Half Year Results

Thursday 12 March 2026

VOLUTION GROUP PLC

Interim results for the six months ended 31 January 2026

Strong first half performance; good organic growth and further organic margin expansion

Volution Group plc ("Volution" or "the Group" or "the Company", LSE: FAN), a leading international designer and manufacturer of energy efficient indoor air quality solutions, today announces its unaudited interim financial results for the six months ended 31 January 2026.

RESULTS SUMMARY

FINANCIAL HIGHLIGHTS

· Total revenue growth of 21.7%, of which +4.2% (constant currency "cc") organic, +16.4% inorganic and +1.1% favourable currency impact

· Strong volume-led organic revenue growth of +4.2% (cc), with each of the UK, Continental Europe and Australasia growing organically

· Adjusted operating profit margin of 22.6%, with organic margin expansion of 40bps offset by anticipated Fantech dilution

· Good cash conversion of 98% with debt leverage at 1.3x, as our business continues to generate strong cash flow enabling us to execute our organic and inorganic growth strategy

· Interim dividend up 17.6% to 4.0 pence per share demonstrating the Board's confidence in the Group's prospects

OPERATIONAL HIGHLIGHTS

· Agreement to acquire AC Industries with completion on 2 February 2026, further strengthening our broad proposition in Australasia, giving us exposure to new and fast-growing end markets in gold and copper mining

· Continued to strengthen our regional management structure, with particular attention to the leadership roles reporting to each regional director

· Low carbon revenue increased to 72.1%, with continued growth in heat recovery and low carbon continuous running solutions

· Capex of £4.3 million (H1 25: £2.8 million) included investment in injection moulding capacity in the UK, Nordics metal fabrication capability, and our ongoing facility expansion programme in ERI, North Macedonia

Commenting on the Group's performance, Ronnie George, Chief Executive Officer, said:

"I am delighted to report another strong performance in the first half of FY26, extending our track record of delivering sustainable double-digit compounding growth. All three regions achieved constant currency organic revenue growth in line with or ahead of our 3-5% target range, alongside organic operating margin expansion driven by positive sales mix, sourcing and engineering initiatives, and continued operational efficiencies.

The short to medium-term outlook for the Group remains very encouraging, supported by favourable regulatory tailwinds and market dynamics. Whilst end markets remain uncertain, with for example the slower than expected recovery in UK construction volumes, our geographic diversity continues to provide resilience. The Nordic region, which has faced significant challenges in recent years, is showing encouraging signs of recovery, and demand for our decentralised heat recovery retrofit solutions in the Netherlands remains robust.

It was also an exciting period for our acquisition strategy. The successful integration of Fantech, acquired last year, contributed to total revenue growth of 21.7%. The acquisition of AC Industries on 2 February 2026, further strengthens our position in Australia and provides entry into the attractive underground gold and copper mining ventilation systems markets. Volution's strong and dependable cash generation continues to provide headroom to pursue further compelling acquisition opportunities.

We are mindful of the recent heightened geopolitical instability, and we remain agile and proactive to the potentially changing conditions. Following the Group's strong first half performance, we expect to make further strategic and operational progress in the second half of the year and the Board now expects adjusted earnings per share for FY26 to be at the top end of the range of market forecasts*."

* Current market forecasts for the year ending 31 July 2026 are for adjusted earnings per share in the range of 35.0p to 36.5p with a consensus of 35.8p (Source: Bloomberg)

-Ends-

[1] The Group uses some alternative performance measures to track and assess the underlying performance of the business. These measures include adjusted operating profit, adjusted operating profit margin, adjusted profit before tax, adjusted basic EPS, adjusted operating cash flow, return on invested capital and adjusted operating cash flow conversion. The reconciliation of the Group's statutory profit before tax to adjusted measures of performance is summarised in note 2 to the interim condensed consolidated financial statements. For a definition of all the adjusted and non-GAAP measures, please see the glossary of terms in note 15 to the interim condensed consolidated financial statements.

For further information: 

A meeting for analysts will be held at 09:30am GMT today, Thursday 12 March 2026, at the offices of FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD. Please contact [email protected] to register to attend or for instructions on how to connect to the meeting via conference facility.

A copy of this announcement and the presentation given to analysts will be available on our website www.volutiongroupplc.com on Thursday 12 March 2026.

Volution Group plc Legal Entity Identifier: 213800EPT84EQCDHO768.

Note to Editors:

Volution Group plc (LSE: FAN) is a leading international designer and manufacturer of energy efficient indoor air quality solutions. Volution Group comprises 30 key brands across three regions:

UK: Vent-Axia, Manrose, Diffusion, National Ventilation, Airtech, Breathing Buildings, Torin.

Continental Europe: Fresh, PAX, VoltAir, Kair, Air Connection, inVENTer, Ventilair, ClimaRad, ERI Corporation, VMI, I-Vent.

Australasia: Simx, Ventair, Manrose, DVS, Fantech, Ideal Air, NCS Acoustics, Air Design, Major Air, Systemaire, Burra Steel, ACI.

For more information, please go to: www.volutiongroupplc.com

Cautionary statement regarding forward-looking statements

This document may contain forward-looking statements which are made in good faith and are based on current expectations or beliefs, as well as assumptions about future events. You can sometimes, but not always, identify these statements by the use of a date in the future or such words as "will", "anticipate", "estimate", "expect", "project", "intend", "plan", "should", "may", "assume" and other similar words. By their nature, forward-looking statements are inherently predictive and speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. You should not place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to factors that could cause our actual results to differ materially from those expressed or implied by these statements. The Company undertakes no obligation to update any forward-looking statements contained in this document, whether as a result of new information, future events or otherwise.

CHIEF EXECUTIVE OFFICER'S REVIEW

Overview

Volution delivered a strong first‑half performance, continuing the excellent momentum built throughout FY25. Although end markets remained challenging-with low levels of new‑build volume and ongoing inflationary pressures in both labour and materials-we continue to capitalise on regulatory tailwinds and specific market dynamics. Our agility has enabled us to gain share and win new accounts, supporting continued organic growth. We are particularly pleased that all three geographic regions achieved revenue and profit growth versus the prior year, with each region also delivering an increase in organic operating profit margins.

I remain hugely thankful for the significant contribution our more than 2,200 colleagues across the Group make in delivering our purpose of providing "Healthy Air, Sustainably." Once again, we have made strong progress in employee engagement and participation across all areas of the business.

Volution has continued to deliver organic revenue growth despite mixed and often challenging end‑market conditions. Our organic growth of 4.2% at constant currency (cc) in the first half continues our track record of year‑on‑year growth, and I am proud to lead an organisation that performs with such resilience and consistency. We also benefited from the inorganic growth driven by the acquisition of Fantech Group in December 2024-our largest acquisition to date-which increased revenue by 16.4%, contributing to overall growth of 21.7% (20.6% at cc).

In the first half of FY26, Volution faced continued inflation in labour and material costs. We addressed these challenges through appropriate price management, operational excellence, manufacturing efficiency, value engineering and product innovation. Multiple initiatives across all regions offset much of the inflation, leading to our organic margin improvement across the Group.

Having listed in 2014 with annual revenues of around £100 million, I am delighted that Volution is firmly on track to exceed £500 million in annual revenue in the foreseeable future. Our strategy-targeting 3-5% organic growth, complemented by inorganic expansion, to consistently deliver more than 10% total revenue growth-has proven robust and reliable throughout our time as a listed business.

Our inorganic strategy continues to deliver. The Fantech acquisition has been successfully integrated over the past year. On 2 February 2026, we completed the acquisition of AC Industries, an Australian ventilation provider for gold and copper mines, which immediately boosts earnings and further strengthens and diversifies our position in Australasia.

We have a strong balance sheet, with our debt leverage at 31 January 2026 (before the ACI acquisition) at 1.3x. Our business continues to generate strong cash flow, supporting our strategy for further inorganic growth. Volution will also continue to use its solid cash generation to invest in the business, expanding production capacity in North Macedonia and adding further capacity from completing moulding and extrusion projects in the UK.

Throughout this period, we have continued to strengthen our regional management structure, with particular attention to the leadership roles reporting to each regional director. This structure has now been in place for over a year and is proving effective, as local regions collaborate closely to develop their teams. As we expand both organically and through acquisitions, we are placing significant emphasis on management capacity and capability. I feel fortunate to be supported by such a strong team.

During the period we appointed a new UK Operations Director, overseeing all UK manufacturing and fulfilment, and we are in the process of recruiting a new leader in Germany, where market conditions have been challenging for several years. We were also delighted to welcome a new Group IT Director, who will lead and support our teams in using technology as a driver of operational excellence, innovation and business growth.

To address the Group's growing management needs, we are finalising a new management development initiative called "The Leadership Impact Programme." This programme, designed by our Group HR Director, builds upon the success of our previous Management Development Programme and aims to highlight our agile and entrepreneurial way of running the business. The Leadership Impact Programme will launch in the second half of FY26.

Results

Revenue grew by 21.7%, (+20.6% at cc), organic growth of +4.2%(cc), inorganic growth of +16.4% and a positive impact of +1.1% from foreign currency translation.

Adjusted operating profit increased by 21.1% to £51.6 million in H1 2026 from £42.6 million in the prior period. Statutory operating profit was £44.0 million (H1 2025: £31.6 million). Adjusted operating margins decreased by 10bps to 22.6% (H1 2025: 22.7%) due to the margin-dilutive impact from the acquisition last year of Fantech. On a purely organic basis, margins increased to 23.1% from 22.7% in the prior year, a testament to our focus on operational excellence and upselling capabilities across the Group.

Adjusted profit before tax was £46.5 million, up 20.7% versus the prior period (H1 2025: £38.6 million). Statutory profit before tax was £37.6 million, up 46.5% versus the prior period (H1 2025: £25.7 million).

Adjusted basic earnings per share increased by 19.0% to 18.2 pence (H1 2025: 15.3 pence). Statutory basic earnings per share increased by 52.6% to 14.5 pence (H1 2025: 9.5 pence).

Adjusted operating cash inflow increased to £51.6 million (H1 2025: £47.9 million), giving a cash conversion of 98% (H1 2025: 110%).

Acquisitions

On 10 December 2025 we announced the signing of an agreement to acquire AC Industries, in Australasia, for an initial consideration of AUD$150.3 million (£76.0 million) on a debt free cash free basis, with a further contingent consideration opportunity of up to AUD$28.9 million (£14.8 million) based on stretching EBITDA targets for the period ending 31 July 2029. The transaction, which completed shortly after the period end, further strengthens our broad proposition in Australasia and gives us exposure to a new and fast-growing end markets in gold and copper mining.

Our operating model produces consistently strong cash generation and is supported by an ongoing pipeline of acquisition opportunities that ensure we are well placed to continue our inorganic revenue growth ambitions whilst maintaining strong returns on invested capital.

Regulatory drivers and indoor air quality

Regulations aimed at improving energy performance of buildings and increasing indoor air quality continue to be a supportive feature in our markets.

In the UK, the Future Homes Standard is now signposted for launch Q1 2026. This will reduce the carbon emission from buildings further and provide net zero ready homes. The Home Energy Model is delayed beyond that date and so SAP 10.3 will continue to be the sole approved calculation method for carbon emissions. This will continue to support the adoption of energy efficient ventilation solutions that we have seen since the 2021 Building Regulation changes in the UK.

In addition, Awaab's Law, which was introduced through the Social Housing (Regulation) Act 2023 came into force in October 2025. This requires social housing landlords to investigate and remedy damp and mould hazards within strict legal timeframes, strengthening ongoing demand for effective ventilation solutions to prevent moisture build-up and ensure compliance with indoor air quality standards.

The implementation of the revised EU Energy Performance of Buildings Directive (EPBD) continues to progress, with national renovation plans under review and full implementation expected from 2026 onwards. The Directive is expected to accelerate the decarbonisation of Europe's building stock and drive increased adoption of energy-efficient ventilation solutions, particularly in the renovation sector. The Group is well positioned to benefit from these structural market drivers across its continental European operations.

In Australia, NCC2025 Preview was published 1 February 2026, providing early access to the next edition. Jurisdictions can consider adoption from 1 May 2026. In respect to the changes, the focus has been on Volume 1 (commercial buildings), with the largest change to impact Volution being a significant increase in stringency on fan efficiency requirements, helping drive demand for lower carbon solutions.

Focus on sustainability

The proportion of our revenue from low carbon products continues to grow. We are now at 72.1%, (H1 2025: 67.8%) with regulatory tailwinds driving the growth versus prior year. Our proportion of sales of heat recovery products was 34.8% excluding Fantech (32.5% H1 25). In Fantech, heat recovery is currently only 3% of sales, however integration is going well with new products from the Group introduced in H1 2026, supporting further growth in the category.

The proportion of recycled plastics used in our manufacturing marginally decreased to 82.3% (H1 2025: 84.6%). This has primarily been driven by limited availability of recycled polymer. In the period we increased our usage of recycled polymers by 7.4%, although overall usage grew faster. We are trialling new sources of recycled material to enable increased adoption across the Group and expect improvement for the second half.

Our reportable accident frequency rate has increased slightly to 0.21 per 100,000 hours worked compared to 0.15 for H1 2025. We have continued to focus on improving safety culture, encouraging reporting of all incidents, including minor events that may have previously gone unrecorded. Importantly, the data provides valuable insight that is being used to target preventative measures, reinforce training and further enhance risk controls.

Interim dividend

The Board has declared an interim dividend of 4.0 pence per share, up 17.6% (H1 2025: 3.4 pence), reflecting the strong first half performance and demonstrating the Board's confidence in the Group's prospects. The interim dividend will be paid on 5 May 2026 to shareholders on the register at the close of business on 27 March 2026.

Outlook

I am delighted to report another strong performance in the first half of FY26, extending our track record of delivering sustainable double-digit compounding growth. All three regions achieved constant currency organic revenue growth in line with or ahead of our 3-5% target range, alongside organic operating margin expansion driven by positive sales mix, sourcing and engineering initiatives, and continued operational efficiencies.

The short to medium-term outlook for the Group remains very encouraging, supported by favourable regulatory tailwinds and market dynamics. Whilst end markets remain uncertain, with for example the slower than expected recovery in UK construction volumes, our geographic diversity continues to provide resilience. The Nordic region, which has faced significant challenges in recent years, is showing encouraging signs of recovery, and demand for our decentralised heat recovery retrofit solutions in the Netherlands remains robust.

It was also an exciting period for our acquisition strategy. The successful integration of Fantech, acquired last year, contributed to total revenue growth of 21.7%. The acquisition of AC Industries on 2 February 2026, further strengthens our position in Australia and provides entry into the attractive underground gold and copper mining ventilation systems markets. Volution's strong and dependable cash generation continues to provide headroom to pursue further compelling acquisition opportunities.

We are mindful of the recent heightened geopolitical instability, and we remain agile and proactive to the potentially changing conditions. Following the Group's strong first half performance, we expect to make further strategic and operational progress in the second half of the year and the Board now expects adjusted earnings per share for FY26 to be at the top end of the range of market forecasts*.

Ronnie George

Chief Executive Officer

11 March 2026

* Current market forecasts for the year ending 31 July 2026 are for adjusted earnings per share in the range of 35.0p to 36.5p with a consensus of 35.8p (Source: Bloomberg)

Regional Review

UK revenue increased by 3.8% to £86.5 million, with adjusted operating profit rising to £22.7 million, an improvement of £1.3 million (6.2%) compared to the previous year. The adjusted operating profit margin rose to 26.3%, up from 25.7% in H1 2025, supported by substantial value engineering efforts, a growing proportion of low carbon continuous ventilation solutions in the product mix, and ongoing initiatives focused on operational excellence. This margin expansion is notable given investments made to increase installed capacity, particularly with the establishment of a new residential heat recovery systems facility in Dudley, West Midlands.

The Company continues its commitment to delivering innovative ventilation systems, supported by exceptional customer service. Market data indicates further gains in residential market share during the first half of the year.

Residential

Revenue in our Residential sector increased by 4.2% to £57.4 million (H1 2025: £55.1 million). The consistent growth in residential sales over recent years, especially when measured against the strong comparator period in FY25, underscores this achievement.

Our residential ventilation activities target three market areas: UK public and private refurbishment, and new home construction. Growth was largely driven by new build, while refurbishment remained stable. Our Vent-Axia brand continued to expand, especially with the "Revive" ventilation range and a new integrated system developed with Switchee, which includes wireless air quality monitoring. Though initial revenue from this product is modest, we expect ongoing innovation will maintain our leadership.

Awaab's Law has heightened awareness of mould and condensation risks, resulting in good demand across social housing. Our private RMI activity remained resilient despite generally low levels of consumer confidence and rental market trends. Regulatory changes since 2022 have accelerated adoption of continuous ventilation systems in new build, which continued to be the best performing residential category in H1. Heat recovery penetration now stands at 41.2% in our UK new build.

Despite our continued positive momentum, the low level of UK housing starts to present a challenge. We do though anticipate that improvements in interest rates, affordability, and planning should be supportive of stronger demand in the coming years.

Commercial

Revenue in the Commercial sector dropped 7.3% to £13.3 million (H1 2025: £14.4 million). Despite investments in factory capacity and manufacturing at Dudley, UK commercial performance was weaker than expected as the market environment continued to be challenging. We are underweight in this market but continue investing in personnel and manufacturing capabilities to support growth. Sales leadership changes in Breathing Buildings and Diffusion brands aim to sharpen our focus. We are enhancing our product portfolio for the London fan coil market and new schools building programmes, positioning us well for future opportunities. Operational improvements and product enhancements have strengthened our ability to capitalise on the commercial market moving forward.

Export

Revenue in the Export sector increased by 20.3% to £8.2 million (H1 2025: £6.8 million).

This represents continued strong growth during the first half of the year, sustaining previous positive revenue trends. In Ireland, we maintain a solid partnership with our distributor and are consistently meeting growing demand. The Irish residential construction market remains active, with adoption of energy-efficient ventilation solutions advancing considerably faster than in the UK. Progress in other export markets is ongoing, and the pipeline of opportunities remains promising.

OEM

Revenue in the OEM sector rose by 7.6% to £7.6 million (H1 2025: £7.0 million).

We continue to achieve steady progress in OEM operations, emphasising improvements in both quality and delivery reliability. Our strategic focus on low-energy motorised impellers for heating and ventilation has contributed to acquiring new accounts and strengthening our position with existing clients. The manufacturing team has implemented substantial enhancements to factory performance, resulting in a growing forward order book and development pipeline. The operational excellence programme in Swindon is progressing well, with further initiatives scheduled for the second half of FY26.

Continental Europe

Revenue in Continental Europe reached £75.4 million, representing an increase of 10.7% (5.3% at cc). Adjusted operating profit rose to £19.1 million from £16.4 million in the same period of the previous year, corresponding to a profit growth of approximately 16%.

Adjusted operating margins improved to 25.3%, up from 24.1% in H1 2025, supported by a continued shift towards low carbon revenue streams and an ongoing emphasis on operational excellence.

Nordics

Revenue in the Nordics totalled £26.6 million (H1 2025: £23.9 million), an increase of 11.5% (4.1% at cc).

After a prolonged period of subdued performance in the Nordic market, initial indications suggest a gradual recovery is underway. The residential refurbishment segment has demonstrated resilience and is showing upward momentum. In the new build sector, particularly in Sweden and Finland, our order book has grown and there is a sense of improved market sentiment. While our exposure remains greater in refurbishment, we have made substantial investments in our facilities to better support the new build segment. We have initiated a comprehensive range improvement programme focused on new build to position ourselves for increased market share in this area moving forward.

Central Europe

Revenue in Central Europe reached £48.8 million, up from £44.2 million in the first half of 2025 - a rise of 10.2% (6.0% at cc).

In Germany, our revenue has stabilised after a difficult period. A new German managing director will join us in April 2026, and we have hired an experienced ventilation specialist who brings a fresh perspective as the market becomes more receptive to new growth opportunities. With support from our Regional Leadership team and brands like ClimaRad and I-Vent, we are well positioned to leverage our product portfolio and capture additional market share.

ClimaRad stood out as Europe's star performer in the first half, delivering sustained, strong revenue growth. We continue to invest in the team, expand the Sarajevo production facility, and develop our range of products. Our heat recovery and ventilation solutions for residential refurbishments in the Netherlands have excelled again this year, establishing a robust pipeline of future opportunities.

In North Macedonia, Energy Recovery Industries is making investments aimed at expansion. Refurbishment of the new factory is progressing well and once complete, our manufacturing space will have doubled. The team remains focused on broadening our product offering, enabling us to gain market share where we currently lag behind.

Belgium and France continue to experience challenging market conditions. Measures have been taken in Belgium to lower costs, and the local team is prepared to capitalise on the residential construction sector when it picks up again. In France, several initiatives to boost product gross margins have yielded positive results. Although progress toward expanding our product range and market share has been slow, we plan to launch our new mechanical extract ventilation system tailored to the French market in the second half of FY26.

Australasia

Revenue in Australasia reached £66.8 million (H1 2025: £36.4 million), an 83.6% increase (87.8% at cc) primarily driven by the acquisition of Fantech, alongside organic revenue growth of 3.3% at cc. Adjusted operating profit rose by 75.3% to £13.6 million (H1 2025: £7.8 million), while our adjusted operating margin decreased as anticipated to 20.4% (H1 2025: 21.4%) owing to Fantech's lower margin profile.

We marked one year since the completion of the Fantech acquisition in December 2024. Under the leadership of Anthony Lamaro, our regional operations have progressed substantially, with a robust team now supporting market-leading positions in residential and commercial ventilation across Australia and New Zealand. Notably, the successful integration of both new and legacy brands has yielded a strengthened market proposition.

While construction market conditions in Australasia remain comparable to those in the UK and Europe, continuous improvements are being made through operational excellence practices and collaboration among group functional leaders in procurement, technical, product management, and people and culture. Further substantial opportunities for efficiency enhancements and product cost optimisation have been identified and will be closely monitored throughout the second half of FY26 and beyond.

Revenue growth in the first half was significantly bolstered by the Fantech acquisition, increasing 87.8% at cc year-over-year. Organic growth amounted to 3.3% at cc, comprising a 5.2% at cc increase in residential activity and a 1.9% at cc decline within the Commercial sector.

Residential

Residential organic revenue grew by 5.2% at cc, despite ongoing challenges in New Zealand, where our Simx brand has faced difficulties in recent years. Nevertheless, sizeable progress has been achieved with the DVS brand since its 2023 acquisition. Local teams are finalising succession plans, as original owners Tony and Liz Sandes and Sue Roberts are due to depart before the end of FY26. With their support, we have established significant improvements in both gross and operating profit margins, and additional opportunities exist for further revenue and margin uplifts.

In Australia, residential ventilation spans multiple brands; Ventair continues to focus on ceiling fans and refurbishment projects, while Fantech provides more tailored solutions. The team has identified several requirements for new low-carbon products, with notable launches planned for the year's second half.

Commercial

Commercial activities generated £31.5 million in the first half (H1 2025: £9.6 million), reflecting a marked increase due to the Fantech acquisition. Organic revenue declined by 1.9% at cc, attributable to subdued demand in Australia's commercial construction market. Our portfolio has shifted towards new builds and large-scale refurbishments, sectors experiencing project delays yet presenting pent-up demand. Successful launches of new commercial heat recovery systems signify industry movement toward energy-efficient products and ventilation with heat recovery, although decarbonisation is progressing at a slower pace compared to Europe.

Several product and factory optimisation initiatives are underway to enhance profitability, including increased insourcing for fan casing production at Burra Steel factory and additional measures to reduce costs by internalising previously outsourced procurement needs.

Acquisition

On 2 February 2026 (post period end), we completed the acquisition of AC Industries for an upfront consideration of AUD$150.3 million (£76.0 million). We warmly welcome Tony Wigg and his experienced team to the Group and look forward to supporting their ambitious growth strategy. AC Industries commands a leading position in ventilation ducting systems within Australia; we will support the Company to leverage this strength and expand internationally to increase its global presence in gold and copper mining ventilation systems.

FINANCIAL REVIEW

The Group uses some alternative performance measures to track and assess the underlying performance of the business. These measures include adjusted operating profit, adjusted operating profit margin, adjusted profit before tax, adjusted basic EPS, adjusted operating cash flow, return on invested capital and adjusted operating cash flow conversion. The reconciliation of the Group's statutory profit before tax to adjusted measures of performance is summarised in note 2 to the interim condensed consolidated financial statements. For a definition of all the adjusted and non-GAAP measures, please see the glossary of terms in note 15 to the interim condensed consolidated financial statements.

Results review

Group revenue for the six months ended 31 January 2026 increased by 21.7% to £228.7 million (H1 2025: £187.8 million). Organic growth at constant currency (cc) was 4.2%, inorganic growth (Fantech) contributed 16.4%, and there was a favourable impact of 1.1% from foreign exchange movements.

Adjusted operating profit grew by 21.1% to £51.6 million (H1 2025: £42.6 million) with adjusted operating margins in the period of 22.6% (H1 2025: 22.7%). Organic margins increased by 0.4pp offset by a dilutive mix impact of 0.5pp due to the lower margin inorganic revenue from Fantech.

Statutory operating profit grew by 39.1% to £44.0 million (H1 2025: £31.6 million). The £7.6 million of adjustments from statutory to adjusted operating profit (H1 2025 £11.0 million) all related to acquisitions and comprised:

· £nil: Amortisation of acquired inventory fair value adjustment (H1 2025: £4.2 million)

· £1.3 million: Re-measurement of contingent consideration (H1 2025: £nil). The £1.3 million charge in the period related to DVS in New Zealand following a strong improvement in recent financial performance

· £5.9 million: Amortisation of intangible assets acquired through business combinations (H1 2025: £4.9 million)

· £0.4 million: Cost associated with business (H1 2025: £1.9 million)

Adjusted profit before tax was £46.5 million, up 20.7% versus the prior period (H1 2025: £38.6 million).

Statutory profit before tax was £37.6 million, up 46.5% versus the prior period (H1 2025: £25.7 million). The difference of £8.9 million between adjusted and statutory profit before tax consists of the £7.6 million of adjusting items described above and in addition:

· £0.5 million: Unwinding of discount on consideration was (H1 2025: £3.1 million). 

· £0.8 million loss: Due to the fair value measurement of financial instruments (H1 2025: gain of £1.2 million)

Adjusted basic earnings per share increased by 19.0% to 18.2 pence (H1 2025: 15.3 pence). Statutory basic earnings per share increased by 52.6% to 14.5 pence (H1 2025: 9.5 pence).

Cash generation in the period was strong, underpinned by good working capital performance, with adjusted operating cash conversion ahead of our 90% target, coming in at 98% (H1 2025: 110%).

The Board has declared an interim dividend of 4.0 pence per share, up 17.6% (H1 2025: 3.4 pence).

Finance costs

Adjusted finance costs increased to £5.1 million (H1 2025: £3.6 million), reflecting the increase in bank debt due to the acquisition of Fantech. The weighted average interest rate on our borrowings (all of which are part of the Group's sustainability linked Revolving Credit Facility) for the period was 4.4% compared to 5.0% in the first half of financial year 2025.

Statutory net finance costs were £5.9 million (H1 2025: £2.4 million) including £0.8 million of net loss on the revaluation of financial instruments (H1 2025: gain £1.2 million).

Currency impact

Aside from Sterling, the Group's key trading currencies for our non-UK businesses are the Australian Dollar, representing 22% of Group H1 revenues, Euro (23%), Swedish Krona (7%) and New Zealand Dollar (7%). We do not hedge the translational exchange impact associated with the conversion of the results of overseas subsidiaries, although we do denominate borrowings in our non-Sterling trading currencies, which offsets some of the translation risk relating to net assets.

The favourable translation impact in the period was due to the strengthening of the Euro and Swedish Krona versus sterling. Translation impact was adverse in respect of the New Zealand and Australian dollars, though worth noting that there has been a marked strengthening of the Australian dollar versus Sterling post the balance sheet date.

The average rates of Sterling versus our principal non-Sterling trading currencies for the period are shown in the table below.

As at 31 January 2026 the Group had borrowings of £249.1 million (31 July 2025: £144.7 million), of which £66.2 million was denominated in Euros, £16.5 million in Swedish Kronor and £166.4 million in Australian dollars. The increase since the year end was due to the deferred consideration payment of AUD$60 million (£29.7 million) relating to Fantech and the drawdown for the initial consideration of AUD$150 million (£75.9 million) for the acquisition of ACI which was completed on the 2 February 2026. The Sterling value of these foreign currency denominated loans, net of cash, increased by £6.2 million as a result of exchange rate movements (H1 2025: decreased by £2.5 million).

Transactional foreign exchange exposures arise principally in the form of US$ denominated purchases from our suppliers in the Far East. We aim to purchase a substantial proportion of our expected requirements approximately twelve months forward and, as such, we have forward currency contracts in place for approximately 85% of our forecast average forward requirements for the next twelve months (approximately $25 million).

Taxation

Our underlying effective tax rate on adjusted profit before tax was 22.5%. This compares with a full year FY2025 rate of 21.8%, the increase of 0.7 percentage points on our effective tax rates due to the acquisition of Fantech with higher tax rates in Australia (30%) compared to the rest of the Group.

We expect our medium term underlying effective tax rate to be in the range of 22% to 25% of the Group's adjusted profit before tax.

Cash flow and net debt

Group cash conversion, defined as adjusted operating cash flow as a percentage of adjusted earnings before interest, tax and amortisation (see note 15 for definitions) was 98% (H1 2025: 110%). Performance in the period remained ahead of our stated Group target of 90%, however slightly lower than prior period as a result of an increase of working capital versus a decrease in the prior period.

Working capital on a constant currency basis increased by £4.0 million in the period (H1 2025: decrease of £1.0 million). Inventories (£74.8 million) increased by £2.1 million on a constant currency basis compared to 31 July 2025 position (H1 2025: reduced by £1.2 million), lower than the increase in sales volumes. Receivables (£70.5 million) decreased by £8.0 million relative to 31 July 2025 position, due to a combination of seasonality in Australasia (low activity month in January due to Christmas / summer vacation period compared to July) and good collection management in the UK. Payables (£75.4 million) decreased by £10.1 million again partly reflecting Australasia seasonality as well as lower payables in UK and lower provisions for bonuses, audit and professional fees and acquisition related costs.

Capital expenditure in the period was £4.3 million (H1 2025: £2.8 million), with highlights in the period being our investment in injection moulding capacity in our Reading facility in the UK (£0.9 million), Nordics metal fabrication capability (£0.2 million), our ongoing facility expansion programme in ERI, North Macedonia (£0.3 million) and new product development related activity of £0.9 million.

Dividend payments in the period were £14.7 million (H1 2025: £12.3 million) and tax payments were a little higher at £8.4 million (H1 2025: £8.2 million).

Acquisition spend consisted of £29.6 million (H1 2025: £106.7 million) related to the Fantech deferred consideration of AUD$60 million.

Net debt at 31 January 2026 was £185.7 million (H1 2025: £186.8 million) and includes bank borrowings of £249.1 million (H1 2025: £158.9 million) and lease liabilities of £43.0 million (H1 2025: £38.6 million), net of cash and cash equivalents of £106.4 million (H1 2025: £10.7 million). Net debt (excluding lease liabilities) of £142.7 million (H1 2025: £148.2 million) represents leverage of 1.3x adjusted EBITDA (H1 2025: 1.5x).

Bank facilities, refinancing and liquidity

On 9 January 2026, the Group increased its multicurrency 'Sustainability Linked Revolving Credit Facility' from £230 million to £270 million, with a remaining accordion facility of £30 million (31 July 2025: £70 million).

At 31 January 2026, the Group had £20.9 million of undrawn, committed bank facilities (31 July 2025: £85.3 million) and £106.4 million of cash and cash equivalents (31 July 2025: £18.7 million).

1 A reconciliation of the Group's statutory profit before tax to adjusted measures of performance are shown in detail in note 2 to the interim condensed consolidated financial statements.

Reconciliation of adjusted operating cash flow

High returns on invested capital (ROIC)

The Group's ROIC (pre-tax) for the period was 24.6%, measured as adjusted operating profit for the last 12 months (LTM) divided by average net assets, after adding back net debt, acquisition related liabilities, and historic goodwill and acquisition related amortisation charges (net of the associated deferred tax). The measure also excludes the goodwill and intangible assets arising from the original transaction that created the Group when it was bought out via a leveraged buy-out transaction by private equity house Towerbrook Capital Partners in 2012.

We use a "3 point" methodology for the calculation of average net assets, and H1 2026 represents the first period in which all three points include the net assets associated with the acquisition of Fantech. The movement in ROIC from 25.2% at 31 July 2025 to 24.6% in H1 2026 reflects an organic improvement of 10bps, due to continued organic operating margin improvement, offset by the impact of including Fantech fully in the calculation. 

At the time of entry to the Group acquisitions will be dilutive to ROIC, however our track record of improving the returns post-acquisition, coupled with continued organic growth and strong margins, provides us with confidence of maintaining Group ROIC above 20% over the medium term while continuing to invest to grow the business.

Returns to shareholders

Our adjusted basic earnings per share for the period was 18.2 pence (H1 2025: 15.3 pence) and our statutory basic earnings per share for the period was 14.5 pence (H1 2025: 9.5 pence). The Board has declared an interim dividend of 4.0 pence (H1 2025: 3.4 pence), up 17.6% in total.

Going concern

After reviewing the Group's current liquidity, net debt, covenants, financial forecasts and stress testing of potential risks, the Board confirms there are no material uncertainties which impact the Group's ability to continue as a going concern for the period to 31 July 2027 and these interim condensed consolidated financial statements have therefore been prepared on a going concern basis.

Andy O'Brien

Chief Financial Officer

11 March 2026

Principal Risks and Uncertainties

The Directors have reviewed the principal risks and uncertainties which could have a material impact on the Group's performance. Whilst there has been an increase in global economic uncertainty, the Directors have concluded that they has been no material change from those described in Volution's Annual Report 2025, which can be found at www.volutiongroupplc.com.

Statement of Directors' Responsibilities

The Directors confirm that to the best of their knowledge:

The condensed consolidated set of financial statements has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' as adopted by the United Kingdom and that the interim management report includes a fair review of the information required by:

(a) DTR 4.2.7R of the Disclosure Guidance 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 financial year; and

(b) DTR 4.2.8R of the Disclosure Guidance 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 the performance of the Group during that period; and any changes in the related party transactions described in the Annual Report 2025 that could do so.

The full list of current Directors can be found on the Company's website at www.volutiongroupplc.com.

By order of the Board

Ronnie George Andy O'Brien

Chief Executive Officer Chief Financial Officer

11 March 2026 11 March 2026

Independent Review Report to Volution Group plc

Report on the condensed consolidated interim financial statements

Our conclusion

We have reviewed Volution Group plc's condensed consolidated interim financial statements (the "interim financial statements") in the Interim results of Volution Group plc for the 6 month period ended 31 January 2026 (the "period").

Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

The interim financial statements comprise:

● the Interim Condensed Consolidated Statement of Financial Position as at 31 January 2026;

● the Interim Condensed Consolidated Statement of Comprehensive Income for the period then ended;

● the Interim Condensed Consolidated Statement of Cash Flows for the period then ended;

● the Interim Condensed Consolidated Statement of Changes in Equity for the period then ended; and

● the explanatory notes to the interim financial statements.

The interim financial statements included in the Interim results of Volution Group plc have been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

Basis for conclusion

We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Financial Reporting Council for use in the United Kingdom ("ISRE (UK) 2410"). A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We have read the other information contained in the Interim results and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.

Conclusions relating to going concern

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed. This conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410. However, future events or conditions may cause the group to cease to continue as a going concern.

Responsibilities for the interim financial statements and the review

Our responsibilities and those of the directors

The Interim results, including the interim financial statements, is the responsibility of, and has been approved by the directors. The directors are responsible for preparing the Interim results in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority. In preparing the Interim results, including the interim financial statements, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so.

Our responsibility is to express a conclusion on the interim financial statements in the Interim results based on our review. Our conclusion, including our Conclusions relating to going concern, is based on procedures that are less extensive than audit procedures, as described in the Basis for conclusion paragraph of this report.

Use of this report

This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, 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.

PricewaterhouseCoopers LLP

Chartered Accountants

London

11 March 2026

Interim Condensed Consolidated Statement of Comprehensive Income

For the period ended 31 January 2026

Interim Condensed Consolidated Statement of Financial Position

At 31 January 2026

The interim condensed consolidated financial statements of Volution Group plc (registered number: 09041571) were approved by the Board of Directors and authorised for issue on 11 March 2026.

On behalf of the Board

Ronnie George Andy O'Brien

Chief Executive Officer Chief Financial Officer

Interim Condensed Consolidated Statement of Changes in Equity

For the period ended 31 January 2026

Interim Condensed Consolidated Statement of Cash Flows

For the period ended 31 January 2026

Notes to the Interim Condensed Consolidated Financial Statements

For the period ended 31 January 2026

Volution Group plc (the Company) is a public limited company and is incorporated and domiciled in the UK (registered number: 09041571). The share capital of the Company is listed on the London Stock Exchange. The address of its registered office is Fleming Way, Crawley, West Sussex RH10 9YX.

The unaudited interim condensed consolidated financial statements were authorised for issue by the Board of Directors on 11 March 2026.

1. Basis of preparation

These condensed consolidated financial statements have been prepared in accordance with UK-adopted International Accounting Standards (IAS) 34 'Interim financial reporting'. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the Annual Report 2025. The financial information for the half years ended 31 January 2026 and 31 January 2025 do not constitute statutory accounts within the meaning of Section 434(3) of the Companies Act 2006 and are unaudited.

The annual financial statements of Volution Group plc are prepared in accordance with UK-adopted International Accounting Standards. The comparative financial information for the year ended 31 July 2025 included within this report does not constitute the full statutory accounts for that period. The Annual Report 2025 has been filed with the Registrar of Companies. The Independent Auditor's Report on the Annual Report 2025 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under section 498(2) and 498(3) of the Companies Act 2006.

The accounting policies adopted are materially consistent with those of the previous financial year except for income tax expense, which is recognised based on management's estimate of the weighted average effective annual income tax rate expected for the full financial year, and a change in accounting policy with respect to transfers of treasury share reserves. They are consistent with those of the corresponding interim reporting period except for the change in accounting policy for treasury shares which has been revised to transfer amounts out of the treasury share reserve on exercise rather than on vesting which the Group believes provides users with more relevant information. The only impact of this accounting policy change is within reserves, and the classification of balances between treasury shares and retained earnings. The full impact can be seen in the interim condensed consolidated statement of changes in equity.

Going Concern

The financial statements have been prepared on a going concern basis. In adopting the going concern basis, the Directors have considered external factors, including potential scenarios arising from the political and macroeconomic uncertainty arising from the invasion of Ukraine early in 2022, from conflict in the Middle east, and from the Group's other principal risks set out of page 11. Under a severe but plausible downside scenario, without any mitigating actions taken by management, the Group remains comfortably within its debt facilities and the attached financial covenants within the period of assessment to 31 July 2027. The Directors therefore believe, at the time of approving the financial statements, that the Group is well placed to manage its business risks successfully and remains a going concern. The key facts and assumptions in reaching this determination are summarised below. Our financial position remains robust with the new debt facilities of £270 million, and an accordion of a further £30 million, reducing to £240 million in October 2027 and maturing in September 2028 with an option to extend for a further year. The financial covenants on these facilities are for leverage (net debt/adjusted EBITDA) of not more than 3x and for interest cover (adjusted EBITDA/net finance charges) of not less than 4x.

Our base case scenario has been prepared using robust forecasts from each of our operating companies, with each considering the risks and opportunities the businesses face.

We have then applied a severe but plausible downside scenario, based on a more severe downturn than seen during the financial crisis and Covid pandemic, in order to model the potential concurrent impact of:

• a general economic slowdown reducing revenue by 15% compared with forecast, with a corresponding reduction in variable cost base;

• supply chain difficulties or input price increases reducing gross profit margin by 10%; and

• a 1% interest rate increase impacting cost of debt.

A reverse stress test scenario has also been modelled which shows a revenue contraction of c.20% against the base case with no mitigations would be required to breach covenants, which is considered extremely remote in likelihood of occurring. Mitigations available within the control of management include reducing discretionary capex and discretionary indirect costs.

Over the period of our climate change assessment (aligned to our going concern assessment), we have concluded that there is no material adverse impact of climate change and hence have not included any impacts in either our base case or downside scenarios of our going concern assessment. We have not experienced material adverse disruption during periods of adverse or extreme weather in recent years, and we would not expect this to occur to a material level over the period of our going concern assessment.

The Directors have concluded that the results of the scenario testing, combined with the significant liquidity profile available under the revolving credit facility, confirm that the Group remains a going concern.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group's accounting policies, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.

In preparing the interim condensed consolidated financial statements, the areas where judgement has been exercised and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended 31 July 2025, other than the removal of certain judgements and estimations applied in the accounting for the Fantech business combination that are not relevant to the current period.

New standards and interpretations

Any new standards or interpretations in issue, but not yet effective, are not expected to have a material impact on the Group's net assets or results. Based on the Group's ongoing assessment, the Group does not anticipate any new or revised standards and interpretations that are effective from 1 January 2026 and beyond to have a material impact on its condensed consolidated financial statements, other than presentational changes required under IFRS 18 - Presentation and Disclosure in Financial Statements, the impact of which is still being assessed.

2. Adjusted earnings

The Board and key management use some alternative performance measures to track and assess the underlying performance of the business. These measures include adjusted operating profit and adjusted profit before tax. These measures are deemed helpful as they remove items that do not reflect the day-to-day trading operations of the business and therefore their exclusion is relevant to an assessment of the day-to-day trading operations, as opposed to overall annual business performance. Such alternative performance measures are not defined terms under IFRS and may not be comparable with similar measures disclosed by other companies. Likewise, these measures are not a substitute for IFRS measures of profit. A reconciliation of these measures of performance to the corresponding statutory figure is shown below.

For definitions of terms referred to above see note 15, Glossary of terms.

3. Revenue from contracts with customers

Revenue recognised in the statement of comprehensive income is analysed below:

4. Segmental analysis

The segment analysis reporting disclosures for the prior period have been updated retrospectively following the July 2024 IFRIC agenda decision on IFRS 8 Segment reporting to include disclosure of material costs, being cost of sales, included within profit measures reported to the Chief Operating Decision-Maker.

5. Income tax

Income tax expense is recognised based on management's estimate of the weighted average effective annual income tax rate expected for the full financial year.

Our underlying effective tax rate, on adjusted profit before tax, was 22.5% (H1 2025: 21.5%).

Our statutory effective tax rate for the period was 23.5% (H1 2025: 26.6%).

6. Earnings per share (EPS)

Basic earnings per share is calculated by dividing the profit for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of any dilutive potential ordinary shares into ordinary shares. There are 2,802,421 dilutive potential ordinary shares at 31 January 2026 (31 January 2025: 2,077,163).

The following reflects the income and share data used in the basic and diluted earnings per share computations:

The weighted average number of ordinary shares has increased as a result of treasury shares held by the Volution Employee Benefit Trust (EBT) during the period. At 31 January 2026, a total of 1,589,751 (31 January 2025: 1,965,923) ordinary shares in the Company were held by the Volution EBT, all of which were unallocated and available for transfer to participants of the Long-Term Incentive Plan, Deferred Share Bonus Plan and Sharesave Plan on exercise. During the period, no ordinary shares in the Company were purchased by the trustees (6 months to 31 January 2025: 225,000) and 423,019 (6 months to 31 January 2025: 410,291) were released by the trustees. The shares are excluded when calculating the statutory and adjusted EPS.

Adjusted profit attributable to ordinary equity holders has been reconciled in note 2, adjusted earnings.

See note 15, Glossary of terms, for an explanation of the adjusted basic and diluted earnings per share calculation.

7. Intangible assets - goodwill

8. Intangible assets - other

Intangible assets - other, is made up of development costs, software costs, customer base, trademarks and patents.

9. Business combinations

Subsequent event - AC Industries acquisition

On 2 February 2026, Volution Group acquired 100% of the issued shareholding of AC Industries (ACI). Headquartered in Sydney Australia, ACI designs, manufactures and supplies specialist ventilation ducting solutions for secondary ventilation in underground mines. With its focus on providing healthy air in underground mines, and via its highly energy efficient ducting systems which reduce customers' energy consumption and support the energy transition, ACI is well aligned with the Group's acquisition strategy and core purpose of delivering "Healthy Air, Sustainably".

ACI will report into Volution's Australasian region, where we currently serve some above ground mining applications through the Fantech industrial brand, and will benefit from being supported by our strong and enhanced Australasian functional resources and leadership capabilities.

Consideration for the acquisition on a cash and debt free basis was AUD $150.3 million (£76.0 million) on completion, followed (in 2027 and 2029) by further contingent consideration of up to AUD$28.9 million (£14.8 million) based on EBITDA performance for the period ending 31 July 2029. It was funded from existing debt facilities including part exercise of the accordion facility (note 11), with leverage at completion expected to be c1.8x.

Due to the proximity of this acquisition and authorisation of interim review statements, the Group has not yet completed the process of determining the fair value of the net identifiable assets of ACI. The operating results and assets and liabilities of the ACI will be included in Group's results for the year ending 31 July 2026. 

10. Other financial liabilities