bus to
continue the delivery of the proven turnaround plan.
Growing our Adjacent services portfolio and operational footprint
In FY 2025 we have continued to grow our Adjacent services business, through
new contract wins and extensions and the targeted acquisitions of
complementary, value accretive businesses that we have successfully integrated
into the business. Our Adjacent services revenues have increased by 23% during
the year to £270.8m, thanks to new and extended contracts in our workplace
shuttle services for a number of high-profile brands as well as a number of
Park & Ride contracts and the contribution of the businesses we have
acquired in FY 2025 and FY 2024.
As well as growing our coach business and extending our operational footprint
in the UK, we anticipate that the acquisitions we have made in Adjacent
services over last few years will contribute combined annual revenues of
c.£124m and adjusted operating profit of c.£17m on a current run rate basis.
In FY 2025 we acquired Anderson Travel, Lakeside Coaches and Matthews Coach
Hire in Ireland, all well-established, profitable businesses with attractive
margins and excellent growth profiles, for a total acquisition cost of £31m.
We also entered into a new, five-year contract with FlixBus to operate eight
coach routes across the UK, from May 2025, spanning from Penzance to
Newcastle, out of our depots in Bath, Bristol, Slough, Taunton, Truro and
Weston-super-Mare as well as in Yorkshire.
We have built a strong regional footprint and a credible market position in
Adjacent services but there is still considerable scope for us to grow,
specifically in airport services, workplace shuttles and B2B and B2C coach
services. We have a highly experienced business development team and will
continue to leverage our operational strengths, infrastructure and
decarbonisation credentials to grow our market share and maximise commercial
return through longer-term, higher-value contracts.
A leader in bus fleet and infrastructure decarbonisation
We continue to make good progress towards our target of a zero emission
commercial bus fleet by 2035 and remain at the forefront of bus
decarbonisation in the UK. The experience and expertise we have built over the
last few years places us in a strong position when bidding for new contracts
and we are also able to share our learnings, including through our monthly
sessions for local authorities and other partners and operators to learn about
decarbonisation.
Our progress has been underpinned by our accelerated investment in
decarbonisation, alongside available government co-funding. During the year,
we continued to secure advance power connections to our sites, to install
charging infrastructure and purchase electric vehicles. We invested net
capital expenditure of c.£88m in First Bus in FY 2025, mostly on
electrification, with £22m secured from the UK Government's ZEBRA co-funding
schemes. In March 2025, we worked successfully with our local authority
partners, to secure an additional £20m of ZEBRA 2 funding that had not yet
been utilised. In addition to adding more chargers and vehicles to existing
electrified depots, we introduced electric buses and infrastructure in
Taunton, Basildon, Weston-super-Mare and Bristol. Later in 2025, our Bristol
Hengrove depot will be fully electric, a fantastic change for our customers
and colleagues in the city.
At the end of March 2025 we had c.1,115 zero emission buses, c.20% of our
fleet, including in London, and outside London we now have three fully
electrified and ten substantially electrified depots and electrification
underway at a further five depots. We have more than 900 charging outlets at
our depots outside London and have secured further third-party charging
contracts during FY 2025, including with Centrica and a number of eHGV
operators. RATP London was an early mover in electrification in the London
market. At the end of March 2025, c.35% of the First Bus London fleet was
electric, with charging infrastructure installed at five of ten depots.
Following successful trials, in FY 2025 we placed an order for 39 'repowers'
with NewPower, a new entity launched by UK manufacturer Wrightbus. These are
mid-life diesel or hybrid buses that have been converted to run entirely on
electricity. Alongside the benefits of electric buses such as reduced
emissions and lower operating costs, repowered vehicles are cheaper than new
electric buses, can extend the lifespan of buses and avoid the emissions of
manufacturing new vehicles, representing an important, incremental component
of our decarbonisation strategy.
Our strategic partner Hitachi Zero Carbon has made further progress in FY
2025. This has included agreements to pilot its ZeroCarbon Battery Manager
with Italian bus operator AMT Genoa to maximise fleet energy and battery
efficiency, and with Indian bus manufacturer JBM Group to deploy the solution
on their electric buses to enhance performance, extend battery life and
maximise residual value.
The electrification of our fleet and infrastructure is a key component in the
transformation of our business. It will allow us to standardise and reduce the
size of our commercial fleet to drive efficiency and lower engineering costs
whilst delivering the same mileage. Furthermore, by making use of smart
charging software and, where possible, charging our vehicles when electricity
prices are lower, we can optimise our energy use, increase battery efficiency
and potentially extend battery life. Looking further ahead, in addition to the
revenues generated from third party charging at our depots, we are well
positioned to benefit from other potential value accretive, adjacent
electrification revenue streams. This includes capacity market trading,
on-site battery storage, opportunities on residual battery capacity and
efficient battery recycling post commercial use through our joint venture with
Hitachi Zero Carbon.
Well positioned to participate in franchising and partnership opportunities
The regional bus market will see considerable change over the next few years,
as a number of Mayoral Authorities outside London choose franchising as their
preferred future option for bus delivery. This includes some areas where we
currently operate, and others where we do not, representing an opportunity for
us to enter new markets.
As a leading, highly experienced operator with a large, well-capitalised fleet
and depot footprint we are well positioned, and will actively take part in
franchising opportunities as they commence. These include in Liverpool City
Region, the West Midlands, West Yorkshire, Cambridge and Peterborough and
South Yorkshire where locally Mayoral Authorities are progressing with schemes
planned to commence in the next two to three years.
We also have good experience operating under the enhanced partnership model
and have seen the great benefits these partnerships can deliver. In Leicester
and Portsmouth, for example, investments of c.£100m and £76m respectively in
their enhanced partnerships between 2022 and 2025 have resulted in passenger
growth of 26% and 41% respectively since the start of the period.
Our mission is to drive modal shift and encourage more people to use the bus,
and we will continue to adapt our business to deliver great value, to shape
networks to suit where and when people want to travel, to serve communities
and grow local economies in a sustainable way.
Regardless of the model, close partnerships with local government stakeholders
are essential for the thriving local bus networks we all want to see, and we
are committed to working with our partners locally and nationally to achieve
this. We will participate in future franchise bids and partnership
opportunities, positioning First Bus as the partner of choice, capable of
consistent and competitive service delivery.
Looking ahead
We are restructuring our business to ensure we remain a strong and agile
business as we respond to changes in the UK bus market. We anticipate further
progress in First Bus during FY 2026, with further yield, network and
operational efficiencies, the contribution of our recently acquired businesses
and cost savings resulting from the restructuring of the business offsetting
continued inflationary pressures and the anticipated c.£15m impact of the
increase in employers' National Insurance contributions. We anticipate revenue
of c.£1.4bn in FY 2026, including c.£300m from First Bus London.
We expect net cash capital expenditure of c.£150m in FY 2026, including £20m
for accelerated investment in electric buses supported by additional ZEBRA 2
funding, £40m for property and electrification infrastructure projects and
c.£10-12m to fund London cash losses before the release of onerous contract
provisions.
Looking further ahead, we are well placed to navigate the market transition
and to grow and diversify our portfolio and steadily grow our earnings,
including from the contribution of First Bus London as the contract portfolio
evolves. We intend to win our fair share of the franchise market, develop our
existing commercial bus business, grow our Adjacent services earnings and
market share, and continue to actively evaluate a pipeline of inorganic growth
opportunities in existing and new areas across the UK. We will also make use
of our property portfolio and decarbonisation credentials to drive innovation,
leverage electrification efficiencies and generate energy-related revenue
streams. Underpinning this, we firmly believe that government policy,
favourable demographics and environmental and societal trends will support
sustainable growth in the UK bus sector going forward.
First Rail
£m
FY 2025 FY 2024 Change
Adjusted revenue from DfT TOCs(1) 71.7 69.8 +1.9
Adjusted revenue from open access and Additional services(2) 217.1 198.0 +19.1
First Rail adjusted revenue 288.8 267.8 +21.0
Adjusted operating profit from DfT TOCs 107.3 105.6 +1.7
Adjusted operating profit from open access and Additional services 41.5 37.7 +3.8
First Rail adjusted operating profit 148.8 143.3 +5.5
Passenger journeys (m) - open access operations 2.9 2.7 +0.2
1 'Adjusted revenue' is revenue excluding that element of DfT TOC
revenue, and related intercompany eliminations, where the Group takes
substantially no revenue risk. The Adjusted revenue measure includes
management and performance fee income earned by the Group from its DfT TOC
contracts; refer to Note 3 on page 36 for further detail
2 Includes intra divisional eliminations related to affiliate
trading with the open access operations
The First Rail division reported total adjusted revenue of £288.8m for FY
2025 (FY 2024: £267.8m) reflecting higher variable fees in the DfT TOCs and
further growth in open access and Additional services, including the
contribution of the London Cable Car.
The division's two open access operations, Hull Trains and Lumo, delivered
revenue of £106.4m in FY 2025, up from £99.8m in FY 2024 and adjusted
operating profit of £34.1m (FY 2024: £30.0m). This was driven by strong
demand, effective yield management, additional ten car services on Hull Trains
and continued high levels of customer satisfaction, partially offset by
slightly higher costs.
Our DfT TOCs operate under National Rail Contracts ('NRC's), where the DfT
retains substantially all revenue and cost risk (including for fuel, energy
and wage increases). There is a fixed management fee and the opportunity to
earn an additional variable fee. The punctuality and other operational targets
required to achieve the maximum level of variable fee under the contracts are
designed to incentivise service delivery for customers. The DfT TOCs reported
adjusted revenue of £71.7m in FY 2025 (FY 2024: £69.8m) and adjusted
operating profit of £107.3m (FY 2024: £105.6m). As previously reported, FY
2025 income includes non-recurring variable fee upside for the year, higher
than forecast, and FY 2024 included c.£13m higher final variable payments for
FY 2023.
Attributable net income from the DfT TOCs - the Group's share of the
management fee income available for distribution from the GWR, SWR and WCP DfT
contracts - was £39.0m compared with £39.5m in FY 2024 which included the
final variable fee payments for FY 2023 mentioned above, as well as the
contribution of TransPennine Express which the Group operated until 28 May
2023.
In line with the Government's announced policy to bring the NRCs into public
ownership at the earliest possible opportunity, the DfT took over the
operation of SWR on 25 May 2025. In FY 2025, SWR contributed revenue of
£1,178m and adjusted operating profit of £25.2m. The IFRS 16 impact
comprises operating profit benefit of £7.6m and interest cost of £4.5m. Net
attributable fees earned by the Group were £9.2m after the non-controlling
interest of £4.0m. IFRS 16 leases recognised on the balance sheet at the end
of FY 2025 were £23.1m (FY 2024: £160.5m), and SWR had £88.1m of ring
fenced cash (FY 2024: £30.0m) which is anticipated to be returned following
the handover of the contract in May 2025.
The Additional services businesses contributed revenue of £110.7m (FY 2024:
£98.2m) and adjusted operating profit of £7.4m (FY 2024: £7.7m) reflecting
business development costs of £5.7m (FY 2024: £1.7m).
Another strong year in open access
Our two highly successful open access operations, Hull Trains and Lumo, where
we bear all revenue and cost risk and opportunity, continued to perform well
during FY 2025, with continued very high levels of customer satisfaction.
Hull Trains has continued to run a ten-car service at peak demand times
(typically a five-car service) to match demand, resulting in a 12% increase in
passenger revenue in FY 2025 to £48.1m. Seat capacity utilisation remained at
a similar level to the prior year, at 67% (FY 2024: 69%).
Lumo's profit is driven predominantly by demand and effective yield
management, whilst still offering competitive prices. Passenger revenue
increased by 8% in FY 2025, to £54.2m, reflecting better seat utilisation
along all of the route coupled with further improvement in yields offsetting
slightly higher costs. Seat capacity utilisation rose slightly, from 75% in FY
2024 to 78% in FY 2025.
Growing our open access capacity remains a key strategic priority
Growing our open access business is a key focus for the Group and we are
working hard to drive efficiencies, add capacity and apply for new routes
where we can connect under-served communities, and support economic growth and
employment. The progress we have made during FY 2025 will see us at least
doubling our existing seat capacity in the next two to three years and
trebling Lumo's services, creating a national brand.
We are also committing significant investment to facilitate a material growth
in our open access capacity, including our recently announced c.£500m ten
year lease and maintenance agreements for 14 new five-car class 80X Hitachi
electric, battery or bi-mode trains. The trains will be manufactured by
Hitachi in County Durham, securing the skills base and jobs in the local area.
The lease agreement also contains an option for the Group to procure an
additional 13 trains for c.£460m if the applications outlined below are
successful.
At the end of 2024, we acquired track access rights for two new open access
services, between London Paddington and Carmarthen and between London Euston
and Stirling which will double our current capacity in two to three years'
time.
The current track access agreement for the Stirling service runs from May 2025
for a period of five years and includes four return services a day between
London Euston and Stirling (three on Sundays), and a fifth return service
between Euston and Preston seven days a week. The new service will call at a
number of intermediate stations in England and Scotland, including Whifflet,
Greenfaulds and Larbert, which will have their first direct services to
London. It will create around 100 direct jobs and will provide more choice for
passengers with significantly increased direct connections to and from London
and central and southern Scotland, making use of available capacity on the
network. We have entered into a rolling stock lease agreement for five Class
222 six-car diesel trains with Eversholt Rail, with a total seat capacity of
c.340 standard class seats per service. Services are currently expected to
commence mid 2026 following the delivery of the trains and staff training.
Following a c.2-year mobilisation period we expect an annual revenue
contribution of c.£50m, with a low double digit adjusted operating margin,
pre-IFRS 16.
The new South Wales service includes five services a day between London
Paddington and Carmarthen, calling at intermediate stations in England and
Wales including Bristol Parkway, Newport, Severn Tunnel Junction, Cardiff
Central, Gowerton and Llanelli. Passengers can look forward to low fares, with
free Wi-Fi and on-board catering, all offered in one comfortable class of
travel. The service will create around 100 direct jobs and will create more
customer choice and much-needed additional capacity on the route as well as
providing the first direct service to London from Severn Tunnel Junction and
Gowerton, and a vastly improved connection from Llanelli. The track access
commences in December 2027 and following a two year period of mobilisation the
Group expects the service to contribute annual revenues of c.£50m, with a
double digit operating margin, pre-IFRS 16.
We have also submitted applications to the ORR for extensions to our existing
services and for new routes where we have identified there is capacity and
demand. These include a new Lumo service between London and Rochdale, the
extension of the Lumo service between Glasgow and Edinburgh, an expansion of
the new Lumo Carmarthen services to Paignton and Hereford, and a new Hull
Trains service between London and Sheffield via Retford and Worksop. Should
these applications be successful we will treble our existing capacity.
Discussions on these applications continue with the ORR and Network Rail,
supported by detailed business case and performance modelling conducted by our
internal teams and third party experts.
Leveraging our expertise and capabilities in Additional services
Our First Rail Additional services businesses - First Customer ConFCC),
Mistral Data and First Rail Consultancy, generated revenues of £110.7m in FY
2025, up from £98.2m in FY 2024. Adjusted operating profit was lower, at
£7.4m (FY 2024: £7.7m due to higher business development costs during the
year, of £5.7m (FY 2024: £1.1m)), including the Elizabeth Line bid and
progressing the open access applications.
Our bespoke contact centre FCC provides customer relations, delay repay
services and fraud prevention and management services to train operating
companies. During FY 2025 FCC implemented a number of artificial intelligence
tools to further improve its customer handling experience and continues to
support a number of train operating companies, including Transpennine Express
and SWR.
Our rail operations and commercial software as a service business Mistral Data
provides a number of cloud-based tools focused on rail transport operations,
staff messaging, customer engagement, revenue management, business
intelligence and remote asset management. During the year, the team has
continued to develop new tools and services, marketing them to UK and
international industry participants. New contracts have been entered into with
Network Rail Wessex, for the provision of Berth Maps and Sirocco, Mistral's
real-time train visualisation and decision support solutions. Our services can
enable data sharing across functions and passengers, as well as providing a
single view of real-time railway operations for both operators and
infrastructure providers. This leaves us very well positioned to support the
delivery of effective and cohesive data and tools across the industry as the
operation of rail services and the management of infrastructure and assets
transfers to Great British Railways.
First Rail Consultancy provides expertise in all the major facets of transport
operations to a range of operating companies, addressing both current services
and the cost-effective delivery of major infrastructure projects, rolling
stock procurement and upgrades. During FY 2025, the team secured a consultancy
contract with its first non-rail client in an adjacent transport market and
continued to support a wide range of UK rail industry clients, including West
Coast Partnership Development, as they manage a range of deliverables in the
developing HS2 project.
We believe that as the UK rail industry evolves the services our businesses
provide are well placed to bring experience, expertise and benefits to the
sector that will continue to be vital to the success of the industry, and we
are looking at ways to scale them.
Continued focus on operational delivery in the DfT TOCs
Alongside our commitment to the safety of our customers, employees and third
parties in contact with our business, we have continued to leverage our deep
sector experience and expertise to work collaboratively with the DfT, our
industry partners and stakeholders to add value, innovate and enhance our
service offering.
Avanti West Coast successfully launched its new Evero all electric class 807
and bi-mode class 805 fleet, offering more services on the London to Liverpool
route. The trains, rolled out as part of a £350m investment programme, will
provide more seats and more services, and have received good customer
feedback. Earlier this year, Avanti announced that a third of its new trainee
driver recruits are women, following a very successful, targeted recruitment
campaign. Since the launch of the campaign in 2023, Avanti has increased the
number of female trainee drivers by nearly 60%.
At GWR, a three-year, £10m refurbishment of Great Western Railway's regional
and suburban train fleet was completed, providing an improved journey
experience for customers. GWR also opened the new Reading West Station and
re-opened Ashley Down, which was part of a c.£300m investment by the West of
England Mayoral Combined Authority, in partnership with GWR, Network Rail and
Bristol City Council.
GWR also continued its industry-first fast-charge battery-only train trial
during the year, gathering insights to share with the DfT and wider industry.
The work the team has done to date has successfully raised the profile of fast
charge as part of the potential solution for the decarbonisation of lines that
are difficult or expensive to reach through traditional electrification.
At SWR, the team continued the roll out of the new, £1bn fleet of 90 Arterio
trains. At the end of May, the new trains were serving some of SWR's busiest
stations, including Earlsfield, Kingston, Richmond, Twickenham and Wimbledon.
Improving the infrastructure, customer experience and rolling stock across
SWR's services during our eight-year stewardship enabled us to deliver for our
passengers, who make more than 150 million journeys each year. Right up to the
final weeks of operation, we continued to innovate, with the introduction of
advanced 5G services on c.70km of line between Basingstoke and Earlsfield,
with best-in-class Wi-Fi experience for customers. I would like to thank our
SWR passengers for their custom and our SWR colleagues for their hard work and
dedication to customers and the important role they have played in the
delivery of improvements to the service.
Transport for London contracts
Having operated London Trams on behalf of Transport for London ('TfL') for a
number of years, we were very pleased to be awarded the contract to operate
the London Cable Car on behalf of TfL, with estimated revenues of c.£60m over
the eight-year contract period. We successfully took over the operation at the
end of June 2024, following several months of mobilisation activity. Our team
is now working with TfL to enhance the customer proposition and place the
service at the heart of its local community.
As previously announced, in July 2024 we submitted a bid for the Elizabeth
Line contract in partnership with Keolis SA. We were disappointed not to have
been awarded the contract, having submitted what we believed was a
commercially attractive bid. We will however apply our learnings from the
process to our future bid processes.
Entering a period of significant change in UK rail
The UK rail industry will see considerable change over the next few years,
with the NRCs moving to public ownership and the establishment of Great
British Railways ('GBR').
First Rail has been one of the largest operators for more than 25 years,
working successfully with a wide range of partners and stakeholders under
various contract types and delivering various significant rail infrastructure
projects and fleet upgrades. Companies such as ours can bring innovation,
enhanced service delivery, private investment and focus on cost control. Our
DfT TOCs have saved more than £360m for the DfT in their annual business
plans over the last four years and recent data from the ORR has shown that
West Coast Partnership paid £67m to the Treasury in 2023/24 after years of
being a subsidised operation.
Hull Trains and Lumo, our two very successful open access operations, have
delivered economic growth and created jobs in the communities they serve,
grown rail passenger demand and contributed to the funding of the rail
network. Lumo for example, is the first open access operator to start paying
the Infrastructure Capacity Charge alongside the Variable Usage Charge and
from the fourth anniversary of launch in October 2025 will be paying just over
£5 per train mile. An independent study earlier this year compared this with
similar long-distance operators and confirmed that Lumo will pay more per mile
in track access charges than other major operators on the East Coast Mainline,
at the same time as growing passenger numbers on the line for all operators.
This is a material benefit to taxpayers as the national infrastructure is
being more efficiently utilised.
We believe that any future rail policy must fully embrace open access. It has
been a hugely successful aspect of the rail industry over the last 25 years,
connecting previously under-served places and providing additional capacity
which helps drive more people towards rail and away from less sustainable
forms of transport. Services are provided entirely at the operator's own
commercial risk and bring private investment into the sector. They create jobs
and have added over £1bn in economic benefit to the UK, while driving modal
shift to rail over more carbon intense transport modes such as car or plane.
Enhancing rail connections is critical to boosting economic growth in the UK
and we believe that delivered effectively, reform will ensure the industry can
grow passenger numbers, generate greater revenues and develop the value of
rail in a customer-focused, dynamic and efficient environment.
Looking ahead
For FY 2026, we anticipate adjusted revenue and adjusted operating profit in
First Rail will be marginally lower, reflecting the lower fees following the
transfer of SWR to public ownership, a lower impact from IFRS 16 reflecting
lease terms and a normalised level of DfT TOC performance fees offset by
continued growth in open access partially tempered by mobilisation costs for
the new open access operations
The Government's announced policy is to bring the NRCs into public ownership
at the earliest possible opportunity, with SWR transferring on 25 May 2025,
c2c on 20 July and Greater Anglia on 12 October 2025, with subsequent
contracts transferring at intervals of approximately three months in the order
that their current core contractual terms expire.
As the contracts transition, we anticipate a cash inflow of c.£120m from the
DfT TOCs, including any reorganisation cash costs the Group may incur, over a
three-year period from April 2025 with cash received from the management fees
a year in arrears. This cash receipt includes the earnings from the division's
Additional services businesses that are expected to continue supporting the
DfT TOCs for a year or more after the NRCs end. First Rail continue to support
Trans Pennine Trains in a number of areas two years following the transition
of the NRC.
As outlined above, we expect our new London to Stirling service to commence
operations mid-2026, and following a period of mobilisation, to deliver annual
revenues of c.£50m with a low double digit adjusted operating profit margin,
pre IFRS 16. Our London to Carmarthen service is expected to begin operations
in December 2027 and following a c.2-year mobilisation period, we anticipate
annual revenues of c.£50m, again with a low double digit pre IFRS 16 adjusted
operating profit margin.
As the UK rail industry transitions, we are focused on growing in open access,
identifying where we can scale our Additional services businesses, bidding for
new contracts, and identifying new open access opportunities in the UK, as
well as monitoring open access opportunities in Europe as the market continues
to liberalise.
Financial review
Capital allocation framework
The Group has a disciplined capital allocation framework to drive further
growth and returns
Maintain a strong balance sheet · Leverage policy: less than 2.0x adjusted net debt: Rail adjusted
EBITDA
· First Bus: a younger fleet and greater reliability and
availability of electric buses will drive cost efficiencies and mean fewer
buses are required
· First Bus London will be cash generative from FY 2027
· First Rail: anticipated cash inflow of c.£120m over three years
from April 2025 as DfT TOCs transition; includes Additional services profit
Invest in future growth · Strong pipeline of value accretive organic and inorganic growth
opportunities
· Acquisitions must exceed the Group's post-tax weighed average
cost of capital ('WACC') (8-9%)
· Strong cash conversion in First Bus enables accelerated
decarbonisation investment supported by government co-funding; First Bus:
c.£150m net cash capital expenditure for FY 2026 including London, mostly on
electrification
· First Rail: continues to be cash capital-light, with any capital
expenditure required by the DfT TOCs fully funded under the National Rail
Contracts and open access rolling stock operating leases in line with the
track access arrangements
Deliver progressive returns · Dividend policy: c.3x cover of Group adjusted earnings; paid
around one third interim and two thirds final dividend
· Total dividends have increased from 3.8p in FY 2023 to 6.5p FY 2025
· FY 2025 final dividend of 4.8p per share proposed; dividends paid
in FY 2025 total £34m
Return surplus cash to shareholders · £92m returned to shareholders via buyback programmes in FY 2025;
additional £50m buyback programme announced
· c.£77m held in escrow for Bus section of the Group's pension
scheme; July 2025 triennial valuation deadline
· c.£23m held in escrow for Group section; 2030 valuation
· The Board remains committed to returning surplus cash to
shareholders
Adjusted operating performance by division is as follows:
52 weeks to 29 March 2025 53 weeks to 30 March 2024
Adjusted Adjusted Adjusted Adjusted Adjusted Adjusted
revenue(1) operating operating revenue operating operating
£m profit(2) margin(2) £m profit(2) margin(2)
£m % £m %
First Bus 1,081.5 96.0 8.9 1,012.2 83.6 8.3
First Rail 288.8 148.8 51.5 267.8 143.3 53.5
Group items/eliminations(3) (0.3) (22.0) (0.4) (22.6)
Continuing operations 1,370.0 222.8 16.3 1,279.6 204.3 16.0
Discontinued operations(4) - (0.6) n/a - (1.9) n/a
Total 1,370.0 222.2 16.2 1,279.6 202.4 15.8
Statutory operating performance by division is as follows:
52 weeks to 29 March 2025 53 weeks to 30 March 2024
Revenue Operating Operating Revenue Operating Operating
£m profit margin £m profit/(loss) margin
£m % £m %
First Bus 1,081.5 96.0 8.9 1,012.2 (63.3) (6.3)
First Rail 4,013.1 148.8 3.7 3,738.4 143.3 3.8
Group items/eliminations(3) (28.3) (22.2) (35.5) (33.5)
Continuing operations 5,066.3 222.6 4.4 4,715.1 46.5 1.0
Discontinued operations(4) - 4.9 n/a - (5.3) n/a
Total 5,066.3 227.5 4.5 4,715.1 41.2 0.9
1 Adjusted revenue is revenue excluding DfT TOC revenue, and related
intercompany eliminations, where the Group takes substantially no revenue
risk.
2. 'Adjusted' profit measures throughout this document are before
adjusting items as set out in note 4 to the financial statements. The
statutory operating profit including discontinued operations for the year was
£227.5m (FY 2024: £41.2m) as set out in note 5.
3. Includes elimination of intra-group trading between Bus and Rail
divisions, central management and other items.
4. Discontinued operations relates to the Group's residual Greyhound
US activities.
Revenue
Adjusted revenue increased to £1,370.0m (FY 2024: £1,279.6m), reflecting
strong underlying First Bus performance including from acquisition growth,
higher than accrued variable fees in First Rail DfT TOCs, and further growth
in open access rail. The prior year benefited from an extra week of trading at
First Bus. Revenue from continuing operations increased to £5,066.3m (FY
2024: £4,715.1m).
Adjusted operating performance
Adjusted operating profit from continuing operations was £222.8m (FY 2024:
£204.3m). First Bus benefited from increased passenger volumes, further and
data-led operational and yield improvements, cost efficiencies and improved
driver availability which more than offset ongoing inflationary pressures and
lower funding levels. In First Rail, open access operations performed strongly
underpinned by strong demand and effective yield management more than
offsetting inflationary increases including access fees now at the full level
at Lumo. The DfT TOC business was ahead of expectations owing to higher than
forecast variable fee awards despite the additional variable fees recognised
in FY 2024 relating to FY 2023.
Central costs were £(22.0)m (FY 2024: £(22.6)m) with the current year
including higher costs relating to the strategic growth including the
acquisition costs for RATP London. The net impact to operating profit of IFRS
16 in the year was £49.4m (FY 2024: £47.7m), with the increase driven by new
rolling stock leases.
Adjusted earnings from continuing operations were £115.8m (FY 2024:
£110.7m), primarily driven by the stronger adjusted operating profit
performance across the business, partially offset by higher net interest
charges (excluding DfT TOC IFRS 16 interest).
52 weeks to 29 March 2025 53 weeks to 30 March 2024
Adjusted earnings
Adjusted earnings
£m
£m
First Bus adjusted operating profit 96.0 83.6
First Rail adjusted operating profit 148.8 143.3
Group central costs (operating profit basis) (22.0) (22.6)
Group adjusted operating profit 222.8 204.3
Interest (57.7) (65.3)
Profit before tax 165.1 139.0
IFRS 16 DfT contracted TOCs adjustment(1) (1.1) 10.2
Taxation (41.1) (32.0)
Non-controlling interest (7.1) (6.5)
Group adjusted earnings(1) 115.8 110.7
1 The Group's definition of adjusted earnings excludes the impact of
IFRS 16 depreciation and interest charges in relation to its First Rail - DfT
contracted TOCs operations, given the Group takes no cost risk on these
rolling stock leases.
The Group's adjusted EBITDA, that recognises only the net fees for First Rail
DfT TOCs, increased year-on-year and is calculated as follows:
52 weeks to 53 weeks to
29 March
30 March
2025
2024
£m
£m
First Bus EBITDA(1) 144.0 132.5
Attributable net income from First Rail DfT contracted TOCs(2) 39.0 39.5
First Rail - open access and Additional Services EBITDA(1) 40.8 37.6
Group central costs (EBITDA basis(1)) (21.4) (21.8)
Group EBITDA adjusted for First Rail DfT contracted TOCs' management fees 202.4 187.8
1 Pre-IFRS 16 basis.
2 A reconciliation to the segmental disclosures is set out in note
4.
Reconciliation to non-GAAP measures and performance
Note 4 to the financial statements sets out the reconciliations of operating
profit/(loss) and profit/(loss) before tax to their adjusted equivalents.
The principal adjusting items in FY 2025 are as follows:
Greyhound Canada
A net £(0.2)m charge was incurred in the year relating to the continued
winding down of Greyhound Canada operations.
The principal adjusting items in relation to the operating profit adjustments
- discontinued operations are as follows:
CARES receipt
A credit of £0.4m was recognised in the year on receipt of CARES funding in
relation to the discontinued North American operations.
Legacy US pensions scheme buy out
On 16 July 2024, the Group agreed terms with an insurance company to buy out
the remaining liabilities of the legacy Greyhound US pension plan, with the
plan being terminated thereafter. Following a Group contribution of $6m, gross
liabilities valued at $155m (£123m) at the FY 2024 year-end were removed from
the Group's balance sheet and the Group recognised a net settlement gain after
related costs of £5.1m in the income statement as an adjusting item.
The principal adjusting items in FY 2024 were as follows:
First Bus pension settlement charge and related items
First Bus terminated its participation in two Local Government Pension Schemes
on 31 October 2023, with affected employees enrolled into the First Bus
Retirement Savings Plan. Adjusting charges of £146.9m were recognised in the
prior year for the settlement charge and related termination costs. A gain of
£161.0m was recognised in FY 2024 in Other comprehensive income in relation
to the restricted accounting surplus.
Legal claims in North America and the UK
The Group recognised legal provisions in the prior year relating to claims in
North America and the UK.
Adjusting items - discontinued operations in FY 2024 were:
First Transit earnout
The final valuation of the First Transit earnout contingent consideration
receivable was agreed and settled during the prior year, with the Group
receiving cash of $83.8m (£65.3m). The Group incurred an adjusting charge of
£2.3m, reflecting the hedging of the cash receipt, translation of the US
dollar asset into pounds sterling before settlement, partially offsetting the
write-off of the residual asset on settlement.
Group statutory operating profit
Statutory operating profit from continuing operations was £222.6m (FY 2024:
£46.5m) as a result of the positive underlying business performance. The
prior year included the £146.9m charge recognised as a result of the
termination of participation of the Local Government Pension Schemes at First
Bus.
Finance costs and investment income
Net finance costs from continuing operations were £57.7m (FY 2024: £65.3m)
with the decrease principally due to lower bond interest as the 6.875% bond
was repaid on maturity in September 2024, and lower interest received on lower
cash balances following the share buyback programme.
Profit before tax
Statutory profit before tax was £164.9m (FY 2024: loss before tax of
£(18.8)m). The prior year included the Local Government Pension Scheme (LGPS)
pension settlement and related charges. Adjusted profit before tax as set out
in note 4 to the financial statements was £164.3m (FY 2024: £136.8m)
including discontinued operations.
Tax
The tax charge, on adjusted profit before tax on continuing operations for the
year was £41.1m (FY 2024: £32.0m), representing an effective tax rate of
24.9% (FY 2024: 23.0%) which is in line with the UK corporation tax rate.
There was a non-recurring historical tax refund of £3.0m and a deferred
credit on recognising deferred tax on losses of £6.8m. The total tax charge,
including tax on discontinued operations, was £31.3m (FY 2024: credit of
£15.0m). The actual tax paid during the year was £6.0m (FY 2024: £2.2m).
The ongoing Group's effective tax rate is expected to be broadly in line with
UK corporation tax levels being 25%, with the cash taxes anticipated to be
lower due to the utilisation of the brought forward losses and continued full
expensing for capital expenditure.
Cash flow
The Group's adjusted cash flow of £(18.5)m (FY 2024: £(167.7)m) in the year
reflects positive cash flow from operations of £828.5m (FY 2024: £626.6m)
including working capital inflow of £76.0m. This is offset by net capital
invested in the business, mainly in decarbonisation in First Bus and the
£86.5m (FY 2024: £(16.7)m) acquisitions completed during the year, as well
as the repayment of lease liabilities, dividends paid and purchases of shares
under the share buyback programme. The movement in net debt is set out below:
52 weeks to 53 weeks to
29 March
30 March
2025
2024
£m
£m
Adjusted EBITDA 779.8 746.8
Other non‑cash income statement charges 10.3 13.7
Working capital 76.0 (106.1)
Movement in other provisions (27.9) (27.9)
(Increase)/decrease in financial assets (1.0) 23.7
Settlement of foreign exchange hedge - (1.1)
Defined benefit pension payments (greater than)/lower than income statement (8.7) (22.5)
charge
Cash generated by operations 828.5 626.6
Capital expenditure (156.4) (219.3)
Acquisitions (86.5) (16.7)
Proceeds from disposal of property, plant and equipment 17.9 42.8
Proceeds from capital grant funding 66.4 94.8
Proceeds from contingent consideration - 65.3
Interest and tax (66.3) (67.6)
Shares purchased for Employee Benefit Trust (16.1) (16.5)
Share repurchases from buyback programme including costs (91.8) (117.6)
External dividends paid (34.2) (29.5)
Dividends paid to non‑controlling shareholders (3.4) (6.5)
Settlement of foreign exchange hedge - 4.1
Fees for finance facilities - (1.4)
Lease payments now in debt (476.6) (526.2)
Adjusted cash flow (18.5) (167.7)
Foreign exchange movements 0.3 3.4
Net (inception) and termination/reassessment of leases (288.4) (237.5)
Lease payments now in debt 476.6 526.2
Other non‑cash movements - (0.1)
Movement in net debt in the period 170.0 124.3
Reconciliation to movement in adjusted net debt
Ring-fenced cash (66.1) 120.0
IFRS 16 lease liabilities (254.9) (290.1)
Movement in adjusted net debt (151.0) (45.8)
Reconciliation to free cash flow
Add back: Acquisitions and strategic growth 138.5 17.9
Add back: Transit earnout - (65.3)
Add back: Dividends 34.2 29.5
Add back: Share buyback 91.8 117.6
Free cash flow 113.5 53.9
Free cash flow for the 52 weeks ended 29 March 2025 are as follows:
Open Access DfT First Group Total
& Other Rail TOCs Bus Items Group
£m £m £m £m £m
EBITDA 40.8 - 144.0 (21.4) 163.4
DfT TOC management fees - 37.9 - - 37.9
Working capital 19.1 - (7.4) (5.6) 6.1
Cash flow from operations 59.9 37.9 136.6 (27.0) 207.4
Capital expenditure (3.9) - (88.2) (0.5) (92.6)
Disposal proceeds 0.7 - 16.2 0.2 17.1
Defined benefit pension higher than Income Statement (3.0) - (2.0) (3.7) (8.7)
Interest and tax - - - (9.5) (9.5)
Other movements - - - (0.2) (0.2)
Free Cash Flow 53.7 37.9 62.6 (40.7) 113.5
Free cash flows for the 53 weeks ended 30 March 2024 were as follows:
Open Access DfT First Group Total
& Other Rail TOCs Bus Items Group
£m £m £m £m £m
EBITDA 37.6 - 132.5 (21.8) 148.3
DfT TOC management fees - 38.2 - - 38.2
Working capital (8.8) - (28.5) (5.5) (42.8)
Cash flow from operations 28.8 38.2 104.0 (27.3) 143.7
Capital expenditure - - (134.7) - (134.7)
Disposal proceeds - - 35.8 - 35.8
Defined benefit pension lower than Income Statement - - 17.2 - 17.2
Interest and tax - - - (5.3) (5.3)
Other movements - - - (2.8) (2.8)
Free Cash Flow 28.8 38.2 22.3 (35.4) 53.9
EPS
Total adjusted EPS from continuing operations was 19.4p (FY 2024: 16.7p) with
higher adjusted earnings further benefitting from lower shares in issue
following the share buyback programme completed in the year. Basic EPS was
21.3p (FY 2024: (2.4)p).
Shares in issue
As at 29 March 2025, there were 565.6m shares in issue (FY 2024: 625.4m),
excluding treasury shares and own shares held in trust for employees of 185.1m
(FY 2024: 125.3m). The weighted average number of shares in issue for the
purpose of basic EPS calculations (excluding treasury shares and own shares
held in trust for employees) in the year was 597.7m (FY 2024: 662.9m).
Dividend
The Board is proposing that a final dividend of 4.8p per share, resulting in a
total dividend payment of c.£27m, be paid on 8 August 2025 to shareholders on
the register at 4 July 2025, subject to approval of shareholders at the 2025
AGM.
Capital expenditure
Non-First Rail gross capital expenditure before government grant funding was
£239.4m (FY 2024: £201.1m), comprising First Bus £239.4m and Group items
£nil (FY 2024: First Bus £200.8m and Group items £0.3m). In the year, the
First Bus average fleet age was 8.8 years (FY 2024: 9.0 years) reflecting
continued investment in the fleet, mainly on electric vehicles and related
infrastructure. First Rail capital expenditure was £46.9m (FY 2024: £45.5m)
and is typically matched by receipts from the DfT under current contractual
arrangements or other funding.
During the year asset-backed financial liabilities were entered into in First
Bus of £36.8m (FY 2024: £22.1m), with a further £43.3m as a result of the
First Bus London acquisition. Through the investment in the strategic joint
venture with Hitachi Zero Carbon, £9.8m of battery leases have been
recognised through the sale and leaseback arrangements for 173 batteries (FY
2024: £13.2m for 257 batteries).
In addition, during the year the Group entered into leases with a right of use
value of £50.8m comprising First Rail £27.8m, First Bus £22.0m and Group
items £1.0m (FY 2024: £222.5m, comprising First Rail £192.6m, First Bus
£27.2m and Group items £2.7m). A further £72.7m of leases were entered into
as a result of the First Bus London acquisition (£69.8m) and other First Bus
acquisitions (£2.9m).
Gross capital investment (fixed asset and software additions plus rights of
use asset additions) was £380.9m (FY 2024: £443.5m) and comprised First Bus
£323.4m, First Rail £56.5m and Group items £1.0m (FY 2024: First Bus
£208.2m, First Rail £232.6m and Group items £2.7m). The balance between
cash capital expenditure and gross capital investment represents new leases,
creditor movements and the recognition of additional right of use assets in
the year.
Net cash/(debt)
The Group's adjusted net debt as at 29 March 2025, which excludes IFRS 16
lease liabilities and ring-fenced cash was £(86.9)m (FY 2024: adjusted net
cash of £64.1m).
Reported net debt was £(974.8)m (FY 2024: reported net debt of £(1,144.8)m)
after IFRS 16 and including ring-fenced cash of £315.7m (FY 2024: £249.6m),
as follows:
Analysis of net (cash)/debt 29 March 2025 30 March 2024
Total Group Total Group
£m
£m
Sterling bond (2024) - 96.2
Bank loans and overdrafts 56.4 27.8
Lease liabilities 1,203.6 1,458.5
Asset backed financial liabilities 115.3 45.6
Bank loans 66.7 -
NextGen (Hitachi JV) facility 19.9 13.2
Gross debt excluding accrued interest 1,461.9 1,641.3
Cash (171.4) (246.9)
First Rail ring-fenced cash and deposits (308.8) (245.6)
Other ring-fenced cash and deposits (6.9) (4.0)
Net debt excluding accrued interest 974.8 1,144.8
IFRS 16 lease liabilities - rail 1,074.4 1,408.9
IFRS 16 lease liabilities - non-rail 129.2 49.6
IFRS 16 lease liabilities - total 1,203.6 1,458.5
Net cash excluding accrued interest (pre-IFRS 16) (228.8) (313.7)
Adjusted net debt/(cash) (pre-IFRS 16 and excluding ring-fenced cash) (86.9) (64.1)
First Bus London
On 28 February 2025, the Group completed its acquisition of London bus
operator RATP Dev Transit London Limited and its subsidiaries ('First Bus
London') for cash consideration of £47.3m. The Group is currently undertaking
the purchase price allocation exercise for First Bus London, and this has
identified a number of adjustments to reflect the fair value of the assets and
liabilities acquired. IFRS 3 Business Combinations allows the Group 12 months
from the date of acquisition to finalise this exercise, and the standard
acknowledges that it will be necessary to estimate certain acquisition
adjustments and fair values. Owing to the proximity of the acquisition to the
reporting date, the acquisition adjustments and closing fair values are
therefore disclosed in the financial statements as provisional. These will be
finalised within the timeframe permitted by IFRS 3.
Note 29 to the financial statements provides more information on these
provisional adjustments and fair values, and reflects an initial recognition
of £38.0m relating to the onerous contract provision covering c.50 contracts
of c.90 TfL route contracts that were entered into before 2024 and which are
expected to be replaced over the coming five years.
Funding
As at the year end, the Group had £295.0m (FY 2024: £300.0m) of undrawn
committed borrowing available under its Revolving Credit Facility ('RCF'). In
addition, there was £92.4m (FY 2024: £129.8m) of committed headroom
available under the Husk Financer Facility, £40.9m (FY 2024: £54.9m)
available under the NextGen Battery facility and £85.0m (FY 2024: £nil)
under the term loan facility. Total undrawn bank borrowing facilities at year
end stood at £523.3m (FY 2024: £501.0m) of which £513.3m (FY 2024:
£484.7m) was committed and £10.0m (FY 2024: £16.3m) was uncommitted. The
average debt maturity is 4.1 years (FY 2024: 2.4 years).
Under the terms of the First Rail contractual agreements with the DfT, cash
can only be distributed by the TOCs either up to the lower amount of their
retained profits or the amount determined by prescribed liquidity ratios.
£37.9m (FY 2024: £38.2m) has been paid in dividends from the TOCs after
finalisation of their FY 2024 statutory accounts to the Group during the year.
The ring-fenced cash represents that which is not available for distribution,
or the amount required to satisfy the liquidity ratio at the balance sheet
date.
Interest rate risk
Exposure to floating interest rates is managed to ensure that at least 50%
(but at no time more than 100%) of the Group's pre-IFRS 16 gross debt is fixed
rate for the medium term.
Based on the current adjusted net debt profile, the variable rate RCF is
largely undrawn with only finance leases and the term loan outstanding.
Fuel and electricity price risk
We use a progressive forward hedging programme to manage commodity risk. As at
June 2025, 90% of our 'at risk' UK crude requirement for FY 2026 (84m litres,
which is all in First Bus) was hedged at an average rate of 47p per litre, and
61% of our requirements for the year to the end of March 2027 at 44p per
litre. We also have an electricity hedge programme in place, with 70% of our
consumption (based on current consumption forecasts) hedged for FY 2026 at
£89/MWh and 56% for FY 2027 at £70/MWh.
Foreign currency risk
'Certain' and 'highly probable' foreign currency transaction exposures
(including fuel purchases for the UK divisions) may be hedged at the time the
exposure arises for up to two years at specified levels, or longer if there is
a very high degree of certainty. The Group does not hedge the translation of
earnings into the Group reporting currency (pounds Sterling) but accepts that
reported Group earnings will fluctuate as exchange rates against pounds
Sterling fluctuate for the currencies in which the Group does business,
although this exposure is materially reduced following the sales of the North
American divisions. During the year, the net cash generated in each currency
may be converted by Group Treasury into pounds Sterling by way of spot
transactions in order to keep the currency composition of net debt broadly
constant.
Foreign exchange
The most significant exchange rates to pounds Sterling for the Group are as
follows:
29 March 2025 30 March 2024
Closing Effective Closing Effective
rate
rate
rate
rate
US Dollar 1.29 1.25 1.22 1.11
Canadian Dollar 1.85 1.93 1.68 1.76
Pensions
We have updated our pension assumptions as at 29 March 2025 for the defined
benefit schemes in the UK and North America. The net pension deficit of
£25.3m at the beginning of the year moved to a net surplus of £22.8m at the
end of the year.
The main factors that influence the balance sheet liabilities for pensions and
the principal sensitivities to their movement (excluding rail contracts and
insurance liabilities) at 29 March 2025 are set out below:
Movement Impact
Discount rate +1.0% Decrease liabilities by £11m
Inflation +1.0% Increase liabilities by £9m
Life expectancy +1 year Increase liabilities by £29m
During FY 2025, the Group agreed terms with an insurance company to buy out
the remaining liabilities of the legacy Greyhound US pension plan, with the
plan being terminated thereafter. Following a Group contribution of $6m, gross
liabilities of $155m (£123m) at the FY 2024 year-end were removed from the
Group's balance sheet and the Group recognised a net settlement gain after
related costs of £5.1m in the Group's income statement as an adjusting item.
Also during FY 2025, the merger of the First Bus and FirstGroup pension
schemes was completed to drive further efficiencies. The Group Scheme
triennial funding valuation as at 5 April 2024 (now comprising legacy Group
and Bus pension obligations) will be finalised in FY 2026. The valuation
outcome will determine how the £77m currently held in the Bus Scheme Limited
Partnership will be distributed, with the balance of £23m relating to the
Group scheme to be determined based on the 2030 triennial valuation.
During FY 2024, following a consultation with affected employees, the Group
terminated the participation of the relevant First Bus subsidiaries in the two
Local Government Pension Schemes in which they were admitted bodies.
An expense of £146.9m was recognised in the prior year as an adjusting income
statement item for the settlement charges and other related costs, with gains
of £5.0m recognised in income for curtailment gains and £161.0m recognised
in Other comprehensive income in relation to the restricted accounting
surplus. Also during FY 2024, the Limited Partnership created following the
sale of the North American divisions returned £23.7m to the Bus Pension
Scheme, and at legacy Greyhound, the Group bought out and settled c.$75m
(c.£62m) of Greyhound US pension liabilities, and in addition £153m of
pension liabilities in Canada were secured with an annuity buy-in.
Balance sheet
Net assets have increased by £70.8m since 30 March 2024. The principal reason
is the impact of the profit for the year offset by the share buyback programme
and dividends paid.
Balance sheets - Net assets/(liabilities) As at As at
29 March 2025
30 March 2024
£m
£m
First Bus 813.3 580.2
First Rail 798.4 1,169.2
Greyhound (10.5) (24.7)
Divisional net assets 1,601.2 1,724.7
Group items 91.1 60.7
Net debt (974.8) (1,148.3)
Taxation (5.0) 4.0
Greyhound - Held for sale - 0.6
Total 712.5 641.7
Post-balance sheet events
The Group's South Western Railway NRC expired on 25 May 2025 and operations
transferred to public control under the DfT Operator, in line with the
Government's policy and as announced in December 2024.
Going concern
The Board carried out a review of the Group's financial projections for the 18
months to 30 September 2026 and evaluated whether it was appropriate to
prepare the full year results on a going concern basis. In doing so the Board
considered whether any material uncertainties exist that cast doubt on the
Group's and the Company's ability to continue as a going concern over the
going concern period.
Consistent with prior years, the Board's going concern assessment is based on
a review of future trading projections, including whether banking covenants
are likely to be met and whether there is sufficient committed facility
headroom to accommodate future cash flows for the going concern period.
Divisional management teams prepared detailed, bottom-up projections for their
businesses, including assumptions on passenger volumes and government support
arrangements, and having regard to the risks and uncertainties to which the
Group is exposed.
Following these reviews the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence for at least
the 12-month period from the date on which the financial statements were
approved. Accordingly, they continue to adopt a going concern basis of
accounting in preparing the consolidated financial statements in this full
year report.
Definitions
Unless otherwise stated, all financial figures for the 52 weeks ending 29
March 2025 (the 'year' or 'FY 2025') include the results and financial
position of the First Rail business for the year ended 31 March 2025 and the
results of all other businesses for the 52 weeks ending 29 March 2025. The
figures for the 53 weeks to 30 March 2024 (the 'prior year' or 'FY 2024')
include the results and financial position of the First Rail business for the
year ended 31 March 2024 and the results and financial position of all other
businesses for the 53 weeks to 30 March 2024. Results for the 52 weeks to 28
March 2026 ('FY 2026') will include the results and financial position for
First Rail for the year ending 31 March 2026 and the results and financial
position of all the other businesses for the 52 weeks ending 28 March 2026.
'Cont.' or the 'Continuing operations' refer to First Bus, First Rail and
Group items.
'Disc.' or the 'Discontinued operations' refer to First Student, First Transit
and Greyhound US.
References to 'adjusted operating profit', 'adjusted profit before tax',
'adjusted earnings' and 'adjusted EPS' throughout this document are before the
adjusting items as set out in note 4 to the financial statements, and in the
case of 'adjusted earnings' and 'adjusted EPS', exclude the impact of IFRS 16
for the Group's management fee-based Rail operations.
'EBITDA' is adjusted operating profit less capital grant amortisation plus
depreciation and software amortisation.
The Group's 'EBITDA adjusted for First Rail management fees' is First Bus and
First Rail EBITDA from open access and Additional Services on a pre-IFRS 16
basis, plus First Rail attributable net income from management fee-based
operations, minus central costs.
'Adjusted revenue' is defined as revenue excluding that element of DfT TOC
revenue, and related intercompany eliminations, where the Group takes
substantially no revenue risk. The Adjusted revenue measure includes
management and performance fee income earned by the Group from its DfT TOC
contracts.
'Adjusted earnings' is the Group's statutory profit for the year attributable
to equity holders of the parent, excluding adjusting items as detailed in note
4, and also excluding the impact of IFRS 16 for the Group's management
fee-based Rail operations.
'Net debt/(cash)' is the value of Group external borrowings, excluding accrued
interest, less cash balances.
'Adjusted net debt/(cash)' excludes ring-fenced cash and IFRS 16 lease
liabilities from net debt/(cash).
Principal risks and uncertainties
The Board has conducted a thorough assessment of the principal risks and
uncertainties facing the Group, including those that would threaten the
successful and timely delivery of its strategic priorities, future financial
performance, solvency and liquidity.
In addition to the risk and uncertainties facing the Group as detailed in the
Business and Financial Reviews, the underlying principal risks and
uncertainties in our operating businesses will be set out in detail in the
Group's 2025 Annual Report and Accounts. The principal risks facing the Group
are:
· Economic conditions
· Geopolitical
· Climate
· Growth and Diversification
· Safety
· Legal & Regulatory compliance
· Information security including cyber and resilience
· People
· Financial resources
· Pension scheme funding
A number of these risks remain elevated given the wider economic and
geopolitical uncertainty, including the final form of Great British Railways
and the extent to which it will have influence on the granting of track access
rights for new open access rail operations, together with future policy and
funding decisions by the Government.
For a full summary of the Principal Risks and Uncertainties facing the Group,
please refer to the Annual Report and Accounts 2025 which will be published on
26 June 2025 on the Group's website:
www.firstgroupplc.com/investors/reports-and-presentations.aspx.
Graham Sutherland Ryan Mangold
Chief Executive Officer Chief Financial Officer
10 June 2025 10 June
2025
Consolidated income statement
For the 52 weeks ended 29 March 2025/53 weeks ended 30 March 2024
Continuing Operations Notes 2025 2024
£m
£m
Revenue 2 5,066.3 4,715.1
Operating costs before LGPS pension settlement and related charges (4,843.7) (4,521.7)
LGPS pension settlement and related charges - (146.9)
Total operating costs (4,843.7) (4,668.6)
Operating profit 222.6 46.5
Investment income 5 7.7 16.7
Finance costs 5 (65.4) (82.0)
Profit/(loss) before tax 164.9 (18.8)
Tax 6 (31.3) 15.1
Profit/(loss) from continuing operations 133.6 (3.7)
Profit/(loss) from discontinued operations 13 4.7 (5.7)
(Profit/(loss)for the year 138.3 (9.4)
Attributable to:
Equity holders of the parent 127.5 (15.9)
Non-controlling interests 10.8 6.5
138.3 (9.4)
Earnings per share
Earnings per share for profit/(loss) from continuing operations attributable
to the ordinary equity holders of the Company
Basic earnings per share 20.5p (1.5)p
Diluted earnings per share 19.7p (1.5)p
Earnings per share for profit/(loss) attributable to the ordinary equity
holders of the Company
Basic earnings per share 7 21.3p (2.4)p
Diluted earnings per share 7 20.5p (2.4)p
Adjusted results (from continuing operations)(1)
Adjusted operating profit 3 222.8 204.3
Adjusted profit before tax 165.1 139.0
Adjusted EPS 7 19.4p 16.7p
Adjusted diluted EPS 18.6p 16.1p
1 Adjusted for certain items as set out in note 4.
The accompanying notes form an integral part of this consolidated income
statement.
Consolidated statement of comprehensive income
For the 52 weeks ended 29 March 2025/53 weeks ended 30 March 2024
2025 2024
£m
£m
Profit/(loss) for the year 138.3 (9.4)
Items that will not be reclassified subsequently to profit or loss
Actuarial gains/(losses) on defined benefit pension schemes 32.9 (77.7)
Gain on termination of LGPS participation from restricted accounting surplus - 161.0
Deferred tax on actuarial gains on defined benefit pension schemes (7.5) (20.2)
25.4 63.1
Items that may be reclassified subsequently to profit or loss
Hedging instrument movements (4.0) 5.1
Deferred tax on hedging instrument movements 1.0 (0.5)
Cumulative loss on hedging instruments reclassified to the income statement - (2.7)
Exchange differences on translation of foreign operations - continuing (2.1) -
operations
Exchange differences on translation of foreign operations - discontinued 3.1 (6.6)
operations
(2.0) (4.7)
Other comprehensive income for the year 23.4 58.4
Total comprehensive income for the year 161.7 49.0
Attributable to:
Equity holders of the parent 150.9 42.5
Non-controlling interests 10.8 6.5
161.7 49.0
Total comprehensive income/(loss) for the year attributable to owners of
FirstGroup plc arises from:
Attributable to:
Continuing operations 151.6 62.1
Discontinued operations 10.1 (13.1)
161.7 49.0
The accompanying notes form an integral part of this consolidated statement of
comprehensive income.
Consolidated balance sheet
As at 29 March 2025/30 March 2024
Notes 2025 2024
£m
£m
Non-current assets
Goodwill 8 148.2 111.0
Other intangible assets 9 16.1 10.4
Property, plant and equipment 10 2,028.0 2,155.4
Deferred tax assets 17 47.2 39.6
Retirement benefit assets 27.3 6.4
Derivative financial instruments 16 0.3 0.4
Financial asset 16 104.2 99.6
Investments 2.6 2.6
2,373.9 2,425.4
Current assets
Inventories 30.8 25.9
Trade and other receivables 11 761.6 852.6
Current tax assets 7.4 4.4
Cash and cash equivalents 487.1 496.5
Derivative financial instruments 16 0.2 2.0
1,287.1 1,381.4
Assets held for sale - 0.6
Total assets 3,661.0 3,807.4
Current liabilities
Trade and other payables 12 1,208.2 1,258.6
Tax liabilities - Current tax liabilities - 0.4
- Other tax and social security 59.6 39.6
Borrowings 14 482.9 626.5
Derivative financial instruments 16 3.0 3.4
Provisions 18 96.2 74.6
Current liabilities 1,849.9 2,003.1
Net current liabilities (562.8) (621.7)
Non-current liabilities
Borrowings 14 979.0 1,018.3
Derivative financial instruments 16 1.0 1.3
Retirement benefit liabilities 4.6 31.7
Provisions 18 114.0 111.3
1,098.6 1,162.6
Total liabilities 2,948.5 3,165.7
Net assets 712.5 641.7
Equity
Share capital 19 37.5 37.5
Share premium 693.3 693.3
Hedging reserve (2.2) (1.8)
Other reserves 22.4 22.4
Own shares (31.1) (20.4)
Translation reserve (21.9) (22.9)
Retained earnings (1.3) (74.8)
Equity attributable to equity holders of the parent 696.7 633.3
Non-controlling interests 15.8 8.4
Total equity 712.5 641.7
The accompanying notes form an integral part of this consolidated balance
sheet.
Ryan Mangold
10 June 2025
Consolidated statement of changes in equity
For the 52 weeks ended March 2025/53 weeks ended 30 March 2024
Share Share Hedging Other Own Translation Retained Total Non- Total
capital
premium
reserve
reserves
shares
reserve
earnings/(deficit)
£m
controlling
equity
£m
£m
£m
£m
£m
£m
£m
interests
£m
£m
Balance at 26 March 2023 37.5 693.2 (0.7) 22.4 (15.4) (16.3) 19.5 740.2 10.6 750.8
(Loss)/profit for the period - - - - - - (15.9) (15.9) 6.5 (9.4)
Other comprehensive income/(loss) for the period - - 1.9 - - (6.6) 63.1 58.4 - 58.4
Total comprehensive income/(loss) for the period - - 1.9 - - (6.6) 47.2 42.5 6.5 49.0
Hedging instrument movements transferred to balance sheet (net of tax) - - (3.0) - - - - (3.0) - (3.0)
Transactions with owners in their capacity as owners
Shares issued - 0.1 - - - - - 0.1 - 0.1
Shares bought back but not yet cancelled - - - - - - (74.7) (74.7) - (74.7)
Liability for shares not yet bought back - - - - - - (41.1) (41.1) - (41.1)
Non-controlling interest buy-out - - - - - - - - (2.2) (2.2)
Dividends paid - - - - - - (29.5) (29.5) (6.5) (36.0)
Movement in EBT and treasury shares - - - - (5.0) - (11.5) (16.5) - (16.5)
Share-based payments - - - - - - 15.6 15.6 - 15.6
Deferred tax on share-based payments - - - - - - (0.3) (0.3) - (0.3)
Balance at 30 March 2024 37.5 693.3 (1.8) 22.4 (20.4) (22.9) (74.8) 633.3 8.4 641.7
Balance at 31 March 2024 37.5 693.3 (1.8) 22.4 (20.4) (22.9) (74.8) 633.3 8.4 641.7
(Loss)/profit for the period - - - - - - 127.5 127.5 10.8 138.3
Other comprehensive income/(loss) for the period - - (3.0) - - 1.0 25.4 23.4 - 23.4
Total comprehensive income/(loss) for the period - - (3.0) - - 1.0 152.9 150.9 10.8 161.7
Hedging instrument movements transferred to balance sheet (net of tax) - - 2.6 - - - - 2.6 - 2.6
Transactions with owners in their capacity as owners
Shares bought back but not yet cancelled - - - - - - (50.4) (50.4) - (50.4)
Dividends paid - - - - - - (34.2) (34.2) (3.4) (37.6)
Movement in EBT and treasury shares - - - - (10.7) - (5.4) (16.1) - (16.1)
Share-based payments - - - - - - 10.5 10.5 - 10.5
Deferred tax on share-based payments - - - - - - 0.1 0.1 - 0.1
Balance at 29 March 2025 37.5 693.3 (2.2) 22.4 (31.1) (21.9) (1.3) 696.7 15.8 712.5
The accompanying notes form an integral part of this consolidated statement of
changes in equity.
Consolidated cash flow statement
For the 52 weeks ended 29 March 2025/53 weeks ended 30 March 2024
Notes 2025 2024
£m
£m
Cash generated by operations 21 828.2 626.6
Tax paid (6.0) (2.2)
Interest paid (68.0) (81.1)
Net cash from operating activities 21 754.2 543.3
Investing activities
Interest received 7.7 15.7
Proceeds from disposal of property, plant and equipment 17.9 42.8
Purchases of property, plant and equipment (150.7) (216.9)
Purchases of software (5.7) (2.4)
Proceeds from capital grant funding 66.4 94.8
Proceeds from contingent consideration - 65.3
Settlement of foreign exchange hedge - 4.1
Acquisition of businesses (net of cash acquired) 20 (86.5) (13.6)
Net cash used in from investing activities (150.9) (10.2)
Financing activities
Shares purchased by Employee Benefit Trust (16.1) (16.5)
Treasury shares purchased via share buyback scheme and directly associated (91.8) (117.6)
costs
External dividends paid (34.2) (29.5)
Dividends paid to non-controlling shareholders (3.4) (6.5)
Non-controlling interest buy-out - (3.1)
Repayment of bond issues (96.2) (88.0)
Term loan drawdown 65.0 -
Proceeds from rolling credit facility 80.0 -
Repayment of rolling credit facility (75.0) -
Repayment of lease liabilities (503.5) (506.9)
Repayment of asset backed financial liabilities (9.8) (19.3)
Proceeds from asset backed financial liabilities 36.7 -
Repayment of loan notes - (0.6)
Proceeds from NextGen facility 6.8 13.1
Fees for finance facilities - (1.4)
Net cash flow used in financing activities (641.5) (776.3)
Net decrease in cash and cash equivalents before foreign exchange movements (38.2) (243.2)
Cash and cash equivalents at beginning of year 468.7 708.5
Foreign exchange movements 0.2 3.4
Cash and cash equivalents at end of year 430.7 468.7
Cash flows of discontinued operations are shown in note 13.
2025 2024
£m
£m
Reconciliation to cash flow statement
Cash and cash equivalents - balance sheet 487.1 496.5
Bank overdraft (56.4) (27.8)
Cash and cash equivalents at end of year per consolidated balance sheet 430.7 468.7
Note to the consolidated cash flow statement - reconciliation of net cash flow
to movement in net debt
2025 2024
£m
£m
Net decrease in cash and cash equivalents in year (38.2) (243.2)
Decrease in debt excluding leases 19.4 75.5
Repayment of lease liabilities and asset backed financial liabilities 513.3 526.2
Inception and reassessment of leases and asset backed financial liabilities (324.7) (237.5)
Foreign exchange movements 0.2 3.4
Other non-cash movements - (0.1)
Movement in net debt in year 170.0 124.3
Net debt at beginning of year (1,144.8) (1,269.1)
Net debt at end of year (974.8) (1,144.8)
The accompanying notes form an integral part of this consolidated cash flow
statement.
Notes to the consolidated financial statements
1 General information
The financial information set out above does not constitute the Company's
Statutory Accounts for the 52 weeks ended 29 March 2025 or the 53 weeks ended
30 March 2024, but is derived from those accounts. Statutory Accounts for 2024
have been delivered to the Registrar of Companies and those for 2025 will be
delivered following the Company's Annual General Meeting. The auditors have
reported on both sets of account; their reports were unqualified and did not
contain statements under section 498 (2) or (3) of the Companies Act 2006.
Whilst the financial information included in this preliminary announcement has
been computed in accordance with International Financial Reporting Standards
(IFRSs), this announcement does not in itself contain sufficient information
to comply with IFRSs. The Company expects to publish full financial statements
that comply with IFRSs in June 2025. Copies of the Statutory Accounts for the
52 weeks ended 29 March 2025 will be available to all shareholders in June and
will also be available thereafter at the Registered Office of the Company at
395 King Street, Aberdeen, AB24 5RP.
Basis of accounting
The consolidated financial statements of FirstGroup plc comply with UK-adopted
international accounting standards and with the requirements of the Companies
Act 2006. There were no unendorsed standards effective for the period ended 29
March 2025 affecting these consolidated and separate financial statements.
The financial statements have been prepared on the historical cost basis,
except for the revaluation of certain financial instruments, and on a going
concern basis .
The Group has undertaken detailed reviews of a range of severe but plausible
financial and operational scenarios using financial outlook modelling. Based
on their review of the financial forecasts and having regard to the risks and
uncertainties to which the Group is exposed, the Directors believe that the
Company and the Group have adequate resources to continue in operational
existence for at least a 12-month period from the date on which the financial
statements were approved. Accordingly, the financial statements have been
prepared on a going concern basis.
The financial statements for the 52 weeks ended 29 March 2025 include the
results and financial position of the First Rail businesses for the year ended
31 March 2025 and the results and financial position of all the other
businesses for the 52 weeks ended 29 March 2025. The financial statements for
the 53 weeks ended 30 March 2024 include the results and financial position of
the First Rail businesses for the year ended 31 March 2024 and the results and
financial position of all the other businesses for the 53 weeks ended 30 March
2024.
Adoption of new and revised standards
The accounting policies adopted are consistent with those of the previous
financial year except for the changes arising from new standards and
amendments to existing standards which have been adopted in the current year.
The following amended standards and interpretations were adopted by the Group
during the year:
· Amendments to IAS 1: Classification of Liabilities as Current or
Non-current
· Amendments to IAS 1: Non-current Liabilities with Covenants
· Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements
· Amendments to IFRS 16: Lease Liability in a Sale and Leaseback
There has been no material change as a result of applying these amendments. No
significant impact is expected from any of the future standards and amendments
that are visible, with the exception of IFRS 18 Presentation and Disclosure in
Financial Statements which is effective from 1 January 2027, which is expected
to change the presentation of the consolidated financial statements.
2 Revenue
2025 2024
£m
£m
Services rendered 4,317.2 3,952.1
First Rail contract subsidy receipts 412.8 456.8
Other revenues 336.3 306.2
Revenue from continuing operations 5,066.3 4,715.1
Discontinued operations - -
Revenue 5,066.3 4,715.1
3 Business segments and geographical information
For management purposes, the Group is organised into three operating divisions
- First Bus, First Rail and Greyhound. Greyhound Canada is categorised as a
Continuing Operation, although trading operations have ceased. The divisions
are managed separately in line with the differing services that they provide
and the geographical markets in which they operate. There is a clear
distinction between each division and no judgement is required to identify
each reportable segment.
The segment results for the 52 weeks ended 29 March 2025 are as follows:
Continuing Discontinued
Operations Operations
First Bus First Rail Greyhound Group items/ Continuing Greyhound Total
£m £m £m eliminations(1) Operations £m £m
£m £m
Passenger revenue 785.6 3,310.7 - - 4,096.3 - 4,096.3
Contract revenue 249.2 - - (28.3) 220.9 - 220.9
Rail contract subsidy receipts - 412.8 - - 412.8 - 412.8
Other revenues 46.7 289.6 - - 336.3 - 336.3
Revenue 1,081.5 4,013.1 - (28.3) 5,066.3 - 5,066.3
Rail TOC revenue adjustments - (3,724.3) - 28.0 (3,696.3) - (3,696.3)
Adjusted revenue(2) 1,081.5 288.8 - (0.3) 1,370.0 - 1,370.0
EBITDA(3) 160.1 639.7 - (19.4) 780.4 (0.6) 779.8
Depreciation (77.0) (541.1) - (2.1) (620.2) - (620.2)
Software amortisation (0.9) (1.3) - (0.5) (2.7) - (2.7)
Capital grant amortisation 13.8 51.5 - - 65.3 - 65.3
Segment results 96.0 148.8 - (22.0) 222.8 (0.6) 222.2
Other adjustments (note 4) - - (0.2) - (0.2) 5.5 5.3
Operating profit/(loss)(4) 96.0 148.8 (0.2) (22.0) 222.6 4.9 227.5
Investment income 0.5 0.2 - 7.0 7.7 0.1 7.8
Finance costs (9.5) (47.8) - (8.1) (65.4) (0.3) (65.7)
Profit/(loss) before tax 87.0 101.2 (0.2) (23.1) 164.9 4.7 169.6
Tax (31.3)
Profit after tax 138.3
1 Group items comprise central management and other items.
2 Adjusted revenue is revenue excluding DfT TOC revenue, and related
intercompany eliminations, where the Group takes substantially no revenue
risk.
3 EBITDA is adjusted operating profit less capital grant
amortisation plus depreciation plus software amortisation.
4 Although the segment results are used by management to measure
performance, statutory operating profit by operating division is also
disclosed for completeness.
3 Business segments and geographical information continued
The segment results for the 53 weeks ended 30 March 2024 were as follows:
Continuing Operations Discontinued Operations
First Bus First Rail Greyhound Group items/ Continuing Greyhound Group items(1) Total
£m £m £m eliminations(1) Operations £m £m £m
£m £m
Passenger revenue 769.1 3,030.1 - - 3,799.2 - - 3,799.2
Contract revenue 188.4 - - (35.5) 152.9 - - 152.9
Rail contract subsidy receipts - 456.8 - - 456.8 - - 456.8
Other revenues 54.7 251.5 - - 306.2 - - 306.2
Revenue 1,012.2 3,738.4 - (35.5) 4,715.1 - - 4,715.1
Rail TOC revenue adjustments - (3,470.6) - 35.1 (3,435.5) - - (3,435.5)
Adjusted revenue(2) 1,012.2 267.8 - (0.4) 1,279.6 - - 1,279.6
EBITDA(3) 148.1 620.5 - (20.0) 748.6 (1.8) - 746.8
Depreciation (73.9) (513.8) - (2.0) (589.7) (0.1) - (589.8)
Software amortisation (1.0) (1.7) - (0.6) (3.3) - - (3.3)
Capital grant amortisation 10.4 38.3 - - 48.7 - - 48.7
Segment results 83.6 143.3 - (22.6) 204.3 (1.9) - 202.4
Other adjustments (note 4) (146.9) - (0.4) (10.5) (157.8) (1.1) (2.3) (161.2)
Operating profit/(loss)(4) (63.3) 143.3 (0.4) (33.1) 46.5 (3.0) (2.3) 41.2
Investment income 1.7 1.6 - 13.4 16.7 0.1 - 16.8
Finance costs (4.2) (61.5) - (16.3) (82.0) (0.4) - (82.4)
(Loss)/profit before tax (65.8) 83.4 (0.4) (36.0) (18.8) (3.3) (2.3) (24.4)
Tax 15.0
Loss after tax (9.4)
1 Group items comprise central management and other items.
2 Adjusted revenue is revenue excluding DfT TOC revenue, and related
intercompany eliminations, where the Group takes substantially no revenue
risk.
3 EBITDA is adjusted operating profit less capital grant
amortisation plus depreciation plus software amortisation.
4 Although the segment results are used by management to measure
performance, statutory operating profit by operating division is also
disclosed for completeness.
4 Reconciliation to non-GAAP measures and performance
In measuring the Group and divisional adjusted operating performance,
additional financial measures derived from the reported results have been used
by management in order to eliminate factors which distort year-on-year
comparisons, and to enable the like-for-like monitoring of the Group's
recurring operations over time. The Group's adjusted performance is used to
explain year-on-year changes when the effect of certain items is significant,
including strategic items (including material M&A and group restructuring
projects), costs of acquisitions including aborted acquisitions, and
impairment of assets. Other items below £5.0m would not normally be
considered as adjusting items unless part of a larger strategic project, but
items which distort year-on-year comparisons that exceed this amount could
potentially be classified as an adjusting item and are assessed on a
case-by-case basis. Such potential adjusting other items may include:
restructuring and reorganisation costs; property gains or losses; aged legal
and self-insurance claims; movements on insurance discount rates; onerous
contract provisions; pension settlement gains or losses; and other items which
management has determined as not being relevant to an understanding of the
Group's underlying business performance. Subsequent remeasurements of
adjusting items are also recognised as an adjusting item in the future period
in which the remeasurement occurs.
4 Reconciliation to non-GAAP measures and performance continued
The Group's statutory revenue measure will be impacted as National Rail
Contracts (NRCs) are taken into public ownership. As a result, during FY 2025
the Group has identified Adjusted revenue as a new performance measure, to
provide an indication of the Group's revenue excluding that from NRCs.
Adjusted revenue is defined as revenue excluding that element of DfT TOC
revenue, and related intercompany eliminations, where the Group takes
substantially no revenue risk. The Adjusted revenue measure includes
management and performance fee income earned by the Group from its DfT TOC
contracts.
Reconciliation of operating profit to adjusted operating profit on a 2025 2024
continuing basis
£m
£m
Operating profit on a continuing basis 222.6 46.5
Adjustments for:
LGPS pension settlement and related charges - 146.9
Legal claims in North America and the UK - 10.5
Greyhound Canada 0.2 0.4
Total operating profit adjustments on a continuing basis 0.2 157.8
Adjusted operating profit on a continuing basis (note 3) 222.8 204.3
Reconciliation of operating profit/(loss) to adjusted operating profit on a 2025 2024
discontinued basis
£m
£m
Operating profit/(loss) from discontinued operations 4.9 (5.3)
Adjustments for:
CARES receipt (0.4) -
Retirement benefit restructuring (credits)/charges (5.1) 1.1
Transit earnout charge - 2.3
Total operating profit adjustments from discontinued operations (5.5) 3.4
Adjusted operating loss from discontinued operations (0.6) (1.9)
Reconciliation of profit/(loss) before tax to adjusted profit before tax and 2025 2024
adjusted earnings
£m
£m
Profit/(loss) before tax (including discontinued operations) 169.6 (24.4)
Adjusting operating profit items - continuing operations 0.2 157.8
Adjusting operating profit items - discontinued operations (5.5) 3.4
Adjusted operating profit items - total operations (5.3) 161.2
Adjusted profit before tax including discontinued operations 164.3 136.8
Rail management fee-based operations - IFRS 16 adjustment (1.1) 10.2
Adjusted tax charge (41.1) (32.1)
Non-controlling interests(1) (7.1) (6.5)
Adjusted earnings including discontinued operations 115.0 108.4
1 Statutory non-controlling interests in 2025 and 2024 principally
reflect Avanti West Coast and South Western Railway.
4 Reconciliation to non-GAAP measures and performance continued
Reconciliation of tax charge to adjusted tax charge 2025 2024
£m
£m
Tax charge/(credit) (note 6) 31.3 (15.0)
Tax effect of adjusting items (note 7) - 42.5
Non-recurring historical tax refund (note 7) 3.0 -
Write-back of previously unrecognised deferred tax assets (note 7) 6.8 5.3
Write-down of previously recognised deferred tax assets (note 7) - (0.7)
Adjusted tax charge (including discontinued) 41.1 32.1
Adjusted tax charge - continuing operations 41.1 32.0
Adjusted tax charge - discontinued operations - 0.1
Adjusting items - 2025
The principal adjusting items in the year for the continuing business are as
follows:
Greyhound Canada
A net £0.2m charge was incurred in the period relating to the continued
winding down of Greyhound Canada operations.
Adjusting items - discontinued operations
CARES receipt
A credit of £0.4m was recognised in the period on receipt of CARES funding in
relation to the discontinued North American operations.
Legacy US pensions scheme buy out
On 16 July 2024, the Group agreed terms with an insurance company to buy out
the remaining liabilities of the legacy Greyhound US pension plan, with the
plan being terminated thereafter. Following a Group contribution of $6m, gross
liabilities valued at $155m (£123m) at the FY 2024 year-end were removed from
the Group's balance sheet and the Group recognised a net settlement gain after
related costs of £5.1m in the income statement as an adjusting item.
Adjusting items - 2024
The principal adjusting items in the prior year were as follows:
First Bus pension settlement charge and related items
In September 2023, First Bus concluded a period of consultation with regards
to its two Local Government Pension Schemes and subsequently terminated its
participation in these funds on 31 October 2023, with affected employees
enrolled into the First Bus Retirement Savings Plan. Adjusting charges of
£146.9m relating to the settlement charge and other costs relating to
the termination were recognised during FY 2024. A gain of £161.0m was
recognised in Other comprehensive income in relation to the restricted
accounting surplus.
Legal claims in North America and the UK
The Group has recognised legal provisions relating to claims in North America
and the UK.
Adjusting items - discontinued operations
First Transit earnout
The final valuation of the First Transit earnout contingent consideration
receivable was agreed and settled during FY 2024, with the Group receiving
cash of $83.8m (£65.3m). The Group incurred an adjusting charge of £2.3m,
reflecting the hedging of the cash receipt, translation of
the US dollar asset into pounds sterling before settlement, offsetting the
small write-off of the residual asset on settlement.
4 Reconciliation to non-GAAP measures and performance continued
First Bus EBITDA comprises: 2025 2024
£m
£m
Pre-IFRS 16 EBITDA 144.0 132.5
IFRS 16 adjustments(1) 16.1 15.6
First Bus adjusted EBITDA per segmental results table (note 3) 160.1 148.1
First Rail EBITDA comprises: 2025 2024
£m
£m
Non-management fees-based TOCs pre-IFRS 16 EBITDA 40.8 37.6
Group's share of management fee income available for dividends (net of tax and 39.0 39.5
non-controlling interest)
Tax on management fee income 15.4 15.0
Non-controlling interest 7.2 6.5
IFRS 16 adjustments(1) 537.3 521.9
First Rail adjusted EBITDA per segmental results table (note 3) 639.7 620.5
Group items EBITDA comprises:
Pre-IFRS 16 EBITDA (21.4) (21.9)
IFRS 16 adjustments(1) 2.0 1.9
Group items adjusted EBITDA per segmental results table (note 3) (19.4) (20.0)
First Rail adjusted operating profit comprises:
Non-management fees-based TOCs 40.3 36.4
Group's share of management fee income available for dividends (net of tax and 39.0 39.5
non-controlling interest)
Tax on management fee income 15.4 15.0
Non-controlling interest 7.2 6.5
IFRS 16 adjustments(1) 46.9 45.9
First Rail adjusted operating profit per segmental results table (note 3) 148.8 143.3
Reconciliation of pre-IFRS 16 adjusted EBIT to post-IFRS 16 adjusted EBIT
Pre-IFRS 16 adjusted EBIT 173.4 156.6
IFRS 16 adjustments(1) 49.4 47.7
Post-IFRS 16 adjusted EBIT (note 3) 222.8 204.3
Reconciliation of statutory revenue to adjusted revenue(2)
Revenue - statutory basis 5,066.3 4,715.1
Deduct: DfT TOC revenue (3,881.0) (3.626.5)
Add back: DfT TOC management and performance fees 71.7 69.8
Add back: Intercompany eliminations related to DfT TOCs 113.0 121.2
Adjusted revenue 1,370.0 1,279.6
Reconciliation of reported net debt to adjusted net debt/(cash) 29 March 2025 30 March 2024
Reported net debt 974.8 1,144.8
IFRS 16 lease liabilities (note 15) (1,203.6) (1,458.5)
Ring-fenced cash 315.7 249.6
Adjusted net debt/(cash) 86.9 (64.1)
1 IFRS 16 adjustments to EBITDA principally reflect the add back of
operating lease rental costs charged to the income statement before the
adoption of IFRS 16. IFRS 16 adjustments to operating profit reflect operating
lease rental costs less depreciation charges on right of use assets.
2 Adjusted revenue is revenue excluding DfT TOC revenue, and related
intercompany eliminations, where the Group takes substantially no revenue
risk. The Adjusted revenue measure includes management and performance fee
income earned by the Group from its DfT TOC contracts.
5 Investment income and finance costs
2025 2024
£m
£m
Bank interest receivable (7.2) (14.7)
Interest on pensions (0.6) (2.1)
Total investment income (including discontinued operations) (7.8) (16.8)
Bonds 3.1 11.9
Bank interest and facility fees 8.2 5.8
Finance charges payable in respect of lease liabilities 49.6 62.1
Finance charges payable in respect of asset backed financial liabilities 3.7 1.4
Interest on long-term provisions 1.0 0.8
Interest on pensions 0.1 0.4
Total finance costs (including discontinued operations) 65.7 82.4
Finance costs are stated after charging fee expenses of £1.1m (2024: £0.7m).
There was no interest capitalised into qualifying assets in either the current
or prior period.
Investment income of £0.1m (2024: £0.1m) and finance costs of £0.3m (2024:
£0.4m) relate to discontinued operations (note 13).
6 Tax on profit/(loss) on ordinary activities
2025 2024
£m
£m
Current tax charge 6.6 1.3
Adjustments with respect to prior years (2.8) (3.0)
Total current tax charge/(credit) (including discontinued operations) 3.8 (1.7)
Origination and reversal of temporary differences 36.2 (11.0)
Adjustment in respect of prior years (1.9) 2.3
Writing down of previously recognised deferred tax assets - 0.7
Write back of previously unrecognised deferred tax assets (6.8) (5.3)
Total deferred tax charge/(credit) (note 17) 27.5 (13.3)
Total tax charge/(credit) (including discontinued operations) 31.3 (15.0)
Tax charge/(credit) attributable to:
Profit from continuing operations 31.3 (15.1)
Profit from discontinued operations - 0.1
7 Earnings per share (EPS)
EPS is calculated by dividing the profit attributable to equity shareholders
of £127.5m (2024: loss of £(15.9)m) by the weighted average number of
ordinary shares of 597.7m (2024: 662.9m). The number of ordinary shares used
for the basic and diluted calculations is shown in the table below.
The difference in the number of shares between the basic calculation and the
diluted calculation represents the weighted average number of potentially
dilutive ordinary share options.
2025 2024
Number
Number
m
m
Weighted average number of shares used in basic calculation 597.7 662.9
Executive share options 25.0 26.2
Weighted average number of shares used in the diluted calculation 622.7 689.1
The adjusted EPS is intended to highlight the recurring operating results of
the Group before certain other adjustments as set out in note 4, and before
IFRS 16 charges relating to the Group's management fee-based Rail operations.
A reconciliation is set out below:
2025 2024
£m EPS £m EPS
(pence) (pence)
Basic profit/(loss)/EPS 127.5 21.3 (15.9) (2.4)
Management fee-based Rail operations - IFRS 16 adjustments 0.5 0.1 10.2 1.5
Other adjustments (note 4) (5.3) (0.9) 161.2 24.3
Non-controlling interest 2.1 0.4 - -
Tax effect of other adjustments - - (42.5) (6.4)
Non-recurring historical tax refund (3.0) (0.5) - -
Write down of previously recognised deferred tax assets - - 0.7 0.1
Write back of previously unrecognised deferred tax assets (6.8) (1.1) (5.3) (0.8)
Adjusted profit and EPS attributable to the ordinary equity holders of the 115.0 19.3 108.4 16.4
Company
Adjusted (loss)/EPS from discontinued operations (0.8) (0.1) (2.3) (0.3)
Adjusted profit/EPS from continuing operations 115.8 19.4 110.7 16.7
2025 2024
pence
pence
Diluted EPS 20.5 (2.4)
Adjusted diluted EPS 18.5 15.7
7 Earnings per share (EPS) continued
The adjusted EPS on a continuing basis is set out below:
2025 2024
£m EPS £m EPS
(pence) (pence)
Basic profit/(loss)/EPS 122.8 20.5 (10.2) (1.5)
Management fee-based Rail operations - IFRS 16 adjustments 0.5 0.1 10.2 1.5
Other adjustments (note 4) 0.2 - 157.8 23.7
Non-controlling interest 2.1 0.4 - -
Tax effect of other adjustments - - (42.5) (6.3)
Non-recurring historical tax refund (3.0) (0.5) - -
Write-down of previously recognised deferred tax assets - - 0.7 0.1
Write back of previously unrecognised deferred tax assets (6.8) (1.1) (5.3) (0.8)
Adjusted profit/EPS from continuing operations 115.8 19.4 110.7 16.7
2025 2024
pence
pence
Diluted EPS 19.7 (1.5)
Adjusted diluted EPS 18.6 16.1
8 Goodwill
£m
Cost
At 30 March 2024 111.0
Additions (note 20) 37.2
At 29 March 2025 148.2
Accumulated impairment losses
At 30 March 2024 -
At 29 March 2025 -
Carrying amount
At 29 March 2025 148.2
At 30 March 2024 111.0
9 Other intangible assets
Customer contracts Software Total
£m
£m
£m
Cost
At 26 March 2023 - 39.8 39.8
Additions - 2.4 2.4
Disposals - (5.2) (5.2)
Transfers - 4.0 4.0
At 30 March 2024 - 41.0 41.0
At 31 March 2024 - 41.0 41.0
Acquisitions 3.6 0.3 3.9
Additions - 5.7 5.7
Disposals - (1.2) (1.2)
Reclassifications(1) - (2.7) (2.7)
At 29 March 2025 3.6 43.1 46.7
Accumulated amortisation and impairment
At 26 March 2023 - 29.0 29.0
Charge for year - 3.3 3.3
Disposals - (4.2) (4.2)
Transfers - 2.5 2.5
At 30 March 2024 - 30.6 30.6
At 31 March 2024 - 30.6 30.6
Charge for year - 2.7 2.7
Reclassifications(1) - (2.7) (2.7)
At 29 March 2025 - 30.6 30.6
Carrying amount
At 29 March 2025 3.6 12.5 16.1
At 30 March 2024 - 10.4 10.4
1 As part of the groups continuing efforts to streamline reporting
processes it was identified that £2.7m had been incorrectly classified
between cost and accumulated depreciation.
10 Property, plant and equipment
Owned assets
Land and buildings Passenger carrying Other plant and Total
£m
vehicle fleet
equipment
£m
£m
£m
Cost
At 26 March 2023 213.1 753.5 711.6 1,678.2
Acquisitions - 3.1 0.1 3.2
Additions 31.1 135.5 74.4 241.0
Disposals (7.3) (74.5) (76.1) (157.9)
Reclassifications (1.8) 13.4 (5.7) 5.9
Transfers to right of use assets - (2.7) (14.7) (17.4)
At 30 March 2024 235.1 828.3 689.6 1,753.0
At 31 March 2024 235.1 828.3 689.6 1,753.0
Acquisitions (note (()20) 49.5 56.4 14.0 119.9
Additions 31.4 60.0 69.1 160.5
Disposals (1.4) (44.1) (10.9) (56.4)
Reclassifications(1) 16.3 - (13.6) 2.7
Transfers to right of use assets - (2.3) (8.4) (10.7)
Foreign exchange movements - (0.3) - (0.3)
At 29 March 2025 330.9 898.0 739.8 1,968.7
Accumulated depreciation and impairment
At 26 March 2023 60.5 432.9 546.1 1,039.5
Charge for year 11.5 53.2 33.9 98.6
Disposals (3.2) (67.6) (59.7) (130.5)
Impairment(2) - - 2.6 2.6
Reclassifications (5.9) 8.3 (7.7) (5.3)
At 30 March 2024 62.9 426.8 515.2 1,004.9
At 31 March 2024 62.9 426.8 515.2 1,004.9
Charge for year 10.8 53.4 49.6 113.8
Disposals (0.6) (41.1) (7.4) (49.1)
Reclassifications(3) - - 2.7 2.7
Foreign exchange movements - (0.1) - (0.1)
At 29 March 2025 73.1 439.0 560.1 1,072.2
Carrying amount
At 29 March 2025 257.8 459.0 179.7 896.5
At 30 March 2024 172.2 401.5 174.4 748.1
1 As part of the Group's continuing efforts to streamline reporting
processes it was identified that £16.3m of assets had been incorrectly
classified between Land and Buildings and Other and £2.7m had been
incorrectly classified between cost and accumulated depreciation in Other.
2 The impairment charge in the prior year of £2.6m relates to Rail
contracts.
An amount of £58.0m (2024: £0.8m) in respect of assets under construction is
included in the carrying amount of land and buildings and other plant and
equipment, mainly relating to development of electric charging infrastructure
in First Bus.
At 29 March 2025 the Group had entered into contractual capital commitments
amounting to £341.5m (2024: £61.8m), principally representing purchase of
passenger carrying vehicles, electrical infrastructure and TOC and open access
operation commitments.
Right of use assets
Rolling stock Land and buildings Passenger carrying Other plant and Total
£m
£m
vehicle fleet
equipment
£m
£m
£m
Cost
At 26 March 2023 3,781.7 71.4 51.7 8.5 3,913.3
Additions 183.3 4.3 6.5 2.8 196.9
Disposals (221.6) (10.6) (0.5) (0.4) (233.1)
Transfers from owned assets - - 2.7 14.7 17.4
At 30 March 2024 3,743.4 65.1 60.4 25.6 3,894.5
At 31 March 2024 3,743.4 65.1 60.4 25.6 3,894.5
Additions 6.5 6.2 8.0 1.2 21.9
Acquisitions - 19.5 53.3 - 72.8
Disposals (75.5) (3.3) (10.0) (1.5) (90.3)
Reassessment 124.6 1.0 - - 125.6
Transfers from owned assets - - 2.3 8.4 10.7
At 29 March 2025 3,799.0 88.5 114.0 33.7 4,035.2
Accumulated depreciation and impairment
At 26 March 2023 2,144.7 30.9 40.3 6.4 2,222.3
Charge for period 470.3 8.7 10.2 1.9 491.1
Lease impairment 1.2 - - - 1.2
Disposals (220.6) (6.4) (0.3) (0.1) (227.4)
At 30 March 2024 2,395.6 33.2 50.2 8.2 2,487.2
At 31 March 2024 2,395.6 33.2 50.2 8.2 2,487.2
Charge for period 485.4 8.8 8.3 3.9 506.4
Disposals (75.2) (3.3) (9.9) (1.5) (89.9)
At 29 March 2025 2,805.8 38.7 48.6 10.6 2,903.7
Carrying amount
At 29 March 2025 993.2 49.8 65.4 23.1 1,131.5
At 30 March 2024 1,347.8 31.9 10.2 17.4 1,407.3
The discounted lease liability relating to the right of use assets included
above is shown in note 15.
Owned assets and right of use assets Rolling stock Land and buildings Passenger carrying Other plant and Total
£m
£m
vehicle fleet
equipment
£m
£m
£m
Carrying amount
At 29 March 2025 993.2 307.6 524.4 202.8 2,028.0
At 30 March 2024 1,347.8 204.1 411.7 191.8 2,155.4
The maturity analysis of lease liabilities is presented in note 15.
Amounts recognised in income statement (including discontinued operations) 2025 2024
£m
£m
Depreciation expense on right of use assets 506.4 491.1
Interest expense on lease liabilities 49.6 62.1
Impairment charge - 1.2
Expense relating to leases of low-value assets - 0.1
556.0 554.5
11 Trade and other receivables
Amounts due within one year (from continuing operations) 2025 2024
£m
£m
Trade receivables 364.1 400.1
Loss allowance (10.6) (41.7)
Trade receivables net 353.5 358.4
Other receivables 171.0 187.6
Amounts recoverable on contracts 57.5 38.9
Prepayments 37.2 38.7
Accrued income 142.4 229.0
761.6 852.6
12 Trade and other payables
Amounts falling due within one year (from continuing operations) 2025 2024
£m
£m
Trade payables 352.2 277.4
Other payables 210.9 291.2
Accruals 480.1 539.9
Deferred income 140.2 129.0
Season ticket deferred income - Rail 24.8 21.1
1,208.2 1,258.6
13 Discontinued operations
Discontinued operations 2025 2024
£m
£m
Revenue - -
Operating income/(costs) 4.9 (5.3)
Operating profit/(loss) 4.9 (5.3)
Investment income 0.1 0.1
Finance costs (0.3) (0.4)
Profit/(loss) before tax 4.7 (5.6)
Tax - (0.1)
Profit/(loss) for the year after tax 4.7 (5.7)
Attributable to:
Equity holders of the parent 4.7 (5.7)
Non-controlling interests - -
4.7 (5.7)
EPS 2025 2024
pence
pence
Basic EPS 0.8 (0.9)
Diluted EPS 0.8 (0.9)
Cash flow 2025 2024
£m
£m
Net cash outflow from operating activities (8.0) (4.2)
Net cash inflow from investing activities 0.7 74.7
Net cash flow from financing activities - -
Net (decrease)/increase in cash generated (7.3) 70.5
Other comprehensive income/(loss) 2025 2024
£m
£m
Actuarial gain/(loss) on defined benefit pension schemes 1.9 (1.2)
Hedging instrument movements - 0.4
Exchange differences on translation of discontinued operations 3.1 (6.6)
Total 5.0 (7.4)
14 Borrowings
2025 2024
£m
£m
On demand or within one year
Lease liabilities (note 15)(1,2) 410.3 492.8
Asset backed financial liabilities (note 15)(2) 16.2 6.2
Bank overdraft 56.4 27.8
Bond 6.875% (repayable 2024) - 99.7
Total current liabilities 482.9 626.5
Within one to two years
Lease liabilities (note 15)(1,2) 393.6 385.0
Asset backed financial liabilities (note 15)(2) 12.9 7.9
Syndicated loan facilities 64.3 -
470.8 392.9
Within two to five years
Lease liabilities (note 15)(1,2) 352.1 546.2
NextGen battery debt 15.0 3.0
Asset backed financial liabilities (note 15)(2) 39.8 13.6
Syndicated loan facilities 2.4 -
409.3 562.8
Over five years
Lease liabilities (note 15)(1,2) 47.6 34.5
NextGen battery debt 4.9 10.2
Asset backed financial liabilities (note 15)(2) 46.4 17.9
98.9 62.6
Total non-current liabilities at amortised cost 979.0 1,018.3
1 The right of use assets relating to lease liabilities are shown in
note 10.
2 The maturity analysis of lease liabilities and asset backed
financial liabilities is presented in note 15.
15 Lease liabilities and asset backed financial liabilities
The Group had the following lease liabilities and asset backed financial
liabilities at the balance sheet dates, excluding liabilities relating to the
discontinued operations:
Lease liabilities Asset backed financial liabilities
Maturity analysis 2025 2024 2025 2024
£m
£m
£m
£m
Due in less than one year 450.9 539.4 16.9 6.5
Due in more than one year but not more than two years 418.5 414.1 14.2 8.5
Due in more than two years but not more than five years 370.0 574.6 47.8 16.2
Due in more than five years 64.4 44.9 68.7 23.7
1,303.8 1,573.0 147.6 54.9
Less future financing charges (100.2) (114.5) (32.2) (9.3)
1,203.6 1,458.5 115.4 45.6
The total cash outflow for the lease liabilities and asset backed financial
liabilities recorded on the balance sheet amounted to £553.3m and £13.8m
respectively (2024: £506.9m and £19.3m).
The right of use assets related to the lease liabilities is presented in note
10.
16 Financial instruments
Non-derivative financial assets 2025 2024
£m
£m
Total non-derivatives
Total non-current assets 104.2 99.6
Total assets 104.2 99.6
Certain pension partnership structures were implemented during 2022. These
structures involved the creation of special purpose vehicles (SPVs) to hold
cash to fund the Bus and Group pension schemes if required based on a
designated funding mechanism. Management have concluded that these amounts
represent financial assets under IAS 32.
During the year, FirstGroup Energy Ltd purchased a £1.0m fixed rate unsecured
convertible loan note in KleanDrive Ltd. Management have concluded that this
represents a financial asset under IAS 32.
Derivative financial instruments
2025 2024
£m £m
Total derivatives
Total non-current assets 0.3 0.4
Total current assets 0.2 2.0
Total assets from continuing operations 0.5 2.4
Total current liabilities 3.0 3.4
Total non-current liabilities 1.0 1.3
Total liabilities from continuing operations 4.0 4.7
2025 2024
£m
£m
Derivatives designated and effective as hedging instruments carried at fair
value Non-current assets
Fuel derivatives (cash flow hedge) 0.3 0.4
0.3 0.4
Current assets
Fuel derivatives (cash flow hedge) 0.2 2.0
0.2 2.0
Current liabilities
Fuel derivatives (cash flow hedge) 2.1 2.7
Currency forwards (cash flow hedge) 0.9 0.7
3.0 3.4
Non-current liabilities
Currency forwards (cash flow hedge) 0.3 0.2
Interest rate swaps (NextGen) 0.3 0.5
Fuel derivatives (cash flow hedge) 0.4 0.6
1.0 1.3
The Group enters into derivative transactions under International Swaps and
Derivatives Association Master Agreements that allow for the related amounts
to be set-off in certain circumstances. The amounts set out as Fuel
derivatives and Currency forwards in the table above represent the derivative
financial assets and liabilities of the Group that may be subject to the above
arrangements and are presented on a gross basis. Derivative liabilities of
£nil (2024: £nil) were subject to netting arrangements. Total cash flow
hedges are a liability of £3.5m (2024: £2.3m liability).
17 Deferred tax
The major deferred tax (assets)/liabilities recognised by the Group and
movements thereon during the current and prior reporting periods are as
follows:
Accelerated tax depreciation Retirement benefit schemes Other temporary differences Tax losses Total
£m
£m
£m
£m
£m
At 25 March 2023 24.7 8.6 (41.4) (38.9) (47.0)
Charge/(credit) to income statement 7.0 (33.4) 14.2 (1.1) (13.3)
Charge/(credit) to other comprehensive income and equity - 20.2 (0.2) - 20.0
Acquisitions and disposals of subsidiaries 0.7 - - - 0.7
At 30 March 2024 32.4 (4.6) (27.4) (40.0) (39.6)
Charge/(credit) to income statement (0.1) 1.9 16.6 9.1 27.5
Charge/(credit) to other comprehensive income and equity - 7.5 (0.3) - 7.2
Acquisitions and disposals of subsidiaries 11.1 - (4.0) (49.4) (42.3)
At 29 March 2025 43.4 4.8 (15.1) (80.3) (47.2)
17 Deferred tax continued
With respect to the total net deferred tax asset of £47.2m, UK net deferred
tax assets of £46.3m have been recognised as the Group forecasts sufficient
taxable profits in future periods and a deferred tax asset of £0.9m relating
to the US is recognised because it is probable that book gains will arise on
the remaining US property portfolio.
No deferred tax has been recognised on tax losses of £413.9m (2024: tax
losses of £457.9m) as there are insufficient future profits forecast in North
America and some UK entities may cease to trade before their tax losses can be
utilised.
18 Provisions
Onerous contracts Insurance Legal and Total
claims
other
£m
£m
£m
£m
At 30 March 2024 - 100.2 85.7 185.9
Charged/(credited) to the income statement - 14.7 (1.4) 13.3
Utilised in the year (1.5) (34.9) (4.5) (40.9)
Business acquisitions 38.0 16.0 0.2 54.2
Notional interest - (0.2) - (0.2)
Foreign exchange movements - (1.5) (0.6) (2.1)
At 29 March 2025 36.5 94.3 79.4 210.2
Current liabilities 20.8 32.6 42.8 96.2
Non-current liabilities 15.7 61.7 36.6 114.0
At 29 March 2025 36.5 94.3 79.4 210.2
Current liabilities - 35.7 38.9 74.6
Non-current liabilities - 64.5 46.8 111.3
At 30 March 2024 - 100.2 85.7 185.9
The onerous contract provision of £38.0m was recognised on acquisition of
London bus operator RATP Dev Transit London Limited and its subsidiaries. The
provision recognises that a number of contracts between the acquired business
and TfL are loss making and therefore the Group has provided for the expected
shortfall in these contracts, where the unavoidable costs of fulfilling these
contracts outweigh the expected benefits.
The insurance claims provision arises from estimated exposures for incidents
occurring prior to the balance sheet date. It is anticipated that the majority
of such claims will be settled within the next four years although certain
liabilities in respect of lifetime obligations of £1.0m (2024: £1.1m) can
extend for more than 25 years. The utilisation of £34.9m (2024: £37.0m)
represents payments made against the current liability of the preceding year
as well as the settlement of claims resulting from incidents occurring in the
current year.
The insurance claims provisions, of which £34.7m (2024: £55.7m) relates to
legacy Greyhound claims, includes £31.0m (2024: £50.8m) which is recoverable
from insurance companies and a receivable is included within other
receivables in note 11.
Legal and other provisions relate to estimated exposures for cases filed or
thought highly likely to be filed for incidents that occurred prior to the
balance sheet date. It is anticipated that most of these items will be
settled within ten years. Also included are provisions in respect of costs
anticipated on the exit of surplus properties which are expected to be settled
over the remaining terms of the respective leases and dilapidation, other
provisions in respect of contractual obligations under rail franchises and
restructuring costs. The dilapidation provisions are expected to be settled at
the end of the respective franchise.
19 Called up share capital
Number of £m
shares million
Allotted, called up and fully paid (ordinary shares of 5p each)
Balance as at 30 March 2024 750.7 37.5
Balance as at 29 March 2025 (ordinary shares of 5p each) 750.7 37.5
The Company has one class of ordinary shares which carries no right to fixed
income.
On 8 June 2023, the Company announced a share buyback programme to purchase up
to £115m of ordinary shares. This buyback programme completed on 5 August
2024 having repurchased 71,200,278 shares for a total consideration of
£115.8m including transaction costs.
On 14 November 2024, the Company announced a share buyback programme to
purchase up to £50m of ordinary shares. This buyback programme completed on
21 March 2025 having repurchased 30,498,221 shares for a total consideration
of £50.4m including transaction costs.
20 Acquisition of businesses and subsidiary undertakings
£m RATP London Andersons Travel Lakeside Group Matthews Coach Hire Open Access - Stirling Open Access - Wales & Western Total
Provisional fair value of net assets acquired:
Intangible assets 3.9 - - - - - 3.9
Property, plant and equipment 169.9 10.0 8.1 4.7 - - 192.7
Deferred tax 44.3 (0.9) (1.1) - - - 42.3
Inventories 2.0 0.1 0.2 0.2 - - 2.5
Trade and other receivables 12.0 5.1 1.7 0.6 - - 19.4
Cash and cash equivalents 0.4 0.6 2.0 1.1 - - 4.1
Trade and other payables (24.7) (4.9) (0.6) (0.7) - - (30.9)
Taxation (3.9) (0.3) 0.1 (0.5) - - (4.6)
Provisions (54.2) - - - - - (54.2)
Lease liabilities (69.9) (2.9) - - - - (72.8)
Asset backed financial liabilities (43.3) (3.6) (2.1) - - - (49.0)
Net identifiable assets acquired 36.5 3.2 8.3 5.4 - - 53.4
Goodwill 10.8 3.9 7.5 6.5 1.5 7.0 37.2
Satisfied by cash consideration 47.3 7.1 15.8 11.9 1.5 7.0 90.6
Less: cash and cash equivalents acquired (0.4) (0.6) (2.0) (1.1) - - (4.1)
Net cash outflow in respect of acquisitions 46.9 6.5 13.8 10.8 1.5 7.0 86.5
Acquisitions in 52 weeks to 29 March 2025
On 21 October 2024, the Group announced its acquisition of Anderson Travel, a
coach operator providing contracted school, private hire, mini coach and tour
services in and around London. The acquisition will extend First Bus'
operational footprint and forms part of the Group's strategy of targeted
acquisitions to grow its share of the UK adjacent services market.
On 25 October 2024, the Group announced its acquisition of Lakeside Group, a
Shropshire and Cheshire-based company that provides school, B2B and B2C
private hire services, with a fleet of around 145 buses and coaches. The
acquisition will grow the Group's coaching business and offers the potential
to increase our presence in the West Midlands.
20 Acquisition of businesses and subsidiary undertakings continued
On 4 February 2025, the Group announced its acquisition of Matthews Coach Hire
Limited, a coach and bus operator in Ireland with a fleet of more than 40
vehicles. The acquisition will allow the Group to expand its presence in
non-airport commuter and B2B markets in Ireland.
On 28 February 2025, the Group acquired the acquisition of London bus operator
RATP Dev Transit London Limited and its subsidiaries ('First Bus London'). The
acquisition facilitated the Group's entry into the London bus market and
supports the Group's strategy of growing and diversifying its revenue base.
On 19 August 2024, the Group acquired Grand Union Trains WCML Holdings Limited
and its subsidiary companies, which owns the open access track access rights
for the London Euston - Stirling route. On 4 December 2024, the Group acquired
Grand Union Trains GWML Holdings Limited and its subsidiary companies, which
owns the open access track access right for the London Paddington - Carmarthen
route.
The businesses acquired during the year contributed £34.6m to Group revenue
and £2.2m profit to Group operating profit from the date of acquisition.
If the acquisitions had been completed on the first day of the financial year,
revenue from the acquisitions for the year would have been £315.7m and
operating losses from the acquisitions would have been £(17.7)m.
The Group is currently undertaking the purchase price allocation exercise for
First Bus London, and this has identified a number of adjustments to reflect
the fair value of the assets and liabilities acquired. IFRS 3 Business
Combinations allows the Group 12 months from the date of acquisition to
finalise this exercise, and the standard acknowledges that it will be
necessary to estimate certain acquisition adjustments and fair values. Owing
to the proximity of the acquisition to the reporting date, the acquisition
adjustments and closing fair values are therefore disclosed in the financial
statements as provisional. These will be finalised within the timeframe
permitted by IFRS 3.
Acquisitions in 53 weeks to 30 March 2024
On 23 February 2024, the Group completed the acquisition of York Pullman Bus
Company Ltd for total consideration of £15.5m, which operates five coach
services brands providing home-to-school and college contracted services,
private hire operations including rail replacement services, and a small
number of local bus routes on behalf of several local authorities. Net assets
acquired were £4.2m, with goodwill arising of £11.3m.
21 Net cash from operating activities
2025 2024
£m
£m
Operating profit from:
Continuing operations 222.6 46.5
Discontinued operations 4.9 (5.3)
Total operations 227.5 41.2
Adjustments for:
Depreciation charges 620.2 589.7
Capital grant amortisation (65.3) (48.7)
Software amortisation charges 2.7 3.4
Impairment - 3.8
Share-based payments 10.5 15.6
Profit on disposal of property, plant and equipment (0.2) (5.7)
Operating cash flows before working capital and pensions 795.4 599.3
Decrease in inventories (2.4) 0.1
Decrease/(increase) in receivables 109.4 (3.1)
Decrease in payables due within one year (31.3) (103.1)
(Increase)/decrease in financial assets (1.0) 23.7
Decrease in provisions due within one year (13.9) (12.4)
Decrease in provisions due over one year (14.0) (15.5)
Settlement of foreign exchange hedge - (1.1)
Local Government Pension Scheme refund - 23.1
Defined benefit pension payments (higher)/lower than income statement charge (14.0) 115.6
Cash generated by operations 828.2 626.6
Tax paid (6.0) (2.2)
Interest paid¹ (68.0) (81.1)
Net cash from operating activities(2) 754.2 543.3
1 Interest paid includes £49.6m relating to lease liabilities
(2024: £62.1m).
2 Net cash from operating activities is stated after an outflow of
£3.2m (2024: inflow of £5.1m) in relation to financial derivative
settlements.
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