Final Results

About this update from Firstgroup Plc

[{"type":"text","content":"\n \n \n FIRSTGROUP PLC \n results FOR THE 52 WEEKS TO 29 march 2025 \n \n   \n Further progress across rail and bus divisions underpinned by significant investment in growth, diversification of earnings and decarbonisation positioning the Group well, ahead of industry transition: \n   \n \n \n \n \n • \n \n \n FY 2025 Group adjusted revenue of £1,370.0m (FY 2024: £1,279.6m) reflects strong underlying First Bus performance, higher variable fees in First Rail DfT TOCs and further growth in open access rail \n \n \n \n \n • \n \n \n Group adjusted operating profit increased to £222.8m (FY 2024: £204.3m), driven by First Bus rising £12.4m to £96.0m and First Rail up £5.5m to £148.8m \n \n \n \n \n • \n \n \n Adjusted EPS growth to 19.4p (FY 2024: 16.7p) with earnings growth further supported by repurchases of 54.8m shares during FY 2025 \n \n \n \n \n • \n \n \n Final dividend of 4.8p per share proposed with FY total of 6.5p (FY 2024 total: 5.5p) \n \n \n \n \n • \n \n \n Additional £50m buyback programme announced \n \n \n \n \n • \n \n \n c.£92m returned to shareholders via buyback programmes in FY 2025 \n \n \n \n \n • \n \n \n Significant investment in growth diversification and decarbonisation: \n \n \n \n \n \n \n \n -  \n \n \n £90m acquisition of RATP London with a c.12% share of London bus market \n \n \n \n \n \n \n \n -  \n \n \n further c.£ 31 m of bolt-on acquisitions to grow First Bus's Adjacent services market share \n \n \n \n \n \n \n \n -  \n \n \n £88m investment in First Bus, mostly on decarbonisation in FY 2025 net of £22m of government co-funding \n \n \n \n \n \n \n \n -  \n \n \n acquisition of track access rights for two new open access rail services to double existing capacity \n \n \n \n \n \n \n \n -  \n \n \n c.£500m order for 14 new, UK-manufactured Hitachi trains to facilitate First Rail open access growth, with an option to invest an additional c.£460m should our ongoing applications be approved \n \n \n \n \n • \n \n \n Strong cash conversion and balance sheet strength maintained; adjusted year-end net debt of £86.9m \n \n \n \n \n   \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n FY 2025 (£m) \n \n \n   \n \n \n \n \n \n \n \n \n FY 2024 (£m) \n \n \n \n \n   \n \n \n Cont. \n \n \n Disc. \n \n \n Total \n \n \n   \n \n \n Cont. \n \n \n Disc. \n \n \n Total \n \n \n \n \n Adjusted Revenue 1 \n \n \n 1,370.0 \n \n \n - \n \n \n 1,370.0 \n \n \n \n \n \n 1,279.6 \n \n \n - \n \n \n 1,279.6 \n \n \n \n \n Adjusted operating profit/(loss) 2 \n \n \n 222.8 \n \n \n (0.6) \n \n \n 222.2 \n \n \n \n \n \n 204.3 \n \n \n (1.9) \n \n \n 202.4 \n \n \n \n \n Adjusted operating profit margin \n \n \n 16.3% \n \n \n   \n \n \n 16.2% \n \n \n \n \n \n 16.0% \n \n \n \n \n \n 15.8% \n \n \n \n \n Adjusted profit/(loss) before tax 2 \n \n \n 165.1 \n \n \n (0.8) \n \n \n 164.3 \n \n \n \n \n \n 139.0 \n \n \n (2.2) \n \n \n 136.8 \n \n \n \n \n Adjusted EPS 3,4 \n \n \n 19.4p \n \n \n (0.1)p \n \n \n 19.3p \n \n \n \n \n \n 16.7p \n \n \n (0.3)p \n \n \n 16.4p \n \n \n \n \n Dividend per share \n \n \n \n \n \n \n \n \n 6.5p \n \n \n \n \n \n \n \n \n \n \n \n 5.5p \n \n \n \n \n Adjusted net debt/(cash) 5 \n \n \n   \n \n \n   \n \n \n 86.9 \n \n \n \n \n \n \n \n \n \n \n \n (64.1) \n \n \n \n \n \n \n \n \n \n \n   \n   \n   \n \n \n   \n   \n \n \n \n \n \n \n \n \n   \n   \n   \n \n \n   \n   \n \n \n \n \n \n \n \n   \n \n \n   \n \n \n FY 2025 (£m) \n \n \n \n \n \n \n \n \n \n \n \n FY 2024 (£m) \n \n \n \n \n Statutory \n \n \n Cont. \n \n \n Disc. \n \n \n Total \n \n \n \n \n \n Cont. \n \n \n Disc. \n \n \n Total \n \n \n \n \n Revenue \n \n \n 5,066.3 \n \n \n - \n \n \n 5,066.3 \n \n \n \n \n \n 4,715.1 \n \n \n - \n \n \n 4,715.1 \n \n \n \n \n Operating profit/(loss) \n \n \n 222.6 \n \n \n 4.9 \n \n \n 227.5 \n \n \n \n \n \n 46.5 \n \n \n (5.3) \n \n \n 41.2 \n \n \n \n \n Profit/(loss) before tax 6 \n \n \n   \n \n \n   \n \n \n 169.6 \n \n \n \n \n \n \n \n \n \n \n \n (24.4) \n \n \n \n \n Total comprehensive income for the year \n \n \n   \n \n \n   \n \n \n 161.7 \n \n \n \n \n \n \n \n \n \n \n \n 49.0 \n \n \n \n \n EPS 4 \n \n \n   \n \n \n   \n \n \n 21.3p \n \n \n \n \n \n \n \n \n \n \n \n (2.4)p \n \n \n \n \n Net debt \n \n \n   \n \n \n   \n \n \n 974.8 \n \n \n \n \n \n \n \n \n \n \n \n 1,144.8 \n \n \n \n \n - Bonds, bank and other debt net of (cash) \n \n \n   \n \n \n   \n \n \n (228.8) \n \n \n   \n \n \n   \n \n \n   \n \n \n (313.7) \n \n \n \n \n  - IFRS 16 lease liabilities \n \n \n   \n \n \n   \n \n \n 1,203.6 \n \n \n   \n \n \n   \n \n \n   \n \n \n 1,458.5 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n 'Cont.' refers to the continuing operations comprising First Bus, First Rail, and Group items. 'Disc.' refers to discontinued operations, being First Student, First Transit and Greyhound US. \n \n \n   \n Key developments \n   \n First Bus: \n \n \n \n \n • \n \n \n 10.0% adjusted operating profit margin delivered in H2 2025 and 8.9% for the full year, excluding London (FY 2024: 8.3%), due to further data-led operational and yield improvements, cost efficiencies, and improved driver availability offsetting inflationary pressures and lower funding \n \n \n   \n \n \n \n \n • \n \n \n Underlying 7 passenger volumes (excluding extra week in FY 2024) increased c.2% vs. FY 2024 \n \n \n   \n \n \n \n \n • \n \n \n 1.13m passenger journeys a day (FY 2024: 1.14m) \n \n \n   \n \n \n \n \n • \n \n \n Total revenue of £1,081.5m (FY 2024: £1,012.2m) despite a c.£17m reduction in funding; underlying passenger revenue growth of 7% vs FY 2024 \n \n \n   \n \n \n \n \n • \n \n \n Adjacent services revenue increased to £270.8m (FY 2024: £219.8m) resulting from contract wins and extensions and the contribution of businesses acquired in FY 2024 and FY 2025 \n \n \n   \n \n \n \n \n • \n \n \n Acquisition of RATP London completed in February 2025 sees First Bus enter the London bus market at scale with anticipated material medium-term earnings growth; the business, now named First Bus London, contributed £23.2m revenue and £0.6m adjusted operating profit in March 2025 \n \n \n   \n \n \n \n \n • \n \n \n Adjacent services portfolio bolstered by acquisitions of Anderson Travel, Lakeside Coaches and Matthews Coach Hire, and Flixbus contract, with anticipated combined annual revenues of c.£37.2m \n \n \n   \n \n \n \n \n • \n \n \n Actively participating in upcoming regional franchising opportunities in England \n \n \n   \n \n \n \n \n • \n \n \n Continued progress in electrification: \n \n \n   \n \n \n \n \n \n \n \n - \n \n \n Group net investment of £88m in FY 2025 in First Bus, mostly on electrification, alongside ZEBRA  co-funding of £22m, and an additional c.£20m of ZEBRA 2 funding awarded in March 2025 \n \n \n \n \n \n \n \n - \n \n \n c.1,115 electric buses (c.20% of our fleet) in operation including in London at end of March 2025; we now have three fully electric depots and ten further depots substantially electrified outside London \n \n \n \n \n \n \n \n - \n \n \n 39 diesel to electric 'repowers' ordered in FY 2025 following successful trials \n \n \n \n \n \n \n \n - \n \n \n third party charging underway at multiple depots outside London with new contracts signed, including with Centrica and a number of eHGV operators \n \n \n \n \n \n \n \n - \n \n \n continued focus on energy cost efficiencies, including vehicle smart charging and investment in depot energy management systems and controls \n \n \n \n \n \n \n \n \n \n \n   \n First Rail: \n \n \n \n \n • \n \n \n 2.9m open access passenger journeys in FY 2025 (FY 2024: 2.7m); \n \n \n \n \n • \n \n \n Open access revenue increased to £106.4m (FY 2024: £99.8m), with adjusted operating profit of £34.1m (FY 2024: £30.0m) \n \n \n \n \n • \n \n \n DfT TOCs financial performance ahead of expectations due to higher than forecast final variable fees \n \n \n \n \n • \n \n \n First Rail successfully took over the operation of the London Cable Car in June 2024; anticipated revenues of c.£60m over an eight-year contract period \n \n \n \n \n • \n \n \n Acquisition of track access rights for two new open access services between London Euston and Stirling and between London Paddington and South Wales to double existing seat capacity in the next two to three years; anticipated annual revenues of c.£100m with a double digit operating margin, post mobilisation \n \n \n \n \n • \n \n \n Open access applications submitted to Office of Rail and Road for additional paths on our current operations, the extension of Hull Trains to Sheffield and Lumo to Glasgow, a new Lumo Rochdale-London service and for additional services from London Paddington to Carmarthen, Hereford and Paignton \n \n \n \n \n • \n \n \n Additional services revenues of £110.7m (FY 2024: £98.2m), with operating profit growth in Mistral Data, First Customer Contact ('FCC') and First Rail Consulting partially offset by higher business development costs \n \n \n \n \n • \n \n \n South Western Railway transitioned to DfT control on 25 May 2025; First Rail's Additional services businesses continue to provide services to SWR \n \n \n \n \n   \n Corporate: \n \n \n \n \n • \n \n \n £115m on-market share buyback programme completed in August 2024 and subsequent £50m programme completed in March 2025 \n \n \n \n \n • \n \n \n The Group's £300m Revolving Credit Facility was extended for five years and a new £150m Term Loan Facility to fund First Bus electrification was agreed \n \n \n \n \n • \n \n \n Legacy North America Greyhound pension obligations fully discharged resulting in one-off net settlement gain of £5.1m after related costs recognised in H1 2025 \n \n \n \n \n   \n FY 2026 outlook \n \n \n \n \n • \n \n \n Current trading and the outlook for FY 2026 remain in line with the Group's expectations: \n \n \n \n \n \n \n \n - \n \n \n The Group expects to at least maintain adjusted earnings per share in FY 2026 \n \n \n \n \n \n \n \n - \n \n \n First Bus: further adjusted operating profit progress anticipated in FY 2026 driven by First Bus London, productivity, overhead and yield improvements, the contribution of businesses acquired in FY 2024 and FY 2025 and growth in Adjacent services, partially offset by inflationary pressures \n \n \n \n \n \n \n \n - \n \n \n First Rail: adjusted revenue and adjusted operating profit will be marginally lower, reflecting lower fees following the transfer of SWR to public ownership and a normalised level of DfT TOC variable fees offset by continued revenue growth in the current open access operations, tempered by mobilisation costs for the new open access operations \n \n \n \n \n • \n \n \n Annualised cost savings of at least £15m being delivered in H1 2026 as a result of business restructuring \n \n \n \n \n • \n \n \n Adjusted net debt position expected to be in the range of £120-130m at the end of FY 2026, reflecting strong cash generation, investment in decarbonisation and before any deployment of growth capital \n \n \n \n \n • \n \n \n As the DfT TOCs transition to public ownership, we anticipate a cash inflow of c.£120m from the DfT TOCs, after any reorganisation cash costs the Group may incur, over a three-year period from April 2025, with cash received from the management fees a year in arrears. This includes earnings from the Additional services businesses that are expected to continue supporting the DfT TOCs for a year after their contracts end, as required under the National Rail Contracts \n \n \n \n \n • \n \n \n We will participate in upcoming regional bus franchising and other UK rail opportunities and continue to evaluate a pipeline of value-accretive inorganic growth opportunities in line with the Group's disciplined capital allocation policy \n \n \n \n \n   \n Commenting, Chief Executive Officer Graham Sutherland said: \n \"I am pleased to report another positive set of results for our 2025 financial year. We have further strengthened our businesses and continued to deliver against our strategy, including growing and diversifying our earnings in both First Bus and First Rail. This leaves us well placed to at least maintain our adjusted earnings per share in FY 2026, from a stronger base, as we continue to successfully navigate a period of transition in bus and rail in the UK. \n   \n \"Our focus remains on operational excellence and the disciplined deployment of capital to maintain our accelerated investment in decarbonisation and continuing to build a diverse, sustainable earnings base, while returning any excess capital to shareholders.\" \n   \n \n \n \n \n Contacts at FirstGroup: \n \n \n Contacts at Brunswick Group: \n \n \n \n \n Marianna Bowes, Head of Investor Relations \n Stuart Butchers, Group Head of Communications \n [email protected] \n Tel: +44 (0) 20 7725 3354 \n \n \n Simone Selzer \n Tel: +44 (0) 20 7404 5959 \n \n \n \n \n \n \n \n \n \n \n \n \n Contacts at Panmure Liberum: \n \n \n Contacts at RBC Europe Limited: \n \n \n \n \n Nicholas How / John More \n Tel: +44 (0) 20 3100 2000 \n \n \n James Agnew / James Maitland \n Tel: +44 (0) 20 7653 4000 \n \n \n \n \n   \n A presentation and webcast for investors and analysts will be held at 09:00 (BST) today in London. To register to join in person or to request the webcast details, please email [email protected] . To access the presentation to be discussed on the webcast, together with a PDF copy of this announcement, go to www.firstgroupplc.com/investors . A playback facility will also be available there in due course. \n   \n Notes \n 1 'Adjusted revenue' is defined as revenue excluding that element of DfT TOC revenue, and related intercompany eliminations, where the Group takes substantially no revenue risk. The Adjusted revenue measure includes management and performance fee income earned by the Group from its DfT TOC contracts. \n 2 'Adjusted operating profit/(loss)' and 'Adjusted profit/(loss) before tax' are before adjusting items as set out in note 3 to the financial statements \n 3 'Adjusted earnings' are shown before net adjusting items and excludes IFRS 16 impacts in First Rail management fee operations. For definitions of alternative performance measures and other key terms, see the definitions section on pages 26-27. \n 4 ' Adjusted EPS' and EPS are based on the weighted average number of shares in the period of 597.7m (FY 2024: 662.9m) reflecting the current year and prior year share buybacks. \n 5 ' Adjusted net debt/(cash)' is bonds, bank and other debt net of free cash (i.e. excludes IFRS 16 lease liabilities and ring-fenced cash). \n 6 ' FY 2024 statutory operating loss of £(24.4)m included predominantly non-cash charges of £142.3m relating to the Group's termination of its participation in two Local Government Pension Schemes during the year, with an offsetting £160.4m gain in the Condensed Consolidated Statement of Comprehensive Income. \n 7 'Underlying' adjusts for certain items which distort period-on-period trends in our commercial bus business, described on page 26-27. \n   \n Legal Entity Identifier (LEI): 549300DEJZCPWA4HKM93. Classification as per DTR 6 Annex 1R: 1.1. \n   \n About FirstGroup \n FirstGroup plc (LSE: FGP.L) is a leading private sector provider of public transport services. With £5.1 billion in revenue and around 30,000 employees, we transported almost 2m passengers a day in FY 2025. We create solutions that reduce complexity, making travel smoother and life easier. Our businesses are at the heart of our communities and the essential services we pr ovide are critical to delivering wider economic, social and environmental goals. Each of our divisions is a leader in its field: First Bus is one of the largest bus operators in the UK, serving more than 25% of the population in the UK with a fleet of c.5,800 buses, and carrying more than a million passengers a day. First Rail is one of the UK's most experienced rail operators, with many years of experience running long-distance, commuter, regional and sleeper rail services. We operate a fleet of c.3,800 locomotives and rail carriages through two DfT contracted train operating companies: WCP (incorporating Avanti West Coast and West Coast Partnership Development) and GWR, and two open access routes (Hull Trains and Lumo). We are formally committed to operating a zero emission First Bus commercial fleet by 2035, and Firs t Rail will help support the UK Government's goal to remove all diesel-only trains from service by 2040. During FY 2025 FirstGroup received MSCI's highest possible ESG rating of AAA, was named one of the world's cleanest 200 public companies for the sixth consecutive year and holds an Industry Top-Rated status with Sustainalytics and Sustainability Yearbook membership with S&P Global. We provide easy and convenient mobility, improving quality of life by connecting people and communities. Visit our website at www.firstgroupplc.com and follow us @firstgroupplc on X. \n   \n Chief Executive Officer review \n   \n Introduction \n FY 2025 has been another year of strong performance, further reinforcing our track record for delivery. Our adjusted operating profit has grown to £222.8m, from £204.3m in FY 2024, and our adjusted earnings per share ('EPS') has increased to 19.4p (FY 2024: 16.7p), with higher earnings benefiting from the buyback programmes we completed during the year. We have also recently completed a corporate restructuring to deliver significant cost savings and are well placed to at least maintain our adjusted EPS in FY 2026, off a stronger more diversified earnings base. \n   \n Continued growth in First Bus \n We have improved our First Bus business over the last few years, growing revenues from £790m in FY 2022 to over £1bn in FY 2025 despite lower government funding. This is a great achievement and testament to the hard work and actions the team has taken to strengthen and grow the business. \n   \n In H2 2025 we delivered on our adjusted operating margin target of 10.0% excluding the contribution from London. For the full year First Bus has reported revenue of £1,081.5m (FY 2024: £1,012.2m) and adjusted operating profit of £96.0m (FY 2024: £83.6m), despite a £17m reduction in funding. This reflects further operational improvements, network and cost efficiencies, increased driver numbers, our newer electric fleet and the contribution of the businesses we acquired in FY 2025 and FY 2024. \n   \n Following the introduction of the £3 fare cap in England in January 2025, replacing the £2 cap, we introduced a clear and simple distance-based fare structure and the resulting yield increases outpaced a slight decline in passenger volumes in H2 2025. For the full year, passenger volumes grew by c.2% (excluding the extra week in FY 2024). \n   \n Entering the London bus market at scale \n At the end of February, we completed the £90m acquisition of RATP London. This was a significant acquisition for the Group as the market recovers and has allowed us to enter London with a c.12% market share. The business, now named First Bus London, contributed revenue of c.£23.2m and adjusted operating profit of £0.6m in March 2025. As the route contracts evolve over the next five years, we anticipate annual revenues of £300-350m, with operating margins in line with historical London levels of 6-7%. We are very pleased to welcome RATP London's employees to the Group and the integration of the business is progressing well.   \n   \n Increased revenue contribution from Adjacent services As a result of further contract wins and extensions, and the contribution of the businesses we have acquired over the last two years, our Adjacent services revenue has grown from £219.8m in FY 2024 to £270.8m in FY 2025. We have continued to bolster our portfolio during the year, with the acquisitions of Anderson Travel, Lakeside Coaches and Matthews Coach Hire in Ireland, and a new contract with Flixbus. \n   \n Leaders in electrification \n We invested c.£88m in First Bus in FY 2025, mostly on decarbonisation, net of  c.£22m of government co-funding. At the end of March 2025, c.20% of our bus fleet was zero emission and we now have three fully electric depots and a further ten substantially electrified depots and electrification underway at a further five depots outside of London. As well as lowering emissions we are benefitting from electrification operational and cost efficiencies and making use of smart technologies to optimise our battery charging and energy use. \n \n We were the first operator to allow access to third party organisations and businesses to the charging facilities at our depots. During FY 2025 we have announced further third party charging partnerships, including with Centrica and a number of eHGV operators. We also continue to share our expertise with other operators and local authorities, including hosting regular knowledge-sharing sessions. \n   \n Focus on operational delivery in First Rail \n In First Rail, we remain focused on delivering for our customers and partners. The division's financial performance for FY 2025 was ahead of expectations due to higher than previously forecast variable fees from the Department for Transport-contracted Train Operating Companies ('DfT TOCs'). Adjusted operating profit increased to £148.8m (FY 2024: £143.3m). \n   \n Our open access operations, Hull Trains and Lumo, have continued to perform well thanks to strong demand, effective yield management and continued high levels of customer satisfaction. They have delivered adjusted operating profit of £34.1m in FY 2025, up from £30.0m in FY 2024. \n   \n Our Additional services businesses, FCC, Mistral Data and First Rail Consultancy continue to perform well. They contributed revenues of £110.7m in FY 2025, up from £98.2m in FY 2024. \n   \n In line with the Government's announced policy, the DfT took over the operation of South Western Railway ('SWR') on 25 May 2025. Improving the infrastructure, customer experience and rolling stock across SWR's services during our eight-year stewardship has enabled us to deliver for our passengers, who make more than 150 million journeys each year. I would like to thank our teams for their hard work and support to ensure a successful transition. \n   \n Driving modal shift \n Driving modal shift from car and air travel to bus and train is a key strategic priority and commercial driver for the Group, and crucial for reducing congestion and improving air quality. To encourage modal shift we strive to deliver the best possible customer experience, with reliable, cost-efficient services, and we are growing our businesses to increase capacity. \n   \n Highlights during the year have included the launch of the 'Everyday Actions' internal programme in First Bus to drive service improvements. This was complemented by a major brand refresh to deliver a consistent look and feel for customers and re-focus the business on its people and customers. A new external campaign, 'Moving the everyday' was launched alongside the brand refresh, to inspire people to switch from cars to buses, highlighting the role buses play in unlocking environmental, social, economic and health benefits. \n In First Rail, we are adding capacity and applying for new routes in open access and participating in other contract opportunities. We successfully took over the operation of the London Cable Car at the end of June 2024.  Our team is now focused on working with Transport for London to enhance the customer proposition and place the service at the heart of its local community. \n   \n Leading in sustainability \n Leading in environmental and social sustainability has long been a priority for the Group. We are committed to the safety of our customers, our employees and all third parties in contact with our businesses. We are investing in decarbonisation, enhancing our operations and driving modal shift to reduce our environmental impact and support growth and prosperity across the UK. During FY 2025, we have again been recognised for our achievements and progress to date, including our inclusion in the most recent S&P Sustainability Yearbook and Clean200 report as well as receiving MSCI's highest possible ESG rating of AAA. We are also very pleased to have just been ranked among Corporate Knights' Europe 50 Most Sustainable Corporations. \n \n In March, we were pleased to publish our first Climate Transition Plan, marking another important step in our sustainability journey. It sets out our comprehensive strategy to meaningfully reduce emissions, manage climate-related risks, drive modal shift and contribute to social and economic growth in the communities we serve. \n   \n Building a diverse, quality and sustainable earnings base \n Our cash generative businesses and balance sheet capacity allow us to invest in value accretive opportunities to grow and diversify our portfolio, creating a diverse, quality and sustainable earnings base that is less affected by changes in government policy. \n   \n In First Bus, we have bolstered our Adjacent services business to grow our market share and extend our geographical reach. We have demonstrated that we have the capability to successfully integrate new businesses and there is still considerable scope for us to grow in this market, specifically in airport services, workplace shuttles and coach services, which offer stable earnings with attractive margins. As I mentioned above, the acquisition of RATP London was significant for the Group, allowing us to enter London in a strong position, with anticipated material earnings contribution in the medium term. \n   \n In First Rail, we have made very good progress in growing our UK open access capacity. We have acquired track access rights for two new services, between London and South Wales and between London and Stirling which will double our current seat capacity and treble Lumo's services in two to three years' time, creating a national brand. We have also submitted applications to the ORR for extensions to our existing services and for new routes where we have identified there is capacity and demand. Should these applications be successful, we will treble our existing capacity. \n   \n We have a disciplined capital allocation policy and a strict set of criteria when assessing investment opportunities. They must be complementary to our existing portfolio and the Group's strategy, thoroughly assessed for risks and opportunities and operated within a well-understood contractual, political and regulatory environment with an appropriate balance of risk and reward. \n   \n A strong cash conversion and balance sheet enables progressive shareholder returns We have reported a year-end adjusted net debt of £86.9m, having invested c.£88m in decarbonisation and c.£140m on acquisitions and returned £126m to shareholders via dividends and our buyback programmes. \n We repurchased the remainder of our 2024 bonds, extended our £300m Revolving Credit Facility for five years and agreed a new £150m Term Loan Facility to fund the continued electrification of our bus fleet.  We also fully discharged our remaining legacy Greyhound pension obligations. \n   \n In light of the Group's strong performance in FY 2025, the Board has proposed a final dividend of 4.8p per share (FY 2024: 4.0p per share) in line with the current policy of around three times adjusted EPS cover ratio. This will result in a dividend payment of c.£27m, to be paid on 8 August 2025 to shareholders on the register at 4 July 2025. We have also announced an additional £50m buyback programme today. \n   \n Our positive cash generation and strong balance sheet allow us to capitalise on opportunities to grow our business as our industries transition, to maintain our progressive dividend policy and for further potential returns to shareholders. \n   \n A period of significant change in UK bus and rail \n The rail and bus industries in the UK will see significant change over the next few years, with the National Rail Contracts moving to public ownership, and in the bus sector, a number of regions outside London planning to adopt the franchising model. \n   \n First Rail has been one of the largest operators for more than 25 years, working successfully with a wide range of partners and stakeholders under various contract types and delivering various significant rail infrastructure projects and fleet upgrades. Companies such as ours can bring innovation, enhanced service delivery, private investment and focus on cost control. Our DfT TOCs have saved more than £360m for the DfT in their annual business plans over the last four years. Hull Trains and Lumo have delivered substantial economic growth and created jobs in the communities they serve, grown demand and contributed to the funding of the rail network. \n   \n Enhancing rail connections is critical to boosting economic growth in the UK and we believe that, delivered effectively, rail reform will ensure the industry can grow passenger numbers, generate greater revenues and develop the value of rail in a customer-focused, dynamic and efficient environment. We believe that any future rail policy must fully embrace open access. It has been a hugely successful aspect of the rail industry over the last 25 years, connecting previously under-served places and providing additional capacity, which helps drive more people towards rail and away from less sustainable forms of transport at no cost to the tax payer. Services are provided entirely at the operator's own commercial risk and bring private investment into the sector. They create jobs and over £1bn in economic benefit to the UK, while driving modal shift to rail over more carbon intense transport modes such as car or plane. \n   \n In bus, we are one of the largest operators in the UK, carrying more than a million passengers a day. We are well placed to support the transformation of the bus sector, leveraging our expertise to work in close partnership with national, regional and local governments, in every regulatory environment, to ensure the best outcomes for customers. We believe this can be achieved with a focus on bus priority and congestion tackling measures, 'bus first' planning decisions, targeted fare initiatives for young people to support life long bus usage, improved reliability, enhanced facilities and accessibility, attracting workers to the sector and making bus a leading visible indicator in the green transition.  \n   \n Well positioned to navigate the industry transition Over the last few years we have worked to transform, grow and diversify our businesses, including a recently completed corporate restructuring. Coupled with our strong balance sheet and leading positions, this leaves us well placed to navigate the industry transition ahead. \n   \n In First Bus we intend to win our fair share of the regional franchise market, develop our existing commercial bus business and grow our Adjacent services market share, and we will continue to actively evaluate a pipeline of inorganic growth opportunities in existing and new areas across the UK. We will also make use of our property portfolio and decarbonisation credentials to drive innovation, leverage electrification efficiencies and generate new revenue streams in the energy sector. \n   \n In First Rail, we are focused on growing our successful open access business, identifying where we can scale our Additional services businesses, bidding for new contracts and identifying new open access opportunities in the UK, as well as monitoring open access opportunities in Europe as the market continues to liberalise. \n   \n Board changes At our AGM in July 2024, David Martin announced his intention to retire from the Board. I am grateful to David for his contribution to the Group and the strategic progress that he has overseen. \n   \n On 1 February 2025, Lena Wilson CBE joined the Board as Chair. Lena is currently Senior Independent Director at NatWest Group plc, and has held senior and Board roles at a number of listed and private companies. She was also Chief Executive of Scottish Enterprise from 2009 to 2017 and prior to that a Senior Investment Adviser to The World Bank in Washington DC. We are delighted that Lena has joined the Group and there is no doubt that we will benefit from her substantial experience in both the public and private sectors. \n   \n Outlook We have entered FY 2026 with a stronger and more diversified earnings base and expect to at least maintain our adjusted EPS, with a lower contribution from the DfT TOCs offset by further profit growth in First Bus and lower corporate costs, aided by at least £15m of annualised cost savings as a result of the restructuring of our businesses.   \n   \n In First Bus, we are restructuring the business to ensure we remain a strong and agile business as we respond to changes in the UK bus market. We anticipate further progress during FY 2026, with incremental yield, network and operational efficiencies, the contribution of the businesses acquired in the last two years and cost savings resulting from the restructuring of the business offsetting continued inflationary pressures and the anticipated c.£15m impact of the increase in employers' National Insurance contributions. We anticipate revenue of c.£1.4bn from First Bus in FY 2026, including c.£300m from First Bus London. \n   \n In First Rail, we anticipate lower adjusted revenue and adjusted operating profit, reflecting the transfer of SWR to public ownership, a normalised level of DfT TOC variable fees and mobilisation costs in our new open access operations, offset by continued growth in our current open access operations.   \n   \n The Government's announced policy is to bring the National Rail Contracts into public ownership at the earliest possible opportunity, with SWR transferring on 25 May 2025, c2c on 20 July and Greater Anglia on 12 October 2025, with subsequent contracts transferring at intervals of approximately three months in the order that their current core contractual terms expire. \n   \n As the contracts transition, we anticipate a cash inflow of c.£120m from the DfT TOCs, after any reorganisation cash costs the Group may incur, over a three-year period from April 2025 with cash received from the management fees a year in arrears. The increase in the anticipated cash inflow to the Group has primarily been driven by higher variable fees in FY 2025 combined with GWR now expected to transition in FY 2027. This cash receipt includes the earnings from the division's Additional services businesses which are expected to continue supporting the DfT TOCs for a year or more after the National Rail Contracts end. First Rail continues to support Trans Pennine Trains in a number of areas two years after the transition of the National Rail Contract.    \n   \n In First Bus, positive free cash flow is anticipated after net cash capital expenditure of c.£150m, mainly on decarbonisation. \n   \n Looking further ahead, we anticipate that our First Bus and our First Rail open access businesses will continue to grow from their existing strong bases. We also expect them to be more cash generative following a period of significant investment in the First Bus fleet and open access rail being capital light, with rolling stock funded through operating leases for the duration of the track access agreements. \n   \n Conclusion In FY 2025 we have successfully executed our strategy, further strengthened our businesses and grown and diversified our portfolio despite high inflation and the impact of public policy changes. Our strong performance is testament to the expertise and efforts of our people and I am very grateful to all our teams for their continued hard work to ensure we provide the best possible services for our customers and stakeholders. \n   \n Looking ahead, for some time now we have been working to restructure our businesses and cost base ahead of a period of major transition for the Group. We are confident we will at least maintain our adjusted EPS in FY 2026, from a stronger, more diverse earnings base, with scope for material earnings growth in the medium term as we grow revenues in First Bus and open access rail.   \n   \n As a leading, highly experienced and innovative public transport operator we are well placed to participate in future opportunities in UK bus and rail and to continue our significant investment in growth and decarbonisation. We recognise that we have a critical role to play in the delivery of the country's wider economic, social and environmental goals, and will continue to take a proactive approach, demonstrating our strengths as a trusted, experienced partner for the delivery of public transport services. \n   \n Graham Sutherland \n Chief Executive Officer \n 10 June 2025 \n   \n Business Review \n First Bus \n \n \n \n \n \n \n \n \n \n \n £m \n \n \n \n \n \n \n \n \n \n \n \n \n \n FY 2025 \n \n \n FY 2024 \n \n \n \n \n \n Change \n \n \n \n \n Revenue \n \n \n 1,081.5 \n \n \n 1,012.2 \n \n \n \n \n \n +69.3 \n \n \n \n \n Adjusted operating profit \n \n \n 96.0 \n \n \n 83.6 \n \n \n \n \n \n +12.4 \n \n \n \n \n Adjusted operating margin \n \n \n 8.9% \n \n \n 8.3% \n \n \n \n \n \n +60bps \n \n \n \n \n EBITDA \n \n \n 160.1 \n \n \n 148.1 \n \n \n \n \n \n +12.0 \n \n \n \n \n Adjacent services revenue \n \n \n 270.8 \n \n \n 219.8 \n \n \n \n \n \n +51.0 \n \n \n \n \n Passenger volumes (m) \n \n \n 412.0 \n \n \n 424.4 \n \n \n \n \n \n (12.4) \n \n \n \n \n Regional revenue per mile (£) \n \n \n 5.58 \n \n \n 5.38 \n \n \n \n \n \n +0.20 \n \n \n \n \n Net operating assets \n \n \n 813.3 \n \n \n 580.2 \n \n \n \n \n \n +233.1 \n \n \n \n \n Net capital expenditure \n \n \n 88.2 \n \n \n 129.4 \n \n \n \n \n \n (41.2) \n \n \n \n \n Return on Capital Employed 1 \n \n \n 11.1% \n \n \n 11.5% \n \n \n \n \n \n (40)bps \n \n \n \n \n   \n 1      Return on capital employed is a measure of capital efficiency and is calculated by dividing adjusted operating profit after tax by average year- end assets and liabilities excluding debt items. \n   \n First Bus revenue increased to £1,081.5m in FY 2025 compared with £1,012.2m in FY 2024, which had an extra week of trading and included the operation of the Oldham depot in Manchester. Total passenger revenue grew to £785.6m (FY 2024: £769.1m), with regional revenue per mile up by 4%. \n   \n Our adjusted operating profit increased to £96.0m in FY 2025 compared with £83.6m in FY 2024 which included c.£1.4m from the extra week of trading. In H2 2025 we delivered our targeted adjusted operating margin of 10.0%, with a margin of 8.9% for the full year, excluding First Bus London (FY 2024: 8.3%). This reflects the delivery of further operational improvements, network and cost efficiencies, increased driver numbers, our newer electric fleet and the contribution of recently acquired businesses, which offset ongoing inflationary pressures and a £17m reduction in funding. \n   \n Revenue from Adjacent services has also grown, to £270.8m from £219.8m in FY 2024 thanks to further contract wins and extensions and the contribution of the businesses we acquired in FY 2024 and FY 2025. \n   \n We successfully managed the transition from the £2 fare cap to £3 in England in January 2025, introducing a new fare structure, making use of our 'Tap On, Tap Off' technology that allows us to introduce simple, distance-based fares. The resulting yield increases outpaced a slight decline in passenger volumes in H2 2025. For the full year, excluding the extra week in FY 2024, passenger volumes increased by c.2%, with concessionary volumes up 4% and commercial volumes flat versus the prior year. \n   \n The free travel for under-22s scheme in Scotland and the £2, and subsequent £3 fare cap in England continued to support demand during FY 2025. Under the Scottish Government's under-22s scheme, operators are reimbursed a proportion of the cost of a full adult fare. Under the £3 fare cap scheme in England, operators agree a reimbursement schedule in advance with the DfT based on the projected cost to the operator for charging a flat £3 fare for journeys that would otherwise have cost more. \n   \n In February 2025 the Welsh Government announced plans for a year-long pilot scheme offering £1 single bus fares and £3 day tickets to under-22s in Wales from September and earlier this month we were very pleased to welcome the Chancellor of the Exchequer to our Huddersfield bus depot as she unveiled details of £15.6bn in funding for local transport projects across England's city regions. We welcome this investment by government and it is good to see that buses are put at the forefront of these projects. \n   \n We very much welcome government funding in critical areas and in key demographics, including in air quality, modal shift and economic growth. We are seeing some evidence in Scotland that young people continue to use the bus when they turn 23, reinforcing our support for young person funding schemes to encourage life long bus use. \n   \n Our post-tax return on capital employed decreased to 11.1% during the period (FY 2024: 11.5%). This reflects the growth in adjusted operating profit offset by growth investments, and the continued accelerated investment in the electrification of our fleet and infrastructure which, thanks to lower operating costs and potential adjacent revenue streams resulting from electrification, is anticipated to increase future profitability. \n   \n Focus on continued operational improvement \n Our focus remains on the everyday basics, delivering incremental performance improvements to deliver the best possible services for our customers, drive further revenue growth and ensure we are in a strong position to participate in future franchise and commercial opportunities. We remain committed to the safety of our customers, employees and all third parties in contact with our business. In FY 2025, we launched an internal programme, 'Everyday Actions' to drive these improvements. We also continue to make use of our industry-leading data and software tools to improve our service delivery, align services to demand, implement smarter fares and drive operational and cost efficiencies throughout the business. \n   \n To manage the transition to the £3 fare cap and the increased employer's National Insurance contributions from 1 April 2025, alongside the new fare structure we introduced in H2 2025, we have delivered further network efficiencies, working with our local authority partners to ensure there is the necessary coverage for local communities. \n   \n Thanks to our continued efforts and investment in our recruitment and employee programmes, we have recruited over 100 more drivers during FY 2025. We are also benefiting from our newer electric fleet, with an average fleet age in FY 2025 of 8.8 years, down from 10.1 years in FY 2022 and 9.0 years in FY 2024.    \n   \n A highlight of the year has been the launch of a ground-breaking new learning agreement with our trade union partner, Unite the Union. It includes six new learning centre hubs, offering all frontline colleagues a dedicated facility that puts continual learning opportunities outside of their day-to-day skillset at the forefront, equipping them with new skills to drive forward their careers and better support First Bus customers. Colleagues will have access to both vocational and non-vocational modules, alongside support from a trained and full-time Trade Union Learning Representative. We are proud of this important initiative, which builds on the strong foundations of an ongoing education partnership with Unite the Union that has spanned over two decades. \n   \n Industry-wide inflationary pressures continued during FY 2025. Costs increased due to inflation by c.3.5%, mostly in wages, where there was a 5% average increase in driver pay awards, much of which is carried over from agreements in the previous financial year; this was offset by pricing changes of c.£41m and network and operational efficiencies of c.£10m. In line with our focus on staggered, multi-year pay award settlements, c.16% of our driver pay awards for FY 2026 were previously agreed, at an average increase of c.3%, and we have commenced negotiations for pay awards due in FY 2026.   \n   \n We have fuel and electricity hedging programmes in place to mitigate in-year cost inflation and overall volatility of fuel and energy costs, and these programmes continue to evolve as we transition the First Bus fleet to zero emission. \n   \n A refreshed, unified brand marks a major milestone in our transformation journey \n Over the last few years, we have transformed our operational and financial performance and grown our business both organically and inorganically. In December 2024, following extensive planning and incorporating feedback from our customers and employees, we launched a refreshed First Bus brand. This is yet another important milestone in our transformation journey and reinforces our focus on our customers, with a clear, consistent brand that is easier to recognise and engage with. Alongside the brand refresh we launched a campaign 'Moving the everyday', to inspire people to switch from cars to buses, highlighting the role buses play in unlocking environmental, social, economic and health benefits. \n   \n In addition to the rebrand, we have launched a major digital transformation programme to improve and streamline a number of our processes and functions. This includes the introduction of new systems in HR, payroll and back office services, new ticket machines and further improvements to our customer app. \n   \n Entering the London bus market at scale \n At the end of February 2025, we completed the £90m acquisition of RATP London and created First Bus London. This was a significant acquisition for First Bus and has allowed us to enter London with a c.12% market share and strong operational footprint as the market recovers, with anticipated material earnings growth in the medium term. It will also bolster our credentials when bidding in future franchise opportunities. \n   \n With ten depots in West and Central London, c.3,700 employees and a fleet of around 1,000 buses, the business, now named First Bus London, contributed revenue of £23.2m and adjusted operating profit of £0.6m in March 2025 and the integration of the business has progressed well. As the route-contracts evolve over the next five years, we anticipate annual revenues of £300-350m, with operating margins in line with historical London levels of 6-7%. \n   \n A £38m onerous contract provision ('OCP') was recognised on acquisition, covering c.50 contracts of the total of c.90 TfL route contracts. The OCP is expected to unwind over the coming five years as these previously loss-making contracts are replaced by new contracts that reflect the current higher costs of contract delivery given the structural shift that occurred in the cost base, mainly driver wages, as London recovered from the impact of Covid-19. The Group anticipates funding of c.£10m over the next two years to cover the anticipated losses and capital expenditure before the business is cash positive from FY 2027 onwards. This does not include vehicle capital expenditure, where we are evaluating the optimal capital structure going forward. \n   \n We are very pleased to welcome RATP London's employees to First Bus to continue the delivery of the proven turnaround plan. \n   \n Growing our Adjacent services portfolio and operational footprint \n In FY 2025 we have continued to grow our Adjacent services business, through new contract wins and extensions and the targeted acquisitions of complementary, value accretive businesses that we have successfully integrated into the business. Our Adjacent services revenues have increased by 23% during the year to £270.8m, thanks to new and extended contracts in our workplace shuttle services for a number of high-profile brands as well as a number of Park & Ride contracts and the contribution of the businesses we have acquired in FY 2025 and FY 2024. \n   \n As well as growing our coach business and extending our operational footprint in the UK, we anticipate that the acquisitions we have made in Adjacent services over last few years will contribute combined annual revenues of c.£124m and adjusted operating profit of c.£17m on a current run rate basis. In FY 2025 we acquired Anderson Travel, Lakeside Coaches and Matthews Coach Hire in Ireland, all well-established, profitable businesses with attractive margins and excellent growth profiles, for a total acquisition cost of £31m. We also entered into a new, five-year contract with FlixBus to operate eight coach routes across the UK, from May 2025, spanning from Penzance to Newcastle, out of our depots in Bath, Bristol, Slough, Taunton, Truro and Weston-super-Mare as well as in Yorkshire. \n   \n We have built a strong regional footprint and a credible market position in Adjacent services but there is still considerable scope for us to grow, specifically in airport services, workplace shuttles and B2B and B2C coach services. We have a highly experienced business development team and will continue to leverage our operational strengths, infrastructure and decarbonisation credentials to grow our market share and maximise commercial return through longer-term, higher-value contracts. \n   \n A leader in bus fleet and infrastructure decarbonisation \n We continue to make good progress towards our target of a zero emission commercial bus fleet by 2035 and remain at the forefront of bus decarbonisation in the UK. The experience and expertise we have built over the last few years places us in a strong position when bidding for new contracts and we are also able to share our learnings, including through our monthly sessions for local authorities and other partners and operators to learn about decarbonisation. \n   \n Our progress has been underpinned by our accelerated investment in decarbonisation, alongside available government co-funding. During the year, we continued to secure advance power connections to our sites, to install charging infrastructure and purchase electric vehicles. We invested net capital expenditure of c.£88m in First Bus in FY 2025, mostly on electrification, with £22m secured from the UK Government's ZEBRA co-funding schemes. In March 2025, we worked successfully with our local authority partners, to secure an additional £20m of ZEBRA 2 funding that had not yet been utilised. In addition to adding more chargers and vehicles to existing electrified depots, we introduced electric buses and infrastructure in Taunton, Basildon, Weston-super-Mare and Bristol. Later in 2025, our Bristol Hengrove depot will be fully electric, a fantastic change for our customers and colleagues in the city.   \n   \n At the end of March 2025 we had c.1,115 zero emission buses, c.20% of our fleet, including in London, and outside London we now have three fully electrified and ten substantially electrified depots and electrification underway at a further five depots. We have more than 900 charging outlets at our depots outside London and have secured further third-party charging contracts during FY 2025, including with Centrica and a number of eHGV operators. RATP London was an early mover in electrification in the London market. At the end of March 2025, c.35% of the First Bus London fleet was electric, with charging infrastructure installed at five of ten depots. \n   \n Following successful trials, in FY 2025 we placed an order for 39 'repowers' with NewPower, a new entity launched by UK manufacturer Wrightbus. These are mid-life diesel or hybrid buses that have been converted to run entirely on electricity. Alongside the benefits of electric buses such as reduced emissions and lower operating costs, repowered vehicles are cheaper than new electric buses, can extend the lifespan of buses and avoid the emissions of manufacturing new vehicles, representing an important, incremental component of our decarbonisation strategy. \n   \n Our strategic partner Hitachi Zero Carbon has made further progress in FY 2025. This has included agreements to pilot its ZeroCarbon Battery Manager with Italian bus operator AMT Genoa to maximise fleet energy and battery efficiency, and with Indian bus manufacturer JBM Group to deploy the solution on their electric buses to enhance performance, extend battery life and maximise residual value. \n   \n The electrification of our fleet and infrastructure is a key component in the transformation of our business. It will allow us to standardise and reduce the size of our commercial fleet to drive efficiency and lower engineering costs whilst delivering the same mileage. Furthermore, by making use of smart charging software and, where possible, charging our vehicles when electricity prices are lower, we can optimise our energy use, increase battery efficiency and potentially extend battery life. Looking further ahead, in addition to the revenues generated from third party charging at our depots, we are well positioned to benefit from other potential value accretive, adjacent electrification revenue streams. This includes capacity market trading, on-site battery storage, opportunities on residual battery capacity and efficient battery recycling post commercial use through our joint venture with Hitachi Zero Carbon. \n   \n Well positioned to participate in franchising and partnership opportunities \n The regional bus market will see considerable change over the next few years, as a number of Mayoral Authorities outside London choose franchising as their preferred future option for bus delivery. This includes some areas where we currently operate, and others where we do not, representing an opportunity for us to enter new markets. \n   \n As a leading, highly experienced operator with a large, well-capitalised fleet and depot footprint we are well positioned, and will actively take part in franchising opportunities as they commence. These include in Liverpool City Region, the West Midlands, West Yorkshire, Cambridge and Peterborough and South Yorkshire where locally Mayoral Authorities are progressing with schemes planned to commence in the next two to three years. \n   \n We also have good experience operating under the enhanced partnership model and have seen the great benefits these partnerships can deliver. In Leicester and Portsmouth, for example, investments of c.£100m and £76m respectively in their enhanced partnerships between 2022 and 2025 have resulted in passenger growth of 26% and 41% respectively since the start of the period.   \n   \n Our mission is to drive modal shift and encourage more people to use the bus, and we will continue to adapt our business to deliver great value, to shape networks to suit where and when people want to travel, to serve communities and grow local economies in a sustainable way. \n   \n Regardless of the model, close partnerships with local government stakeholders are essential for the thriving local bus networks we all want to see, and we are committed to working with our partners locally and nationally to achieve this. We will participate in future franchise bids and partnership opportunities, positioning First Bus as the partner of choice, capable of consistent and competitive service delivery. \n   \n Looking ahead \n We are restructuring our business to ensure we remain a strong and agile business as we respond to changes in the UK bus market. We anticipate further progress in First Bus during FY 2026, with further yield, network and operational efficiencies, the contribution of our recently acquired businesses and cost savings resulting from the restructuring of the business offsetting continued inflationary pressures and the anticipated c.£15m impact of the increase in employers' National Insurance contributions. We anticipate revenue of c.£1.4bn in FY 2026, including c.£300m from First Bus London. \n   \n We expect net cash capital expenditure of c.£150m in FY 2026, including £20m for accelerated investment in electric buses supported by additional ZEBRA 2 funding, £40m for property and electrification infrastructure projects and c.£10-12m to fund London cash losses before the release of onerous contract provisions. \n   \n Looking further ahead, we are well placed to navigate the market transition and to grow and diversify our portfolio and steadily grow our earnings, including from the contribution of First Bus London as the contract portfolio evolves. We intend to win our fair share of the franchise market, develop our existing commercial bus business, grow our Adjacent services earnings and market share, and continue to actively evaluate a pipeline of inorganic growth opportunities in existing and new areas across the UK. We will also make use of our property portfolio and decarbonisation credentials to drive innovation, leverage electrification efficiencies and generate energy-related revenue streams. Underpinning this, we firmly believe that government policy, favourable demographics and environmental and societal trends will support sustainable growth in the UK bus sector going forward. \n   \n First Rail \n \n \n \n \n \n \n \n \n \n \n £m \n \n \n \n \n \n \n \n \n \n \n \n \n \n FY 2025 \n \n \n FY 2024 \n \n \n \n \n \n Change \n \n \n \n \n Adjusted revenue from DfT TOCs 1 \n \n \n 71.7 \n \n \n 69.8 \n \n \n \n \n \n +1.9 \n \n \n \n \n Adjusted revenue from open access and Additional services 2 \n \n \n 217.1 \n \n \n 198.0 \n \n \n \n \n \n +19.1 \n \n \n \n \n First Rail adjusted revenue \n \n \n 288.8 \n \n \n 267.8 \n \n \n \n \n \n +21.0 \n \n \n \n \n Adjusted operating profit from DfT TOCs \n \n \n 107.3 \n \n \n 105.6 \n \n \n \n \n \n +1.7 \n \n \n \n \n Adjusted operating profit from open access and Additional services \n \n \n 41.5 \n \n \n 37.7 \n \n \n \n \n \n +3.8 \n \n \n \n \n First Rail adjusted operating profit \n \n \n 148.8 \n \n \n 143.3 \n \n \n \n \n \n +5.5 \n \n \n \n \n Passenger journeys (m) - open access operations \n \n \n 2.9 \n \n \n 2.7 \n \n \n \n \n \n +0.2 \n \n \n \n \n 1      'Adjusted revenue' is revenue excluding that element of DfT TOC revenue, and related intercompany eliminations, where the Group takes substantially no revenue risk. The Adjusted revenue measure includes management and performance fee income earned by the Group from its DfT TOC contracts; refer to Note 3 on page 36 for further detail \n 2      Includes intra divisional eliminations related to affiliate trading with the open access operations \n   \n The First Rail division reported total adjusted revenue of £288.8m for FY 2025 (FY 2024: £267.8m) reflecting higher variable fees in the DfT TOCs and further growth in open access and Additional services, including the contribution of the London Cable Car. \n   \n The division's two open access operations, Hull Trains and Lumo, delivered revenue of £106.4m in FY 2025, up from £99.8m in FY 2024 and adjusted operating profit of £34.1m (FY 2024: £30.0m). This was driven by strong demand, effective yield management, additional ten car services on Hull Trains and continued high levels of customer satisfaction, partially offset by slightly higher costs. \n   \n Our DfT TOCs operate under National Rail Contracts ('NRC's), where the DfT retains substantially all revenue and cost risk (including for fuel, energy and wage increases). There is a fixed management fee and the opportunity to earn an additional variable fee. The punctuality and other operational targets required to achieve the maximum level of variable fee under the contracts are designed to incentivise service delivery for customers. The DfT TOCs reported adjusted revenue of £71.7m in FY 2025 (FY 2024: £69.8m) and adjusted operating profit of £107.3m (FY 2024: £105.6m). As previously reported, FY 2025 income includes non-recurring variable fee upside for the year, higher than forecast, and FY 2024 included c.£13m higher final variable payments for FY 2023. \n   \n Attributable net income from the DfT TOCs - the Group's share of the management fee income available for distribution from the GWR, SWR and WCP DfT contracts - was £39.0m compared with £39.5m in FY 2024 which included the final variable fee payments for FY 2023 mentioned above, as well as the contribution of TransPennine Express which the Group operated until 28 May 2023. \n   \n In line with the Government's announced policy to bring the NRCs into public ownership at the earliest possible opportunity, the DfT took over the operation of SWR on 25 May 2025. In FY 2025, SWR contributed revenue of £1,178m and adjusted operating profit of £25.2m. The IFRS 16 impact comprises operating profit benefit of £7.6m and interest cost of £4.5m. Net attributable fees earned by the Group were £9.2m after the non-controlling interest of £4.0m. IFRS 16 leases recognised on the balance sheet at the end of FY 2025 were £23.1m (FY 2024: £160.5m), and SWR had £88.1m of ring fenced cash (FY 2024: £30.0m) which is anticipated to be returned following the handover of the contract in May 2025. \n   \n The Additional services businesses contributed revenue of £110.7m (FY 2024: £98.2m) and adjusted operating profit of £7.4m (FY 2024: £7.7m) reflecting business development costs of £5.7m (FY 2024: £1.7m). \n   \n Another strong year in open access \n Our two highly successful open access operations, Hull Trains and Lumo, where we bear all revenue and cost risk and opportunity, continued to perform well during FY 2025, with continued very high levels of customer satisfaction.   \n   \n Hull Trains has continued to run a ten-car service at peak demand times (typically a five-car service) to match demand, resulting in a 12% increase in passenger revenue in FY 2025 to £48.1m. Seat capacity utilisation remained at a similar level to the prior year, at 67% (FY 2024: 69%). \n   \n Lumo's profit is driven predominantly by demand and effective yield management, whilst still offering competitive prices. Passenger revenue increased by 8% in FY 2025, to £54.2m, reflecting better seat utilisation along all of the route coupled with further improvement in yields offsetting slightly higher costs. Seat capacity utilisation rose slightly, from 75% in FY 2024 to 78% in FY 2025.   \n   \n Growing our open access capacity remains a key strategic priority \n Growing our open access business is a key focus for the Group and we are working hard to drive efficiencies, add capacity and apply for new routes where we can connect under-served communities, and support economic growth and employment. The progress we have made during FY 2025 will see us at least doubling our existing seat capacity in the next two to three years and trebling Lumo's services, creating a national brand. \n   \n We are also committing significant investment to facilitate a material growth in our open access capacity, including our recently announced c.£500m ten year lease and maintenance agreements for 14 new five-car class 80X Hitachi electric, battery or bi-mode trains. The trains will be manufactured by Hitachi in County Durham, securing the skills base and jobs in the local area. The lease agreement also contains an option for the Group to procure an additional 13 trains for c.£460m if the applications outlined below are successful. \n   \n At the end of 2024, we acquired track access rights for two new open access services, between London Paddington and Carmarthen and between London Euston and Stirling which will double our current capacity in two to three years' time. \n   \n The current track access agreement for the Stirling service runs from May 2025 for a period of five years and includes four return services a day between London Euston and Stirling (three on Sundays), and a fifth return service between Euston and Preston seven days a week. The new service will call at a number of intermediate stations in England and Scotland, including Whifflet, Greenfaulds and Larbert, which will have their first direct services to London. It will create around 100 direct jobs and will provide more choice for passengers with significantly increased direct connections to and from London and central and southern Scotland, making use of available capacity on the network. We have entered into a rolling stock lease agreement for five Class 222 six-car diesel trains with Eversholt Rail, with a total seat capacity of c.340 standard class seats per service. Services are currently expected to commence mid 2026 following the delivery of the trains and staff training. Following a c.2-year mobilisation period we expect an annual revenue contribution of c.£50m, with a low double digit adjusted operating margin, pre-IFRS 16. \n   \n The new South Wales service includes five services a day between London Paddington and Carmarthen, calling at intermediate stations in England and Wales including Bristol Parkway, Newport, Severn Tunnel Junction, Cardiff Central, Gowerton and Llanelli. Passengers can look forward to low fares, with free Wi-Fi and on-board catering, all offered in one comfortable class of travel. The service will create around 100 direct jobs and will create more customer choice and much-needed additional capacity on the route as well as providing the first direct service to London from Severn Tunnel Junction and Gowerton, and a vastly improved connection from Llanelli. The track access commences in December 2027 and following a two year period of mobilisation the Group expects the service to contribute annual revenues of c.£50m, with a double digit operating margin, pre-IFRS 16. \n   \n We have also submitted applications to the ORR for extensions to our existing services and for new routes where we have identified there is capacity and demand. These include a new Lumo service between London and Rochdale, the extension of the Lumo service between Glasgow and Edinburgh, an expansion of the new Lumo Carmarthen services to Paignton and Hereford, and a new Hull Trains service between London and Sheffield via Retford and Worksop. Should these applications be successful we will treble our existing capacity. Discussions on these applications continue with the ORR and Network Rail, supported by detailed business case and performance modelling conducted by our internal teams and third party experts. \n   \n Leveraging our expertise and capabilities in Additional services \n Our First Rail Additional services businesses - First Customer ConFCC), Mistral Data and First Rail Consultancy, generated revenues of £110.7m in FY 2025, up from £98.2m in FY 2024. Adjusted operating profit was lower, at £7.4m (FY 2024: £7.7m due to higher business development costs during the year, of £5.7m (FY 2024: £1.1m)), including the Elizabeth Line bid and progressing the open access applications. \n   \n Our bespoke contact centre FCC provides customer relations, delay repay services and fraud prevention and management services to train operating companies. During FY 2025 FCC implemented a number of artificial intelligence tools to further improve its customer handling experience and continues to support a number of train operating companies, including Transpennine Express and SWR.   \n   \n Our rail operations and commercial software as a service business Mistral Data provides a number of cloud-based tools focused on rail transport operations, staff messaging, customer engagement, revenue management, business intelligence and remote asset management. During the year, the team has continued to develop new tools and services, marketing them to UK and international industry participants. New contracts have been entered into with Network Rail Wessex, for the provision of Berth Maps and Sirocco, Mistral's real-time train visualisation and decision support solutions. Our services can enable data sharing across functions and passengers, as well as providing a single view of real-time railway operations for both operators and infrastructure providers. This leaves us very well positioned to support the delivery of effective and cohesive data and tools across the industry as the operation of rail services and the management of infrastructure and assets transfers to Great British Railways. \n   \n First Rail Consultancy provides expertise in all the major facets of transport operations to a range of operating companies, addressing both current services and the cost-effective delivery of major infrastructure projects, rolling stock procurement and upgrades. During FY 2025, the team secured a consultancy contract with its first non-rail client in an adjacent transport market and continued to support a wide range of UK rail industry clients, including West Coast Partnership Development, as they manage a range of deliverables in the developing HS2 project.   \n   \n We believe that as the UK rail industry evolves the services our businesses provide are well placed to bring experience, expertise and benefits to the sector that will continue to be vital to the success of the industry, and we are looking at ways to scale them.   \n   \n Continued focus on operational delivery in the DfT TOCs \n Alongside our commitment to the safety of our customers, employees and third parties in contact with our business, we have continued to leverage our deep sector experience and expertise to work collaboratively with the DfT, our industry partners and stakeholders to add value, innovate and enhance our service offering. \n   \n Avanti West Coast successfully launched its new Evero all electric class 807 and bi-mode class 805 fleet, offering more services on the London to Liverpool route. The trains, rolled out as part of a £350m investment programme, will provide more seats and more services, and have received good customer feedback. Earlier this year, Avanti announced that a third of its new trainee driver recruits are women, following a very successful, targeted recruitment campaign. Since the launch of the campaign in 2023, Avanti has increased the number of female trainee drivers by nearly 60%. \n   \n At GWR, a three-year, £10m refurbishment of Great Western Railway's regional and suburban train fleet was completed, providing an improved journey experience for customers. GWR also opened the new Reading West Station and re-opened Ashley Down, which was part of a c.£300m investment by the West of England Mayoral Combined Authority, in partnership with GWR, Network Rail and Bristol City Council. \n   \n GWR also continued its industry-first fast-charge battery-only train trial during the year, gathering insights to share with the DfT and wider industry. The work the team has done to date has successfully raised the profile of fast charge as part of the potential solution for the decarbonisation of lines that are difficult or expensive to reach through traditional electrification.  \n   \n At SWR, the team continued the roll out of the new, £1bn fleet of 90 Arterio trains. At the end of May, the new trains were serving some of SWR's busiest stations, including Earlsfield, Kingston, Richmond, Twickenham and Wimbledon. Improving the infrastructure, customer experience and rolling stock across SWR's services during our eight-year stewardship enabled us to deliver for our passengers, who make more than 150 million journeys each year. Right up to the final weeks of operation, we continued to innovate, with the introduction of advanced 5G services on c.70km of line between Basingstoke and Earlsfield, with best-in-class Wi-Fi experience for customers. I would like to thank our SWR passengers for their custom and our SWR colleagues for their hard work and dedication to customers and the important role they have played in the delivery of improvements to the service. \n   \n Transport for London contracts \n Having operated London Trams on behalf of Transport for London ('TfL') for a number of years, we were very pleased to be awarded the contract to operate the London Cable Car on behalf of TfL, with estimated revenues of c.£60m over the eight-year contract period. We successfully took over the operation at the end of June 2024, following several months of mobilisation activity. Our team is now working with TfL to enhance the customer proposition and place the service at the heart of its local community. \n   \n As previously announced, in July 2024 we submitted a bid for the Elizabeth Line contract in partnership with Keolis SA. We were disappointed not to have been awarded the contract, having submitted what we believed was a commercially attractive bid. We will however apply our learnings from the process to our future bid processes. \n   \n Entering a period of significant change in UK rail \n The UK rail industry will see considerable change over the next few years, with the NRCs moving to public ownership and the establishment of Great British Railways ('GBR'). \n   \n First Rail has been one of the largest operators for more than 25 years, working successfully with a wide range of partners and stakeholders under various contract types and delivering various significant rail infrastructure projects and fleet upgrades. Companies such as ours can bring innovation, enhanced service delivery, private investment and focus on cost control. Our DfT TOCs have saved more than £360m for the DfT in their annual business plans over the last four years and recent data from the ORR has shown that West Coast Partnership paid £67m to the Treasury in 2023/24 after years of being a subsidised operation.   \n Hull Trains and Lumo, our two very successful open access operations, have delivered economic growth and created jobs in the communities they serve, grown rail passenger demand and contributed to the funding of the rail network. Lumo for example, is the first open access operator to start paying the Infrastructure Capacity Charge alongside the Variable Usage Charge and from the fourth anniversary of launch in October 2025 will be paying just over £5 per train mile. An independent study earlier this year compared this with similar long-distance operators and confirmed that Lumo will pay more per mile in track access charges than other major operators on the East Coast Mainline, at the same time as growing passenger numbers on the line for all operators. This is a material benefit to taxpayers as the national infrastructure is being more efficiently utilised. \n   \n We believe that any future rail policy must fully embrace open access. It has been a hugely successful aspect of the rail industry over the last 25 years, connecting previously under-served places and providing additional capacity which helps drive more people towards rail and away from less sustainable forms of transport. Services are provided entirely at the operator's own commercial risk and bring private investment into the sector. They create jobs and have added over £1bn in economic benefit to the UK, while driving modal shift to rail over more carbon intense transport modes such as car or plane. \n   \n Enhancing rail connections is critical to boosting economic growth in the UK and we believe that delivered effectively, reform will ensure the industry can grow passenger numbers, generate greater revenues and develop the value of rail in a customer-focused, dynamic and efficient environment. \n   \n Looking ahead \n For FY 2026, we anticipate adjusted revenue and adjusted operating profit in First Rail will be marginally lower, reflecting the lower fees following the transfer of SWR to public ownership, a lower impact from IFRS 16 reflecting lease terms and a normalised level of DfT TOC performance fees offset by continued growth in open access partially tempered by mobilisation costs for the  new open access operations \n   \n The Government's announced policy is to bring the NRCs into public ownership at the earliest possible opportunity, with SWR transferring on 25 May 2025, c2c on 20 July and Greater Anglia on 12 October 2025, with subsequent contracts transferring at intervals of approximately three months in the order that their current core contractual terms expire. \n   \n As the contracts transition, we anticipate a cash inflow of c.£120m from the DfT TOCs, including any reorganisation cash costs the Group may incur, over a three-year period from April 2025 with cash received from the management fees a year in arrears. This cash receipt includes the earnings from the division's Additional services businesses that are expected to continue supporting the DfT TOCs for a year or more after the NRCs end. First Rail continue to support Trans Pennine Trains in a number of areas two years following the transition of the NRC.    \n   \n As outlined above, we expect our new London to Stirling service to commence operations mid-2026, and following a period of mobilisation, to deliver annual revenues of c.£50m with a low double digit adjusted operating profit margin, pre IFRS 16. Our London to Carmarthen service is expected to begin operations in December 2027 and following a c.2-year mobilisation period, we anticipate annual revenues of c.£50m, again with a low double digit pre IFRS 16 adjusted operating profit margin.   \n   \n As the UK rail industry transitions, we are focused on growing in open access, identifying where we can scale our Additional services businesses, bidding for new contracts, and identifying new open access opportunities in the UK, as well as monitoring open access opportunities in Europe as the market continues to liberalise. \n   \n   \n Financial review \n   \n Capital allocation framework \n The Group has a disciplined capital allocation framework to drive further growth and returns \n \n \n \n \n Maintain a strong balance sheet \n \n \n ·      Leverage policy: less than 2.0x adjusted net debt: Rail adjusted EBITDA \n ·      First Bus: a younger fleet and greater reliability and availability of electric buses will drive cost efficiencies and mean fewer buses are required \n ·      First Bus London will be cash generative from FY 2027 \n ·      First Rail: anticipated cash inflow of c.£120m over three years from April 2025 as DfT TOCs transition; includes Additional services profit \n \n \n \n \n Invest in future growth \n \n \n ·      Strong pipeline of value accretive organic and inorganic growth opportunities \n ·      Acquisitions must exceed the Group's post-tax weighed average cost of capital ('WACC') (8-9%) \n ·      Strong cash conversion in First Bus enables accelerated decarbonisation investment supported by government co-funding; First Bus: c.£150m net cash capital expenditure for FY 2026 including London, mostly on electrification \n ·      First Rail: continues to be cash capital-light, with any capital expenditure required by the DfT TOCs fully funded under the National Rail Contracts and open access rolling stock operating leases in line with the track access arrangements \n \n \n \n \n Deliver progressive returns \n \n \n ·      Dividend policy: c.3x cover of Group adjusted earnings; paid around one third interim and two thirds final dividend \n ·     Total dividends have increased from 3.8p in FY 2023 to 6.5p FY 2025 \n ·     FY 2025 final dividend of 4.8p per share proposed ; dividends paid in FY 2025 total £34m \n \n \n \n \n Return surplus cash to shareholders \n \n \n ·      £92m returned to shareholders via buyback programmes in FY 2025; additional £50m buyback programme announced \n   \n ·      c.£77m held in escrow for Bus section of the Group's pension scheme; July 2025 triennial valuation deadline \n   \n ·      c.£23m held in escrow for Group section; 2030 valuation \n   \n ·      The Board remains committed to returning surplus cash to shareholders \n \n \n \n \n   \n Adjusted operating performance by division is as follows: \n \n \n \n \n \n \n \n 52 weeks to 29 March 2025 \n \n \n 53 weeks to 30 March 2024 \n \n \n \n \n Adjusted \n  revenue 1 \n £m \n \n \n Adjusted \n operating \n profit 2 \n £m \n \n \n Adjusted \n operating \n margin 2 \n % \n \n \n Adjusted \n  revenue \n £m \n \n \n Adjusted \n operating \n profit 2 \n £m \n \n \n Adjusted \n operating \n margin 2 \n % \n \n \n \n \n First Bus \n \n \n 1,081.5 \n \n \n 96.0 \n \n \n 8.9 \n \n \n 1,012.2 \n \n \n 83.6 \n \n \n 8.3 \n \n \n \n \n First Rail \n \n \n 288.8 \n \n \n 148.8 \n \n \n 51.5 \n \n \n 267.8 \n \n \n 143.3 \n \n \n 53.5 \n \n \n \n \n Group items/eliminations 3 \n \n \n (0.3) \n \n \n (22.0) \n \n \n   \n \n \n (0.4) \n \n \n (22.6) \n \n \n \n \n \n \n \n Continuing operations \n \n \n 1,370.0 \n \n \n 222.8 \n \n \n 16.3 \n \n \n 1,279.6 \n \n \n 204.3 \n \n \n 16.0 \n \n \n \n \n Discontinued operations 4 \n \n \n - \n \n \n (0.6) \n \n \n n/a \n \n \n - \n \n \n (1.9) \n \n \n n/a \n \n \n \n \n Total \n \n \n 1,370.0 \n \n \n 222.2 \n \n \n 16.2 \n \n \n 1,279.6 \n \n \n 202.4 \n \n \n 15.8 \n \n \n \n \n   \n   \n Statutory operating performance by division is as follows: \n \n \n \n \n \n \n \n 52 weeks to 29 March 2025 \n \n \n 53 weeks to 30 March 2024 \n \n \n \n \n Revenue \n £m \n \n \n Operating \n profit \n £m \n \n \n Operating \n margin \n % \n \n \n Revenue \n £m \n \n \n Operating \n profit/(loss) \n £m \n \n \n Operating \n margin \n % \n \n \n \n \n First Bus \n \n \n 1,081.5 \n \n \n 96.0 \n \n \n 8.9 \n \n \n 1,012.2 \n \n \n (63.3) \n \n \n (6.3) \n \n \n \n \n First Rail \n \n \n 4,013.1 \n \n \n 148.8 \n \n \n 3.7 \n \n \n 3,738.4 \n \n \n 143.3 \n \n \n 3.8 \n \n \n \n \n Group items/eliminations 3 \n \n \n (28.3) \n \n \n (22.2) \n \n \n   \n \n \n (35.5) \n \n \n (33.5) \n \n \n \n \n \n \n \n Continuing operations \n \n \n 5,066.3 \n \n \n 222.6 \n \n \n 4.4 \n \n \n 4,715.1 \n \n \n 46.5 \n \n \n 1.0 \n \n \n \n \n Discontinued operations 4 \n \n \n - \n \n \n 4.9 \n \n \n n/a \n \n \n - \n \n \n (5.3) \n \n \n n/a \n \n \n \n \n Total \n \n \n 5,066.3 \n \n \n 227.5 \n \n \n 4.5 \n \n \n 4,715.1 \n \n \n 41.2 \n \n \n 0.9 \n \n \n \n \n   \n 1      Adjusted revenue is revenue excluding DfT TOC revenue, and related intercompany eliminations, where the Group takes substantially no revenue risk.  \n 2.     'Adjusted' profit measures throughout this document are before adjusting items as set out in note 4 to the financial statements. The statutory operating profit including discontinued operations for the year was £227.5m (FY 2024: £41.2m) as set out in note 5. \n 3.     Includes elimination of intra-group trading between Bus and Rail divisions, central management and other items. \n 4.     Discontinued operations relates to the Group's residual Greyhound US activities. \n Revenue \n Adjusted revenue increased to £1,370.0m (FY 2024: £1,279.6m), reflecting strong underlying First Bus performance including from acquisition growth, higher than accrued variable fees in First Rail DfT TOCs, and further growth in open access rail. The prior year benefited from an extra week of trading at First Bus. Revenue from continuing operations increased to £5,066.3m (FY 2024: £4,715.1m). \n   \n Adjusted operating performance \n Adjusted operating profit from continuing operations was £222.8m (FY 2024: £204.3m). First Bus benefited from increased passenger volumes, further and data-led operational and yield improvements, cost efficiencies and improved driver availability which more than offset ongoing inflationary pressures and lower funding levels. In First Rail, open access operations performed strongly underpinned by strong demand and effective yield management more than offsetting inflationary increases including access fees now at the full level at Lumo. The DfT TOC business was ahead of expectations owing to higher than forecast variable fee awards despite the additional variable fees recognised in FY 2024 relating to FY 2023. \n   \n Central costs were £(22.0)m (FY 2024: £(22.6)m) with the current year including higher costs relating to the strategic growth including the acquisition costs for RATP London. The net impact to operating profit of IFRS 16 in the year was £49.4m (FY 2024: £47.7m), with the increase driven by new rolling stock leases. \n Adjusted earnings from continuing operations were £115.8m (FY 2024: £110.7m), primarily driven by the stronger adjusted operating profit performance across the business, partially offset by higher net interest charges (excluding DfT TOC IFRS 16 interest). \n   \n \n \n \n \n \n \n \n 52 weeks to 29 March 2025 \nAdjusted earnings \n£m \n \n \n 53 weeks to 30 March 2024 \nAdjusted earnings \n£m \n \n \n \n \n First Bus adjusted operating profit \n \n \n 96.0 \n \n \n 83.6 \n \n \n \n \n First Rail adjusted operating profit \n \n \n 148.8 \n \n \n 143.3 \n \n \n \n \n Group central costs (operating profit basis) \n \n \n (22.0) \n \n \n (22.6) \n \n \n \n \n Group adjusted operating profit \n \n \n 222.8 \n \n \n 204.3 \n \n \n \n \n Interest \n \n \n (57.7) \n \n \n (65.3) \n \n \n \n \n Profit before tax \n \n \n 165.1 \n \n \n 139.0 \n \n \n \n \n IFRS 16 DfT contracted TOCs adjustment 1 \n \n \n (1.1) \n \n \n 10.2 \n \n \n \n \n Taxation \n \n \n (41.1) \n \n \n (32.0) \n \n \n \n \n Non-controlling interest \n \n \n (7.1) \n \n \n (6.5) \n \n \n \n \n Group adjusted earnings 1 \n \n \n 115.8 \n \n \n 110.7 \n \n \n \n \n \n \n \n \n \n \n 1       The Group's definition of adjusted earnings excludes the impact of IFRS 16 depreciation and interest charges in relation to its First Rail - DfT contracted TOCs operations, given the Group takes no cost risk on these rolling stock leases. \n The Group's adjusted EBITDA, that recognises only the net fees for First Rail DfT TOCs, increased year-on-year and is calculated as follows: \n \n \n \n \n \n \n \n 52 weeks to \n29 March \n2025 \n£m \n \n \n 53 weeks to \n30 March \n2024 \n£m \n \n \n \n \n First Bus EBITDA 1 \n \n \n 144.0 \n \n \n 132.5 \n \n \n \n \n Attributable net income from First Rail DfT contracted TOCs 2 \n \n \n 39.0 \n \n \n 39.5 \n \n \n \n \n First Rail - open access and Additional Services EBITDA 1 \n \n \n 40.8 \n \n \n 37.6 \n \n \n \n \n Group central costs (EBITDA basis 1 ) \n \n \n (21.4) \n \n \n (21.8) \n \n \n \n \n Group EBITDA adjusted for First Rail DfT contracted TOCs' management fees \n \n \n 202.4 \n \n \n 187.8 \n \n \n \n \n 1      Pre-IFRS 16 basis. \n 2      A reconciliation to the segmental disclosures is set out in note 4. \n   \n Reconciliation to non-GAAP measures and performance \n Note 4 to the financial statements sets out the reconciliations of operating profit/(loss) and profit/(loss) before tax to their adjusted equivalents. \n   \n The principal adjusting items in FY 2025 are as follows: \n   \n Greyhound Canada \n A net £(0.2)m charge was incurred in the year relating to the continued winding down of Greyhound Canada operations. \n   \n The principal adjusting items in relation to the operating profit adjustments - discontinued operations are as follows: \n   \n CARES receipt \n A credit of £0.4m was recognised in the year on receipt of CARES funding in relation to the discontinued North American operations. \n   \n Legacy US pensions scheme buy out \n On 16 July 2024, the Group agreed terms with an insurance company to buy out the remaining liabilities of the legacy Greyhound US pension plan, with the plan being terminated thereafter. Following a Group contribution of $6m, gross liabilities valued at $155m (£123m) at the FY 2024 year-end were removed from the Group's balance sheet and the Group recognised a net settlement gain after related costs of £5.1m in the income statement as an adjusting item. \n   \n The principal adjusting items in FY 2024 were as follows: \n   \n First Bus pension settlement charge and related items \n First Bus terminated its participation in two Local Government Pension Schemes on 31 October 2023, with affected employees enrolled into the First Bus Retirement Savings Plan. Adjusting charges of £146.9m were recognised in the prior year for the settlement charge and related termination costs. A gain of £161.0m was recognised in FY 2024 in Other comprehensive income in relation to the restricted accounting surplus. \n   \n Legal claims in North America and the UK \n The Group recognised legal provisions in the prior year relating to claims in North America and the UK. \n Adjusting items - discontinued operations in FY 2024 were: \n   \n First Transit earnout \n The final valuation of the First Transit earnout contingent consideration receivable was agreed and settled during the prior year, with the Group receiving cash of $83.8m (£65.3m). The Group incurred an adjusting charge of £2.3m, reflecting the hedging of the cash receipt, translation of the US dollar asset into pounds sterling before settlement, partially offsetting the write-off of the residual asset on settlement. \n   \n Group statutory operating profit \n Statutory operating profit from continuing operations was £222.6m (FY 2024: £46.5m) as a result of the positive underlying business performance. The prior year included the £146.9m charge recognised as a result of the termination of participation of the Local Government Pension Schemes at First Bus. \n   \n Finance costs and investment income \n Net finance costs from continuing operations were £57.7m (FY 2024: £65.3m) with the decrease principally due to lower bond interest as the 6.875% bond was repaid on maturity in September 2024, and lower interest received on lower cash balances following the share buyback programme. \n   \n Profit before tax \n Statutory profit before tax was £164.9m (FY 2024: loss before tax of £(18.8)m). The prior year included the Local Government Pension Scheme (LGPS) pension settlement and related charges. Adjusted profit before tax as set out in note 4 to the financial statements was £164.3m (FY 2024: £136.8m) including discontinued operations. \n   \n Tax \n The tax charge, on adjusted profit before tax on continuing operations for the year was £41.1m (FY 2024: £32.0m), representing an effective tax rate of 24.9% (FY 2024: 23.0%) which is in line with the UK corporation tax rate. There was a non-recurring historical tax refund of £3.0m and a deferred credit on recognising deferred tax on losses of £6.8m. The total tax charge, including tax on discontinued operations, was £31.3m (FY 2024: credit of £15.0m). The actual tax paid during the year was £6.0m (FY 2024: £2.2m). \n The ongoing Group's effective tax rate is expected to be broadly in line with UK corporation tax levels being 25%, with the cash taxes anticipated to be lower due to the utilisation of the brought forward losses and continued full expensing for capital expenditure. \n   \n Cash flow \n The Group's adjusted cash flow of £(18.5)m (FY 2024: £(167.7)m) in the year reflects positive cash flow from operations of £828.5m (FY 2024: £626.6m) including working capital inflow of £76.0m. This is offset by net capital invested in the business, mainly in decarbonisation in First Bus and the £86.5m (FY 2024: £(16.7)m) acquisitions completed during the year, as well as the repayment of lease liabilities, dividends paid and purchases of shares under the share buyback programme. The movement in net debt is set out below: \n \n \n \n \n \n \n \n 52 weeks to \n29 March \n2025 \n£m \n \n \n 53 weeks to \n30 March \n2024 \n£m \n \n \n \n \n \n \n Adjusted EBITDA \n \n \n 779.8 \n \n \n 746.8 \n \n \n \n \n Other non‑cash income statement charges \n \n \n 10.3 \n \n \n 13.7 \n \n \n \n \n Working capital \n \n \n 76.0 \n \n \n (106.1) \n \n \n \n \n Movement in other provisions \n \n \n (27.9) \n \n \n (27.9) \n \n \n \n \n (Increase)/decrease in financial assets \n \n \n (1.0) \n \n \n 23.7 \n \n \n \n \n Settlement of foreign exchange hedge \n \n \n - \n \n \n (1.1) \n \n \n \n \n Defined benefit pension payments (greater than)/lower than income statement charge \n \n \n (8.7) \n \n \n (22.5) \n \n \n \n \n Cash generated by operations \n \n \n 828.5 \n \n \n 626.6 \n \n \n \n \n Capital expenditure \n \n \n (156.4) \n \n \n (219.3) \n \n \n \n \n Acquisitions \n \n \n (86.5) \n \n \n (16.7) \n \n \n \n \n Proceeds from disposal of property, plant and equipment \n \n \n 17.9 \n \n \n 42.8 \n \n \n \n \n Proceeds from capital grant funding \n \n \n 66.4 \n \n \n 94.8 \n \n \n \n \n Proceeds from contingent consideration \n \n \n - \n \n \n 65.3 \n \n \n \n \n Interest and tax \n \n \n (66.3) \n \n \n (67.6) \n \n \n \n \n Shares purchased for Employee Benefit Trust \n \n \n (16.1) \n \n \n (16.5) \n \n \n \n \n Share repurchases from buyback programme including costs \n \n \n (91.8) \n \n \n (117.6) \n \n \n \n \n External dividends paid \n \n \n (34.2) \n \n \n (29.5) \n \n \n \n \n Dividends paid to non‑controlling shareholders \n \n \n (3.4) \n \n \n (6.5) \n \n \n \n \n Settlement of foreign exchange hedge \n \n \n - \n \n \n 4.1 \n \n \n \n \n Fees for finance facilities \n \n \n - \n \n \n (1.4) \n \n \n \n \n Lease payments now in debt \n \n \n (476.6) \n \n \n (526.2) \n \n \n \n \n Adjusted cash flow \n \n \n (18.5) \n \n \n (167.7) \n \n \n \n \n Foreign exchange movements \n \n \n 0.3 \n \n \n 3.4 \n \n \n \n \n Net (inception) and termination/reassessment of leases \n \n \n (288.4) \n \n \n (237.5) \n \n \n \n \n Lease payments now in debt \n \n \n 476.6 \n \n \n 526.2 \n \n \n \n \n Other non‑cash movements \n \n \n - \n \n \n (0.1) \n \n \n \n \n Movement in net debt in the period \n \n \n 170.0 \n \n \n 124.3 \n \n \n \n \n Reconciliation to movement in adjusted net debt \n \n \n   \n \n \n \n \n \n \n \n Ring-fenced cash \n \n \n (66.1) \n \n \n 120.0 \n \n \n \n \n IFRS 16 lease liabilities \n \n \n (254.9) \n \n \n (290.1) \n \n \n \n \n Movement in adjusted net debt \n \n \n (151.0) \n \n \n (45.8) \n \n \n \n \n   \n \n \n   \n \n \n \n \n \n \n \n Reconciliation to free cash flow \n \n \n   \n \n \n \n \n \n \n \n Add back: Acquisitions and strategic growth \n \n \n 138.5 \n \n \n 17.9 \n \n \n \n \n Add back: Transit earnout \n \n \n - \n \n \n (65.3) \n \n \n \n \n Add back: Dividends \n \n \n 34.2 \n \n \n 29.5 \n \n \n \n \n Add back: Share buyback \n \n \n 91.8 \n \n \n 117.6 \n \n \n \n \n Free cash flow \n \n \n 113.5 \n \n \n 53.9 \n \n \n \n \n   \n Free cash flow for the 52 weeks ended 29 March 2025 are as follows: \n \n \n \n \n \n \n \n Open Access \n & Other Rail \n £m \n \n \n DfT \n TOCs \n £m \n \n \n First \n Bus \n £m \n \n \n Group \n Items \n £m \n \n \n Total \n Group \n £m \n \n \n \n \n EBITDA \n \n \n 40.8 \n \n \n - \n \n \n 144.0 \n \n \n (21.4) \n \n \n 163.4 \n \n \n \n \n DfT TOC management fees \n \n \n - \n \n \n 37.9 \n \n \n - \n \n \n - \n \n \n 37.9 \n \n \n \n \n Working capital \n \n \n 19.1 \n \n \n - \n \n \n (7.4) \n \n \n (5.6) \n \n \n 6.1 \n \n \n \n \n Cash flow from operations \n \n \n 59.9 \n \n \n 37.9 \n \n \n 136.6 \n \n \n (27.0) \n \n \n 207.4 \n \n \n \n \n Capital expenditure \n \n \n (3.9) \n \n \n - \n \n \n (88.2) \n \n \n (0.5) \n \n \n (92.6) \n \n \n \n \n Disposal proceeds \n \n \n 0.7 \n \n \n - \n \n \n 16.2 \n \n \n 0.2 \n \n \n 17.1 \n \n \n \n \n Defined benefit pension higher than Income Statement \n \n \n (3.0) \n \n \n - \n \n \n (2.0) \n \n \n (3.7) \n \n \n (8.7) \n \n \n \n \n Interest and tax \n \n \n - \n \n \n - \n \n \n - \n \n \n (9.5) \n \n \n (9.5) \n \n \n \n \n Other movements \n \n \n - \n \n \n - \n \n \n - \n \n \n (0.2) \n \n \n (0.2) \n \n \n \n \n Free Cash Flow \n \n \n 53.7 \n \n \n 37.9 \n \n \n 62.6 \n \n \n (40.7) \n \n \n 113.5 \n \n \n \n \n   \n Free cash flows for the 53 weeks ended 30 March 2024 were as follows: \n \n \n \n \n \n \n \n Open Access \n & Other Rail \n £m \n \n \n DfT \n TOCs \n £m \n \n \n First \n Bus \n £m \n \n \n Group \n Items \n £m \n \n \n Total \n Group \n £m \n \n \n \n \n EBITDA \n \n \n 37.6 \n \n \n - \n \n \n 132.5 \n \n \n (21.8) \n \n \n 148.3 \n \n \n \n \n DfT TOC management fees \n \n \n - \n \n \n 38.2 \n \n \n - \n \n \n - \n \n \n 38.2 \n \n \n \n \n Working capital \n \n \n (8.8) \n \n \n - \n \n \n (28.5) \n \n \n (5.5) \n \n \n (42.8) \n \n \n \n \n Cash flow from operations \n \n \n 28.8 \n \n \n 38.2 \n \n \n 104.0 \n \n \n (27.3) \n \n \n 143.7 \n \n \n \n \n Capital expenditure \n \n \n - \n \n \n - \n \n \n (134.7) \n \n \n - \n \n \n (134.7) \n \n \n \n \n Disposal proceeds \n \n \n - \n \n \n - \n \n \n 35.8 \n \n \n - \n \n \n 35.8 \n \n \n \n \n Defined benefit pension lower than Income Statement \n \n \n - \n \n \n - \n \n \n 17.2 \n \n \n - \n \n \n 17.2 \n \n \n \n \n Interest and tax \n \n \n - \n \n \n - \n \n \n - \n \n \n (5.3) \n \n \n (5.3) \n \n \n \n \n Other movements \n \n \n - \n \n \n - \n \n \n - \n \n \n (2.8) \n \n \n (2.8) \n \n \n \n \n Free Cash Flow \n \n \n 28.8 \n \n \n 38.2 \n \n \n 22.3 \n \n \n (35.4) \n \n \n 53.9 \n \n \n \n \n   \n EPS \n Total adjusted EPS from continuing operations was 19.4p (FY 2024: 16.7p) with higher adjusted earnings further benefitting from lower shares in issue following the share buyback programme completed in the year. Basic EPS was 21.3p (FY 2024: (2.4)p). \n Shares in issue \n As at 29 March 2025, there were 565.6m shares in issue (FY 2024: 625.4m), excluding treasury shares and own shares held in trust for employees of 185.1m (FY 2024: 125.3m). The weighted average number of shares in issue for the purpose of basic EPS calculations (excluding treasury shares and own shares held in trust for employees) in the year was 597.7m (FY 2024: 662.9m). \n   \n Dividend \n The Board is proposing that a final dividend of 4.8p per share, resulting in a total dividend payment of c.£27m, be paid on 8 August 2025 to shareholders on the register at 4 July 2025, subject to approval of shareholders at the 2025 AGM. \n   \n Capital expenditure \n Non-First Rail gross capital expenditure before government grant funding was £239.4m (FY 2024: £201.1m), comprising First Bus £239.4m and Group items £nil (F...

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