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REG - NWF Group PLC - Half Year Results

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RNS Number : 4058R  NWF Group PLC  03 February 2026

For release 7.00am Tuesday 3 February 2026

NWF Group plc

 

NWF Group plc: half year results for the six months ended 30 November 2025

 

NWF Group plc ('NWF' or 'the Group'), a specialist distributor operating in UK
markets, today announces its unaudited half year results for the six months
ended 30 November 2025.

                                           Half year to 30 Nov 25  Half year to 30 Nov 24    %
 Financial highlights
 Revenue                                   £434.6m                 £454.3m                 (4.3)
 Headline operating profit1                £3.0m                   £5.0m                   (40.0)
 Headline profit before taxation1          £0.9m                   £3.6m                   (75.0)
 Diluted headline earnings per share1      1.6p                    5.5p                    (70.9)
 Interim dividend per share                1.0p                    1.0p                    -
 Net cash (excluding lease liabilities) 2  £0.8m                   £11.4m                  (93.0)
 Statutory results
 Operating profit                          £3.0m                   £3.6m                   (16.7)
 Profit before taxation                    £0.9m                   £2.1m                   (57.1)
 Diluted earnings per share                1.4p                    3.2p                    (56.3)
 Net debt (including lease liabilities)    £61.1m                  £39.1m                  (56.3)

 

1     Headline operating profit is statutory operating profit before
exceptional items and amortisation of acquired intangibles. Headline profit
before taxation is statutory profit before taxation after adding back the net
finance costs in respect of the Group's defined benefit pension scheme,
exceptional items and amortisation of acquired intangibles. Diluted headline
earnings per share also takes into account the taxation effect thereon.

2     Net cash represents cash and cash equivalents less borrowings.

 

Group highlights

 

•     As stated in the November 2025 trading update, mixed first half
performance with solid performances in Food and Feeds more than offset by a
disappointing trading period for Fuels.

•    Growth in Food gaining momentum; the Board considers there is a
significant opportunity to develop a national network of scale in ambient
grocery consolidation.

•     Two bolt-on acquisitions within Fuels alongside the national roll
out of the Fuels regional operating model.

•     Continued strong performance in Feeds.

•    Net cash of £0.8 million after £5.5 million of acquisition-related
costs reflects good operating cash generation and provides a strong platform
for further growth investment.

•    The Board's full year trading expectations, which were updated
following the November Trading Update, remain unchanged ahead of the
seasonally more significant second half.

 

Business highlights

 

 Fuels  Headline operating loss of £1.6 million (H1 2024: headline operating profit
        of £1.7 million). Suppressed market demand for both domestic heating oil and
        commercial gas oil impacted volume and margin on all products throughout the
        period. Domestic heating oil demand improved during December and January
        corresponding with the arrival of colder weather. The business continues to
        optimise the regional operating model following its national roll out in July
        2025, and made two bolt-on acquisitions.

 Food   Headline operating profit of £3.3 million (H1 2024: £2.5 million).
        Increased stock levels and higher pallet throughput, combined with the
        benefits of the cost base restructuring undertaken in June 2025, resulted in
        solid financial performance as the business focused on efficiency
        opportunities and accelerating its growth potential.

 Feeds  Headline operating profit of £1.3 million (H1 2024: £0.8 million).
        Underlying volumes in line with the prior year with effective margin and cost
        management. The new moist feed product line added a further 15,000 tonnes in
        the period. The milk price was stable across the period supporting continued
        feed usage whilst raw material prices were also steady.

 

Chris Belsham, Chief Executive Officer, NWF Group plc, commented:

 

"Market conditions during the first half of the year resulted in a challenging
environment for our Fuels business, whilst we are seeing the benefits from the
investment and growth initiatives carried out in recent years within Food and
Feeds. We are now experiencing the increased demand for domestic heating oil,
albeit later in the financial year than usual, prompted by the colder weather,
and we expect domestic demand levels to normalise through the winter months.

We have made good strategic progress across the Group in the first half,
having deployed capital in a disciplined and considered manner. The Group's
financial position is strong and the Board remains confident in NWF's growth
potential and prospects. Our full year expectations remain unchanged."

 

A results presentation video will be made available at 8.00am on the Group's
web-site, here: https://www.nwf.co.uk/investors/reports-and-presentations/
(https://protect.checkpoint.com/v2/r06/___https:/www.nwf.co.uk/nsAjxytwxdwjutwyx-fsi-uwjxjsyfyntsxd___.ZXV3MjpuZXh0MTU6YzpvOjhhYjRkZmI0MjZjNGRhYzcwNDIzM2NiNGUyMzE0ZGRjOjc6ZjQ0OTo4YTE3YTk4MGMzZWQ5NThiNDk2NDMxYjJlYzIwNWQ0YzE1NGYxMTZlNjBjNmJlM2U4ZDljYTZlMDRhZmIzNjk2OnA6RjpU)
 

Chris Belsham and Katie Shortland will also host a live results presentation
via Investor Meet Company at 11:00 GMT today.

The presentation is open to all existing and potential shareholders and can be
joined here:
https://www.investormeetcompany.com/nwf-group-plc/register-investor
(https://protect.checkpoint.com/v2/r06/___https:/www.investormeetcompany.com/sBk-lwtzu-uqhdwjlnxyjw-nsAjxytw___.ZXV3MjpuZXh0MTU6YzpvOjMzMjcyYTcwNDEwYmEzM2NjOWQ5YmE4ZjY5ZmM1OTZmOjc6ZjNmMTpiZGJlNDFkMGVjNmNmOTQzNWEwMDdhNGQ2MzM1NThlOTI5NDY4ZTNiZjZlOTJiMmYzODAyM2ZjY2IxNjcxZTIzOnA6VDpU)

Information for investors, including analyst consensus forecasts, can be found
on the Group's website at www.nwf.co.uk
(https://protect.checkpoint.com/v2/r06/___http:/www.nwf.co.uk/___.ZXV3MjpuZXh0MTU6YzpvOjljOGNhNzE4NzYyOGNiN2E4YjJmZGY2ZWRkZmRhZWE1Ojc6YTNjYzo2ODcxYjJiODdmYTg1ODI0NWFjN2Y3Yzk5NzBmOTQ5ZTA1YzU4NGI0OThlYjBmNjE0MWNjODAwODUxOWFjNWQxOnA6RjpU)
.

 Chris Belsham, Chief Executive Officer       Reg Hoare              Mike Bell

 Katie Shortland, Chief Financial Officer     Catherine Chapman      Ed Allsopp

MHP

 NWF Group plc
Tel: 07711 191 518    Peel Hunt LLP (Nominated advisor and broker)

Tel: 01829 260 260
Tel: 020 7418 8900

 

Chair's statement

 

The first half of the year saw a mixed performance with solid trading in Food
and Feeds more than offset by Fuels. This reflected unusually low market
demand for both domestic heating oil and commercial gas oil (largely used in
agriculture) with the Department of Energy Security and Net Zero ("DESNZ")
reporting UK market volumes being 16% and 6% lower respectively than the prior
year. The suppressed market demand for both domestic and commercial fuel
resulted in an increasingly competitive market with pricing pressure impacting
margins. The arrival of colder weather in late November has, as anticipated,
resulted in increased demand for domestic heating oil as the Group heads into
its seasonally busier winter months. The commercial fuel market remains
competitive.

In Food, activity levels increased in line with our growth plan and the
business further benefitted from the re-structuring of the cost base
undertaken in June 2025.

The Feeds business continued to perform strongly with underlying volumes in
line with prior year, moist feed adding further volume and performing ahead of
plan, and effective margin and cost management continuing across the business.

Results

Revenue for the half year ended 30 November 2025 was 4.3% lower at £434.6
million (H1 2024: £454.3 million), primarily as a result of the lower oil
price in Fuels offsetting the contribution from acquisitions. Headline
operating profit 1  (#_ftn1) was lower at £3.0 million (H1 2024: £5.0
million), reflecting a better performance year on year in both Food and Feeds,
more than offset by the performance in Fuels. Headline profit before
taxation 1  was down 75% to £0.9 million (H1 2024: £3.6 million) after
adjusting for net exceptional income of £0.6m (H1 2024: exceptional costs of
£1.1 million) in the period.

Diluted headline earnings per share 1  was 1.6p (H1 2024: 5.5p).

Net cash generated from operations for the period amounted to £12.5 million
(H1 2024: £10.8 million). Cash generation was higher because of tight working
capital control. Underlying cash conversion was 77% (H1 2024 re-stated: 116%
with prior year benefitting from a rent free period on the Lymedale
warehouse). Net capital expenditure in the period was £2.1 million (H1 2024:
£3.0 million) and mainly related to maintenance capital expenditure.

Net cash at the period end, excluding the impact of IFRS 16, was at £0.8
million (H1 2024: £11.4 million; FY 2025: £6.3 million) after accounting for
the investment in two bolt-on acquisitions of £5.5 million in the period.

The Group's banking facilities of £61.0 million are committed to May 2028.
NWF continues to operate with substantial headroom. Net debt including lease
liabilities was £61.1 million (H1 2024: £39.1 million), an increase of £7.2
million since 31(st) May 2025 as a result of new leases of £8.7 million
partially offset by capital repayments of £7.0 million and a net cash outflow
of £5.5 million.

Net assets at 30 November 2025 increased to £88.9 million (30 November 2024:
£86.4 million). The defined benefits pension scheme valuation deficit has
changed from a £2.3 million deficit at 31 May 2025 to a surplus of £0.7
million at the half year, as a result of improved asset returns and the
Group's contributions. The next Triennial valuation takes place later in the
year based on the position at 31 December 2025.

The Board has approved an unchanged interim dividend per share of 1.0p (H1
2024: 1.0p), consistent with its longstanding dividend policy. This will be
paid on 1 May 2026 to shareholders on the register as at 21 March 2026. The
shares will trade ex-dividend on 20 March 2026. The Group has increased the
annual dividend by approximately 4% in each of the last 14 years, reflecting
the Group's strong underlying financial performance and position.

Operations

Fuels

Revenue decreased by 5.4% to £295.9 million (H1 2024: £312.8 million) as a
result of the lower oil price and lower commercial and domestic volumes,
offset partially by the contribution from acquisitions. Headline operating
loss was £1.6 million (H1 2024: operating profit £1.7 million).

Volumes decreased by 2.4% to 323 million litres (H1 2024: 331 million litres),
but were 10.8% lower on a like-for-like basis reflecting the low market
demand. Domestic heating oil volumes were 17.8% higher (11.6% lower on a
like-for-like basis) whilst commercial volumes were down by 5.9% (down 12.0%
on a like-for-like basis). In the first half Brent Crude averaged $67 per
barrel (H1 2024: $78 per barrel) and ended the reporting period at $63 per
barrel (H1 2024: $73 per barrel). The lower volatility in the oil price was
matched by stable supply conditions.

As highlighted in the full year results for the year ended 31 May 2025 the
Group undertook a national roll out of its regional operating model for Fuels
in July 2025. This initiative is improving both its commercial and domestic
sales models and provides greater opportunity to optimise fleet efficiency.
The new operating model has enabled the business to respond more effectively
to increasing market demand following the period end and will result in
commercial and operational improvements as the year progresses.

The UK fuels distribution market remains highly fragmented. During the period,
the Group made two bolt-on acquisitions, both based in the North West of
England: Noel Booth & Sons Limited for £2.3 million and Harrison Oils
Limited for £3.2 million. These acquisitions are being integrated into the
Group North West region providing the opportunity to realise cost synergies.
The acquisitions made in the prior financial year are performing in line with
the pre-acquisition plan, despite some impact from the short term lower demand
for domestic heating oil.

Food

Revenue increased by 5.2% to £46.2 million (H1 2024: £43.9 million),
reflecting slightly higher storage volumes and increased throughput. Headline
operating profit was £3.3 million (H1 2024: £2.5 million) as a result of the
increased activity and the lower relative cost base following the
restructuring actions taken in June 2025.

Storage volumes averaged 164,000 spaces (H1 2024: 157,000) and peaked at just
over 171,000 pallet spaces (H1 2024: 167,000). Capacity at the Wardle, Crewe
and Lymedale sites totals 187,000 pallet spaces, with an optimal storage level
of c170,000 pallet spaces. The business has secured new contracted business
and continues to grow its pipeline of customers through its new commercial
function whilst also focusing on delivering efficiency opportunities in both
its warehouse and transport operations.

The Group estimates that the UK market for ambient grocery consolidation is
c.£1.5 billion with the Food business having a market share of c.4-5%. As an
established specialist provider, the Board believes that there is significant
scope for the Group to grow the Food business to create a national network of
scale and unlock efficiency benefits in its transport operations.

Feeds

Revenue reduced by 5.2% to £92.5 million (H1 2024: £97.6 million) reflecting
lower commodity and therefore selling prices in the period. Headline operating
profit was £1.3 million (H1 2024: £0.8 million) with the business continuing
to effectively manage margins and its cost base.

Volumes were 7.7% higher at 265,000 tonnes (H1 2024: 246,000 tonnes) with
underlying volumes in line with the prior year and the new moist feed product
line adding a further 15,000 tonnes in the period. ADHB data indicated the
ruminant feed market was 7.9% higher.

Commodity prices were stable over the period with no supply concerns. The
average milk price over the period was 5.7% higher than the comparative period
and was 44.0p per litre at the end of November (H1 2024: 45.9p per litre).
Milk production was 5.5% higher for the period year-on-year. The strong milk
price encouraged farmers to maintain feed usage to optimise herd performance
and increase production in the period.

NWF's operational platform, with key mills close to customers in the northern,
central and southern regions, continues to provide an effective base for
future development.

Outlook and future prospects

 

Since the period end, the Group has continued to perform in line with Board
expectations. In Fuels, demand for domestic heating oil has returned to more
normal levels with a corresponding positive impact on margins whilst the
commercial fuel market remains very competitive. In Food, the business
continues to bring in additional stock from new and existing customers whilst
optimising its performance. In Feeds, volumes have been maintained despite
expectations of some reduction in the milk price.

With the winter months ongoing, which are typically more material to the
Group's performance, the Board's expectations for the full year, which were
amended at the time of the November Trading Update, are unchanged. The Group's
financial position is strong and we continue to focus on development
opportunities, both organically and through targeted and disciplined
acquisition opportunities. This underpins our continued confidence in NWF's
growth potential and future prospects.

I look forward to updating shareholders later this year.

 

Amanda Burton

Chair

3 February 2026

 

Condensed consolidated income statement

for the half year ended 30 November 2025 (unaudited)

 

                                                                        Note  Half year     Half year     Year

                                                                              ended         ended         ended

                                                                              30 November   30 November   31 May

                                                                              2025           2024         2025

                                                                              £m            £m            £m
     Revenue                                                            3     434.6         454.3         903.1
     Cost of sales and administrative expenses                                (431.6)       (450.7)       (890.5)
     Headline operating profit1                                               3.0           5.0           16.3
     Exceptional income                                                 4     1.2           -             -
     Exceptional expenses                                               4     (0.6)         (1.1)         (2.9)
     Amortisation of acquired intangibles                                     (0.6)         (0.3)         (0.8)
     Operating profit                                                   3     3.0           3.6           12.6
     Finance income                                                     5     0.1           -             0.1
     Finance costs                                                      5     (2.2)         (1.5)         (3.4)
     Headline profit before taxation1                                         0.9           3.6           13.2
     Exceptional income                                                 4     1.2           -             -
     Exceptional expenses                                               4     (0.6)         (1.1)         (2.9)
     Amortisation of acquired intangibles                                     (0.6)         (0.3)         (0.8)
     Net finance cost in respect of the defined benefit pension scheme        -             (0.1)         (0.2)
     Profit before taxation                                                   0.9           2.1           9.3
     Income taxation expense                                            6     (0.2)         (0.5)         (3.1)
     Profit for the period attributable to equity shareholders                0.7           1.6           6.2
     Earnings per share (pence)
     Basic                                                              7     1.4           3.2           12.4
     Diluted                                                            7     1.4           3.2           12.3
     Headline earnings per share (pence)1
     Basic                                                              7     1.6           5.5           18.6
     Diluted                                                            7     1.6           5.5           18.5

 

1     Headline operating profit is statutory operating profit of £3.0
million (H1 2024: £3.6 million profit) before exceptional income of £1.2
million (H1 2024: £Nil), exceptional expenses of £0.6 million (H1 2024:
£1.1 million) and amortisation of acquired intangibles of £0.6 million (H1
2024: £0.3 million). Headline profit before taxation is statutory profit
before taxation of £0.9 million (H1 2024: £2.1 million profit), after
adding back the net finance cost in respect of the Group's defined benefit
pension scheme of £nil (H1 2024: £0.1 million), the exceptional items and
the amortisation of acquired intangibles. Headline earnings per share also
takes into account the taxation effect thereon.

 

The notes form an integral part of this condensed consolidated Half Year
Report.

 

Condensed consolidated statement of comprehensive income

for the half year ended 30 November 2025 (unaudited)

 

                                                                   Half year     Half year     Year

                                                                   ended         ended         ended

                                                                   30 November   30 November   31 May

                                                                   2025           2024         2025

                                                                   £m            £m            £m
 Profit for the period attributable to equity shareholders         0.7           1.6           6.2
 Items that will not be reclassified to income statement:
 Re-measurement gain/(loss) on the defined benefit pension scheme  1.7           (0.4)         (0.2)
 Tax on items that will not be reclassified to income statement    (0.7)         (0.2)         0.1
 Total comprehensive income for the period                         1.7           1.0           6.1

 

The notes form an integral part of this condensed consolidated Half Year
Report.

 

Condensed consolidated balance sheet

as at 30 November 2025 (unaudited)

 

                                   Note  Half year ended 30 November  Half year ended 30 November  Year ended 31 May

                                         2025                         2024                         2025

                                         £m                           £m                           £m
 Non-current assets
 Property, plant and equipment           49.2                         49.3                         49.1
 Right of use assets                     57.8                         48.7                         57.2
 Intangible assets                       47.4                         32.9                         45.0
 Retirement benefit obligations    12    0.7                          -                            -
                                         155.1                        130.9                        151.3
 Current assets
 Inventories                             8.6                          8.7                          8.4
 Trade and other receivables       8     97.9                         97.1                         86.5
 Reimbursement assets                    3.5                          2.2                          2.9
 Current taxation assets                 0.7                          0.5                          -
 Cash and cash equivalents         11    5.5                          11.4                         10.9
 Derivative financial instruments  8     0.2                          0.3                          0.2
                                         116.4                        120.2                        108.9
 Total assets                            271.5                        251.1                        260.2
 Current liabilities
 Borrowings                        11    (4.7)                        -                            (4.6)
 Trade and other payables          8     (99.8)                       (99.5)                       (91.3)
 Current taxation liabilities            -                            -                            (0.1)
 Lease liabilities                 8     (12.2)                       (9.6)                        (12.3)
 Provision for liabilities               (3.6)                        (2.2)                        (3.0)
                                         (120.3)                      (111.3)                      (111.3)
 Non-current liabilities
 Lease liabilities                 8     (49.7)                       (40.9)                       (47.9)
 Provision for liabilities               (1.5)                        (1.5)                        (1.5)
 Deferred taxation liabilities           (11.1)                       (7.3)                        (10.0)
 Retirement benefit obligations    12    -                            (3.7)                        (2.3)
                                         (62.3)                       (53.4)                       (61.7)
 Total liabilities                       (182.6)                      (164.7)                      (173.0)
 Net assets                              88.9                         86.4                         87.2
 Equity
 Share capital                     9     12.4                         12.4                         12.4
 Share premium                           0.9                          0.9                          0.9
 Retained earnings                       75.6                         73.1                         73.9
 Total shareholders' funds               88.9                         86.4                         87.2

 

The notes form an integral part of this condensed consolidated Half Year
Report.

 

Condensed consolidated statement of changes in equity

for the half year ended 30 November 2025 (unaudited)

 

                                                                 Share     Share     Retained   Total shareholders'

funds
                                                                 capital   premium   earnings

          £m
                                                                 £m        £m        £m
 Balance at 1 June 2024                                          12.4      0.9       72.1       85.4
 Profit for the period attributable to equity shareholders       -         -         1.6        1.6
 Items that will not be reclassified to income statement:
 Re-measurement loss on the defined benefit pension scheme       -         -         (0.4)      (0.4)
 Tax on items that will not be reclassified to income statement  -         -         (0.2)      (0.2)
 Total other comprehensive income for the period                 -         -         1.0        1.0
 Balance at 30 November 2024                                     12.4      0.9       73.1       86.4
 Profit for the period attributable to equity shareholders       -         -         4.6        4.6
 Items that will not be reclassified to income statement:
 Re-measurement gain on the defined benefit pension scheme       -         -         0.2        0.2
 Tax on items that will not be reclassified to income statement  -         -         0.3        0.3
 Total other comprehensive income                                -         -         5.1        5.1
 Transactions with owners:
 Dividends paid                                                  -         -         (4.0)      (4.0)
 Debit to equity for equity-settled share-based payments         -         -         (0.3)      (0.3)
 Total transactions with owners                                  -         -         (4.3)      (4.3)
 Balance at 31 May 2025                                          12.4      0.9       73.9       87.2
 Profit for the period attributable to equity shareholders       -         -         0.7        0.7
 Items that will not be reclassified to income statement:
 Re-measurement gain on the defined benefit pension scheme       -         -         1.7        1.7
 Tax on items that will not be reclassified to income statement  -         -         (0.7)      (0.7)
 Total other comprehensive income for the period                 -         -         1.7        1.7
 Transactions with owners:
 Dividends paid                                                  -         -         -          -
 Credit to equity for equity-settled share-based payments        -         -         -          -
 Total transactions with owners                                  -         -         -          -
 Balance at 30 November 2025                                     12.4      0.9       75.6       88.9

 

The notes form an integral part of this condensed consolidated Half Year
Report.

 

Condensed consolidated cash flow statement

for the half year ended 30 November 2025 (unaudited)

 

                                                                     Note  Half year     Half year     Year

                                                                           ended         ended         ended

                                                                           30 November   30 November   31 May

                                                                           2025           2024         2025

                                                                           £m            £m            £m
 Cash flows from operating activities
 Operating profit                                                          3.0           3.6           12.6
 Adjustments for:
 Depreciation - property, plant and equipment                              3.1           2.8           5.8
 Depreciation - right of use assets                                        7.2           6.2           12.5
 Amortisation of other intangible assets                                   0.6           0.4           0.9
 Impairment of intangible assets                                           -             -             0.1
 Profit on disposal of property, plant and equipment                       -             (0.3)         (0.3)
 Fair value loss on financial derivative                                   -             -             0.1
 Share-based payment expense                                               -             -             (0.3)
 Contributions to pension scheme not recognised in income statement        (1.3)         (1.3)         (2.6)
 Operating cash flows before movements in working capital                  12.6          11.4          28.8
 Movements in working capital:
 Increase in inventories                                                   (0.2)         (0.6)         0.1
 Increase in receivables                                                   (7.7)         (8.4)         4.0
 Increase/(decrease) in payables                                           7.8           8.4           (5.2)
 Net cash generated from operations                                        12.5          10.8          27.7
 Finance income                                                      5     0.1           -             0.1
 Interest paid - bank borrowings and pension scheme                        (0.4)         (0.2)         (0.5)
 Interest paid - IFRS 16 leases                                            (1.7)         (0.6)         (1.5)
 Income taxation paid                                                      (1.4)         (0.4)         (0.7)
 Net cash generated from operating activities                              9.1           9.6           25.1
 Cash flows from investing activities
 Purchase of property, plant and equipment                                 (2.3)         (3.4)         (5.2)
 Acquisition of subsidiaries - cash paid (net of cash acquired)      10    (5.5)         -             (9.9)
 Proceeds on sale of property, plant and equipment                         0.2           0.4           0.9
 Net cash used in investing activities                                     (7.6)         (3.0)         (14.2)
 Cash flows from financing activities
 Principal element of lease payments                                 11    (7.0)         (5.2)         (10.6)
 Invoice discounting                                                 11    0.1           -             (1.8)
 Dividends paid                                                            -             -             (4.0)
 Net cash absorbed by financing activities                                 (6.9)         (5.2)         (16.4)
 Net movement in cash and cash equivalents                                 (5.4)         1.4           (5.5)
 Cash and cash equivalents at beginning of period                          10.9          10.0          16.4
 Cash and cash equivalents at end of period                                5.5           11.4          10.9

 

The notes form an integral part of this condensed consolidated Half Year
Report.

 

Notes to the condensed consolidated Half Year Report

for the half year ended 30 November 2025 (unaudited)

 

1. General information

NWF Group plc ('the Company') is a public limited company incorporated and
domiciled in England, United Kingdom, under the Companies Act 2006. The
principal activities of NWF Group plc and its subsidiaries (together 'the
Group') are the sale and distribution of fuel oils, the warehousing and
distribution of ambient groceries and the manufacture and sale of animal
feeds. The address of its registered office is NWF Group plc, Wardle,
Nantwich, Cheshire CW5 6BP.

The Company has its primary listing on AIM, part of the London Stock Exchange.

These condensed consolidated interim financial statements ('interim financial
statements') were approved by the Board for issue on 2 February 2026.

These interim financial statements do not constitute statutory accounts within
the meaning of Section 434 of the Companies Act 2006. The interim financial
statements for the half years ended 30 November 2025 and 30 November 2024 are
neither audited nor reviewed by the Company's auditors. Statutory accounts for
the year ended 31 May 2025 were approved by the Board of Directors on 29 July
2025 and delivered to the Registrar of Companies. The report of the auditors
on those accounts was unqualified, did not contain an emphasis of matter
paragraph and did not contain any statement under Section 498 of the Companies
Act 2006.

2. Basis of preparation and accounting policies

Except as described below, these interim financial statements have been
prepared in accordance with the principal accounting policies used in the
Group's consolidated financial statements for the year ended 31 May 2025.
These interim financial statements should be read in conjunction with those
consolidated financial statements, which have been prepared in accordance with
the international accounting standards in conformity with the requirements of
the Companies Act 2006 and the UK-adopted International Accounting Standards
('IFRS').

These interim financial statements do not fully comply with IAS 34 'Interim
Financial Reporting', as is currently permissible under the rules of AIM.

Taxes on income in the interim periods are accrued using the tax rate that
would be applicable to expected total annual earnings.

Defined benefit pension scheme

The triennial actuarial valuation of the Group's defined benefit pension
scheme was completed in the year ended 31 May 2024, with a deficit of £7.6
million at the valuation date of 31 December 2022. The present value of the
defined benefit obligation and the related current service cost were measured
using the Projected Unit Credit Method. In these interim financial statements,
this liability has been updated in order to derive the IAS 19R valuation as of
30 November 2025. The triennial valuation resulted in Group contributions of
£2.1 million per annum in respect of meeting the scheme deficit until 31
December 2026. In addition, a continued percentage increase based on total
dividend growth over £3.1 million will be paid.

Alternative performance measures ('APMs')

The Directors consider that headline operating profit, headline profit before
taxation and headline earnings per share, referred to in these interim
financial statements, provide useful information for shareholders on
underlying trends and performance.

·      Headline operating profit is statutory operating profit before
exceptional items and amortisation of acquired intangibles;

·      Headline profit before taxation is reported profit before
taxation after adding back the net finance cost in respect of the Group's
defined benefit pension scheme, exceptional items and amortisation of acquired
intangibles, to show the underlying performance of the Group;

·      Headline return on capital employed ('Headline ROCE') refers to
the return on capital employed calculated as the segmental headline operating
profit as a proportion of segmental period end net assets.

·      Headline earnings per share includes any exceptional impact of
remeasuring deferred taxation balances. The calculations of basic and diluted
headline earnings per share are shown in note 7 of these interim financial
statements.

·      Underlying cash conversion is the underlying operating cash flow
as a proportion of headline operating profit. This measure takes in to account
movements in working capital along with lease payments and capital
expenditure.

As the headline operating profit and headline profit before taxation exclude
the income and costs detailed above, the Directors acknowledge this may result
in the headline metrics being materially higher or lower than the statutory
operating profit and profit before taxation.

Exceptional items

The Group's income statement separately identifies exceptional items. Such
items are those that, in the Directors' judgement, are one-off in nature or
non-operating and need to be disclosed separately by virtue of their size or
incidence and may include, but are not limited to, restructuring costs,
acquisition-related costs, costs of implementing new systems, asset impairment
and income from legal and insurance settlements. In determining whether an
item should be disclosed as an exceptional item, the Directors consider
qualitative as well as quantitative factors such as the frequency,
predictability of occurrence and significance. This is consistent with the way
financial performance is measured by management and reported to the Board.
Disclosing exceptional items separately provides additional understanding of
the performance of the Group.

Impairment

The Group tests annually for impairment or if there is any indication that an
asset may be impaired. This involves using key judgements including estimates
of future business performance and cash generation, discount rates and
long‑term growth rates.

 

Forward-looking statements

Certain statements in these interim financial statements are forward looking.
The terms 'expect', 'anticipate', 'should be', 'will be' and similar
expressions identify forward-looking statements. Although the Board of
Directors believes that the expectations reflected in these forward-looking
statements are reasonable, such statements are subject to a number of risks
and uncertainties and actual results and events could differ materially from
those expressed or implied by these forward-looking statements.

Going concern

Based on financial performance to date and forecasts along with the available
banking facilities, there is a reasonable expectation that the Group has
adequate resources to continue in operational existence for the foreseeable
future. The Group therefore continues to adopt the going concern basis of
accounting in preparing the annual financial statements.

The Board has prepared cash flow forecasts for the period to 31 May 2027.
Under this base case scenario, the Group is expected to continue to have
significant headroom relative to the funding available to it and to comply
with its banking covenants.

The Board has also considered a severe but plausible downside scenario based
on a significant and sustained reduction in Fuels' profitability alongside
underperformance in Food and Feeds. This downside scenario excludes any
mitigating actions that the Board would be able to take to reduce costs. Under
this scenario, the Group would still expect to have sufficient headroom in its
financing facilities.

The Group therefore continues to adopt the going concern basis of accounting
in preparing the annual financial statements.

3. Segment information

The chief operating decision-maker has been identified as the Board of
Directors ('the Board'). The Board reviews the Group's internal reporting in
order to assess performance and allocate resources. The Board has determined
that the operating segments, based on these reports, are Fuels, Food and
Feeds.

The Board considers the business from a product/services perspective. In the
Board's opinion, all of the Group's operations are carried out in the same
geographical segment, namely the UK.

The nature of the products/services provided by the operating segments are
summarised below:

Fuels         -    sale and distribution of domestic heating and
industrial and road fuels

Food          -    warehousing and distribution of clients'
ambient groceries and other products to supermarkets and other retail
distribution centres

Feeds        -    manufacture and sale of animal feeds and other
agricultural products

Segment information about the above businesses is presented below.

The Board assesses the performance of the operating segments based on a
measure of operating profit ('headline operating profit'). Finance income and
costs are not included in the segment result that is assessed by the Board.
Other information provided to the Board is measured in a manner consistent
with that in the financial statements.

Inter-segment transactions are entered into under the normal commercial terms
and conditions that would also be available to unrelated third parties.

Segment assets exclude deferred taxation assets and cash and cash equivalents.
Segment liabilities exclude taxation, borrowings and retirement benefit
obligations. Excluded items are part of the reconciliation to consolidated
total assets and liabilities.

 Half year ended 30 November 2025         Note  Fuels  Food   Feeds  Group

                                                £m     £m     £m     £m
 Revenue
 Total revenue                                  300.3  46.3   92.5   439.1
 Inter-segment revenue                          (4.4)  (0.1)  -      (4.5)
 Revenue                                        295.9  46.2   92.5   434.6
 Result
 Headline operating (loss)/ profit              (1.6)  3.3    1.3    3.0
 Exceptional income                             -      1.2    -      1.2
 Exceptional expenses                           (0.5)  -      (0.1)  (0.6)
 Amortisation of acquired intangibles           (0.6)  -      -      (0.6)
 Operating profit as reported                                        3.0
 Finance costs                            5     (0.7)  (1.2)  (0.2)  (2.1)
 Profit before taxation                                              0.9
 Income taxation expense                  6                          (0.2)
 Profit for the period                                               0.7
 Other information
 Depreciation and amortisation                  4.0    5.1    1.8    10.9
 Property, plant and equipment additions        1.1    0.4    1.1    2.6

 

 

 

 

 

 

 

 As at 30 November 2025                 Fuels   Food    Feeds   Group

                                        £m      £m      £m      £m
 Balance sheet
 Assets
 Segment assets                         134.5   77.9    52.2    264.6
 Cash and cash equivalents                                      5.5
 Retirement benefit obligation surplus                          0.7
 Current taxation receivable                                    0.7
 Consolidated total assets                                      271.5
 Liabilities
 Segment liabilities                    (99.6)  (44.6)  (22.6)  (166.8)
 Deferred income taxation liabilities                           (11.1)
 Invoice discounting                                            (4.7)
 Consolidated total liabilities                                 (182.6)

 

 As at 30 November 2025                        Fuels   Food    Feeds   Group

                                               £m      £m      £m      £m
 Headline return on capital employed ('ROCE')
 Segment assets                                134.5   77.9    52.2    264.6
 Segment liabilities                           (99.6)  (44.6)  (22.6)  (166.8)
 Net operating assets                          34.9    33.3    29.6    97.8
 Headline operating (loss)/profit              (1.6)   3.3     1.3     3.0
 Headline return on capital employed(1)        10.2%   13.3%   10.7%   11.5%

 

1      The calculation is based on headline operating profit for the 12
months to 30 November 2025.

 Half year ended 30 November 2024 (re-stated)  Note  Fuels  Food   Feeds  Group

                                                     £m     £m     £m     £m
 Revenue
 Total revenue                                       316.5  44.0   97.6   458.1
 Inter-segment revenue                               (3.7)  (0.1)  -      (3.8)
 Revenue                                             312.8  43.9   97.6   454.3
 Result
 Headline operating profit                           1.7    2.5    0.8    5.0
 Exceptional expenses                                (0.2)  (0.9)  -      (1.1)
 Amortisation of acquired intangibles                (0.3)  -      -      (0.3)
 Operating profit as reported                                             3.6
 Finance costs                                 5     (0.2)  (1.1)  (0.2)  (1.5)
 Profit before taxation                                                   2.1
 Income taxation expense                       6                          -
 Profit for the period                                                    2.1
 Other information
 Depreciation and amortisation                       2.8    5.0    1.7    9.5
 Property, plant and equipment additions             0.6    2.0    0.8    3.4

 

 As at 30 November 2024 (re-stated)    Fuels   Food    Feeds   Group

                                       £m      £m      £m      £m
 Balance sheet
 Assets
 Segment assets                        102.0   81.5    55.7    239.2
 Cash and cash equivalents                                     11.4
 Current taxation receivable                                   0.5
 Consolidated total assets                                     251.1
 Liabilities
 Segment liabilities                   (80.7)  (47.4)  (25.6)  (153.7)
 Deferred income taxation liabilities                          (7.3)
 Retirement benefit obligations                                (3.7)
 Consolidated total liabilities                                (164.7)

 

                                               Fuels   Food    Feeds   Group
 As at 30 November 2024 (re-stated)            £m      £m      £m      £m
 Headline return on capital employed ('ROCE')
 Segment assets                                102.0   81.5    55.7    239.2
 Segment liabilities                           (80.7)  (47.4)  (25.6)  (153.7)
 Net operating assets                          21.3    34.1    30.1    85.5
 Headline operating profit                     1.7     2.5     0.8     5.0
 Headline return on capital employed(2)        35.2%   9.3%    10.3%   15.9%

 

2      The calculation is based on headline operating profit for the 12
months to 30 November 2025.

The Group has adopted the IFRIC agenda decision on segmental reporting which
was published in July 2024 in presenting, where required, additional segmental
information. For the Group, this change is effective for the year ended 31 May
2025 onwards. This has necessitated a re-statement of disclosures made for the
half year ended 30 November 2024. This has resulted in additional disclosures
at a segmental level, comprising exceptional income, exceptional expenses,
finance costs, income taxation expense and headline ROCE.

 Year ended 31 May 2025                          Fuels    Food     Feeds    Group

                                          Note   £m       £m       £m       £m
 Revenue
 Total revenue                                   620.4    86.3     204.6    911.3
 Inter-segment revenue                           (8.1)    (0.1)    -        (8.2)
 Revenue                                         612.3    86.2     204.6    903.1
 Result
 Headline operating profit                       8.4      4.3      3.6      16.3
 Amortisation of acquired intangibles            (0.8)    -        -        (0.8)
 Exceptional income                              -        -        -        -
 Exceptional expenses                            (1.4)    (1.5)    -        (2.9)
 Operating profit as reported                                               12.6
 Finance income                           5      -        -        0.1      0.1
 Finance costs                            5      (0.6)    (2.3)    (0.5)    (3.4)
 Profit before taxation                                                     9.3
 Income taxation expense                  6       (1.3)    (1.5)    (0.3)   (3.1)
 Profit for the year                                                        6.2
 Other information
 Depreciation and amortisation                   6.0      9.8      3.4      19.2
 Property, plant and equipment additions         0.6      2.8      1.8      5.2

 

 As at 31 May 2025                     Fuels   Food    Feeds   Group

                                       £m      £m      £m      £m
 Balance sheet
 Assets
 Segment assets                        120.2   77.6    51.5    249.3
 Cash and cash equivalents                                     10.9
 Consolidated total assets                                     260.2
 Liabilities
 Segment liabilities                   (84.7)  (45.4)  (25.9)  (156.0)
 Borrowings                                                    (4.6)
 Deferred income taxation liabilities                          (10.0)
 Current income taxation liabilities                           (0.1)
 Retirement benefit obligations                                (2.3)
 Consolidated total liabilities                                (173.0)

 

 As at 31 May 2025                             Fuels   Food    Feeds   Group

                                               £m      £m      £m      £m
 Headline return on capital employed ('ROCE')
 Segment assets                                120.2   77.6    51.5    249.3
 Segment liabilities                           (84.7)  (45.4)  (25.9)  (156.0)
 Net operating assets                          35.5    32.2    25.6    93.3
 Headline operating profit                     8.4     4.3     3.6     16.3
 Headline return on capital employed           23.7%   13.4%   14.1%   17.5%

 

4. Profit before taxation - exceptional items

                                                       Half year     Half year     Year

                                                       ended         ended         ended

                                                       30 November   30 November   31 May

                                                       2025          2024          2025

                                                       £m            £m            £m
 Insurance claim settlement1                           1.2           -             -
 ERP implementation costs2                             (0.1)         (0.1)         -
 Acquisition costs(3)                                  (0.5)         -             (0.5)
 Professional fees related to conflict of interest(4)  -             (0.6)         (0.9)
 Restructuring costs in Fuels business(5)              -             (0.4)         (0.9)
 Restructuring costs in Food business(6)               -             -             (0.6)
 Exceptional costs                                     0.6           (1.1)         (2.9)
 Tax effect of exceptional items                       (0.2)         0.3           0.7

 

1     During the year ended 31 May 2025, the Group uncovered a conflict of
interest in its Food business in relation to a commercial arrangement, which
has since been terminated, for the provision of transport services, including
drivers. The Group informed its insurers on 30 September 2024 under its
Commercial Crime policy and claimed under that policy. On 26 June 2025, the
Group entered into and signed a Memorandum of Agreement with its insurers and
£1.2 million was received on 18 July 2025 in respect of the claim.

2     ERP implementation costs comprise initial preliminary appraisals
relating to future ERP implementation within the Feeds business. It is
expected that the implementation programme in the Feeds business will start in
the second half of FY26 and run into FY27. The costs incurred in the design
and implementation will be expensed in line with the IFRS Interpretations
Committee's decision clarifying how arrangements in respect of cloud-based
Software as a Service ('SaaS') systems should be accounted for and, in
accordance with the Group's accounting policy, will be treated as exceptional
costs in the years in which they are incurred.

3     The Group made two acquisitions in the period to 30 November 2025
(half year ended 30 November 2024: none), incurring professional fees related
to these acquisitions. These costs were all paid in the period to 30 November
2025.

4     As a result of the conflict of interest uncovered by the Group in
the year ended 31 May 2025, professional fees were incurred comprising of: a
fact-finding investigation into the whistleblower allegations; support in
understanding the tax implication of the allegations including the tax
disclosure work in relation to HMRC; and advice on the legal HR implications
of the investigation and related expenses.

5     In the year ended 31 May 2025, the Group's Fuels business undertook
a comprehensive review of its operations which resulted in a restructuring to
streamline operations which comprised; professional fees in assisting with the
review and designing the new business model of £0.4 million and redundancy
costs of £0.5 million. The implementation of the new business model was
carried out in two phases: a pilot in one region which was announced on 1
November 2024 which completed on 30 April 2025 and the announcement of a
Company-wide roll out on 20 May 2025

6     The Group's Food business undertook a comprehensive review of its
management workforce structure, which followed on from the conflict of
interest investigation and the subsequent change in management. The changes
made will ensure a scalable platform for future growth. This resulted in a
restructuring of the business in the year ended 31 May 2025 which was
announced on 6 May 2025.

5. Net finance costs

 

                            Half year     Half year     Year

                            ended         ended         ended

                            30 November   30 November   31 May

                            2025          2024          2025

                            £m            £m            £m
 Finance income
 Other interest receivable  0.1           -             0.1
 Total finance costs        0.1           -             0.1

 

 

                                                Half year     Half year     Year

                                                ended         ended         ended

                                                30 November   30 November   31 May

                                                2025          2024          2025

                                                £m            £m            £m
 Interest on bank loans and overdrafts          0.4           0.2           0.5
 Finance costs on lease liabilities             1.8           1.2           2.7
 Interest on the net defined benefit liability  -             0.1           0.2
 Total finance costs                            2.2           1.5           3.4

 

6. Income taxation expense

The income taxation expense for the half year ended 30 November 2025 is based
upon management's best estimate of the weighted average annual tax rate
expected for the full financial year ending 31 May 2026 of 25.0% (2024:
25.0%).

 

7. Earnings per share

The calculation of basic and diluted earnings per share is based on the
following data:

                                                                           Half year     Half year     Year

                                                                           ended         ended         ended

                                                                           30 November   30 November   31 May

                                                                           2025          2024          2025

                                                                           £m            £m            £m
 Earnings
 Earnings for the purposes of basic and diluted earnings per share, being  0.7           1.6           6.2
 profit for the period attributable to equity shareholders

 

                                                                                 Half year     Half year     Year

                                                                                 ended         ended         ended

                                                                                 30 November   30 November   31 May

                                                                                 2025          2024          2025

                                                                                 '000          '000          '000
 Number of shares
 Weighted average number of shares for the purposes of basic earnings per share  49,588        49,444        49,448
 Weighted average dilutive effect of conditional share awards                    48            6             465
 Weighted average number of shares for the purposes of diluted earnings per      49,636        49,450        49,913
 share

 

The calculation of basic and diluted headline earnings per share is based on
the following data:

                                                                Half year     Half year     Year

                                                                ended         ended         ended

                                                                30 November   30 November   31 May

                                                                2025          2024          2025

                                                                £m            £m            £m
 Profit for the period attributable to equity shareholders      0.7           1.6           6.2
 Add back/(deduct):
 Net finance cost in respect of defined benefit pension scheme  -             0.1           0.2
 Non-taxable exceptional items                                  0.5           1.1           0.6
 Taxable exceptional items                                      (1.1)         -             2.3
 Amortisation of acquired intangibles                           0.6           0.3           0.8
 Tax effect of the above                                        0.1           (0.4)         (0.8)
 Headline earnings                                              0.8           2.7           9.3

8. Financial instruments

The Group's financial instruments comprise cash, bank overdrafts, invoice
discounting advances, rolling credit facilities, lease liabilities, commodity
derivatives and various items such as receivables and payables which arise
from its operations. All financial instruments in 2025 and 2024 were
denominated in Sterling. There is no material foreign exchange risk in respect
of these instruments.

The carrying amounts of all of the Group's financial instruments are measured
at amortised cost in the financial statements, with the exception of
derivative financial instruments. Derivative financial instruments are
measured at fair value subsequent to initial recognition.

IFRS 13 (amended) 'Financial Instruments: Disclosures' requires disclosure of
financial instruments measured at fair value, grouped into Levels 1 to 3
below, based on the degree to which the fair value is observable:

•     Level 1 fair value measurements are those derived from unadjusted
quoted prices in active markets for identical assets or liabilities;

•     Level 2 fair value measurements are those derived from inputs,
other than quoted prices included within Level 1 above, that are observable
for the asset or liability, either directly (i.e. as prices) or indirectly
(i.e. derived from prices); and

•     Level 3 fair value measurements are those derived from valuation
techniques that include inputs for the asset or liability that are not based
on observable market data (unobservable inputs).

All of the Group's derivative financial instruments were classified as Level 2
in the current and prior periods. There were no transfers between levels in
both the current and prior periods.

The book, fair value and interest rate profile of the Group's financial assets
are as follows:

 Total book and fair value                                              30 November  30 November        31 May

                                                                        2025         2024 (re-stated)   2025

                                                                        £m           £m                 £m
 Trade and other receivables1                                           88.3         86.4               79.1
 Financial assets carried at amortised cost: cash and cash equivalents  5.5          11.4               10.9
 Financial assets carried at fair value: derivatives                    0.2          0.3                0.2
 Financial assets                                                       94.0         98.1               90.2

1      Excludes prepayments and VAT recoverable. Trade and other
receivables as at 30 November 2024 re-stated to exclude VAT recoverable.

 

The book and fair values of financial liabilities are as follows:

 Total book and fair value                         30 November  30 November  31 May

                                                   2025         2024         2025

                                                   £m           £m           £m
 Financial liabilities carried at amortised cost:
 Invoice discounting advances                      4.7          -            4.6
 Trade and other payables1                         97.8         97.9         89.4
 Lease liabilities repayable within one year       12.2         9.6          12.3
                                                   114.7        107.5        106.3
 Lease liabilities repayable after one year        49.7         40.9         47.9
 Financial liabilities                             164.4        148.4        154.2

1      Excludes social security and other taxes.

 

9. Share capital

                                                       Number      Total

                                                       of shares   £m

                                                       '000
 Allotted and fully paid: ordinary shares of 25p each
 Balance at 1 June 2024                                49,439      12.4
 Issue of shares (see below)                           11          -
 Balance at 30 November 2024                           49,450      12.4
 Issue of shares                                       138         -
 Balance at 31 May 2025 and 30 November 2025           49,588      12.4

 

During the half year ended 30 November 2025, no shares (H1 2024: 10,969) with
an aggregate nominal value of £nil (H1 2024: £2,742) were issued under the
Company's conditional Performance Share Plan.

The maximum total number of ordinary shares that may vest in the future in
respect of conditional Performance Share Plan awards outstanding at 30
November 2025 amounted to 1,603,511 (H1 2024: 1,531,660) shares. These shares
will only be issued subject to satisfying certain performance criteria.

10. Business combinations

 

On 28(th) November 2025, the process for completing the accounts of Northern
Energy Oil Limited at the date of acquisition was concluded, resulting in a
reduction in acquired net assets and consequently goodwill of £1 million.

 

During the period ended 30(th) November 2025, the provisional accounting for
the acquisition of Pinnock Brothers (Thatcham & Kintbury) Limited was
completed, resulting in an increase in goodwill of £0.2 million and a
re-allocation of goodwill to customer relationships and brand.

 

On 31 July 2025, the Group acquired the entire share capital of Noel Booth
& Sons Limited, a long-established fuel distributor based in Wigan with a
loyal customer base throughout Cheshire and Greater Manchester. The purchase
price of the acquisition was £2.3 million.

 

On 30 September 2025, the Group acquired the entire share capital of Harrison
Oils Limited, a well-established fuel distributor servicing a large domestic
and agricultural customer base across Lancashire and Cumbria. The purchase
price of the acquisition was £6.2 million including cash acquired of £3
million.

 

Details of the total consideration and the provisional fair values of the
assets and liabilities acquired are shown below:

 

                                                                                   Provisional fair value of assets acquired
                                                                                   Noel Booth & Sons Limited      Harrison Oils Limited  Total
                                                                                   £m                             £m                     £m
 Intangible assets - goodwill                                                      1.2                            2.6                    3.8
 Property, plant and equipment                                                     0.3                            0.5                    0.8
 Inventories                                                                       0.1                            0.1                    0.2
 Trade and other receivables                                                       2.8                            0.8                    3.6
 Cash                                                                              -                              3.0                    3.0
 Trade and other payables                                                          (2.0)                          (0.6)                  (2.6)
 Corporation tax creditor                                                          (0.1)                          (0.1)                  (0.2)
 Deferred taxation liabilities                                                     -                              (0.1)                  (0.1)
 Total consideration                                                               2.3                            6.2                    8.5
 Cash acquired                                                                     -                              (3.0)                  (3.0)
 Acquisition of subsidiary undertakings - cash paid (net of cash acquired)         2.3                            3.2                    5.5

 

Provisional goodwill of £1.2 million arises from the acquisition of Noel
Booth & Sons Limited and £2.6 million from the acquisition of Harrison
Oils Limited and are attributable to the acquired businesses and the expected
economies of scale from combining the operations of the Group and the
acquisitions. None of the goodwill is expected to be deductible for income tax
purposes.

As the acquisitions were made in the half year ended 30 November 2025, the
above amounts are provisional and subject to adjustment.

The net cash outflow arising on the acquisitions is as follows:

                                                                       Noel Booth & Sons Limited      Harrison Oils Limited  Total
                                                                       £m                             £m                     £m
 Total consideration - cash paid on completion (including stamp duty)  (2.3)                          (6.2)                  (8.5)
 Target cash acquired                                                  -                              3.0                    3.0
                                                                       (2.3)                          (3.2)                  (5.5)
 Acquisition-related costs                                             (0.2)                          (0.3)                  (0.5)
 Net consideration paid                                                (2.5)                          (3.5)                  (6.0)

 

Acquisition related costs of £0.2 million for Noel Booth & Sons Limited
and £0.3 million for Harrison Oils Limited have been charged to the income
statement as exceptional costs in the half year ended 30 November 2025.

 

11. Analysis of cash and cash equivalents and reconciliation to net debt

                                            1 June  Cash   Other non-cash  30 November  30 November
                                            2025    flow   movements       2025         2024
                                            £m      £m     £m              £m           £m
 Cash and cash equivalents                  10.9    (5.4)  -               5.5          11.4
 Invoice discounting                        (4.6)   (0.1)  -               (4.7)        -
 Total Group (excluding lease liabilities)  6.3     (5.5)  -               0.8          11.4
 Lease liabilities                          (60.2)  7.0    (8.7)           (61.9)       (50.5)
 Total Group (including lease liabilities)  (53.9)  1.5    (8.7)           (61.1)       (39.1)

 

 

 

 

 

12. Retirement benefit obligations

The Group operates a defined benefit pension scheme providing benefits based
on final pensionable earnings, which is closed to future accrual.

NWF Group Benefits Scheme

The scheme is administered by a fund that is legally separated from the Group.
The trustees of the pension fund are required by law to act in the interest of
the fund and of all relevant stakeholders in the scheme. The trustees are
responsible for the investment policy with regard to the assets of the fund.

The scheme was closed to new members during the year ended 31 May 2002 and
closed to future accrual with effect from April 2016.

The triennial actuarial valuation of this scheme was completed in the year
ended 31 May 2024, with a deficit of £7.6 million at the valuation date of 31
December 2022. The present value of the defined benefit obligation and the
related current service cost were measured using the Projected Unit Credit
Method. In these financial statements this liability has been updated in order
to derive the IAS 19R valuation as of 30 November 2025. The next full
triennial valuation will be undertaken with an effective date of 31 December
2025 and completed in the year ending 31 May 2026.

The triennial valuation resulted in Group contributions of £2.1 million per
annum plus a continued percentage increase based on total dividend growth over
£3.1 million.

The Board have considered whether any additional liabilities exist from the
prior scheme amendments which may be unwound as a result of the recent Virgin
Media vs NTL Trustees and other ruling. As the High Court decision was
appealed in June 2024, the outcome is now uncertain so the implications of
this have not been investigated or possible outcomes determined and no
allowance has been made for this in the financial statements. As of 6 June
2025 the Government has confirmed that it will introduce legislation granting
affected schemes the ability to retrospectively obtain written actuarial
confirmation that historic benefit changes met the necessary standards. Whilst
the legislation is yet to be published, given the confirmation from Government
that it will legislate, the Board believes that it remains appropriate that no
allowance is made in respect of the Virgin Media ruling in the November 2025
IAS 19 disclosures.

The amounts recognised in the balance sheet in respect of the defined benefit
scheme are as follows:

                                                                                                          As at 30 November 2024  As at 31 May 2025

                                                                                 As at 30 November 2025
                                                                                 £m                       £m                      £m
 Present value of defined benefit obligations                                    (35.4)                   (37.1)                  (34.7)
 Fair value of scheme assets                                                     36.1                     33.4                    32.4
 Surplus/(deficit) in the scheme recognised as a liability in the balance sheet  0.7                      (3.7)                   (2.3)
 Related deferred tax (liability)/asset                                          (0.2)                    0.9                     0.6
 Net pension asset/(liability)                                                   0.5                      (2.8)                   (1.7)

 

Changes in the present value of the defined benefit obligation are as follows:

                                                                           2025   2024
                                                                           £m     £m
 At 1 June                                                                 34.7   37.3
 Interest cost                                                             1.0    1.0
 Remeasurement(gains)/losses:
 - actuarial (gains)/losses arising from changes in financial assumptions  0.7    (0.1)
 - actuarial (gains) arising from changes in demographic assumptions       -      (0.1)
 - actuarial losses/(gains) on experience assumptions                      -      -
 Benefits paid                                                             (1.0)  (1.0)
 At 30 November                                                            35.4   37.1

 

Changes in the fair value of scheme assets are as follows:

                                            2025   2024
                                            £m     £m
 At 1 June                                  32.4   32.9
 Interest income                            0.9    0.9
 Remeasurement (losses)/gains:
 - actuarial (losses)/gains on plan assets  2.4    (0.5)
 Contributions by employer                  1.5    1.4
 Expenses                                   (0.1)  (0.3)
 Benefits paid                              (1.0)  (1.0)
 At 30 November                             36.1   33.4

 

 

 

 

 

 

13. Critical accounting estimates and judgements

The Group makes estimates and assumptions concerning the future. The resulting
accounting estimates will, by definition, seldom equal the related actual
results. The assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next
financial year are discussed below.

Defined benefit pension scheme - valuation assumptions

The balance sheet carrying values of defined benefit pension scheme surpluses
or deficits are calculated using independently commissioned actuarial
valuations. These valuations are based on a number of assumptions, including
the most appropriate mortality rates to apply to the profile of scheme members
and the financial assumptions regarding discount rates and inflation. All of
these are estimates of future events and are therefore uncertain.

Assessment of impairment

The Group tests annually for impairment of goodwill and fixed asset balances,
which involves using key judgements including estimates of future business
performance and cash generation and discount rates.

The recoverable amounts of CGUs are determined using value in use calculations
performed at each year end. The value in use calculations use post-tax cash
flow projections based on the Board-approved budget for the year ending 31 May
2026 and four years of business strategic plans thereafter. Subsequent cash
flows are extrapolated using an estimated growth rate of 2%.

These value in use calculations are subject to a series of sensitivity
analyses using reasonable assumptions concerning the future performance of the
CGUs and assessing the impact of a 1% increase in the discount rate.

Carrying value of trade receivables

The Group holds material trade receivable balances, and the calculations of
provisions for impairment are estimates of future events and therefore
uncertain. IFRS 9 requires the Group to consider forward-looking information
and the probability of default when calculating expected credit losses. The
Group considers reasonable and supportable customer-specific and market
information about past events, current conditions and forecasts of future
economic conditions when measuring expected credit losses.

Valuation of acquired intangibles

IFRS 3 requires separately identifiable intangible assets to be recognised on
acquisitions. The principal estimates used in valuing these intangibles are
generally based on the future cash flow forecast to be generated by these
assets and the selection of appropriate discount rates to apply to the cash
flows.

Assessment of insurance claim provision and corresponding reimbursement assets

Under IAS 37, a provision for third party insurance claims is recognised for
the full amount of the liability at the point in time that the obligation can
be reliably estimated. The Group considers this to be when the insurance
company assesses the claim and when it registers it as accepted.

Correspondingly, a reimbursement asset for an equal amount is recognised at
the same time, when it becomes virtually certain that the reimbursement will
be received if the entity settles the liability.

From a completeness perspective, the Directors are not aware of any other
critical judgements within the Group that give rise to a significant risk of
material adjustment within the next financial year.

 

2026 financial calendar

 

Interim dividend
paid
1 May 2026

Financial year
end
31 May 2026

Full year results announcement                       29
July 2026

Publication of Annual Report and Accounts  Late August 2026

Annual General
Meeting
24 September 2026

Final dividend
paid
Early December 2026

 1  (#_ftnref1)     Headline operating profit is statutory operating profit
before exceptional items and amortisation of acquired intangibles. Headline
profit before taxation is statutory profit before taxation after adding back
the net finance costs in respect of the Group's defined benefit pension
scheme, exceptional items and amortisation of acquired intangibles. Diluted
headline earnings per share also takes into account the taxation effect
thereon.

 

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