Roadside Real Estate FY25 results: annual report takeaways on forecourts and Gardner Retail

Quick read: FY25 results, forecourt strategy and Gardner Retail

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.

This article is not a replacement for the annual report; it is my read-through of the results and the forecourt plan.

Key FY25 numbers and balance sheet markers

Metric	FY25	FY24
Profit for the year (incl. discontinued)	£0.5m	£43.2m
Basic EPS incl. discontinued	0.35p	30.20p
Basic loss per share - continuing	(1.09)p	(2.18)p
Loss from continuing operations	£1.56m	£3.13m
Net increase in cash	£0.03m	(£1.94m)
Cash at bank (year end)	£0.13m	£0.10m
Net assets per share	23.22p	22.87p
Non-current borrowings	£17.9m	£16.5m
Available facilities (as at 17 Feb 2026)	c.£26.4m	n/a

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.