NWF Group plc Annual Report and Accounts 2014
ANNUAL REPORT 
AND ACCOUNTS 2014 An agricultural business
with heritage
NWF Group is a specialist agricultural and distribution business delivering feed, food and fuel 
across the UK. With a heritage in the agricultural sector, established in 1871, the Group has 
over 140 years’ experience in adding value to our customers’ businesses. OVERVIEW
01 Highlights of our year
02 Chairman’s statement
STRATEGIC REPORT
04 Our business 
06 Chief executive’s review
08 Divisional review
 08 Feeds
 12 Food
 14 Fuels
16 Financial review
20 Principal risks and uncertainties
CORPORATE GOVERNANCE
22  Board of directors and company secretary 
23  Senior management and advisers 
24  Corporate governance statement
26 Directors’ remuneration report
29  D i r e c t o r s ’ r e p o r t
31  Statement of directors’ responsibilities
FINANCIAL STATEMENTS
32 Independent auditors’ report 
33  Consolidated income statement 
33  C o n s o l i d a t e d s t a t e m e n t 
of comprehensive income 
34 Consolidated balance sheet 
35  C o n s o l i d a t e d s t a t e m e n t  
of changes in equity 
36  Consolidated cash flow statement 
37  Notes to the group financial statements 
66  Parent company independent auditors’ report 
67  Parent company balance sheet 
68  Notes to the parent company 
financial statements
SHAREHOLDER INFORMATION
73  Notice of annual general meeting
74  Notes to the notice of annual general meeting
76  Explanatory notes to the notice of annual 
general meeting
77 Financial calendar and divisional contacts
Find out more at www.nwf.co.uk
REVENUE
£537 .7m -1.5%
£537.7m 2014
£545.8m
£540.2m
2013
2012
HEADLINE EARNINGS PER SHARE
12.4p -5.3%
12.4p 2014
13.1p*
7.8p*
2013
2012
OPERATING PROFIT
£8.5m -9.6%
£8.5m 2014
£9.4m*
£6.0m*
2013
2012
NET DEBT 
£11.7m +27.2%
£11.7m 2014
£9.2m
£15.5m
2013
2012
HEADLINE PROFIT BEFORE TAX
£7 .7m -9.4%
£7.7m 2014
£8.5m*
£5.1m*
2013
2012
DIVIDEND PER SHARE
5.1p +6.3%
5.1p 2014
4.8p
4.5p
2013
2012
ANOTHER SUCCESSFUL 
YEAR FOR THE GROUP
NWF has established a solid platform 
for future development with sustainable 
low levels of net debt and good 
market positions.
*  Restated as a result of the change in 
accounting policy on adoption of IAS 19(R) 
– see notes 1 and 30. OVERVIEW
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 02
CHAIRMAN'S STATEMENT
I am pleased to report another successful 
year for the Group after the record results 
in 2013. NWF has delivered results ahead 
of market expectations and has performed 
strongly in spite of some adverse market 
conditions. Whilst the business did not 
benefit from similar weather conditions 
or increasing commodity prices, planned 
management actions in each of the 
businesses have enabled the Group to 
deliver this year’s results. Market share 
increased in Feeds following investment 
in sales and marketing. Food delivered 
a strong result through completing the 
planned restructuring and agreed long-term 
customer contracts to fill the Wardle facility. 
In spite of reduced demand for heating oil 
in the year resulting from the warm winter 
and spring, Fuels delivered a solid result 
through increasing sales of other products, 
particularly gas oil and focusing on 
operational efficiencies.
The successful acquisition of S.C. Feeds 
Limited in November 2013 was in line with 
the Group’s strategy to invest further 
in agriculture and has been earnings 
enhancing in 2014, growing volumes 
in a shrinking market.
Results
Revenue for the year was down 1.5% 
to £537.7 million (2013: £545.8 million) 
and operating profit was down to 
£8.5 million against the record prior 
year (2013: £9.4 million). The decrease 
in revenue was a result of lower oil 
prices and a small reduction in overall 
fuel volumes. 
The Feeds division delivered a good 
performance, increasing volumes in the 
dairy and beef segments to more than 
offset lower levels of demand for sheep 
feed. Volume growth was also achieved 
post acquisition in S.C. Feeds against 
a backdrop of lower market volumes. 
The Food division operates in a tough 
market where overall volumes are static. 
Action by management to consolidate all 
activities at Wardle and agree long-term 
contracts with key customers has delivered 
the planned increase in operating efficiency 
and profitability. Fuels has been negatively 
impacted by the warm winter and 
subsequent lack of demand for heating 
oil, which it has mitigated by focusing on 
operating efficiency and increasing sales 
of other products, most notably gas oil.
Headline profit before taxation was down 
9.4% to £7.7 million (2013: £8.5 million) 
and profit after taxation was down 7.0% 
to £5.3 million (2013: £5.7 million). 
Headline basic earnings per share were 
down 5.3% to 12.4p (2013: 13.1p) and 
headline diluted earnings per share were 
down by 4.6% to 12.4p (2013: 13.0p).
SUMMARY
 »   R e v e nu e £ 5 3 7 . 7 m illi o n 
(2013: £545.8 million)
 » Operating profit £8.5 million 
(2013: £9.4 million)
 » Headline profit before taxation
1
 
£7.7 million (2013: £8.5 million)
 » Headline basic earnings per share
1
 
12.4p (2013: 13.1p)
 » Full-year dividend increased 6.3% 
to 5.1p per share (2013: 4.8p)
 » Net debt £11.7 million 
(31 May 2013: £9.2 million)
 » Net debt to EBITDA at 1.0 times 
(31 May 2013: 0.7 times)
 » New £65.0 million banking facilities 
in place to October 2019 
Another successful year for the Group. 
NWF has delivered results ahead of market 
expectations and has performed strongly 
in spite of some adverse market conditions.
1
  Excluding £0.8 million (2013: £0.7 million) net finance cost in respect of the defined benefit 
pension scheme and, where applicable, the tax effect thereof. OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 03
Cash flows and funding 
The Group generated a £9.6 million 
(2013: £10.4 million) net cash inflow 
from operating activities. This included 
a net working capital inflow of £1.1 million 
(2013: £0.4 million), as the Group continues 
to focus on working capital and cash 
management. Net cash absorbed 
by investing activities increased from 
£1.9 million to £9.7 million as a result 
of a £1.3 million increase in capital 
expenditure (net of disposal proceeds) 
and £6.5 million attributable to the 
acquisition of S.C. Feeds Limited. Overall 
net debt at 31 May 2014 was £11.7 million 
(31 May 2013: £9.2 million). 
Cash conversion was 112.9% 
(2013: 110.6%), measured as net cash 
generated from operating activities as 
a percentage of operating profit. 
Net debt to EBITDA at 31 May 2014 was 
1.0 times (2013: 0.7 times). Interest cover 
(excluding IAS 19 net pension finance 
cost) for the year was 10.6 times 
(2013: 10.4 times). 
As previously announced, in June the 
Group agreed new long-term facilities 
with Royal Bank of Scotland for five years 
through to October 2019. The facilities 
total £65.0 million and are on improved 
terms, which illustrates the confidence 
they have in supporting the development 
plans of NWF.
Dividend
We are proposing to increase the final 
dividend for the year to 4.1p (2013: 3.8p) 
per share which, if approved at the Annual 
General Meeting, will be payable on 
5 December 2014 to shareholders on 
the register at 31 October 2014 and the 
shares will be marked ex-dividend from 
30 October 2014. Together with the 
interim dividend paid during the year 
of 1.0p (2013: 1.0p) per share, this will 
result in a total dividend increase of 6.3% 
for the year to 5. 1p per share (2013: 4.8p), 
amounting to a total cost of £2.4 million 
(2013: £2.3 million). 
Board 
As previously announced, John Acornley 
and David Southworth stepped down 
from the Board during the year after 
13 and 8 years of service respectively. 
I would like to thank them both for their 
significant contributions to support the 
development and governance of the 
Group during their tenure.
Current trading and prospects
Progress to date in the current financial 
year has been in line with the Board’s 
expectations with all divisions performing 
as planned. We continue to focus on 
development opportunities, both organic 
and through targeted acquisitions.
My thanks go to all who have supported 
NWF through the year both inside and 
outside the Group. I look forward to 
updating shareholders on the Group’s 
progress at the time of the Annual General 
Meeting on 25 September 2014.
Mark Hudson
Chairman
5 August 2014
We continue to focus on 
development opportunities, 
both organic and through 
targeted acquisitions.” STRATEGIC REPORT
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 04
OUR BUSINESS
OUR BUSINESS MODEL
NWF Group is a specialist agricultural and 
distribution business delivering feed, food and 
fuel across the UK. The Group aims to deliver 
total shareholder returns by the continued 
profitable development of the businesses 
through a combination of organic growth, 
capital investment, development expenditure 
and selective acquisitions.
Established in 1871 to supply farmers’ needs, 
NWF has grown into a strong, profitable and resilient 
business, with operations across the UK and 
underpinned by a substantial asset base and the 
availability of substantial financing facilities to fund 
development. The business operates in large, stable 
markets. The divisions have scale and good market 
positions, and are profitable and cash generative.
UNDERSTANDING OUR MARKETS
EXCELLENCE IN CUSTOMER SERVICE
BUILDING ON A SOLID PLATFORM
FEEDS FOOD FUELS
»  Key nutritional adviser to over 4,300 
ruminant farmers across the UK
»  Technical support for farmers to 
improve yields and farm profitability
»  Class leading customer service
»  High product quality 
»  High asset utilisation of mills 
and blend sheds delivering value 
to customers
»  Efficient transport fleet delivering 
direct to farm
»  Market leading national ambient 
grocery consolidation service
»  High service levels of 99.7%
»  Award winning IT team and industry 
leading systems with customers 
utilising live stock and delivery data
»  Efficient warehousing and 
transport delivering a value 
proposition for food manufacturers 
and importers
»  High warehouse and vehicle 
asset utilisation
»  Industry leading customer service 
from 17 depots across the UK
»  Scale delivers efficiency and 
value for commercial and 
domestic customers
»  Delivery flexibility focusing on 
delivering to oil users who have 
experienced a run out
»  Supply agreements with major oil 
companies for security of supply 
and competitive pricing
SELECTIVE ACQUISITIONS
CAPITAL INVESTMENT
ORGANIC GROWTH
SHAREHOLDER 
VALUE
FEEDS STRATEGY p9 FOOD STRATEGY p13 FUELS STRATEGY p15 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 05
OUR DIVISIONS
Feeds Food Fuels
Boughey Distribution is a leading 
consolidator of ambient grocery 
products with significant warehousing 
and distribution assets. The business 
consolidates full loads from its 
customers, being both food producers 
and importers, and ships across 
the UK daily to all the major 
supermarkets, cash and carry 
and food service customers.
NWF Agriculture has grown to be a 
leading national supplier of ruminant 
animal feed, feeding one in six dairy 
cows in Britain. The business supplies 
over 4,300 farmers from Scotland to 
Cornwall. The Agriculture division is the 
key area for the Group’s development 
investment and the Board are 
committed to the active management 
and investment in the Agriculture 
business which is expected to include 
acquisitions as demonstrated by the 
acquisition of S.C. Feeds Limited during 
the year.
NWF Fuels is a leading distributor of 
fuel oil and fuel cards delivering over 
400 million litres of fuel across the UK 
to 57 ,000 customers. It is one of the 
largest authorised distributors of 
Texaco and is a major customer of 
other fuel suppliers including Essar, 
ConocoPhillips and Total.
» Third largest distributor in the UK
»  402 million litres sold in 2014
»   Supply 57 ,000 domestic and 
commercial customers, including 
52 retail petrol stations
»  17 fuel depots across the UK
» 191 employees
»   Fast growing fuel card 
marketing business
» 100,000 pallet spaces
»  800,000 square feet 
of warehousing in Wardle 
(north west)
» Over 200 customers
»  99.7% service level  
(cases delivered on time)
» 417 employees
»  Robust demand for 
ambient groceries
»  Leading national supplier 
of ruminant animal feed – 
no. 2 producer in the UK
»  4 , 30 0 c us t o me r s
»  Sells 543,000 tonnes per annum
»  Track record of winning new 
business – dairy specialists
»  Strong national sales team 
providing nutritional advice 
to farmers
»  Agricultural markets attractive, 
with increasing populations and 
food security issues
Market leader in the 
north west of England
Leading national supplier 
of ruminant animal feed
Third largest fuels 
distributor in the UK
 29.9%
 6.8%
 63.3%
Revenue split
 38.8%
 23.5%
 37.7%
Operating profit split
 45.3%
 42.9%
 11.8%
Operating net assets split
1
1
  Excludes unallocated corporate 
assets and liabilities. For further 
information on segment net 
assets, see note 4 of the Group 
financial statements.
Feeds        Food        Fuels STRATEGIC REPORT
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 06
CHIEF EXECUTIVE'S REVIEW
The Directors present their Strategic 
report together with the audited financial 
statements of the Parent Company (‘the 
Company’) and the Group for the year 
ended 31 May 2014.
This Strategic report has been prepared 
solely to provide additional information 
to shareholders to assess the Company’s 
strategies and the potential for those 
strategies to be successful.
The Strategic report contains certain 
forward-looking statements. These 
statements are made by the Directors 
in good faith based on the information 
available to them up to the time of 
their approval of this report and such 
statements should be treated with 
caution due to the inherent uncertainties, 
including both economic and business 
risk factors, underlying any such 
forward-looking information.
The Directors, in preparing this Strategic 
report, have complied with Section 414C 
of the Companies Act 2006.
This Strategic report has been prepared 
for the Group as a whole and therefore 
gives greater emphasis to those matters 
which are significant to NWF Group plc 
and its subsidiary undertakings when 
viewed as a whole.
Business and Financial Review
This good set of results for the Group has 
been achieved by clear, targeted actions 
by management in all three divisions, 
which have been delivered in line with our 
plans. Operating cash conversion remains 
above 100% demonstrating continued 
effective cash management and new 
five year facilities have been agreed with 
Royal Bank of Scotland to support the 
long-term development of the Group.
The Group delivered an operating profit 
of £8.5 million (2013: £9.4 million) and a 
headline profit before tax of £7.7 million 
(2013: £8.5 million). This was achieved 
against a less favourable market 
backdrop than was experienced 
in the record year of 2013.
Net debt of £11.7 million (2013: £9.2 million), 
which represents a debt to EBITDA ratio 
of 1.0 times (2013: 0.7 times), was delivered 
in spite of the £6.5 million cash acquisition 
costs in the year, highlighting the 
cash-generative capability of the Group.
Banking
The Group has an agreement in place 
with The Royal Bank of Scotland Group 
for credit facilities totalling £65.0 million 
through to 31 October 2019, comprising 
£10.0 million of revolving credit facilities, 
£50.0 million of working capital facilities 
and ancillary facilities of £5.0 million 
for guarantees and overdrafts. These 
facilities and the ongoing support of 
the bank allow the Group to progress 
its development plans. There is significant 
headroom against these facilities after 
allowing for anticipated working capital 
fluctuations during the year.
SUMMARY
 » A good set of results for the Group
 » Experienced management teams 
in all three divisions
 »   R e v e nu e £ 5 3 7 . 7 m illi o n 
(2013: £545.8 million)
 » Operating profit £8.5 million 
(2013: £9.4 million)
 » Headline profit before taxation
1
 
£7.7 million (2013: £8.5 million)
 » Headline basic earnings per share
1
 
12.4p (2013: 13.1p)
 » Full-year dividend increased 6.3% 
to 5.1p per share (2013: 4.8p)
 » Net debt £11.7 million 
(2013: £9.2 million)
 » Debt to EBITDA at 1.0 times 
(31 May 2013: 0.7 times)
 » £65.0 million banking facilities 
in place to October 2019 
The Group has established 
a solid platform for development, 
has competitive long-term banking 
facilities and a strong asset base.
1
  Excluding £0.8 million (2013: £0.7 million) net finance cost in respect of the defined benefit 
pension scheme and, where applicable, the tax effect thereof. OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 07
Future developments and strategy
NWF Group is a specialist agricultural 
and distribution business delivering feed, 
food and fuel across the UK. Each of our 
trading divisions have scale and good 
market positions, and are both profitable 
and cash generative. 
In our Feeds division, we are a leading 
national supplier of ruminant animal feeds 
(feeding one in six dairy cows in Britain) 
and are continuing to develop the business 
with investment in sales and marketing. 
Since the year end we have opened a new 
blending facility in Dumfries to support the 
growing Scottish market and to service 
our existing customers in that region. 
We are continuing to focus on technical 
leadership and to be the nutritional 
adviser of choice. We are looking to 
continue our track record of organic 
growth in this division and, in line with 
our strategic emphasis on Agriculture, 
we are looking for complementary and 
bolt-on acquisition opportunities to 
increase our business with UK farming.
In Food, we have improved our performance 
through the consolidation of all customers 
at the key Wardle site. We remain focused 
on continuing to provide excellent levels 
of customer service and support whilst 
ensuring we drive efficiencies in the 
business, which can further improve returns.
In Fuels, we have a proven depot operating 
model and have demonstrated that the 
rationalised business has recovered 
to sustainable levels of performance. 
We are looking to develop the business 
organically through the establishment 
of new storage depots and through 
appropriate strategic bolt-on acquisitions.
The Group has established a solid platform 
for development, has competitive long-term 
banking facilities and a strong asset base.
Key performance indicators
The Directors use the following combination 
of financial and non-financial KPIs as 
a method of determining how well the 
Group is performing against its objectives 
and overall strategy:
Feeds
 » 4,300 customers 
(2013: 4,000 customers)
 » Sold 543,000 tonnes in the year ended 
31 May 2014 (2013: 481,000 tonnes)
 » Revenue of £160.7 million in 
the year ended 31 May 2014 
(2013: £153.1 million)
 » Operating profit of £3.3 million 
in the year ended 31 May 2014 
(2013: £3.8 million)
Feeds has been successful in securing 
additional business direct to farmers in 
the year and has grown its market share.
Food
 » Average of 97,000 pallets stored 
(2013: 93,000 pallets)
 » 800,000 square feet of warehousing 
(2013: 900,000 square feet)
 » Over 200 customers 
(2013: over 200 customers)
 » 99.7% service level 
(2013: 99.7% service level)
 » Revenue of £36.4 million in 
the year ended 31 May 2014 
(2013: £36.4 million)
 » Operating profit of £2.0 million 
in the year ended 31 May 2014 
(2013: £1.2 million)
Food has successfully completed 
the planned restructuring with all 
customers now located at the main 
Wardle facility, which has significantly 
improved operating efficiency. 
Fuels
 » Sales volumes in 2014 – 402 million 
litres (2013: 411 million litres)
 » Supply 57,000 customers
 » 17 fuel depots across the UK (2013: 17)
 » Revenue of £340.6 million in 
the year ended 31 May 2014 
(2013: £356.3 million)
 » Operating profit of £3.2 million 
in the year ended 31 May 2014 
(2013: £4.4 million)
Fuels has delivered a robust financial 
performance against a market environment 
which has been impacted by a notably 
warmer winter trading period which 
substantially reduced the demand 
for heating oil products.
Corporate and social responsibility
The Board of Directors monitors and 
evaluates its obligations in respect of 
its corporate and social responsibilities 
and in particular aims to support all 
Group employees.
Richard Whiting
Chief Executive
5 August 2014 STRATEGIC REPORT
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 08
 DIVISIONAL REVIEW
Feeds
2014 was another good year for Feeds; 
critically, underlying volume and market 
share increased as a result of targeted 
investment in sales and marketing 
resources. The acquisition of S.C. Feeds 
in November 2013 added additional 
volume to the Group and post acquisition 
has performed well, increasing volume 
compared to the prior year. Demand for 
ruminant feed was lower than in the prior 
year, which experienced both a long, hard 
winter and poor silage and forage. Over the 
year feed commodity prices drifted lower 
with a basket of commodities on the spot 
market over 20% lower by the year end.
Revenue increased by 5.0% to 
£160.7 million (2013: £153.1 million) 
as a result of the acquisition of S.C. Feeds, 
offset by some reductions in selling 
prices. Operating profits were £3.3 million 
(2013: £3.8 million). As anticipated the 
acquisition was earnings enhancing in 
its first six months. The prior year profit 
performance includes some one-off 
gains, which were a result of increasing 
commodity prices. Total volume was 
significantly higher at 543,000 tonnes 
(2013: 481,000 tonnes) with an increase 
in the underlying volume of NWF and the 
additional six months’ contribution from 
S.C. Feeds. 
The increase in nutritional focus in 
our Feeds division is a key strategy 
for the business in providing more 
advice and value-added products 
to our farming customers to improve 
their business performance.
Milk prices in Great Britain increased 
during the year by 3.0p per litre to 
32.9p, leading farmers to increase milk 
production to a five year high of 11.8 billion 
litres (2013: 10.9 billion litres). Compared 
to last year, silage quality was better and 
the warm winter and spring reduced feed 
volumes. The UK market for ruminant feed 
was down 4.7% on prior year. 
The Feeds division has a very broad 
customer base working with over 4,300 
farmers across the country. This broad 
base and the underlying robust demand 
for milk and dairy products result in a 
reasonably stable overall demand for 
our feed. 
NWF Agriculture has grown to be a leading 
national supplier of ruminant animal feed, 
feeding one in six dairy cows in Britain. 
The business supplies over 4,300 farmers 
from Scotland to Cornwall.
WHAT WE'VE DONE
»  Another good year with growth in underlying volume 
and market share despite market demand for feed being 
lower than prior year
»  S.C. Feeds Limited acquisition in November 2013 added 
additional volume and post acquisition has performed well
»  The business continued to focus on developing a greater 
proportion of feed supplied direct to farmers, supported 
by nutritional advice
»  Marketing and technical support activity increased to support 
the development of the added-value nutritional sales 
proposition, direct to farmers
»  Revenue increased by 5.0% to £160.7 million 
(2013: £153.1 million)
»  Operating profits were £3.3 million (2013: £3.8 million)
4
1
2
3
OUR LOCATIONS
1 Dumfries
2 Wardle*
3 Stone
4 Wixland
*    Group head office and main 
operating site.
NWF Agriculture 
customer location
4,300+ 
customers OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 09
KEY PERFORMANCE INDICATORS
Wheat Futures Price LIFFE (price per tonne £)
200
190
180
170
160
150
140
Jun 13 Jul 13 Aug 13 Sep 13 Oct 13 Nov 13 Dec 13 Jan 14 Feb 14 Mar 14 Apr 14 May 14
MARKET INFORMATION HOW WE'VE DONE
OUR DEVELOPMENT STRATEGY
» Continue our track record of organic growth
» Increase the focus on nutritional advice and technical support 
»  Identify and bolt-on complementary agriculture businesses in line 
with strategic emphasis on agriculture
» Diversify the agriculture offering from a focused ruminant feed base 
» Drive industry consolidation for synergy and scale economies
REVENUE
£160.7m +5.0%
£160.7m 2014
£153.1m 2013
OPERATING PROFIT
£3.3m -13.2%
£3.3m 2014
£3.8m 2013
TONNES SOLD
543,000 +12.9%
543,000 2014
481,000 2013
For more, go to 
www.nwfagriculture.co.uk STRATEGIC REPORT
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 10
 DIVISIONAL REVIEW
ACQUISITION OF S.C. FEEDS
The successful acquisition of S.C. Feeds 
demonstrates our strategic intent and we 
are pleased with its performance since 
joining the Group.
On 30 November 2013 NWF Group plc, acquired the entire 
issued share capital of S.C. Feeds Limited, a leading animal 
feed manufacturer based in Stone, Staffordshire.
S.C. Feeds has supplied ruminant feed since 1991 from 
its mill in Stone and produces in excess of 80,000 tonnes 
of compound and blended product per annum.
The acquisition is in line with the strategic ambition we have 
set out to develop the Group towards a greater focus on 
agriculture and meeting the needs of farmers in the UK. OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 11 STRATEGIC REPORT
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 12
1
 DIVISIONAL REVIEW CONTINUED
Food
This has been a year of successful 
self-help in Food with market conditions 
remaining difficult as the supermarkets 
fight for share in a static market. As 
previously announced, the business 
exited a leased facility in Deeside, 
relocating customers to its main facility 
in Wardle, Cheshire. This transition 
increased the consolidation levels at 
Wardle, with 100,000 pallets storage in a 
single location, which improves 
operational efficiencies. Long-term 
contracts with customers signed during 
the year underpin the storage volumes 
for the business going forward. Service 
levels have been maintained at 99.7%.
Revenue remained consistent at 
£36.4 million (2013: £36.4 million). 
Storage overall was at an average of 97 ,000 
pallets (2013: 93,000 pallets) and total 
loads were at a similar level to prior year. 
Operating profits increased to £2.0 million 
(2013: £1.2 million) as a consequence 
of centralising activities at Wardle and 
improving operational efficiencies.
The IT team were recently recognised at 
the UK Warehousing Association awards, 
for excellence in their field and delivering 
significantly enhanced customer value. 
Customers have real time access, via an 
extranet link, to key information including 
stock, order status and account data, 
which has been well received and utilised. 
This gives customers industry leading 
access to live data and is a part of the 
strong proposition we provide to ambient 
grocery customers.
Demand for our customers’ products 
continues to be stable and the outlook 
for most product categories handled by 
the business is resilient. The business 
operates in a competitive supply chain 
and needs to continually demonstrate 
the value and service that it provides 
to food manufacturers and importers. 
The business has a leading position in 
consolidating ambient grocery products 
in the north west, with high service 
levels, industry leading systems and 
a strong operating performance being 
the key components. 
Boughey Distribution is a leading consolidator 
of ambient grocery products with significant 
warehousing and distribution assets. The business 
consolidates full loads from its customers, the food 
producers and importers, and ships across the UK 
daily to all the major supermarkets, cash and carry 
and food service customers.
WHAT WE'VE DONE
»  Year of successful self-help with market conditions 
remaining difficult 
»  Boughey exited Deeside leased facility in the year, relocating 
customers to the main facility in Wardle, Cheshire 
»  Transition increased consolidation levels at Wardle
»  Business has 100,000 pallet storage capacity in a 
single location which improves operational efficiencies
»  Demand, measured in outbound loads, similar to prior year
»  Further progress made on utilising the backload and general 
haulage capacity of the fleet
»  Excellent customer service levels maintained at 99.7%
OUR LOCATION
1 Wardle*
*    Group head office and 
main operating site. OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 13
KEY PERFORMANCE INDICATORS Ambient grocery supply chain * Boughey’s current position in the supply chain.
MARKET INFORMATION HOW WE'VE DONE
OUR DEVELOPMENT STRATEGY
» Maintain excellent levels of customer service 
» Improve operational efficiencies and return on assets
» Optimise customer mix
REVENUE
£36.4m Nil%
£36.4m 2014
£36.4m 2013
OPERATING PROFIT
£2.0m +66.7%
£2.0m 2014
£1.2m 2013
AVERAGE PALLET SPACES STORED
97 ,000 +4.3%
97,000 2014
93,000 2013
Wholesalers (distribution 
centres and depots)
Retailer distribution centres
Ambient grocery 
manufacturers
Third party 
management
In-house 
management
Independent 
consolidators*
Retailers
For more, go to 
www.boughey.co.uk STRATEGIC REPORT
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 14
16
4
1
5
14
17
2
8
10
13 15
4
9
6
11
7
3
12
 DIVISIONAL REVIEW CONTINUED
Fuels
NWF Fuels is a leading distributor of fuel oil 
and fuel cards delivering over 400 million litres 
across the UK to 57 ,000 customers. It is one 
of the largest authorised distributors of Texaco 
and is a major customer of other fuel suppliers 
including Essar, ConocoPhillips and Total.
WHAT WE'VE DONE
»  Focus on operating efficiency and strong sales management 
mitigated the impact of the warm weather and spring 
conditions which reduced demand for heating oil
»  Increased sales of other products, most notably gas oil 
where new product introduction has been successful
»  Additional resources deployed on card marketing 
to support volume growth
»  Revenue decreased by 4.4% to £340.6 million 
(2013: £356.3 million), as a result of lower oil prices 
and slightly lower volume
»  Operating profits decreased to £3.2 million 
(2013: £4.4 million) 
OUR LOCATIONS
1 Acle
2 Ammanford
3 Babbinswood
4 Bangor
5 Boston
6 Burnley
7 Burwell
8 Droitwich
9 Dyserth
10 Kenilworth
11 Kingsbury
12 Long Marston
13 Nottingham
14 Southampton
15 Stoke
16 Wardle*
17 Yate
*    Group head office and main 
operating site.
Market conditions have been difficult in 
Fuels as a result of the significant reduction 
in demand for heating oil during a warm 
winter and spring period. The business 
has worked hard to increase gas oil sales 
to offset lower heating oil demand and has 
introduced new product lines that have 
been successful. Additional resources 
deployed on card marketing have also 
supported volumes. A focus on operating 
efficiency and strong sales management 
has in part mitigated the market conditions.
Revenue decreased by 4.4% to 
£340.6 million (2013: £356.3 million) 
as a result of lower oil prices and some 
volume reduction. The average Brent 
Crude oil price in the year was stable 
at $108 per barrel; however, a stronger 
exchange rate led to a fall in prices of 
between 2% and 5% across different 
categories. Total volume was 402 million 
litres (2013: 411 million litres).
Operating profits were £3.2 million 
(2013: £4.4 million), which is a very 
positive result given the lack of heating 
oil demand from customers.
With 57,000 customers being supplied 
across 17 fuel depots, the Fuels division 
operates in markets that are large, robust 
and reasonably stable. OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 15
KEY PERFORMANCE INDICATORS Oil prices (Brent Crude $/barrel – Oil Market Journal)
MARKET INFORMATION HOW WE'VE DONE
OUR DEVELOPMENT STRATEGY
»  Develop organic growth from existing network and through establishment of new 
storage depots
» Bolt-on acquisitions across the UK 
 » Synergy with existing depots 
 » Geographic expansion
REVENUE
£340.6m -4.4%
£340.6m 2014
£356.3m 2013
OPERATING PROFIT
£3.2m -27 .3%
£3.2m 2014
£4.4m 2013
LITRES SOLD
402m -2.2%
402m 2014
411m 2013
For more, go to 
www.nwffuels.co.uk
130
120
110
100
90
80
Jun 13 Jul 13 Aug 13 Sep 13 Oct 13 Nov 13 Dec 13 Jan 14 Feb 14 Mar 14 Apr 14 May 14 Jun 14 STRATEGIC REPORT
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 16
FINANCIAL REVIEW
SUMMARY
»  All divisions profitable and 
cash generative
»  Headline profit before tax £7.7 million 
(2013: £8.5 million)
»  Headline EPS 12.4p (2013: 13.1p)
»  Net debt £11.7 million (31 May 2013: 
£9.2 million), including impact of S.C. 
Feeds acquisition
»  Long-term committed banking 
facilities in place to October 2019
»  Significant headroom against 
banking facilities and covenants
»  Substantial asset base with 
total assets of £119.4 million 
(31 May 2013: £120.1 million)
Group results 
Year ended 31 May
Note
2014
£m
(Restated*)
2013
£m
Revenue
Feeds 4 160.7 153.1 
Fuels 4 340.6 356.3
Food 4 36.4 36.4 
537.7 545.8
Operating profit
Feeds 4 3.3 3.8 
Fuels 4 3.2 4.4
Food 4 2.0 1.2
8.5 9.4
Finance cost 7 (0.8) (0.9)
Headline profit before tax 7.7 8.5
Net finance costs in respect of defined 
benefit pension scheme (0.8) (0.7)
Profit before taxation 6.9 7.8
Income tax expense 8 (1.6) (2.1) 
Profit for the year attributable to 
owners of the parent 5.3 5.7
Total assets 119.4 120.1
ROCE 13.3% 16.2%
Headline EPS 11 12.4 13.1
Basic EPS 11 11.2 12.1
Group shareholders’ equity 33.0 28.2
Group net debt 19 11.7 9.2
*  The prior year income statement has been restated as a result of the change in accounting policy on 
adoption of IAS 19(R); see notes 2 and 30.
Brendon Banner 
Finance Director OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 17
Group results
Group revenue decreased by 1.5% 
to £537.7 million (2013: £545.8 million), 
reflecting lower oil prices and a 2.2% 
reduction in oil volumes in the Fuels 
business, partially offset by the impact 
of the acquisition of S.C. Feeds Limited. 
Operating profit was £8.5 million, down 
by £0.9 million (9.6%) from the record 
performance in 2013 of £9.4 million.
Financing costs decreased by £0.1 million 
to £0.8 million with interest cover (excluding 
IAS 19 net pension finance costs) increasing 
to 10.6 times (2013: 10.4 times).
Headline profit before taxation was down 
9.4% to £7 .7 million (2013: £8.5 million), 
resulting in a headline basic earnings per 
share of 12.4p (2013: 13.1p). The proposed 
full-year dividend per share is an increase 
of 6.3% to 5.1p in line with the Group’s 
progressive dividend policy, which equates 
to a dividend cover ratio of 2.4 times.
The finance costs in respect of the defined 
benefit pension scheme increased by 
£0.1 million to £0.8 million.
The tax charge has decreased to 
£1.6 million from £2.1 million in 2013 
as a result of the lower profit before tax, 
together with the impact of the decrease 
in the main rate of corporation tax, with 
a fall in the effective tax rate to 23.1% 
(2013: 25.9%). The Group’s future underlying 
effective rate of tax is expected to fall 
slightly in line with the decrease in the 
main rate of corporation tax.
Profit after taxation decreased by 7.0% 
to £5.3 million (2013: £5.7 million). Basic 
headline earnings per share have decreased 
by 5.3% to 12.4p (2013: 13.1p) and diluted 
headline earnings per share decreased by 
4.6% to 12.4p (2013: 13.0p).
Balance sheet summary
The Group has increased net 
assets by £4.8 million to £33.0 million 
(31 May 2013: £28.2 million). The increase 
has been predominantly driven by the 
strong trading performance during the 
year with a retained profit for the year of 
£3.0 million (2013: £3.6 million), together 
with a reduction in the Group’s defined 
pension scheme deficit from a net pension 
liability of £18.8 million as at 31 May 2013 
to £17.3 million as at 31 May 2014.
Tangible and intangible assets have 
increased to £54.0 million as at 31 May 2014 
(31 May 2013: £48.8 million) as a result 
of net capital expenditure £3.5 million, 
together with the impact of the acquisition 
of S.C. Feeds Limited which increased 
tangible assets by £1.5 million and 
intangible assets by £4.2 million. The 
depreciation and amortisation charges 
for the year to 31 May 2014 were £3.2 
million and £0.5 million respectively.
Balance sheet 
As at 31 May
2014
£m
2013
£m
Tangible and intangible fixed assets 54.0 48.8
Net working capital 9.8 9.2
Cash at bank and in hand — 0.1
Short-term borrowings (0.1) (0.2)
Medium-term borrowings (11.6) (9.1)
Current tax liabilities (1.1) (1.3)
Deferred tax liabilities (net) (0.7) (0.5)
Retirement benefit obligations (17.3) (18.8)
Net assets 33.0 28.2
The Group has increased 
net assets by £4.8 million to 
£33.0 million (31 May 2013: 
£28.2 million). The increase 
has been predominantly 
driven by the strong trading 
performance during the year.” STRATEGIC REPORT
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 18
FINANCIAL REVIEW CONTINUED
Balance sheet summary continued
Net working capital has continued to 
be an area of attention for the Group 
with a year on year increase of only 
£0.6 million despite the impact of the 
S.C. Feeds acquisition which resulted 
in an increase in working capital at 
acquisition of £1.7 million. This equates 
to an improvement in the underlying 
working capital of the Group amounting 
to £1.1 million. The Group’s inventories 
remained unchanged at £3.8 million with 
trade and other receivables decreasing to 
£57.8 million (31 May 2013: £62.4 million), 
which was offset by the decrease in trade 
and other payables to £51.8 million 
(31 May 2013: £57.0 million). 
Net debt increased to £11.7 million 
(31 May 2013: £9.2 million), reflecting the 
cash impact of the S.C. Feeds acquisition 
of £6.5 million, offset by the underlying 
cash generation of the Group as a result 
of the strong trading performance and 
ongoing focus on working capital. 
Net deferred tax liabilities increased to 
£0.7 million (31 May 2013: £0.5 million), 
reflecting the impact of the S.C. Feeds 
acquisition, the changes in the retirement 
benefit obligations and the impact of the fall 
in the assumed rate at which deferred tax 
has been provided from 23.0% to 20.0%.
The gross liability of the Group’s defined 
benefit pension scheme decreased by 
£1.5 million to £17 .3 million (31 May 2013: 
£18.8 million). The value of pension scheme 
assets increased by 0.6% to £31.2 million 
(31 May 2013: £31.1 million). The value of 
the scheme liabilities decreased to £48.6 
million (31 May 2013: £49.9 million) primarily 
as a result of a 0.10% increase, to 4.40%, 
in the discount rate used to calculate the 
present value of the future obligations.
Cash flow and banking facilities
The Group continues to focus on cash and 
working capital management and has been 
successful in restricting the increase in the 
level of year end net debt to £2.5 million 
from £9.2 million to £11.7 million despite the 
investment of £6.5 million in the acquisition 
of S.C. Feeds, with an underlying net cash 
generation of £4.0 million for the Group 
during the year under review.
Net cash generated from operating 
activities was £9.6 million, a decrease 
of £0.8 million (2013: £10.4 million) which 
is a cash conversion ratio of 112.9% of 
operating profit (2013: 110.6%). Underlying 
working capital decreased by £1.1 million 
(2013: £0.4 million decrease).
Cash flow and banking facilities 
Year ended 31 May
2014
£m
(Restated*)
2013
£m
Operating cash flows before working capital movements 11.5 12.2
Working capital movements 1.1 0.4
Interest paid (0.7) (0.8)
Tax paid (2.3) (1.4)
Net cash generated from operating activities 9.6 10.4
Capital expenditure (net of receipts from disposals) (3.2) (1.9)
Acquisition of subsidiary (6.5) —
Net cash (absorbed)/generated before financing activities (0.1) 8.6
Net increase/(decrease) in bank borrowings 2.5 (5.5)
Dividends paid (2.3) (2.1)
Other financing cash flows (0.2) (1.0)
Net decrease in cash and cash equivalents (0.1) (0.1)
The Group continues to focus 
on cash and working capital 
management with improving 
underlying net debt.” OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 19
Cash utilised to finance capital 
expenditure (net of disposal proceeds) 
increased by £1.3 million to £3.2 million 
(2013: £1.9 million) which compares to the 
annual depreciation charge of £3.2 million 
(2013: £3.0 million). The main areas of 
capital expenditure were investments in 
new IT systems for the Feeds division 
£0.8 million, investment in replacement 
commercial vehicles of £0.7 million, and 
investment in Feeds’ new blending facility 
in Dumfries, together with a range of 
smaller projects across all three divisions.
Overall there was a small decrease in 
cash and cash equivalents of £0.1 million 
(2013: £0.1 million).
The Group benefits from renewed and 
extended credit facilities from The Royal 
Bank of Scotland totalling £65.0 million 
which are committed through to 
31 October 2019, with the exception of 
the bank overdraft facility of £1.0 million 
and the £4.0 million bank guarantee facility 
which are renewed annually. As noted 
above, included within the total facility 
of £65.0 million, the Group has an invoice 
discounting facility, the availability of which 
depends on the level of trade receivables 
available for refinancing which is subject 
to a maximum drawdown of £50.0 million. 
The banking facilities are provided subject 
to ongoing compliance with conventional 
banking covenants against which the 
Group has substantial levels of headroom.
Capital risk
The Group monitors capital risk on the 
basis of the net debt/EBITDA ratio. This 
ratio is calculated as net debt divided by 
earnings before interest, depreciation and 
amortisation as shown below for the two 
years ended 31 May 2014:
2014
£m
(Restated)
2013
£m
Net debt (£m) 11.7 9.2
EBITDA (£m) 12.2 13.0
Net debt/EBITDA ratio 1.0 0.7
Further details of the Group’s financial 
risk management policies and financial 
instruments are set out in note 19 of the 
Group financial statements.
Going concern basis
The Group’s business activities, together 
with the factors likely to affect its future 
development, performance and position, 
are set out in the ‘Business Review’ and 
‘Future developments and strategy’ sections 
of the Strategic report. The financial position 
of the Group, its cash flows and liquidity 
position are also described in the above 
sections. In addition, note 19 of the Group 
financial statements includes: the Group’s 
objectives, policies and processes for 
managing its capital; its financial risk 
management objectives; details of 
financial instruments and hedging 
activities; and its exposure to price, 
interest rate, credit and liquidity risk.
The Group has agreements in place 
with The Royal Bank of Scotland Group 
for credit facilities totalling £65.0 million 
through to 31 October 2019. These 
facilities and the ongoing support of 
the bank allow the Group to continue 
its development plans from the platform 
achieved to date. There is significant 
headroom against these facilities after 
allowing for anticipated working capital 
fluctuations during the year.
Accordingly, the Directors have a 
reasonable expectation that the Company 
and the Group have adequate resources 
to continue in operational existence for 
the foreseeable future. Thus, they continue 
to adopt the going concern basis of 
accounting in preparing the annual 
financial statements.
Brendon Banner 
Finance Director
5 August 2014
The Group benefits from 
renewed and extended 
facilities from the Royal 
Bank of Scotland totalling 
£65.0 million which are 
committed through to 
31 October 2019.” STRATEGIC REPORT
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 20
PRINCIPAL RISKS AND UNCERTAINTIES
Effective risk management aids decision making, underpins the 
delivery of the Group’s strategy and objectives and helps to 
ensure that the risks the Group takes are adequately assessed 
and actively managed. The Group regularly monitors its key risks 
and reviews its management processes and systems to ensure 
that they are effective and consistent with good practice. The 
Board is ultimately responsible for the Group’s risk management. 
The risk management process involves the identification and 
prioritisation of key risks, together with appropriate controls and 
plans for mitigation, which are then reported to the Board. 
As with all businesses, the Group is affected by a number of 
risks and uncertainties, some of which are beyond our control. 
The table below shows the principal risks and uncertainties 
which could have a material adverse impact on the Group. 
This is not an exhaustive list and there may be risks and 
uncertainties of which the Board is not aware, or which are 
believed to be immaterial, which could have an adverse effect 
on the Group.
Risk Impact and description Mitigating actions
Non-compliance 
with legislation 
and regulations, 
health, safety and 
environment
The Group operates in diverse markets and each 
sector has its own regulatory and compliance 
frameworks which require ongoing monitoring to 
ensure that the Group maintains full compliance 
with all legislative and regulatory requirements. 
Any incident of major injury or fatality or which 
results in significant environmental damage 
could result in reputational or financial damage 
to the Group.
Expertise within the operating divisions is 
supplemented by ongoing advice from professional 
advisers and the involvement of the head office 
function which closely monitors existing business 
practices and any anticipated changes in regulatory 
practices or requirements. 
The Group employs appropriately qualified and 
experienced health and safety personnel and retains 
health and safety specialists to ensure compliance.
Commodity prices 
and volatility in 
raw material 
prices 
The Group’s Feeds and Fuels divisions operate in 
sectors which are vulnerable to volatile commodity 
prices both for fuel which depends on the world price 
of oil and for raw materials which are sourced globally 
and are subject to a high level of volatility depending 
on world supply and demand factors together with 
the impact of geo-political events and the impact 
of speculative funds flows. An inability to pass on 
increases in costs quickly could adversely affect 
the profitability of the Group.
The Group maintains close relationships with key 
suppliers enabling optimal negotiated prices and 
where appropriate implements purchasing framework 
agreements. The Feeds business utilises forward 
contracts for key raw materials to ensure that impact 
of volatility can be mitigated through committed 
prices and volumes.
Multiple sources of supply are maintained for all key 
raw materials. 
Infrastructure and 
IT systems
The Group’s networks and IT systems are core to the 
operational performance and financial information, 
together with efficient delivery of service to our 
customers. IT system failures or business interruption 
events could have a material impact on the Group’s 
ability to operate effectively.
The Group has both internal IT support teams 
together with close relationships with key software 
vendors and consultants. Significant investment 
has been made by the Group in upgrading and 
maintaining its core IT systems in each of the three 
operating divisions.
The Group’s operations expose it to a variety of financial risks: price risk; 
interest rate risk; credit risk; and liquidity risk. There is no significant 
foreign exchange risk in respect of the Group’s operations. 
Given the size of the Group, the Directors have not established a sub-committee of the Board 
to monitor financial risk management, but have established policies that are implemented and 
monitored by the Executive Directors. OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 21
Risk Impact and description Mitigating actions
Recruitment, 
retention and 
development of 
our key people
Recruiting and retaining the right people is crucial 
for the success of the Group and its development. 
The Group’s success depends on the performance, 
knowledge and experience of, management, executive 
officers and key employees. The Group must ensure 
that it attracts, integrates and retains the talent required 
to fulfil its strategy, growth and development. 
Remuneration policies are regularly reviewed to 
ensure employees are appropriately incentivised. 
Succession planning and development of key 
employees are also considered by the Board. 
The Remuneration Committee also ensures that it 
receives appropriate benchmark data which is used 
in the monitoring and formulation of remuneration 
policy for key employees and executives.
Operational 
gearing, key 
customer and 
supplier 
relationships, 
and financial 
resources
The Group is operationally geared and cash 
generation broadly follows the profitability of the 
Group. The impact of any change in key customers, 
customer service levels or supplier relationships 
could have an adverse impact on the ongoing 
profitability of the Group.
The Group works closely with suppliers 
and customers across the three operating 
divisions and where appropriate enters into 
long term agreements.
The Group has secured substantial long-term 
financing facilities which have been renegotiated 
to provide greater financial flexibility and to provide 
sufficient financial resources for its ongoing and 
development requirements.
Pension scheme 
volatility
Increases in the ongoing deficit associated with 
the Group’s defined benefit pension scheme would 
adversely impact on the strength of the Group’s 
balance sheet and could lead to an increase 
in cash contributions payable by the Group.
The defined benefits pension scheme has been 
closed to new entrants since 2002 and regular 
meetings are held with both the scheme's Trustees 
and professional advisers to monitor and review the 
investment policy, the Group’s funding requirements 
and any other available opportunities to mitigate 
this risk.
Climate – impact 
on earnings 
volatility
The demand for both the Fuels and Feeds divisions 
are impacted by climate conditions and the severity 
of winter conditions in particular which directly affects 
the demand for heating products. The inherent 
uncertainty regarding climatic conditions represents 
a risk of volatility in the profitability of the Fuels and 
Feeds divisions.
Whilst the Fuels division seeks to mitigate this risk 
through the provision of a range of fuels including 
transport fuels, there will always be volatility in the 
profitability of the Fuels division related to climate. 
The Feeds division seeks to mitigate the extent of 
climatic conditions on the profitability of the business 
through its concentration on the key dairy sector 
where there is a strong underlying demand.
Strategic growth 
and change 
management
A failure to identify, execute or integrate acquisitions, 
change management programmes or other growth 
opportunities could impact on the profitability and 
strategic development of the Group.
A major consolidation amongst competitors, 
new market entrant or other competitor activity 
could impact the Group’s profitability or 
development opportunities.
The Group management team are engaged in 
ongoing active review of competitor activity, 
development and acquisition opportunities. All 
potential acquisitions are subject to a review of their 
ability to generate a return on capital employed and 
their strategic fit with the Group. The Group conducts 
appropriate internal and external due diligence prior 
to completing any acquisition. CORPORATE GOVERNANCE
BOARD OF DIRECTORS AND COMPANY SECRETARY
Mark Hudson 67
Non-Executive Chairman of the Board
Joined the Board in 1985, became 
Chairman in 2006. An agricultural 
business adviser and dairy farmer. 
Past president of the CLA, past 
chairman of the Game and Wildlife 
Conservation Trust and member 
of council, Duchy of Lancaster.
Richard Whiting 50
Chief Executive
Joined in 2007. Previously group finance 
director of Heywood Williams Group plc, 
after joining as business development 
director from Brand-Rex Ltd, where 
he was managing director of the 
datacom division.
Brendon Banner 41
Finance Director
Joined as Finance Director in 2012. 
Previously group finance director of 
William Hare Group Limited, a structural 
steel engineering and fabrication group. 
Prior to joining William Hare Group 
Limited, Brendon held senior finance 
positions at Shop Direct Group.
Yvonne Monaghan 56
Non-Executive Director
Joined the Board in 2013. Currently 
group finance director of Johnson 
Service Group plc. A chartered 
accountant, qualifying with Deloitte 
Haskins & Sells in 1982.
Philip Acton 56
Non-Executive Director
Joined the Board in 2013, worked for 17 
years in agriculture as chief operating 
officer for Genus Europe and Asia and 
group finance director of Genus plc. Prior 
to that spent 10 years in the electrical 
engineering sector as group finance 
director of Scholes Group plc.
Rob Andrew 51
Company Secretary
Joined as Company Secretary in 2004. 
An experienced chartered secretary, 
previously assistant company secretary 
of Iceland Frozen Foods plc.
1
4
4 3
6 2
5
1
2
5
3
6 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 23
Keith Forster 54
Managing Director, Food
Appointed Managing Director of the 
Food division in November 2004, having 
joined the Group in 2001. Previously 
held senior positions in a number of 
distribution businesses.
Kevin Kennerley 60
Managing Director, Fuels
Appointed Managing Director of the Fuels 
division in November 1992, having joined 
the Group in 1978.
SENIOR MANAGEMENT AND ADVISERS
Registrars
Capita Asset Services
Northern House
Woodsome Park
Fenay Bridge
Huddersfield HD8 0GA
Auditors
PricewaterhouseCoopers LLP
101 Barbirolli Square
Lower Mosley Street
Manchester M2 3PW
Bankers
The Royal Bank of Scotland
Corporate Banking
6th Floor
1 Spinningfields Square
Manchester M3 3AP
Nominated adviser 
and broker
Peel Hunt LLP
Moor House
120 London Wall
London EC2Y 5ET
Solicitors
Brabners LLP
Horton House
Exchange Flags
Liverpool L2 3YL
Financial PR
Tavistock Communications Ltd
131 Finsbury Pavement
London EC2A 1NT
Registered office
NWF Group plc
Wardle
Nantwich
Cheshire CW5 6BP
Registered number
2264971 CORPORATE GOVERNANCE
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 24
CORPORATE GOVERNANCE STATEMENT
Board composition and operation
The Board currently comprises two 
Executive and three Non-Executive 
Directors. The roles of Chairman and 
Chief Executive are separated and clearly 
understood. The Chairman is responsible 
for the Board. The Chief Executive is 
responsible for the operating performance 
of the Group. A formal schedule of 
matters requiring Group Board approval 
is maintained, covering such areas as 
Group strategy, approval of budgets, 
financial results, Board appointments 
and dividend policy. The Board normally 
meets once a month and additional 
meetings are called when required. 
Comprehensive briefing papers are sent 
to all Directors prior to each scheduled 
Board meeting. Directors are able, 
if necessary, to take independent 
professional advice in the furtherance of 
their duties at the Company’s expense. 
Due to the infrequency of senior 
appointments, the Board does not 
maintain a standing Nomination Committee 
but will form one as appropriate if required. 
The current Chief Executive’s and Group 
Finance Director’s appointments were 
approved by the Board, after receiving 
a recommendation from a committee of 
the Board consisting of the Non-Executive 
Directors that was formed specifically for 
that purpose. The committee undertook a 
comprehensive recruitment process and 
was assisted by independent external 
recruitment consultants.
The Board regularly conducts an appraisal 
of its own performance and that of each 
Director consisting of individual assessments 
using prescribed questionnaires that are 
completed by all Directors. The results 
are reviewed and individual feedback 
given, by a Non-Executive Director in 
respect of assessments of the Chairman 
and by the Chairman in respect of 
assessments of each of the other 
Directors and of the Board as a whole. 
All Directors are subject to retirement 
by rotation in accordance with the 
Articles of Association.
The service contracts of Executive Directors 
require no more than one year’s notice.
Audit Committee 
The Audit Committee consists of all 
Non-Executive Directors. The Audit 
Committee met on two occasions during 
the year and all members attended.
The Audit Committee has terms of 
reference in place which have been 
formally approved by the Board and 
are made available at the AGM and 
on the Company’s website. Its primary 
responsibilities include reviewing the 
effectiveness of the Group’s internal 
control systems and monitoring 
the integrity of the Group’s financial 
statements and external announcements 
of the Group’s results.
CORPORATE GOVERNANCE 
STATEMENT
The Board is committed to achieving 
high standards of corporate 
governance, integrity and business 
ethics for all of the activities of the 
Group. Under the rules of AIM, the 
Group is not required to comply with 
the UK Corporate Governance Code 
2012 (‘the Code’). Nevertheless, the 
Board has taken steps to comply with 
the Code insofar as it can be applied 
practically and appropriately, given the 
size of the Group and the nature of its 
operations. The main ways in which it 
does this are described herein. 
The Board is committed to achieving high standards 
of corporate governance, integrity and business ethics.
Mark Hudson
Non-Executive Chairman of the Board OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 25
The Audit Committee also approves the 
appointment and remuneration of the 
Company’s external auditors and satisfies 
itself that they maintain their independence 
regardless of any non-audit work 
performed by them.
The respective responsibilities of 
the Directors and external auditors in 
connection with the financial statements 
are explained in the Statement of 
Directors’ Responsibilities on page 31 
and the Auditors’ Reports on pages 32 
and 66. Details of services provided 
by and fees payable to the auditors 
are shown in note 5 of the Group 
financial statements.
PricewaterhouseCoopers LLP have been 
the Company’s external auditors for many 
years. The Audit Committee considers 
that the relationship with the auditors is 
working well and remains satisfied with 
their effectiveness and independence. 
Accordingly, it has not considered it 
necessary to date to require the firm to 
re-tender for the audit work. The auditors 
are required to rotate the audit partner 
responsible for the Group and subsidiary 
audits every five years. Martin Heath, 
the current audit partner, was first 
appointed in respect of the financial 
year ended 31 May 2010 and as such 
he will be replaced after the year ended 
31 May 2014. There are no contractual 
obligations restricting the Company’s 
choice of auditors.
Remuneration Committee
The Remuneration Committee 
consists of all Non-Executive Directors. 
The Remuneration Committee met on 
a number of occasions during the year 
and all members attended. Its remit 
is to determine, on behalf of the Board, 
appropriate short and long-term total 
reward packages for the Executive 
Directors of the Group and its subsidiaries. 
The Remuneration Committee will also 
satisfy itself that good practices apply to 
all Group employees through the relevant 
management structures. Its terms of 
reference will be made available at the 
AGM and on the Company’s website.
Non-Executive Directors
The Non-Executive Directors have 
received appointment letters setting 
out their terms of appointment. All 
Non-Executive Directors are appointed 
for one year with renewal for further one 
year terms if performance is satisfactory. 
The Chairman has served for more than 
ten years on the Board, which does 
not comply with the Code’s definition 
of independence. However, the 
Board considers that the Chairman’s 
experience is invaluable to the Group. 
The Board considers that the other 
two Non-Executive Directors meet the 
independence tests. 
The appointment of new Non-Executive 
Directors to the Board is considered by 
the whole Board.
Internal control
The Board has overall responsibility 
for ensuring that the Group maintains 
a system of internal control, to provide 
it with reasonable assurance regarding 
the reliability of financial information that 
is used within the business and for 
publication and the safeguarding of 
assets. There are inherent limitations 
in any system of internal control and 
accordingly even the most effective 
system can provide only reasonable, 
and not absolute, assurance against 
material misstatement or loss. Some 
examples of internal controls operated 
by the Group are given below and 
elsewhere in this statement.
The Group’s organisational structure 
has clear lines of responsibility. 
Operating and financial responsibility 
for subsidiary companies is delegated 
to operational management. 
There is a comprehensive budgeting and 
financial reporting system which, as a 
matter of routine, compares actual results 
to the budgets approved by the Group 
Board. Management accounts are 
prepared for each subsidiary company 
and for the Group on a monthly basis. 
Significant variances from budget are 
thoroughly investigated. In addition, 
updated profitability forecasts are 
prepared to reflect actual performance 
and revised outlook as the year progresses.
Cash flow forecasts are prepared 
regularly, to ensure that the Group has 
adequate funds for the foreseeable future.
Investment policy, acquisition proposals 
and major capital expenditure projects 
are authorised and monitored by the 
Group Board.
The Group’s risk management programme, 
which assesses key risks and the required 
internal controls that are delegated to 
Directors and managers at all levels in 
the Group, is reviewed regularly in order 
to ensure that it continues to meet the 
Board’s requirements.
Shareholders
The Chairman and the Non-Executive 
Directors will always make themselves 
available to meet with shareholders. Each 
AGM is a particular opportunity for this. 
Normal relationships with shareholders 
are maintained by the Executive Directors 
who brief the Board on shareholder 
issues and who relate the views of the 
Group’s advisers to the Board.
Share capital structure
Details of the Company’s share capital 
can be found in the ‘Takeover Directive 
requirements’ section of the Directors’ 
Report and in note 21 of the Group 
financial statements. CORPORATE GOVERNANCE
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 26
DIRECTORS’ REMUNERATION REPORT
Remuneration policy
The Company’s remuneration principles 
are as follows. These have been taken 
from the Association of British Insurers’ 
(‘ABI’) ‘Principles of Remuneration’:
 » remuneration structures should be 
appropriate to the specific business, 
efficient and cost effective in delivery;
 » complexity is discouraged in favour 
of simple and understandable 
remuneration structures;
 » remuneration structures should seek 
to align executive and shareholder 
interests including through a 
meaningful level of personal 
shareholding;
 » remuneration structures should 
promote long-term focus through 
features such as deferral and 
measuring performance over 
the long term;
 » structures should include 
performance adjustments (malus) 
and/or clawback provisions;
 » pay should be aligned to the 
long-term sustainable success 
and the desired corporate culture 
throughout the organisation; and
 » the Remuneration Committee 
ensures that rewards properly 
reflect business performance.
Throughout the year, Deloitte LLP 
provided advice on executive 
remuneration including work around 
appropriate market positioning and the 
introduction of malus and clawback 
provisions into our incentive plan rules. 
DEAR SHAREHOLDER
I am pleased to present the Directors’ 
Remuneration Report for the year 
ended 31 May 2014. Given the recent 
introduction of new remuneration 
reporting regulations and subsequent 
increasing focus around the transparency 
of reporting on directors’ pay, this year 
we have restyled our report to provide 
more information.
Our performance in 2013/14
A positive result for the Group has 
been achieved by clear targeted 
actions by all three divisions, which 
have been delivered in line with our 
plans. The successful acquisition 
of S.C. Feeds Limited demonstrates 
the strategic intent of the Group.
Key pay out-turns for 2013/14
For 2013/14, the strong performance 
achieved against financial and operational 
targets resulted in 40% of the maximum 
annual bonus being paid.
Given our aggregate earnings per share 
(‘EPS’) performance of 33.5p over 
the three year performance period 
(calculated on a consistent basis as 
reported under IAS 19, as previously 
enacted), 42.6% of the LTIP awards 
granted in 2011, amounting to 91,722 
shares for the year ended 31 May 2014, 
will vest in August 2014. This award 
can be exercised in the year ending 
31 May 2015. 
Looking forward to 2014/15
During the year, a review of our 
remuneration framework was undertaken 
in conjunction with Deloitte LLP to ensure 
that it continues to support the evolving 
strategy of the Company and our growth 
ambitions over the coming years and 
is at the appropriate levels in the 
current marketplace. 
Following this review, we are making 
some changes to our two main incentive 
plans as set out below; further details 
on these are provided on page 27 of this 
report. The key reward schemes can be 
summarised as follows:
 » annual bonus – an annual bonus 
with performance criteria based 
upon a mixture of profit based and 
personal objectives as set by the 
Remuneration Committee; and 
 » Long-term Incentive Plans (‘LTIP’) – 
three year share-based payments 
with the performance criteria being 
based upon EPS growth over the 
term of the award.
I do hope that you find our revised 
format clearly explains our approach 
to remuneration and enables you to 
appreciate how it underpins our 
business growth strategy.
T P Acton
Chairman of Remuneration Committee
5 August 2014
All matters relating to remuneration of the Directors of the 
Group are determined by the Remuneration Committee 
which takes into account advice and external benchmark 
data to ensure individuals are appropriately remunerated 
for their contribution towards the Group achieving its 
strategic aims.
Philip Acton
Chairman of Remuneration Committee OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 27
2014/15 remuneration policy
The table below summarises the key features of our remuneration policy:
Element Policy
Base salary » Positioned competitively in line with the market.
 » For 2014/15, Directors’ salaries will be as follows:
 » Chief Executive £267,000; and
 » Finance Director £166,260.
Annual bonus » Maximum opportunity for Executive Directors is 100% of base salary.
 » Performance is measured over one financial year.
 » Weightings and targets are reviewed and set at the start of each financial year.
 » For 2014/15, 60% of the bonus will be based on profit before tax performance with the remaining 
40% based on the achievement of personal objectives.
 » Profit bonus has a minimum threshold set at 90% achievement of budget. Personal objectives 
bonus is restricted by 50% if profit target is not met.
 » Malus and clawback provisions will be operated for 2014/15 onwards. Such provisions will be 
applied in the case of:
 » a gross misstatement of the performance of the business;
 » gross misconduct; and
 » a miscalculation of the extent to which targets have been met.
Long-term Incentive Plan
1
 » Maximum opportunity for Executive Directors is 100% of base salary.
 » Performance is measured over 3 financial years.
 » For 2014/15, the award will be subject to EPS performance as follows:
 » 30% will vest for performance of RPI + 3% per annum; and
 » 100% will vest for performance of RPI + 10% per annum.
 » Malus and clawback provisions will be operated for 2014/15 onwards. Such provisions 
will be applied in the case of:
 » a gross misstatement of the performance of the business;
 » gross misconduct; and
 » a miscalculation of the extent to which targets have been met.
Pension » R A Whiting is entitled to receive pension contributions from the Company. 
 » He can elect for those contributions to be paid in the form of taxable pension allowance or direct 
payments into a defined contribution pension scheme. 
 » In addition to taxable pension allowances included above, the Group made total contributions of 
£24,000 in the year (2013: £77,000) directly into defined contribution pension schemes in respect 
of Directors, details of which are shown on page 28.
Benefits » The Executives are entitled to a standard director benefits package as well as participating in the 
Company’s Save As You Earn Plan.
1
 Outstanding awards are subject to performance measures based solely on EPS. CORPORATE GOVERNANCE
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 28
DIRECTORS’ REMUNERATION REPORT CONTINUED
Directors’ emoluments
Name of Director
Fees/basic
salary
£’000
Benefits
£’000
Bonus
£’000
LTIP
£’000
Pension
£’000
2014
total
£’000
2013
total
£’000
B J Banner 163 15 65 — 24 267 174
1
R A Whiting 261 30 104 143
2
74 612 789
3
Non-Executive
J K Acornley
4
15 — — — — 15 35
T P Acton
5
30 — — — — 30 —
M H Hudson 69 — — — — 69 66
Y M Monaghan
5
30 — — — — 30 —
D R Southworth
6
 33 — — — — 33 35
Aggregate emoluments 601 45 169 143 98 1,056 1,099
Notes 
1
 Part year only – joined in November 2012.
2
 Calculated as LTIP award for the three years ended 31 May 2014 (91,722 shares) at the mid-market share price on 31 May 2014 (£1.55).
3
 Includes LTIP award for the three years ended 31 May 2013 (173,950 shares) at the mid-market share price on 31 May 2013 (£1.18).
4
 Part year only – resigned 31 October 2013.
5
 Part year only – appointed 6 August 2013.
6
 Part year only – resigned 24 April 2014.
Performance Share Plan
The table below summarises the outstanding Performance Share Plan awards. All outstanding awards are based solely on NWF’s 
aggregate EPS performance after three financial years.
Name of Director Award date Share price
No. of
shares
vesting at
maximum
EPS for
maximum
vesting
No. of
shares
vesting at
threshold
EPS for
threshold
vesting
Performance
period
3 years to
B J Banner 6 August 2013 118.0p 103,602 52.60p
1
31,081 31.60p 31 May 2016
R A Whiting 14 August 2012 96.0p 266,667 35.77p
2
80,000 28.20p 31 May 2015
6 August 2013 118.0p 221,186 52.60p
1
66,356 31.60p 31 May 2016
Notes 
1
 Headline earnings per share (EPS).
2
 Basic earnings per share (EPS) calculated under the legacy IAS 19 pre-revision in 2014.
SAYE scheme share options
The Company operates an SAYE share option scheme for the Group’s eligible employees. The total number of SAYE options issued 
to Directors and outstanding at the year end, all of which have yet to vest, are shown:
Name of Director
At 1 June
2013
Number
Forfeited in
the year
Number
At 31 May
2014
Number
B J Banner — — —
R A Whiting 3,396 — 3,396
3,396 — 3,396 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 29
DIRECTORS’ REPORT
for the year ended 31 May 2014
The Directors present their report 
together with the audited financial 
statements of the Parent Company 
(‘the Company’) and the Group for 
the year ended 31 May 2014.
Business review and future 
developments
A review of the performance of the 
Group during the year, including principal 
risks and uncertainties, key performance 
indicators and comments on future 
developments, is given in the 
Strategic report.
Results and dividends
The Group recorded revenue in the year 
of £537.7 million (2013: £545.8 million) 
and profit after tax of £5.3 million 
(2013: £5.7 million).
The Directors recommend a final 
dividend for the year of 4.1p per share 
(2013: 3.8p) which, if approved at the 
Annual General Meeting (‘AGM’), will be 
payable on 5 December 2014. Together 
with the interim dividend paid during 
the year of 1.0p per share (2013: 1.0p), 
this will result in a total dividend of 5.1p 
per share (2013: 4.8p) amounting to 
£2.4 million (2013: £2.3 million).
Financial risk management
Information relating to the principal risks 
and uncertainties of the Group have been 
included within the Strategic report. Further 
information relating to the financial risks 
of the Group have been included within 
note 19, Financial instruments and 
risk management.
Directors and their interests
The Directors of the Company who 
were in office during the year and 
up to the date of signing the financial 
statements were:
J K Acornley (resigned 31 October 2013)
T P Acton (appointed 6 August 2013)
B J Banner 
M H Hudson 
Y M Monaghan (appointed 6 August 2013)
D R Southworth (resigned 24 April 2014)
R A Whiting
R A Whiting and M H Hudson retire by 
rotation at the forthcoming AGM and, 
being eligible, will submit themselves 
for re-election. 
The Directors who held office during 
the year and as at 31 May 2014 had the 
following interests in the ordinary shares 
of the Company:
Name of Director
31 May 2014
Number
J K Acornley 
(as at 31 October 2013) 10,000
T P Acton 10,000
B J Banner —
M H Hudson 602,600
Y M Monaghan 10,000
D R Southworth 
(as at 24 April 2014) 100,000
R A Whiting 307,371
In addition to the interests in ordinary 
shares shown above, the Group operates 
a performance share plan (‘the LTIP’) for 
senior executives, under which certain 
Directors have been granted conditional 
share awards. Subject to achieving 
performance targets, the maximum 
number of ordinary shares which could be 
issued to Directors in the future under such 
awards at 31 May 2014 is shown below:
Number
B J Banner 103,602
R A Whiting 579,575
Further information on the Directors’ 
interests in the LTIP conditional share 
awards can be found in the Directors’ 
Remuneration Report.
The Company also operates a Save As 
You Earn (‘SAYE’) share option scheme 
for the Group’s eligible employees. 
Details of SAYE share options issued to 
Directors, all of which had yet to vest at 
31 May 2014, are shown in the Directors’ 
Remuneration Report. 
The market price of the Company’s 
shares at the end of the financial year 
was 155.5p (31 May 2013: 118.0p) and 
the range of market prices during the 
year was between 115.0p and 160.0p.
No changes took place in the interests of 
Directors between 31 May 2014 and the 
date of signing the financial statements.
Further details on related party 
transactions with Directors are provided 
in note 27 of the Group financial statements.
Directors’ indemnities
The Company has made qualifying third 
party indemnity provisions for the benefit 
of the Directors, which were in force 
during the year and up to the date of 
this report.
Substantial shareholdings
As at 31 May 2014, the Company had 
been notified of the following interests 
in its issued ordinary share capital:
Percentage 
of voting 
rights
Number
of ordinary
shares
AO
fjarfestingarfelag ehf. 24.9 11,902,500
During the period from 31 May 2014 
to 5 August 2014, the Company did not 
receive notification of any change in 
the above substantial shareholding.  CORPORATE GOVERNANCE
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 30
DIRECTORS’ REPORT CONTINUED
for the year ended 31 May 2014
Employees
The Group systematically provides 
employees with information on matters of 
concern to them, consulting them or their 
representatives regularly, so that their 
views can be taken into account when 
making decisions that are likely to affect 
their interests. Employee involvement in 
the Group is encouraged, as achieving a 
common awareness on the part of all 
employees of the financial and economic 
factors affecting the Group plays a major 
role in its performance.
The Group recognises its responsibility 
to employ disabled persons in suitable 
employment and gives full and fair 
consideration to such persons, including 
any employee who becomes disabled, 
having regard to their particular aptitudes 
and abilities. Where practicable, disabled 
employees are treated equally with all 
other employees in respect of their 
eligibility for training, career development 
and promotion.
Takeover Directive requirements
The Company has one class of equity 
share, namely 25p ordinary shares. 
The shares have equal voting rights and 
there are no special rights or restrictions 
attaching to any of them or their transfer 
to other persons.
Rules governing the appointment and 
replacement of Directors, and those 
relating to the amendment of the 
Company’s Articles of Association, 
are contained within those Articles of 
Association, a copy of which is located on 
the Company’s website (www.nwf.co.uk).
Notice of Annual General Meeting
A Notice of AGM, with explanatory notes, 
accompanies these financial statements.
Disclosure of information to auditors
The Directors of the Company at the date 
of the approval of this report confirm that:
 » so far as each Director is aware, there 
is no relevant audit information of 
which the Company’s auditors are 
unaware; and
 » each Director has taken all the steps 
that they ought to have taken as a 
Director to make themselves aware 
of any relevant audit information 
and to establish that the Company’s 
auditors are aware of that information.
This confirmation is given and should be 
interpreted in accordance with the 
provisions of Section 418 of the 
Companies Act 2006.
Independent auditors
The auditors, PricewaterhouseCoopers LLP , 
have indicated their willingness to continue 
in office and a resolution concerning their 
reappointment will be proposed at the AGM.
By order of the Board
S R Andrew
Company Secretary
Wardle 
Nantwich 
Cheshire 
CW5 6BP
Registered number: 2264971
5 August 2014 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 31
The Directors are responsible for 
preparing the Annual Report and the 
financial statements in accordance with 
applicable law and regulations.
Company law requires the Directors 
to prepare financial statements for each 
financial year. Under that law the Directors 
have prepared the Group financial 
statements in accordance with International 
Financial Reporting Standards (‘IFRSs’) as 
adopted by the European Union, and the 
Parent Company financial statements in 
accordance with United Kingdom 
Generally Accepted Accounting Practice 
(United Kingdom Accounting Standards 
and applicable law). Under company law 
the Directors must not approve the 
financial statements unless they are 
satisfied that they give a true and fair view 
of the state of affairs of the Group and the 
Company and of the profit or loss of the 
Group for that period. In preparing these 
financial statements, the Directors are 
required to:
 » select suitable accounting policies 
and then apply them consistently;
 » make judgements and accounting 
estimates that are reasonable 
and prudent;
 » state whether IFRSs as adopted by 
the European Union and applicable 
UK accounting standards have been 
followed, subject to any material 
departures disclosed and explained 
in the Group and Parent Company 
financial statements respectively; and
 » prepare the financial statements 
on the going concern basis unless 
it is inappropriate to presume 
that the Company will continue 
in business.
The Directors are responsible for keeping 
adequate accounting records that are 
sufficient to show and explain the 
Company’s transactions and disclose 
with reasonable accuracy at any time the 
financial position of the Company and the 
Group and enable them to ensure that 
the financial statements comply with the 
Companies Act 2006. They are also 
responsible for safeguarding the assets 
of the Company and the Group and 
hence for taking reasonable steps for 
the prevention and detection of fraud 
and other irregularities.
The Directors are responsible for the 
maintenance and integrity of the Company’s 
website. Legislation in the United Kingdom 
governing the preparation and dissemination 
of financial statements may differ from 
legislation in other jurisdictions.
Each of the Directors confirms that 
to the best of their knowledge:
 » the Group financial statements, which 
have been prepared in accordance 
with IFRSs as adopted by the 
European Union, and the Company 
financial statements, which have been 
prepared in accordance with United 
Kingdom Generally Accepted 
Accounting Practice, give a true 
and fair view of the assets, liabilities, 
financial position and profit or loss 
of the Group and the Company; and
 » the Strategic report includes a fair 
review of the development and 
performance of the business and the 
position of the Group and the 
Company, together with a description 
of the principal risks and uncertainties 
that they face.
On behalf of the Board
S R Andrew
Company Secretary
Wardle
Nantwich
Cheshire
CW5 6BP
Registered number: 2264971
5 August 2014
STATEMENT OF DIRECTORS’ RESPONSIBILITIES FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 32
Report on the group 
financial statements
Our opinion
In our opinion the financial statements, 
defined below:
 » give a true and fair view of the state of 
the Group’s affairs as at 31 May 2014 
and its profit and cash flows for the 
year then ended;
 » have been properly prepared in 
accordance with International Financial 
Reporting Standards (‘IFRSs’) as 
adopted by the European Union; and
 » have been prepared in accordance 
with the requirements of the 
Companies Act 2006.
This opinion is to be read in the context of 
what we say in the remainder of this report.
What we have audited
The group financial statements (the 
“financial statements”), which are prepared 
by NWF Group plc, comprise:
 » Consolidated balance sheet as 
at 31 May 2014;
 » Consolidated income statement 
and Consolidated statement of 
comprehensive income for the year 
then ended;
 » Consolidated cash flow statement 
for the year then ended;
 » Consolidated statement of changes 
in equity for the year then ended; 
 » the notes to the financial statements, 
which include a summary of 
significant accounting policies and 
other explanatory information; and
 » that part of the Directors’ 
remuneration report which 
is classified as audited.
The financial reporting framework that 
has been applied in their preparation 
is applicable law and IFRSs as adopted 
by the European Union. 
In applying the financial reporting 
framework, the directors have made 
a number of subjective judgements, 
for example in respect of significant 
accounting estimates. In making such 
estimates, they have made assumptions 
and considered future events.
What an audit of financial 
statements involves
We conducted our audit in accordance with 
International Standards on Auditing (UK and 
Ireland) (‘ISAs (UK & Ireland)’). An audit 
involves obtaining evidence about the 
amounts and disclosures in the financial 
statements sufficient to give reasonable 
assurance that the financial statements are 
free from material misstatement, whether 
caused by fraud or error. This includes an 
assessment of: 
 » whether the accounting policies 
are appropriate to the group’s 
circumstances and have been 
consistently applied and 
adequately disclosed; 
 » the reasonableness of significant 
accounting estimates made by 
the directors; and
 » the overall presentation of the 
financial statements. 
In addition, we read all the financial and 
non-financial information in the Directors’ 
report and financial statements (the 
‘Annual Report’) to identify material 
inconsistencies with the audited financial 
statements and to identify any information 
that is apparently materially incorrect 
based on, or materially inconsistent with, 
the knowledge acquired by us in the 
course of performing the audit. If we 
become aware of any apparent material 
misstatements or inconsistencies we 
consider the implications for our report.
Opinion on other matter prescribed 
by the Companies Act 2006
In our opinion the information given in the 
Strategic report and the Directors’ report 
for the year ended 31 May 2014 and for 
the financial year for which the financial 
statements are prepared is consistent with 
the financial statements.
Other matters on which we are 
required to report by exception
Adequacy of information and 
explanations received
Under the Companies Act 2006 we are 
required to report to you if, in our opinion, 
we have not received all the information 
and explanations we require for our audit. 
We have no exceptions to report arising 
from this responsibility.
Directors’ remuneration
Under the Companies Act 2006 we 
are required to report to you if, in our 
opinion, certain disclosures of directors’ 
remuneration specified by law are not 
made. We have no exceptions to report 
arising from this responsibility. 
Responsibilities for the financial 
statements and the audit
Our responsibilities and those of 
the Directors
As explained more fully in the Statement 
of directors’ responsibilities set out on 
page 31, the directors are responsible for 
the preparation of the financial statements 
and for being satisfied that they give a true 
and fair view.
Our responsibility is to audit and express 
an opinion on the financial statements in 
accordance with applicable law and ISAs 
(UK & Ireland). Those standards require us 
to comply with the Auditing Practices 
Board’s Ethical Standards for Auditors.
This report, including the opinions, has been 
prepared for and only for the Company’s 
members as a body in accordance with 
Chapter 3 of Part 16 of the Companies Act 
2006 and for no other purpose. We do not, 
in giving these opinions, accept or assume 
responsibility for any other purpose or to any 
other person to whom this report is shown 
or into whose hands it may come save 
where expressly agreed by our prior 
consent in writing.
Other matter
We have reported separately on the parent 
company financial statements of NWF 
Group plc for the year ended 31 May 2014.
Martin Heath (Senior Statutory Auditor)
for and on behalf of 
PricewaterhouseCoopers LLP
Chartered Accountants and 
Statutory Auditors
Liverpool
5 August 2014
INDEPENDENT AUDITORS’ REPORT
to the members of NWF Group plc OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 33
CONSOLIDATED INCOME STATEMENT
for the year ended 31 May 2014
Note
2014
£m
(Restated*)
2013
£m
Revenue 3,4 537.7 545.8
Cost of sales (511.8) (518.2) 
Gross profit 25.9 27.6
Administrative expenses (17.4) (18.2) 
Operating profit 4 8.5 9.4
Finance costs 7 (1.6) (1.6) 
Profit before taxation and net finance cost in respect of defined benefit pension scheme 7.7 8.5
Net finance cost in respect of defined benefit pension scheme (0.8) (0.7)
Profit before taxation 5 6.9 7.8
Income tax expense 8 (1.6) (2.1) 
Profit for the year attributable to equity shareholders 5.3 5.7
Earnings per share (pence)
Basic 11 11.2 12.1
Diluted 11 11.1 12.0
Headline earnings per share (pence)
Basic 11 12.4 13.1
Diluted 11 12.4 13.0
The notes on pages 37 to 65 form part of these Group financial statements.
* The prior year income statement has been restated as a result of the change in accounting policy on adoption of IAS 19(R); see notes 2 and 30.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 May 2014
Note
2014
£m
(Restated)
2013
£m
Profit for the year attributable to equity shareholders 5.3 5.7
Items that will never be reclassified to profit or loss:  
Actuarial gain/(loss) on defined benefit pension scheme 22 1.2 (1.6) 
Tax on items that will never be reclassified to profit or loss 20 (0.2) 0.4 
Total comprehensive income for the year 6.3 4.5
The notes on pages 37 to 65 form part of these Group financial statements. FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 34
Note
2014
£m
(Restated)
2013
£m
Non-current assets
Property, plant and equipment 12 37.7 37.1
Intangible assets 13 16.3 11.7
Deferred income tax assets 20 3.6 4.4
57.6 53.2
Current assets
Inventories 14 3.8 3.8
Trade and other receivables 15 57.8 62.4
Cash and cash equivalents 16 — 0.1
Derivative financial instruments 19 0.2 0.6
61.8 66.9
Total assets 119.4 120.1
Current liabilities
Trade and other payables 17 (51.8) (57.0)
Current income tax liabilities (1.1) (1.3)
Borrowings 18 (0.1) (0.2)
Derivative financial instruments 19 (0.2) (0.6)
(53.2) (59.1)
Non-current liabilities
Borrowings 18 (11.6) (9.1)
Deferred income tax liabilities 20 (4.3) (4.9)
Retirement benefit obligations 22 (17.3) (18.8)
(33.2) (32.8)
Total liabilities (86.4) (91.9)
Net assets 33.0 28.2
Equity
Share capital 21 11.9 11.8
Other reserves 21.1 16.4
Total equity 33.0 28.2
The Group financial statements on pages 33 to 65 were approved by the Board of Directors on 5 August 2014 and were signed on 
its behalf by:
R A Whiting  B J Banner
Director   Director
The notes on pages 37 to 65 form part of these Group financial statements.
CONSOLIDATED BALANCE SHEET
as at 31 May 2014 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 35
Share
capital
£m
Share
premium
£m
Retained
earnings
£m
Total
equity
£m
Balance at 1 June 2012 11.8 — 13.9 25.7
Profit for the year (restated) — — 5.7 5.7
Items that will never be reclassified to profit or loss:
Actuarial loss on defined benefit pension scheme (note 22) (restated) — — (1.6) (1.6) 
Tax on items that will never be reclassified to profit or loss (note 20) (restated) — — 0.4 0.4 
Total comprehensive income for the year — — 4.5 4.5
Transactions with owners:
Dividends paid (note 10) — — (2.1) (2.1)
Issue of shares (note 21) — — (0.2) (0.2)
Credit to equity for equity-settled share-based payments (note 23) — — 0.3 0.3
— — (2.0) (2.0)
Balance at 31 May 2013 11.8 — 16.4 28.2
Profit for the year — — 5.3 5.3
Items that will never be reclassified to profit or loss:
Actuarial gain on defined benefit pension scheme (note 22) — — 1.2 1.2 
Tax on items that will never be reclassified to profit or loss (note 20) — — (0.2) (0.2) 
Total comprehensive income for the year — — 6.3 6.3
Transactions with owners:
Dividends paid (note 10) — — (2.3) (2.3)
Issue of shares (note 21) 0.1 0.5 (0.1) 0.5
Credit to equity for equity-settled share-based payments (note 23) — — 0.3 0.3
0.1 0.5 (2.1) (1.5)
Balance at 31 May 2014 11.9 0.5 20.6 33.0
The notes on pages 37 to 65 form part of these Group financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
as at 31 May 2014 FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 36
Note
2014
£m
2013
 £m
Net cash generated from operating activities 24 9.6 10.4
Cash flows from investing activities
Purchase of intangible assets 13 (0.9) (0.7) 
Purchase of property, plant and equipment 12 (2.6) (1.4) 
Proceeds on sale of property, plant and equipment 0.3 0.2
Acquisition of subsidiary – cash paid 9 (6.1) — 
Acquisition of subsidiary – bank overdraft acquired 9 (0.4) —
Net cash absorbed by investing activities (9.7) (1.9)
Cash flows from financing activities
Increase in/(repayment of) bank borrowings 2.5 (5.5)
Capital element of finance lease and hire purchase payments (0.2) (1.0)
Dividends paid (2.3) (2.1) 
Net cash absorbed by financing activities — (8.6) 
Net decrease in cash and cash equivalents 25 (0.1) (0.1)
The notes on pages 37 to 65 form part of these Group financial statements.
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 May 2014 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 37
1. General information
NWF Group plc (‘the Company’) is a public limited company incorporated and domiciled in the UK under the Companies Act 2006. 
The principal activities of NWF Group plc and its subsidiaries (together ‘the Group’) are the manufacture and sale of animal feeds, 
the sale and distribution of fuel oils and the warehousing and distribution of ambient groceries. Further information on the nature 
of the Group’s operations and principal activities are set out in note 4 of the Group financial statements.
The address of the Company’s 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.
The Group financial statements were authorised for issue by the Board of Directors on 5 August 2014.
2. Significant accounting policies
The Group’s principal accounting policies, all of which have been applied consistently to all of the years presented, are set out below.
Basis of preparation
The Group financial statements have been prepared in accordance with International Financial Reporting Standards as endorsed by 
the European Union (‘IFRS’), International Financial Reporting Standards Interpretation Committee (‘IFRS IC’) interpretations and those 
provisions of the Companies Act 2006 applicable to companies reporting under IFRS. The Group financial statements have been 
prepared on the going concern basis and on the historical cost convention modified for the revaluation of certain financial instruments.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates, which are 
outlined in the critical accounting estimates and judgements section of these accounting policies. It also requires management to 
exercise its judgement in the process of applying the Group’s accounting policies.
Headline profit before taxation and headline earnings
The Directors consider that headline profit before taxation and headline earnings per share measures, referred to in these Group 
financial statements, provide useful information for shareholders on underlying trends and performance. 
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. 
The calculations of basic and diluted headline earnings per share are shown in note 11 of the Group financial statements.
Adoption of new and revised standards
The following new EU-endorsed standards, amendments to standards and interpretations are mandatory for the first time for 
the financial year beginning 1 June 2013 and have had an impact on the amounts reported in these Group financial statements.
Amendments to IAS 1 ‘Presentation of Items of Other Comprehensive Income’
In accordance with the revised requirements of IAS 1, the Group has modified the presentation of items of other comprehensive 
income in the condensed consolidated statement of comprehensive income, to present separately items that would be reclassified 
to profit or loss in the future from those that would never be. The adoption of the amendments to IAS 1 has had no impact on 
reported profits, equity or cash flows of the Group.
IFRS 13 ‘Fair Value Measurement’
IFRS 13 establishes a single framework for measuring fair value and making disclosures about fair value measurement, when such 
measurements are required or permitted by other IFRSs. In particular, it unifies the definition of fair value as the price at which an 
orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date. 
It also replaces and expands the disclosure requirements about fair value measurements in other IFRSs, including IFRS 7 ‘Financial 
Instruments: Disclosures’. Accordingly, the Group has included additional disclosures in this regard (see note 19).
In accordance with the transitional provisions of IFRS 13, the Group has applied the new fair value measurement guidance 
prospectively and has not provided any comparative information for new disclosures in these financial statements.
The adoption of IFRS 13 has had no impact on the Group’s reported profits, net assets and shareholders’ equity.
NOTES TO THE GROUP FINANCIAL STATEMENTS
for the year ended 31 May 2014 FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 38
2. Significant accounting policies continued
Adoption of new and revised standards continued
Amendments to IAS 19 ‘Employee Benefits’ – change in accounting policy and restatement of prior year financial statements
The Group has adopted the requirements of the amendments to IAS 19 ‘Employee Benefits’ with effect from 1 June 2013. 
The adoption of these amendments has resulted in a change in accounting policy with respect to the basis for determining 
the long-term employee benefit cost related to the Group’s defined benefit pension scheme. 
Prior to the adoption of the amendments to IAS 19, the net pension finance cost or income in respect of defined benefit pension 
scheme was comprised of the expected return on scheme assets and the interest expense, as described below:
 » The expected return on scheme assets was determined at the start of the financial year by applying long-term rate of return 
assumptions to the scheme assets at the start of the year. Experience gains and losses, resulting from actual returns on 
scheme assets in the period being at variance with assumed returns, were reported as actuarial gains and losses. These 
actuarial gains and losses were taken directly to reserves, together with their tax effect. In addition, scheme expenses were 
charged to the income statement in the calculation of the net expected return on scheme assets.
 » The interest expense was determined by applying a discount rate to the gross pension obligation at the start of the year. 
The amendments to IAS 19 have replaced the above approach. The net pension finance cost is now determined by applying the 
discount rate, used to measure the defined benefit pension obligation at the beginning of the accounting year, to the net pension 
obligation at the beginning of the accounting year taking into account any changes in the net pension obligation during the period 
as a result of cash contributions and benefit payments. 
Further, pension scheme expenses previously charged to the expected return on scheme assets, within the net pension finance 
cost, are now charged to the income statement within administrative expenses, resulting in a reduction in reported operating profit.
The adoption of this new accounting policy has resulted in a small restatement of prior year financial statements for the year ended 
31 May 2013. 
This restatement relates to the amounts charged to the income statement in respect of defined benefit pension scheme costs and 
to the actuarial gains and losses taken directly to reserves, together with the related tax impact. The change in accounting policy 
has had no impact on the prior period valuation of the retirement benefit obligations reported in the balance sheet. See note 30 
for further details of the impact of this restatement of prior year financial statements.
The following new EU-endorsed standards, amendments to standards and interpretations are mandatory for the first time for 
the financial year beginning 1 June 2013, but have not had an impact on the amounts reported in the Group financial statements:
Amendment to IFRS 1 ‘First-time Adoption’ – government loans
Amendment to IFRS 1 ‘First-time Adoption’ – fixed dates and hyperinflation
Amendments to IFRS 7 ‘Financial Instruments: Disclosures’ – offsetting financial assets and financial liabilities
Amendments to IAS 12 ‘Income Taxes’
IFRIC 20   ‘Stripping Costs in the Production Phase of a Surface Mine’
Annual Improvements to IFRSs 2009 – 2011
In addition to the above, the following new EU-endorsed standards, amendments to standards and interpretations have been 
issued, but are not effective for the financial year beginning 1 June 2013 and have not been early adopted:
Effective for the Group for financial year beginning 1 June 2014:
IFRS 10   ‘Consolidated Financial Statements’ 
IFRS 11   ‘Joint Arrangements’
IFRS 12   ‘Disclosures of Interests in Other Entities’
IAS 27 (revised 2011) ‘Separate Financial Statements’
IAS 28 (revised 2011) ‘Associates and Joint Ventures’
IFRIC 21   ‘Levies’
Amendment to IAS 32 ‘Financial Instruments: Presentation’ – offsetting financial assets and financial liabilities
Amendments to IAS 36 ‘Impairment of Assets’ – fair value less costs of disposal
Amendment to IAS 39 ‘Financial Instruments: Recognition and Measurement’ – novation of derivatives and hedge accounting
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
for the year ended 31 May 2014 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 39
2. Significant accounting policies continued
Adoption of new and revised standards continued
Amendments to IFRS 10, 11 and 12 on transition guidance
Amendments to IFRS 10, IFRS 12 and IAS 27 for investment entities
Amendment to IAS 19 regarding defined benefit plan contributions
Annual Improvements 2012 and 2013
Effective for the Group in years subsequent to May 2015:
IFRS 14    ‘Regulatory Deferral Accounts’  
IFRS 15    ‘Revenue From Contracts With Customers’ 
IFRS 9    ‘Financial Instruments’ – classification and measurement
Amendment to IFRS 11  ‘Joint Arrangements’ – on acquisition of an interest in a joint operation
Amendment to IAS 16  ‘Property, Plant and Equipment’ – depreciation and amortisation
Amendment to IAS 38  ‘Intangible Assets’ – depreciation and amortisation
Amendments to IFRS 9 regarding general hedge accounting
The impact of these new standards and amendments will be assessed in detail prior to adoption; however at this stage 
the Directors do not anticipate them to have a material impact on the amounts reported in the Group financial statements.
Consolidation
The Group financial statements incorporate the financial statements of NWF Group plc (‘the Company’) and entities controlled by 
the Company (its ‘subsidiaries’) made up to 31 May each year. Control is achieved where the Company has the power to govern 
the financial and operating policies of an investee entity so as to obtain benefits from its activities.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from 
the date that control ceases.
The acquisition of subsidiaries is accounted for using the acquisition method. The consideration transferred for the acquisition 
of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. 
The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. 
Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed 
in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, 
the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate 
share of the acquiree’s net assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair 
value of any previous equity interest in the acquiree over the fair value of the Group’s share of the identifiable net assets acquired is 
recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, 
the difference is recognised directly in the income statement.
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised 
losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the 
policies adopted by the Group.
If the initial accounting for a business combination is incomplete by the end of the first reporting period in which the combination 
occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are 
adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to reflect new information 
obtained about facts and circumstances that existed at the date of acquisition that, if known, would have affected the amounts 
recognised as of that date.
The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts 
and circumstances that existed at the date of acquisition, and is subject to a maximum of one year. FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 40
2. Significant accounting policies continued
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary 
course of the Group’s activities. Revenue is shown net of value-added tax, estimated returns, rebates and discounts, and after 
eliminating sales within the Group. Specific types of revenue are recognised as follows:
Feeds and Fuels
Revenue from the sale of goods in each of these segments is recognised when they are delivered to the customer and title has 
passed. Revenue from sale of fuels includes fuel duty.
Food
Revenue from storage, distribution, handling and re-packaging of clients’ products is recognised when the relevant service has 
been performed.
Interest income
Interest income is recognised on a time proportion basis using the effective interest rate method.
Segment reporting
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and 
returns that are different from those of other business segments. A geographical segment is engaged in providing products and 
services within a particular economic environment that are subject to risks and returns which are different from those of segments 
operating in other economic environments. Segment reporting information is shown in note 4 of the Group financial statements.
Taxation
The income tax expense represents the sum of current and deferred income tax. Tax is recognised in the income statement, except 
to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case the tax is also 
recognised in other comprehensive income or directly in equity, respectively.
Current income tax is based on taxable profits for the year. Taxable profit differs from profit as reported in the income statement 
because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that 
are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or 
substantively enacted by the balance sheet date.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets 
and liabilities and their carrying amounts in the Group financial statements. However, deferred income tax is not accounted for if it 
arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the 
transaction affects neither accounting nor taxable profits or losses.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet 
date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which 
the temporary differences can be utilised.
Borrowing costs
Borrowing costs that are directly attributable to the construction of qualifying assets, which are assets that necessarily take a 
substantial period of time to get ready for their intended use, are added to the cost of those assets, until such time as the assets 
are substantially ready for their intended use. 
All other borrowing costs are recognised in the income statement in the period in which they are incurred.
Dividend distribution
The distribution of a dividend to the Company’s shareholders is recognised as a liability in the Group’s financial statements in the 
period in which it is approved by the Company’s shareholders.
Property, plant and equipment
Certain revalued freehold land and buildings are stated at deemed cost in accordance with the exemption on transition to IFRS 
permitted by IFRS 1. All other property, plant and equipment is stated at historical cost less accumulated depreciation. Historical 
cost includes expenditure that is directly related to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount, or recognised as a separate asset, as appropriate, only when it is 
probable that future economic benefits associated with the asset will flow to the Group, and the cost of the asset can be measured 
reliably. All other repairs and maintenance expenditure is charged to the income statement during the financial period in which it is incurred.
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
for the year ended 31 May 2014 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 41
2. Significant accounting policies continued
Property, plant and equipment continued
Land is not depreciated. Depreciation on other assets is calculated, using the straight-line method, to reduce their cost to their 
residual values over their useful economic lives, as follows:
Freehold and long leasehold buildings 10 – 50 years
Plant, machinery and equipment  3 – 10 years
Commercial vehicles   4 – 8 years
Motor vehicles    4 years
Residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount 
is written down immediately to its estimated recoverable amount, if the asset’s carrying amount is greater than its estimated 
recoverable amount.
Gains and losses on disposal are determined by comparing the proceeds of disposal with the carrying value and are recognised 
in the income statement.
Intangible assets
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the identifiable net assets 
of the acquired subsidiary at the date of acquisition. 
Goodwill on acquisitions of subsidiaries is included within intangible assets. Goodwill is tested annually for impairment and carried 
at cost less accumulated impairment losses. Impairment losses on goodwill are recognised immediately in the income statement 
and are not subsequently reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating 
to the entity sold.
Goodwill is allocated to each of the Group’s cash-generating units for the purpose of impairment testing. The allocation is made 
to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination 
in which they arose, identified according to operating segment.
Goodwill arising on acquisitions before the transition date to IFRS has been retained at the previous UK GAAP amount, subject 
to being tested for impairment at that date. Goodwill written off to reserves under UK GAAP prior to 1998 has not been reinstated 
and is not included in determining any subsequent profit or loss on disposal.
Brands
Separately acquired brands are shown at historical cost. Brands acquired in a business combination are recognised at fair value 
at the date of acquisition. Brands have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is 
calculated, using the straight-line method, to allocate the cost of brands over their estimated useful lives (10 – 20 years).
Computer software
Costs associated with maintaining computer software programs are recognised as an expense as incurred. Costs incurred to 
acquire computer software licences and directly attributable costs incurred to bring the software into use are capitalised. Directly 
attributable costs include software development employee costs. Capitalised computer software costs are amortised over their 
estimated useful lives on a straight-line basis (3 – 7 years).
Impairment of non-financial assets
Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for 
impairment. Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes 
in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised as the amount by 
which the asset’s carrying amount exceeds the recoverable amount. The recoverable amount is the higher of the asset’s fair value 
less costs to sell and its value in use. Non-financial assets, other than goodwill, that suffer an impairment are reviewed for possible 
reversal of the impairment at each reporting date.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first in first out (‘FIFO’) method. 
The cost of raw materials, consumables, finished goods and goods for resale comprises purchase cost and, in the case of finished 
goods, the cost of transporting the goods to their stock location.
Net realisable value comprises the estimated selling price in the ordinary course of business less applicable variable selling 
expenses. Provision is made for obsolete, slow-moving or defective items where appropriate. FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 42
2. Significant accounting policies continued
Trade and other receivables
Trade and other receivables are recognised initially at fair value less provision for impairment. Subsequent to initial recognition, 
receivables are measured at amortised cost, using the effective interest method.
A provision for impairment is established when there is objective evidence that the Group will not be able to collect all amounts 
due according to the original terms of the receivables. The amount of the provision is charged to the income statement within 
administrative expenses.
Derivative financial instruments and hedging activities
A derivative is initially recognised at fair value on the date that the associated contract is entered into and then is re-measured 
at fair value at each subsequent balance sheet date. 
The method of recognising the resulting gain or loss depends on whether or not the derivative is designated as a hedging 
instrument and, if so, the nature of the item being hedged. During the current and prior year, none of the Group’s derivative financial 
instruments have been designated as effective hedges. Changes in the fair value of derivative financial instruments that do not 
qualify for hedge accounting are recognised in the income statement as they arise.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are 
shown within borrowings in current liabilities on the balance sheet.
Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective 
interest method.
Bank borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated 
at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised 
in the income statement over the period of the borrowings, using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability 
for at least one year after the balance sheet date.
Retirement benefit costs
The Group operates various pension schemes, including defined contribution and defined benefit schemes.
For defined contribution schemes, the Group pays contributions to publicly or privately administered pension insurance schemes 
on a mandatory, contractual or voluntary basis. The contributions are recognised as an employee benefit expense in the income 
statement when they are due. 
The liability recognised in the balance sheet in respect of defined benefit schemes is the present value of the defined benefit 
obligation at the balance sheet date less the fair value of scheme assets, together with adjustments for unrecognised actuarial 
gains or losses and past service costs. The defined benefit obligation is calculated annually by independent actuaries using the 
Projected Unit Credit Method. The present value of the defined benefit obligation is determined by discounting the estimated future 
cash outflows using interest rates of high quality corporate bonds that are denominated in the currency in which the benefits will be 
paid and that have terms to maturity approximating to the terms of the related pension liability.
As noted above the Group has adopted the requirements of the amendments to IAS 19 ‘Employee Benefits’ with effect from 1 June 2013. 
In line with these requirements the net pension finance cost is determined by applying the discount rate, used to measure the 
defined benefit pension obligation at the beginning of the accounting period, to the net pension obligation at the beginning of the 
accounting period taking into account any changes in the net pension obligation during the period as a result of cash contributions 
and benefit payments. 
Further, pension scheme expenses previously charged to the expected return on scheme assets, within the net pension finance 
cost, are now charged to the income statement within administrative expenses, resulting a reduction in reported operating profit.
Actuarial gains and losses are recognised immediately in the statement of comprehensive income. Net defined benefit pension 
scheme deficits before tax relief are presented separately on the balance sheet within non-current liabilities. The attributable 
deferred income tax asset is included within the deferred income tax asset in the balance sheet and is subject to the recognition 
criteria as set out in the accounting policy on deferred income tax.
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
for the year ended 31 May 2014 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 43
2. Significant accounting policies continued
Share-based payments
In the year ended 31 May 2014, the Group operated two (2013: two) equity-settled share-based payment plans, details of which 
can be found in note 23 of the Group financial statements.
The fair value of the employee services received in exchange for the grant of share awards is recognised as an expense. Equity-settled 
share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. 
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the 
vesting period, based on the Group’s estimate of shares that will eventually vest and adjusted for the effect of non market-based 
vesting conditions.
Fair value is measured by the use of a Black Scholes model. The expected life used in the model has been adjusted, based 
on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
SAYE share options granted to employees are treated as cancelled when employees cease to contribute to the scheme. 
This results in an immediate accelerated recognition of the expenses that would have arisen over the remainder of the original 
vesting period.
Employer social security contributions payable in connection with the grant of share awards is considered an integral part of the 
grant itself and the charge is treated as a cash-settled transaction.
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable 
that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not 
recognised for future operating losses.
Leases and hire purchase agreements
Leases in which a significant proportion of the risks and rewards of ownership are retained by the lessor are classified as operating 
leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income 
statement on a straight-line basis over the period of the lease. Depreciation is provided at rates consistent with that for similar 
assets or over the term of the lease, where shorter than the useful economic life.
Other leases are classified as finance leases.
Assets and liabilities under finance leases and hire purchase agreements are recognised in the balance sheet at the inception of 
the agreement at amounts equal to their fair value or, if lower, the net present value of the minimum payments under the agreement. 
Depreciation on hire purchase and leased assets is provided at rates consistent with that for similar assets that are owned by the Group.
Subsequent to initial recognition, payments made are apportioned between the finance charge element and the reduction in the 
capital value of the outstanding liability. The finance charge is allocated to each period so as to produce a constant periodic rate 
of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity 
as a deduction, net of tax, from the proceeds of issue.
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 estimates and 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.
Estimated impairment of goodwill
The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated on page 41. 
The recoverable amounts of cash-generating units have been determined based on value in use calculations. These calculations 
require the use of estimates, both in arriving at expected future cash flows and a suitable discount rate in order to calculate the 
present value of these flows.
Estimated impairment of trade receivables
The Group regularly reviews the recoverability of trade receivables. A provision for impairment is made where the Group believes 
that it will not be able to collect amounts due according to the original terms of sale. Provisions for impairment are estimates of 
future events and are therefore uncertain.
Defined benefit pension schemes – 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. FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 44
2. Significant accounting policies continued
Critical accounting estimates and judgements continued
Estimated fair value of derivatives and other financial instruments
The Group has certain financial instruments (forward supply contracts) that are not in an active market and cannot be valued 
by reference to unadjusted quoted prices for identical instruments. The Group, therefore, uses its judgement to select valuation 
techniques and makes assumptions that are mainly based on observable market data in respect of equivalent instruments 
at the balance sheet date. Further details can be found in note 19 of the Group financial statements.
3. Revenue
An analysis of the Group’s revenue is as follows:
2014
£m
2013
£m 
Sale of goods 501.3 509.4
Rendering of services 36.4 36.4
537.7 545.8
4. 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 Feeds, Fuels and Food.
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 is summarised below:
 » Feeds – manufacture and sale of animal feeds and other agricultural products
 » Fuels – sale and distribution of domestic heating, industrial and road fuels
 » Food –  warehousing and distribution of clients’ ambient grocery and other products to supermarket and other retail 
distribution centres
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. 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 income tax assets and cash at bank and in hand. Segment liabilities exclude taxation, borrowings 
and retirement benefit obligations. Excluded items are part of the reconciliation to consolidated total assets and liabilities.
2014
Feeds
£m
Fuels
£m
Food
£m
Group
£m
Revenue 
Total revenue 161.0 346.9 37.0 544.9
Inter-segment revenue (0.3) (6.3) (0.6) (7.2)
Revenue 160.7 340.6 36.4 537.7
Result
Operating profit 3.3 3.2 2.0 8.5
Finance costs (note 7) (1.6)
Profit before taxation 6.9
Income tax expense (note 8) (1.6)
Profit for the year 5.3
Other information
Depreciation and amortisation 1.0 1.1 1.6 3.7
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
for the year ended 31 May 2014 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 45
4. Segment information continued
2014
Feeds
£m
Fuels
£m
Food
£m
Group
£m
Balance sheet
Assets
Segment assets 42.6 41.8 31.4 115.8
Deferred income tax assets (note 20) 3.6
Cash and cash equivalents —
Consolidated total assets 119.4
Liabilities
Segment liabilities (13.7) (34.3) (4.0) (52.0)
Current income tax liabilities (1.1)
Deferred income tax liabilities (note 20) (4.3)
Borrowings (note 18) (11.7)
Retirement benefit obligations (note 22) (17.3)
Consolidated total liabilities (86.4)
2013 (restated)
Feeds
£m
Fuels
£m
Food
£m
Group
£m
Revenue 
Total revenue 153.1 363.4 37.1 553.6
Inter-segment revenue — (7.1) (0.7) (7.8)
Revenue 153.1 356.3 36.4 545.8
Result
Operating profit 3.8 4.4 1.2 9.4
Finance costs (note 7) (1.6)
Profit before taxation 7.8
Income tax expense (note 8) (2.1)
Profit for the year 5.7
Other information
Depreciation and amortisation 0.8 1.2 1.6 3.6
2013 
Feeds
£m
Fuels
£m
Food
£m
Group
£m
Balance sheet
Assets
Segment assets 35.7 47.1 32.8 115.6
Deferred income tax assets (note 20) 4.4
Cash and cash equivalents 0.1
Consolidated total assets 120.1
Liabilities
Segment liabilities (15.5) (38.5) (3.6) (57.6)
Current income tax liabilities (1.3)
Deferred income tax liabilities (note 20) (4.9)
Borrowings (note 18) (9.3)
Retirement benefit obligations (note 22) (18.8)
Consolidated total liabilities (91.9) FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 46
5. Profit before taxation 
Profit before taxation is stated after charging:
2014
£m
2013
£m
Cost of inventories recognised as an expense (included in cost of sales) 471.5 490.5
Depreciation of property, plant and equipment (note 12) 3.2 3.0
Amortisation of other intangible assets (note 13) 0.5 0.6
Profit on disposal of property, plant and equipment — — 
Operating lease charges – land and buildings 0.6 0.6
Operating lease charges – other 3.3 3.5
Staff costs (note 6) 28.9 29.6
Services provided by the Company’s auditors
During the year, the Group obtained the following services from the Company’s auditors:
2014
£’000
2013
£’000
Fees payable to the Company’s auditors for the audit of the Company and consolidated annual 
financial statements
28 28
Fees payable to the Company’s auditors for other services:
– audit of the financial statements of the Company’s subsidiaries pursuant to legislation 89 74
– non-audit assurance services 22 —
Total auditors’ remuneration 139 102
6. Staff costs
The average monthly number of persons (including Directors) employed in the Group during the year was:
2014
Number
2013
Number
Feeds 171 162
Fuels 193 192
Food 432 490
Head Office 15 13
811 857
Staff costs for the aforementioned persons were:
2014
£m
(Restated)
2013
£m
Wages and salaries 25.1 25.8
Social security costs 2.6 2.5
Share-based payments (note 23) 0.3 0.3
Other pension costs (note 22) 0.9 1.0
28.9 29.6
In addition to the above staff costs, the Group incurred £3.4 million (2013: £2.3 million) in respect of costs of agency workers.
Other pension costs above are amounts charged to operating profit in respect of defined contribution and defined benefit 
pension schemes. They do not include amounts in respect of defined benefit pension schemes included in finance costs, 
amounts in respect of scheme expenses included in administrative costs and actuarial gains and losses included in the 
statement of comprehensive income. 
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
for the year ended 31 May 2014 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 47
7. Finance costs
2014
£m
(Restated)
2013
£m 
Interest on bank loans and overdrafts 0.8 0.8
Interest payable under hire purchase agreements — 0.1
Total interest expense 0.8 0.9
Net finance cost in respect of defined benefit pension schemes (note 22) 0.8 0.7
Total finance costs 1.6 1.6
No borrowing costs were capitalised in the year ended 31 May 2014 (2013: £Nil).
8. Income tax expense 
2014
£m
(Restated)
2013
£m 
Current tax
UK corporation tax on profits for the year 1.9 2.3
Adjustments in respect of prior years (0.1) (0.1)
Current tax expense 1.8 2.2
Deferred tax
Origination and reversal of temporary differences (0.1) (0.1)
Effect of decreased tax rate on opening balance (0.1) — 
Deferred tax credit (note 20) (0.2) (0.1)
Total income tax expense 1.6 2.1
During the year ended 31 May 2014, as a result of the reduction in the UK corporation tax rate from 23.0% to 21.0% from 1 April 2014, 
corporation tax has been calculated at an effective rate of 22.7% of estimated assessable profit for the year (2012: 23.8%).
A further reduction in the UK corporation tax rate to 20.0%, effective from 1 April 2015, has been substantively enacted into law. 
In the opinion of the Directors the relevant timing differences are expected to reverse after 1 April 2015, so relevant deferred tax 
balances have been re-measured and provided for based on a UK tax rate of 20.0%. 
If the relevant timing differences reverse before the 1.0% reduction in the corporation tax rate from 21.0% to 20.0%, effective from 
1 April 2015, the estimated impact on the Group balance sheet would be an increase in the deferred tax asset of £0.2 million, from 
£3.6 million to £3.8 million, and an increase in the deferred tax liability of £0.3 million, from £4.3 million to £4.6 million.
The tax charge for the year can be reconciled to the profit per the income statement as follows:
2014
£m
(Restated)
2013
£m 
Profit before taxation 6.9 7.8
Profit before taxation multiplied by the standard rate of UK corporation tax of 22.7% (2013: 23.8%) 1.6 1.9
Effects of:
– expenses not deductible for tax purposes 0.2 0.3
– adjustments in respect of prior years (0.1) (0.1)
– impact on deferred tax of reduction in the UK corporation tax rate (0.1) — 
Total income tax expense 1.6 2.1
The Directors expect that the Group will have a higher than standard tax charge in the future as a result of the level of the Group’s 
disallowable expenses and timing differences. FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 48
9. Business combinations
S.C. Feeds Limited
On 29 November 2013, the Group acquired 100% of the share capital of S.C. Feeds Limited, an agricultural ruminant feed business, 
for a total consideration of £6.7 million. Total consideration transferred comprises cash paid at the date of acquisition and equity 
consideration in the form of shares in NWF Group plc issued on 7 March 2014. The fair value of the 37 4,340 ordinary shares issued as part 
of the consideration paid for S.C. Feeds Limited was based on the average of the published share prices on 24, 26 and 28 February 2014. 
The acquisition terms include no contingent or deferred consideration arrangements.
Acquisition-related costs (included in administrative expenses) of £0.1 million have been charged to administrative expenses in the 
consolidated income statement.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below.
Book
value
£m 
Fair value
adjustment
£m 
Total
2014
£m 
Property, plant and equipment (note 12) 0.5 1.0 1.5
Identifiable intangible assets (note 13) — 0.1 0.1
Inventory 0.5 — 0.5
Trade and other receivables 1.9 — 1.9
Trade and other payables (1.4) — (1.4)
Deferred tax liability (note 20) (0.1) (0.1) (0.2)
Total identifiable assets 1.4 1.0 2.4
Property, plant and equipment acquired with S.C. Feeds Limited has been recognised at a fair value of £1.5 million following an 
external revaluation exercise completed using the depreciated replacement cost method. In addition, £0.1 million has been 
recognised in respect of the S.C. Feeds Limited brand as an intangible asset arising from the acquisition. 
2014
£m 
Goodwill (note 13) 4.1
Total consideration 6.7
Satisfied by:
Cash 6.1
Equity consideration (374,340 ordinary shares of NWF Group plc) 0.6
Total consideration transferred 6.7
Net cash outflow arising on acquisition:
Cash consideration and fees 6.1
Plus: bank overdraft acquired 0.4
6.5
Goodwill of £4.1 million arises from the acquisition and is attributable to the acquired strategic advantage and economies of scale 
expected from combining the operations of the Group and S.C. Feeds Limited. None of the goodwill recognised is expected to 
be deductible for income tax purposes.
The S.C. Feeds Limited business contributed revenue of £11.1 million and operating profit of £0.4 million to the Group’s results for 
the year ended 31 May 2014. If the business had been consolidated from 1 June 2013, the consolidated income statement for the 
year ended 31 May 2014 would include revenue of £19.8 million and operating profit of £0.8 million.
10. Equity dividends
2014
£m
2013
£m
Final dividend for the year ended 31 May 2013 of 3.8p (2012: 3.5p) per share 1.8 1.6
Interim dividend for the year ended 31 May 2014 of 1.0p (2013: 1.0p) per share 0.5 0.5
Amounts recognised as distributions to equity shareholders in the year 2.3 2.1
Proposed final dividend for the year ended 31 May 2014 of 4.1p (2013: 3.8p) per share 1.9 1.8
The proposed final dividend is subject to approval at the AGM on 25 September 2014 and has not been included as a liability 
in these Group financial statements.
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
for the year ended 31 May 2014 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 49
11. Earnings per share 
The calculation of basic and diluted earnings per share is based on the following data:
2014 
£m
(Restated)
2013 
£m 
Earnings
Earnings for the purposes of basic and diluted earnings per share being profit for the year attributable 
to equity shareholders (£m) 5.3 5.7
Number of shares
Weighted average number of shares for the purposes of basic earnings per share (000s) 47,489 47,277
Weighted average dilutive effect of share consideration (000s) 101 —
Weighted average dilutive effect of conditional share awards and SAYE share options (000s) 259 246
Weighted average number of shares for the purposes of diluted earnings per share (000s) 47,849 47,523
Earnings per ordinary share (p)
Basic earnings per ordinary share 11.2 12.1
Diluted earnings per ordinary share 11.1 12.0
Headline earnings per ordinary share (p) 
Basic headline earnings per ordinary share 12.4 13.1
Diluted headline earnings per ordinary share 12.4 13.0
The calculation of basic and diluted headline earnings per share is based on the following data:
2014
£m
(Restated)
2013
£m 
Profit for the year attributable to equity shareholders 5.3 5.7
Add back
Net finance cost in respect of defined benefit pension scheme 0.8 0.7
Tax effect of the above (0.2) (0.2)
Headline earnings 5.9 6.2
The denominators used to calculate both basic and headline earnings per share are the same as those shown above for both basic 
and diluted earnings per share. FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 50
12. Property, plant and equipment
Freehold
land and
buildings
£m
Long
leasehold
land and
buildings
£m 
Plant and
machinery
£m
Cars and
commercial
vehicles
£m
Total
£m
Cost
At 1 June 2012 32.7 1.1 18.9 8.1 60.8
Additions 0.1 0.1 1.1 0.1 1.4
Disposals — — (0.1) (0.6) (0.7) 
At 1 June 2013 32.8 1.2 19.9 7.6 61.5
Additions 0.3 — 1.6 0.7 2.6
Acquisition of subsidiary (note 9) — — 1.5 — 1.5 
Disposals — — (0.7) (0.7) (1.4)
At 31 May 2014 33.1 1.2 22.3 7.6 64.2 
Accumulated depreciation
At 1 June 2012 5.3 0.1 13.8 2.7 21.9
Charge for the year 0.7 0.1 1.2 1.0 3.0
Disposals — — — (0.5) (0.5) 
At 1 June 2013 6.0 0.2 15.0 3.2 24.4
Charge for the year 0.7 — 1.6 0.9 3.2
Disposals — — (0.6) (0.5) (1.1) 
At 31 May 2014 6.7 0.2 16.0 3.6 26.5
Carrying amount
At 31 May 2014 26.4 1.0 6.3 4.0 37.7
At 31 May 2013 26.8 1.0 4.9 4.4 37.1
The Group has pledged certain freehold land and buildings with a carrying value of £23.8 million (31 May 2013: £24.3 million) 
to secure banking facilities granted to the Group.
Included in plant and machinery and cars and commercial vehicles above are assets acquired under hire purchase agreements with 
a carrying value at 31 May 2014 of £Nil and £0.1 million (31 May 2013: £0.4 million and £0.6 million) respectively. The depreciation charges 
for the year ended 31 May 2014 relating to these assets were £Nil and £0. 1 million (2013: £0. 1 million and £0. 1 million) respectively.
13. Intangible assets
Goodwill
£m
Computer
software
£m
Brands
£m
Total
£m
Cost
At 1 June 2012 9.2 3.5 0.5 13.2
Additions — 0.7 — 0.7
At 1 June 2013 9.2 4.2 0.5 13.9
Additions — 0.9 — 0.9
Acquisition of subsidiary (note 9) 4.1 — 0.1 4.2
Disposals — — — —
At 31 May 2014 13.3 5.1 0.6 19.0
Accumulated amortisation
At 1 June 2012 0.6 0.9 0.1 1.6
Charge for the year — 0.5 0.1 0.6
At 1 June 2013 0.6 1.4 0.2 2.2
Charge for the year — 0.5 — 0.5
At 31 May 2014 0.6 1.9 0.2 2.7
Carrying amount
At 31 May 2014 12.7 3.2 0.4 16.3
At 31 May 2013 8.6 2.8 0.3 11.7
Amortisation or impairment charges have been charged to administrative expenses in the consolidated income statement.
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
for the year ended 31 May 2014 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 51
13. Intangible assets continued
Goodwill
Goodwill acquired is allocated, at acquisition, to cash-generating units (‘CGUs’) that are expected to benefit from that business 
combination. The carrying value of goodwill is allocated as follows:
2014
£m
2013
£m
Feeds 6.8 2.7
Fuels 5.9 5.9
12.7 8.6
The Group tests annually for impairment of goodwill. The recoverable amounts of CGUs are determined using value in use 
calculations. The value in use calculations use pre-tax cash flow projections based on management forecasts for the three years 
ending 31 May 2017. Subsequent cash flows are extrapolated using an estimated growth rate of 2.25%. 
The rate used to discount the projected cash flows, being a pre-tax risk-adjusted discount rate, is 9.0% (2013: 9.6%) for all 
business segments.
The value in use calculations described above, together with sensitivity analysis using reasonable assumptions, indicate ample 
headroom and therefore do not give rise to impairment concerns.
14. Inventories
2014
£m
2013
£m
Raw materials and consumables 2.3 2.3
Finished goods and goods for resale 1.5 1.5
3.8 3.8
15. Trade and other receivables 
2014
£m
2013
£m
Trade receivables 57.0 61.0
Less: provision for impairment (1.2) (1.5)
Trade receivables – net 55.8 59.5
VAT recoverable 0.4 0.9
Other receivables 0.3 0.4
Prepayments and accrued income 1.3 1.6
57.8 62.4
The fair value of trade and other receivables is equivalent to their carrying amount. Trade and other receivables are non interest 
bearing and are substantially denominated in Sterling. 
At 31 May 2014, trade receivables of £16.0 million (31 May 2013: £16.9 million) were past due but not impaired. These relate to 
a number of independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables 
is as follows: 
2014
£m
2013
£m
Up to 3 months 12.2 13.3
Over 3 months 3.8 3.6
16.0 16.9 FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 52
15. Trade and other receivables continued 
Movements on the Group provision for impairment of trade receivables are as follows:
2014
£m
2013
£m
At 1 June 1.5 1.1
Acquisition of subsidiary (note 9) — —
Provision for receivables impairment 0.3 0.9
Receivables written off in the year (0.6) (0.5) 
At 31 May 1.2 1.5
The creation and release of provisions for impaired receivables has been included in administrative expenses in the income statement.
The other classes of receivables do not contain impaired assets.
The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivable. 
16. Cash and cash equivalents
2014
£m
2013
£m
Cash at bank and in hand — 0.1
The fair value of cash and cash equivalents is equivalent to their carrying amount. 
17. Trade and other payables
2014
£m
2013
£m
Current
Trade payables 45.2 50.7
Social security and other taxes 1.0 1.0
Accruals and deferred income 5.6 5.3
51.8 57.0
The fair value of trade and other payables is equivalent to their carrying amount. 
18. Borrowings
2014
£m
2013
£m
Current
Obligations under hire purchase agreements 0.1 0.2
Non-current
Invoice discounting advances 11.6 9.1
Obligations under hire purchase agreements — —
11.6 9.1
Total borrowings 11.7 9.3
The Group’s banking facilities, provided by The Royal Bank of Scotland, were renewed and increased on 19 June 2014 and are 
committed until 31 October 2019. The renewed facilities of £65.0 million consist of revolving credit facilities of £10.0 million, invoice 
discounting facilities of £50.0 million, an overdraft facility of £1.0 million and bank guarantee facilities of £4.0 million. In addition there 
is also potential to increase the revolving credit facilities by £5.0 million and the invoice discounting facilities by £10.0 million to fund 
future developments. Interest is charged on the revolving credit facilities at a margin of between 1.60% and 1.85% above LIBOR, 
depending on the ratio of net debt to EBITDA, and the interest on the invoice discounting facilities is at a margin of 1.25% over 
the Bank of England base rate. These facilities are subject to quarterly covenant tests on interest cover and net debt to EBITDA. 
The covenants have been set at levels that provide sufficient headroom and flexibility for the Group until maturity of the facilities 
in October 2019.
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
for the year ended 31 May 2014 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 53
18. Borrowings continued
As at the year ended 31 May 2014 the Group had an agreement with The Royal Bank of Scotland Group for credit facilities totalling 
£55.0 million. These facilities were in place throughout the financial years ended 31 May 2013 and 31 May 2014. With the exception 
of the bank overdraft facility of £1.0 million, renewed annually, these facilities were committed through to 31 October 2015. Further 
information on these facilities, which existed at 31 May 2014 and 31 May 2013, is provided below.
Invoice discounting advances
Invoice discounting advances at 31 May 2014 were drawn under a committed facility with an expiry date of 31 October 2015 
(renewed terms to October 2019). The availability of invoice discounting facilities is dependent on the level of current trade 
receivables available for refinancing and is subject to a maximum drawdown of £44.0 million (renewed terms £50.0 million).
The facility is secured by way of a fixed and floating charge against the Group’s trade receivables. Interest is charged at 1.75% 
(renewed terms 1.25%) per annum above the bank’s base rate.
Invoice discounting advances have been classified according to the maturity date of the longest permitted refinancing. Accordingly, 
all of the invoice discounting advances at 31 May 2014, totalling £11.6 million (31 May 2013: £9.1 million), are presented within non-current 
liabilities. Without these committed facilities, all invoice discounting advances would have been classified as current liabilities.
The Group incurred non-utilisation fees on its committed invoice discounting facility. Under the renewed terms the Group will incur 
non-utilisation fees only in respect of committed and undrawn facilities of £20.0 million.
Revolving credit facility
At 31 May 2014, the Group has a revolving credit facility of £6.0 million (31 May 2013: £6.0 million) with an expiry date of 31 October 2015. 
Interest is charged on amounts drawn down at 2.0 – 2.5% per annum above LIBOR. 
Under the renewed terms the Group has a revolving credit facility of £10.0 million with an expiry date of October 2019. Interest 
will be charged on amounts drawn down at 1.6 – 1.85% per annum above LIBOR.
The amount drawn down under the revolving credit facility at 31 May 2014 is £Nil (31 May 2013: £Nil).
The Group incurs non-utilisation fees on its committed revolving credit facility.
Bank overdrafts
The Group’s net bank overdraft facility at 31 May 2014 is repayable on demand and is subject to a maximum limit of £1.0 million. 
None of the facility was utilised at 31 May 2014 (31 May 2013: £Nil). Interest is charged at 2.0 – 2.5% per annum over the bank’s 
base rate. 
Under the renewed terms interest will be charged at 1.5% per annum over the bank’s base rate.
Bank guarantee
At 31 May 2014, the Group has a bank guarantee agreement with The Royal Bank of Scotland Group, under which the bank 
provides a facility which allows the Group to request that the bank issue guarantees to third party suppliers for general business 
purposes. The maximum total facility value is £4.0 million. Commission is charged on the maximum total facility value of £4.0 million 
at 2.0 – 2.5% per annum. 
Under the renewed terms commission will be charged at 1.3%.
The bank facilities above are provided subject to compliance with standard bank covenants, including net debt/EBITDA and 
interest cover ratios.
Bank borrowings amounting to £11.6 million (31 May 2013: £9.1 million) are secured by way of unscheduled mortgage debentures 
provided by the Company and certain subsidiaries within the Group to The Royal Bank of Scotland Group which incorporate a fixed 
charge over their book debts and floating charges over all their other assets. 
All bank borrowings are denominated in Sterling and are repayable as follows:
2014
£m
2013
£m
Between 2 – 5 years 11.6 9.1 FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 54
18. Borrowings continued
Committed bank borrowing facilities by expiry date
The Group has a number of committed bank borrowing facilities which were partly drawn down at 31 May 2014, in respect of which 
all conditions precedent had been met at that date:
2014 2013
Facilities expiring
Facility
£m
 Amount
drawn
£m
Facility
£m
 Amount
drawn
£m
Within 1 year 1.0 — 1.0 —
Between 2 – 5 years 47.8 11.6 46.4 9.1
48.8 11.6 47.4 9.1
The availability of invoice discounting facilities included above, amounting to £41.8 million (31 May 2013: £40.4 million), is dependent 
on the level of current debt available for refinancing. 
The facilities above do not include the £4.0 million bank guarantee agreement facility.
Obligations under hire purchase agreements
Obligations under hire purchase agreements are repayable as follows:
Minimum payments Present value of payments
2014
£m
2013
£m 
2014
£m
2013
£m
Within 1 year 0.1 0.2 0.1 0.2
Less: future finance charges — — — —
Present value of obligations 0.1 0.2 0.1 0.2
Analysed as:
Amounts due for settlement within 12 months (shown as current liabilities) 0.1 0.2
Amounts due for settlement after 12 months — —
0.1 0.2
All hire purchase obligations are denominated in Sterling. 
19. Financial instruments and risk management
The Group’s financial instruments comprise cash, bank overdrafts, invoice discounting advances, obligations under hire purchase 
agreements, commodity derivatives and various items such as receivables and payables, which arise from its operations. All financial 
instruments in 2014 and 2013 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 subsequent to initial recognition at fair value.
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 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 as described overleaf (forward supply contracts) were classified as Level 2 
in the current and prior year. There were no transfers between levels in both the current and prior year.
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
for the year ended 31 May 2014 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 55
19. Financial instruments and risk management continued
Financial liabilities 
The book value, fair value and interest rate profile of the Group’s financial liabilities, other than non interest-bearing short-term trade 
and other payables, for which book value equates to fair value, were as follows:
At 31 May 2014
Total book
and fair
value
£m
Fixed
interest
rate
%
Financial liabilities carried at amortised cost:
Floating rate invoice discounting advances 11.6 —
Hire purchase obligations repayable within 1 year 0.1 2.43 – 7.92
11.7
Financial liabilities carried at fair value: derivatives 0.2 —
11.9 
At 31 May 2013
Total book
and fair
value
£m
Fixed
interest
rate
%
Financial liabilities carried at amortised cost:
Floating rate invoice discounting advances 9.1 —
Hire purchase obligations repayable within 1 year 0.2 2.43 – 7.92
9.3
Financial liabilities carried at fair value: derivatives 0.6 —
9.9 
Fair values of hire purchase obligations have been calculated by discounting at prevailing market rates.
Financial assets
The book value, fair value and interest rate profile of the Group’s financial assets, other than non interest-bearing short-term trade 
and other receivables, for which book value equates to fair value, were as follows:
At 31 May 2014
Total book
and fair
value
£m
Fixed
interest
rate
%
Financial assets carried at amortised cost: cash and cash equivalents — —
Financial assets carried at fair value: derivatives 0.2 —
0.2 
At 31 May 2013
Total book
and fair
value
£m
Fixed
interest
rate
%
Financial assets carried at amortised cost: cash and cash equivalents 0.1 —
Financial assets carried at fair value: derivative 0.6 —
0.7 
Financial risk management
The Group’s operations expose it to a variety of financial risks: price risk; interest rate risk; credit risk; and liquidity risk. Given the 
size of the Group, the Directors have not established a sub-committee of the Board to monitor financial risk management, but have 
established policies that are implemented and monitored by the Executive Directors.
Price risk
The Group is exposed to commodity price risk principally in respect of certain raw materials in its Feeds business and oil-related 
products in the Fuels business. 
The Feeds business enters into forward supply contracts in order to manage the impact of price movements on its gross margin. 
At 31 May 2014, the Group had open forward supply contracts with a principal value of £35.2 million (31 May 2013: £28.2 million). 
The fair value of forward supply contracts recognised in the balance sheet in accordance with IAS 39 ‘Financial Instruments: 
Recognition and Measurement’ is £Nil (31 May 2013: £Nil). 
The fair value of forward supply contracts is based on generally accepted valuation techniques using inputs from observable 
market data on equivalent instruments at the balance sheet date. The contracts are settled on a gross cash basis and are classified 
as current assets or liabilities, as all contractual cash flows fall due to be settled in less than one year. FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 56
19. Financial instruments and risk management continued
Financial risk management continued
Price risk continued
The Group has not designated any of these contracts as hedging instruments during the period under review. As a result, changes 
in the fair value of non-hedging forward supply contracts amounting to £0.1 million have been credited to the income statement in 
the year (2013: £0.2 million charge). 
The Fuels business’ oil-related products are subject to changes in the world commodity price for crude oil. However, the relatively 
low stockholding maintained and daily price monitoring systems used to determine selling prices enable the business to effectively 
manage the risk of gross margin erosion. Forward supply contracts are not utilised by this business.
The extent of these risks is regularly reviewed and assessed by the Executive Directors and reported back to the Board. This 
process is considered to be effective given the size and nature of the risks involved, but will be reviewed in the future should 
circumstances change.
Interest rate risk
The Group is exposed to interest rate risk due to its floating rate borrowings.
In prior years, the Group has used interest rate derivatives to manage its exposure to interest rate increases on its borrowings. 
At 31 May 2014 and 31 May 2013, the Group held no interest rate derivatives. 
The Directors review the interest rate hedging policy on at least an annual basis. The Group monitors its exposure to interest rate 
risk primarily through sensitivity analysis. On the basis of the Group’s analysis, it is estimated that a rise of one percentage point 
in interest rates on floating rate borrowings would have reduced 2014 profit before taxation by approximately £0.2 million 
(2013: £0.2 million).
Credit risk
Where appropriate, relevant credit checks are performed on potential customers before sales are made. The amount of exposure 
to any individual customer is controlled by means of a credit limit that is monitored regularly by management and, in the case of 
a financially material value, by the Executive Directors. In addition, the Fuels business maintains credit insurance for certain higher 
value accounts in order to manage the potential financial loss incurred on certain bad debts. 
Liquidity risk
The Group actively maintains a mixture of medium-term and short-term debt finance, which is designed to ensure that it has 
access to sufficient available funds for ongoing working capital needs as well as planned capital investment and expansion 
generally. The amount of debt finance required is reviewed at least annually by the Directors.
All of the Group’s financial instruments, with the exception of certain borrowings (see note 19), have a contractual maturity of less 
than one year, based on the earliest date on which the contractual cash flows are required to be settled.
Capital risk
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to 
provide returns to shareholders and benefits to other stakeholders, and to maintain an optimal capital structure to reduce the cost 
of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, 
return capital to shareholders, issue new shares or sell assets to reduce debt. 
The Group monitors capital risk on the basis of the net debt/EBITDA ratio. This ratio is calculated as net debt divided by earnings 
before interest, tax, depreciation and amortisation as shown below:
2014
(Restated)
2013
Borrowings (£m) (note 18) 11.7 9.3
Less: cash at bank and in hand (£m) — (0.1)
Net debt (£m) 11.7 9.2
EBITDA (£m) 12.2 13.0
Net debt/EBITDA ratio 1.0 0.7
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
for the year ended 31 May 2014 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 57
20. Deferred taxation 
The following are the principal categories of deferred tax assets and liabilities recognised by the Group and the movements thereon 
during the current and prior year:
(Asset)/liability
Accelerated
tax
depreciation
£m
Retirement
benefit
obligations
(restated)
£m
Other
£m
Total
 £m
At 1 June 2012 5.3 (4.2) (0.1) 1.0
(Credit)/charge to income statement (note 8) (0.4) 0.3 — (0.1)
Credit to equity — (0.4) — (0.4)
At 1 June 2013 4.9 (4.3) (0.1) 0.5
(Credit)/charge to income statement (note 8) (0.8) 0.6 — (0.2) 
Acquisition of subsidiary (note 9) 0.2 — — 0.2 
Charge to equity — 0.2 — 0.2
At 31 May 2014 4.3 (3.5) (0.1) 0.7
21. Share capital 
Number
of shares
(000s)
Total
£m
Authorised: ordinary shares of 25p each
Balance at 1 June 2012, 31 May 2013 and 31 May 2014 80,000 20.0
Number
of shares
(000s)
Total
£m
Allotted and fully paid: ordinary shares of 25p each
Balance at 1 June 2012 47,176 11.8
Issue of shares 128 —
Balance at 31 May 2013 47,304 11.8
Issue of shares (see below) 504 0.1
Balance at 31 May 2014 47,808 11.9
During the year ended 31 May 2014, 130,142 (2013: 127,517) shares with an aggregate nominal value of £32,536 (2013: £31,879) 
were issued for no consideration under the Group’s conditional Performance Share Plan and SAYE share option scheme.
In addition, during the year ended 31 May 2014, 374,340 (2013: Nil) shares with an aggregate nominal value of £93,585 (2013: £Nil) 
were issued as part of the consideration paid in the acquisition of S.C. Feeds Limited.
The maximum total number of ordinary shares, which may vest in the future in respect of conditional Performance Share Plan 
awards outstanding at 31 May 2014, amounted to 842,526 (31 May 2013: 826,364). These shares will only be issued subject to 
satisfying certain performance criteria (see Directors’ Remuneration Report and note 23).
The Company operates an SAYE share option scheme for the Group’s eligible employees. The total number of options outstanding 
at 31 May 2014 amounted to 529,565 (31 May 2013: 627,191) shares. These options have a vesting period of three years and can 
be exercised from 1 November 2014 for a period of six months at a price of £1.06 per share. See note 23 for further information on 
this option scheme.
22. Retirement benefit schemes 
Defined contribution schemes
The Group operates several defined contribution pension schemes for qualifying employees. The assets of the schemes are held 
separately from those of the Group in funds under the control of trustees. The total cost charged to the income statement of £0.4 million 
(2013: £0.4 million) represents the contributions payable to these schemes by the Group at the rates specified in the scheme rules. 
At 31 May 2014, contributions of £Nil (31 May 2013: £Nil) due in respect of the current reporting period had not been paid over 
to the schemes. FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 58
22. Retirement benefit schemes continued
Defined benefit schemes
The Group operates a defined benefit pension scheme providing benefits based on final pensionable earnings.
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. 
The latest full actuarial valuation of this scheme, completed in 2011, was carried out as at 31 December 2010 by a qualified actuary 
and has been updated on an approximate basis to 31 May 2014. The present value of the defined benefit obligation and the related 
current service cost were measured using the Projected Unit Credit Method. 
As a result of the full actuarial valuation at 31 December 2010 further contributions of £1.1 million per annum have been made from 
1 June 2012 in order to eliminate the deficit in the scheme by 31 December 2025. These contributions are in addition to the employer’s 
regular contributions based on pensionable salaries (approximately £0.8 million per annum). 
The average duration of the benefit obligation at the balance sheet date is 20 years. The defined benefit obligation includes benefits 
for current employees, former employees and current pensioners. Approximately 40% of the liabilities are attributable to current 
employees, 20% former employees and 40% to current pensioners.
The Group expects to make total contributions of £1.9 million to the enlarged scheme in the year ending 31 May 2015.
The scheme typically exposes the Group to actuarial risks such as investment risk, interest rate risk, longevity risk and salary risk, 
as described below:
 » Investment risk: The present value of the defined benefit scheme liability is calculated using a discount rate determined by 
reference to high quality corporate bond yields. If the return on plan assets is below this rate, it will create a scheme deficit. 
Currently, the scheme has a relatively balanced investment in equities, bonds, property, cash and diversified growth funds. Due to 
the long-term nature of scheme liabilities, the trustees of the pension fund consider it appropriate that a reasonable portion of the 
scheme assets should be invested in equities, property and diversified growth funds to leverage the return generated by the fund.
 » Interest rate risk: A decrease in the bond interest rate will increase the scheme liability but this will be partially offset by an 
increase in the return on the scheme’s bond investments.
 » Longevity risk: The present value of the defined benefit scheme liability is calculated by reference to the best estimate of the 
mortality of the scheme participants both during and after their employment. An increase in the life expectancy of the scheme 
participants will increase the scheme’s liability.
 » Salary risk: The present value of the defined benefit scheme liability is calculated by reference to the future salaries of scheme 
participants. As such, an increase in the salary of the scheme participants will increase the scheme’s liability.
The risk relating to benefits to be paid to dependents of scheme members is re-insured by an external insurance company. 
No other post-retirement benefits are provided to these employees.
The principal actuarial assumptions as at the balance sheet date, used for the purposes of the actuarial valuations, were as follows:
2014
%
2013
%
Discount rate 4.40 4.30
Future salary increases 2.00 3.40
RPI inflation 3.35 3.40
CPI inflation 2.35 2.40
Pension increases in payment (LPI5%) 3.35 3.40
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
for the year ended 31 May 2014 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 59
22. Retirement benefit schemes continued
Defined benefit schemes continued
NWF Group Benefits Scheme continued
The mortality assumptions adopted imply the following life expectancies:
2014
Years
2013
Years
Current pensioners – male life expectancy at age 65 22.1 22.1
Future pensioners currently aged 45 – male life expectancy at age 65 23.5 23.4
The 2014 and 2013 mortality assumptions above are based on S1PA YoB CMI 2010 1% long-term trend tables.
The amounts recognised in the balance sheet in respect of the defined benefit scheme are as follows:
2014
£m
2013
£m
Present value of defined benefit obligations (48.6) (49.9)
Fair value of scheme assets 31.3 31.1
Deficit in the scheme recognised as a liability in the balance sheet (17.3) (18.8)
Related deferred tax asset (note 20) 3.5 4.3
Net pension liability (13.8) (14.5)
Amounts recognised in the income statement in respect of the defined benefit scheme are as follows:
2014
£m
(Restated*)
2013
£m
Current service cost 0.6 0.7
Administrative expenses 0.3 0.3
Net interest on the defined benefit liability 0.8 0.7
Total cost recognised in the income statement 1.7 1.7
* See notes 2 and 30.
Gains and losses arising from the re-measurement of the net defined benefit liability have been reported in the statement of 
comprehensive income, as shown below:
2014
£m
(Restated*)
2013
£m
Actuarial (loss)/gain on plan assets (0.7) 2.2
Actuarial gain/(loss) arising from changes in financial assumptions 1.9 (3.8)
Re-measurement gain/(loss) 1.2 (1.6)
* See notes 2 and 30.
Changes in the present value of the defined benefit obligation are as follows:
2014
£m
(Restated*)
2013
£m
At 1 June 49.9 44.6
Current service cost 0.6 0.7
Interest cost 2.1 2.0
Re-measurement (gains)/losses:
– actuarial (gain)/loss arising from changes in financial assumptions (1.9) 3.9
Contributions by scheme members 0.2 0.2
Benefits paid (2.3) (1.5)
At 31 May 48.6 49.9 FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 60
22. Retirement benefit schemes continued
Defined benefit schemes continued
NWF Group Benefits Scheme continued
Changes in the fair value of scheme assets are as follows:
2014
£m
(Restated*)
2013
£m
At 1 June 31.1 27.3
Interest income 1.3 1.3
Re-measurement (losses)/gains: 
– actuarial (losses)/gains on plan assets (0.7) 2.2
Contributions by employer 1.9 1.8
Contributions by scheme members 0.2 0.2
Expenses (0.3) (0.3)
Benefits paid (2.2) (1.4)
At 31 May 31.3 31.1
The major categories and fair values of scheme assets at the balance sheet date are as follows:
Fair value of assets
2014
£m
(Restated*)
2013
£m
Equities 6.7 6.2
Corporate bonds 6.6 6.5
Index-linked government bonds 0.9 3.0
Liability-driven investment fund 2.8 —
Property 0.9 1.7
Diversified growth fund 13.3 13.4
Cash 0.1 0.3
Total 31.3 31.1
None of the fair values of the assets shown above include any of the Group’s own financial instruments or any property used by the 
Group at the balance sheet date.
The actual return on scheme assets was a gain of £0.4 million (2013: £3.2 million).
Asset-liability matching reviews of the NWF Group Benefits Scheme are performed regularly. The results of reviews are used to 
assist the trustees and the Group to determine the optimal long-term asset allocation with regard to the structure of the liabilities of 
the scheme. They are also used to assist the trustees in managing the underlying volatility inherent in investment performance and 
the risk of a significant increase in the scheme deficit, by providing information used to determine the scheme’s investment strategy.
The main strategic choices that are formulated in an actuarial and technical policy document of the fund are described below:
 » asset mix based on 20% equity investments, bond allocation 30%, diversified growth fund 40%, property and alternative assets 10%;
 » it is the policy of the fund to cover its exposure to the interest rate risk of the defined benefit liability by the use of bond 
investments only. The fund has not used interest rate derivatives to hedge its exposure to interest rate risk in the current 
and prior year; 
 » inflation risk is mitigated by the use of liability-driven investment (‘LDI’) funds. LDI funds are derivative-based investments that 
give leveraged exposures to the bond markets. Within the 30% bond allocation, there is a 10% LDI fund allocation which affords 
approximately 30% exposure to changes in inflation;
 » consideration has been given to using LDI funds to give improved leveraged protection against changes in interest rates. 
However, the current policy is to use LDI funds to hedge inflation risk only, given that the majority of the scheme’s liabilities 
are inflation linked;
 » the fund does not have a material foreign exchange exposure and does not, therefore, use foreign exchange derivatives 
to hedge its foreign exchange risk; and
 » the only active management is within the diversified growth fund, bond investments, property and alternative assets. All equity 
investments are passively managed.
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
for the year ended 31 May 2014 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 61
22. Retirement benefit schemes continued
Defined benefit schemes continued
NWF Group Benefits Scheme continued
Virtually all equity and bonds have quoted prices in active markets. 
There has been no change in the processes used by the Group to manage its risks from the prior year.
There have not been any material amendments, curtailments or settlements during the year.
Significant actuarial assumptions for the determination of the defined benefit liability are discount rate, future salary increases, price 
inflation and mortality. The sensitivity analyses shown below have been determined based on reasonably possible changes of the 
respective assumptions occurring at the end of the balance sheet dates, while holding all other assumptions constant.
Impact on defined benefit obligation
Increase
£m
Decrease
£m
0.25% change in discount rate (2.1) 2.2
0.25% change in salary increases 0.5 (0.5)
0.25% change in RPI inflation 1.4 (1.3)
The 0.25% change in the RPI inflation rate sensitivities does not make any allowance for the change in salary growth assumption, 
although it does allow for a move in the CPI inflation assumption.
23. Share-based payments
In the year ended 31 May 2014, the Group operated two (2013: two) equity-settled share-based payment plans as described below.
The Group recognised total expenses of £0.3 million in respect of equity-settled share-based payment transactions in the year 
ended 31 May 2014 (2013: £0.3 million).
The Performance Share Plan (‘LTIP’)
The Group operates a performance share plan for senior executives, further details of which can be found in the Directors’ 
Remuneration Report in the Group financial statements. Under the LTIP, the Group has made awards of conditional shares, which 
have yet to be exercised, to certain Directors and employees on 9 August 2011 (vesting date: 31 May 2014), 14 August 2012 
(vesting date: 31 May 2015) and 6 August 2013 (vesting date: 31 May 2016). The vesting of these conditional share awards 
is subject to the Group achieving absolute earnings per share targets.
Details of the maximum total number of ordinary shares, which may be issued in future periods in respect of conditional share 
awards outstanding at 31 May 2014 and 31 May 2013, are as follows:
2014
Number of
conditional
shares
2013
Number of
conditional
shares
At 1 June 826,364 1,144,323
Granted in the year 391,525 336,042
Lapsed/expired in the year (156,133) (153,612)
Forfeited in the year (103,038) (372,872)
Exercised in the year (116,192) (127,517)
At 31 May 842,526 826,364
The estimate of the fair value of the services received in return for the conditional share awards is measured based on a 
Black Scholes model. The aggregate of the estimated fair values of the awards at 31 May 2014 shown above is £0.9 million 
(31 May 2013: £0.8 million), before taking into account the likelihood of achieving non market-based performance conditions. 
For awards granted in the current and prior year, the inputs into the Black Scholes model are as follows:
2014 2013
Share price at grant date £1.24 £0.99
Exercise price Nil Nil
Expected volatility 22.1% 31.7%
Expected life 2.75 years 2.88 years
Expected dividend yield 4.22% 3.93%
Risk-free interest rate 0.73% 0.13%
Expected volatility was determined by calculating the historical volatility of the Group’s share price over the previous three years. 
The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, 
exercise restrictions and behavioural considerations. FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 62
23. Share-based payments continued
SAYE share option scheme
The Company operates an SAYE share option scheme for the Group’s eligible employees. Options vest on completion of a three year 
savings contract ending on 1 November 2014 (the vesting period) and can be exercised for a period of six months from this date for 
an exercise price of £1.06 per share. The exercise price represents a 10% discount to the quoted market price of the Company’s 
ordinary shares at 12 September 2011 (the date of invitation to join the scheme). 
Options are forfeited if an employee leaves the employment of the Group. Options are cancelled when an employee ceases to save 
under, and therefore cancels participation in, the scheme but remains in the employment of the Group.
The Company has no legal or constructive obligation to repurchase or settle the options for cash.
Movements in the number of options outstanding in the year ended 31 May 2014 and 31 May 2013 are as follows:
2014
Number of
share options 
2013
Number of
share options
At 1 June 627,191 775,925
Forfeited in the year (56,000) (38,031)
Exercised in the year (13,950) —
Cancelled in the year (27,676) (110,703)
At 31 May 529,565 627,191
The estimate of the fair value of the services received in return for the share options is measured based on a Black Scholes model. 
The estimated fair value of the options at 31 May 2014 is £0.2 million (31 May 2013: £0.2 million), before taking into account the 
likelihood of achieving non market-based performance conditions. 
The inputs into the Black Scholes model are as follows:
Share price at grant date £1.21
Exercise price £1.06
Expected volatility 51.4%
Expected life 3.33 years
Expected dividend yield 3.73%
Risk-free interest rate 1.03%
Expected volatility was determined by calculating the historical volatility of the Group’s share price over the previous 3.33 years. 
The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, 
exercise restrictions and behavioural considerations.
24. Net cash generated from operating activities
2014
£m
(Restated)
2013
£m
Operating profit 8.5 9.4
Adjustments for:
Depreciation of property, plant and equipment 3.2 3.0
Amortisation of other intangible assets 0.5 0.6
Share-based payment expense 0.3 0.3
Issue of shares (0.1) (0.2)
Difference between pension charge and cash contributions (0.9) (0.9)
Operating cash flows before movements in working capital 11.5 12.2
Movements in working capital:
Decrease/(increase) in inventories 0.5 (0.3) 
Decrease/(increase) in receivables 6.5 (6.0) 
(Decrease)/increase in payables (5.9) 6.7
Net cash generated from operations 12.6 12.6
Interest paid (0.7) (0.8)
Income tax paid (2.3) (1.4)
Net cash generated from operating activities 9.6 10.4
 
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
for the year ended 31 May 2014 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 63
25. Analysis of cash and cash equivalents and reconciliation to net debt
1 June
2013
£m
Cash flow
£m
Acquisition of
subsidiary
(note 9)
£m
Other
non-cash
movements
£m
31 May
2014
£m
Cash and cash equivalents (note 16) 0.1 6.4 (6.5) — —
Debt due after 1 year (9.1) (2.5) — — (11.6)
Hire purchase obligations due within 1 year (0.2) 0.2 — (0.1) (0.1)
Total Group (9.2) 4.1 (6.5) (0.1) (11.7)
26. Operating lease commitments
At the balance sheet date, the Group has commitments for future minimum lease payments under non-cancellable operating 
leases, which fall due as follows:
Land and
buildings
2014
£m
Land and
buildings
2013
£m
Other
2014
£m
Other
2013
£m
Within 1 year 0.1 0.7 3.0 2.7
Within 2 – 5 years inclusive 0.3 0.4 6.5 7.0
After 5 years 0.3 0.3 — 0.1
0.7 1.4 9.5 9.8
The Group leases various land and buildings on short-term operating lease agreements. The leases have varying terms, escalation 
clauses and renewal rights.
The Group also leases various cars and commercial vehicles and plant and equipment under operating leases. Leases are 
negotiated for an average term of five years and rentals are fixed for an average of five years.
27. Related party transactions
Key management compensation
The remuneration of key management personnel of the Group, who are the Executive and Non-Executive Directors of the Company, 
the Executive Directors of its subsidiaries and certain key managers of the Group, is set out below in aggregate for each of the 
categories specified in IAS 24 ‘Related Party Disclosures’:
2014
£m
2013
£m
Short-term employee benefits 3.0 2.8
Post-employment benefits 0.1 0.1
Termination benefits 0.3 —
Share-based payments 0.1 0.2
3.5 3.1
Further information on remuneration of Directors can be found in the Directors’ Remuneration Report. 
Directors’ transactions
M H Hudson purchased, in the normal course of business and under normal terms and conditions, goods to the value of £7,688 
as a customer of the Group in the year ended 31 May 2014 (2013: £12,721). At 31 May 2014, the amount outstanding was £1,153 
(31 May 2013: £621). During the year, the highest amount outstanding totalled £2,095 (2013: £2,531).
R A Whiting purchased, in the normal course of business and under normal terms and conditions, goods to the value of £3,254 
as a customer of the Group in the year ended 31 May 2014 (2013: £3,620). At 31 May 2014, the amount outstanding was £630 
(31 May 2013: £1,294). During the year, the highest amount outstanding totalled £1,151 (2013: £1,544).
T P Acton purchased, in the normal course of business and under normal terms and conditions, goods to the value of £4,419 
as a customer of the Group in the year ended 31 May 2014. At 31 May 2014, the amount outstanding was £698. During the year, 
the highest amount outstanding totalled £881. FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 64
28. Commitments for capital expenditure
2014
£m
2013
£m
Authorised, contracted but not provided for 1.9 0.6
29. Contingent liabilities 
The Group’s bank facilities are provided under an arrangement with The Royal Bank of Scotland Group. The Group has pledged 
security in favour of the bank over certain freehold land and buildings with a carrying value at 31 May 2014 of £23.8 million 
(31 May 2013: £24.3 million). Unscheduled mortgage debentures have also been provided by the Company and certain subsidiaries 
to the bank which incorporate a fixed charge over trade receivables and floating charges over all other assets.
The Group has an arrangement with the bank under which cash balances are offset against borrowings. The Company has 
given a guarantee in respect of the net bank borrowings within the Group under this arrangement amounting to £11.6 million 
at 31 May 2014 (31 May 2013: £9.1 million).
The Group has a bank guarantee agreement with The Royal Bank of Scotland Group, under which the bank provides a facility 
which allows the Group to request that the bank issue guarantees to third party suppliers for general business purposes. The 
maximum total facility value is £4.0 million. Commission was charged on the total facility utilisation of £4.0 million at 2.0 – 2.5% per 
annum (under the renewed terms the margin will be 1.3% per annum). At 31 May 2014, upon the request of the Group, the bank 
has issued a guarantee with a value of £4.0 million (31 May 2013: £4.0 million) to a third party supplier of a subsidiary company.
The Company and certain subsidiaries have granted a fixed and floating charge in favour of the trustees of a defined benefit 
pension scheme (the NWF Group Benefits Scheme). This security, which is subordinated to the bank, creates a fixed charge over 
certain freehold land and buildings, subject to a maximum value of £5.0 million (31 May 2013: £5.0 million), and a floating charge 
over all other assets.
The Company has also given certain guarantees to third parties in respect of operating lease and supply agreement commitments 
due from various subsidiary companies.
30. Restatement of prior year financial statements
As described in note 2, the adoption of the amendments to IAS 19 ‘Employee Benefits’ with effect from 1 June 2013 has resulted 
in the restatement of financial statements for year ended 31 May 2013, as shown below:
Consolidated income statement  
As
previously
reported
IAS 19 (R)
adjustments
Restated
£m
Revenue 545.8 — 545.8
Cost of sales (518.2) — (518.2) 
Gross profit 27.6 — 27.6
Administrative expenses (17.9) (0.3) (18.2) 
Operating profit 9.7 (0.3) 9.4
Finance costs (1.3) (0.3) (1.6) 
Profit before taxation and net finance cost in respect of defined benefit pension scheme 8.8 (0.3) 8.5
Net finance cost in respect of defined benefit pension scheme (0.4) (0.3) (0.7)
Profit before taxation 8.4 (0.6) 7.8
Income tax expense (2.2) 0.1 (2.1) 
Profit for the year attributable to equity shareholders 6.2 (0.5) 5.7
Earnings per share (pence)
Basic 13.1 12.1
Diluted 13.0 12.0
Headline earnings per share (pence)
Basic 14.2 13.1
Diluted 14.1 13.0
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
for the year ended 31 May 2014 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 65
30. Restatement of prior year financial statements continued
Statement of comprehensive income
As
previously
reported
IAS 19 (R)
adjustments
Restated
£m
Profit for the year attributable to equity shareholders 6.2 (0.5) 5.7
Items that will never be reclassified to profit or loss:  
Actuarial loss on defined benefit pension scheme (2.2) 0.6 (1.6) 
Tax on items that will never be reclassified to profit or loss 0.5 (0.1) 0.4 
Total comprehensive income for the year 4.5 — 4.5
Consolidated cash flow statement 
As
previously
reported
IAS 19 (R)
adjustments
Restated
£m
Operating profit 9.7 (0.3) 9.4
Adjustments for:
Depreciation of property, plant and equipment 3.0 — 3.0
Amortisation of other intangible assets 0.6 — 0.6
Share-based payment expense 0.3 — 0.3
Issue of shares (0.2) — (0.2)
Difference between pension charge and cash contributions (1.2) 0.3 (0.9)
Operating cash flows before movements in working capital 12.2 — 12.2
The change in accounting policy has had no impact on the prior period valuations of the retirement benefit obligations reported 
in the balance sheet. Consequently, the change has had no impact on net assets and total shareholders’ equity reported in the 
consolidated balance sheet as at 31 May 2013. FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 66
Report on the Parent Company 
financial statements 
Our opinion
In our opinion the financial statements, 
defined below:
 » give a true and fair view of the state 
of the parent company’s affairs as at 
31 May 2014;
 » have been properly prepared in 
accordance with United Kingdom 
Generally Accepted Accounting 
Practice; and
 » have been prepared in accordance 
with the requirements of the 
Companies Act 2006.
This opinion is to be read in the context 
of what we say in the remainder of 
this report.
What we have audited
The parent company financial statements 
(the “financial statements”), which are 
prepared by NWF Group plc, comprise:
 » Parent company balance sheet 
as at 31 May 2014; 
 » Reconciliation of movement in equity 
shareholders’ funds for the year then 
ended; and
 » the notes to the financial statements, 
which include a summary of significant 
accounting policies and other 
explanatory information.
The financial reporting framework that 
has been applied in their preparation 
is applicable law and United Kingdom 
Accounting Standards (United Kingdom 
Generally Accepted Accounting Practice).
In applying the financial reporting 
framework, the directors have made 
a number of subjective judgements, 
for example in respect of significant 
accounting estimates. In making such 
estimates, they have made assumptions 
and considered future events.
What an audit of financial 
statements involves
We conducted our audit in accordance 
with International Standards on Auditing 
(UK and Ireland) (‘ISAs (UK & Ireland)’). 
An audit involves obtaining evidence 
about the amounts and disclosures in 
the financial statements sufficient to give 
reasonable assurance that the financial 
statements are free from material 
misstatement, whether caused by fraud 
or error. This includes an assessment of: 
 » whether the accounting policies 
are appropriate to the parent 
company’s circumstances and 
have been consistently applied 
and adequately disclosed; 
 » the reasonableness of significant 
accounting estimates made by the 
directors; and 
 » the overall presentation of the 
financial statements. 
In addition, we read all the financial 
and non-financial information in the 
Directors’ report and financial statements 
(the “Annual Report”) to identify material 
inconsistencies with the audited financial 
statements and to identify any information 
that is apparently materially incorrect 
based on, or materially inconsistent with, 
the knowledge acquired by us in the 
course of performing the audit. If we 
become aware of any apparent material 
misstatements or inconsistencies we 
consider the implications for our report.
Opinion on other matter prescribed 
by the Companies Act 2006 
In our opinion the information given in the 
Strategic report and the Directors’ report 
for the year ended 31 May 2014 for the 
financial year for which the financial 
statements are prepared is consistent 
with the financial statements.
Other matters on which we are 
required to report by exception 
Adequacy of accounting records and 
information and explanations received
Under the Companies Act 2006 we are 
required to report to you if, in our opinion:
 » we have not received all the 
information and explanations 
we require for our audit; or
 » adequate accounting records 
have not been kept by the parent 
company, or returns adequate for 
our audit have not been received 
from branches not visited by us; or
 » the financial statements are not in 
agreement with the accounting 
records and returns.
We have no exceptions to report arising 
from this responsibility.
Directors’ remuneration
Under the Companies Act 2006 we 
are required to report to you if, in our 
opinion, certain disclosures of directors’ 
remuneration specified by law are not 
made. We have no exceptions to report 
arising from this responsibility. 
Responsibilities for the financial 
statements and the audit
Our responsibilities and those 
of the directors
As explained more fully in the Statement 
of directors’ responsibilities set out on 
page 31, the directors are responsible 
for the preparation of the financial 
statements and for being satisfied that 
they give a true and fair view.
Our responsibility is to audit and express 
an opinion on the financial statements in 
accordance with applicable law and ISAs 
(UK & Ireland). Those standards require 
us to comply with the Auditing Practices 
Board’s Ethical Standards for Auditors.
This report, including the opinions, 
has been prepared for and only for 
the company’s members as a body in 
accordance with Chapter 3 of Part 16 
of the Companies Act 2006 and for no 
other purpose. We do not, in giving these 
opinions, accept or assume responsibility 
for any other purpose or to any other 
person to whom this report is shown 
or into whose hands it may come save 
where expressly agreed by our prior 
consent in writing.
Other matter
We have reported separately on the group 
financial statements of NWF group plc for 
the year ended 31 May 2014.
Martin Heath (Senior Statutory Auditor)
for and on behalf of 
PricewaterhouseCoopers LLP 
Chartered Accountants and Statutory 
Auditors
Liverpool
5 August 2014
INDEPENDENT AUDITORS’ REPORT
to the members of NWF Group plc OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 67
Note
2014
£m
2013
£m
Fixed assets
Tangible assets 3 24.1 24.6
Investments 4 1.4 1.4
25.5 26.0
Current assets
Debtors 5 8.4 2.3
Cash at bank and in hand 0.5 0.8
8.9 3.1
Creditors: amounts falling due within one year 6 (16.3) (11.8)
Net current liabilities (7.4) (8.7)
Total assets less current liabilities 18.1 17.3
Provisions for liabilities
Deferred taxation 7 (0.6) (0.7)
Net assets 17.5 16.6
Capital and reserves
Called up share capital 8 11.9 11.8
Other reserves 9 5.6 4.8
Total shareholders’ funds 10 17.5 16.6
The Parent Company financial statements on pages 67 to 72 were approved by the Board of Directors on 5 August 2014 and were 
signed on its behalf by:
R A Whiting  B J Banner 
Director   Director
The notes on pages 68 to 72 form part of these Parent Company financial statements.
PARENT COMPANY BALANCE SHEET
as at 31 May 2014 FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 68
1. Significant accounting policies
These financial statements are prepared on the going concern basis under the historical cost convention, modified by the revaluations 
of certain freehold land and buildings, and in accordance with the Companies Act 2006 and applicable Accounting Standards in the 
UK. The principal accounting policies, which have been applied consistently to all the years presented, are set out below.
Parent Company profit and loss account
The Company has not presented its own profit and loss account as permitted by Section 408 of the Companies Act 2006. The Company’s 
profit after taxation for the year was £2.4 million (2013: £1.6 million). There are no material differences between the profit after taxation in the 
current and prior year and its historical cost equivalent. Accordingly, no note of historical cost profits and losses has been presented.
Dividend distribution
The distribution of a dividend to the Company’s shareholders is recognised as a liability in the Company’s financial statements 
in the period in which it is approved by the Company’s shareholders.
Tangible fixed assets
Tangible fixed assets are stated at cost or valuation. Cost includes the original purchase price of the asset and the costs attributable to 
bringing the asset to its working condition for its intended use. In accordance with FRS 15, the book values of certain assets which 
were the subject of past revaluations have been retained. Depreciation is calculated to write off the cost or valuation of tangible 
fixed assets over their useful economic life on a straight-line basis as follows:
Freehold buildings  10 – 50 years
Plant and machinery 3 – 10 years
Freehold land is not depreciated. Assets under construction are not depreciated until they are put into use.
Borrowing costs that are directly attributable to the construction of qualifying assets are capitalised. 
Investment in subsidiary undertakings
Investments in Group undertakings are stated at cost, unless their value has been impaired in which case they are valued at the 
lower of their realisable value or value in use.
Deferred taxation
Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date 
where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have 
occurred at the balance sheet date.
Deferred tax assets are regarded as recoverable and recognised in the financial statements when, on the basis of available 
evidence, it is more likely than not that there will be suitable taxable profits from which the future reversal of the timing differences 
can be deducted. The recoverability of tax losses is assessed by reference to forecasts which have been prepared and approved 
by the Board. No timing differences are recognised in respect of revalued tangible fixed assets or fair value adjustments to acquired 
tangible fixed assets where there is no commitment to sell the asset. The deferred tax assets and liabilities are not discounted.
Provisions
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable 
that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not 
recognised for future operating losses.
Share-based payments
In the year ended 31 May 2014, the Company operated two (2013: two) equity-settled share-based payment plans. Equity-settled 
share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. 
The fair value determined at the grant date of equity-settled share-based payments issued to the Company’s employees is expensed 
on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted 
for the effect of non market-based vesting conditions.
The fair value determined at the grant date of equity-settled share-based payments issued to employees of subsidiary undertakings 
is recognised as an addition to the cost of investment in subsidiary undertakings on a straight-line basis over the vesting period, based 
on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.
Fair value is measured by the use of a Black Scholes model. The expected life used in the model has been adjusted, based on 
management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
SAYE share options granted to employees are treated as cancelled when employees cease to contribute to the scheme. This results 
in an immediate accelerated recognition of the expenses that would have arisen over the remainder of the original vesting period.
Employer social security contributions payable in connection with the grant of share awards is considered an integral part of the 
grant itself and the charge is treated as a cash-settled transaction.
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
for the year ended 31 May 2014 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 69
1. Significant accounting policies continued
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity 
as a deduction, net of tax, from the proceeds of issue.
2. Remuneration of Directors
Details of Directors’ remuneration are shown in the Directors’ Remuneration Report of the Group financial statements.
3. Tangible fixed assets
Freehold
land and
buildings
£m
Plant and
machinery
£m
Total
£m
Cost or valuation
At 1 June 2013 30.3 0.5 30.8
Additions 0.2 — 0.2
At 31 May 2014 30.5 0.5 31.0
Accumulated depreciation
At 1 June 2013 5.8 0.4 6.2
Charge for the year 0.7 — 0.7
At 31 May 2014 6.5 0.4 6.9
Carrying amount
At 31 May 2014 24.0 0.1 24.1
At 31 May 2013 24.5 0.1 24.6
The cost or valuation of freehold land and buildings at 31 May 2014 above includes £7.2 million (31 May 2013: £7.2 million) held at 
a valuation carried out in 1995. 
The historical cost amounts of the Company’s freehold land and buildings at 31 May 2014 are: £29.3 million (31 May 2013: 
£29.2 million) cost; £6.5 million (31 May 2013: £5.9 million) accumulated depreciation; and £22.8 million (31 May 2013: £23.3 million) 
net book value. 
4. Investments in subsidiary undertakings
£m
Cost and carrying amount
At 1 June 2013 1.4
Additions —
At 31 May 2014 1.4
The Directors believe that the carrying value of the investments is supported by their underlying net assets.
The Company directly owns the whole of the issued ordinary shares of the following subsidiary undertakings:
Company Business activity
NWF Agriculture Holdings Limited Holding company – Feed operations
NWF Distribution Holdings Limited Holding company – Food operations
NWF Fuels Holdings Limited Holding company – Fuel operations
Bassett Fuels Limited Dormant
Dragon Petroleum Limited Dormant
Figaro Number Two Limited Dormant
Lincolnshire Fuels Limited Dormant
North Western Farmers Limited Dormant
NWF Limited Dormant
All of the above companies are registered and operate in England and Wales.  FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 70
4. Investments in subsidiary undertakings continued
The Company also indirectly owns all of the issued ordinary shares of the following subsidiary undertakings:
Company Business activity
Boughey Distribution Limited Warehousing and food distribution
NWF Agriculture Limited Supplier of animal feedstuffs and seeds
S.C. Feeds Limited Supplier of animal feedstuffs and seeds
NWF Fuels Limited Fuel distribution
Evesons Fuels Limited Non-trading
Broadland Fuels Limited Dormant
Evesons (Worcestershire) Limited Dormant
Figaro Number One Limited Dormant
Fuel Oil Supply Co. Limited Dormant
J G W Thomas & Son Limited Dormant
Knutsford Domestic Fuel Oil Company Limited Dormant
Nutrition Express Limited Dormant
Swan Petroleum Limited Dormant
All of the above companies are registered and operate in England and Wales. 
5. Debtors
2014
£m
2013
£m
Amounts owed by Group undertakings 7.1 1.0
Prepayments and accrued income 0.3 0.3
Corporation tax recoverable 0.9 0.9
VAT recoverable 0.1 0.1
8.4 2.3
All of the amounts owed by Group undertakings shown above are repayable on demand. 
6. Creditors: amounts falling due within one year
2014
£m
2013
£m
Amounts owed to Group undertakings 14.1 9.3
Accruals and deferred income 1.8 2.4
Other Taxation and social security 0.4 0.1
16.3 11.8
The Company has a bank overdraft facility amounting to £1.0 million, none of which has been utilised at 31 May 2014 (31 May 2013: £Nil). 
This facility is secured by way of unscheduled mortgage debentures provided by the Company and certain subsidiaries within the Group to 
The Royal Bank of Scotland Group, which incorporate a fixed charge over trade receivables and floating charges over all their other assets. 
All of the amounts owed to Group undertakings shown above are repayable on demand. Included in these amounts is £6.3 million 
(31 May 2013: £7.7 million) which represents loans from Group undertakings. Interest has been charged on these Group loans 
in the year at 3.0% (2013: 3.0%) per annum. The remaining amounts are non interest-bearing trade balances.
7. Deferred taxation 
2014
£m
2013
£m
Accelerated capital allowances 0.7 0.8
Other timing differences (0.1) (0.1)
0.6 0.7
The movement on the deferred tax provision in the year was as follows:
Provision £m
At 1 June 2013 0.7
Credit to the profit and loss account (0.1)
At 31 May 2014 0.6
The potential amount of deferred tax on revalued land and buildings has not been recognised since it is the intention of the 
Directors to retain these properties in the business.
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
for the year ended 31 May 2014 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 71
8. Called up share capital 
Number
of shares
(000s)
Total
£m
Authorised: ordinary shares of 25p each
Balance at 1 June 2012, 31 May 2013 and 31 May 2014 80,000 20.0
Number
of shares
(000s)
Total
£m
Allotted and fully paid: ordinary shares of 25p each
Balance at 1 June 2012 47,176 11.8
Issue of shares 128 —
Balance at 31 May 2013 47,304 11.8
Issue of shares 504 0.1
Balance at 31 May 2014 47,808 11.9
During the year ended 31 May 2014, 130,142 (2013: 127,517) shares with an aggregate nominal value of £32,536 (2013: £31,879) 
were issued for no consideration under the Group’s conditional Performance Share Plan and SAYE share option scheme.
In addition, during the year ended 31 May 2014, 374,340 (2013: Nil) shares with an aggregate nominal value of £93,585 (2013: £Nil) 
were issued as part of the consideration paid in the acquisition of S.C. Feeds Limited.
The maximum total number of ordinary shares, which may vest in the future in respect of conditional Performance Share Plan 
awards outstanding at 31 May 2014, amounted to 842,526 (31 May 2013: 826,364). These shares will only be issued subject to 
satisfying certain performance criteria (see the Directors’ Remuneration Report and note 23 to the Group financial statements).
The Company operates an SAYE share option scheme for the Group’s eligible employees. The total number of options outstanding 
at 31 May 2014 amounted to 529,565 (31 May 2013: 627,191) shares. These options have a vesting period of three years and can 
be exercised from 1 November 2014 for a period of six months at a price of £1.06 per share. See note 23 of the Group financial 
statements for further information on this option scheme.
9. Other reserves
£m
At 1 June 2013 4.8
Profit for the financial year 2.4
Dividends paid (see below) (2.3)
Issue of shares (note 8) 0.4
Credit to equity for equity-settled share-based payments (note 12) 0.3
At 31 May 2014 5.6
Details of dividends paid in the year by the Company can be found in note 10 of the Group financial statements.
10. Reconciliation of movements in shareholders’ funds
2014
£m
2013
£m
Opening shareholders’ funds 16.6 16.9
Profit for the financial year 2.4 1.6
Dividends paid (2.3) (2.1)
Issue of shares (note 8) 0.5 (0.1)
Credit to equity for equity-settled share-based payments (note 12) 0.3 0.3
Closing shareholders’ funds 17.5 16.6
11. Related party transactions
The Company has taken advantage of the exemption included in FRS 8 ‘Related Party Disclosures’ to not disclose details of 
transactions with Group undertakings, on the grounds that it is the parent company of a group whose accounts are publicly available.
Directors’ transactions
M H Hudson purchased, in the normal course of business and under normal terms and conditions, goods to the value of £7,688 
as a customer of the Group in the year ended 31 May 2014 (2013: £12,721). At 31 May 2014, the amount outstanding was £1,153 
(31 May 2013: £621). During the year, the highest amount outstanding totalled £2,095 (2013: £2,531). FINANCIAL STATEMENTS
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 72
11. Related party transactions continued
Directors’ transactions continued
R A Whiting purchased, in the normal course of business and under normal terms and conditions, goods to the value of £3,254 
as a customer of the Group in the year ended 31 May 2014 (2013: £3,620). At 31 May 2014, the amount outstanding was £630 
(31 May 2013: £1,294). During the year, the highest amount outstanding totalled £1,151 (2013: £1,544).
T P Acton purchased, in the normal course of business and under normal terms and conditions, goods to the value of £4,419 
as a customer of the Group in the year ended 31 May 2014. At 31 May 2014, the amount outstanding was £698. During the year, 
the highest amount outstanding totalled £881.
Details of the Directors’ interests in the ordinary share capital of the Company are provided in the Directors’ Report. 
12. Share-based payments
The Performance Share Plan (‘the LTIP’)
The Company operates a performance share plan for senior executives, further details of which can be found in the Directors’ 
Remuneration Report in the Group financial statements.
Under the LTIP, the Company has made awards of conditional shares to certain Directors and employees, details of which can 
be found in note 23 of the Group financial statements. 
The Company recognised total expenses of £0.3 million in respect of the LTIP’s equity-settled share-based payment transactions 
in the year ended 31 May 2014 (2013: £0.3 million).
SAYE share option scheme
The Company operates an SAYE share option scheme for the Group’s eligible employees, further details of which can be found 
in note 23 of the Group financial statements.
The Company recognised total expenses of £Nil in respect of the SAYE scheme’s equity-settled share-based payment transactions 
with its own employees in the year ended 31 May 2014 (2013: £Nil).
In addition, the aggregate cost of SAYE scheme options granted to employees of the Company’s subsidiary undertakings of £0.2 million 
at 31 May 2014 (31 May 2013: £0.2 million) has been recognised by the Company as an addition to the cost of investment in 
subsidiary undertakings (see note 4).
13. Pensions 
The Company participates in the NWF Group Benefits Scheme, a pension arrangement providing benefits based on final 
pensionable pay, further details of which can be found in note 22 of the Group financial statements.
The Company is in practice unable to identify its share of the underlying assets and liabilities in the scheme on a consistent and 
reasonable basis and, following the adoption of FRS 17 ‘Retirement Benefits’, is treating the scheme as a defined contribution scheme. 
Contributions into the scheme and amounts charged to the profit and loss account during the year were £Nil (2013: £Nil). There 
were no outstanding or prepaid contributions at the balance sheet date (31 May 2013: £Nil).
The Company also operated a money purchase scheme during the year and contributions during the year amounted to £0.1 million 
(2013: £0.1 million). There were no outstanding or prepaid contributions at the balance sheet date (31 May 2013: £Nil).
14. Contingent liabilities 
The Company’s bank facilities are provided under an arrangement with The Royal Bank of Scotland Group. The Company has 
pledged security in favour of the bank over certain freehold land and buildings with a carrying value at 31 May 2014 of £23.8 million 
(31 May 2013: £24.3 million). An unscheduled mortgage debenture has also been provided by the Company to the bank which 
incorporates a floating charge over all other assets.
The Group has an arrangement with the bank under which cash balances are offset against borrowings. The Company has 
given a guarantee in respect of the net bank borrowings under this arrangement amounting to £11.6 million at 31 May 2014 
(31 May 2013: £9.1 million).
The Company has a bank guarantee agreement with The Royal Bank of Scotland Group, under which the bank provides a facility 
which allows the Company to request that the bank issue guarantees to third party suppliers for general business purposes. The 
maximum total facility value is £4.0 million. Commission is charged on the maximum total facility value of £4.0 million at 2.0 – 2.5% 
per annum (renewed terms 1.3%). At 31 May 2014, upon the request of the Company, the bank has issued a guarantee with a value 
of £4.0 million (31 May 2013: £4.0 million) to a third party supplier of a subsidiary company.
The Company has granted a fixed and floating charge in favour of the trustees of a defined benefit pension scheme (the NWF 
Group Benefits Scheme). This security, which is subordinated to the bank, creates a fixed charge over certain freehold land and 
buildings, subject to a maximum value of £5.0 million (31 May 2013: £5.0 million), and a floating charge over all other assets.
The Company has also given certain guarantees to third parties in respect of operating lease and supply agreement commitments 
due from various subsidiary companies.
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
for the year ended 31 May 2014 OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 73
Notice is hereby given that the Annual General Meeting (‘the Meeting’) of NWF Group plc (‘the Company’) will be held at The 
Wardle Suite, Rookery Hall Hotel, Worleston, Cheshire CW5 6DQ on Thursday 25 September 2014 at 10.30 a.m. to transact 
the following business:
Ordinary business
1.  To receive, adopt and approve the Company’s annual accounts for the financial year ended 31 May 2014 together with the 
Directors’ Report and Auditors’ Report on those accounts.
2. To declare a final dividend of 4.1p per share for the year ended 31 May 2014.
3.  To re-elect R A Whiting as a Director of the Company, who retires by rotation in accordance with the Articles of Association 
of the Company.
4.  To re-elect M H Hudson as a Director of the Company, who retires by rotation in accordance with the UK Corporate 
Governance Code, having served as a Non-Executive Director for longer than nine years.
5.  To reappoint PricewaterhouseCoopers LLP as auditors to hold office from the conclusion of the Meeting to the conclusion 
of the next Meeting at which accounts are laid before the Company at a remuneration to be determined by the Directors.
Special business
To consider and, if thought fit, pass the following resolutions, which will be proposed as to Resolution 6 as an Ordinary Resolution 
and as to Resolution 7 as a Special Resolution.
6.  That the Board of Directors of the Company (‘the Board’) be generally and unconditionally authorised to allot Relevant Securities 
(as hereinafter defined):
 6.1 up to an aggregate nominal amount of £3,989,370 (the equivalent of 15,957,480 ordinary shares); and
 6.2  comprising equity securities (as defined by Section 560 of the Companies Act 2006 (‘the Act’)) up to an aggregate nominal 
amount of £7,978,740 (the equivalent of 31,914,960 ordinary shares) (such amount to be reduced by the nominal amount of 
any Relevant Securities allotted under paragraph 6.1 above) in connection with an offer by way of a rights issue:
 (a) to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
 (b)  to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers 
necessary, but subject to such exclusions or other arrangements as the Board may deem necessary or expedient in 
relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any 
territory or the requirements of any regulatory body or stock exchange, 
  provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the date which is 15 months 
after the date of this Annual General Meeting or, if earlier, the date of the next Annual General Meeting of the Company save that 
the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be 
allotted and the Board may allot Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority 
conferred by this resolution has expired.
  This Resolution 6 revokes and replaces all unexercised authorities previously granted to the Board to allot Relevant Securities 
but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to 
such authorities.
 For the purposes of this Resolution 6, ‘Relevant Securities’ means:
 » shares in the Company other than shares allotted pursuant to:
 » an employee share scheme (as defined by Section 1166 of the Act);
 » a right to subscribe for shares in the Company where the grant of the right itself constituted a Relevant Security; 
 » a right to convert securities into shares in the Company where the grant of the right itself constituted a Relevant Security; or
 » any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or convert 
any security into shares allotted pursuant to an employee share scheme (as defined by Section 1166 of the Act). References 
to the allotment of Relevant Securities in this Resolution 6 include the grant of such rights.
NOTICE OF ANNUAL GENERAL MEETING SHAREHOLDER INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 74
Special business continued
7.  That, subject to the passing of Resolution 6 on page 73, the Board be and it is hereby empowered, pursuant to Section 570 of 
the Act, to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority conferred by Resolution 
6 on page 73 or by way of a sale of treasury shares as if Section 561 of the Act did not apply to any such allotment, provided 
that this power shall be limited to:
 7.1  the allotment of equity securities in connection with a rights issue or other pro rata offer in favour of holders of equity 
securities (but in the case of the authority granted under paragraph 6.2 of Resolution 6 on page 73, by way of a rights 
issue only) where the equity securities respectively attributable to the interests of all those persons at such record dates 
as the Board may determine are proportionate (as nearly as may be) to the respective numbers of equity securities held 
by them subject to such exclusions or other arrangements as the Board may consider necessary or expedient to deal 
with treasury shares, fractional entitlements, record dates, practical or legal difficulties under the laws of any territory 
or the requirements of any regulatory body or stock exchange or by virtue of equity securities being represented by 
depositary receipts or any other matter whatsoever; and
 7.2  the allotment (otherwise than pursuant to paragraph 7.1 above) of equity securities up to an aggregate nominal amount 
of £598,406, 
  and in each case shall expire upon the expiry of the general authority conferred by Resolution 6 on page 73, except that the 
Company may before such expiry make offers or agreements which would or might require equity securities to be allotted 
and/or shares held by the Company in treasury to be sold or transferred after such expiry and the Board may allot equity 
securities and/or sell or transfer shares held by the Company in treasury in pursuance of such offers or agreements as if the 
power conferred by this resolution had not expired.
NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING
These notes are important and require your immediate attention.
1.  A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint another person of his/her choice 
as that shareholder’s proxy to exercise all or any of that shareholder’s rights to attend and to speak and vote at the meeting 
on his/her behalf. A shareholder may appoint more than one proxy in relation to the Meeting, provided that each proxy is 
appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy does not need 
to be a shareholder of the Company.
2.  A form of proxy for use in connection with the Meeting is enclosed with the document of which this notice forms part. 
Completion and return of a form of proxy will not prevent a shareholder from attending and voting in person at the Meeting. 
Addresses (including electronic addresses) in this document are included strictly for the purposes specified and not for any 
other purpose.
3.  To appoint a proxy or proxies, shareholders must complete a form of proxy, sign it and return it, together with the power 
of attorney or any other authority under which it is signed, or a notarially certified copy of such authority, to the Company’s 
registrars, Capita Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, so that it is received 
no later than 10.30 a.m. on 23 September 2014.
4.  Only those members entered on the register of members of the Company at 6.00 p.m. on 23 September 2014 or, in the event 
that this meeting is adjourned, in the register of members as at 6.00 p.m. on the day two days before the date of any adjourned 
meeting, shall be entitled to attend and vote at the meeting in respect of the number of ordinary shares registered in their names 
at that time. Changes to the entries on the register of members after the close of business on 23 September 2014 or, in the 
event that this meeting is adjourned, in the register of members after the close of business on the day two days before the date 
of the adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting.
NOTICE OF ANNUAL GENERAL MEETING CONTINUED OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 75
5.  CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do 
so for the Annual General Meeting to be held at 10.30 a.m. on the 25 September 2014 and any adjournment(s) thereof by using 
the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those 
CREST members who have appointed a voting service provider, should refer to their CREST sponsors or voting service 
provider(s), who will be able to take the appropriate action on their behalf. 
  In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message 
(a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications 
and must contain the information required for such instructions, as described in the CREST Manual. The message must 
be transmitted so as to be received by the Company’s agent, Capita Asset Services (CREST Participant ID: RA10), no later 
than 48 hours before the time appointed for the Meeting. For this purpose, the time of receipt will be taken to be the time 
(as determined by the time stamp applied to the message by the CREST Application Host) from which the Company’s agent 
is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 
  CREST members and, where applicable, their CREST sponsor or voting service provider should note that Euroclear UK & Ireland 
Limited does not make available special procedures in CREST for any particular messages. Normal system timings and 
limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member 
concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting 
service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary 
to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST 
members and, where applicable, their CREST sponsor or voting service provider are referred in particular to those sections 
of the CREST Manual concerning practical limitations of the CREST system and timings.
  The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the 
Uncertificated Securities Regulations 2001.
6.  You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. In the 
event of a conflict between a blank form of proxy and a form of proxy which states the number of shares to which it applies, 
the specific form of proxy shall be counted first, regardless of whether it was sent or received before or after the blank form 
of proxy, and any remaining shares in respect of which you are the registered holder will be apportioned to the blank form of 
proxy. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, 
you should contact Capita Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
7.  Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its 
powers as a member provided that they do not do so in relation to the same shares.
8.  Copies of the following documents will be available for inspection at the Company’s registered office during normal working 
hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this notice until the date of the 
Annual General Meeting and at the place of the Annual General Meeting for 15 minutes prior to and during the Meeting:
 » copies of all service agreements or letters of appointment under which the Directors of the Company are employed 
by the Company.
9.  Except as provided above, members who have general queries about the Meeting should use the following means 
of communication (no other methods of communication will be accepted):
 » calling Capita Asset Services: 0871 664 0300 (calls cost 10p per minute plus network extras. Lines are open 
8.30 a.m. – 5.30 p.m. Monday – Friday). SHAREHOLDER INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 76
EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING
Ordinary business
Each resolution will be proposed as an Ordinary Resolution. This means that, for each of the resolutions to be passed, more than 
half of the votes cast must be in favour of the resolution.
The Ordinary Resolutions are entirely routine and deal with the approval of the Annual Report and Accounts for the financial year 
ended 31 May 2014, the declaration of a final dividend, the reappointment of R A Whiting and M H Hudson as Directors of the 
Company and the reappointment of PricewaterhouseCoopers LLP as auditors.
Special business
Resolution 6 will be proposed as an Ordinary Resolution and Resolution 7 will be proposed as a Special Resolution. In order for 
a Special Resolution to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
Resolution 6 – authority to allot shares (Ordinary Resolution)
The authority conferred on the Directors at last year’s Annual General Meeting to allot the share capital of the Company expires 
at the conclusion of the forthcoming Annual General Meeting. The Board recommends that this authority be renewed. 
Paragraph 6.1 of Resolution 6 will, if passed, authorise the Directors to allot the Company’s unissued shares up to a maximum 
nominal amount of £3,989,370 which represents an amount which is equal to one-third of the aggregate nominal value of the 
issued and unconditionally allotted ordinary share capital of the Company (excluding treasury shares) as it was at close of business 
on 13 August 2014. As at close of business on 13 August 2014 the Company did not hold any treasury shares.
Paragraph 6.2 of Resolution 6 will, if passed, authorise the Directors to allot unissued shares in connection with a rights issue 
in favour of holders of equity securities (which would include ordinary shareholders) as required by the rights of those securities 
or as the Directors may otherwise consider necessary, up to a maximum aggregate nominal amount of £7,978,740, which 
represents an amount which is equal to two-thirds of the aggregate nominal value of the issued and unconditionally allotted 
ordinary share capital of the Company as it was at close of business on 13 August 2014 (such amount to be reduced by the 
nominal amount of any relevant securities issued under the authority conferred by paragraph 6.1 of Resolution 6). 
The authorities sought in Resolution 6 are in substitution for all existing authorities, granted in the Company’s Articles of Association 
or otherwise, and without prejudice to previous allotments made under such existing authorities. The authorities will each expire 
15 months after the date of the Annual General Meeting or, if earlier, at the conclusion of the next Annual General Meeting of the 
Company. The Directors have no present intention of exercising these authorities but believe that it is in the best interests of the Company 
to have the authorities available so that the Board has the flexibility to take advantage of business opportunities as they arise.
Resolution 7 – disapplication of pre-emption rights (Special Resolution)
Resolution 7 , which will be proposed as a Special Resolution, seeks to renew the authority conferred on the Directors at last year’s 
Annual General Meeting to issue equity securities of the Company for cash without application of the pre-emption rights provided 
by Section 561 of the Act. The authority being sought provides for non pre-emptive allotments of equity securities: (i) to ordinary 
shareholders in proportion to their existing shareholdings; (ii) to holders of other equity securities as required by, or subject to 
(as the Directors consider necessary), the rights of those securities, and to deal with treasury shares, fractional entitlements and legal 
and practical problems in any territory, for example on a rights issue or other similar share issue; and (iii) for cash up to an aggregate 
nominal value of £598,406, which represents 5% of the issued ordinary share capital of the Company as it was at close of 
business on 13 August 2014. The authority being sought is in substitution for all existing authorities, granted in the Company’s 
Articles of Association or otherwise, and without prejudice to previous allotments made under such authorities and will expire 
15 months after the date of the Annual General Meeting or, if earlier, at the conclusion of the next Annual General Meeting of 
the Company. The Directors have no present intention of exercising these authorities but believe that it is in the best interests 
of the Company to have the authorities available so that the Board has the flexibility to take advantage of business opportunities 
as they arise.
The authority sought and the limits set by this resolution will also disapply the application of Section 561 of the Act from a sale 
of treasury shares to the extent also specified in this resolution. OVERVIEW
CORPORATE 
GOVERNANCE
STRATEGIC 
REPORT
FINANCIAL 
STATEMENTS
SHAREHOLDER
INFORMATION
NWF GROUP plc
ANNUAL REPORT AND ACCOUNTS 2014 77
DIVISIONAL CONTACTS
FINANCIAL CALENDAR
Annual General Meeting  25 September 2014
Final dividend paid  5 December 2014
Preliminary announcement of half-year results  Early February 2015
Publication of Interim Report  Early February 2015
Interim dividend paid  1 May 2015
Financial year end  31 May 2015
Preliminary announcement of full-year results  Early August 2015
Publication of Annual Report and Accounts  Late August 2015
Feeds  Tel: 0800 262397 
  www.nwfagriculture.co.uk
Food  Tel: 01829 260704 
  www.boughey.co.uk
Fuels  Tel: 01829 260900 
  www.nwffuels.co.uk NWF Group plc
Wardle 
Nantwich 
Cheshire 
CW5 6BP
Telephone: 01829 260260 
Fax: 01829 261042
info@nwf.co.uk 
www.nwf.co.uk
NWF Group plc Annual Report and Accounts 2014