Unaudited Interim Results

Kitwave Group plc

("Kitwave", the "Group" or the "Company")

Unaudited interim results for the year ended 31 October 2025

Kitwave Group plc (AIM: KITW), the delivered wholesale business, is pleased to announce its unaudited interim results for the year ended 31 October 2025 ("the period", "FY 2025").

The tables and commentary below include comparatives for the year ended 31 October 2024 (FY 2024).

Financial Highlights

· Revenues up 20.9% (1% down like-for-like (2)) to £802.7 million (FY 2024: £663.7 million).

· Consolidated gross margin up 0.6% to 22.9% (FY 2024: 22.3%).

· Adjusted operating profit(1) up 11.7% to £38.0 million (FY 2024: £34.0m).

· Cash generation from operating activities of £46.4 million (FY 2024: £31.4 million).

· Pre-tax operational cash conversion of 104% (FY 2024: 90%).

· Robust balance sheet with leverage reducing to 2.3x (FY 2024: 2.8x) including IFRS 16 lease liabilities, and reducing to 1.4x (FY 2024: 19.x) excluding IFRS 16 lease liabilities.

· As previously communicated, it is the Board's intention to distribute a single dividend for the 8-month period to 31 December 2025, which, together with the interim dividend of 4.0 pence per share previously announced on 1 July 2025, will cover dividend distributions for the 14-month period to 31 December 2025.

Operational Highlights

· The Retail & Wholesale division outperformed FY 2024 in both revenue and adjusted operating profit.

· The integration of Total Foodservice and Miller Foodservice was completed, and progress is being made on the operational integration of the combined business into Creed Foodservice.

· The new South West distribution centre is now operating at the required service levels, following capital and operational investment made during the period.

· As previously announced, the Group took the proactive decision to incur some additional operational investment in the new South West distribution centre. These costs continued into H2 as expected.

· Creed Foodservice achieved growth in both revenue and adjusted operating profit, despite facing economic headwinds in retail and leisure spend.

Outlook

Trading has been in line with management expectations since the Group's last trading update.

Kitwave continues to pursue operational and commercial synergies from the integration of its Foodservice business to mitigate cost headwinds and provide a platform for future growth.

The Board acknowledges the current trading environment, which is characterised by macroeconomic uncertainty and inflationary pressures affecting margins and costs, driven by compound minimum wage increases and changes to National Insurance contributions.

The Company has today announced the terms of its proposed Acquisition by OEP Capital Advisors L.P. representing an attractive proposition for shareholders and stakeholders.

Financial summary

(1) For more information on alternative performance measures please see the glossary at the end of the announcement.

(2) Like -for-like revenue excludes revenue from Creed Foodservice but includes acquired revenue from Total Foodservice now financially integrated with Miller Foodservice.

Ben Maxted, Chief Executive Officer of Kitwave, commented:

"During this period, Kitwave has achieved record revenue and adjusted operating profit. Additionally, significant operational changes have been implemented across its expanded foodservice division through the integration of Creed Foodservice with our Northern and South West foodservice businesses. This work will create opportunities for operational synergies and provide a platform for sustainable growth.

"Our Retail and Wholesale division continues to deliver robust performance, benefitting from underlying consumer demand and leveraging its expertise in service excellence.

"The Group remains highly cash generative, maintaining a strong balance sheet and facility headroom, and has de-levered in the period through reduction in net debt as expected. "

- Ends-

For further information, please contact:

Company Overview

Founded in 1987, following the acquisition of a single-site confectionery wholesale business based in North Shields, United Kingdom, Kitwave is a delivered wholesale business, specialising in selling and delivering impulse products, frozen, chilled and fresh foods, alcohol, groceries and tobacco to approximately 46,000, mainly independent, customers.

With a network of 37 depots, Kitwave is able to support delivery throughout the UK to a diverse customer base, which includes independent convenience retailers, leisure outlets, vending machine operators, foodservice providers and other wholesalers, as well as leading national retailers. 

The Group's growth to date has been achieved both organically and through a strategy of acquiring smaller, predominantly family-owned, complementary businesses in the fragmented UK grocery and foodservice wholesale market.

Kitwave Group plc (AIM: KITW) was admitted to trading on AIM of the London Stock Exchange on 24 May 2021.

For further information, please visit: www.kitwave.co.uk.

Chief Executive Officer's statement

Introduction

The Group has continued to progress the integration of the foodservice division. While weaker demand in the hospitality sector has impacted revenues, particularly in Foodservice, the Retail & Wholesale division has demonstrated robust performance. Additionally, Creed Foodservice has shown growth, supported by its integration with the wider Foodservice division. Overall trading was in line with the Board's expectations for the year.

Financial summary

In the year to 31 October 2025, the Group achieved revenue of £802.7 million (FY 2024: £663.7 million) and an operating profit of £31.7 million (FY 2024: £28.8 million). 

The gross profit margin improved to 22.8% (FY 2024: 22.3%), driven by an increased revenue mix towards the higher-margin Foodservice division, following the full year effect of the FY24 acquisitions.

During the reporting period, the Group decided to incur additional short-term costs in order to maintain service levels in the South West while consolidating operations from three depots into a single distribution centre. The Group also accelerated the planned operational integrations in the Northern Foodservice business by reducing the number of distribution centres from four to two. These operational integrations resulted in exceptional restructuring expenses of £2.4 million (FY 2024: £0.1 million). This activity will allow the Group to drive synergies and operational benefits to mitigate future cost headwinds. Excluding these costs, the Group's cost base remained in line with expectations.

Basic earnings per ordinary share was 20.1 pence (FY 2024: 23.5 pence). Despite an increase in operating profit and EBITDA, the reduction in basic earnings per ordinary share is primarily due to the increase in share capital.

Cash generation remained strong in the period with £46.4 million generated from operating activities (FY 2024: £31.4 million).

The Group's cash and cash equivalents decreased by £3.2 million during the period, following cash outflows related to deferred consideration paid on the Creed acquisition, a reduction in trade loans and invoice discounting advances of £9.5 million, as well as debt service payments and dividends. 

The Group's balance sheet as of 31 October 2025 had reserves of £132.0 million (31 October 2024: £124.5 million) and net debt of £122.0 million (31 October 2024: £127.8 million). 

Net debt has reduced by £5.8 million since 31 October 2024. The reduction in bank facilities was offset by an increase in lease liabilities of £6.0m principally relating to leased fleet replacement. Leverage reduced to 2.3x (31 October 2024: 2.8x) including IFRS 16 lease liabilities, and reduced to 1.4x (FY 2024: 19.x) excluding IFRS 16 lease liabilities.

Divisional summary

Set out below is the financial performance of the business by division:

(4) Group and divisional EBITDA and operating profit/(loss) adjusted for management charge, acquisition, restructuring expenses, amortisation of intangible assets arising on acquisition, share-based payments and compensation for post-combination services. For more information on alternative performance measures please see the glossary at the end of the announcement.

Retail & Wholesale division

The Group's Ambient and Frozen & Chilled product businesses, which serve the Retail & Wholesale sector of the grocery market, saw combined revenue increase by 3.0% reaching £475.1 million (FY 2024: £440.1 million). The growth was driven by new customers as well as higher ice cream sales, which coincided with the prolonged dry weather through the summer trading period.

Foodservice division

Set out below is the financial performance of the division for the period included in the like for like is revenue and associated profit from Total Foodservice (TFS) that is now within the combined business numbers for Miller Foodservice because of the financial integration of the two businesses:

Creed Foodservice produced a robust performance with year-on-year growth in both revenue and operating profit. The Foodservice division benefitted from the operational and commercial integration with Creed, which supported sales growth through the utilisation of the Group's nationwide delivery infrastructure. 

The division's performance was affected by softer demand from leisure and hospitality customers. Like-for-like revenues were c.£203.2 million for the period (including the full period revenues from TFS), resulting in a decrease in reported like-for-like sales from £210.5 million. 

As previously reported, the move to the South West distribution centre incurred some unplanned costs in the period, as well as additional right of use asset depreciation, with two freeholds being replaced by the new leasehold premises.

Operational review

The integration of Creed Foodservice, the consolidation of foodservice depots in the North and the consolidation of operations into the new 80,000 sq. ft Foodservice distribution centre in the South West have been the key operational projects during the period. 

The new South West distribution centre is fully operational and meeting the required service levels. Although the integration took longer than anticipated, the higher-than-expected costs have been worked through and are being managed. The implementation of IT and technological improvements will provide future opportunities for growth and operational efficiency.

Strategy

Kitwave remains committed to its strategy of pursuing strategic acquisitions to sustainable growth, while also fostering organic growth through investment in infrastructure and technology.

The national footprint and integration work completed during the period provides the platform to further our long-term strategic aims. We would expect further opportunities to enhance operational efficiencies across the Group, ensuring we continue to provide service excellence to all our customers while maintaining sustainable growth.

Ben Maxted

Chief Executive Officer

22 January 2026

Condensed consolidated statement of profit and loss and other comprehensive income

Condensed consolidated balance sheet

Condensed consolidated statement of change in equity

Condensed consolidated cash flow statement

Notes

1 Accounting policies

Kitwave Group plc (the "Company") is a public company limited by shares and incorporated, domiciled and registered in England in the UK. The registered number is 9892174 and the registered address is Unit S3, Narvik Way, Tyne Tunnel Trading Estate, North Shields, Tyne and Wear, NE29 7XJ.

The Company's principal activity is to act as a holding company for its subsidiaries (together "the Group"), which together make up the Group's consolidated financial information.

The condensed consolidated financial information presented in this statement for the twelve months ended 31 October 2025 are neither audited nor reviewed.

The comparative financial information in the condensed consolidated financial information in respect of the year ended 31 October 2024 have been extracted from the 2024 financial statements. The statutory accounts for the year ended 31 October 2024 have been delivered to the Registrar of Companies and the report of the auditor 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.

The condensed consolidated financial information does not constitute statutory accounts as defined in Section 435 of the Companies Act 2006 and does not include all the information required for the full annual financial statements. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements.

There have been no new accounting standards or changes to existing accounting standards applied for the first time which have a material effect on these interim results.

1.1 Critical accounting estimates and judgements

The critical accounting estimates and judgements affecting the Group are unchanged from those set out in the Group's last annual consolidated financial statements for the year ended 31 October 2024.

The Directors have reviewed financial forecasts and are satisfied that the Group has sufficient levels of financial resources available to both fund operations and to pursue its stated growth strategy. The Directors are confident that the Group will have sufficient funds to meet its liabilities as they fall due for the foreseeable future and therefore adopt the going concern basis in preparing the condensed consolidated interim financial information.

1.2 Accounting policies

The accounting policies applied in preparing the condensed consolidated interim financial information are the same as those applied in the preparation of the consolidated financial statements for the year ended 31 October 2024, as described in those financial statements.

2 Segmental information

The following analysis by segment is presented in accordance with IFRS 8 on the basis of those segments whose operating results are regularly reviewed by the Executive Board (the Chief Operating Decision Maker as defined by IFRS 8) to assess performance and make strategic decisions about allocation of resources.

The Group has the following operating segments:

· Ambient: Provides delivered wholesale of ambient food, drink and tobacco products;

· Frozen & Chilled: Provides delivered wholesale of frozen and chilled food products; and

· Foodservice: Provides delivered wholesale of alcohol, frozen and chilled food to trade customers.

Corporate contains the central functions that are not devolved to the business units.

These segments offer different products that attract different margins. They each have separate management teams.

The segments share a commonality in service being delivered wholesale of food and drink products. The Group therefore benefits from a range of expertise, cross-selling opportunities and operational synergies in order to run each segment as competitively as possible.

The Group's forward-looking strategy is to provide enhanced customer service by making available the wider Group product range to its existing customer base. As a result, the Board assess the segments based on customer type with the customers in the Ambient and Frozen & Chilled divisions operating in the retail and wholesale channels.

The following analysis shows how this is monitored whilst demonstrating the link to the previously reported segmental information which continues to be monitored by the Board alongside the segments based on customer type.

Each segment is measured on its adjusted operating profit and internal management reports are reviewed monthly by the Board. This performance measure is deemed the most relevant by the Board to evaluate the results of the segments relative to entities operating in the same industry.

2 Segmental information (continued)

2 Segmental information (continued)

An analysis of revenue by destination is given below:

Geographical information:

No one customer accounts for more than 7% (FY 2024: 8%) of Group revenue.

3 Other operating income

4 Expenses

Included in profit/loss are the following:

The Group incurred a number of expenses not relating to the principal trading activities of the Group as follows:

The Board consider the exceptional items to be non-recurring in nature. Both exceptional and share-based payment expenses are adjusted for in the statement of profit and loss to arrive at the adjusted EBITDA. This measure provides the Board with a better understanding of the Group's operating performance.

Acquisition expenses in the prior period include the legal and professional fees connected to the acquisition of WLG (Holdings) Limited, Total Foodservice Solutions Limited and Creed Catering Supplies Limited.

Compensation for post-combination services relates to the value of a liability in connection to the acquisition of the remaining share capital of Central Supplies (Brierley Hill) Ltd. The remaining share capital has now been acquired in full.

Share-based payments relate to the Management Incentive Plan ("MIP") and Long-Term Incentive Plan ("LTIP") and are non-cash expenses.

Restructuring expenses in the period relate to redundancy and operational restructuring costs across the Group.

5 Earnings per share

Basic earnings per share

Basic earnings per share for the year ended 31 October 2025, and the previous year ended 31 October 2024 is calculated by dividing profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during each period (as calculated below).

Diluted earnings per share

Diluted earnings per share for the year ended 31 October 2025, and the previous year ended 31 October 2024 is calculated by dividing profit attributable to ordinary shareholders by the weighted average number of ordinary shares, adjusted for the effects of all dilutive potential ordinary shares. In this case, dilutive potential ordinary shares include issued equity warrants outstanding during each period and shares that may vest under the terms of equity incentive plans (as calculated below).

Weighted average number of ordinary shares

Adjusted earnings per share

Adjusted earnings per share is calculated below on the grounds that it is a metric used by the market in monitoring the Group and similar businesses. These figures are relevant to the Group and are provided to enable comparison to similar businesses. Amortisation of acquired intangibles and share based payment charges are deemed to be non-cash at the point of recognition, and exceptional items by their very nature are considered non-recurring by the Board. Together with acquisition costs, these are excluded to derive the adjusted earnings per share and to assist with the understanding of underlying trading.