Interim Results for the six months ended 31.03.25

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR.

30 June 2025

ROADSIDE REAL ESTATE PLC

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

Interim Results for the six months ended 31 March 2025

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

Key Highlights

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

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

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

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

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

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

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

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

Financial highlights:

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

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

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

^ Unaudited

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

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

Charles Dickson, Chief Executive Officer commented:

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

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

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

Steve Carson, Non-Executive Chair, commented:

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

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

- Ends -

Enquiries:

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Chief Executive Officer's Statement

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

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

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

- Brampton Hut Services,

- a Roadside scheme in Canterbury anchored by Aldi; and

These acquisitions represent total consideration of approximately £90 million.

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

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

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

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

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

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

Cambridge Sleep Sciences (CSS)

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

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

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

Liquidity

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

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

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

Board

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

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

Future strategy and outlook

Roadside continues to focus on its real estate business.

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

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

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

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

Charles Dickson

Chief Executive Officer

30 June 2025

Consolidated statement of comprehensive income

Six months ended 31 March 2025

Consolidated statement of financial position

As at 31 March 2025

Consolidated statement of changes in equity

Six months ended 31 March 2025

Consolidated statement of cash flows

Six months ended 31 March 2025

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. GENERAL

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

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

2. ACCOUNTING POLICIES

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

Going Concern

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

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

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

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

· Reduced contracted rental income to reflect a downturn scenario.

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

· Full salary and overhead cost base retained.

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

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

2. ACCOUNTING POLICIES (continued)

Real Estate

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

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

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

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

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

Other businesses

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

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

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

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

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

2. ACCOUNTING POLICIES (continued)

Debt and Borrowings

The Group currently has the following third-party debt:

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

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

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

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

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

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

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

Summary

RRE is in the final stages of its strategic restructuring, which will result in its focus being solely on Real Estate. As part of this, certain strategic costs have been capitalised in association with future target sites. The Group aims to retain its commercial property developments, providing a reliable source of recurring income and cash flow, as well as high quality investment property assets with equity value that can be unlocked via sale if needed. Based on its profitability and cash flow forecasts that incorporate assumptions that reflect a severe, (but plausible) downturn scenario, the Directors consider going concern basis of preparation to be an appropriate basis for the preparation of these financial statements.

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

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

2. ACCOUNTING POLICIES (continued)

Revenue recognition

The Group recognises revenue as follows:

Property business - Revenue from contracts with customers

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

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

Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the Group: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.

Rental income from investment properties is recognised on a straight-line basis over the lease term in accordance with IFRS 16: Leases and IAS 40: Investment Property. Lease incentives granted to tenants, such as rent-free periods or stepped rents, are considered an integral part of the total rental income and are allocated evenly over the lease term. Revenue from asset management fees is recognized in accordance with IFRS 15: Revenue from Contracts with Customers. The revenue is recognized over time as the services are rendered, reflecting the transfer of control of the services to the customer.

Non-current assets held for sale and disposal groups

Non-current assets and disposal groups are classified as held for sale only if available for immediate sale in their present condition and a sale is highly probable and expected to be completed within one year from the date of classification. Such assets are measured at the lower of carrying amount and fair value, less the costs of disposal, and are not depreciated or amortised.

In accordance with IFRS 5 'Non-current Assets Held for Sale and Discontinued Operations', the net results of discontinued operations are presented separately in the Group income statement.

3. EARNING PER SHARE

Earnings per share for profit/(loss) from operations

4. CASH AND CASH EQUIVALENTS

5. BORROWINGS

6. EQUITY - ISSUED SHARE CAPITAL

7. OPERATING SEGMENT

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

8. COPIES OF INTERIM REPORT

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