16 July 2026

Northern Bear PLC

("Northern Bear" or the "Company")

Preliminary results for the year ended 31 March 2026

The board of directors of Northern Bear (the "Board") is pleased to announce its unaudited preliminary results for the year ended 31 March 2026 ("FY26") for the Company and its subsidiaries (together, the "Group").

Financial summary

·      Revenue of £86.1m (2025: £78.1m), an increase of 10.2% year on year

·      Gross profit of £22.0m (2025: £19.2m), an increase of 14.6% year on year, with a gross margin of 25.5% (2025: 24.6%)

·      Adjusted EBITDA* of £5.5m (2025: £5.4m)

·      Operating profit (EBIT) of £5.1m (2025: £3.4m)

·      Adjusted operating profit (EBIT)* of £3.8m (2025: £3.8m)

·      Basic earnings per share of 30.2p (2025: 16.8p)

·      Adjusted basic earnings per share* 22.7p (2025: 19.3p), an increase of 17.6% year on year

·      Equity dividends paid during the year of £0.5m (2025: £0.3m), an increase of 66.6% year on year

·      Net cash position at 31 March 2026 of £6.2m (31 March 2025: £2.5m)

* stated prior to the impact of an onerous lease provision at the Jennings site and an exceptional non reoccurring profit (2025: amortisation and provisions for closure costs relating to H Peel & Sons Limited)

Operational summary

·      The Group delivered another strong operating result during FY26, building on the already improved performance of prior years; a testament to the continued hard work and commitment of the Group's employee base. 

·      Site activity levels remained high in the first six months of FY26 ("H1"), although the ongoing macro-economic challenges have had a negative impact on the construction industry generally, including our own performance, during the last 6 months of FY26 (October 2025 to March 2026).

·      Trading has been strong throughout FY26, with the Group continuing its strategy of maintaining a good balance of private and public sector clients, despite a wet winter period.

·      A final dividend of 2.5p per ordinary share is proposed.  In addition, a special dividend of 5.0p per ordinary share is proposed to reward shareholders, following the excellent trading performance in FY26 and reflecting the non-recurring exceptional profits in that year.

Outlook

·      Trading in the first quarter of the current financial year ("FY 27") has been stable and results are in line with management expectations. 

·      As always, the timing of Group turnover and profitability is difficult to predict, despite the continued strong forward order book, and our results are subject to monthly variability.

·      The latest expectations for FY27 are for underlying revenues to remain broadly consistent with the excellent underlying results in FY26 , notwithstanding our significant investments in both personnel and premises intended to generate further future opportunities and mitigate the negative effects of the present economic outlook.

Simon Carr CBE, Chairman of Northern Bear, commented:

"I am delighted with the Group's excellent results for the year and I would like to wholeheartedly thank all of our employees for their talent, hard work and commitment and our shareholders for their continued support.   

I look forward to continuing to work with the Board in my role as Chairman as we build on this success."

For further information contact:

Chief Executive Officer's Report

Introduction

I am pleased to report the results for the year to 31 March 2026 ("FY26") for Northern Bear and its subsidiaries (together, the "Group'). Despite the challenges posed during the latter part of the financial year due to poor weather and macroeconomic pressures, the exceptional performance in the first six months of FY26 ("H1") has resulted in another excellent set of results.

Our continued strategy of maintaining a balanced mix of private and public sector work continues to provide resilience, while the investments we have made across our businesses are strengthening their capabilities and supporting a robust pipeline of future opportunities.

Trading

Revenue in the year was £86.1m (FY25: £78.1m) and gross profit increased to £22.0m (FY25: £19.2m) at a gross margin of 25.5% (FY25: 24.6%).  The improved gross margin resulted from growth achieved in higher-margin areas of the business, along with continued careful contract selection and execution. 

The year's outturn has been significantly impacted by non-recurring contracts, which have impacted positively on operating profit but have also resulted in a temporary increase in administrative costs in the year.

Growth in revenue has been achieved through further inward investment, which has resulted in an increase in administrative expenses to £16.8m (FY25: £15.9m). In addition to the one-off increase referred to above, we have continued to invest in people and training to support future growth.

Following the closure of H Peel & Son Limited ("Peel") in FY26, Jennings Roofing Limited ("Jennings") has relocated to the premises previously occupied by Peel. We have made a non-recurring provision in respect of the outstanding obligations relating the lease of the former Jennings premises .

The Group reported operating profit of £5.1m (FY25: £3.4m) and adjusted operating profit of £3.8m (FY25: £3.8m), after adjustment for the one-off contract and lease provisions of £1.4m. Basic earnings per share was 30.2p (FY25: 16.8p) and basic earnings per share on adjusted net profits was 22.7p  (FY25: 19.3p)

Northern Bear Roofing

Our roofing businesses have performed broadly in line with management expectations. Following a strong H1 performance, a very wet winter period significantly impacted revenues and profits in the second six month of FY26 ("H2"). As a result, revenue reduced to £32.9m (FY25 :£33.1m) and operating profit decreased to £2.1m (FY25: £2.5m). Profitability was also affected as a result of the disruption caused by the relocation of both Jennings and Wensley Roofing Limited ("Wensley") to new premises during H2.

In FY26, Wensley received formal accreditation and successfully entered the photovoltaic roofing solutions market. This expands the Group's offering and should provide growth opportunities in future years.

Although hindered by weather and supplier price increases in H2, Springs Roofing Limited (Springs") has benefited from an exceptionally strong pipeline of social housing re-roofing works throughout the year, which has resulted in a very strong performance in FY26.

The business is presently working towards Microgeneration Certification Scheme (MCS) accreditation to facilitate solar installations which will expand Springs' offering and provide more opportunities in the private sector. MCS is the UK's quality mark for small-scale renewable energy installations such as solar panels, heat pumps, and battery storage that meet rigorous technical standards and mandatory to access government grants. We will continue to invest in decarbonisation solutions and the relocation of Jennings should also permit further geographical expansion.

All of our strategies in the Roofing Division are aimed at continuing to strengthen our market position, particularly in both the public and private new-build housing sectors.

Northern Bear Specialist Building Services

Our Specialist Building Services division has had a very strong year with revenues increasing to £48.8m (FY25: £41.2m) and gross margin to 27.0% (FY25: 25.1%).

In FY25, we opened a new division of MGM Limited, trading as Callisto Glass Facades ("Callisto"), and recruited a team to provide bespoke design, manufacture and installation of architectural glass facades. This business generated a small operating profit in FY26 and is expected to grow substantially in FY27. It is our intention to operate Callisto as a stand-alone trading company in the very near future.

Growth in our passive fire solutions business, Isoler Limited ("Isoler"), has continued in FY26, although further growth has been hindered as a result of the implementation of the Building Safety Act 2022 and its rigorous approval process with which some clients have had difficulty coming to terms. Isoler has seen an increase in opportunities outside the North East region and post-year end has opened a small London office to assist with growth on a national basis. We continue to ensure the business offers a one stop shop solution and maintain a good mix of private and public sector clients.

Isoler is actively pursuing longer term framework opportunities, both in the North East and nationally and has announced a four-year framework with believe housing, Karbon Homes and two lots on the London Construction Programme's £3 billion framework inter alia. These agreements mark another important step in Isoler's continued growth within the social housing sector, strengthening its reputation as a trusted provider of passive fire protection solutions. In the period under review, Isoler has worked with  Gentoo Group, who manage over 60,000 homes in and around Sunderland.

We previously announced our decision to close Peel.  Losses in FY24 of £0.2m led to a full review of the business and a decision to close was made in early 2025.  Peel ceased trading but continued to fulfil all its contractual obligations in FY26.

Our other building services businesses all saw improvement in H1 but we have seen commercial markets tighten over the last three to four months. Whilst we are currently in a strong position in terms of future workload, we will continue to closely monitor markets and remain selective in taking on contracts given the current macroeconomic position.

Northern Bear Materials Handling

Our materials handling business, Alcor Handling Solutions Limited, had another strong trading year in FY26.  We continued to invest in the hire fleet, which should support growth in profitability and the business continues to generate new and varied opportunities. It continues to benefit from its previous relocation.

Cash Flow and Bank Facilities

Cash generated from operations in FY26 was £6.9m (FY25: £7.7m).

The outstanding loan balance at 31 March 2025 of £1.5 million was repaid in full during FY26 from free cash flow.

We saw strong advanced payments from our customers prior to 31 March 2026, particularly from our public sector clients. As a result, our net bank cash position at 31 March 2026 was £6.2m (31 March 2025: £2.5m).

As we have emphasised in previous years' results, our net cash (or net bank debt) position represents a snapshot at a particular point in time and can move by up to £1.5 million in a matter of days given the nature, size and variety of contracts we undertake and the related working capital balances. 

The lowest cash position during FY26 was £0.6 million net cash, the highest was £6.2m net cash and the average was £3.3m net cash.

While the Group's working capital requirements will continue to vary depending on the ongoing customer and contract mix, we believe that our financial position and bank facilities provide us with ample cash resources for the Group's ongoing operational requirements.

Strategy and Dividend

In September 2025, the Group paid an increased final dividend of 2.5 p per share, plus a special dividend of 1p per share in recognition of the outstanding performance in FY25. We propose that the ordinary dividend of 2.5p per share will be maintained and a special dividend of 5p per share will also be proposed, to reflect the non-recurring profit previously announced. This will be payable on 24 September 2026 to shareholders on the register at 28 August 2026. This is obviously subject to shareholder approval at the Annual General Meeting, which will be held on 10 September 2026.

Our intention is to continue with a progressive dividend policy. This will remain subject to the Group's ongoing performance and the Group's available cash, working capital requirements, corporate opportunities, debt obligations and the macro-economic environment at the relevant time.  

Our priority is to continue to invest in our businesses to generate further growth and create shareholder value. Numerous acquisition opportunities arise each year, but we will continue to be selective to ensure earnings accretion, before pursuing any given opportunity.

Outlook

Our forward order book remains robust and we continue to see a pipeline of opportunities across the Group, supported by the investments we have made in our businesses. While the operating environment remains challenging, we believe these investments have strengthened our market position and provide a solid platform for future growth. Specific market challenges having included:

·      Significantly increased costs from our supply chain. We are working hard to mitigate the effect and will attempt to pass on price rises to customers where possible; and

·      A reduction in private sector opportunities and projects are more frequently being delayed or cancelled. However, our order book remains strong and we continue to have a good balance of work between public and private sectors. To date the housing market in the NE remains strong and does not reflect the downturn being experienced elsewhere in the UK

Given the political changes on a local and national basis, we are experiencing some delay in the decision-making process within both the public and private sectors.

We have made a stable start in FY27 and are trading in line with management expectations.

People

A number of Board changes occurred during FY26.

Martin Boden

Martin resigned from his role as Non-Executive Director on 18 March 2026 in order to pursue other non-executive opportunities.

The Board would like to thank Martin for his contribution to the Company.

Steve Roberts

Steve resigned from his role as Director on 4 September 2025. Steve had previously agreed to rejoin the Board on 18 January 2024, following the retirement of Keith Soulsby, to provide an element of continuity for shareholders, having worked within the Company and its subsidiaries since inception. Steve's contribution and support at Board level have been significant and he has contributed positively with the smooth transition of the Board to its present position.

Steve will continue in his day-to-day capacity as a non-plc Board Director of certain subsidiaries and part of the Senior Leadership Team, and the Company continues to welcome his support.

Julian Davis

Julian resigned as Finance Director of the Group on 29 October 2025. The Board would like to take this opportunity to thank Julian for his contribution to the Group and wish him every success in his new role.

Following Julian's departure, the Group employed a Fractional Finance Director with vast and varied experience in both public and private companies. The Board is in the process of finalising the appointment of a full time Finance Director.

Our workforce

As always, our loyal, dedicated, and skilled workforce is a key part of our success and we make every effort both to retain and protect them through continued training and health and safety compliance, supported by our health and safety advisory business, Northern Bear Safety Limited.  

Conclusion

I am delighted with the Group's results for the year and look forward to continuing working with Simon and the rest of the Board in my role as Chief Executive Officer.

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

John Davies

Chief Executive Officer

Consolidated statement of comprehensive income

for the year ended 31 March 2026

Consolidated balance sheet

At 31 March 2026

Consolidated statement of changes in equity

For the year ended 31 March 2026

Consolidated statement of cash flows

For the year ended 31 March 2026

Notes

1    Basis of preparation

This announcement has been prepared in accordance with the Company's accounting policies which are based on International Financial Reporting Standards (IFRS Accounting Standards), though it is noted that this announcement does not contain sufficient information itself to comply with IFRS Accounting Standards.

The accounting policies are the same as those applied in preparation of the financial statements for the year ended 31 March 2025, apart from the following standards, amendments and interpretations, which became effective for the first time, and which were adopted by the Group for the financial year ended 31 March 2026:

·      Lack of Exchangeability (Amendments to IAS 21) - effective date on or after 1 January 2025

Their adoption has not had any material impact on the disclosures or amounts reported in the financial statements.  For the purposes of their assessment of the appropriateness of the preparation of the Group's financial statements on a going concern basis, the directors have considered the current cash position and forecasts of future trading including working capital and investment requirements. 

During the financial year the Group met its day to day working capital requirements through bank facilities with Virgin Money plc. These facilities were refinanced in October 2023 and at that point comprised a £3.5m term loan, a £1.0m revolving credit facility, and a £1.0m bank overdraft.  At 31 March 2026, the Group had cash and cash equivalents of £6.2m, with nothing drawn on the overdraft or revolving credit facility. The term loan was fully repaid in September 2025. 

The overdraft facility expires on 30 June 2027 and the revolving credit facility was most recently renewed on 20 October 2023 and is committed to 20 October 2026.

The Group's forecasts and projections, taking account of reasonable possible changes in trading performance, show that the Group and the Company should have sufficient cash resources to meet its requirements for at least the next 12 months.  Accordingly, the adoption of the going concern basis in preparing the financial statements remains appropriate.

2    Status of financial information

The financial information set out above does not constitute the Company's financial statements for the years ended 31 March 2026 or 31 March 2025. 

The financial statements for the year ended 31 March 2026 will be finalised on the basis of the financial information presented by the Directors in this preliminary announcement and will be delivered to the Registrar of Companies following the Company's Annual General Meeting.  The results are unaudited; however, we do not expect there to be any difference between the numbers presented and those within the annual report.

The financial information for the year ended 31 March 2025 is derived from the financial statements for that year, which have been delivered to the Registrar of Companies.  The auditor has reported on the 2025 financial statements; their report was i) unqualified, ii) did not include references to any matters to which the auditors 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. 

3             Alternative performance measures

The Group uses Adjusted Operating Profit, Adjusted EBITDA, and Adjusted EPS as supplemental measures of the Group's profitability, in addition to measures defined under IFRS, and these items are discussed in the Chief Executive Officer's Report.  The directors consider these useful due to the exclusion of specific items that could impact a comparison of the Group's underlying profitability, and is 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, or significant one-off items (which are discussed further in the Chief Executive Officer's Report). 

Adjusted operating profit is calculated as below:

Adjusted EBITDA is calculated as below:

Adjusted basic and diluted earnings per share is presented in note 4 below. 

4              Earnings per share

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

The calculation of diluted earnings per share is the profit or loss for the year 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:

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 year, adjusted for the impact of costs associated with the onerous lease provision and profits on  non-recurring contracts (2025: costs associated with the closure of the H Peel & Sons Limited business), divided by the weighted average number of ordinary shares outstanding as presented above.  More detail on these adjustments is included in the Chief Executive Officer's Report. 

Adjusted earnings per share is calculated as follows:

5             Finance income and costs

6              Loans and borrowings

The Group retains a £1.0m (2025: £1.0m) revolving credit facility and a £1.0m (2025: £1.0m) overdraft facility, both with Virgin Money plc, for working capital purposes.

As at 31 March 2026, a total of £nil (2025: £nil) was drawn down on the revolving credit and overdraft facilities.

This provides a net cash figure at 31 March 2026 of £6.2m (2025: £2.5m net cash) after offsetting cash and cash equivalents of £6.2m (2025: £4.0m). 

The overdraft facility expires on 30 June 2027, and the revolving credit facility was most recently renewed on 20 October 2023 and is committed to 20 October 2026.

7   Availability of financial statements

The Group's Annual Report and Financial Statements for the year ended 31 March 2026 are expected to be approved by 16 July 2026 and will be posted to shareholders during the week commencing 20 July 2026.  Further copies will be available to download on the Company's website at: http://www.northernbearplc.com.  It is intended that the Annual General Meeting will take place at the Company's registered office, A1 Grainger, Prestwick Park, Prestwick, Newcastle upon Tyne, NE20 9SJ, at 1:00pm on 10 September 2026.