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REG - Roadside Real Estate - Interim Results for the six months ended 31.03.25

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RNS Number : 8652O  Roadside Real Estate PLC  30 June 2025

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.

 

30 June 2025

ROADSIDE REAL ESTATE PLC

("Roadside," the "Company" or the "Group)

 

Interim Results for the six months ended 31 March 2025

 

Roadside, (AIM: ROAD) the roadside real estate business, announces its
unaudited interim results for the six-month period to 31 March 2025.

 

Key Highlights

Further progress in strategic focus of building and scaling a high-quality
portfolio of modern roadside retail assets, including modern EV charging
infrastructure

·      Board strengthened with appointment of experienced retail
executive Steve Carson, as Non-Executive Chair.  Charles Dickson assumed role
of Chief Executive Officer

·      Put-option agreement signed with CGV Ventures 1 Ltd that will
enable the Company to realise a minimum of £48 million from the future sale
of its remaining 48.2% interest in Cambridge Sleep Sciences Ltd ("CSS")

o  A strategic milestone that will significantly strengthen Roadside's
balance sheet and support the execution of its focused roadside growth
strategy

o  We expect to see the benefit of the £7 million uplift in value in future
financial periods

·      Continued progress in the Meadow Partners JV ("JV") acquiring
c.£90million of high-potential assets

·      Reflecting confidence in the JV's future prospects, Roadside
intends to increase its stake in the JV from 3% to 10%

o  Management believes the JV has the opportunity to create a portfolio
worth c.£250 million over the medium term

Financial highlights:

 

Results from continuing operations for the six months to 31 March 2025:

 

                                               6 months to  6 months to

                                               31 Mar 25^   31 Mar 24^

                                               £m           £m
 Revenue                                       0.29         0.13
 Operating profit*                             1.10         3.97
 Net (loss) profit from continuing operations  (0.60)       3.38
 Loss from discontinued operations **          (0.00)       (0.18)

*Operating profit from continuing operations and contingent consideration
receivable for CSS.

** Comprising Centurian in the 6-month period to 31 March 2025.  Comprising
CSS, Centurian Automotive and Barkby Pub Co in the 6-month period to 31 March
2024.

^ Unaudited

 

·      The conditions for contingent consideration of £1.5m relating to
the partial stake sale of the investment in CSS were met and this has been
included in the interim results, although the cash consideration has not yet
been received.

·      Net cash available, including undrawn facilities on 31 March
2025 was £3.4 million

 

 

 

Charles Dickson, Chief Executive Officer commented:

 

"We have identified a significant opportunity in both the active management of
operational real estate in the roadside sector, alongside building and scaling
a high-quality, substantial portfolio of modern, ESG compliant roadside real
estate investments.

 

We believe that active management of operational real estate can generate
significantly higher returns for investors, whilst retaining the benefits of
commercial property ownership. We are actively pursuing this strategy and have
identified several substantial acquisition opportunities in the Roadside
space, particularly around energy transition, convenience retail and evolving
consumer demands.

 

As we announced last week the potential to realise a minimum of £48 million
from our investment in Cambridge Sleep Sciences will provide us with the
financial strength and flexibility to accelerate our strategic focus."

 

Steve Carson, Non-Executive Chair, commented:

 

"I am pleased to address you for the first time as Chairman of Roadside. We
have a very exciting opportunity ahead of us, and I look forward to working
with my fellow Board members and executive team to deliver long-term value for
our shareholders.

 

The Roadside space continues to evolve and following the restructuring and
refocusing of the Group in recent years, I believe we are well-positioned to
navigate this evolving landscape and capitalise on the opportunities that lie
ahead."

 

- Ends -

 

Enquiries:

For further information, please contact:

 

 Roadside Real Estate Plc
 Steve Carson, Non-Executive Chairman
 Charles Dickson, Chief Executive Officer
 Douglas Benzie, Chief Financial Officer
 c/o Montfort
 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

 Tim Redfern (ECM)

 Stifel Nicolaus Europe Limited (Financial Adviser and Joint Broker)
 Mark Young                                                           Tel: +44 (0)20 7710 7600

 Jonathan Wilkes-Green

 Catriona Neville

 

 

 

Chief Executive Officer's Statement

 

Roadside's focus is to look for operational real estate opportunities in the
roadside space, alongside building and scaling a high-quality, substantial
portfolio of modern, ESG compliant roadside real estate investments.

During the six-month period to 31 March 2025, the joint venture (JV) between
Roadside and Meadow Partners made significant progress, acquiring
high-potential roadside assets valued at c.£90m. These include:

-     the acquisition of 12 Lidl stores under a sale and leaseback
agreement with Lidl;

-     Brampton Hut Services,

-     a Roadside scheme in Canterbury anchored by Aldi; and

These acquisitions represent total consideration of approximately £90
million.

 

We are continuing our work with our JV partner, Meadow, to develop a roadside
real estate portfolio by acquiring high-quality sites where we can meet the
needs of local communities and businesses by offering a mix of Drive-Thru,
Foodvenience, Local Logistics and Trade Counter businesses, alongside EV
charging facilities.

 

The JV remains in negotiation on several further site acquisitions as it works
to deploy its equity commitment in assets that deliver sustainable returns for
investors and valuable amenities to local communities.

 

Roadside will contribute and own at least 3% of the JV and will earn both
development fees and ongoing asset management fees for the JV's assets.
Roadside intends to exercise its option to increase its stake to 10% of the
JV.

 

Our wholly owned commercial sites in Wellingborough and Maldon are fully let
and generating rental income and cash flow.

 

·      Wellingborough is valued at £3.9 million and has contracted rent
of £237,000 per annum from tenants including Greggs plc, Formula One
Autocentres Ltd., City Plumbing Supplies Holdings Ltd and C. Brewers &
Sons Ltd.

 

·      Maldon is valued at £4.9 million and has contracted rent of
£280,000 per annum with tenants including Costa Coffee Ltd., Formula One
Autocentres Ltd., Toolstation Ltd. and City Electrical Factors Ltd.

Cambridge Sleep Sciences (CSS)

Roadside also owns a 48.2% shareholding in CSS.  During the interim period,
CSS satisfied the terms of the contingent consideration associated with
previous stake sales, therefore a gain of £1.5m was recognised in the period
ended 31 March 2025.  The £1.5m cash is expected to be received in Q3 2025
and will be used to pay down the Company's borrowings. The investment in CSS
is accounted for as an asset held for sale, therefore no uplift in valuation
was recognised.

As announced on 26 June 2025, Roadside has signed a put-option agreement with
CGV Ventures 1 Ltd ("CGV") that will enable the Company to realise a minimum
of £48 million from the future sale of its remaining 48.2% interest in CSS.
This follows the announcement on 18 February 2025 of the successful results of
a second clinical trial of CSS's SleepEngine technology, demonstrating its
effectiveness in helping to improve the quality of adult sleep.

Under the agreement, Roadside has the right to sell its remaining 48.2%
interest in CSS to CGV in certain periods between 1 September 2026 and 30
September 2027 for consideration of not less than £48 million, subject to any
Roadside shareholder approval required at the time of exercise. Up to half of
Roadside's current interest in CSS can be sold to CGV in the period from 1
September 2026 to 30 September 2026, with the remaining interest capable of
being sold in the period from 1 September 2027 to 30 September 2027.
Roadside has paid CGV a nominal consideration of £1 for the option. Cash will
flow when each sale completes.

Liquidity

 

As at 31 March 2025, the Group had net debt of £21.6 million.  Borrowings
include a working capital facility provided by Tarncourt, a related party
vehicle controlled by the Dickson family.  £4.4 million of the available
facility was drawn at 31 March 2025, leaving £3.1 million available.  It is
the intention that the facility is extended until June 2027 and the total
amount available increased to £12.0 million.

 

The Group issued a loan note on 27 March 2024 to the value of £9m. The loan
note carries a rolled-up

interest rate of 14%.  The loan note repayment date has been extended by two
years and is therefore now repayable on 31 March 2028.  The loan note terms
have also been amended to reduce the interest rate to 7% from inception.

 

Board

On 8 May 2025, Roadside was delighted to welcome Steve Carson to the Board as
Non- Executive Chair. Steve brings vast experience and strategic insight,
having held senior executive and board-level positions in consumer and retail
industries, including roles at ScS, Holland & Barrett, Sainsburys, Argos
and Homebase.

As of 8 May 2025, Charles Dickson stepped down as Executive Chair and assumed
the role of Chief Executive Officer.

Future strategy and outlook

 

Roadside continues to focus on its real estate business.

 

The Company has retained its two commercial developments located at
Wellingborough and Maldon which are now fully let to tenants.

 

We are also pleased to continue working with our JV partner, Meadow, to
develop a roadside real estate portfolio by acquiring high-quality sites where
we can meet the needs of local communities and businesses by offering a mix of
Drive-Thru, Foodvenience, Local Logistics and Trade Counter businesses,
alongside EV charging facilities.  Roadside will continue to offer exciting
potential for investors and we believe the JV has the opportunity to create a
portfolio worth c.£250 million over the medium term.

 

In order to deliver maximum value to its shareholders, the Company is
currently considering its future capital allocation strategy. Following the
approval of the requisite resolutions and the Company's AGM held on 17 June
2025, the business is able to purchase up to 10% of its existing share capital
(14,367,780 Ordinary Shares). It is the Board's intention to consider this
authority as part of any decision on how best to deploy capital in the future.
Further announcements will be made as appropriate

 

We are also identifying more opportunities in the Roadside space, particularly
around energy transition, convenience retail and evolving consumer demands.
Roadside will continue to explore ways to harness these growth trends to scale
our business and create value for our shareholders.

 

Charles Dickson

Chief Executive Officer

30 June 2025

Consolidated statement of comprehensive income

Six months ended 31 March 2025

 

                                                                                  Six months ended 31 March 2025      Six months ended 31 March 2024      Year ended 30 September 2024

                                                                                  (Unaudited)                         (Unaudited)                         (Audited)
                                                                            Note  £'000                               £'000                               £'000
 Continuing operations
 Revenue                                                                          291                                 132                                 431
 Gross profit                                                                     291                                 132                                 431
 Other operating income                                                           1,874                               6,000                               68
 Administrative expenses                                                          (1,064)                             (2,158)                             (1,995)
 Movement in fair value of investment property                                    -                                   -                                   (355)
 Profit/(loss) from continuing operations                                         1,101                               3,974                               (1,851)
 Finance expense                                                                  (1,704)                             (595)                               (4,333)
 (Loss)/profit from continuing operations before tax                              (603)                               3,379                               (6,184)
 Income tax                                                                       -                                   -                                   -
 (Loss)/profit from continuing operations after tax                               (603)                               3,379                               (6,184)

 Discontinued operations
 (Loss)/profit from discontinued operations                                       (2)                                 (176)                               49,357
 (Loss)/profit and total comprehensive income                                     (605)                               3,203                               43,173

 (Loss)/profit attributable to:
 Owners of Roadside Real Estate Plc                                               (605)                               3,338                               43,389
 Non-controlling interest                                                         -                                   (135)                               (216)
                                                                                  (605)                               3,203                               43,173
 Earnings per share for profit attributable to the owners of Roadside Real
 Estate Plc
 Basic and diluted (loss)/profit per share from continuing operations       3     (0.42)                              2.35                                (4.31)
 Basic and diluted (loss)/ profit per share from discontinued operations    3     (0.00)                              (0.03)                              34.57
                                                                                  (0.42)                              2.32                                30.26

 

 

 

 

 

Consolidated statement of financial position

As at 31 March 2025

                                                     As at                  As at               As at

                                                     31 March               31 March 2024       30 September 2024

                                                     2025 (Unaudited)       (Unaudited)         (Audited)
                                               Note  £'000                  £'000               £'000
 Assets
 Non-current assets
 Property, plant and equipment                       -                      27                  25
 Right of use asset                                  78                     -                   100
 Investment property                                 8,885                  8,700               8,827
 Total non-current assets                            8,963                  8,727               8,952

 Current assets
 Inventories                                         270                    666                 181
 Trade and other receivables                         4,131                  6,617               913
 Other current financial asset                       2,469                  155                 8,919
 Cash and cash equivalents                     4     310                    2,101               103
 Assets of disposal groups held for sale             40,970                 3,311               40,970
 Total current assets                                48,150                 12,850              51,086
 Total assets                                        57,113                 21,577              60,038

 Liabilities
 Current liabilities
 Trade and other payables                            (1,976)                (1,702)             (596)
 Borrowings                                    5     (8,166)                (18,065)            (12,757)
 Other current liabilities                           (906)                  (2,299)             (1,599)
 Lease liabilities                                   (13)                   -                   (13)
 Liabilities of disposal groups held for sale        -                      (4,954)             -
 Total current liabilities                           (11,061)               (27,020)            (14,965)

 Non-current liabilities
 Borrowings                                    5     (13,723)               (9,220)             (12,133)
 Lease liabilities                                   (82)                   -                   (88)
 Total non-current liabilities                       (13,805)               (9,220)             (12,221)
 Total liabilities                                   (24,866)               (36,240)            (27,186)

 Net assets/(liabilities)                            32,247                 (14,663)            32,852

 Equity
 Share capital                                 6     1,237                  1,237               1,237
 Share premium                                       5,443                  5,443               5,443
 Merger reserve                                      (422)                  (422)               (422)
 Retained earnings/(losses)                          25,989                 (20,108)            26,594
 Equity attributable to the owners                   32,247                 (13,850)            32,852
 Non-controlling interest                            -                      (813)               -
 Total equity                                        32,247                 (14,663)            32,852

 

 

Consolidated statement of changes in equity

Six months ended 31 March 2025

 

                                                                  Share capital  Share premium  Merger     Retained earnings/(losses)   Non-controlling interest  Total equity

                                                                                                reserve
                                                                  £'000          £'000          £'000     £'000                         £'000                     £'000

 Balance at 30 September 2023                                     1,237          5,443          (422)     (23,446)                      (678)                     (17,866)

 Profit for the period and total comprehensive income             -              -              -         3,338                         (135)                     3,203

 Balance at 31 March  2024                                        1,237          5,443          (422)     (20,108)                      (813)                     (14,663)
 Profit for the period and total comprehensive income             -                                       40,051                        (81)                      39,970
 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
 Loss for the period and total comprehensive income               -              -              -         (605)                         -                         (605)

 Balance at 31 March 2025                                         1,237          5,443          (422)     25,989                        -                         32,247

 

 

Consolidated statement of cash flows

Six months ended 31 March 2025

                                                                                Six months                            Six months                            Year ended 30 September 2024

                                                                                ended 31 March 2025 (Unaudited)       ended 31 March 2024 (Unaudited)        (Audited)
                                                                                £'000                                 £'000                                 £'000
 Cash flows from operating activities
 (Loss)/profit before taxation from continuing operations                       (603)                                 3,379                                 (6,184)
 (Loss)/profit before taxation from discontinued operations                     (2)                                   (176)                                 49,357
 (Loss)/profit before tax                                                       (605)                                 3,203                                 43,173

 Adjustments to reconcile loss before tax to net cash flows
 Depreciation of property, plant and equipment and right-of-use assets          22                                    244                                   18
 Amortisation of intangible assets                                              -                                     32                                    -
 Gain on disposal of subsidiary                                                 -                                     -                                     (52,102)
 Fair value movement in investment property                                     -                                     -                                     355
 Finance expense                                                                1,704                                 764                                   4,333
 Movements in working capital                                                   (4,294)                               (4,691)                               (116)
 Cash used by operations                                                        (3,173)                               (448)                                 (4,339)
 Interest paid                                                                  (531)                                 (549)                                 (256)
 Net cash used in operating activities                                          (3,704)                               (997)                                 (4,595)

 Cash flows from investing activities
 Investment in financial assets                                                 (550)                                 -                                     (419)
 Disposal of shares in subsidiary                                               8,500                                 -                                     7,494
 Purchase of investment property                                                (58)                                  (411)                                 (482)
 Disposal/(purchase) of property, plant and equipment                           25                                    (10)                                  360
 Net cash generated/(used) in investing activities                              7,917                                 (421)                                 6,953

 Cash flows from financing activities
 Proceeds from borrowings                                                       6,905                                 3,201                                 15,052
 Repayment of borrowings                                                        (10,910)                              (1,871)                               (16,505)
 Repayment of lease liabilities                                                 (1)                                   (175)                                 (179)
 Net cash (used)/generated from financing activities                            (4,006)                               1,155                                 (1,632)
 Net increase/(decrease) in cash and cash equivalents                           207                                   (263)                                 726

 Cash and cash equivalents at beginning of period                               103                                   (608)                                 (623)
 Cash and cash equivalents at end of period                                     310                                   871                                   103

 Cash and cash equivalents of continuing operations at the end of period        310                                   (1,033)                               103
 Cash and cash equivalents of discontinued operations at the end of the period  -                                     162                                   -

 

 

 

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

1.   GENERAL

 

These unaudited consolidated interim financial statements are for the six
months ended 31 March 2025, (1 October 2024 to 31 March 2025). They do not
include all the information required for full annual financial statements and
should be read in conjunction with the consolidated financial statements for
the year ended 30 September 2024, (1 October 2024 to 30 September 2024) which
were prepared in accordance with International Accounting Standards in
conformity with the requirements of the Companies Act 2006.

 

The statutory accounts for the year ended 30 September 2024 have been filed
with the Registrar of Companies. Those accounts have received an unqualified
audit report. The audit conclusion was not modified in respect of this matter
and the auditors concluded that the Directors use of the going concern basis
of accounting in the preparation of the financial statements was appropriate.

 

2.   ACCOUNTING POLICIES

 

The principal accounting policies and methods of computation have remained
unchanged from those used in the preparation of the financial statements for
the year ended 30 September 2024 and are expected to be used for the financial
statements for the year ending 30 September 2025.

 

Going Concern

 

Following a reassessment of strategic focus and opportunities, RRE's strategy
is now focused on its Real Estate business, which it believes will generate
the best returns in the long term. This decision significantly reduces the
cash investment previously required for the growth of Cambridge Sleep
Sciences, and the cash outflows experienced by Centurian Automotive, Workshop
Coffee and Barkby Pubs.

 

RRE has retained its wholly owned and completed property developments in
Wellingborough and Maldon. The focus is now on building a roadside real estate
portfolio predominantly via the JV with Meadow. The JV ensures available
capital for deployment and will provide a reliable and recurring cash flow
from development and management fees going forward.

 

The disposal of the discontinued operations completed during the prior year
ended 30 September 2024, with the exception of the retained investment in CSS,
and the Board has prepared a cash flow forecast to June 2026 that includes all
Group companies and reflects a severe but plausible downturn scenario.

 

Key considerations of the severe but plausible worst-case scenario are as
follows:

·      Reduced contracted rental income to reflect a downturn scenario.

·      Reduced development and management fee income from the proposed
roll out of the JV pipeline.

·      Full salary and overhead cost base retained.

·      Forecast an increase in the floating rate finance interest charge
to reflect a potential increase in the base rate.

 

 

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

2.   ACCOUNTING POLICIES (continued)

 

Real Estate

The commercial developments at Maldon and Wellingborough are completed and
fully occupied under long term leases with tenants benefiting from strong
covenants. This provides strong certainty of future cash flow.

 

On 31 October 2023, the Group announced the formation of a joint venture with
Meadow Partners LLP, to acquire and develop a portfolio of UK-based RRE
assets.

 

Meadow is a real estate private equity manager based in New York and London
with US$6.2 billion gross assets under management. Meadow specialises in
middle market real estate transactions across all sub-sectors and risk
profiles. The joint venture will focus on acquiring sites where it can offer
consumers a mix of Drive Thru, Foodvenience, Local Logistics and Trade Counter
businesses alongside opportunities to increase EV charging facilities.

 

The joint venture intends to create a modern roadside portfolio worth over
£250 million over a 30-month investment period through acquisition, asset
management and development, including opportunities across the portfolio for
electric vehicle charging infrastructure.

 

The joint venture has a prospective investment pipeline in excess of £100
million as more stock comes to the market and additional approaches are being
made to the Company by vendors. Tenant demand for these sites is strong,
attracting high-quality nationwide operators, underpinning reliable, long term
income streams.  Under the terms of the venture, RRE will contribute and own
3% of the asset acquisition cost, with Meadow contributing 97%. However,
Roadside has exercised its option to increase its stake to 10% of the JV.

 

Other businesses

RRE discontinued its pubs operations in the prior year, with the sale taking
place in the financial year ending 30 September 2024.

 

RRE sold shares equivalent to 20% ownership in the prior year.  RRE retains
48% ownership of CSS, which it intends to sell in due course to maximise
shareholder value.

 

Roadside has entered a put-option agreement that gives it the right to sell
its remaining 48.2% interest in CSS to CGV Ventures 1 Ltd ("CGV") in certain
periods between 1 September 2026 and 30 September 2027 for consideration of
not less than £48 million, subject to any Roadside shareholder approval
required at the time of exercise. Up to 50% of Roadside's current interest in
CSS can be sold to CGV in the period from 1 September 2026 to 30 September
2026, with the remaining interest capable of being sold in the period from 1
September 2027 to 30 September 2027.  This arrangement enables Roadside to
realise cash from its investment in CSS, whilst retaining the ability to
pursue alternative exit options.  It is the Company's intention to fully exit
CSS, whilst maximising value for shareholders.

 

It is expected that the cash generated from the sale of CSS will be used to
fund Roadside's real estate strategy.

 

 

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

2.   ACCOUNTING POLICIES (continued)

 

Debt and Borrowings

The Group currently has the following third-party debt:

 

·      Tarncourt: The Tarncourt facility is a related party facility
owed to a vehicle controlled by the Dickson Family. The facility was set off
against the April 2026 Loan notes, detailed below during the financial year
ended 30 September 2024.  It is the intention to extend the Tarncourt
facility to June 2027 and increase the total available amount to £12 million.

·      HSBC: The Group banks with HSBC across the majority of its
companies. The bank has been supportive in providing working capital
facilities (overdraft and CBIL) to meet the Company's requirements. The HSBC
overdraft and CBIL was repaid in the previous financial year, and the Group's
cash flow forecast does not depend on any further funding from HSBC.

·      Together: The Group has borrowing facilities with a specialist
lender, Together Financial Services Limited, used to finance the commercial
property developments at Maldon and Wellingborough. The facilities were
extended to March 2026 with only interest payable until the redemption date.
The facilities include an annual extension clause, which has been exercised in
the past as required.

·      Other facilities: There are a number of smaller legacy borrowings
in place within the Group subsidiaries. The Group's cash flow forecast assumes
these facilities are repaid in accordance with their contractual terms.

·      Centurian stocking finance: Centurian utilises short-term
stocking finance facilities secured against specific vehicles. This facility
was repaid in full post year end.

·      April 2026 Loan note: The Group issued £9.0m of secured loan
notes on 19 April 2024. The loan note proceeds were used to repay the HSBC
facilities and set off existing Tarncourt debts.  The loan note repayment
date has been extended to April 2028, with no additional interest charged
during the two-year extension period.

 

Tarncourt is a company ultimately controlled by Charles Dickson and the
Dickson Family. Charles Dickson is Executive Chairman of Roadside and a
Director of the Company. Consequently, the amendment to the term and interest
terms of the loan notes of which Tarncourt and Charles Dickson are holders
constitutes a related party transaction under Rule 13 of the AIM Rules for
Companies. The independent Directors, having consulted with the Company's
nominated adviser, Cavendish Capital Markets Limited, consider that the terms
of the transaction are fair and reasonable insofar as the Company's
shareholders are concerned.

 

Summary

 

RRE is in the final stages of its strategic restructuring, which will result
in its focus being solely on Real Estate. As part of this, certain strategic
costs have been capitalised in association with future target sites. The Group
aims to retain its commercial property developments, providing a reliable
source of recurring income and cash flow, as well as high quality investment
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) downturn scenario, the
Directors consider going concern basis of preparation to be an appropriate
basis for the preparation of these financial statements.

 

The Directors have acknowledged a dependency on provision of funding under the
Tarncourt facility and refinancing of the senior debt facility under in line
with its terms and conditions.  Notwithstanding this dependency, the
Directors have concluded the going concern basis of preparation to be
appropriate.

 

 

 

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

2.   ACCOUNTING POLICIES (continued)

 

Revenue recognition

The Group recognises revenue as follows:

 

Property business - Revenue from contracts with customers

Real estate revenue principally consists of the development or acquisition of
commercial real estate and letting of property to tenants.  In previous
years, it was intended that completed developments were sold, however the
group now retains its developments as investment properties.  In addition,
the Group earns management fees in relation to its Joint Venture with Meadow.

 

Discontinued operations included the sale of food, drink and accommodation in
public houses and the sale of a device that intends to improve sleep either
directly to consumers or via wholesalers.

 

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.

 

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
periods 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 recognized in accordance with IFRS 15: Revenue from
Contracts with Customers. The revenue is recognized over time as the services
are rendered, reflecting the transfer of control of the services to the
customer.

 

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.

 

 

 

3.   EARNING PER SHARE

 

Earnings per share for profit/(loss) from operations

                                                                                31 March 2025 (Unaudited)  31 March 2024 (Unaudited)  Year

                                                                                £'000                      £'000                      ended 30 September 2024

                                                                                                                                      (Audited)

                                                                                                                                      £'000
 (Loss)/profit after income tax from continuing operations                      (603)                      3,379                      (6,184)
 (Loss)/profit after income tax from discontinued operations                    (2)                        (176)                      49,357
 (Loss)/profit after income tax                                                 (605)                      3,203                      43,173
 Non-controlling interest (discontinued operations)                             -                          135                        216

 (Loss)/profit after tax from continuing operations attributable to the owners  (603)                      3,379                      (6,184)
 of Roadside Real Estate
 (Loss)/profit after tax from discontinued operations attributable to the       (2)                        (41)                       49,573
 owners of Roadside Real Estate
 Total (loss)/profit after income tax attributable to the owners of Roadside    (605)                      3,338                      43,389
 Real Estate Plc

 

                                                           Pence        Pence        Pence
 Basic (loss)/profit per share from continuing operations  (1.46)       2.35         (4.31)
 (Loss)/profit per share from discontinued operations      (0.00)       (0.03)       34.57
                                                           (1.47)       2.32         30.26

                                                           Shares       Shares       Shares
 Weighted average number of ordinary shares                143,667,804  143,667,804  143,390,543

 

 

4.   CASH AND CASH EQUIVALENTS

 

               31 March 2025 (Unaudited)  31 March 2024 (Unaudited)  30 September

               £'000                      £'000                      2024

                                                                     (Audited)

                                                                     £'000
 Cash at bank  310                        2,101                      103

 

 Reconciliation to cash and cash equivalents at the end of the financial year  31 March 2025 (Unaudited)  31 March 2024 (Unaudited)  30 September

                                                                               £'000                      £'000                      2024

                                                                                                                                     (Audited)

                                                                                                                                     £'000
 Cash at bank                                                                  310                        2,101                      103
 Bank overdraft                                                                -                          (3,134)                    -
 Balance as per statement of cashflows                                         310                        (1,033)                    103

 

 

5.   BORROWINGS

 

                                         Balance at 30 September 2024  Proceeds of borrowings  Non-cash movements  Repayments  Balance at 31 March 2025
                                         £'000                         £'000                   £'000               £'000       £'000

 Bank loans                              8,112                         -                       403                 (349)       8,166
 Other loans                             3,658                         -                       -                   (282)       3,376
 Loans from related parties              13,120                        6,905                   1,207               (10,885)    10,347
 Leases                                  100                           -                       (4)                 (1)         95
                                         24,990                        6,905                   1,606               (11,517)    21,984

 Reported as:
 Current liabilities                     12,770                                                                                8,179
 Non-current liabilities                 12,220                                                                                13,805
 Total borrowings and lease liabilities  24,990                                                                                21,984

 

6.   EQUITY - ISSUED SHARE CAPITAL

 

                                   31           31           30               31           31           30

                                   March        March        September 2024   March 2025   March 2024   September 2024

                                    2025         2024
                                   Shares       Shares       Shares           £'000        £'000        £'000
 New ordinary shares - fully paid  143,677,804  143,677,804  143,677,804      1,237        1,237        1,237

 

7.   OPERATING SEGMENT

 

There is now only one identified operating segment, which is Real Estate.
Therefore, no separate operating segments are disclosed.

 

8.   COPIES OF INTERIM REPORT

 

Copies of the interim report are available to the public from the Company
at 115B Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RZ and
are available on the website at www.roadsideplc.com.

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.   END  IR EAFKNAFLSEAA

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