Interim Results

Worthington Group PLC
16 December 2005



WORTHINGTON GROUP PLC



Interim Report
for the half year ended
30 September 2005

16 December 2005

CHAIRMAN'S STATEMENT



These half year results follow on from the comments and changes which I
announced in the statement that accompanied the Annual Report.



These interim results are our first set of results prepared under International
Financial Reporting Standards (IFRS).  While the application of IFRS has no
significant impact on the reported results for the Group, the results for 2004
have been restated in accordance with IFRS.  Reconciliation of prior period
results to those restated under IFRS are shown in Note 3.  The main area of
impact on the Group is the inclusion in the balance sheet of the estimated
pension deficit, which is currently being funded at the rate of £250,000 per
annum.  This has been included within 'Non-current Liabilities' and the
movements in the deficit in the current and prior periods have been included in
'Reserves'.



On 1st August 2005 the joint venture with Jessop and Baird (Hong Kong) Ltd, in
Hong Kong and China was effected, and our former subsidiary became an associated
company for accounting purposes.   The trading results of our former subsidiary
up to 1st August are shown under the heading 'Discontinued Operations' together
with a write off of some £30,000 of fixed assets.



We have received an offer for the Fence Avenue site in Macclesfield for
£2,750,000 which we are pursuing (book value £3,066,000).  The anticipated sale
of the site at Eccleshill, Bradford did not materialize but we have received
another offer at £1,200,000 subject to planning permission.



Furthermore, we have now received an offer for the site at Keighley of some
£2,500,000 (book value £732,000) which we are expecting to complete at the end
of January 2006.  Heads of Agreement for this sale have been signed.



If these sales are completed then the Group will have some £4,000,000 of cash,
after the repayment of all outstanding borrowings together with two investments,
namely Trimmings by Design Ltd and Worthington Manufacturing Ltd, and of course
the continuing liabilities related to the pension scheme. It is envisaged that
all dormant subsidiaries will be wound up before the year end and their assets
and liabilities hived up into Worthington Group plc.



The contributions to the pension scheme continue to be a demand on our cash,
particularly as our income will be reduced following the sale of the Keighley
site, but some £4,000,000 of funds on final completion of property sales would
give us a number of good options.





J C Dwek CBE

Chairman

16th December 2005










Consolidated Income Statement

for the six months ended 30 September 2005


                                                                                  As restated     As restated
                                                                  Unaudited         Unaudited         Audited
                                                             6 months ended    6 months ended      Year ended
                                                               30 September      30 September        31 March
                                                                       2005              2004            2005

                                                                      £'000             £'000           £'000
Revenue:
Continuing operations                                                    67             2,516           4,812
Discontinued operations                                               1,335                 -            -
                                                                      1,402             2,516           4,812

Operating Loss
Continuing operations (before exceptionals)                           (110)             (174)           (306)
Exceptional items                                                         -             (672)           (872)
Discontinued operations (before exceptionals)                            59                 -               -
Exceptional items                                                         -                 -               -

Operating Loss                                                         (51)             (846)         (1,178)


Share of profits of associated undertakings                             35               125             149
Profit/(loss) on disposal of fixed assets                              (31)                 -              37
Loss before interest                                                   (47)             (721)           (992)

Net interest payable and similar items                                 (76)              (53)           (118)

Loss before taxation                                                  (123)             (774)         (1,110)

Taxation                                                               (10)              (37)            (44)

Loss on ordinary activities after taxation                            (133)             (811)         (1,154)

Dividends paid and proposed                                               -                 -               -

Retained loss                                                         (133)             (811)         (1,154)

Loss per share
- before exceptional items                                           (1.1p)            (1.1p)          (2.4p)
- after exceptional items                                            (1.1p)            (6.9p)          (9.8p)






Recognised gains and losses



There are no recognised gains or losses in the half year ended 30 September
2005, other than those shown in the above income statement.



Consolidated Balance Sheet

at 30 September 2005




                                                                                 As restated      As restated
                                                                 Unaudited         Unaudited          Audited
                                                              30 September      30 September         31 March
                                                                      2005              2004             2005
                                                                     £'000             £'000            £'000
Non-current assets

Property, plant and equipment                                          570             4,717            1,013
Interests in associated undertakings                                 1,119               809              811
                                                                     1,689             5,526            1,824
Current assets

Current asset investments                                            3,447                 -            3,480
Trade and other receivables                                          1,516             2,873            2,324
Cash at bank and in hand                                                 1                 1                1
                                                                     4,964             2,874            5,805

Total assets                                                         6,653             8,400            7,629

Current liabilities
Trade and other payables                                               333             1,215            1,009
Bank overdrafts and loans                                            1,000               862              971
                                                                     1,333             2,077            1,980

Non-current liabilities
Bank loans                                                           1,250             1,447            1,321

Retirement benefit obligation                                        2,188             2,518            2,313

                                                                     3,438             3,965            3,634

Total liabilities                                                    4,771             6,042            5,614

Net assets                                                           1,882             2,358            2,015

Equity

Called up share capital                                             11,807            11,807           11,807
Share premium account                                                9,836             9,836            9,836
Capital reserve                                                        128               128              128
Revaluation reserve                                                      -               285                -
Profit and loss account                                           (19,889)          (19,698)         (19,756)

Total Equity                                                         1,882             2,358            2,015







Consolidated Cash Flow Statement

for the six months ended 30 September 2005




                                                                               As restated     As restated
                                                                Unaudited        Unaudited         Audited
                                                           6 months ended   6 months ended      Year ended
                                                             30 September     30 September        31 March
                                                                     2005             2004            2005
                                                                    £'000            £'000           £'000
Reconciliation of loss for the period to net cash flow
from operating activities
Operating loss for the period                                        (51)            (846)         (1,178)
Depreciation/impairment and goodwill amortisation                      51              631             819
Movement in trade and other receivables                               808              538           1,087
Movements in trade and other payables                               (909)            (569)           (958)
Net cash outflow from operating activities                          (101)            (246)           (230)

Cash Flow from financing activities
Interest paid                                                        (86)             (63)           (138)
Proceeds from short term loans                                        100                -               -
Repayments of borrowings                                                             (145)           (278)
                                                                     (71)
Net cash used in financing activities                                (57)            (208)           (416)

Cash Flow from investing activities
Interest received                                                      26               26              52
Proceeds on disposal of plant and equipment                           403               19             121
Purchases of plant and equipment                                        -                -            (38)
Investments in associated undertakings                              (300)
Dividends received from associated undertakings                         -               66              66
Net cash used in investing activities                                 129              111             201

                                                                      .              .                   .
Decrease in cash and cash equivalents                                (29)            (343)           (445)





Reconciliation of movement in shareholders' funds

Loss for the period                                                 (133)            (811)         (1,154)
Net reduction in shareholders' funds                                (133)            (811)         (1,154)
Opening shareholders' funds                                         2,015            3,169           3,169
Closing shareholders' funds                                         1,882            2,358           2,015









Worthington Group plc



Notes to the Interim Statements for the six months ending 30th September 2005



1. Basis of Accounting



The attached interim financial statements are the first interim financial
statements following adoption of International Financial Reporting Standards
(IFRS). As the Group has not previously published a full set of financial
statements under IFRS, the content of these statements has been expanded to
include summarised reconciliation of loss before taxation, net assets and
shareholders' funds from previously reported amounts under UK GAAP for year
ended 31 March 2005, together with detailed explanations of the main UK GAAP -
IFRS differences.



EU law (IAS regulation EC 1606/2002) requires that the next annual consolidated
financial statements of the company, for the year ending 31 March 2006 be
prepared in accordance with International Financial Reporting Standards (IFRSs)
adopted for use in the EU ('adopted IFRSs').



The financial information contained in this report has been prepared in
accordance with IFRS standards as adopted by the EU at 30 September 2005 or as
expected to be adopted by the EU at 31 March 2006. The adopted IFRSs that will
be effective (or available for early adoption) in the annual financial
statements for the year ending 31 March 2006 are still subject to change and to
additional interpretation and therefore cannot be determined with certainty.
Accordingly, the accounting policies for that annual period will be determined
finally only when the annual financial statements are prepared for the year
ending 31 March 2006.



The information for the year ended 31 March 2005 does not constitute statutory
accounts as defined in section 240 of the Companies Act 1985. A copy of the
statutory accounts for that year has been delivered to the Registrar of
Companies. The auditors' report on those accounts was unqualified.



The preparation of financial statements in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of policies and reported amounts of assets, liabilities, income and
expenses. The estimates and assumptions are based on historical experience and
other factors considered reasonable at the time, but actual results may differ
from these estimates. Revisions to these

estimates are made in the period in which they are recognised.





2. Loss per share



Loss per share is calculated by reference to the average number of shares in
issue in the period amounting to 11,807,016 shares (six months to 30 September
2004: 11,807,016 shares) and on a loss after taxation of £133,000 (six months to
30 September 2004: loss of £811,000).



The taxation credit is calculated by applying the directors' best estimate of
the annual tax rate to the loss for the period.





Worthington Group plc



Notes to the Interim Statements for the six months ending 30th September 2005







3. Reconciliation between IFRS and UK GAAP



The tables below set out the reconciliation between the IFRS accounting
standards adopted on 1st April 2005 and the UK GAAP accounting standards
previously used in the preparation of the Group's accounts.




                                                        30 September 2005     30 September  31 March  2005
                                                                                      2004
                                                                    £'000            £'000           £'000

Loss before Taxation under IFRS                                     (133)            (811)         (1,154)

Retirement benefit contribution adjustment                          (125)            (150)           (355)

Loss before taxation under UK GAAP                                  (258)            (961)         (1,509)

Net Assets

Net assets under IFRS                                               1,882            2,358           2,015

Retirement benefit obligation                                       2,188            2,518           2,313

Net assets under UK GAAP                                            4,070            4,876           4,328

Capital and Reserves

Shareholders funds under IFRS                                       1,882            2,358           2,015

Retained earnings adjustment                                        2,188            2,518           2,313

Shareholders funds under UK GAAP                                    4,070            4,876           4,328









4. Availability of Interim Report



A copy of this report is being sent to shareholders and copies are available
from The Secretary, Worthington Group plc, Suite 1, Courthill House, 66 Water
Lane, Wilmslow, Cheshire SK9 5AP.




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