REG - SAGA Plc - 2025-26 interim results statement
24/09/2025 07:00
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RNS Number : 5287A SAGA PLC 24 September 2025
24 September 2025
Saga plc
Interim results for the six months ended 31 July 2025
First half results ahead of expectations, driven by continued strength in
Travel.
Delivery of strategic plans on track.
Saga plc (Saga or the Group), the UK's specialist in products and services for
people over 50, announces its interim results for the six-month period ended
31 July 2025.
Six months ended 31 July 2025 31 July 2024 Change
Underlying Revenue(1,2) £320.5m £298.2m 7%
Revenue £328.2m £300.6m 9%
Trading EBITDA(1,2) £67.5m £62.4m 8%
Net finance costs(3) (£20.5m) (£12.9m) (59%)
Underlying Profit Before Tax(1,2) £23.5m £24.8m (5%)
Profit/(loss) before tax(2) £3.7m (£116.9m) 103%
Available Operating Cash Flow(1) £89.4m £54.4m 64%
Net Debt(1) £515.1m £617.2m(4) 17%
Leverage Ratio(1) 4.3x 4.8x(4) 0.5x
1 Refer to the Alternative Performance Measures Glossary for definition and
explanation
2 From continuing operations
3 Net finance costs exclude Ocean Cruise and Insurance Underwriting finance
costs and Travel net fair value losses on derivatives
(4) Following the Group's refinancing and revised covenant definition, Net
Debt and Leverage Ratio have been updated for 31 July 2024
Financial highlights
We have delivered a strong set of financial results, driven in particular by
the excellent performance of our Travel business. The Group has made clear
operational progress in the first half of the year and now has solid
foundations in place to achieve long-term growth.
· Strong first half trading performance, ahead of our expectations.
As a result, full year Underlying Profit Before Tax(5) is now expected to be
in line with the prior year, despite increased finance costs.
· Trading EBITDA(5,6) grew 8% to £67.5m, with Underlying
Revenue(5,6) up 7%. As a result, Trading EBITDA is now expected to be ahead of
expectations.
· Underlying Profit Before Tax(5,6) was ahead of expectations but
£1.3m lower than the same period last year due to increased financing costs
associated with the Group's new corporate debt facility.
· Profit before tax(6) grew by £120.6m year-on-year, returning the
Group to profit.
· Net Debt(5) improved by £102.1m and full year Leverage Ratio(5)
now expected to be below the prior year.
· Progressing towards the £100m+ target for Underlying Profit
Before Tax(5) by January 2030, with leverage falling to below 2.0x in the same
period.
(5) Refer to the Alternative Performance Measures Glossary for definition and
explanation
(6) From continuing operations
Progress on strategic objectives
We have made significant progress on our strategic objectives over the first
six months of the year.
· Successfully refinanced our debt with a new £335.0m term loan
due in 2031, repaying the £250.0m bond and the £75.0m drawings under the
Roger De Haan loan facility.
· Completed the sale of our Insurance Underwriting business, to
Ageas(7), on time and delivered £17.0m higher net cash than previous
guidance.
· Reorganised the leadership of our Insurance Broking business,
with the new team making good progress on preparations for our 20-year
insurance partnership with Ageas(7), which is on track for a Q4 2025 go live.
· Consolidated our Travel leadership team, which in turn delivered
a very strong trading performance, improved efficiency and provided an
excellent customer experience across our product range.
· Launched our newest River Cruise ship, Spirit of the Moselle, a
great addition to our in-demand river cruise experience, supporting our
continued growth in this area.
· Successfully agreed a new savings partnership with NatWest Boxed,
which is on track for a Q4 2025 go live and will offer a range of innovative
financial products, starting with an improved instant access savings account
(7) Wholly owned UK subsidiaries of Ageas SA/NV
Outlook
A strong first half trading performance, ahead of our expectations, gives us
confidence in achieving full year Underlying Profit Before Tax(8), which is
nodsadsdadsasdsfdfdfgfdw in line with the prior year.
In Travel, we have strong forward bookings for the second half of the year. In
both Ocean and River Cruise, and in Holidays, we anticipate a further
improvement in profitability, driven by higher passenger numbers.
Insurance has performed well in the first half and we expect this to continue
into the second. The underlying trading momentum and the imminent go live of
the Ageas(9) partnership present opportunities to invest in policy sale
volumes in the second half of the year. These investments are expected to
reduce the second-half performance of the Insurance Broking business but put
the partnership on a solid foundation for future growth.
Reducing debt remains a key priority for the Group and following the strong
progress in the first half, the full-year leverage ratio is now expected to be
below the prior year.
The Group has made clear operational progress and now has in place strong
foundations to achieve our long-term growth ambitions. As such, we remain
confident in achieving Underlying Profit Before Tax(8) of at least £100.0m by
January 2030, with leverage falling to below 2.0x in the same period.
(8) Refer to the Alternative Performance Measures Glossary for definition and
explanation
(9) Wholly owned UK subsidiaries of Ageas SA/NV
Mike Hazell, Saga's Group Chief Executive Officer, said:
"I am delighted with the progress we have made in the first six months of this
financial year. These are strong results that underline the momentum we have
as we continue to deliver our financial and operational objectives.
"Our Travel business has performed particularly strongly. Demand for our
exceptional Ocean and River Cruise holidays continued to grow and we have seen
a material increase in the number of customers enjoying our hotel and touring
holidays. In July, we launched our newest River Cruise ship, Spirit of the
Moselle, which is already trading well and proving to be very popular with our
customers - a clear demonstration of the growth opportunities we have in river
cruising.
"Trading in our Insurance business was ahead of expectations and we made good
progress with our strategy to reengineer our insurance operations. The sale of
our Insurance Underwriting business to Ageas(10) completed on 1 July 2025, as
expected, and our transformational 20-year Insurance Broking partnership
remains on track to go live later this year.
"In April, we laid out our plans to deliver underlying profitability of at
least £100.0m and leverage below 2.0x by January 2030. Our performance in the
first half was a significant step forward towards meeting our targets and it
has further reinforced my confidence in the future."
(10) Wholly owned UK subsidiaries of Ageas SA/NV
END
Management will hold a presentation for analysts and investors at 9.30am
today. The webcast can be accessed by registering at
www.investis-live.com/saga-group/689b080a65c9d2000ffa7a5d/hjtjrr
(http://www.investis-live.com/saga-group/689b080a65c9d2000ffa7a5d/hjtjrr) and
a copy of the presentation slides is available at
www.corporate.saga.co.uk/investors/results-reports-presentations/
(http://www.corporate.saga.co.uk/investors/results-reports-presentations/) .
A separate live presentation for retail investors will be held via the
Investor Meet Company platform on 25 September 2025 at 9.30am. The
presentation is open to all existing and potential investors. Questions can be
submitted pre-event via the Investor Meet Company dashboard up until 9.00am on
24 September 2025, or at any time during the live presentation. Investors can
sign up to Investor Meet Company for free and follow Saga plc via
www.investormeetcompany.com/saga-plc/register-investor
(http://www.investormeetcompany.com/saga-plc/register-investor)
(http://www.investis-live.com/saga-group/67cee0ebeeffcd000f58857f/utret) .
Investors who already follow Saga plc on the Investor Meet Company platform
will automatically be invited.
For further information, please contact:
Saga plc
Sharnj Sandhu, Interim Director of Investor Relations and
Treasury Tel: 07522 985 207
Email: sharnj.sandhu@saga.co.uk (mailto:sharnj.sandhu@saga.co.uk)
Headland Consultancy
Susanna
Voyle
Tel: 07980 894 557
Will
Smith
Tel: 07872 350 428
Tel: 020 3805 4822
Email: saga@headlandconsultancy.com (mailto:saga@headlandconsultancy.com)
Notes to editors
Saga is the specialist in the provision of products and services for people
over 50. The Saga brand is one of the most recognised and trusted in the UK.
Saga is known for its high level of customer service and its high-quality,
award-winning products and services including cruises and holidays, insurance,
personal financial and publishing.
www.saga.co.uk (http://www.saga.co.uk)
Divisional performance
Travel - Continued strong customer demand, drives revenue growth
Our Travel business had an excellent start to the financial year, with
Underlying Profit Before Tax(1) 33% ahead of the same period last year at
£41.6m, and Underlying Revenue(1) growth of 9% at £246.7m. Having combined
the leadership and operations of our previously separate Cruise and Holidays
businesses, we are achieving both improved efficiency and a stronger, more
consistent delivery across our full range of holidays.
Ocean Cruise
· Ocean Cruise reported Underlying Profit Before Tax(1) of £34.5m,
a 23% increase when compared with the prior period. This reflects the ongoing
strong demand we are generating for our unique cruise offering, that is
driving both repeat bookings and new customers.
· Underlying Revenue(1) increased 8% to £130.9m, as a result of
achieving a load factor of 94% and per diem of £391 in the period, with an
increase of 4ppts and 8%, respectively, when compared with this time last
year.
River Cruise
· River Cruise reported Underlying Profit Before Tax(1) of £3.9m,
a 34% increase when compared with the prior period. Our River Cruise business
is continuing to be more closely aligned to the premium service provided by
our Ocean Cruise business. This is resulting in improved financial results,
higher customer ratings and stronger forward bookings.
· Underlying Revenue(1) was marginally lower by 1% due to reduced
capacity, with one less river cruise ship in service for part of the first
half of the year. This was offset by a load factor of 93% and per diem of
£364 in the period, an increase of 7ppts and 7%, respectively, when compared
with this time last year.
· In July, we launched our newest purpose-built River Cruise ship,
Spirit of the Moselle, which provides the same excellent quality and
experience as the rest of our spirit-class fleet.
Holidays
· Our Holidays business also had a strong start to the year, with
an Underlying Profit Before Tax(1) of £3.2m increasing from £0.3m for the
same period last year.
· Underlying Revenue(1) increased by 14% to £89.6m, supported by
passenger numbers of 27.8k, a 13% increase when compared with this time last
year.
Insurance Broking - ahead of expectations
Insurance Broking reported Underlying Profit Before Tax(1,2) of £9.1m,
compared with £11.7m in the same period last year. Our guidance had
anticipated a challenging insurance environment as we transition to our
Ageas(3) partnership later this year and performance so far has been better
than we expected.
· The number of policies sold across all product lines, in the
first half of the year, was 0.7m, 3% lower than the prior period. Motor policy
sales increased 9% versus the same period last year, alongside a 5% growth in
other broking policy sales, comprising of travel and private medical
insurance. Home insurance continued to operate in a challenging market,
resulting in 19% fewer policy sales. We had 1.2m policies in force at 31 July
2025, 10% behind the same point last year.
· We are continuing to invest in price and marketing to support
policy sales. This benefitted policy sales in the first half of the year and
we anticipate investments in the second half to deliver further improvements.
(1) Refer to the Alternative Performance Measures Glossary for definition and
explanation
2 From continuing operations
3 Wholly owned UK subsidiaries of Ageas SA/NV
Wider progress
· Our 9.7m strong customer database remains one of our most
valuable assets, providing rich insight into our target customer group and
extensive market reach. Holding details for 7.7m contactable individuals, it
covers almost 1 in 3 people over 50, giving us unparalleled direct reach to a
highly engaged audience. This enables us to drive targeted marketing and
deepen customer relationships. We augmented our direct marketing by using
press, TV, digital and social media marketing channels.
· We have continued to enhance our digital and newsletter
operations, delivering strong results. Our award-winning magazine has over
100k subscribers and our magazine website attracts more than 1.3m visits per
month, of which 37% are new to Saga. Our insightful newsletters are also
driving high levels of customer engagement, with around 10.2m sent each month
and achieving open rates of up to 49%.
· We have redesigned our Saga homepage, using our specialist
publishing team to make engaging and relevant content its primary focus. This
has delivered strong performance across key areas. The average bounce rate has
dropped significantly to 14%, down from 40% year-on-year. Visitors are finding
the content more compelling and staying for longer. We are seeing an increase
in the number of visitors returning each day and importantly, the homepage is
driving meaningful traffic to our business units.
Chairman's Statement
Saga has, in the first six months of the financial year, made significant
financial progress and continued implementing its strategic plans, creating a
solid foundation for long-term sustainable growth. Our new debt facilities,
signed in February, do not mature until 2031, and give us the financial
headroom and flexibility to support our growth.
We agreed a 20-year insurance partnership with Ageas(1) at the end of last
year and have been making great strides in preparing a new operating model
that will be introduced later this year. The sale of our Insurance
Underwriting business to Ageas(1), which we successfully completed in July,
fundamentally changes the risk profile and complexity of our insurance
business and was a major step in transforming our insurance operations. In
April, Ageas(1) announced that it had agreed to acquire Esure. After the
purchase has been completed, Ageas(1) will become the third largest insurer of
motor and home in the UK. The power of our combined businesses, our respective
capabilities and Saga's brand should provide a compelling growth opportunity.
Alongside these strategic developments, our Insurance Broking business has
also seen some encouraging trading results, with a strong response to the
pricing and marketing investment we have deployed this year. Although, pending
our transition to Ageas(1), home insurance remains a challenging market for
us, we have seen policy growth in each of our other three policy lines, motor,
travel and private medical insurance.
In March this year, we combined the leadership and operations of our two
travel businesses, Cruise and Holidays. The aim was to create a single Travel
business that delivered consistently high-quality customer experiences,
tailored for older people, with an effective and efficient operating model.
The early results of this change have been very positive. Demand for our ocean
and river cruise holidays has continued to grow, as have our customer
satisfaction scores. In July we launched our newest purpose-built River Cruise
ship, Spirit of the Moselle. It is an excellent addition to our fleet and the
demand it is generating demonstrates the great growth potential we have in
that part of our business.
We have also seen strong demand for our hotel and touring holidays, which has
led to a significant growth in customer numbers. Alongside this, we have
improved our customer satisfaction scores. Saga, the company my mother and
father started, has a long history of specialising in taking older people on
holiday and working hard to do it well. I am delighted that after almost 75
years, our strength in Travel remains as important to us as it does to our
customers.
Our partnership strategy, continues to develop. It combines Saga's brand and
our customer insight and marketing capabilities, with the infrastructure and
expertise of third-parties, to deliver great new products and service to our
customers. We are attracting interest from organisations in a number of areas.
Our NatWest Boxed savings partnership is the latest opportunity to go into
development and we are on track to launch the partnership later this year with
a new savings product. We expect, working with NatWest Boxed, to begin
offering a range of other personal banking products in the future.
All of this is underpinned by our focus on our customers. Nobody understands
older people like Saga and this understanding remains fundamental to
everything we do. Our Publishing business is at the core of this, and we have
made some great progress in that area. In addition to our first-class
magazine, we are using our specialist publishing team to produce digital
content for our popular newsletters and redesigned website, dramatically
increasing our readership and in turn deepening the insight and engagement we
have with customers.
Mike Hazell and his senior team are doing an outstanding job, supported by the
hard work and efforts of their amazing colleagues, which has delivered our
successful performance in the first half of the year. I would like to thank
everyone within the Group for their dedication and continued support. Their
achievements have been quite remarkable and have placed us in a strong
position to deliver our exciting vision. We are on track to achieve our
medium-term targets that will transform our financial performance, delivering
greater shareholder value and excellent products and services for our
customers.
Sir Roger De Haan
Non-Executive Chairman
23 September 2025
1 Wholly owned UK subsidiaries of Ageas SA/NV
Group Chief Executive Officer's Review
I am delighted to present an excellent set of results and outline the
continued progress we are making on our strategic priorities.
A strong financial performance
Our focus on our strategic objectives has begun to deliver excellent trading
results, particularly in our Travel business. Underlying Revenue(1,2) grew by
7% in the first half of the year, to £320.5m, supporting an 8% increase in
Trading EBITDA(1,2), which rose to £67.5m.
Following the successful disposal of our Insurance Underwriting business in
July, Underlying Profit Before Tax(1,2) was £23.5m for the first half of the
year, compared with £24.8m for same period last year. This marginal drop
reflects the increased financing costs we indicated in our previous guidance,
following the refinancing of our corporate debt facilities, offset by the
strong growth in our trading profits.
Our actions over the past six months have put the Group in a good position,
translating into strong profit growth and a solid outlook. Our profit before
tax(2) has improved from a loss of £116.9m in the first half of last year, to
£3.7m profit this year, reflecting both our positive trading performance and
the end of Insurance Broking goodwill impairments that have impacted previous
years' profits.
Reducing our debt remains a key priority and we have seen appreciable
reduction in the first half of the year. At 31 July 2025, Net Debt(1) was
£515.1m, £77.7m lower than at 31 January 2025.
Significant strategic progress
Alongside our strong first half trading performance, we have made significant
progress in realising our strategic growth plans. We completed the refinancing
of our corporate debt in February, putting in place, new long term funding
facilities, which will mature in 2031. These facilities, combined with the
progress we are making in deleveraging, as part of our long-term debt
reduction target, put the Group in a strong balance sheet position.
The sale of our Insurance Underwriting business, completed in July,
represented a significant step towards a less complex, lower risk operation,
exemplified by the insurance partnership we are building with Ageas(3).
Progress on the Insurance Broking partnership with Ageas(3) is advancing on
track to be launched later this year. The powerful combination of Saga's
customer insight and marketing capabilities, with Ageas's(3) first-class
insurance infrastructure and expertise, will be a step change for our
Insurance business and significantly improve our ability to continue to offer
excellent quality and, differentiated insurance products to our customers.
Insurance is not the only part of our Group to attract high profile partners.
In July, our Money business announced an exciting new savings partnership with
NatWest Boxed, that will enable us to provide an innovative suite of savings
products designed for people over 50.
1 Refer to the Alternative Performance Measures Glossary for definition and
explanation
2 From continuing operations
3 Wholly owned UK subsidiaries of Ageas SA/NV
Our strategy
Everything we do is driven by our aim to meet the needs of the segment of the
population we serve. Nobody understands older people better than Saga and for
over 70 years we have been designing and delivering differentiated products
and services exclusively for them. We are 'the' trusted brand for people over
50 and our strategy is to work tirelessly to protect that position. Our
priorities are to build on these core strengths and to continue to develop our
existing business lines and explore new and complementary areas to deliver
long-term sustainable growth:
1. Maximising the growth of our existing businesses
In the short-term, our success will lie in maximising the opportunities that
are in our existing businesses - Travel, Insurance and Money. These are long
established successful businesses with significant growth potential and they
underpin our long-term strategy. We serve an attractive and growing market
with an instantly recognisable and trusted brand and all our businesses have
growth plans in place to maximise the opportunities that this brings.
2. Driving incremental growth through new business lines and products
We exist to meet the growing needs of older people and there are many
opportunities to do this beyond the businesses and product lines we have
today. We have laid strong foundations and are well positioned to supplement
growth by offering older people additional products and services they need.
Our main focus will remain on our existing core businesses and these
longer-term opportunities will build over time.
3. Growing our customer base and deepening those relationships
Understanding and engaging with our customers is a vital part of Saga's
strategy and essential for its long-term success. Our Publishing team
celebrate the lifestyles of older people, producing engaging content through
our magazine, website and newsletters that in turn provides interactions with
our customer base and constantly improves our insight and understanding. When
combined with the daily interactions our customers have with each of our
businesses, the result is a unique and constantly deepening understanding of
our customers that informs both our product development and how we promote our
services. Recognising the importance of this process, protecting it and
building it, will remain key to our future success.
4. Reducing debt, while simplifying our operations
We recognise that our future success will be built on finding simple and agile
routes to achieve our aims. We are streamlining our operations and, where
appropriate, leveraging partner infrastructure and capabilities to ensure that
we continue to design and market great products for our customers, supported
by first class service and by the most efficient and effective operating
model. This strategy will deliver growth and allow us to continue to reduce
the level of debt across our business.
Business performance
Travel
Saga has been taking older customers on holiday for over 70 years. Our
experience in understanding and meeting the needs of those customers is
fundamental to our success. Earlier this year, we combined the management
teams and operations of our Cruise and Holidays businesses, in order to be
able to operate a more efficient and effective operating model and deliver a
constantly high level of service to all our customers. Led by our hugely
experienced Saga Travel leadership team, the early results have been
excellent.
Cruise
Demand for our unique boutique ocean cruises is stronger than ever and we have
seen an excellent start to the year, continuing the momentum generated in
previous years. Our focus is always on enhancing the quality, value and
service we offer our customers. This year we have extended the range of our
chauffeur car service so that all our customers will now be able to benefit
from this hassle-free experience and receive exceptional service from the
moment they leave their front door.
Our cruises are tailored for our customers; our reservation systems, the
design of our smaller luxury ships, on-board hospitality, and our itineraries.
As a result, our customer satisfaction levels are excellent. Our transaction
net promoter score (tNPS) increased to 85, from 81, during the first half of
the year, and repeat customers made up 65% of our bookings.
The result of this focus can be seen in our load factors and per diems, both
growing strongly. Bookings for the full year, at 21 September 2025 reflect a
92% load factor and a per diem of £395, increases of 2ppts and 10%,
respectively, compared with the same period last year.
River Cruise also had a positive start to the year and continues to go from
strength to strength. In July we launched Spirit of the Moselle. This new
addition to the fleet provides our customers with more choice and we have
another new river cruise ship we plan to bring into service in 2027.
In aligning service standards on our river cruises with those of ocean
cruises, we have generated significantly higher customer satisfaction and
greater demand. Bookings for the full year, at 21 September 2025 deliver a
load factor a 87% and a per diem of £351, 1ppt lower and 7% higher,
respectively on last year. The improvement in tNPS from 56 to 67 this year,
shows the progress we have made of customer experience.
Holidays
Our touring and hotel stay holidays, also had a very good start to the year.
Passenger volumes were up 13% versus the same period last year and profits
increased from £0.3m to £3.2m for the first half of the year. We have also
delivered a significant improvement in customer satisfaction, with Holidays
tNPS increasing to 55, from 44 in the same period last year.
For the full year, booked revenue at 21 September 2025 was £183.6m, 14%
higher than the £161.7m at the same time last year from a higher volume of
passengers, which increased 12%, to 60.8k, from 54.2k.
Our improved customer satisfaction ratings combined with our plans to expand
our product range, provide a solid platform for continued growth. Our decision
to include our nationwide chauffer; door to airport service, in all our
holiday packages from April next year has been well received.
Insurance Broking
Our insurance business has been through a difficult few years, impacted by a
highly competitive market, industry wide inflation and cost pressures that
limited our ability to fully respond to these challenges. However, the sale of
our Underwriting business has simplified our operations and under our new
insurance leadership team, Saga's Broking business has been trading ahead of
expectations. In the first six months of the financial year, three out of our
four personal insurance lines have seen policy growth and while home insurance
remains under pressure, pending our transition to Ageas(4), it is
outperforming our expectations. In addition to enhancing our pricing
competitiveness and marketing efforts, we have placed renewed focus on
customer service, following a period of stress and disruption in our insurance
operations. The result has been an encouraging improvement in call answer
rates and significantly improved customer satisfaction - with tNPS rising from
56 last year to 65 this year.
Performance in motor policy sales was particularly strong, in the first half
of this financial year, with a 9% increase in the number of policies sold. The
strategic pricing actions we took aimed to improve our competitiveness have
delivered encouraging results, with new business policy sales volumes
increasing by 47% year-on-year.
Home policy sales were 19% lower than the prior year, most significantly due
to a reduced number of renewal opportunities given the decline in policy
numbers last year. Net rate inflation continues to be a dampening factor for
our home insurance business, with panel price increases reducing our price
competitiveness as panel members seek to make up for the impact of past
inflation and losses. We are nonetheless working hard to mitigate the impact
of this and our partnership with Ageas(4), which is due to go live later this
financial year, will remove our exposure to the panel.
Policy sales from our travel and private medical insurance were 5.3% higher,
when compared with the prior year. Policy sales of travel insurance performed
particularly well. Changes we have made to improve our product offering in
this area; the introduction of product tiering and investment in pricing and
marketing has proven very successful and is something we will build on in the
second half of the year.
We had anticipated a challenging year while we made the necessary arrangements
to transition our motor and home insurance operation to Ageas(4). The combined
result has been a 3% decline in overall number of policies sold, however our
performance has been better than our expectations. We remain excited and
confident of the growth opportunities ahead.
Money
In the first half of the year Money reported an Underlying Profit Before
Tax(5) of £0.2m broadly consistent with £0.4m in the prior period.
As part of our strategy to develop new products, our Money business entered
into a seven-year partnership with NatWest Boxed. This partnership will enable
us to launch an innovative suite of products that recognises and caters for,
the distinct needs and preferences of people over 50.
We continue our focus on building awareness of the products and services
available to support the financial needs of our customers through our popular
Money newsletters, which are currently distributed to 0.8m readers every week
and through free webinars that cover a range of topics including estate
planning, wills and the housing market.
4 Wholly owned UK subsidiaries of Ageas SA/NV
(5) Refer to the Alternative Performance Measures Glossary for definition and
explanation
Building a stronger culture
Our ability to provide our customers with exceptional products and service is
a result of the hard work, dedication and collaboration of our colleagues. To
ensure we continue to deliver the best experience for our customers, it is
crucial that we listen to feedback from our colleagues and respond
appropriately. We are doing this and fostering a culture that empowers
everyone to contribute, creating a positive environment that supports the team
and our customers.
The recent colleague survey, which showed an engagement score of 7.9 out of
10, is a clear indication of the strong commitment and dedication from our
colleagues. This high level of engagement reflects the positive culture we are
building. By acting on the insights from our surveys, we can continue to
create an environment where colleagues feel valued, supported and empowered to
contribute to our ongoing success.
Delivering on our plans
In the past six months, we have made clear progress and this achievement is a
testament to the unwavering dedication and hard work from my colleagues. I
thank them all for their commitment and contribution in making Saga a great
place to work and for continuing to deliver exceptional experiences for our
customers every day.
We are trading ahead of our expectations while implementing significant
strategic change that will underpin our future growth. Having laid out our
five-year growth plans in April, we are only in the early stages of delivery.
However, with six months of strong trading behind us, we remain very confident
in achieving the targets we have set and the long-term potential we are
unlocking along the way.
Mike Hazell
Group Chief Executive Officer
23 September 2025
Group Chief Financial Officer's Review
The Group has made significant progress in the first half of the year. The
trading of the Group for the period is ahead of expectations, with a strong
performance in Travel and Insurance Broking. The strong momentum in the first
half means that the Group is on track to achieve full year Underlying Profit
Before Tax(1) that is now expected to be in line with the prior year.
In Travel, we have strong forward bookings for the second half of the year in
both Ocean and River Cruises, and in Holidays we anticipate a further
improvement in profitability driven by higher passenger numbers.
Insurance Broking has performed well in the first half and we expect this to
continue into the second. The underlying trading momentum and the imminent go
live of the Ageas(2) partnership present opportunities to invest in policy
volumes in the second half of the year. These investments are expected to
reduce the second half performance of the Insurance Broking business but put
the partnership on a solid foundation for future growth.
The Group has also made significant progress against our strategic objective
to reduce debt, with the completion of the refinancing of the Group's
near-term debt maturities in February and the completion of the sale of the
Group's Insurance Underwriting business to Ageas(2) on 1 July 2025. Which
delivered £17.0m more cash than expected, as a result of £7m of net asset
valuation and deduction adjustments alongside £10.0m of pre-completion
dividends. At 31 July 2025, Net Debt(1) was £515.1m, which was £77.7m lower
than at 31 January 2025. The increase in Trading EBITDA(1) meant that Leverage
Ratio(1) reduced from 4.4x(3) at 31 January 2025 to 4.3x.
Following the strong cash generation in the first half, the full year leverage
ratio is now expected to be below the prior year.
With the momentum seen in the first half, there is a clear opportunity for
material growth in the future. We remain confident in delivering at least
£100.0m of annual Underlying Profit Before Tax(1), while reducing the
Leverage Ratio(1) to below 2.0x, by January 2030.
For the six months ended 31 July 2025, the Group's Underlying Profit Before
Tax(1,4) was £23.5m, marginally lower than the prior period, reflecting
strong performance in our Travel businesses and Insurance Broking. This
increased trading performance was offset by the increase in finance cost,
which was driven by the refinancing of the Group's corporate debt at the
beginning of the year, to higher interest rates.
Following the agreement with Ageas(2), which included the sale of Acromas
Insurance Company Limited (AICL) and the move to a 20-year partnership for
motor and home insurance, our Insurance Underwriting operations, alongside all
associated accounting adjustments, have been classified as discontinued
operations.
The Group reported a profit before tax(4) of £3.7m and a loss before tax of
£3.7m including discontinued operations, compared with a loss before tax of
£104.0m in the prior year, which included an impairment of Insurance Broking
goodwill of £138.3m.
The Group continues to remain highly cash-generative, with Available Operating
Cash Flow(1) of £89.4m, driven by an increase in cash generation from Ocean
Cruise, Insurance Broking and a £10.0m dividend paid by Insurance
Underwriting. The Group's available liquidity comprised of £140.1m of
Available Cash(1), the £33.4m undrawn Revolving Credit Facility (RCF) and
£116.6m undrawn delayed-draw term loan (DDTL) provided by HPS Funds(5).
(1) Refer to the Alternative Performance Measures Glossary for definition and
explanation
2 Wholly owned UK subsidiaries of Ageas SA/NV
3 Following the Group's refinancing and revised covenant definition, Net Debt
and Leverage Ratio have been updated for 31 January 2025
4 From continuing operations
5 Certain funds, entities (or affiliates or subsidiaries of such funds or
entities) and/or accounts managed, advised or controlled by HPS Investment
Partners, LLC or its subsidiaries
Operating performance
Group income statement
£m 6m to July 2025 6m to July 2024
Continuing operations Discontinued operations Total Change Continuing operations Discontinued operations Total
Underlying Revenue(6) 320.5 60.5 381.0 (3.1%) 298.2 95.1 393.3
Underlying Profit Before Tax(6)
Travel 41.6 - 41.6 33.3% 31.2 - 31.2
Insurance Broking (earned) 9.1 (0.4) 8.7 (28.7%) 11.7 0.5 12.2
Insurance Underwriting - 15.6 15.6 >500.0% - 1.9 1.9
Total Insurance 9.1 15.2 24.3 72.3% 11.7 2.4 14.1
Other Businesses and Central Costs (6.7) - (6.7) (28.8%) (5.2) - (5.2)
Net finance costs(7) (20.5) - (20.5) (58.9%) (12.9) - (12.9)
Underlying Profit Before Tax(6) 23.5 15.2 38.7 42.3% 24.8 2.4 27.2
Impairment of Insurance Broking goodwill - - - 100.0% (138.3) - (138.3)
Other exceptional items (19.8) (22.6) (42.4) (>500.0%) (3.4) 10.5 7.1
Profit/(loss) before tax 3.7 (7.4) (3.7) 96.4% (116.9) 12.9 (104.0)
Tax credit/(expense) 2.2 (1.9) 0.3 114.3% 1.3 (3.4) (2.1)
Profit/(loss) after tax 5.9 (9.3) (3.4) 96.8% (115.6) 9.5 (106.1)
Earnings/(loss) per share
Underlying Earnings Per Share(6) 16.8p 10.9p 27.7p 54.7% 16.3p 1.6p 17.9p
Earnings/(loss) per share 4.2p (6.6p) (2.4p) 96.8% (82.7p) 6.8p (75.9p)
The Group's business model is based on providing high-quality and
differentiated products to its target demographic, predominantly focussed on
travel and insurance. The Travel businesses comprise Ocean Cruise, River
Cruise and Holidays. The Insurance business operates mainly as a broker,
sourcing underwriting capacity from selected third-party insurance companies,
and, for motor and home, also from the Group's in-house underwriter until the
sale of AICL to Ageas(8), which completed on 1 July 2025. Other Businesses
include Money, Publishing and CustomerKNECT, a mailing and printing business.
Underlying Revenue(6)
Underlying Revenue(6) decreased 3.1% to £381.0m (H1 2024: £393.3m), mainly
due to lower revenue in the Group's Insurance Underwriting business. The sale
of the Group's Insurance Underwriting business to Ageas(8) completed on 1 July
2025.
Underlying Profit Before Tax(6)
The Group generated a total Underlying Profit Before Tax(6) of £38.7m in the
first half of the current year, compared with £27.2m in the first half of the
prior year. This is primarily due to a:
· £10.4m increase in Travel, moving to an Underlying Profit Before
Tax(6) of £41.6m (H1 2024: £31.2m), with £6.5m driven by Ocean Cruise; and
· Underlying Profit Before Tax(6) in Insurance Underwriting of
£15.6m (H1 2024: £1.9m).
These were partially offset by a £3.5m reduction in Insurance Broking
profitability due to difficult trading conditions, particularly within home.
Net finance costs(7) in the period were £20.5m (H1 2024: £12.9m), which
excludes finance costs within the Ocean Cruise business of £7.7m (H1 2024:
£8.2m) and Insurance Underwriting business of £3.0m (H1 2024: £1.9m). The
increase was predominantly driven by the refinancing of the Group's corporate
debt at the beginning of the year at materially higher interest rates.
Loss before tax
The loss before tax for the period, of £3.7m, includes a net negative of
other exceptional items of £42.4m, consisting of:
Continuing operations
· costs relating to the transition to the 20-year partnership for motor
and home insurance with Ageas(8) (the Affinity Partnership) of £2.9m;
· restructuring costs of £14.8m;
· costs and fees associated with the Group's previous corporate debt
including accelerated amortisation of fees relating to the loan facility
provided by Roger De Haan, totalling £7.6m;
· fair value losses of £0.4m on derivatives;
· a negative International Financial Reporting Standard (IFRS) 16
'Leases' adjustment of £0.1m on River Cruise ships;
· £0.3m Ocean Cruise dry dock costs;
· Impairments to assets and loss on disposal of assets of £0.4m;
· foreign exchange losses on River Cruise ship leases of £0.8m;
· onerous contract provisions net positive of £1.3m on three-year
fixed-price policies;
· release of deferred income associated with home and motor three year
fixed priced policies of £6.2m;
Discontinued operations
· onerous contract provisions net negative of £4.3m on insurance
contracts under IFRS 17;
· restructuring costs of £0.1m;
· loss on disposal of subsidiaries of £23.9m relating to the disposal
of the Insurance Underwriting business;
· a £0.1m negative change in discount rate on non-periodical payment
order (PPO) insurance liabilities;
· release of the written to earned adjustment following the sale of the
Insurance Underwriting business of £3.6m; and
· fair value gains on debt securities of £2.2m.
The loss before tax in the prior period, of £104.0m, includes a £138.3m
impairment to Insurance Broking goodwill and a net positive of other
exceptional items of £7.1m, consisting of:
Continuing operations
· onerous contract provisions net positive of £2.1m on three-year
fixed-price policies;
· foreign exchange gains on River Cruise ship leases of £0.5m;
· restructuring costs of £4.1m;
· costs associated with the unsecured loan facility provided by Roger
De Haan of £1.2m;
· fair value losses of £0.6m on derivatives; and
· a negative IFRS 16 adjustment of £0.1m on River Cruise ships.
Discontinued operations
· onerous contract provisions net positive of £7.6m on insurance
contracts under IFRS 17;
· fair value gains on debt securities of £2.7m;
· a £0.3m positive change in discount rate on non-PPO insurance
liabilities;
· restructuring costs of £0.1m;
Tax
The Group's tax credit for the period was £0.3m (H1 2024: £2.1m),
representing a tax effective rate of 8.1% (H1 2024: 6.1%), excluding the
Insurance Broking goodwill impairment charge. In both the current and prior
periods, the difference between the Group's tax effective rate and the
standard rate of corporation tax was mainly due to the Group's Ocean Cruise
business being in the tonnage tax regime. In addition, in the current period
it is also due to all temporary differences at 31 July 2025 not being
considered recoverable and, therefore, no deferred tax assets were recognised
for these temporary differences. This is the result of the change in mix of
profitability within the Group, where the majority of the Group's profits now
come from the Ocean Cruise business, whereas the Insurance Broking business
has been in decline.
There was also an adjustment in the current period for the under-provision of
prior year tax of £0.9m debit (H1 2024: £0.3m credit). Excluding the impact
of the Ocean Cruise business being in the tonnage tax regime, the Insurance
goodwill impairment, the adjustments to prior year tax and the non-recognition
of net deferred tax assets, the tax effective rate for the current year is
9.1% (H1 2024: 35.8%).
Earnings/(loss) per share
The Group's Underlying Basic Earnings Per Share(6) was 27.7p (H1 2024: 17.9p).
The Group's reported basic loss per share was 2.4p (H1 2024: loss of 75.9p).
6 Refer to the Alternative Performance Measures Glossary for definition and
explanation
7 Net finance costs exclude Ocean Cruise and Insurance Underwriting finance
costs and Travel net fair value losses on derivatives
8 Wholly owned UK subsidiaries of Ageas SA/NV
Travel
6m to July 2025 6m to July 2024
£m Ocean Cruise River Cruise Holidays Total Travel Change Ocean Cruise River Cruise Holidays Total Travel
Underlying Revenue(9) 130.9 26.2 89.6 246.7 8.8% 121.5 26.4 78.9 226.8
Gross profit 57.3 9.4 20.6 87.3 14.3% 52.1 7.8 16.5 76.4
Marketing expenses (6.7) (3.2) (7.4) (17.3) (14.6%) (6.8) (2.4) (5.9) (15.1)
Other operating expenses (8.4) (2.6) (10.7) (21.7) 4.4% (9.1) (2.7) (10.9) (22.7)
Investment return - 0.3 0.7 1.0 25.0% - 0.2 0.6 0.8
Finance costs (7.7) - - (7.7) 6.1% (8.2) - - (8.2)
Underlying Profit Before Tax(9) 34.5 3.9 3.2 41.6 33.3% 28.0 2.9 0.3 31.2
Average revenue per passenger (£) 5,818 3,157 3,223 4,210 5.2% 5,170 3,034 3,220 4,000
Ocean Cruise load factor 94% 94% 4ppt 90% 90%
Ocean Cruise per diem (£) 391 391 8.0% 362 362
River Cruise load factor 93% 93% 7ppt 86% 86%
River Cruise per diem (£) 364 364 7.1% 340 340
Passengers ('000) 22.5 8.3 27.8 58.6 3.4% 23.5 8.7 24.5 56.7
Ocean Cruise
The Ocean Cruise business owns two Ocean Cruise ships, Spirit of Discovery and
Spirit of Adventure.
The business achieved a load factor of 94% (H1 2024: 90%) and a per diem of
£391 (H1 2024: £362). These two factors, when combined, equated to
Underlying Revenue(9) growth of 7.7% and resulted in a 23.2% increase in
profitability, from an Underlying Profit Before Tax(9) of £28.0m in the first
half of the prior year, to £34.5m in the first half of the current year.
River Cruise
At the beginning of the year, the River Cruise business had 10-year charters
in place for two boutique purpose-built River Cruise ships, Spirit of the
Rhine and Spirit of the Danube, alongside one other shorter-term charter. In
July 2025, the business took delivery of its third boutique purpose-built
River Cruise ship, Spirit of the Moselle.
In the first half of the year, the business achieved a load factor of 93% (H1
2024: 86%) and a per diem of £364 (H1 2024: £340). Passenger numbers have
decreased from 8.7k to 8.3k due to having one less River Cruise ship in
service for the majority of the first half of the current year compared with
the first half of the prior year. Despite this, Underlying Revenue(9) was
broadly flat with the prior period at £26.2m (H1 2024: £26.4m) and achieved
growth of 34.5% in profitability, to an Underlying Profit Before Tax(9) of
£3.9m (H1 2024: £2.9m).
Holidays
The Holidays business, which includes both the Saga Holidays and Titan brands,
increased volumes when compared to the first half of the prior year, with
passenger numbers increasing from 24.5k to 27.8k. Revenue per passenger was
broadly flat at £3,223 (H1 2024: £3,220), driven by a passenger preference
of travelling to Europe over long-haul destinations due to the geopolitical
environment in the first half of the current year.
This led to Underlying Revenue(9) growth of 13.6% and an increase in
profitability, from an Underlying Profit Before Tax(9) of £0.3m in the first
half of the prior year, to £3.2m in the first half of the current year.
Forward Travel sales
The Ocean Cruise load factor for the full year is 92%, 2ppts ahead of the same
point last year. This was driven by an improved load factor in both the first
and second half of the year, when compared with the previous year. The per
diem for 2025/26 is 10.0% higher than the same period last year, reflecting
continued strong customer demand.
Looking ahead to 2026/27, Ocean Cruise load factor is 3ppts ahead of the prior
year position, with the per diem 13.2% ahead.
The River Cruise load factor for 2025/26 is marginally behind the same point
last year, by 1ppt, reflecting a higher load factor in the first half of the
year, but a lower load factor in the second. The load factor split being
impacted by the timing of the delivery of our new River Cruise ship, Spirit of
the Moselle. The revenue management approach has been focussed on optimising
load factors on a month-by-month basis and prioritising the earlier months
first. The per diem for the full year is 7.3% ahead, reflecting strong
customer demand.
River Cruise bookings for next year are ahead of the previous year, with the
load factor 5ppts ahead and the per diem 6.6% ahead.
Holidays bookings for 2025/26 are ahead of the same point last year by 13.5%
and 12.2% for revenue and passengers respectively. The increase in revenue is
due to the uptick in passenger numbers, reflecting the increase uptake across
short- and long-haul touring and stays.
Holidays bookings for 2026/27 are currently behind of the same point last year
by 4.8% in revenue and 7.4% in passenger volumes. Marketing activity has so
far been focussed on in-year trading, with attention now shifting to 2026. The
planned activity should bridge the gap by the end of January 2026. This impact
is partially offset by stronger performance in hosted stays, which are ahead
of the prior year, supported by the introduction of our nationwide chauffeur
service included in all hosted stays packages departing from 1 April 2026.
Current year departures Next year departures
21 September 2025 Change 22 September 2024 21 September 2025 Change 22 September 2024
Ocean Cruise revenue (£m) 256.7 12.8% 227.6 159.4 21.2% 131.5
Ocean Cruise load factor 92% 2ppts 90% 51% 3ppts 48%
Ocean Cruise per diem (£) 395 10.0% 359 437 13.2% 386
River Cruise revenue (£m) 51.6 4.9% 49.2 21.6 38.5% 15.6
River Cruise load factor 87% (1ppts) 88% 31% 5ppts 26%
River Cruise per diem (£) 351 7.3% 327 371 6.6% 348
Holidays revenue (£m) 183.6 13.5% 161.7 68.1 (4.8%) 71.5
Holidays passengers ('000) 60.8 12.2% 54.2 18.7 (7.4%) 20.2
(9) Refer to the Alternative Performance Measures Glossary for definition and
explanation
Insurance
Insurance Broking
The Insurance Broking business provides tailored insurance products,
principally motor, home, private medical insurance (PMI) and travel insurance.
Its role is to price the policies and source the lowest risk price, whether
through the panel of motor and home underwriters or through solus arrangements
for PMI and travel insurance.
Up until its sale to Ageas(10) on 1 July 2025, the Group had an in-house
insurer, AICL, sitting on the motor and home panels where it competed for that
business with other panel members on equal terms. AICL offered its
underwriting capacity on the home panel through a coinsurance deal with a
third party, so the Group took no underwriting risk for that product. Even if
underwritten by a third party, the offering is presented as a Saga product and
the Group manages the customer relationship. AICL continues to sit on the
motor and home panels following its sale.
6m to July 2025 6m to July 2024
£m Motor broking Home broking Other broking Total Change Motor broking Home broking Other broking Total
Gross Written Premiums(11)
Brokered 70.0 66.6 67.4 204.0 (3.3%) 65.1 81.1 64.8 211.0
Underwritten 75.2 - 0.5 75.7 (15.1%) 88.0 - 1.2 89.2
Gross Written Premiums 145.2 66.6 67.9 279.7 (6.8%) 153.1 81.1 66.0 300.2
Broker revenue 6.2 2.7 22.9 31.8 (0.3%) 4.7 6.7 20.5 31.9
Instalment revenue 2.0 1.6 - 3.6 9.1% 1.6 1.7 - 3.3
Add-on revenue 3.9 3.0 - 6.9 (11.5%) 3.8 4.0 - 7.8
Other revenue 14.2 7.3 1.2 22.7 11.8% 14.3 8.6 (2.6) 20.3
Written Underlying Revenue(11) 26.3 14.6 24.1 65.0 2.7% 24.4 21.0 17.9 63.3
Written gross profit 23.6 14.6 26.2 64.4 (0.3%) 21.8 21.0 21.8 64.6
Marketing expenses (6.8) (2.7) (3.7) (13.2) (21.1%) (4.4) (2.9) (3.6) (10.9)
Written Gross Profit After Marketing Expenses(11) 16.8 11.9 22.5 51.2 (4.7%) 17.4 18.1 18.2 53.7
Other operating expenses (18.0) (11.6) (12.7) (42.3) (0.5%) (16.7) (12.5) (12.9) (42.1)
Written Underlying (Loss)/Profit Before Tax(11) (1.2) 0.3 9.8 8.9 (23.3%) 0.7 5.6 5.3 11.6
Written to earned adjustment (0.2) - - (0.2) (133.3%) 0.6 - - 0.6
Earned Underlying (Loss)/Profit Before Tax(11) (1.4) 0.3 9.8 8.7 (28.7%) 1.3 5.6 5.3 12.2
Policies in force 628k 448k 171k 1,247k (10.0%) 649k 564k 173k 1,386k
Policies sold 368k 225k 100k 693k (2.5%) 337k 279k 95k 711k
Third-party panel share(12) 42.5% 4.9ppts 37.6%
Reconciliation to continuing operations:
Earned Underlying (Loss)/Profit Before Tax(11) (1.4) 0.3 9.8 8.7 (28.7%) 1.3 5.6 5.3 12.2
Written Underlying Profit/(Loss) Before Tax(11) from discontinued operations 0.2 - - 0.2 100.0% (0.1) - 0.2 0.1
Written to earned adjustment 0.2 - - 0.2 133.3% (0.6) - - (0.6)
Underlying (Loss)/Profit Before Tax(11) from continuing operations (1.0) 0.3 9.8 9.1 (22.2%) 0.6 5.6 5.5 11.7
Insurance Broking written Underlying Profit Before Tax(11), which excludes the
impact of the written to earned adjustment deferring the revenue on policies
underwritten over the term of the policy, reduced to £8.9m, from £11.6m in
the prior period. Underlying Profit Before Tax(11) from continuing operations
reduced to £9.1m from £11.7m. The written to earned adjustment is no longer
required following the sale of the Insurance Underwriting business to
Ageas(10) on 1 July 2025 as the Group ceased to underwrite any insurance
policies so it no longer has to spread revenue on underwritten policies over
the life of the insurance policy.
A key metric for the Insurance Broking business is Written Gross Profit After
Marketing Expenses(11), before deducting overheads. This reduced from £53.7m
in the first half of prior year, to £51.2m in the first half of the current
year, mainly due to lower renewal margins and volumes on home and lower new
business margins on motor. This was partially offset by higher renewal margins
on motor and by an improved performance of the PMI product. Written Gross
Profits After Marketing Expenses(11) fell by £6.2m in home and £0.6m in
motor, partially offset by an increase in other broking of £4.3m.
For motor and home insurance, in terms of the total Written Gross Profit After
Marketing Expenses(11), the new business proportion reduced by £6.2m and the
renewal proportion by £0.6m.
The reduction in profitability of the home business continues to be
attributable to significant inflationary pressure in the net rates charged by
panel underwriters, which have increased at a faster pace than the price that
can be charged to consumers in a competitive marketplace. This was accentuated
by the fact that a significant number of home policies are on three-year
fixed-price deals, which fix the customer price for two renewals. Lower new
business volumes in the prior year also led to a 13% reduction in the level of
renewal volumes in the first half of the current year.
The three-year fixed-price product remains significant, with 209k policies
sold in the first half of the current year, compared with 180k policies in the
prior period. This represented 35% of total motor and home policies (H1 2024:
29%), with 27% of direct new business customers taking the product (H1 2024:
28%). These policies remain highly attractive to our customer base.
The challenging home environment led to the average gross margin per policy
for motor and home combined, calculated as Written Gross Profit After
Marketing Expenses(11) divided by the number of policies sold, reducing to
£48.4 in the first half of the current year, compared with £57.6 in the
prior period.
In addition, customer retention increased from 76% to 84%, overall motor and
home policies in force decreased 11% when compared with 31 July 2024, and
direct new business sales decreased 8ppts to 35% as the Group rebalanced
volumes towards price-comparison website distribution channels.
Written profit and gross margin per policy for motor and home are stated after
allowing for deferral of part of the revenues from three-year fixed-price
products, which is then recognised in profit or loss when the option to renew
those policies at a predetermined fixed price is exercised or lapses,
recognising the inflation risk inherent in these products. At 31 July 2025,
£2.8m (H1 2024: £11.6m) of income had been deferred in relation to
three-year fixed-price products. The reduction is due to the Affinity
Partnership with Ageas(10), with the responsibility of the renewal of
Saga-branded home and motor policies transferring to Ageas(10), meaning that
all previously deferred revenues on three-year-fixed-price products will be
released prior to renewals going live as part of the Affinity Partnership.
Motor broking
Gross Written Premiums(11) decreased 5.2% due to a 13.1% decrease in average
premiums, partially offset by an 9.2% increase in core policies sold. Gross
Written Premiums(11), from business underwritten by AICL, decreased 14.5% to
£75.2m (H1 2024: £88.0m), due to a 15.3% decrease in average premiums,
partially offset by a 0.9% increase in core policies sold.
Written Gross Profit After Marketing Expenses(11) was £16.8m (H1 2024:
£17.4m), contributing £45.7 per policy (H1 2024: £51.6 per policy). The
increase in renewal margins and a 47.1% increase in new business policies sold
was partially offset by lower new business margins and a 0.7% reduction in
renewal policies sold.
Home broking
Gross Written Premiums(11) decreased 17.9% due to a 19.4% reduction in core
policies sold, partially offset by a 1.8% increase in average premiums.
Written Gross Profit After Marketing Expenses(11) was £11.9m (H1 2024:
£18.1m), equating to £52.9 per policy (H1 2024: £64.9 per policy). The
reduction in written gross profits, and margin per policy, was mainly due to
the adverse impact of net rate inflation on home renewal profitability.
Other broking
Other broking primarily comprises PMI and travel insurance.
Gross Written Premium(11) increased 2.9% as a result of an increase in policy
sales to 82k (H1 2024: 74k) in travel insurance. For PMI, policy sales were
broadly stable at 16k (H1 2024: 16k).
While sales of PMI were broadly stable, the product performed well, resulting
in profit commission from our partner, BUPA, of £2.5m and leading to Written
Gross Profit After Marketing Expenses(11) increasing by £4.7m.
Written Gross Profit After Marketing Expenses(11) relating to travel insurance
products decreased by £0.2m. mainly as a result of a reduction to new
business margins.
1(0) Wholly owned UK subsidiaries of Ageas SA/NV
(11) Refer to the Alternative Performance Measures Glossary for definition and
explanation
1(2) Third-party underwriter's share of the motor panel for policies
Insurance Underwriting (classified as a discontinued operation)
6m to July 2025 6m to July 2024
£m Gross Re Net Gross change Gross Re Net
insurance insurance
Insurance Underlying Revenue(13) A 64.2 (4.7) 59.5 (37.1%) 102.0 (9.0) 93.0
Incurred claims (current year) B (50.5) 2.8 (47.7) 35.6% (78.4) (0.6) (79.0)
Claims handling costs in relation to incurred claims C (6.3) - (6.3) 24.1% (8.3) - (8.3)
Changes to liabilities for incurred claims (prior year) D 17.8 (3.7) 14.1 >500.0% (1.4) 2.2 0.8
Other incurred insurance service expenses E (4.8) - (4.8) 34.2% (7.3) - (7.3)
Insurance service result 20.4 (5.6) 14.8 209.1% 6.6 (7.4) (0.8)
Net finance (expense)/income from (re)insurance (excludes impact of change in (4.9) 1.9 (3.0) 9.3% (5.4) 3.5 (1.9)
discount rate on non-PPO liabilities)
Investment return (excludes fair value gains on debt securities) 3.8 - 3.8 (17.4%) 4.6 - 4.6
Underlying Profit/(Loss) Before Tax(13) 19.3 (3.7) 15.6 232.8% 5.8 (3.9) 1.9
Reported loss ratio (B+D)/A 50.9% 56.5% 27.3ppts 78.2% 84.1%
Expense ratio (C+E)/A 17.3% 18.7% (2.0ppts) 15.3% 16.8%
Reported combined operating ratio (COR) (B+C+D+E)/A 68.2% 75.1% 25.3ppts 93.5% 100.9%
Current year COR (B+C+E)/A 96.0% 98.8% (3.8ppts) 92.2% 101.7%
Number of earned policies 163k (37.3%) 260k
Policies in force - Saga motor 359k (17.5%) 435k
The Group's in-house underwriter, AICL, was sold to Ageas(14) on 1 July 2025
but continues to underwrite around 60% of the motor business sold by Insurance
Broking, alongside a smaller proportion of business on other panels. Alongside
this, AICL underwrites a portion of Saga's home panel, although all home
underwriting risk is passed to third-party insurance and reinsurance
providers. AICL also has excess of loss and funds-withheld quota share
reinsurance arrangements in place, relating to its motor underwriting line of
business, which transfer a significant proportion of motor insurance risk to
third-party reinsurers.
Gross insurance Underlying Revenue(13) was in the current year decreased 37.1%
to £64.2m (H1 2024: £102.0m), reflecting a 37.3% reduction in the number of
earned policies underwritten by AICL. This was partially offset by a 0.4%
increase in average earned premiums.
Gross insurance service result in line with expectations, with a 3.8ppt
increase in the current year gross COR to 96.0% (H1 2024: 92.2%), reflecting
pricing action taken during the second half of 2024. After allowing for
reinsurance arrangements, this increased slightly to 98.8% (H1 2024: 101.7%).
The improved net year-on-year result reflects the entering of a new profitable
quota share aggregation period, with motor surplus generated during the first
half of the current year shared with reinsurance partners.
Positive changes to liabilities for incurred prior year claims increased from
£0.8m in the first half of the prior year to £14.1m in the first half of the
current year. Both years benefited from favourable large claims movements (net
of excess of loss reinsurance), albeit more so in the current year. The net
impact of our quota share reinsurance arrangements switched from a net benefit
in the prior year to a net cost in the current year, with 80% of the
favourable development in the most recent accident years ceded to quota share
reinsurance partners.
(13) Refer to the Alternative Performance Measures Glossary for definition and
explanation
1(4) Wholly owned UK subsidiaries of Ageas SA/NV
Other Businesses and Central Costs
6m to July 2025 6m to July 2024
£m Other Businesses Central Costs Total Change Other Businesses Central Costs Total
Underlying Revenue(15)
Money 3.0 - 3.0 7.1% 2.8 - 2.8
Publishing and CustomerKNECT 6.3 - 6.3 (7.4%) 6.8 - 6.8
Other - 0.2 0.2 100.0% - - -
Total Underlying Revenue 9.3 0.2 9.5 (1.0%) 9.6 - 9.6
Gross profit 3.3 2.5 5.8 (10.8%) 3.5 3.0 6.5
Operating expenses (3.4) (10.4) (13.8) 1.4% (2.9) (11.1) (14.0)
Investment income - 1.3 1.3 (43.5%) - 2.3 2.3
Net finance costs - (20.5) (20.5) (58.9%) - (12.9) (12.9)
Underlying (Loss)/Profit Before Tax(15) (0.1) (27.1) (27.2) (50.3%) 0.6 (18.7) (18.1)
The Group's Other Businesses include Money, Publishing and CustomerKNECT.
Underlying Profit Before Tax(15) for Other Businesses, when combined, reduced
by £0.7m, from a £0.6m Underlying Profit Before Tax(15) in the prior period
to an Underlying Loss Before Tax(15) of £0.1m in the current period.
Central operating expenses reduced to £10.4m (H1 2024: £11.1m). Gross
administration costs, before Group recharges, decreased by £0.3m in the
period. Net costs decreased by a further £0.4m due to higher Group recharges
to the business units.
Net finance costs in the period were £20.5m (H1 2024: £12.9m), which
excludes finance costs within the Ocean Cruise business of £7.7m (H1 2024:
£8.2m) and Insurance Underwriting business of £3.0m (H1 2024: £1.9m). The
increase was predominantly driven by the refinancing of the Group's corporate
debt at the beginning of the year at materially higher interest rates.
(15) Refer to the Alternative Performance Measures Glossary for definition and
explanation
Cash flow and liquidity
Available Operating Cash Flow(16)
£m 6m to July 2025 Change 6m to July 2024
Group Trading EBITDA(16) 85.7 27.2% 67.4
Less Trading EBITDA(16) from restricted businesses (26.1) (248.0%) (7.5)
Group Trading EBITDA(16,17) from unrestricted businesses 59.6 (0.5%) 59.9
Working capital and non-cash items 28.9 >500.0% 2.1
Dividends and intercompany repayments from restricted businesses 18.0 >500.0% 1.5
Capital expenditure funded with Available Cash(16) (17.1) (87.9%) (9.1)
Available Operating Cash Flow(16) 89.4 64.3% 54.4
Restructuring costs (21.6) (217.6%) (6.8)
Interest and financing costs (40.0) (96.1%) (20.4)
Business disposals 57.9 100.0% -
Tax receipts 2.7 125.0% 1.2
Other payments (9.0) (55.2%) (5.8)
Change in cash flow from operations 79.4 251.3% 22.6
Change in bond debt (250.0) (66.7%) (150.0)
Change in loan facility debt 260.0 246.7% 75.0
Change in Ocean Cruise ship debt (28.6) 8.0% (31.1)
Cash at 1 February 79.3 (53.3%) 169.8
Available Cash(16) at 31 July 140.1 62.3% 86.3
£m 6m to July 2025 Change 6m to July 2024
Available Operating Cash Flow(16) by business unit
Ocean Cruise 67.2 24.2% 54.1
River Cruise 3.0 114.3% 1.4
Holidays 5.0 >500.0% 0.1
Insurance Broking 24.7 77.7% 13.9
Insurance Underwriting 10.0 100.0% -
Other Businesses and Central Costs (20.5) (35.8%) (15.1)
Available Operating Cash Flow(16) 89.4 64.3% 54.4
Available Operating Cash Flow(16) is made up of the cash flows from
unrestricted businesses and the dividends paid by, and intercompany repayments
from, restricted companies, less any cash injections to those businesses.
Unrestricted businesses include the Group's Ocean Cruise business, Insurance
Broking (excluding specific ring-fenced funds to satisfy Financial Conduct
Authority regulatory requirements) and Other Businesses and Central Costs.
Restricted businesses include River Cruise, Holidays and Insurance
Underwriting.
As a result of an increase in cash generation from Ocean Cruise, Insurance
Broking and dividends paid by Insurance Underwriting, Available Operating Cash
Flow(16) increased from £54.4m in the prior period to £89.4m the current
period.
The Ocean Cruise business reported an Available Operating Cash Flow(16) of
£67.2m (H1 2024: £54.1m), with an increase in advance customer receipts of
£17.4m (H1 2024: £7.2m), net trading income of £56.4m (H1 2024: £47.7m)
and repayment of cash collateralised Association of British Travel Agents
bonding of £0.5m (H1 2024: £nil), partially offset by capital expenditure of
£7.1m (H1 2024: £0.8m), associated with a scheduled dry dock for Spirit of
Discovery. Net of interest costs of £6.5m (H1 2024: £7.0m) and exceptional
costs of £0.4m (H1 2024: £nil), the Ocean Cruise business reported a net
cash inflow, before capital repayments on the ship debt, of £60.3m for the
first half of 2025/26, compared with £47.1m in the first half of the prior
year.
The River Cruise business provided an intercompany loan to the Group of £3.0m
in the period (H1 2024: £1.4m intercompany loan repayment), which was agreed
with the Civil Aviation Authority (CAA). For any further excess cash to be
paid back to the Group, dividends will only be paid following an approval
process with the CAA. The business continues to be under an escrow trust
arrangement as part of its CAA licence. At 31 July 2025, the business held
cash of £26.0m, of which £18.1m was held in escrow. The business must hold a
minimum of £1.7m of cash outside of escrow within the business, as agreed
with the CAA.
The Holidays business repaid the Group £5.0m during the period (H1 2024:
£0.1m). The increase is due to the improved trading performance in the first
half of this year compared to the first half of the prior year, resulting in
an increase in repayment of intercompany loans to the Group during the first
half of the current year.
The Insurance Broking business reported an Available Operating Cash Flow(16)
of £24.7m (H1 2024: £13.9m). The increase of £10.8m is the result of an
increase in working capital of £11.5m which was mainly driven by the receipt
of £7.5m from AICL relating to a stop loss agreement between AICL and Saga
Services Limited. In addition, there was a reduction in capital expenditure in
the first half of the current year of £3.8m. This was partially offset by a
reduction in EBITDA in the first half of the current year of £3.6m.
The Insurance Underwriting business paid dividends to the Group of £10.0m (H1
2024: £nil), prior to the sale to Ageas(18), relating to excess solvency
capital.
Other cash flow movements
Interest and financing costs increased in the current period, predominantly
driven by the refinancing of the Group's corporate debt at the beginning of
the year at materially higher interest rates.
The Group continued to make the agreed payments to the defined benefit pension
fund as part of the deficit recovery plan of £2.9m (H1 2024: £5.8m), which
are now paid quarterly compared to the previous annual contributions. In
addition, the Group funded ring-fenced, restricted designated bank accounts,
using Available Cash(16) totalling £6.1m, over which charges have been
granted in favour of the pension trustees. Both of which are included within
other payments.
In the current period, the Group drew its £335.0m term loan (see change to
facilities within the Financing section for further details) and used the
funds to repay in full and cancel its £250.0m corporate bond and repay the
£75.0m drawn proportion and cancel the £85.0m loan facility provided by
Roger De Haan. The Group continued to make capital repayments against its
Ocean Cruise ship debt facilities, with payments totalling £12.8m (H1 2024:
£15.3m) on Spirit of Discovery's debt facility and payments totalling £15.8m
(H1 2024: £15.8m) on Spirit of Adventure's debt facility.
(16) Refer to the Alternative Performance Measures Glossary for definition and
explanation
(17) Trading EBITDA includes the line-item impact of IFRS 16 with the
corresponding impact to net finance costs included in net cash flows used in
financing activities
(18) Wholly owned UK subsidiaries of Ageas SA/NV
Statement of financial position
Goodwill
At 31 July 2025, the carrying value of the Group's goodwill associated with
the Insurance Broking business was £206.4m (31 January 2025: £206.4m).
Trading performance in the current year has been in line with expectations,
therefore the Directors concluded that there were no indicators of impairment
at 31 July 2025.
Carrying value of Ocean Cruise ships
At 31 July 2025, the carrying value of the Group's Ocean Cruise ships was
£566.5m (31 January 2025: £570.6m). Trading performance in the current year
has been very positive, and, with strong bookings for 2026/27, the Directors
concluded that there were no indicators of impairment at 31 July 2025.
Investment portfolio
Prior to its sale to Ageas(19) on 1 July 2025, the majority of the Group's
financial assets were held by its Insurance Underwriting entity and
represented premium income received and invested to settle claims and meet
regulatory capital requirements.
As a result of the sale of the Group's Insurance Underwriting business, the
amount held in invested funds decreased by £242.1m to £11.0m (31 January
2025: £253.1m). At 31 July 2025, 100% of the financial assets held by the
Group were invested with counterparties with a risk rating of BBB or above,
consistent with the prior year end, reflecting the relatively stable credit
risk rating of the Group's investment holdings.
Credit risk rating
AAA AA A BBB Unrated Total
At 31 July 2025 £m £m £m £m £m £m
Investment portfolio
Deposits with financial institutions - 3.8 7.2 - - 11.0
Total invested funds - 3.8 7.2 - - 11.0
Derivative assets - - 1.9 - - 1.9
Total financial assets - 3.8 9.1 - - 12.9
Credit risk rating
AAA AA A BBB Unrated Total
At 31 January 2025 £m £m £m £m £m £m
Investment portfolio
Deposits with financial institutions - 1.0 10.5 - - 11.5
Debt securities 22.8 53.2 52.4 50.3 - 178.7
Money market funds 62.9 - - - - 62.9
Total invested funds 85.7 54.2 62.9 50.3 - 253.1
Derivative assets - 0.2 0.9 - - 1.1
Total financial assets 85.7 54.4 63.8 50.3 - 254.2
Insurance reserves
Analysis of insurance contract liabilities at 31 July 2025 and 31 January 2025
is as follows:
At 31 July 2025 At 31 January 2025
£m Gross Reinsurance assets Net Gross Reinsurance assets Net
Incurred claims - estimate of the present value of future cash flows - - - 235.9 (88.9) 147.0
Incurred claims - risk adjustment - - - 33.7 (28.2) 5.5
Remaining coverage - excluding loss component - - - 46.3 9.3 55.6
Remaining coverage - loss component - - - 1.8 - 1.8
Total - - - 317.7 (107.8) 209.9
The Group's total insurance contract liabilities, net of reinsurance assets,
decreased by £209.9m in the period to 31 July 2025 from the previous year
end, entirely due to the sale of the Group's Insurance Underwriting business
to Ageas(19) on 1 July 2025. At 31 January 2025, these balances were included
within Liabilities directly associated with assets held for sale.
Financing
At 31 July 2025, the Group's Net Debt(20) was £515.1m, £77.7m lower than at
the start of the financial year.
Net Debt(20) is analysed as follows:
£m Maturity date(21) 31 July 31 January 2025(2)(2)
2025
5.5% Corporate bond July 2026 - 250.0
Loan facility provided by Roger De Haan April 2026 - 75.0
Term Loan January 2031 335.0 -
DDTL January 2031 - -
RCF January 2028 - -
Spirit of Discovery Ocean Cruise ship loan June 2031 130.2 143.0
Spirit of Adventure Ocean Cruise ship loan September 2032 186.0 201.8
Pre-IFRS 16 lease liabilities 4.0 2.3
Less Available Cash(20,23) (140.1) (79.3)
Net Debt(20) 515.1 592.8
Financial covenant compliance
The Group's Leverage Ratio(20), at 31 July 2025, was 4.3x (31 January 2025:
4.4x(22)), within the 8.0x covenant under the existing corporate facilities at
31 July 2025.
£m 31 July 31 January 2025(22)
2025
Net Debt(20) 515.1 592.8
Consolidated Pro Forma EBITDA(20) 118.8 134.6
Leverage Ratio(20) 4.3x 4.4x
The Group also has financial covenants associated with its Ocean Cruise ship
debt facilities, being a debt service cover ratio and an interest cover ratio.
The debt service cover ratio, at 31 July 2025, was 1.6x (31 January 2025:
1.4x), in excess of the 1.2x covenant (31 January 2025: 1.0x) under the Ocean
Cruise ship debt facilities at the same date. The interest cover ratio, at 31
July 2025, was 9.9x (31 January 2025: 7.9x), in excess of the 2.0x covenant
under the ship debt facilities at the same date.
£m 31 July 31 January 2025
2025
ST&H Group consolidated pro forma Trading EBITDA(20) 114.8 103.9
ST&H Group consolidated debt service 71.3 75.3
Debt service cover ratio 1.6x 1.4x
£m 31 July 31 January 2025
2025
ST&H Group consolidated pro forma Trading EBITDA(20) 114.8 103.9
ST&H Group consolidated total net cash interest expenses 11.6 13.1
Interest cover ratio 9.9x 7.9x
Change to facilities
Following the Groups successful refinancing, new credit facilities were
secured on 30 January 2025, with funds drawn on 27 February 2025. As a result,
the £250.0m bond was repaid in full and cancelled, alongside the £75.0m
drawings under the £85.0m loan facility provided by Roger De Haan, and the
existing £50.0m RCF, which was also cancelled.
On 15 May 2025, as a continuation of the refinancing, the Group secured
syndication of a £33.4m RCF facility, shared equally between Barclays and
NatWest, while the remaining £16.6m was reallocated to HPS Funds(24)
delayed-draw term loan (DDTL) facility, increasing its total commitment from
£100.0m to £116.6m.
The new RCF provides greater flexibility in the number of drawdowns the Group
can request and offers a more favourable interest rate. The facility is priced
at SONIA plus an initial margin of 3.5%, with the margin reducing as the Group
deleverages. The RCF also benefits from a significantly improved utilisation
process, with drawdown requests now requiring one business day's notice,
reduced from thirteen. The facility held with HPS Funds(24) remains on its
existing terms of the DDTL.
To manage interest rate exposure, the Group hedged the full £335.0m term loan
using interest rate derivatives. In June 2025, £134.0m was hedged with each
of NatWest and Barclays, with the remaining £67.0m hedge with HSBC in August
2025.
A summary of the Group's corporate debt is detailed below:
· a £335.0m term loan;
· a £116.6m DDTL, comprising:
o £100.0m initial DDTL, available to draw down for three years, from the
date of the term loan facility being drawn, and can be drawn for repayment of
amortisation of the Ocean Cruise ship debt facilities, mergers and
acquisitions and capital investments; and
o £16.6m additional DDTL, available to draw down for three years, from the
date of the term loan facility being drawn, and can be used for general
corporate purposes; and
· £33.4m RCF, which is available for three years, from the date of
the term loan facility being drawn, with the option to extend 2 years, and can
be used for general corporate purposes.
(19) Wholly owned UK subsidiaries of Ageas SA/NV
(20) Refer to the Alternative Performance Measures Glossary for definition and
explanation
(21) Maturity date represents the date the principal must be repaid, other
than the Ocean Cruise ship loans, which are repaid in instalments
2(2) Following the Group's refinancing and revised covenant definition, Net
Debt and Leverage Ratio have been updated at 31 January 2025
2(3) Refer to Note 12 of the financial statements for information as to how
this reconciled to a statutory measure of cash
(24) Certain funds, entities (or affiliates or subsidiaries of such funds or
entities) and/or accounts managed, advised or controlled by HPS Investment
Partners, LLC or its subsidiaries
Pensions
The Group's defined benefit pension scheme liability, as measured on an
International Accounting Standard 19R basis, decreased by £5.3m to a £34.5m
liability at 31 July 2025 (31 January 2025: £39.8m).
31 July 2025 31 January 2025
£m
Fair value of scheme assets 192.3 200.1
Present value of defined benefit obligation (226.8) (239.9)
Defined benefit pension scheme liability (34.5) (39.8)
The movements observed in the scheme's assets and obligations were impacted by
macroeconomic factors during the period where, at a global level, there have
been shifts in long-term market yields. The present value of defined benefit
obligations decreased by £13.1m to £226.8m, primarily as a result of
increases in bond yields over the period. The fair value of scheme assets
decreased by £7.8m, to £192.3m, reflecting the reduction in value of
matching assets held by the scheme, partially offset by a £2.9m recovery
contribution paid into the Scheme during the period. Growth asset performance
has also served to reduce the shortfall.
Net assets
Since 31 January 2025, total assets decreased by £313.0m and total
liabilities decreased by £314.1m, resulting in an overall increase in net
assets of £1.1m.
The reduction in total assets is primarily due to:
· a decrease in assets held for sale of £425.9m following the sale
of the Insurance Underwriting business in the first half of the current year;
· an increase in trade and other receivables of £10.4m;
· an increase in trust accounts of £9.3m due to seasonality in
River Cruise; and
· an increase in cash and short-term deposits of £82.8m, mainly as
a result of the strong trading performance of the Group in the first half of
the current year, along with the seasonality of our River Cruise and Holidays
businesses.
The decrease in total liabilities largely reflects:
· a decrease in liabilities held for sale of £346.9m following the
sale of the Insurance Underwriting business in the first half of the current
year;
· a decrease of £14.3m in financial liabilities, which is mainly
due to a reduction of £29.6m in bonds, bank loans and other loans, as a
result of the repayment of £28.6m of capital repayments on Spirit of
Discovery and Spirit of Adventure facilities. This has been partially offset
by an increase of £13.7m in lease liabilities following delivery of the
Spirit of the Moselle river cruise ship in the first half of the current year;
· a decrease of £5.3m in the retirement benefit scheme liability;
· an increase of £37.0m in contract liabilities due to the
seasonality and improved future bookings outlook in Travel; and
· an increase of £13.2m in trade and other payables.
Going concern
The Directors have undertaken a comprehensive assessment of the Group's
ability to continue as a going concern, evaluating the adequacy of financial
resources through to 31 October 2026.
This assessment is based on a base case scenario, supplemented by
risk-adjusted financial projections incorporating scenario analysis and stress
testing of anticipated business performance.
The base case assumes continued strong performance in the Cruise division,
driven by sustained high load factors and growth in per diems. The Holidays
business is also expected to deliver further profit growth. Within the
Insurance division, the modelling reflects the transition of the home and
motor portfolios to a partnership model designed to support long-term growth.
A severe but plausible downside scenario has also been considered, including a
reduction in Cruise load factors to 88% from current trading levels of 94% for
Ocean Cruise and 93% for River Cruise respectively, and a decrease of
approximately 2,500 touring customers per annum in the Holidays business. For
Insurance, downside risks include an increase in net underwriting rate
inflation at 2% above the market for home insurance products. Risks modelled
for the Money division include the impact of high levels of rate competition
in the savings market.
Modelling outcomes under both scenarios, assuming utilisation of the £33.4
million RCF in the downside scenario, but no drawdown of the £116.6 million
DDTL facility under either scenario, indicate that the Group expects to meet
all Ocean Cruise debt principal repayments as scheduled through October 2026.
The Group also anticipates maintaining sufficient Available Cash(25) to meet
liquidity needs throughout the assessment period.
Furthermore, the Group expects to remain in compliance with all financial
covenants, including those attached to its secured Cruise debt, the 8.8x
leverage covenant on the RCF, and the 8.0x leverage covenant applicable to
both the £335 million term loan and the £116.6 million HPS Funds(26) DDTL
facility. This provides flexibility to access the undrawn facility, if
required, to support Cruise debt repayments.
While it is acknowledged that not all future risks to trading can be predicted
with certainty, the Directors, based on the analysis and scenarios modelled,
expect the Group to have sufficient resources to meet its obligations as they
fall due through at least October 2026. Accordingly, the financial statements
for the period ended 31 July 2025 have been prepared on a going concern basis.
(25) Refer to the Alternative Performance Measures Glossary for definition and
explanation
(26) Certain funds, entities (or affiliates or subsidiaries of such funds or
entities) and/or accounts managed, advised or controlled by HPS Investment
Partners, LLC or its subsidiaries
Dividends and financial priorities for 2025/26
Dividends
Given the Group's priority of reducing Net Debt(27), the Board of Directors
does not recommend payment of an interim dividend for the 2025/26 financial
year, nor would this currently be permissible under financing arrangements and
while the ship debt facility deferred amounts are outstanding.
Financial priorities for 2025/26
The Group's financial priorities for the current financial year are to reduce
Net Debt(27) via capital-light growth, continue to build on the momentum in
our Travel businesses and optimise Insurance Broking performance ahead of the
transition to the partnership with Ageas(28).
Mark Watkins
Group Chief Financial Officer
23 September 2025
(27) Refer to the Alternative Performance Measures Glossary for definition and
explanation
(28) Wholly owned UK subsidiaries of Ageas SA/NV
Principal risks and uncertainties
The Group is subject to a number of risks and uncertainties as part of its
activities. The Board regularly considers these and seeks to ensure that
appropriate processes are in place to manage, monitor and mitigate these
risks. The Board included full details of the risk and uncertainties pertinent
to the Group on pages 49 to 52 of its Annual Report and Accounts for the year
ended 31 January 2025, available at
https://www.corporate.saga.co.uk/investors/results-reports-presentations/
(https://www.corporate.saga.co.uk/investors/results-reports-presentations/) .
Since the publication of the latest Annual Report and Accounts, the Board
reviewed the list of principal risks and uncertainties (PRUs) and the outlooks
for each. By exception, the following changes were made:
New PRUs
PRU Reason for addition
Significant Travel Disruption As the strategic importance of Saga's Travel business has increased, a new PRU
has been added to ensure the most significant Travel top risks are explicitly
considered. The level of risk exposure associated with Travel has remained
stable since the Annual Report and Accounts was published.
PRUs for which the outlook has improved
PRU Reason for change in outlook
Insurance pricing, underwriting and claims On 1 July 2025, Saga sold its Insurance Underwriting business to wholly owned
UK subsidiaries of Ageas SA/NV.
This has removed the motor and home underwriting and claims risks from the
Insurance business statement of financial position and Saga risk profile,
including the risk that insurers would not pay re-insured claims.
The change has removed significant volatility from the statement of financial
position and changed the profile of the risk, and therefore the PRU has been
re-defined as Insurance product and pricing to reflect the risk Saga is
taking.
Condensed consolidated income statement
for the period ended 31 July 2025
Unaudited Unaudited 12m to
6m to 6m to Jan 2025
Jul 2025 Jul 2024
(re-presented(1))
Note £m £m £m
Continuing operations
Revenue 3 328.2 300.6 588.3
Cost of sales 3 (163.9) (154.0) (308.8)
Gross profit 164.3 146.6 279.5
Administrative and selling expenses (125.4) (104.4) (231.8)
Increase in credit loss allowance (0.7) (0.7) (1.8)
Impairment of non-financial assets (0.3) (138.3) (162.8)
Gain on lease modification - - 0.2
Net profit on disposal of property, plant and equipment and software 0.2 0.1 0.9
Investment income 2.7 3.5 6.1
Finance costs (37.1) (23.7) (50.5)
Profit/(loss) before tax from continuing operations 3.7 (116.9) (160.2)
Tax credit/(expense) 4 2.2 1.3 (18.5)
Profit/(loss) from continuing operations 5.9 (115.6) (178.7)
(Loss)/profit from discontinued operations, net of tax(2) 18a (9.3) 9.5 13.8
Total loss for the period (3.4) (106.1) (164.9)
Attributable to:
Equity holders of the parent (3.4) (106.1) (164.9)
Loss per share:
Basic 6 (2.4p) (75.9p) (117.4p)
Diluted 6 (2.4p) (75.9p) (117.4p)
Earnings/(loss) per share from continuing operations:
Basic 6 4.2p (82.7p) (127.2p)
Diluted 6 4.2p (82.7p) (127.2p)
The accompanying Notes form part of these condensed consolidated interim
financial statements.
1 The comparative information for the period to 31 July 2024 has been
re-presented from that previously published due to the Group's decision to
divest itself of the underwriting and claims handling sections of its
Insurance business and, therefore, they have been reclassified as discontinued
operations (see Note 18a))
2 The results of discontinued operations, comprising the post-tax profit, are
shown as a single amount on the face of the income statement. An analysis of
this amount is presented in Note 18a
Condensed consolidated statement of comprehensive income
for the period ended 31 July 2025
Unaudited Unaudited 12m to
6m to 6m to Jan 2025
Jul 2025 Jul 2024
£m £m £m
Loss for the period (3.4) (106.1) (164.9)
Other comprehensive income
Other comprehensive income that may be reclassified to the income statement in
subsequent periods from continuing operations
Net (losses)/gains on hedging instruments during the period (1.0) (0.8) 6.0
Recycling of previous losses/(gains) to income statement on matured hedges 0.3 0.4 (3.3)
Total net (losses)/gains on cash flow hedges (0.7) (0.4) 2.7
Associated tax effect - - (0.3)
Total other comprehensive (losses)/income with recycling to income statement (0.7) (0.4) 2.4
from continuing operations
Other comprehensive income that will not be reclassified to the income
statement in subsequent periods from continuing operations
Remeasurement gains/(losses) on defined benefit plan 3.4 (3.4) 4.6
Associated tax effect - 0.9 (12.0)
Total other comprehensive gains/(losses) without recycling to income statement 3.4 (2.5) (7.4)
from continuing operations
Total other comprehensive gains/(losses) from continuing operations 2.7 (2.9) (5.0)
Total comprehensive losses for the period (0.7) (109.0) (169.9)
Attribute to:
Equity holders of the parent (0.7) (109.0) (169.9)
Arising from:
Continuing operations 8.6 (118.5) (183.7)
Discontinued operations (9.3) 9.5 13.8
(0.7) (109.0) (169.9)
The accompanying Notes form part of these condensed consolidated interim
financial statements.
Condensed consolidated statement of financial position
For the period ended 31 July 2025
Unaudited Unaudited As at
As at As at 31 Jan 2025
31 Jul 2025 31 Jul 2024
Note £m £m £m
Assets
Goodwill 7 206.4 206.4 206.4
Intangible assets 8 33.9 63.8 34.3
Property, plant and equipment 9 579.7 583.6 582.8
Right-of-use assets 10 37.8 28.6 24.9
Financial assets 11 12.9 257.8 12.6
Current tax assets 1.2 4.6 0.4
Deferred tax assets 4 - 51.4 -
Reinsurance contract assets 14 - 173.7 -
Inventories 8.2 7.9 8.3
Trade and other receivables 154.1 144.4 143.7
Trust and escrow accounts 18.1 56.6 8.8
Cash and short-term deposits 12 212.0 109.3 129.2
Assets held for sale 18 11.0 17.4 436.9
Total assets 1,275.3 1,705.5 1,588.3
Liabilities
Retirement benefit scheme liability 13 34.5 46.5 39.8
Insurance contract liabilities 14 - 396.3 -
Provisions 23.9 2.4 21.7
Financial liabilities 11 675.8 727.9 690.1
Deferred tax liabilities 4 - 17.6 -
Contract liabilities 213.8 190.7 176.8
Trade and other payables 268.5 207.7 255.3
Liabilities directly associated with assets held for sale - - 346.9
Total liabilities 1,216.5 1,589.1 1,530.6
Equity
Issued capital 16 21.7 21.5 21.5
Share premium 648.3 648.3 648.3
Own shares held reserve (1.6) (1.4) (1.4)
Retained deficit (618.8) (559.6) (620.2)
Share-based payment reserve 10.4 10.9 10.0
Hedging reserve (1.2) (3.3) (0.5)
Total equity 58.8 116.4 57.7
Total equity and liabilities 1,275.3 1,705.5 1,588.3
The accompanying Notes form part of these condensed consolidated interim
financial statements.
Condensed consolidated statement of changes in equity
For the period ended 31 July 2025
Attribute to the equity holders of the parent
Issued capital Share premium Own shares held reserve Retained (deficit)/ Share-based payment reserve Hedging reserve Total equity
earnings
£m £m £m £m £m £m £m
Unaudited
At 1 February 2025 21.5 648.3 (1.4) (620.2) 10.0 (0.5) 57.7
Profit for the period from continuing operations - - - 5.9 - - 5.9
Loss for the period from discontinued operations - - - (9.3) - - (9.3)
Loss for the period - - - (3.4) - - (3.4)
Other comprehensive gains/(losses) excluding recycling from continuing - - - 3.4 - (1.0) 2.4
operations
Recycling of previous losses to the income statement from continuing - - - - - 0.3 0.3
operations
Total comprehensive losses - - - - - (0.7) (0.7)
Issue of share capital (Note 16) 0.2 - (0.2) - - - -
Share-based payment charge - - - - 1.9 - 1.9
Transfer upon vesting of share options - - - 1.4 (1.5) - (0.1)
At 31 July 2025 21.7 648.3 (1.6) (618.8) 10.4 (1.2) 58.8
Unaudited
At 1 February 2024 21.3 648.3 (1.2) (452.5) 10.5 (2.9) 223.5
Loss for the period from continuing operations - - - (115.6) - - (115.6)
Profit for the period from discontinued operations - - - 9.5 - - 9.5
Loss for the period - - - (106.1) - - (106.1)
Other comprehensive losses excluding recycling from continuing operations - - - (2.5) - (0.8) (3.3)
Recycling of previous losses to the income statement from continuing - - - - - 0.4 0.4
operations
Total comprehensive losses - - - (108.6) - (0.4) (109.0)
Issue of share capital (Note 16) 0.2 - (0.2) - - - -
Share-based payment charge - - - - 1.9 - 1.9
Transfer upon vesting of share options - - - 1.5 (1.5) - -
At 31 July 2024 21.5 648.3 (1.4) (559.6) 10.9 (3.3) 116.4
The accompanying Notes form part of these condensed consolidated interim
financial statements.
Issued capital Share premium Own shares held reserve Retained (deficit)/ Share-based payment reserve Hedging reserve Total equity
earnings
£m £m £m £m £m £m £m
At 1 February 2024 21.3 648.3 (1.2) (452.5) 10.5 (2.9) 223.5
Loss for the period from continuing operations - - - (178.7) - - (178.7)
Profit for the period from discontinued operations - - - 13.8 - - 13.8
Loss for the period - - - (164.9) - - (164.9)
Other comprehensive (losses)/gains excluding recycling from continuing - - - (7.4) - 5.2 (2.2)
operations
Recycling of previous gains to the income statement from continuing operations - - - - - (2.8) (2.8)
Total comprehensive (losses)/income - - - (172.3) - 2.4 (169.9)
Issue of share capital (Note 16) 0.2 - (0.2) - - - -
Share-based payment charge - - - - 4.2 - 4.2
Transfer upon vesting of share options - - - 4.6 (4.7) - (0.1)
At 31 January 2025 21.5 648.3 (1.4) (620.2) 10.0 (0.5) 57.7
The accompanying Notes form part of these condensed consolidated interim
financial statements.
Condensed consolidated statement of cash flows
for the period ended 31 July 2025
Unaudited Unaudited 12m to
6m to 6m to Jan 2025
Jul 2025 Jul 2024
Note £m £m £m
Profit/(loss) before tax from continuing operations 3.7 (116.9) (160.2)
(Loss)/profit before tax from discontinued operations (7.4) 12.9 19.1
Loss before tax (3.7) (104.0) (141.1)
Depreciation, impairment and profit on disposal, of property, plant and 14.7 14.7 29.8
equipment and right-of-use of software
Amortisation and impairment of intangible assets and goodwill 3.5 143.0 176.8
Loss on disposal of assets held for sale 18a 23.9 - -
Impairment of assets held for sale 18b - - 0.4
Gain on lease modification - - (0.2)
Share-based payment transactions 1.9 1.9 4.2
Net finance expense from insurance contracts 14 5.3 4.9 15.5
Net finance income from reinsurance contracts 14 (2.2) (3.2) (7.3)
Finance costs 37.1 23.7 50.5
Interest income from investments (7.3) (9.2) (17.3)
(Increase)/decrease in trust and escrow accounts (9.3) (18.7) 29.1
Movements in other assets and liabilities 15.9 3.1 (1.2)
79.8 56.2 139.2
Investment income interest received 5.0 6.5 12.1
Interest paid (42.8) (19.9) (41.7)
Income tax received 0.4 - 3.6
Net cash flows from operating activities 42.4 42.8 113.2
Investing activities
Proceeds from sale of property, plant and equipment 0.3 0.1 0.9
Purchase of, and payments for the construction of, property, plant and (11.6) (9.9) (20.1)
equipment, and intangible assets
Disposal of financial assets 25.8 6.7 45.5
Purchase of financial assets - - (11.5)
Disposal of subsidiary 18a 57.9 - -
Cash and cash equivalents disposed of with subsidiary 18a (84.4) - -
Net cash flows (used in)/from investing activities (12.0) (3.1) 14.8
Financing activities
Payment of principle portion of lease liabilities (3.1) (3.6) (7.3)
Proceeds from borrowings 15 335.0 75.0 95.0
Repayment of borrowings 15 (353.6) (181.1) (232.2)
Net cash flows used in financing activities (21.7) (109.7) (144.5)
Net increase/(decrease) in cash and cash equivalents 8.7 (70.0) (16.5)
Cash and cash equivalents at the start of the period 203.1 219.6 219.6
Cash and cash equivalents at the end of the period 13 211.8 149.6 203.1
The accompanying Notes form part of these condensed consolidated interim
financial statements.
Notes to the condensed consolidated interim financial statements
1 Corporate information
Saga plc (the Company) is a public limited company incorporated and domiciled
in the United Kingdom under the Companies Act 2006 (registration number
08804263). The Company is registered in England and its registered office is
located at 3 Pancras Square, London N1C 4AG.
The condensed consolidated interim financial statements of Saga plc and the
entities controlled by the Company (its subsidiaries, collectively Saga Group
or the Group) for the six-month period ended 31 July 2025 were authorised for
issue in accordance with a resolution of the Directors on 23 September 2025.
2.1 Basis of preparation
These financial statements comprise the condensed consolidated interim
financial statements (the financial statements) of the Group for the six-month
period to 31 July 2025.
The financial statements are prepared on a going concern basis and on a
historical cost basis, except as otherwise stated. The Group reviewed the
appropriateness of the going concern basis in preparing the financial
statements, as set out in Note 2.7. The Directors concluded that it remains
appropriate to adopt the going concern basis in preparing the financial
statements.
The Group's financial statements are presented in pounds sterling which is
also the parent company's functional currency, and all values are rounded to
the nearest hundred thousand (£m), except when otherwise indicated.
The financial statements are prepared in accordance with the Disclosure and
Transparency Rules (DTR) of the Financial Conduct Authority (FCA) and in
accordance with International Accounting Standard (IAS) 34 'Interim Financial
Reporting' as adopted for use in the UK. The material accounting policies
applied by the Group are set out in the Annual Report and Accounts for the
year ended 31 January 2025, as referenced in Note 2.3. These are consistent
with International Financial Reporting Standards (IFRS), as issued by the
International Accounting Standards Board and adopted by the UK Endorsement
Board for use in the United Kingdom.
The financial statements are unaudited but have been reviewed by KPMG LLP and
include their review conclusion. The financial statements do not constitute
statutory accounts as defined in Section 434 of the Companies Act 2006. The
results from the year ended 31 January 2025 were taken from the Group's Annual
Report and Accounts for that year. Therefore, these financial statements
should be read in conjunction with the Annual Report and Accounts for the year
ended 31 January 2025 that were prepared in accordance with UK-adopted
International Accounting Standards and applicable UK law.
Statutory financial statements for the year ended 31 January 2025 were
delivered to the Registrar of Companies. The auditor's report on those
financial statements: (i) was unqualified; (ii) did not include a reference to
any matters to which the auditor drew attention by way of emphasis without
qualifying their report; and (iii) did not constitute a statement under
Section 498 (2) or (3) of the Companies Act 2006.
2.2 Basis of consolidation
The financial statements comprise the financial position and results of each
of the companies within the Group. Where necessary, adjustments were made to
the financial position and results of subsidiaries to bring the accounting
policies used into line with those used by the Group. All intra-group
transactions, balances, income and expenses were eliminated on consolidation.
The policies set out below were applied consistently throughout the periods
presented to items considered material to the condensed consolidated interim
financial statements.
2.3 Summary of material accounting policies
The financial statements for the period ended 31 July 2025 were prepared,
applying the same material accounting policies that were applied in the
preparation of the Group's published consolidated financial statements for the
year ended 31 January 2025.
Full details of the accounting policies of the Group can be found in the
Annual Report and Accounts for the year ended 31 January 2025, available at
www.corporate.saga.co.uk (http://www.corporate.saga.co.uk) .
2.4 Standards issued but not yet effective
The following is a list of standards, and amendments to standards, that are in
issue but are not effective or adopted as at 31 July 2025.
a) IFRS 18 'Presentation and Disclosures in Financial Statements'
IFRS 18 includes requirements for all entities applying IFRS for the
presentation and disclosure of information in financial statements. IFRS 18
will replace IAS 1 'Presentation of Financial Statements'. IFRS 18 introduces
three defined categories for income and expenses: operating, investing and
financing; to improve the structure of the income statement, and requires all
companies to provide new defined subtotals, including operating profit. The
standard is effective for annual reporting periods beginning on, or after, 1
January 2027. The impact of this standard on the Group's financial statements
is still being assessed. The standard is not currently endorsed by the UK
Endorsement Board.
b) Amendments to IFRS 9 and IFRS 7 regarding the classification and
measurement of financial instruments
The amendments address matters identified during the post-implementation
review of the classification and measurement requirements of IFRS 9 'Financial
Instruments'. The standard is effective for annual reporting periods beginning
on, or after, 1 January 2026. The amendments are not expected to have a
material impact on the Group's financial statements. These amendments have
been endorsed by the UK Endorsement Board.
c) Annual improvements to IFRS - Volume 11
The amendments include clarifications, simplifications, corrections and
changes aimed at improving the consistency of several IFRS. The amendments are
effective for annual periods beginning on or after 1 January 2026, with
earlier application permitted. The amendments are not expected to have a
material impact on the Group's financial statements. These improvements have
been endorsed by the UK Endorsement Board.
2.5 First time adoption of new standards and amendments
The following is a list of standards, and amendments to standards, that became
effective, or were adopted, for the first time during the period ended 31 July
2025.
a) Lack of exchangeability (amendments to International Accounting
Standard (IAS) 21 'The Effects of Changes in Foreign Exchange Rates')
The amendments contain guidance to specify when a currency is exchangeable and
how to determine the exchange rate when it is not. The amendments are
effective for annual reporting periods beginning on, or after, 1 January 2025.
The amendments had no effect on the Group's financial statements.
2.6 Significant accounting judgements, estimates and assumptions
Full details of significant accounting judgements, estimates and assumptions
used in the application of the Group's accounting policies can be found in the
Annual Report and Accounts for the year ended 31 January 2025, available at
www.corporate.saga.co.uk (http://www.corporate.saga.co.uk) . There were no
changes to the principles in these critical accounting estimate and judgement
areas during the six months ended 31 July 2025.
2.7 Going concern
The Directors have undertaken a comprehensive assessment of the Group's
ability to continue as a going concern, evaluating the adequacy of financial
resources through to 31 October 2026.
This assessment is based on a base case scenario, supplemented by
risk-adjusted financial projections incorporating scenario analysis and stress
testing of anticipated business performance.
The base case assumes continued strong performance in the Cruise division,
driven by sustained high load factors and growth in per diems. The Holidays
business is also expected to deliver further profit growth. Within the
Insurance division, the modelling reflects the transition of the motor and
home portfolios to a partnership model designed to support long-term growth.
A severe but plausible downside scenario has also been considered, including a
reduction in load factors to 88% from current trading levels of 94% for Ocean
Cruise and 93% for River Cruise respectively, and a decrease of approximately
2,500 touring customers per annum in the Holidays business. For Insurance,
downside risks include an increase in net underwriting rate inflation at 2%
above the market for Home insurance products. Risks modelled for the Money
division include the impact of high levels of rate competition in the savings
market.
Modelling outcomes under both scenarios-assuming utilisation of the £34.4
million Revolving Credit Facility (RCF) in the downside scenario, but no
drawdown of the £116.6 million delayed-draw term loan (DDTL) facility under
either scenario-indicate that the Group expects to meet all Ocean Cruise debt
principal repayments as scheduled through October 2026. The Group also
anticipates maintaining sufficient Available Cash(3) to meet liquidity needs
throughout the assessment period.
Furthermore, the Group expects to remain in compliance with all financial
covenants, including those attached to its secured Cruise debt, the 8.8x
leverage covenant on the RCF, and the 8.0x leverage covenant applicable to
both the £335 million term loan and the £116.6 million HPS Investment
Partners, LLC or its subsidiaries (HPS Funds), DDTL facility. This provides
flexibility to access the undrawn facility, if required, to support Cruise
debt repayments.
While it is acknowledged that not all future risks to trading can be predicted
with certainty, the Directors, based on the analysis and scenarios modelled,
expect the Group to have sufficient resources to meet its obligations as they
fall due through at least October 2026. Accordingly, the financial statements
for the period ended 31 July 2025 have been prepared on a going concern basis.
3 Refer to the Alternative Performance Measures Glossary for definition and
explanation
3 Segmental information
For management purposes, the Group is organised into business units based on
their products and services. The Group has three reportable operating segments
as follows:
· Travel: comprises the operation and delivery of Ocean and River Cruise
holidays (Cruise), as well as package tour and other holiday products
(Holidays). The Group owns and operates two Ocean Cruise ships. All other
holiday and River Cruise products are packaged together with third-party
supplied accommodation, flights and other transport arrangements.
· Insurance: comprises the provision of general insurance products. Revenue
is derived primarily from insurance premiums and broking revenues. The segment
is further analysed into three product sub-segments:
o Motor broking
o Home broking
o Other broking
The results of the Group's underwriting and claims handling businesses have
been classified as discontinued operations following the announcement of the
agreed sale of the Group's Insurance Underwriting business, and are no longer
shown in the tables below (see Note 18a for further details).
· Other Businesses and Central Costs: comprises the Group's other
businesses and its central cost base. The other businesses primarily include
Saga Money (the personal finance product offering), Saga Publishing and the
Group's mailing and printing business, CustomerKNECT.
Segment performance is evaluated using the Group's key performance measure of
Underlying Profit Before Tax(4). Items not allocated to a segment relate to
transactions that do not form part of the ongoing segment performance or which
are managed at a Group level.
All revenue is generated solely in the UK.
Transfer prices between operating segments are set on an arm's-length basis in
a manner similar to transactions with third parties. Segment income, expenses
and results include transfers between business segments which are then
eliminated on consolidation.
Seasonality
The Group is subject to seasonal fluctuations in both its Insurance and Travel
segments, resulting in varying profits over each quarter.
The Insurance segment experiences increased motor insurance sales in the month
of March and, to a lesser degree, September due to the issue of new vehicle
registration plates; and increased home insurance sales in March, June and
September coinciding with the historic quarter days. In the motor Insurance
Underwriting business, a greater proportion of claims are notified in the
second half of the financial year.
Typically, increased holiday departures in the shoulder months of May, June
and September and low departure volumes during July and August create seasonal
fluctuations in the profit of the Cruise and Travel segment.
Unaudited Travel Insurance
6m to £m
Jul 2025
Motor broking Home broking Other broking Total Other Adjustments Total
£m £m £m £m Businesses
£m
£m
and Central
Costs
£m
Continuing operations
Revenue 246.7 30.9 15.9 24.9 71.7 12.4 (2.6) 328.2
Cost of sales (159.0) - - - - (4.9) - (163.9)
Gross profit/(loss) 87.7 30.9 15.9 24.9 71.7 7.5 (2.6) 164.3
Administrative and selling expenses (42.2) (28.9) (14.3) (15.1) (58.3) (28.2) 2.6 (126.1)
Impairment of assets (0.1) (0.2) - - (0.2) - - (0.3)
Net profit/(loss) on disposal of property, plant and equipment 0.3 (0.1) - - (0.1) - - 0.2
Investment income 1.0 0.3 - - 0.3 1.4 - 2.7
Finance costs (8.9) - - - - (28.2) - (37.1)
Profit/(loss) before tax 37.8 2.0 1.6 9.8 13.4 (47.5) - 3.7
Reconciliation to Underlying Profit/(Loss) Before Tax(4)
Profit/(loss) before tax 37.8 2.0 1.6 9.8 13.4 (47.5) - 3.7
Net fair value loss on derivative financial instruments 0.4 - - - - - - 0.4
Impairment of assets and loss on disposal 0.1 0.3 - - 0.3 - - 0.4
Amortisation of fees and costs on Roger De Haan loan facility - - - - - 4.6 - 4.6
Amortisation of fees and costs relating to early repayment of unsecured loan - - - - - 3.0 - 3.0
notes
Restructuring costs 2.1 - - - - 12.7 - 14.8
Foreign exchange movement on lease liabilities 0.8 - - - - - - 0.8
Affinity Partnership transition - 2.9 - - 2.9 - - 2.9
Release of deferred revenue on three-year fixed-price product - (6.2) - - (6.2) - - (6.2)
Onerous contract provision - - (1.3) - (1.3) - - (1.3)
Ocean Cruise dry dock costs 0.3 - - - - - - 0.3
IFRS 16 lease accounting adjustment on River Cruise vessels 0.1 - - - - - - 0.1
Underlying Profit/(Loss) Before Tax(4) 41.6 (1.0) 0.3 9.8 9.1 (27.2) - 23.5
Unaudited Travel Insurance
6m to £m
Jul 2024
(re-presented(5))
Motor broking Home broking Other broking Total Other Adjustments Total
£m £m £m £m Businesses
£m
£m
and Central
Costs
£m
Continuing operations
Revenue 226.8 22.7 21.0 20.2 63.9 12.3 (2.4) 300.6
Cost of sales (149.7) - - - - (4.3) - (154.0)
Gross profit/(loss) 77.1 22.7 21.0 20.2 63.9 8.0 (2.4) 146.6
Administrative and selling expenses (38.1) (21.7) (15.4) (14.7) (51.8) (17.6) 2.4 (105.1)
Impairment of assets - - - - - - (138.3) (138.3)
Net profit on disposal of property, plant and equipment 0.1 - - - - - - 0.1
Investment income 0.8 0.5 - - 0.5 2.2 - 3.5
Finance costs (9.5) - - - - (14.2) - (23.7)
Profit/(loss) before tax 30.4 1.5 5.6 5.5 12.6 (21.6) (138.3) (116.9)
Reconciliation to Underlying Profit/(Loss) Before Tax(4)
Profit/(loss) before tax 30.4 1.5 5.6 5.5 12.6 (21.6) (138.3) (116.9)
Net fair value loss on derivative financial instruments 0.6 - - - - - - 0.6
Impairment of Insurance Broking goodwill - - - - - - 138.3 138.3
Amortisation of fees and costs on Roger De Haan loan facility - - - - - 1.2 - 1.2
Restructuring costs 0.6 1.2 - - 1.2 2.3 - 4.1
Foreign exchange movement on lease liabilities (0.5) - - - - - - (0.5)
Onerous contract provision - (2.1) - - (2.1) - - (2.1)
IFRS 16 lease accounting adjustment on River Cruise vessels 0.1 - - - - - - 0.1
Underlying Profit/(Loss) Before Tax(4) 31.2 0.6 5.6 5.5 11.7 (18.1) - 24.8
12m to Travel Insurance
Jan 2025 £m
Motor broking Home broking Other broking Total Other Adjustments Total
£m £m £m £m Businesses
£m
£m
and Central
Costs
£m
Continuing operations
Revenue 453.9 45.9 31.8 36.7 114.4 24.6 (4.6) 588.3
Cost of sales (300.0) - - - - (8.8) - (308.8)
Gross profit/(loss) 153.9 45.9 31.8 36.7 114.4 15.8 (4.6) 279.5
Administrative and selling expenses (75.3) (60.7) (31.0) (28.1) (119.8) (43.1) 4.6 (233.6)
Impairment of assets - (21.3) - - (21.3) (3.2) (138.3) (162.8)
Gain on lease modification - - - - - 0.2 - 0.2
Net profit on disposal of property, plant and equipment 0.9 - - - - - - 0.9
Investment income 1.5 0.9 - - 0.9 3.7 - 6.1
Finance costs (20.2) - - - - (30.3) - (50.5)
Profit/(loss) before tax 60.8 (35.2) 0.8 8.6 (25.8) (56.9) (138.3) (160.2)
Reconciliation to Underlying Profit/(Loss) Before Tax(4)
Profit/(loss) before tax 60.8 (35.2) 0.8 8.6 (25.8) (56.9) (138.3) (160.2)
Net fair value loss on derivative financial instruments 0.3 - - - - - - 0.3
Impairment of Insurance Broking goodwill - - - - - - 138.3 138.3
Impairment of assets - 21.3 - - 21.3 3.2 - 24.5
Amortisation of fees and costs on Roger De Haan loan facility - - - - - 3.5 - 3.5
Restructuring costs 0.9 18.2 - - 18.2 9.3 - 28.4
Foreign exchange movement on lease liabilities (0.6) - - - - - - (0.6)
Onerous contract provision - (3.1) 1.3 - (1.8) - - (1.8)
Profit share on cessation of private medical insurance (PMI) contract - - - 2.6 2.6 - - 2.6
Ocean Cruise customer compensation and dry dock costs 1.7 - - - - - - 1.7
IFRS 16 lease accounting adjustment on River Cruise vessels 0.5 - - - - - - 0.5
Underlying Profit/(Loss) Before Tax(4) 63.6 1.2 2.1 11.2 14.5 (40.9) - 37.2
a) Disaggregation of revenue
Unaudited
6m to Jul 2025
Major product lines Travel Insurance Other Total
£m £m Businesses £m
and Central
Costs
£m
Continuing operations
Ocean Cruise 130.9 130.9
River Cruise and Holidays 115.8 115.8
Motor broking 30.9 30.9
Home broking 15.9 15.9
Other broking 24.9 24.9
Money 3.0 3.0
Publishing and CustomerKNECT 6.3 6.3
Other 0.5 0.5
246.7 71.7 9.8 328.2
Unaudited
6m to Jul 2024
(re-presented(5))
Major product lines Travel Insurance Other Total
£m £m Businesses £m
and Central
Costs
£m
Continuing operations
Ocean Cruise 121.5 121.5
River Cruise and Holidays 105.3 105.3
Motor broking 22.7 22.7
Home broking 21.0 21.0
Other broking 20.2 20.2
Money 2.8 2.8
Publishing and CustomerKNECT 6.8 6.8
Other 0.3 0.3
226.8 63.9 9.9 300.6
12m to Jan 2025
Major product lines Travel Insurance Other Total
£m £m Businesses £m
and Central
Costs
£m
Continuing operations
Ocean Cruise 236.7 236.7
River Cruise and Holidays 217.2 217.2
Motor broking 45.9 45.9
Home broking 31.8 31.8
Other broking 36.7 36.7
Money 5.6 5.6
Publishing and CustomerKNECT 13.9 13.9
Other 0.5 0.5
453.9 114.4 20.0 588.3
( )
(4) Refer to the Alternative Performance Measures Glossary for definition and
explanation
5 The comparative information for the period to 31 July 2024 has been
re-presented from that previously published due to the Group's decision to
divest itself of the underwriting and claims handling sections of its
Insurance business and, therefore, they have been reclassified as discontinued
operations (see Note 18a))
4 Tax
The major components of the income tax (credit)/expense are:
Unaudited Unaudited 12m to
6m to 6m to Jan 2025
Jul 2025 Jul 2024
(re-presented(6))
£m £m £m
Continuing operations
Condensed consolidated income statement
Current income tax
Current income tax credit (2.4) (1.0) (0.5)
Adjustments in respect of previous periods 0.2 0.2 0.9
(2.2) (0.8) 0.4
Deferred tax
Relating to origination and reversal of temporary differences - - 19.0
Adjustments in respect of previous periods - (0.5) (0.9)
- (0.5) 18.1
Tax (credit)/expense in the income statement (2.2) (1.3) 18.5
The Group's tax credit relating to continuing operations for the period was
£2.2m (July 2024: £1.3m credit) on profits from continuing operations of
£3.7m (July 2024: loss of £116.9m). Excluding profits from the Ocean Cruise
business (which falls under the tonnage tax regime), and before the impairment
of goodwill in the period to 31 July 2024, this represents an effective tax
rate of 7.3% (July 2024: 21.0%). In both the current and prior periods, the
difference between the Group's tax effective rate and the standard rate of
corporation tax, was mainly due to the Group's Ocean Cruise business being in
the tonnage tax regime. In addition, in the current period, it is also due to
£138.4m (July 2024: £47.2m) of corporation tax losses carried forward at 31
July 2025 not being considered recoverable and, therefore, no deferred tax
asset was recognised for these losses.
Adjustments in respect of previous periods include adjustments for the
under-provision of the tax expense in prior periods of £0.2m (July 2024:
£0.3m over-provision).
Reconciliation of net deferred tax assets
Unaudited Unaudited 12m to
6m to 6m to Jan 2025
July 2025 Jul 2024
(re-presented(6))
£m £m £m
At 1 February - 34.8 34.8
Tax credit/(expense) recognised in the income statement from continuing - 0.5 (18.1)
operations
Tax credit/(expense) recognised in other comprehensive income (OCI) from - 0.9 (12.3)
continuing operations
Deferred tax expense attributable to discontinued operations (2.4) (4.8)
Amounts transferred to assets held for sale - 0.4
At the end of the period - 33.8 -
Net deferred tax assets, reflected at 25%, are expected to be normally settled
in more than 12 months.
The Group has tax losses which arose in the UK of £138.4m (July 2024:
£47.2m) that are available indefinitely for offsetting against future taxable
profits of the companies in which the losses arose. Deferred tax assets have
not been recognised in respect of these losses as they may not be used to
offset taxable profits elsewhere in the Group. They have arisen due to the
Group's Ocean Cruise business being in the tonnage tax regime, meaning that
taxable profits in the Group's non-Ocean Cruise businesses would be required
to recognise deferred tax assets, and there are no other tax planning
opportunities or other evidence of recoverability in the near future. In
addition, all other net timing differences were considered not to be
recoverable, therefore no net deferred tax assets have been recognised in
respect of the continuing business at 31 July 2025, for the same reason as
deferred tax assets were not recognised on tax losses. If the Group were
able to recognise all unrecognised net deferred tax assets then profit for the
period would be £1.5m lower (July 2024 - £nil) and movements through OCI
would be £0.7m lower (July 2024 - £nil).
The Group is in scope of the Pillar Two rules because its consolidated revenue
has exceeded the annual €750 million threshold in two of the last four
financial years. The Group have applied the mandatory deferred tax exemption
as prescribed by the IASB's amendments to IAS12. The majority of the Group's
profits are within the charge to Tonnage Tax and therefore the Group consider
the financial impact of Pillar Two will be limited.
(6) The comparative information for the period to 31 July 2024 has been
re-presented from that previously published due to the Group's decision to
divest itself of the underwriting and claims handling sections of its
Insurance business and, therefore, they have been reclassified as discontinued
operations (see Note 18a))
5 Dividends
No ordinary dividends were declared, nor paid, during the current and prior
periods.
The distributable reserves of Saga plc as at 31 July 2025 are equal to the
retained earnings reserve. If necessary, its subsidiary companies hold
significant reserves from which a dividend could be paid. Subsidiary
distributable reserves are available immediately, with the exception of
companies within the River Cruise and Holidays businesses, which require
regulatory approval before any dividends can be declared and paid. Under the
terms of the Ocean Cruise ship debt facilities, dividends remain restricted
until the ship debt principal repayments that were deferred as part of the
ship debt repayment holiday are fully repaid (Note 15). In addition, under the
terms of the RCF, dividends also remain restricted while leverage is above
3.25x.
6 Loss per share
Basic loss per share is calculated by dividing the loss after tax for the
period attributable to ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the period. Diluted loss
per share is calculated by also including the weighted average number of
ordinary shares that would be issued on conversion of all potentially dilutive
options.
There were no transactions involving ordinary shares, or potential ordinary
shares, between the reporting date and the date of authorisation of these
financial statements.
The calculation of basic and diluted loss per share is as follows:
Unaudited Unaudited
6m to 6m to 12m to
Jul 2025 Jul 2024 Jan 2025
£m £m £m
Loss attributable to ordinary equity holders (3.4) (106.1) (164.9)
Profit/(loss) from continuing operations 5.9 (115.6) (178.7)
Weighted average number of ordinary shares 'm 'm 'm
Ordinary shares as at 1 February 140.5 139.8 139.8
Deferred Bonus Plan (DBP) share options exercised 0.2 - 0.2
Restricted Share Plan (RSP) share options exercised 0.3 - 0.5
Ordinary shares as at the end of the period 141.0 139.8 140.5
Weighted average number of ordinary shares for 141.0 139.8 140.5
basic loss per share and diluted loss per share
Basic loss per share (2.4p) (75.9p) (117.4p)
Basic earnings/(loss) per share from continuing operations 4.2p (82.7p) (127.2p)
Diluted loss per share (2.4p) (75.9p) (117.4p)
Diluted earnings/(loss) per share from continuing operations 4.2p (82.7p) (127.2p)
The table below reconciles between basic loss per share and Underlying Basic
Earnings Per Share(7)
Unaudited Unaudited 6m to
6m to Jul 2024 12m to
Jul 2025 Jan 2025
Basic loss per share (2.4p) (75.9p) (117.4p)
Adjusted for:
Net fair value loss on derivative financial instruments 0.3p 0.4p 0.3p
Impairment of assets 0.3p - 25.6p
Impairment of Insurance Broking goodwill - 98.9p 98.4p
Onerous contract provision 2.1p (7.1p) (12.3p)
Profit share on cessation of PMI contract - - 2.2p
Amortisation of fees and costs on Roger De Haan loan facility 3.3p 0.9p 3.0p
Loss on disposal of subsidiary 17.0p - -
Amortisation of fees and costs relating to early repayment of unsecured loan 2.1p - -
notes
Affinity Partnership transition 2.0p - -
Release of deferred revenue on three-year fixed-price product (4.4p) - -
Write-off of written to earned adjustment (2.5p) - -
Foreign exchange movement on lease liabilities 0.5p (0.3p) (0.5p)
Fair value gains on debt securities (1.6p) (1.9p) (4.3p)
Changes in underwriting discount rates on non-PPO liabilities 0.1p (0.2p) (0.5p)
Restructuring costs 10.6p 3.1p 26.9p
Ocean Cruise customer compensation and dry dock costs 0.2p - 1.4p
IFRS 16 lease accounting adjustment on River Cruise vessels 0.1p - 0.4p
Underlying Basic Earnings Per Share(7) 27.7p 17.9p 23.2p
( )
(7) Refer to the Alternative Performance Measures Glossary for definition and
explanation
7 Goodwill
Goodwill acquired through business combinations was allocated to Cash
Generating Units (CGUs) for the purpose of impairment testing. The carrying
value of goodwill by CGU is as follows:
Unaudited Unaudited
As at As at As at Jan 2025
31 Jul 2025 31 Jul 2024
£m £m £m
Insurance Broking 206.4 206.4 206.4
206.4 206.4 206.4
The Group tests all goodwill balances for impairment at least annually, and
twice-yearly if indicators of impairment exist at the interim reporting date
of 31 July. The impairment test compares the recoverable amount of each CGU to
the carrying value of its net assets including the value of the allocated
goodwill.
As a result of the impact of the FCA's GIPP market study on trading in recent
years, and against the background of a highly competitive motor insurance
market, the Group saw a fall in policy volumes in the year to 31 January 2025.
In the year to 31 January 2025, high net rate inflation from the Group's
underwriting panel continued to have an adverse impact on the expected future
profitability of the Insurance business. In December 2024, the Group announced
it had entered into a binding agreement with wholly owned subsidiaries in the
UK of Ageas SA/NV (Ageas), to establish a 20-year partnership for motor and
home insurance (the Affinity Partnership) which is expected to impact future
cash flows of the business. Management considered these trading impacts to
constitute indicators of impairment and, therefore, conducted full impairment
reviews of the Insurance Broking CGU at 31 July 2024 and 31 January 2025. At
31 July 2024, the Group determined that the recoverable amount of the goodwill
was below the carrying value, and so the Directors took the decision to impair
the goodwill by £138.3m, based on a probability-weighted assessment of the
base and stressed forecast cash flows modelled.
At the assessment conducted as at 31 January 2025, forecast cash flows
consistent with the latest five-year plan and further stress tests, were
modelled. After applying a probability weighting to the base and stressed
forecast cash flows modelled, management concluded that no further impairment
of goodwill was required as at 31 January 2025, leaving the total impairment
charge for the year at £138.3m.
At the assessment conducted as at 31 January 2025, the recoverable amount of
the Insurance Broking CGU was determined based on a value-in-use calculation
using nominal cash flow projections from the Group's latest five-year
financial forecasts to 2029/30, which were derived using past experience of
the Group's trading, combined with the anticipated impact of changes in
macroeconomic and regulatory factors and the expected impact of the transition
to the Affinity Partnership. A terminal value was calculated using the Gordon
Growth Model based on the fifth year of those projections and a terminal
growth rate calculated using an assumption of 2.0% (July 2024: 2.0%) as the
expected long-term target rate of inflation for the UK economy. The cash flows
were then discounted to present value using a suitably risk-adjusted nominal
discount rate based on a market-participant view of the cost of capital and
debt relevant to the insurance industry.
At 31 January 2025, the pre-tax discount rate used for the Insurance Broking
CGU was 13.3% (July 2024: 14.7%). The Group's five-year financial forecasts
incorporated the modelled impact of the new pricing rules and the estimated
impact that this is likely to have on future new business pricing and
retention rates. As per IAS 36.44, incremental cash flows directly
attributable to growth initiatives not yet enacted at the statement of
financial position date were then removed for the purpose of the value-in-use
calculation.
The Group also considered the impact of downside stresses, both in terms of
adverse impacts to the cash flow projections and to the discount rate. For the
cash flow stress test, the Group modelled the impact of a more prudent outlook
on the current competitive challenges seen in the insurance broking market, in
combination with a more cautious terminal growth rate based on a more
conservative assumption of 1.5% (July 2024: 1.5%) as the outlook for growth in
the UK economy. For the discount rate stress test, the Group applied risk
premia of +0.4ppts at 31 January 2025 (July 2024: +0.5ppts).
The (deficit)/headroom of the Insurance Broking CGU against the carrying value
of goodwill at the time of the review of £344.7m at 31 July 2024 and £206.4m
at 31 January 2025 (after recognising an impairment charge of £138.3m at 31
July 2024), was as follows:
(Deficit)/headroom £m
Base scenario Cash flow stress test scenario Discount rate stress test scenario
31 Jul 2024 31 Jan 2025 31 Jul 2024 31 Jan 2025 31 Jul 2024 31 Jan 2025
Insurance Broking (72.0) 33.4 (204.5) (19.2) (81.8) 25.9
At 31 July 2025, trading forecasts consistent with the latest five-year plan
showed improved cash flows and policy volumes from those modelled at the
assessment conducted as at 31 January 2025. In addition, the Group's pre-tax
discount rate previously used for the Insurance Broking CGU has improved
primarily as a result of a reduction in the cost of equity due to a fall in
the equity beta. The decrease in the pre-tax discount rate acts to increase
the headroom in any assessment. The long-term outlook for inflation included
in the May 2025 Monetary Policy Report published by the Bank of England stands
at 2%, consistent with the Terminal Growth rate assumption for the business
modelled at 31 January 2025 and at 31 July 2024. Management have considered
other indicators of possible impairment set out in IAS 36, including the
economic outlook and movements in Saga's market capitalisation. No such
indicators have been identified. Based on the above management do not believe
a formal goodwill impairment assessment is required at 31 July 2025.
8 Intangible fixed assets
During the period, the Group capitalised software assets with a cost of £3.1m
(July 2024: £7.8m), disposed of assets with a net book value of £nil (July
2024: £nil) and charged £3.5m (July 2024: £4.7m) of amortisation and
impairment to its intangible assets. The profit arising on disposal was £nil
(July 2024: £nil).
9 Property, plant and equipment
During the period, the Group capitalised assets with a cost of £8.7m (July
2024: £1.4m), disposed of assets with a net book value of £0.1m (July 2024:
£nil) and charged £11.7m (July 2024: £11.2m) of depreciation and impairment
to its property, plant and equipment. The profit arising on disposal was
£0.2m (July 2024: £0.1m profit).
At 31 July 2025, capital amounts contracted for but not provided for, in the
financial statements, amounted to £nil (July 2024: £nil).
Impairment review of property, plant and equipment
The Directors did not consider it necessary to conduct an impairment review of
property, plant and equipment at 31 July 2025 since no new indicators of
impairment were identified. In the prior period, the Directors concluded that
there were no indicators of impairment at 31 July 2024 and, accordingly, no
impairment review was deemed necessary.
10 Right-of-use assets
During the period, the Group capitalised assets with a cost of £16.2m (July
2024: £7.6m), disposed of assets with a net book value of £nil (July 2024:
£nil), reduced net book value for effect of modification of lease terms by
£0.1m (July 2024: £nil) and charged £3.2m (July 2024: £3.6m) of
depreciation and impairment to its right-of-use assets. The profit arising on
disposal was £nil (July 2024: £nil).
Right-of-use assets capitalised in the period ended 31 July 2025 primarily
relate to the River Cruise ship, Spirit of the Moselle (£13.9m) and vehicles
(£2.0m). Right-of-use assets capitalised in the period ended 31 July 2024
primarily related to the River Cruise ship, Spirit of the Douro (£7.3m).
At 31 July 2025, the value of lease liabilities contracted for but not
provided for in the financial statements in respect of right-of-use assets
amounted to £13.2m (July 2024: £9.9m). For the current period, these
commitments relate to the River Cruise vessel, Spirit of the Lorelei. The
lease commitment for the period ended 31 July 2024 related to the River Cruise
vessel, Spirit of the Moselle.
Impairment review of right-of-use assets
The Group did not consider it necessary to conduct an impairment review of
right-of-use assets as at 31 July 2025 since no new indicators of impairment
were identified. In the prior period, the Directors concluded that there were
no indicators of impairment at 31 July 2024 and, accordingly, no impairment
review was deemed necessary.
11 Financial assets and financial liabilities
a) Financial assets
Unaudited Unaudited As at
As at As at 31 Jan 2025
31 Jul 2025 31 Jul 2024
£m £m £m
Fair value through profit and loss (FVTPL)
Foreign exchange forward contracts 0.2 - 0.2
Money market funds - 42.5 62.9
Debt securities - 215.1 178.7
0.2 257.6 241.8
FVTPL designated in a hedging relationship
Foreign exchange forward contracts 1.3 - 0.9
Fuel oil swaps 0.4 0.2 -
1.7 0.2 0.9
Amortised cost
Deposits with financial institutions 11.0 - 11.5
11.0 - 11.5
Amounts reclassified to assets held for sale - - (241.6)
Total financial assets 12.9 257.8 12.6
Current 12.4 107.8 12.4
Non-current 0.5 150.0 0.2
12.9 257.8 12.6
Debt securities and money market funds relate to monies held by the Group's
Insurance Underwriting business (included within discontinued operations), are
subject to contractual restrictions and are not readily available to be used
for other purposes within the Group. The values of the debt securities and
money market funds are based upon publicly available market prices.
All financial assets that are measured at FVTPL are mandatorily measured at
FVTPL, with the exception of debt securities which are designated as FVTPL.
The Group's financial assets are analysed by Moody's credit risk rating of the
Group Chief Financial Officer's Review.
b) Financial liabilities
Unaudited Unaudited As at
As at As at 31 Jan 2025
31 Jul 2025 31 Jul 2024
£m £m £m
FVTPL
Foreign exchange forward contracts 0.2 0.8 0.2
0.2 0.8 0.2
FVTPL designated in a hedging relationship
Foreign exchange forward contracts 1.8 3.3 0.9
Fuel oil swaps 0.3 0.5 0.5
Interest rate swaps 0.9 - -
3.0 3.8 1.4
Amortised cost
Bond, Ocean Cruise ship loans, term loan and the loan facility with Roger De 632.6 691.3 662.2
Haan (Note 15)
Lease liabilities 39.8 29.8 26.1
Bank overdrafts 0.2 2.2 1.6
672.6 723.3 689.9
Amounts reclassified to liabilities associated with assets held for sale - - (1.4)
Total financial liabilities 675.8 727.9 690.1
Current 65.4 72.6 71.3
Non-current 610.4 655.3 618.8
675.8 727.9 690.1
Except for the Group's bonds and Ocean Cruise ship loans, the fair values of
financial liabilities held at amortised cost are not materially different from
their carrying amounts, since the interest payable on those liabilities is
close to current market rates. The fair value of the Group's bonds (Note 15)
at 31 July 2025 was £nil (July 2024: £233.6m). The fair value of the Group's
Ocean Cruise ship loans (Note 15) at 31 July 2025 was £297.1m (July 2024:
£349.3m). The fair value of the loan facility provided by Roger De Haan was
considered not to be materially different from the carrying amount, since the
interest payable on it was close to current market rates.
All financial liabilities that are measured at FVTPL, are mandatorily measured
at FVTPL unless they are held in a designated hedging relationship.
c) Fair value hierarchy
Unaudited Unaudited
As at 31 Jul 2025 As at 31 Jul 2024
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
£m £m £m £m £m £m £m £m
Financial assets measured at fair value
Foreign exchange forwards - 1.5 - 1.5 - - - -
Fuel oil swaps - 0.4 - 0.4 - 0.2 - 0.2
Debt securities - - - - 215.1 - - 215.1
Money market funds - - - - 42.5 - - 42.5
Financial liabilities measured at fair value
Foreign exchange forwards - 2.0 - 2.0 - 4.1 - 4.1
Fuel oil swaps - 0.3 - 0.3 - 0.5 - 0.5
Interest rate swaps - 0.9 - 0.9 - - - -
Financial assets for which fair values are disclosed
Deposits with institutions - 11.0 - 11.0 - - - -
Financial liabilities for which fair values are disclosed
Bond, Ocean Cruise ship loans, term loan and the loan facility with Roger De - 632.1 - 632.1 233.6 424.3 - 657.9
Haan
Lease liabilities - 39.8 - 39.8 - 29.8 - 29.8
Bank overdrafts - 0.2 - 0.2 - 2.2 - 2.2
As at 31 Jan 2025
Level 1 Level 2 Level 3 Total
£m £m £m £m
Financial assets measured at fair value
Foreign exchange forwards - 1.1 - 1.1
Debt securities 178.7 - - 178.7
Money market funds 62.9 - - 62.9
Financial liabilities measured at fair value
Foreign exchange forwards - 1.1 - 1.1
Fuel oil swaps - 0.5 - 0.5
Financial assets for which fair values are disclosed
Deposits with institutions - 11.5 - 11.5
Financial liabilities for which fair values are disclosed
Bond, Ocean Cruise ship loans and the loan facility with Roger De Haan 249.7 400.6 - 650.3
Lease liabilities - 26.1 - 26.1
Bank overdrafts - 1.6 - 1.6
Full details of the valuation techniques and inputs used to develop fair value
measurements can be found in the Annual Report and Accounts for the year ended
31 January 2025.
d) Other information
There were no transfers between Level 1 and Level 2 and no non-recurring fair
value measurements of assets and liabilities during the period (July 2024:
none).
Foreign exchange forwards are valued using current spot and forward rates
discounted to present value. They are also adjusted for counterparty credit
risk using credit default swap curves. Fuel oil swaps are valued with
reference to the valuations provided by third parties, which use current
Platts index rates, discounted to present value. Bonds are valued at quoted
market bid prices. Ship loans are valued using discounted cash flows at the
current rates of interest. Interest rate swaps are valued as the present value
of the estimated future cash flows, discounted using observable yield curves,
and adjusted for a credit risk adjustment.
The Group operates a programme of economic hedging against its foreign
currency and fuel oil exposures. During the period, the Group designated 230
(July 2024: 172) foreign exchange forward currency contracts as hedges of
highly probable foreign currency cash expenses in future periods and
designated 45 (July 2024: 20) fuel oil swaps as hedges of highly probable fuel
oil purchases in future periods. At 31 July 2025, the Group had designated 367
(July 2024: 266) forward currency contracts and 62 (July 2024: 61) fuel oil
swaps as hedges.
During the period, the Group recognised net losses of £0.1m (July 2024: net
losses of £0.8m) on cash flow hedging instruments through OCI into the
hedging reserve. The Group recognised £0.2m gains (July 2024: £0.3m
gains) through the income statement in respect of the ineffective portion of
hedges measured during the period.
In the period to 31 July 2025, the Group did not de-designate any foreign
currency forward contracts. During the period to 31 July 2024, the Group
de-designated 11 foreign currency forward contracts, with a transaction value
of £7.5m, where the forecast cash flows were no longer expected to occur with
a sufficiently high degree of certainty to meet the requirements of IFRS 9.
The accumulated losses in relation to these contracts of £0.2m were
reclassified from the hedging reserve into profit or loss during the prior
period. The Group did not de-designate any fuel oil swaps during the period
(July 2024: nil). In the period to 31 July 2025, the Group recognised a £0.3m
loss (July 2024: £0.4m loss) through the income statement in respect of
matured hedges which were recycled from OCI.
During the current period, the Group hedged its £335.0m term loan (Note 15a)
using interest rate derivatives. The Group held interest rate swaps to hedge
exposure to the financial risk of variability in cash flows attributable to
movements in interest rates. The fair value of the Group's interest swaps as
at 31 July 2025 is a liability of £0.9m (July 2024: nil) with £0.9m (July
2024: nil) being recognised as a loss through OCI into the hedging reserve.
12 Cash and cash equivalents
Unaudited Unaudited As at
As at As at 31 Jan 2025
31 Jul 2025 31 Jul 2024
£m £m £m
Cash at bank and in hand 127.9 70.8 93.0
Short-term deposits 84.1 38.5 36.2
Cash and short-term deposits 212.0 109.3 129.2
Money market funds (Note 11a) - 42.5 -
Bank overdraft (Note 11b) (0.2) (2.2) (0.2)
Cash and cash equivalents held by disposal group (including money market - - 74.1
funds)
Cash and cash equivalents in the condensed consolidated statement of cash 211.8 149.6 203.1
flows
Included within cash and cash equivalents are amounts held by the Group's
Insurance business (included within discontinued operations), and River Cruise
and Holidays businesses, which are subject to contractual or regulatory
restrictions. These amounts are not readily available to be used for other
purposes within the Group and total £71.7m (July 2024: £63.3m). Available
Cash(8) excludes these amounts.
Cash at bank earns interest at floating rates based on daily bank deposit
rates. Short-term deposits are typically made for varying periods of between
one day and three months, depending on the immediate cash requirements of the
Group, and earn interest at the respective short-term deposit rates.
The bank overdraft is subject to a guarantee in favour of the Group's bankers
and is limited to the amount drawn. The bank overdraft is repayable on demand.
(8) Refer to the Alternative Performance Measures Glossary for definition and
explanation
13 Retirement benefit schemes
The Group operates retirement benefit schemes for the employees of the Group
consisting of a defined contribution plan and a legacy defined benefit plan.
In July 2021, following the completion of a review of the Group's pension
arrangements, a consultation process with active members was launched. The
consultation process concluded during October 2021 and, with effect from 31
October 2021, the Group closed both its existing schemes to future accrual:
the Saga Pension Scheme (its defined benefit plan) and the Saga Workplace
Pension Plan (its defined contribution plan). In their place, the Group
launched a new defined contribution pension scheme arrangement, operated as a
master trust. This move served to reduce the risk of further deficits
developing in the future on the defined benefit scheme, while moving to a
fairer scheme for all colleagues.
a) Defined contribution plan
There was one defined contribution scheme in the Group at 31 July 2025 (31
July 2024: one). The assets of this scheme are held separately from those of
the Group, in funds under the control of Trustees.
b) Defined benefit plan
The Group operated a funded defined benefit scheme, the Saga Pension Scheme,
which was closed to future accrual on 31 October 2021. From 1 November 2021,
members moved from active to deferred status, with future indexation of
deferred pensions before retirement measured by reference to the Consumer
Price Index. There will be no further service charges relating to the scheme
and no future monthly employer contributions for current service.
The fair value of the assets and present value of the obligations of the Saga
defined benefit scheme are as follows:
Unaudited Unaudited
As at As at As at
31 Jul 2025 31 Jul 2024 31 Jan 2025
£m £m £m
Fair value of scheme assets 192.3 210.4 200.1
Present value of defined benefit obligation (226.8) (256.9) (239.9)
Defined benefit scheme liability (34.5) (46.5) (39.8)
The present value of the defined benefit obligation at 31 January 2025 was
measured using the projected unit credit method. Liabilities at 31 July 2025
were estimated by rolling forward from 31 January 2025, allowing for changes
in market conditions and estimating the value of benefits accrued and paid out
over the period. In addition, the net liability position at 31 July 2025,
consistent with the position at 31 January 2025, is based upon updated data
from the 31 January 2023 triennial actuarial valuation.
During the period ended 31 July 2025, the net liability position of the Saga
Scheme reduced by £5.3m, resulting in an overall scheme deficit of £34.5m.
Deficit funding contributions of £2.9m were paid by the Group in the period
to 31 July 2025, in relation to a recovery plan agreed under the latest
triennial valuation of the scheme at 31 January 2023.
The movements observed in the scheme's assets and obligations were impacted by
macroeconomic factors during the period where, at a global level, there have
been shifts in long-term market yields. The present value of defined benefit
obligations decreased by £13.1m to £226.8m, primarily as a result of
increases in corporate bond yields over the period, which acted to increase
the discount rate of the scheme's liabilities. The fair value of scheme assets
decreased by £7.8m, to £192.3m, largely driven by the recovery plan payment
being more than offset by a decrease in the matching assets to the defined
benefit obligations held by the scheme. Growth asset performance also served
to reduce the net shortfall.
A High Court legal ruling in June 2023 (Virgin Media Limited v NTL Pension
Trustees II Limited) decided that certain rule amendments were invalid if they
were not accompanied by the correct actuarial Section 37 certificate
confirmation. While the ruling only applied to the specific pension scheme in
question, it could be expected to apply across other pension schemes that were
contracted out on a salary-related basis and made amendments between 6 April
1997 and 6 April 2016. The ruling was appealed but, in July 2024, the Court of
Appeal dismissed the appeal.
In June 2025, the UK Government announced that legislation will be introduced
so that, where written actuarial confirmation of rule amendments cannot be
located, it can be retrospectively obtained if the historic benefit changes
met the necessary standards. It is unclear when this legislation will be made
law, and therefore, the Group continues to consider the implications of the
case on its defined benefit scheme.
At 31 July 2025 and 31 January 2025, the defined benefit obligation for the
Group's scheme was calculated on the basis of the pension benefits currently
being administered. The Group has not, as yet, assessed any likely impact due
to the court ruling. However, the Group has received initial legal advice
which suggests that there is no reason, based on the checks carried out, to
assume that any historical scheme changes were not validly made, and that it
is reasonable for the Trustees to take no further action at this stage. Any
subsequent developments following the Court of Appeal's judgement will be
monitored by the Group.
14 Insurance and reinsurance contract liabilities and assets
Liabilities for remaining coverage Liabilities for incurred claims
Excluding loss component Loss component Estimate of the present value of future cash flows Risk adjustment Total
£m £m £m £m £m
As at 1 February 2025
Insurance contract liabilities (46.3) (1.8) (235.9) (33.7) (317.7)
Insurance revenue (Note 18a) 69.4 - - - 69.4
Incurred claims and related expenses - 2.3 (54.2) (3.8) (55.7)
Changes to liabilities for incurred claims - - 11.6 6.2 17.8
Insurance acquisition cash flows expensed (13.5) - - - (13.5)
Losses on onerous contracts and reversals of those losses - (6.5) - - (6.5)
Other incurred insurance service expenses - - (4.6) - (4.6)
Insurance service (expenses)/income (Note 18a) (13.5) (4.2) (47.2) 2.4 (62.5)
Insurance finance expense (Note 18a) - - (4.6) (0.7) (5.3)
Total changes in the income statement 55.9 (4.2) (51.8) 1.7 1.6
Cash flows
Premiums received (81.2) - - - (81.2)
Insurance acquisition cash flows incurred 13.5 - - - 13.5
Claims and other expenses paid - - 64.8 - 64.8
Total cash flows (67.7) - 64.8 - (2.9)
Disposed of with subsidiary undertaking 58.1 6.0 222.9 32.0 319.0
Unaudited
As at 31 July 2025
Insurance contract liabilities - - - - -
In the period to 31 January 2025, the underwriting business was classified as
a discontinued operation. As a result, insurance contract assets and
liabilities as at 31 January 2025 were reclassified as assets held for sale
and liabilities directly associated with assets held for sale respectively.
Assets for remaining coverage Amounts recoverable on incurred claims
Excluding loss-recovery component Loss-recovery component Estimate of the present value of future cash flows Risk adjustment Total
£m £m £m £m £m
As at 1 February 2025
Reinsurance contract (liabilities)/assets (9.3) - 88.9 28.2 107.8
Allocation of reinsurance premiums (4.7) - - - (4.7)
Amounts recoverable for incurred - - 2.6 0.1 2.7
claims and other expenses
Changes to amounts recoverable for incurred claims - - (0.6) (2.8) (3.4)
Effect of changes in the risk of non-performance of reinsurance contracts - - (0.2) - (0.2)
Net (expense)/income from reinsurance contracts (Note 18a) (4.7) - 1.8 (2.7) (5.6)
Reinsurance finance income - - 1.6 0.6 2.2
(Note 18a)
Total changes in the income statement (4.7) - 3.4 (2.1) (3.4)
Cash flows
Premiums paid 2.5 - - - 2.5
Amounts received - - (3.3) - (3.3)
Total cash flows 2.5 - (3.3) - (0.8)
Disposed of with subsidiary undertaking 11.5 - (89.0) (26.1) (103.6)
Unaudited
As at 31 July 2025
Reinsurance contract (liabilities)/assets - - - - -
In the period to 31 January 2025, the underwriting business was classified as
a discontinued operation. As a result, insurance contract assets and
liabilities as at 31 January 2025 were reclassified as assets held for sale
and liabilities directly associated with assets held for sale respectively.
Liabilities for remaining coverage Liabilities for incurred claims
Excluding loss component Loss component Estimate of the present value of future cash flows Risk adjustment Total
£m £m £m £m £m
As at 1 February 2024
Insurance contract liabilities (56.6) (16.1) (286.4) (40.2) (399.3)
Insurance revenue (Note 18a) 102.7 - - - 102.7
Incurred claims and related expenses - 12.7 (76.3) (6.0) (69.6)
Changes to liabilities for incurred claims - - (1.8) 0.4 (1.4)
Insurance acquisition cash flows expensed (11.9) - - - (11.9)
Losses on onerous contracts and reversals of those losses - (4.2) - - (4.2)
Other incurred insurance service expenses - - (6.3) - (6.3)
Insurance service (expenses)/income (Note 18a) (11.9) 8.5 (84.4) (5.6) (93.4)
Insurance finance expense (Note 18a) - - (4.3) (0.6) (4.9)
Total changes in the income statement 90.8 8.5 (88.7) (6.2) 4.4
Cash flows
Premiums received (99.4) - - - (99.4)
Insurance acquisition cash flows incurred 11.9 - - - 11.9
Claims and other expenses paid - - 86.1 - 86.1
Total cash flows (87.5) - 86.1 - (1.4)
Unaudited
As at 31 July 2024
Insurance contract liabilities (53.3) (7.6) (289.0) (46.4) (396.3)
Assets for remaining coverage Amounts recoverable on incurred claims
Excluding loss-recovery component Loss-recovery component Estimate of the present value of future cash flows Risk adjustment Total
£m £m £m £m £m
As at 1 February 2024
Reinsurance contract (liabilities)/assets (3.1) 1.3 141.3 33.7 173.2
Allocation of reinsurance premiums (9.0) - - - (9.0)
Amounts recoverable for incurred - (1.6) (3.1) 2.5 (2.2)
claims and other expenses
Changes to amounts recoverable for incurred claims - - (1.6) 2.9 1.3
Loss-recovery on onerous underlying contracts and adjustments - 0.7 - - 0.7
Effect of changes in the risk of non-performance of reinsurance contracts - - 1.0 - 1.0
Net (expense)/income from reinsurance contracts (Note 18a) (9.0) (0.9) (3.7) 5.4 (8.2)
Reinsurance finance income - - 2.6 0.6 3.2
(Note 18a)
Total changes in the income statement (9.0) (0.9) (1.1) 6.0 (5.0)
Cash flows
Premiums paid 6.9 - - - 6.9
Amounts received - - (1.4) - (1.4)
Total cash flows 6.9 - (1.4) - 5.5
Unaudited
As at 31 July 2024
Reinsurance contract (liabilities)/assets (5.2) 0.4 138.8 39.7 173.7
Liabilities for remaining coverage Liabilities for incurred claims
Excluding loss component Loss component Estimate of the present value of future cash flows Risk adjustment Total
£m £m £m £m £m
At 1 February 2024
Insurance contract liabilities (56.6) (16.1) (286.4) (40.2) (399.3)
Insurance revenue (Note 18a) 197.1 - - - 197.1
Incurred claims and related expenses - 20.7 (148.1) (7.1) (134.5)
Changes to liabilities for incurred claims - - 37.0 15.5 52.5
Insurance acquisition cash flows expensed (22.7) - - - (22.7)
Losses on onerous contracts and changes in such losses - (6.4) - - (6.4)
Other incurred insurance service expenses - - (13.2) - (13.2)
Insurance service (expenses)/income (Note 18a) (22.7) 14.3 (124.3) 8.4 (124.3)
Insurance finance expense (Note 18a) - - (13.6) (1.9) (15.5)
Total changes in the consolidated income statement 174.4 14.3 (137.9) 6.5 57.3
Cash flows
Premiums received (186.8) - - - (186.8)
Insurance acquisition cash flows incurred 22.7 - - - 22.7
Claims and other expenses paid - - 188.4 - 188.4
Total cash flows (164.1) - 188.4 - 24.3
At 31 January 2025
Insurance contract liabilities (46.3) (1.8) (235.9) (33.7) (317.7)
In the period to 31 January 2025, the underwriting business was classified as
a discontinued operation. As a result, insurance contract assets and
liabilities as at 31 January 2025 were reclassified as assets held for sale
and liabilities directly associated with assets held for sale respectively.
Assets for remaining coverage Amounts recoverable on incurred claims
Excluding loss-recovery component Loss-recovery component Estimate of the present value of future cash flows Risk adjustment Total
£m £m £m £m £m
At 1 February 2024
Reinsurance contract (liabilities)/assets (3.1) 1.3 141.3 33.7 173.2
Allocation of reinsurance premiums (17.1) - - - (17.1)
Amounts recoverable for incurred - (1.5) (11.3) 3.7 (9.1)
claims and other expenses
Changes to amounts recoverable for incurred claims - - (32.5) (10.8) (43.3)
Loss-recovery on onerous underlying contracts and adjustments - 0.2 - - 0.2
Effect of changes in the risk of non-performance of reinsurance contracts - - 2.1 - 2.1
Net expense from reinsurance contracts (Note 18a) (17.1) (1.3) (41.7) (7.1) (67.2)
Reinsurance finance income - - 5.7 1.6 7.3
(Note 18a)
Total changes in the consolidated income statement (17.1) (1.3) (36.0) (5.5) (59.9)
Cash flows
Premiums paid 10.9 - - - 10.9
Amounts received - - (16.4) - (16.4)
Total cash flows 10.9 - (16.4) - (5.5)
At 31 January 2025
Reinsurance contract (liabilities)/assets (9.3) - 88.9 28.2 107.8
In the period to 31 January 2025, the underwriting business was classified as
a discontinued operation. As a result, insurance contract assets and
liabilities as at 31 January 2025 were reclassified as assets held for sale
and liabilities directly associated with assets held for sale respectively.
15 Loans and borrowings
Unaudited Unaudited As at As at
As at 31 Jul 2024 31 Jan 2025
31 Jul 2025
£m £m £m
Bond - 250.0 250.0
Term loan 335.0 - -
DDTL - - -
Ocean Cruise ship loans 316.2 375.9 344.8
Loan facility with Roger De Haan - 75.0 75.0
RCF - - -
Accrued interest payable 7.9 5.3 5.1
659.1 706.2 674.9
Less: deferred issue costs (26.5) (14.9) (12.7)
632.6 691.3 662.2
a) Bonds, RCF, term loan and DDTL facilities and loan facility with
Roger De Haan
On 30 January 2025, the Group announced that it had secured new credit
facilities to refinance its corporate debt in full. The new facilities, agreed
by Saga Mid Co Limited, and provided by certain funds, entities (or affiliates
or subsidiaries of such funds or entities) and/or accounts managed, advised or
controlled by HPS Funds, comprised: a £335.0m term loan facility, a £100.0m
DDTL facility and a £50.0m RCF.
Closing of the new credit facilities was subject to customary conditions and
took place on 27 February 2025, together with the repurchase, repayment and
cancellation of the £250.0m senior unsecured notes, the £85.0m loan facility
with Roger De Haan, and the existing £50.0m RCF.
On 15 May 2025, as a continuation of the refinancing, the Group syndicated the
new £50.0m RCF, originally provided by HPS Funds, to NatWest and Barclays.
Under the revised structure, NatWest and Barclays committed a combined £33.4m
to the RCF, while the remaining £16.6m was reallocated to HPS Funds DDTL
facility, increasing its total commitment from £100.0m to £116.6m.
At 31 July 2025, the Group's financing facilities consisted of a £335.0m term
loan facility, a £116.6m DDTL facility and a £33.4m RCF. The term loan
facility and DDTL facility both mature on 29 January 2031 and the RCF matures
on 29 January 2028. The RCF and DDTL were undrawn as at 31 July 2025.
i) Bonds
In May 2024, the Group repaid in full its £150.0m 2024 senior unsecured bond.
As a result of the Group securing new credit facilities on 30 January 2025
(see below), and drawing down on these on 27 February 2025, the 2026 senior
unsecured bond was repaid in full, cancelled and de-listed.
The 2026 and 2024 bonds were both listed on the Irish Stock Exchange (Euronext
Dublin). The 2026 and 2024 bonds were both guaranteed by Saga Services Limited
and Saga Mid Co Limited.
Interest on the 2026 corporate bond was incurred at an annual interest rate of
5.5%. Interest on the 2024 corporate bond was incurred at an annual interest
rate of 3.375%.
Accrued interest payable on the Group's bonds at 31 July 2024 was £0.5m.
ii) Former RCF
Interest payable on the Group's former RCF, if drawn down, was incurred at a
variable rate of Sterling Overnight Index Average (SONIA) plus a bank margin
that was linked to the Group's Leverage Ratio(9).
In March 2024, the Group concluded discussions with the lenders associated
with the former RCF to increase the Group's financial flexibility. As a
result, the following amendments were agreed, in addition to smaller,
immaterial changes:
· Increase to the Leverage Ratio(9) for all remaining testing periods to
6.25x.
· Quarterly covenant testing, irrespective of whether the loan is drawn.
· The introduction of a restriction whereby, post repayment of the 2024 bond,
no utilisation of the facility is permitted if free liquidity is below
£40.0m.
· Consent requirement for any early repayment of corporate debt or payment of
shareholder dividends.
Accrued fees payable on the Group's undrawn former RCF at 31 July 2024 were
£0.2m.
In September 2024, the Group concluded further discussions with the lenders
associated with the former RCF to further increase the Group's financial
flexibility. As a result, the following amendments were agreed, in addition to
other smaller changes:
· Extension of the expiry date of the facility from 31 May 2025, to 31 March
2026.
· Leverage Ratio(9) test for all remaining testing periods reduced to 6.0x,
based on a revised definition of the calculation, which is now performed on a
Group basis inclusive of amounts relating to the Ocean Cruise business.
In November 2024, certain amendments were agreed in order to permit, among
other things, the guarantees to be granted in relation to the disposal of the
Group's Insurance Underwriting business and the establishment of a 20-year
partnership for motor and home insurance with Ageas (Note 18a).
As a result of the Group securing new credit facilities on 30 January 2025
(see below), and drawing down on these on 27 February 2025, the former RCF was
cancelled at that date.
iii) Loan facility with Roger De Haan
In April 2023, the Group entered into a forward starting loan facility
agreement with Roger De Haan, commencing on 1 January 2024, under which the
Group could draw down up to £50.0m with 30 days' notice to support liquidity
needs and specifically the repayment of £150.0m bonds maturing in May 2024.
The facility was provided on an arm's-length basis and was guaranteed by Saga
plc, Saga Mid Co Limited and Saga Services Limited. Per the original terms of
agreement, interest accrued on the drawn total of the facility at a rate of
10% and was payable on the last day of the period of the loan. The facility
was originally due to mature on 30 June 2025, at which point any outstanding
amounts, including interest, were due to be repaid. The facility was subject
to a 2% arrangement fee, payable on entering the arrangement. A drawdown fee
of 2% on any amount drawn down under the facility was payable on the drawing
date; and milestone fees of 2% on any uncancelled amount of the facility
became payable on 31 March 2024 and 31 December 2024 respectively.
In September 2023, the Group agreed an increase and extension to the existing
loan facility with Roger De Haan. The increase was for the value of £35.0m,
taking the total facility to £85.0m, and the facility was extended to expire
on 31 December 2025, previously 30 June 2025. The interest rate paid on funds
on the drawn total under this facility to finance the repayment of notes
issued by Saga, or to provide cash collateral demanded by providers of bonding
facilities to the Group, remained at 10%, but increased to 18% for any amounts
drawn to support general corporate purposes. In addition, the previous
arrangement and milestone fees of 2% remained payable; however, the drawdown
fee of 2% increased to 5% for drawdowns for general corporate purposes. The
amended facility was provided on the basis of certain conditions being met,
including:
· no professional advisers were to be appointed to or retained by Saga
without prior approval of the Board; and
· no incremental financial indebtedness, over and above the facilities
already in place, was to be incurred by Group companies, including contracts
classed as finance lease arrangements under previous IFRS.
In April 2024, a reduction of the notice period required for drawdown of the
loan, to 10 business days, was agreed, in addition to a further extension to
the termination date of the facility, from 31 December 2025 to 30 April 2026.
In May 2024, the Group drew down £75.0m of the loan facility provided by
Roger De Haan and at 31 July 2024, this remained unchanged.
Accrued interest payable on the loan facility with Roger De Haan at 31 July
2024 was £1.8m.
In September 2024, an increase to the maximum number of permitted facility
utilisation requests was also agreed, from three to 10.
In November 2024, certain amendments were agreed in order to permit, among
other things, the guarantees to be granted in relation to the disposal of the
Group's Insurance Underwriting business and the establishment of a 20-year
partnership for motor and home insurance with Ageas (Note 18a).
As a result of the Group securing new credit facilities on 30 January 2025
(see below), and drawing down on these on 27 February 2025, the loan facility
with Roger De Haan was repaid and cancelled at that date.
iv) Refinancing of corporate debt
On 30 January 2025, the Group announced that it had secured new credit
facilities to refinance its corporate debt in full. The new facilities, agreed
by Saga Mid Co Limited, with certain funds, entities (or affiliates or
subsidiaries of such funds or entities) and/or accounts managed, advised or
controlled by HPS Funds comprised:
· a £335.0m term loan facility that was to be drawn to:
o repay the £250.0m senior unsecured bond, maturing July 2026;
o repay the £75.0m drawings under the £85.0m loan facility with Roger De
Haan, maturing April 2026; and
o partially fund transaction costs;
· a £100.0m DDTL facility that is available for three years and may be drawn
for certain purposes, including the repayment of amortisation within the Ocean
Cruise ship debt facilities, mergers and acquisitions, and capital investment;
and
· a £50.0m RCF.
On 15 May 2025, as a continuation of the refinancing, the Group syndicated the
new £50.0m RCF, originally provided by HPS Funds, to NatWest and Barclays.
Under the revised structure, NatWest and Barclays committed a combined £33.4m
to the RCF, while the remaining £16.6m was reallocated to HPS Funds DDTL
facility, increasing its total commitment from £100.0m to £116.6m
The term loan and DDTL loan facilities mature in January 2031 and are subject
to a margin ratchet based on the Group net Leverage Ratio(9) (ranging from
625bps to 700bps), priced with an initial margin of 675bps over SONIA, which
will reduce as the Group de-levers. The initial blended pro forma interest
rate was around 7.6% in combination with the Ocean Cruise ship debt
facilities, which were retained on existing terms. Interest payable under the
RCF is at SONIA plus an initial margin of 3.5%, with the margin reducing as
the Group de-levers.
Under the new credit facilities:
· the term loan and DDTL facilities are subject to a covenant test that is
measured quarterly in April, July, October and January, being Net Debt(9) to
Consolidated Pro Forma EBITDA(9) of a maximum of 8.0x, based on measures as
defined in the facilities agreements, adjusted from the equivalent IFRS
amounts; and
· the RCF is also subject to a covenant, tested quarterly in April, July,
October and January, being Net Debt(9) to Consolidated Pro Forma EBITDA(9) of
a maximum of 8.8x, based on measures as defined in the facility agreement,
adjusted from the equivalent IFRS amounts.
Closing of the new credit facilities was subject to customary conditions and
took place on 27 February 2025, together with the repurchase, repayment and
cancellation of the £250.0m senior unsecured notes, the £85.0m loan facility
with Roger De Haan, and the existing £50.0m RCF (see above).
The ratio of Net Debt(9) to Consolidated Pro Forma EBITDA(9) at 31 July 2025
was 4.3x, within the 8.0x covenant test. The Group complied with the financial
covenants of its borrowing facilities during the current and prior periods.
Accrued interest payable on the Group's new credit facilities at 31 July 2025
was £5.7m.
b) Ocean Cruise ship loans
In June 2019, the Group drew down £245.0m of financing for its Ocean Cruise
ship, Spirit of Discovery. The financing represents a 12-year fixed-rate
sterling loan, secured against the Spirit of Discovery cruise ship asset, and
backed by an export credit guarantee. The initial loan was repayable in 24
broadly equal instalments, with the first payment of £10.2m paid in December
2019.
The Board announced on 22 June 2020 that it had secured a debt holiday and
covenant waiver for the Group's ship facilities. The Group's lenders agreed to
a deferral of £32.1m in principal payments under the ship facilities that
were due up to 31 March 2021. These deferred amounts were to be paid between
June 2021 and December 2024 for Spirit of Discovery and between September 2021
and March 2025 for Spirit of Adventure, and interest remained payable.
On 29 September 2020, the Group drew down £280.8m of financing for its ocean
cruise ship, Spirit of Adventure. The financing, secured against the Spirit of
Adventure cruise ship asset, represents a 12-year fixed-rate sterling loan,
backed by an export credit guarantee. The loan is repayable in 24 broadly
equal instalments, with the first payment originally due six months after
delivery in March 2021, but initially deferred to September 2021 as a result
of the debt holiday described above.
In March 2021, the Group reached agreement of a one-year extension to the debt
deferral on its ocean cruise ship facilities. As part of an industry-wide
package of measures to support the cruise industry, an extension of the
existing debt deferral was agreed to 31 March 2022. The key terms of this
deferral were:
· all principal payments to 31 March 2022 (£51.8m) deferred and repaid over
five years;
· all financial covenants until 31 March 2022 waived; and
· dividends remain restricted while the deferred principal is outstanding.
During the year to 31 January 2024, the Group concluded discussions with its
Cruise lenders in respect of the covenant restrictions attaching to its two
ship debt facilities. Lenders agreed to a waiver of the EBITDA to debt
repayment covenant ratio for the 31 July 2023 testing date. In addition,
lenders agreed to amend the covenants on the two ship debt facilities to
reduce the EBITDA to debt repayment ratio from 1.2x to 1.0x for the additional
periods up to, and including, 31 January 2025.
Interest on the Spirit of Discovery ship loan is incurred at an effective
annual interest rate of 4.31% (including arrangement and commitment fees).
Interest on the Spirit of Adventure ship loan is incurred at an effective
annual interest rate of 3.30% (including arrangement and commitment fees).
Interest payable on the Group's Ocean Cruise ship debt deferrals is incurred
at a variable rate of SONIA plus a bank margin.
During the period to 31 July 2025, ocean cruise ship loan repayments of
£28.6m (July 2024: £31.1m) were made by the Group. Accrued interest payable
on the Group's Ocean Cruise ship loans at 31 July 2025 was £2.2m (July 2024:
£2.8m).
At 31 July 2025, the Ocean Cruise ship debt facilities were subject to
covenants that are measured six-monthly in July and January, being a debt
service cover ratio and an interest cover ratio, based on measures as defined
in the debt facility agreements which are adjusted from the equivalent IFRS
amounts. The debt service ratio, at 31 July 2025, was 1.6x (July 2024: 1.3x),
in excess of the 1.2x (July 2024: 1.0x) covenant under the ship debt
facilities at the same date. The interest cover ratio, at 31 July 2025, was
9.9x (July 2024: 6.9x), in excess of the 2.0x covenant under the ship debt
facilities at the same date.
c) Total debt and finance costs
At 31 July 2025, deferred debt issue costs were £26.5m (July 2024: £14.9m).
The movement of £11.6m, year-on-year, represents an increase of £18.6m
following the drawdown of the new credit facilities, being offset by £7.0m
expense amortisation for the period between these two dates.
During the period, the Group charged £30.0m (July 2024: £19.8m) to the
income statement in respect of fees and interest associated with the bonds,
RCF, loan facility with Roger De Haan, term loan, DDTL facility and Ocean
Cruise ship loans. In addition, finance costs recognised in the income
statement include £1.0m (July 2024: £1.1m) relating to interest and finance
charges on lease liabilities, £1.0m (July 2024: £1.0m) relating to net
finance expense on pension schemes, £4.7m (July 2024: £1.2m) in respect of
arrangement, drawdown and milestone fees associated with the loan facility
with Roger De Haan, as disclosed above, and net fair value losses on
derivatives of £0.4m (July 2024: £0.6m). The Group complied with the
financial covenants of its borrowing facilities during the current and prior
periods.
(9) Refer to the Alternative Performance Measures Glossary for definition and
explanation
16 Called up share capital
Ordinary shares
Nominal value
£
Value
£m
Number
Allotted, called up and fully paid
At 1 February 2024 141,795,822 0.15 21.3
Issue of shares - 3 May 2024 1,565,919 0.15 0.2
At 31 July 2024 and 31 January 2025 143,361,741 0.15 21.5
Issue of shares - 14 July 2025 1,493,744 0.15 0.2
At 31 July 2025 144,855,485 0.15 21.7
On 3 May 2024, Saga plc issued 1,565,919 new ordinary shares of 15p each, with
a value of £0.2m, for transfer into an employee benefit trust to satisfy
employee incentive arrangements. The newly issued shares rank pari passu with
existing Saga shares.
On 14 July 2025, Saga plc issued 1,493,744 new ordinary shares of 15p each,
with a value of £0.2m, for transfer into an employee benefit trust to satisfy
employee incentive arrangements. The newly issued shares rank pari passu with
existing Saga shares.
17 Share-based payments
The Group granted a number of different equity-based awards that it determined
to be share-based payments. New awards granted during the six months ended 31
July 2025 were as follows:
a) On 28 May 2025, nil cost options over 655,094 shares were issued
under the DBP to Executive Directors, reflecting their deferred bonus in
respect of 2024/25, which vest and become exercisable on the third anniversary
of the grant date. Under the Deferred Bonus Plan, executives receive a maximum
of two-thirds of the bonus award in cash and a minimum of one-third in the
form of rights to shares of the Company. There are no cash settlement
alternatives.
b) On 25 June 2025, nil cost options over 1,533,377 were issued under
the RSP to certain Directors and other senior employees that vest and become
exercisable on the third anniversary of the grant date, subject to continuing
employment. There are no cash settlement alternatives.
The Group charged £1.9m (July 2024: £1.9m) during the period to the income
statement in respect of equity-settled share-based payment transactions. This
was charged to administrative and selling expenses.
18 Discontinued operations and assets held for sale
a) Discontinued operations
Further to the announcement made on 16 December 2024, the Group completed the
disposal of its Insurance Underwriting business, Acromas Insurance Company
Limited (AICL) to Ageas on 1 July 2025. This followed receipt of regulatory
approval and all other conditions associated with the sale being satisfied.
In addition, on 16 December 2024, the Group announced it had entered into a
binding agreement with Ageas, to establish a 20-year partnership for motor and
home insurance (the Affinity Partnership).
Pursuant to a share purchase agreement (SPA), Ageas (UK) Limited (Ageas UK)
acquired AICL for a base consideration of £65.0m (subject to adjustments) and
an additional consideration of £2.5m payable following the commencement of
the Affinity Partnership and, therefore, the sale of new policies and the
renewal of existing ones, targeted to be in the last quarter of 2025.
The (loss)/profit before tax in the income statement in respect of
discontinued operations comprises:
Unaudited Unaudited 12m to
6m to 6m to Jan 2025
Jul 2025 Jul 2024
£m £m £m
Profit before tax 16.5 12.9 22.7
Costs of disposal incurred to date - - (3.6)
Loss on disposal of discontinued operations (23.9) - -
(7.4) 12.9 19.1
The (loss)/profit after tax in the income statement in respect of discontinued
operations comprises:
Unaudited Unaudited 12m to
6m to 6m to Jan 2025
Jul 2025 Jul 2024
£m £m £m
Profit after tax 14.6 9.5 16.5
Costs of disposal incurred to date, net of tax - - (2.7)
Loss on disposal of discontinued operations, net of tax (23.9) - -
(9.3) 9.5 13.8
The impact of the discontinued operations on the reported loss per share is as
follows:
Unaudited Unaudited 12m to
6m to 6m to Jan 2025
Jul 2025 Jul 2024
£m £m £m
Basic and diluted (loss)/earnings per share from (6.6p) 6.8p 9.8p
discontinued operations
The loss on disposal of AICL is as follows:
Unaudited
6m to
Jul 2025
£m
Initial cash consideration received at completion (after adjustments to base 57.9
consideration)
Additional cash consideration receivable (after adjustments to base 6.5
consideration)
Accrued costs of disposal not previously provided for (2.5)
Amounts recognised as a liability to the Group in respect of properties (15.7)
Cash and cash equivalents deposits disposed of as part of the transaction (84.4)
Carrying value of net liabilities disposed 14.3
(23.9)
The adjustments made to the base consideration included settlement of a
Section 75 debt in relation to AICL's share of the pension scheme's
liabilities of c.£3.0m, a property asset value adjustment in respect of its
Solvency II value, and a net asset value adjustment reflecting the excess of
AICL's Solvency II net asset valuation at completion.
Control over property assets, previously owned by AICL, transferred to a
subsidiary of Saga plc at the point of sale, through the contractual
arrangements contained within the SPA. These property assets are not,
therefore, reflected in the carrying value of the net assets disposed reported
above. A liability in respect of these property assets of £15.7m is recorded
within the Trade and other payables balance on the Group's consolidated
statement of financial position, representing amounts payable to Ageas UK upon
the earlier of a future sale of these properties to a third-party purchaser
and the repurchase of the freehold by a subsidiary of Saga plc. All amounts
payable are expected to be settled within two years of the end of the period.
'Disposal group eliminations and adjustments' referred to in the tables below
comprise:
· the Group adopted IFRS 17 'Insurance Contracts' for the first time in the
year ended 31 January 2024. IFRS 17 applies to all insurance and reinsurance
contracts, covering the principles of recognition, measurement, presentation
and disclosure. IFRS 17 only applies to insurance contracts that are
underwritten by the Group and related reinsurance contracts held. It does not
affect the accounting for the Group's Insurance Broking activities. As AICL,
the Group's Insurance Underwriting business, has been classified as part of
the disposal group held for sale in the statement of financial position and as
discontinued operations in the income statement, all IFRS 17 related
consolidation entries have also been classified as such accordingly;
· the written to earned adjustment is required on consolidation of the
Insurance Broking and AICL's results, to ensure that consistent accounting
policies are applied to the full customer insurance premium for insurance
policies that are sold and underwritten by the Group. For insurance policies
that are also underwritten by AICL, the adjustment effectively spreads the
broker revenue that is recognised up front by the Insurance Broking business,
and the associated directly attributable acquisition costs, over the life of
the policy on a straight-line 365(th) basis so that, in total, from a Group
perspective, a liability for remaining coverage and deferred acquisition cost
debtor are established correctly. Upon consolidation, the Insurance Broking
business and AICL act as an insurer and are, therefore, governed by IFRS 17
and fall outside the scope of IFRS 15. The written to earned adjustment has
been classified as a discontinued operation as, following the expected
disposal of AICL, all insurance policies that were previously underwritten by
the Group, where revenue was recognised on a straight-line time apportioned
basis over the coverage period, will become aligned to the Group's existing
accounting policy for insurance policies not underwritten by the Group, and
recognised up front instead;
· intra-disposal group revenue and cost of sales were eliminated on
consolidation; and
· inter-group transactions with the disposal group were eliminated on
consolidation.
a) Discontinued operations
i) Results of the disposal group for the period
Unaudited Disposal group Unaudited Disposal group eliminations and adjustments Unaudited
6m to
Jul 2025
Note £m £m £m
Revenue from Insurance Broking services 8.5 (12.8) (4.3)
Other revenue (non-Insurance Underwriting) 1.7 - 1.7
Non-insurance revenue 10.2 (12.8) (2.6)
Insurance revenue 14 62.4 7.0 69.4
Total revenue 72.6 (5.8) 66.8
Cost of sales (non-Insurance Underwriting) (7.4) 8.9 1.5
Gross profit/(loss) (non-Insurance Underwriting) 2.8 (3.9) (1.1)
Insurance service expenses 14 (45.3) (17.2) (62.5)
Net expense from reinsurance contracts 14 (6.3) 0.7 (5.6)
Insurance service result 10.8 (9.5) 1.3
Administrative and selling expenses (1.1) 15.9 14.8
Net finance expense from insurance contracts 14 (5.3) - (5.3)
Net finance income from reinsurance contracts 14 2.2 - 2.2
Investment income 6.0 (1.4) 4.6
Profit before tax 15.4 1.1 16.5
Tax expense 0.1 (2.0) (1.9)
Profit/(loss) from discontinued operations attributable to equity holders of 15.5 (0.9) 14.6
the parent
Unaudited Disposal group Unaudited Disposal group eliminations and adjustments Unaudited
6m to
Jul 2025
£m £m £m
Reconciliation to Underlying Profit/(Loss) Before Tax(1)(0)
Profit before tax 15.4 1.1 16.5
Fair value gains on debt securities (2.2) - (2.2)
Changes in underwriting discount rates on non-PPO liabilities 0.1 - 0.1
Onerous contract provision 2.2 2.1 4.3
Restructuring costs 0.1 - 0.1
Write-off of written to earned adjustment - (3.6) (3.6)
Underlying Profit/(Loss) Before Tax(10) 15.6 (0.4) 15.2
Unaudited Disposal group Unaudited Disposal group eliminations and adjustments Unaudited
6m to
Jul 2024
Note £m £m £m
Revenue from Insurance Broking services 10.7 (14.1) (3.4)
Other revenue (non-Insurance Underwriting) 4.9 - 4.9
Non-insurance revenue 15.6 (14.1) 1.5
Insurance revenue 14 97.1 5.6 102.7
Total revenue 112.7 (8.5) 104.2
Cost of sales (non-Insurance Underwriting) (10.0) 6.8 (3.2)
Gross profit/(loss) (non-Insurance Underwriting) 5.6 (7.3) (1.7)
Insurance service expenses 14 (81.4) (12.0) (93.4)
Net expense from reinsurance contracts 14 (7.9) (0.3) (8.2)
Insurance service result 7.8 (6.7) 1.1
Administrative and selling expenses (1.0) 10.5 9.5
Net finance expense from insurance contracts 14 (4.9) - (4.9)
Net finance income from reinsurance contracts 14 3.2 - 3.2
Investment income 7.3 (1.6) 5.7
Profit/(loss) before tax 18.0 (5.1) 12.9
Tax (expense)/credit (4.5) 1.1 (3.4)
Profit/(loss) from discontinued operations attributable to equity holders of 13.5 (4.0) 9.5
the parent
Unaudited Disposal group Unaudited Disposal group eliminations and adjustments Unaudited
6m to
Jul 2024
£m £m £m
Reconciliation to Underlying Profit Before Tax(10)
Profit/(loss) before tax 18.0 (5.1) 12.9
Fair value gains on debt securities (2.7) - (2.7)
Changes in underwriting discount rates on non-PPO liabilities (0.3) - (0.3)
Onerous contract provision (12.8) 5.2 (7.6)
Restructuring costs 0.1 - 0.1
Underlying Profit Before Tax(10) 2.3 0.1 2.4
Disposal group Disposal group eliminations and adjustments 12m to
Jan 2025
Note £m £m £m
Revenue from Insurance Broking services 21.1 (29.5) (8.4)
Other revenue (non-Insurance Underwriting) 8.1 (0.1) 8.0
Non-insurance revenue 29.2 (29.6) (0.4)
Insurance revenue 14 186.4 10.7 197.1
Total revenue 215.6 (18.9) 196.7
Cost of sales (non-Insurance Underwriting) (19.5) 17.1 (2.4)
Gross profit/(loss) (non-Insurance Underwriting) 9.7 (12.5) (2.8)
Insurance service expenses 14 (101.5) (22.8) (124.3)
Net expense from reinsurance contracts 14 (66.5) (0.7) (67.2)
Insurance service result 18.4 (12.8) 5.6
Administrative and selling expenses (2.1) 23.1 21.0
Impairment of non-financial contracts (4.1) - (4.1)
Net finance expense from insurance contracts 14 (15.5) - (15.5)
Net finance income from reinsurance contracts 14 7.3 - 7.3
Investment income 14.5 (3.3) 11.2
Profit/(loss) before tax 28.2 (5.5) 22.7
Tax (expense)/credit (7.1) 0.9 (6.2)
Profit/(loss) from discontinued operations attributable to equity holders of 21.1 (4.6) 16.5
the parent
Disposal group Disposal group eliminations and adjustments 12m to
Jan 2025
£m £m £m
Reconciliation to Underlying Profit/(Loss) Before Tax(10)
Profit/(loss) before tax 28.2 (5.5) 22.7
Fair value gains on debt securities (5.1) - (5.1)
Changes in underwriting discount rates on non-PPO liabilities (0.6) - (0.6)
Onerous contract provision (17.1) 4.1 (13.0)
Impairment of assets 6.3 - 6.3
Restructuring costs 0.3 - 0.3
Underlying Profit/(Loss) Before Tax(10) 12.0 (1.4) 10.6
a) Discontinued operations
ii) Net cash flows of the disposal group
Unaudited Unaudited 12m to
6m to 6m to Jan 2025
Jul 2025 Jul 2024
£m £m £m
Operating (5.1) 2.4 14.9
Investing 25.3 6.4 45.0
Financing (10.0) - (19.1)
Net cash inflow 10.2 8.8 40.8
a) Property assets held for sale
At the end of the year ended 31 January 2021, the Group made the decision to
initiate an active programme to locate buyers for a number of its freehold
properties and one of its long leasehold properties. At the point of
reclassification to held for sale, the carrying values were considered to be
equal to, or below, fair value less costs to sell, and hence no revaluation at
the point of reclassification was required.
At the end of the year ended 31 January 2023, the Group made the decision to
initiate an active programme to locate buyers for a further two of its
freehold properties. The Group also reclassified, to held for sale, the
related fixtures and fittings associated with one of these freehold
properties.
At 31 January 2023, the carrying values of the properties classified as held
for sale, totalling £31.2m, were representative of either each property's
fair value or historic cost less accumulated depreciation and any impairment
charges to date, whichever was lower.
During the year ended 31 January 2024, the Group declassified one of the
properties held for sale at 31 January 2023, to property, plant and equipment,
since it was no longer being actively marketed for disposal. The carrying
value of this property at 31 January 2023 was £3.4m. Other than this one
property, there were no changes in relation to the Group's intention to sell
any of the properties classified as held for sale at 31 January 2023.
At 31 January 2024, the Group obtained updated market valuations of its
freehold properties held for sale, to determine the fair value of each
building. As a consequence of the remeasurement of the properties to the lower
of fair value less cost to sell and the carrying value, management concluded
that net impairment charges totalling £10.4m should be recognised against the
Group's property assets held for sale at 31 January 2024.
At 31 January 2024 and 31 July 2024, the carrying values of the properties
classified as held for sale, totalling £17.4m, were representative of either
each property's fair value or historic cost less accumulated depreciation and
any impairment charges to date, whichever was lower.
During the six months ended 31 January 2025, the Group declassified one of the
properties held for sale at 31 July 2024, to property, plant and equipment,
since it was no longer being actively marketed for disposal. The carrying
value of this property at 31 July 2024 was £6.0m.
At 31 January 2025, the Group obtained updated market valuations of its
freehold properties held for sale, to determine the fair value of each
building. As a consequence of the remeasurement of the properties to the lower
of fair value less cost to sell and the carrying value, management concluded
that net impairment charges totalling £0.4m should be recognised against the
Group's property assets held for sale at 31 January 2025.
At 31 July 2025, the carrying values of the properties classified as held for
sale, totalling £11.0m, were representative of either each property's fair
value or historic cost less accumulated depreciation and any impairment
charges to date, whichever is lower. No gains or losses were recognised with
respect to the properties during the six months ended 31 July 2025. These
properties are being actively marketed and the disposals are expected to be
completed within 12 months of the end of the financial period. The held for
sale designation is considered to remain appropriate for all properties at 31
July 2025. All properties classified as held for sale at 31 January 2025 are
held by continuing operations.
1(0) Refer to the Alternative Performance Measures Glossary for definition and
explanation
19 Related party transactions
Related party transactions during the six months ended 31 July 2025 were
consistent in nature, scope and quantum with those disclosed in the Group's
Annual Report and Accounts for the year ended 31 January 2025 available at
www.corporate.saga.co.uk (http://www.corporate.saga.co.uk) . Please see Note
15(a)(iii) for further detail relating to the loan facility with Roger De
Haan.
Responsibility Statement
We confirm that to the best of our knowledge:
· the condensed consolidated interim financial statements are prepared
in accordance with UK-adopted International Accounting Standard 34 'Interim
Financial Reporting' as issued by the International Accounting Standards
Board; and
· the interim financial report includes a fair review of the
information required by:
(a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the condensed consolidated set of
interim financial statements; and a description of the principal risks and
uncertainties for the remaining six months of the year; and
(b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being
related party transactions that have taken place in the first six months of
the current financial year and that have materially affected the financial
position or performance of the entity during that period; and any changes in
the related party transactions described in the last Annual Report and
Accounts that could do so.
On behalf of the Board
Mike
Hazell
Mark Watkins
Group Chief Executive
Officer
Group Chief Financial Officer
23 September
2025
23 September 2025
Independent Review Report to Saga plc
Conclusion
We have been engaged by Saga plc (the Company or the Group) to review the
condensed consolidated set of financial statements in the interim financial
report for the six months ended 31 July 2025 which comprises the condensed
consolidated income statement, condensed consolidated statement of
comprehensive income, condensed consolidated statement of financial position,
condensed consolidated statement of changes in equity, condensed consolidated
statement of cash flows and the related explanatory notes.
Based on our review, nothing has come to our attention that causes us to
believe that the condensed consolidated set of financial statements in the
interim financial report for the six months ended 31 July 2025 is not
prepared, in all material respects, in accordance with International
Accounting Standard (IAS) 34 'Interim Financial Reporting' as adopted for use
in the United Kingdom (UK) and the Disclosure Guidance and Transparency Rules
(DTR) of the UK's Financial Conduct Authority (FCA).
Basis for conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410 Review of Interim Financial Information Performed by the
Independent Auditor of the Entity (ISRE (UK) 2410) issued for use in the UK. A
review of interim financial information consists of making enquiries,
primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. We read the other information
contained in the interim financial report and consider whether it contains any
apparent misstatements or material inconsistencies with the information in the
condensed consolidated set of financial statements.
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does not enable
us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an audit
opinion.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the 'Basis for conclusion' section of this report,
nothing has come to our attention that causes us to believe that the Directors
have inappropriately adopted the going concern basis of accounting, or that
the Directors have identified material uncertainties relating to going concern
that have not been appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410. However, future events or conditions may cause the Company to
cease to continue as a going concern, and the above conclusions are not a
guarantee that the Company will continue in operation.
Directors' responsibilities
The interim financial report is the responsibility of, and has been approved
by, the Directors. The Directors are responsible for preparing the interim
financial report in accordance with the DTR of the UK FCA.
As disclosed in Note 2.1, the annual financial statements of the Company are
prepared in accordance with UK-adopted international accounting standards.
The Directors are responsible for preparing the condensed consolidated set of
financial statements included in the interim financial report in accordance
with IAS 34 as adopted for use in the UK.
In preparing the condensed consolidated set of financial statements, the
Directors are responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend
to liquidate the Company or to cease operations, or have no realistic
alternative but to do so.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed
consolidated set of financial statements in the interim financial report based
on our review. Our conclusion, including our conclusions relating to going
concern, are based on procedures that are less extensive than audit
procedures, as described in the 'Basis for conclusion' section of this report.
The purpose of our review work and to whom we owe our responsibilities
This report is made solely to the Company in accordance with the terms of our
engagement to assist the Company in meeting the requirements of the DTR of the
UK FCA. Our review has been undertaken so that we might state to the Company
those matters we are required to state to it in this 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 for our review work, for this
report, or for the conclusions we have reached
Timothy Butchart
For and on behalf of KPMG LLP
Charted Accountants
15 Canada Square
London
E14 5GL
23 September 2025
Alternative Performance Measures Glossary
The Group uses a number of Alternative Performance Measures (APMs), which are
not required or commonly reported under Internation Financial Reporting
Standards, the Generally Accepted Accounting Principles (GAAP) under which the
Group prepares its financial statements, but which are used by the Group to
help the user of the accounts better understand the financial performance and
position of the business.
Definitions for the primary APMs used in this report are set out below. APMs
are usually derived from financial statement line items and are calculated
using consistent accounting policies to those applied in the financial
statements, unless otherwise stated. APMs may not necessarily be defined in a
consistent manner to similar APMs used by the Group's competitors. They should
be considered as a supplement to, rather than a substitute for, GAAP measures.
Underlying Revenue
Underlying Revenue represents revenue excluding the Insurance Broking onerous
contract provision, the AXA profit share payable on cessation of the private
medical insurance (PMI) contract, release of deferred revenue associated with
motor and home three-year fixed price policies and revenue associated with the
exit from some of our smaller, loss-making activities.
This measure is useful for presenting the Group's underlying trading
performance as it excludes non-cash technical accounting adjustments and
one-off financial impacts that are not expected to recur. In the case of the
Insurance Broking onerous contract provision, this is excluded due to it being
a fair value type adjustment to revenue that will reverse over time.
Underlying Revenue reconciles to the statutory measure of revenue as follows:
£m 6m to July 2025 Change 6m to July 2024
Underlying Revenue 381.0 (3.1%) 393.3
Ceded reinsurance premiums earned on business underwritten by the Group 4.7 (47.8%) 9.0
Insurance Broking onerous contract provision 1.3 (38.1%) 2.1
Release of deferred revenue on three-year fixed price policies 6.2 100.0% -
Exit from smaller, loss-making activities 0.2 (50.0%) 0.4
Included within discontinued operations (65.2) 37.4% (104.2)
Revenue per statutory financial statements 328.2 9.2% 300.6
Underlying Profit/(Loss) Before Tax
Underlying Profit/(Loss) Before Tax represents the profit/(loss) before tax
excluding the impairment of Insurance Broking goodwill and the following other
exceptional items:
· release of deferred revenue associated with motor and home
three-year fixed-price policies;
· Affinity Partnership transition;
· loss on disposal of subsidiaries;
· write-off of written to earned adjustment;
· costs and fees associated with the Group's previous corporate
debt including accelerated amortisation of fees relating to the loan facility
provided by Roger De Haan;
· unrealised fair value losses on derivatives;
· Ocean Cruise dry dock costs and customer compensation;
· impairment of the carrying value of other non-financial assets;
· impact of change in the discount rate on non-periodical payment
order (PPO) liabilities(1);
· fair value gains on debt securities;
· foreign exchange gains on River Cruise ship leases;
· movements in insurance onerous contract provisions (net of
reinsurance recoveries)(2);
· profit share payable to AXA on cessation of PMI contract;
· the Internation Financial Reporting Standard (IFRS) 16 lease
accounting adjustment on River Cruise vessels; and
· restructuring costs.
It is reconciled to statutory loss before tax within the Group Chief Financial
Officer's Review.
This measure is the Group's key performance indicator and is useful for
presenting the Group's underlying trading performance, as it excludes non-cash
technical accounting adjustments and one-off financial impacts that are not
expected to recur.
As Underlying Profit/(Loss) Before Tax includes the benefits of restructuring
programmes, but excludes significant costs, such as impairment of
non-financial assets and restructuring items, it should not be regarded as a
complete picture of the Group's financial performance, which is presented in
its financial statements. The exclusion of other underlying items may result
in Underlying Profit/(Loss) Before Tax being materially higher or lower than
reported profit/(loss) before tax. In particular, when significant
non-financial asset impairments and restructuring charges are excluded,
Underlying Profit Before Tax will be higher than earnings reported in the
financial statements.
Trading EBITDA
Trading EBITDA is defined as earnings before interest payable, tax,
depreciation and amortisation, and excludes exceptional items and impairments.
Trading EBITDA, on a rolling 12-month basis, is a key component of
Consolidated Pro Forma EBITDA (see overleaf), which acts as the denominator in
the Group's Leverage Ratio covenant calculations applicable to the term loan
(TL), delayed-draw term loan (DDTL) and Revolving Credit Facility (RCF) that
was in place at 31 July 2025. It reconciles to Underlying Profit Before Tax as
follows:
uly 2025 uly 2024
£m 6m to Change 6m to
July 2025 July 2024
Ocean Cruise Trading EBITDA 53.2 13.9% 46.7
River Cruise Trading EBITDA 3.8 31.0% 2.9
Holidays Trading EBITDA 3.6 414.3% 0.7
Insurance Broking Trading EBITDA 10.6 (33.3%) 15.9
Insurance Underwriting Trading EBITDA 18.6 389.5% 3.8
Other Businesses and Central Costs Trading EBITDA (4.1) (57.7%) (2.6)
Trading EBITDA 85.7 27.2% 67.4
Depreciation and amortisation (15.8) 8.1% (17.2)
Net finance costs (including Ocean Cruise and Insurance Underwriting) (31.2) (35.7%) (23.0)
Underlying Profit Before Tax 38.7 42.3% 27.2
an 2025 an 2024
£m 6m to Change 6m to
July 2025 July 2024
Trading EBITDA 85.7 27.2% 67.4
Insurance Broking Trading EBITDA from discontinued operations 0.4 133.3% (1.2)
Insurance Underwriting Trading EBITDA from discontinued operations (18.6) (389.5%) (3.8)
Trading EBITDA from continuing operations 67.5 8.2% 62.4
an 2025 an 2024
£m 6m to Change 6m to
July 2025 July 2024
Depreciation and amortisation per above table 15.8 8.1% 17.2
Depreciation included within other exceptional items 2.2 - 2.2
Amortisation included within other exceptional items 0.2 (100.0%) -
Depreciation and amortisation per statutory financial statements 18.2 6.2% 19.4
£m 6m to Change 6m to
July 2025 July 2024
Net finance costs (including Ocean Cruise and Insurance Underwriting) per 31.2 (35.7%) 23.0
above table
Included within other exceptional items 8.9 (242.3%) 2.6
Included within discontinued operations (3.0) 57.9% (1.9)
Net finance costs per consolidated income statement 37.1 (56.5%) 23.7
Consolidated Pro Forma EBITDA
Consolidated Pro Forma EBITDA represents Trading EBITDA, excluding the impact
IFRS 16 'Leases' and the Trading EBITDA associated with the disposed Insurance
Underwriting business and acts as the denominator in the Group's Leverage
Ratio covenant calculation applicable to the TL, DDTL and RCF that was in
place at 31 July 2025.
Consolidated Pro Forma EBITDA is calculated as follows:
£m 6m to Change 6m to
July 2025 July 2024
Trading EBITDA for 12 months to 31 January 2025 137.1 17.7% 116.5
Less Trading EBITDA for 6 months to 31 July 2024 (67.4) (27.2%) (53.0)
Add Trading EBITDA for 6 months to 31 July 2025 85.7 27.2% 67.4
Trading EBITDA (12 months rolling) 155.4 18.7% 130.9
Impact of IFRS 16 'Leases' (2.3) - (2.3)
Impact of disposal of Insurance Underwriting (34.3) (100.0%) -
Consolidated Pro Forma EBITDA 118.8 (7.6%) 128.6
Gross Written Premiums
Gross Written Premiums represent the total premium that the Group charges to
customers for a core insurance product, excluding insurance premium tax but
before the deduction of any outward reinsurance premiums, measured with
reference to the cover start date of the policy. This measure is widely used
by insurers so provides a meaningful comparison of performance with our peers.
It is analysed further within the Group Chief Financial Officer's Review.
Written Gross Profit After Marketing Expenses
Written Gross Profit After Marketing Expenses is calculated as written
revenue, less cost of sales and marketing expenses. This measure provides a
meaningful view of the contribution of each Insurance Broking product, before
accounting for operating expenses, and is analysed further within the Group
Chief Financial Officer's Review.
Underlying Basic Earnings Per Share
Underlying Basic Earnings Per Share represents the basic loss per share
excluding the post-tax effect of:
· release of deferred revenue associated with motor and home
three-year fixed-price policies;
· Affinity Partnership transition;
· loss on disposal of subsidiaries;
· write-off of written to earned adjustment;
· costs and fees associated with the Group's previous corporate
debt including accelerated amortisation of fees relating to the loan facility
provided by Roger De Haan;
· unrealised fair value losses on derivatives;
· Ocean Cruise dry dock costs and customer compensation;
· impairment of the carrying value of other non-financial assets;
· impact of change in the discount rate on non-PPO liabilities(1);
· fair value gains on debt securities;
· foreign exchange gains on River Cruise ship leases;
· movements in the insurance onerous contract provisions (net of
reinsurance recoveries)(2);
· profit share payable to AXA on cessation of PMI contract;
· the IFRS 16 lease accounting adjustment on River Cruise vessels;
and
· restructuring costs.
This measure is reconciled to the statutory basic loss per share in Note 6 to
the accounts.
This measure is linked to the Group's key performance indicator, Underlying
Profit Before Tax, and represents what management considers to be the
underlying shareholder value generated in the period.
Available Cash
Available Cash represents cash held by subsidiaries within the Group that is
not subject to regulatory restrictions, net of any overdrafts held by those
subsidiaries. This measure is reconciled to the statutory measure of cash in
Note 12 to the accounts.
Available Operating Cash Flow
Available Operating Cash Flow is net cash flow from operating activities after
capital expenditure but before tax, interest paid, restructuring costs and
other payments, which is available to be used by the Group as it chooses and
is not subject to regulatory restriction.
Available Operating Cash Flow reconciles to net cash flows from operating
activities as follows:
£m 6m to 6m to
July 2025 Change July 2024
Net cash flows from operating activities (reported) 42.4 0.9% 42.8
Exclude cash impact of:
Trading of restricted divisions (18.3) (37.6%) (13.3)
Restructuring costs and other payments 24.5 94.4% 12.6
Interest paid 39.8 100.0% 19.9
Tax received (0.4) (100.0%) -
45.6 137.5% 19.2
Cash released from restricted divisions 18.0 >500.0% 1.5
Capital expenditure funded from Available Cash (17.1) (87.9%) (9.1)
Cash collateralised Association of British Travel Agents bonding 0.5 100.0% -
Available Operating Cash Flow 89.4 64.3% 54.4
Net Debt
Net Debt is the sum of the carrying values of the Group's debt facilities and
pre-IFRS 16 lease liabilities less the amount of Available Cash it holds and
is analysed further within the Group Chief Financial Officer's Review.
Leverage Ratio
Leverage Ratio is the ratio of Net Debt to Consolidated Pro Forma EBITDA as of
the last day of a relevant period. It is a key metric used to report the
Group's capacity to service its debt and acts as the denominator in the
leverage covenant calculation for the Group's credit facilities.
1 This adjustment reduces the risk of residual volatility from changes in
market interest rates adversely affecting Underlying Profit Before Tax
2 The IFRS 17 onerous contract requirements create a timing mismatch between
when claims are incurred and when they are recognised in profit before tax.
Underlying Profit Before Tax adjusts for this timing mismatch by reversing the
impact of these requirements
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