Crawshaw Group Regulatory News (CRAW)

Notes to the condensed consolidated financial statements

1. BASIS OF PREPARATION

Reporting Entity

Crawshaw Group Plc (the "Company") is a company incorporated and domiciled in the UK.

The condensed consolidated interim financial statements of the Company as at and for the six months ended 31 July 2015 comprise the Company and its subsidiaries (together referred to as the "Group") and equity account the Group's interest in jointly controlled entities.

Basis of Preparation

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting', as adopted by the EU and do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 January 2015. The annual financial statements of the Group are available upon request from the Company's registered office.

The comparative figures for the financial year ended 31 January 2015 are not the Company's statutory accounts for that financial year. Those accounts have been reported on by the Company's auditors and delivered to the registrar of companies. The report of the auditors was (i) unqualified, (ii) did not include a reference 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.

The condensed consolidated interim financial statements have not been audited but have been reviewed by the Company's auditors. Their review report for the 6 month period ended 31 July 2015 is set out on page 14.

These condensed consolidated interim financial statements were approved by the Board of Directors on 29 September, 2015.

Significant Accounting Policies

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 January 2015, as described in those annual financial statements, which were prepared in accordance with IFRS as adopted by the EU.

Significant Judgements, Key Assumptions and Estimation Uncertainty

The preparation of the condensed consolidated interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and other factors that are believed to be reasonable at the time the estimate is made. Actual results may differ from these estimates.

In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended 31 January 2015.

Going Concern

The Group meets its day to day working capital requirements through cash generated from operations. Current cash balance is £6.0m with HP commitments of £0.1m.

The Directors have reviewed the profit and cash forecasts of the Group with appropriate sensitivities around operational performance. The Directors have concluded that the Group will have sufficient cash to meet its obligations and to pursue its existing strategy. Accordingly the Directors consider that these statements should be prepared on a going concern basis.

Basis of Consolidation

The consolidated financial information includes the financial information of the Company and its subsidiary undertakings made up to 31 July 2015 (together referred to as the 'Group').

 2. REVENUE

 The Directors have undertaken a review of the Group's continuing operations and their associated

 business risks. The Directors consider that the continuing operations represent one product offering

 with similar risks and rewards and should be reported as a single business segment in line with the

 Group's internal reporting framework. All revenue received during the period was received from

 customers within the United Kingdom.

Unaudited Audited Unaudited

6 Months 12 Months 6 Months

3. ADJUSTED EBITDA 31.7.15 31.1.15 31.7.14

£ £ £

EBITDA 491,200 1,573,174 874,303

Accelerated Opening Costs 742,000 200,000 -

Adjusted EBITDA 1,233,200 1,773,174 874,303

Adjusted EBITDA is stated after adding back accelerated opening costs. Accelerated opening costs

are defined by the Group as the investments in people, processes and systems in the year to provide

direct support for our accelerated store opening program.

Unaudited Audited Unaudited

6 Months 12 Months 6 Months

4. EXCEPTIONAL ITEMS 31.7.15 31.1.15 31.7.14

£ £ £

Exceptional costs in the period relate to:

Acquisition costs - Gabbotts Farm Ltd 97,300 - -

6. EARNINGS PER ORDINARY SHARE

Basic earnings per ordinary share is calculated by dividing the earnings attributable to the ordinary shareholders by the weighted average number of ordinary shares outstanding during the period of 78,818,795 (31/01/15: 68,556,045) (31/07/14: 58,123,194).

Diluted EPS is calculated by dividing the profit for the year attributable to the ordinary shareholders by the weighted average number of ordinary shares in issue adjusted to assume conversion of all potentially dilutive ordinary shares from the start of the period, giving a figure of 79,642,323 (31/01/15: 68,556,045) (31/07/14: 58,123,194).

7. CAPITAL AND RESERVES

9. RELATED PARTY TRANSACTIONS

Crawshaw Butchers Limited, a subsidiary of Crawshaw Group Plc, holds a 50% share in a partnership which trades under the name of RGV Refrigeration. The operations of the partnership comprise of the maintenance and repair of refrigeration machinery for a variety of customers.

10. ACQUISITION

On the 11th April 2015 the Company acquired the entire share capital of Gabbotts Farm Ltd for a total consideration of £4.4 million in cash.

The acquisition has been accounted for under the acquisition method of accounting. The provisional fair value of net assets acquired is £937,014 Goodwill of £3,415,221 has therefore arisen.

11. SHARE BASED PAYMENTS

Shares were granted under the Crawshaw Group plc Long-Term Incentive Plan on 24th April, 2015. The shares are 'growth shares' in a subsidiary, Crawshaw Butchers Ltd, but have value linked to the market capitalisation of Crawshaw Group plc. Shareholders are entitled to a maximum pool of 10% of the growth in value of the market capitalisation of Crawshaw Group plc over the hurdle rate, where the hurdle rate is set as a premium of 15% to market capitalisation immediately prior to the award of the shares.

Shareholders have the option to "put" their Eligible Put Shares on the occurrence of the following events:

· The First and Second Put Dates: Shareholders can put 1/6th of their Shares from the first anniversary of the date of grant and a further 1/6th of their Shares from the second anniversary of the date of grant.

· The achievement of the Performance Conditions: Shareholders can put 1/3rd of their Shares once the market capitalisation of Crawshaw Butchers has increased by 50% since the date of grant. In addition, shareholders can put a further 1/3rd of their Shares once the market capitalisation of Crawshaw Butchers has increased by 100% since the date of grant.

· On a voluntary winding up or change of control of Crawshaw Group plc.

The fair value of the awards is determined by using the Monte Carlo model and allowance has been made for the following assumptions: Expected exercise date, expected volatility of total shareholder return, expected future dividends and the risk free rate of interest. 100,000 simulations were used in the Monte Carlo model and set out below is a summary of the key data.

The expected Volatility is wholly based on the historic volatility simulated over differing time periods to the date of grant.

The fair value of the liability is re-measured at each balance sheet date to take into account non-market related changes. The total expense for the period between 24 April and 31 July, 2015 is £142,000.

 INDEPENDENT REVIEW REPORT TO CRAWSHAW GROUP PLC

Introduction

We have been engaged by the company to review the condensed set of financial statements in the half-yearly report for the six months ended 31 July 2015 which comprises the Condensed Consolidated Statement of Comprehensive Income, Condensed Consolidated Balance Sheet, Condensed Consolidated Statement of Changes in Shareholders' Equity, Condensed Consolidated Cash Flow Statement and the related explanatory notes. We have read the other information contained in the half-yearly report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with the terms of our engagement. Our review has been undertaken so that we might state to the company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have reached.

Directors' responsibilities

The half-yearly report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly report in accordance with the AIM Rules.

As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this half-yearly report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the UK. 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 Ireland) 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.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly report for the six months ended 31 July 2015 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the AIM Rules.

Frances Whittle

for and on behalf of KPMG LLP

Chartered Accountants

1 The Embankment

Neville Street

Leeds

LS1 4DW

29th September, 2015

Directors and Advisors

Directors

R S Rose

K P Boyd

L J Sherratt

M Naughton-Rumbo

N N J Collett

Company Secretary

L J Sherratt

Company Number

04755803

Registered Office

Unit 4

Sandbeck Way

Hellaby Industrial Estate

Rotherham

S66 8QL

Auditors

KPMG LLP

1 The Embankment

Neville Street

Leeds

LS1 4DW

Bankers

Royal Bank of Scotland plc

Yorkshire Corporate Banking

3rd Floor

2 Whitehall Quay

Leeds

LS1 4HR

Nominated Adviser and Broker

Peel Hunt

Moor House

120 London Wall

London

EC2Y 5ET

Registrars and Receiving Agents

Capita RegistrarsThe Registry34 Beckenham RoadBeckenhamKentBR3 4TU

Solicitors

Atticus Legal

Castlefield House

Liverpool Road

Castlefield

Manchester

M3 4SB