Interim Results

10 November 2026

Northern Bear plc

(“Northern Bear” or the “Company”)

Interim results for the six month period ended 30 September 2026

Northern Bear (LSE: NTBR), the AIM quoted holding company of the group of companies providing specialist building and support services headquartered in Northern England and serving customers across the UK, is pleased to announce its unaudited interim results for the Company and its subsidiaries (together the “Group”) for the six months to 30 September 2026 (the “Period” or “H1 FY27”).

Financial Summary

Note 1: Adjusted to remove non-recurring profit in H1 FY26 of £1.3m

Non-recurring operating profit

Operational and Commercial Summary

Share buy back

The Group is announcing today a proposed return of capital of up to £9.1m by way of a tender offer for up to 6,900,000 Ordinary Shares at a price of 132.5p per Ordinary Share, subject, inter alia, to the approval of shareholders. Further details will be set out in that announcement and a circular to shareholders to be posted later today. It is planned that the results of the Tender Offer will be on or around 7th December, and the General Meeting for the Tender Offer on or around 22 December.

Outlook

For further information please contact:

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/ 2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED

Chief Executive Officer’s report

Introduction

I am pleased to report the unaudited interim results for the Company and its subsidiaries (together the “Group”) for the six months ended 30 September 2026 (the “Period” or “H1 FY27”).

Trading

The Group produced a resilient set of results in the Period, which has also seen continued investment in our operations with a view to supporting future growth despite the prevailing economic challenges.

Revenue decreased to £38.9m (H1 FY26: £49.4m), in line with our expectations, although there has been robust performances across all operating divisions.

The gross margin reduced to 23.6% (H1 FY26: 24.7%), reflecting the impact of both challenging market conditions and reflecting the performance of the underlying margin in FY26.

A stable trading performance has offset the impact of the increased investment in administrative expenses and of economic headwinds, resulting in an operating profit of £2.1m (H1 FY26: £4.1m).

EPS for the Period was 11.2p (H1 FY26: 21.9p) and the adjusted EPS was 11.2p (H1 FY26: 14.6p).

As in prior years, we have included a calculation of adjusted Operating Profit, adjusted EBITDA, and adjusted EPS in notes 4 and 5 to these interim results as supplemental measures of the Group’s profitability, in addition to the statutory measures defined under IFRS.

Investment in operations

We have continued to invest in operations during the period with a view to generating future growth and strengthening our market position.

Isoler Limited (“Isoler”), our fire protection business, has continued to perform positively because of the stronger market conditions in the sector. The new southern region is starting to establish itself in London and the Southeast. As a result, we should be well placed to create opportunities and broaden the offering to Isoler’s customer base going forward. Isoler has been successful in winning a longer-term framework in Nottingham and further increasing the strategic areas that can be serviced by the business.

The Callisto Glass Facades business (set up in FY25), has been restructured from a division of MGM Ltd (“MGM”) into a standalone subsidiary of MGM, Callisto Glass Facades Limited (“Callisto”), as it continues to grow, providing bespoke design, manufacture and installation of architectural glass facades. This business has generated a small operating profit in H1 FY27 thus making a return on the investment made during FY25. Profitability in Callisto should continue to increase in H2 FY27.

Wensley Roofing Limited (“Wensley”) continues to invest in its renewable offering and is working closely with its national housebuilding clients to widen its offering in this sector.

Other commentary on trading

Despite changing dynamics of the fleet hire sector and a challenging market, our materials handing business, Alcor Handling Solutions Limited (“Alcor”), continues to perform satisfactorily. With continued investment in the fleet in H1 FY27, we believe that Alcor is well placed to withstand any market uncertainty.  The Board remains mindful of the economic challenges and the impact of the growth in market share of cheaper Chinese imports.

Springs Roofing Limited has continued to perform well over the period due to its strong mix of public sector and private (national house building) clients.

Cash flow and bank loans

The strong operating cash flows continue to support the Group's working capital.

The Group was in a net cash position at 30 September 2026 of £4.8m. At 30 September 2025, the Group had a net cash position of £3.8m. (31 March 2026: net cash balance of £6.2m).

During the Period, the Company paid an ordinary dividend of 2.5p per ordinary share (H1 FY26: 2.5p) and a special dividend of 5.0p per ordinary share (H1 FY26: 1.0p).

As we have emphasised in prior results, our net cash (or net bank debt) position represents a snapshot at a particular point in time and can move by up to £1.5m in a matter of days; given the nature, size and variety of contracts that we work on and the related working capital balances. The lowest position in the Period was £2.6m net cash, the highest position was £6.6m net cash, and the average was £4.5m net cash.

People and Group Finance Director

The Group was pleased to have appointed Simon Bissell as a full-time Group Finance Director(non-Board) as of the 28th of September 2026.

As always, our loyal, dedicated, and skilled workforce is a key part of our success and we make every effort to support them, including through continued training and health and safety compliance.

Background on Simon Bissell

Simon is an experienced finance professional with a strong track record across the construction, manufacturing and FMCG sectors. He began his career with J&G Archibald Builders Merchants, before qualifying as a CIMA accountant while working for Waddington Labels, a subsidiary of Communisis Plc.

Over the course of his career, Simon has held senior finance roles within both privately owned and public organisations, primarily in construction-related businesses. His experience includes positions with North East and national construction companies, where he developed extensive expertise in financial management, business transformation and operational improvement.

More recently, Simon has supported a regional privately-owned construction company through a successful Enterprise Resource Planning system transition and its conversion to an Employee Ownership Trust (EOT); a role he held for over two and a half years. He has also worked with a leading US-owned FMCG Group, helping to facilitate its continued growth and relocation into a new £5 million state-of-the-art facility in County Durham.

Tender Offer

The Company is announcing today a proposed return of capital of up to £9.1m by way of a tender offer for up to 6,900,000 Ordinary Shares at a price of 132.5p per Ordinary Share, subject, inter alia, to the approval of shareholders. Further details will be set out in that announcement and a circular to shareholders to be posted later today.

Outlook

The Group has again traded as planned during H1 FY26, with resilient underlying trading performance across all divisions.

Market conditions are largely flat within the geographical areas that the Group operates in and market pressures are starting to affect some of the Group's businesses, specifically those businesses such as Alcor and Arcas which are dependent on private sector clients. The Board does not envisage any market uplift in the foreseeable future, given the macroeconomic situation.

The full year outcome for FY27 is expected to be broadly in line with market expectations, after adjusting for the non-recurring operating profit referred to above. This is on the assumption, inter alia, that current market conditions do not worsen, there are no further one-off non-recurring losses, the additional investment in operations continues to meet revenue expectations and that there is no major weather-related disruption outside of the weather expected in the Group's geographic areas of operation between the October and March period.

The Group’s forward order book remains stable.

Conclusion

Once again, I would like to thank all our employees for their hard work and commitment, and our shareholders for their continued support.

John Davies

Chief Executive Officer

10 November 2026

Consolidated statement of comprehensive income

for the six month period ended 30 September 2026

Consolidated balance sheet

at 30 September 2026

Consolidated statement of changes in equity

for the six month period ended 30 September 2026

Consolidated statement of cash flows

for the six month period ended 30 September 2026

Notes

1. Basis of preparation

These interim consolidated financial statements have been prepared using accounting policies based on International Financial Reporting Standards (IFRS and IFRIC Interpretations) issued by the International Accounting Standards Board (“IASB”) as adopted for use in the UK. 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 31 March 2026 Annual Report and Financial Statements. The financial information for the half years ended 30 September 2026 and 30 September 2025 does not constitute statutory accounts within the meaning of Section 434 (3) of the Companies Act 2006 and both periods are unaudited. The financial information has not been prepared (and is not required to be prepared) in accordance with IAS 34 Interim Financial Reporting.

The annual consolidated financial statements of Northern Bear plc (the “Company”, or, together with its subsidiaries, the “Group”) are prepared in accordance with the requirements of the Companies Act 2006 and UK adopted International Accounting Standards. The comparative financial information for the year ended 31 March 2026 included within this report does not constitute the full statutory Annual Report for that period. The statutory Annual Report and Financial Statements for the year ended 31 March 2026 have been filed with the Registrar of Companies. The Independent Auditors’ Report on the Annual Report and Financial Statements for the year ended 31 March 2026 was i) unqualified, ii) did not draw attention to any matters by way of emphasis, and iii) did not contain a statement under 498(2) - (3) of the Companies Act 2006.

2. Accounting policies

The Group has applied the same accounting policies and methods of computation in its interim consolidated financial statements as in its 2026 annual financial statements, as set out in Notes 2 and 3 of that document, except for those that relate to new standards and interpretations effective for the first time for periods beginning on (or after) 1 April 2026, and will be adopted in the 2027 financial statements. The accounting policies applied are based on the recognition and measurement principles of IFRS in issue as adopted by the UK and are effective at 31 March 2027 or are expected to be adopted and effective at 31 March 2027.

The Group’s next annual financial statements for the year ending 31 March 2027 will, for the first time, apply the following new amendment to IFRS Accounting Standards (as adopted in the UK):

effective date on or after 1 January 2026

IFRS 10 and IAS 7 - effective date on or after 1 January 2026

effective date on or after 1 January 2026

Standards issued but not yet effective (not applicable until the year beginning 1 April 2027)

3. Taxation 

The taxation charge for the six months ended 30 September 2026 is calculated by applying the Directors’ best estimate of the annual effective tax rate to the profit for the period.

4. Alternative performance measures

The Group uses Adjusted Operating Profit, Adjusted EBITDA, and Adjusted earnings per share as supplemental measures of the Group’s profitability, in addition to measures defined under IFRS. The directors consider these useful due to the exclusion of specific items that could impact a comparison of the Group’s underlying profitability and are aware that shareholders use these measures to assist in evaluating performance.

The adjusting items for the alternative measures of profit are either recurring but non-cash charges (amortisation of acquired intangible assets), one-off non-cash items (impairment charges), or one-off exceptional items (non-recurring closure costs or non-recurring profits).

Adjusted operating profit is calculated as below:

Adjusted EBITDA is calculated as below:

Adjusted basic and diluted earnings per share is presented in note 5 below.

5. Earnings per share

Basic earnings per share is the profit or loss for the period divided by the weighted average number of ordinary shares outstanding, excluding those held in treasury, calculated as follows:

The calculation of diluted earnings per share is the profit or loss for the period divided by the weighted average number of ordinary shares outstanding, after adjustment for the effects of all potential dilutive ordinary shares, excluding those in treasury, calculated as follows:

5. Earnings per share (continued)

The following additional earnings per share figures are presented as the Directors believe they provide a better understanding of the trading performance of the Group.

Adjusted basic and diluted earnings per share is the profit or loss for the period, adjusted for recurring but non-cash charges (amortisation of acquired intangible assets), one-off non-cash items (impairment charges), or one-off exceptional items (non-recurring closure costs or one-off contract profits), divided by the weighted average number of ordinary shares outstanding as presented above.

Adjusted earnings per share is calculated as follows:

6. Finance income and costs

7. Operating gains and losses

During the period, the Group did not recognise any one off gains of losses.

8. Principal risks and uncertainties

The Directors consider that the principal risks and uncertainties which could have a material impact on the Group’s performance in the remaining six months of the financial year remain the same as those stated on page 10 to 11, and 72 to 75 of our Annual Report and Financial Statements for the year ended 31 March 2026, which are available on the Company’s website, www.northernbearplc.com.

9. Half year report

The condensed financial statements were approved by the Board of Directors on 10 November 2026 and are available on the Company’s website, www.northernbearplc.com. Copies will be sent to shareholders and are available on application to the Company’s registered office.

For and on behalf of the Board of Directors

John Davies

Chief Executive Officer

10 November 2026