Roadside Real Estate posts full-year results as it pivots to petrol forecourts with major Gardner Retail acquisition

FY25 at a glance: profitability, portfolio pivot and a headline acquisition

Roadside Real Estate has published audited FY25 results and, more importantly, set out a much cleaner strategy: exit legacy commercial property, pivot to petrol filling stations (PFS) and next‑gen energy forecourts, and scale operations via the Gardner Retail deal. It is a meaningful reset that puts operating assets and cash generation front and centre.

On the numbers, the Group posted a small profit including discontinued operations, while continuing operations still ran at a loss. Liquidity remains tight ahead of an expected equity raise, with debt support from a related party facility. The strategic direction is clear, but execution and funding will be closely watched in the coming weeks.

Key FY25 numbers and balance sheet markers

Definitions: “discontinued operations” are businesses the Group has sold or is selling; EPS is earnings per share.

Strategic reset: disposals done, forecourts in

Commercial Property exit cleans the slate

• Agreed sale of the Commercial Property (CP) business for approximately £12m, resulting in net consideration receivable of £4.7m. Maldon and Wellingborough completed on 30 September 2025; Swindon and Spalding (REIT) completed on 17 November 2025.
• These disposals simplify the Group and remove associated third‑party debt. Note the net proceeds were set against the Tarncourt facility, so no cash receipts flowed to the parent.

Meadow JV refocused and still busy

• The Meadow JV acquired £88.4m of assets during the year. At period end, the JV had acquired £97.7m of Roadside assets and holds a development pipeline. Roadside retains a 3% interest.
• Importantly, the JV no longer has a right of first refusal over PFS and convenience retail. That gives Roadside a freer hand to pursue forecourt opportunities directly.

First owned forecourt: Coventry PFS with EV charging

• Acquired the former Sainsbury’s PFS in Coventry for £1.25m. The forecourt and convenience store are being reinstated with EV charging and other ancillary services, targeting completion in summer 2026.

Quick jargon buster: EV charging refers to electric vehicle chargers. A forecourt that offers liquid fuels, convenience retail and EV charging is better placed for the energy transition.

Gardner Retail acquisition: six trading sites and immediate earnings uplift

Post year end, Roadside agreed to acquire Gardner Retail Ltd for an estimated net consideration of £17.8m. The portfolio comprises six trading forecourts in Southwest England, with approximately 22 million litres of annual fuel sales based on FY25 figures.

• Expected completion: 25 February 2026.
• Funding: initially intended via the increased Tarncourt facility (headroom to £35.0m). The Company now expects to fund via an equity fundraising if completion occurs before the debt draw.
• Earnings impact: management expects the deal to be immediately accretive to underlying earnings in FY26. “Accretive” means it should increase earnings per share once integrated.

In my view, Gardner provides a ready‑made operating platform and cash flows, accelerating the pivot from developer/asset manager to operator. Combined with the new COO hire – a former BP Vice President for European Convenience – execution capability looks stronger.

CSS exit route: £48m put option and staged liquidity

Roadside holds a £48m put option over its remaining 48.2% stake in Cambridge Sleep Sciences (CSS). A “put option” gives Roadside the right to sell its stake at a pre‑set price.

• Fair value of the option at year end: £5.2m, recorded as a gain in FY25.
• Timing amended post year end to three tranches: £14.0m in March 2026, £14.0m in June 2026, and £20.0m in September 2027. This may affect future option valuation but improves near‑term liquidity visibility.
• Additional £1.5m contingent consideration from prior CSS stake sales was received on 21 November 2025.

Why it matters: if executed as planned in March and June, the first two tranches could provide £28m in FY26 to reduce debt and support growth. The trade‑off is exposure to timing risk until cash is received.

Funding, liquidity and the auditor’s going concern flag

Cash was £0.13m at year end, with c.£26.4m available across facilities as at 17 February 2026. Borrowings sit mainly with Tarncourt (a Dickson family vehicle), including a loan note of £9.9m at 7% (maturity extended to April 2028, with interest roll‑up permitted) and an expanded facility with headroom to £35.0m.

The audit report highlights a material uncertainty related to going concern. Management’s base case assumes an equity fundraising of at least £20m in the coming days and staged receipts from the CSS put option. In a downside scenario with no equity raise and delayed CSS proceeds, an additional £19.1m would be required, which management believes could be covered by Tarncourt facilities and cost reductions.

My take: the strategy is credible, but the next step is funding certainty. Completing the equity raise and the Gardner deal are critical catalysts to de‑risk the plan.

Positives versus risks: what investors should weigh

What looks encouraging

• Simplified business: CP disposal completed; focus now squarely on PFS, energy forecourts and convenience retail.
• Operational platform: Gardner adds six trading sites with meaningful volumes and expected earnings accretion in FY26.
• Liquidity roadmap: CSS put option provides contracted exit route worth £48m over three tranches.
• Improving trend: loss from continuing operations narrowed to £1.56m; NAV per share up to 23.22p.

Main risks and watch‑outs

• Funding execution: equity raise timing and quantum are not yet disclosed; the auditor has flagged a material uncertainty.
• Related party concentration: reliance on Tarncourt for facilities and the CP disposal optics warrant ongoing governance scrutiny.
• Cash tightness: year‑end cash was low ahead of planned financing and CSS receipts.
• Option risk: future valuation and timing of CSS put option cash flows remain key variables.

Upcoming catalysts and what to monitor

• Equity fundraising outcome and terms (aiming for at least £20m).
• Gardner Retail completion targeted for 25 February 2026 and initial trading contribution.
• CSS put option exercises – March 2026 (£14m) and June 2026 (£14m) – and use of proceeds.
• Coventry PFS reopening with EV charging in summer 2026.
• Further PFS and convenience retail acquisitions enabled by the refocused strategy and JV changes.

Bottom line

Roadside has moved quickly to become a focused forecourt and roadside retail platform. FY25 profitability was modest and flattered by discontinued items and fair value movements, while the continuing business remains loss‑making pre‑funding. The Gardner acquisition, if closed and integrated well, should tilt earnings in the right direction.

For me, this now comes down to delivery: nail the equity raise, complete Gardner, and convert the CSS option into near‑term cash. Do that, and the investment case – a scalable, income‑generating roadside operator with EV‑ready sites – starts to look much more compelling.

For the full annual report, visit the Company’s investor page: roadsideplc.com/investors