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 wwwnwfcouk
revenue
£537 7m 15
£5377m 2014
£5458m
£5402m
2013
2012
headline earnings per share
124p 53
124p 2014
131p
78p
2013
2012
operating profit
£85m 96
£85m 2014
£94m
£60m
2013
2012
net debt 
£117m 272
£117m 2014
£92m
£155m
2013
2012
headline profit before tax
£7 7m 94
£77m 2014
£85m
£51m
2013
2012
dividend per share
51p 63
51p 2014
48p
45p
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 19r 
– see notes 1 and 30 overview
nwf group plc
annual report and accounts 2014 02
chairmans 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 longterm 
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 sc 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 15 
to £5377 million 2013 £5458 million 
and operating profit was down to 
£85 million against the record prior 
year 2013 £94 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 sc 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 longterm 
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 
94 to £77 million 2013 £85 million 
and profit after taxation was down 70 
to £53 million 2013 £57 million 
headline basic earnings per share were 
down 53 to 124p 2013 131p and 
headline diluted earnings per share were 
down by 46 to 124p 2013 130p
summary
 »   r e v e nu e £ 5 3 7  7 m illi o n 
2013 £5458 million
 » operating profit £85 million 
2013 £94 million
 » headline profit before taxation
1
 
£77 million 2013 £85 million
 » headline basic earnings per share
1
 
124p 2013 131p
 » fullyear dividend increased 63 
to 51p per share 2013 48p
 » net debt £117 million 
31 may 2013 £92 million
 » net debt to ebitda at 10 times 
31 may 2013 07 times
 » new £650 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 £08 million 2013 £07 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 £96 million 
2013 £104 million net cash inflow 
from operating activities this included 
a net working capital inflow of £11 million 
2013 £04 million as the group continues 
to focus on working capital and cash 
management net cash absorbed 
by investing activities increased from 
£19 million to £97 million as a result 
of a £13 million increase in capital 
expenditure net of disposal proceeds 
and £65 million attributable to the 
acquisition of sc feeds limited overall 
net debt at 31 may 2014 was £117 million 
31 may 2013 £92 million 
cash conversion was 1129 
2013 1106 measured as net cash 
generated from operating activities as 
a percentage of operating profit 
net debt to ebitda at 31 may 2014 was 
10 times 2013 07 times interest cover 
excluding ias 19 net pension finance 
cost for the year was 106 times 
2013 104 times 
as previously announced in june the 
group agreed new longterm facilities 
with royal bank of scotland for five years 
through to october 2019 the facilities 
total £650 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 41p 2013 38p 
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 exdividend from 
30 october 2014 together with the 
interim dividend paid during the year 
of 10p 2013 10p per share this will 
result in a total dividend increase of 63 
for the year to 5 1p per share 2013 48p 
amounting to a total cost of £24 million 
2013 £23 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 4300 
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 997
»  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 4300 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 sc 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
» 100000 pallet spaces
»  800000 square feet 
of warehousing in wardle 
north west
» over 200 customers
»  997 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 543000 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
 299
 68
 633
revenue split
 388
 235
 377
operating profit split
 453
 429
 118
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 executives 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 
forwardlooking 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 
forwardlooking 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 
longterm development of the group
the group delivered an operating profit 
of £85 million 2013 £94 million and a 
headline profit before tax of £77 million 
2013 £85 million this was achieved 
against a less favourable market 
backdrop than was experienced 
in the record year of 2013
net debt of £117 million 2013 £92 million 
which represents a debt to ebitda ratio 
of 10 times 2013 07 times was delivered 
in spite of the £65 million cash acquisition 
costs in the year highlighting the 
cashgenerative capability of the group
banking
the group has an agreement in place 
with the royal bank of scotland group 
for credit facilities totalling £650 million 
through to 31 october 2019 comprising 
£100 million of revolving credit facilities 
£500 million of working capital facilities 
and ancillary facilities of £50 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 £5458 million
 » operating profit £85 million 
2013 £94 million
 » headline profit before taxation
1
 
£77 million 2013 £85 million
 » headline basic earnings per share
1
 
124p 2013 131p
 » fullyear dividend increased 63 
to 51p per share 2013 48p
 » net debt £117 million 
2013 £92 million
 » debt to ebitda at 10 times 
31 may 2013 07 times
 » £650 million banking facilities 
in place to october 2019 
the group has established 
a solid platform for development 
has competitive longterm banking 
facilities and a strong asset base
1
  excluding £08 million 2013 £07 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 
bolton 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 bolton acquisitions
the group has established a solid platform 
for development has competitive longterm 
banking facilities and a strong asset base
key performance indicators
the directors use the following combination 
of financial and nonfinancial kpis as 
a method of determining how well the 
group is performing against its objectives 
and overall strategy
feeds
 » 4300 customers 
2013 4000 customers
 » sold 543000 tonnes in the year ended 
31 may 2014 2013 481000 tonnes
 » revenue of £1607 million in 
the year ended 31 may 2014 
2013 £1531 million
 » operating profit of £33 million 
in the year ended 31 may 2014 
2013 £38 million
feeds has been successful in securing 
additional business direct to farmers in 
the year and has grown its market share
food
 » average of 97000 pallets stored 
2013 93000 pallets
 » 800000 square feet of warehousing 
2013 900000 square feet
 » over 200 customers 
2013 over 200 customers
 » 997 service level 
2013 997 service level
 » revenue of £364 million in 
the year ended 31 may 2014 
2013 £364 million
 » operating profit of £20 million 
in the year ended 31 may 2014 
2013 £12 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 57000 customers
 » 17 fuel depots across the uk 2013 17
 » revenue of £3406 million in 
the year ended 31 may 2014 
2013 £3563 million
 » operating profit of £32 million 
in the year ended 31 may 2014 
2013 £44 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 sc 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 50 to 
£1607 million 2013 £1531 million 
as a result of the acquisition of sc feeds 
offset by some reductions in selling 
prices operating profits were £33 million 
2013 £38 million as anticipated the 
acquisition was earnings enhancing in 
its first six months the prior year profit 
performance includes some oneoff 
gains which were a result of increasing 
commodity prices total volume was 
significantly higher at 543000 tonnes 
2013 481000 tonnes with an increase 
in the underlying volume of nwf and the 
additional six months’ contribution from 
sc feeds 
the increase in nutritional focus in 
our feeds division is a key strategy 
for the business in providing more 
advice and valueadded products 
to our farming customers to improve 
their business performance
milk prices in great britain increased 
during the year by 30p per litre to 
329p leading farmers to increase milk 
production to a five year high of 118 billion 
litres 2013 109 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 47 on prior year 
the feeds division has a very broad 
customer base working with over 4300 
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 4300 farmers 
from scotland to cornwall
what weve done
»  another good year with growth in underlying volume 
and market share despite market demand for feed being 
lower than prior year
»  sc 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 addedvalue nutritional sales 
proposition direct to farmers
»  revenue increased by 50 to £1607 million 
2013 £1531 million
»  operating profits were £33 million 2013 £38 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
4300 
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 weve done
our development strategy
» continue our track record of organic growth
» increase the focus on nutritional advice and technical support 
»  identify and bolton 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
£1607m 50
£1607m 2014
£1531m 2013
operating profit
£33m 132
£33m 2014
£38m 2013
tonnes sold
543000 129
543000 2014
481000 2013
for more go to 
wwwnwfagriculturecouk strategic report
nwf group plc
annual report and accounts 2014 10
 divisional review
acquisition of sc feeds
the successful acquisition of sc 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 sc feeds limited a leading animal 
feed manufacturer based in stone staffordshire
sc feeds has supplied ruminant feed since 1991 from 
its mill in stone and produces in excess of 80000 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 
selfhelp 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 100000 pallets storage in a 
single location which improves 
operational efficiencies longterm 
contracts with customers signed during 
the year underpin the storage volumes 
for the business going forward service 
levels have been maintained at 997
revenue remained consistent at 
£364 million 2013 £364 million 
storage overall was at an average of 97 000 
pallets 2013 93000 pallets and total 
loads were at a similar level to prior year 
operating profits increased to £20 million 
2013 £12 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 weve done
»  year of successful selfhelp 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 100000 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 997
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 weve done
our development strategy
» maintain excellent levels of customer service 
» improve operational efficiencies and return on assets
» optimise customer mix
revenue
£364m nil
£364m 2014
£364m 2013
operating profit
£20m 667
£20m 2014
£12m 2013
average pallet spaces stored
97 000 43
97000 2014
93000 2013
wholesalers distribution 
centres and depots
retailer distribution centres
ambient grocery 
manufacturers
third party 
management
inhouse 
management
independent 
consolidators
retailers
for more go to 
wwwbougheycouk 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 weve 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 44 to £3406 million 
2013 £3563 million as a result of lower oil prices 
and slightly lower volume
»  operating profits decreased to £32 million 
2013 £44 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 44 to 
£3406 million 2013 £3563 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 £32 million 
2013 £44 million which is a very 
positive result given the lack of heating 
oil demand from customers
with 57000 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 weve done
our development strategy
»  develop organic growth from existing network and through establishment of new 
storage depots
» bolton acquisitions across the uk 
 » synergy with existing depots 
 » geographic expansion
revenue
£3406m 44
£3406m 2014
£3563m 2013
operating profit
£32m 27 3
£32m 2014
£44m 2013
litres sold
402m 22
402m 2014
411m 2013
for more go to 
wwwnwffuelscouk
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 £77 million 
2013 £85 million
»  headline eps 124p 2013 131p
»  net debt £117 million 31 may 2013 
£92 million including impact of sc 
feeds acquisition
»  longterm committed banking 
facilities in place to october 2019
»  significant headroom against 
banking facilities and covenants
»  substantial asset base with 
total assets of £1194 million 
31 may 2013 £1201 million
group results 
year ended 31 may
note
2014
£m
restated
2013
£m
revenue
feeds 4 1607 1531 
fuels 4 3406 3563
food 4 364 364 
5377 5458
operating profit
feeds 4 33 38 
fuels 4 32 44
food 4 20 12
85 94
finance cost 7 08 09
headline profit before tax 77 85
net finance costs in respect of defined 
benefit pension scheme 08 07
profit before taxation 69 78
income tax expense 8 16 21 
profit for the year attributable to 
owners of the parent 53 57
total assets 1194 1201
roce 133 162
headline eps 11 124 131
basic eps 11 112 121
group shareholders’ equity 330 282
group net debt 19 117 92
  the prior year income statement has been restated as a result of the change in accounting policy on 
adoption of ias 19r 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 15 
to £5377 million 2013 £5458 million 
reflecting lower oil prices and a 22 
reduction in oil volumes in the fuels 
business partially offset by the impact 
of the acquisition of sc feeds limited 
operating profit was £85 million down 
by £09 million 96 from the record 
performance in 2013 of £94 million
financing costs decreased by £01 million 
to £08 million with interest cover excluding 
ias 19 net pension finance costs increasing 
to 106 times 2013 104 times
headline profit before taxation was down 
94 to £7 7 million 2013 £85 million 
resulting in a headline basic earnings per 
share of 124p 2013 131p the proposed 
fullyear dividend per share is an increase 
of 63 to 51p in line with the group’s 
progressive dividend policy which equates 
to a dividend cover ratio of 24 times
the finance costs in respect of the defined 
benefit pension scheme increased by 
£01 million to £08 million
the tax charge has decreased to 
£16 million from £21 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 231 
2013 259 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 70 
to £53 million 2013 £57 million basic 
headline earnings per share have decreased 
by 53 to 124p 2013 131p and diluted 
headline earnings per share decreased by 
46 to 124p 2013 130p
balance sheet summary
the group has increased net 
assets by £48 million to £330 million 
31 may 2013 £282 million the increase 
has been predominantly driven by the 
strong trading performance during the 
year with a retained profit for the year of 
£30 million 2013 £36 million together 
with a reduction in the group’s defined 
pension scheme deficit from a net pension 
liability of £188 million as at 31 may 2013 
to £173 million as at 31 may 2014
tangible and intangible assets have 
increased to £540 million as at 31 may 2014 
31 may 2013 £488 million as a result 
of net capital expenditure £35 million 
together with the impact of the acquisition 
of sc feeds limited which increased 
tangible assets by £15 million and 
intangible assets by £42 million the 
depreciation and amortisation charges 
for the year to 31 may 2014 were £32 
million and £05 million respectively
balance sheet 
as at 31 may
2014
£m
2013
£m
tangible and intangible fixed assets 540 488
net working capital 98 92
cash at bank and in hand — 01
shortterm borrowings 01 02
mediumterm borrowings 116 91
current tax liabilities 11 13
deferred tax liabilities net 07 05
retirement benefit obligations 173 188
net assets 330 282
the group has increased 
net assets by £48 million to 
£330 million 31 may 2013 
£282 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 
£06 million despite the impact of the 
sc feeds acquisition which resulted 
in an increase in working capital at 
acquisition of £17 million this equates 
to an improvement in the underlying 
working capital of the group amounting 
to £11 million the group’s inventories 
remained unchanged at £38 million with 
trade and other receivables decreasing to 
£578 million 31 may 2013 £624 million 
which was offset by the decrease in trade 
and other payables to £518 million 
31 may 2013 £570 million 
net debt increased to £117 million 
31 may 2013 £92 million reflecting the 
cash impact of the sc feeds acquisition 
of £65 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 
£07 million 31 may 2013 £05 million 
reflecting the impact of the sc 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 230 to 200
the gross liability of the group’s defined 
benefit pension scheme decreased by 
£15 million to £17 3 million 31 may 2013 
£188 million the value of pension scheme 
assets increased by 06 to £312 million 
31 may 2013 £311 million the value of 
the scheme liabilities decreased to £486 
million 31 may 2013 £499 million primarily 
as a result of a 010 increase to 440 
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 £25 million 
from £92 million to £117 million despite the 
investment of £65 million in the acquisition 
of sc feeds with an underlying net cash 
generation of £40 million for the group 
during the year under review
net cash generated from operating 
activities was £96 million a decrease 
of £08 million 2013 £104 million which 
is a cash conversion ratio of 1129 of 
operating profit 2013 1106 underlying 
working capital decreased by £11 million 
2013 £04 million decrease
cash flow and banking facilities 
year ended 31 may
2014
£m
restated
2013
£m
operating cash flows before working capital movements 115 122
working capital movements 11 04
interest paid 07 08
tax paid 23 14
net cash generated from operating activities 96 104
capital expenditure net of receipts from disposals 32 19
acquisition of subsidiary 65 —
net cash absorbedgenerated before financing activities 01 86
net increasedecrease in bank borrowings 25 55
dividends paid 23 21
other financing cash flows 02 10
net decrease in cash and cash equivalents 01 01
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 £13 million to £32 million 
2013 £19 million which compares to the 
annual depreciation charge of £32 million 
2013 £30 million the main areas of 
capital expenditure were investments in 
new it systems for the feeds division 
£08 million investment in replacement 
commercial vehicles of £07 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 £01 million 
2013 £01 million
the group benefits from renewed and 
extended credit facilities from the royal 
bank of scotland totalling £650 million 
which are committed through to 
31 october 2019 with the exception of 
the bank overdraft facility of £10 million 
and the £40 million bank guarantee facility 
which are renewed annually as noted 
above included within the total facility 
of £650 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 £500 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 debtebitda 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 117 92
ebitda £m 122 130
net debtebitda ratio 10 07
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 £650 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 
£650 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
noncompliance 
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 geopolitical 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 subcommittee 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 longterm 
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 schemes 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
nonexecutive 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 brandrex 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
nonexecutive 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
nonexecutive 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 nonexecutive 
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 nonexecutive 
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 nonexecutive 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 
nonexecutive 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
nonexecutive 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 nonaudit 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 
retender 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 nonexecutive 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 longterm 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
nonexecutive directors
the nonexecutive directors have 
received appointment letters setting 
out their terms of appointment all 
nonexecutive 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 nonexecutive directors meet the 
independence tests 
the appointment of new nonexecutive 
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 nonexecutive 
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 longterm focus through 
features such as deferral and 
measuring performance over 
the long term
 » structures should include 
performance adjustments malus 
andor clawback provisions
 » pay should be aligned to the 
longterm 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 201314
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 sc feeds limited demonstrates 
the strategic intent of the group
key pay outturns for 201314
for 201314 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 335p over 
the three year performance period 
calculated on a consistent basis as 
reported under ias 19 as previously 
enacted 426 of the ltip awards 
granted in 2011 amounting to 91722 
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 201415
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 
 » longterm incentive plans ‘ltip’ – 
three year sharebased 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
201415 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 201415 directors’ salaries will be as follows
 » chief executive £267000 and
 » finance director £166260
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 201415 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 201415 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
longterm incentive plan
1
 » maximum opportunity for executive directors is 100 of base salary
 » performance is measured over 3 financial years
 » for 201415 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 201415 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 
£24000 in the year 2013 £77000 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
feesbasic
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
nonexecutive
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 1056 1099
notes 
1
 part year only – joined in november 2012
2
 calculated as ltip award for the three years ended 31 may 2014 91722 shares at the midmarket share price on 31 may 2014 £155
3
 includes ltip award for the three years ended 31 may 2013 173950 shares at the midmarket share price on 31 may 2013 £118
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 1180p 103602 5260p
1
31081 3160p 31 may 2016
r a whiting 14 august 2012 960p 266667 3577p
2
80000 2820p 31 may 2015
6 august 2013 1180p 221186 5260p
1
66356 3160p 31 may 2016
notes 
1
 headline earnings per share eps
2
 basic earnings per share eps calculated under the legacy ias 19 prerevision 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 3396 — 3396
3396 — 3396 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 £5377 million 2013 £5458 million 
and profit after tax of £53 million 
2013 £57 million
the directors recommend a final 
dividend for the year of 41p per share 
2013 38p 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 10p per share 2013 10p 
this will result in a total dividend of 51p 
per share 2013 48p amounting to 
£24 million 2013 £23 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 reelection 
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 10000
t p acton 10000
b j banner —
m h hudson 602600
y m monaghan 10000
d r southworth 
as at 24 april 2014 100000
r a whiting 307371
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 103602
r a whiting 579575
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 1555p 31 may 2013 1180p and 
the range of market prices during the 
year was between 1150p and 1600p
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 249 11902500
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 wwwnwfcouk
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 
nonfinancial 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 34 5377 5458
cost of sales 5118 5182 
gross profit 259 276
administrative expenses 174 182 
operating profit 4 85 94
finance costs 7 16 16 
profit before taxation and net finance cost in respect of defined benefit pension scheme 77 85
net finance cost in respect of defined benefit pension scheme 08 07
profit before taxation 5 69 78
income tax expense 8 16 21 
profit for the year attributable to equity shareholders 53 57
earnings per share pence
basic 11 112 121
diluted 11 111 120
headline earnings per share pence
basic 11 124 131
diluted 11 124 130
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 19r 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 53 57
items that will never be reclassified to profit or loss  
actuarial gainloss on defined benefit pension scheme 22 12 16 
tax on items that will never be reclassified to profit or loss 20 02 04 
total comprehensive income for the year 63 45
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
noncurrent assets
property plant and equipment 12 377 371
intangible assets 13 163 117
deferred income tax assets 20 36 44
576 532
current assets
inventories 14 38 38
trade and other receivables 15 578 624
cash and cash equivalents 16 — 01
derivative financial instruments 19 02 06
618 669
total assets 1194 1201
current liabilities
trade and other payables 17 518 570
current income tax liabilities 11 13
borrowings 18 01 02
derivative financial instruments 19 02 06
532 591
noncurrent liabilities
borrowings 18 116 91
deferred income tax liabilities 20 43 49
retirement benefit obligations 22 173 188
332 328
total liabilities 864 919
net assets 330 282
equity
share capital 21 119 118
other reserves 211 164
total equity 330 282
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 118 — 139 257
profit for the year restated — — 57 57
items that will never be reclassified to profit or loss
actuarial loss on defined benefit pension scheme note 22 restated — — 16 16 
tax on items that will never be reclassified to profit or loss note 20 restated — — 04 04 
total comprehensive income for the year — — 45 45
transactions with owners
dividends paid note 10 — — 21 21
issue of shares note 21 — — 02 02
credit to equity for equitysettled sharebased payments note 23 — — 03 03
— — 20 20
balance at 31 may 2013 118 — 164 282
profit for the year — — 53 53
items that will never be reclassified to profit or loss
actuarial gain on defined benefit pension scheme note 22 — — 12 12 
tax on items that will never be reclassified to profit or loss note 20 — — 02 02 
total comprehensive income for the year — — 63 63
transactions with owners
dividends paid note 10 — — 23 23
issue of shares note 21 01 05 01 05
credit to equity for equitysettled sharebased payments note 23 — — 03 03
01 05 21 15
balance at 31 may 2014 119 05 206 330
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 96 104
cash flows from investing activities
purchase of intangible assets 13 09 07 
purchase of property plant and equipment 12 26 14 
proceeds on sale of property plant and equipment 03 02
acquisition of subsidiary – cash paid 9 61 — 
acquisition of subsidiary – bank overdraft acquired 9 04 —
net cash absorbed by investing activities 97 19
cash flows from financing activities
increase inrepayment of bank borrowings 25 55
capital element of finance lease and hire purchase payments 02 10
dividends paid 23 21 
net cash absorbed by financing activities — 86 
net decrease in cash and cash equivalents 25 01 01
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 euendorsed 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 longterm 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 longterm 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 euendorsed 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 ‘firsttime adoption’ – government loans
amendment to ifrs 1 ‘firsttime 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 euendorsed 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 deconsolidated 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 
acquisitionrelated 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 acquisitionbyacquisition basis 
the group recognises any noncontrolling interest in the acquiree either at fair value or at the noncontrolling interest’s proportionate 
share of the acquiree’s net assets
the excess of the consideration transferred the amount of any noncontrolling 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
intercompany 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 valueadded 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 repackaging 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 straightline 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 cashgenerating units for the purpose of impairment testing the allocation is made 
to those cashgenerating units or groups of cashgenerating 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 straightline 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 straightline basis 3 – 7 years
impairment of nonfinancial 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 nonfinancial 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 slowmoving 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 remeasured 
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 noncurrent 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
sharebased payments
in the year ended 31 may 2014 the group operated two 2013 two equitysettled sharebased 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 equitysettled 
sharebased payments are measured at fair value excluding the effect of non marketbased vesting conditions at the date of grant 
the fair value determined at the grant date of the equitysettled sharebased payments is expensed on a straightline basis over the 
vesting period based on the group’s estimate of shares that will eventually vest and adjusted for the effect of non marketbased 
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 nontransferability 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 cashsettled 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 straightline 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 cashgenerating 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 5013 5094
rendering of services 364 364
5377 5458
4 segment information
the chief operating decisionmaker 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 productservices 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 productsservices 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
intersegment 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 1610 3469 370 5449
intersegment revenue 03 63 06 72
revenue 1607 3406 364 5377
result
operating profit 33 32 20 85
finance costs note 7 16
profit before taxation 69
income tax expense note 8 16
profit for the year 53
other information
depreciation and amortisation 10 11 16 37
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 426 418 314 1158
deferred income tax assets note 20 36
cash and cash equivalents —
consolidated total assets 1194
liabilities
segment liabilities 137 343 40 520
current income tax liabilities 11
deferred income tax liabilities note 20 43
borrowings note 18 117
retirement benefit obligations note 22 173
consolidated total liabilities 864
2013 restated
feeds
£m
fuels
£m
food
£m
group
£m
revenue 
total revenue 1531 3634 371 5536
intersegment revenue — 71 07 78
revenue 1531 3563 364 5458
result
operating profit 38 44 12 94
finance costs note 7 16
profit before taxation 78
income tax expense note 8 21
profit for the year 57
other information
depreciation and amortisation 08 12 16 36
2013 
feeds
£m
fuels
£m
food
£m
group
£m
balance sheet
assets
segment assets 357 471 328 1156
deferred income tax assets note 20 44
cash and cash equivalents 01
consolidated total assets 1201
liabilities
segment liabilities 155 385 36 576
current income tax liabilities 13
deferred income tax liabilities note 20 49
borrowings note 18 93
retirement benefit obligations note 22 188
consolidated total liabilities 919 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 4715 4905
depreciation of property plant and equipment note 12 32 30
amortisation of other intangible assets note 13 05 06
profit on disposal of property plant and equipment — — 
operating lease charges – land and buildings 06 06
operating lease charges – other 33 35
staff costs note 6 289 296
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
– nonaudit 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 251 258
social security costs 26 25
sharebased payments note 23 03 03
other pension costs note 22 09 10
289 296
in addition to the above staff costs the group incurred £34 million 2013 £23 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 08 08
interest payable under hire purchase agreements — 01
total interest expense 08 09
net finance cost in respect of defined benefit pension schemes note 22 08 07
total finance costs 16 16
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 19 23
adjustments in respect of prior years 01 01
current tax expense 18 22
deferred tax
origination and reversal of temporary differences 01 01
effect of decreased tax rate on opening balance 01 — 
deferred tax credit note 20 02 01
total income tax expense 16 21
during the year ended 31 may 2014 as a result of the reduction in the uk corporation tax rate from 230 to 210 from 1 april 2014 
corporation tax has been calculated at an effective rate of 227 of estimated assessable profit for the year 2012 238
a further reduction in the uk corporation tax rate to 200 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 remeasured and provided for based on a uk tax rate of 200 
if the relevant timing differences reverse before the 10 reduction in the corporation tax rate from 210 to 200 effective from 
1 april 2015 the estimated impact on the group balance sheet would be an increase in the deferred tax asset of £02 million from 
£36 million to £38 million and an increase in the deferred tax liability of £03 million from £43 million to £46 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 69 78
profit before taxation multiplied by the standard rate of uk corporation tax of 227 2013 238 16 19
effects of
– expenses not deductible for tax purposes 02 03
– adjustments in respect of prior years 01 01
– impact on deferred tax of reduction in the uk corporation tax rate 01 — 
total income tax expense 16 21
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
sc feeds limited
on 29 november 2013 the group acquired 100 of the share capital of sc feeds limited an agricultural ruminant feed business 
for a total consideration of £67 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 4340 ordinary shares issued as part 
of the consideration paid for sc 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
acquisitionrelated costs included in administrative expenses of £01 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 05 10 15
identifiable intangible assets note 13 — 01 01
inventory 05 — 05
trade and other receivables 19 — 19
trade and other payables 14 — 14
deferred tax liability note 20 01 01 02
total identifiable assets 14 10 24
property plant and equipment acquired with sc feeds limited has been recognised at a fair value of £15 million following an 
external revaluation exercise completed using the depreciated replacement cost method in addition £01 million has been 
recognised in respect of the sc feeds limited brand as an intangible asset arising from the acquisition 
2014
£m 
goodwill note 13 41
total consideration 67
satisfied by
cash 61
equity consideration 374340 ordinary shares of nwf group plc 06
total consideration transferred 67
net cash outflow arising on acquisition
cash consideration and fees 61
plus bank overdraft acquired 04
65
goodwill of £41 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 sc feeds limited none of the goodwill recognised is expected to 
be deductible for income tax purposes
the sc feeds limited business contributed revenue of £111 million and operating profit of £04 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 £198 million and operating profit of £08 million
10 equity dividends
2014
£m
2013
£m
final dividend for the year ended 31 may 2013 of 38p 2012 35p per share 18 16
interim dividend for the year ended 31 may 2014 of 10p 2013 10p per share 05 05
amounts recognised as distributions to equity shareholders in the year 23 21
proposed final dividend for the year ended 31 may 2014 of 41p 2013 38p per share 19 18
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 53 57
number of shares
weighted average number of shares for the purposes of basic earnings per share 000s 47489 47277
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 47849 47523
earnings per ordinary share p
basic earnings per ordinary share 112 121
diluted earnings per ordinary share 111 120
headline earnings per ordinary share p 
basic headline earnings per ordinary share 124 131
diluted headline earnings per ordinary share 124 130
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 53 57
add back
net finance cost in respect of defined benefit pension scheme 08 07
tax effect of the above 02 02
headline earnings 59 62
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 327 11 189 81 608
additions 01 01 11 01 14
disposals — — 01 06 07 
at 1 june 2013 328 12 199 76 615
additions 03 — 16 07 26
acquisition of subsidiary note 9 — — 15 — 15 
disposals — — 07 07 14
at 31 may 2014 331 12 223 76 642 
accumulated depreciation
at 1 june 2012 53 01 138 27 219
charge for the year 07 01 12 10 30
disposals — — — 05 05 
at 1 june 2013 60 02 150 32 244
charge for the year 07 — 16 09 32
disposals — — 06 05 11 
at 31 may 2014 67 02 160 36 265
carrying amount
at 31 may 2014 264 10 63 40 377
at 31 may 2013 268 10 49 44 371
the group has pledged certain freehold land and buildings with a carrying value of £238 million 31 may 2013 £243 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 £01 million 31 may 2013 £04 million and £06 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 92 35 05 132
additions — 07 — 07
at 1 june 2013 92 42 05 139
additions — 09 — 09
acquisition of subsidiary note 9 41 — 01 42
disposals — — — —
at 31 may 2014 133 51 06 190
accumulated amortisation
at 1 june 2012 06 09 01 16
charge for the year — 05 01 06
at 1 june 2013 06 14 02 22
charge for the year — 05 — 05
at 31 may 2014 06 19 02 27
carrying amount
at 31 may 2014 127 32 04 163
at 31 may 2013 86 28 03 117
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 cashgenerating 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 68 27
fuels 59 59
127 86
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 pretax 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 225 
the rate used to discount the projected cash flows being a pretax riskadjusted discount rate is 90 2013 96 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 23 23
finished goods and goods for resale 15 15
38 38
15 trade and other receivables 
2014
£m
2013
£m
trade receivables 570 610
less provision for impairment 12 15
trade receivables – net 558 595
vat recoverable 04 09
other receivables 03 04
prepayments and accrued income 13 16
578 624
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 £160 million 31 may 2013 £169 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 122 133
over 3 months 38 36
160 169 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 15 11
acquisition of subsidiary note 9 — —
provision for receivables impairment 03 09
receivables written off in the year 06 05 
at 31 may 12 15
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 — 01
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 452 507
social security and other taxes 10 10
accruals and deferred income 56 53
518 570
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 01 02
noncurrent
invoice discounting advances 116 91
obligations under hire purchase agreements — —
116 91
total borrowings 117 93
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 £650 million consist of revolving credit facilities of £100 million invoice 
discounting facilities of £500 million an overdraft facility of £10 million and bank guarantee facilities of £40 million in addition there 
is also potential to increase the revolving credit facilities by £50 million and the invoice discounting facilities by £100 million to fund 
future developments interest is charged on the revolving credit facilities at a margin of between 160 and 185 above libor 
depending on the ratio of net debt to ebitda and the interest on the invoice discounting facilities is at a margin of 125 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 
£550 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 £10 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 £440 million renewed terms £500 million
the facility is secured by way of a fixed and floating charge against the group’s trade receivables interest is charged at 175 
renewed terms 125 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 £116 million 31 may 2013 £91 million are presented within noncurrent 
liabilities without these committed facilities all invoice discounting advances would have been classified as current liabilities
the group incurred nonutilisation fees on its committed invoice discounting facility under the renewed terms the group will incur 
nonutilisation fees only in respect of committed and undrawn facilities of £200 million
revolving credit facility
at 31 may 2014 the group has a revolving credit facility of £60 million 31 may 2013 £60 million with an expiry date of 31 october 2015 
interest is charged on amounts drawn down at 20 – 25 per annum above libor 
under the renewed terms the group has a revolving credit facility of £100 million with an expiry date of october 2019 interest 
will be charged on amounts drawn down at 16 – 185 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 nonutilisation 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 £10 million 
none of the facility was utilised at 31 may 2014 31 may 2013 £nil interest is charged at 20 – 25 per annum over the bank’s 
base rate 
under the renewed terms interest will be charged at 15 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 £40 million commission is charged on the maximum total facility value of £40 million 
at 20 – 25 per annum 
under the renewed terms commission will be charged at 13
the bank facilities above are provided subject to compliance with standard bank covenants including net debtebitda and 
interest cover ratios
bank borrowings amounting to £116 million 31 may 2013 £91 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 116 91 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 10 — 10 —
between 2 – 5 years 478 116 464 91
488 116 474 91
the availability of invoice discounting facilities included above amounting to £418 million 31 may 2013 £404 million is dependent 
on the level of current debt available for refinancing 
the facilities above do not include the £40 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 01 02 01 02
less future finance charges — — — —
present value of obligations 01 02 01 02
analysed as
amounts due for settlement within 12 months shown as current liabilities 01 02
amounts due for settlement after 12 months — —
01 02
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 ie as prices or indirectly ie 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 interestbearing shortterm 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 116 —
hire purchase obligations repayable within 1 year 01 243 – 792
117
financial liabilities carried at fair value derivatives 02 —
119 
at 31 may 2013
total book
and fair
value
£m
fixed
interest
rate

financial liabilities carried at amortised cost
floating rate invoice discounting advances 91 —
hire purchase obligations repayable within 1 year 02 243 – 792
93
financial liabilities carried at fair value derivatives 06 —
99 
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 interestbearing shortterm 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 02 —
02 
at 31 may 2013
total book
and fair
value
£m
fixed
interest
rate

financial assets carried at amortised cost cash and cash equivalents 01 —
financial assets carried at fair value derivative 06 —
07 
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 subcommittee 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 oilrelated 
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 £352 million 31 may 2013 £282 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 nonhedging forward supply contracts amounting to £01 million have been credited to the income statement in 
the year 2013 £02 million charge 
the fuels business’ oilrelated 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 £02 million 
2013 £02 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 mediumterm and shortterm 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 debtebitda 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 18 117 93
less cash at bank and in hand £m — 01
net debt £m 117 92
ebitda £m 122 130
net debtebitda ratio 10 07
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
assetliability
accelerated
tax
depreciation
£m
retirement
benefit
obligations
restated
£m
other
£m
total
 £m
at 1 june 2012 53 42 01 10
creditcharge to income statement note 8 04 03 — 01
credit to equity — 04 — 04
at 1 june 2013 49 43 01 05
creditcharge to income statement note 8 08 06 — 02 
acquisition of subsidiary note 9 02 — — 02 
charge to equity — 02 — 02
at 31 may 2014 43 35 01 07
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 80000 200
number
of shares
000s
total
£m
allotted and fully paid ordinary shares of 25p each
balance at 1 june 2012 47176 118
issue of shares 128 —
balance at 31 may 2013 47304 118
issue of shares see below 504 01
balance at 31 may 2014 47808 119
during the year ended 31 may 2014 130142 2013 127517 shares with an aggregate nominal value of £32536 2013 £31879 
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 374340 2013 nil shares with an aggregate nominal value of £93585 2013 £nil 
were issued as part of the consideration paid in the acquisition of sc 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 842526 31 may 2013 826364 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 529565 31 may 2013 627191 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 £106 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 £04 million 
2013 £04 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 £11 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 £08 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 £19 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 longterm 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 reinsured by an external insurance company 
no other postretirement 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 440 430
future salary increases 200 340
rpi inflation 335 340
cpi inflation 235 240
pension increases in payment lpi5 335 340
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 65 221 221
future pensioners currently aged 45 – male life expectancy at age 65 235 234
the 2014 and 2013 mortality assumptions above are based on s1pa yob cmi 2010 1 longterm 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 486 499
fair value of scheme assets 313 311
deficit in the scheme recognised as a liability in the balance sheet 173 188
related deferred tax asset note 20 35 43
net pension liability 138 145
amounts recognised in the income statement in respect of the defined benefit scheme are as follows
2014
£m
restated
2013
£m
current service cost 06 07
administrative expenses 03 03
net interest on the defined benefit liability 08 07
total cost recognised in the income statement 17 17
 see notes 2 and 30
gains and losses arising from the remeasurement of the net defined benefit liability have been reported in the statement of 
comprehensive income as shown below
2014
£m
restated
2013
£m
actuarial lossgain on plan assets 07 22
actuarial gainloss arising from changes in financial assumptions 19 38
remeasurement gainloss 12 16
 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 499 446
current service cost 06 07
interest cost 21 20
remeasurement gainslosses
– actuarial gainloss arising from changes in financial assumptions 19 39
contributions by scheme members 02 02
benefits paid 23 15
at 31 may 486 499 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 311 273
interest income 13 13
remeasurement lossesgains 
– actuarial lossesgains on plan assets 07 22
contributions by employer 19 18
contributions by scheme members 02 02
expenses 03 03
benefits paid 22 14
at 31 may 313 311
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 67 62
corporate bonds 66 65
indexlinked government bonds 09 30
liabilitydriven investment fund 28 —
property 09 17
diversified growth fund 133 134
cash 01 03
total 313 311
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 £04 million 2013 £32 million
assetliability 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 longterm 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 liabilitydriven investment ‘ldi’ funds ldi funds are derivativebased 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
025 change in discount rate 21 22
025 change in salary increases 05 05
025 change in rpi inflation 14 13
the 025 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 sharebased payments
in the year ended 31 may 2014 the group operated two 2013 two equitysettled sharebased payment plans as described below
the group recognised total expenses of £03 million in respect of equitysettled sharebased payment transactions in the year 
ended 31 may 2014 2013 £03 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 826364 1144323
granted in the year 391525 336042
lapsedexpired in the year 156133 153612
forfeited in the year 103038 372872
exercised in the year 116192 127517
at 31 may 842526 826364
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 £09 million 
31 may 2013 £08 million before taking into account the likelihood of achieving non marketbased 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 £124 £099
exercise price nil nil
expected volatility 221 317
expected life 275 years 288 years
expected dividend yield 422 393
riskfree interest rate 073 013
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 nontransferability 
exercise restrictions and behavioural considerations financial statements
nwf group plc
annual report and accounts 2014 62
23 sharebased 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 £106 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 627191 775925
forfeited in the year 56000 38031
exercised in the year 13950 —
cancelled in the year 27676 110703
at 31 may 529565 627191
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 £02 million 31 may 2013 £02 million before taking into account the 
likelihood of achieving non marketbased performance conditions 
the inputs into the black scholes model are as follows
share price at grant date £121
exercise price £106
expected volatility 514
expected life 333 years
expected dividend yield 373
riskfree interest rate 103
expected volatility was determined by calculating the historical volatility of the group’s share price over the previous 333 years 
the expected life used in the model has been adjusted based on management’s best estimate for the effects of nontransferability 
exercise restrictions and behavioural considerations
24 net cash generated from operating activities
2014
£m
restated
2013
£m
operating profit 85 94
adjustments for
depreciation of property plant and equipment 32 30
amortisation of other intangible assets 05 06
sharebased payment expense 03 03
issue of shares 01 02
difference between pension charge and cash contributions 09 09
operating cash flows before movements in working capital 115 122
movements in working capital
decreaseincrease in inventories 05 03 
decreaseincrease in receivables 65 60 
decreaseincrease in payables 59 67
net cash generated from operations 126 126
interest paid 07 08
income tax paid 23 14
net cash generated from operating activities 96 104
 
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
noncash
movements
£m
31 may
2014
£m
cash and cash equivalents note 16 01 64 65 — —
debt due after 1 year 91 25 — — 116
hire purchase obligations due within 1 year 02 02 — 01 01
total group 92 41 65 01 117
26 operating lease commitments
at the balance sheet date the group has commitments for future minimum lease payments under noncancellable 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 01 07 30 27
within 2 – 5 years inclusive 03 04 65 70
after 5 years 03 03 — 01
07 14 95 98
the group leases various land and buildings on shortterm 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 nonexecutive 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
shortterm employee benefits 30 28
postemployment benefits 01 01
termination benefits 03 —
sharebased payments 01 02
35 31
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 £7688 
as a customer of the group in the year ended 31 may 2014 2013 £12721 at 31 may 2014 the amount outstanding was £1153 
31 may 2013 £621 during the year the highest amount outstanding totalled £2095 2013 £2531
r a whiting purchased in the normal course of business and under normal terms and conditions goods to the value of £3254 
as a customer of the group in the year ended 31 may 2014 2013 £3620 at 31 may 2014 the amount outstanding was £630 
31 may 2013 £1294 during the year the highest amount outstanding totalled £1151 2013 £1544
t p acton purchased in the normal course of business and under normal terms and conditions goods to the value of £4419 
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 19 06
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 £238 million 
31 may 2013 £243 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 £116 million 
at 31 may 2014 31 may 2013 £91 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 £40 million commission was charged on the total facility utilisation of £40 million at 20 – 25 per 
annum under the renewed terms the margin will be 13 per annum at 31 may 2014 upon the request of the group the bank 
has issued a guarantee with a value of £40 million 31 may 2013 £40 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 £50 million 31 may 2013 £50 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 5458 — 5458
cost of sales 5182 — 5182 
gross profit 276 — 276
administrative expenses 179 03 182 
operating profit 97 03 94
finance costs 13 03 16 
profit before taxation and net finance cost in respect of defined benefit pension scheme 88 03 85
net finance cost in respect of defined benefit pension scheme 04 03 07
profit before taxation 84 06 78
income tax expense 22 01 21 
profit for the year attributable to equity shareholders 62 05 57
earnings per share pence
basic 131 121
diluted 130 120
headline earnings per share pence
basic 142 131
diluted 141 130
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 62 05 57
items that will never be reclassified to profit or loss  
actuarial loss on defined benefit pension scheme 22 06 16 
tax on items that will never be reclassified to profit or loss 05 01 04 
total comprehensive income for the year 45 — 45
consolidated cash flow statement 
as
previously
reported
ias 19 r
adjustments
restated
£m
operating profit 97 03 94
adjustments for
depreciation of property plant and equipment 30 — 30
amortisation of other intangible assets 06 — 06
sharebased payment expense 03 — 03
issue of shares 02 — 02
difference between pension charge and cash contributions 12 03 09
operating cash flows before movements in working capital 122 — 122
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 nonfinancial 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 3 241 246
investments 4 14 14
255 260
current assets
debtors 5 84 23
cash at bank and in hand 05 08
89 31
creditors amounts falling due within one year 6 163 118
net current liabilities 74 87
total assets less current liabilities 181 173
provisions for liabilities
deferred taxation 7 06 07
net assets 175 166
capital and reserves
called up share capital 8 119 118
other reserves 9 56 48
total shareholders’ funds 10 175 166
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 £24 million 2013 £16 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 straightline 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
sharebased payments
in the year ended 31 may 2014 the company operated two 2013 two equitysettled sharebased payment plans equitysettled 
sharebased payments are measured at fair value excluding the effect of non marketbased vesting conditions at the date of grant 
the fair value determined at the grant date of equitysettled sharebased payments issued to the company’s employees is expensed 
on a straightline basis over the vesting period based on the company’s estimate of shares that will eventually vest and adjusted 
for the effect of non marketbased vesting conditions
the fair value determined at the grant date of equitysettled sharebased payments issued to employees of subsidiary undertakings 
is recognised as an addition to the cost of investment in subsidiary undertakings on a straightline basis over the vesting period based 
on the company’s estimate of shares that will eventually vest and adjusted for the effect of non marketbased 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 nontransferability 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 cashsettled 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 303 05 308
additions 02 — 02
at 31 may 2014 305 05 310
accumulated depreciation
at 1 june 2013 58 04 62
charge for the year 07 — 07
at 31 may 2014 65 04 69
carrying amount
at 31 may 2014 240 01 241
at 31 may 2013 245 01 246
the cost or valuation of freehold land and buildings at 31 may 2014 above includes £72 million 31 may 2013 £72 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 £293 million 31 may 2013 
£292 million cost £65 million 31 may 2013 £59 million accumulated depreciation and £228 million 31 may 2013 £233 million 
net book value 
4 investments in subsidiary undertakings
£m
cost and carrying amount
at 1 june 2013 14
additions —
at 31 may 2014 14
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
sc feeds limited supplier of animal feedstuffs and seeds
nwf fuels limited fuel distribution
evesons fuels limited nontrading
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 71 10
prepayments and accrued income 03 03
corporation tax recoverable 09 09
vat recoverable 01 01
84 23
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 141 93
accruals and deferred income 18 24
other taxation and social security 04 01
163 118
the company has a bank overdraft facility amounting to £10 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 £63 million 
31 may 2013 £77 million which represents loans from group undertakings interest has been charged on these group loans 
in the year at 30 2013 30 per annum the remaining amounts are non interestbearing trade balances
7 deferred taxation 
2014
£m
2013
£m
accelerated capital allowances 07 08
other timing differences 01 01
06 07
the movement on the deferred tax provision in the year was as follows
provision £m
at 1 june 2013 07
credit to the profit and loss account 01
at 31 may 2014 06
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 80000 200
number
of shares
000s
total
£m
allotted and fully paid ordinary shares of 25p each
balance at 1 june 2012 47176 118
issue of shares 128 —
balance at 31 may 2013 47304 118
issue of shares 504 01
balance at 31 may 2014 47808 119
during the year ended 31 may 2014 130142 2013 127517 shares with an aggregate nominal value of £32536 2013 £31879 
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 374340 2013 nil shares with an aggregate nominal value of £93585 2013 £nil 
were issued as part of the consideration paid in the acquisition of sc 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 842526 31 may 2013 826364 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 529565 31 may 2013 627191 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 £106 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 48
profit for the financial year 24
dividends paid see below 23
issue of shares note 8 04
credit to equity for equitysettled sharebased payments note 12 03
at 31 may 2014 56
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 166 169
profit for the financial year 24 16
dividends paid 23 21
issue of shares note 8 05 01
credit to equity for equitysettled sharebased payments note 12 03 03
closing shareholders’ funds 175 166
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 £7688 
as a customer of the group in the year ended 31 may 2014 2013 £12721 at 31 may 2014 the amount outstanding was £1153 
31 may 2013 £621 during the year the highest amount outstanding totalled £2095 2013 £2531 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 £3254 
as a customer of the group in the year ended 31 may 2014 2013 £3620 at 31 may 2014 the amount outstanding was £630 
31 may 2013 £1294 during the year the highest amount outstanding totalled £1151 2013 £1544
t p acton purchased in the normal course of business and under normal terms and conditions goods to the value of £4419 
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 sharebased 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 £03 million in respect of the ltip’s equitysettled sharebased payment transactions 
in the year ended 31 may 2014 2013 £03 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 equitysettled sharebased 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 £02 million 
at 31 may 2014 31 may 2013 £02 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 £01 million 
2013 £01 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 £238 million 
31 may 2013 £243 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 £116 million at 31 may 2014 
31 may 2013 £91 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 £40 million commission is charged on the maximum total facility value of £40 million at 20 – 25 
per annum renewed terms 13 at 31 may 2014 upon the request of the company the bank has issued a guarantee with a value 
of £40 million 31 may 2013 £40 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 £50 million 31 may 2013 £50 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 1030 am 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 41p per share for the year ended 31 may 2014
3  to reelect 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 reelect 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 nonexecutive 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
 61 up to an aggregate nominal amount of £3989370 the equivalent of 15957480 ordinary shares and
 62  comprising equity securities as defined by section 560 of the companies act 2006 ‘the act’ up to an aggregate nominal 
amount of £7978740 the equivalent of 31914960 ordinary shares such amount to be reduced by the nominal amount of 
any relevant securities allotted under paragraph 61 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
 71  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 62 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
 72  the allotment otherwise than pursuant to paragraph 71 above of equity securities up to an aggregate nominal amount 
of £598406 
  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 
andor shares held by the company in treasury to be sold or transferred after such expiry and the board may allot equity 
securities andor 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 hisher 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 hisher 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 1030 am on 23 september 2014
4  only those members entered on the register of members of the company at 600 pm on 23 september 2014 or in the event 
that this meeting is adjourned in the register of members as at 600 pm 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 1030 am on the 25 september 2014 and any adjournments 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 
providers 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 355a 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 
830 am – 530 pm 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 threequarters 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 61 of resolution 6 will if passed authorise the directors to allot the company’s unissued shares up to a maximum 
nominal amount of £3989370 which represents an amount which is equal to onethird 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 62 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 £7978740 which 
represents an amount which is equal to twothirds 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 61 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 preemption 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 preemption rights provided 
by section 561 of the act the authority being sought provides for non preemptive 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 £598406 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 halfyear 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 fullyear results  early august 2015
publication of annual report and accounts  late august 2015
feeds  tel 0800 262397 
  wwwnwfagriculturecouk
food  tel 01829 260704 
  wwwbougheycouk
fuels  tel 01829 260900 
  wwwnwffuelscouk nwf group plc
wardle 
nantwich 
cheshire 
cw5 6bp
telephone 01829 260260 
fax 01829 261042
infonwfcouk 
wwwnwfcouk
nwf group plc annual report and accounts 2014


Summary:
 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 wwwnwfcouk
revenue
£537 7m 15
£5377m 2014
£5458m
£5402m
2013
2012
headline earnings per share
124p 53
124p 2014
131p
78p
2013
2012
operating profit
£85m 96
£85m 2014
£94m
£60m
2013
2012
net debt 
£117m 272
£117m 2014
£92m
£155m
2013
2012
headline profit before tax
£7 7m 94
£77m 2014
£85m
£51m
2013
2012
dividend per share
51p 63
51p 2014
48p
45p
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 19r 
– see notes 1 and 30