REG - Roadside Real Estate - Annual Financial Report
17/02/2026 17:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260217:nRSQ3880Ta&default-theme=true
RNS Number : 3880T Roadside Real Estate PLC 17 February 2026
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS
DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF
MAR.
17 February 2026
Roadside Real Estate plc
("Roadside", the "Group" or the "Company")
Final results for the year ended 30 September 2025
Roadside, (AIM: ROAD) announces its audited final results for the year-ended
30 September 2025 ("FY25").
Financial highlights
2025 2024 Change
Profit for the year including discontinued operations £0.5m £43.2m (£42.7)
Basic earnings per share (pence) including discontinued operations 0.35 30.20 (29.85)
Basic loss per share (pence) from continuing operations (1.09) (2.18) 1.09
Loss for the year from continuing operations (£1.56m) (£3.13m) £1.57m
Net increase/(decrease) in cash £0.03m (£1.94m) £1.97m
Net assets per share (pence) 23.22 22.87 0.35
Corporate highlights
· Acquisition of a former Sainsbury's Petrol Filling Station
("PFS") in Coventry for a total cash consideration of £1.25m.
o The PFS and convenience retail store is in the process of being
re-instated, adding EV charging and other ancillary, value-added services.
· The Meadow JV acquired £88.4m of assets during the year.
o At period end, the JV had acquired £97.7 million of Roadside assets and
has a prospective investment and development pipeline.
o Roadside retains a 3% interest in the Meadow JV.
· Disposal of Commercial Property ("CP") business for an agreed
price of approximately £12m, resulting in net consideration receivable of
£4.7m.
o The disposals of Roadside Real Estate (Maldon) Ltd and Roadside Real
Estate (Wellingborough) Ltd completed on 30 September 2025. The disposal of
Roadside Real Estate No. 1 Ltd (formally "REIT" Ltd - comprising of the
Swindon and Spalding sites) completed on 17 November 2025.
· Signed a £48m put option agreement with CGV Ventures 1 Ltd
("CGV"), granting the Company the right to sell its remaining 48.2% stake in
Cambridge Sleep Sciences Ltd ("CSS") (the "Put Option").
o The Put Option has been valued at £5.2m at the reporting date, resulting
in a gain of £5.2m recorded in the year.
o As announced on 9 February 2026, the agreement has been amended to
accelerate the timeline of the Put Option to three exercise periods in March
2026, June 2026 and September 2027 respectively.
Post Balance Sheet Date Developments
· On 10 November 2025, the Company appointed David Phillpot as
Chief Operating Officer.
· On 17 November 2025, the Group completed the disposal of its REIT
portfolio, comprising the Swindon and Spalding sites, for a total
consideration of £2.7 million. Of this amount, £2.4 million related to the
Swindon site and £0.3 million to the Spalding site.
· On 21 November 2025, the Company received £1.5 million of
contingent consideration from CGV Ventures 1 Ltd following the satisfaction of
performance criteria in relation to the Company's partial sale of its CSS
stake, as previously announced on 28 February 2025.
· Acquisition of the entire issued share capital of Gardner Retail
Ltd, together with its subsidiaries, ("Gardner Retail") for an estimated net
consideration of £17.8 million announced in December 2025 (the
"Acquisition").
o Following completion, anticipated on 25 February 2026, the Acquisition is
expected to be immediately accretive to the Company's underlying earnings in
the current financial year ending 30 September 2026, and supports the Group's
objective of building a resilient, income-generative portfolio of assets.
o The portfolio comprises six highly sought-after trading sites
in Southwest England, which based on FY25 figures amount to approximately 22
million litres of annual fuel sales.
o The Company announced its intention to fund the Acquisition through an
increase in the headroom of its existing debt facility with Tarncourt (the
"Tarncourt Facility") to £35.0 million. The acquisition is expected to
complete later this month, with the purchase now expected to be funded by an
equity fundraising if it is completed prior to the expected date of completion
of the Acquisition.
· As above, subsequent to the year end, the Group amended the
exercise date of the CSS put option. The option was originally exercisable in
two tranches on 30 September 2026 and 30 September 2027, with each tranche
representing 50% of the £48.0m exercise price. Following the amendment, the
option will now be exercisable in three separate tranches: £14.0m in March
2026, £14.0m in June 2026 and £20.0m in September 2027. This change
represents a non-adjusting event after the reporting period and, accordingly,
no adjustment has been made to the financial statements. The revised exercise
profile may, however, impact the future valuation of the Put Option.
Outlook
· With the restructuring of the Group now complete and the majority
of non-core assets now disposed of, the Company's key focus is on deploying
capital to build a scalable, next-generation energy forecourt and associated
retail platform.
· The Acquisition is the first of several near-term opportunities
the Company is currently evaluating aligned with its strategic and financial
objectives. The business is well positioned to capitalise on favourable
sector tailwinds and pursue further growth opportunities across the energy
forecourt and convenience retail sectors, creating long-term value for
shareholders.
Commenting today, Charles Dickson, Chief Executive Officer said:
"This year we made significant progress in executing our strategy to simplify
the Group and strengthen our balance sheet. We completed the acquisition of
the Coventry petrol filling station, redefined the Meadow joint venture,
secured a £48 million put option over our investment in Cambridge Sleep
Sciences and exited the CP business. These actions, particularly the disposal
of the CP business post year end, allow Roadside to focus squarely on building
and scaling a high-quality portfolio of modern roadside retail assets,
including PFS and next generation energy forecourts. At the close of 2025 we
announced the first step in that transformation by the acquisition of Gardner
Retail Ltd, that has given us a portfolio of six strategically located,
premium-quality petrol station forecourts. Furthermore, we have a strong
pipeline of acquisition opportunities in the UK PFS sector
Roadside now stands on a solid financial footing, with the team in place to
advance our acquisition pipeline and enhance our earnings profile. The
business has evolved rapidly in response to shifting consumer demands and
further opportunities in the energy forecourt and convenience retail sectors.
Looking ahead, we are well positioned to harness these trends, scale the
business further and deliver long-term value for our shareholders."
In accordance with AIM Rule 20, the annual report is available to view on the
Company's website: https://www.roadsideplc.com/investors
(https://www.roadsideplc.com/investors)
Enquiries:
Roadside Real Estate Plc (c/o Montfort)
Steve Carson, Non-Executive Chairman
Charles Dickson, Chief Executive Officer
Douglas Benzie, Chief Financial Officer
Montfort
Ann-marie Wilkinson Tel: +44 (0)77 3062 3815
Isabella Leathley Tel: +44 (0)74 7168 7266
Cavendish Capital Markets Limited (Nomad and Broker)
Matt Goode / Seamus Fricker / Elysia Bough (Corporate Finance) Tel: +44 (0)20 7220 0500
Matt Lewis / Harriet Ward (ECM)
Chairman's Statement
I am delighted to be presenting my first report as Chair of Roadside at an
exciting juncture in the future direction of the business.
During the year we continued to execute on our strategy to simplify the Group
and strengthen our balance sheet. We signed a put option to realise a
minimum of £48 million from our investment in CSS; acquired a petrol filling
station site in Coventry; redefined the Meadow JV and disposed of our CP
business.
These actions, in particular the disposal of the CP business that fully
completed post year end, allows Roadside to concentrate on its strategic focus
of building and scaling a high-quality portfolio of modern operational
roadside retail assets, including petrol filling stations, convenience retail
and modern EV charging infrastructure.
Roadside now stands on a solid financial foundation, with strong resources to
execute on our acquisition pipeline and grow our earnings profile.
Board and Senior Management Changes
In May 2025, I was appointed as Non-Executive Chairman and at the same time
Charles Dickson relinquished his role as Executive Chair and assumed the role
of Chief Executive Officer.
In September 2025, we announced the appointment of David Phillpot as Chief
Operating Officer, an important addition to our senior management team.
David joined the Group from BP where he was Vice President of Europe leading
the Convenience business across eight markets and responsible for over $4bn
of revenue across 3,500 stores.
Prior to BP, David had a long career with M&S in a number of senior roles
across franchise, trading and convenience.
David's extensive and relevant experience in the operational management of
petrol filing stations and convenience assets comes at an important time in
the development of the Group's strategic direction.
I would like to take this opportunity to recognise our most important
attribute, our people, who have demonstrated solidarity and commitment across
the Group. Despite substantial changes within the business over the period, I
have been hugely impressed and proud of the attitudes shown across all of our
teams.
Going Concern
Following a change of strategic focus, the Group's strategy is now centred on
growing its petrol forecourt business, which management believes will deliver
sustainable long-term returns. Roadside has completed cashflow forecasts to 28
February 2027. The forecast includes the cost of the acquisition of Gardner
Retail Limited, proceeds from the sale of CSS following the anticipated
exercise of the put option to sell part of the Group's interest in CSS and
also includes to the assumption of an equity fundraising of at least £20
million. The forecasts also include a downside scenario which assumes no
equity fundraising is achieved, and there is a delay in the receipt of the
proceeds from the sale of part of the Group's interest in CSS. In this
downside scenario, the forecasts indicate an additional funding requirement of
£19.1 million prior to the implementation of a number of mitigating actions
which could be taken including a reduction in central overheads. As noted
above, the Group anticipates closing an equity fundraising of at least £20
million in the coming days. However, if such an equity fundraising was not
able to be completed, or the quantum of the equity fundraising was less than
anticipated, in the downside scenario, Management consider that the Tarncourt
facilities available to it will be sufficient for this additional funding
requirement of £19.1 million and hence Management have assessed the business
can still operate as a going concern in the downside scenario.
Audit Opinion
The Group's financial statements have been audited and the Independent Auditor
has concluded that in their opinion:
· The financial statements give a true and fair view of the state
of the Group's and of the Parent Company's affairs as at 30 September 2025 and
of the Group's profit for the year then ended;
· The Group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
· The Parent Company financial statements have been properly
prepared in accordance with United Kingdom Generally Accepted Accounting
Practice; and
· The financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.
The audit opinion draws attention to note 2 in the financial statements, which
indicates that the group is reliant on cashflows from an equity fundraising
and/or utilising debt facilities that are of uncertain timing and quantum. As
stated in note 2, these events or conditions, along with the other matters as
set forth in note 2, indicate that a material uncertainty exists that may cast
significant doubt on the Group's and Parent Company's ability to continue as a
going concern. The Auditor's opinion is not modified in respect of this
matter.
In auditing the financial statements, the Auditor's have concluded that the
directors' use of the going concern basis of accounting in the preparation of
the financial statements is appropriate.
Please refer to the Independent Auditors Report in the financial statements
for further details.
Outlook
Roadside's business has evolved dramatically, driven by shifting consumer
demands and the current opportunities in the energy forecourt and convenience
retail sector. The acquisition of the Gardner Retail portfolio, which is
expected to complete on the 25 February 2026, exemplifies this approach,
adding six premium, strategically located petrol filling stations in Southwest
England, with an established trading performance.
Roadside will continue to explore ways to scale-up the business through
targeted acquisition by leveraging our experienced management team,
disciplined capital allocation and flexible funding arrangements. We are
well positioned to benefit from a multi-track roadside energy market and
create long-term value for our shareholders.
Chief Executive's Statement
Roadside has continued to focus on the advancement of its strategic plans to
concentrate on the acquisition, development and operation of roadside real
estate sites and associated retail assets and the disposal of legacy and
non-core investments and business operations.
Energy Forecourt Assets
Roadside's existing wholly-owned portfolio of roadside assets currently
comprises of the Petrol Filling Station ("PFS") on Austin Road, Coventry. This
former Sainsbury's site, acquired in July 2025 for a cash consideration of
£1.25m, is on a prominent location on the A444. The PFS and convenience
retail store is in the process of being re-instated with the addition of EV
charging and other ancillary, value-added services to the location, with
completion expected in summer 2026.
Commercial Property Disposal
The CP business contained the Group's wholly-owned investment property
business comprising two completed developments in Wellingborough and Maldon,
undeveloped land in Swindon and an option to acquire land for development in
Spalding (together, the "CP Subsidiaries").
In September 2025, the Company announced the proposed disposal of 100% of the
Commercial Property business to Tarncourt Properties Limited for an agreed
price of approximately £12m, resulting in net consideration receivable of
£4.7m, after taking into account certain third-party borrowings and net
working capital adjustments relating to the business.
Following the shareholder vote, Maldon and Wellingborough were disposed of on
30 September 2025.
The disposal of Roadside Real Estate No.1 (Swindon and Spalding) completed
post year end on 17 November 2025.
Meadow JV
Roadside's joint venture real estate investment with Meadow Partners LLP (the
"JV") acquired and developed a number of high-potential UK roadside assets
initially valued at £88.4m, with Roadside funding and owning 3% of the JV.
These include:
· The acquisition of 12 Lidl stores under a sale and leaseback
agreement with Lidl,
· Brampton Hut Services, and
· A Roadside scheme in Canterbury anchored by Aldi.
In July 2025, it was agreed that the business of the Meadow JV will exclude
the owning and operating of PFS businesses and related convenience retail
services and that the Meadow JV will no longer have a right of first refusal
over such assets. This affords the Company more freedom to pursue and realise
increased value from opportunities in the roadside space, particularly around
energy transition, convenience retail and evolving consumer demands.
Roadside Asset Management Ltd ("RAML") previously provided asset management
and development services to the Meadow JV. On 3 July 2025, Roadside acquired
Meadow Partners LLP 49% stake in RAML for £1. Following this acquisition,
RAML terminated its asset management agreement with the Meadow JV. A new asset
management agreement was entered into between Meadow Partners LLP (acting as
asset manager) and the Meadow JV (the investment entity) on the same
commercial terms as the previous agreement. Roadside will continue to identify
and evaluate assets within the revised scope of the Meadow JV and offer these
exclusively to the Meadow JV until 30 April 2026.
At 30 September 2025, the Meadow JV portfolio is fair valued at £97.7 million
of Roadside assets and has a prospective investment and development pipeline,
which we are confident will attract high-quality nationwide tenants,
underpinning reliable, long-term income streams.
Cambridge Sleep Sciences (CSS)
During the prior year Roadside disposed of a portion of its investment in CSS,
selling a holding equivalent to 10% of CSS's total share capital in May 2024
and a further 10% in September 2024. As a result, Roadside maintained an
investment in CSS but relinquished control and hence CSS was treated as an
associate investment held for sale for accounting purposes.
During the year ended 30 September 2025, the Group entered into a Put Option
over its remaining 48.2% interest in CSS, giving the Group the right to sell
its investment for a minimum of £48 million. This option provides a clear and
committed disposal route, and the Group is actively pursuing completion of the
sale. Accordingly, CSS continued to be held for sale at the year end.
Board Changes
In May 2025, we were delighted to welcome Stephen ("Steve") Carson to the
Board as Non-Executive Chairman.
Steve brings a wealth of relevant experience and knowledge to the Company,
with over 30 years of experience in the consumer and retail industries. Until
July 2024, Steve was group CEO of ScS plc, the second largest furniture
retailer in the UK, where he led the sale of the business to Cerezzola
Limited, a subsidiary of Poltronesofà SpA. Prior to ScS plc, Steve was the
Group Managing Director of Holland and Barrett and he has also held senior
leadership positions in other well-known brands such as Sainsburys, Argos and
Homebase.
Outlook
Following a busy year where we have focused on restructuring the business and
disposing of non-core and legacy assets, we have continued to build out a
best-in-class management team with deep sector experience who will drive
operational excellence and deliver shareholder value.
In December 2025, we announced the acquisition of Gardner Retail Ltd which is
expected to complete on 25 February 2026, and is a business comprising a
portfolio of six strategically located, premium-quality petrol station
forecourts in Southwest England. This transaction lays the foundation to
grow the Group's market position in the energy forecourt sector and will
provide a scalable platform from which to pursue further consolidation
opportunities.
Financial Review
The 2025 results included the trading results of Roadside only as continuing
operations. The other businesses are accounted for as discontinued operations
in accordance with the strategic decision to exit these business activities.
During the year ended 30 September 2025, Roadside focused on developing growth
opportunities in its core Real Estate business.
As we complete the restructuring of Roadside's businesses, we have reviewed
our central functions to ensure they are appropriate going forward.
Revenue by entity 2025 2024
(restated(1))
Wellingborough (discontinued) £0.2m £0.2m
Maldon(discontinued) £0.3m £0.2m
Barkby Pubs (discontinued) - £3.0m
Centurian Automotive (discontinued) - £0.2m
Cambridge Sleep Sciences (discontinued) - £0.02m
Total £0.5m £3.62m
( )
(1) The prior year income statement has been restated to reflect the impact of
treating Roadside (Maldon) Limited, Roadside (Wellingborough) Limited and
Roadside Real Estate (No1) Limited (REIT) as a discontinued operation.
Administrative expenses included professional fees associated with exploring
M&A opportunities and the acquisition of Gardner Retail Ltd which is
expected to complete in early 2026 as well as costs associated with the
disposal of non-core businesses and reorganisation of the Group. The Group's
cost base has now been adjusted to ensure it is appropriate for the ongoing
operations of the Group.
Discontinued Operations
Roadside Infrastructure Limited ("Infrastructure") (previously Centurian
Automotive).
This company was previously Centurian Automotive, an automotive dealership.
The company wound down its trading from the start of 2023, with the final
stock vehicles disposed of in 2024.
Infrastructure generated no revenue during the year (2024: £0.2m) and a net
loss of £0.01m (2024: £0.2m). Further details of financial performance can
be found in the discontinued operations note 26. Following the cessation of
the automotive trade, Roadside Infrastructure has now purchased a petrol
forecourt site in Coventry, which is currently undergoing development and is
expected to become operational in Summer 2026.
Roadside Real Estate No. 1 ("REIT") (previously Roadside REIT Limited)
Roadside made the decision to dispose of REIT as part of the disposal of the
commercial property business. The disposal of REIT completed on 17 November
2025.
Maldon
Roadside sold Maldon on the 30 September 2025. During the year Maldon
generated revenue of £0.3m (2024: £0.2m) and a net loss of £0.8m (2024:
£2.3m).
Wellingborough
Roadside sold Wellingborough on the 30 September 2025. During the year
Wellingborough generated revenue of £0.2m (2024: £0.2m) and a net loss of
£0.2m (2024: £0.7m).
Investments
Cambridge Sleep Sciences
During the prior year, Roadside completed two partial disposals of its
investment in CSS: a 10% sale for £7.5 million in May 2024 and a further 10%
sale for £8.5 million in September 2024, in both cases to CGV Ventures 1 Ltd.
In addition, 320 CSS shares were transferred to Roadside's loan note holders
in lieu of a previously agreed loan note holder incentive. Following these
transactions, Roadside retained a 48.2% shareholding and continued to evaluate
options for the sale of its remaining interest to maximise shareholder value.
CSS incurred development, marketing and administrative costs of £1.1 million
during the year (2024: £0.7m).
During the year ended 30 September 2025, the Group entered into a Put Option
over its 48.2% interest in CSS, giving the Group the right to sell its
investment for a minimum of £48million over two tranches. In February 2026
Roadside and CGV entered into a deed of variation to the Put Option whereby
the £48million will be paid in three tranches between March 2026 and
September 2027. The option is classified as a derivative financial asset at
fair value through profit or loss. At the reporting date, the fair value of
the Put Option was £5.2m.
Funding & Liquidity
Loan Note
On 8 July 2025, the April 2024 loan note was amended whereby the maturity date
was extended to 19 April 2028 and the interest rate revised down to 7% per
annum, backdated since inception. Roadside has the right to roll-up the
interest due under the loan note without paying it. The balance of the loan
note at 30 September 2025 is £9.9m.
Tarncourt Facility
The Tarncourt Facility is a related party facility owed to a vehicle
controlled by the Dickson Family. The available facility as at the date of
signing the accounts will be c.£26.4m.
During the financial year, the maximum facility available from Tarncourt
increased from £7.5m to £12m and the repayment date was extended to 1 April
2028. Subsequent to year-end, in December 2025, the facility was extended from
£12m to £35m to provide the Group with greater headroom to fund the
acquisition of Gardner Retail.
During the 2026 financial year, the exercise of the Put Option is expected to
generate an additional £28m if exercised in both March and June 2026, which
could be used to repay debt.
Cash & Available Funding
Overall, the Group had £0.13m of cash as at the year end, with an additional
£26.4m available across its financing facilities as at 17 February 2026.
Consolidated statement of comprehensive income
For the year ended 30 September 2025
Year ended Year ended
30 September 2025 30 September 2024
(restated(1))
Note £'000 £'000
Continuing operations
Revenue 5 - -
Gross profit - -
Other operating income 6 172 21
Fair value gains through profit or loss 9 5,353 -
Administrative expenses 7 (5,489) (1,790)
Profit/(loss) from continuing operations 36 (1,769)
Finance income 7 362 -
Finance expense 7 (1,958) (1,361)
Loss from continuing operations before tax (1,560) (3,130)
Income tax 10 - -
Loss from continuing operations after tax (1,560) (3,130)
Discontinued operations
Profit for the year from discontinued operations 26 2,067 46,303
Profit and total comprehensive income for the year 507 43,173
Profit for the year is attributable to:
Owners of Roadside Real Estate Plc 507 43,389
Non-controlling interest - (216)
507 43,173
Earnings per share for profit attributable to the owners of Roadside Real
Estate Plc
Basic and diluted loss per share from continuing operations (pence) 27 (1.09) (2.18)
Basic and diluted profit per share from discontinued operations (pence) 27 1.44 32.38
0.35 30.20
(1) The prior year income statement has been restated to reflect the impact of
treating Roadside (Maldon) Limited, Roadside (Wellingborough) Limited and
Roadside Real Estate (No1) Limited (REIT) as a discontinued operation (see
Note 26).
The above statement of profit or loss and other comprehensive income should be
read in conjunction with the accompanying notes.
Consolidated statement of financial position
As at 30 September 2025
As at 30 As at 30
September 2025 September 2024
Note £'000 £'000
Assets
Non-current assets
Property, plant and equipment 11 1,402 25
Right of use asset 30 - 100
Financial assets at fair value through profit and loss 15 3,003 -
Investment property 12 - 8,827
Total non-current assets 4,405 8,952
Current assets
Inventories 13 - 181
Trade and other receivables 14 1,770 913
Financial assets at fair value through profit or loss 15 3,319 8,919
Cash and cash equivalents 16 128 103
Assets of disposal groups held for sale 26 43,227 40,970
Total current assets 48,444 51,086
Total assets 52,849 60,038
Liabilities
Current liabilities
Trade and other payables 18 (679) (596)
Borrowings 17 - (8,395)
Other current liabilities 19 (898) (1,599)
Lease liabilities 30 - (13)
Liabilities of disposal groups held for sale 26 (5) -
Total current liabilities (1,582) (10,603)
Non-current liabilities
Borrowings 17 (17,908) (16,495)
Lease liabilities 30 - (88)
Total non-current liabilities (17,908) (16,583)
Total liabilities (19,490) (27,186)
Net assets 33,359 32,852
Equity
Share capital 20 1,237 1,237
Share premium 21 5,443 5,443
Merger reserve 21 (422) (422)
Retained earnings 21 27,101 26,594
Total equity 33,359 32,852
Consolidated statement of changes in equity
For the year ended 30 September 2025
Share capital Share premium Merger relief Retained earnings/ Non-controlling interest Total
reserve (losses) equity
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 30 September 2023 1,237 5,443 (422) (23,446) (678) (17,866)
Profit/(loss) for the year and total comprehensive income - - - 43,389 (216) 43,173
Transactions with owners
Disposal of subsidiary without loss of control - - - 7,500 45 7,545
Non-controlling interest adjustment on disposal of subsidiaries - - - (849) 849 -
Balance at 30 September 2024 1,237 5,443 (422) 26,594 - 32,852
Profit for the year and total comprehensive income - - - 507 - 571
Transactions with owners
Balance at 30 September 2025 1,237 5,443 (422) 27,101 - 33,359
The above statement of changes in equity should be read in conjunction with
the accompanying notes.
Consolidated statement of cash flows
For the year ended 30 September 2025
Year ended Year ended
30 September 2025 30 September 2024
(restated)
Note £'000 £'000
Cash flows from operating activities
Loss before taxation from continuing operations (1,560) (3,130)
Profit before taxation from discontinued operations 2,067 46,303
Profit before tax 507 43,173
Adjustments to reconcile loss before tax to net cash flows
Depreciation of property, plant and equipment and right-of-use assets 7/11 1 18
Loss on disposal of property, plant and equipment 7 8 -
Gain on disposal of subsidiary 26 (3,110) (52,102)
Fair value gains on financial assets 9 (5,353) -
Fair value movement in investment property 12 (207) 355
Interest income (362) -
Finance expense 7/26 3,099 4,333
Movements in working capital:
Increase/(Decrease) in trade and other receivables 15 (1,092)
Decrease in inventories (122) (45)
Increase in trade and other payables 799 1,021
(4,725) (4,339)
Interest paid 23 (137) (256)
Net cash used in operating activities (4,862) (4,595)
Cash flows from investing activities
Investment in financial assets 15 (550) (419)
Purchase of property, plant and equipment 11 (1,402) -
Disposal of shares in subsidiary 15/26 8,405 7,494
Purchase of investment property 12 (1,959) (482)
Disposal of property, plant and equipment 15 360
Net cash generated in investing activities 4,509 6,953
Cash flows from financing activities
Proceeds from borrowings 23 13,551 15,052
Repayment of borrowings 23 (13,105) -
Repayment of lease liabilities 23 (13) (179)
Net cash generated/(used) from financing activities 433 (1,632)
Net increase in cash and cash equivalents 80 726
Net increase in cash classified within assets held for sale (55) -
Net increase in cash and cash equivalents 25 726
Cash and cash equivalents at beginning of year 103 (623)
Cash and cash equivalents at end of year 16 128 103
Cash and cash equivalents of continuing operations at the end of the financial 128 33
year
Cash and cash equivalents of discontinued operations at the end of the - 71
financial year
The Company has not included a cash flow statement. The above statement of
cash flows should be read in conjunction with the accompanying notes.
Independent Auditor's Report to the members of Roadside Real Estate Plc
Opinion
We have audited the financial statements of Roadside Real Estate Plc (the
"Parent Company") and its subsidiaries (the "Group") for the year ended 30
September 2025, which comprise:
· the Consolidated statement of comprehensive income for the year
ended 30 September 2025;
· the Consolidated and Company statement of financial position as
at 30 September 2025;
· the Consolidated and Company statement of changes in equity for
the year then ended;
· the Consolidated statement of cash flows for the year then ended;
and
· the notes to the Consolidated financial statements, including
material accounting policies.
The financial reporting framework that has been applied in the preparation of
the Group financial statements is applicable law and UK-adopted international
accounting standards. The financial reporting framework that has been applied
in the preparation of the Parent Company financial statements is applicable
law and United Kingdom Accounting Standards, including Financial Reporting
Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted
Accounting Practice).
In our opinion:
· the financial statements give a true and fair view of the state
of the Group's and of the Parent Company's affairs as at 30 September 2025 and
of the Group's profit for the year then ended;
· the Group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
· the Parent Company financial statements have been properly
prepared in accordance with United Kingdom Generally Accepted Accounting
Practice; and
· the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the Group and the Parent Company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard as applied to listed entities, and we
have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which indicates that
the group is reliant on cashflows from an equity fundraising and/or utilising
debt facilities that are of uncertain timing and quantum. As stated in note 2,
these events or conditions, along with the other matters as set forth in note
2, indicate that a material uncertainty exists that may cast significant doubt
on the Group's and Parent Company's ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the Group's and Parent Company's ability to continue to adopt
the going concern basis of accounting included:
· Obtaining management's assessment of going concern and the
underlying financial projections which support that assessment;
· Confirming that the going concern assessment is for a period of
at least one year from the date of approval of financial statement;
· Performing a retrospective review of the current year actuals
against the budget to understand whether an indication of management bias
exists;
· Testing to ensure the mathematical accuracy of the model
presented;
· Assessing the cash flow forecast and challenging management's key
assumptions in the going concern model, including margins and other costs
assumptions over the going concern period;
· Challenging the basis of management's estimates and assumptions
in relation to profitability, cash flow and its timing and available cost
mitigations;
· Confirming the existence and availability of facilities which
will be relied upon;
· We have obtained management's sensitivity analysis and performed
additional sensitivity analysis to include severe changes to key inputs and
assessed cashflows;
· Consideration of change in the business operations and cash
requirements in order to facilitate the change. This included consideration
over reliance on non-recurring cash inflows in the absence of a consistent
revenue stream, and whether certain cash outflows are committed or whether
they could be delayed or deferred;
· Assessing the terms of the Loan note and Tarncourt Facility, and
Tarncourt Properties Limited's ability to provide the cashflows if required
under the facilities and the intention of Tarncourt to extend the terms when
at the end of the term;
· Assessing and challenging the existence and completeness of the
uncertainties identified by management;
· Assessing the appropriateness of including uncertain cash inflows
in the base going concern assessment; and
· Reviewing the appropriateness of the disclosures in the financial
statements.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Overview of our audit approach
We audit the parent company and its subsidiary companies. Our audit approach
was developed by obtaining an understanding of the group's activities, the key
functions undertaken on behalf of the Board by management and the overall
control environment. Based on this understanding we assessed those aspects of
the group and subsidiary companies transactions and balances which were most
likely to give rise to a material misstatement and were most susceptible to
irregularities including fraud or error. Specifically, we identified what we
considered to be key audit matters and planned our audit approach accordingly.
Materiality
In planning and performing our audit we applied the concept of materiality. An
item is considered material if it could reasonably be expected to change the
economic decisions of a user of the financial statements. We used the concept
of materiality to both focus our testing and to evaluate the impact of
misstatements identified.
Based on our professional judgement, we determined overall materiality for the
Group financial statements as a whole to be £1,000,000 (2024: £1,200,000),
based on approximately 2% of total assets. Total assets is deemed appropriate
benchmark for the Group with its continued focus on real estate and an asset
intensive business. Materiality for the Parent Company financial statements as
a whole was set at £170,000 (2024: £130,000) based on 5% of operating
profits (2024: approximately 5% of normalised profit before tax). Operating
profit is deemed appropriate benchmark for parent company as it is a relevant
measure of underlying performance for users and is less impacted by one‑off
transactions that distort other profit-based metrics.
We use a different level of materiality ('performance materiality') to
determine the extent of our testing for the audit of the financial
statements. Performance materiality is set based on the audit materiality as
adjusted for the judgements made as to the entity risk and our evaluation of
the specific risk of each audit area having regard to the internal control
environment. This is set at £700,000 (2024: £900,000) for the group and
£119,000 (2024: £90,000) for the parent.
Where considered appropriate performance materiality may be reduced to a lower
level, such as, for related party transactions and directors' remuneration.
We agreed with the Audit Committee to report to it all identified errors in
excess of £30,000 (2024: £19,000) for Group financial statements and £5,100
(2024: £6,500) for Parent Company financial statements. Errors below that
threshold would also be reported to it if, in our opinion as auditor,
disclosure was required on qualitative grounds.
Overview of the scope of our audit
We performed a risk assessment of the group on an overall basis to identify
areas of potential risks of material misstatement and identification of
significant classes of transactions, account balances and disclosures of the
group financial statements and its components. All the components operate in
the UK including discontinued operations. We also evaluated the consolidation
process, including related journals, and assessed whether management applied
appropriate consolidation procedures.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters
included those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit. Together
with the matter included under the heading Material uncertainty related to
Going concern, we identified the below key audit matters. Forecasts for such
period involve a certain level of estimation and as such we consider it to be
a key audit matter.
Key audit matter How the scope of our audit addressed the key audit matter
Disposal accounting and/or discontinued operations disclosure For entities disposed during the year, our procedures included:
Primary statements, Note 26 · Reviewing sale agreements and completion documents to confirm
disposal dates and terms.
During the year, the Group completed the disposal of Roadside Real Estate
(Maldon) Ltd and Roadside Real Estate (Wellingborough) Ltd on 30 September · Assessing the accounting treatment applied and recalculating the
2025. This required disposal accounting and presentation of the results as profit or loss on disposal.
discontinued operations in accordance with IFRS 5.
· Performing analytical procedures on the disposal date balance
Additionally, during the year, the Group entered into an agreement to dispose sheet and examining a sample of transactions within the disposal group to
of Roadside REIT Ltd, subject to certain conditions being met. The sale has confirm correct classification as discontinued operations.
been completed post year end and management has classified this entity as held
for sale at year-end and presented its results as discontinued operations. · Performing cut off testing on the disposal balance sheet to
These transactions are significant and involve judgment in determining the ensure completeness.
appropriate classification, measurement, and disclosure under IFRS 5.
· Ensuring the entities sold were appropriately deconsolidated.
· Reviewing associated disclosures for compliance with IFRS 5.
Where the disposal was not completed and the balances are carried as held for
sale, our procedures included:
· Assessing whether IFRS 5 criteria for classification as held for
sale and discontinued operations were met.
· Ensuring assets and liabilities of the disposal group were
measured at the lower of carrying amount or fair value less costs to sell,
including verifying investment property valuations.
· Considering transactions have been classified correctly as
discontinued operations.
· Confirming intention to sell the entity as at year-end and
thereafter agreeing to post year end disposal evidence.
· Reviewing associated disclosures for compliance with IFRS 5.
Accounting treatment of option Key elements of our work included:
Note 9 and 15 · Obtaining and reviewing the option agreement to assess terms and
conditions, including whether the option is freely exercisable or conditional.
During the year, the Group entered into an option agreement with CGV Ventures
1 Ltd, granting the Group the right to sell its remaining shareholding in · Evaluating whether the option meets the definition of a
Cambridge Sleep Sciences (CSS) in two tranches by 30 September 2027. This derivative under IFRS 9.
arrangement is significant due to the judgment involved in determining whether
the option meets the definition of a derivative under IFRS 9, assessing its · Reviewing management's accounting treatment for compliance with
impact on the investment in associate, and ensuring appropriate measurement IFRS requirements and assessing the reasonableness of judgments and
and disclosure. assumptions applied.
· Engaging our internal valuation specialists to perform an
independent review of the valuation calculation provided by management,
challenging its inputs and ensuring it is in accordance with IFRS 13.
· Reviewing related disclosures in the financial statements for
adequacy and compliance with IFRS.
Investment in associate accounting or Held for sale (HFS) In addition to the procedures performed on the option agreement, our work
included:
Note 26 and 29
· Evaluating whether the existence of the option affects the
During the year, the Group entered into an option agreement with CGV Ventures classification under IFRS 5 or IAS 28.
1 Ltd, granting the Group the right to sell its remaining shareholding in
Cambridge Sleep Sciences (CSS) in two tranches by 30 September 2027. This · Per IFRS 5, an asset is classified as held for sale if its
arrangement introduces significant judgment in determining whether the carrying amount will be recovered principally through a sale transaction
investment should be classified as: rather than through continuing use. The option agreement provides the group
and the company with the ability to recover its investment through a sale,
· Held for sale under IFRS 5, or which supports this criterion. However, for classification as a disposal
asset, the asset must be available for immediate sale in its present
· Investment in associate under IAS 28. condition, and the sale must be highly probable. Reviewing the terms of the
option agreement to assess whether the sale is highly probable and whether the
Under IFRS 5, an asset is classified as held for sale if its carrying amount asset is available for immediate sale in its present condition.
will be recovered principally through a sale transaction rather than
continuing use, and if the sale is highly probable and the asset is available · Considering management's intent and ability to hold the
for immediate sale in its present condition. Assessing whether these criteria investment for potential future gains versus disposal.
are met requires careful evaluation of the option agreement terms and
management's intentions. · Ensuring that the accounting is in accordance with standards and
assessing the reasonableness of management's judgements and assumptions.
Reviewing disclosures in the financial statements for completeness, accuracy
and compliance with IFRS.
Other information
The directors are responsible for the other information contained within the
annual report. The other information comprises the information included in the
annual report, other than the financial statements and our auditor's report
thereon. Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves. If, based
on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion based on the work undertaken in the course of our audit
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and directors' report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and the Parent
company and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the Parent
company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the Parent company financial statements are not in agreement with
the accounting records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of the directors for the financial statements
As explained more fully in the directors' responsibilities statement set out
on page 28, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the group's and parent company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks within
which the company operates, focusing on those laws and regulations that have a
direct effect on the determination of material amounts and disclosures in the
financial statements. The laws and regulations we considered in this context
were the Companies Act 2006 and taxation legislation.
We identified the greatest risk of material impact on the financial statements
from irregularities, including fraud, to be the override of controls by
management, accounting treatment of option, judgement surrounding the held for
sale accounting and disposal accounting or discontinued operations accounting.
In addition to the audit procedures elaborated above our procedures included
enquiries of management about their own identification and assessment of the
risks of irregularities, sample testing on the posting of journals, reviewing
accounting estimates for biases corroborating balances recognised to
supporting documentation on a sample basis, ensuring discontinued operations
and disposal groups have been appropriately identified and disclosed and
ensuring accounting policies are appropriate under the relevant accounting
standards and applicable law.
Owing to the inherent limitations of an audit, there is an unavoidable risk
that we may not have detected some material misstatements in the financial
statements, even though we have properly planned and performed our audit in
accordance with auditing standards. We are not responsible for preventing
non-compliance and cannot be expected to detect non-compliance with all laws
and regulations.
These inherent limitations are particularly significant in the case of
misstatement resulting from fraud as this may involve sophisticated schemes
designed to avoid detection, including deliberate failure to record
transactions, collusion or the provision of intentional misrepresentations.
A further description of our responsibilities is available on the Financial
Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
John Charlton (Senior Statutory Auditor)
for and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
17 February 2026
Notes to the consolidated financial statements
1. Company information
The consolidated financial statements of Roadside Real Estate Plc ("Roadside")
for the year 30 September 2025 were authorised for issue in accordance with a
resolution of the Directors on 17 February 2026. Roadside (the "Company" or
"parent entity") is a public limited Company incorporated and domiciled in the
UK. The Company's number is 07139678 and the registered office is located at
115b Innovation Drive, Milton, Abingdon, Oxfordshire OX14 4RZ.
The Group's principal continuing activities consist of roadside real estate
asset management and development. During the year ended 30 September 2025, the
Group disposed of its CP Subsidiaries Roadside (Maldon) Limited and Roadside
(Wellingborough) Limited and recognised Roadside REIT Limited ("REIT") as held
for sale at the reporting date. In addition, the Group acquired a further 49%
shareholding in Roadside Asset Management Limited ("RAML"). The Group's
remaining interest in Cambridge Sleep Sciences Limited ("CSS") of 48.22%
continues to be classified as held for sale.
2. Going concern
Following a change of strategic focus, the Group's strategy is now centred on
growing its petrol forecourt business, which management believes will deliver
sustainable long-term returns. Roadside has completed cashflow forecasts to 28
February 2027. The forecast includes the cost of the acquisition of Gardner
Retail Limited, proceeds from the sale of CSS following the anticipated
exercise of the put option to sell part of the Group's interest in CSS and
also includes to the assumption of an equity fundraising of at least £20
million. The forecasts also include a downside scenario which assumes no
equity fundraising is achieved, and there is a delay in the receipt of the
proceeds from the sale of part of the Group's interest in CSS. In this
downside scenario, the forecasts indicate an additional funding requirement of
£19.1 million prior to the implementation of a number of mitigating actions
which could be taken including a reduction in central overheads. As noted
above, the Group anticipates closing an equity fundraising of at least £20
million in the coming days. However, if such an equity fundraising was not
able to be completed, or the quantum of the equity fundraising was less than
anticipated, in the downside scenario, Management consider that the Tarncourt
facilities available to it will be sufficient for this additional funding
requirement of £19.1 million and hence Management have assessed the business
can still operate as a going concern in the downside scenario.
Continuing operations
On 31 October 2023, the Group formed a commercial co‑investment arrangement
with Meadow Partners LLP to acquire and develop a portfolio of UK-based real
estate assets. Meadow, a New York and London-based private equity real estate
manager with US$6.2 billion of assets under management, holds and funds 97% of
the JV, with Roadside holding and funding 3% at 30 September 2025. Roadside
identifies all potential acquisitions, subject to both Roadside board and
Meadow investment committee approval.
In June 2025, Roadside Infrastructure Limited acquired the former Sainsbury's
Petrol Filling Station at the Coventry site from the Meadow JV for £1.25
million. Redevelopment works to reinstate the petrol forecourt and convenience
retail store, with the addition of EV charging facilities, are underway and
the site is expected to be operational in summer 2026.
Post year-end, on 23 December 2025, Roadside exchanged a Share Purchase
Agreement to acquire the entire issued share capital of Gardner Retail
Limited. The purchase is expected to complete on 25 February 2026. The
Tarncourt facility was increased to £35 million to fund this acquisition,
although it is intended that the purchase will instead be funded by an equity
fundraising of at least £20 million.
Roadside continues to evaluate strategic M&A opportunities aligned with
its growth objectives. Any future acquisitions will only proceed with
confirmed external funding and are expected to be cash-generative from
completion.
Discontinued Operations
On 12 September 2025, the Group entered into conditional share purchase
agreements with Tarncourt Properties Limited for the disposal of its
commercial property subsidiaries-Roadside Real Estate (Maldon) Ltd, Roadside
Real Estate (Wellingborough) Ltd, and Roadside REIT Ltd. The disposals of
Maldon and Wellingborough completed on 30 September 2025, with REIT completing
on 17 November 2025. Proceeds from these disposals have increased available
headroom under the Tarncourt facility, improving liquidity.
In relation to CSS, Roadside completed staged disposals to CGV Ventures 1 Ltd
(CGV), reducing its shareholding to 48% by September 2024. In 2025, Roadside
entered into a put-option agreement with CGV giving the Group the right to
sell its remaining interest for a minimum of £48 million, exercisable in
three tranches during March 2026, June 2026 and September 2027. This provides
additional flexibility and potential future liquidity to the Group.
Borrowings and Access to Finance
The Group's main borrowing facility is a related party loan with Tarncourt, a
Dickson family-controlled entity. The facility limit has been increased to
£35 million and the maturity date extended to 1 April 2028. In addition,
proceeds from the sale of the Group's interest in CSS following exercise of
the put-option are expected to generate £14 million in March 2026, a further
£14 million in June 2026, and a further £20 million to be received in
September 2027, providing further headroom for debt repayment and investment.
The Group also maintains a £15 million loan note facility authorised in April
2024, of which £9 million has been issued. On 8 July 2025, the loan note
maturity was extended to 19 April 2028 and the interest rate reduced to 7% per
annum. Interest can be rolled up at the Group's discretion. All of the £9
million loan notes in issue as at 30 September 2025 were held by Tarncourt.
Summary
Roadside is in the final stages of its strategic restructuring, which will
result in its focus being solely on Real Estate and petrol forecourts. The
business has an active pipeline of acquisitions that will provide a reliable
source of recurring income and cash flow, as well as high quality property
assets with equity value that can be unlocked via sale if needed.
Based on its profitability and cash flow forecasts that incorporate
assumptions that reflect a severe but plausible downside scenario the
directors consider going concern basis of preparation to be an appropriate
basis for the preparation of these financial statements.
However, the Directors have identified uncertainties in the assessment that
principally relate to:
· The timing and funding requirements of future forecourt
acquisitions
· The timing and quantum of the cash flows relating to the sale of
the Group's interest in CSS
· The availability of funding from equity fundraisings and debt
facilities
If the cash flow receipts above are below expectations or are delayed there
exists a material uncertainty which may cast significant doubt on the Group
and Company's ability to continue as a going concern, and therefore that it
may be unable to realise its assets and discharge its liabilities in the
normal course of business.
Management have identified activities that mitigate the risk being a reduction
in planned acquisitions and reduction in central overheads.
Notwithstanding the material uncertainty identified the Directors have a
reasonable expectation that based on the Group's current cashflow forecasts,
available facilities and expected future funding sources, it has adequate
resources to continue in operational existence for at least 12 months from the
date of approval of these financial statements. Accordingly, the financial
statements have been prepared on a going concern basis. The financial
statements do not include any adjustments which could arise in the event the
group was not a going concern.
3. Accounting policies
The accounting policies adopted in the preparation of the financial statements
are set out below. These policies have been consistently applied to all the
years presented, unless otherwise stated.
a) Basis of preparation
The consolidated financial statements have been prepared in accordance with
UK-adopted international accounting standards ("IFRS") and IFRS as issued by
the IASB.
The Company financial statements have been prepared in accordance with
Financial Reporting Standard 101, "Reduced Disclosure Framework" ("FRS 101").
The following exemptions from the requirements of IFRS have been applied in
the preparation of these Company financial statements, in accordance with FRS
101:
• Paragraphs 91 to 99 of IFRS 13, "Fair value measurement" (disclosure of
valuation techniques and inputs used for the fair value measurement of assets
and liabilities).
• The following paragraphs of IAS 1, "Presentation of financial
statements":
• 10(d) (statement of cash flows);
• 16 (statement of compliance with all IFRS);
• 38A (requirement for a minimum of two primary statements, including cash
flow statements);
• Cash flow statement information; and
• 134-136 (capital management disclosures).
• IAS 7, "Statement of cash flows".
• Paragraphs 30 and 31 of IAS 8, "Accounting policies, changes in
accounting estimates and errors".
• The requirements in IAS 24, "Related party disclosures" to disclose
related party transactions entered into between two or more members of the
Group.
Historical cost convention
The financial statements have been prepared under the historical cost
convention, except for certain assets and liabilities that are held at fair
value and are detailed in the Group 's accounting policies. The consolidated
financial statements are presented in Pounds Sterling, which is the Group's
and Company's functional and presentation currency and all values are rounded
to the nearest thousand (£'000s) unless otherwise stated.
Critical accounting estimates
The preparation of financial statements in conformity with IAS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the financial
statements are disclosed in Note
b) New and amended standards, and interpretations
The Group has adopted the new or amended UK adopted Accounting Standards and
Interpretations issued by the International Accounting Standards Board
('IASB') that are mandatory for the current reporting year.
New standards, amendments and interpretations in issue but not yet effective
Any new or amended Accounting Standards or Interpretations that are not yet
mandatory have not been early adopted. At present, no new or amended
Accounting Standards or Interpretations are expected to have an impact on the
reported results in the future. The Group has assessed the impact of these new
or amended Accounting Standards and Interpretations and do not expect that the
adoption of these standards will have a material impact on the financial
information of the Group or Company in future years.
c) Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company as at 30 September 2025.
The Company and its subsidiaries together are referred to in these financial
statements as the 'Group'.
Subsidiaries are all those entities over which the Group has control. The
Group controls an entity when the Group is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to
affect those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are de-consolidated from the date that control
ceases. When control ceases over a subsidiary, but the Group retains a
significant influence over the investment, the Group recognised the retained
investment as an associate. Any gain or loss on disposal is recognised though
the profit or loss.
Intercompany transactions, balances and recognised gains on transactions
between entities in the Group are eliminated. Unrealised losses are also
eliminated unless the transaction provides evidence of the impairment of the
asset transferred. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group.
Where the Group obtains control of another entity, the transaction is assessed
to determine whether the acquired set of activities and assets meets the
definition of a business under IFRS 3 Business Combinations. A business is
defined as an integrated set of activities and assets that is capable of being
conducted and managed for the purpose of providing goods or services to
customers, generating investment income, or generating other income from
ordinary activities. Where the acquired subsidiary does not meet the
definition of a business, the transaction is accounted for as an asset
acquisition.
d) Discontinued operations
The Group classifies discontinued operations within a disposal group held for
sale if their carrying values will be recovered principally through a sale
transaction rather than through continuing use. Disposal groups classified as
held for sale are measured at the lower of their carrying amount and fair
value less costs to sell. Costs to sell are the incremental costs directly
attributable to the disposal of a disposal group, excluding finance costs and
income tax expense.
The criteria for classifying a disposal group as held for sale are regarded as
having been met only when a sale is highly probable, and the disposal group is
available for immediate sale in its present condition. Actions required to
complete the sale should indicate that it is unlikely that significant changes
to the sale will be made or that the decision to sell will be reversed.
Management must be committed to the plan to sell the asset, and the sale is
expected to be completed within one year from the date of classification.
In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations, the net results of Wellingborough, Maldon, REIT and Roadside
Infrastructure Limited ("Infrastructure") (previously Centurian Automotive
Limited) are presented within discontinued operations in the Group Income
Statement (for which the comparatives and related notes have been restated).
The disposal of Wellingborough and Maldon completed on 30 September 2025,
whilst REIT completed on the 17 November 2025 and the historic operations of
Infrastructure wound down during the year. The balance sheet as at 30
September 2025 shows the financial position of the continuing Group only, with
comparatives being for the full Group as it was at 30 September 2024. Refer to
Note 26 for further details.
Discontinued operations are excluded from the results of continuing operations
and are presented as a single amount as profit or loss after tax from
discontinued operations in the statement of profit or loss and other
comprehensive income. All other notes to the financial statements include
amounts for continuing operations unless otherwise stated. For operations that
qualify as discontinued operations in the current year, the comparative
figures for the prior year have been restated to include the results of those
operations within discontinued operations for that year as well.
e) Revenue recognition
Continuing operations
Revenue from continuing operations principally arises from roadside real
estate asset management and development activities.
Revenue is recognised in accordance with IFRS 15: Revenue from Contracts with
Customers when control of goods or services transfers to the customer,
reflecting the consideration to which the Group expects to be entitled.
Discontinued operations
Discontinued operations primarily comprised rental income from investment
properties and related service income earned from the recovery of property
operating costs and management fees from tenants.
Rental income from investment properties is recognised on a straight-line
basis over the lease term in accordance with IFRS 16: Leases and IAS 40:
Investment Property. Lease incentives granted to tenants, such as rent-free
years or stepped rents, are considered an integral part of the total rental
income and are allocated evenly over the lease term. Revenue from asset
management fees is recognised in accordance with IFRS 15: Revenue from
Contracts with Customers. The revenue is recognised over time as the services
are rendered, reflecting the transfer of control of the services to the
customer.
Revenue is recognised at an amount that reflects the consideration to which
the Group is expected to be entitled in exchange for transferring goods or
services to a customer. For each contract with a customer, the Group:
identifies the contract with a customer; identifies the performance
obligations in the contract; determines the transaction price which takes into
account estimates of variable consideration and the time value of money;
allocates the transaction price to the separate performance obligations on the
basis of the relative stand-alone selling price of each distinct good or
service to be delivered; and recognises revenue when or as each performance
obligation is satisfied in a manner that depicts the transfer to the customer
of the goods or services promised.
f) Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the
asset. All other finance costs are expensed in the year in which they are
incurred.
g) Income tax
The income tax expense or benefit for the year is the tax payable on that
year's taxable income based on the applicable income tax rate for each
jurisdiction, adjusted by the changes in deferred tax assets and liabilities
attributable to temporary differences, unused tax losses and the adjustment
recognised for prior years, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences
at the tax rates expected to be applied when the assets are recovered or
liabilities are settled, based on those tax rates that are enacted or
substantively enacted, except for:
· When the deferred income tax asset or liability arises from the
initial recognition of goodwill or an asset or liability in a transaction that
is not a business combination and that, at the time of the transaction,
affects neither the accounting nor taxable profits;
· When the taxable temporary difference is associated with
interests in subsidiaries, associates or joint ventures, and the timing of the
reversal can be controlled, and it is probable that the temporary difference
will not reverse in the foreseeable future or
· When the deferred tax liability arises from the initial
recognition of an asset or liability at the time of a transaction which does
not give rise to equal taxable and deductible temporary differences.
Deferred tax assets are recognised for deductible temporary differences and
unused tax losses only if it is probable that future taxable amounts will be
available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are
reviewed at each reporting date. Deferred tax assets recognised are reduced to
the extent that it is no longer probable that future taxable profits will be
available for the carrying amount to be recovered. Previously unrecognised
deferred tax assets are recognised to the extent that it is probable that
there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally
enforceable right to offset current tax assets against current tax liabilities
and deferred tax assets against deferred tax liabilities; and they relate to
the same taxable authority on either the same taxable entity or different
taxable entities which intend to settle simultaneously.
h) Current and non-current classification
Assets and liabilities are presented in the statement of financial position
based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised
or intended to be sold or consumed in the Group's normal operating cycle; it
is held primarily for the purpose of trading; it is expected to be realised
within 12 months after the reporting year; or the asset is cash or cash
equivalent unless restricted from being exchanged or used to settle a
liability for at least 12 months after the reporting year. All other assets
are classified as non-current.
A liability is classified as current when: it is either expected to be settled
in the Group's normal operating cycle; it is held primarily for the purpose of
trading; it is due to be settled within 12 months after the reporting year; or
there is no unconditional right to defer the settlement of the liability for
at least 12 months after the reporting year. All other liabilities are
classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
i) Property, plant and equipment
Plant, property and equipment is stated at historical cost less accumulated
depreciation and impairment. Historical cost includes expenditure that is
directly attributable to the acquisition of the items. Depreciation is charged
to the statement of profit or loss on a straight-line basis over the estimated
useful lives of the assets less residual value over their useful economic
life. Depreciation begins when the asset is available for use and ceases when
the asset is derecognised or classified as held for sale.
j) Business Combinations
Investments in subsidiaries
Investments in subsidiary companies are initially recognised at cost and
reviewed for indicators of impairment. Impairment charges are recognised when
the recoverable amount of the investment is less than its carrying value. The
results of subsidiaries acquired or disposed of during the year are included
in the statement of comprehensive income from the effective date of
acquisition, or up to the effective date of disposal, as appropriate.
On disposal of a subsidiary, the difference between the proceeds from disposal
and the carrying amount of the subsidiary, including any goodwill is
recognised in profit or loss. Any retained interest in the former subsidiary
is measured at fair value at the date control is lost, and the resulting gain
or loss is recognised in profit or loss. Subsequent accounting for any
retained interest that results in significant influence is carried out in
accordance with IAS 28.
Investment in associates
An associate is an entity over which the Group has significant influence and
that is neither a subsidiary nor an interest in a joint venture. Significant
influence is the power to participate in the financial and operating policy
decisions of the investee but is not control or joint control over those
policies.
The results, assets, and liabilities of associates are incorporated in these
consolidated financial statements using the equity method of accounting,
except when the investment is classified as held for sale, in which case it is
accounted for in accordance with IFRS 5.
Under the equity method, an investment in an associate is recognised initially
in the consolidated statement of financial position at cost and adjusted
thereafter to reflect the Group's share of the profit or loss and other
comprehensive income of the associate. When the Group's share of losses of an
associate exceeds its interest in that associate (including any long-term
interests that, in substance, form part of the Group's net investment in the
associate), the Group discontinues recognising its share of further losses.
Additional losses are recognised only to the extent that the Group has
incurred legal or constructive obligations or has made payments on behalf of
the associate.
An investment in an associate is accounted for using the equity method from
the date on which the investee becomes an associate. On acquisition of the
investment, any excess of the cost of the investment over the Group's share of
the net fair value of the identifiable assets and liabilities of the investee
is recognised as goodwill and included within the carrying amount of the
investment.
When the Group's ownership interest in an associate increases such that it
obtains control, the investment is reclassified from an associate to a
subsidiary. Following the purchase of Meadow's 49% interest, Roadside obtained
control of RAML and consolidated it under IFRS 10. As noted above, management
assessed the transaction and concluded that RAML did not meet the definition
of a business under IFRS 3. The transaction is therefore treated as an asset
acquisition rather than a business combination. The previously held interest
is not remeasured; instead, its carrying amount is combined with the
consideration, and RAML's assets and liabilities are consolidated line by line
with intercompany balances eliminated.
k) Non-current assets held for sale and disposal groups
Non-current assets and disposal groups are classified as held for sale only if
available for immediate sale in their present condition and a sale is highly
probable and expected to be completed within one year from the date of
classification. Such assets are measured at the lower of carrying amount and
fair value, less the costs of disposal, and are not depreciated or amortised.
In accordance with IFRS 5 'Non-current Assets Held for Sale and Discontinued
Operations', the net results of discontinued operations are presented
separately in the Group income statement.
l) Cash and cash equivalents
Cash and cash equivalents includes cash on hand, cash in transit, deposits
held at call with financial institutions, other short-term, highly liquid
investments with original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value. For the statement of cash flows presentation
purposes, cash and cash equivalents also includes bank overdrafts, which are
shown within borrowings in current liabilities on the statement of financial
position.
m) Trade and other receivables
Trade receivables are initially recognised at fair value transaction price and
subsequently measured at amortised cost using the effective interest method,
less any allowance for expected credit losses. Trade receivables are generally
due for settlement within 30 days.
The Group has applied the simplified approach to measuring expected credit
losses, which uses a lifetime expected loss allowance. To measure the expected
credit losses, trade receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for
expected credit losses.
n) Investments and other financial assets
Investments and other financial assets are initially measured at fair value.
Transaction costs are included as part of the initial measurement, except for
financial assets at fair value through profit or loss (FVTPL). Such assets are
subsequently measured at either amortised cost or fair value depending on
their classification. Classification is determined based on both the business
model within which such assets are held and the contractual cash flow
characteristics of the financial asset unless an accounting mismatch is
avoided.
Subsequent measurement is determined by the classification of the financial
asset in accordance with IFRS 9. Financial assets are classified and measured
at amortised cost, fair value through other comprehensive income (FVOCI), or
fair value through profit or loSS based on:
· the Group's business model for managing the assets; and
· the contractual cash flow characteristics of the instrument
Financial assets are derecognised when the rights to receive cash flows have
expired or have been transferred and the Group has transferred substantially
all the risks and rewards of ownership. When there is no reasonable
expectation of recovering part or all of a financial asset, its carrying value
is written off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other
comprehensive income are classified as financial assets at fair value through
profit or loss. Typically, such financial assets will be either:
(i) held for trading, where they are acquired for the purpose
of selling in the short- term with an intention of making a profit, or a
derivative; or
(ii) designated as such upon initial recognition where
permitted. Fair value movements are recognised in profit or loss.
Derivative financial assets are always measured at FVTPL unless designated in
a hedging relationship. Fair value gains and losses are recognised in profit
or loss as they arise.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on financial
assets which are either measured at amortised cost or fair value through other
comprehensive income. The measurement of the loss allowance depends upon the
Group's assessment at the end of each reporting year as to whether the
financial instrument's credit risk has increased significantly since initial
recognition, based on reasonable and supportable information that is
available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk
since initial recognition, a 12-month expected credit loss allowance is
estimated. This represents a portion of the asset's lifetime expected credit
losses that is attributable to a default event that is possible within the
next 12 months. Where a financial asset has become credit impaired or where it
is determined that credit risk has increased significantly, the loss allowance
is based on the asset's lifetime expected credit losses. The amount of
expected credit loss recognised is measured on the basis of the probability
weighted present value of anticipated cash shortfalls over the life of the
instrument discounted at the original effective interest rate.
o) Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair
value for recognition or disclosure purposes, the fair value is based on the
price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date;
and assumes that the transaction will take place either: in the principal
market; or in the absence of a principal market, in the most advantageous
market.
Fair value is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming they act in their economic
best interests. For non-financial assets, the fair value measurement is based
on its highest and best use. Valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to measure fair
value, are used, maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified into three
levels, using a fair value hierarchy that reflects the significance of the
inputs used in making the measurements. Classifications are reviewed at each
reporting date and transfers between levels are determined based on a
reassessment of the lowest level of input that is significant to the fair
value measurement.
For recurring and non-recurring fair value measurements, external valuers may
be used when internal expertise is either not available or when the valuation
is deemed to be significant. External valuers are selected based on market
knowledge and reputation. Where there is a significant change in fair value of
an asset or liability from one year to another, an analysis is undertaken,
which includes a verification of the major inputs applied in the latest
valuation and a comparison, where applicable, with external sources of data.
p) Leases
At inception of a contract, the Group assesses whether it contains a lease,
which is the right to control the use of an identified asset for a period of
time in exchange for consideration. All leases are accounted for by
recognising a right-of-use asset and a corresponding lease liability, except
for leases of low-value assets and those with a term of 12 months or less.
Lease liabilities are measured at the present value of the contractual
payments due to the lessor over the lease term, with the discount rate
determined by reference to the rate inherent in the lease unless (as is
typically the case) this is not readily determinable, in which case the
incremental borrowing rate on commencement of the lease is used.
Subsequent to initial measurement, lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are reduced
for lease payments made. Right-of-use assets are amortised on a
straight-line basis over the remaining term of the lease or over the remaining
economic life of the asset if, rarely, this is judged to be shorter than the
lease term.
q) Investment property
Investment properties are properties which the Group owns, does not occupy for
its own use and are held for either long-term rental yields, or capital
appreciation, or both. Investment properties also include property that is
being developed or constructed for future use as investment property by the
Group.
Investment properties comprise freehold land and buildings and are measured at
fair value.
At the end of a financial year the fair values are determined by a range of
valuation techniques, including independent valuations prepared in accordance
with the current edition of the Appraisal and Valuation Standards published by
the Royal Institution of Chartered Surveyors and valuations prepared based on
the discounted future net cash inflows the site is expected to generate in its
forecasted use, taking into account the current status of the site and the
expected costs to complete the development.
These fair values based on these development appraisals, therefore reflects
current market conditions, future rental income (where lease agreements have
been contractual agreed) and the residual value of site after considering the
costs and revenue from the development of the property.
There are a number of significant assumptions in these development appraisal
valuations and a change in these assumptions could result in a significant
change in the fair value of investment properties and therefore have a
material effect on the Group's results.
A transfer to the fair value reserve is made for all fair value gains in the
year from retained earnings. Where there have been previous fair value gains
transferred to the fair value reserve and fair value losses have been incurred
in the year then a transfer is made to retained earnings to offset as much of
the fair value losses as possible.
At each subsequent reporting date, investment properties are re-measured to
their fair value. Movements in fair value are included in the income
statement.
r) Impairment of non-financial assets
Non-financial assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the asset's carrying
amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of
disposal and value-in-use. The value-in- use is the present value of the
estimated future cash flows relating to the asset using a pre-tax discount
rate specific to the asset or cash-generating unit to which the asset belongs.
Assets that do not have independent cash flows are grouped together to form a
cash-generating unit.
s) Trade and other payables
These amounts represent liabilities for goods and services provided to the
Group prior to the end of the financial year and which are unpaid. Due to
their short- term nature they are measured at amortised cost and are not
discounted. The amounts are unsecured and are usually paid within 30 days of
recognition.
t) Borrowings
Loans and borrowings are initially recognised at the fair value of the
consideration received, net of transaction costs. Borrowings are subsequently
measured at amortised cost using the effective interest method.
Borrowings are derecognised when the obligation specified in the contract is
extinguished, cancelled or expired. The difference between the carrying amount
of a financial liability that has been extinguished or transferred to another
party and the consideration paid, including any non-cash assets transferred or
liabilities assumed, is recognised in profit or loss as other income or
finance costs.
Modification of Borrowings
When the terms of an existing borrowing are modified, the Group assesses
whether the modification is substantial. A modification is considered
substantial if the discounted present value of the cash flows under the new
terms, including any fees paid net of any fees received, differs by at least
10% from the discounted present value of the remaining cash flows of the
original liability, using the original effective interest rate.
Where a modification is deemed substantial, the original financial liability
is derecognised, and a new financial liability is recognised at its fair value
on the modification date. Any difference between the carrying amount of the
original liability and the fair value of the new liability is recognised in
profit or loss.
Borrowings are classified as current liabilities unless, at the end of the
reporting year, the Group has a right to defer settlement of the liability for
at least 12 months after the reporting year.
u) Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits and annual
leave expected to be settled wholly within 12 months of the reporting date are
measured at the amounts expected to be paid when the liabilities are settled.
Defined contribution pension contributions
Contributions to defined contribution pension plans are expensed in the year
in which they are incurred.
v) Issued equity
Issued equity consists of the Company's share capital, share premium, merger
reserve, together with the other equity reserve in Group's consolidated
financial statements. Ordinary shares are classified as equity. The difference
between the nominal value of the shares issued and the proceeds of issue
relating to the specific transaction is accounted for as share premium,
unless:
· The Company is issuing shares to acquire the share capital of
another company, in which case as long as the shares issued represent greater
than 90% of the consideration, the excess of the value of the shares issued
over their nominal value is recorded in the merger reserve, or
· The Group is undertaking a reverse takeover, in which case the
excess of the value of the share issued over their nominal value is recorded
in the other equity reserve.
Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the proceeds.
v) Value-Added Tax and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated
Value-Added Tax ('VAT'), unless the VAT incurred is not recoverable from the
tax authority. In this case it is recognised as part of the cost of the
acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of VAT receivable
or payable. The net amount of VAT recoverable from, or payable to, the tax
authority is included in other receivables or other payables in the statement
of financial position.
Commitments and contingencies are disclosed net of the amount of VAT
recoverable from, or payable to, the tax authority.
w) Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker ("CODM"). The CODM,
who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Board of Directors that makes
strategic decisions. Segment results, assets and liabilities include items
directly attributable to a segment as well as those that can be allocated on a
reasonable basis.
4. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
reported amounts in the financial statements. Management continually evaluates
its judgements and estimates in relation to assets, liabilities, contingent
liabilities, revenue and expenses.
Management bases its judgements, estimates and assumptions on historical
experience and on other various factors, including expectations of future
events, management believes to be reasonable under the circumstances. The
resulting accounting judgements and estimates will seldom equal the related
actual results. The judgements, estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities (refer to the respective notes) within the next
financial year are discussed below.
The key areas of judgement are below:
i) Classification of Cambridge Sleep Sciences Ltd
- Note 29
Management has exercised significant judgment in determining the
classification of CSS within the consolidated financial statements. Although
Roadside held a majority of CSS's voting rights for part of the prior year,
IFRS 10 requires an assessment of control based on power over relevant
activities, exposure
to variable returns, and the ability to use power to affect those returns.
Following disposals during the prior year, Roadside retained exposure to
variable returns but no longer had the current ability to direct CSS's
relevant activities, which are managed independently by CSS's executive board.
Roadside also lost contractual rights to appoint directors, and the dispersion
of other shareholders indicates that de facto control does not exist. However,
Roadside continues to have representation on the board and amongst other
factors indicators of significant influence under IAS 28. Based on these
factors, management concluded that CSS should be accounted for as an
associate, and as noted is included within assets held for sale, based on the
below judgements:
· An active programme to locate a buyer is initiated,
· The sale is highly probable, within 12 months of classification,
· The asset is being actively marketed; and
· Actions require to complete the plan indicate that it is unlikely
the plan will be significantly changed or withdrawn.
This classification is supported by the Group's entry into a put option in
June 2025 over its entire 48.2% interest in CSS, providing a contractually
secured exit route. The disposal plan relates to the full investment, and
management expects completion in line with the option terms.
In making this assessment Management also considered whether CSS should
continue to be accounted for solely as an associate under IAS 28 which was
rejected as IFRS 5 requires classification as held for sale when sale of the
asset is highly probable. Or whether a partial held‑for‑sale
classification might be appropriate given the time period of the put option
structure. This was also rejected as the put option structure gives a clear
disposal plan over a defined period of time, a partial classification would
not be consistent with management intention and the terms of the put option.
ii) Investments in subsidiaries and associates
- Note 28/29
The Group determines the classification of its investments based on whether it
holds control or significant influence over the investee:
· Control is evidenced by power over the investee, exposure or
rights to variable returns, and the ability to use power to affect returns
(IFRS 10).
· Significant influence is the power to participate in the
financial and operating policy decisions of the investee, without having
control (IAS 28).
During the year, the Group acquired the remaining 49% interest in RAML,
resulting in the investment being reclassified from an associate to a
subsidiary. Management exercised significant judgement in determining that
control had been obtained in accordance with IFRS 10 Consolidated Financial
Statements. In making this assessment, consideration was given to factors such
as the Group's power over relevant activities, exposure to variable returns,
and the ability to use that power to affect returns.
Based on this evaluation, management concluded that the acquisition of the
additional interest provided the Group with control over RAML, and the entity
has therefore been consolidated from the date control was obtained.
iii) Presentation of discontinued operations and assets held
for sale - Note 26
The Group continues to recognise its investment in CSS as held for sale,
consistent with the prior year. Management has exercised significant judgement
in determining that the criteria under IFRS 5 Non-current Assets Held for Sale
and Discontinued Operations continue to be met. In making this assessment,
management considered factors such as the ongoing commitment to a plan to sell
the investment, the put option, and the expectation that the sale remains
highly probable. This expectation is supported by board-approved budgets and
forecasts that assume the disposal will occur within the timeframe originally
planned, as well as continued engagement with the counterparty under the put
option arrangement. While the sale has not yet completed, management believes
this does not indicate a change in the intention or ability to sell the
investment. Accordingly, the classification of the investment as held for sale
has been maintained as at the reporting date.
In a previous year, the Group made the decision to wind down the historical
operations of Infrastructure. These operations were assessed to meet the
criteria of a discontinued operation under IFRS 5 Non-current Assets Held for
Sale and Discontinued Operations and were presented as such in the comparative
year.
During the current year, Infrastructure commenced new lines of business that
are distinct from the previously discontinued activities. Management exercised
judgement in determining that these new operations represent a continuation of
the Group's ongoing activities, rather than a reactivation of the discontinued
operations. This assessment involved evaluating the nature of the new
operations, their strategic alignment with the Group's current objectives, and
the absence of continuity in products, markets, and customers with the
discontinued business. Accordingly, the results of the new operations are
presented as part of the continuing operations of the Group.
The Group has determined that the disposals of Maldon, Wellingborough, and
REIT constitute the discontinuation of a separate major line of business and
therefore meet the definition of discontinued operations under IFRS 5
Non-current Assets Held for Sale and Discontinued Operations. This judgement
impacts the presentation of the results of these entities, including any
related gains or losses on disposal, which are reported separately in the
consolidated income statement.
The key areas of estimate are below:
i) Fair value measurement of CSS Put Option
- Note 15
All assets and liabilities for which fair value is measured and disclosed in
the financial statements are categorised within the fair value hierarchy.
The Group holds a put option, over its 48.22% interest in CSS, which is
accounted for as a Level 3 derivative financial asset, measured at fair value
through profit or loss in accordance with IFRS 9 Financial Instruments and
IFRS 13 Fair Value Measurement.
The fair value of the put option is estimated using a Black-Scholes valuation
model, management have considered this appropriate for valuing the CSS put
option because it is a widely accepted and market-standard methodology for
pricing options, which aligns with the contractual terms of the put option.
The model incorporates all key variables that influence option pricing such as
underlying share price, strike price, time to maturity, volatility, risk-free
interest rate, and dividend yield ensuring that the valuation reflects market
participant assumptions in accordance with IFRS 13 Fair Value Measurement.
The assumptions were determined based on the nature of the CSS Put Option and
the lack of an active market for CSS shares. The underlying share price of
£10,000 reflects the most recent observable transaction price, which
management considers the best estimate of fair value. The expected option life
of 1-2 years corresponds to the contractual terms and anticipated exercise
behaviour. Volatility of 28.1% was derived from comparable listed companies in
the same industry, adjusted for CSS's private status. The risk-free interest
rate of 3.592% is based on UK government bond yields for maturities aligned
with the option term, and a dividend yield of 0% reflects CSS's historical
practice and forecast of no dividend distributions. These inputs were selected
to ensure the valuation reflects market-based evidence where possible and
incorporates adjustments for the specific characteristics of the instrument.
Given the use of significant unobservable inputs, the valuation is classified
as Level 3 in the fair value hierarchy. Changes in any of these assumptions
could have a material impact on the estimated fair value of the put option and
the amount recognised in profit or loss. A sensitivity analysis indicates that
a 2% increase in volatility would increase the fair value by £437,799, while
a 2% decrease in volatility would reduce the fair value by £438,024. This
sensitivity is not reflected in the carrying amount because it illustrates the
impact of a hypothetical change in a single assumption in isolation. In
practice, the valuation incorporates multiple interdependent inputs, and
adjusting for one variable without considering the others would not provide a
faithful representation of fair value in accordance with IFRS 13.
Management reviews the valuation methodology and key inputs at each reporting
date to ensure the fair value remains appropriately determined in accordance
with IFRS 13.
ii) Tarncourt Loan Notes - fair value and classification of
modified liability - Note 17 & 25
During the year, the Group undertook a modification of an existing loan note.
The modification was accounted for as a derecognition of the original
financial liability and the recognition of a new financial liability at its
fair value on the modification date in accordance with IFRS 9.
The determination of the effective interest rate ("EIR") for the new loan note
required management to apply estimates and assumptions regarding expected
future cash flows, repayment timing and an appropriate discount rate
reflecting current market conditions and the Group's credit risk profile.
Management benchmarked the revised terms against comparable third-party
borrowings and applied adjustments to reflect prevailing market conditions.
Given the nature of the modification and the absence of directly observable
market data for similar instruments, these assumptions are inherently
uncertain. Changes in these inputs could materially affect the carrying amount
of the liability and any gain or loss recognised on modification. Management
concluded that a discount rate of 7% was appropriate. Sensitivity analysis
indicates that a 2% increase or decrease in the EIR would not result in a
material change to the carrying amount or the gain recognised. Further details
are provided in Note 17.
iii) Estimation of fair value of investment
properties - Note 12/26
The fair value of investment property reflects assumptions regarding future
rental income, planning outcomes, and prevailing market conditions. Where
valuations are based on redevelopment potential, they are derived from
development appraisals estimating the residual land value after considering
projected development costs and revenues.
These valuations involve significant judgment and estimation uncertainty.
Changes in key assumptions such as development costs, achievable sales values,
or planning approvals, could result in material changes to fair values and,
consequently, the gain or loss on disposal reported in the Group's results.
Due
to this sensitivity, the Directors consider these valuations to involve
significant estimation uncertainty. Details of properties disposal are
disclosed in Note 26.
5. Operating segment
Identification of reportable operating segments
Following the decision to dispose of the CP Subsidiaries, the Group is
organised into a single operating segment, which is roadside real estate asset
management and development. Therefore, no separate operating segments are
disclosed.
Revenue of £480,000 was included within discontinued operations (2024:
£3,614,000.) Further information about the income, expenses, cash flows and
net assets of the CP Subsidiaries are provided in Note 26.
6. Other operating income
30 September 30 September
2025 2024
(restated)
£'000 £'000
Management fee 50 21
Other income 122 -
172 21
Other income amounts received in relation to service income and management
fees.
7. Expenses by nature
Loss from operations is stated after charging:
30
30 September
September 2024
2025 (restated)
£'000 £'000
Administrative expenses
Employment costs 1,579 532
Professional fees 3,463 660
Disposal of fixed assets 8 -
Depreciation and amortisation 1 5
Other administrative costs 438 593
5,489 1,790
Finance costs
Interest and finance charges paid/payable on external borrowings 7 1,361
Interest and finance charges paid/payable on related party 1,951 -
borrowings
1,958 1,361
Finance income
Interest income 2 -
Finance income on related parties 360 -
362 -
Pension expense
Defined contribution pension contributions 102 37
7. Expenses by nature (continued)
30 September
30 September 2024
2025 (restated)
£'000 £'000
Employee costs included in administrative expenses
Wages and salaries 1,308 440
Social security costs 167 55
Other employee related costs 2 -
Pension costs 102 37
1,579 532
30 September 30 September
2025 2024
Number Number
Employee numbers
Average number of employees continuing operations 6 5
Average number of employees discontinued operations - 94
Average number of employees (including discontinued operations) 6 99
30 September 30
2025 September
2024
£'000 £'000
Auditors' remuneration
Group audit fees 179 195
Non-audit services 395 180
574 375
Non-audit fees relate to Services relating to corporate finance transactions
entered into or proposed to be entered into on behalf of the Company or any of
its Associates.
8. Directors' remuneration
30 September 30 September
2025 2024
£'000 £'000
Salaries 651 268
Bonus 323 -
Contributions to defined contribution pensions 99 30
Other benefits 33 7
1,106 305
The highest paid director received total remuneration of £430,000 in the year
ended 30 September 2025 (2024: £169,000). The Directors are considered to be
the only key management personnel of the Group.
9. Fair value gains through profit or loss
30 September 30 September
2025 2024
£'000 £'000
Gain on put option 5,246 -
Fair value uplift of Meadow JV 107
5,353 -
During the year, the Group entered into a put option over its 48.2% interest
in CSS, giving the Group the right to sell its investment for a minimum of
£48million over two tranches. The option is classified as a derivative
financial asset at fair value through profit or loss. The fair value was
estimated using a Black-Scholes valuation model. In determining the fair value
of the put option, management assessed counterparty credit. Management
reviewed CGV's financial position and available resources to satisfy the
obligations under the option. Based on this assessment, the probability of
default is considered nil, and therefore no credit valuation adjustment has
been applied to the fair value measurement. At the reporting date, the fair
value of the put option was £5,246,000, with the resulting gain recognised
within fair value movements in the consolidated income statement.
The Group also holds a 3% interest in the joint venture established with
Meadow Partners LLP. During the year, the joint venture had a fair value
uplift of £107,000.
10. Taxation
30 30 September 2024
September 2025
£'000 £'000
Income tax expense
UK corporation tax charge - -
Adjustment recognised for prior years - -
Reconciliation of income tax expense and tax at the statutory rate - -
Profit before income tax 507 43,173
Tax credit at the statutory tax rate of 25% (2024: 25%) 127 10,793
Tax effect amounts which are not deductible/(taxable) in calculating taxable
income:
Expenses non-deductible for tax purpose 1,961 2,765
Deferred tax asset not recognised 961 (532)
Gains not taxable - (13,026)
Non taxable income (accounting profit arising on disposal of subsidiaries) (3,050) -
Change to income tax (expense)/credit - -
Income tax credit from continuing operations - -
Income tax credit from discontinuing operations - -
10. Taxation (continued)
Deferred tax assets totalling £3,121,600 relating to tax losses have not been
recognised at 30 September 2025 (2024: £3,929,000).
11. Property, plant and equipment
Group Land and buildings Assets under construction Motor vehicles Total
£'000 £'000 £'000 £'000
Cost
As at 1 October 2023 - - 35 35
Balance at 30 September 2024 - - 35 35
Additions 1,347 55 - 1,402
Disposals - - (35) (35)
Balance at 30 September 2025 1,347 55 - 1,402
Depreciation
As at 1 October 2023 - - (5) (5)
Charge for the year - - (5) (5)
Balance at 30 September 2024 - - (10) (10)
Charge for the year - - (1) (1)
Disposals - - 11 11
Balance at 30 September 2025 - - - -
Net book value
At 30 September 2024 - - 25 25
At 30 September 2025 1,347 55 - 1,402
During the year, the Group purchased a petrol station situated in Coventry for
a total consideration of £1,347,000. The acquisition comprised land and
buildings. In addition, assets under construction of £55,000 were purchased
during the year, representing ongoing development and improvement works at the
site that were not yet ready for use at the reporting date. These amounts are
included within property, plant and equipment and will be reclassified to the
appropriate asset categories upon completion and when the assets are available
for their intended use.
11. Property, plant and equipment (continued)
Company Motor vehicles Total
£'000 £'000
Cost
As at 1 October 2023 35 35
Balance at 30 September 2024 35 35
Disposals (35) (35)
Balance at 30 September 2025 - -
Depreciation
As at 1 October 2023 (5) (5)
Charge for the year (5) (5)
Balance at 30 September 2024 (10) (10)
Charge for the year (1) (1)
Disposals 11 11
Balance at 30 September 2025 - -
Net book value
At 30 September 2024 25 25
At 30 September 2025 - -
12. Investment property
30 September 30
2025 September
2024
£'000 £'000
At 1 October 8,827 8,700
Acquisitions 1,959 482
Fair value movements 207
Reclassification to assets held for sale (1,898)
Disposal of subsidiaries (9,095) -
Fair value movements - (355)
At 30 September - 8,827
During the year, the Group acquired an investment property, Drakes Swindon Way
for total consideration of £1,898,000. This property is classified as an
asset held for sale and is retained within the CP subsidiary, REIT (see Note
26) as at 30 September 2025. In addition, the Group made additions to
investment properties at Maldon and Wellingborough with a total value of
£61,000, comprising £44,000 for Maldon and £17,000 for Wellingborough. CBRE
prepared a valuation of the Wellingborough and Maldon investment properties
which resulted in a fair value gain of £207,000. On 30 September 2025, the
Group disposed of its subsidiaries Wellingborough and Maldon, which
collectively held investment properties with carrying amounts of £4,120,000
and £4,975,000, respectively. The gain or loss on disposal of these
investment properties is included within the results of discontinued
operations (see Note 26).
13. Inventories
Group 30 September 30 September
2025 2024
£'000 £'000
Property development work in progress - 181
- 181
14. Trade and other receivables
Group 30 30 September
September 2024
2025 £'000
£'000
Trade receivables 23 93
VAT recoverable 37 171
Prepayments 25 110
Contingent consideration 1,500 -
Other current assets 185 539
1,770 913
As at 30 September 2025 other current assets included deferred fundraising
costs (2024: accrued rental income during rent free years).
During the year ended 30 September 2025, CSS satisfied the terms of the
contingent consideration associated with previous stake sales, resulting in a
gain of £1.5 million, which was received in full during November 2025.
Included within other current assets are capitalised costs incurred in
relation to ongoing projects.
Company 30 September 30 September
2025 2024
£'000 £'000
Trade receivables 23 25
Contingent consideration 1,500 -
Intercompany receivable 3,670 -
VAT recoverable 36 -
Prepayments 19 85
Other current assets 185 -
5,433 110
15. Financial assets at fair value through profit or loss
30 September 30 September
2025 2024
£'000 £'000
Non-current assets
Derivative financial asset 3,003 -
3,003 -
Current assets
Derivative financial asset 2,243 -
Unlisted investment 1,076 419
Deferred consideration - 8,500
3,319 8,919
Total 6,322 8,919
During the year, the Group received cash consideration of £8,500,000 in
connection with the sale of part of its interest in CSS, completed during the
prior year, consistent with the terms of the sale agreement.
In addition, the Group entered into a put option over its 48.22% interest in
CSS on 25 June 2025, giving Roadside the contractual right, but not the
obligation, to sell its investment for a minimum of £48 million in two
tranches. The put option is classified as a derivative financial asset at fair
value through profit or loss in accordance with IFRS 9. The fair value
measurement uses a Level 3 valuation technique under IFRS 13 as significant
inputs are unobservable. The option is valued using a Black-Scholes model,
reflecting the associate's current fair value, exercise price, volatility,
time to maturity, and risk-free rate.
Key inputs and assumptions on inception and at the year ended 30 September
2025 are detailed below:
25 June 2025 30 September 2025
Share price £10,000 £10,000
Volatility 31.4% & 29.6% 28.1% & 29.2%
Risk-free rate 3.635% & 3.706% 3.592% 3.698%
Time to export 1.27 & 2.27 years 1 & 2 years
As at 30 September 2025, the fair value of the combined option was
£5,246,000, gains and losses on this instrument are recognised in "Fair value
gains through profit or loss" in the consolidated income statement.
The Group also holds a 3% interest in the Joint Venture established with
Meadow Partners LLP. During the year, the fair value of the investment
increased by £107,000, reflecting Roadside's share of contributions to the
joint venture and management's assessment of its recoverable amount.
15. Financial assets at fair value through profit or loss (continued)
The movement in the fair value of the Company's interest in unlisted entities
is detailed below:
Group and Company 30 September 30 September
2025 2024
£'000 £'000
As at 1 October 8,919 -
Additions - Unlisted investment 550 419
Gain on the change in fair value - Derivative financial asset 5,246 -
Gain on the change in fair value - Unlisted investment 107 -
Deferred consideration (8,500) 8,500
As at 30 September 6,322 8,919
16. Cash and cash equivalents
Group 30 September 30 September
2025 2024
£'000 £'000
Cash at bank 128 103
Company 30 30 September
September 2024
2025 £'000
£'000
Cash at bank 125 33
17. Borrowings
Group 30 September 2025 30 September 2024
Current Non- Total Current Non-current Total
current
£'000 £'000 £'000 £'000 £'000 £'000
Bank loans - - - 8,112 - 8,112
Other loans - - - 283 3,375 3,658
Loans from related parties - 17,908 17,908 - 13,120 13,120
- 17,908 17,908 8,395 16,495 24,890
For the loan recognised, an EIR of 7% was determined based on contractual
terms, upfront fees, and expected repayment profile. Changes in the EIR
assumption would affect both the carrying amount of the loan and the interest
expense recognised in profit or loss. A 2% increase in the EIR (to 9%) would
reduce the carrying amount by approximately £525,000 and increase annual
interest expense by £35,000 while a 2% decrease (to 5%) would increase the
carrying amount by approximately £556,000 and reduce annual interest expense
by £39,000.
17. Borrowings (continued)
Parent 30 September 2025 30 September 2024
Current Non- Total Current Non-current Total
current
£'000 £'000 £'000 £'000 £'000 £'000
Other loans - - - - 3,375 3,375
Loans from related parties - 17,908 17,908 - 4,910 4,910
- 17,908 17,908 - 8,285 8,285
Refer to note 22 for further information on financial instruments.
Total secured liabilities:
30 September 30 September
2025 2024
£'000 £'000
Vehicle finance and associated loans - 283
Bank loans - 8,112
Other loans - 3,375
Loans from related parties 9,923 8,285
9,923 20,055
The Tarncourt facility of £7,985,000 as at 30 September 2025 (2024:
£4,835,000) is unsecured.
Financing arrangements
As at 30 September 2025, all of the Group's outstanding borrowings were
provided by Tarncourt, a related party. Tarncourt is a company under the
control of the Chief Executive Officer, Charles Dickson, and the Dickson
family.
During the year, the terms of the April 2024 loan notes were amended,
resulting in a substantial modification in accordance with IFRS 9. The
amendment reduced the contractual interest rate from 14% per annum to 7% per
annum (with effect from inception) and extended the maturity date by two years
to 19 April 2028. The amended loan notes continue to represent a contractual
obligation to repay cash and do not contain any equity or conversion features.
The modification followed the execution of the CSS put option in June 2025,
which provided Tarncourt with increased certainty of repayment. Management
concluded that the amended terms reflected a reduction in counterparty risk
and a change in the timing of cash flows, rather than a change in the
underlying nature of the financial liability.
At the modification date, the Group determined that a market discount rate of
7% was appropriate, reflecting the reduced credit risk and market based data.
As a result, the original liability of £9,762,000 was derecognised and
replaced with a new financial liability measured at fair value of £9,765,000,
with the resulting immaterial difference recognised in profit or loss.
18. Trade and other payables
Group 30 September 30 September
2025 2024
£'000 £'000
Trade payables 679 596
679 596
Company 30 September 30 September
2025 2024
£'000 £'000
(restated)
Trade payables 673 144
Payable to subsidiary undertaking - 3,236
673 3,680
The comparative figures as at 30 September 2024 have been restated to correct
an overstatement of trade payables by £300,000. No adjustment had been made
to the Group, as the adjustment is deemed to be immaterial. For further
details see Note 31.
19. Current liabilities - other
Group 30 September 30 September
2025 2024
£'000 £'000
Other payables 64 853
Tax and social security payable - 108
VAT - 260
Retentions - 129
Customer deposits - 24
Accruals 834 225
898 1,599
Company 30 September 30 September
2025 2024
£'000 £'000
Loans payable - 700
Accruals 834 225
Other payables 64 153
VAT - 40
898 1,118
20. Equity - issued share capital
2025 2024 2025 2024
Shares Shares £'000 £'000
New ordinary shares - fully paid 143,677,804 143,677,804 1,237 1,237
21. Equity - other reserves
Share premium (Group and Company)
The movements reflect the excess of the transaction value over the nominal
value of the share capital issued.
Merger reserve (Group)
The merger reserve arose as a result of the business combination of the
Dickson Controlled entities and the Group in January 2020. There has been no
movement in the balance in either financial year.
Merger relief reserve (Company)
The merger reserve arose as a result of the shares the Company issued in order
to acquire the equity of the Dickson Controlled entities as part of the
January 2020 business combination. There has been no movement in the balance
in either financial year.
Retained earnings (Group and Company)
Retained earnings represent the cumulative profits and losses of the Group,
including the result for the current financial year.
22. Financial instruments
Financial risk management objectives
The Company's Board of Directors has overall responsibility for the
establishment and oversight of the Group's risk management framework. Risk
management is carried out by senior finance executives to ('finance') under
policies approved by the Board of Directors ('the Board'). These policies
include identification and analysis of the risk exposure of the Group and
appropriate procedures, controls and risk limits. Finance identifies,
evaluates and hedges financial risks within the Group's operating units.
Finance reports to the Board on a monthly basis.
Market risk
The Group does not have any ongoing exposure to foreign currency risk.
Price risk
The Group is not exposed to any significant price risk.
Interest rate risk
The Group's main interest rate risk arises from long-term borrowings.
Borrowings obtained at variable rates expose the Group to interest rate risk.
Borrowings obtained at fixed rates expose the Group to fair value risk. The
Group's policy is to maintain a range of borrowings appropriate for the
individual businesses.
22. Financial instruments (continued)
Credit risk
Credit risk primarily arises from trade receivables, contingent consideration
receivable, and the put option to sell shares in CSS. These exposures are
monitored and managed by the Group. The contingent consideration and CSS
option are due from a single counterparty; however, management considers the
credit risk to be low based on the counterparty's financial position and the
contractual terms.
Generally, trade receivables are written off when there is no reasonable
expectation of recovery. Indicators of this include the failure of a debtor to
engage in a repayment plan, no active enforcement activity and a failure to
make contractual payments for a year greater than 1 year.
Liquidity risk
Vigilant liquidity risk management requires the Group to maintain sufficient
liquid assets (mainly cash and cash equivalents) and available borrowing
facilities to be able to pay debts as and when they become due and payable.
The Group manages liquidity risk by maintaining adequate cash reserves and
available borrowing facilities by continuously monitoring actual and forecast
cash flows and matching the maturity profiles of financial assets and
liabilities.
Financing arrangements
Unused borrowing facilities at the reporting date are shown in Note 17.
Remaining contractual maturities
The following tables detail the Group's remaining contractual maturity for its
financial instrument liabilities. The tables have been drawn up based on the
undiscounted cash flows of financial liabilities based on the earliest date on
which the financial liabilities are required to be paid. The tables include
both interest and principal cash flows disclosed as remaining contractual
maturities and therefore these totals may differ from their carrying amount in
the statement of financial position.
Maturity of financial instruments in year ended 30 September 2025
Weighted average interest rate % 1 year or less Between 1 and 2 years Remaining contractual maturities
£'000 £'000 Between 2 and 5 years £'000
£'000 Over 5 years
£'000
Non-interest bearing
Trade payables - 679 - - - 679
Interest bearing - fixed rate
Tarncourt facility 7.75% - - 7,985 - 7,985
Loan note 7% - - 9,923 - 9,923
Total 679 - 17,908 - 18,587
22. Financial instruments (continued)
Maturity of financial instruments in year ended 30 September 2024
Weighted average interest rate % 1 year or less Between 1 and 2 years Remaining contractual maturities
£'000 £'000 Between 2 and 5 years £'000
£'000 Over 5 years
£'000
Non-interest bearing
Trade payables - 596 - - - 596
Interest bearing - fixed rate
Other loans 14% 283 3,375 - - 3,658
Bank loans 10% 8,112 - - - 8,112
Tarncourt facility 8% 4,835 4,835
Loans note 11.5% - 8,285 8,285
Lease liabilities 9.6% 13 88 - - 101
Total 9,004 16,583 - - 25,587
The cash flows in the maturity analysis above are not expected to occur
significantly earlier than contractually disclosed above.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect
their fair value.
The fair value hierarchy of financial instruments measured at fair value is
provided below. The different levels have been defined as follows:
· Quoted prices (unadjusted) in active markets for identical assets
or liabilities (level 1),
· Inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly or indirectly (level
2),
· Inputs for the asset or liability that are not based on
observable market data (that is, unobservable inputs) (level 3).
There have been no transfers between levels during the year. Additions to
Level 3 during the year are valued based on the fair value of the underlying
investment for both the Group and the Company.
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Financial assets at fair value through profit or loss
Derivative asset - - 5,246 5,246
Unlisted investment - - 1,076 1,076
- - 6,322 6,322
23. Movements in borrowings
Movement in year ended 30 September 2025
Balance at 30 September 2024 Proceeds of borrowings Non-cash movements Repayments Reclassification Balance at
to liabilities of 30 September 2025
disposal groups
£'000 £'000 £'000 £'000 £'000 £'000
Bank overdrafts - - - - - -
Bank loans 8,112 - 894 (697) (8,309) -
Other loans 3,658 - - (3,655) (3) -
Loans from related parties 13,120 13,551 379 (8,891) (251) 17,908
Leases 100 - - (13) (87) -
24,990 13,551 1,273 (13,256) (8,650) 17,908
Reported
as:
Current liabilities 8,408 -
Non-current liabilities 16,582 17,908
Total borrowings and lease liabilities 24,990 17,908
Non-cash movement includes disposal proceeds of Maldon and Wellingborough that
has been settled with Tarncourt facility.
23. Movements in borrowings (continued)
Movement in year ended 30 September 2024
Balance at 30 September 2023 Proceeds of borrowings Non-cash movements Repayments Reclassification Balance at
to liabilities of 30
disposal groups September
2024
£'000 £'000 £'000 £'000 £'000 £'000
Bank overdrafts 2,668 - - (2,668) - -
Bank loans 7,736 - 938 (562) - 8,112
Other loans 6,500 200 2,975 (6,017) - 3,658
Loans from related parties 9,051 14,852 (2,768) (8,015) - 13,120
Leases - - 110 (10) 100
25,955 15,052 1,255 (17,272) - 24,990
Reported as:
Current liabilities 17,359 8,408
Non-current liabilities 8,596 16,582
Total borrowings and lease liabilities 25,955 24,990
24. Commitments
Capital commitments
There were no capital commitments at either 30 September 2025 or 30 September
2024.
25. Related party transactions
Parent entity
Roadside Real Estate Plc is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in Note 28.
Key management personnel
Disclosures relating to key management personnel are set out in Note 8.
25. Related party transactions (continued)
Matt Wood, a director who served during the year, is also a director of One
Advisory Limited, which provided financial reporting and project management
services to the Company during the year. Matt Wood did not provide any of the
financial reporting services. The total fees invoiced to the Company by One
Advisory Limited for project management services provided by Matt Wood in
respect of the year ended 30 September 2025 were £70,500 (2024: £nil). An
additional £70,400 was invoiced post year end in respect of services provided
to 31 December 2025, bringing the total fees for the period to £140,900. No
amounts were outstanding at the year end. In addition, Matt Wood received
remuneration of £10,000 (2024: £nil) during the year.
During the year, the Group incurred total fees of £421,000 (2024: £nil) in
respect of services provided by CJC Management Consultancy Ltd, a company
ultimately controlled by Steve Carson, director. Steve Carson was appointed as
a director of Roadside in May 2025.
In addition, the Group incurred fees from Canmore Group Ltd for £100,000
(2024: £nil), a company ultimately controlled by Douglas Benzie and
consultancy fees from Tarncourt Capital Limited (previously Charles Dickson
Associates Limited) for £120,000 (2024: £nil) a company ultimately
controlled by Charles Dickson.
Loans from related parties
The following loan balances are outstanding at the reporting date in relation
to related parties:
30 September 30 September
2025 2024
£'000 £'000
Non-current liabilities
Tarncourt facility 7,985 4,835
Loan note 9,923 8,285
17,908 13,120
During the year ended 30 September 2025, all outstanding loans noted were
acquired by Tarncourt, a related party ultimately controlled by Charles
Dickson. Roadside also modified the terms of a loan held by Tarncourt during
the year. The amended loan notes continue to represent a contractual
obligation to repay cash and do not contain any equity or conversion features.
Further details of the modification and valuation approach are provided in
Note 17.
Transactions with related parties
During the year, the Group completed the disposal of its CP Subsidiaries,
consisting of Wellingborough and Maldon properties, to Tarncourt. The gross
consideration for the disposal of all CP Subsidiaries is approximately £12
million of which £9.3 million related to Maldon (£5.1 million) and
Wellingborough (£4.2 million). After deducting third-party borrowings of
£7.3 million and net working capital adjustments, the net consideration
receivable for all three entities was £4.7 million. Tarncourt is ultimately
controlled by Charles Dickson, who is the Chief Executive Officer and a
Director of the Company. Accordingly, the transaction constituted a related
party transaction. Further details are set out in note 26. These transactions
were made on normal commercial terms and market rates.
In addition, interest income of £360k was received from CSS and has been
recognised within other income.
26. Discontinued operations
The following financial information relates to the operations discontinued by
the Group in the year ended 30 September 2025. In accordance with IFRS 5
Non-current Assets Held for Sale and Discontinued Operations, the net results
of Wellingborough, Maldon, REIT and Infrastructure (previously Centurian) are
presented within discontinued operations in the Consolidated Statement of
Comprehensive Income (for which the comparatives and related notes have been
restated).
The disposal of Wellingborough and Maldon completed on 30 September 2025,
whilst REIT completed on 17 November 2025 and the historic operations of
Infrastructure wound down during the year.
A £12 million gross valuation was attributable to the property assets being
disposed of represents a premium to their market value based on independent
valuations of the Wellingborough, Maldon and REIT properties. The valuation
was reduced by the aggregate outstanding debt due from the CP Subsidiaries to
third parties of £7.3 million, thus removing the Group's obligation to
service the cost of the debt. The aggregate net proceeds of £4.7 million
receivable by the Company was set off against the outstanding amount due to
Tarncourt under the Tarncourt Facility. There, whilst the disposal resulted in
gain on disposal for Roadside, no cash proceeds were received by the
Company.
The results of the CP Subsidiaries and Infrastructure for the year are
presented below. As CSS was classified as held for sale in the prior year, its
results have not been included in the figures below for the year ended 30
September 2025.
Year Year
ended 30 September 2025 ended 30 September 2024
£'000 (restated)
£'000
Revenue 480 3,614
Cost of goods sold (161) (1,606)
Gross profit 319 2,008
Administrative expenses (549) (4,533)
Other income 173 279
Movement in fair value of investment property 207 (355)
Other expenses (54) (5)
Operating loss from discontinued operations 96 (2,606)
Net finance cost (1,139) (3,190)
Loss for the year before taxation from discontinued operations (1,043) (5,796)
Tax credit - -
Loss for the year after taxation from discontinued operations (1,043) (5,796)
Gain on sale of discontinued operation 3,110 52,102
Income tax on gain on sale of discontinued operation - -
Profit from discontinued operations after taxation 2,067 46,306
Attributable to:
Owners of Roadside Real Estate Plc 2,067 46,522
Non-controlling interest - (216)
26. Discontinued operations (continued)
The net cash flows of the discontinued operations were as follows:
30 September 30 September
2025 2024
£'000 (restated)
£'000
Net cash flow from operating activities 5,985 8,375
Net cash flow from investing activities (2,048) (418)
Net cash flow from financing activities (3,853) (9,276)
Net cash in/(out) flow 84 (1,319)
The operations classified as held for sale are as follows:
30 30 September
September 2024
2025 £'000
£'000
Assets
Cambridge Sleep Sciences 40,970 40,970
REIT 2,257 -
43,227 40,970
Liabilities
REIT (5) -
(5) -
Net assets 43,222 40,970
The results of the Wellingborough operations for the year are presented below:
Year Year
ended 30 September ended 30 September 2024
2025 (restated)
£'000 £'000
Revenue 219 211
Cost of goods sold - -
Gross profit 219 211
Administrative expenses (153) (188)
Other income 141 136
Movement in fair value of investment property 166 (19)
Other expenses (55) -
Operating loss from discontinued operations 318 140
Net finance cost (567) (855)
Loss for the year before taxation from discontinued operations (249) (715)
Tax credit - -
Loss for the year after taxation from discontinued operations (249) (715)
26. Discontinued operations (continued)
The net cash flows of the Wellingborough operations were as follows:
30 September 30 September
2025 2024
£'000 (restated)
£'000
Net cash flow from operating activities 3,424 (728)
Net cash flow from investing activities (18) (30)
Net cash flow from financing activities (3,426) (1,228)
Net cash out flow (20) (1,986)
The net assets disposed of and gain on disposal, in relation to
Wellingborough, as at 30 September 2025 were as follows:
30 September
2025
£'000
Net assets disposed of and gain on disposal
Investment property 4,120
Trade and other receivables 309
Cash and cash equivalents 40
Trade payables (35)
Borrowings (3,320)
1,114
Consideration received in cash and cash equivalents, net of transaction costs -
Repayment of related party loans 1,219
Gain on sale of discontinued operation 105
Net cash outflow arising on disposal:
Consideration received in cash and cash equivalents, net of transaction costs -
Less cash and cash equivalents disposed of (40)
Net cash outflow (40)
26. Discontinued operations (continued)
The results of the Maldon operations for the year are presented below:
Year Year
ended 30 September ended 30 September 2024
2025 (restated)
£'000 £'000
Revenue 261 220
Cost of goods sold (161) -
Gross profit 100 220
Administrative expenses (398) (162)
Movement in fair value of investment property 41 (336)
Other income 32 68
Operating loss from discontinued operations (225) (210)
Net finance cost (561) (2,126)
Loss for the year before taxation from discontinued operations (786) (2,336)
Tax credit - -
Loss for the year after taxation from discontinued operations (786) (2,336)
The net cash flows of the Maldon operations were as follows:
30 September 30 September
2025 2024
£'000 (restated)
£'000
Net cash flow from operating activities 516 7,439
Net cash flow from investing activities (45) (451)
Net cash flow from financing activities (427) (6,977)
Net cash inflow 44 11
26. Discontinued operations (continued)
The net assets disposed of and gain on disposal, in relation to Maldon, as at
30 September 2025 were as follows:
30 September
2025
£'000
Net assets disposed of and gain on disposal
Investment property 4,975
Trade and other receivables 318
Cash and cash equivalents 55
Trade payables (93)
Borrowings (4,907)
Other current liabilities (3)
345
Consideration received in cash and cash equivalents, net of transaction costs
Repayment of related party loans 503
Gain on sale of discontinued operation 158
Net cash outflow arising on disposal:
Consideration received in cash and cash equivalents, net of transaction costs -
Less cash and cash equivalents disposed of (55)
Net cash outflow (55)
The results of the REIT operations for the year are presented below:
Year Year
ended 30 September ended 30 September 2024
2025 £'000
£'000
Revenue - -
Cost of goods sold - -
Gross profit - -
Administrative expenses (1) -
Other income - -
Other expenses - -
Operating loss from discontinued operations (1) -
Net finance cost 1 -
Loss for the year before taxation from discontinued operations - -
Tax credit - -
Loss for the year after taxation from discontinued operations - -
26. Discontinued operations (continued)
The net cash flows of the REIT operations were as follows:
30 September 30 September
2025 2024
£'000 £'000
Net cash flow from operating activities 1,953 -
Net cash flow from investing activities (1,898) -
Net cash flow from financing activities - -
Net cash inflow 55 -
The major classes of assets and liabilities of REIT classified as held for
sale as at 30 September 2025 are as follows:
30 September
2025
£'000
Assets
Investment property 1,898
Trade and other receivables 1
Inventories 303
Cash and cash equivalents 55
Assets of disposal group held for sale 2,257
Liabilities
Trade payables (5)
Liabilities of disposal group held for sale (5)
Net assets 2,252
The discontinued results of Infrastructure operations for the year are
presented below:
Year Year
ended 30 September ended 30 September 2024
2025 £'000
£'000
Revenue - 178
Cost of goods sold - (253)
Gross profit - (75)
Administrative expenses 4 4
Operating profit/(loss) from discontinued operations 4 (71)
Net finance cost (12) (98)
Loss for the year before taxation from discontinued operations (8) (169)
Loss for the year after taxation from discontinued operations (8) (169)
26. Discontinued operations (continued)
The discontinued net cash flows of the Infrastructure operations were as
follows:
As at 30 September As at 30 September
2025 2024
£'000 £'000
Net cash flow from operating activities 92 1,338
Net cash flow from investing activities (87) -
Net cash flow from financing activities - (669)
Net cash inflow 5 669
Reconciliation to loss for the year from discontinued operations
Year Year
ended 30 September ended 30 September 2024
2025 £'000
£'000
Cambridge Sleep Sciences operations - (681)
Cambridge Sleep Sciences sale 1,500 51,677
Infrastructure operations (8) (170)
Maldon operations (786) -
Maldon sale 158 -
Wellingborough operations (249) -
Wellingborough sale 105 -
Barkby Pubs operations - (1,894)
Barkby Pubs sale 1,347 425
Gain for the year from discontinued operations 2,067 49,357
During the year ended 30 September 2025, CSS satisfied the terms of the
contingent consideration associated with previous stake sales, resulting in
income of £1.5 million which has been presented within discontinued
operations.
In addition, the Group recovered £1,347k relating to the intercompany balance
with Barky Pubs. This amount is presented within discontinued operations, as
Barky Pubs was disposed of in the prior year.
27. Earnings per share
Earnings per share for profit/(loss) from operations
Year
ended 30 September Year
2025 ended 30 September 2024
£'000 (restated)
£'000
Loss after income tax from continuing operations (1,560) (3,130)
Profit after income tax from discontinued operations 2,067 46,303
Profit after income tax 507 43,173
Non-controlling interest (discontinued operations) - 216
Loss after tax from continuing operations attributable to the owners of the (1,560) (3,130)
Roadside Real Estate Plc
Profit after tax from discontinued operations attributable to the owners of 2,067 46,519
Roadside Real Estate Plc
Total profit after income tax attributable to the owners of Roadside Real 507 43,389
Estate Plc
Pence Pence
Loss per share from continuing operations (1.09) (2.18)
Profit per share from discontinued operations 1.44 32.38
0.35 30.20
Shares Shares
Weighted average number of ordinary shares 143,677,804 143,677,804
28. Interests in subsidiaries
Company 30 September 30 September
2025 2024
£ £
As at 1 October - -
Acquisition of associate 101 -
As at 30 September 101 -
At 30 September 2025, the Company's investment in subsidiaries amounted to
£101, comprising Roadside Asset Management Limited ("RAML").
On 3 July 2025, Roadside acquired the remaining 49% interest in RAML from
Meadow Partners LLP's ("Meadow JV") for a nominal consideration of £1,
resulting in 100% ownership. RAML, previously accounted for as an associate,
has been consolidated from this date in accordance with IFRS 10 Consolidated
Financial Statements. The Group remeasured its previously held 51% interest in
RAML to fair value at the acquisition date, with any resulting gain or loss
recognised in profit or loss. From the acquisition date, the assets,
liabilities, income, and expenses of RAML are included in the consolidated
financial statements.
During the year, the Group disposed of its 100% interest in the CP
subsidiaries Maldon and Wellingborough. Both investments had been previously
impaired to nil. As a result, the subsidiaries were derecognised from the
consolidated statement of financial position, and any gain or loss on disposal
was recognised in the consolidated income statement within discontinued
operations (see Note 26).
REIT meets the criteria for classification as held for sale under IFRS 5 as at
30 September 2025. All assets and liabilities of REIT have been classified as
a disposal group held for sale. In accordance with IFRS 5, the results of REIT
up to 30 September 2025 are presented within discontinued operations in the
consolidated statement of profit or loss and other comprehensive income.
The retained investment in CSS continues to be held for sale as at 30
September 2025.
The consolidated financial statements incorporate the assets, liabilities and
results of the following wholly owned subsidiaries in accordance with the
accounting policy described in Note 3:
Principle place of business Ownership interest
2025 2024
Roadside REIT Limited United Kingdom 100% 100%
Roadside Asset Management Limited United Kingdom 100% 51%
Roadside Real Estate (Maldon) Limited United Kingdom 0% 100%
Roadside Real Estate (Wellingborough) Limited United Kingdom 0% 100%
Roadside Infrastructure Limited United Kingdom 100% 100%
29. Investment in associates and joint ventures
Details of the Group's material associate at the end of the year are as
follows:
Proportion of ownership interest and voting right of the Group
Name of associate Principal activity Place of incorporation 2025 2024
% %
Roadside Asset Management Limited Real estate management United Kingdom 0% 51%
Cambridge Sleep Sciences Limited Sleep Technology Solution United Kingdom 48% 48%
Roadside Asset Management Limited
Up to 3 July 2025, Roadside Asset Management Limited was accounted for as an
associate of the Group, as Roadside exercised significant influence over its
operational and financial policies through board representation and unanimous
decision-making rights. The investment was accounted for using the equity
method in accordance with the Group recognising its share of RAML's profit or
loss up to 3 July 2025, when control was obtained.
On that date, the Group acquired the remaining 49% equity interest in RAML,
increasing its ownership from 51% to 100%, and the company became a wholly
owned subsidiary. From that point, RAML's assets, liabilities, income, and
expenses have been fully consolidated and the previously held equity-accounted
investment was derecognised.
Cambridge Sleep Sciences Limited
As at 30 September 2025, and as reported as at 30 September 2024, the
investment in CSS continues to be classified as an asset held for sale.
As a result, the Groups investments in associates as at 30 September 2025 is
nil.
30. Leases
All leases below relate to the CP Subsidiaries which were disposed of during
30 September 2025.
Leases as a lessor
The future aggregate minimum lease payments due to the Group under
non-cancellable operating leases are as follows:
30 September 2025 30 September 2024
£'000 £'000
Expiring later than five years - 6,351
Operating leases relate to investment properties owned by the Group, which are
let to commercial tenants. The annual receivable amount under operating leases
is as follows:
As at 30 September 2025 As at 30 September
£'000 2024
£'000
Expiring later than five years - 519
Leases as a lessee
Right-of-use assets
Motor vehicles
£'000
Cost
As at 1 October 2023 -
Additions 113
As at 30 September 2024 113
Depreciation
As at 1 October 2023 -
Charge for the year (13)
As at 30 September 2024 (13)
Cost
As at 1 October 2024 113
Disposal of subsidiaries (113)
As at 30 September 2025 -
Depreciation
As at 1 October 2024 (13)
Charge for the year (36)
Disposal of subsidiaries 49
At 30 September 2025 -
Net book value
At 30 September 2024 100
At 30 September 2025 -
30. Leases (continued)
As at 30 September 2025 As at 30 September
£'000 2024
£'000
Current - 13
Non-current - 88
Total lease liabilities - 101
Reconciliation of minimum lease payments and present value
As at 30 September 2025 As at 30 September
£'000 2024
£'000
Within 1 year - 20
Later than 1 year and less than 5 years - 90
After 5 years - -
Total including interest cash flows - 110
Less: interest cash flows - (9)
Total principal cash flows - 101
31. Prior period adjustment
During the year ended 30 September 2025, the Company identified an error
relating to the classification of deferred consideration received for the sale
of Workshop Coffee. The amount of £300,000 was incorrectly presented as a
payables in the year ended 30 September 2024. This amount should have been
recognised as a receivable at 30 September 2023 and settlement recognised in
the year ended 30 September 2024, when received.
The correction has been applied retrospectively to the parent company
financial statements. As a result, trade payables at 30 September 2024 have
been reduced by £300,000, and opening retained earnings for 30 September 2024
have been adjusted to include the profit or loss on disposal during the period
ended 30 September 2023. The Group consolidated financial statements, and the
Statement of Comprehensive Income remains unaffected, as the adjustment is
deemed immaterial.
The impact of the adjustment on the parent company's retained earnings is as
follows:
£'000
Retained earnings at 30 September 2024 (as previously reported) 547
Adjustment for prior year error 300
Restated retained earnings at 30 September 2024 847
32. Post balance sheet events
On 10 November 2025, the Company appointed David Phillpot as Chief Operating
Officer.
On 17 November 2025, the Group completed the disposal of its REIT portfolio,
comprising the Swindon and Spalding sites, for a total consideration of £2.7
million. Of this amount, £2.4 million related to the Swindon site and £0.3
million to the Spalding site.
On 21 November 2025, the Company received £1.5 million of contingent
consideration from CGV Ventures 1 Ltd following the satisfaction of
performance criteria in relation to the Company's partial sale of its CSS
stake, as previously announced on 28 February 2025.
On 24 December 2025, the Company entered into a binding agreement to acquire
the entire issued share capital of Gardner Retail Ltd and its subsidiaries for
an estimated net consideration of £17.8 million. The Gardner Retail portfolio
comprises six premium petrol station forecourts in Southwest England.
Completion of the acquisition is expected on 25 February 2026 and will be
funded by an equity fundraise prior to completion. Any additional funds
required will be funded through an increase in the Company's existing facility
with Tarncourt Properties Limited to £35.0 million.
Subsequent to the year end, the Group amended the exercise date of the CSS put
option. The option was originally exercisable in two tranches on 30 September
2026 and 30 September 2027, with each tranche representing 50% of the £48.0m
exercise price. Following the amendment, the option will now be exercisable in
three separate tranches: £14.0m in March 2026, £14.0m in June 2026 and
£20.0m in September 2027. This change represents a non‑adjusting event
after the reporting period and, accordingly, no adjustment has been made to
the financial statements. The revised exercise profile may, however, impact
the future valuation of the Put Option.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR SFEFMWEMSEDE
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Roadside Real Estate
See all newsREG - Roadside Real Estate - Result of AGM and Directorate Changes
AnnouncementREG - Roadside Real Estate - AGM Statement
AnnouncementREG - Roadside Real Estate - Notification of Major Holdings
AnnouncementREG - Roadside Real Estate - Notice of AGM
AnnouncementREG - Roadside Real Estate - Notification of Major Holdings
Announcement