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Half-year Results

In brief · summary, not quotable

Macfarlane Group PLC reported interim results for the six months ending June 30, 2026, with revenue increasing 2% to £148.9 million, though profit before tax decreased 5% to £4.7 million. Adjusted operating profit saw a 3% decline to £9.5 million, impacted by the Pitreavie business. The company announced a new £6 million share buyback program commencing in October 2026 and maintained its interim dividend at 0.96p per share. The full-year outlook remains in line with market expectations, with a profit recovery program progressing. Net bank debt stood at £17.9 million as of June 30, 2026.

Half year to 30 Jun 2026NowYear beforeChange
Revenue £148.9m £146.6m +1.6%
Operating profit £7.1m £7.0m +0.4%
Adj. operating profit £9.5m £9.8m −2.9%
Profit before tax £4.7m £5.0m −5.1%
Net income £3.5m £3.7m −6.1%
Cash from operations £10.3m £12.4m −16.9%
Net cash / (debt) (£17.9m) –
Cash £10.0m £13.5m −25.8%

Figures as reported, converted to £ where needed – see all financials.

Full announcement

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Full year outlook remains in line with market expectations

Profit recovery programme progressing

New £6m share buyback programme commencing in October 2026

Financial HighlightsH1 2026 £000H1 2025 £000Increase/ (decrease) %
Statutory Measures
Revenue148,889146,5912%
Gross profit56,20555,3851%
Operating profit7,0587,030-
Profit before tax4,7104,961(5%)
Profit for the period3,4733,699(6%)
Interim dividend (pence)0.96p0.96p-
Diluted earnings per share (pence)2.22p2.32p(4%)
Alternative performance measures
Adjusted operating profit 19,5019,787(3%)
Adjusted profit before tax7,2367,932(9%)
Adjusted diluted earnings per share (pence)3.45p3.78p(9%)

1 See note 2 for reconciliation of Alternative Performance Measures to Statutory Measures.

Key Financial Highlights

  • Group revenue increased by 2% to £148.9m (H1 2025: £146.6m) with operating profit of £7.1m (H1 2025: £7.0m).
  • Group adjusted operating profit reduced by 3% to £9.5m (H1 2025: £9.8m) impacted by the performance of the Pitreavie business.
  • Group adjusted operating profit as a percentage of revenue decreased to 6.4% (H1 2025: 6.7%).
  • Basic and diluted earnings per share were 2.22p per share (H1 2025: 2.32p per share).
  • Packaging Distribution increased revenues to £111.7m (H1 2025: £110.4m) with adjusted operating profit of £5.1m (H1 2025: £4.8m).
  • Manufacturing Operations grew revenues to £40.6m (H1 2025: £39.2m) with adjusted operating profit of £4.4m (H1 2025: £5.0m).
  • Decrease in net cash inflow from operating activities to £10.3m (H1 2025: £12.4m) after investment in inventory to provide contingency against the impact of events in the Middle East.
  • Net bank debt of £17.9m on 30 June 2026 (31 December 2025: £16.2m).
  • The Group is operating well within its bank facility of £40m which runs until November 2028 with an option to extend to November 2029.
  • Following completion of the buy-in transaction on 29 June 2026 the surplus on the pension scheme was £5.3m on 30 June 2026 (31 December 2025: £6.0m) with the Group and trustees targeting a buy-out of the scheme within two years.

Capital Allocation

The interim dividend has been maintained at 0.96p per share (H1 2025: 0.96p per share) - to be paid on 8 October 2026 to shareholders on the register as at 11 September 2026 (ex-dividend date 10 September 2026).

At 30 June 2026 the Group had spent £3.1m of the £4m allocated to the share buyback programme launched in June 2025, buying back 3.8m shares, with the remaining £0.9m expected to be deployed by the end of September 2026.

The Group will allocate an additional £6m to share buybacks to commence in October 2026. At current market valuations and given management focus on the profit recovery programme, the Board believes this is an efficient use of capital. The Group intends to return to executing high-quality acquisitions as business performance improves.

2026 Trading Outlook

Trading is in line with market expectations for the full year to 31 December 2026. Performance in H2 2026 will benefit from momentum in new business growth, control of operating expenses and build on the return to profitability at the Pitreavie business, while continuing to effectively manage the impact of events in the Middle East.

Aleen Gulvanessian, Chair of Macfarlane Group PLC, commented:

"As we said at our AGM, following a difficult year in 2025, our main focus for 2026 was to start the process of profit recovery.

I am pleased to report that the Group has made progress in the first-half of 2026, returning the Packaging Distribution business to organic profit growth, continuing to generate attractive returns from Manufacturing Operations and restoring the Pitreavie business to profitability in the second quarter. This performance gives us confidence to maintain the interim dividend and allocate a further £6m to a new share buyback programme.

We have also taken decisive action to mitigate the cost impacts arising from events in the Middle East and successfully completed the pension scheme buy-in, strengthening security for members while further reducing the Group's financial risk.

Management is focused for the remainder of 2026 on continuing the execution of these actions."

Interim Results - Management Report

Macfarlane Group's trading activities comprise Packaging Distribution and Manufacturing Operations.

Macfarlane's Packaging Distribution business is the UK's leading specialist distributor of protective packaging materials, with a growing presence in Europe. Macfarlane operates in the UK, Ireland, the Netherlands and Germany from 26 Regional Distribution Centres ("RDCs") and three satellite sites, supplying industrial and retail customers with a comprehensive range of protective packaging materials locally, regionally, nationally and internationally.

Competition in the packaging distribution market comes from local and regional protective packaging specialist companies as well as national and international distribution generalists who supply a range of products, including protective packaging materials.

Macfarlane competes effectively on a local basis through its strong focus on customer service, its breadth and depth of product offering and through the recruitment and retention of high-quality staff with good local market knowledge. On a national and international basis, Macfarlane displays market focus, expertise and a breadth of product and service knowledge, all of which enable it to compete effectively against non-specialist packaging distributors.

Packaging Distribution benefits its customers by enabling them to ensure their products are cost-effectively protected in transit and storage through the supply of a comprehensive product range, single-source stock-and-serve supply, just-in-time delivery, tailored stock-management programmes, electronic trading and independent advice on both packaging materials and packing processes. Through the 'Significant Six'1 sales approach we reduce our customers' 'Total Cost of Packaging', improve their sustainability performance and reduce their carbon footprint. This is achieved through supplying effective packaging solutions, optimising warehousing and transportation, reducing damages and returns and improving packaging efficiency.

1 "Significant Six" represents the six key costs in a customers' packing process being transport, warehousing, administration, damages and returns, productivity and customer experience.

H1 2026H1 2025
£000£000
Revenue111,744110,415
Cost of sales(71,500)(71,117)
Gross profit40,24439,298
Operating expenses(35,134)(34,497)
Adjusted operating profit 25,1104,801
Amortisation(1,276)(1,433)
Deferred contingent consideration adjustments-(128)
Operating profit3,8343,240

2 See note 2 for reconciliation of Alternative Performance Measures to Statutory Measures.

The main features of Packaging Distribution performance in H1 2026 were as follows:

  • Revenue ahead of H1 2025, in a weak economic environment, driven by
  • improved new business performance of £5.1m (H1 2025: £3.7m);
  • price inflation, to recover higher input costs, from May 2026.
  • Stable gross margins which were 36.0% in H1 2026 (H1 2025: 35.6%) despite competitive pressures and the inflationary impact on input prices due to events in the Middle East.
  • Operating expenses controlled at 31.4% of revenue (H1 2025: 31.2%) with active efficiency programmes offsetting inflation in labour costs, driven by higher National Insurance costs, redundancy costs as part of an ongoing programme to reduce costs, the annual pay award effective from 1 April 2026 and higher logistics costs.
  • Adjusted operating profit as a percentage of revenue increased to 4.6% (H1 2025: 4.3%).

The priorities for Packaging Distribution in H2 2026 are to:

  • Manage effectively the incremental input costs arising from events in the Middle East to ensure these are recovered or offset by efficiency programmes in sales, logistics and administration.
  • Ensure benefits of cost reduction actions in H1 2026 are fully realised.
  • Accelerate and convert new business momentum in industrial sectors where we can most effectively implement the benefits of our leading sales tools, processes, world class sales training and the recent sales recruitment programme.
  • Build on the progress we have made in Europe through our "Follow the Customer" programme.
  • Strengthen our key supplier relationships, both nationally and locally.
  • Continue to develop both sales and cost synergies through the relationship with our Manufacturing Operations.
  • Achieve benefits from information technology investments and our relaunched web-based solutions offering to provide customers with more effective online access to our full range of products and services.
  • Maintain our focus on working capital management to facilitate future investment and manage effectively the ongoing risk within the current weak economic environment.

In the medium-term, the Group is targeting a recovery in Packaging Distribution's adjusted operating margin to over 7.5%.

Manufacturing Operations comprises our 11 Macfarlane Packaging Design and Manufacture business units. These are focused on the design, manufacture and assembly of bespoke protective packaging solutions for customers requiring cost-effective methods of protecting high value products in storage and transit. We also manufacture corrugated boxes for customers across a diverse range of industries.

The main materials we use are corrugate, timber and foam and we also design specialist cases. The businesses supply both directly to customers and through the national RDC network of the Packaging Distribution business.

Key market sectors are aerospace, space, defence, medical equipment, electronics, automotive, e-commerce retail, household equipment and food and drink. The markets we serve are highly fragmented, with a range of locally based competitors. We differentiate our market offering through technical expertise, design capability, industry accreditations and national coverage through the Packaging Distribution business.

ExcludingExcluding
PitreaviePitreavieH1 2026PitreaviePitreavieH1 2025
£000£000£000£000£000£000
Revenue28,03612,56040,59626,67912,53339,212
Inter-segment revenue(2,498)(953)(3,451)(2,601)(435)(3,036)
External revenue25,53811,60737,14524,07812,09836,176
Cost of sales(13,438)(7,746)(21,184)(12,286)(7,803)(20,089)
Gross profit12,1003,86115,96111,7924,29516,087
Operating expenses(7,609)(3,961)(11,570)(7,263)(3,838)(11,101)
Adjusted operating profit 14,491(100)4,3914,5294574,986
Amortisation(882)(285)(1,167)(890)(306)(1,196)
Operating profit3,609(385)3,2243,6391513,790
  • See note 2 for reconciliation of Alternative Performance Measures to Statutory Measures.

The main features of Manufacturing Operations performance, excluding Pitreavie in H1 2026, were:

  • An increase in revenue of £1.4m to £28.0m driven by stronger demand from existing customers in defence and electronics sectors; offset by
  • A lower gross margin of 43.2% (H1 2025: 44.2%) due to rising input costs;
  • Higher operating expenses, primarily related to increased activity, incremental National Insurance costs and higher logistics costs.
  • Adjusted operating profit was broadly unchanged at £4.5m and adjusted operating profit as a percentage of revenue reduced to 16.0% (H1 2025: 17.0%).

Pitreavie delivered an adjusted operating loss of £0.1m (H1 2025: Profit £0.5m; H2 2025: Loss £0.6m). This was due to restrictions in operating capacity and outsourcing of manufacturing to third party suppliers prior to the installation and commissioning of new equipment during Q1 2026. The loss was minimised by good retention of customers, the partnership with Packaging Distribution and the support of supply partners during a challenging period for the business, with revenues remaining robust but adjusted operating profit impacted by lower gross margins. The business returned to profitability in Q2 2026. The medium-term target is to recover the Pitreavie adjusted operating profit to over £2m per annum broadly in line with the performance of the business when it was acquired in January 2025.

The priorities for Manufacturing Operations, including Pitreavie, in H2 2026 are to:

  • Build on the return to profitability of Pitreavie following the restoration of the business to full operating capacity in Q2 2026.
  • Continue strengthening the relationship with our Packaging Distribution businesses to create both sales and cost synergies.
  • Increase momentum of new business growth in target sectors, e.g. medical, defence, aerospace and space.
  • Work with our customers to effectively manage raw material price changes.
  • Achieve both sales and cost synergies through closer working between the acquired businesses.

Risks and Uncertainties

The Group operates a formal framework for the identification and evaluation of the major business risks faced by each business and determines an appropriate course of action to manage these risks.

The principal risks and uncertainties which could impact on the performance of the Group, together with the mitigating actions, were outlined on pages 26 to 32 in our Annual Report and Accounts for 2025 (available on our website at www.macfarlanegroup.com). These remain the same for the remaining six months of the current financial year with those considered highest priority for the Group summarised below:

  • Given the range of prolonged geopolitical and economic uncertainties within the UK and other markets, there is an ongoing risk this will adversely affect our ability to deliver upon agreed strategic initiatives. We may also need to adapt our business quickly to limit the impact upon the Group's results, prospects and reputation.
  • The markets we operate in are changing, with customers increasingly aware of the environmental impact of their packaging and environmental regulatory requirements for packaging suppliers.
  • Failure to respond to strategic shifts in the market, including the impact of weaknesses in the economy as well as disruptive behaviour from competitors, changing customer needs (e.g. changing customer priorities between online and physical buying) and the increasing regulatory interventions targeted at improving sustainability could limit the Group's ability to continue to grow revenues or potentially contribute to a failure to meet market expectations.
  • The Group's businesses are impacted by disruption to our supply chains as well as inflationary pressures. In particular, changes to commodity-based raw material prices, manufacturer energy costs, foreign exchange movements as well as increased bureaucracy, freight and tariff costs related to imports lead to increases to supplier input pricing and the potential for erosion of profitability within the Group's businesses, if we are unable to pass these onto customers.
  • The increasing frequency and sophistication of cyber attacks is a risk which potentially threatens the confidentiality, integrity and availability of the Group's data and IT systems. These attacks could cause reputational damage and fines in the event of personal data being compromised.
  • Gulvanessian Chair

P.D. Atkinson Chief Executive

Gray Finance Director

J.W.F. Baird Non-Executive Director

D.L. Whyte Non-Executive Director

D.B. Stirling Non-Executive Director

The Directors confirm that, to the best of their knowledge:-

  • the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting;
  • the interim management report includes a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
  • the interim management report includes a fair review of the information required by DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

Approved by the Board of Directors on 27 August 2026 and signed on its behalf by

………………………….. ………………………

Peter D. Atkinson Ivor Gray

Chief Executive Finance Director

MACFARLANE GROUP PLC

CONDENSED CONSOLIDATED INCOME STATEMENT (UNAUDITED)

FOR THE SIX MONTHS ENDED 30 JUNE 2026

Six months to 30 June 2026 £000Six months to 30 June 2025 £000Year to 31 December 2025 £000
Note
Continuing operations
Revenue4148,889146,591300,810
Cost of sales(92,684)(91,206)(188,639)
Gross profit56,20555,385112,171
Distribution costs(6,716)(6,583)(13,464)
Administrative expenses(42,431)(41,772)(86,212)
Operating profit47,0587,03012,495
Finance costs5(2,348)(2,069)(4,445)
Profit before tax4,7104,9618,050
Tax6(1,237)(1,262)(1,734)
Profit for the period3,4733,6996,316
Earnings per share8
Basic2.22p2.32p3.99p
Diluted2.22p2.32p3.98p
MACFARLANE GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
FOR THE SIX MONTHS ENDED 30 JUNE 2026
Six months to 30 June 2026 £000Six months to 30 June 2025 £000Year to 31 December 2025 £000
Items that may be reclassified to profit or lossNote
Foreign currency translation differences(83)178282

Items that will not be reclassified to profit or loss

Six months to 30 June 2026 £000Six months to 30 June 2025 £000Year to 31 December 2025 £000
Remeasurement of pension scheme liability10(803)(568)(1,943)
Tax recognised in other comprehensive income
Tax on remeasurement of pension scheme liability11200142486
Other comprehensive income for the period, net of tax(686)(248)(1,175)
Profit for the period3,4733,6996,316
Total comprehensive income for the period2,7873,4515,141
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
FOR THE SIX MONTHS ENDED 30 JUNE 2026
NoteShare Capital £000Share Premium £000Capital Redemption Reserve £000Revaluation ReserveOwn Shares £000Translation Reserve £000Retained Earnings £000Total £000
At 1 January 202639,31914,49658170(360)30366,153120,562
Comprehensive income
Profit for the period------3,4733,473
Foreign currency translation differences-----(83)-(83)
Remeasurement of pension scheme liability10------(803)(803)
Tax on remeasurement of pension scheme liability11------200200
Total comprehensive income-----(83)2,8702,787
Transactions with shareholders
Dividends7------(4,212)(4,212)
Purchase of own shares(363)-363---(989)(989)
Share-based payments----160-(81)79
Total transactions with shareholders(363)-363-160-(5,282)(5,122)
At 30 June 202638,95614,49694470(200)22063,741118,227
MACFARLANE GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
FOR THE SIX MONTHS ENDED 30 JUNE 2025
NoteShare Capital £000Share Premium £000Capital Redemption Reserve £000Revaluation ReserveOwn Shares £000Translation Reserve £000Retained Earnings £000Total £000
At 1 January 202539,90014,496-70(429)2169,215123,273
Comprehensive income
Profit for the period------3,6993,699
Foreign currency translation differences-----178-178
Remeasurement of pension scheme liability10------(568)(568)
Tax on remeasurement of pension scheme liability11------142142
Total comprehensive income-----1783,2733,451
Transactions with shareholders
Dividends7-----(4,302)(4,302)
Purchase of own shares(62)-62-(47)-(293)(340)
Share-based payments----116-(16)100
Total transactions with shareholders(62)-62-69-(4,611)(4,542)
At 30 June 202539,83814,4966270(360)19967,877122,182
MACFARLANE GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
NoteShare Capital £000Share Premium £000Capital Redemption Reserve £000Revaluation ReserveOwn Shares £000Translation Reserve £000Retained Earnings £000Total £000
At 1 January 202539,90014,496-70(429)2169,215123,273
Comprehensive income
Profit for the period------6,3166,316
Foreign currency translation differences-----282-282
Remeasurement of pension scheme liability10------(1,943)(1,943)
Tax on remeasurement of pension scheme liability11------486486
Total comprehensive income-----2824,8595,141
Transactions with shareholders
Dividends7-----(5,822)(5,822)
Purchase of own shares(581)-581-(47)-(2,083)(2,130)
Share-based payments----116-(16)100
Total transactions with shareholders(581)-581-69-(7,921)(7,852)
At 31 December 202539,31914,49658170(360)30366,153120,562
MACFARLANE GROUP PLC
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) AT 30 JUNE 2026
30 June 202630 June 202531 December 2025
Note£000£000£000
Non-current assets
Goodwill and other intangible assets102,476108,623104,933
Property, plant and equipment15,31813,32114,945
Right of use assets55,88149,51156,257
Trade and other receivables353535
Deferred tax assets11276321276
Retirement benefit surplus105,2569,2176,036
Total non-current assets179,242181,028182,482
Current assets
Inventories23,62822,04121,234
Trade and other receivables62,46858,96958,193
Current tax asset1,0322,0911,502
Cash and cash equivalents910,04313,52814,383
Total current assets97,17196,62995,312
Total assets4276,413277,657277,794
Current liabilities
Trade and other payables60,11957,64855,592
Provisions31,025138
Current tax liabilities6371,291604
Lease liabilities910,3208,8489,904
Bank borrowings927,97428,68230,544
Total current liabilities99,05397,49496,782
Net current liabilities(1,882)(865)(1,470)
Non-current liabilities
Deferred tax liabilities1110,29412,67811,092
Deferred contingent consideration-2,407-
Provisions412480441
Lease liabilities948,42742,41648,917
Total non-current liabilities59,13357,98160,450
Total liabilities158,186155,475157,232
Net assets4118,227122,182120,562
Equity
Share capital38,95639,83839,319
Share premium14,49614,49614,496
Capital redemption reserve94462581
Revaluation reserve707070
Own shares(200)(360)(360)
Translation reserve220199303
Retained earnings63,74167,87766,153
Total equity118,227122,182120,562
MACFARLANE GROUP PLC
CONDENSED CONSOLIDATED CASH FLOW STATEMENT (UNAUDITED)
FOR THE SIX MONTHS ENDED 30 JUNE 2026
Six months to 30 JuneSix months to 30 JuneYear to 31 December
Note2026 £0002025 £0002025 £000
Profit before tax4,7104,9618,050
Adjustments for:
Amortisation of intangible assets2,4762,6295,238
Depreciation of property, plant and equipment1,3321,2522,605
Depreciation of right-of-use assets5,4024,98210,226
Deferred contingent consideration-128(1,532)
Goodwill impairment--1,625
Loss/(gain) on disposal of property, plant and equipment2(8)229
Finance costs2,3482,0694,445
Operating cash flows before movements in working capital16,27016,01330,886
Increase in inventories(2,394)(1,736)(929)
(Increase)/decrease in receivables(4,275)5211,297
Increase in payables4,6412,6541,345
Decrease in provisions(164)(54)(980)
Other non-cash movements(94)182325
Pension administration costs1361092,180
Cash generated from operations14,12017,68934,124
Income taxes paid(1,330)(3,192)(4,878)
Interest paid(2,503)(2,113)(4,466)
Net cash inflow from operating activities10,28712,38424,780
Investing activities
Acquisitions-(10,667)(12,897)
Proceeds on disposal of property, plant and equipment6123187
Purchase of software development(58)-(81)
Purchases of property, plant and equipment(1,714)(1,422)(4,573)
Net cash flows from investing activities(1,766)(11,966)(17,364)
Financing activities
Dividends paid7(4,212)(4,302)(5,822)
Purchase of own shares(989)(240)(2,130)
Drawdown of bank borrowings29,43039,50068,500
Repayment of bank borrowings(32,000)(31,859)(57,243)
Repayment of lease obligations9(5,090)(4,671)(9,266)
Net cash flows from financing activities(12,861)(1,572)(5,961)
Net (decrease)/increase in cash and cash equivalents(4,340)(1,154)1,455
Cash and cash equivalents at beginning of period14,38312,92812,928
Cash and cash equivalents at end of period10,04311,77414,383

MACFARLANE GROUP PLC SIX MONTHS ENDED 30 JUNE 2026 NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Reconciliation to condensed consolidated cash flow statement

Six months to 30 June 2026 £000Six months to 30 June 2025 £000Year to 31 December 2025 £000
Cash and cash equivalents per the balance sheet9Six months to 30 June 2026 £000 10,043Six months to 30 June 2025 £000 13,528Year to 31 December 2025 £000 14,383
Bank overdraft-(1,754)-
Balances per the cash flow statement10,04311,77414,383

Basis of preparation

Macfarlane Group PLC is a public company listed on the London Stock Exchange, incorporated and domiciled in the United Kingdom and registered in Scotland.

The Group's annual financial statements for the year ended 31 December 2025 were prepared in accordance with United Kingdom adopted international accounting standards. This condensed set of interim financial statements has been prepared in accordance with United Kingdom adopted International Financial Reporting Standard IAS 34 Interim Financial Reporting.

This condensed set of interim financial statements has been prepared applying the accounting policies that were applied in the preparation of the company's published consolidated financial statements for the year ended 31 December 2025. There were no major changes from the adoption of new IFRSs in 2026.

Key sources of estimation uncertainty

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. Due to the nature of estimation, the actual outcomes may well differ from these estimates. The Directors have assessed the impact of climate change and consider that this does not have a significant impact on these financial statements. The key sources of estimation uncertainty that have a significant effect on the carrying amounts of assets and liabilities are discussed below:

Retirement benefit obligations

The determination of any defined benefit pension scheme liability is based on assumptions determined with independent actuarial advice. The key assumptions used include discount rate, inflation rate and mortality assumptions, for which a sensitivity analysis is provided in Note 10. The Directors consider that those sensitivities represent reasonable sensitivities which could occur in the next financial period.

Valuation of deferred contingent consideration

The valuation of deferred contingent consideration at both acquisition date and the balance sheet date is measured at fair value. This involves the assessment of forecast future cash flows against earn-out targets agreed with the sellers of acquired businesses over a period of up to two years. This assessment is based on the directors' best estimate using the information available at the relevant dates. However, there remains a risk that the actual payment differs from the amount assumed as consideration within the PPA accounting and from the amount recorded as a liability at the balance sheet date. Deferred contingent considerations are recognised as a liability in trade and other payables and are remeasured to fair value of £2.6m at the balance sheet date, all due within one year, based on a range of outcomes between £Nil and £3.6m. Trading in the post-acquisition period supports the remeasured value of £2.6m.

Goodwill impairment

The determination of the value in use of the Pitreavie CGU is based on assumptions that have inherent uncertainty. The key assumptions used include revenue growth, discount rate and growth in perpetuity, for which a sensitivity analysis is provided in note 9 of the Annual Report and Accounts 2025 for 2025. The directors consider that those sensitivities represent reasonable sensitivities which could occur in the next financial year.

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2026

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Basis of preparation

Critical accounting judgements

Property provisions

Property provisions of £0.4m have been recognised as at 30 June 2026 (2025: £1.5m), representing the Directors' best estimate of dilapidations on property leases. The Directors have made the judgement that no provision is required for certain property leases where there is no intention to exit, having considered a number of factors including the extent of modifications to the property, the terms of the lease agreement, and the condition of the property.

Contingent liability - Pitreavie incident

As detailed in note 14 based on information available to date and taking into account there is very limited information from which to estimate the possible magnitude or timing of any resultant payments, management currently believes that the investigation is not expected to have a material adverse impact on the Group's Financial Statements. Consequently, no provision has been recognised in these financial statements in respect of this matter.

Cash generating units ('CGUs')

Goodwill and other intangible assets acquired through business combinations have been allocated, for impairment testing purposes, to groups of CGUs. The identification of the groups of CGUs used for impairment testing is considered a critical accounting judgement. The grouped CGUs are Distribution, Manufacturing (excluding Pitreavie), and Pitreavie. This is also the lowest level at which the Group monitors the value of goodwill and other intangible assets for internal management purposes. Changes to the Group's organisational structure, integration of acquisitions, or changes in management reporting may require the reassessment of CGU groups.

No other significant critical judgements have been made in the current or prior year.

Business activities, risks and financing

The Group's business activities, together with the factors likely to affect its future development, performance and financial position, are set out in the Interim Management Report.

The Group's principal financial risks in the medium term relate to liquidity and credit risk. Liquidity risk is managed by ensuring that the Group's day-to-day working capital requirements are met by having access to banking facilities with suitable terms and conditions to accommodate the requirements of the Group's operations. The Group has a committed borrowing facility of £40m with Bank of Scotland PLC and HSBC UK Bank plc in place until November 2028, with an option to extend to November 2029. The facility bears interest at normal commercial rates and carries standard financial covenants in relation to interest cover and leverage. Credit risk is mitigated by applying considerable rigour in managing the Group's trade receivables. The Directors believe that the Group is adequately placed to manage its financial risks effectively, despite any economic uncertainty.

The Directors have reviewed the Group's cash and profit projections, which they believe are based on prudent market data and past experience taking account of reasonably possible changes in trading performance given current market and economic conditions. The Directors are of the opinion that these projections show that the Group should be able to operate within the current facility and comply with its banking covenants.

In assessing the going concern basis, the Directors have considered the Group's business activities, the financial position of the Group and the Group's risks and uncertainties. The Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future, a period of not less than 12 months from the date of this report. For this reason, this condensed set of financial statements has been prepared on the going concern basis.

Approval and review of condensed financial statements

These condensed financial statements were approved by the Board of Directors on 27 August 2026. As in previous years, the set of condensed financial statements for the half-year is unaudited.

Alternative performance measures

In measuring the financial performance and position, the financial measures used in certain limited cases are derived from the reported results in order to eliminate factors which due to their unusual nature and size distort year-on-year comparisons to a material extent and/or provide useful information to stakeholders. Where such items arise, the directors will classify such items as separately disclosed and provide details of these items to enable users of the accounts to understand the impact on the financial statements.

To the extent that a measurement under Generally Accepted Accounting Principles ("GAAP") is adjusted for a separately disclosed item, this is referred to as an Alternative Performance Measure ("APM"). We believe that the APMs defined below, and the comparable GAAP measurement, provides a useful basis for measuring the underlying financial performance and position of the Group and its businesses when compared to similar companies.

Adjusted operating profit is defined as operating profit before customer relationships and brand values amortisation, goodwill impairment, deferred contingent consideration adjustments and IAS19 past service costs.

Adjusted profit before tax is defined as profit before tax, customer relationships and brand values amortisation, goodwill impairment, deferred contingent consideration adjustments and IAS19 past service costs.

Adjusted diluted earnings per share is defined as diluted earnings per share before, customer relationships and brand values amortisation per share, goodwill impairment per share, deferred contingent consideration adjustments per share, IAS19 past service costs per share and related tax per share.

Alternative Performance MeasuresAmortisation £000Goodwill ImpairmentDeferred Contingent Consideration AdjustmentsIAS19 Past Service Cost AdjustmentTaxStatutory Measures
£000£000£000£000£000£000£000
Six months to 30 June 2026
Adjusted operating profit9,501(2,443)----7,058Operating profit
Adjusted profit before tax7,236(2,443)-(83)--4,710Profit before tax
Adjusted diluted earnings per share (pence)3.45p(1.56)p-(0.05)p-0.38p2.22pDiluted earnings per share (pence)
Six months to 30 June 2025
Adjusted operating profit9,787(2,629)-(128)--7,030Operating profit
Adjusted profit before tax7,932(2,629)-(342)--4,961Profit before tax
Adjusted diluted earnings per share (pence)3.78p(1.65)p-(0.21)p-0.40p2.32pDiluted earnings per share (pence)
Year to 31 December 2025
Adjusted operating profit19,689(5,171)(1,625)1,532(1,930)-12,495Operating profit
Adjusted profit before tax15,573(5,171)(1,625)1,203(1,930)-8,050Profit before tax
Adjusted diluted earnings per share (pence)7.62p(3.26)p(1.03)p0.76p(1.22)p1.11p3.98pDiluted earnings per share (pence)

General information

Comparative figures for the year ended 31 December 2025 are extracted from Macfarlane Group's statutory accounts for 2025. The information for the year ended 31 December 2025 does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. A copy of the statutory accounts for that year has been reported on by the Company's auditor and delivered to the Registrar of Companies. The report of the auditor on 26 February 2026 was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

Segmental information

The Group's principal business segment is Packaging Distribution, comprising the distribution of packaging materials in the UK, Ireland and Europe. This comprises 75% of Group revenue and 54% of Group operating profit. The Group's Manufacturing Operations segment comprises the design, manufacture and assembly of timber, corrugated and foam-based packaging materials in the UK. This comprises 25% of Group revenue and 46% of Group operating profit.

Six months to 30 June 2026 £000Six months to 30 June 2025 £000Year to 31 December 2025 £000
Group segment - total revenue
Packaging Distribution111,744110,415229,150
Manufacturing Operations40,59639,21278,472
Inter-segment revenue(3,451)(3,036)(6,812)
Revenue148,889146,591300,810
Trading results - continuing operations
Packaging Distribution
Total and external revenue111,744110,415229,150
Cost of sales(71,500)(71,117)(148,372)
Gross profit40,24439,29880,778
Operating expenses(35,134)(34,497)(69,405)
Adjusted operating profit5,1104,80111,373
Amortisation(1,276)(1,433)(2,803)
Deferred contingent consideration adjustments-(128)(128)
IAS 19 past service cost--(1,764)
Operating profit3,8343,2406,678
Manufacturing Operations
Total revenue40,59639,21278,472
Inter-segment revenue(3,451)(3,036)(6,812)
External revenue37,14536,17671,660
Cost of sales(21,184)(20,089)(40,267)
Gross profit15,96116,08731,393
Operating expenses(11,570)(11,101)(23,077)
Adjusted operating profit4,3914,9868,316
Amortisation(1,167)(1,196)(2,368)
Deferred contingent consideration adjustments--1,660
Goodwill impairment--(1,625)
IAS 19 past service cost--(166)
Operating profit3,2243,7905,817
4. Segmental information (continued)
Six months to 30 June 2026 £000Six months to 30 June 2025 £000Year to 31 December 2025 £000
Operating profit - continuing operations
Packaging Distribution3,8343,2406,678
Manufacturing Operations3,2243,7905,817
Operating profit7,0587,03012,495
Finance costs (note 5)(2,348)(2,069)(4,445)
Profit before tax4,7104,9618,050
Tax (note 6)(1,237)(1,262)(1,734)
Profit for the period3,4733,6996,316
30 June 2026 £00030 June 2025 £00031 December 2025 £000
Total assets
Packaging Distribution191,164192,958193,825
Manufacturing Operations85,24984,69983,969
Total assets276,413277,657277,794
Net assets
Packaging Distribution61,84562,36462,494
Manufacturing Operations56,38259,81858,068
Net assets118,227122,182120,562
5. Finance costsSix months to 30 June 2026 £000Six months to 30 June 2025 £000Year to 31 December 2025 £000
Interest on bank borrowings8118781,767
Interest on leases1,6131,2352,872
Finance income relating to defined benefit pension scheme (note 10)(159)(258)(523)
Finance charge relating to deferred contingent consideration83214329
Net finance costs2,3482,0694,445
6. TaxSix months to 30 June 2026 £000Six months to 30 June 2025 £000Year to 31 December 2025 £000
Current tax
UK corporation tax1,7061,7443,540
Foreign tax129145276
Prior year adjustments-43(215)
Total current tax1,8351,9323,601
Total deferred tax (note 11)(598)(670)(1,867)
Total tax1,2371,2621,734

Tax for the six months ended 30 June 2026 has been charged at 25% (2025 - 25%) representing the best estimate of the effective tax charge for the full year. Deferred tax assets and liabilities at 30 June 2026 have been calculated based on the long-term corporation tax rate of 25%, which had been substantively enacted at that date.

7. DividendsSix months to 30 June 2026 £000Six months to 30 June 2025 £000Year to 31 December 2025 £000

Amounts recognised as distributions to equity holders in the period

Final dividend 2.70p per share (2025: 2.70p per share)4,2124,3024,302
Interim dividend (2025: 0.96p per share)--1,520
Distributions in the period4,2124,3025,822

An interim dividend of 0.96p per share, payable on 8 October 2026, was declared on 27 August 2026 and has therefore not been included as a liability in these condensed financial statements.

8. Earnings per share EarningsSix months to 30 June 2026 £000Six months to 30 June 2025 £000Year to 31 December 2025 £000
Profit for the period3,4733,6996,316
Number of shares '00030 June 202630 June 202531 December 2025
Weighted average number of shares in issue156,480159,559158,774
Less shares held by the EBT(196)(296)(287)
Weighted average number of shares- basic156,284159,263158,487
Effect of Long-Term Incentive Plan awards in issue-116116
Weighted average number of shares - diluted156,284159,379158,603
Basic earnings per share2.22p2.32p3.99p
Diluted earnings per share2.22p2.32p3.98p
9. Analysis of changes in net debt
Cash and cash equivalents £000Bank borrowing £000Lease liabilities £000Total debt £000
At 1 January 202512,928(14,846)(42,876)(44,794)
Non-cash movements
Acquisitions1,093(4,441)(4,477)(7,825)
Disposals--44
New Leases--(8,534)(8,534)
Exchange movements--(34)(34)
Lease modifications--(18)(18)
Cash movements(493)(9,395)4,671(5,217)
At 30 June 202513,528(28,682)(51,264)(66,418)
Non-cash movements
Disposals--986986
New leases--(863)(863)
Exchange movements--(22)(22)
Lease modifications--(12,253)(12,253)
Cash movements855(1,862)4,5953,588
At 31 December 202514,383(30,544)(58,821)(74,982)
Non-cash movements
Disposals--238238
New lease s--(4,560)(4,560)
Exchange movements--99
Lease modifications--(703)(703)
Cash movements(4,340)2,5705,0903,320
At 30 June 202610,043(27,974)(58,747)(76,678)
Total cash movements for 2025362(11,257)9,266(1,629)
Net bank debtNet bank debt £000
At 30 June 202610,043(27,974)(17,931)
At 31 December 202514,383(30,544)(16,161)

Cash and cash equivalents (which are presented as a single class of asset on the balance sheet) comprise cash at bank and other short-term highly liquid investments with maturity of three months or less.

Retirement benefit obligations

The figures below have been prepared by Aon based on the results of the triennial actuarial valuation of the Macfarlane Group PLC Pension & Life Assurance Scheme (1974) (the 'Scheme') as at 1 May 2023 updated to 30 June 2025, 31 December 2025 and 30 June 2026. The Scheme completed the purchase of a bulk annuity (buy-in) policy from Royal London on 29 June 2026 which fully insured the Scheme's liabilities, with the exception of post buy-in data reconciliations and adjustments. The Scheme investments and the Scheme's net surplus position post this buy-in transaction, as calculated under IAS 19, are as follows:

Investment class30 June 2026 £00030 June 2025 £00031 December 2025 £000
Equities
Multi-asset diversified growth funds-2,404-
Bonds
Liability-driven Investment funds-32,60837,216
Other investments
Multi asset credit fund-10,3163,048
Securitised credit funds-16,55816,157
Insured assets52,026--
Cash5,5101,0295,779
Fair value of Scheme investments57,53662,91562,200
Present value of Scheme liabilities(52,280)(53,698)(56,164)
Pension Scheme surplus5,2569,2176,036

These amounts were calculated using the following principal assumptions as required under IAS 19:

Assumptions30 June 202630 June 202531 December 2025
Discount rate5.95%5.50%5.45%
Rate of increase in pensionable salaries0.00%0.00%0.00%
Rate of increase in pensions in payment3% or 5% for fixed increases or 2.90% for LPI3% or 5% for fixed increases or 2.88% for LPI3% or 5% for fixed increases or 2.80% for LPI
PIE take up rate0%60%30%
Inflation assumption (RPI)3.05%3.00%2.90%
Inflation assumption (CPI)2.75%2.60%2.60%
Life expectancy beyond normal retirement age of 65
Scheme member aged 55 Male 22.7 years22.5 years22.7 years
Female 24.2 years24.2 years24.2 years
Scheme member aged 65 Male22.2 years21.9 years22.2 years
Female23.5 years23.5 years23.5 years
Average uplift for GMP service0.40%0.40%0.40%
Six months to 30 June 2026 £000Six months to 30 June 2025 £000Year to 31 December 2025 £000
Movement in scheme surplus in the period
At start of period6,0369,6369,636
Administration costs incurred(136)(109)(250)
Net finance income159258523
Past service cost--(1,930)
Re-measurement of pension scheme liability in the period(803)(568)(1,943)
At end of period5,2569,2176,036

Retirement benefit obligations (continued)

Sensitivity to key assumptions

Key assumptions used for IAS 19 are discount rate, inflation and mortality. If different assumptions were used, then this could have a material effect on the surplus. Assuming all other assumptions are held static then a movement in the following key assumptions would affect the level of the surplus as shown below:-

Assumptions30 June 2026 £00030 June 2025 £00031 December 2025 £000
Discount rate movement of +1.0%4,9435,0775,152
Inflation rate movement of +0.25%(170)(186)(181)
Mortality movement of +1 year in age rating(2,173)(2,232)(2,311)

Positive figures reflect a reduction in Scheme liabilities and therefore an increase in the Scheme surplus. Following completion of the buy-in transaction on 29 June 2026 most of the Scheme liabilities are now fully insured. As a result of the transaction, the sensitivities above will be smaller as the value of the buy-in asset will change in line with the Scheme liabilities.

Six months to 30 June 2026 £000Six months to 30 June 2025 £000Year to 31 December 2025 £000
Movement in fair value of Scheme investments
Scheme investments at start of period62,20064,10864,108
Interest income1,6201,6983,410
Return on scheme assets (exc. amount shown in interest income)(3,369)(888)(1,066)
Administration costs incurred(136)(109)(250)
Benefits paid(2,779)(1,894)(4,002)
Scheme investments at end of period57,53662,91562,200
Movement in present value of Scheme liabilities
Scheme liabilities at start of period(56,164)(54,472)(54,472)
Interest cost(1,461)(1,440)(2,887)
Past service cost--(1,930)
Actuarial gain due to the changes in financial and experience2,566320(877)
Benefits paid2,7791,8944,002
Scheme liabilities at end of period(52,280)(53,698)(56,164)

Basis of recognition of surplus

Macfarlane Group PLC, based on legal opinion provided, has an unconditional right to a refund of surplus assets assuming the full settlement of plan liabilities in the event of a wind up of the Macfarlane Group PLC Pension & Life Assurance Scheme (1974) (the 'Scheme'). Furthermore, in the ordinary course of business the trustees have no rights to unilaterally wind up the Scheme, or otherwise augment the benefits due to members of the Scheme. Based on these rights, any net surplus in the Scheme is recognised in full.

Investments

The Trustees review the Scheme investments regularly and consult with the Company regarding any changes.

Funding

Following the completion of the triennial actuarial valuation at 1 May 2023, Macfarlane Group PLC is not required to pay further deficit reduction contributions.

​

11. Deferred taxTax losses less accelerated capital allowances £000Other intangible assets £000Retirement Benefit Obligations £000Total £000
At 1 January 2025(1,261)(7,122)(2,409)(10,792)
Acquisitions(686)(1,691)-(2,377)
Credited/(charged) in income statement62646(38)670
Charged in other comprehensive income--142142
At 30 June 2025(1,885)(8,167)(2,305)(12,357)
Credited in income statement1176284521,197
Credited in other comprehensive income--344344
At 1 January 2026(1,768)(7,539)(1,509)(10,816)
Credited in income statement
Current period-604(6)598
Charged in other comprehensive income--200200
At 30 June 2026(1,768)(6,935)(1,315)(10,018)
Deferred tax assets276--276
Deferred tax liabilities(2,044)(6,935)(1,315)(10,294)
At 30 June 2026(1,768)(6,935)(1,315)(10,018)

Related party transactions

Related party transactions for 2025 are disclosed in note 26 of the 2025 Annual Report. The Directors are satisfied that, other than the changes in the Retirement Benefit Obligations disclosed in note 10 above, there have been no changes which could have a material effect on the financial position of the Group in the first six months of the financial year.

Transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed.

Details of individual and collective remuneration of the Company's Directors and dividends received by the Directors for calendar year 2026 will be disclosed in the Group's 2026 Annual Report. Peter Atkinson and Ivor Gray hold option awards over 2,177,073 and 1,170,826 ordinary shares respectively under the Macfarlane Group PLC Long Term Incentive Plan awarded in 2024, 2025 and 2026.

There are no other related party transactions during the six-month period which require disclosure.

Post balance sheet events

There are no post balance sheet events requiring disclosure.

Contingent liability

One of the Group's subsidiaries, Pitreavie Packaging Limited ("Pitreavie"), is subject to an ongoing investigation by the authorities in relation to an incident on 7 October 2025 at its Cumbernauld manufacturing facility, which tragically resulted in the death of an employee. The investigation is ongoing with no updates to report and Pitreavie management has not received any notification or indication of the likely outcome. The authorities have the power to issue enforcement notices or to initiate legal prosecution for breach of health and safety law which, if found to apply in this case, could result in significant fines.

Based on information available to date and taking into account there is very limited information from which to estimate the possible magnitude or timing of any resultant payments, management currently believes that the foregoing is not expected to have a material adverse impact on the Group's Financial Statements.

The Group will continue to monitor the progress of the investigation and will recognise a provision if and when it becomes probable that a material outflow of economic benefits will be required to settle an obligation, and a reliable estimate can be made.

Interim Report

The interim report will be posted to shareholders on 14 September 2026. Copies will be available from the registered office, 3 Park Gardens, Glasgow G3 7YE and available on the Company's website, www.macfarlanegroup.com, from that date.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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