213800RWZMK3ARHMUN52-2024-03-31-en.xhtml

Bringing joy

to everyday

cooking

Annual Report and Accounts 2024

Group plc Annual Report and Accounts 2024

Our mission

To be the customers’ first choice for kitchenware

Introduction

Equipping

everyone with

the tools to bring

joy to everyday

cooking

ProCook is the UK’s leading direct-

to-consumer specialist kitchenware

brand, providing customers a

distinctive multichannel shopping

experience with our high-quality range

of direct-sourced kitchenware at

unbeatable value. We’re a responsible

retailer committed to being a force for

good for all stakeholders.

Accelerate profitable

sales growth

Read more on pages 19 to 21

Read more about our 4 strategic priorities:

Group plc Annual Report and Accounts 2024

    Store locations

    Store Support Centre

Contents

Operational overview

We operate from our Store Support

Centre located in Gloucester which

is home to our logistics, customer

services and all central functions.

We currently have 58 stores spread

geographically throughout the

UK located in leisure-based retail

centres. Our stores offer customers

outstanding service providing

convenience, the opportunity

to test products, and helpful

service from knowledgeable

colleagues.

Customers can also shop

online for home delivery at

www.procook.co.uk

Visit our website at: www.procookgroup.co.uk

Strategic Report

02 Chair’s introduction

04 CEO’s review

06 Business model

08 Engaging with stakeholders

10 Strategy for growth

12 Accelerate profitable

sales growth

17 Improve operating efficiency

18 Create an even better place

to work

19 Being a force for good

22 Sustainability

34 Task Force on Climate-Related

Financial Disclosures

38 Progressing towards net zero

40 Climate-related risk register

43 Non-financial information and

sustainability statement

44 Key Performance Indicators

46 CFO’s review

50 Risk management

52 Principal risks and uncertainties

64 Assessing long-term viability

Governance Report

66 Chair’s governance letter

68 Governance framework

70 Board of Directors

72 Division of Directors’

responsibilities

74 Board activities

78 S.172 statement

80 Making the right decisions for our

stakeholders

82 Nomination Committee report

85 Audit and Risk Committee report

88 Remuneration Committee report

90 Directors’ Remuneration Policy

101 Annual Report on Remuneration

108 Directors’ report

113 Statement of Directors’

Responsibilities

Financial Statements

114 Independent auditor’s report

122 Consolidated Financial

Statements

126 Consolidated Financial

Statements Accounting Policies

137 Notes to the Consolidated

Financial Statements

158 Parent Company Financial

Statements

160 Parent Company Financial

Statements Accounting Policies

163 Notes to the Parent Company

Financial Statements

166 Alternative Performance

Measures

Group overview

Revenue

£62.6m

FY24

£62.3m FY23

Gross profit margin %

APM

65.7% FY24

61.5% FY23

Underlying PBT

APM

£1.0m FY24

(£0.2m) FY23

Free cash flow

APM

£2.0m FY24

(£0.5m) FY23

LFL Revenue %

APM

(2.0%) FY24

(10.7%) FY23

Number of new

customers (‘000)

687 FY24

692 FY23

Number of active

customers in the last

12 months (‘000)

1,047 FY24

991 FY23

Trustpilot

score

4.8 FY24

4.7 FY23

Number of

retail stores

57 FY24

58 FY23

Colleagues employed

at reporting date

578 FY24

624 FY23

APM

This report contains Alternative Performance Measures,

which may not be defined in accordance with Statutory

measures

Read more on pages 166 to 169.

01Group plc Annual Report and Accounts 2024

Overview

Our refreshed

strategy is focused

on accelerating

profitable growth,

the pace of change

and urgency of

delivery has been

renewed, and we

have greater clarity

around strategic

priorities and

direction.”

Greg Hodder

Chair

Since I joined ProCook shortly before

the IPO in November 2021, we have

been through a period of significant

change as the Group became a larger

and a publicly-listed business. We

have navigated extremely challenging

trading conditions which have

affected consumers disposable

income and inflated our cost base,

whilst making the right investment

decisions for continued long term

growth. The journey has not been

easy, but we are beginning to see

momentum build in the Group’s

trading performance, returning

ProCook to growth, profitability and

positive cash generation.

In September last year our new CEO

Lee Tappenden succeeded Daniel

O’Neill, the Group’s founder who has

now transitioned to a Non-Executive

role. Lee has brought energy, vision

and different perspectives. In the

months since Lee’s arrival, the pace

of change and urgency of delivery has

been renewed, and we have greater

clarity around strategic priorities and

direction. The open and ambitious

culture built by Daniel over the years,

has been a galvanising force with our

colleagues working together to build a

better business and to better serve our

customers.

Lee has established his new

Leadership Team for the next chapter,

and we now have a majority of women

around the Leadership Team table

having welcomed Marta Navas as

Ecommerce Director, Claire Tait

as Marketing Director and Laurie

Haughton as Commercial Director.

The right senior team is now in place to

accelerate profitable growth over the

medium term.

ProCook is a business which has a

unique position in its sector, with

our own-brand and direct-sourced

specialist offer. Our customer

proposition is excellent, providing

customers high quality products

at unbeatable value always with

outstanding service both in-store and

online. Once discovered, customers

are great advocates, but our market

share and brand awareness remain

low providing significant opportunity

for growth, while our strong business

foundations provide a solid platform

from which we can build on.

Our refreshed strategy is rightly

focused on capturing this growth

opportunity. Our store network

today serves less than 40% of the

UK population and by expanding our

physical footprint we will not only

drive profitable sales growth, but our

increased physical presence will act as

a beacon for the brand helping to raise

awareness.

The launch of tableware in 2019 and

electricals in 2023 give us confidence

that we can continue to develop the

product range, extending and adding

new categories and adding more

seasonal relevance and inspiration

which we know our customers want.

Whilst ProCook’s customer service

is already excellent-rated, this will

be elevated to a new level by an even

deeper focus on our customer which,

accompanied by our brand building

activities particularly through digital

channels, will allow us to increase

awareness, advocacy and loyalty.

Chair’s introduction

02 Group plc Annual Report and Accounts 202402

Professional

Steel cookware

Cost pressures remain high, and a

relentless focus on cost-discipline and

operational efficiency is critical. By

improving supply chain effectiveness

and use of technology, the Group will

reduce costs to serve and become

more nimble.

Dividend

In light of the continued macro

uncertainty, and the Group’s plans

to continue to invest in areas which

will support future performance

and growth, the Board is not

recommending a dividend payment

for this financial year in order to

preserve cash within the business

during this period. The Board will

continue to review dividend payments

in future periods in line with the

Group’s Capital Allocation Policy.

Our Board

I am committed to ensuring that the

Board remains focused on strategy

development and execution whilst

we continue to take our governance

commitments very seriously.

These two parallel tracks are key to

generating a sustainable business

that delivers for all our stakeholders.

The Non-Executive Directors continue

to work very well with the Executives

and wider Leadership Team, providing

relevant sector experience and skills

with pragmatic knowledge-sharing

and insight, combined with appropriate

challenge on strategic, operational and

governance matters.

In June, we welcomed Meg Lustman to

our Board as Non-Executive Director

and Chair of the Remuneration

Committee to replace Luke Kingsnorth.

Meg brings over 35 years of retail

experience to the Board which will

be invaluable as we continue to build

on the growing momentum in our

performance.

Luke, who has been with us since IPO

and added tremendous value over

the last three years, has now stood

down from the Board to focus on other

professional commitments and I would

like to thank him for the consistent high

quality of his contributions during his

time with us.

Being a force for good

ProCook is a responsible retailer,

an ethos which is embedded in our

proposition and cultural values. We

remain focused on listening to our

colleagues and creating an even

better place to work. Our continued

membership of the Real Living Wage

Foundation reflects our commitment

to support our people as best we can

through the pressures of the cost-of-

living crisis, providing fair pay for all.

We are taking the right steps to

progress our ambition to achieve

net zero by 2040 and, as a B Corp,

we believe that we can be a force for

good, encouraging customers and

other organisations to make positive

choices which help protect our planet

and better serve the communities we

operate in.

The support from all our people and

suppliers to our mission has been

outstanding and on behalf of the

Board, I would like to express our

sincere thanks.

Greg Hodder

Chair

25 June 2024

03Group plc Annual Report and Accounts 2024 03

Strategic Report

CEO’s review

I am pleased to provide my first

report as CEO of ProCook and I

would like to take the opportunity

to thank all ProCook colleagues for

the very warm welcome and their

continued commitment, passion

and customer-focus during what has

been an extremely challenging trading

environment over the last two years.

In the months since I joined, my initial

impressions of the business have been

reinforced. The Group has real strength

in its own-brand, direct sourced model,

providing a specialist retail offer with a

high quality product range. The service

delivered by our passionate colleagues

in our retail stores is outstanding, and

this helps build strong loyalty once

customers find us.

I am pleased that the team under

Daniel O’Neill’s leadership have

invested wisely in capability and

infrastructure, building solid

foundations to support future growth.

These strong foundations and

our unique specialist proposition,

combined with low brand awareness

and a fragmented marketplace,

provide a significant opportunity for us

to accelerate profitable growth.

Building momentum and

improving performance

Trading momentum has improved

throughout the last financial year and

ProCook has returned to profit and

generated positive cash flows in FY24.

Market conditions have remained

challenging with the macro backdrop

impacting customers’ disposable

incomes and spending decisions.

Total revenue of £62.6m was up 0.4%

year on year, and when excluding the

impact of discontinued Amazon EU

channels that were exited last year,

revenue increased by 1.7% reflecting

modest market share gains.

Gross margins recovered to 65.7%

(FY23: 61.5%) following the impact

of heightened shipping costs in last

year’s results, and with continued cost

discipline the Group has delivered

an improved underlying profit before

tax of £1.0m (FY23: loss of £0.2m).

Statutory reported profit before tax

increased to £0.7m (FY23: loss of

£6.5m, including £4.4m of impairment

expenses).

Retail performance has remained

resilient with revenue increasing by

8.7% including like for like growth

of 2.8% and the impact of two new

and one upsized stores. We took the

opportunity to close three smaller,

less profitable, garden centre stores

in quarter four as lease break points

became available. Like for like growth

was driven by product innovation

including the launch of new Electricals

ranges, pricing improvements for

customers, and continued focus on

delivering outstanding customer

service.

Ecommerce revenue declined by

11.5% including a 2.8% point impact

of the discontinued Amazon channels,

and lower sales on our own website

which reduced by 8.7% year on

year. Performance was impacted by

disruption from the transition to a new

platform which began in early Summer

and had lasting effects through to

Black Friday, and has since improved,

delivering stronger conversion rates

and reduced time to develop new

customer features.

The Group ended the financial year

with net debt of £0.7m (FY23: £2.8m)

reflecting free cash flow generation of

£2.0m (FY23: outflow of £0.5m) and

available liquidity of £15.3m.

Read more: Further

information about our

strategic priorities is set out

in the following sections:

Accelerate profitable sales

growth - page 12

Improve operating efficiency -

page 17

Create an even better place to

work - page 18

Being a force for good - page 19

04 Group plc Annual Report and Accounts 202404

Our strategy for growth

Over the last 28 years ProCook has

developed its business model to

offer customers high quality products

at unbeatable value, delivered with

outstanding multichannel service.

During the year the Group further

improved its excellent-rating

from Trustpilot with over 110,000

5-star reviews received and was

again recognised by Which? as a

Recommended Provider ranking

joint second in the UK by customer

review score.

Following a period of significant

growth before and during Covid-19, the

Group has gone through a period of

significant change in the last two years,

consolidating operations, investing

for future growth, and we have now

established our new Leadership Team

for the next chapter after welcoming

our new Ecommerce, Marketing and

Commercial Directors to the team.

During the months since I joined the

Group, I have worked with the Board

and Leadership Team to develop a

refreshed strategy to drive forward

our specialist proposition and unique

business model with the focus, energy

and pace needed to accelerate our

mission to become the customers’

first choice for kitchenware. Our plan

will deliver sustainable and profitable

growth for all of our stakeholders and

we are targetting 100 retail stores,

£100m, revenue and 10% operating

profit margin over the medium term.

This Annual Report sets out the

strategic progress we’ve made in the

last year and the activities which we will

be pursuing in the years ahead, namely:

Accelerate profitable

sales growth

Expand our store network: Enabling

more customers to shop in our stores

by increasing physical retail coverage

towards 100 profitable stores across

the UK.

Strengthen our product offer:

Creating more reasons to shop

with us by adding extended ranges

and improving our seasonal and

promotional campaigns, adding more

inspiration and broadening our appeal.

Deliver best in class omnichannel

customer service: Putting the

customer first to deliver even better

service and a seamless experience

across in-store and online, however

our customers want to shop with us.

Grow brand awareness and

customer engagement: Helping

more customers discover ProCook for

the first time, and encouraging more

existing customers to shop with us

again by adding more personality and

personalisation.

Improve operating

efficiency

Supply Chain Transformation:

Transforming our supply chain to

better serve our retail stores and

customers, by increasing delivery

frequency, reducing out of stocks and

improving availability whilst operating

at a lower cost.

Resilient and scalable Technology

solutions: Developing and evolving

our technology solutions and

capabilities to support greater

operational efficiency while improving

ease of use for our customers and

colleagues.

Create an even better

place to work

Developing our teams and our

leadership capabilities: Enhancing

our service and product training for

all customer-facing colleagues to

further improve customer experience

and focusing on our leadership

development to ensure we deliver on

our accelerated growth ambition.

Building a high performance culture:

Adding greater pace and urgency

into our ways of working to ensure

our people are focused on the right

priorities and deliver effectively

together as one team.

Being a force for good

Reducing our environmental

footprint: Continuing the great work

that has already been achieved to help

protect our planet, by progressing

our action-plan to deliver on our

commitment of Net Zero by 2040.

Caring for our communities:

Increasing our support for the local

communities in which we operate,

acting as a force for good for society

as a whole.

Outlook for the year ahead

The Group has had a strong start to

the new financial year with trading

momentum continuing to build on

the trend established during the last

financial year. During the first quarter

of FY25, we delivered like for like sales

growth of 3.5% with positive year on

year performance in both Retail (+2.4%

LFL) and Ecommerce (+5.5% LFL).

Including the effect of new stores (net

of store closures last year) our total

revenue increased by 5.6%.

Whilst mindful of the uncertain

macro backdrop, we are confident

in our unique specialist proposition

and encouraged by the improving

momentum we have been delivering

over the last year.

In FY25 we expect to deliver modest

revenue growth, primarily driven by a

recovery in Ecommerce sales, following

the website transition disruption last

financial year, and the planned opening

of ten new stores in the current year.

We anticipate maintaining gross

margins, whilst delivering products at

unbeatable value. Our continued focus

on cost discipline across our business

is expected to deliver further operating

efficiencies which will allow us to re-

invest carefully to accelerate future

profitable growth.

Despite the continued macro-

economic and geo-political

challenges, our refreshed strategy

and strengthened customer focus

is beginning to deliver improved

performance and we have both

the opportunity and a clear plan to

accelerate this further.

Lee Tappenden

Chief Executive Officer

25 June 2024

05Group plc Annual Report and Accounts 2024 05

Strategic Report

Business model

Technology

Data

Websites

Customer Services

Retail Stores

Logistics

Supply Chain

Quality

products

Unbeatable

value

Distinctive

multichannel

service

responsible

retailer

Always do the

right thing

Obsessed

with quality

Focused

on value

Create a great

place to work

Care for our

communities

and planet

Build a better

business

Bringing joy

to everyday

cooking

ﬁ

ffi

How we bring joy to everyday cooking

Quality products

At every price point, we offer high

quality, thoughtfully designed

products, that are built to last

Our products are designed, sourced,

and refined by our in-house design

and buying teams, who focus on

quality, functionality, durability,

sustainability, and style to ensure

our customers enjoy using them in

everyday cooking for many years.

We are obsessed with quality and

committed to working in a transparent

and fair way with our suppliers to

improve manufacturing standards and

promote responsible sourcing.

Unbeatable value

Our own-brand products and direct

sourced model enables us to offer

lower prices for our customers

Our business model allows us to offer

unbeatable value for our customers

as we design and source products

direct from the manufacturers. We

target savings for our customers of

at least 30% against comparable

products from competitor brands.

Additionally, we serve up great offers

and promotional ranges through

the year to provide value to our loyal

customer base.

Distinctive multichannel

customer service

We delight our customers with

outstanding service, both in-store and

online, making it easy to shop with us

Our 58 retail stores are spread

throughout the UK and provide

customers a convenient and

inspirational shopping experience.

Our knowledgeable and friendly

colleagues offer best-in-class

customer service levels and help

customers to trial products in store

and select the right products for

their needs.

Our proprietary website is designed

to be easy to use and inspirational,

with convenient home delivery and

payment options for customers. We

merchandise products using high-

quality imagery and video content

produced in our own studio to inspire

our customers.

A responsible retailer

We’re a B-Corp. We pay all colleagues

the Real Living Wage, while protecting

our planet and serving our communities

As a certified Great Place to Work

company, we are committed to

treating our people well. We employ

over 600 colleagues across our stores,

logistics, customer service and central

support functions. Our culture reflects

our family heritage, and our teams are

agile, collaborative, and passionate in

delivering for our customers.

We care for our communities too,

raising funds for Life’s a Beach and

our colleague-nominated charity of

the year as well as supporting Young

Gloucestershire. With substantial

progress already made in reducing our

impact on the environment we have

a clear target of achieving Net Zero

by 2040.

Our new Store Support Centre, which

is home to central support teams

including our logistics operations, is

BREEAM “Excellent” rated with strong

sustainability credentials.

Our direct-sourced

and direct to consumer

business models allows us

to offer quality products

at unbeatable value to

our customers, which we

deliver with outstanding

multichannel service.

We’re a responsible retailer

who believes in being a

force for good, creating

greater value for all our

stakeholders.

06 Group plc Annual Report and Accounts 202406

How we create value for all our stakeholders

As a B Corp we are committed to being a force for good for the

benefit of all of our stakeholders and to have a material positive

impact on society and the environment.

Customers

Our mission is to become the customers’ first choice for kitchenware. In order

to achieve our strategic ambitions, it’s essential we attract new customers

to shop with us and grow engagement and loyalty with our existing customer

base. We constantly strive to improve our proposition for our customers

to offer even greater value, broader choice and an exceptional service

experience every time they shop with us.

Which? Recommended Provider December 2023 with a Customer

score of 82%

Colleagues

We’re committed to creating an even better place to work for our people who

are key to the long-term development of our brand. Colleague engagement

and motivation is vital to us fulfilling our purpose, protecting our culture, and

delivering on our strategy so we pay all colleagues at least the Real Living Wage,

and are committed to supporting their personal development and well-being.

We’re a Great Place to Work

three years running

Real Living Wage Foundation

member since 2021

Suppliers

We believe in treating everyone fairly, including our suppliers. This has

allowed us to build enduring supplier relationships, some for over 20 years,

which ensures that we are always working towards a common goal. We work

together with our suppliers to bring new products to market, driving up their

production volume, while encouraging and supporting their sustainability

programmes.

Working with Sedex and our suppliers to promote more sustainable

manufacturing practices

Communities

We are committed to caring for our communities and planet and being a

force for good in our communities. The positive impact we create reinforces

ProCook as a great place to work, and a great place to shop.

Partnering with Life’s a

Beach since 2019

New colleague-nominated

charity of the year for FY25

Shareholders

We recognise that the trust of our shareholders, through their ongoing

engagement, ensures continued support and investment, in turn supporting

ProCook’s continued growth and development. We’ve begun a programme

to improve direct communication and engagement with retail investors to

ensure that everyone has the chance to learn about our Group.

Adopting IMC for expanded reach to all investor groups

commencing with FY24

07Group plc Annual Report and Accounts 2024 07

Strategic Report

Engaging with stakeholders

Section 172(1)

Statement

Our decisions and actions

have significant impacts on our

stakeholders, and in delivering our

strategy and fulfilling our purpose

we are guided by our values to

always do the right thing. We are

committed to regular, open, and

effective engagement with our

stakeholders and recognise that

this is essential to ensure that the

impacts of important decisions

we make are appropriately

considered.

The Directors confirm that they

have, during the year, acted in a

way that they consider, in good

faith, to be most likely to promote

the success of the Company for

the benefit of its members and

stakeholders as a whole, and in

doing so have had regard to the

matters set out in s172(1) (a) to (f) of

the Companies Act 2006.

Further information on how the

Directors have fulfilled their s172(1)

duties, as well as examples of

decision-making is set out in the

Governance Report.

Read more: S. 172

statement – pages 78

to 79

Customers

What matters most

• Product quality, design, choice,

and value for money

• Ease of shopping experience

across all touchpoints

• Inspiration and advice

• Sustainability

How we engaged

• This year we ran a series of

customer listening groups at our

Store Support Centre listening

to their experiences of shopping

with ProCook and learning how to

improve. We also completed 1,200

non-purchasing customer exit

surveys at our stores helping us to

understand our strengths and points

of friction

• During the year, we launched Net

Promoter Score surveys on our

website and at the end of the year

this was implemented for customers

in our stores. We have begun

collecting and reviewing data at our

Customer Focus Group

• We have scaled our activity on

organic social media channels over

the last 12 months, introducing our

resident food expert to showcase

“how-to guides” and recipe hints

and tips for customers, which is

building engagement

Priorities for the year ahead

• Embed NPS as a key performance

indicator for internal reporting, adding

surveys to more touchpoints including

Customer Service and post-delivery.

Ensure action, based on customer

feedback, is taken promptly through

the Customer Focus Group

• Undertake more customer listening

groups to ensure we hear and learn

from our customers experiences.

Embed customer feedback and focus

into our commercial, marketing and

operational activities

• Continue to develop organic social

media capability, developing a loyal

and engaged customer community

• Improve our CRM programme to build

customer loyalty and engagement

Read more: Strategy for growth

– pages 10 to 11

Colleagues

What matters most

• Our culture and values

• Wellbeing

• Community and the environment

• Regular communication on

objectives, performance, and

strategy

• Personal development and

fair reward

How we engaged

• Every four weeks we hold a live

online Company-wide Town Hall led

by the Executive and Leadership

Team, allowing us to improve

communication and alignment,

celebrate success, and share

important messages. Each week

we hold separate Retail and Store

Support Centre “huddles” which

bring our colleagues together, to

share news and hear feedback

• Each year we run 2 managers

conferences where we share

strategy updates, deliver training and

provide colleagues the opportunities

to share experiences with each other

• We are committed to listening to

our colleagues’ feedback through

engagement surveys. This year we

were recognised as a Great Place to

Work

for the third year running. We

heard that cost-of-living pressures

were a significant concern and we

acted to support colleagues through

this difficult period

• Our Colleague Advisory Panel meets

quarterly to discuss themes which

are important to colleagues, with

reps from across the business.

Suggestions are presented to

the Leadership Team who take

responsibility for implementation

Priorities for the year ahead

• Extend our managers conferences

to include all colleagues in the Store

Support Centre to improve inclusivity

in strategy communications and

objective setting

• Progress with fundraising activities for

our colleague-nominated charity of

the year

Read more: Sustainability:

Our Product – pages 32 to 33

09Group plc Annual Report and Accounts 2024 09

Strategic Report

Becoming the customers’ first

choice for kitchenware

We bring joy to everyday cooking by

providing customers high quality products

at unbeatable value, delivered with our

consistently excellent service

Strategy for growth

The Leadership Team have developed a refreshed

strategy to drive forward the Group’s specialist

proposition and unique business model with focus,

energy and pace to accelerate our mission of becoming

the customers’ first choice for kitchenware, and to

deliver sustainable and profitable growth for all of

our stakeholders.

Accelerate profitable

sales growth

Leverage our existing business

model to capture market share

and drive profitable growth

Expand our store network

Enabling more customers

to shop in our stores

throughout the UK, with

disciplined payback criteria

as we accelerate towards 100

profitable stores

Strengthen our

product offer

Create more reasons to shop

with us with extended ranges

and improved seasonal

and promotional product,

adding more inspiration and

broadening our appeal to more

customers

Deliver best-in-class

omnichannel customer

service

Putting the customer first to

drive improved service and a

seamless experience across

in-store and online

Grow brand awareness

and customer

engagement

Help more new customers

discover ProCook and

encourage more existing

customers to shop with

us again

1010 Group plc Annual Report and Accounts 2024

Improve operating

efficiency

Building on our strong

foundations to ensure we stay

lean and agile, with strong cost

discipline as we grow sales

volumes

Supply chain

transformation

Making our operations more

efficient to deliver better

service and availability for

customers at lower cost

Resilient and scalable

technology solutions

Trusted technology, which

is easier for customers and

colleagues to use

Create an even better

place to work

Developing our people and

culture for our future together

Developing our teams

and our leadership

capabilities

Tailored customer service and

leadership training to deliver

our growth ambition

Building a high-

performance culture

Adapting our culture to move

with more pace and urgency,

delivering together as one team

Being a force

for good

Doing business the right way,

as a responsible retailer we are

committed to always doing the

right thing

Reducing our

environmental footprint

Delivering on our commitment

of Net Zero by 2040 to help

protect our planet

Caring for our

communities

Supporting the local

communities in which we

operate for the good of society

as a whole

1111

Strategic Report

Group plc Annual Report and Accounts 2024

Accelerate profitable sales growth

Our primary strategic objective is to drive profitable sales

growth through our existing business model, growing

our customer base and UK market share, and enabling

us to better leverage our fixed cost base and improve

operating profit margins.

Expand our store network

Enabling more customers to

shop in our stores

We have set a medium-term target of

100 retail stores in the UK, following

a comprehensive data-driven study

supported by Newmark (retail

commercial real estate experts) to

understand our store network of the

future, and the opportunities we have

to grow our footprint.

At the time of the study, the existing

57 ProCook stores served just 36.5%

of UK population catchments and

had limited presence in key shopping

centres throughout the UK including

many large cities with high retail

densities. Additionally, our retail sales

mix remains lower than the UK market

average at 62% (UK Kitchenware

market

: 72%).

As our brand prompted awareness

remains low, opening new stores

presents a significant opportunity

to grow our market share and deliver

profitable sales growth from the stores

themselves, combined with the online

halo effect benefit, which we observe

as we open new retail locations, while

also building brand awareness across

the country.

Following the work done by Newmark,

we have enlisted their support to help

us identify and negotiate terms for

new store opportunities in our priority

target locations. We will seek to open

an average of five to ten new stores

each year as we expand our network.

Alongside this expansion work, we

will incrementally improve our store

design concept over time, adding

more inspiration, and enhancing self-

service information and merchandising

for our customers.

Disciplined investment criteria

to enhance value creation

Our new store development

operations are efficient and cost-

effective, enabling us to open a

new store typically with four weeks

of access with an average capital

investment of £300k per new store.

We have reviewed and refreshed our

investment criteria and established

clear hurdle rates (Contribution and

operating margins, Payback and Net

Present Value) for each new store

opening, which are being carefully

monitored pre and post opening.

We will continue to apply discipline to

reviewing the existing retail stores, and

where performance does not meet our

criteria, we will take appropriate action

to make improvements or where

necessary to close an existing store. At

the end of the financial year, we closed

three smaller garden centre stores,

at an opportune time in the

lease, where performance did

not meet our criteria.

100

UK retail stores medium

term target

    Potential location

    Existing location

GfK Kitchenware market data

12 Group plc Annual Report and Accounts 202412

Strengthen our

product offer

Growing market share through

category expansion

The UK kitchenware market is worth

approximately £4bn each year, with

our share remaining below 2%, and

adding small kitchen electrical items

increases the total market size to

just over £5bn. The largest category

segment of the market is tableware,

which we began expanding into during

2018, with a positive effect on sales

growth and repeat rates from the new

category alongside the benefit of new

customers for tableware also shopping

the heritage categories of Cookware,

Knives and Kitchen Accessories.

In the last 12 months, we have

launched the first two phases of small

kitchen electricals and both sales

performance and media coverage

of this new category has been very

encouraging. In the year ahead we

will continue the expansion of this

category with phase three (including

bread makers, pizza ovens and ice

cream machines), and prepare for

phase four (coffee machines).

We have also identified significant

opportunity to grow market share in

existing categories in which we under-

index compared to the market. We will

continue to refresh and improve our

product offer, and where appropriate,

offer online extended ranges for

categories such as tableware, baking

and textiles, creating more reasons for

customers to shop with us.

Adding more seasonal

relevance and promotional

inspiration

Our Everyday Low Price direct-

sourced product range offers

unbeatable value to customers.

Following successful delivery of an

enhanced Black Friday campaign in

November 2023, we are confident in

the opportunity to further develop our

special buy promotional programme,

providing limited edition ranges and

great value deals for customers to

shop outside of the core range during

key trading periods in the year.

Additionally, we will add more

seasonal products and designs to our

product offer at different points in

the year (for example spring, summer

and Christmas), adding inspiration

and freshness to our offer for

customers, creating more marketing

opportunities and reasons to browse

our ranges.

Building stronger relationships

with suppliers

We currently work with over 140

suppliers who manufacture products

to our design specifications, a number

of which we’ve worked with for many

years. We will focus on developing

these trusted relationships, leveraging

established manufacturing and design

capabilities to buy better, improving

our terms and increasing product

innovation.

1.3%

Estimated share of UK kitchenware

and small kitchen electricals

combined market

New Trafford

Centre Store

The Trafford Centre is one

of the UK’s leading retail

shopping destinations with

approximately 30 million

visitors annually, a 9.3 million

catchment population and 10%

of the UK total population living

within a 45 minute drive.

Opening stores in locations

such as this provide a

significant opportunity to

raise brand awareness, attract

new customers and deliver

profitable sales growth.

We opened our new 2,500 sq.ft

store in the centre in October

2023, located in a prominent

ground floor position to

benefit from the high levels

of passing footfall, which will

raise awareness of our brand

and proposition and the store

is meeting our performance

expectations and currently

well on track to deliver a cash

payback within two years.

Case Study

13Group plc Annual Report and Accounts 2024 13

Strategic Report

New Electricals range

In October 2023, we launched the

first phase of our new own-brand

small kitchen electricals range

which we have been developing

over the last three years, followed

by phase two in March 2024 as part

of our category expansion strategy,

creating more reasons to shop with

ProCook.

Kettles and Toasters were first to

launch, and together make up over

30% of the small kitchen electricals

market in the UK. These high quality

products have been designed

by our team in conjunction with

our manufacturing partners who

also supply some of the world’s

most prominent electrical brands,

however, through our direct-

sourced model we’re able to price

the products for customers at least

30% cheaper. We were pleased

to be awarded the top spot in

Good Housekeeping UK awards

for 2024 for best kettle and best 2

slice toaster. Phase two included

a broader mix of products, such as

our new award winning Stand Mixer

(priced at £249) and Air Fryer Health

Grill (priced at £179).

Electricals sales have already met

our initial expectations and continue

to grow as awareness builds

amongst customers, and we will

continue to expand the range in the

year ahead.

Deliver best-in-class

omnichannel customer

service

Retail service excellence

In the last year we have re-gained our

4.8 star excellent-rated Trustpilot

score as we have continued to focus

on delivering consistently outstanding

service to our customers.

We have focused on colleague

scheduling throughout the week to

optimise service levels and improved

product availability in our stores. We

have also step-changed the quality

of our colleague training content,

providing more features and benefits

and investing more colleague hours in

training.

In the year ahead, we plan to make

further significant progress in our

service levels in stores. We recently

implemented customer surveys at

checkout to collect Net Promoter

Score (“NPS”) feedback, and the early

results are very encouraging with an

average Retail result of 90 in the first

eight weeks since launch in March.

This is helping us identify and focus

on areas where we can improve. We

have incorporated the survey results

in our in-day and end of day store

management information, providing

timely insights for our store managers

and the results are reviewed and

discussed in our new Customer Focus

Group, which meets each week.

In the year ahead, we will further

improve our colleague training,

introducing regional training coaches

to ensure that all store colleagues

receive sales training and become

experts in all of our products,

accompanied by additional store

manager training.

Enhancing user

experience online

With the vast majority of adults now

likely to research kitchenware online

before making a purchase, either in

store or online, our online experience

must match our stores for service as

well as ease, and we must continue

our work to create a more seamless

omnichannel experience.

The new website platform that

we launched in late summer 2023

provides a solid foundation for

continued improvements, and we are

already benefitting from improved

conversion rates compared to the

previous site. With NPS measured

on checkout, we are collecting

data about customers experience

online and using this to inform our

development priorities.

There is much we can still do to

enhance the user experience

for customers through technical

developments, inspiration and visual

merchandising, and removing points

of friction in the purchase and delivery

journey. We have established a clear

roadmap of improvements and

innovations, which will be delivered

throughout the year ahead, and we

will continue to listen to and act upon

customer feedback.

4.8

Trustpilot excellent-rated score with

over 110,000 5-star reviews

Accelerate profitable sales growth

Continued

Case Study

14 Group plc Annual Report and Accounts 202414

Sonoma

dinnerware

Grow brand awareness

and customer engagement

Putting our customers first

Our current customer mix is more

heavily weighted to higher affluency

groups in the UK compared to the

national average, they are most likely

to be professional couples or retired,

who own their own homes. 55% of

adults shop kitchenware once every six

months, with 8% shopping frequently

at least once every three months.

Maintaining front of mind awareness

within the higher frequency groups is

key, even when they are not actively in

market

In the last year, we have begun a

transition to becoming a more

customer-focused business. We ran

a series of customer listening groups

at our Store Support Centre, and

completed 1,200 non-purchasing

customer exit surveys at our stores

helping us to understand our strengths

and points of friction. We have also

launched NPS surveys on our website

and in our stores. We have begun

collecting and reviewing data at our

new Customer Focus Group.

As we continue to listen and learn

from our customers, we will continue

to adapt our business to better

serve their needs including how

we communicate and engage with

customers, the products we source

and the offers we promote.

Growing our brand awareness

During the last year, we have made

gains in customer awareness through

the opening of new stores and our

marketing activities including our

national campaign with Matt Tebbutt

during the autumn. Prompted

awareness has increased year on

year to 36%

(from 33% last year),

and our active customer base in the

last 12 months has increased to over

one million, however, there remains

a significant opportunity for us to

continue to grow in the years ahead.

We have also launched a referral

capability allowing customers to

recommend ProCook to their friends

and family helping improve loyalty

and advocacy to our brand. We have

begun developing more relevant

and inspirational social media and

recipe content, which has helped us

significantly expand our brand reach

by +61% year on year on Instagram

and Facebook channels and we’ve

recently expanded activity on

TikTok too.

Over the next 12 months we will

continue to build our content

creation capabilities, expanding our

team in this area, to provide more

inspirational content and deliver more

brand personality to more existing

and potential customers, including

younger customer groups where we

currently under-index but who form

a meaningful part of the market. We

will compliment this in store with more

inspiration and seasonal relevance.

Category Type

ProCook UK Variance

Affluent achievers 40.9% 22.5% 18.4%

Rising prosperity 11.6% 9.5% 2.1%

Comfortable communities 29.4% 27.2% 2.2%

Financially stretched 11.7% 23.2% -11.5%

Urban adversity 5.3% 16.4% -11.1%

Other

1.1% 1.2% -0.1%

YouGov Survey, 4,321 participants (January 2024)

Greenstone data report (August 2022)

Acorn affluency profiling (August 2022)

Our customers

81%

Female

74%

Own their own home

1,047k

L12M active customers

21.3%

12 month repeat rate

£74

average spend online

£35

average spend in store

61%

Increase in brand reach on organic

social media channels in FY24

15Group plc Annual Report and Accounts 2024 15

Strategic Report

Accelerate profitable sales growth

Continued

Consumer trends

Cost of living

Continued economic uncertainty and cost of living

pressures have impacted consumer spending, and

luxury spending has given way to a more value-focused

approach. Customers are taking a more cautious

approach, with more careful research, both online

and in-store, and consideration before committing to

purchasing.

Customers who may have planned to upgrade their

kitchens may delay such aspirations as a result of the

current squeeze on household finances. Whilst this is

often a trigger for customers to revisit their kitchenware,

the opposite also holds true as customers can treat

themselves to smaller kitchenware items in their existing

kitchen set-up to improve their cooking experience.

Sustainability

Consumer awareness and focus on sustainability

continues to increase and as consumers seek to reduce

their carbon footprint, sustainable homewares are likely

to be preferred by some customer segments. Those

who are more eco-conscious, may prioritise quality over

quantity, seeking durable items that are built to last.

Responsible sourcing and production is likely to become

a bigger factor influencing purchasing decisions. More

affluent consumers who have the financial capability to

make more sustainable choices, are more likely to opt

for sustainable products that blend style, functionality,

longevity and environmental responsibility.

Shopping as a social activity

Post-pandemic, the shift back to retail stores has been

pronounced, with Ecommerce volumes returning to

pre-Covid trend lines. Consumers have noticeably

returned to in-person shopping experiences, especially

for homewares stores. One driver of this change is

the social aspect of shopping for homewares, which

provides customers the ability to touch and feel, and

seek advice on their purchases. The quality of the

in-store experience and inspiration this provides is

therefore becoming increasingly important.

Trend-driven products

As consumers increasingly place more value on

experiences, they are also choosing high-quality,

durable and easy-to-use cookware to elevate their

cooking experience both for day to day cooking and

special events. Consumers are increasingly drawn to

trend-led products that reflect their style choices and

kitchenware, especially dinnerware is being increasing

fashion and design-led.

Given the space constraints in many UK homes,

customers are increasingly interested in space saving

kitchenware items, that can be stacked or nested within

each other to save space in the kitchen cupboards,

without compromising on quality. Stackable pan sets,

storage solutions and kitchen electricals with multi-

functionality are being increasing popular.

Case Study

Soho ceramic

cookware

16 Group plc Annual Report and Accounts 202416

Improve operating efficiency

Over the last two years we have worked hard to

rationalise our cost-base, eliminating £3m of overhead

cost on an annualised basis. As we look ahead, there

are more benefits to be realised from transforming our

supply chain to be future-fit for more retail stores, and

through technology improvements that will support our

operating efficiency.

Supply chain transformation

Making our operations more efficient to deliver better service and availability

for customers at lower cost while enhancing capacity for growth

During the last year, we completed

the transition to our new Distribution

Centre in Gloucester which has added

capacity for growth and improved our

logistics efficiency by 15% as we have

eliminated stock transfers between

sites and better-utilised a combined

warehouse team. We have also worked

upstream with suppliers to improve

container fill and reduce haulage and

shipping costs, and we have managed

clearance and overstock positions

down through the year.

With a growing store network, we are

focused on improving service to our

retail stores, enabling the elimination of

tasks which prevent service in stores,

improving on shelf availability for

customers and optimising our store

stock files (and cover) in order to create

space for new extended assortments,

and seasonal and promotional

products.

In order to deliver this, we have begun

to carefully reconfigure our logistics

operations, starting with trials, which

once successfully complete will be

rolled out to more stores.

The transformation scope is broad and

includes:

• More frequent store deliveries,

reducing the need to hold so much

stock cover in store

• Improving delivery equipment

to prevent damages and reduce

stock loss, and make put-away in

store easier

• Consideration of delivery 3PL partners

combined with own capability to

implement reverse logistics capability

• Introduction of hand-held terminals

for inventory management in store to

help improve stock file accuracy

• Review all on-shelf display quantities

to optimise availability and support

self-service for customers

• Consideration of pack-sizes, weights

and dimensions to optimise container

and pallet fill and warehouse

pick operations, while reducing

unnecessary packaging

Resilient and scalable tech solutions

Trusted technology, which is easier for customers and colleagues to use

Our Technology team have delivered

another year of substantial progress

during FY24, building stronger

foundations and improving customer

and colleague functionality. Key

programmes of work have included the

new website launch, transitioning to

Adyen as our new omnichannel payment

provider, implementation of a new

Digital Asset Management solution,

gift card capability and NPS survey

functionality, supporting the transition

to a new warehouse with WMS updates

and improved stock management

functionality.

Focus has remained on security and

resilience also, with a significant

number of improvements delivered

during the year.

Our technology roadmap sets out

the journey we will take towards more

microservice-based architecture,

carving out functionality to use across

our channels and operations, and

continually improving resilience and

flexibility.

In the next 12 months, our development

effort will largely focus on website user

experience initiatives and the technical

developments needed to support the

transformation of our supply chain.

15%

Reduction in logistics costs in FY24

>99.9%

Total system availability for

colleagues and customers

17Group plc Annual Report and Accounts 2024 17

Strategic Report

Create an even better place to work

We are committed to taking continual steps to make ProCook an even better place to

work, raising colleague engagement levels, and improving customer experience as a

result. We are transitioning to a more performance-focused culture, which will ensure

that we can operate with pace and agility, to deliver our strategic objectives for all

stakeholders.

Developing our teams and

our leadership capabilities

In addition to the progress we have

made over recent months in improving

our training and development for

retail colleagues and managers, we

have also launched the first cohort of

our leadership training development

programme. This programme spans

six months and provides the toolkit

and headspace necessary for our

business leaders to develop their own

leadership journey, connect and form

stronger relationships with peers, and

reflect on how they can better support

their own teams.

We plan to extend this to additional

cohorts in future, providing more

opportunities for our leaders of the

future to develop and progress their

careers.

Concurrently, we have been expanding

our succession planning in retail

alongside developing our training

programmes and regional coach roles,

to help ensure that we can provide

meaningful career development

opportunities for colleagues who have

the aspirations to progress in their

roles as our business grows.

Building a high-

performance culture

Following the introduction of more

robust annual personal objective

setting and appraisal review process

last year, including the linking of

personal reward to performance, we

plan to take this further in the year ahead

to build the high-performance culture

we need to accelerate our growth.

We have introduced weekly huddles

at our Store Support Centre (“SSC”)

and for retail stores, launched a daily

performance meeting, and raised

awareness of our strategic priorities

at our first combined SSC and Retail

managers conference. We have

established strategic Objectives and

Key Results (“OKRs”) for the new financial

year and will be reporting on progress

on these each month with all colleagues

through our monthly town halls.

These OKRs have been flowed through

the organisation, with each function

developing their own OKRs, and

down to individual level for personal

objective setting. We will use these

to track and monitor performance

each month alongside our Group KPIs

and other management information,

to ensure we are collectively working

together to execute our strategy.

Always do the

right thing

Obsessed with quality

Focused on value

Create a great place

to work

Care for our

community and planet

Build a better business

Colleagues in our first ever

leadership development

programme cohort

1818 Group plc Annual Report and Accounts 2024

Being a force for good

As a responsible retailer and a B Corp, we are committed

to always doing the right thing, being a force for good in

our sector and community and reducing our impact on

the environment for the benefit of all stakeholders.

Reducing our environmental footprint

Delivering on our commitment of Net Zero by 2040 to help protect our planet

In recent years, we have made

substantial progress in reducing

Scope 1 and 2 emissions and

mitigating the remainder through our

partnerships with the Woodland Trust

and Ecologi. Our CO

emissions have

reduced by 57% since FY19, while

our revenue grew by 125% during the

same period. We continue to focus

on reducing these further through

initiatives like closed door policies in

adverse weather and introduction of

green energy across our business.

Tackling emissions in Scope 3 areas

which are not directly in our control,

is more challenging, however, we

have set in motion the initial eight

priority actions that we will continue to

progress in the year ahead to deliver

on our commitment of Net Zero by

2040 to help protect our planet.

81%

Reduction in Scope 1 and 2 emissions

Intensity (tCO

per £1m revenue)

between FY19 to FY24

Policies Data quality

Strengthen and update

environmental and ESG policies

(e.g. purchasing, energy, waste

management, human rights)

Identify operational data gaps and

improve collection and management

(e.g. business travel)

Environmental

management system

(“EMS”)

Engage suppliers

Improve and fully align EMS

documents to ISO4001

Identify key suppliers for initial

engagement and understand

their  environmental targets

More efficient property

Engagement and

education

Improve store efficiencies.

Understand differences in energy

usage of similar size ProCook stores

to make improvements and reduce

overall energy consumption

Develop a communication plan

informed by a stakeholder analysis

to engage colleagues and achieve

business-wide commitment

Reduce and recycle

packaging

Travel

Continue to improve our product

packaging recyclability and remove

single-use plastics

Improve WFH and employee

commuting data and distribute

sustainable travel plans for our

new  headquarters

Caring for our communities

In addition to our commitments to

create meaningful employment

opportunities in the communities we

operate in, we have extended our

commitment to the Real Living Wage

and continued to enhance our total

reward package introducing Salary

Sacrifice pension and electric vehicle

schemes, and a new scheme to

“buy-back” additional holiday time for

colleagues in the last year.

We have continued to support Life’s

a Beach and Young Gloucestershire

with their charitable work, and recently

committed to support FoodCycle

as our colleague-nominated charity

of the year. In the last year we raised

£40k funds for charity partners, and

contributed 378 hours of colleague

volunteering time through our

Good Causes Day, which we offer

all colleagues the opportunity to

participate in.

In the year ahead, we will begin to work

with FoodCycle (who aim to make food

poverty, loneliness and food waste a

thing of the past for every community)

by raising funds and supporting their

community dining events with our

colleague volunteering.

We will also extend our provision of

work experience opportunities and

launch CV and interview preparation

workshops led by our colleagues, for

those in our communities with barriers

to employment, and for students

seeking to develop their employability

skills, and we aim to advance our level

on the Disability Confident Scheme

from Level 2, to obtain Disability

Confident Leader (Level 3) status.

378 hours

volunteered to good causes by our

colleagues in the last year

19Group plc Annual Report and Accounts 2024 19

Strategic Report

We have always been passionate about doing the right

thing, and in September 2022, we achieved B Corp

certification. B Corp certification helps consumers easily

identify businesses with a purpose to benefit people,

communities, and the planet. The B Corp network is

growing fast and we’re proud that we were one of the first

1,000 certified B Corps in the UK and the first FTSE listed

retailer to achieve the certification.

As part of the

global B Corp

community, we form

a growing movement

of businesses

working towards

a healthier planet,

reducing inequality,

and building stronger

communities, both

locally and globally.”

B Corp: One year on

Since certifying, we have been

working on improving our score, which

at the time of certifying was 80 points.

We have continued to measure and

assess our performance across all five

areas of the B Impact Assessment:

Governance, Workers, Community,

Environment and Customers, using

the scorecard as a toolkit for continual

improvement and have increased our

score to 84 so far.

This year we produced our first

Impact Report, which honours

our stakeholder commitment to

transparency and accountability

around our current and planned social

and environmental impact.

We strive to continuously become a

better business, and ensure we offer

a safe and welcoming workplace.

In 2023 we were recognised as a

Gloucestershire Healthy Workplace

following a thorough assessment

process of our strengthened health

and wellbeing policies and colleague

proposition. We also introduced our

first colleague-led, and Leadership

Team sponsored colleague support

group (LGBTQ+ and Allies) providing

a safe and open space to raise

awareness, feedback concerns and

celebrate diversity. We have improved

communications and transparency

with colleagues through introducing

weekly huddles at our Store Support

Centre and the Leadership Team

answering anonymous colleague

questions at monthly Town Hall events

as well as actioning feedback from our

Colleague Advisory Panel.

2020 Group plc Annual Report and Accounts 2024

We have been certified by Great Place

to Work

for the third year running,

continued our commitment to offer

all colleagues at least the Real Living

Wage as members of the Living Wage

Foundation, and have improved our

discretionary bonus programme for

colleagues to recognise and reward

outstanding personal performance.

Further to this, we have strengthened

community links through fundraising

for our colleagues’ chosen charities,

hosting a ‘Day in the Life’ event at

our Store Support Centre for Young

Gloucestershire, taking part in national

charity days to raise funds and

boosting engagement by teaming up

with our charity partner Life’s a Beach

on beach cleans and litter picking

events throughout the year that

colleagues have supported.

In the years ahead, we aim to

continually improve our operational

practices and our B Corp score.

We are dedicated to ensuring all of

our colleagues are engaged in our

B Corp journey. We will continually

focus on improving our environmental

performance both internally and

throughout our supply chain.

Using our strong supplier

relationships, we will work closely with

manufacturers to improve the quality

of environmental data recording,

reduce our environmental footprint,

and help eliminate or mitigate Scope 3

emissions wherever we can.

Becoming a B Corp is much more

than just a one-off certification,

it’s a movement for

change, which we

are committed to

making continual

progress

with and

encouraging

others to do

the same.

Read more: Our B Corp

Impact Report 2023 is

available at:

www.procookgroup.co.uk

2121

Strategic Report

Group plc Annual Report and Accounts 2024

Sustainability

We remain determined to be the

best business we can be for all our

stakeholders, both socially and

environmentally, acting responsibly

and sustainably to preserve the

environment for future generations.

Doing the right thing is one of

our values and part of our modus

operandi. We aim to work with

pace and we are pleased with our

achievements in FY24. We have made

strong progress, having achieved the

Great Place to Work

certification for

the third year running, and published

our first B Corp impact report.

By making the right choices we have

continued to reduce our emissions

and have made further progress

towards our goal of achieving Net Zero

which we aim to achieve by 2040. We

understand that we must stay focused

on reducing our impacts on the planet,

further developing our operational

processes and strategies, while we

learn and understand more about

being a sustainable business.

Playing a positive role in our

communities is important to us and we

have made concerted efforts this year

to strengthen community relationships

facilitating fundraising and projects

that are meaningful to colleagues.

We have built stronger links with

Young Gloucestershire, holding

several career development events

in our Store Support Centre for local

students and job-seekers.

As we continue to grow, we will refine

our approach, ensuring we have the

right tools and technology to be

the best business we can be, whilst

empowering colleagues to better

serve our customers.

People, product, and

planet

As a certified B Corp we are

committed to continually improving

our sustainability across all aspects

of our business, in order to reduce

our environmental footprint, and give

confidence to our stakeholders that

we are doing the right thing.

We continue to develop our

experience and capabilities in

environmental reporting, climate

change science, and ethical sourcing,

and we continue to prioritise the

support we give to our colleagues to

help make ProCook an even better

place to work.

We encourage all ProCook colleagues

to adopt our values, two of which

are directly relevant to sustainability:

always do the right thing and care for

the community and planet. By working

together, learning and adapting we

are aware of our wider social and

environmental impact we can have,

creating long-term value for all

stakeholders.

As a B Corp, we are

committed to being a

force for good, helping to

protect our planet, serve

our communities and

do the right thing for our

people. Having established

a detailed understanding

of our baseline emissions,

we have set out an ambition

to reach net zero by 2040

and are taking the steps

necessary to achieve this.

Doing

the right

thing

22 Group plc Annual Report and Accounts 202422

We are committed to creating a great

place to work, where innovation,

collaboration, and personal

development drive positive results.

Fostering a happy, and thriving team

is important to us and reflects our

commitment to the growth and

wellbeing of our people. We continue

to listen and learn from our colleagues,

understanding the importance of

open and transparent communication,

encouraging colleagues to express

their ideas, concerns, and feedback

frequently and in a constructive

manner. We value each of our

colleagues and encourage a culture of

recognition by celebrating individual

and team achievements.

We draw inspiration from the

foundations and principles that the

family business was built upon, and

our values support our continued drive

to continually strive towards a more

sustainable future. We are proud to be

a real Living Wage employer and we

support our colleagues to give back

to communities through our Good

Causes Day and our partnerships with

Life’s a Beach and FoodCycle.

On an annual basis we invite all

colleagues to participate in the Great

Place to Work

survey and we are

pleased to have been certified as a

Great Place to Work

for the third year

running. The survey results provide us

with valuable insights about our culture

and the issues that are important to

our colleagues allowing us to develop

action plans to address issues and

make further improvements.

Responsibility Executive responsibility: Lee Tappenden, CEO

Link to principal risks Brand and customer

People and culture

Link to strategy

Creating an even better place to work

Being a force for good

Key stakeholders

  Customers      Colleagues      Communities

Link to the United

Nations Sustainable

Development Goals

Recent recognition,

awards, and memberships

• Great Place to Work Certified™ (December 2023)

• Real Living Wage Employer

• Glassdoor ranking 3.9/ 5 (FY23: 4.3/ 5)

Our People – Creating an even better place to work

Doing

the right

thing

Our values

Always do the

right thing

Obsessed with quality

Focused on value

Create a great place

to work

Care for our

community and planet

Build a better business

23Group plc Annual Report and Accounts 2024 23

Strategic Report

Sustainability

Continued

Gender and ethnicity pay gap

We are committed to fair reward for all colleagues and achieving gender pay

equality across all levels and pay grades in line with the legislation of the Equality

Act 2010 requirement of “equal pay for equal work”.

Colleagues split by gender, age, and ethnicity

Colleagues by gender FY23 FY24

Female 67.6% 65.9%

Male 31.7% 32.9%

Non-binary 0.3% 0.3%

Other/Prefer not to say 0.4% 0.9%

Board Directors – Female

0.0% 16.7%

Board Directors – Male

100.0% 83.3%

Leadership Team – Female

42.9% 57.1%

Leadership Team – Male

57.1% 42.9%

FY24 presented as at 25 June 2024, the date of this report. At the year-end date, females

represented 40% of the Leadership Team and 0% of the Board of Directors

Colleagues by ethnicity

FY23 FY24

White 85% 84%

Asian 8% 11%

Black 2% 1%

Other 4% 1%

Mixed or multiple ethnic groups 1% 3%

Colleagues by age group FY23 FY24

Under 18 8% 4%

18-24 28% 28%

25-34 22% 23%

35-44 14% 15%

45-54 15% 16%

55-64 12% 12%

65+ 1% 2%

Colleagues by full time/ part time roles FY23 FY24

Full-time 44% 45%

Part-Time 56% 55%

FY24 ethnicity information from voluntary colleague surveys with 75% of colleagues providing

responses in the year to 31 March 2024, and 70% of colleagues providing responses for the survey

completed in the prior year in the year to 2 April 2023

Diversity, equality and

inclusion

We value each of our colleagues

for their unique contributions,

skills and experience, and we

are committed to creating a

safe and inclusive environment

where all colleagues feel they

can belong and thrive, and where

different experiences, cultures and

perspectives are embraced.

Raising awareness through learning

and development is a key tool in

helping us achieve this, and we use

our training e-platform, to share,

educate and inform our colleagues

on diversity, equality, and inclusion

(“DE&I”).

We strive for an inclusive

workplace reflective of our diverse

society, supporting all colleagues

to learn and grow regardless

of age, gender, disability,

sexual orientation, ethnicity, or

background.

96%

People here are treated fairly

regardless of their sexual

orientation

93%

People here are treated fairly

regardless of their gender

93%

People here are treated fairly

regardless of their race

Source: GPTW survey December 2023

Read more: Our Gender Pay

Gap Report is available at

www.procookgroup.co.uk

24 Group plc Annual Report and Accounts 202424

Our commitments How we deliver on our commitments What we are focused on next

We are committed

to creating a

great place to

work, listening to

colleague feedback

to make continual

improvements

Spring and Autumn conferences to educate, inspire and

engage colleagues on new product, business developments

and performance updates

Regular all-colleague engagement surveys, with clear action

plans implemented

Monthly “Green team” forum with colleagues identifying and

implementing sustainable initiatives

Encourage our new colleagues to test and trial our products

with complimentary welcome boxes

Quarterly Colleague Advisory Panels to capture feedback and

opportunities for improvement

Monthly Town Hall briefings to communicate key messages,

celebrate successes, respond to questions, and recognise

exceptional colleague contributions

Certified as a Great Place to Work

for the third year running

NEW in FY24

Awarded Gloucestershire Healthy Workplaces NEW in FY24

Launched weekly business update huddles at our Store

Support Centre NEW in FY24

Embedded our new purpose and cultural values across the

business through training and engagement activities NEW

in FY24

Leadership development programme launched for heads of

departments NEW in FY24

Annual colleague objective setting and appraisal processes

relaunched, increasing our focus on personal development

plans NEW in FY24

Continue to focus on

improving colleague health

and wellbeing through

increased supported policies

and resources

Further raise colleagues’

awareness of our mental health

first aiders and our Employee

Assistance Programme

Launch our virtual “suggestions

box” for colleagues to

(confidentially) provide

feedback and ideas to help

make ProCook an even better

place to work

We are committed

to supporting the

communities in

which we operate

Annual Good Causes Day available for all colleagues each

year to support a charity or community activity of their choice

Raise funds and awareness for our charity partner Life’s a

Beach through designated product range and national beach

cleans

Contribute and donate products to local community groups,

charities, and schools

Our partnership with Young Gloucestershire and other local

community groups supporting disadvantaged young people

developing their skills for a future career

Offer Employer Supported Policing scheme aligned to Armed

Forces Covenant, strengthening our commitment to support

our colleagues that give back to communities

Increased our charitable fundraising activities with a

colleague-nominated charity of the year and promoted

colleague teambuilding through charitable activities across

the business NEW in FY24

Increased our early careers capacity providing more work

experience, placements, and graduate opportunities.

Offered T-Level placements, and work experience to college

students NEW in FY24

Raise the profile of our

Good Causes Day amongst

colleagues to encourage

greater participation and

support for charities. Increase

charity partnerships and

community support

Advance our level on the

Disability Confident Scheme

from Level 2, to obtain

Disability Confident Leader

(Level 3) status

Colleague and customer

fundraising activities for our

newly selected charity of

the year

25Group plc Annual Report and Accounts 2024 25

Strategic Report

Sustainability

Continued

Our commitments How we deliver on our commitments What we are focused on next

We will continue

to be a Real Living

Wage employer and

champion equality,

diversity, and

inclusion

Committed to the Living Wage Foundation as a Real Living

Wage employer

Target equal pay across genders and comparable role levels

Provision of Whistleblowing Policy and procedures ensuring

colleagues feel safe to report issues in confidence if

necessary

Linked total reward opportunity to personal performance to

incentivise personal development and progression

Diversity, Equality, and Inclusion Policy established and

recognised as an Inclusive Employer by Inclusivity Works,

for our flexibility and inclusive recruitment practices for

neurodiverse candidates

Continual focus on total reward package. Launched new

salary sacrifice pension and Electric Vehicle schemes, and

holiday buy-back NEW in FY24

Launched colleague-led LGBTQ+ and Allies network group

sponsored by the Leadership Team to promote and raise

awareness of DE&I NEW in FY24

Improvements to new starter processes and collection/

monitoring of colleague ethnicity data through our new

recruitment platform NEW in FY24

Work with the Real Living Wage

to raise the profile of retailers

supporting the foundation

Extend our provision of work

experience opportunities

and launch CV and interview

preparation workshops led by

our colleagues, for those in our

communities with barriers to

employment, and for students

seeking to develop their

employability skills

Complete overhaul of retail

uniforms to ensure they meet

all colleagues’ needs (e.g.

menopause, disability friendly)

Launch Neurodiversity and

Women in Business groups

(sponsored by senior

leadership)

We take the

wellbeing

and personal

development of our

colleagues seriously

Provide a comprehensive learning and development

e-platform to support personal development

Colleague gym on-site at our Store Support Centre

Support colleagues to complete Mental Health First Aid

courses

Prioritise and monitor internal promotions across our business

each year ensuring transparent selection criteria

Continually develop our learning and development capability

to support personal and business performance

Deliver internal communications through sharing resources on

our Sustainability and Wellbeing Portal

Annual Mental Health and Wellbeing Calendar to raise

awareness and provide resources to support colleagues

Comprehensive Employee Assistance Programme for all

ProCook colleagues and their families

Refreshed policies and procedures to support workplace

wellbeing NEW in FY24

Developed Retail career progression and development

matrix, with prescribed training for each role level to ensure all

colleagues receive comprehensive and high quality training

NEW in FY24

Increased our succession planning capability to identify and

develop talent for the future NEW in FY24

Review and relaunch our

existing fertility and pregnancy

loss policy. Ensure enhanced

and specific support is

available for colleagues who

need it

Focus on leadership

development, completing

our first cohort of training for

Heads of departments

26 Group plc Annual Report and Accounts 202426

Our commitments How we deliver on our commitments What we are focused on next

We provide a safe

and collaborative

working environment

Comprehensive Health and Safety policy and procedures

with compliance monitoring to ensure a safe environment for

everyone

Custom designed Store Support Centre with room for growth

and ample meeting and collaboration spaces

Improved colleague welfare facilities in our retail stores

NEW in FY24

Refreshed colleague and wellbeing policies NEW in FY24

Continue to monitor H&S

procedures across the Group,

making further improvements

where identified and

considered necessary

LGBTQ+ and Allies Employee Network Group

In Summer 2023 we launched our first Employee

Networking Group, LGBTQ+ and Allies, led by colleagues.

The group aims to provide a safe space for LGBTQ+

colleagues to feel more included, authentically express

themselves at work and encourage the support of allies

to show their support. Through this group, colleagues

can learn and listen, raise awareness of LGBTQ+ issues,

celebrate diversity and work towards a more inclusive

workplace in 3 main ways:

• Peer-to-peer support: Championing, boosting

confidence, and raising issues to Leadership

• Raising awareness and visibility: Promoting a better

understanding of LGBTQ+ inclusion amongst colleagues

• Accountability: Contribution to policies, feeding back

concerns, making suggestions to improve LGBTQ+

inclusion

The aim is to build

a stronger sense

of cohesion and

belonging at work,

giving colleagues

a voice and the

opportunity to

connect with

teammates around

issues that are

important to them. We

launched our LGBTQ+ and

Allies group with a “Pride in Gloucestershire” Lunch and

Learn, sharing the challenges that the community faces,

and educating on how best to support colleagues and

where further LGBTQ+ support is available.

The LGBTQ+ and Allies group

has developed a Transitioning at

Work Policy which was launched

in January 2024 to ensure a safe

and inclusive workplace for

Transitioning and Trans people.

Goals for the next year include

expanding the group more widely

across the business, while also

reviewing and improving relevant

Group policies.

“I genuinely feel ProCook is a

great Company to work for and

I’m so proud to get this group

off the ground. These kind of

support networks are vital for

people who are struggling inside

or outside of work and are a huge

step in helping all colleagues feel

safe and happy in their working

environment.”

Amelia Reynolds

Store Manager

Case Study

27Group plc Annual Report and Accounts 2024 27

Strategic Report

Sustainability

Continued

We are committed to reducing the

environmental impacts of our business

operations through developing and

improving our operational practices.

Our primary objective continues to be

reducing carbon emissions, and we have

set out an ambitious target of achieving

Net Zero across our entire value chain

by 2040. We recognise that there is a

lot to do and some areas are outside of

our direct control but we firmly believe

that setting such a target will drive the

right focus, engagement and decision-

making across our business to do the

right thing for our planet.

Having made substantial headway

in recent years in minimising and

mitigating our own Scope 1 and 2

emissions, we have begun working

with our global supplier base to

promote greater awareness of

their own environmental impacts,

and influence the changes that are

required.

Our Planet – Reducing our environmental footprint

Read more: Progressing

towards Net Zero on

pages 38 to 39

Responsibility Executive responsibility: Dan Walden, CFO

Link to principal risks Climate change

Brand and customer

Regulatory compliance

Link to strategy

Accelerate profitable sales growth

Improve operating efficiency

Being a force for good

Key stakeholders

  Customers      Colleagues   

  Communities   Suppliers

Link to the United

Nations Sustainable

Development Goals

Recent recognition,

awards, and memberships

• B Corp Certification (September 2022)

• “Ethical Brand” winner, Marie Claire Sustainability

Awards 2023

• BREEAM Excellent Certified new Distribution

Centre and Store Support Centre

• Gold Standard Carbon Offset with Ecologi

• Certified Zero Waste to Landfill for our

Distribution Centre and Store Support Centre

(“SSC”)

Doing

the right

thing

EV charging

points at SSC

28 Group plc Annual Report and Accounts 202428

Our commitments How we deliver on our commitments What we are focused on next

To reduce our carbon

emissions to Net

Zero, in line with

the United Nations

Science Based

Targets

initiative

100% LED lighting in our Store Support Centre, and 95% LED

lighting in stores

Carbon-neutral home delivery service with DPD, and offset

emissions with Ecologi for Evri deliveries

Partnership with the Woodland Trust to mitigate Scope 1 and 2

carbon emissions

A fully electric company car fleet

BREEAM excellent-certified Store Support Centre and

Distribution Centre in Gloucestershire

Established long-term carbon reduction strategy in line with

the UN Science Based Targets initiative

External verification of our Scope 1 and 2 carbon emissions

complete with Scope 3 emissions now fully mapped and

understood

Transitioning to renewable energy sources with 97% of sites

now utilising green energy NEW in FY24

Workplace pension offering more sustainable investments,

reducing Scope 3 carbon emissions NEW in FY24

Electric Vehicle salary sacrifice scheme introduced for

colleagues to promote the use of EVs NEW in FY24

Discounted rate to use energy for Electrical Vehicle charging

at the Store Support Centre car park for colleagues NEW

in FY24

Continue engaging with

suppliers to understand and

positively influence their

environmental impacts

Engaging our colleagues with

our net zero roadmap to deliver

our priorities and reduce

emissions

Roll out enhanced purchasing

T&Cs with suppliers to

incorporate greater

prioritisation to environmental

requirements

Further raising customer

awareness of product choice

impacts, educating on the

benefits of buying high-

quality, long-lasting products,

which have lower impact due

to their longevity

Continue reducing energy

consumption throughout our

own business operations

Focus on gradually reducing

the number of our suppliers,

focusing sourcing to work

with suppliers willing to take

environmental and net zero

considerations seriously

Reduce waste and

use sustainable

materials throughout

our operational

activities

Adhering to the Waste Hierarchy of prevention, reuse, recycle,

recover, disposal. Certified zero waste to landfill at our

Distribution and Store Support Centre

Reduced single-use plastic across the business; all

colleagues are provided with reusable bottles in their starter

welcome box

Utilisation of bio-degradable carrier bags to eliminate

plastic waste

Provision of a recycling scheme for small home electrical

items (WEEE waste)

100% FSC-certified cardboard packaging for home delivery

parcels

Reuse and repurpose our used store fixtures and equipment

wherever operationally possible

Minimised usage of plastic bubble wrap by introducing

recycled paper-based box filler

Introduced regular audits of product packaging to further

eradicate single-use plastic. Now, only a small number of

products have any single-use plastic content

Introduced waste posters and signage to raise awareness and

enhance recycling effort

Introduce environmental

targets for retail stores and

measure improvement

Further eliminate single-use

plastic in our packaging,

while maintaining the highest

health and safety standards,

and avoiding damages that

contribute to waste

29Group plc Annual Report and Accounts 2024 29

Strategic Report

Sustainability

Continued

Our commitments How we deliver on our commitments What we are focused on next

Develop our

environmental

framework to

strengthen and

manage our

environmental

procedures and

policies

ESG roles and responsibilities assigned throughout the

business

Development of our Environmental Management System

(“EMS”) processes and policies, aligning with IS014001 best

practice

Regular review and monitoring of our environmental risk

Executive-sponsored ESG Committee, reporting to the

Board, to accelerate action across the business

Colleague engagement with net zero through internal bitesize

training programme NEW in FY24

Further develop our net zero

roadmap, implementing

initiatives with pace

Introduce further policies

and practices to streamline

environmental reporting and

target setting

Progress our

B Corp Score and be

a force for good

Continual development of processes, practices, and policies

to improve sustainability and colleague wellbeing at ProCook

Ongoing commitment to our relationships in the local

community including our charity partner Life’s a Beach

Internal ESG activities, strategies and impacts aligned to the

United Nations Sustainable Development Goals

Raising awareness of B Corp and the importance of the

initiative through logo placement in our marketing, on our

website and in our retail stores

Published and shared our first B Corp Impact Report with

stakeholders showing our progress and commitment to being

a socially and environmentally responsible business

NEW in FY24

Raised awareness of B Corp and ESG with our colleagues

through new sections in our induction plan and quarterly ESG

newsletters NEW in FY24

Continue to share our experience with local businesses and

the wider retail community and through our membership of

the B Corp Companies Group NEW in FY24

Use our B Corp score as an

internal metric to monitor

our improvement in each

measurable area, aiming to

achieve >85 points when re-

certifying in FY26

Promote our Cycle to Work

scheme and car-sharing

schemes to encourage

colleagues to make more

sustainable transport choices

The United Nations’ Science Based Targets provide a clearly defined pathway for companies to reduce greenhouse gas (“GHG”) emissions and

improve sustainability, helping prevent the worst impacts of climate change

30 Group plc Annual Report and Accounts 202430

Educating and inspiring action to reduce single-use plastics

Life’s a Beach, our charity partner, focuses their mission

on three key areas to Act, Educate, and Encourage:

1. Act: To take positive action to keep our oceans and

beaches litter free through clean up events across the

country.

2. Educate: To educate the public about the importance

of recycling and the plastic pollution crisis. They

achieve this through their social media, public talks,

and visiting schools to hold workshops.

3. Encourage: They encourage the public to reduce,

recycle, and most importantly to reuse, with their

reusable product range, available at all ProCook stores.

Life’s a Beach has expanded its outreach programme

substantially over the last year, delivering nine talks to

schools and youth groups. A total of 1,755 reusable water

bottles have been donated to children in schools to

encourage the messages of reduce, reuse, and recycle.

The charity is funded primarily via the sales of the Life’s

a Beach product range in ProCook stores, and through

donations. Using these funds it continues to develop

its programme of charitable activities and projects. In

2023 Life’s a Beach ran 26 clean-up events, with 736

volunteers providing 42,432 hours of support.

ProCook colleagues have been involved in 7 clean-up

events, removing 80 bags of waste weighing at 233 kg,

and contributing 280 volunteer hours. Year on year, Life’s

a Beach saw a 290% increase in the amount of litter

collected, and 121% increase in volunteers participating.

Feedback from ProCook colleagues participating in

Life’s a Beach clean-up events is extremely positive.

From lunch time litter picks to canal cleans in canoes,

our partnership with Life’s a Beach has led to a variety

of colleague volunteering events throughout the year,

enabling our colleagues to positively contribute to our

local communities and habitats while spending time

outdoors, boosting their mental and physical wellbeing.

Supporting Life’s a Beach with their outreach programme

to raise awareness on the urgency of the plastic

pollution crisis is a high priority. In the months ahead, we

will continue to support Life’s a Beach in their mission

against single-use plastic and beach and water pollution.

Together we will work to raise awareness of this issue,

improving engagement and education, and ultimately

working towards a plastic pollution-free future.

Greenhouse gas emissions

tCO

emissions

FY19 996.9

FY20 1015.6

FY21 429.7

FY22 447.7

FY23 369.9

FY24 430.8

tCO

/£1m revenue

FY19 35.9

FY20 26.1

FY21 8.0

FY22 6.5

FY23 5.9

FY24 6.9

Energy Megawatt hours

FY19 4.1

FY20 4.1

FY21 1.8

FY22 2.1

FY23 1.8

FY24 2.1

Greenhouse gas emissions are defined here as CO

emissions from all Scope 1 and 2 activities relating to the Group’s operations

Case Study

31Group plc Annual Report and Accounts 2024 31

Strategic Report

Sustainability

Continued

We design and source high quality products

that are built to last, enabling our customers

to make more sustainable choices for their

kitchenware needs. We continually strive to

improve our product ranges and reduce their

environmental impact, and increasingly we are

using recycled and sustainable components.

Our products undergo extensive testing and

sampling so that when they reach the customer,

they can be enjoyed for years to come.

As a responsible retailer, we promote and

seek to ensure responsible manufacturing

practices throughout our supply chain. We use

trusted suppliers and audit their operations

in partnership with Sedex to ensure that our

supplier partners adhere to, and respect,

the highest ethical standards, free of bribery

and corruption and modern slavery. We

recognise the importance of moving towards

circularity and understand essential elements

to promoting circularity include the way we

package our products and ensuring customers

take great care of their purchases.

Our Product – Helping our customers make more sustainable choices

Responsibility Executive responsibility: Lee

Tappenden, CEO

Link to principal risks Supply chain

Climate change

Brand and customer

Link to strategy

Accelerate profitable sales growth

Improve operating efficiency

Being a force for good

Key stakeholders

  Customers      Communities      Suppliers

Link to the United

Nations Sustainable

Development Goals

Recent recognition,

awards, and

memberships

• “Ethical Brand” winner, Marie Claire

Sustainability Awards 2023

• Which? Recommended Provider –

November 2023

• Sedex membership

• B Corp Certification (September 2022)

Our commitments How we deliver on our commitments What we are focused on next

Promote responsible

manufacturing

processes across

our supply chain

with high levels of

transparency and

compliance in ethical

and environmental

standards

Membership of Sedex (ethical and environmental compliance

monitoring) requiring our suppliers to register with Sedex or an

equivalent body

Achieved 100% supplier registration with Sedex or equivalent,

with all suppliers undertaking annual SMETA or BSCI Amorfi audits

Review and challenge supplier compliance results ensuring

weaknesses or non-compliance issues are promptly actioned

Independent product performance and chemical testing on

all new ranges, and regular re-testing all existing core and

high-risk product categories

Working with top volume suppliers to improve their

sustainability credentials through increased engagement and

strong relationships NEW in FY24

Promoting more sustainable manufacturing via our new

supplier T&Cs NEW in FY24

Develop our circular economy

capabilities by investigating

opportunities to reuse or

recycle end-of-life customer

products

Continue to focus on product

risk assessments and technical

files, ethical and technical

audits, and advances in

sustainable materials

Rationalise the number of

suppliers in our supply chain

to increase our influence over

sustainable manufacturing

practices

Develop and bring

to market products

which are of high

quality and have

longevity offering

our customers more

sustainable choices

Offer products with product guarantees of up to 25 years

Continual focus on Quality Assurance to enhance product

quality, reduce fault rates and improve product longevity

We have removed all single-use plastic products from ranges

and are committed to not selling such products

Expanded our range of products that include more

sustainable materials, specifically acacia and bamboo

Conduct life cycle assessments on product ranges to identify

input materials with a lower carbon cost to support our future

product development NEW in FY24

Further improve range

structure to discontinue

products with lower longevity

Expand our lower impact

ranges, bringing more

sustainable alternatives to

the market

Further embed circular thinking

into our product development

processes

Doing

the right

thing

32 Group plc Annual Report and Accounts 202432

Our commitments How we deliver on our commitments What we are focused on next

Minimise waste

from product

packaging to reduce

our environmental

footprint

Eliminated less sustainable materials where operationally

possible, using options like string, paper ties and tissue paper

instead of elastic bands and single-use plastic bags

Over 95% of our product packaging is plastic-free

Improved product shipping packaging with suppliers to eliminate

waste including moving to paper-based tapes instead of plastic

Improved recycling instructions on product packaging to

support customers in their recycling efforts

Use of string instead of plastic kimble tags to attach

barcodes/POS tickets to product NEW in FY24

Launched a recycling guide for customers providing advice on

how to responsibly dispose of ProCook packaging NEW in FY24

Use of fibre-based bags and cardboard void fillers instead of

polystyrene in new Electricals range NEW in FY24

Continue to innovate to reduce

single-use plastics in product

packaging

Introduce retail information to

better highlight to customers

our commitment to reducing

plastic packaging

Responsible manufacturing

Supply chain transparency is crucial to ensure that

quality, ethical and environmental standards can be

monitored and continuously improved.

We pride ourselves on our close, long-term supplier

relationships, and we only work with suppliers that share

our values and meet our high quality and ethical standards.

We’ve been working with the majority of our suppliers

for many years. We are committed to ethical trading and

understand we have a shared duty to create positive

social and environmental impacts throughout our supply

chain. We only work with suppliers that are meeting

our expectations. This year, we have concentrated on

engaging more robustly on environmental matters

with our top suppliers, using established relationships

and detailed questionnaires to better understand their

environmental credentials and future planned initiatives.

We are pleased to have received strong engagement

from our supplier partners, and to observe an

acceleration in advancements of more sustainable

manufacturing practices with many now using recognised

frameworks to ensure they are adhering to best practice

as we’ve recently learned about for one of our top

suppliers:

Supplier A Initiatives:

• Certified ISO14001; Environmental Management Systems

• Invested in sewage treatment equipment to recycle

water for use in production

• Adoption of solar panels since 2016, now providing

650Kwh per month, and providing power back to the grid

• Waste material recycling; small stainless-steel pieces

are collected and re-cast into product handles

• Educating colleagues; turning off lights and water, AC

temperature controls implemented, incentive schemes

adopted to reduce waste

“We are committed to driving improvements in ethical

and responsible sourcing across a global network of

suppliers and manufacturing partners.”

Alison O’Farrell

Head of Quality Assurance

Case Study

33Group plc Annual Report and Accounts 2024 33

Strategic Report

Task Force on Climate-Related Financial

Disclosures

In line with the FCA Listing Rule LR 9.8.6R (8), ProCook has made disclosures against the Task Force on Climate-Related

Financial Disclosures (“TCFD”) recommendations on pages 34 to 37. The Executive Director responsible for climate change

as a whole is Dan Walden (CFO), supported by the Group’s ESG Director and team members. We acknowledge the severity

and immediacy of climate change and corresponding financial risks.

We continue to evolve our strategy and make significant progress in how we monitor, measure, and manage climate change

risks and opportunities. With time, our understanding of climate change impacts, and subsequently, our response, will

evolve. Our assessment of climate-related risk will improve accordingly, and we will pursue further initiatives within our

ongoing strategy.

Reducing our environmental footprint is deeply rooted in our cultural values and is key to our long-term success as a brand,

which customers and colleagues alike, want to be associated with. We are aware of growing consumer demand for longer

lasting, more sustainable products, which are free from single-use plastics and other pollutants, and the associated

commercial risks and opportunities this creates.

Our peak trading period is during late autumn and early winter; extreme weather events during this time could disrupt our

purchasing and flow of inventory, or prevent customers from visiting our stores which could impact trading performance.

In a below 2°C scenario, the Group expects such impacts to be relatively short-lived. However under a greater than 2°C

scenario, such climate-related disruption could become prolonged or more extreme, and therefore more harmful to

the Group’s performance and ability to successfully execute it’s strategic objectives. As such, the Group continues to

pursue opportunities to improve resilience towards such impacts through operational, sourcing and risk management

improvements.

Strong governance with oversight by the Board

The Board is responsible for governance across the Group and takes an active role in the

oversight of ESG matters including strategy development, culture, risk management and

climate-related risks, opportunities and impacts

The ESG team is responsible for identifying and evaluating current new and emerging

climate-related risks and associated mitigating actions. The potential likelihood and

impact of climate-related impacts are assessed, with significant concerns and risks

reported to the Board

Governance Framework –

pages 68 to 69

Board activities –

pages 70 to 71

What we do already What we will do next

Climate Change and sustainability topics are discussed

regularly by the Board, with deep dive updates throughout

the year on ESG progress presented by our ESG Director

The Board reviews ESG progress at least every six months

as a standing agenda item with the most recent ESG Board

discussion in January 2024

The Audit and Risk Committee reviews the principal

risks at least twice a year including those surrounding

climate change

ESG Committee, Chaired by the CFO meets quarterly to

oversee the delivery of our strategic objectives and report

to the Board on progress against targets

Monthly “Green Team” meetings generate ideas and

implement initiatives to reduce our environmental impact

Engage and educate colleagues on B Corp, climate

change and sustainability, through internal comms and our

designated Sustainability and Wellbeing Portal

Further embed climate-related considerations in our

strategic and financial planning as climate change impacts

become more critical to our business practices

34 Group plc Annual Report and Accounts 202434

Prioritising climate change in our strategy

During the past year, we considered in greater detail the possible impacts of climate

change on our business strategy, financial planning and operations

The TCFD framework allows us to better understand and manage the climate-related risks

and opportunities we face. Integrating climate change considerations into our day-to-day

business activities and strategic objectives is crucial, and while we recognise that there

will be costs associated with investing, implementing, and preventing negative impacts

associated with climate change, we are committed to doing the right thing, subsequently

creating a responsible and resilient business for our stakeholders

The TCFD framework helps us understand and manage the climate related risks and

opportunities we face. The Board has considered the potential impacts to our strategy

of climate change risks (as set out on pages 40 to 42). These are not considered to have a

material effect on the Group’s financial projections or strategic priorities over the short to

medium term

Climate-related risk

Reducing our

environmental

footprint – page 19

Sustainability:

Our planet –

pages 28 to 31

What we do already What we will do next

Reducing our environmental footprint is a key element of

our Group’s strategy

Alignment of our ESG impacts with the United Nations

Science Based Targets initiative to support internal

strategic decision- making and focus

Developed our environmental management system and

began development of our net zero strategic roadmap

in partnership with carbon consultants to deliver carbon

emissions reduction throughout our business operations

and global supply chain

Progressed our eight initial ESG strategic priority actions

in FY24

Developed our strategic roadmap to achieve net zero by

2040, including understanding the pace at which we can

transition and the tangible initiatives to pursue

Completed our resilience assessment, taking into

consideration different climate-related scenarios,

including a 2

C or lower scenario

Continue to invest in resource and expertise to support our

transition towards net zero

Continue to implement the eight priorities for our

Scope 1, 2 and 3 carbon reduction strategy. Build on our

foundations and demonstrate real progress

Utilise our relationships with key strategic suppliers to

influence their environmental commitments, targets, and

progress

Identify opportunities in our ESOS phase 3 data with

regards to transport, packaging optimisation and

improving data

Understand our associated emissions in the form of life

cycle assessments of our best-selling products to support

manufacturing and supplier choices of the future

Condense our number of suppliers, to support us having

a greater influence over supplier environmental initiatives,

including net zero ambitions, SBTi and joint ethical targets

Understand supplier geographical initiatives and energy

zoning data

Adopt a carbon management platform to efficiently

calculate emissions

35Group plc Annual Report and Accounts 2024 35

Strategic Report

Malmo

dinnerware

Task Force on Climate-Related Financial

Disclosures (TCFD)

Continued

A robust approach to risk management

Climate change is considered one of the Group’s principal risks and uncertainties and is

integrated with other risks. The Board, Audit and Risk Committee, and Executive team,

including the CFO are responsible for monitoring risks and overseeing the progress

against goals and targets for climate change

We have set out our identified climate-related risks and opportunities over the short,

medium and long term under three possible future climate scenarios (below 2°C, between

2-3°C and above 3°C). To determine appropriate climate scenarios, we have used the

Intergovernmental Panel on Climate Change (“IPCC”) Representative Concentration

Pathways, RCP 2.6, RCP 4.5, RCP 8.5

We have incorporated short, medium, and long-term climate-related risks, with an

assessment of potential climate change risks and opportunities that could affect our

business over the following time horizons short term (up to 2030), medium term (2030-

2040) and long term (2040 onwards)

Climate-related risk

Our approach to risk

management - page 50

Principal risks and

uncertainties: climate

change – page 57

What we do already What we will do next

Clearly defined ESG roles and responsibilities have been

established with regards to environmental management

Climate risk register developed, which incorporates

short, medium, and long-term climate-related risks, with

an assessment of potential climate change risks and

opportunities that could affect our business over the

following time scales: short term (up to 2030), medium

term (2030 to 2040) and long term (2040 onwards)

Oversight of risk management is delegated to the Audit

and Risk Committee by the Board

Review and update climate change risk assessments and

have these externally reviewed as risks evolve

Monitor and identify changes to climate related risk

(increase, no change, decrease), and review this at least

bi-annually with the Board

Complete a detailed environmental risk assessment for

our global supply chain, with regards to water, biodiversity

loss, physical climatic changes, under different climate

change scenarios

3636 Group plc Annual Report and Accounts 2024

Monitoring progress through detailed metrics and targets

Setting targets and monitoring progress against these are critical to ensure that sufficient

headway is being made at the required pace. The Board monitors a range of performance

indicators including those set out below and our Key Performance Indicators

Following strong progress already made in reducing and mitigating Scope 1 and 2

emissions, the Board, in recognition of the urgency of action required in the face of this

global threat, has set an overarching target for the Group to achieve Net Zero by 2040.

The Board recognises that achievement of this target requires significant progress to be

made by third-parties which are not directly within our control

Key Performance

Indicators – pages

44 to 45

Alternative Performance

Measures – pages

166 to 168

What we do already What we will do next

Scope 1, 2 and 3 (over 80% of Scope 3) carbon emissions

assessed and reported to the Board annually

Company car fleet: 100% electric

Waste reduction: Zero waste to landfill certification of our

Store Support Centre site

Sustainable paper: 100% FSC certified paper used across

the business

Sustainable home delivery packaging: 100% FSC certified

home delivery boxes and paper packaging in use in

operations

Greenhouse gas emissions: see further detail on page 110

Engaged with our top 10 product suppliers to understand

their own environmental performance and action plans and

how we can support their progress

Begun transition to renewable energy sources used across

our own business operations reaching 97% of sites already

Trials of closed door policies in stores with the highest

energy consumption

Transitioned to new pension provider offering more

sustainable investment choices for colleagues to help

reduce Scope 3 emissions

Work with our suppliers and carbon consultants to

continue to improve the accuracy and completeness of

our carbon emission data, particularly in respect of Scope

3 emissions

Develop our Net Zero roadmap and associated targets and

timescales, assessing in further detail the cost/benefit,

pace, and action plan to implement initiatives

ESOS Phase 3 recommendations to be integrated into net

zero roadmap, identify energy efficiency improvements

for stores

Investigate the ProCook stores with the highest kWh/ sq.ft.

usage to see where improvements can be made in FY24,

aiming to reduce energy consumption by >15% in our worst

performing stores

Engage with all freight and logistics providers regarding

the GLEC framework and verify their targets, which should

be aligned to global target for the logistics sector of Net

Zero by 2040

Report annually to the Board on carbon emissions to track

and monitor progress towards Net Zero by 2040

3737

Strategic Report

Group plc Annual Report and Accounts 2024

Progressing towards net zero

Baseline Value Chain Carbon Footprint (FY22)

Sourcing products

and services

tCO

e %

Purchased goods and services 29,923 85.5%

Capital goods 1,047 3.0%

Fuel and energy 507 1.5%

Sourcing products and services 31,477 90.0%

90.0%

Given the inherent challenges in measuring emissions on i

ndirect activities outside of ProCook’s control,

especially those in Scope 2 and 3, the Group has worked with expert carbon consultants making use of

best industry practices using judgement and estimates where necessary based on company and country

data. Therefore, these emissions lack absolute precision but are considered by the Group to be reasonably

indicative, and will be refined as more precise data becomes available.

We acknowledge the need to

decarbonise our operations

and value chain to minimise

climate risks, retain and grow our

customer base and deliver positive

outcomes for our planet and all

stakeholders.

Having completed our full carbon

footprint analysis including our

Scope 1, 2 and 3 emissions, we

have gained a full understanding of

the extent of the emissions implicit

in our indirect sourcing activities,

as set out in the Baseline Value

Chain Carbon Footprint analysis.

These are significant in comparison

to the relatively modest emissions

from our own operations, which

the Group has worked hard to

eliminate and reduce over recent

years. Much of the emissions in our

supply chain are not directly within

our control, and being in sectors

and countries where no clear de-

carbonisation plans exist yet, we

have now completed a detailed

exercise to assess the anticipated

timescales on which we can with

a degree of confidence commit

to achieving net zero emissions

across our value chain as a whole.

The Board has agreed a target of

achieving net zero emissions by

2040 through reducing our total

emissions (all Scope 1, 2 and 3

carbon emissions associated with

our activities) by at least 90% by

2040, with any remaining emissions

needing to be mitigated or offset.

We have set an intermediary target

to deliver a 45% reduction in total

tCO

/ £1m revenue by 2030.

Net Zero emissions

trajectory

2040203520302024

Emissions Reduction %

‘000s

Emissions reduction %

GHG Emissions tCO

20%

40%

60%

80%

100%

120%

100%

55%

34%

Upstream

logistics

tCO

e %

Transportation

and distribution

2,282 6.5%

6.5%

ProCook

operations

tCO

e %

Company facilities 16 0.0%

Company vehicles 25 0.1%

Purchased electricity,

heating and cooling

400 1.1%

Employee commuting 529 1.5%

Business travel 55 0.2%

Waste generated in operations 6 0.0%

ProCook operations 1,031 2.9%

2.9%

Downstream

logistics

tCO

e %

Delivery transport 0 0.0%

0.0%

Other

tCO

e %

Investments 190 0.6%

Leased assets 3 0.0%

Other 193 0.6%

0.6%

Mitigating Scope 1

and 2 emissions

Continue to improve

energy efficiency

Focusing on stores, no/low

cost capital expenditure

projects

Electric company

vehicle fleet

100% already achieved

Carbon mitigation and

offsetting for hard-to-

reduce emissions

Enhance this with Ecologi

Procurement of 100%

renewable energy by year

end FY25

Mitigating Scope 3

emissions

Continue to make

improvements to product

and packaging

Material selection,

recyclability, working

towards a circular economy

Supplier engagement

Develop relationships

to understand supplier

consumption and targets,

establish greater supplier

reporting

Strengthen

environment policies

Internal and external

policies, including our EMS

Scope 1 Scope 2 Scope 3

38 Group plc Annual Report and Accounts 202438

Our 8 immediate priority areas

Priority action Progress so far Actions for FY25

Policies

Strengthen and update

environmental and ESG

policies (e.g. purchasing,

energy, waste management,

human rights)

Strengthened and introduced new

policies including Human Rights,

Energy, Waste Management,

Environmental, Environmental

Purchasing and Base Year

Recalculation Policies

Continue to improve knowledge

and build understanding of legal

requirements such as CSRD and build

out relevant policies

Data quality

Identify operational data gaps

and improve collection and

management

(e.g. business travel)

Improved our data quality including

logistics, transport and shipping data

by working with suppliers and couriers

to understand specific emissions

related to our business operations

Bridging remaining data gaps

between ProCook teams for a unified

approach to sustainability reporting

Environmental management

system (“EMS”)

Improve and fully align EMS

documents to ISO14001

Improved and strengthened our

EMS documentation including ESG

Roles and Responsibilities, Interested

Parties, PESTLE and SWOT analysis

and our Risk Register

Continue to align to ISO14001

standard and keep EMS

documentation up to date

Engage suppliers

Identify key suppliers for initial

engagement and understand

their environmental targets

Engaged with our top suppliers

to gain better understanding of

their environmental practices and

commitments through tailored

questionnaires and by utilising our

Sedex membership

Continue to build a clear

understanding of our suppliers’ future

sustainability initiatives and targets,

including geographical/ political

initiatives and energy zoning data

More efficient property

Improve store efficiencies.

Understand differences in

energy usage of similar size

ProCook stores to make

improvements and reduce

overall energy consumption

ESOS Phase 3 site visits completed,

review of recommendations and

opportunities underway to support

our next steps

Begun transition to renewable energy

sources and trialling closed door

policies during adverse weather to

reduce energy usage

Action the agreed opportunities in

the ESOS Phase 3 report and review

impacts of moving to new Store

Support Centre and opportunities

to enhance sustainability of that site

further

Engagement and education

Develop a communication

plan informed by a stakeholder

analysis to engage colleagues

and achieve cross-Company

commitment

Continued to educate colleagues

through our sustainability bitesize

training with a focus on our net

zero journey, utilising and sharing

resources on our Sustainability and

Wellbeing portal

Revisit further packaging reduction

opportunities through different inner/

outer configuration and improved

container fill engineering

Reduce and recycle

packaging

Continue to improve

our product packaging

recyclability and remove

single use plastics

Continued to reduce single-use

plastics from our product packaging,

which are now at a minimal level

Introduced string instead of plastic

kimble tags to attach barcodes/POS

tickets to product

Use of fibre-based bags and

cardboard void fillers instead of

polystyrene in new Electricals range

Action the agreed opportunities in

the ESOS Phase 3 report and review

impacts of moving to new Store

Support Centre and opportunities

to enhance sustainability of that site

further

Travel

Improve WFH and employee

commuting data and

distribute sustainable

travel plans for our new

headquarters

Completed research on colleagues

travel to work practices to establish

current emissions baseline and

agreed a 10% reduction in single car

occupancy by 2027

Promote car sharing and cycle to

work scheme further, creating a cycle

club at our Store Support Centre

for sharing routes and to encourage

colleagues to participate. Investigate

climate travel incentives

39Group plc Annual Report and Accounts 2024 39

Strategic Report

Climate-related risk register

Risk Opportunity Mitigating action

Transition risks (associated with moving towards a greener, less polluting economy)

Regulatory risks

Increased compliance

costs and reporting

obligations. Increasing

extended producer

responsibility, driving

operational waste

disposal costs up (for

example packaging and

product waste)

Although there may be initial

costs, there are also potential

operational savings from

transitioning towards a more

circular and lower emission

operating model

Reduction in single-use plastic

packaging could reduce waste

management costs, improve

recycling rates, and improve

brand perception

Scenario

Variable across

all scenarios

Time horizon

Short/

Medium term

Link to

principal risks

Regulatory

compliance

Risk rating

Medium

Work with external

advisors to ensure

all compliance

and reporting

obligations met

Budget for

increasing costs

Risk of higher climate

regulatory requirements,

complicating business

practices. Increased

costs from introduction

of carbon taxes, as well

as increased taxes for

plastics, energy, waste,

and fuel as the UK

Government aims to meet

net zero by 2050

Higher initial costs with new

legislation, possible long-term

savings, and revenue growth from

a more thorough sustainability

strategy, improving the Group’s

environmental management

system, reducing carbon/energy

consumption and use of single-

use plastics

Scenario

Variable across

all scenarios

Time horizon

Medium term

Link to

principal risks

Regulatory

compliance

Risk rating

Medium

Work with external

advisors to ensure

all compliance

and reporting

obligations met

Budget for

increasing costs

Develop internal

carbon price

methodology

Higher costs related to

legislation and changes

in building efficiency

standards

Savings from more efficient

building standards (lower heating

costs), as well as opportunity

to transition to predominately

renewable energy

Scenario

Variable across

all scenarios

Time horizon

Medium/

Long term

Link to

principal risks

Regulatory

compliance

Risk rating

Low

Understand and

stay up to date with

all compliance and

reporting obligations

Budget for

increasing costs

Technology risk

To achieve a low carbon

future, and the targets set

out in the Paris Agreement

to limit warming to 1.5 °C,

new technological

advancements will be

required

Substitution and transition

costs of shifting to lower

emissions products,

services, and technologies

Long-term cost savings from

using more efficient, economical,

and sustainable products,

services, and technologies. Some

of these technological changes

could be driven by regulation and

legislation

Scenario

Below 2°C and

between 2-3°C

Time horizon

Short/

Medium term

Link to

principal risks

Technology

platforms,

data loss and

cybersecurity

Risk rating

Medium

Energy efficiency

and adoption

of technology

advancements

to reduce overall

operating costs for the

business

Internal systems becoming

inefficient/ investments

in new technologies

becoming outdated

Accelerated technology

capabilities could drive

operational efficiencies

Scenario

Variable across

all scenarios

Time horizon

Medium/

Long term

Link to

principal risks

Technology

platforms,

data loss and

cybersecurity

Risk rating

Low

New technologies

and energy saving

opportunities to

counteract the upfront

cost of installing

energy efficient

technology

40 Group plc Annual Report and Accounts 202440

Risk Opportunity Mitigating action

Market risk

Changing consumer

behaviour. Increasing

demand for limited but

more sustainable materials

(e.g., recycled). Harder

to source, could increase

manufacturing costs

Using innovative and alternative

materials are likely to become

more cost efficient as customer

demand increases and

production scales. More ranges

with these materials will appeal to

sustainability-focused customers

and will increase brand image and

reputation

Our success depends on our

ability to adapt to meet the

expectations of customers who

are likely to seek more sustainable

products as awareness of climate

change intensifies

Scenario

Variable across

all scenarios

Time horizon

Short/

Medium term

Link to

principal risks

Brand and

customer

Risk rating

High

Adapt to consumer

trends, ensuring we

work with suppliers

that have the capacity

to manufacture from

more sustainable

materials

Conduct market

research, and plan

for future trends to

minimise costs

Increased costs of energy

and raw materials for

product production

Energy, stock and raw material

prices may fluctuate or increase.

Using innovative, recycled

and alternative materials in

products may allow us to reduce

product costs

Scenario

Variable across

all scenarios

Time horizon

Short/

Medium term

Link to

principal risks

Competition,

market and

macro-

economic

Risk rating

High

Improving renewable

energy mix available

to manufacturers

over time should help

mitigate cost increases

Higher demand for

products that align to the

circular economy (reuse

and repair), reducing new

product sales and/or loss

of sales to competitors

with more sustainable

options

Demand for sustainable product

ranges and those associated

with the circular economy may

increase revenue

Scenario

Variable across

all scenarios

Time horizon

Medium/

Long term

Link to

principal risks

Brand and

customer

Risk rating

Medium

Continue efforts to

improve circularity,

adapting to consumer

trends, and ensuring

we work with suppliers

that can manufacture

using more sustainable

materials

Reputational risk

Unable to recruit and

retain top talent if we

are not recognised as a

responsible business

Continual improvement

of sustainability strategy/

credentials improves reputation

and brand image, attracting a

broader range of talented and

loyal colleagues

Scenario

Variable across

all scenarios

Time horizon

Medium/

Long term

Link to

principal risks

People and

culture

Risk rating

Medium

Maintain B Corp

certification

and ensure we

deliver against our

sustainability strategy

Invest in resources to

develop and grow our

sustainability team

Shifts in consumer

preferences, unable

to retain and attract

customers if we are

not recognised as a

responsible business

Continually improving

sustainability strategy/

credentials will create

stronger reputation and brand

perceptions, attracting a broader

range of loyal customers

Scenario

Variable across

all scenarios

Time horizon

Medium/

Long term

Link to

principal risks

Brand and

customer

Risk rating

Medium

Utilise our marketing

resources to educate

customers on our

sustainable credentials

and product choices

they can make

Increased stakeholder

interest in sustainability

may lead to investors

divesting if we are

not recognised as a

responsible business

Continually improving

sustainability strategy/

credentials and transparency will

help improve access to capital

and enhance investor sentiment

Scenario

Variable across

all scenarios

Time horizon

Medium/

Long term

Link to

principal risks

Financial and

treasury

Risk rating

Medium

Maintain B Corp

certification

and ensure we

deliver against our

sustainability strategy

41Group plc Annual Report and Accounts 2024 41

Strategic Report

Climate-related risk register

Continued

Risk Opportunity Mitigating action

Physical risks (associated with the physical impacts of climate change)

Increased risk of

extreme weather events

(heatwaves, storm surges,

drought, flooding,

wildfires). Could lead

to disruption within

the supply chain as the

majority of products are

sourced from the Far

East, or cause impact

buildings, products and

transportation in the UK

Improved resilience through

operational changes, may

increase flexibility, improve

efficiency, and reduce costs in

the Group’s operating model

Scenario

Between 2-3°C

and above 3°C

Time horizon

Short/

Medium term

Link to

principal risks

Climate change

Risk rating

Low

Carry out specific

climate assessments

(e.g. flood risk)

and continually

monitor risks for long

term impact

Develop flood

evacuation and

protection plans

More frequent extreme

weather events may

impact raw material

supply, production, and

access and increase

cost prices. Changes

in temperatures and

precipitation may

affect the growth of raw

materials in some product

ranges including wood

and cotton

Stronger relationships with

suppliers and improved

communication throughout

the supply chain will improve

resilience and minimise

disruption, helping to reduce

costs and improve product

availability for customers

Scenario

Above 3°C

Time horizon

Medium/

Long term

Link to

principal risks

Climate change

Risk rating

Low

Continue to strengthen

supplier relationships

and environmental

collaboration

Risk from reduced

employee productivity

due to infrastructure

disruptions and extremes

in weather (predominantly

higher temperatures)

Continued improvements in

working environments and better

communication around extreme

events will help improve flexibility,

colleague retention and resilience

Scenario

Above 3°C

Time horizon

Medium/

Long term

Link to

principal risks

Climate change

Risk rating

Low

Maintain colleague

communication and

policies to ensure

colleagues’ wellbeing

is protected

Ensure all work

locations have

adequate cooling

systems

Damascus Elite

knives

42 Group plc Annual Report and Accounts 202442

Non-financial information

and sustainability statement

In accordance with Section 414CB of the Companies Act 2006, the statements below set out our approach and

commitment to our people, our communities and environment, anti-bribery and corruption, and human rights across the

Group.

Additional information on our business model can be found on pages 6 to 7, our approach to risk management on page 50,

and our non-financial KPIs on pages 44 to 45.

Our people

We are committed to creating an even better place to

work for our people, with a safe working environment and

a supportive culture where our colleagues can develop

their skills, experience, and careers. We promote wellbeing,

inclusion, diversity, and equal opportunities, and we treat

everyone with respect, providing fair reward for each of their

contributions. Our leadership play a critical role in fostering

and developing our culture and our working environments,

which is why we’re committed to developing the best

possible leaders we can.

Read more: Our people and other social matters:

Create an even better place to work: page 18

Engaging with stakeholders: pages 8 to 9

Sustainability - people: pages 23 to 27

Code of conduct:

see www.procookgroup.co.uk

Gender pay gap:

see www.procookgroup.co.uk

Diversity, equality, and inclusion policy:

see www.procookgroup.co.uk

Mental Health and well-being policy:

see www.procookgroup.co.uk

Our communities and environment

ProCook is committed to supporting the communities in

which we operate. We offer all colleagues the opportunity

to contribute to their communities through our Good

Causes Day scheme. We also raise funds for, and promote,

our charity partner Life’s a Beach and our colleague-

nominated charity of the year, and we develop relationships

in our local communities providing mentoring and work

experience opportunities for people with barriers to work.

We are proactive in our activities to reduce our impact

on the environment. We source quality products that are

designed to last, helping customers make more sustainable

choices and we eliminate all unnecessary plastics from

our packaging. We operate a zero waste to landfill Store

Support Centre, which is BREAAM excellent-rated, and we

are committed to progressively reducing our emissions

across all of our operations and supply chain.

Read more: Our communities and environment:

Reducing our environmental footprint: page 19

Engaging with stakeholders: page 8 to 9

Sustainability – people: page 23 to 27

Responsible manufacturing: page 33

Educating and inspiring action to reduce single-use

plastics: page 31

Task Force for Climate Change Related Disclosures: page

34 to 37

Anti-bribery and corruption, and

human rights

ProCook is committed to doing the right thing, with robust

policies and procedures in place to prevent bribery,

corruption, and human rights abuse.

We have established controls around giving and receiving

hospitality, entertainment, and gifts, and around the

introduction of new supplier partners. Colleagues are

required to confirm on an annual basis their understanding

of the policies that we have in place around anti-bribery and

corruption, and any non-compliance with the policy would

result in disciplinary action and possible dismissal.

We are committed to a zero-tolerance policy on modern

slavery, and we expect both those who work within our

organisation and our external partners to adhere to

and respect the highest ethical standards in working

conditions. The provenance of our products is of paramount

importance to us, and we work closely with our suppliers,

staff, and contractors to ensure there is complete

transparency in labour conditions at every level of our

business and stage of a product’s lifecycle. As part of

our Modern Slavery framework, we continue to audit and

monitor the conditions of our supply chain and internal

ecosystem on an ongoing basis to identify improvements

and uphold our commitment.

We operate a whistle-blowing helpline for colleagues who

may be concerned about these and other topics, and who

may prefer to report in confidence. All whistle-blowing

contacts are shared with the Audit and Risk Committee for

oversight and further investigation if required.

Read more: Our policies on anti-bribery and

corruption and human rights:

Code of conduct:

see www.procookgroup.co.uk

Human rights:

see www.procookgroup.co.uk

Anti-bribery and corruption:

see www.procookgroup.co.uk

Modern slavery:

see www.procookgroup.co.uk

Sustainability – product: pages 32 to 33

43Group plc Annual Report and Accounts 2024 43

Strategic Report

Key Performance Indicators

Financial Customer

Revenue

£m and %

Gross profit

£m and %

Underlying profit

before tax

£m and % of revenue

Free cash flow

£m

Number of new

customers

(‘000)

Number of active

customers (L12M)

APM

(‘000)

12 month repeat rate

APM

Trustpilot score

(Max 5)

Colleague

engagement score

emissions intensity

tCO

/ £1m of revenue

FY21 FY22

£53.4m

37.5%

£69.2m

29.5%

£62.3m

(9.9)%

£62.6m

0.4%

FY23 FY24

FY21 FY22

£35.9m

67.2%

£45.0m

65.1%

£38.3m

61.5%

£41.1m

65.7%

FY23 FY24

£8.3m

15.5%

£9.5m

13.7%

£(0.2)m

(0.3)%

£1.0m

1.6%

FY21 FY22 FY23 FY24

£8.2m

£(3.0)m

£(0.5)m

£2.0m

FY21 FY22 FY23 FY24

FY21 FY22

417

723

692

687

FY23 FY24

Revenue of £62.6m

(+0.4% vs FY23)

reflects an improving

performance trend as

the year progressed,

against the backdrop

of the challenging

consumer environment.

Excluding the impact of

the exit of the Amazon

channels, revenue grew

by 1.7% year on year.

Why this measure

matters

Revenue is an important

indicator of how

successfully we have

attracted and retained

customers, through

offering high quality

products at great

value, accompanied

by outstanding service

across all of our

channels.

Link to strategy

Gross profit increased

to £41.1m (FY23:

£38.3m) primarily

driven by lower supply

chain costs year on

year, largely relating to

marine freight.

Why this measure

matters

This measures our

success in sourcing

high quality products,

which offer customers

great value (with pricing

targeting savings of

at least 30% less than

comparable products

from competitor

brands), while still

achieving strong gross

margins to support the

business model.

Link to strategy

Underlying Profit

Before Tax increased

to £1.0m in FY24

(FY23: loss of £0.2m)

reflecting improved

gross profit margins

and strong cost

discipline to help

mitigate significant

inflationary pressures.

Why this measure

matters

This measure highlights

the underlying

profit performance

of the Group and

demonstrates our

ability to deliver long

term profitable growth.

Link to strategy

Free cash flow

improved to £2.0m

in FY24 (FY23: £0.5m

outflow) reflecting

careful management

of cash reducing the

Group’s year-end net

debt position to £0.7m

(FY23: £2.8m).

Why this measure

matters

Free cash flow

demonstrates the

Group’s ability

to generate cash

inflows, which can

then be utilised to

invest in initiatives

to support future

growth, repayment

of debt facilities or to

return surplus funds

via distributions to

shareholders.

Link to strategy

The Group attracted

687,000 new

customers to shop with

ProCook during FY24,

0.7% less than in FY23

primarily due to lower

Ecommerce revenues.

New customers are

those who shopped

with ProCook for the

first time in the year

and at that point first

registered their details

on our customer

database.

Why this measure

matters

Attracting new

customers to shop with

ProCook is a strategic

priority in order to

grow brand awareness

in the UK. The Board

monitors this measure

as an indicator of the

effectiveness of the

Group’s marketing

activities and the

continued progress

being made to raise

awareness of the

ProCook offer.

Link to strategy

During FY24, the

number of active

customers in the last

12 months increased

above one million for

the first time (+5.7%

YoY) as we continued to

attract new customers

and drive repeat sales.

Of these customers,

360,000 were repeat

customers originally

acquired in previous

periods (FY23:

299,000).

Why this measure

matters

This measure of

the Group’s active

customer database

is important as an

indicator of continued

penetration into the

markets we operate in.

This database allows

ProCook to understand

shopping behaviours

and better target

marketing activities.

Link to strategy

Our customer’s 12

month repeat rate

decreased by 2.3%

points year on year to

21.3% largely reflecting

the continued channel

shift back towards

Retail, which typically

has a lower repeat

frequency. Repeat

rates in both retail and

online channels also

reduced slightly year

on year.

Why this measure

matters

We use this metric

to understand the

Group’s ability to retain

customers and as an

indicator of the Group’s

ability to increase

the life time value of

customers.

Link to strategy

During the year, our

excellent-rated

Trustpilot score of 4.8

reflected over 125,000

reviews now received

by the Group of which

over 110,000 are

five-star ratings. Our

score improved by 0.1

point largely due to the

non-recurring impact

of courier disruption

caused by the Royal

Mail strikes during the

peak trading period in

the previous year.

Why this measure

matters

The Group uses the

Trustpilot review

service to gain

valuable customer

service and product

feedback. These

reviews provide other

customers confidence

in our overall brand

proposition.

Link to strategy

Our most recent

colleague engagement

survey result, which

was completed in

November 2023 had

an overall engagement

score of 66% which

was consistent year on

year. The Group was

certified a Great Place

to Work

for the third

consecutive year in

December 2023.

Why this measure

matters

This is important to us

as colleague feedback

helps us to understand

what we are doing

well and what we

need to improve. Our

colleagues are key to

our long-term success.

Link to strategy

Link to sustainability

Our people

emissions intensity

increased in FY24 to 6.9

tonnes of CO

per £1m

of revenue generated

primarily due to the

increase in size of the

Group’s property estate

including the new Store

Support Centre which

has been developed

to support future

expansion, and the dual

running of the previous

locations, which

resulted in increased

usage of energy.

Why this measure

matters

ProCook is committed

to doing the right

thing, and reducing

our environmental

footprint is a key part

of this. This measure

highlights how well

we’re doing in reducing

harmful greenhouse gas

emissions.

Link to strategy

Link to sustainability

Our p

lanet

APM

Link to

strategy

Accelerate profitable

sales growth

Improve operating

efficiency

Create an even better

place to work

Being a force for good

Our Key Performance Indicators (“KPIs”) are set and monitored by the Board to assess performance across a range of

financial and non-financial targets and to help determine senior management remuneration.

44 Group plc Annual Report and Accounts 202444

Customer Environmental Social Governance

Revenue

£m and %

Gross profit

£m and %

Underlying profit

before tax

£m and % of revenue

Free cash flow

£m

Number of new

customers

(‘000)

Number of active

customers (L12M)

APM

(‘000)

12 month repeat rate

APM

Trustpilot score

(Max 5)

Colleague

engagement score

emissions intensity

tCO

/ £1m of revenue

FY21 FY22

557

974

991

1,047

FY23 FY24

FY21 FY22

18.6%

25.5%

23.6%

21 .3 %

FY23 FY24

FY21 FY22

4.8

4.7

4.8

FY23 FY24

FY21 FY22

n/a

77%

66%

FY23 FY24

FY21 FY22

8.0

6.5

5.9

6.9

FY23 FY24

Revenue of £62.6m

(+0.4% vs FY23)

reflects an improving

performance trend as

the year progressed,

against the backdrop

of the challenging

consumer environment.

Excluding the impact of

the exit of the Amazon

channels, revenue grew

by 1.7% year on year.

Why this measure

matters

Revenue is an important

indicator of how

successfully we have

attracted and retained

customers, through

offering high quality

products at great

value, accompanied

by outstanding service

across all of our

channels.

Link to strategy

Gross profit increased

to £41.1m (FY23:

£38.3m) primarily

driven by lower supply

chain costs year on

year, largely relating to

marine freight.

Why this measure

matters

This measures our

success in sourcing

high quality products,

which offer customers

great value (with pricing

targeting savings of

at least 30% less than

comparable products

from competitor

brands), while still

achieving strong gross

margins to support the

business model.

Link to strategy

Underlying Profit

Before Tax increased

to £1.0m in FY24

(FY23: loss of £0.2m)

reflecting improved

gross profit margins

and strong cost

discipline to help

mitigate significant

inflationary pressures.

Why this measure

matters

This measure highlights

the underlying

profit performance

of the Group and

demonstrates our

ability to deliver long

term profitable growth.

Link to strategy

Free cash flow

improved to £2.0m

in FY24 (FY23: £0.5m

outflow) reflecting

careful management

of cash reducing the

Group’s year-end net

debt position to £0.7m

(FY23: £2.8m).

Why this measure

matters

Free cash flow

demonstrates the

Group’s ability

to generate cash

inflows, which can

then be utilised to

invest in initiatives

to support future

growth, repayment

of debt facilities or to

return surplus funds

via distributions to

shareholders.

Link to strategy

The Group attracted

687,000 new

customers to shop with

ProCook during FY24,

0.7% less than in FY23

primarily due to lower

Ecommerce revenues.

New customers are

those who shopped

with ProCook for the

first time in the year

and at that point first

registered their details

on our customer

database.

Why this measure

matters

Attracting new

customers to shop with

ProCook is a strategic

priority in order to

grow brand awareness

in the UK. The Board

monitors this measure

as an indicator of the

effectiveness of the

Group’s marketing

activities and the

continued progress

being made to raise

awareness of the

ProCook offer.

Link to strategy

During FY24, the

number of active

customers in the last

12 months increased

above one million for

the first time (+5.7%

YoY) as we continued to

attract new customers

and drive repeat sales.

Of these customers,

360,000 were repeat

customers originally

acquired in previous

periods (FY23:

299,000).

Why this measure

matters

This measure of

the Group’s active

customer database

is important as an

indicator of continued

penetration into the

markets we operate in.

This database allows

ProCook to understand

shopping behaviours

and better target

marketing activities.

Link to strategy

Our customer’s 12

month repeat rate

decreased by 2.3%

points year on year to

21.3% largely reflecting

the continued channel

shift back towards

Retail, which typically

has a lower repeat

frequency. Repeat

rates in both retail and

online channels also

reduced slightly year

on year.

Why this measure

matters

We use this metric

to understand the

Group’s ability to retain

customers and as an

indicator of the Group’s

ability to increase

the life time value of

customers.

Link to strategy

During the year, our

excellent-rated

Trustpilot score of 4.8

reflected over 125,000

reviews now received

by the Group of which

over 110,000 are

five-star ratings. Our

score improved by 0.1

point largely due to the

non-recurring impact

of courier disruption

caused by the Royal

Mail strikes during the

peak trading period in

the previous year.

Why this measure

matters

The Group uses the

Trustpilot review

service to gain

valuable customer

service and product

feedback. These

reviews provide other

customers confidence

in our overall brand

proposition.

Link to strategy

Our most recent

colleague engagement

survey result, which

was completed in

November 2023 had

an overall engagement

score of 66% which

was consistent year on

year. The Group was

certified a Great Place

to Work

for the third

consecutive year in

December 2023.

Why this measure

matters

This is important to us

as colleague feedback

helps us to understand

what we are doing

well and what we

need to improve. Our

colleagues are key to

our long-term success.

Link to strategy

Link to sustainability

Our people

emissions intensity

increased in FY24 to 6.9

tonnes of CO

per £1m

of revenue generated

primarily due to the

increase in size of the

Group’s property estate

including the new Store

Support Centre which

has been developed

to support future

expansion, and the dual

running of the previous

locations, which

resulted in increased

usage of energy.

Why this measure

matters

ProCook is committed

to doing the right

thing, and reducing

our environmental

footprint is a key part

of this. This measure

highlights how well

we’re doing in reducing

harmful greenhouse gas

emissions.

Link to strategy

Link to sustainability

Our p

lanet

These KPIs provide a range of information aligned to the Group’s strategic mission to be the customers’ first choice for

kitchenware, with our sustainability goals and financial performance in mind. They include people and environmental

measures, which the Board consider critical to ensure we remain a great place to work for our colleagues, and that we

continue to take action to reduce our environmental footprint.

Further information on how Underlying Profit Before Tax is calculated is set out on

page 122

Further information on how Free cash flow is calculated is set out on page 168.

tCO

emissions are defined as emissions from all Scope 1 and 2 activities relating to

the Group’s operations.

45Group plc Annual Report and Accounts 2024 45

Strategic Report

CFO’s review

Trading momentum

has improved

throughout the year

resulting in total

continuing business

revenue growth of

1.7% year on year, while

gross margins have

increased by 420bps

as expected. These

impacts, combined

with our focus on cost

discipline and delivering

improved operating

efficiency in the face of

significant inflationary

cost pressures, has

resulted in a return to

profit and positive cash

generation.”

Dan Walden

Chief Financial Officer

Revenue

£m/%

FY24

£m

FY23

£m

YoY growth

Revenue 62.6 62.3 0.4%

Ecommerce 22.7 25.6 (11.5%)

Retail 39.9 36.7 8.7%

LFL Revenue 58.5 59.6 (2.0%)

Ecommerce 22.7 24.9 (8.7%)

Retail 35.8 34.8 2.8%

Total revenue in FY24 (the 52-week period ending 31 March 2024) increased

by 0.4% to £62.6m (FY23, the 52-week period ending 2 April 2023: £62.3m).

Excluding the year on year impact of the discontinuation of the Amazon EU

channels in FY23, total revenue grew by 1.7%. Trading performance improved

through the year with total like for like revenue returning to growth in the

fourth quarter.

We have marginally increased our share in the UK Kitchenware market

during the

year, driven by resilient Retail revenue growth which outperformed the market.

Our mix of revenue remains more heavily weighted to Ecommerce (36%) than the

wider market (28%).

Ecommerce revenue decreased by 11.5% to £22.7m (FY23: £25.6m) including

the £0.8m impact of lower sales year on year from the discontinued Amazon

channels. Like for like revenue from our own website channels declined by 8.7%

year on year, largely the result of disruption caused by the transition to our new

website during the year.

Retail revenue increased by 8.7% year on year to £39.9m (FY23: £36.7m),

benefitting from the three new stores opened last year and the two new stores

opened in the year, partly offset by the closure of three smaller garden centre

stores during the final quarter. Like for like Retail revenue grew by 2.8% year on

year. At the end of the financial year our UK Retail estate comprised 57 stores.

Management estimates based on internal sales data and GFK weekly kitchenware sales data

Gross profit

Gross profit of £41.1m in FY24 (FY23: £38.3m) reflected improved gross margins

of 65.7% (FY22: 61.5%) which were driven by the reduced impact of heightened

marine freight costs which had adversely impacted cost of goods sold over the

last financial year (+530 bps impact), and lower levels of promotional activity

year on year (+50 bps impact). These positive effects were partly offset by our

drive to reset out value proposition, offering better pricing for customers across

the majority of the range from Q3 onwards, which was carefully applied and

monitored through the remainder of the year (-160 bps impact).

Operating expenses and other income

Underlying operating expenses net of other income

Total underlying operating expenses net of other income were £39.0m (FY23:

£37.6m) representing 62.3% of sales (FY23: 60.3%). The growth in costs was

driven by a number of key factors:

• Expenses in relation to the two new stores and one relocation upsize opened this

year and the annualisation of the three new stores opened last year: +£0.8m

• Annualisation of new Store Support Centre (“SSC”) occupancy costs compared

to previous HQ and Distribution Centres: +£0.8m

• Pay inflation and central capability investment: +£2.0m

• Above the line marketing campaign investment +£0.6m

46 Group plc Annual Report and Accounts 202446

• Increased digital marketing costs driven by website

disruption (£0.8m) offset by website volume reduction

(-£0.9m): -£0.1m

• Lower costs from the discontinued Amazon EU marketplace

channels: -£0.6m

• Annualisation of FY23 £3m cost savings initiative: -£2.1m

Other income

Total other income of £49k in FY24 (FY23: £51k) related

solely to rental income.

Non-underlying operating expenses

It is the Group’s policy to disclose separately such items

that relate to non-recurring events and are material in nature,

and incurred outside of the normal business operations,

in order to provide a consistent and comparable view of

the underlying performance of the Group. Non-underlying

operating expenses in FY24 were £0.1m (FY23: £6.2m).

Consistent with prior years, expenses in respect of

employee share-based awards which relate to the IPO

event in FY22, which itself is non-recurring, have been

presented as non-underlying costs. These expenses are

expected to continue into FY25 up to the third anniversary

of the IPO in November 2024.

During FY24, the Group completed the final elements

of consolidation of warehouse operations into its new

SSC, with subsequent assignment of the two pre-

existing warehouse leases to new tenants later in the year.

Operating and finance expenses associated with the costs

of transitioning into the new site, dual occupancy of the

new or previous sites, and exit costs associated with the

disposal of the two previous sites of £1.2m in FY24 (FY23:

£0.5m) have been presented as non-underlying costs as

these items are non-recurring, dual-running and transition-

related. Non-underlying finance expenses relate to interest

on lease liabilities relating to the disused warehouses.

Assignment of the leases, resulting in derecognition of the

related right-of-use assets and liabilities and disposal of

related fixed assets, resulted in gains of £1.9m, including the

reversal of £1.1m of prior year impairment provisions against

these two sites which were treated as non-underlying costs.

The prior year impairment assessment considered a number

of estimation factors at that time, including the length of time

each property would remain vacant. The reversal in current

year reflects the leases being assigned to new tenants in

shorter timescales than those previously assumed.

During the year, there was a significant amount of change

in the Group’s senior management team, following the

announcement that the Group’s Founder Daniel O’Neill

would step down from his role as CEO and transition to a

Non-Executive Director role. The one-off costs associated

with recruiting a new CEO and a subsequent restructuring

of the senior management team totalling £0.7m have been

treated as non-underlying given their material and one-off

nature. Management considers that separate disclosure

of this restructuring cost as non-underlying provides

additional useful information to the users of the financial

statements around the day to day trading performance of

the Group.

The Group carried out an impairment assessment as

at 31 March 2024 which did not result in any expense

(or reversal of previous expense) to the Consolidated

Income Statement. (2023: £3.3m in respect of Retail CGU

impairment and £1.1m in respect of the Group’s two pre-

existing distribution / head office sites).

Operating profit

Total underlying operating profit for the period was £2.1m

(FY23: £0.8m). Ecommerce operating profitability improved

from 17.9% of revenue to 23.5% benefitting from the

improved gross profit margins, exit of the EU marketplaces

and operational efficiencies year on year, partly offset by

higher digital marketing costs. Retail profitability improved

from 14.5% of revenue to 20.6%, also benefitting from

revenue growth, improved gross profit margins, and

operating efficiencies. The total operating profit from the

Ecommerce and Retail channels combined was £13.5m

(FY23: £9.9m). Central costs increased by £2.3m year on

year driven by increased costs associated with the new

SSC, pay inflation and other central cost investments

including brand marketing campaigns.

£m FY24 FY23

Underlying operating profit

Ecommerce 5.3 4.6

Retail 8.2 5.3

Central costs (11.4) (9.1)

Total 2.1 0.8

Underlying operating profit %

of revenue

Ecommerce 23.5% 17.9%

Retail 20.6% 14.5%

Central costs (18.3%) (14.7%)

Total 3.4% 1.2%

Total reported operating profit, after the £0.1m of non-

underlying expenses set out above was £2.0m (FY23: £5.4m

operating loss).

Profit and earnings per share

Underlying profit before tax was £1.0m (FY23: £0.2m

underlying loss before tax).

During the year, there was a net expense of £1.2m (FY23:

£1.1m) in respect of financial items in the period. Financial

items included interest expenses on lease liabilities and

borrowings of £1.4m (FY23: £1.1m), and other gains in

respect of foreign exchange of £114k (FY23: £55k loss).

After non-underlying items, reported profit before tax

was £0.7m (FY23: £6.5m loss before tax). Reported profit

after tax was £0.6m (FY23 restated: £6.1m reported loss

after tax).

The effective tax rate on underlying profit before tax was

16.4% (FY23 restated: 6.7%).

47Group plc Annual Report and Accounts 2024 47

Strategic Report

CFO’s review

Continued

Earnings per share

Underlying basic earnings per share for the year increased

to 0.77 pence (FY23 restated: -0.14 pence) and underlying

diluted earnings per share increased to 0.73 pence (FY23

restated: -0.14 pence).

Reported basic earnings per share for the year increased

to 0.56 pence (FY23 restated: -5.59 pence) and reported

diluted earnings per share for the year increased to 0.53

pence (FY23 restated: -5.59 pence).

Prior period restatement

The deferred tax asset in the financial years ending 3 April

2022 and 2 April 2023 has been restated in relation to

share based payments. Further information relating to

this restatement is set out in the Consolidated Financial

Statements in note 11, and the impact on earnings per share

is set out in note 13.

Cash generation and net debt

We have continued to carefully manage our cash position

during the year, resulting in free cash flow of £2.0m (FY23:

-£0.5m outflow) and a reduction in net debt to £0.7m

(FY23: £2.8m) with available liquidity headroom of £15.3m

(FY23: £13.2m).

£m FY24 FY23

Reported profit before tax 0.7 (6.5)

Depreciation, amortisation,

impairment, and profit/loss on

disposal 3.1 9.5

Share based payments 0.2 1.1

Finance expense 1.4 1.1

Unrealised FX (gains)/losses (0.4) 0.5

Net working capital 3.6 3.8

Tax paid (0.0) (0.1)

Net operating cash flow 8.6 9.3

Net capital expenditure (1.9) (5.2)

Interest (1.3) (1.1)

Payment of lease liabilities (3.4) (3.6)

Free cash flow 2.0 (0.5)

Movement in borrowings (2.0) (1.0)

Dividends paid - (0.3)

Movement in cash and cash

equivalents 0.0 (1.8)

£m FY24 FY23

Cash and cash equivalents 2.0 2.0

Borrowings (2.7) (4.8)

Net (Debt)/ Cash (0.7) (2.8)

The reported profit before tax in the year includes £0.3m of

non-underlying expenses, which resulted in £2.5m of cash

outflow (FY23: £0.7m cash outflow).

A reduction in net working capital resulted in a cash inflow

of £3.6m in the year (FY23: £3.8m) reflecting our planned

reduction of inventory and an increased trade payable

position. Inventory on hand at the year-end (excluding

inventory in transit) was £8.1m (FY23: £9.5m) down 14.9%

year on year. Total inventory at the year-end was £9.7m

(FY23: £11.5m).

Net capital expenditure of £1.9m in the year primarily

related to the final elements of investment in the new SSC,

and the two new stores and one upsized relocation store

which opened during the year. In the prior year, net capital

expenditure of £5.2m largely related to the investment in

the new SSC and new and relocating stores.

As at 31 March 2024, the Group held a current tax asset of

£0.1m (FY23: £0.6m) and a deferred tax asset of £0.7m

(FY23 restated: £0.9m). We anticipate, based on our current

financial projections, that this deferred tax asset will be

utilised against taxable profits generated within the next

two financial years.

Banking agreements

The Group has access to a committed £10m Revolving

Credit Facility (“RCF”) to provide additional cash headroom

to support operational and investment activities.

Additionally, the RCF agreement provides an accordion

option, subject to the lender’s approval, to extend the

facility by a further £5m.

Shortly after the year-end, on the 19 April 2024, the Group

successfully arranged a one-year extension to the RCF

which extends the expiry date out to April 2026. Additionally,

the terms in respect of the fixed charge cover covenant

were amended, in order to provide additional headroom

against that covenant in light of the Group’s performance

over the last two financial years. The revised covenant test

requires EBITDAR to be no less than 1.30x fixed charges

for the FY24 Q4 and FY25 Q1 and Q2 test dates, and 1.40x

thereafter. The leverage coverage remains unchanged with

net debt to be no greater than 2.0x EBITDA. Both covenants

are tested quarterly and are calculated on a last 12 month

rolling, pre-IFRS 16 basis.

The Group’s ability to meet these covenants has been stress

tested as part of going concern and viability considerations,

which are described in more detail on pages 126 to 128, and

64 to 65 respectively.

The Group has retained its access to an existing

uncommitted £6.0m trade finance facility, which is due

to expire on 31 August 2024, although is expected to be

renewed at that date. There is a performance KPI (inventory

to payables ratio) which is monitored on a quarterly basis,

however, there are no covenants or guarantees or other

collateral associated with this facility.

48 Group plc Annual Report and Accounts 202448

Capital allocation and dividend policy

In normal circumstances, the Board currently believes that,

to ensure operating flexibility through the business cycle, it

must maintain a minimum unrestricted cash/debt headroom

which the Board reviews on an annual basis, or more

frequently as required. Maintaining this headroom provides

a level of flexibility sufficient to fund the working capital

and investment needs of the Group (as well as set aside an

appropriate operating reserve for unexpected events).

The Group’s dividend policy targets an ordinary dividend

pay-out ratio of 20–30% of profit after tax during the

financial year to which the dividend relates. The Board

anticipates, under normal circumstances, that it will

consider returning surplus cash to shareholders if average

cash/debt headroom over a period consistently exceeds

the minimum headroom target, subject to known and

anticipated investment plans at the time.

The full capital and dividend policy is available on the

Group’s website at www.procookgroup.co.uk.

Dividends

Due to the ongoing challenging consumer environment and

the uncertainty that it creates around trading performance,

and, therefore, taking a cautious and responsible decision

to preserve cash within the business during these times, the

Board have not recommended any final dividend in respect

of FY24.

Treasury management

The Group is exposed to foreign currency risk through its

trading activities. The main source of this relates to stock

purchases from non-UK suppliers, which accounts for

approximately 95% of the Group’s annual stock purchases.

To manage the exchange rate risk, a mixture of standard

(“vanilla”) forwards and outperformance trades are utilised.

The Group seeks target levels of coverage for future USD

payments, as determined by internal forecasts and the

Group’s Treasury Management Policy.

Given the level of USD transactions and cover obtained via

financial instruments, the Group is exposed to a counter-

party risk with each of the financial institutions where

arrangements are held. The Group manages this risk by

ensuring only highly credited institutions are used and

limiting the level of exposure with each.

The Group is also exposed to interest rate risk where the

Group has financial obligations that give rise to a variable

interest charge. To minimise the charges and exposure

driven by interest rates, the Group ensures that credit

facilities are used optimally in parallel with the latest interest

rate information and forecasts.

Tax strategy

The Group’s tax policy is to manage its tax affairs in a

responsible and transparent manner in line with our

commitment to high corporate governance standards. This

ensures the Group complies with the relevant legislation and

has due regard to our reputation and thus seek to promote

the long-term success of the Group and deliver sustainable

shareholder value.

A full copy of the Tax Strategy is available on the Group’s

website at www.procookgroup.co.uk.

Dan Walden

Chief Financial Officer

25 June 2024

49Group plc Annual Report and Accounts 2024 49

Strategic Report

Risk management

The macro-environment has remained

challenging for both consumers and

businesses over the last financial year with

high inflation and interest rates, pressure

on disposable incomes and business

operating costs, and increased geo-

political instability including in the Middle

East. This uncertain world highlights the

importance of developing and maintaining

effective risk management processes.

During the year, we have continued to

develop our internal controls and our risk

management framework to improve our

ability to effectively manage risk.

Approach to risk management

Risk management is an integral part of the effective

governance and management of the Group, and we

continually develop and evolve our risk management

framework and associated processes. The Board is

ultimately responsible for determining the level of risk the

Group is willing to take to achieve its strategic objectives

and enhance the sustainability of value creation, including

risks that may threaten our business model, future

performance, solvency, or liquidity. The Board takes a

balanced view on risk to ensure an appropriate position

between risk aversion, opportunity, and gains.

The Audit and Risk Committee, with delegated authority

from the Board, is responsible for the oversight of the

Group’s risk management processes and controls. The

Executive Directors and Leadership Team (“LT”) have

responsibility for day-to-day risk management activities,

processes, and controls in their respective functions,

and support the Audit and Risk Committee in executing

their responsibility by ensuring that control processes

are operating effectively, risks are being identified and

monitored, any control weaknesses are identified and

resolved, and changes in the risk environment are being

considered.

The Group’s approach is set out in our Risk Management

Policy, which is reviewed annually by the Board to ensure it

remains relevant and appropriate. The risk management and

control procedures set out in the Risk Management Policy

form part of the Group’s management and governance

processes:

Identification: Risks are identified through both a

top-down approach (strategic risks) as well as a

bottom-up (functional risks) approach. Principal risks

are identified by the Board and risk appetites are

considered and set. Functional risks are identified by LT

members or delegates. The Board carefully considers

the risks it is willing to take to achieve strategic

objectives. New and emerging risks are assessed and

determined. The procedure seeks to capture top-down

strategic risks and well as bottom-up operational risks.

Assessment: Strategic risks are assessed on at least

a six monthly basis during LT meetings. The principal

risks are revisited and if necessary, updated on a

semi-annual basis, in line with the financial reporting

timetable. Functional risks are assessed by the LT

members or delegates, through maintenance of the risk

and control register. The Risk Register is reviewed for

completeness on a regular basis and included in the LT

meeting agendas. The Board will complete an annual

horizon scanning exercise.

Management: Risks are recorded in the Risk Register

by LT members or delegates (risk owners). Every risk on

the register is allocated to an individual and appropriate

controls are identified and where necessary, remedial

actions are identified. Risk management is embedded

in the business operations and functions. The process

allows colleagues and the Board to monitor risk, as

well as demonstrating a shared responsibility for the

management of risks.

Reporting: The Risk Registers and management of risk

is monitored and reviewed as part of the LT meeting

cadence. Reports over strategic risks and functional

risks are generated periodically on no less than a semi-

annual basis with support from the Finance team to the

LT and from the LT to the Audit and Risk Committee and

the Board.

Review: Each Audit and Risk Committee meeting

receives an update on risk topics and internal controls

and no less than once a year the Board carries out a

review of the risk management process and assesses

whether any improvements are necessary. The Board re-

evaluates risks measures and determines if controls are

appropriate, taking into account business planning. The

Board completes an annual review of risk appetite.

Communication and training: The Board, LT, operational

and Group functions receive training and support, and

have access to external resources where necessary.

The Group’s Risk Management Policy is

available at www.procookgroup.co.uk

50 Group plc Annual Report and Accounts 202450

Risk management framework

Board

Audit and

Risk Committee

Executive Directors

and Leadership Team

Risk

process owners

Ultimately responsible

for the Group’s risk

management system and

reviewing its effectiveness

• Establishes and

communicates

the Group’s Risk

Management Policy

• Sets the tone and culture

for managing risk across

the Group

• Reviews overall Group

principal risks at least

annually

• Sets the risk appetite of

the Group

• Ensures responsibility

for specific risks are

allocated to individual

Executive Directors

• Performs an annual

horizon-scanning

exercise for

emerging risks

• Considers

recommendations

from the Audit and Risk

committee

Responsible for the

oversight of risk

management processes

and controls

• Examines and reviews

the Group’s risk register

and internal control

environment at least

twice a year

• Reports to the Board

on the status of the risk

management processes

• Provides guidance

on risk and control

improvements

• Highlights where

minimum expected

standards are not met

• Makes recommendations

to the Board about

any requirements for

independent assurance

• Maintains relationships

with the independent

Auditor receiving their

reports on the control

environment and

any recommended

improvements

Day-to-day responsibility for

risk management activities,

processes, and controls

• Ensures the day-to-day

effectiveness of risk

management activities

• Responsibility for risk

prioritisation, identification, and

assessment at Functional level

• Reviews risk assessments,

sharing relevant material to

the Audit and Risk Committee

/ Board

• Completes an annual

horizon-scanning exercise for

emerging risks

• Reviews the Group’s risk

• Develops functional risk

registers aligned to principal

risks where appropriate and

required, ensuring regular

review of the performance of

mitigating controls

• Takes action to improve the

overall control environment,

increasing mitigating activities

where necessary

Drives and coordinates

local risk assessment

and compliance with risk

management processes

• Actively shares

knowledge and best

practice through

contact with other

functional leads

• Accepts responsibility

for the risk, its

evaluation, monitoring it

and reporting its status

• Coordinates and

contributes to the

development and

maintenance of an

appropriate control

environment, and

reporting the ongoing

effectiveness of

controls

• In combination with

the Risk Register

Owner, updates the

risk report to show the

current status

Group risk appetite statement

The Board is responsible for setting

the risk appetite for the Group and

does so taking into consideration the

expectations of its stakeholders and

members as a whole. The Group’s risk

appetite statement provides a useful

guide to inform strategic decision-

making, facilitate the review of risk

management, and to set targets

against which risk objectives must be

progressed.

We are generally more open to

strategic and operational risks,

recognising the clear growth

opportunity ahead, and the need

to test and trial new ideas and ways

of working. In these areas we have

moderate or higher risk appetite.

We are more cautious with regard

to financial, regulatory compliance,

Technology, data and cyber security,

people and culture, and climate

change risks. In these areas we have a

lower risk appetite.

The Group has a very low appetite for

risks that could damage our brand and

reputation, including the health and

safety of all our colleagues, customers,

suppliers, and any non-compliance to

our policies and procedures.

The Group’s Risk Appetite Statement is

available at www.procookgroup.co.uk

51Group plc Annual Report and Accounts 2024 51

Strategic Report

Principal risks and uncertainties

In accordance with the Group’s Risk Management Policy, the Board has undertaken

a detailed review of the Group’s principal risks and uncertainties, including new or

emerging risks, and those that could damage our business model, or adversely impact

our operational activities or financial performance and position.

There are two current overarching macro events which continue to have a significant impact on the level of risk that the

Group currently faces. These are the geo-political tensions and conflict which include the wars in Ukraine and the Middle

East and also the upcoming elections both in the UK and the US, and the current cost-of-living crisis which has significantly

impacted consumer disposable income over the last 12 to 18 months.

These two macro themes have broad-ranging impacts across our principal risks and uncertainties, and therefore, have not

been presented as individual principal risks themselves.

The Board has concluded that while there are still lasting impacts of both Covid-19 and Brexit, the impact of these have

reduced over time, and so are not directly referenced but instead are considered within the existing principal risks and

uncertainties.

1 Geo-political tensions

The impact of the Russian invasion of

Ukraine, and more recently the Israel

war on Hamas and the wider instability

in the Middle East, has had a significant

impact on our business and our

customers, and while these conflicts

continue these impacts are likely to

continue to evolve. Additionally, with

elections anticipated in both the UK

and the US in the next few months,

we anticipate continued consumer

spending caution, and potential wider

economic impacts, in the face of

such uncertainty. These geo-political

tensions present direct and indirect

risks for the Group:

• Inflationary pressures directly

impacting business operations and

profitability

• Inflationary pressures impacting

customers’ disposable income and

behaviour

• Political uncertainty impacting

consumer shopping behaviour

• Increased threats to cyber security

as warfare continues to evolve into

new arenas

• Disruption and potential for higher

costs when shipping goods to the UK

(as experienced in the Red Sea in the

latter part of this financial year)

• Heightened geo-political tension

and instability could lead to more

widespread regional or global

conflicts

• Increased foreign exchange volatility

2 The cost-of-living crisis

The cost-of-living crisis in the UK,

triggered by the post-Covid-19

surge in demand and the Russian

war in Ukraine, and compounded by

the UK political backdrop, has been

profound, resulting in significant

reductions in disposable incomes

following a period of significant

inflationary pressures. While inflation

is now subsiding, and interest rates are

widely expected to follow downwards,

the average customer remains worse

off than before. These impacts

present direct risks for the Group:

• Inflationary pressures on our cost

base including fuel, energy, wages,

food, raw materials in product costs

• Foreign exchange volatility and

heightened cost of debt

• Lower consumer confidence and

reduced disposable incomes

impacting trading performance

• Increased retail selling prices to

partly mitigate cost growth, further

impacting trading performance

• Increased competition to acquire

customers, particularly through direct

paid media marketing channels

• Concerned colleagues who are

also struggling with cost-of-living

pressure, impacting on morale

through this challenging period

52 Group plc Annual Report and Accounts 202452

Changes to our principal

risks and uncertainties

The two macro events set out

previously have resulted in changes to

either the likelihood or impact (or both)

of the principal risks that the Group

faces. After the effect of existing

or new mitigating internal control

activities, the Board considers that the

residual risk has, therefore, marginally

decreased in three of the principal

risks, and has increased in one:

The rapid deterioration in the

economic and consumer

environment over the last 12

to 18 months which led to a

significant downturn in consumer

confidence caused by the

combined adverse impacts of

significant inflation (including

the costs of energy, fuel, food

and other goods and services),

interest rate rises, tax increases

and slower wage growth has

begun to ease with inflation

now falling and interest rates

projected to reduce. The Board

has determined that while the

potential impact of competition,

market and macro-economic

risks remains heightened, the risk

has marginally decreased year

on year.

Reputational damage to the

brand is considered marginally

lower than previously, due to

reduced levels of promotional

activity, and improved value

offered through every day low

pricing, and a greater focus on

the customer which is improving

service levels and the overall

customer proposition.

With inflation now significantly

reduced year on year and interest

rates projected to fall over the

coming months, finance and

treasury risks are less extreme

than they were 12 months ago.

There remains heightened risk

around foreign exchange volatility

especially in light of geo-political

tensions.

Supply chain risk has increased

as a result of the geo-political

tensions in the Middle East which

have led to the disruption of the

Red Sea shipping routes and

created longer transit times and

increased shipping costs.

Principal risk heatmap

The heat map diagram illustrates the Board’s assessment of the

principal risks and uncertainties, and their movement year on year after

the effect of existing or new mitigating internal control activities:

Emerging risks

The Board have carefully considered the

principal risks and uncertainties, and whether

there are any new emerging risks which

the Group faces. The principal risks and

uncertainties are not exhaustive, and the

Group may be exposed to risks wider than

those listed, including risks not currently

known or identified, or currently deemed

to be less material, which may also have an

adverse effect on our activities.

Awareness of emerging risks is important

to support strategic planning and decision-

making, and to identify mitigating actions

and controls which may be required as

events and risks evolve. The key emerging

risks identified by the Board remain the

same as last year with the notable addition

of the impact of the Israel war on Hamas

and the resulting heightened tensions in the

Middle East:

• Geo-political tensions including those

related to the Russian war in Ukraine, the

Israel war on Hamas (and impact on Middle

East stability), China (and Taiwan) and other

political changes including the upcoming UK

and US elections

• The cost-of-living crisis with regard to both

its duration and how profound its long-term

effect will be on consumer behaviour and

discretionary spending power

FY24: Strategic Operational Financial and compliance

FY23:

Strategic Operational Financial and compliance

Increase Decrease

Likelihood

Impact

53Group plc Annual Report and Accounts 2024 53

Strategic Report

Principal risks and uncertainties

Continued

How our principal risks and uncertainties link to our strategy

The table below highlights how our principal risks and uncertainties link with our strategic priorities, as set out on pages 10 to 21

Ref Principal risks and uncertainties Change vs FY23

1 Strategy and business change No change

✓ ✓ ✓ ✓

2 Competition, market and macro-economic Decrease

✓ ✓

3 Brand and customer Decrease

✓ ✓ ✓

4 Climate change No change

✓ ✓ ✓ ✓

5 Supply chain Increase

✓ ✓ ✓

6 Technology platforms, data loss and cybersecurity No change

✓ ✓ ✓ ✓

7 Marketing effectiveness No change

✓

8 People and culture No change

✓ ✓ ✓ ✓

9 Financial and treasury Decrease

✓ ✓

10 Regulatory compliance No change

✓ ✓ ✓ ✓

Strategic risks

1 Strategy and business change

Our failure to identify and successfully execute appropriate strategies to develop and grow the brand over the medium to

long term could be affected by a range of factors including changes in competition or products, consumer behaviours and

trends, inadequate change management or leadership. This could slow or limit the growth of the business, distract from and/

or damage the overall customer proposition, incur additional cost, or serve to demotivate colleagues if not led effectively

Risk appetite

Open (moderate to high)

Link to strategy

KPIs

• Revenue growth

• Underlying PBT

• Number of active

customers (L12M)

Board oversight

• Annual Board strategy

planning day and

3-5 year financial

plan review

• Periodic strategic

progress updates

• Rotational deep dive

strategy sessions at

each Board meeting

Executive responsibility

Lee Tappenden, CEO

Context and potential risk impacts

There are currently three business-critical

strategic programmes underway including:

1. Expanding our UK store network

2. Enhancing customer experience online

3. Supply chain transformation

Each of these have their own inherent risks and

require effective programme management

and leadership to deliver alongside the full

strategic programme, at pace, on time and

within budget

Strategy for growth – pages 10 to 21

Potential risk impacts include:

• Failure to meet financial or other non-financial

targets

• Reduced or limited business growth

• Disruption to core business operations which

could impact performance

• Failure to retain colleagues, or loss of

colleague engagement

• Loss of focus on core business activities

• Delays in strategy execution may lead to a loss

of investor confidence

Mitigations

• Medium to long term business strategy is

developed and reviewed by the Board at

least annually

• Steering Groups established for key

projects reporting to the Board

• Clear accountability for strategic

execution is delegated to the Executives

and progress monitored by the Board

• Experienced leadership and development

of the Leadership Team within a

performance and growth culture

• Use of external expert advisors to support

strategy development and execution

where appropriate

• Use of trial/experimentation

methodologies for agile change

programmes to monitor change impacts

54 Group plc Annual Report and Accounts 202454

2 Competition, market, and macroeconomic

Our failure to adapt to changing consumer needs given external macro factors, and to maintain a compelling customer

offer compared to competitors could limit or reduce profitability and opportunities for growth. Macro-economic factors

which reduce consumer confidence and/or disposable incomes or create additional cost pressures could impact

revenue growth and profit generation.

Risk appetite

Open (moderate to high)

Link to strategy

KPIs

• Revenue growth

• Underlying PBT

• Number of active

customers (L12M)

Board oversight

• Monitoring market

share, competitor, and

customer data

• Reviewing and

challenging sales

performance and cost

base efficiency in

periodic Board reports

• Developing and

monitoring strategic

and operational

action plans

Executive responsibility

Lee Tappenden, CEO

Context and potential risk impacts

Over the last 24 months, the combined effects

of the Russian invasion of Ukraine and the Israel

war on Hamas, the lasting effects of Covid-19

and Brexit, and wider geo-political tensions

have continued to evolve and have contributed

to significant uncertainty for customers, driven

by economic volatility, significant inflation, and

cost of living pressures

This has led to greater competition in the

marketplace with increased promotional

activity and higher costs to acquire customers

While inflation has begun to fall to more normal

levels, and interest rates are expected to

follow downwards, UK consumers are now,

on average, worse off than before and these

external factors may persist for some time

Potential risk impacts include:

• Reduced profitability and inhibited growth

opportunities

• Loss of market share to competitors

• Pricing volatility in costs such as fuel, energy,

raw materials, marketing, shipping and labour

• Reduced new customer acquisition

• Slower repeat purchase frequency

• Lower average transaction values

• FX and interest rate volatility or higher costs

Mitigations

• Focus on exceptional value and

high-quality service with KPI’s monitored

by the Leadership Team

• Continual monitoring of market

performance, and competitor activity

including pricing and promotions

• Increased focus on customer lens through

NPS metrics and customer focus group

• Investment in technology and supply

chain capabilities to improve customer

experience

• Regular range refresh to attract new and

repeat business with 278 new products

launched in FY24

• Achieved “Which?” certification and

obtained B Corp status, focussing on

customer demand for sustainable,

high-quality products.

• Comprehensive foreign exchange

hedging policy and robust coverage in

future periods

• Prudent cash management and

preservation to minimise debt

interest costs

• Identification of business efficiencies,

and close working with suppliers to

mitigate cost pressures

Link to

strategy

Accelerate

profitable sales

growth

Improve operating

efficiency

Create an even

better place to

work

Being a force for

good

Risk impact change

year on year

No Change Increase Decrease

55Group plc Annual Report and Accounts 2024 55

Strategic Report

Principal risks and uncertainties

Continued

3 Brand and customer

Reputational damage leading to loss of consumer confidence in ProCook products or services, which could be caused

by a variety of factors including customer data loss, product quality, health and safety, level of direct marketing activity,

ethical or sustainability concerns, poor customer service, or regulatory non-compliance.

Risk appetite

Cautious (low)

Link to strategy

KPIs

• Revenue growth

• Number of active

customers (L12M)

• Number of new customers

• Trustpilot score

Board oversight

• Monitoring market

share, competitor and

customer data

• Reviewing and monitoring

Trustpilot review KPIs

and data

• Review and approval of the

ESG strategy

Executive responsibility

Lee Tappenden, CEO

Context and potential risk impacts

Reputational damage to the brand is

considered marginally lower than last

year, due to reduced levels of promotional

activity, improved value offered through

every day low pricing, and a greater focus

on the customer, which is improving service

levels and the overall customer proposition

The inherent risk remains given the macro

conditions that consumers choose to

divert discretionary spend away from

kitchenware products while cost-of-living

pressures persist

Potential risk impacts include:

• Lower new customer acquisition

• Loss of existing customers and repeat

business, and lower life time value

• Reduced revenue growth and lower

profitability

• Loss of market share to competitors

• Lower colleague retention due to a

decrease in engagement with the brand

Mitigations

• Rigorous product quality testing and

certification, accompanied by strong

warranties. Robust supplier selection with

Sedex monitoring to ensure strong ethical

and environmental compliance through

audits of labour standards, health and

safety and environmental assessments

• Technology vulnerability and penetration

testing with continual security capability

improvement, Payment Card Industry and

Data Protection compliance

• Colleague code of conduct and

business culture, monitoring colleague

engagement and Glassdoor ratings

• Monitoring of brand health metrics

including Trustpilot reviews and NPS in our

customer focus group

• Continued focus on sustainability

recognised with B Corp certification

• New lower pricing across large parts

of the range offering greater value to

customers

Designpro stackable

cookware

56 Group plc Annual Report and Accounts 202456

4 Climate change

Any failure to implement our ESG ambitions within acceptable timescales and deliver on stakeholder expectations to

reduce the environmental impact of our business and progress towards our net zero targets. These include actions linked

to our ESG strategy and managing any potential adverse consequences of climate change on our business. Failure to

meet the expectations of our customers, colleagues, investors and other stakeholders, may impact our brand reputation

and future trading performance.

Risk appetite

Cautious (low to

moderate)

Link to strategy

KPIs

• CO

emissions

Board oversight

• Deep dive review

sessions on ESG

provide opportunity

to challenge

• Review and approval

of the ESG strategy

Executive

responsibility

Dan Walden, CFO

Context and potential risk impacts

ProCook is committed to reducing

our environmental impact and raising

awareness of climate change across our

stakeholder groups

As we transition towards a low-carbon

economy there are a variety of potential

risks to strategy execution and financial

performance including:

• Increasing frequency of natural disasters,

which could impact our operations

including our supply chain

• Legal and compliance changes, which may

disrupt our operations and increase costs

(including taxation)

• Reputational damage due to insufficient

progress or compliance failure, which

could also result in lower colleague

engagement

• Changes in customers preferences

that may require product or proposition

changes which could increase costs

Mitigations

• Focus at Board, Executive and Leadership Team.

ESG Committee meets quarterly to oversee

progress. Green Team meets monthly to

implement actions and generate new ideas

• ESG strategy developed by ESG Committee and

ESG Director and approved by the Board

• Continued partnership with Ecologi to mitigate

unavoidable Scope 1 and 2 CO

emissions

• BCorp certification awarded in September 2022

• Electric vehicle fleet for all company cars,

transitioning to renewable energy sources

in all UK locations, BREEAM certified Store

Support Centre

• Removal of all unnecessary product packaging

(including single use plastic) across our range

• Comprehensive environmental management

system in place for monitoring water, waste,

energy and CO

emissions

• Environmental marketing to promote sustainable

choices

Link to

strategy

Accelerate

profitable sales

growth

Improve operating

efficiency

Create an even

better place to

work

Being a force for

good

Risk impact change

year on year

No Change Increase Decrease

57Group plc Annual Report and Accounts 2024 57

Strategic Report

Principal risks and uncertainties

Continued

Operational risks

5 Supply chain

Failure to source products effectively and efficiently, potentially relating to geopolitics surrounding Far East

manufacturing reliance, or to ensure inventory is maintained in the right volumes at the right locations could adversely

impact our short and medium term operational and financial performance.

Risk appetite

Open (moderate)

Link to strategy

KPIs

• Revenue growth

• Underlying profit

before tax

• Free cash flow

Board oversight

• Deep dive review

sessions on supply

chain provide

opportunity to

challenge

• Review and discussion

of Stock and Supply

Chain Reports each

Board meeting

Executive responsibility

Dan Walden, CFO

Context and potential risk impacts

The Group sources products from established

suppliers around the world, with the

majority of products sourced from Far East

manufacturers, and imports them directly to

our Distribution Centre in the UK from where

we despatch products to couriers for home

delivery or to our retail stores

The geo-political tensions between China and

US continue, and may escalate further, and

the UK government or consumer may force

a shift in the Group’s sourcing strategy away

from China which could be disruptive and/ or

increase costs for the Group

The impacts of the Covid-19 pandemic had a

significant effect on sourcing and particularly

shipping, which has now eased, however since

the onset of the Israel war on Hamas and the

wider conflicts in the Middle East, there has

been disruption through the Suez Canal, which

has added cost and increased transit times

These factors have increased the level of risk

year on year:

• Delays in product shipments could lead to

inventory shortages, availability issues and

possible loss of revenue

• Increased costs from input or raw material

costs, and/ or higher costs of shipping, could

reduce gross margins, or require increased

selling prices, which may reduce revenue

• Delays in order shipment to customers may

damage the overall customer experience and

impact brand reputation

• Geo-political tensions or future wars or

pandemics may impact our ability to source

products of sufficient quality, when needed

and at the right price

• Higher inventory levels may lead to increased

costs of storage and logistics and lower free

cash flow

Mitigations

• Continuous communication with product

and freight suppliers

• Earlier ordering of product intake during

periods of manufacturing and shipping

disruption

• Robust inventory management

including intake planning and availability

optimisation. Monitored by weekly

reviews with Leadership Team

• Use of well-established outbound

suppliers with monthly performance

review meetings

• Our new central Distribution Centre brings

inventory into one location and has added

capacity for growth

• Product supplier base exceeds 100

established suppliers providing flexibility

and resilience

• Achieved >98% delivery on time in FY24

for UK Ecommerce orders

58 Group plc Annual Report and Accounts 202458

6 Technology platforms, data loss and cyber security

Any failure to develop and maintain appropriate technology to support operations, including the timely adoption of

newer technologies (such as Artificial Intelligence, Machine Learning and Robotics), or the loss of key platforms or data

due to cyber-attacks or other failures without an adequate response, could lead to reputational damage, fines or higher

costs, or a loss of stakeholder and customer confidence in our Brand.

Risk appetite

Cautious (low)

Link to strategy

KPIs

• Underlying profit

before tax

• Trustpilot score

Board oversight

• Deep dive review

sessions on Technology

roadmap and strategy

provide opportunity to

challenge

• Review and discussion

of Technology and

Cyber Security Report

each Board meeting

• Approval of Tech

Strategy each year and

regular monitoring of

development roadmap

delivery

Executive responsibility

Dan Walden, CFO

Context and potential risk impacts

We rely on our technology systems to support

our business operations including inventory

and supply chain management, recording

and processing customer transactions,

and in analysing performance results and

customer data

The increasing sophistication and frequency

of malicious cyber activity, including the

consequence of the Russian invasion of

Ukraine and broader geo-political tensions

have increased cyber security risk

Our reliance on third parties to provide

technical services including hosting and digital

technology presents risks that we do not have

full control over

• Loss of access or functionality could result in

loss of revenue and/ or reputational damage

and could require significant investment to

remediate

• Loss of customer data could cause

reputational damage, impact our operations

and/ or result in breach of regulations with

potential financial penalties

• Delayed implementation of new technologies

as our business evolves and becomes even

more digitally led could disrupt business

operations, slow the pace of strategic

progress, or result in higher costs

Mitigations

• Robust security procedures, policies

and protocols established, including

disaster recovery plans and system

documentation

• High level of system monitoring and “on-

call” procedures support high level of

system up-time (>99.9% in FY24)

• Test and deployment and change

management procedures established for

technology deployments

• External expertise utilised to support

system monitoring, Data Protection and

Payment Card Industry compliance

• Regularly perform vulnerability scanning

and penetration testing procedures to

assess status and identify security and

system resilience improvements to make

Link to

strategy

Accelerate

profitable sales

growth

Improve operating

efficiency

Create an even

better place to

work

Being a force for

good

Risk impact change

year on year

No Change Increase Decrease

59Group plc Annual Report and Accounts 2024 59

Strategic Report

Principal risks and uncertainties

Continued

7 Marketing effectiveness

The Group’s future performance depends on customer acquisition and retention with cost-efficient marketing spend,

appropriate creative messaging and relevant media mix. Any failure to attract new customers and retain existing customers

in a cost-effective and engaging way could impact short term performance and medium term strategic growth ambitions.

Risk appetite

Cautious (moderate

to high)

Link to strategy

KPIs

• Revenue growth

• Underlying profit

before tax

• Number of active

customers (L12M)

• Number of new

customers

Board oversight

• Monitoring and

challenging

performance across

customer and relevant

financial KPIs

• Regular deep dive

sessions on customer

and marketing activity

• Reviewed and

approved the brand

purpose and customer

promise framework

Executive responsibility

Lee Tappenden, CEO

Context and potential risk impacts

ProCook has a significant opportunity to grow

brand awareness in the UK and expand our

customer base. Effective marketing activity is

critical to achieve this

The challenging macro-environment over the

last 2 years has led to increased competition

to attract and convert customers resulting

in higher costs of marketing and increased

promotional activity and discounting. This is

likely to evolve and persist while conditions

remain challenging, which could have the

following potential impacts:

• Failure to attract new customers and

successfully grow brand awareness could limit

the achievement of our strategic objectives

• Lower marketing effectiveness (either in

engagement or cost) could result in lower

revenue from fewer new customers or falling

repeat rates, and higher costs / lower profits

• Increased promotional discounting, or higher

frequency of communications could deter

certain customers and has the potential to

damage brand reputation

Mitigations

• The Group ensures the CEO and

Marketing Director sign off key messaging

and spend within a defined budget

• Monitoring of detailed marketing metrics

against budgets including Return on Ad

Spend (“ROAS”) and Cost per Acquisition

(“CPA”)

• Communications Framework established

to sign off customer messaging

• Attracted 687,000 new customers

during FY24, grew our number of

active customers (L12M) to in excess of

1,000,000

• Development of our brand purpose and

proposition to provide a “North Star” for

all marketing activity

• Continually assess, test and trial new

recruitment channels

• Established CRM platform which acts

as email service provider to consolidate

activity and improve retention capability

through segmentation and data analytics

60 Group plc Annual Report and Accounts 202460

8 People and culture

Any failure to attract, retain and develop the right talent, skills and capabilities or to successfully protect and develop our

culture could impact operational activities including customer service and our longer-term strategic objectives.

Risk appetite

Cautious (low)

Link to strategy

KPIs

• Colleague

engagement score

Board oversight

• Deep dive review

sessions on people

and culture strategy

provide opportunity to

challenge

• Review and discussion

of People Report each

Board meeting

• Review of annual

engagement score

results and associated

improvement plans

• Designated NED

attends Colleague

Advisory Panel and

reports to the Board

• Succession

planning reviewed

by the Nominations

Committee

Executive responsibility

Lee Tappenden, CEO

Context and potential risk impacts

ProCook employs over 600 committed and

talented colleagues. Creating a great place

to work, and protecting our culture is critical

to our continued success in attracting and

retaining top talent

Current and potential colleagues continue

to show greater preference for roles with

purpose and greater flexibility to support their

own life choices

The UK labour market remains tight with

increasing wages as a result of inflationary

pressures. Key risks include:

• Loss of existing expertise and knowledge

which could impact operations or delivery of

strategic objectives

• Increased risk of cost growth through total

reward inflation due to macro-factors

• Higher level of colleague absence or reduction

in colleague engagement could impact our

operations and customer service

Mitigations

• Monitoring of colleague engagement,

turnover and other metrics by the

Executive, Leadership Team and Board

• Established annual appraisal reviews,

objective setting and performance

related reward

• Continued investment in learning and

development programmes, and personal

development plans

• Established Code of Conduct explained

to all new starters

• Comprehensive policies including

Diversity and Inclusion, Mental Health

and Wellbeing, Stress, and Menopause

policies

• Clearly defined business values to help

protect and develop our culture

• Continued commitment to fair reward

including the Real Living Wage

• Awarded Great Place to Work

certification for a third time in FY24

Link to

strategy

Accelerate

profitable sales

growth

Improve operating

efficiency

Create an even

better place to

work

Being a force for

good

Risk impact change

year on year

No Change Increase Decrease

61Group plc Annual Report and Accounts 2024 61

Strategic Report

Principal risks and uncertainties

Continued

Financial and compliance risks

9 Financial and treasury

Any failure to effectively manage our financial affairs and ensure an appropriate financial position and sufficient

liquidity for future growth, or any failure in financial planning, financial reporting, compliance with tax legislation, or the

maintenance of a robust financial control environment, could impact our ability to deliver our strategic objectives, as well

as have an adverse impact on business viability.

Risk appetite

Cautious (low)

Link to strategy

KPIs

• Underlying profit

before tax

• Free cash flow

Board oversight

• CFO reports reviewed

and discussed at each

Board meeting

• Annual budget and re-

forecasts reviewed and

approved by the Board

• Audit and Risk

Committee reviews

financial control

framework and

risk management

framework

• Various policies

reviewed and approved

by the Board including

Treasury Policy and

Capital Allocation Policy

Executive responsibility

Dan Walden, CFO

Context and potential risk impacts

The challenging macro-environment has

required greater level of focus on cash and

covenant management, foreign exchange

management, and forecasting and reporting.

We continue to focus on these ensuring that

we have appropriate liquidity headroom, to

support our operational performance and

strategic objectives

Whilst inflation has fallen, interest rates are yet

to begin to reduce, and continued FX volatility

is likely given the geo-political environment

and upcoming elections in the UK and US

Other potential risk impacts include:

• Inaccurate or untimely financial reporting

may result in misguided decision- making

impacting future performance

• Non-compliance with regulatory requirements

including tax could result in fines or penalties

and damage our reputation

• Failure in financial controls could result in loss

of business assets or higher costs reducing

profitability

• Loss of liquidity business flexibility if

insufficient headroom maintained to support

working capital or investment decisions

Mitigations

• Established relationships with banking

partner with £10m available RCF undrawn

at year-end and reduced net debt

position year on year

• External professional support utilised

where required for technical advice

• Foreign exchange hedging undertaken

to help mitigate risk of volatility within

approved Treasury Policy

• Robust approach to budgeting and

forecasting throughout the year

• Financial Position, Prospects and

Procedures documentation reviewed

annually by the Board

• Finance Risk Register and process

documentation established and

continually developed

• Continual focus on strengthening financial

controls including process automation

62 Group plc Annual Report and Accounts 202462

10 Regulatory compliance and corporate responsibility

Any failure to comply with legal and regulatory obligations, or our wider corporate responsibility could result in financial or

legal exposures, or damage to our reputation with our Stakeholders, as a responsible brand.

Risk appetite

Cautious (low)

Link to strategy

KPIs

• Revenue growth

• Underlying profit

before tax

Board oversight

• Corporate governance

topics reviewed and

discussed at each

Board meeting

• CFO reports to the

Board on any key

internal policy changes

seeking approval

where needed

• Audit and Risk

Committee review

regulatory risks as part

of risk management

procedures

Executive responsibility

Dan Walden, CFO

Context and potential risk impacts

We are committed to compliance with all

relevant regulations

The legal and regulatory landscape in which

we operate remains stringent and is subject to

frequent changes and updates, which require

us to adapt our operational and compliance

procedures

Any failure to remain compliant could result in a

range of potential risk impacts including:

• Adverse publicity, which could damage

customer or other stakeholder confidence,

and potentially impact revenue growth,

profitability or funding

• Fines or other penalties for non-compliance,

or costs in relation to any legal proceedings or

remedial actions

• Potential injury or loss to a colleague,

customer or other stakeholder (particularly in

the event of a Health and Safety issue)

• Loss of focus on business operations

and strategic objectives in the event of a

significant compliance breach

Mitigations

• Group policies and code of conduct

shared with colleagues and training

provided

• External professional advice obtained on

relevant matters e.g. GDPR, property legal

advice, employment advice, tax advice

• Head of Health and Safety leads the

development of the Groups’ Health and

Safety Policy and completes site audits

and maintains incident reporting and

monitoring

• Established policies and procedures

for technical topics such as Trading

Standards, WEEE, Waste Management,

Market Abuse Regulations, GDPR,

PCI which are overseen by senior

management

• Company Secretary facilitates ongoing

review of governance best practice with

the Board

Link to

strategy

Accelerate

profitable sales

growth

Improve operating

efficiency

Create an even

better place to

work

Being a force for

good

Risk impact change

year on year

No Change Increase Decrease

63Group plc Annual Report and Accounts 2024 63

Strategic Report

Assessing long-term viability

In accordance with the UK Corporate Governance Code,

the Board of Directors is required to assess the viability

of the Group over a longer time period than 12 months to

determine whether it has a reasonable expectation that it

will be able to continue in operation and meet its liabilities as

they fall due, and to issue a “Viability Statement”.

As part of this assessment, the Board has considered the

future prospects of the Group by reference to its current

financial position, recent trading performance and market

outlook, forecasts and financial projections, its strategy and

business model, and its principal risks and uncertainties.

The Board has determined that a three-year viability

assessment period covering the three financial years ending

28 March 2027, appropriately reflects the speed of change

in the retail and consumer environment and is consistent

with the Group’s strategic planning cycle. This time period

provides a reasonable balance between the long-term

nature of investments and the key drivers of near-term

business performance.

The Directors have considered the Group’s principal risks

and have assessed the impact of a range of downside

scenarios, including a severe but plausible downside

scenario, on the Group’s expected financial performance,

position and cash generation. The scenarios have been

informed by a comprehensive review of the macro-

economic environment, including consideration of the

recent fall in inflation, and anticipated decline in interest

rates, alongside geo-political tensions including the

impacts on our supply chain.

Consideration has been given to the availability of facility

headroom and covenant compliance within the Group’s

financing facilities, the recently extended RCF agreement

and amended fixed charge covenant terms, details of which

are as follows:

• ProCook’s bank facility agreements and the associated

covenants are set out in the CFO’s Review within this report

and include a committed £10m RCF (expiring in April 2026,

although expected by management to be renewed at that

date), with a £5m accordion option to the RCF, subject to

lender approval, and an uncommitted £6m trade finance

facility.

• Shortly after the year-end, on the 19 April 2024, the Group

successfully arranged a one-year extension to the RCF,

which extends the expiry date out to April 2026. Additionally,

the terms in respect of the fixed charge cover covenant

were amended, in order to provide additional headroom

against that covenant in light of the Group’s performance

over the last two financial years. The revised covenant test

requires EBITDAR to be no less than 1.30x fixed charges

for the FY24 Q4 and FY25 Q1 and Q2 test dates, and 1.40x

thereafter. The leverage coverage remains unchanged with

net debt to be no greater than 2.0x EBITDA. Both covenants

are tested quarterly and are calculated on a last 12 month

rolling, pre-IFRS 16 basis.

• ProCook ended the financial year with net debt of £0.7m,

with £2.0m cash and cash equivalents and drawings on

the trade finance facility of £2.8m with available liquidity

headroom of £15.3m.

The base case for the scenario modelling extends from the

Group’s annual budget plan that was approved by the Board

in March 2024 and updated in its most recent forecast

during quarter one, which was approved by the Board in

June 2024. Forecasts for FY26 and FY27 are based on the

Group’s strategic objectives and its five year financial plan,

which projects forwards from the latest FY25 forecast.

Key assumptions include Ecommerce and Retail like for

like (“LFL“) revenue growth, gross margin performance, the

financial impacts of opening of new stores (including capital

investments and time to maturity), operational efficiencies

being delivered, investment in marketing activity, and the

appropriate level of inventory required to maintain strong

product availability for customers.

In their consideration of the Group’s principal risks and

uncertainties the Board believes that the most likely

and most impactful risks that the Group faces are those

surrounding customer and macro-economic factors, and

supply chain disruption risk, both of which are heightened as

a result of the current macro-environment and geo-political

tensions.

The Board has reviewed the potential downside impact of

these risks unfolding, modelled under a number of scenarios

including a severe but plausible downside scenario, which

reflected the following assumptions:

• A significant reduction in customer demand and shopping

frequency, caused by continued disposable income

pressures and consumer caution in light of political

uncertainty, and additional cost impacts driven by

continued supply chain disruption associated with the

Suez Canal diversions. The impacts of these factors have

been reflected in an 8% lower revenue performance in the

FY25 year compared to base case, increasing to a 16%

decrease in FY26 and a 22% decrease in FY27, combining to

reflect a 66% reduction in Group revenue growth over the

assessment period compared to the base case

• Included within this lower sales scenario, are fewer new

store openings in both FY26 and FY27 on the basis that there

would be lower management confidence of positive return

on investment from such openings

• A reduction in gross margins in FY26 and FY27 compared to

the base case by 100bps in each year to reflect the risk of

heightened supply chain costs

Under this severe but plausible downside scenario,

and before mitigating actions, the Group would remain

comfortably within its available borrowing facilities

throughout the assessment period and remain compliant

with the fixed charge covenant test. However, it would

breach the leverage covenant at the Q2 FY25 test date

given the level of planned and committed inventory intake

and new store openings during the first half of FY25.

The Group has a positive and long-standing relationship

with its banking partner HSBC, however, there is no

guarantee that a covenant waiver, new banking terms, or

alternative funding arrangements could be agreed within

an acceptable period, and there is, therefore, the risk that

current funding arrangements could be withdrawn.

64 Group plc Annual Report and Accounts 202464

Malmo white

dinnerware

The Board has also reviewed a reverse stress test, which has

been applied to the base case model to determine the level

of sales decline that would result in a breach of financial

covenants. A reduction in revenue, with no mitigations

applied, of 8% compared to the base case in FY25 (from the

beginning of Q2 onwards), would be required to breach the

fixed charge covenant at the quarter two test date in FY25.

A further reduction in revenue of 23% in FY26 compared

to base case would be required to breach the fixed charge

covenant in Q4 FY26 and throughout FY27, and the leverage

covenant would breach in Q2 FY27.

The other downside scenario linked to the key principal

risks and uncertainties, which was considered by the Board,

had a less severe cumulative impact than the severe but

plausible downside scenario outlined above and in this

scenario neither of the covenants would be breached, and

the Group would remain comfortably within its available

borrowing facilities throughout the assessment period.

The Board has also considered the potential impacts of

climate change risks (as set out on pages 40-41). These are

not considered to have a material effect on the Group’s

financial projections over the assessment period.

If any of the downside scenarios were to arise, including the

severe but plausible downside scenario and the reverse

stress test scenario, there are a series of mitigating actions

that the Group could seek to implement to protect or

enhance financial performance and position including to:

• Increase selling prices for products that have lower price

elasticity to help offset additional sourcing costs

• Increase promotional activity to accelerate trading

performance and reduce stock levels, or alternatively,

reduce promotional activity to better protect gross margins

• Reduce paid media marketing spend and postpone or

reduce other planned marketing activities

• Reduce variable costs in operational functions to reflect the

lower sales volumes

• Reduce central overhead costs (including headcount

investment) over the short or medium term

• Delay new store openings or capital expenditure in

technology and logistics

• Renegotiate or seek extended payment terms with suppliers

on a permanent or temporary basis

• Seek alternative forms of financing or new banking terms to

support working capital and investment requirements

Conclusion

The Board has undertaken a comprehensive review and

assessment of long term viability over the period to 28

March 2027 including the Group’s financial projections,

debt servicing requirements, available facility headroom

and liquidity, and its principal risks and uncertainties. In the

base case and downside scenarios which the Directors have

reviewed, the Group remains comfortably within its available

facility headroom, and no facility covenants would be

breached. However, the Directors recognise that under the

severe but plausible downside scenario, the Group could

breach its leverage covenant unless mitigating actions

were to be successfully applied sufficiently in advance to

prevent such a breach, or were it to agree a covenant waiver,

new banking terms, or alternative funding arrangements,

none of which can be guaranteed. The Directors therefore

acknowledge that this potential breach represents a

material uncertainty which may cast significant doubt over

the Group’s long term viability.

The Directors consider the likelihood of such a severe

downside scenario materialising to be low and recognise

the range of mitigating actions available to the Group to

prevent a breach occurring. The Directors note the positive

and long-standing relationship which the Group has with

its banking partner HSBC and consider that it is reasonably

likely that the Trade Finance facility will be renewed in

August 2024. The Directors, therefore, have a reasonable

expectation that the Group has adequate resources to

continue in operational existence and meet its liabilities as

they fall due over across all three years of the period under

review. The Viability Statement can be found on page 112.

The Strategic Report was approved by the Board of

Directors on 25 June 2024 and signed on its behalf by:

Lee Tappenden

Chief Executive Officer

Dan Walden

Chief Financial Officer

65Group plc Annual Report and Accounts 2024 65

Strategic Report

Chair’s governance letter

The Board

continues

to prioritise

strategy and

sound corporate

governance, which

are both critical to

the Group’s long-

term success as

we adapt for a

new leadership

chapter.”

Greg Hodder

Chair

During the last year, the Board has

evolved again to meet the needs

of the business, as we welcomed

Lee Tappenden, our new our Chief

Executive Officer, and as Daniel O’Neill

assumed a Non-Executive role on

the Board. This Governance Report

describes our corporate governance

structures and processes and how

they have been applied during the

financial year ended 31 March 2024

(the “period” or “year”).

My role as Chair is to ensure that

the Board of ProCook Group plc

is operationally effective, adopts

governance best practice and

provides support to the Executive

team to promote the long-term

success of the Group for the benefit of

all stakeholders. I seek to ensure that

Board proceedings are structured and

conducted in such a way as to allow all

Directors to have the opportunity to

express their views openly and that, in

particular, the Non-Executive Directors

can provide constructive support and

challenge to the Executives.

More about my role, and the roles of all

the Directors and Committees, can be

found on pages 70 to 71.

Focusing on strategy

Alongside governance matters, the

Board’s focus during the year has

been on the Group’s strategy and the

actions being taken that will support

progress. Strategy has continued

to be a regular and recurring item at

the top of the Board agenda and we

repeated our Board strategy day in

February 2024, reviewing progress

against the strategic priorities set

in the prior year, and discussing in

detail how thinking around strategic

priorities for the years ahead has

evolved with the Executive team,

and exploring whether the identified

initiatives were likely to ensure the

long-term success of the business.

Further details of our Board activities

and discussions, and how these

contributed to strategy, can be found

on pages 74 to 77.

Adapting for a new

leadership chapter

We announced last year that Daniel

O’Neill, Founder of ProCook, had

reconfirmed his intention to transition

away from his CEO role at the

appropriate time, and that we had

begun succession planning for the

new CEO role.

The Board and Nomination Committee

have had an active year in this regard,

running a thorough search with

support from Korn Ferry to identify

and bring on board a CEO that had

the skills, experience and character to

lead our Executive team and business.

We were very pleased to welcome

Lee Tappenden to ProCook as our

new CEO in September 2023. Lee has

settled into his role both as CEO and

Board member extremely well.

Following a period of initial support

for Lee, Daniel transitioned into a

Non-Executive role on our Board,

while continuing to provide advice and

guidance to Lee as needed, through

regular interactions. Daniel continues

to support the Group with product

development for which he has a deep

passion and unparalleled experience in

ProCook.

In March 2024, Luke Kingsnorth, Non-

Executive Director and Remuneration

Committee Chair, noted that he

did not intend to extend his Board

membership past the initial three year

term and would not be putting himself

forward for re-election at the 2024

Annual General Meeting (“AGM”), such

that he could focus more fully on his

other professional commitments.

Luke has added tremendous value

to the Board as a whole over recent

years, and I would like to thank him

for the consistent high quality of his

contributions during his time with us.

In early May 2024, we concluded

the appointment of Meg Lustman

to replace Luke as Non-Executive

Director and Chair of the

Remuneration Committee with effect

from the 25 June 2024, the same

day that Luke stepped down from

the Board. Meg has over 35 years

of retail experience, was previously

CEO of British affordable luxury brand

Hobbs, and prior to this, she held

senior positions at many of the UK’s

leading fashion retailers including John

Lewis, Warehouse, and Aurora/Mosaic

66 Group plc Annual Report and Accounts 202466

Compliance with

the UK Corporate

Governance Code

The Company is required to

report on its compliance with the

principles and provisions of the

2018 UK Corporate Governance

Code (the “Code”), a copy of which

is available at www.frc.org.uk.

The Board considers that it has

complied in full with the Code’s

principles and provisions during

the period, with the exception of

Provision 11, which specifies that at

least half the Board, excluding the

Chair, should be Non-Executive

Directors whom the Board

considers to be independent.

The Board acknowledges the

importance of this provision and

considers that the introduction

of Daniel O’Neill as a non-

independent Non-Executive

Director, which has led to the

imbalance is, on balance, the right

decision for the Group at this

time, given Daniel’s unparalleled

experience as founder of ProCook.

The Board is committed to keeping

this under review when considering

the Board’s succession planning

and future composition.

Further information on how

the Group has complied

can be found on the

following pages:

Board activities: pages

74 to 77

Division of Directors’

responsibilities: pages

72 to 73

Composition, succession

and evaluation – Nomination

Committee Report: pages

82 to 84

Audit, risk and internal control

– Audit and Risk Committee

Report: pages 85 to 87

Remuneration – Remuneration

Report: pages 88 to 89

Fashions. I am delighted to welcome

Meg to the ProCook Board, as she

brings a wealth of retail experience,

having led the UK and international

growth of some of the UK’s best-

known retailers. Meg’s experience

will be invaluable to the business as

we continue to build on the growing

momentum in our performance.

Board effectiveness

During March 2024, we completed

our second internal evaluation of

the Board and its Committees.

The purpose of the evaluation was

to review the effectiveness of the

Board, its Committees and individual

Directors. The evaluation was

facilitated via an anonymous online

questionnaire where the Directors

were able to provide comments

on a range of matters relevant to

Board, Committee and individual

performance. The results were shared

with the Directors and discussed at

the March 2024 Board and Committee

meetings.

The conclusion from this latest

evaluation was that the Board and

Committees continue to operate

effectively. However, as noted

previously, it was again recognised

that there was a need to improve the

diversity of the Board. We took this

matter into consideration as part of

the process of recruiting a new Non-

Executive Director to replace Luke

Kingsnorth.

In the first internal evaluation

conducted in December 2022, we

identified that we had been erring

on the side of politeness and our

Board discussions needed to be

more candid, urgent and direct. Since

the evaluation results, the quality of

dialogue has continued to improve

and we also identified areas where

management’s reports to the Board

could be enhanced. We have worked

with the Executive Directors to

make these improvements in order

to support more effective decision

making.

Governance best practice

The Board has continued to develop

its governance framework and policies

and has established effective ways

of working together both inside and

outside the boardroom. Over the

year ahead I will work with our Board

members and external advisors to

continually assess and improve our

governance arrangements in line

with best practice, the needs of the

Group, and the expectations of our

stakeholders.

Annual General Meeting

The 2024 AGM will take place on 11

September 2024 at ProCook, 10

St Modwen Park, Gloucester, GL10

3EZ. Shareholders are strongly

encouraged to register their proxy

votes online, regardless of whether

they plan to attend the AGM in person.

Further details are included in the

Notice of AGM, which will be sent to

shareholders within the prescribed

timescales. I look forward to meeting

those of you who are able to attend.

Greg Hodder

Chair

25 June 2024

Air Fryer

Health Grill

67Group plc Annual Report and Accounts 2024 67

Governance Report

Governance framework

The Board comprises the Chair, two Executive Directors, two independent

Non-Executive Directors and one non-independent Non-Executive Director.

Governance framework

The Board keeps a formal schedule of matters specifically reserved for its decision. These include the approval of the annual

and half-yearly results and associated announcements, recommendation of dividends, convening of shareholder meetings,

Board appointments, strategic plans and budgets, ESG plans, significant capex proposals, acquisitions, systems of internal

control and risk management and corporate governance arrangements. No one Board member has the power to make

decisions on behalf of the Board without the sanction of the other members.

The Board has formally delegated specific responsibilities for audit, risk management and financial control, Board

composition and remuneration to three standing Committees, namely the Audit and Risk Committee, the Nomination

Committee and the Remuneration Committee respectively. Each is chaired by the Chair or an independent NED, enabling

the Non-Executives to take an active role in influencing and challenging the work of the Executive Directors. The Terms of

Reference of the Committees are reviewed on a regular basis.

The Board has also established the Disclosure Committee to oversee the identification, management and disclosure of

inside information concerning the Group. The Committee comprises the CEO, CFO and Senior Independent Director and

meets on an ad hoc basis as required.

Board responsibilities

Purpose, Mission and Strategy Governance Performance

• Setting, developing and role

modelling our purpose and

business values

• Setting the strategy and mission

to deliver on the Group’s purpose,

and secure the continued growth of

the Group over the long term in the

interests of all stakeholders

• Ensuring that appropriate resources

are in place to successfully deliver

the Group’s mission and strategic

priorities

• Instilling and maintaining a positive

culture that encourages strong

ethical behaviours

• Ensuring that the business control

environment is appropriate and

operationally effective, and that

sound risk management practices

are in place

• Oversight of succession planning and

talent management

• Setting an appropriate remuneration

policy to attract and retain talent

• Ensuring that appropriate information

is shared with stakeholders in a

transparent way

• Ensuring full compliance with the UK

Corporate Governance Code

• Reviewing performance at an

operational and strategic level

• Reviewing the performance of the

Board, the Executive Directors and the

Leadership Team

• Ensuring that the Board is well

equipped with appropriate skills

and expertise, and that Committee

memberships are appropriate and

effective

Board meetings

In advance of its meetings, the Board is provided with an agenda and all relevant documentation in a timely manner to

assist in the discharge of its duties and to ensure that decisions are well-informed and made in the best interests of the

Group. The Board maintains an annual agenda planner and reviews and agrees the agenda for the next meeting as part of

each meeting agenda. If a Director is unable to attend a Board meeting, they always have the opportunity to discuss any

agenda items with the Chair before the meeting.

Conflicts of interest are managed in accordance with the procedure described under “Directors’ conflicts of interest” on

page 110.

68 Group plc Annual Report and Accounts 202468

Board and Committee governance structures: How we govern

ProCook Board

The Board of Directors as at the date of this report has six members comprising the Chair, two Executive Directors, two

Independent Non-Executive Directors and one non-independent Non-Executive Director.

For Directors’ biographies see pages 70 to 71.

Audit and Risk Committee Nomination Committee Remuneration Committee

Colleague engagement NED

The committee is made up of

two Independent Non-Executive

Directors

The committee is made up of the Chair,

and two Independent

Non-Executive Directors

The committee is made up of

the Chair, and two Independent

Non-Executive Directors

Meg Lustman is the designated

Non-Executive Director for

Colleague Engagement

Key responsibilities:

Reviewing the adequacy and

effectiveness of the Group’s internal

financial reporting and internal control

policies and systems

Monitoring the integrity of the

financial statements of the Group

and any formal announcements

relating to financial performance

Overseeing the Group’s

arrangements for its people to raise

concerns, in confidence, about

possible wrongdoing in financial

reporting or other matters

Reviewing the Group’s procedures

for detecting fraud and preventing

bribery and money laundering

Overseeing the effectiveness and

performance of the external Auditor

and making recommendations

to the Board regarding their

appointment or removal

Advising the Board on the Group’s

overall risk appetite, tolerance

and strategy, and principal and

emerging risks

Monitoring and reviewing the

effectiveness of the Group’s risk

management framework

Key responsibilities:

Reviewing the structure, size

and composition (including the

skills, knowledge, experience and

diversity) of the Board and making

recommendations to the Board with

regard to any required changes

Ensuring plans are in place for orderly

succession to the Board and senior

management positions and overseeing

the development of a diverse pipeline

for succession

Reviewing the leadership needs of the

organisation, both Executive and Non-

Executive, with a view to ensuring the

continued ability of the organisation to

successfully deliver the Group strategy

Identifying and nominating, for the

approval of the Board, candidates to fill

Board vacancies as and when they arise

Evaluating the balance of skills,

knowledge, experience and diversity

on the Board, and, in light of this

evaluation, preparing a description of

the role and capabilities required for a

particular appointment

Reviewing the time required from

Non-Executive Directors. Performance

evaluation is used to assess whether the

Non-Executive Directors are spending

enough time fulfilling their duties

Key responsibilities:

Recommending to the Board

the over-arching principles,

parameters and governance

framework of the Group’s

remuneration policy

Determining, within that

framework, individual

remuneration and benefits

packages of each of the Chair,

Executive Directors and senior

management

Reviewing the design of all

share incentive plans for

approval by the Board and,

where required, shareholders

The key purpose of this role is to

ensure the views and concerns of

the workforce are brought to the

Board and considered. In doing

so this role seeks to:

• Understand the concerns of

colleagues by either attending

or reviewing minutes of

Colleague Advisory Panel

meetings

• Articulate and share insights

from colleague feedback in

Board meetings

• Ensure the Board, and

particularly the Executive

Directors, take appropriate

steps to evaluate the impact of

proposals and developments

on colleagues and consider

what steps should be taken to

mitigate any adverse impact

• Feed back to the Colleague

Advisory Panel on any relevant

Board plans or responses to

their feedback

The designated NED is not

involved in the Group’s

whistleblowing procedure

See pages 85 to 87 for the Audit and

Risk Committee’s Report

See pages 82 to 84 for the Nomination

Committee’s Report

See page 88 to 89 for the

Remuneration Committee’s

Report

See page 76 for further detail on

Colleague Engagement

Terms of Reference for each of the Committees are available on ProCook’s website at www.procookgroup.co.uk

Role previously held by Luke Kingsnorth

Board and Committee meeting attendance

The following table shows the attendance of the Directors at relevant meetings of the Board, Audit and Risk, Remuneration

and Nomination Committees during the year.

The Board held eight formal scheduled meetings last year and also met on an ad-hoc basis as necessary. The table below

summarises attendance at the scheduled Board and Committee meetings during the year. In addition, the Disclosure

Committee met five times throughout the financial year.

Name Board

Audit and Risk

Committee

Remuneration

Committee

Nomination

Committee

Greg Hodder 8/8 n/a 2/2 2/2

Daniel O'Neill 8/8 n/a n/a n/a

Lee Tappenden 5/5 n/a n/a n/a

Dan Walden 8/8 n/a n/a n/a

David Stead 8/8 3/3 2/2 2/2

Luke Kingsnorth 8/8 3/3 2/2 2/2

69Group plc Annual Report and Accounts 2024 69

Governance Report

Board of Directors

Board and Leadership Team diversity

Name

Number of

Board Directors

% of

the Board

Number of senior

Board positions (CEO,

CFO, SID and Chair)

Number in

Leadership

Team

% of the

Leadership

Team

Male 5 83% 100% 3 43%

Female 1 17% – 4 57%

White British 6 100% 100% 6 86%

White Asian – – – 1 14%

Reported as at the date of this report 25 June 2024. At the year-end date, females represented 40% of the Leadership Team and 0% of the Board

Board independence (excl. Chair)

Independent

Non-Independent

2 3

Board skills and experience

Strategy

Consumer/Retail

Ecommerce

Finance

Manufacturing

General management

Marketing

Greg Hodder

Non-Executive Chair

Lee Tappenden

Chief Executive Officer

Dan Walden

Chief Financial Officer

Appointment

Greg was appointed on

29 October 2021

Skills and experience

Greg brings a wealth of experience

with previous Non-Executive Director

and CEO appointments and a history of

driving fast growth from entrepreneurial

companies with particular experience in

e-commerce and multi-channel. Greg

has spent much of his career working

in the retail sector including roles as

President of New York-based company

Smallbone plc, CEO of Charles Tyrwhitt

LLP, Chair of Majestic Wines plc and

Senior Independent Director at Hotel

Chocolat Group.

Other roles

Greg is Senior Independent Director at

Jarrold & Sons Ltd and Non-Executive

Chair at Purdy & Figg Ltd.

Appointment

Lee was appointed on

19 September 2023

Skills and experience

Lee Tappenden was appointed CEO

of ProCook in September 2023,

bringing extensive leadership, retail

and consumer experience to the Group

having spent over 25 years with Walmart

and Asda, where he held a range of

senior management roles, and also

at Amyris Inc and Boston Consulting

Group. His tenure at Walmart included

roles in merchandising and operations,

before becoming Chief Operations

Officer, and then President and CEO of

Walmart Canada. Lee spent the early

part of his career with Mobil Oil.

Other roles

Lee holds no significant external

directorships.

Appointment

Dan was appointed on

14 October 2021

Skills and experience

Prior to joining ProCook in May 2021,

Dan was Chief Financial Officer of

Booking.com Transport. Before that,

he held several roles at Dunelm Group

plc including Group Finance Director

and Commercial Finance Director.

Before Dunelm, Dan held various

senior finance and commercial roles

at Halfords and Sainsbury’s. Dan is a

chartered accountant, having begun

his career with KPMG.

Other roles

Dan holds no external directorships.

70 Group plc Annual Report and Accounts 202470

David Stead

Senior Independent

Non-Executive Director

Daniel O’Neill

Non-Executive Director

(Deputy Chair and Founder)

Meg Lustman

Non-Executive Director

Luke Kingsnorth

Independent

Non-Executive Director

Appointment

David was appointed on

29 October 2021.

Skills and experience

An experienced Director

of companies in the UK

retail sector, David was

Chief Financial Officer

of FTSE-listed Dunelm

Group plc from 2003

to 2015. Previous Non-

Executive positions

include Non-Executive

Director at Card Factory

plc, Senior Independent

Non-Executive Director of

Joules Group plc, and Non-

Executive Director and then

Chair at Naked Wines plc.

Prior to these roles, David

served as Finance Director

for Boots The Chemists

and Boots Healthcare

International between

1991 and 2003. David is

a chartered accountant,

having spent the early part

of his career with KPMG.

Other roles

David is currently Non-

Executive Chair at Highbury

Square Management

Company Ltd.

Appointment

Daniel was first appointed on

14 October 2021 and

transitioned to a Non-

Executive role on

16 October 2023.

Skills and experience

Daniel founded ProCook

over 25 years ago and was

employed full-time in the

business since then until his

transition to a Non-Executive

role in October 2023. Prior to

founding ProCook (originally

trading as the Professional

Cookware Company until

2008) in the 1990s, Daniel

had an early career in direct

marketing businesses,

consultancy services and

software development,

developing skillsets and

experiences that have

provided guiding principles

to support the development

of the ProCook business.

Other roles

Daniel holds no significant

external directorships.

Appointment

Meg was appointed on

25 June 2024

Skills and experience

Meg has over 35 years of

retail experience, and was

previously CEO of British

affordable luxury brand,

Hobbs. Prior to this, she

held senior positions at

many of the UK’s leading

fashion retailers including

John Lewis, Warehouse,

and Aurora/Mosaic

Fashions. Meg is currently

a non-executive director

of N Brown plc and Chair

of its Remuneration

Committee and a member

of the Nominations and

Governance Committee.

She also serves as Vice

Chair of Court and Chair

of the Remuneration

Committee at Glasgow

Caledonian University and is

Chair of St Luke’s Hospice

(Harrow and Brent).

Other roles

Meg is Non-Executive

Director of N Brown Plc,

Vice Chair of Court of

Glasgow Caledonian

University and Chair of St

Luke’s Hospice (Harrow

and Brent)

Appointment

Luke was appointed on

29 October 2021 and

resigned on 25 June 2024

Skills and experience

Luke joined Charles

Tyrwhitt in 2010 as

Ecommerce Director

before rising to

Ecommerce and

Marketing Director in

2012. Between 2016 and

2019 he was focused on

establishing the New York

office and managing all

aspects of the label’s

North American business,

before becoming CEO

in 2019. Prior to joining

Charles Tyrwhitt, Luke

was senior manager at

John Lewis Direct, and has

held several ecommerce

and marketing roles at

companies including

Eurostar, British Sky

Broadcasting Group

and Skandia Life and

Manpower.

Other roles

Luke is currently CEO of

Charles Tyrwhitt.

Cast Iron casserole

7171

Governance Report

Group plc Annual Report and Accounts 2024

Division of Directors’ responsibilities

Clear division of roles and responsibilities on the Board

The key responsibilities of the members of the Board, including the division of

responsibilities between the Chair and CEO, are set out in the table below.

Role Responsibilities

Non-Executive Chair The Chair’s principal responsibility is the effective running of the Board and includes:

• Ensuring the Board as a whole plays a full and constructive part in the development and

determination of the Group’s strategy and overall commercial objectives

• Ensuring the Board determines the nature and extent of the significant risks the Group is

willing to embrace in the implementation of its strategy

• Running the Board and setting its agenda

• Ensuring that all Board members are given the opportunity to share their views and participate

in the business of the Board

• Encouraging all Board members to engage in Board and Committee meetings by drawing on

their skills, experience and knowledge

• Ensuring that there is effective communication by the Group with its shareholders, including

by the CEO, CFO and other Executive management

• Ensuring that members of the Board develop an understanding of the views of the major

investors

• Leading the annual evaluation of the performance of the Board, its Committees, and

individual Directors

• Shaping the culture of the boardroom

• Ensuring that the Board listens to the views of shareholders, the workforce, customers and

other key stakeholders

Chief Executive Officer

(“CEO”)

The CEO’s principal responsibility is running the Group’s business, including:

• Developing the Group’s purpose, strategy and commercial objectives, and proposing these

to the Board

• Implementing the decisions of the Board and its Committees

• Providing input to the Board agenda, including that from other members of the

Executive team

• Conducting the affairs of the Group with the highest standards of integrity, probity and

corporate governance

• Setting an example to the Group’s people and communicating expectations regarding the

Group’s culture

• Leading colleagues to achieve sales and organisational objectives

• Establishing policies that improve and promote the Group’s purpose, values and culture

72 Group plc Annual Report and Accounts 202472

Role Responsibilities

Chief Financial Officer

(“CFO”)

The CFO is responsible for the overall planning and management of the Group’s financial

affairs, and overseeing daily operational and administrative functions of the business

including:

• Working closely with the CEO to ensure that strategic plans are underpinned by solid

financials

• Developing the Group’s budget and monitoring performance against this

• Assessing the benefit of new investment opportunities and capital expenditure initiatives

• Drafting the Group’s statutory financial statements and monthly management accounts

• Responsibility for internal control and risk management, in conjunction with the Audit and Risk

Committee

• Assessing and enhancing the efficiency of operational processes

• Ensuring that operational policies and practices drive behaviour and that appropriate

standards of governance permeate throughout the organisation

• Functional responsibility for Finance, Technology, Health and Safety, ESG, Property, Supply

Chain and Logistics

Senior Independent

Director (“SID”)

The SID’s principal responsibility is acting as a sounding board for the Chair and serving as

an intermediary for the other Directors and shareholders, including:

• Working with the Chair, Directors and shareholders to resolve significant or sensitive issues

• Assisting in the maintenance of the stability of the Board and Group, particularly during any

periods of stress

• Taking responsibility for an orderly succession process for the Chair, working closely with the

Nomination Committee

• Being available to shareholders should they have concerns that are unresolvable through the

usual channels of the Chair, CEO or other Executive Directors

• Leading the performance evaluation of the Chair on behalf of the other Directors

Independent Non-

Executive Directors

(“NEDs”)

The independent NEDs have been appointed for their knowledge and expertise. Their key

role is to contribute to the strategic direction of the Group, including:

• Providing healthy debate and challenge, as well as guidance and support, to the Executive

Directors

• Providing an independent sounding board to the Chair and Executive Directors

• Serving on the Board Committees, with responsibility for the oversight of audit and risk,

remuneration, and composition of the Board

• Meg Lustman has been appointed (role previously held by Luke Kingsnorth) as the designated

Non-Executive Director for workforce engagement (see more on page 69)

Non-independent

Non-Executive Director

(Deputy Chair and

Founder)

The non-independent NED role held by Daniel O’Neill has been created to ensure that

Daniel’s unparalleled experience and knowledge of the ProCook business is retained

following his transition from his previous CEO role. This role contributes to the strategic

direction of the Group, including:

• Providing healthy debate and challenge, as well as guidance and support, to the Executive

Directors

• Providing vast experience of the sector, market, supplier, product and customer and sharing

that knowledge with the Board as a whole

73Group plc Annual Report and Accounts 2024 73

Governance Report

Board activities

The Board is collectively responsible for leading and governing all activities of the

Group, with overall authority for establishing the Group’s purpose, mission and strategy

and overseeing performance against the strategic objectives. The Board sets the

Group’s strategic direction and approves the decision-making policies of the Group.

These activities are underpinned by regular financial reporting, provision of information

to the Board, and a robust approach to risk management.

The Board has agreed the Group’s purpose: Equipping everyone with the tools to bring joy to everyday cooking.

This purpose guides the Group’s entire strategy and is reflected throughout the organisation’s culture.

Link to strategy and stakeholders

Group purpose

During the year the Executive and

Leadership Team reviewed the

Group’s purpose in respect to the

principles, values and customer

promise that ProCook seeks to live

by. The purpose that was set last year

to guide all the Group’s activities,

marketing and development of

culture, was considered still relevant

and appropriate as a “North Star”.

The Board reviewed and discussed

the Group’s purpose, and the refined

customer promise at the Board

strategy day, and this was re-launched

to colleagues in April 2024.

s.172: Decision-making

At the Board strategy day, the Board

discussed the Group’s purpose,

mission and customer promise, and its

alignment to all stakeholder interests

and the Group’s updated medium-

term strategy. The Board agreed that it

consistently and concisely articulated

the Group’s strategic objectives.

The Board discussed how the purpose

and customer promise would be

better communicated with customers

and agreed the need to amplify

these messages through the Group’s

marketing activities.

The Board considered the impact

on colleagues, and agreed with the

Executive’s plan to re-launch the

purpose, strategic objectives and

customer promise at the Managers

conference in April 2024, and

implement improved functional

objective and KPI monitoring in the

year ahead.

In consideration of the business

values, the Board reflected on the

need to further increase awareness

across the Group and to ensure that

values were consistently embedded in

the culture, and reflected in colleague

behavioural appraisal ratings for the

new year ahead. The Board agreed

that the values remained consistent in

the way that ProCook operates with

its stakeholders including the way

ProCook seeks to treat suppliers fairly,

and to give back to the communities in

which it operates.

Strategy

The Board maintains a detailed focus

on strategy and Board agendas are

designed to ensure that sufficient

time is dedicated to discussing

and debating those matters critical

to delivering strategic success.

During the year, the Board received

strategy updates from the Executive

Directors at each Board meeting, and

completed regular deep dive reviews

into key areas of strategic focus.

Setting our strategy

The Board regularly reviews and

discusses strategy throughout

the year, including at its annual

strategy day where the key strategic

priorities and plans are discussed and

approved.

s.172: Decision-making

In approving the Group’s strategy,

and reviewing and challenging

performance since, the Board has

considered the impact of its plans and

activities across all stakeholders.

Strategy

Accelerate profitable

sales growth

Improve operating

efficiency

Create an even

better place to work

Being a force for good

Stakeholder

Customers Colleagues Suppliers Communities Shareholders

74 Group plc Annual Report and Accounts 202474

Market conditions and

opportunities for expansion

The Executive Directors present

market updates on a regular basis to

the Board, allowing consideration

and discussion around market share,

competitor activity and timeliness

of entering into new markets or

categories. The strategy for new

and upsize store openings has been

discussed regularly with the Board.

s.172: Decision-making

During the year the Board decided

to continue to focus fully on the UK

market for the year ahead, recognising

the continued challenging trading

environment both in the UK and

overseas. The Board keeps this decision

under review acknowledging the

significant market opportunity in the UK.

Expand our UK store network

During the year, the Board agreed

the need to accelerate growth in the

UK through new store openings and

agreed that the CFO should take overall

responsibility for property. The strategy

to accelerate new store openings has

been reviewed and discussed by the

Board, and progress updates regularly

provided. During the year, the Board also

reviewed and agreed the Executive’s

proposal to close the Group’s Cookery

School to enable greater focus on core

business activities.

s.172: Decision-making

In considering the opening of new

stores, the Board reflected on the

current lack of access to ProCook’s

retail proposition for a large percentage

of the UK customer population,

and considered that new openings

would benefit customers, provide

employment opportunities in local

communities and generate appropriate

future returns for shareholders.

The decision to close the Cookery

School was considered carefully, as

while the concept was compelling,

and customers benefitted from the

training offered, the management

distraction and lack of financial viability

for shareholders meant that on balance

it was better to focus on core activities.

Strengthening our specialist

product offer

Designing and sourcing high quality

products at every price point that

are built to last and that customers

love to use, is considered by the

Board to be critical to the continued

success and growth of the Group. This

remains a key focus for the Board and

Executive team. During the year, the

Board has monitored progress on new

product development, including the

new category development in small

kitchen electricals and has explored

the potential for further category

expansion with the Executive team.

s.172: Decision-making

Consideration was given by the Board to

the impact of Daniel O’Neill transitioning

from the CEO role into a NED role,

and recognising Daniel’s unparalleled

experience in this area and his long-

established supplier relationships,

agreed he would continue to work with

the new product development team

until such a time that both Daniel and Lee

were happy that full knowledge transfer

had been completed.

The development of the new small

kitchen electricals range was closely

monitored by the Board, who

encouraged the Executive team to

develop a strong marketing launch

plan to maximise the raising of

awareness amongst customers as the

new ranges were introduced.

Best in class customer service

and experience

The Board monitors and regularly

discusses customer service KPIs in store

and online and recognises that while

the in-store experience is very strong,

there is opportunity to improve further,

as well as there being work to do to bring

the online experience up to the same

standard.

s.172: Decision-making

At the Board strategy day, the Board

reviewed and approved the strategic

actions proposed by the Executive

Directors and Leadership Team with

respect to further improving service

in store and enhancing the online

experience. Consideration was given

to closer monitoring of customer

experience through NPS measures

at all customer touchpoints, which

the Board supported. The Board also

recommended a weekly Customer

Experience meeting be launched and

led by the CEO.

Grow brand awareness and

engagement

The Board regularly monitors customer

acquisition and retention metrics and

holds deep dive discussions on digital

and brand marketing strategies. The

opportunity to raise awareness of the

ProCook offer remains significant.

s.172: Decision-making

The Board has monitored the

performance of further marketing

trials during the year, and reviewed

and challenged the latest plans for

marketing activity at the strategy

day. The Board has supported the

recruitment of a Marketing Director

who will lead on all customer acquisition

and retention activities for the Group.

Supply chain transformation

Following the completion of the

transition into the new Store Support

Centre in FY24, the Board has

monitored supply chain performance

levels closely. The next phase of activity

set out by the Executive Directors at the

Board strategy day is a transformation

of supply chain service levels, in

particular for retail stores to improve

product availability for customers and

reduce total handling costs.

s.172: Decision-making

The Board has monitored its decision to

approve the investment and transition

into the new Store Support Centre

and ensured that robust transition

planning was in place to reduce the

risk of business disruption, which was

avoided. The Board, having spent time

in the Distribution Centre together with

the Leadership Team, have approved

the plans to transform operations

which will benefit customers through

greater product and service availability,

colleagues through reduced handling

time, and suppliers through improved

demand forecasting.

75Group plc Annual Report and Accounts 2024 75

Governance Report

Board activities

Continued

Strategy continued

Technology

As a critical enabler for performance,

growth and operations, the Board

receives a Technology and Cyber-

security Report at each meeting and

has held two deep-dive sessions on

the Tech strategy during the year.

s.172: Decision-making

The Technology roadmap is reviewed

each meeting by the Board and any

delivery challenges are discussed. The

Board supported the development

of continued security capability

improvements during the year to

reduce risk for stakeholders, and a

series of customer and operational

investments including the website

re-design to deliver greater customer

experience and stronger performance.

ESG strategy

ProCook promises to be a responsible

retailer for the benefit of all

stakeholders, with a strong ESG focus

led by our ESG Director. The Board

has held two deep-dive discussions

on ESG progress, particularly focused

on environmental aspects, and the

strategy to reduce our environmental

footprint, which the Board considered

and approved.

s.172: Decision-making

The Group’s ESG strategy is

recognised by the Board as important

to all stakeholders and therefore

requires continual focus and progress

being made in all areas. During the

year, the Board re-considered the

timetable for achieving net zero

emissions with the ESG Director,

and approved the new 2040 target,

believing this to be ambitious but

realistic, given the actions taken to

date and the extensive work required

to be undertaken by third-party

nations and manufacturers in order to

achieve this.

People and culture

Creating an even better place to work,

through attracting, developing and

retaining highly engaged and talented

colleagues is considered highly

important by the Board. During the year,

the Group was again recognised for the

third year running, as a Great Place to

Work

Colleague engagement

Annual colleague engagement results

and action plans are presented to

the Board by the People Director for

consideration and discussion.

s.172: Decision-making

The Board supported the action plan

in response to the FY24 engagement

survey, which focused on increasing

survey participation, enhancing training

and development opportunities for

colleagues, improving awareness

of Group strategy and how personal

performance contributes to success,

retail manager total reward package

and improving transparency around

recruitment processes and internal

vacancies.

Talent recruitment, retention

and development

The Board reviews and discusses

People Reports at each Board meeting,

considering relevant metrics including

labour turnover and departmental

vacancies. Additionally, during strategy

deep dives, the Board considers

functional leadership capability and

development opportunities.

s.172: Decision-making

Following initial discussions with

the Nominations Committee, the

Board identified the need for a new

Ecommerce Director, a new Commercial

Director and a new Marketing Director,

and subsequently approved the

appointments of Marta Navas, Laurie

Houghton and Claire Tait (respectively)

who have recently joined the Leadership

Team. Additionally, the Board has

discussed the need for further leadership

development training and supported

the plan to launch the first phase of

this programme at the end of the FY24

financial year.

Total reward

The Board receives and considers

regular updates from the People

Director, including opportunities to

enhance the total reward package for

our colleagues.

s.172: Decision-making

The Board considered the feedback

and recommendations and has

supported the Executive team in

making reward improvements,

including performance-related pay

and bonuses, a new salary sacrifice

pension scheme, and annual pay

review increases to help retain and

attract the best quality talent.

Colleague Advisory Panel

In accordance with the Code, the

Board has taken a blended approach

and launched the Colleague Advisory

Panel as well as appointing Meg

Lustman (role previously held by

Luke Kingsnorth) as the designated

Non-Executive Director to oversee

the Board’s engagement with the

workforce.

s.172: Decision-making

Suggestions from colleagues on the

Panel have led to Board discussions

on various important topics, and

resulted in a number of tangible

actions around open door trials in

stores, a renewed approach to store

rotas leading to increased flexible

working options, more inclusive

conferences for both Retail and the

Store Support Centre colleagues as

well as revisiting our benefits package

which now includes an increased

holiday entitlement and an electric

vehicle salary sacrifice scheme.

76 Group plc Annual Report and Accounts 202476

Governance

Financial performance

Financial performance is reviewed

and discussed by the Board at each

meeting, with detailed reviews

undertaken in respect of budgets,

reforecasts, long-term financial plans

and interim and final results.

s.172: Decision-making

Budgets and reforecasts were

carefully scrutinised by the Board

as the year progressed. In October

2023, the Board concluded that it was

necessary to reduce sales and profit

outlooks for the year.

The Board has challenged the

Executive team to drive stronger top

line growth, while also continuing to

focus on cost base improvements and

has supported the Executive Directors’

actions to identify and promptly

implement cost savings.

Cash management and liquidity

In light of the continued difficult trading

conditions, the Board’s continued focus

on cash management has been critical

and has involved a review of current

position and forecasts provided by the

CFO (including facility headroom and

covenant compliance) at each meeting.

s.172: Decision-making

The Board has supported the actions

taken to preserve cash, while still

investing cautiously in the areas that

support long- term growth. The Board

has supported and regularly monitored

the process to extend the Revolving

Credit Facility and renegotiate the

covenant terms of that facility with the

Group’s banking partner.

Risk management

The Group’s risk appetite is set by

the Board, and the framework of risk

management is reviewed by the Board

and Audit and Risk Committee.

s.172: Decision-making

The Board reviewed and debated

the principal risks, and challenged

the progress made against agreed

risk management objectives through

the year to enhance the control

environment, particularly focused

on cyber and disaster recovery

improvements delivered during

the year.

Board evaluation

The Group’s second Board

effectiveness evaluation was undertaken

during the year and the results reviewed

and discussed by the Board.

s.172: Decision-making

Consideration was given to the

feedback from the evaluation and the

Board noted that the highlighted area

for improvement was improved Board

diversity, which the Board had been

considering as part of the process

of recruiting a new Non-Executive

Director. Following the evaluation

conducted in December 2022, the

Board has continued to enhance the

quality of discussions, reporting and

decision-making, by collectively and

individually being more candid, urgent

and direct, to ensure that actions

are identified and implemented with

greater pace for the benefit of all

stakeholders.

Shareholder engagement

The Board is committed to maintaining

an open and constructive dialogue

with shareholders to ensure there

is a common understanding of the

strategic objectives, governance

and performance of the Group. The

Group has appointed financial public

relations advisers and corporate

brokers to gather investor and analyst

feedback, which is presented to, and

reviewed by, the Board.

s.172: Decision-making

The Board supports the CEO and CFO

as they undertake investor roadshows

and meetings following the release

of financial results and provide

feedback through careful review

and consideration in advance of

messaging, presentations and results.

Whistleblowing and compliance

The Board is responsible for

monitoring and periodically reviewing

the Group’s whistleblowing, anti-

bribery and anti-fraud policies.

s.172: Decision-making

The Board is satisfied that sufficient

arrangements are in place to protect

stakeholders’ interests and assist in the

prevention of fraud, enabling colleagues

to report irregularities confidentially

and allow appropriate investigation and

follow-up action to be taken.

Corporate Governance

The Board is responsible for compliance

with the UK Corporate Governance

Code and considers and discusses

regular updates from the Company

Secretary at Board meetings.

s.172: Decision-making

The Board is satisfied that it operates

in compliance with the Code, with the

exception of Provision 11 as outlined

within the Chair’s governance letter,

and that sufficient arrangements

are in place to protect stakeholders’

interests as a whole.

Strategy

Our purpose, mission and customer promise

Accelerate profitable sales growth

Improve operating efficiency

Create an even better place to work

Being a force for good

Stakeholder

Customers

Colleagues

Suppliers

Communities

Shareholders

77Group plc Annual Report and Accounts 2024 77

Governance Report

Our stakeholders have a variety of occasionally conflicting priorities and interests, and

the decisions that are made by our Board can have significant impacts on them.

Board decisions must, therefore, be carefully considered to ensure that these

stakeholder needs are best balanced and met, while ensuring that decisions taken

promote the long-term success of the Company as set out in Section 172(1) (a) to (f) of

the Companies Act 2006.

Directors are required under the Companies Act 2006 (the “Act”) to promote the success of the Group for the benefit of our

members as a whole. In doing so, they must have regard to the interests of all stakeholders.

The Directors confirm that they have, during the year, acted in a way that they consider, in good faith, to be most likely to

promote the success of the Company for the benefit of its members and stakeholders as a whole, and in doing so have had

regard to the matters set out in s172(1) (a) to (f) of the Act.

This confirmation, together with the accompanying detail on these pages, and that set out on pages 8 to 9 of the Strategic

Report comprises our Section 172(1) statement (“S.172”) , and sets out how the Board, in performing its duties over the last

year, has had regard to the matters set out in Sections 172(1) of the Act. In this section, we describe how the Directors fulfil

their S.172 duties, and provide examples of key Board decisions made during the year whereby the Board has carefully

considered the needs of our differing stakeholders.

How the Directors fulfil their S.172 duties

Engaging with

stakeholders

Engaging with

stakeholders –

pages 8 to 9

• Directors regularly meet and interact with a variety of stakeholders including customers,

colleagues, suppliers, members of our communities, and our shareholders

• This provides first-hand opportunity to learn about their differing needs and priorities and where

necessary the opportunity to explain why certain decisions have being made

• Where the Directors and Board does not itself engage directly with certain stakeholder groups,

it oversees the engagement activities of management, and receives regular updates on such

activities

Collective breadth of

skills and experience

Board of Directors –

page 70 to 71

• The diverse set of skills, experience and knowledge held by the Board as a collective, helps

ensure that appropriate and well informed decisions are being made, which promote the long-

term success of the Group, while balancing the various priorities of our stakeholders

Board reporting and

information

Governance

Framework – page

68 to 69

• The Directors receive comprehensive papers and reports from management on a regular basis

both for scheduled Board meetings and on an ad-hoc basis, as well as in-person updates during

meetings and other interactions

• This information, which includes stakeholder considerations especially pertaining to key decision

points, provides Directors the opportunity to query, challenge and debate decisions to ensure

conflicting interests are well considered

Board discussion

Board activities: page

74 to 77

• At scheduled and ad-hoc Board meetings, Directors constructively challenge and debate

decision points, drawing on their own skills and experience and their understanding of

stakeholder needs

• These discussions support making the right balanced decisions for the benefit of our

stakeholders as a whole

Strategy and culture

development

Strategy for growth:

pages 10 to 21

Our people: page

23 to 27

• The Board is responsible for setting the Group’s strategy and developing its culture. Directors are

required to contribute to this through careful consideration and discussion on strategic direction

and actions, and determining the Group’s purpose, mission and cultural values

• The Directors are required to set the tone and consistently demonstrate the values, promoting

careful and diligent stakeholder consideration in decision making throughout the Group

S.172 statement

78 Group plc Annual Report and Accounts 202478

Read more about how the Directors have had regard for S.172 factors

S.172 Factor Read more: S.172 Factor Read more:

(a) The likely

consequences of any

decision in the long

term

Business model: pages 6

to 7

Board activities: pages 74

to 77

Strategy for growth: pages

10 to 21

(d) The impact of the

Group’s operations on

the community and the

environment

Our Planet: pages 28 to 31

B Corp: One year on: pages

20 to 21

Our People: pages 23 to 27

TCFD: pages 34 to 37

(b) The interests of the

Group’s employees

Our People: pages 23 to 27

Create an even better place

to work: page 18

Board activities: pages 74

to 77

Colleague Advisory Panel:

page 76

Remuneration Committee

Report: pages 88 to 89

(e) The desirability of the

Group maintaining a

reputation for high

standards of business

conduct

Our People: pages 23 to 27

Non-financial information

and sustainability: page 43

the Group’s business

relationships with

suppliers, customers

and others

Our Product: pages 32 to 33

Engaging with stakeholders:

page 8 to 9

(f) The need to act fairly as

between members of

the Company

Engaging with stakeholders:

page 8 to 9

Board activities: pages 74

to 77

Strategy for growth: pages

10 to 21

Remuneration Committee

Report: pages 88 to 89

Recycled outdoor

living range

79Group plc Annual Report and Accounts 2024 79

Governance Report

Making the right decisions for our

stakeholders

Expanding our store network

Stakeholders:

In February 2023, the Board approved

the decision to commission work

with the retail commercial real estate

experts at Newmark to carefully assess

the opportunity to expand our store

network in the UK, recognising that

our retail stores offered customers

a high quality shopping experience

and the opportunity to test, trial and

compare products and seek advice

from our knowledgeable colleagues.

Additionally, the Board noted that

with less than 60 stores in the UK at

the time, and coverage of less than

40% of the UK population within 30

minute drive times, there appeared

opportunity to drive profitable growth

through expansion for the benefit

of members, improve access for

customers and creating employment

opportunities in local communities.

Following the completion of the study,

the Board discussed in September

2023 the identified opportunities to

expand the UK estate to approximately

100 stores and reviewed and

discussed information on the Group’s

current retail estate, including the

Cookery School concept in London

and made the following decisions:

• New store opening investment

criteria were reviewed and approved,

and a robust process of reviewing

post-opening performance agreed,

ensuring that return on investment

would benefit members and support

the Group’s long-term success

• The CFO was requested to take

ongoing responsibility for developing

and executing the property and store

development expansion strategy for

the Group

• Newmark were appointed on an

ongoing basis to support with

expansion activities

• To adopt a disciplined approach,

taking decisions to cease existing

operations at appropriate

times, that did not meet target

performance levels

• The Cookery School concept was

not meeting sufficient performance

levels. While the Board reflected

on the quality of the concept for

customers, colleagues and marketing

purposes, on balance it was agreed

that as a non-core activity it would not

be possible to give it the necessary

attention to drive performance

to acceptable levels, and should,

therefore, be closed

• Closure of three small garden centre

stores where leases were up for

renewal and the locations did not

meet the required performance

criteria

5-10

target for new store

openings per year

Succession planning

Stakeholders:

Following the decision to undertake

a search for a new CEO, the Board

worked closely with the Nomination

Committee to identify and attract

suitable candidates and were pleased

to appoint Lee Tappenden into the role

in September 2023. Following Lee’s

appointment and his initial period

with the Group, Lee shared his initial

observations and the Board discussed

in detail the need to develop the

Leadership Team, adding new

capability in Ecommerce, Commercial

and Marketing roles, which would

support an acceleration in strategic

execution and Group performance for

the benefit of all stakeholders.

Consideration was given to existing

colleagues and the impact on them

of recruiting new Leadership Team

senior-level positions to lead these

functions and the likely benefit to the

customers of the new proposed senior

roles. The Board discussed the likely

skills and experience required for each

role, and reflected on the benefits of

improving diversity within the existing

Leadership Team.

Marta Navas joined the Leadership

Team as Ecommerce Director in

October 2023, Claire Tait as Marketing

Director in April 2024 and Laurie

Haughton as Commercial Director in

June 2024. Marta, Claire and Laurie

bring significant leadership experience

and retail expertise in their respective

fields and will directly support and

contribute to the long-term success

of the Group.

57%

of Leadership Team is female as at the

date of this report

Stakeholder

Customers Colleagues Suppliers Communities Shareholders

80 Group plc Annual Report and Accounts 202480

Launching our Customer Focus Group

Stakeholders:

At the Board strategy day, the Board

discussed the Leadership Team’s

plan to increase focus of internal

decision making on customer priorities

with regard to product ranging,

promotions, marketing and service.

The Leadership Team set out how they

proposed to gather more customer

feedback by introducing Net Promoter

Score (“NPS”) surveys and increased

listening groups and brand health

metrics.

The Board agreed that the historical

tendency of the Group was to be

slightly more product-focused

than customer-focused, and that

by increasing focus on customer

satisfaction should improve the

experience for customers as a whole,

in turn improving repeat rates and

strengthening the ProCook brand for

the benefit of all stakeholders.

The Board discussed creating a

Customer Focus Group to be chaired

by the CEO, meeting each week to drill

into performance metrics such as NPS

and Trustpilot feedback and to listen

more effectively to customers needs

and ensure appropriate responses and

actions were taken. This group was

established in February 2024, and has

already implemented initial phases

of NPS reporting and set targets for

improvement over the months ahead.

90%

NPS as measured at checkout in

Retail stores during first 8 weeks post

launch in March 2024

81Group plc Annual Report and Accounts 2024 81

Governance Report

Nomination Committee report

During the year, the Committee reviewed and recommended changes to the

composition of the Board and senior management team; discussed long-

term succession planning and development of the Executive pipeline and

recommended the appointment of the new CEO, the new Commercial Director

and the new Marketing Director.

Throughout the year, the Executive Directors have been invited to attend

Committee meetings and have provided the Committee with valuable insight

into the resourcing needs of the business and actions being taken to ensure the

necessary skills and experience are in place to drive the Group’s strategy forward.

Given the reconfirmation last year by Daniel O’Neill of his intention to step down

from his CEO role at an appropriate time, it has been an active year for the

Committee, having initiated and concluded a formal search for his successor.

Following the appointment of Lee Tappenden into this role, the Committee have

spent time understanding and supporting the recruitment of the talent required

to deliver strategic growth ambitions.

Key responsibilities

The purpose of the Committee is to establish a formal, rigorous, and transparent

procedure for the appointment of new directors to the Board, as required

by the UK Corporate Governance Code (the “Code”). The Committee’s main

responsibilities, as outlined in its Terms of Reference, are:

• Reviewing the structure, size and composition (including the skills, knowledge,

experience and diversity) of the Board and making recommendations to the Board

with regard to any changes.

• Ensuring plans are in place for orderly succession to Board and senior

management positions and overseeing the development of a diverse pipeline for

succession.

• Reviewing the leadership needs of the organisation, both Executive and Non-

Executive, with a view to ensuring the continued ability of the organisation to

compete effectively in the marketplace.

• Identifying and nominating, for the approval of the Board, candidates to fill Board

vacancies as and when they arise.

• Evaluating the balance of skills, knowledge, experience and diversity on the Board,

and, in light of this evaluation, preparing a description of the role and capabilities

required for a particular appointment.

• Reviewing the time required from Non-Executive Directors. Performance

evaluation is used to assess whether the Non-Executive Directors are spending

enough time fulfilling their duties.

The Committee’s Terms of Reference are available on the Group’s website.

Diversity and Inclusion

Policy Statement

The Board recognises the benefits of diversity in its broadest sense and believes

that the Board’s capabilities are improved by a diverse balance of skills, expertise,

gender, ethnicity, and professional and social backgrounds. Together, this brings

the widest possible breadth of perspectives, insights and challenge to the

decision-making process, ultimately ensuring the Board and senior management

are equipped to promote the long-term success of the Group.

The Board supports the recommendations set out in the FTSE Women Leaders

Review on gender diversity and the Parker Review on ethnic diversity.

The Group’s policy on Diversity and Inclusion is available on the Group’s website.

Members

• Greg Hodder – Chair

• David Stead – Member

• Luke Kingsnorth – Member

(resigned 25 June 2024)

• Meg Lustman – Member

(appointed 25 June 2024)

The skills and experience of all

Committee members can be

found on pages 70 to 71

Committee meeting attendance

is set out on page 69

82 Group plc Annual Report and Accounts 202482

Objectives and progress

Supported by the Nomination Committee, the Board will:

• Consider all aspects of diversity, including gender and

ethnicity, when reviewing the composition and balance

of the Board and when conducting the annual Board

effectiveness review.

• Only engage Executive search firms who have signed up to

the Voluntary Code of Conduct on gender diversity and best

practice.

• Encourage and monitor the development of internal

high-calibre employees including considering all aspects

of diversity to help support the internal talent pipeline for

succession at both Board and senior management level.

• Ensure that candidate lists for Non-Executive Director

positions are compiled by drawing from a broad and diverse

range of candidates, including those who may not have

previous listed company experience but who possess

suitable skills or qualities.

The Board is committed to the business’ aim to be truly

representative of all aspects of society and for colleagues

to feel involved, valued and respected, as well as following

the provisions relating to diversity in the Code. However,

the Committee acknowledges that the diversity of the

Board has not yet met the FCA targets of 40% female

representation on the Board, one senior Board position

being occupied by a female, and one ethnic minority

member. The Committee will continue to focus on improving

the diversity on the Board and consider it carefully when

making recommendations to the Board on new Board

appointments.

On a positive note, we are pleased to have made progress

towards a more diverse senior Leadership Team. As at

the date of this report, four out of the seven members

of the Leadership Team(57%) are now female, including

the Commercial Director, the Ecommerce Director, the

Marketing Director and the People Director who are

regularly invited to attend their respective elements of

Board meetings.

Gender balance of senior management and direct

reports

The gender balance of the Board and Leadership Team is

shown on page 70. The gender balance of the Leadership

Team is also included in the Sustainability section of the

Strategic Report on page 24.

Board composition

Last financial year, following the announcement that

Steve Sanders (Executive Director and COO), intended to

retire, the Committee reviewed and proposed changes

to the structure of the Board and agreed that in future the

COO role (should the Group wish to retain a COO) would

not be a Board position. Additionally, the Committee

carefully examined the skills and experience of the

Non-Executive Directors and noted areas of duplication

of expertise. Following consideration, Gillian Davies

indicated a willingness to step down, following which the

Committee agreed that those skills and experience would

be sufficiently covered by the other Non-Executives, save

for the fact that this would result in an all-male Board.

However, taking all things into account, it was agreed by the

Committee, and ultimately the Board, that this course of

action was in the best interests of the Group.

83Group plc Annual Report and Accounts 2024 83

Governance Report

Nomination Committee report

Continued

CEO search

As previously communicated, it was Daniel O’Neill’s

intention to step back from the CEO role at an appropriate

point. In February last year, Daniel discussed the timing of

this with the Committee and it was agreed that the business

had reached a stage where he could begin thinking about

making this transition.

In March 2023, following a tender process, we engaged

Korn Ferry to lead the CEO search and agreed on the skills,

experience and personal characteristics required for the

role. Korn Ferry is a signatory to the Voluntary Code of

Conduct on gender diversity and best practice and the

Committee requested that a long list of diverse candidates

be drawn up for the Committee’s consideration. Neither

the Board nor any of the individual Directors have any

connection with Korn Ferry.

On 7 July 2023, the Board announced the appointment of

Lee Tappenden to the role of CEO and Executive Director.

Lee brings extensive leadership, retail and consumer

experience, having spent over 25 years with Walmart Stores

and Asda, where he held a range of senior management

roles. His tenure included roles in merchandising and

operations, before becoming Chief Operations Officer,

and then President and CEO of Walmart Canada. Lee joined

the Group as CEO and Board as Executive Director on

19  September 2023.

Having founded ProCook over 20 years ago, Daniel’s

knowledge of the business is unparalleled, and as such

the Nomination Committee recommended that Daniel

remain a Board member as non-independent Non-

Executive Director (Deputy Chair and Founder), a position

he duly transitioned to on 15 October 2023. Given Daniel’s

expertise, the Committee asked Daniel to continue to

support Product Development in an advisory capacity

until such a time as both Daniel and Lee were happy that

sufficient knowledge transfer had been completed.

Independent NED search

In March 2024, Luke Kingsnorth, independent Non-

Executive Director and Remuneration Committee

Chair, noted that he did not intend to extend his Board

membership past the initial three-year term and would not

be putting himself forward for re-election at the AGM, such

that he could focus more fully on his other professional

commitments. Luke has added tremendous value to the

Board as a whole over recent years, and on behalf of the

Board, I would like to thank him for the consistent high

quality of his contributions during his time with us.

In early May 2024, we concluded the appointment of

Meg Lustman as Non-Executive Director and Chair of the

Remuneration Committee with effect from the 25 June

2024, the same day that Luke stepped down from the

Board. Meg has over 35 years of retail experience, was

previously CEO of British affordable luxury brand Hobbs,

and prior to this, she held senior positions at many of

the UK’s leading fashion retailers including John Lewis,

Warehouse, and Aurora/Mosaic Fashions. I am delighted to

welcome Meg to the ProCook Board, as she brings a wealth

of retail experience, having led the UK and international

growth of some of the UK’s best-known retailers. Meg’s

experience will be invaluable to the business as we continue

to build on the growing momentum in our performance.

Succession planning

The Board has delegated responsibility to the Committee

for leading the process for identifying and nominating

Board candidates, as well as keeping the diversity of the

Board under review. When making a Board appointment,

the Committee will seek to identify an individual with the

skills, knowledge and experience required to fulfil the role,

taking account of the added value that the individual brings

to the Board in terms of creating a diverse, and therefore,

more effective, decision-making body.

The Committee also has responsibility for oversight of the

development of a diverse pipeline of  potential Directors and

senior managers. This is supported by the Group’s Diversity

and Inclusion Policy as described on page 109, which aims

to ensure that ProCook’s workforce is truly representative

of all aspects of society and that employees feel involved,

valued and respected.

During the year, the Committee reviewed and challenged

the structure of the Group’s Leadership Team and

supported the Executive Directors both in and outside

the boardroom and, after much discussion, agreed on a

number of changes to role descriptions and reporting lines.

Most notably, the new roles of Commercial Director and

Marketing Director were agreed to be critical to support

the business strategy. The Committee supported the

Executive team in their recruitment for these positions and

recommended the appointments of both roles to the Board

for approval.

Annual evaluation

During the year, the Board conducted an internal evaluation

of the effectiveness of the Board and its Committees. The

review highlighted that the Committee and its Chair perform

effectively and there were no material concerns to report.

Election and re-election of Directors

In accordance with the Code and the Company’s Articles of

Association, all Directors will offer themselves for election

by shareholders each year at the Company’s Annual General

Meeting. As previously mentioned, Luke Kingsnorth has now

resigned and will not be put forward for re-election at the

2024 AGM. Both the Committee and the Board are satisfied

that the rest of the Directors continue to be effective in,

and demonstrate commitment to, their respective roles on

the Board and that each makes a valuable contribution to

the leadership of the Company. The Committee, therefore,

recommends that shareholders vote in favour of all

Directors’ nominations for re-election at the AGM.

Greg Hodder

Nomination Committee Chair

25 June 2024

84 Group plc Annual Report and Accounts 202484

Audit and Risk Committee report

The principal focus of the Committee has been on supporting and guiding

the Executive Directors as they continued to enhance the internal control

environment while also dealing with the continued macro-economic challenges.

In the context of this heightened risk environment, the Committee continued

to challenge and support management through the actions being taken to

strengthen the balance sheet, preserve cash and drive improved trading

performance.

Committee meetings are routinely attended by the Chair of the Board,

Chief Executive Officer, Chief Financial Officer, and the external Auditor. The

Committee also meets separately with the external Auditor without management

present at least annually.

Key responsibilities

The Committee’s key responsibilities, as outlined in its Terms of Reference, are:

• Monitoring the integrity of the financial statements of the Group and any formal

announcements relating to financial performance.

• Reviewing the adequacy and effectiveness of the Group’s internal financial

reporting and internal control policies and systems.

• Overseeing the Group’s arrangements for its people to raise concerns, in

confidence, about possible wrongdoing in financial reporting or other matters.

• Reviewing the Group’s procedures for detecting fraud and preventing bribery and

money laundering

• Overseeing the effectiveness and performance of the external Auditor and making

recommendations to the Board regarding their appointment or removal.

• Advising the Board on the Group’s overall risk appetite, tolerance and strategy, and

principal and emerging risks.

• Monitoring and reviewing the effectiveness of the Group’s risk management

framework.

The Committee’s Terms of Reference are available on the Group’s corporate

website.

How the Audit and Risk Committee discharges its

responsibilities

The Committee has unrestricted access to documents and information as well

as to employees of the Group and the external Auditor. The Committee Chair

meets regularly with the Chief Financial Officer. Members of the Committee may,

in pursuit of their duties, take independent financial advice on any matter, at the

Group’s expense. The Committee Chair reports the outcome of Audit and Risk

Committee meetings to the Board.

The Committee meets at least three times a year and has an agenda linked to the

events in the Group’s financial calendar.

Significant items considered during the year

Finance team capability

At the request of the Committee, management continued to provide detailed

team updates to the Committee on a regular basis. During the year the team has

continued to develop in capability (and capacity following the adoption of further

process automation) and is now providing improved support to other internal

functions in respect of commercial performance and decision making, strategy,

and business planning.

Going concern and viability assessment

In preparation for the publication of the Group’s FY24 financial statements,

the Committee conducted a comprehensive review of the going concern

position and longer-term viability assessment. Management prepared a paper

setting out the methodology and assumptions used for the assessment,

summarising projected performance over a three-year forecast period, together

Members

• David Stead – Chair

• Luke Kingsnorth – Member

(resigned 25 June 2024)

• Meg Lustman – Member

(appointed 25 June 2024)

The qualifications and

experience of all Committee

members can be found on pages

70 to 71

Committee meeting attendance

is set out on page 69

85Group plc Annual Report and Accounts 2024 85

Governance Report

Audit and Risk Committee report

Continued

with sensitivity analysis. The Committee discussed the

assumptions and results in detail, including:

• The assumptions driving the base case projections

• Results of the downside and severe but plausible downside

scenarios

• The results of the stress tests undertaken

• The variability and fixed nature of the cost base

• The profile of projected cash flows under each scenario

and stress test, and any areas where cash headroom may

become tighter

• The available finance facilities and the impact of the

scenarios and stress tests on meeting covenant tests

• The mitigations available to management and likelihood of

timely implementation, should they be needed

Following this detailed review, the Committee noted that

under the severe but plausible downside scenario, which

they have reviewed, the Group is likely to breach its leverage

covenant in Q2 FY25 but remains within available facility

limits and compliant with the fixed charge cover covenant.

In the base case scenario, and in the other downside

scenario, which the Committee reviewed, this covenant is

not breached. The Committee, therefore, acknowledged

and confirmed to the Board that this potential breach

represents a material uncertainty, which may cast significant

doubt on the Group’s ability to continue as a going concern.

The Committee considered the likelihood of such a severe

downside scenario materialising to be low and recognised

the range of mitigating actions available to the Group to

prevent such a breach occurring, and the positive and long-

standing relationship which the Group has with its banking

partner HSBC. The Committee, therefore, confirmed to the

Board that they were satisfied that the Group should adopt

the going concern basis of accounting in preparing the

financial information for the year ended 31 March 2024 and

that there was a reasonable expectation that the Group has

adequate resources to continue in operational existence

for the foreseeable future and will be able to continue in

operation and meet its liabilities as they fall due over the

viability assessment period.

Financial statements and significant financial

judgements

The Committee considered, in particular, the following

matters, as identified by the external Auditor, in relation to

the Group’s full-year financial statements:

• Impairment of GGUs and investments: Review of

accounting papers and discussion with management and

external Auditor regarding the approach taken, compliance

with IFRS and appropriateness of conclusions drawn.

• Critical accounting judgements and estimates:

Consideration of the completeness of disclosures, and the

inclusion of all significant judgemental and estimation items

within these disclosures, to enhance understandability for

readers of the Financial Statements.

• Lease guarantees: Review of detailed technical papers

and discussion with management, and review of technical

guidance from independent technical expert commissioned

by management to provide advice regarding the accounting

treatment of the guarantees provided to the respective

landlords on assignment of two leases for previous HQ /

Distribution Centre sites during the year.

• Share-based payments: Reviewed and discussed with

management the reasonableness of vest expectations

applied to the Group’s share based payment schemes.

• Going concern and viability: Reviewed management’s

technical papers, and considered the downside, severe

downside and stress test scenarios in the context of the

principal risks. Consideration was given to the likelihood

of achieving the base case forecasts, the Group’s recent

performance and historical forecasting accuracy.

• Deferred tax: Reviewed and challenged management on

the background to the restatement identified in respect

of share-based payments, how the restated treatment

differed to that previously recognised, and considered the

recoverability of the deferred tax asset in the context of the

projected profitability of the Group.

Risk management framework

The Board is responsible for the Group’s risk management

framework and the Committee has been delegated

responsibility for reviewing the overall process of assessing

business risks and their impact on the Group. The Board

retains overall responsibility for the level of risk the Group is

willing to accept and for allocating sufficient resource to the

management of business risk.

The Executive Directors review the Group’s risk register

regularly and report any proposed changes to the

Committee and the Board.

As part of the ongoing assessment of the business’ principal

risks and uncertainties, the Committee has considered

several factors including macroeconomic uncertainty,

supply chain concentration and disruption, the Ukraine

conflict, the war in Palestine and wider conflict in the Middle

East (including the impact on Red Sea shipping), climate

change, as well as cyber and technology risks.

The principal risks and uncertainties of the Group and their

mitigation are included on pages 52 to 63. These principal

risks and uncertainties have been considered in the

Viability Assessment on pages 64 to 65 and Going Concern

Assessment on pages 126 to 128.

Internal control framework

The Committee is responsible for reviewing the Group’s

internal financial controls and control management systems

and the Board is ultimately responsible for establishing

procedures to oversee the internal control framework.

The Committee received updates from management on

the Group’s internal controls at each of its meetings, which

allowed the Committee to interrogate and provide input on

improvements in the following areas:

86 Group plc Annual Report and Accounts 202486

• Annual review of FPPP

• Foreign exchange management

• Finance process automation

• Cyber security improvements and penetration test results

• Disaster recovery and business continuity

On behalf of the Board, the Committee has considered

the effectiveness of the internal control systems and risk

management processes in place during the year.

Annual Report and Accounts and results

announcements

During the year, the Committee formally reviewed draft

interim and full-year results announcements and the Annual

Report and Accounts. These reviews considered:

• The accounting principles, policies and practices adopted

in the Group’s financial statements and proposed changes

to them

• Significant accounting issues and areas of judgement and

complexity

• The integrity of the financial and non-financial information

The Committee was satisfied with management’s

presentation of the FY24 interim and full-year results and

announcements and the Annual Report and Accounts.

The external Auditor confirmed to management that they

were not aware of any material unadjusted misstatements

during the course of their audit.

The Committee has reviewed the Annual Report and

Financial Statements and is satisfied that, taken as a whole,

they are fair, balanced and understandable and provide

shareholders with the necessary information to assess the

Group’s position and performance, business model and

strategy, and should be recommended to the Board.

External Auditor

The Committee oversees the Group’s relationship with the

external Auditor and makes recommendations to the Board

concerning the Auditor’s appointment, re-appointment and

remuneration.

Forvis Mazars LLP was appointed as the Group’s Auditor

in 2021 and its audit of the Group is in respect of these

financial statements for the year ended 31 March 2024.

Charlene Lancaster is the Audit Partner. The Committee

intends to comply fully with the FRC Guidance on external

Auditors and carry out an audit tender at least every ten

years and mandatory rotation at least every 20 years.

The Committee considers, at least annually, the

independence and objectivity of the Auditor, taking into

consideration the relevant UK professional and regulatory

requirements. In December 2023 the Committee reviewed

a statement from the Auditor detailing its independence

policies and safeguards and confirming its independence.

Following this review and further consideration during March

2024 and June 2024 Committee meetings, the Committee

agreed that the Auditor is independent.

The Committee has considered and approved the terms

of engagement and fees of the Auditor in respect of the

audit of the accounts for the year ended 31 March 2024.

Audit fees payable by the Group to Forvis Mazars LLP during

the year totalled £317k. There were no contingent fee

arrangements.

The Committee has approved a non-audit services policy

and confirms that there were no non-audit services carried

out by the Auditor during the last year.

To fulfil its responsibility regarding the effectiveness of the

external Auditor and oversight of the audit process, principal

procedures carried out by the Committee include:

• Review of the relevant skills and experience of the audit

partner and team

• Review of the Auditor’s planning report detailing scope of

the audit, materiality and identification of areas of audit risk

• Consideration of formal reports from the Auditor about the

audit process, issues which arose during the audit and their

resolution, key accounting issues and judgements

• Consideration of recommendations made by the external

Auditor in their management letters and the adequacy of

management’s response.

The Committee has recommended the reappointment of

Forvis Mazars LLP, as external Auditor, to the Board.

Internal audit

During the year, the Group did not have an internal audit

function as it had been agreed that the Group’s size and

activities were such that internal assurance was achievable

through other means, including the close involvement of the

Executive Directors in the day-to-day running of the Group

and oversight of the Group’s operations.

The Committee has concluded that regular reporting from,

and discussions with, management remain an appropriate

means of obtaining assurance as to the effectiveness of

the Group’s internal controls, given the size and complexity

of the Group, and that a permanent internal audit function

is, therefore, not required at this time. The Committee will

continue to review this position at least annually.

Annual evaluation

During the year, the Board conducted an internal evaluation

of the effectiveness of the Board and its Committees. The

review highlighted that the Committee and its Chair perform

effectively and there were no material concerns to report.

Priorities for FY25

In the year ahead, the Committee will continue to support

and challenge management through the evolution

and development of the Group’s risk management

framework. The Committee will oversee management’s

drive to continually enhance internal control policies and

procedures, including those related to financial reporting,

system resilience and security, and asset protection.

David Stead

Audit and Risk Committee Chair

25 June 2024

87Group plc Annual Report and Accounts 2024 87

Governance Report

Remuneration Committee report

This report, in line with UK reporting

regulations, is divided into three

sections:

• This annual statement, which

summarises the work of the

Committee and our approach to

remuneration.

• The Directors’ Remuneration Policy,

which summarises the policy

approved by shareholders at the

2022 Annual General Meeting.

• The annual report on remuneration,

which sets out the remuneration

arrangements and incentive

outcomes for FY24, and how the

Committee intends to implement

the Remuneration Policy in the

FY25 financial year.

As no changes are proposed to the

Directors’ Remuneration Policy, we

will present only one remuneration-

related resolution at our forthcoming

Annual General Meeting, relating to the

advisory vote on the annual statement

and the annual report on remuneration.

I have summarised our approach on

these below and further details can

be found in the Remuneration Report.

I trust that you find this report and our

Remuneration Policy clear and that you

will give your support when voting at

our AGM.

Remuneration for FY24

For the financial year the Group

delivered total revenue of £62.6m

(+0.4% year on year) and underlying

profit before tax of £1.0m (FY23:

£0.2m underlying loss before tax).

This performance reflects a modest

improvement year on year, despite

the challenging macro-economic

backdrop with high levels of inflation

and falling real disposable incomes.

Against the financial targets set, the

outturn for underlying profit before

tax is below the level of performance

required under the Annual Bonus

Plan and, therefore, there is no bonus

being awarded to the Executive

Directors in respect of this element in

FY24. An element based on personal

performance was incorporated for the

CFO and this resulted in an award of

£100,000 (38.5% of salary). Further

details of performance against the

relevant targets can be found on page

102 of this report.

Long-term Incentives for Executive

Directors granted in November

2021 under the Performance Share

Plan are due to vest in November

2024, however, these awards are

expected to lapse as the performance

conditions based on cumulative

underlying profit before tax up to

and including FY24 have not been

achieved.

No Committee discretion has been

applied to remuneration outcomes.

Directors’

Remuneration Policy

In the lead up to admission, the

proposed Directors’ Remuneration

Policy was considered carefully

to ensure that, after admission, it

incentivised and rewarded long-

term, sustainable growth of the

Group, was compliant with the UK

Corporate Governance Code and

was in line with market best practice

and the guidelines of UK institutional

shareholders and advisory bodies.

The Policy was designed to provide

market-competitive remuneration

for the achievement of stretching

targets. The incentives were intended

to reward for achieving the long-term

business strategy, with a significant

proportion payable in shares, which

must be held long term.

These arrangements were formally

approved by shareholders at the 2022

AGM with a 99.99% vote in favour

of the resolution to approve the

Directors’ Remuneration Policy.

A summary of the Remuneration Policy

is set out on pages 90 to 100.

Members

• Luke Kingsnorth – Chair (resigned

25 June 2024)

• Meg Lustman – Chair (appointed

25 June 2024)

• Greg Hodder – Member

• David Stead – Member

The qualifications and experience

of all Committee members can

be found on pages 70 to 71

Committee meeting attendance

is set out on page 69

88 Group plc Annual Report and Accounts 202488

Board changes

Last year Daniel O’Neill, Founder of

ProCook, reconfirmed his intention

to transition away from his CEO role

at the appropriate time and following

the appointment of a successor. Lee

Tappenden joined ProCook as the

new CEO and Executive Director on

19 September 2023, and following

an initial handover period, Daniel

transitioned into a Non-Executive role

on our Board on 15 October 2023.

In March 2024, I notified the Board

that I did not intend to extend my

Board membership past the initial

three-year term and would not be

putting myself forward for re-election

at the AGM, in order that I could focus

more fully on my other professional

commitments. I am very pleased

to be handing over the Chair of the

Remuneration Committee to Meg

Lustman and I wish Meg and the Group

every future success.

Implementation of the

Remuneration Policy for

FY25

The Remuneration Committee intends

to operate the Remuneration Policy for

FY25 as follows:

Base salaries

The CEO salary of £400,000 agreed

on appointment of Lee Tappenden

will remain unchanged, and the CFO’s

salary will increase to £270,400

reflecting an increase of 4.0%. The

wider workforce average increase for

the period is 8.3%.

Pensions/benefits

A defined contribution/ salary

supplement of 3% of salary will be

offered to the current Executive

Directors (consistent with all

colleagues’ pension arrangements),

together with a standard suite of other

benefits.

Annual bonus

For FY25, the maximum annual bonus

is 100% of salary and payments

will be based on 30% underlying

profit before tax performance, 30%

revenue, 30% operating cash flow and

10% colleague engagement score.

25% of any bonus will be deferred into

shares for 2 years.

Long-term incentives

A further award is expected to be

made in Summer 2024 under the

Performance Share Plan (“PSP”).

Award levels will be set at a maximum

of 100% of salary for the Executive

Directors. Performance targets will be

based on EPS performance over the

performance period.

The Committee believes that the

above approach takes due account

of market and best practice and,

importantly, also reflects and supports

the Group’s strategy and promotes its

long-term success.

Wider ProCook team

The Group’s employees are critical to

the development of the business and

the Remuneration Committee takes an

active interest in the wider employee

base. The Committee is made aware

of pay and employment conditions

throughout the Group and is mindful

of this when making decisions on

Executive pay. It also is responsible

for reviewing wider senior Leadership

Team pay.

Participation in the Group’s SAYE

Scheme is offered to all employees

and the latest offer was launched

in February 2024 with the awards

granted on 15 February 2024. Across

the three SAYE schemes offered to

date, 97 colleagues are currently

participating, and when combined

with the participation under the

IPO Employee Share Plan means

that a substantial proportion of the

workforce have a direct interest in

the share price performance of the

Company. The Group intends to

continue to offer subsequent SAYE

grants annually.

On behalf of the Committee, thank

you for reading this report and we look

forward to receiving your support at

the forthcoming AGM in relation to the

advisory vote on this annual statement

and the annual report on remuneration.

Luke Kingsnorth

Remuneration Committee Chair

25 June 2024

89Group plc Annual Report and Accounts 2024 89

Governance Report

Directors’ Remuneration Policy

This section sets out the Group’s Directors’ Remuneration Policy, which has been

prepared in accordance with the Large and Medium-sized Companies and Groups

(Accounts and Reports) Regulations 2008, as amended in 2013, 2018 and 2019. The

Directors’ Remuneration Policy was put to a binding shareholder vote at our 2022 Annual

General Meeting and took formal effect from that date. The Policy will formally apply for

three years unless a new policy is presented to shareholders before then.

The Committee has ensured that the Directors’ Remuneration Policy and practices are consistent with the six factors set out

in Provision 40 of the Corporate Governance Code:

Clarity

Our Directors’ Remuneration Policy is well understood

by our senior Executive team and is clearly articulated to

our shareholders and representative bodies.

Simplicity

The Committee is mindful of the need to avoid overly

complex remuneration structures, which can be

misunderstood and deliver unintended outcomes.

Therefore, a key objective of the Committee is to

ensure that our Directors’ Remuneration Policy and

practices are straightforward to communicate and

operate.

Risk

Our Directors’ Remuneration Policy has been designed

to ensure that inappropriate risk taking is discouraged

and will not be rewarded via (i) the balanced use of

both annual incentives and long-term incentives, which

employ a blend of targets; (ii) the significant role played

by shares in our incentive plans (together with bonus

deferral and shareholding guidelines); and (iii) malus/

clawback provisions within all our incentive plans.

Predictability

Our incentive plans are subject to individual caps, with

our share plans also subject to standard dilution limits.

The use of shares within our incentive plans results

in actual pay received being highly aligned to the

experience of our shareholders.

Proportionality

There is a clear link between individual awards, delivery

of strategy and our long-term performance. In addition,

the significant role played by variable pay, together

with the composition of the Executive Directors’

service contracts, ensures that poor performance is not

rewarded.

Alignment to culture

Our Executive pay policies are fully aligned to the

Group’s culture through the use of metrics in both

the annual bonus and PSP that measure how we

perform against key aspects of our strategy, which

has the objective of delivering sustainable growth in

profitability.

9090 Group plc Annual Report and Accounts 2024

Executive Directors

The following table summarises the key aspects of the Executive Directors’ Remuneration Policy:

Purpose and link

to strategy Operation Maximum opportunity Performance measures

Base salary

To provide competitive

fixed remuneration,

which attracts and

retains Executives of a

superior calibre.

Base salaries will be reviewed

each year by the Committee.

The Committee does not

strictly follow data but uses

market data for similar roles

in comparable companies

as a reference point in

considering, in its judgement,

the appropriate level of

salary having regard to other

relevant factors including

corporate and individual

performance and any changes

in an individual’s role and

responsibilities.

While there is no prescribed

maximum salary or increase,

it is anticipated that salary

increases will normally

be in line with increases

to the wider workforce

salaries. However, in certain

circumstances (including,

but not limited to, changes

in role and responsibilities,

market levels, individual and

Group performance), the

Committee may make larger

salary increases to ensure

they are market competitive.

The rationale for any such

increase will be disclosed in

the relevant Annual Report on

Remuneration.

n/a

Benefits

To provide competitive

fixed remuneration,

which attracts and

retains Executives of a

superior calibre.

Executive Directors are

entitled to benefits, including

life assurance.

Executive Directors will be

eligible for any other benefits,

which are introduced for

the wider workforce on

broadly similar terms, and

for other benefits that might

be provided based on

individual circumstances, if

the Committee decides it is

appropriate.

For external and internal

appointments or relocations,

the Group may pay certain

relocation or incidental

expenses as appropriate

(for up to two years from

recruitment).

Any reasonable business-

related expenses can be

reimbursed (and any related

tax met if determined to be a

taxable benefit).

Executive Directors can also

participate in all-employee

share plans on the same basis

as other employees.

As it is not possible to calculate

in advance the cost of all

benefits, a maximum is not

pre-determined.

The maximum level of

participation in all-employee

share plans is subject to the

limits imposed by the relevant

tax authority.

n/a

91Group plc Annual Report and Accounts 2024 91

Governance Report

Directors’ Remuneration Policy

Continued

Purpose and link

to strategy Operation Maximum opportunity Performance measures

Pension

To provide all colleagues,

including Executive

Directors, with long-

term savings to allow for

retirement planning.

Executive Directors can

receive a contribution to a

pension arrangement or a cash

payment in lieu.

The maximum defined

contribution or cash allowance

in lieu of pension is limited to

the contribution level available

to most other employees,

which is currently 3% of base

salary.

n/a

Annual Bonus Plan

Rewards achievement

of annual financial and

business targets aligned

with the Group’s strategy

and KPIs.

Bonus deferral

encourages long-

term shareholding,

supports retention and

discourages excessive

risk taking.

Awards are based on

performance, typically

measured over one year.

Pay-out levels are determined

by the Committee after

the year-end based on

performance against pre-set

targets.

Bonus is normally paid in cash,

except not less than 25% of

any bonus, which is deferred

into an award under the

Deferred Bonus Plan (“DBP”),

typically for a two-year period.

The level of deferral and period

for deferral may change in

relation to future financial

years.

Dividend equivalents may

accrue on deferred shares.

The vesting of deferred shares

is not subject to any additional

performance conditions.

Provisions are included,

which enable the Committee

(in respect of both the cash

and the deferred elements

of bonuses) to recover or

withhold value in the event of

certain defined circumstances

(that is, in cases of misconduct,

material misstatement of

financial results, error in

calculation of a bonus payment

and reputational damage).

The normal maximum level of

Annual Bonus Plan outcomes

is 100% of base salary per

annum.

The normal maximum will only

be exceeded in exceptional

circumstances and is subject

to an overall limit of 200% of

salary in a financial year.

Targets are set annually

with measures linked to

our strategy and aligned

with key financial,

strategic and/or

individual targets.

The performance

measures for FY25 are

set out on page 107. The

performance measures

applied may be financial

or non-financial,

corporate, divisional or

individual, and in such

proportions as the

Committee considers

appropriate.

A graduated scale of

targets is set for each

measure, with no pay-

out for performance

below the threshold

level.

The Committee has the

discretion to amend

the pay-out should any

formulaic outcome not

reflect its assessment

of overall business

performance.

92 Group plc Annual Report and Accounts 202492

Purpose and link

to strategy Operation Maximum opportunity Performance measures

Long-term

incentives

To incentivise and retain

Executive Directors

through long-term

performance-related

pay, with a clear line of

sight for Executives and

direct alignment with

shareholders’ interests.

Awards will be in the form of

nil-cost share options.

Awards will be granted with

vesting dependent on the

achievement of performance

conditions set by the

Committee, with performance

normally measured over at

least three years.

Awards will be subject to

a two-year holding period

following the end of the

performance term, with

options typically not being

exercisable by participants

until the end of the holding

period.

Dividend equivalents may

accrue on awards, to the

extent they vest.

The PSP includes provisions

that enable the Committee to

recover or withhold value in

the event of certain defined

circumstances (that is, in

cases of misconduct, material

misstatement of financial

results, error in calculation of a

vesting level and reputational

damage).

The normal maximum PSP

award is 100% of salary in

a financial year. The normal

maximum will only be

exceeded in exceptional

circumstances and is subject

to an overall limit of 200% of

salary in a financial year.

PSP performance

measures may

include financial and

shareholder value

metrics as well as

strategic, non-financial

measures.

The performance

measures for 2024

awards are set out on

pages 103 to 104. The

Committee retains

the discretion to set

alternative measures

and weightings for

awards over the life of

the policy.

Targets are set and

assessed by the

Committee on its

discretion.

A maximum of 25% of

any element vests for

achieving the threshold

target, with 100% for

maximum performance.

The Committee has the

discretion to amend the

vesting level should any

formulaic outcome not

reflect its assessment

of overall business

performance.

93Group plc Annual Report and Accounts 2024 93

Governance Report

Directors’ Remuneration Policy

Continued

Purpose and link

to strategy Operation Maximum opportunity Performance measures

Share ownership

guidelines

To align with

shareholders’ interests

and to foster a long-term

mindset.

Executive Directors are

required to retain all shares

that vest, net of any tax liability,

under the PSP and DBP awards

until the guideline is met. Any

share plan awards that have

vested but are subject to a

holding period and any shares

subject to awards under the

DBP will be credited for the

purpose of the guidelines

(discounted for anticipated tax

liabilities).

Executive Directors will

be required to maintain a

shareholding in the Company

for a two-year period after

stepping down from that

position, being the full value of

the shareholding requirement

or the Executive Director’s

actual relevant shareholding at

leaving this position if lower.

200% of base salary for all

Executive Directors.

n/a

All-employee share

plans

To encourage

share ownership by

employees, thereby

allowing them to share in

the long-term success of

the Group and align their

interests with those of

the shareholders.

These are all-employee share

plans established under HMRC

tax-advantaged regimes and

follow the usual form for such

plans.

Executive Directors will be able

to participate in all-employee

share plans on the same terms

as other Group employees.

The maximum participation

levels for all-employee share

plans will be the limits for such

plans contained in their rules,

which are set by HMRC from

time to time.

Consistent with normal

practice, such awards

will not be subject

to performance

conditions.

94 Group plc Annual Report and Accounts 202494

Chair and Non-Executive Directors

The following table summarises the key aspects of the Chair and Non-Executive Directors’ Remuneration Policy:

Purpose and link to

strategy

Operation Maximum opportunity Performance measures

Chair and

Non- Executive

Director fees

To enable the Group to

recruit and retain Chairs

and Non-Executive

Directors of the

highest calibre, at an

appropriate cost.

The fees paid to the Chair and

Non-Executive Directors aim to

be competitive with other fully

listed companies of equivalent

size and complexity.

The fees payable to the

Non-Executive Directors are

determined by the Board, with

the Chair’s fees determined by

the Committee.

The Chair and Non-Executive

Directors will not participate

in any cash or share incentive

arrangements.

The Group reserves the right

to provide benefits (including

travel and office support) to

the Chair and Non-Executive

Directors where appropriate.

Should any assessment

to tax be made on such

reimbursement, the Group

reserves the ability to settle

such liability on behalf of

the Chair or Non-Executive

Director.

The aggregate fees (and any

benefits) of the Chair and

Non-Executive Directors will

not exceed the limit from time

to time prescribed within

the Company’s Articles of

Association.

If the Chair and/or Non-

Executive Directors devote

special attention to the

business of the Group, or

otherwise perform services

which in the opinion of the

Directors are outside the

scope of the ordinary duties

of a Director, they may be paid

such additional remuneration

as the Directors or any

Committee authorised by the

Directors may determine.

n/a

Notes to the policy table

Legacy arrangements

In approving this Remuneration Policy,

the Company has the authority to

honour any previous commitments

entered into with current or former

Directors (such as the payment of a

pension or the unwinding of legacy

share schemes or historic share

awards) that remain outstanding.

As set out in the Prospectus, the Group

has various legacy IPO arrangements,

some of which remain subject to time

vesting post-IPO. Incentive awards

granted prior to the introduction of

this Policy will continue to operate in

line with the terms agreed at grant,

including the IPO Employee Share

Plan awards granted to the Executive

Directors that are outlined on

page 104.

Summary of decision-making

process

In determining the Directors’

Remuneration Policy, the Committee

followed a robust process, which

included discussions on the content

of the Policy at Remuneration

Committee meetings during the year.

The Committee considered the input

from management and independent

advisors, as well as considering views

of shareholders and proxy advisory

services.

Explanation of

performance measures

Annual bonus performance measures

are selected annually to align with the

Group’s KPIs and strategic imperatives

and the interests of shareholders

and other stakeholders. Financial

measures will normally influence most

of the bonus with any remainder based

on key strategic and/or personal

objectives designed to ensure

Executive Directors are incentivised

across a range of objectives. Target

performance is typically set in line

with the year’s business plan, with the

threshold to stretch targets set around

the plan, based on a sliding scale that

reflects relevant commercial factors.

Only modest rewards are available at

threshold performance levels, with

rewards at stretch requiring material

outperformance of the business plan.

Details of the specific measures used

for the annual bonus are set out in the

Annual Report on Remuneration.

95Group plc Annual Report and Accounts 2024 95

Governance Report

Directors’ Remuneration Policy

Continued

PSP performance measures will be

selected to provide a robust and

transparent basis on which to measure

the Group’s performance; link

remuneration outcomes to delivery of

the business strategy over the longer

term; and provide strong alignment

between senior management and

shareholders. The Policy provides for

Committee discretion to alter the PSP

measures and weightings from year

to year. This is to ensure that it can

continue to measure performance

appropriately, if the Group’s strategic

ambitions evolve over the life of the

Policy.

When setting performance targets

for the Annual Bonus and PSP, the

Committee will consider a number of

different factors. These may include

the Group’s business plans and

strategy, external forecasts and the

wider economic environment.

The Committee retains the discretion

to amend the bonus pay-out

and the PSP vesting level if any

formulaic outcome does not reflect

its assessment of overall business

performance over the relevant period.

Flexibility, discretion and

judgement

The Remuneration Committee

operates the Annual Bonus, DBP and

PSP according to the rules of each

respective plan which, consistent with

market practice, include discretion in

a number of respects to the operation

of each plan. Discretions include but

are not limited to:

• Who participates in the plan,

the quantum of an award and/or

payment, and the timing of awards

and/or payments.

• Whether dividend equivalents will

apply to the awards.

• Determining the extent of vesting.

• Treatment of awards and/or

payments on a change of control or

restructuring of the Group.

• Whether an Executive Director or

senior manager is a good/bad leaver

for incentive plan purposes and if the

proportion of awards that vest do so

at the time of leaving or at the normal

vesting date(s).

• How and whether an award may be

adjusted in certain circumstances

(for example, for a rights issue, a

corporate restructuring or special

dividends).

• What the weighting, measures and

targets should be for the annual

bonus plan and PSP awards from year

to year.

• The ability, within the policy, to adjust

targets and/or set different measures

or weightings for the applicable

annual bonus plan and PSP awards,

if the Committee determines that

the original conditions are no longer

appropriate or do not fulfil their

initial purpose. Such changes would

be explained in the subsequent

Directors’ Remuneration Report and,

if appropriate, be discussed with our

major shareholders.

• The ability to override formulaic

outcomes in line with the Policy.

All assessments of performance are

ultimately subject to the Committee’s

judgement. Any discretion exercised,

and the rationale, will be disclosed in

the Annual Remuneration Report.

The Committee may make minor

amendments to the policy set out

above (for regulatory, exchange

control, tax or administrative purposes

or to take account of a change

in legislation) without obtaining

shareholder approval for that

amendment.

Stating maximum amounts for

the Remuneration Policy

The DRR regulations and related

investor guidance encourages

companies to disclose a cap within

which each element of the Directors’

Remuneration Policy will operate.

Where maximum amounts for

elements of remuneration have been

set within the Directors’ Remuneration

Policy, these will operate simply as

caps and are not indicative of any

aspiration.

Travel and hospitality

While the Committee does not

consider it to form part of benefits

in the normal usage of that term, it

has been advised that corporate

hospitality (whether paid for by any

Group company or a third party) and

business travel for Directors (and

exceptionally their families) may

technically come within the applicable

rules and so the Committee expressly

reserves the right for the Committee

to authorise such activities within its

agreed policies.

Differences between the policy

on remuneration for Directors

and remuneration of other

employees

While the appropriate benchmarks

vary by role, the Group seeks to apply

the philosophy behind this Policy

across the Group as a whole. Where

the Group’s pay policy for Directors

differs from its pay policies for

groups of employees, this reflects

the appropriate market rate position

and/or typical practice for the relevant

roles. The Group considers pay levels,

bonus opportunity and share awards

applied across the Group as a whole

when setting the Executive Directors’

Remuneration Policy.

96 Group plc Annual Report and Accounts 202496

Recruitment Remuneration Policy

The Company’s Recruitment Remuneration Policy aims to give the Committee sufficient flexibility to secure the

appointment and promotion of high-calibre Executives to strengthen the management team and secure the skill sets to

deliver our strategic aims.

In terms of the principles for setting a package for a new

Executive Director, the starting point for the Committee

will be to apply the general Policy for Executive Directors

as set out above and structure a package in accordance

with that Policy. Any caps contained within the Policy

for fixed pay do not apply to new recruits, although the

Committee would not envisage exceeding these caps in

practice.

The Annual Bonus Plan, DBP and PSP will operate

(including the maximum award levels) as detailed in

the general Policy in relation to any newly appointed

Executive Director. For an internal appointment, any

variable pay element awarded in respect of the prior role

may either continue on its original terms or be adjusted to

reflect the new appointment as appropriate.

For external and internal appointments, the Committee

may agree that the Company will meet certain relocation

expenses as it considers appropriate.

For external candidates, it may be necessary to make

additional awards in connection with the recruitment to

buy out awards forfeited by the individual on leaving a

previous employer.

For the avoidance of doubt, buy-out awards are not

subject to a formal cap. Any recruitment-related awards,

which are not buy-outs, will be subject to the limits for

Annual Bonus Plan and PSP as stated in the general

policy. Details of any recruitment-related awards will be

appropriately disclosed.

For any buy-outs the Company will not pay more than

is, in the view of the Committee, necessary and will in

all cases seek, in the first instance, to deliver any such

awards under the terms of the existing Annual Bonus Plan,

DBP or PSP. It may, however, be necessary in some cases

to make buy-out awards on terms that are more bespoke

than the existing Annual Bonus Plan, DBP or PSP.

All buy-outs, whether under the Annual Bonus Plan,

DBP, PSP or otherwise, will take due account of the

service obligations and performance requirements for

any remuneration relinquished by the individual when

leaving a previous employer. The Committee will seek to

the extent possible to provide any buy-out award on a

broadly like-for-like basis.

A new Chair/Non-Executive Director would be recruited on the terms explained above in respect of the main policy for such

Directors.

Service contracts

Executive Directors

The Committee’s Policy is that each Executive Director’s service agreement should be of indefinite duration, subject to

termination upon no more than six months’ notice by either party. The service agreements of the Executive Directors comply

with that Policy. Contracts contain provisions allowing the Company to make payments in lieu of notice (albeit not including

bonus or benefits) but do not contain change of control provisions.

The Committee reserves flexibility to alter these principles, if necessary, to secure the recruitment of an appropriate

candidate and, if appropriate, introduce a longer initial notice period (of up to two years) reducing over time.

The date of each Executive Director’s appointment was:

Lee Tappenden 19 September 2023

Dan Walden 19 October 2021

Chair and Non-Executive Directors

The Chair and each Non-Executive Director is engaged for an initial period of three years. These appointments can be

renewed following the initial three-year term. These engagements can be terminated by either party on three months’

notice.

Neither the Chair nor any Non-Executive Directors can participate in the Company’s incentive plans, are not entitled to any

pension benefits and are not entitled to any payment in compensation for early termination of their appointment beyond the

three months’ notice referred to above.

97Group plc Annual Report and Accounts 2024 97

Governance Report

Name Date of appointment Term

Greg Hodder 29 October 2021 3 years

Daniel O’Neill

15 October 2023 3 years

David Stead 29 October 2021 3 years

Luke Kingsnorth

29 October 2021 3 years

Meg Lustman 25 June 2024 3 years

Daniel O’Neill transitioned into a Non-Executive role effective 15 October 2023 having previously served as CEO and Executive Director of the Group

since 19 October 2021

Luke Kingsnorth notified the Board in March 2024 of his intention not to seek re-election to the Board at the Annual General Meeting in September

2024 and resigned on 25 June 2024

The Directors’ service agreements and letters of appointment are available for shareholders to view from the Group

Company Secretary on request.

Termination/change of control policy summary

It is appropriate for the Committee to consider treatments on a termination having regard to all of the relevant facts and

circumstances available at that time. This policy applies both to any negotiations linked to notice periods on a termination

and any treatments that the Committee may choose to apply under the discretions available to it under the terms of the

Annual Bonus Plan, DBP and PSP.

The Company is entitled to terminate the Executive Directors’ employment by payment of a cash sum in lieu of notice equal

to salary during what would otherwise have been the notice period. A payment in lieu of notice can, at the Company’s

discretion, be paid as a lump sum, or in equal monthly instalments, over the notice period. There is a mechanism in the service

agreement to reduce the instalments where the Executive Director commences alternative employment during the notice

period. The Company may also terminate the Executive Directors’ employment with immediate effect and with no liability

to make any further payments in certain prescribed circumstances (e.g. in the case of a serious or repeated breach of the

Executive Directors’ obligations).

The potential treatments for the various incentive arrangements if there is a termination of employment or a change of

control before the awards have vested are summarised in the table below:

Incentives

If a leaver is deemed to be a “good leaver”;

for example, leaving through injury, ill-health,

disability, redundancy, sale of business or

otherwise at the discretion of the Committee

If a leaver is

not a “good

leaver” Change in control

Annual

bonus

Bonuses remain payable on the normal payment

date and will be determined on such basis as

the Committee may decide, which can include

pro-rating for time. Bonuses are not subject to

deferral under the DBP.

Annual bonus

not generally

paid.

Payment is accelerated to the

date of the Change of Control.

The Committee has discretion

to determine the extent to which

performance targets are achieved

as at the Change of Control, or

can waive performance targets.

Bonuses are pro-rated for time

unless the Committee determines

otherwise. Bonuses are not subject

to deferral under the DBP.

DBP

Upon death, awards become exercisable on the

date of death. Awards are not normally subject

to pro-rating unless the Committee determines

otherwise.

For other “good leavers”, awards become

exercisable on the vesting date, unless the

Committee exercises discretion to allow them

to be exercisable from the cessation date.

Awards are not normally subject to pro-rating

unless the Committee determines otherwise.

All awards

will normally

lapse.

Awards vest in full.

Directors’ Remuneration Policy

Continued

98 Group plc Annual Report and Accounts 202498

Incentives

If a leaver is deemed to be a “good leaver”;

for example, leaving through injury, ill-health,

disability, redundancy, sale of business or

otherwise at the discretion of the Committee

If a leaver is

not a “good

leaver” Change in control

PSP

Upon death, awards become exercisable on the

date of death. If the date of death is during the

vesting period, the Committee would need to

determine the extent to which the performance

targets are achieved on such modified basis

as it may consider appropriate and the Awards

would be subject to pro-rating, unless the

Committee determines otherwise. If the date of

death is during the holding period, the Awards

are not normally subject to pro-rating, unless

the Committee determines otherwise.

For other “good leavers” during the vesting

period, awards become exercisable on the

vesting date (subject to performance), unless

the Committee exercises discretion to allow

them to be exercisable from the cessation date

(in which case the Committee would need to

determine the extent to which the performance

targets are achieved on such modified basis as

it may consider appropriate). The Awards would

be subject to pro-rating unless the Committee

determines otherwise.

For other “good leavers” during the holding

period, awards become exercisable on the

cessation date. The Awards are not normally

subject to pro-rating unless the Committee

determines otherwise.

All awards

will normally

lapse,

unless the

Committee

determines

otherwise,

in which

case the

Committee

has broad

discretion to

determine

the extent

to which the

Award can be

exercised and

the timing of

exercise.

Awards become exercisable on the

Change of Control. If the Change

of Control is during the vesting

period, the Committee would

need to determine the extent to

which the performance targets are

achieved on such modified basis

as it may consider appropriate and

the Awards would be subject to

pro-rating, unless the Committee

determines otherwise. If the

Change of Control is during the

holding period, the Awards are not

normally subject to pro-rating,

unless the Committee determines

otherwise.

All-

employee

plans

As per HMRC regulations. As per HMRC

regulations.

As per HMRC regulations.

The Company has the power to enter into settlement agreements with Directors and to pay compensation to settle potential

legal claims. In addition, and consistent with market practice, in the event of the termination of an Executive Director, the

Company may contribute towards that individual’s legal fees and fees for outplacement services as part of a negotiated

settlement. Any such fees will be disclosed as part of the detail of termination arrangements. For the avoidance of doubt,

the Policy does not include an explicit cap on the cost of termination payments.

External appointments

The Company’s Policy is to permit an Executive Director to serve as a Non-Executive Director elsewhere when this does not

conflict with the individual’s duties to the Company, and where an Executive Director takes such a role, they will be entitled

to retain any fees which they earn from that appointment (unless the Committee determines otherwise).

Statement of consideration of employment conditions elsewhere in the Group

Pay and employment conditions generally in the Group are considered when setting Executive Directors’ remuneration. The

Committee receives regular updates on overall pay and conditions in the Group, including (but not limited to) changes in

base pay and any staff bonus pools in operation.

Although the Committee has not, to date, formally consulted with employees on matters of remuneration policy, the

Committee will ensure there is appropriate liaison with the People and ESG Director to discuss any remuneration matters

that should be considered as part of its annual cycle. Employee engagement scores and other internal surveys will be

considered as appropriate.

99Group plc Annual Report and Accounts 2024 99

Governance Report

Statement of consideration of shareholder views

When determining Executives’ remuneration, the Committee considers views of shareholders and best practice guidelines

issued by institutional shareholder bodies. The Committee is always open to feedback from shareholders on remuneration

policy and arrangements, and commits to undergoing shareholder consultation in advance of any significant changes to

remuneration policy.

The Committee will continue to monitor trends and developments in corporate governance and market practice to ensure

that the structure of the Executive remuneration remains appropriate.

Illustrations of application of remuneration policy (£’000)

100%

Minimum

On target

Maximum

with growth

Minimum

On target

Maximum

with growth

58% 34% 30%

£413

28%

33% 28%

£713

14%

33% 28%

14%

£1,213

£1,413

100% 58% 34% 30%

£280

28%

33% 28%

£482

14%

33% 28%

14%

£820

£956

CFOCEO

Share price growthLong-term incentiveAnnual bonusFixed

The chart above aims to show how the Remuneration Policy for Executive Directors will be applied in FY25 using the

assumptions in the table below:

Minimum

• Consists of base salary, benefits and pension

• Base salary is the salary to be paid with effect from 1 April 2024

• Estimated value of a full year’s benefits.

• Pension measured as Company contributions (or cash in lieu) at 3% of salary

£’000 Base salary Benefits Pension Total fixed

Lee Tappenden - CEO £400,000 £1,000 £12,000 £413,000

Dan Walden - CFO £270,400 £1,000 £8,112 £279,512

Target

• Annual bonus: consists of an assumed payment of 50% of maximum opportunity

• Long-term incentives: consists of the threshold level of vesting (25% vesting) under the PSP

Maximum

• Based on the maximum remuneration receivable (excluding share price appreciation and

dividends)

• Annual bonus: consists of maximum bonus of 100% of base salary

• Long-term incentives: consists of the maximum level of vesting under the PSP of 100% of

base salary

Maximum with share

price growth

As per the maximum but with a 50% share price growth assumption for the PSP awards

Directors’ Remuneration Policy

Continued

100 Group plc Annual Report and Accounts 2024100

Annual Report on Remuneration

The Committee

The Remuneration Committee was established with effect from Admission. It was chaired by Luke Kingsnorth up to and

including 25 June 2024, when Luke stepped down from the Board, and Meg Lustman was appointed as Non-Executive

Director and Chair of the Remuneration Committee. The Committee’s other members are Greg Hodder and David Stead.

The Committee’s principal responsibilities are to:

• Recommend to the Board the over-arching principles, parameters and governance framework of the Group’s Remuneration

Policy;.

• Determine, within that framework, individual remuneration and benefits packages of each of the Chair, Executive Directors and

senior management; and

• Review the design of all share incentive plans for approval by the Board and, where required, shareholders.

The Chief Executive Officer is invited to attend meetings of the Committee, except when his own remuneration is being

discussed, and the Chief Financial Officer attends meetings by invitation as required. Greg Hodder takes no part in any

discussions relating to his own remuneration.

The Committee met twice during the year for scheduled meetings with four additional ad-hoc meetings completed, with all

members of the Committee present at these meetings.

The Committee has formal Terms of Reference which can be viewed on the Corporate Governance section of the Group’s

website www.procookgroup.co.uk.

Key activities during the year

During FY24, the Committee carried out the following activities:

• Agreeing the performance against the targets and pay-out for the FY23 annual bonus awards

• Agreeing Executive Director and senior management base salaries from 3 April 2023

• Setting the performance targets for the FY24 annual bonus

• Agreeing the award levels and appropriate targets for the 2023 PSP awards

• Overseeing the operation of the Group’s Save as You Earn scheme

• Reviewing the Committee Terms of Reference

• Agreeing remuneration packages for the incoming CEO and other new senior management roles

External adviser

FIT Remuneration Consultants LLP (“FIT”), signatories to the Remuneration Consultants Group’s Code of Conduct, were

appointed by the Committee following a competitive tender process and provide advice to the Committee on all matters

relating to remuneration, including best practice. FIT provided no other services to the Group and, accordingly, the

Committee was satisfied that the advice provided by FIT was objective and independent. FIT’s fees in respect of FY24 were

£13,328 (excluding VAT). FIT’s fees were charged on the basis of the firm’s standard terms of business for advice provided.

101Group plc Annual Report and Accounts 2024 101

Governance Report

Annual Report on Remuneration

Continued

Single total figure table (audited)

The remuneration for the Chair, Executive and Non-Executive Directors of the Group who performed qualifying services

during the financial year is detailed below. The Chair and Non-Executive Directors received no remuneration other than their

annual fee.

For the year ended 31 March 2024:

Director

Salary/

fees

£’000

Taxable

benefits

£’000

Pension

£’000

Bonus

£’000

Long-term

incentives

£’000

Total

fixed

remuneration

£’000

Total

variable

remuneration

£’000

Total

remuneration

£’000

Daniel O’Neill

185 11 5 – – 201 – 201

Lee Tappenden

215 9

– 42

– 224 42 266

Dan Walden 260 1 8 100 – 269 100 369

Greg Hodder 95 – – – – 95 – 95

David Stead 45 – – – – 45 – 45

Luke Kingsnorth 40 – – – – 40 – 40

Total 840 21 13 142 – 874 142 1,016

For the year ended 2 April 2023:

Director

Salary/

fees

£’000

Taxable

benefits

£’000

Pension

£’000

Bonus

£’000

Long-term

incentives

£’000

Total

fixed

remuneration

£’000

Total

variable

remuneration

£’000

Total

remuneration

£’000

Daniel O’Neill 219 11 7 – – 237 – 237

Steve Sanders

188 – 5 – – 194 – 194

Dan Walden 238 – 7 – – 245 – 245

Greg Hodder 108 – – – – 108 – 108

David Stead 50 – – – – 50 – 50

Gillian Davies

37 – – – – 37 – 37

Luke Kingsnorth 43 – – – – 43 – 43

Total 883 11 19 – – 914 – 914

Taxable benefits comprise life assurance and car allowance

Transitioned from CEO Executive Director role to NED role on 15 October 2023

Appointed 19 September 2023

Taxable benefits includes a one-off £8k contribution to relocation expenses

Bonus includes a £42k payment in respect of the buy-out of awards forfeited on joining ProCook

Salary/ Fees were subject to a temporary reduction between October 2022 and April 2023

Stepped-down from the Board on 14 December 2022

Further information on the FY24 annual bonus (audited)

In FY24, the annual bonus financial and strategic metrics related to performance against financial targets for 90% of

the award (revenue, underlying profit before tax and free cash flow) with 10% of the award being based on colleague

engagement. The threshold for pay-out of any award was set at a minimum underlying profit before tax of £2.5m.

Specifically, the targets were as follows:

£m Threshold Target Maximum Actual

Pay-out

(% of max)

Revenue (30% of award) £67.1m £70.5m £73.8m £62.6m 0%

Underlying profit before tax (30% of award) £2.5m £3.8m £5.1m £1.0m 0%

Free cash flow (30% of award) £4.4m £6.6m £8.8m £2.0m 0%

Colleague engagement score (10% of award) 70% 75% 80% 66% 0%

102 Group plc Annual Report and Accounts 2024102

In light of the changes occurring at the Group during the year, both within the Leadership Team and at an operational level, an

additional element based on personal performance was incorporated in the annual bonus for the CFO. The Remuneration

Committee concluded that this element should pay out in full due to the excellent performance during the year, including the

exceptional support provided during the CEO transition and additional responsibilities and functional leadership duties assumed

by the CFO during the year including but not limited to logistics, purchasing and quality assurance, property, and social marketing.

This resulted in the Remuneration Committee approving an award of £100,000 (38.5% of salary) to the CFO).

Share awards vesting in respect of FY24

Long-term incentives for Executive Directors issued in November 2021 under the Performance Share Plan are due to vest in

November 2024, however these awards are expected to lapse as the attached performance conditions have not been achieved.

Threshold Maximum Actual

Pay-out

(% of max)

Cumulative Underlying PBT for the 3 years ending FY24

(100% of award) £36m £44m

Below

threshold 0%

Statement of Directors’ shareholding and share interests (audited)

The table below details for each Director, the total number of Directors’ interests in shares as at 31 March 2024:

Director

Beneficially

owned

2 April

2023

Beneficially

owned

31 March

2024

Vested but

unexercised

awards

Unvested

DBP

Unvested

PSP

Unvested

ESP

Share-

holding

Guideline

(% of

salary)

Share-

holding

Guideline

met?

Daniel O’Neill 38,736,902 38,846,902 – – 473,933 – – n/a

Lee Tappenden – 228,799 – – 1,623,815 – 200% No

Dan Walden 50,000 50,000 – – 1,992,724 862,068 200% No

Greg Hodder 39,137 39,137 – – – – – n/a

David Stead 34,482 34,482 – – – – – n/a

Luke Kingsnorth 10,344 10,344 – – – – – n/a

The beneficial shareholdings set out above include those held by Directors and their respective connected persons as at 31 March 2024

Performance-based share awards granted as nil cost options

Options subject to continued service

Shareholding guidelines for Executive Directors are 200% of salary. The value of the shares has been calculated using the closing ProCook Group

plc share price as at 31 March 2024, which was 27p. Executive Directors will be required to retain all shares that vest, net of any tax liability under the

DBP and PSP until the guideline is met

PSP awards granted in FY24

The following awards were granted as nil-cost options under the PSP in FY24:

Director Date of grant

Basis of

award (%

salary) Share price

Number

of shares

Face value

of award Exercise period

Lee Tappenden 19 September 2023 100% 24.6p 1,623,815 £400,000 September 2028

to September 2033

Dan Walden 6 September 2023 100% 24.6p 1,055,480 £260,000 September 2028

to September 2033

Based on the share price of 24.63p being the average mid-market closing share price on three working days prior to award grant

103Group plc Annual Report and Accounts 2024 103

Governance Report

Annual Report on Remuneration

Continued

The performance conditions, applying to the awards made in September 2023 relate to Earnings Per Share (EPS). More

specifically:

Adjusted EPS for FY26 financial year Portion of award vesting

Above 5p 100%

Between 4p and 5p Pro rata on straight-line between 50% and 100%

4p 50%

Between 3p and 4p Pro rata on straight-line between 25% and 50%

3p 25%

Below 3p 0%

DBP awards granted in FY24

No DBP awards were granted during the year.

Outstanding share plan awards

Details of all outstanding share awards made to Executive Directors are set out below:

Executive

Award

type

Exercise

price

(p)

Grant

date

Interest

2 April

2023

Awards

granted

in the

year

Awards

lapsed

in the

year

Awards

exercised

in the year

Interest at

31 March

2024

Exercise

period Notes

Daniel O’Neill PSP 0 12/11/21 206,896 – (206,896) – – Nov 26 – Nov 31 1

PSP 0 08/08/22 710,900 – (236,967) – 473,933 Aug 27 – Aug 32 2

Lee

Tappenden PSP 0 19/09/23 – 1,623,815 – – 1,623,815 Sep 28 – Sep 33 3

Dan Walden PSP 0 12/11/21 344,827 – – – 344,827 Nov 26 – Nov 31 1

PSP 0 08/08/22 592,417 – – – 592,417 Aug 27 – Aug 32 2

PSP 0 19/09/23 – 1,055,480 – – 1,055,480 Sep 28 – Sep 33 3

IPO ESP 0 12/11/21 172,413 – – – 172,413 Nov 24 – Nov 31 4

IPO ESP 145 12/11/21 689,655 – – – 689,655 Nov 24 – Nov 31 4

Notes:

See “PSP Awards Granted in FY22” section in the 2022 Directors’ Remuneration Report

See “PSP Awards Granted in FY23” section in the 2023 Directors’ Remuneration Report

See “PSP Awards Granted in FY24” section above

See “IPO ESP Awards Granted in FY22” section in the 2022 Directors’ Remuneration Report

During the year ended 31 March 2024, the highest mid-market price of the Company’s shares was 34p and the lowest mid-

market price was 18p. At 31 March 2024, the share price was 27p.

The aggregate gains by all Directors during FY24 was £nil.

Payments to past Directors and in respect of loss of office (audited)

Daniel O’Neill transitioned to a Non-Executive Director role on 15 October 2023. He received his salary, pension entitlement

and contractual benefits as usual up until the 15 October 2023 after which he is entitled to a fee of £50,000 per annum for

his Non-Executive role. Daniel did not receive a payment for loss of office. The Committee determined that Daniel O’Neill

should be treated as a good leaver for the purposes of his awards under the PSP based on his service to the Group. His

outstanding awards will continue and vest on the original timescales with the PSP awards remaining subject to the original

performance conditions and being pro-rated for time such that one-third of his 2022 PSP award would lapse. Given the

impending transition to his Non-Executive role Daniel was not granted any options under the 2023 PSP award.

104 Group plc Annual Report and Accounts 2024104

Performance graph and CEO remuneration table (unaudited)

The following graph shows the Total Shareholder Return (“TSR”) performance of an investment of £100 in ProCook Group

plc’s shares from its listing in November 2021 to 31 March 2024, compared with a £100 investment in the FTSE SmallCap

Index over the same period. The FTSE SmallCap Index was chosen as a comparator because it represents a broad equity

market index of similar-sized companies.

ProCook FTSE SmallCap

10 November

2021

3 April

2022

2 April

2023

31 March

2024

100

120

Source: Datastream (a Reﬁnitiv product)

The table below details certain elements of the CEO’s remuneration over the same period as presented in the TSR

Index graph.

Year CEO

Single figure of total

remuneration (£’000)

Annual Bonus pay-out

against maximum %

Long-term incentive vesting rates

against maximum opportunity %

FY24 Lee Tappenden

266 0% n/a

FY24 Daniel O’Neill

201 0% 0%

FY23 Daniel O’Neill 237 0% n/a

FY22 Daniel O’Neill 129 0% n/a

Lee Tappenden was appointed CEO on 19 September 2023, with Daniel O’Neill transitioning to a Non-Executive Director role following a transition

period on 15 October 2023

Annual change in Directors’ remuneration compared with other employees

The table below presents the year-on-year percentage change in remuneration for each Director and all employees of

the Group.

Name

% Change from FY23 to FY24

Salary/Fee Annual Bonus Taxable Benefits

Daniel O’Neill

0.0% n/a n/a

Lee Tappenden

n/a n/a n/a

Dan Walden 4.0% n/a n/a

Greg Hodder 0.0% - -

David Stead 0.0% - -

Luke Kingsnorth 0.0% - -

All employees 8.3% n/a n/a

Lee Tappenden was appointed CEO on 19 September 2023, with Daniel O’Neill transitioning to a Non-Executive Director role following a transition

period on 15 October 2023.

105Group plc Annual Report and Accounts 2024 105

Governance Report

CEO to employee pay ratio

The table below shows the CEO to employee pay ratio.

Year Method

25th percentile

pay ratio

Median

pay ratio

75th percentile

pay ratio

FY24 Option A 18.0: 1 17.2:1 14.3 : 1

FY23 Option A 11.5 : 1 10.8 : 1 8.3 : 1

FY22 Option A 6.2 : 1 5.7 : 1 4.6 : 1

Notes to the CEO to employee pay ratio:

1. Option A takes into consideration the full-time equivalent  basis of all employees and provides a representative result of

employee pay conditions across the Group.

2. The ratios shown are representative of the FTE 25th percentile, median and 75th percentile pay for UK employees within the

Group during the financial year. Full year pay data each financial year shown has been used to calculate the ratios.

3. The pay for part-time employees has been grossed-up to one FTE employee.

4. The Committee has reviewed the employee data and believes the median pay ratio to be consistent with the pay, reward and

progression policies for the Group’s employees over the period.

5. The CEO’s pay is based on the single figure of remuneration. As required by the regulations, due to the change of

CEO during the year, the CEO single figure used to determine the FY24 pay ratios is based on the sum of the relevant

proportions of total single figures of remuneration for Daniel O’Neill and Lee Tappenden for the relevant period where

they undertook the role of CEO. This gives a total of £414,578 (which includes Lee Tappenden’s buyout award).The total

pay and benefits and the salary component of total pay and benefits for the employee at each of the 25th percentile, the

median and the 75th percentile are shown below:

Year

Salary £’000 Total pay and benefits £’000

25th

percentile Median

75th

percentile

25th

percentile Median

75th

percentile

FY24 22.7 23.0 27.4 23.0 24.1 29.0

Relative importance of spend on pay (unaudited)

The table below details the spend on total employee pay in FY24 as detailed in Note 7 of the Financial Statements,

compared with distributions to shareholders by way of dividend, share buybacks or any other significant distributions or

payments.

£’m

52 weeks ended

31 March 2024

52 weeks ended

2 April 2023

Total gross employee pay 14.7 14.4

Dividends/share buybacks - 0.3

Statement of shareholding voting

The following table shows the results of the binding Remuneration Policy vote at the 20 September 2022 AGM and the

advisory Directors’ Remuneration Report vote at the 19 September 2023 AGM.

(Binding Vote – 20 September 2022)

Approval of the Directors’

Remuneration Policy

(Advisory Vote – 19 September 2023)

Annual Report on Remuneration

Total number

of votes % of votes cast

Total number

of votes % of votes cast

For (including discretionary) 96,065,973 99.986% 81,637,556 99.977%

Against 13,567 0.040% 17,225 0.021%

Votes withheld 3,564 – 1,968 0.002%

Annual Report on Remuneration

Continued

106 Group plc Annual Report and Accounts 2024106

Implementation of policy for FY25 (unaudited information)

Base salary

Base salaries for FY25 are as follows: £400,000 for Lee Tappenden (FY24: £400,000) and £270,400 for Dan Walden (FY24:

£260,000).

Pension

Maximum contribution rates for Executive Directors are 3% of salary. This rate is aligned with the general workforce rate.

Benefits

Details of the benefits received by Executive Directors are set out in the Single Total Figure Table on page 102. There is no

intention to introduce additional benefits in FY25.

Annual bonus

The annual bonus opportunity for FY25 will be structured in a broadly similar manner to FY24. The maximum bonus will be

100% of salary and will be payable based on 30% underlying profit before tax performance, 30% revenue, 30% operating

cash flow and 10% colleague engagement score.

These targets are set in light of internal and external forecasts and will require significant outperformance to generate higher

levels of pay-out.

Given the competitive nature of the Group’s sector, the specific performance targets for FY25 are considered to be

commercially sensitive and, accordingly, are not disclosed at this time, although the targets will be disclosed in next year’s

report in relation to the bonus outturn.

Long-term incentives

Awards are expected to be made under the PSP in 2024 to the Executive Directors. The structure of the awards is being

finalised and details will be included in the RNS announcing the awards at the time of their grant.

Chair and Non-Executive Directors’ fees

The fees of the Chair and Non-Executive Directors for FY25 will remain in line with the reduced fees which were implemented

from October 2022 onwards as outlined in the Chair’s Remuneration Committee Report, for a further year, before returning

to their previous levels in FY26 onwards.

Greg Hodder will, therefore, receive a fee of £95,000 as Chair for FY25. Daniel O’Neill will receive a fee of £50,000 as

Deputy Chair for FY25.

The other Independent Non-Executive Directors each receive a fee for FY25 of £35,000 with an additional fee of £5,000

for each of the Chair of the Audit and Risk Committee and Chair of the Remuneration Committee and an additional fee of

£5,000 for the Senior Independent Director.

107Group plc Annual Report and Accounts 2024 107

Governance Report

Directors’ report

This report contains the additional information the Directors are required to include in

the Annual Report and Accounts in accordance with the Companies Act 2006 and the

Listing Rules.

Disclosures required under Listing Rule 9.8.4R

The information required to be disclosed under Listing Rule 9.8.4R, where applicable to the Group, can be found in this

Annual Report and Accounts at the references provided below:

Listing Rule requirement Annual Report location

Interest capitalised Not applicable

Publication of unaudited financial information Not applicable

Details of long-term incentive schemes Pages 103 to 104

Waiver of emoluments by a Director Not applicable

Waiver of future emoluments by a Director Not applicable

Non-pre-emptive issues of equity for cash Not applicable

Non-pre-emptive issues of equity for cash by a major subsidiary Not applicable

Parent participation in a placing by a listed subsidiary Not applicable

Contracts of significance Not applicable

Provision of services by a controlling shareholder Page 111

Dividend waivers Page 143

Agreements with controlling shareholders Page 111

Results and dividends

The Group’s underlying profit after

tax for the year ended 31 March 2024

was £1.0m; details are shown in the

Consolidated Income Statement

on page 122. The Directors are not

recommending a final dividend for

shareholder approval at the 2024

Annual General Meeting.

Directors

The Directors who held office during

the year and up to the date of the

signing of this report (unless otherwise

indicated) are:

• Greg Hodder

• Daniel O’Neill

• Lee Tappenden (appointed 19

September 2023)

• Dan Walden

• David Stead

• Luke Kingsnorth (resigned 25

June 2024)

• Meg Lustman (appointed 25

June 2024)

Biographies for the current Directors

are set out on pages 70 to 71.

Information on the Directors’

remuneration, employee share

schemes and service contracts are

set out in the Directors’ Remuneration

Policy on pages 90 to 100.

Appointment and

replacement of Directors

The rules about the appointment

and replacement of Directors

are contained in the Company’s

Articles of Association (‘Articles’).

They  provide that the Directors may

be appointed by ordinary resolution

of the shareholders or by the Board.

Directors appointed by the Board

may only hold office until the next

AGM of the Company and then

shall be eligible for  election. The

Company may remove a Director

by ordinary resolution where

special notice has been given and

the  necessary statutory procedures

are complied with. In line with best

practice corporate governance, all

Directors  (with the exception of Luke

Kingsnorth who has given notice of his

intention to step down from the Board)

will seek re-election at the 2024 AGM.

Re-election

In accordance with the Code and

Articles, all Directors are subject to

annual re-election by the shareholders

at the AGM.

Time commitment

Each Director’s other commitments

are disclosed and, in the case of

significant appointments, approved

by the Board in advance. The Board

reviews a schedule of Directors’

interests at each Board meeting.

The Board is satisfied that the other

commitments of the Chair and the

independent NEDs do not prevent

them from devoting sufficient time

to the Group. The Executive Directors

work solely for the Group and do

not hold any significant external

directorships.

Access to advice

All Directors have access to the

advice and services of the Company

Secretary, who is responsible for

advising the Board on corporate

governance matters. The Directors are

able to take independent, professional

advice to assist them, if necessary, at

the Company’s expense.

108 Group plc Annual Report and Accounts 2024108

Powers of Directors

The general powers of the Directors

are set out in article 128 of the

Company’s Articles. This article

provides that the business of the

Company shall be managed by the

Directors, who may exercise all the

powers of the Company, subject to

any limitations imposed by applicable

legislation, the Articles and any

directions given by special resolution

of the shareholders of the Company.

Compensation for loss of

office

The Company does not have

arrangements with any Director that

would provide compensation for loss

of office or employment resulting from

a takeover.

Future developments

In accordance with s414C(11) of the

Companies Act 2006, the Group has

disclosed information about future

developments within the Strategic

Report on pages 2 to 65.

Additionally, this Directors’ Report,

Strategic Report and the Financial

Statements contain certain forward-

looking statements with respect to the

financial condition, performance and

business of the Group. All forward-

looking statements involve risk and

uncertainty because they relate to

events and circumstances that may

or may not occur in the future. There

are a number of factors that could

cause actual outcomes to differ

from those expressed or implied by

any forward-looking statements.

Nothing in this Governance Report, or

Strategic Report or in these Financial

Statements should be construed as a

profit forecast.

Corporate governance

A report on corporate governance and

the Company’s compliance with the

UK Corporate Governance Code is set

out on page 67 and forms part of this

report by reference.

Post balance sheet events

On 19 April 2024, the Group executed

its agreement with HSBC to extend

and amend its existing Revolving

Credit Facility agreement, taking

the expiry date out an additional

twelve months to April 2026, and

amending the terms in respect of the

fixed charge covenant. The revised

covenant test requires EBITDAR to

be no less than 1.30x fixed charges

for the FY24 Q4 and FY25 Q1 and

Q2 test dates, and 1.40x thereafter.

The leverage covenant remains

unchanged.

Research and

Development

R&D expenditure for the year was £nil

(FY23: £nil).

Asset values

Property, plant and equipment

is  disclosed in Note 15 of the

Consolidated Financial Statements.

The Directors do not believe there is

any material difference between the

carrying value and market value.

Financial instruments

An analysis of the Group’s financial

instruments, risk management

objectives and its exposure to credit

and liquidity risk are disclosed in Note

25 of the Consolidated Financial

Statements.

Global operations

The Group’s Store Support Centre,

accounting, domestic sales and

support functions are based in the UK.

The Group has 58 stores nationwide as

at the date of this Annual Report.

Political donations

No political donations were made and

no political expenditure was incurred

during the year.

Charitable donations

Charitable donations of £40k were

made during the year.

Stakeholder engagement

Information relating to how the

Directors have engaged with

employees and other stakeholders,

and had regard to the Group’s

relationships with suppliers,

communities and customers when

taking key decisions, are set out in

the Strategic Report on pages 2 to

65. Our s172(1) Companies Act 2006

statement can be found on page 8.

Colleague involvement

The Group is committed to colleague

involvement in the activities and

development of our business.

Colleagues are kept informed through

regular newsletters and town hall

events, and their feedback is sought

through surveys and the Colleague

Advisory Panel.

Engaging with stakeholders –

pages 8 to 9

Sustainability: Our People –

pages 23 to 27

Colleague advisory panel -

page 76

Share incentive schemes in which

employees participate are described

in the Annual Report on Remuneration

on pages 101 to 107 and in the

Consolidated Financial Statements.

The Company operates an all-

employee SAYE scheme, and also

issued shares to qualifying colleagues

on IPO.

Equal opportunities

The Group is committed to providing

equal opportunities for all existing

and potential colleagues, and has

established policies and procedures

around diversity, inclusivity and

equality.

Diversity, equality and

inclusion policy: see www.

procookgroup.co.uk

Non-financial information

and sustainability statement –

pages 43

Sustainability: Our people –

pages 23 to 27

Employees with

disabilities

The Group is committed to providing

equal opportunities for all, including

existing and potential colleagues

with health conditions, visible and

non-visible, who meet the criteria to

perform the duties required of a role.

Where required, ProCook adjusts

working environments or provides

other flexible means of working to

support colleagues.

109Group plc Annual Report and Accounts 2024 109

Governance Report

Directors’ report

Continued

Greenhouse gas emissions

The information set out below is that required by the Companies Act 2006 (Strategic Report and Directors’ Report)

Regulations 2013 and Companies (Directors’ Report and Limited Liability Partnerships (Energy and Carbon Report))

Regulations 2018.

Greenhouse Gas emissions (tCO

  FY19 FY20 FY21 FY22 FY23 FY24

Scope 1 – Direct emissions from gas and fuel 564.3 575.4 177.7 90.6 70.2 9.8

Scope 2 – Indirect emissions from electricity 432.6 440.2 252.0 357.1 299.7 421.0

Total Scope 1 and 2 GHG emissions 996.9 1,015.6 429.7 447.7 369.9 430.8

Revenue £m 27.8 38.9 53.4 69.2 62.3 62.6

emissions intensity (tCO

/ £1m revenue) 35.9 26.1 8.0 6.5 5.9 6.9

The reduction in direct emissions (Scope 1) in FY24 is due to the Group’s continued focus on energy reduction initiatives

and transition towards non-gaseous green energy supply and the adoption of electric vehicles. Indirect emissions from

electricity consumption increased in FY24 as our property estate grew including the overlapping use of the two pre-existing

distribution centres and the Group’s new Store Support Centre (which itself is larger than the previous two combined).

Streamlined Energy and Carbon Reporting (“SECR”)

Energy (Gigawatt hours)

FY19 FY20 FY21 FY22 FY23 FY24

Electricity 1.7 1.7 1.1 1.7 1.5 2.1

Gas 0.3 0.3 0.1 0.1 – –

Fuel 2.2 2.2 0.7 0.3 0.3 –

Total 4.1 4.1 1.8 2.1 1.8 2.1

Revenue £m 27.8 38.9 53.4 69.2 62.3 62.6

Gigawatt hours/ £1m revenue 0.15 0.11 0.03 0.03 0.03 0.03

The analysis presented above reflects the Group’s operations in the UK. Operations in the EU in previous financial periods were through a third-party

provider. The location-based methodology has been adopted by the Group

Consumption of energy increased by +16.7% to 2.1 Gigawatt hours during FY24 driven by the factors set out above relating

to our larger property estate.

Directors’ interests and share  options

During the year ended 31 March 2024, no Director had  an interest in any significant third-party contract between the

Company or any of its subsidiaries. Directors’ shareholdings are disclosed in the Annual Report on Remuneration on pages

101 to 107. Details of Directors’ share options are set out in Note 27 of the Consolidated Financial Statements.

Directors’ conflicts of interest

In accordance with the Companies Act 2006 and the Articles, the Company has arrangements in place  to consider and,

where appropriate, authorise any Directors’ direct or indirect interests, which may conflict with those of the Company.

Authorisation is only effective where the matter is put to a vote, excluding the Director who is subject to the conflict

authorisation. If a Director becomes aware that they or a connected party have an interest in an existing or proposed

transaction with the Company, they should notify the Company Secretary as soon as possible. Directors have a continuing

obligation to update any changes to potential conflicts and the Board formally reviews any such conflicts periodically.

A  register of conflicts or potential conflicts is maintained by the Company Secretary and is available to all Directors.

Directors’ liability and indemnity  insurance

The Group maintains Directors’ and Officers’ liability insurance, which gives appropriate cover for legal action brought

against its Directors. In addition, third-party qualifying indemnity provisions (as defined in s234 of the Act) for its Directors

and Officers were in force during the year ended 31 March 2024 and remain in force. There were no qualifying pension

scheme indemnity provisions.

Articles of Association

A copy of the Articles of Association can be obtained from the Company’s registered office and is also available on the

Group’s website and the Companies House website. The Articles may only be amended by special resolution of the

shareholders.

110 Group plc Annual Report and Accounts 2024110

Share capital and waiver of pre-emption rights

The Company has one class of share in issue. The rights attached to each share are identical and each share carries equal

rights to dividends, return of capital on the winding up of the Company and one vote at general  meetings of the Company.

There are no securities carrying special rights. There are no restrictions on the transfer of shares in the Company (other than

following a  service of notice under s793 of the  Act) and there are no restrictions on  any voting rights or deadlines, other than

those prescribed by law.

As at 31 March 2024, the Company had 108,956,624 fully paid ordinary shares of 1p each in issue, which are traded on the

London Stock Exchange. Details of the share capital at 31 March 2024 are disclosed in note 7 of the Company Financial

Statements.

Authority for the Company to purchase its own shares

In line with the approval granted in the 2023 AGM, a new resolution will be proposed at the  2024 AGM that the Company

be  authorised to purchase up to approximately 10% of its ordinary shares at the Directors’ discretion. If  the resolution is

passed, the authority will lapse at the conclusion of the 2025 AGM or, if earlier, 15 months from the date of the resolution

being passed.

Substantial shareholdings

At 31 March 2024 the Company had been notified of the following disclosable interests of 3% or more in the Company’s

ordinary share capital:

As at 31 March 2024

Shareholder

No. of

shares held

% voting

rights

Michael O’Neill 36,257,024 33.28

Daniel O’Neill 16,648,725 15.28

Sarah O’Neill 14,798,785 13.58

Fackelmann GmbH + Co. KG 14,548,944 13.35

Daniel O’Neill and Sarah O’Neill as trustees of the

O’Neill 2021 Discretionary Settlement 7,399,392 6.79

Canaccord Genuity Wealth Limited 4,210,344 3.86

Between the period year-end date and 21 June 2024 (being the latest practicable date prior to the date of this report), the

Company had not been notified of and changes in substantial shareholdings.

Provision of services by substantial  shareholders

Daniel O’Neill is the Company’s Deputy Chair and Founder and holds a Non-Executive Director position on the Board. Daniel

has a beneficial interest in 36.02% of the Company’s issued share capital. This includes shares held by Sarah O’Neill, and by

Daniel O’Neill and Sarah O’Neill as trustees of the O’Neill 2021 Discretionary Settlement.

Significant agreements

Daniel O’Neill, Sarah O’Neill, Michael O’Neill, Richard O’Neill, and Daniel and Sarah O’Neill as trustees of the O’Neill 2021

Discretionary Settlement (together, the “Controlling Shareholders”) collectively exercise or control 69.30% of the

Company’s voting rights. The Company has entered into a Relationship Agreement with the Controlling Shareholders

to ensure that the Company is managed for the benefit of its shareholders as a whole and (save in respect of any duties,

responsibilities and actions of Daniel O’Neill as a Non-Executive Director of the Company) independently of the Controlling

Shareholders, and that the principle of equality of treatment of shareholders set out in Premium Listing Principle 5 of Listing

Rule 7.2.1AR is upheld and maintained. The agreement also ensures that all transactions, agreements and arrangements

between the Company and any of the Controlling Shareholders is on an arm’s length basis and on normal commercial terms.

Both the Company and the Controlling Shareholders have complied with these provisions. The agreement remains in place

until the Controlling Shareholders cease to exercise or control 20% or more in aggregate of the total voting rights of the

Company. The agreement would also automatically terminate were the Company to cease to be listed on the premium

segment of the Official List and admitted to trading on the main market of the London Stock Exchange.

Change of control

Change of control provisions are included in the Group’s banking agreements. Should a change of control event occur, the

Group’s revolving credit facility would be subject to immediate cancellation and the bank may call for immediate repayment

of any balance outstanding.

111Group plc Annual Report and Accounts 2024 111

Governance Report

Directors’ report

Continued

Viability statement

The Board has undertaken a comprehensive review and

assessment of long-term viability over the period to 28

March 2027 including the Group’s financial projections,

debt servicing requirements, available facility headroom

and liquidity, and its principal risks and uncertainties. In the

base case and downside scenarios, which the Directors

have reviewed, the Group remains comfortably within

its available facility headroom, and no facility covenants

would be breached. However, the Directors recognise

that under the severe but plausible downside scenario, the

Group could breach its leverage covenant unless mitigating

actions were to be successfully applied sufficiently in

advance to prevent such a breach, or were it to agree a

covenant waiver, new banking terms, or alternative funding

arrangements, none of which can be guaranteed. The

Directors, therefore, acknowledge that this potential

breach represents a material uncertainty which may cast

significant doubt over the Group’s long-term viability.

The Directors consider the likelihood of such a severe

downside scenario materialising to be low and recognise

the range of mitigating actions available to the Group to

prevent a breach occurring. The Directors note the positive

and long-standing relationship which the Group has with

its banking partner HSBC and consider that it is reasonably

likely that the Trade Finance facility will be renewed in

August 2024. The Directors, therefore, have a reasonable

expectation that the Group has adequate resources to

continue in operational existence and meet its liabilities as

they fall due over across all three years of the period under

review.

Assessing long-term viability – pages 64 to 65

Directors’ statement regarding

disclosure of information to the  Auditor

The Directors confirm that, so far as  they are each aware,

there is no relevant audit information of which the Group’s

Auditor is unaware. The  Directors also confirm that they  have

taken all reasonable steps to make themselves aware of any

relevant audit information and to establish that the Group’s

Auditor is  aware of that information.

Appointment of Auditor

On the recommendation of the Audit  and Risk Committee,

resolutions will be  proposed at the 2024 AGM to re-appoint

Forvis Mazars LLP as Auditor of the Company and Group

and to authorise the Audit  and Risk Committee to set the

Auditor’s  remuneration.

Annual General Meeting

The Company’s AGM will be held on 11 September 2024.

Details of the resolutions to be proposed at the AGM are

set out in the Notice of Meeting, which is provided to all

shareholders.

The Directors’ Report was approved  by the Board of

Directors  on 25 June 2024 and signed on its behalf by:

Dan Walden

Chief Financial Officer

112 Group plc Annual Report and Accounts 2024112

Statement of Directors’

Responsibilities

The Directors are responsible for preparing the Annual

Report and the Group and Parent Company Financial

Statements in accordance with applicable law and

regulations.

Company law requires the Directors to prepare Group and

Parent Company Financial Statements for each financial

year. Under that law they are required to prepare the Group

Financial Statements in accordance with UK-adopted

international accounting standards in conformity with the

requirements of the Companies Act 2006 and applicable

law. In  addition, the Group consolidated Financial

Statements are required under the UK Disclosure Guidance

and Transparency Rules to  be prepared in accordance with

UK-adopted International Financial Reporting Standards as

issued by the International Accounting Standards Board.

Under company law, the Directors must not approve the

Financial Statements unless they are satisfied that they give

a true and fair view of the state of affairs of the Group and

Parent Company and of the Group’s profit or loss for that

period. In  preparing each of the Group and  Parent Company

Financial Statements, the Directors are required to:

• Select suitable accounting policies and then apply them

consistently

• Make judgements and estimates that are reasonable,

relevant and reliable

• State whether they have been prepared in accordance

with international accounting standards in conformity

with the requirements of the Companies Act 2006, and as

regards the Group financial statements, the UK-adopted

International Financial Reporting Standards as issued by the

International Accounting Standards Board

• Assess the Group and Parent Company’s ability to continue

as  a  going concern, disclosing, as  applicable, matters

related to  going concern

• Use the going concern basis of accounting unless they

either intend to liquidate the Group or the Parent Company

or to cease operations or have no realistic alternative but

to do so

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and explain

the Parent Company’s transactions and disclose with

reasonable accuracy at any time the financial position of

the Parent Company and enable them to ensure that its

Financial Statements comply with the Companies Act 2006.

They  are responsible for such internal control as they

determine is necessary to enable the preparation

of financial statements that are free from material

misstatement, whether due to fraud or error, and have

general responsibility for taking such steps as are

reasonably open to them to safeguard the assets of

the Group and to prevent and detect fraud and other

irregularities. Under applicable law and regulations, the

Directors are also responsible for preparing a Strategic

Report, Directors’ Report, Directors’ Remuneration Report

and Corporate Governance Statement, which comply with

that law and those regulations.

The Directors are responsible for the maintenance and

integrity of the corporate and financial information included

on the Group’s website. Legislation in the UK governing the

preparation and dissemination of financial statements may

differ from legislation in other jurisdictions.

Responsibility statement of the Directors in respect of the Annual Financial Report

We confirm that to the best of our knowledge:

• The Group Consolidated Financial Statements have been prepared in accordance with the requirements of the Companies

Act 2006 and the UK-adopted International Financial Reporting Standards, and give a true and fair view of the assets, liabilities,

financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

• The Parent Company Financial Statements have been prepared in accordance with the requirements of the Companies Act

2006 and the financial reporting standards applicable in the UK and Republic of Ireland (FRS 102), and give a true and fair view of

the assets, liabilities, and financial position of the Company; and

• The Strategic Report includes a fair review of the development and performance of the business and the position of the issuer

and the undertakings included in the consolidation, taken as a whole, together with a description of the principal risks and

uncertainties that they face.

• We consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the

information necessary for shareholders to assess the Group’s position and performance, business model and strategy.

The Statement of Directors’ Responsibilities was approved  by the Board of Directors  on 25 June 2024 and signed on its

behalf by:

Lee Tappenden Dan Walden

Chief Executive Officer Chief Financial Officer

113Group plc Annual Report and Accounts 2024 113

Governance Report

Opinion

We have audited the financial statements of ProCook Group

plc (the ‘parent company’) and its subsidiaries (the ‘group’)

for the 52 weeks to 31 March 2024 which comprise the

consolidated income statement, consolidated statement

of financial position, consolidated statement of cash

flows and consolidated statement of changes in equity,

parent company statement of financial position and parent

company statement of changes in equity and notes to the

financial statements, including material accounting policy

information.

The financial reporting framework that has been applied

in the preparation of the Group financial statements is

applicable law and UK-adopted international accounting

standards (‘IFRS’).

The financial reporting framework that has been applied in

the preparation of the parent company financial statements

is applicable law and United Kingdom Accounting

Standards, including FRS 102 “The Financial Reporting

Standard applicable in the UK and Republic or Ireland”

(United Kingdom Generally Accepted Accounting Practice),

as applied in accordance with the provisions of the

Companies Act 2006.

In our opinion, the financial statements:

• give a true and fair view of the state of the group’s and of

the parent company’s affairs as at 31 March 2024 and of the

group’s profit for the period then ended;

• have been properly prepared in accordance with UK-

adopted international accounting standards and, as regards

the parent company financial statements;

• the group financial statements have been prepared in

accordance with the requirements of the Companies Act

2006; and

• the parent company financial statements have been

properly prepared in accordance with United Kingdom

Generally Accepted Accounting Practice, as applied in

accordance with the provisions of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further

described in the “Auditor’s responsibilities for the audit

of the financial statements” section of our report. We are

independent of the group and the parent company in

accordance with the ethical requirements that are relevant

to our audit of the financial statements in the UK, including

the FRC’s Ethical Standard as applied to listed entities and

public interest entities and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going

concern

We draw attention to page 126 in the financial statements,

which indicates that under a severe but plausible downside

scenario the Group is likely to breach its leverage covenant

unless mitigating actions can be applied sufficiently in

advance to prevent such a breach. A covenant breach may

require agreement of a covenant waiver, new banking terms

or alternative funding arrangements that are not solely

executable within the ability and discretion of the Directors.

As a result, the Directors acknowledge that this potential

breach represents a material uncertainty which may cast

significant doubt on the group’s and the parent company’s

ability to continue as a going concern.

As stated in page 128, these events or conditions, along

with the other matters as set forth in this note to the financial

statements, indicate that a material uncertainty exists that

may cast significant doubt on the group’s and the parent

company’s ability to continue as a going concern. Our

opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that

the directors’ use of the going concern basis of accounting

in the preparation of the financial statements is appropriate.

114 Group plc Annual Report and Accounts 2024114

Independent auditor’s report

to the members of ProCook Group plc

Our evaluation of the directors’ assessment of the group’s

and the parent company’s ability to continue to adopt the

going concern basis of accounting included, but was not

limited to:

• Undertook an initial assessment at the planning stage of

the audit to identify events or conditions that may cast

significant doubt on the group’s and the parent company’s

ability to continue as a going concern;

• Obtained an understanding of the relevant controls relating

to the directors’ going concern assessment;

• Made enquiries of the directors to understand the period

of assessment considered by them, the assumptions they

considered and the implication of those when assessing

the group’s and the parent company’s future financial

performance;

• Challenged the appropriateness of the directors’ key

assumptions in the cash flow forecasts, as described

on page 127, by reviewing supporting and contradictory

evidence in relation to these key assumptions and assessing

the directors’ consideration of severe but plausible

scenarios. This included assessing the viability of mitigating

actions within the directors’ control;

• Reviewed the terms of loan agreements and financing

facilities for covenants, and assessed the extent to which

they are restrictive and have been accurately included in

severe but plausible scenarios;

• Inspected the changes in the terms and conditions of

financing facilities and covenants, and any changes in the

terms that may impact conclusions in relation to material

uncertainties;

• Confirmed the mathematical accuracy of the financial

forecast prepared by the directors;

• Performed retrospective analysis to assess budgetary

and forecasting accuracy, and the extent to which such

performance informs the assumptions in future cash flow

forecasts;

• Considered the consistency of the directors’ forecasts with

other areas of the financial statements and our audit; and

• Evaluated the appropriateness of the directors’ disclosures

in the financial statements on going concern.

Our responsibilities and the responsibilities of the directors

with respect to going concern are described in the relevant

sections of this report.

In relation to ProCook Group plc’s reporting on how it has

applied the UK Corporate Governance Code, we have

nothing material to add or draw attention to in relation to:

• the directors’ statement in the financial statements about

whether the directors considered it appropriate to adopt

the going concern basis of accounting; and

• the directors’ identification in the financial statements of the

material uncertainty related to the group’s and the parent

company’s ability to continue as a going concern over a

period of at least twelve months from the date of approval

of the financial statements.

Key audit matters

Key audit matters are those matters that, in our professional

judgement, were of most significance in our audit of the

financial statements of the current period and include the

most significant assessed risks of material misstatement

(whether or not due to fraud) we identified, including those

which had the greatest effect on: the overall audit strategy;

the allocation of resources in the audit; and directing the

efforts of the engagement team. These matters were

addressed in the context of our audit of the financial

statements as a whole, and in forming our opinion thereon,

and we do not provide a separate opinion on these matters.

We summarise below the key audit matters in forming our

opinion above, together with an overview of the principal

audit procedures performed to address each matter

and our key observations arising from those procedures.

The matters set out below are in addition to the “Material

uncertainty related to going concern” above which, by its

nature, is also a key audit matter.

These matters, together with our findings, were

communicated to those charged with governance through

our Audit Completion Report.

115Group plc Annual Report and Accounts 2024 115

Financial Statements

Key Audit Matter 1 How our scope addressed this matter

Disclosure of non-underlying items  (Group)

Refer to page 131 (accounting policy) and page 138 of the

financial disclosures.

The Directors have determined that non-underlying items

should be disclosed separately in the Consolidated Income

Statement to provide a consistent and comparable view

of the underlying performance of the Group. ProCook

defines non-underlying as ‘transactions that, in the opinion

of the Directors, should be disclosed separately from

the reported Consolidated Income Statement in order to

provide a consistent and comparable view of the underlying

performance of the Group. This will include those items that

relate to non-recurring events and are material in nature and

which have been incurred outside of the normal business

operations, including but not limited to restructuring and

fund-raising activities.’

In current year the net impact of non-underlying expenses

to the reported profit before tax is £277k comprised of

the following:

• Store support centre transition related cost of £1,213k

(FY23: £545k).

• Net profit on the reassignment of the leases relating to

the development of and transition to the new distribution

centre of £1,867k (FY23: £Nil). The significant gain on

reassignment is partially due to an impairment charge of

£1,101k recognised in the prior year in relation to right-of-

use assets and related property, plant and equipment.

• Senior management restructuring costs of £718k

(FY23: £Nil)

• Share based payment charges relating to the IPO of £81k

(FY23: £1,209k).

There is a significant risk relating to the classification of

expenses as adjusting items given the impact this may

have on the readers of the financial statements and their

view of underlying business performance.

The determination of such items as non-underlying is

judgemental and subject to a higher risk of error and

fraud. We attribute the fraud risk to the incentive and

opportunities to inflate underlying earnings

and performance.

Our audit procedures included, but were not limited to:

• Testing the design and implementation of controls.

• Assessing the impact of adjusting items on director’s

remuneration to determine and assess possible fraud risk

factors relating to adjusted performance measures.

• Inspecting the directors’ assessment on the classification

of non-underlying items and challenging the directors on

the rationale for these items being non-underlying with

reference to ESMA and FRC guidance.

• Challenging the directors’ assessment, calculation and

allocation of expenses and income as non-underlying,

inspecting the consistency of such items against the

directors’ definition.

• Obtaining a breakdown of non-underlying transactions,

agreeing a sample of transactions to supporting evidence

such as invoices and inspecting the appropriateness of the

classification against the definition.

• Challenging the directors on the extent to which the non-

underlying items are presented fairly as non-IFRS Alternative

Performance Measures (‘APM’) and are balanced and

understandable in the annual report.

• Comparing APM to peers to assess the understandability

and reasonableness of the disclosures.

Our observations

Based on the work performed we were satisfied that non-

underlying items have been appropriately classified and

disclosed.

Group plc Annual Report and Accounts 2024116 Group plc Annual Report and Accounts 2024

Independent auditor’s report

to the members of ProCook Group plc

Key Audit Matter 2 How our scope addressed this matter

Impairment of store-level CGUs (Group)

Refer to page 128 (accounting policy) and page 147 of the

financial disclosures.

There is a significant risk relating to the carrying value of

Right-Of-Use assets (‘ROUA’) and Property Plant and

Equipment (‘PPE’) included in Cash Generating Units

(‘CGU’) as a result of continued economic uncertainty.

The Directors are required to determine the CGU and

assess the CGU for impairment triggers on an annual basis.

Where impairment triggers are identified, the Directors

are required to calculate a Value-In-Use (‘VIU’) for each

CGU and compare this to the carrying amount of the CGU.

For the purposes of impairment assessments, the Group

determines each store to be a CGU.

The impairment assessment include assumptions around

cash flow forecasting, growth rates, discount rates and the

allocation of central costs.

Our risk assessment has determined that the recoverable

amount of the store assets include a high degree

of estimation uncertainty, with a potential range of

reasonable outcomes greater than our materiality for the

financial statements overall.

Our audit procedures included, but were not limited to:

• Testing the design and implementation of key controls;

• Obtaining and inspecting the directors’ judgement and

assessment of impairment triggers per IAS 36;

• Challenging the directors’ assessment of forecasted store

performance and the completeness and integrity of data

used in impairment assessments;

• Comparing and contrasting the directors’ impairment trigger

assessment to external market data and internal qualitative

factors;

• Assessing the completeness of the directors’ impairment

assessment and validation that all open stores were included

in the assessment;

• Inspecting that non-current assets per store have been

appropriately allocated to each CGU identified;

• Inspecting the contribution of individual stores and

performing retrospective analyses to assess the

reasonableness and historical accuracy of forecasts;

• Assessing the appropriateness of the discount rates applied

with the involvement of our valuations specialists and

compared the rates applied with our benchmarking data;

• Agreeing assumptions to supporting documentation such as

board’s approved budgets;

• Assessing management’s assumption that there is no

reversal of prior period impairments;

• Assessing the mathematical accuracy of the directors’

impairment models where impairment triggers have been

identified;

• Inspecting that impairment losses are disclosed in

accordance with applicable accounting standards.

Our observations

We are satisfied that the key assumptions utilised

in the impairment review performed, as noted above,

are appropriate.

No material exceptions were noted in our testing to confirm

the valuation of the store assets.

Governance Report

Group plc Annual Report and Accounts 2024

Financial Statements

117Group plc Annual Report and Accounts 2024

Key Audit Matter 3 How our scope addressed this matter

Valuation of investment (Company)

Refer to page 161 (accounting policy) and page 163 of the

financial disclosures.

The parent company holds a material investment in

subsidiaries of £69m at 31 March 2024.

There is a risk of error relating to the identification of

impairment triggers, and the judgement required when

assessing for impairment. There is a risk of material

misstatement of asset values if management’s

assessment does not accurately consider potential

triggers.

We have identified recoverability of parent company’s

investment in subsidiaries as a Key Audit Matter. This is

based on the quantum of this balance relative to the

parent company Statement of financial position (97% of

total assets).

Our audit procedures included, but were not limited to:

• Testing the design and implementation of key controls.

• Inspecting and challenging management’s impairment

trigger assessment including but not limited to;

– Comparing the carrying value of the investment with the

year-end market capitalisation of ProCook Group plc.

– Challenging the directors on the extent to which the

market capitalisation when compared to the carrying value

of the investment indicates an impairment trigger exists.

– Assessment and challenge of external and internal triggers

that may indicate an impairment trigger.

– Assessing the completeness and accuracy of disclosures

within the financial statements in accordance with United

Kingdom Generally Accepted Accounting Practice.

Our observations

Based on the work performed, we were satisfied that

the valuation of the investment is appropriate net of the

impairment calculated.

Our application of materiality and an overview of the scope of our audit

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.

These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and

extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect

of misstatements, both individually and on the financial statements as a whole. Based on our professional judgement, we

determined materiality for the financial statements as a whole as follows:

Group materiality

Overall materiality £470k

How we determined it 0.75% of revenue in the year.

Rationale

for benchmark applied

Revenue is prominent to the financial statements and of principal interest to the users of the

financial statements. Revenue has been selected as the most suitable benchmark due to the

volatility in the profit before tax in the 52-week period ended 31 March 2024.

Performance materiality

Performance materiality is set to reduce to an appropriately low level the probability that

the aggregate of uncorrected and undetected misstatements in the financial statements

exceeds materiality for the financial statements as a whole.

We set performance materiality at £305k, which represents 65% of overall materiality.

Reporting threshold We agreed with the directors that we would report to them misstatements identified during

our audit above £23k as well as misstatements below that amount that, in our view, warranted

reporting for qualitative reasons.

118 Group plc Annual Report and Accounts 2024118

Independent auditor’s report

to the members of ProCook Group plc

Parent company materiality

Overall materiality £198k

How we determined it 0.3% of Total Equity

Rationale for benchmark

applied

ProCook Group Plc is a holding entity, and therefore not profit or revenue focused.

Total Equity is deemed to be the most appropriate benchmark for the users of the

financial statements.

We have selected 0.3% of Total Equity which is capped at component materiality.

Performance materiality Performance materiality is set to reduce to an appropriately low level the probability that

the aggregate of uncorrected and undetected misstatements in the financial statements

exceeds materiality for the financial statements as a whole.

We set performance materiality at £138k, which represents 70% of overall materiality.

Reporting threshold We agreed with the directors that we would report to them misstatements identified during

our audit above £10k as well as misstatements below that amount that, in our view, warranted

reporting for qualitative reasons.

As part of designing our audit, we assessed the risk of

material misstatement in the financial statements, whether

due to fraud or error, and then designed and performed

audit procedures responsive to those risks. In particular, we

looked at where the directors made subjective judgements,

such as assumptions on significant accounting estimates.

We tailored the scope of our audit to ensure that we

performed sufficient work to be able to give an opinion on

the financial statements as a whole. We used the outputs

of our risk assessment, our understanding of the group

and the parent company, their environment, controls, and

critical business processes, to consider qualitative factors

to ensure that we obtained sufficient coverage across all

financial statement line items.

Our group audit scope included an audit of the group and

the parent company financial statements. Based on our

risk assessment, all components of the group, including

the parent company, were subject to full scope audit

performed by the group engagement team. Our audit

scope covered 100% of the revenue, total assets and PBT.

All components were audited by the same audit team.

At the parent company level, the group audit team also

tested the consolidation process and carried out analytical

procedures to confirm our conclusion that there were no

significant risks of material misstatement of the aggregated

financial information.

Other information

The other information comprises the information included in

the information included in the Annual Report and Accounts

2024 other than the financial statements and our auditor’s

report thereon. The directors are responsible for the other

information. Our opinion on the financial statements does

not cover the other information and, except to the extent

otherwise explicitly stated in our report, we do not express

any form of assurance conclusion thereon.

Our responsibility is to read the other information and,

in doing so, consider whether the other information is

materially inconsistent with the financial statements

or our knowledge obtained in the course of audit or

otherwise appears to be materially misstated. If we

identify such material inconsistencies or apparent

material misstatements, we are required to determine

whether this gives rise to a material misstatement in the

financial statements themselves. If, based on the work

we have performed, we conclude that there is a material

misstatement of this other information, we are required to

report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by

the Companies Act 2006

In our opinion, the part of the directors’ remuneration report

to be audited has been properly prepared in accordance

with the Companies Act 2006.

In our opinion, based on the work undertaken in the course

of the audit:

• the information given in the strategic report and the

directors’ report for the financial year for which the financial

statements are prepared is consistent with the financial

statements and those reports have been prepared in

accordance with applicable legal requirements;

• the information about internal control and risk management

systems in relation to financial reporting processes and

about share capital structures, given in compliance

with rules 7.2.5 and 7.2.6 in the Disclosure Guidance and

Transparency Rules sourcebook made by the Financial

Conduct Authority (the FCA Rules), is consistent with the

financial statements and has been prepared in accordance

with applicable legal requirements; and

• information about the parent company’s corporate

governance code and practices and about its

administrative, management and supervisory bodies and

their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of

the FCA Rules.

119Group plc Annual Report and Accounts 2024 119

Financial Statements

Matters on which we are required to

report by exception

In light of the knowledge and understanding of the group

and the parent company and their environment obtained

in the course of the audit, we have not identified material

misstatements in the:

• strategic report or the directors’ report; or

• information about internal control and risk management

systems in relation to financial reporting processes and

about share capital structures, given in compliance with

rules 7.2.5 and 7.2.6 of the FCA Rules.

We have nothing to report in respect of the following

matters in relation to which the Companies Act 2006

requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the

parent company, or returns adequate for our audit have not

been received from branches not visited by us; or

• the parent company financial statements and the part of

the directors’ remuneration report to be audited are not in

agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by

law are not made; or

• we have not received all the information and explanations we

require for our audit; or

• a corporate governance statement has not been prepared

by the parent company.

Corporate governance statement

The Listing Rules require us to review the directors’

statement in relation to going concern, longer-term viability

and that part of the Corporate Governance Statement

relating to ProCook Group Plc’s compliance with the

provisions of the UK Corporate Governance Statement

specified for our review.

Based on the work undertaken as part of our audit, we

have concluded that each of the following elements of the

Corporate Governance Statement is materially consistent

with the financial statements or our knowledge obtained

during the audit:

• Directors’ statement with regards the appropriateness of

adopting the going concern basis of accounting and any

material uncertainties identified, set out on page 126;

• Directors’ explanation as to its assessment of the entity’s

prospects, the period this assessment covers and why they

period is appropriate, set out on page 112;

• Directors’ statement on fair, balanced and understandable,

set out on page 113;

• Board’s confirmation that it has carried out a robust

assessment of the emerging and principal risks, set out on

page 52;

• The section of the annual report that describes the review

of effectiveness of risk management and internal control

systems, set out on page 87; and;

• The section describing the work of the audit committee, set

out on page 85.

Responsibilities of Directors

As explained more fully in the directors’ responsibilities

statement set out on page 113, the directors are responsible

for the preparation of the financial statements and for being

satisfied that they give a true and fair view, and for such

internal control as the directors determine is necessary to

enable the preparation of financial statements that are free

from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are

responsible for assessing the group’s and the parent

company’s ability to continue as a going concern,

disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless

the directors either intend to liquidate the group or the

parent company or to cease operations, or have no realistic

alternative but to do so.

Auditor’s responsibilities for the audit of

the financial statements

Our objectives are to obtain reasonable assurance about

whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error,

and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance but is not

a guarantee that an audit conducted in accordance with

ISAs (UK) will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial

statements.

The extent to which our procedures are capable of

detecting irregularities, including fraud is detailed below.

Irregularities, including fraud, are instances of non-

compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above,

to detect material misstatements in respect of irregularities,

including fraud.

Based on our understanding of the group and the parent

company and their industry, we considered that non-

compliance with the following laws and regulations

might have a material effect on the financial statements:

employment regulation, health and safety regulation, anti-

money laundering regulation and data protection.

120 Group plc Annual Report and Accounts 2024120

Independent auditor’s report

to the members of ProCook Group plc

To help us identify instances of non-compliance with these

laws and regulations, and in identifying and assessing

the risks of material misstatement in respect to non-

compliance, our procedures included, but were not

limited to:

• Gaining an understanding of the legal and regulatory

framework applicable to the group and the parent company,

the industry in which they operate, and the structure of the

group, and considering the risk of acts by the group and the

parent company which were contrary to the applicable laws

and regulations, including fraud;

• Inquiring of the directors, management and, where

appropriate, those charged with governance, as to whether

the group and the parent company is in compliance

with laws and regulations, and discussing their policies

and procedures regarding compliance with laws and

regulations;

• Inspecting correspondence with relevant licensing or

regulatory authorities;

• Reviewing minutes of directors’ meetings in the year; and

• Discussing amongst the engagement team the laws

and regulations listed above, and remaining alert to any

indications of non-compliance.

We also considered those laws and regulations that have a

direct effect on the preparation of the financial statements,

such tax legislation, pension legislation and the Companies

Act 2006.

In addition, we evaluated the directors’ and management’s

incentives and opportunities for fraudulent manipulation of

the financial statements, including the risk of management

override of controls, and determined that the principal risks

related to posting manual journal entries to manipulate

financial performance, management bias through

judgements and assumptions in significant accounting

estimates, in particular in relation to the classification of

non-underlying items, revenue recognition (which we

pinpointed to the occurrence of store sales and cut-off on

online sales) and significant one-off or unusual transactions.

Our procedures in relation to fraud included but were not

limited to:

• Making enquiries of the directors and management on

whether they had knowledge of any actual, suspected or

alleged fraud;

• Gaining an understanding of the internal controls

established to mitigate risks related to fraud;

• Discussing amongst the engagement team the risks

of fraud;

• Addressing the risks of fraud through management override

of controls by performing journal entry testing.

The primary responsibility for the prevention and detection

of irregularities, including fraud, rests with both those

charged with governance and management. As with

any audit, there remained a risk of non-detection of

irregularities, as these may involve collusion, forgery,

intentional omissions, misrepresentations or the override of

internal controls.

The risks of material misstatement that had the greatest

effect on our audit are discussed in the “Key audit matters”

section of this report.

A further description of our responsibilities is available

on the Financial Reporting Council’s website at

www.frc.org.uk/auditorsresponsibilities. This description

forms part of our auditor’s report.

Other matters which we are required to

address

Following the recommendation of the audit committee, we

were appointed by the Audit and Risk Committee on

22 November 2021 to audit the financial statements for the

year ending 3 April 2022 and subsequent financial periods.

The period of total uninterrupted engagement is 3 years,

covering the years ending 3 April 2022 to 31 March 2024.

The non-audit services prohibited by the FRC’s Ethical

Standard were not provided to the group or the parent

company and we remain independent of the group and the

parent company in conducting our audit.

Our audit opinion is consistent with our additional report to

the audit committee.

Use of the audit report

This report is made solely to the company’s members

as a body in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken

so that we might state to the company’s members those

matters we are required to state to them in an auditor’s

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 and the company’s

members as a body for our audit work, for this report, or for

the opinions we have formed.

As required by the Financial Conduct Authority Disclosure

Guidance and Transparency Rules, these financial

statements will form part of the electronic reporting format

prepared annual financial report filed on the National

Storage Mechanism of the Financial Conduct Authority. This

auditor’s report provides no assurance over whether the

annual financial report will be prepared using the correct

electronic reporting format.

Charlene Lancaster

(Senior Statutory Auditor)

for and on behalf of Forvis Mazars LLP

Chartered Accountants and Statutory Auditor

One St Peter’s Square

25 June 2024

121Group plc Annual Report and Accounts 2024 121

Financial Statements

52 weeks ended 31 March 2024 52 weeks ended 2 April 2023 (restated)

£’000s Note Underlying

Non-

underlying Reported Underlying

Non-

underlying Reported

Revenue 1 62,585 – 62,585 62,340 – 62,340

Cost of sales (21,486) – (21,486) (23,994) – (23,994)

Gross profit 41,099 – 41,099 38,346 – 38,346

Operating expenses 2 (39,025) (145) (39,170) (37,645) (6,159) (43,804)

Other income 6 49 – 49 51 – 51

Operating profit/(loss) 2,123 (145) 1,978 752 (6,159) (5,407)

Finance expense 9 (1,230) (132) (1,362) (861) (204) (1,065)

Other gains/(losses) 10 114 – 114 (55) – (55)

Profit/(loss) before tax 1,007 (277) 730 (164) (6,363) (6,527)

Tax (expense)/credit 11 (165) 45 (120) 11 424 435

Profit/(loss) for the period 842 (232) 610 (153) (5,939) (6,092)

Total comprehensive income/

(loss) 842 (232) 610 (153) (5,939) (6,092)

Earnings per ordinary

share - basic 13 0.77p 0.56p (0.14)p (5.59)p

Earnings per ordinary

share - diluted 13 0.73p 0.53p (0.14)p (5.59)p

The tax (expense)/credit and earnings per share, in the financial year ending 2 April 2023 has been restated in relation to deferred tax on share based

payments. Further information relating to this tax restatement is set out in note 11, and the impact on earnings per share is set out in note 13.

122 Group plc Annual Report and Accounts 2024122

Consolidated Financial Statements

For the 52 weeks ended 31 March 2024

£’000s Note

As at 31 March

2024

As at 2 April 2023

(restated)

As at 3 April 2022

(restated)

Assets

Non-current assets

Intangible assets 14 104 235 363

Property, plant, and equipment 15 8,232 7,781 5,801

Right-of-use assets 16 20,522 25,450 20,985

Deferred tax asset 11 655 894 702

Total non-current assets 29,513 34,360 27,851

Current assets

Inventories 17 9,716 11,515 16,759

Trade and other receivables 18 3,742 2,240 1,975

Current tax asset 145 611 271

Cash and cash equivalents 19 2,005 1,962 3,782

Total current assets 15,608 16,328 22,787

Total assets 45,121 50,688 50,638

Liabilities

Current liabilities

Trade and other payables 20 10,431 7,276 8,278

Lease liabilities 16 3,347 2,836 2,844

Provisions 21 253 200 173

Borrowings 22 2,754 4,716 5,540

Total current liabilities 16,785 15,028 16,835

Non-current liabilities

Trade and other payables 20 48 954 816

Lease liabilities 16 19,295 26,430 19,605

Provisions 21 565 612 444

Total non-current liabilities 19,908 27,996 20,865

Total liabilities 36,693 43,024 37,700

Net Assets 8,428 7,664 12,938

Equity and reserves attributable to Shareholders of

ProCook Group plc

Share capital 26 1,090 1,090 1,090

Share option reserve 27 4,099 6,891 5,811

Share Premium 26 1 1 1

Retained earnings 26 3,238 (318) 6,046

Total equity and reserves 8,428 7,664 12,938

The deferred tax and current tax assets in the financial years ending 3 April 2022 and 2 April 2023 has been restated in relation to deferred tax on

share based payments. Further information relating to this restatement is set out in note 11, and the impact on earnings per share is set out in note 13.

The financial statements on pages 122 to 157 were approved by the Board of Directors on 25 June 2024 and were signed on

its behalf by:

Dan Walden

Chief Financial Officer

123Group plc Annual Report and Accounts 2024 123

Financial Statements

Consolidated Statement

of Financial Position

As at 31 March 2024

Note

52 weeks ended

31 March 2024

52 weeks ended

2 April 2023£’000s

Cash flows from operating activities

Profit/(Loss) before tax 730 (6,527)

Adjustments for:

Depreciation of property, plant, and equipment 15 936 967

Amortisation of Intangible assets 14 131 128

Loss on disposal of property, plant, and equipment 2 457 37

Gain on disposal of leases 2 (2,301) (75)

Depreciation of right-of-use assets 16 3,945 4,034

Impairment of non-current assets 2 – 4,405

Unrealised FX (gains)/losses 10 (411) 518

Share Based Payments 27 514 1,090

Cash outlay on exercise of share options 27 (360) –

Finance expense 9 1,362 1,065

Operating cash flows before movements in working capital 5,003 5,642

Decrease/(Increase) in inventories 17 1,799 5,244

Increase in trade and other receivables (1,459) (413)

Increase/(Decrease) in trade and other payables 3,255 (1,233)

Increase in provisions 21 5 195

Income taxes paid (9) (97)

Net cash flows from operating activities 8,594 9,338

Investing activities

Purchase of property, plant, and equipment 15 (1,844) (4,928)

Lease inception costs (71) (460)

Lease incentives received 60 204

Net cash used in investing activities (1,855) (5,184)

Financing activities

Interest paid on borrowings (367) (294)

Interest paid on lease liabilities 9 (982) (771)

Proceeds from borrowings 23,974 18,689

Repayment of borrowings (25,923) (19,701)

Lease principal payments 16 (3,398) (3,625)

Dividends paid 12 – (272)

Net cash (used in) financing activities (6,696) (5,974)

Net movement in cash and cash equivalents 43 (1,820)

Cash and cash equivalents at beginning of the period 1,962 3,782

Cash and cash equivalents at end of period 2,005 1,962

124 Group plc Annual Report and Accounts 2024124

Consolidated Statement

of Cash Flow

For the 52 weeks ended 31 March 2024

£’000s Note

capital

Premium

Option

Reserve

Retained

earnings

Total

equity

As at 3 April 2022 (restated)

1,090 1 5,801 6,046 12,938

Total comprehensive loss for the period

(restated) – – – (6,092) (6,092)

Employee Share Based Payment Awards 27 – – 1,090 – 1,090

Ordinary dividends paid 12 - - - (272) (272)

As at 2 April 2023 (restated)

1,090 1 6,891 (318) 7,664

Total comprehensive profit for the period – – – 610 610

Employee Share Based Payment Awards 27 – – 514 – 514

Exercise of share options 27 – – (3,306) 2,946 (360)

As at 31 March 2024 1,090 1 4,099 3,238 8,428

The deferred tax asset in the financial years ending 3 April 2022 and 2 April 2023 has been restated in relation to deferred tax on share based

payments, with resulting decreases in retained earnings in each period. Further information relating to this restatement is set out in note 11, and the

impact on earnings per share is set out in note 13.

125Group plc Annual Report and Accounts 2024 125

Financial Statements

Consolidated Statement

of Changes in Equity

For the 52 weeks ended 31 March 2024

General Information

The Group financial statements consolidate those of the ProCook Group plc (the ‘Company’) and its subsidiaries, together

referred to as the ‘Group’.

ProCook Group plc (the Company) is a public limited company incorporated and domiciled in England and Wales under the

Companies Act 2006 (Registration number: 13679248). The registered office is ProCook, 10 St. Modwen Park, Gloucester,

GL10 3EZ.

The principal activity of the Company together with its subsidiary undertakings throughout the period is the sale of

kitchenware and related products in stores and via ecommerce platforms.

Basis of preparation

These consolidated financial statements have been prepared in accordance with International Accounting Standards in

conformity with the requirements of the Companies Act 2006, UK-adopted IFRS as issued by the International Accounting

Standards Board. The consolidated Group financial statements are presented in Pounds Sterling, being the Group’s

functional currency, and generally rounded to the nearest thousand. They are prepared on the historical cost basis, unless

otherwise stated.

The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company and

Group have adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to

adopt the going concern basis of accounting in preparing the financial statements.

The material accounting policies adopted in the preparation of the financial information are set out below. These policies

have been consistently applied to all periods presented, unless otherwise stated.

Prior period restatement

The deferred tax asset in the financial years ending 3 April 2022 and 2 April 2023 has been restated in relation to deferred tax

on share based payments. Further information relating to this restatement is set out in note 11, and the impact on earnings

per share is set out in note 13.

Going concern

The financial statements have been prepared on a going concern basis. The Group has reported a profit before tax of £0.7m

after non-underlying items for the financial year ended 31 March 2024 (FY23: loss before tax of £6.5m) and had a net asset

position of £8.4m as at 31 March 2024 (2 April 2023 restated: £7.7m), with a net current liabilities position of £1.2m (2 April

2023: net current assets of £1.3m). The Group had net debt (cash and cash equivalents less borrowings) of £0.7m at 31 March

2023 (2 April 2023: £2.8m) with available liquidity headroom of £15.3m.

In their assessment of going concern the Board has considered a period of at least 12 months from the date of signing these

financial statements. In considering whether it is appropriate to adopt the going concern basis in the preparation of the

financial statements, the Directors have considered the Group’s principal risks and uncertainties and have assessed the

impact of a range of downside scenarios, including a severe but plausible downside scenario, on the Group’s expected

financial performance, position, and cash generation. The scenarios have been informed by a comprehensive review of the

macroeconomic environment, including consideration of the recent fall in inflation, and anticipated decline in interest rates,

alongside geo-political tensions including the impacts on our supply chain.

Consideration has been given to the availability of facility headroom and covenant compliance within the Group’s financing

facilities, the recently extended RCF agreement and amended fixed charge covenant terms, details of which are as follows:

• ProCook’s bank facility agreements and the associated covenants are set out in the CFO’s Review within this annual report and

include a committed £10m RCF (expiring in April 2026, although expected by management to be renewed at that date), with a

£5m accordion option to the RCF, subject to lender approval, and an uncommitted £6m trade finance facility.

• Shortly after the year-end, on the 19 April 2024, the Group successfully arranged a one-year extension to the RCF which

extends the expiry date out to April 2026. Additionally, the terms in respect of the fixed charge cover covenant were amended,

in order to provide additional headroom against that covenant in light of the Group’s performance over the last two financial

years. The revised covenant test requires EBITDAR to be no less than 1.30x fixed charges for the FY24 Q4 and FY25 Q1 and Q2

test dates, and 1.40x thereafter. The leverage coverage remains unchanged with net debt to be no greater than 2.0x EBITDA.

Both covenants are tested quarterly and are calculated on a last twelve month rolling, pre-IFRS 16 basis.

The base case for the scenario modelling extends from the Group’s annual budget plan that was approved by the Board in

March 2024 and updated in its most recent forecast during quarter one and approved by the Board in June 2024. Forecasts

for FY26 are based on the Group’s strategic objectives and its five year financial plan, which projects forwards from the

latest FY25 forecast.

126 Group plc Annual Report and Accounts 2024126

Consolidated Financial Statements

Accounting Policies

Key assumptions include Ecommerce and Retail like for like revenue growth, gross margin performance, the financial

impacts of opening of new stores (including capital investments and time to maturity), operational efficiencies being

delivered, investment in marketing activity, and the appropriate level of inventory required to maintain strong product

availability for customers.

In their consideration of the Group’s principal risks and uncertainties the Board believes that the most likely and most

impactful risks that the Group faces are those surrounding customer and macro-economic factors, and supply chain

disruption risk, both of which are heightened as a result of the current macro-environment and geo-political tensions.

The Board has reviewed the potential downside impact of these risks unfolding, modelled under a number of scenarios

including a severe but plausible downside scenario which reflected the following assumptions:

• A significant reduction in customer demand and shopping frequency, caused by continued disposable income pressures

and consumer caution in light of political uncertainty, and additional cost impacts driven by continued supply chain disruption

associated with the Suez Canal diversions. The impacts of these factors have been reflected in an 8% lower revenue performance

in the FY25 year compared to base case, increasing to a 16% decrease in FY26 and a 22% decrease in FY26, combining to reflect a

22% reduction in Group revenue growth over the twelve month assessment period compared to the base case.

• Included within this lower sales scenario, are fewer new store openings in FY26 on the basis that there would be lower

management confidence of positive return on investment from such openings.

• A reduction in gross margins in FY26 compared to the base case by 100bps to reflect heightened supply chain costs.

Under this severe but plausible downside scenario, and before mitigating actions, the Group would remain comfortably

within its available borrowing facilities throughout the assessment period and remain compliant with the fixed charge

covenant test. However, it would breach the leverage covenant at the Q2 FY25 test date given the level of planned and

committed inventory intake and new store openings during the first half of FY25.

The Board has also reviewed a reverse stress test which has been applied to the base case model to determine the level

of sales decline which would result in a breach of financial covenants. A reduction in revenue, with no mitigations applied,

of approximately 8% from Q2 FY25 onwards would be required to breach fixed charge covenants at that quarter-end test

date. A further reduction in revenue of 22% in FY26 would be required to breach fixed charge covenants in that year.

The other downside scenario linked to the key principal risks and uncertainties, which was considered by the Board, had a

less severe cumulative impact than the severe but plausible downside scenario outlined above and in this scenario neither

of the covenants would be breached, and the Group would remain comfortably within its available borrowing facilities

throughout the assessment period.

The Board has also considered the potential impacts of climate change risks (as set out on page 40 to 42). These are not

considered to have a material effect on the Group’s financial projections over the assessment period.

If any of the downside scenarios were to arise, including the severe but plausible downside scenario and the reverse stress

test scenario, there are a series of mitigating actions that the Group could seek to implement to protect or enhance financial

performance and position including to:

• Increase selling prices for products which have lower price elasticity to help offset additional sourcing costs

• Increase promotional activity to accelerate trading performance and reduce stock levels, or alternatively, reduce promotional

activity to better protect gross margins

• Reduce paid media marketing spend and postpone or reduce other planned marketing activities

• Reduce variable costs in operational functions to reflect the lower sales volumes

• Reduce central overhead costs (including headcount investment) over the short or medium term

• Delay new store openings or capital expenditure in technology and logistics

• Renegotiate or seek extended payment terms with suppliers on a permanent or temporary basis

• Seek alternative forms of financing or new banking terms to support working capital and investment requirements

Conclusion

The Board has undertaken a comprehensive review and assessment of going concern including the Group’s financial

projections, debt servicing requirements, available facility headroom and liquidity, and its principal risks and uncertainties.

In the base case and downside scenarios which the Directors have reviewed, the Group remains comfortably within its

available facility headroom, and no facility covenants would be breached. However, the Directors recognise that under the

severe but plausible downside scenario, the Group could breach its leverage covenant unless mitigating actions were to

be successfully applied sufficiently in advance to prevent such a breach, or were it to agree a covenant waiver, new banking

terms, or alternative funding arrangements, none of which can be guaranteed. The Directors therefore acknowledge that

this potential breach represents a material uncertainty which may cast significant doubt on the Group’s ability to continue as

a going concern.

127Group plc Annual Report and Accounts 2024 127

Financial Statements

The Directors consider the likelihood of such a severe downside scenario materialising to be low and recognise the range of

mitigating actions available to the Group to prevent a breach occurring. The Directors note the positive and long-standing

relationship which the Group has with its banking partner HSBC and consider that it is reasonably likely that the Trade

Finance facility will be renewed in August 2024. The Directors therefore have a reasonable expectation that the Group has

adequate resources to continue in operational existence and meet its liabilities as they fall due over the period of at least 12

months from the date of approving these financial statements. Accordingly, the financial statements have been prepared

under the going concern basis of accounting.

Further information regarding the Group’s business activities, together with the factors likely to affect its future

development, performance and position is set out in the Strategic Report on pages 2 to 65.

Critical accounting estimates and judgements

The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated

based on historical experience and other factors, including expectations of future events that are believed to be reasonable

under the circumstances. In the future, actual experience may differ from these estimates and assumptions. Revisions to

accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

The key estimates and judgements that are used within the financial statements are set out below:

Judgement: Deferred tax asset

The Group has recognised a deferred tax asset of £0.7m on the Consolidated Statement of Financial Position as at 31 March

2024 (2 April 2023 as restated: £1.0m). In recognising this asset, the Group has applied judgement in its consideration of

recoverability. In assessing recoverability, the Group has reviewed its base case financial projections which extend from

the annual budget plan that was approved by the Board in March 2024. Forecasts for FY26 and beyond are based on the

Group’s strategic objectives and its five year financial plan, which projects forwards from the FY25 budget.

Key assumptions include Ecommerce and Retail like for like revenue growth, gross margin performance, the financial

impacts of opening of new stores (including capital investments and time to maturity), operational efficiencies being

delivered, investment in marketing activity, and the appropriate level of inventory required to maintain strong product

availability for customers.

The recognition of the deferred tax asset in relation to the carried forward losses is judged to be appropriate given there

being projections of sufficient future taxable profits against which such deferred tax assets could be offset (as prescribed in

IAS 12.24).

The Group has also considered upside and downside scenario projections alongside the base case scenario. Even under the

downside scenario projections, there were sufficient future profit expectations, against which the deferred tax asset could be

recovered. In all cases, the projections indicated that the deferred tax asset could be recovered within a two year time period.

Judgement: Lease terms and expiries

Judgement is exercised in determining the lease term and expiry date of the lease. IFRS 16 defines the lease term as the

non-cancellable period of a lease together with the options to extend or terminate a lease, if the lessee were reasonably

certain to exercise that option, or when either the lessee or the lessor each has the right to terminate the lease without

permission from the other party with no more than an insignificant penalty. At the inception of any lease, the Group assesses

whether it is more likely than not to continue utilisation of the leased asset subsequent to any option to terminate, assessing

the likelihood of exercising a break option by considering current economic and market conditions, current trading

performance, forecast profitability, the significance of any fees payable, and the level of capital investment in the property,

as well as the status of any open dialogue with Landlords. Subsequent adjustments are made to the lease terms where break

options are reassessed, the results of which could be to extend or reduce recognised lease terms.

Judgement: Indicators of Impairment

The Group has determined that only stores that have been open and trading for at least 24 months would be assessed for

impairment triggers. However, where maturing stores are not yet on track to meet their original business case performance

(or projected to be), we have determined it is appropriate to include such stores in any such assessment.

After an assessment of both internal and external indicators of impairment, including macro-economic factors, the Group

has determined that there is no overall indicator of impairment of the retail business and therefore a full review of all CGUs

is not required. In prior year, due to the difficult macro-economic environment at that time, and lower than budgeted

profitability of the business, a full impairment review was carried out of all retail CGUs.

The Group has then reviewed recent financial performance of individual CGUs and a range of other potential factors

including any site-specific circumstances, to identify any indicators of impairment. Where individual CGUs have indicators

of impairment, or potential reversal of previously recognised impairment, the recoverable value of has been determined as

at 31 March 2024 and an impairment assessment has been performed.

128 Group plc Annual Report and Accounts 2024128

Consolidated Financial Statements

Accounting Policies

Continued

Estimate: Impairment Provision

In the year ended 2 April 2023 the Group completed an impairment assessment in respect of Retail CGUs, due to the difficult

macro-economic environment and lower than budgeted profitability, and former warehouses which became disused when

the Group consolidated operations in its new Store Support Centre at the end of the year. This assessment resulted in an

impairment charge of £4.4m.

The Group has performed an impairment assessment in respect of all CGUs which have indicators of impairment or reversal

of previous impairment. To perform the impairment assessment, the Group has determined the value-in-use of each CGU

over its remaining useful life. In doing this, estimates have been made on future financial performance in order to determine

a reasonable estimate for the value-in-use of each CGU. The forecast financial performance based on the Group’s five year

plan, has been prepared utilising both historical experience as well as a forward-looking estimates with respect to trading

conditions and performance, together with allocations of central overheads and an estimate of Ecommerce contribution

attributable to customers first acquired in retail stores, reflecting the omnichannel nature of our business. In the year ended

31 March 2024 this assessment has not resulted in any impairment charge to the Consolidated Income Statement.

Other accounting estimates and judgements

The consolidated financial statements include other areas of judgement and accounting estimates. Other areas of

estimation are those containing estimation on material assets, but where the range of reasonably possible outcomes would

not result in a material change to the financial statements.

Estimate: Discount rates

IFRS 16 states that the lease payments shall be discounted using the lessee’s incremental borrowing rate where the rate

implicit in the lease cannot be readily determined. Accordingly, all lease payments have been discounted using the Group’s

incremental borrowing rate (IBR). The IBR has been determined by using a range of data including current economic and

market conditions, review of current debt and capital within the Group and comparisons against seasoned corporate bond

rates. Further details can be found in note 16.

Judgement: Guarantees relating to assigned leases

The Group has assigned leases of warehouse premises formerly occupied for operational purposes under a tripartite licence

agreement agreed with the landlord. The assignee entities are wholly responsible for fulfilling all future obligations under

the terms of the leases. ProCook Limited has however entered into a guarantee contract with the landlord whereby if the

assignees default on rents (which total £682,994 per annum) payable under the terms of the leases, then the landlord may

recover any rent default as that rent falls due from ProCook Limited and has the option in the event of default, by giving six

months’ notice, to require ProCook Limited to enter into a new lease on terms no more onerous than the existing lease for

the remainder of the lease term.

The Group is required to recognise expected credit loss provision (“ECL”) based on unbiased forward-looking information

in relation to these financial guarantee contracts provided to the landlord. At the reporting date, an allowance is required for

the 12-month (Stage 1) ECLs. If the credit risk has significantly increased since initial recognition (Stage 2), or if the financial

instrument is credit impaired (Stage 3), an allowance (or provision) should be recognised for the lifetime ECLs.

The measurement of ECL is calculated using two main components: probability of default and loss given default. The

probability of default for both assignees has been assessed by the Directors by reference to credit ratings provided by an

external credit rating agency on the basis that credit risk had not increased significantly since the guarantees were granted

to the landlord.

The loss given default is based on the Directors’ assessment of the guaranteed rental and other costs, including business

rates and re-marketing costs that would be incurred by the Group in the event of default by the assignees under the terms of

the guarantee contract. The Directors consider that a 12-month period represents a prudent assessment of the period that

rental and related costs would be incurred in the case of default, and this has been reflected in their calculation of the loss

given default.

Applying the assumptions set out above, the resultant ECL provision that would be required is trivial and therefore no cost in

relation to the contract and no ECL provision has been reflected in these financial statements.

Basis of consolidation

Group companies included in the consolidated financial statements for FY24 include ProCook Group plc and all subsidiary

undertakings, which are those entities which it controls. ProCook Group plc controls an entity when it is exposed to, or has

rights to, variable returns from its involvement with the entity and can affect those returns through its power to direct the

activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to ProCook Group

plc until the date that control ceases. The Company assesses whether it controls an investee if facts and circumstances

indicate that there are changes to one or more of the elements of control indicators listed above.

129Group plc Annual Report and Accounts 2024 129

Financial Statements

Where necessary, amounts reported by subsidiaries have been adjusted to conform with ProCook Group plc’s

accounting policies.

Transactions eliminated on consolidation

Intra-group balances, and any unrealised gains and losses or income and expenses arising from intra-group transactions are

eliminated in preparing the financial information. Losses are eliminated in the same way as gains, but only to the extent that

there is no evidence of impairment.

Revenue recognition

The Group records customer transactions through its store point of sale systems and its Ecommerce platforms. Revenue is

recognised at the point in time when the Group delivers a product or service to a customer, whether this be at the point of

sale in store, or later upon delivery to a customer. Payment of the transaction price is due immediately when the customer

purchases the product in store or upon ordering online.

Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, value added tax and

other sales taxes. Revenue is reduced for estimated customer returns, and other similar allowances.

Deferred revenue

Sales made through the Group’s website are recognised at the point the product is delivered to the customer. Deferred

revenue is recognised as a creditor at the point where the order has been received and not yet despatched, or where the

goods have been despatched but are yet to be delivered to the customer.

Deferred revenue arises in respect of gift cards as payment has been received for a performance obligation which will be

performed at a later point in time, when the gift card is redeemed or expired. No estimate for breakage has been recognised

in revenue.

Refunds and returns

At the point at which goods are supplied, the Group provides customers with a right to return goods within a 30-day period

for a full refund subject to certain terms and conditions. The Group has established a refunds and returns other payables

balance within the Consolidated Statement of Financial Position to provide for the expected level of returns on sales made

before the period end but returned after the period end. The provision for returns is calculated based on estimated refund

and return rates using historical trends. The associated estimated value of cost of sales related to the returned items is also

reflected within inventory.

Expenses

Share-based payments

The Group operates a number of shared based compensation plans which are all equity settled, in exchange for services

received from employees. The fair value of these compensation plans is calculated at the grant date using the Black-

Scholes model. The resulting cost is expensed to the Consolidated Income Statement over the vesting period. The value of

the expense is adjusted to reflect expected and actual levels of vesting, considering any performance conditions which may

apply to individual plans.

Social security contributions payable in connection with the grant of the share options are considered an integral part of the

grant itself and the expense is treated as a cash-settled transaction.

No other entities in the Group other than ProCook Group plc have issued any equity-settled share-based incentives.

Employee benefits

The costs of short-term employee benefits are recognised as an expense in the Consolidated Income Statement as

incurred. The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are

received.

Termination benefits are recognised immediately as an expense when the Group is demonstrably committed to terminate

the employment of an employee or to provide termination benefits.

Pensions

The Group operates a defined contribution pension scheme using an external pensions partner. Contributions to the

scheme are expensed to the Consolidated Income Statement in the period to which the contributions relate. The assets of

the scheme are held separately from those of the Group.

During the period the Group transitioned to a new third party provider of defined contribution pension schemes, offering

colleagues the opportunity to contribute via salary sacrifice which was not previously available.

130 Group plc Annual Report and Accounts 2024130

Consolidated Financial Statements

Accounting Policies

Continued

Non-underlying items

Non-underlying items are defined as transactions that, in the opinion of the Directors, should be disclosed separately from the

reported Consolidated Income Statement in order to provide a consistent and comparable view of the underlying performance

of the Group. This will include those items that relate to non-recurring events and are material in nature and which have been

incurred outside of the normal business operations, including but not limited to restructuring and fund-raising activities.

Finance income and expenses

Finance income comprises interest on bank deposits.

Finance expense comprises of interest payable on the Group’s finance facilities and lease liability interest which are

expensed to the Consolidated Income Statement in the period in which they are incurred.

Foreign currency translation

Transactions in foreign currencies are recorded at the rate of exchange prevailing at the date of the transaction. Monetary

assets and liabilities denominated in foreign currencies, are retranslated at the rate of exchange prevailing at the end of the

reporting period. Any exchange gains or losses are recognised in the Consolidated Income Statement.

Current and deferred taxation

Taxation, comprising current and deferred taxation, is recognised in the Consolidated Income Statement, except where a

charge attributable to an item of income or expense recognised as other comprehensive income or to an item recognised

directly in equity is also recognised in other comprehensive income or directly in equity, respectively.

Current tax on profits or losses for the period, is calculated based on tax rates and laws that have been enacted or

substantively enacted by the reporting date in the UK where the Group operates and generates taxable income.

Deferred tax balances in the Consolidated Statement of Financial Position are recognised in respect of all temporary

differences that have originated but not reversed by the balance sheet date, except where:

• The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal

of deferred tax liabilities or other future taxable profits;

• Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

• Where timing differences relate to interests in subsidiaries, associates, branches and joint ventures and the Group can control

their reversal and such reversal is not considered probable in the foreseeable future.

Dividends

Ordinary dividends proposed by the Board of Directors are only recognised in the Consolidated Statement of Financial

Position when they have been approved by the shareholders, and the Company is obliged to make payment.

Intangible assets

Intangible assets with finite useful lives that are either acquired separately or internally developed are carried at cost less

accumulated amortisation and accumulated impairment losses.

Directly attributable costs associated with software development by the Group’s own IT experts, in respect of customised

IT programmes and systems controlled by the Group are capitalised as intangible assets, provided they meet the following

recognition requirements:

• The development costs can be measured reliably

• The project is technically and commercially feasible

• The Group intends to and has sufficient resources to complete the project

• The Group has the ability to use or sell the software

• The software will generate probable future economic benefits.

Software development costs not meeting these criteria are classified as research or maintenance expenditure and are

expensed to the Consolidated Income Statement as they are incurred. Directly attributable costs include employee costs

incurred on software development and external developer costs.

The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any

changes in estimate being accounted for on a prospective basis.

131Group plc Annual Report and Accounts 2024 131

Financial Statements

Intangible assets are amortised on a straight-line basis over their estimated useful lives. Assets under construction are

capitalised as expenditure is incurred, with amortisation commencing from the point at which the asset starts being utilised

by the Group. Annual impairment assessments are undertaken to ensure the valuations remain appropriate. Amortisation is

provided on the following basis:

• Intangibles (Software) 3 years, straight line

Property plant and equipment

Property, plant, and equipment acquired and owned by the Group is stated at historical cost less accumulated depreciation

and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the

asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Assets under construction are capitalised as expenditure is incurred and tested for impairments annually. Depreciation is

expensed to the Consolidated Income Statement to allocate the cost of assets, less any residual value, over their estimated

useful lives, using the straight-line method. Depreciation is provided on the following basis, from the point at which the asset

starts being utilised by the Group:

• Land and buildings 5 – 10 years, straight line

• Plant and machinery 10 – 20 years, straight line

• Fixtures and fittings 3 – 10 years, straight line (or over term of the lease)

• Motor vehicles 5 years, straight line

The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate,

or if there is an indication of a significant change since the last reporting date. At each reporting period end date, the

Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets

have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to

determine the extent of the impairment loss (if any).

The recoverable amount is the higher of the asset’s fair value less any costs to sell and its value in use. If the recoverable

amount of an asset is estimated to be less than it’s carrying amount, the carrying amount of the asset is reduced to its

recoverable amount and an impairment loss is recognised immediately in the Consolidated Income Statement.

Gains and losses on disposals are determined by comparing any proceeds on disposal with the carrying amount and are

recognised in the Consolidated Income Statement.

Leased assets

At inception of a new contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains,

a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for

consideration.

To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether a

physically distinct asset can be identified; the Group has the right to obtain substantially all of the economic benefits from

the asset throughout the period of use; the Group has the ability to direct the use of the asset over the lease term; and is able

to restrict the usage of third parties as applicable.

Leases are recognised in the Consolidated Statement of Financial Position as a right-of-use asset with a corresponding

lease liability except for:

• Leases of low value assets (less than £5,000); or

• Leases with a duration of 12 months or less.

Right-of use-assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and

increased for:

• Lease payments made at or before commencement of the lease;

• Initial direct costs incurred; and

• The amount of any provision recognised where the Group is contractually required to dismantle, remove, or restore the

leased asset.

Lease liabilities are recognised in the Consolidated Statement of Financial Position measured at the present value of the

contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate

inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group’s incremental

borrowing rate on commencement of the lease is used.

132 Group plc Annual Report and Accounts 2024132

Consolidated Financial Statements

Accounting Policies

Continued

On initial recognition, the carrying value of the lease liability also includes:

• Amounts expected to be payable under any residual value guarantee;

• The exercise price of any purchase option granted in favour of the Group if it is reasonably certain to access that option; and

• Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of the termination

option being exercised.

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance

outstanding and are reduced for lease payments made. Right-of-use assets are depreciated on a straight-line basis over

the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than

the lease term. When the Group revises its estimate of the term of any lease (because, for example, it re-assesses the

probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to

reflect the payments to make over the revised term, which are discounted at the revised discount rate applicable at the date

of estimation. An equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying

amount being depreciated over the remaining (revised) lease term.

Where the Group’s property leases contain variable payment terms, payments determined as variable are treated as

a charge to the Consolidated Income Statement and not capitalised. Variable lease payments are only included in the

measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease

liability assumes the variable element will remain unchanged throughout the lease term.

Dilapidations

The value of any provision for contractually committed future costs to dismantle, remove or restore a leased asset are

included in the initial measurement of a right-of-use asset.

Inventories

Inventory is recognised in the Consolidated Statement of Financial Position at the lower of cost and net realisable value.

Cost is determined on a weighted average cost basis and comprises all costs of purchase and other costs incurred in

bringing the inventories to their present location and condition. Net realisable value is the amount that can be realised from

the sale of the inventory in the normal course of business after allowing for the costs of realisation.

Inventory in transit at the period end is included within inventory at cost, where ownership of legal title by the Group can be

readily determined.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventory over its

estimated selling price less costs to sell is recognised as an impairment loss in the Consolidated Income Statement. In the

current period, the Group has determined that it should reduce the carrying value of inventory to recognise the estimated

exposure to writing off damaged items held at cost within inventory at the year end, which will subsequently be disposed of

by the Group when identified as damaged of faulty after the year end. Reversals of impairment losses are also recognised in

Consolidated Income Statement.

Trade and other receivables

Trade receivables are initially recognised when they are originated.

The Group makes use of a simplified approach in accounting for trade and other receivables and records the loss allowance

as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential

failure to make payment to the Group in line with agreed terms, at any point during the life of the financial instrument. In

calculating this, the Group uses its historical experience, external indicators, and forward-looking information to calculate

the expected credit losses.

The Group assesses impairment of trade and other receivables on a collective basis as they possess shared credit risk

characteristics based on grouping debt by days overdue.

Cash and cash equivalents

Cash and cash equivalents are liquid financial assets and include cash in hand, deposits held on call with banks, cash in transit

to the Group in respect of debit and credit card receipts, and other short-term liquid investments with original maturities of

three months or less.

Trade and other payables

Trade and other payables are recognised at fair value on the Consolidated Statement of Financial Position.

133Group plc Annual Report and Accounts 2024 133

Financial Statements

Financial instruments

Financial instruments are all financial assets and financial liabilities that comprise a contract that gives rise to a financial asset

of one entity and a financial liability or equity instrument of another entity and are detailed in note 25.

Financial assets and financial liabilities are recognised in the Consolidated Statement of Financial Position when the Group

becomes party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured

at fair value. Transaction costs that are directly attributable (other than financial assets or liabilities at fair value through profit

or loss are added to or deducted from the fair value as appropriate, on initial recognition.

A financial liability is derecognised when the obligation under the liability is discharged, cancelled, or expires. A financial

asset is derecognised when the rights to receive cash flows from the asset have expired.

The fair values of financial instruments measured at amortised cost and derivative instruments recognised at fair value are

disclosed in note 25.

Financial assets

Financial assets are subsequently classified into the following categories:

• Financial assets at fair value through profit or loss;

• Fair value through other comprehensive income; or

• Amortised cost.

The classification depends on the nature and purpose of the financial asset (i.e., the Group’s business model for managing

the financial assets and the contractual terms of the cash flows) and is determined at the time of initial recognition.

They are measured at amortised cost if they are held within a business model whose objective is to hold financial assets in

order to collect contractual cash flows and the contractual terms give rise on specified dates to cash flows that are solely

payments of principal and interest on the principal amount outstanding.

Financial assets not held at amortised cost or fair value through other comprehensive income are held at fair value through

profit or loss. At present the Group only has financial assets held at amortised cost, apart from derivatives which are

measured at fair value through profit or loss.

Financial liabilities

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the

contractual arrangements.

Equity instruments are any contract that evidences a residual interest in the assets of an entity after deducting all of its

liabilities. Equity instruments are recognised at proceeds received net of issue costs.

Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial liabilities at amortised

cost, which are measured using the effective interest method. At present the Group only has financial liabilities held at

amortised cost, apart from financial guarantees and derivatives which are measured at fair value through profit or loss.

Financial guarantees

The Group recognises financial guarantees where it has an obligation to reimburse another party for a loss should a specified

debtor does not make payment to them in line with contractual requirements. These guarantees, relating to the assignment

of previously occupied warehouses, are measured at fair value through profit or loss based on the Expected Credit Losses

model and a remeasured at each reporting date in accordance with the requirements of IFRS 9.

Impairment of financial assets

IFRS 9 requires the use of forward-looking information to recognise expected credit losses – the ‘expected credit loss

model’. Recognition of credit losses is not dependent on the Group first identifying a credit loss event; instead, the Group

considers a broader range of information when assessing credit risk and measuring expected credit losses, including past

events, current conditions and reasonable and supportable forecasts that affect the expected collectability of the future

cash flows of the instrument.

Derivatives

Derivatives are initially recognised in the Consolidated Statement of Financial Position at fair value at the date a derivative

contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or

loss is recognised in the Consolidated Income Statement within other gains/(losses) immediately unless the derivative is

designated and effective as a hedging instrument, in which event the timing of the recognition in Consolidated Income

Statement depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is

recognised as a financial liability.

134 Group plc Annual Report and Accounts 2024134

Consolidated Financial Statements

Accounting Policies

Continued

Provisions

Provisions are recognised in the Consolidated Statement of Financial Position where a legal or constructive obligation has

been incurred which will probably lead to an outflow of resources that can be reasonably estimated. The amount recognised

as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date,

taking into consideration the risks and uncertainties surrounding the obligation. The timing of cash outflows are by their nature

uncertain and are therefore best estimates. A contingent liability is disclosed where the existence of the obligations will only be

confirmed by future events, or where the amount of the obligation cannot be measured with reasonable reliability.

Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is

recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a

finance cost in the Consolidated Income Statement in the period in which it arises.

Warranties

All ProCook products are offered with a warranty ranging from 12 months to 25 years. This warranty provides the customer

with the right to return the product, should it not be performing in the manner as described when the product was

purchased. The customer is then entitled to a replacement product free of charge.

All warranties in the Group are assurance type warranties as the Group assures that the product will perform as expected.

The Group’s warranties do not provide any additional services to the customer and are not able to be purchased separately;

the warranties provide a guarantee to the customer that the product will perform as expected.

The Group maintains a warranty provision in respect of future expected cost of claims outstanding at the year-end, based

on sales which are accompanied by product warranties made prior to the financial year-end and historical return rate trends.

Dilapidations

The Group maintains a dilapidations provision in respect of its future restoration cost obligations in respect of leasehold

properties occupied by or previously occupied by the Group as at the financial year-end, based on historical average costs

incurred to vacate and make good a property, and any specific contractual requirements detailed within lease contracts.

Borrowings

Interest-bearing loans are initially recorded at their fair value and subsequently held at amortised cost. Arrangement and

transaction fees incurred are amortised over the term of the loan. Borrowings are classed as current liabilities unless the

Group has a right to defer settlement of the liability for at least 12 months after date of the Consolidated Statement of

Financial Position.

Share Capital

Changes in the share capital structure are recognised within equity on the Consolidated Statement of Financial Position,

with any excess over the nominal share price being recognised within Share premium. Where the Company purchases its

own equity share capital (treasury shares) the consideration paid, including any directly attributable incremental costs, is

deducted from the equity attributable to the Company’s equity holders until the shares are cancelled or reissued. Where

such shares are subsequently sold or reissued, any consideration received net of any directly attributable incremental

transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.

Impairment of non-financial assets

At the end of each reporting period, the Group reviews the carrying amounts of its non-financial assets to determine

whether there is an indication of impairment. For impairment purposes, assets are grouped at the lowest levels for which

there are largely independent cash inflows (cash-generating unit or CGU). As a result, some assets are tested individually for

impairment, and some are tested at the CGU level. Management considers CGUs to be determinable by individual store and

the various ecommerce platforms.

Assets and CGUs are tested for impairment whenever events or changes in circumstances indicate that the carrying amount

may not be recoverable. An impairment loss is recognised for the amount by which the assets or CGU’s carrying amount

exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use.

To determine the value-in-use, management estimate expected future cash flows from the CGU and determine a suitable

discount rate to calculate the present value of those cash flows. Discount factors are determined for the CGU to reflect

current market assessments of the time value of money and asset-specific risk factors.

Impairment charges are allocated on a pro-rata basis in accordance with the CGU’s carrying amounts. In allocating the

impairment loss to a CGU the carrying amount of each asset within the CGU is reduced to the highest of either its fair

value less costs to sell; value-in-use; or nil. Recognition of impairment losses do not result in a recognition of a liability. All

assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist. An

impairment loss is reversed if the assets or CGU’s recoverable amount exceeds its carrying amount.

135Group plc Annual Report and Accounts 2024 135

Financial Statements

Segmental reporting

The Group’s operating segments are reported in a manner consistent with the internal reporting provided to the Board of

Directors. The Board is identified as the Chief Operating Decision-Maker (‘CODM’) for the business and is responsible for

making strategic decisions, allocating resources, and assessing performance of the operating segments. The Group is

considered to have two operating segments: Ecommerce and Retail.

Revenues and underlying operating profits for both segments are generated from the sale of kitchenware and related

products. Each segment has separate operational characteristics and are identifiable by way of where the customer

completes their transaction; either in a retail store, or via one of the ecommerce website platforms the Group has operated

during the year.

New standards, amendments, and interpretations

New standards impacting the Group that have been adopted for the financial year ending 31 March 2024 are as follows:

• IFRS 17 (including the June 2020 amendments to IFRS 17) Insurance Contracts

• Amendments to IAS 1 and IFRS Practice Statement 2 Disclosure of Accounting Policies

• Amendments to IAS 8 Definition of Accounting Estimates

• Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction

• Amendments to IAS 12 International Tax Reform – Pillar Two Model Rules

Following an assessment, the Group have determined that these standards do not have a material impact upon the Group’s

Consolidated Financial Statements.

New standards, amendments and interpretations not yet adopted

There are several standards, amendments to standards, and interpretations which have been issued by the IASB that are

effective in future accounting periods that the Group has decided not to adopt early. The following amendments are

effective for the period beginning 1 April 2024:

• Amendments to IAS 1 Classification of Liabilities as Current or Non-current

• Amendments to IAS 1 Non-current Liabilities with Covenants

• Amendments to IFRS 16 Sale and Leaseback

• Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements

• Amendments to IAS 21 Lack of Exchangeability

The Group do not expect these standards to have a material impact on its Consolidated Financial Statements in future

reporting periods.

136 Group plc Annual Report and Accounts 2024136

Consolidated Financial Statements

Accounting Policies

Continued

1. Revenue

Group revenue is not reliant on any single major customer or group of customers. Management considers revenue is derived

from one business stream being the retail of kitchenware and related products and services.

Customers interact and shop with the Group across multiple touchpoints and their journey often involves more than one

channel. The Chief Operating Decision-Maker is the Board of Directors of ProCook Group plc. The Board reviews internal

management reports on a frequent basis, and in line with internal reporting, the channel reporting below indicates where

customers complete their final purchase transaction.

During the financial year ended 31 March 2024, all of the Group’s operations were carried out in the UK, the Group ceased its

trading operations in the European Union during the financial year ended 2 April 2023. All revenue is from external customers.

£’000

52 weeks

ended

31 March

2024

52 weeks

ended

2 April

2023

United Kingdom 62,585 61,550

European Union – 790

Total revenue 62,585 62,340

2. Operating expenses

Operating profit/(loss) for the periods is stated after charging:

£’000

52 weeks

ended

31 March

2024

52 weeks

ended

2 April

2023

Depreciation of tangible fixed assets 936 967

Amortisation of Intangible assets 131 128

Depreciation of right-of-use assets 3,945 4,034

Impairment of tangible fixed assets – 1,944

Impairment of right-of-use assets – 2,461

Variable lease payments 637 785

Gain on disposal of leases (2,301) (75)

Loss on disposal of property, plant, and equipment 457 37

Total R&D expenditure included in operating expenses for the 52 weeks ended 31 March 2024 was £nil (52 weeks ended

2 April 2023: £nil).

137Group plc Annual Report and Accounts 2024 137

Financial Statements

Notes to the Consolidated

Financial Statements

3. Non-underlying items

Consistent with prior years, expenses in respect of employee share-based awards which relate to the IPO event in FY22,

which itself is non-recurring, have been presented as non-underlying costs. These expenses are expected to continue into

FY25 up to the third anniversary of the IPO in November 2024.

During FY24, the Group completed the final elements of consolidation of warehouse operations into its new Store Support

Centre (“SSC”), with subsequent assignment of the two pre-existing warehouse leases to new tenants later in the year.

Operating and finance expenses associated with the costs of transitioning into the new site, dual occupancy of the new

or previous sites, and exit costs associated with the disposal of the two previous sites of £1.2m in FY24 (FY23: £0.5m) have

been presented as non-underlying costs as these items are non-recurring, dual-running and transition-related. Non-

underlying finance expenses relate to interest on lease liabilities relating to the disused warehouses.

Assignment of the leases, resulting in derecognition of the related right-of-use assets and liabilities and disposal of related

fixed assets, resulted in gains of £1.9m, including the reversal of £1.1m of prior year impairment provisions against these two

sites which were treated as non-underlying costs. The prior year impairment assessment considered a number of estimation

factors at that time, including the length of time each property would remain vacant. The reversal in current year reflects the

leases being assigned to new tenants in shorter timescales than those previously assumed.

During the year, there was a significant amount of change in the Group’s senior management team, following the

announcement that the Group’s Founder Daniel O’Neill would step down from his role as CEO and transition to a Non-

Executive Director role. The one-off costs associated with recruiting a new CEO and a subsequent restructuring of the

senior management team totalling £0.7m have been treated as non-underlying given their material and one-off nature.

Management considers that separate disclosure of this restructuring cost as non-underlying provides additional useful

information to the users of the financial statements around the day to day trading performance of the Group.

The Group carried out an impairment assessment as at 31 March 2024 which did not result in any expense (or reversal of

previous expense) to the Consolidated Income Statement. (2023: £3.3m in respect of Retail CGU impairment and £1.1m in

respect of the Group’s two pre-existing distribution / head office sites).

£’000

52 weeks

ended

31 March

2024

52 weeks

ended

2 April

2023

SSC transition-related costs 1,213 545

Net profit on reassignment of leases (1,867) –

Senior management restructuring costs 718 –

Share based payments 81 1,209

Impairment expense – 4,405

Non-underlying operating expenses 145 6,159

Non-underlying finance expense 132 204

Non-underlying loss before tax 277 6,363

138 Group plc Annual Report and Accounts 2024138

Notes to the Consolidated

Financial Statements Continued

4. Segmental reporting

The Chief Operating Decision Maker (CODM) is the Board of Directors and segmental reporting analysis is presented based

on the Group’s internal reporting to the Board. At 31 March 2024, the Group had two operating segments, being Ecommerce

and Retail. Central costs are reported separately to the Board. Whilst central costs are not considered to be an operating

segment, it has been included below to aid reconciliation with operating profit as presented in the Consolidated Income

Statement.

£’000

52 weeks

ended

31 March

2024

52 weeks

ended

2 April

2023

Revenue

Ecommerce 22,695 25,653

Retail 39,890 36,687

Total revenue 62,585 62,340

Operating profit/(loss)

Ecommerce 5,325 4,588

Retail 8,220 5,319

Central costs (11,422) (9,155)

Non-underlying operating costs

(145) (6,159)

Operating profit/(loss) 1,978 (5,407)

Finance costs (1,230) (861)

Other (losses)/gains 114 (55)

Non-underlying finance costs

(132) (204)

(Loss)/profit before tax 730 (6,527)

Included in non-underlying costs for the 52 weeks ended 2 April 2023 is an impairment charge of £3.3m in respect of Retail and £1.1m in respect of

the central segment).

Non-underlying finance costs are the interest costs on the lease liabilities for the disused warehouses which were disposed of in the year.

Substantially all of the assets of ProCook Group plc are located in the UK.

139Group plc Annual Report and Accounts 2024 139

Financial Statements

5. Auditor remuneration

The Group’s total fees paid or payable to its auditor in respect of the audit of the Group’s financial statements and for other

services provided to the Group:

£’000

52 weeks

ended

31 March

2024

52 weeks

ended

2 April

2023

Audit of Consolidated Financial Statements 48 39

Audit of the Parent Company and Group subsidiary entities 269 355

Other services

– 10

Total auditor remuneration 317 404

The Group engaged the auditor to undertake certain agreed upon procedures in respect of the interim financial statements.

6. Other income

£’000

52 weeks

ended

31 March

2024

52 weeks

ended

2 April

2023

Other income 49 51

Total other income 49 51

Other income relates solely to rental income.

7. Employee numbers and costs

The average monthly number of colleagues employed by the Group including Directors was:

£’000

52 weeks

ended

31 March

2024

52 weeks

ended

2 April

2023

Retail and distribution staff 513 564

Support staff 118 121

Total 631 685

The total remuneration of all employees including Directors includes:

£’000

52 weeks

ended

31 March

2024

52 weeks

ended

2 April

2023

Wages and salaries 13,416 12,952

Social security contributions and similar taxes 1,049 1,139

Other pension costs 281 305

Total 14,746 14,396

Details of Directors’ remuneration including base pay, short and long-term incentive schemes and pension entitlements are

disclosed in the Directors’ Remuneration Policy and Annual Report on Remuneration on pages 90 to 100.

140 Group plc Annual Report and Accounts 2024140

Notes to the Consolidated

Financial Statements Continued

8. Retirement benefit plan

The Group operates a defined contribution retirement benefit scheme for all qualifying employees. The scheme is

administered and managed by a separate third-party specialist pension scheme provider. The total expense recognised in

the Consolidated Income Statement for the 52 weeks ended 31 March 2024 was £281k (2 April 2023: £305k) and represents

contributions payable to these plans by the Group at rates specified in the rules of the plans.

9. Finance expense

£’000

52 weeks

ended

31 March

2024

52 weeks

ended

2 April

2023

Unwinding of discounted provisions 13 11

Interest on borrowings and other interest 367 283

Interest on lease liabilities 982 771

Total finance expense 1,362 1,065

10. Other gains and losses

£’000

52 weeks

ended

31 March

2024

52 weeks

ended

2 April

2023

Unrealised FX gains/(losses) 411 (518)

Exchange rate (losses)/gains (297) 463

Total gains / (losses) 114 (55)

Unrealised FX gains/(losses) relate to fair value movements on derivatives.

141Group plc Annual Report and Accounts 2024 141

Financial Statements

11. Tax expense

The tax expense for the periods presented differ from the standard rate of UK corporate income tax applicable in the

financial year. The differences are explained below:

£’000

52 weeks

ended

31 March

2024

52 weeks

ended

2 April

2023

(restated)

Current taxation

Corporate income tax charge for the period – –

Adjustments in respect of previous years (119) (243)

(119) (243)

Deferred tax

Origination and reversal of temporary differences 336 (479)

Impact of change in tax rate – –

Adjustments in respect of prior periods (97) 287

Total tax (credit)/expense 120 (435)

The tax charge reconciles with the standard rate of UK corporate income tax as follows:

£’000

52 weeks

ended

31 March

2024

52 weeks

ended

2 April

2023

(restated)

Profit on ordinary activities before tax 730 (6,527)

UK Corporate income tax at standard rate of 25% (2023: 19%) 183 (1,240)

Factors effecting the charge in the period:

Tax effect of expenses that are not deductible for tax purposes 153 (20)

Adjustments in respect of prior years (119) (243)

Other permanent differences (128) –

Fixed asset differences 9 –

Adjustments in respect of prior periods (deferred tax) (97) 287

Adjustments to brought forward values (13) –

Remeasurement of deferred tax 132 781

Total taxation expense/(credit) 120 (435)

The taxation expense for the period as a percentage of underlying profit before tax (the effective tax rate) was 16.4% (2023: 6.7%).

The standard rate of UK corporate income tax was 25% for the 52 weeks ended 31 March 2024 (2 April 2023: 19%). Deferred

tax balances reflect future corporation tax rates of 25%.

The deferred tax asset has arisen due to accelerated capital allowances on items of property, plant and equipment, the

timing of future vesting dates in respect of share-based payments and carried forward losses from the previous financial

year. The amounts have been presented on a net basis to follow the way in which they will be recouped by the Group.

The deferred tax assets recognised as at 3 April 2022 and 2 April 2023 have been restated. Both financial years showed

an overstated deferred tax asset due to the deferred tax on future-vesting share based payments having previously been

recognised based on the fair value of the options granted instead of the available future tax relief (the available tax relief

being based on the difference between exercise price and market value as at the reporting date, accruing over the time

period from grant until vest date).

142 Group plc Annual Report and Accounts 2024142

Notes to the Consolidated

Financial Statements Continued

11. Tax expense continued

Restated brought forward movements:

£’000

Short-term

timing

differences

Accelerated

capital

allowances

Share based

payments

Carried

forward losses Total

Deferred tax asset as at 3 April 2022

(as reported) - (479) 1,654 - 1,175

Remeasurement of deferred tax on

share options - - (473) - (473)

Deferred tax asset as at 3 April 2022

(restated) - (479) 1,181 - 702

(Debit)/Credit to profit and loss - (601) (838) 1,631 192

Deferred tax asset as at 2 April 2023

(restated) - (1,080) 343 1,631 894

Movement in the year:

£’000

Short-term

timing

differences

Accelerated

capital

allowances

Share based

payments

Carried

forward

losses Total

Deferred tax asset as at 2 April 2023 (restated) - (1,080) 343 1,631 894

(Debit)/Credit to profit and loss 112 (516) (132) 297 (239)

Deferred tax asset at 31 March 2024 112 (1,596) 211 1,928 655

Carried forward tax losses arise from the tax losses incurred during the previous financial year. As set out in the Critical

Accounting Estimates and Judgements section on page 128, the recognition of the deferred tax asset in relation to the

carried forward losses is judged to be appropriate given the Group’s projections of sufficient future taxable profits against

which such deferred tax assets could be offset.

12. Dividends

£’000

52 weeks

ended

31 March

2024

Dividend

per share

(pence)

52 weeks

ended

2 April

2023

Dividend

per share

(pence)

Final dividend for the period ended 3 April 2022 – – 272 0.9 pence

Interim dividend for the period ended 2 April 2023 – – – –

The FY22 final dividend of £1.0m was declared representing 0.9 pence per share, however £0.7m of this dividend was

waived by certain shareholders. The final dividend was paid to the shareholders on the register at close of business on 2

September 2022. No dividends were declared or paid in the 52 weeks to 31 March 2024.

143Group plc Annual Report and Accounts 2024 143

Financial Statements

13. Earnings per share

Basic earnings per share is calculated by dividing the profit for the period attributable to equity holders of the Group by the

weighted average number of ordinary shares in issue.

Diluted earnings per share is calculated by dividing the profit for the period attributable to ordinary equity holders of the

parent by the weighted average number of ordinary shares in issue during the period plus the weighted average number

of ordinary shares that would have been issued on the conversion of all dilutive potential ordinary shares into ordinary

shares.

52 weeks

ended

31 March

2024

52 weeks

ended

2 April

2023

Weighted average number of shares 108,956,624 108,956,624

Impact of share options 7,072,398 9,126,940

Number of shares for diluted earnings per share 116,029,022 118,083,564

Restated

£’000

52 weeks

ended

31 March

2024

Underlying

52 weeks

ended

31 March

2024

Reported

52 weeks

ended

2 April

2023

Underlying

52 weeks

ended

2 April

2023

Reported

Profit/(loss) for the period 842 610 (153) (6,092)

Earnings per ordinary share – basic 0.77p 0.56p (0.14)p (5.59)p

Earnings per ordinary share – diluted

0.73p 0.53p (0.14)p (5.59)p

Underlying earnings per ordinary share is a non-IFRS measure.

In the 52 weeks ended 2 April 2023 the impact of share options was anti-dilutive

The deferred tax asset in the financial years ending 3 April 2022 and 2 April 2023 has been restated in relation to deferred tax on share based

payments. Further information relating to this restatement is set out in note 11.

14. Intangible assets

£’000 Software

Assets under

construction Total

Cost

At 3 April 2022 257 158 415

Additions – – –

Transfers out of Assets under construction 158 (158) –

At 2 April 2023 415 – 415

Additions – – –

31 March 2024 415 – 415

Accumulated amortisation

At 3 April 2022 52 – 52

Charge for the period 128 – 128

At 2 April 2023 180 – 180

Charge for the period 131 – 131

31 March 2024 311 – 311

Net book value

At 3 April 2022 205 158 363

At 2 April 2023 235 – 235

31 March 2024 104 – 104

Amortisation was recognised in the Consolidated Income Statement within operating expenses throughout the period.

144 Group plc Annual Report and Accounts 2024144

Notes to the Consolidated

Financial Statements Continued

15. Property, plant, and equipment

£’000

Land and

Buildings

Plant and

Machinery

Fixtures

and Fittings

Motor

Vehicles

Assets under

Construction Total

Cost

At 3 April 2022 12 487 8,462 29 425 9,415

Additions – – 1,112 – 3,816 4,928

Transfers 175 21 2,418 – (2,614) –

Disposals – – (241) – – (241)

At 2 April 2023 187 508 11,751 29 1,627 14,102

Additions – 153 1,327 – 364 1,844

Transfers – – 1,532 – (1,532) –

Disposals – (296) (615) – (35) (946)

31 March 2024 187 365 13,995 29 424 15,000

Accumulated depreciation and impairment

At 3 April 2022 3 63 3,541 7 – 3,614

Charge for the period 3 34 925 5 – 967

Disposals – – (204) – – (204)

Impairment 1 101 1,838 4 – 1,944

At 2 April 2023 7 198 6,100 16 – 6,321

Impairment reallocation

132 (10) (121) (1) – –

Charge for the period – 29 903 4 – 936

Disposals – (130) (359) – – (489)

31 March 2024 139 87 6,523 19 – 6,768

Net book value

At 3 April 2022 9 424 4,921 22 425 5,801

At 2 April 2023 180 310 5,651 13 1,627 7,781

At 31 March 2024 48 278 7,472 10 424 8,232

A detailed review of prior year impairment allocation to individual assets was performed during the period, resulting in a revised allocation of the

charge across the different asset classes, As the overall effect of the reallocation is immaterial to the financial statements, retrospective application

has not been required.

Assets under construction includes retail store equipment and fixtures acquired but not yet in use.

Impairment tests have been carried out where appropriate, with no impairment charges recognised in the 52 weeks ended

31 March 2024 (FY23: £1.9m).

Depreciation was recognised in the Consolidated Income Statement within operating expenses throughout the period.

16. Leased assets

The Group leases a number of assets, with all lease payments fixed over the lease term. Where there are leasehold

properties which hold a variable element to lease payments made these are not fixed and not capitalised as part of the right

of use asset. All expected future non-variable cash out flows are reflected within the measurement of the lease liabilities at

each period end.

As at

31 March

2024

As at

2 April

2023

Number of active leases 70 71

The Group’s leases include leasehold properties for commercial and head office use, motor vehicles and plant equipment.

The leases range in length from 2 to 15 years and vary in length depending on lease type. Leasehold properties hold the

longest-term length of up to 15 years, plant and equipment of up to 5 years, and motor vehicles of up to 5 years.

145Group plc Annual Report and Accounts 2024 145

Financial Statements

16. Leased assets continued

Extension, termination, and break options

The Group occasionally negotiates extension, termination, or break clauses in its leases. In determining the lease term,

management considers all facts and circumstances that create an economic incentive to exercise an extension option, or

not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term

if the lease is reasonably certain to be extended (or not terminated).

On a case-by-case basis, the Group will consider whether the absence of a break clause would expose the Group to

excessive risk. Typically, factors considered in deciding to negotiate a break clause include:

• The length of the lease term;

• The economic stability of the environment in which the property is located; and

• Whether the location represents a new area of operations for the Group.

Incremental borrowing rate

The Group has adopted a rate with a range of 2% - 7% as its incremental borrowing rate, being the rate that the individual

lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a

similar economic environment with similar terms, security, and conditions. This rate is used to reflect the risk premium over

the borrowing cost measured by reference to the Group’s financing facilities.

Short term or low value lease expense

No short term or low value leases existed during the financial period.

Right-of-use assets included in the Consolidated Statement of Financial Position were as follows:

£’000

Leasehold

Property

Motor

Vehicles

Plant and

Equipment Total

Cost

At 3 April 2022 26,225 236 68 26,529

Additions 16,336 – – 16,336

Re-measurement

(4,371) – – (4,371)

Disposals (1,706) (54) (29) (1,789)

At 2 April 2023 36,484 182 39 36,705

Additions 2,712 – 53 2,765

Re-measurement

1,021 – – 1,021

Disposals (8,876) (57) – (8,933)

At 31 March 2024 31,341 125 92 31,558

Accumulated depreciation and impairments

At 3 April 2022 5,430 87 27 5,544

Charge for the period 3,959 64 11 4,034

Disposals (701) (54) (29) (784)

Impairment 2,461 – – 2,461

At 2 April 2023 11,149 97 9 11,255

Charge for the period 3,874 54 17 3,945

Disposals (4,107) (57) – (4,164)

Impairment – – – –

At 31 March 2024 10,916 94 26 11,036

Net Book Value

At 3 April 2022 20,795 149 41 20,985

At 2 April 2023 25,335 85 30 25,450

At 31 March 2024 20,425 31 66 20,522

Remeasurements have arisen where rentals have been subject to indexation or rent reviews, or where store lease rental terms and lease expiry dates

have been renegotiated.

146 Group plc Annual Report and Accounts 2024146

Notes to the Consolidated

Financial Statements Continued

16. Leased assets continued

For impairment testing purposes, the Group has determined that each store is a separate CGU. Each CGU is tested for

impairment at the balance sheet date if any indicators of impairment exist.

The value in use of each CGU is calculated based on the Group’s latest budget and forecast cash flows, covering a three-

year period, which have regard to historic performance and knowledge of the current market, together with the Group’s

views on the future achievable growth. Cash flows beyond this three-year period are extrapolated using a longer-term

growth rates based on management’s future expectations. These have been prepared utilising both historical experience as

well as a forward-looking estimates with respect to trading conditions and performance, together with allocations of central

overheads and an estimate of Ecommerce contribution attributable to customers first acquired in retail stores, reflecting

the omnichannel nature of our business, based on historical sales data.

The key assumptions in the value in use calculations are the growth rates of sales and gross profit margins, changes in the

operating cost base, long-term growth rates and the risk-adjusted pre-tax discount rate.

The pre-tax discount rates are derived from the Group’s weighted average cost of capital, which has been calculated using

the capital asset pricing model, the inputs of which include a country risk-free rate, equity risk premium, Group size premium

and a risk adjustment (beta) along with the cost of debt. The resulting pre-tax discount rate used was 13.4% (FY23: 12.8%).

Impairment tests have been carried out where appropriate, with no impairment charges recognised in the 52 weeks ended

31 March 2024 (2023: total impairment charge of £4.4m, being £2.5m relating to Right-of-use assets and £1.9m relating to

Property, plant, and equipment).

Lease liabilities included in the Consolidated Statement of Financial Position were as follows:

£’000

Leasehold

Property

Motor

Vehicles

Plant and

Equipment Total

At 3 April 2022 22,269 141 39 22,449

Additions 15,893 – – 15,893

Remeasurement

(4,371) – – (4,371)

Interest expense 768 2 1 771

Lease payments (4,318) (67) (11) (4,396)

Disposals

(1,080) – – (1,080)

At 2 April 2023 29,161 76 29 29,266

Additions 2,665 – 53 2,718

Remeasurement

1,126 – – 1,126

Interest expense 978 1 3 982

Lease payments (4,311) (48) (21) (4,380)

Disposals

(7,070) – – (7,070)

At 31 March 2024 22,549 29 64 22,642

Remeasurements have arisen where rentals have been subject to indexation or rent reviews, or where store lease rental terms and lease expiry dates

have been renegotiated.

Disposals in the year predominantly related to the assignment of leases relating to two distribution centres which were surplus to requirements after

the transition to the new Store Support Centre at the beginning of FY24. In the prior year impairment charges of £0.9m were recognised against

these leases based on a Value In Use assessment which considered a number of estimation factors at that time, including the length of time each

property would remain vacant.

147Group plc Annual Report and Accounts 2024 147

Financial Statements

16. Leased assets continued

The remaining contractual maturities of the lease liabilities, which are gross and undiscounted, and a reconciliation to their

present value are as follows:

£’000

As at

31 March

2024

As at

2 April

2023

Within 1 year 4,177 4,147

After 1 year and less than 2 years 3,920 4,404

After 2 years and less than 5 years 8,008 9,660

After 5 years and less than 10 years 7,024 9,860

After 10 years 3,987 7,206

Total including interest cash flows 27,116 35,277

Less: interest cash flows (4,474) (6,011)

Total principal cash flows 22,642 29,266

Reconciliation of current and non-current lease liabilities:

£’000

As at

31 March

2024

As at

2 April

2023

Current 3,347 2,836

Non-current 19,295 26,430

Total 22,642 29,266

At the beginning of FY24 the Group completed the transition into the new Store Support Centre, making the two pre-existing

distribution centres surplus to requirements. During FY24 the leases on both pre-existing distribution centres were assigned

to separate third parties for the full remainder of the lease terms. The Group acts as a guarantor on the leases should the new

tenants default on their obligations, however we have assessed the value of the financial guarantee to be trivial.

17. Inventories

£’000

As at

31 March

2024

As at

2 April

2023

Finished goods and goods for resale 9,716 11,515

The cost of Group inventories recognised as an expense in the period to 31 March 2024 amounted to £21.5m

(2 April 2023: £24.0m). This is included in cost of sales.

Within inventory the Group has recognised a provision relating to damaged stock of £68k as at 31 March 2024

(2 April 2023: £123k).

18. Trade and other receivables

£’000

As at

31 March

2024

As at

2 April

2023

Trade receivables – –

Other receivables 711 840

Derivative financial instruments 42 –

Prepayments 2,989 1,400

Total 3,742 2,240

All trade and other receivables are due within one year from the end of the reporting period. No impairment was incurred on

trade and other receivables during the period and the expected credit loss provision held at period end is nil (2 April 2023:

nil). No material amounts are overdue as at the reporting date (2 April 2023: nil). The Directors consider that the carrying value

of trade and other receivables approximates to their fair value.

Included in other receivables at the period end is supplier deposits of £373k (2 April 2023: £512k).

148 Group plc Annual Report and Accounts 2024148

Notes to the Consolidated

Financial Statements Continued

19. Cash and cash equivalents

£’000

As at

31 March

2024

As at

2 April

2023

Cash at bank available on demand 854 1,180

Cash in transit 1,151 782

Total 2,005 1,962

20. Trade and other payables

£’000

As at

31 March

2024

As at

2 April

2023

Amounts falling due within one year:

Trade payables 2,889 1,796

Other payables 1,003 477

Accruals 4,132 2,768

Deferred income 167 81

Derivative financial instruments – 369

Other taxation and social security 2,240 1,785

10,431 7,276

Amounts falling due after one year:

Accruals 48 954

Total 10,479 8,230

The Directors consider that the carrying value of trade and other payables approximates to their fair value. Trade payables

are non-interest bearing and are typically settled monthly. The accruals falling due after one year relate solely to the

Employers National Insurance contributions payable on Share Schemes.

21. Provisions

£’000

As at

31 March

2024

As at

2 April

2023

Amounts falling due within one year:

Warranties 147 116

Dilapidations 106 84

253 200

Amounts falling due after one year:

Warranties 77 7

Dilapidations 488 605

565 612

Total 818 812

Provisions for warranties are largely short term in nature given the Group’s experience of the timing of such claims being

largely made within the first year of purchase. The estimated costs to service these claims have minimal uncertainty as they

are based on the cost of the Group’s products.

Provisions for dilapidations are based on the Group’s past experience of existing leasehold property sites. It is estimated

that all dilapidations provisions will occur at the end of the term of the lease.

149Group plc Annual Report and Accounts 2024 149

Financial Statements

21. Provisions continued

£’000 Dilapidations Warranties Total

At 2 April 2023 689 123 812

Additions during the year 26 149 175

Remeasurement (105) – (105)

Unwinding of discount rate 13 – 13

Utilised during the year (29) (48) (77)

At 31 March 2024 594 224 818

22. Borrowings

£’000

As at

31 March

2024

As at

2 April

2023

Current

Bank loans 2,754 4,716

Total borrowings 2,754 4,716

As at 31 March 2024 the Group has access to an uncommitted trade finance facility which expires on 31 August 2024, although

is expected to be renewed at that date, with a maximum limit of £6.0m. There is a performance KPI (inventory to payables ratio)

which is monitored on a quarterly basis, however there are no covenants or guarantees or other collateral associated with this

facility. The following amounts had been drawn down and were outstanding at 31 March 2024: £2.8m (2 April 2023: £4.7m).

The Group has access to a committed £10m Revolving Credit Facility (RCF) to provide additional cash headroom to support

operational and investment activities. Additionally, the RCF agreement provides an accordion option, subject to the lender’s

approval, to extend the facility by a further £5m. No amounts were drawn on this facility at the year end date (2 April 2023: nil).

Shortly after the year-end, on the 19 April 2024, the Group successfully finalised a one-year extension to the RCF which

extends the expiry date out to April 2026. Additionally, the terms in respect of the fixed charge cover covenant were

amended, in order to provide additional headroom against that covenant in light of the Group’s performance over the last

two financial years. The revised covenant test requires EBITDAR to be no less than 1.30x fixed charges for the FY24 Q4 and

FY25 Q1 and Q2 test dates, and 1.40x thereafter. The leverage coverage remains unchanged with net debt to be no greater

than 2.0x EBITDA. Both covenants are tested quarterly and are calculated on a last twelve month rolling, pre-IFRS 16 basis.

The Group has a debenture in place during the year which related to a fixed charge over all present freehold and leasehold

property provided as security to the Group’s Revolving Credit Facility which will remain in place throughout the term of the

facility agreement.

23. Derivatives

The Group’s local currency is Pounds Sterling but due to purchases of goods and services in foreign currencies the

Group seeks to reduce foreign exchange risk by entering into forward contracts and other derivatives. At 31 March 2024,

the outstanding contracts all mature within 24 months of the period end, with committed purchases of $20.8m

(2 April 2023: $21.5m).

The contracts are measured at their fair value, which is determined using valuation techniques that utilise observable

inputs. The key inputs used in valuing the derivatives are the forward exchange rates. The fair value movement of the foreign

currency contracts are detailed in note 10 above.

There were no designated hedges in place during the current or proceeding financial year.

150 Group plc Annual Report and Accounts 2024150

Notes to the Consolidated

Financial Statements Continued

24. Changes in liabilities arising from financing activities

£’000

2 April

2023 Repayments Interest

New

borrowings

Other gains

and losses

31 March

2024

Short-term borrowings 4,716 (26,290) 367 23,974 (13) 2,754

Lease liabilities 29,266 (4,380) 982 2,718 (5,944) 22,642

Total liabilities from financing activities 33,982 (30,670) 1,349 26,692 (5,957) 25,396

25. Financial risk management

Financial risk management

The Group is exposed through its operation to the following financial risks: credit risk, interest rate risk, foreign exchange

risk and liquidity risk. Risk management is carried out by the Directors of the Group. The Group uses financial instruments to

provide flexibility regarding its working capital requirements and to enable it to manage specific financial risks to which it is

exposed.

The Group finances its operations through a mixture of debt finance, cash and liquid resources and various items such as

trade debtors and trade payables which arise directly from the Business’s operations.

For further information on the Group’s Capital allocation and dividend policy, please see page 49.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its

contractual obligations. To minimise the risk, the Group endeavours only to deal with companies which are demonstrably

creditworthy and this, together with the aggregate financial exposure, is continuously monitored. The maximum exposure

to credit risk is the carrying value of its financial receivables, trade and other receivables and cash and cash equivalents as

disclosed in the notes to the financial information.

The receivables’ age analysis is evaluated on a regular basis for potential doubtful debts, considering historic, current, and

forward-looking information. No impairments to trade receivables have been made to date. Further disclosures regarding

trade and other receivables are provided within the notes to financial statements.

Credit risk also arises on cash and cash equivalents and deposits with banks and financial institutions. For banks and financial

institutions, only independently rated parties with minimum rating “B+” are accepted.

Currently all financial institutions whereby the Group holds significant levels of cash are rated from A- to A+.

Interest rate risk

As at 31 March 2024 the Group’s only drawn borrowings are through its trade finance facility with a floating interest rate

linked to the United States Federal funds rate. This is variable on the amount drawn down and there is no fixed settlement

date, therefore the interest rate risk exposure for the Group is minimal. The Group also has a £10m RCF with a floating interest

rate linked to the Bank of England base rate. The Group’s policy aims to manage the interest cost of the Group within the

constraints of its financial borrowings. The Group does not currently use any form of derivatives to manage interest rate

volatility or future rate increases, however it does seek to minimise interest costs through careful management of its use of

facilities.

During the period, if interest rates had been 100 basis points higher with all other variables held constant, pre-tax profit

would have been £48k lower (2023: £47k lower).

Foreign exchange risk

Foreign exchange risk arises when the Group enter transactions in a currency other than their functional currency. The

Group’s policy is, where possible, to settle liabilities denominated in a currency other than its functional currency with cash

already denominated in that currency.

The Group makes purchases of goods and services from overseas in foreign currencies and uses additional means to cover

its exposure to the foreign exchange movement. The Group uses various financial derivatives, such as forward exchange

contracts, to help mitigate movements in foreign currency to restrict losses and to ascertain control of expected cash

outflows. All the Group’s foreign exchange contracts are designated to settle the corresponding liability.

151Group plc Annual Report and Accounts 2024 151

Financial Statements

25. Financial risk management continued

Liquidity risk

The Group seeks to maintain sufficient cash balances to support its working capital and investment requirements.

Management reviews cash flow forecasts on a regular basis to determine whether the Group has sufficient available cash to

meet support its operational and investment activities.

Financial assets

Financial assets measured at amortised cost, which approximates to fair value, comprise trade receivables, other

receivables, and cash.

£’000

As at

31 March

2024

As at

2 April

2023

Trade receivables – –

Other receivables 711 840

Cash at bank and on hand 854 1,180

Total 1,565 2,020

Financial assets measured at fair value include derivative financial assets:

£’000

As at

31 March

2024

As at

2 April

2023

Derivatives 42 –

Total 42 –

In the 52 weeks ended 31 March 2024, derivatives assets were included within the balance sheet under trade and other

receivables and were recognised under level 2 of the fair value hierarchy.

Financial liabilities

Financial liabilities measured at amortised cost comprise trade and other payables, accruals, borrowings, and lease

liabilities:

£’000

As at

31 March

2024

As at

2 April

2023

Trade payables 2,889 1,796

Other payables 1,003 477

Accruals 4,132 2,768

Borrowings 2,754 4,716

Lease liabilities 22,642 29,266

Total 33,420 39,023

Financial liabilities measured at fair value include derivative financial liabilities, as follows:

As at

31 March

2024

As at

2 April

2023

Derivatives – 369

Total – 369

In the 52 weeks ended 31 March 2024, derivatives liabilities are included within the balance sheet under trade and other

payables and are recognised under level 2 of the fair value hierarchy.

152 Group plc Annual Report and Accounts 2024152

Notes to the Consolidated

Financial Statements Continued

25. Financial risk management continued

A maturity analysis of the Group’s financial liabilities is shown below. With the exception of lease liabilities (whose payment

schedule spans the term of the respective lease agreements, please see Note 16 for further details) and national insurance

contributions on share based payments, the Groups’ other liabilities as at 31 March 2024 are all due within less than one year:

£’000

As at

31 March

2024

As at

2 April

2023

Due within one year:

Trade payables 2,889 1,796

Other payables 1,003 477

Accruals 4,084 2,768

Borrowings 2,754 4,716

Lease liabilities 3,347 2,836

Total 14,077 12,593

As at

31 March

2024

As at

2 April

2023

Due within one year:

Derivatives – 369

Total – 369

£’000

As at

31 March

2024

As at

2 April

2023

Due after one year:

Accruals 48 954

Lease liabilities 19,295 26,430

Total 19,343 27,384

Further maturity of the Group’s lease liabilities is set out in note 16. All other liabilities which are due after one year are due to

be settled within five years.

The currency profile of the Group’s cash and cash equivalents is as follows:

£’000

As at

31 March

2024

As at

2 April

2023

Sterling 1,601 1,531

US Dollar 383 249

Euro 21 182

Total 2,005 1,962

153Group plc Annual Report and Accounts 2024 153

Financial Statements

25. Financial risk management continued

Foreign denominated asset and liability balances held at the year-end are as follows:

£’000

As at

31 March

2024

As at

2 April

2023

Current assets

Cash and cash equivalents 404 431

Current liabilities

Trade and other payables 1,279 1,134

Borrowings 2,754 4,716

Total 4,437 6,281

Substantially all of the trade and other payables positions and borrowings positions shown above are denominated in

US Dollars.

Further information relating to the Group’s hedging of these assets and liabilities is set out in note 23. A $0.01 change in the

Sterling to USD exchange rate would result in a £40k increase/ decrease in the Consolidated Income Statement.

Capital disclosures

The capital structure of the business consists of cash and cash equivalents, debt, and equity. Equity comprises share capital

and retained profit and is equal to the amount shown as ‘Equity’ in the balance sheet. As at 31 March 2024 debt comprised

solely of the borrowings on the Group’s trade finance facility which is set out in further detail above and in the notes to the

accounts.

The Group’s objectives when maintaining capital are to:

• Safeguard the Group’s ability as a going concern so that it can continue to pursue its growth plans.

• Provide a reasonable expectation of future returns to shareholders.

• Maintain adequate financial flexibility to preserve its ability to meet financial obligations, both current and long term.

The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and adjusts it

in the light of changes in economic conditions and the risk characteristics of underlying assets. In order to maintain or adjust

the capital structure, the Group may issue new shares or sell assets to reduce debt.

During the periods presented the Group’s business strategy remained unchanged.

During the periods presented the Group maintained compliance with all relevant facility covenants.

26. Share capital and reserves

As at

31 March

2024

As at

2 April

2023

Allotted, called up and fully paid

108,956,624 Ordinary Shares of 1p each 1,089,566 1,089,566

Total 1,089,566 1,089,566

Only one class of shares have been issued which have full voting, dividend, and capital distribution rights.

Reserves

The following describes the nature and purpose of each reserve within equity:

Share premium account: Proceeds received in excess of the nominal value of shares issued, net of any transaction costs

Share option reserve: Used to recognise the value of equity-settled share-based payments expenses. See note 27 for

further details on share-based payment plans.

Retained earnings: All other accumulated net gains and losses and transactions with shareholders not recognised

elsewhere.

154 Group plc Annual Report and Accounts 2024154

Notes to the Consolidated

Financial Statements Continued

27. Share based payments

The Group operates several equity-settled share based compensation plans for employees. The vesting date for each

scheme is the last day of the contractual life of the scheme. The terms and conditions of the grants are detailed below:

IPO Awards

Upon listing, a number of equity-settled schemes were set up, with options awarded to both the Leadership Team and

eligible employees with employment pre-dating March 2021. There are no performance conditions attached to these

schemes, except that the employee is required to be in employment with ProCook Group plc on the vest date, with the

exception of the Leadership IPO award which does not include this condition.

IPO Awards

As at

31 March

2024 WAEP (£)

As at

2 April

2023 WAEP (£)

Outstanding at beginning of period 6,931,594 0.23 7,632,008 0.27

Granted during the period – – – –

Forfeited/lapsed during the period (365,773) 0.29 (700,414) 0.29

Exercised during the period (2,119,203) – –

Outstanding at period end 4,446,618 0.39 6,931,594 0.23

Available to exercise at end of period 1,054,673 – – –

Available to exercise at end of period refers to all options not exercised which have passed their vesting date but have not

reached any expiry date, if applicable.

Options outstanding at 31 March 2024 are exercisable at prices ranging from nil to £1.45 (2 April 2023: nil to £1.45) and the

weighted average remaining vest period for the IPO Awards is 7 months as at 31 March 2024 (2 April 2023: 19 months):

IPO Awards

Exercise Price (pence):

As at

31 March

2024

Weighted

Average

Remaining

Months

As at

2 April

2023

Weighted

Average

Remaining

Months

nil 1,227,086 7 3,346,289 19

145.0 689,655 7 689,655 19

44.0 843,350 7 965,258 19

29.0 843,350 7 965,258 19

14.5 843,177 7 965,134 19

4,446,618 7 6,931,594 19

Long-Term Incentive Plans (LTIPs)

The Group operates an equity-settled LTIP for Executive Directors and the Senior Leadership Team, with performance

conditions which are set out in the Remuneration Report. Performance conditions for the Senior Leadership Team are

consistent with those disclosed for Executive Directors. The movements in nil-cost LTIP awards during the year were as

follows:

LTIPs

As at

31 March

2024

As at

2 April

2023

Outstanding at beginning of period 3,325,374 706,893

Granted during the period 4,292,960 2,618,481

Forfeited/lapsed during the period (2,622,709) –

Exercised during the period – –

Outstanding at period end 4,995,625 3,325,374

Available to exercise at end of period – –

The weighted average remaining contractual life of these options is 2.2 years (2023: 2.0 years).

155Group plc Annual Report and Accounts 2024 155

Financial Statements

27. Share based payments continued

Save As You Earn Scheme

All colleagues are invited to participate in Save As You Earn Schemes each year up to a monthly maximum savings amount of

£500 per month, with options granted at the Company share price at the date of award less a discount of 20%. The Save As

You Earn schemes are HMRC ‘approved’ schemes and are administered by a specialist third party provider. All schemes carry

a contractual vest period of 3 years from the scheme inception date, with a six month exercise period after the completion

of each scheme.

SAYE

As at

31 March

2024 WAEP (£)

As at

2 April

2023 WAEP (£)

Outstanding at beginning of period 1,395,228 0.31 435,255 1.12

Granted during the period 405,633 0.26 1,330,364 0.27

Forfeited/lapsed during the period (487,467) 0.31 (370,391) 1.12

Exercised during the period – – –

Outstanding at period end 1,313,394 0.21 1,395,228 0.31

Available to exercise at end of period – – – –

Exercisable at end of period refers to all options not exercised which have passed their vesting date but have not reached

any expiry date, if applicable.

Options outstanding at 31 March are exercisable at prices ranging from £0.26 to £1.12 (2023: £0.27 to £1.12) and the

weighted average remaining vest period for the SAYE Awards is 25 months as at 31 March 2024 (2023: 33 months):

SAYE

Exercise Price (pence):

As at

31 March

2024

Weighted

Average

Remaining

Months

As at 2 April

2023

Weighted

Average

Remaining

Months

44.0 41,120 10 64,864 22

29.0 866,641 22 1,130,364 34

14.5 405,633 34 – –

1,313,394 25 1,395,228 33

Fair Value calculations

The fair value of all share options granted are calculated at the date of grant using a Black-Scholes option pricing model.

Given the Group’s admission to the London Stock Exchange in November 2021, at the date of issue, volatility remains

relatively unknown and cannot be measured historically for the typical three year vest period attached to awards made in the

year. A reasonable volatility expectation has therefore been applied by the Group, based on a review of similar businesses’

historical share price volatility and the Group’s share price history.

Detail of inputs to Fair Value calculations for options granted in the year are shown below:

LTIPs 2024 2023

Share price at date of grant 25 pence 43 pence

Exercise Price 0 pence 0 pence

Volatility 49.3% 50%

Expected life 3 years 3 years

Risk Free rate 4.81% 2.46%

Dividend yield 0.88% 1.98%

Fair value per option 24 pence 40 pence

156 Group plc Annual Report and Accounts 2024156

Notes to the Consolidated

Financial Statements Continued

27. Share based payments continued

SAYE 2024 2023

Share price at date of grant 32 pence 41 pence

Exercise Price 26 pence 27 pence

Volatility 50.7% 76.0%

Expected life 3 years 3 years

Risk Free rate 4.15% 2.29%

Dividend yield 0.00% 3.10%

Fair value per option 14 pence 22 pence

A corresponding charge to the Consolidated Income Statement of £0.5m (2023: £1.1m) has been made in respect of these

share options in the period. In total, including movements of National Insurance accruals, £0.1m has been recognised as

a non-underlying cost and £0.1m as an underlying cost during the year ending 31 March 2024 (2 April 2023: £1.2m non-

underlying cost, £0.1m underlying credit).

Exercises of IPO awards which vested in the year, which at the point of exercise were included in the share option reserve at

a value of £3.3m, were satisfied by either cash settlement or transfers of shares from the Employee Benefit Trust. Including

withholding taxes paid on the employees’ behalf, total cash outflows relating to these exercises were £0.4m. Excess

balances in the share option reserve totalling £2.9m, where the market price on exercise was lower than the accrued fair

value of the related options, have been transferred within equity to retained earnings. The Weighted Average Share Price at

the dates of these exercises was 21.3p.

28. Contingent liabilities

The Company had no contingent liabilities at the year-end date (2023: none).

29. Related parties

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation

and are not disclosed in this note.

Transactions with Quella Bicycle Limited, a related party by virtue of one of the Group’s Directors (Daniel O’Neill) holding a

financial interest, relate to logistics costs incurred on Quella’s behalf. During the year, Quella Bicycle Limited were charged

£1k (2 April 2023: £7k). Payments from Quella totalled £1k during the year (2 April 2023: £7k). The amount receivable at

31 March 2024 was nil (2 April 2023: £7k).

Transactions with Life’s a Beach, a related party by virtue of one of the Group’s Directors (Daniel O’Neill) being a trustee

of the charity, relate to charitable donations made on ProCook sales and other associated transactions. During the year,

ProCook sales generated £40k of donations payable to Life’s a Beach (2 April 2023: £52k). During the year, ProCook made

no payments to Life’s a Beach (2 April 2023: £52k). The amount payable at 31 March 2024 was £47k (2 April 2023: £7k).

Transactions with Conway House Limited, a related party by virtue of one of the Group’s Directors (Daniel O’Neill) being a

Director of the company, relate to the provision of advisory services to the Group. During the year, Conway House Limited

provided services totalling £45k (2 April 2023: nil). Payments to Conway House totalled £38k during the year (2 April 2023: nil).

The amount payable at 31 March 2024 was £7k (2 April 2023: nil).

Key management personnel

The key management personnel of the Group comprise members of the Board.

£’000

52 weeks

ended

31 March

2024

52 weeks

ended

2 April

2023

Wages and salaries 995 878

Post-employment benefits 14 18

Share-based payments (including NI) 300 172

Total 1,309 1,068

Details of the remuneration of the Board can be found on pages 90 to 100.

157Group plc Annual Report and Accounts 2024 157

Financial Statements

£’000s Note

As at

31 March

2024

As at

2 April

2023

(restated)

As at

3 April

2022

(restated)

Assets

Non-current assets

Investment in subsidiary 4 69,091 69,091 117,300

Deferred tax asset   1,044 706 1,181

Total non-current assets   70,135 69,797 118,481

Current assets

Other receivables 5 127 169 111

Total current assets   127 169 111

Total assets   70,262 69,966 118,592

Liabilities

Current liabilities

Trade and other payables 6 5,360 3,254 1,370

Corporation tax payable   - 76 76

Total current liabilities   5,360 3,330 1,446

Non-current liabilities

Trade and other payables 6 48 749 816

Total non-current liabilities   48 749 816

Total liabilities   5,408 4,079 2,262

Net assets   64,854 65,887 116,330

Equity and reserves attributable to Shareholders of ProCook

Group plc

Share capital 7 1,090 1,090 1,090

Share Option Reserve 8 4,099 6,891 5,801

Share Premium 7 1 1 1

Retained earnings 7 59,664 57,905 109,438

Total equity and reserves   64,854 65,887 116,330

The Company made a loss after tax of £1.2m in the 52 week period to 31 March 2024 (2 April 2023: £51.3m loss).

The deferred tax asset in the financial years ending 3 April 2022 and 2 April 2023 has been restated in relation to share

based payments.

The financial statements for ProCook Group Plc, Company Registration No. 13679248 (England and Wales), on pages 158 to

165 were approved by the Board of Directors on 25 June 2024 and signed on its behalf by:

Dan Walden

Chief Financial Officer

25 June 2024

158 Group plc Annual Report and Accounts 2024158

Parent Company Financial

Statements

As at 31 March 2024

£’000 Note

capital

Premium

Option

Reserve

Retained

earnings

Total

equity

As at 3 April 2022 (as reported) 1,090 1 5,801 109,896 116,788

Deferred tax restatement – – – (458) (458)

As at 3 April 2022 (restated)

1,090 1 5,801 109,438 116,330

Total comprehensive loss for the period

(as reported) – – – (50,133) (50,133)

Employee Share Based Payment Awards – – 1,090 – 1,090

Ordinary dividends paid 3 – – – (272) (272)

Deferred tax restatement – – – (1,128) (1,128)

As at 2 April 2023 (restated)

1,090 1 6,891 57,905 65,887

Total comprehensive loss for the period – – – (1,187) (1,187)

Employee Share Based Payment Awards – – 514 – 514

Exercise of options – – (3,306) 2,946 (360)

As at 31 March 2024 1,090 1 4,099 59,664 64,854

The deferred tax asset in the financial years ending 3 April 2022 and 2 April 2023 has been restated in relation to tax on share based payments.

159Group plc Annual Report and Accounts 2024 159

Financial Statements

Parent Company Statement

of Changes in Equity

As at 31 March 2024

General Information

ProCook Group plc (the Company) is a public limited company incorporated and domiciled in England and Wales under the

Companies Act 2006 (Registration number: 13679248). The registered office is ProCook, 10 St. Modwen Park, Gloucester,

GL10 3EZ. The Company financial statements on pages 158 to 165 present financial information about the Company as a

separate legal entity, and not about the Group as a whole.

The principal activity of the Company is that of a holding company. The principal activities of its subsidiaries are set out in

note 4 to the financial statements.

Basis of preparation

The financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and FRS 102

“The financial reporting standard applicable in the UK and Republic of Ireland” (FRS 102”). In accordance with the exemption

allowed by Section 408(3) of the Companies Act 2006, the Company has not presented its own income statement or

statement of comprehensive income. The financial statements are presented in Pounds Sterling, generally rounded to the

nearest thousand. They are prepared on the historical cost basis, unless otherwise stated.

The directors have, at the time of approving the financial statements, a reasonable expectation that the Company has

adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going

concern basis of accounting in preparing the financial statements.

The principal accounting policies adopted in the preparation of the financial information are set out below. These policies

have been consistently applied to all periods presented, unless otherwise stated.

The Group has taken the following permissible disclosure exemptions under FRS 102:

• Exemption from presenting a Statement of Cash Flow and related notes

• Partial exemption from share-based payment disclosures

• Exemption from disclosing related party transactions entered into between wholly owned subsidiaries

Prior period restatement

The deferred tax asset in the financial years ending 3 April 2022 and 2 April 2023 has been restated in relation to share

based payments.

Going concern

In their consideration of going concern of ProCook Group plc, The Board has undertaken a comprehensive review and

assessment of going concern including the Group’s financial projections, debt servicing requirements, available facility

headroom and liquidity, and its principal risks and uncertainties. In the base case scenario, and in the other downside

scenarios which the Directors have reviewed, the Group remains comfortably within its available facility headroom, and

no facility covenants would be breached. However, the Directors recognise that under the severe but plausible downside

scenario, the Group is likely to breach its leverage covenant, unless mitigating actions can be applied sufficiently in

advance to prevent such a breach, requiring agreement of a covenant waiver, new banking terms, or alternative funding

arrangements, none of which can be guaranteed. The Directors therefore acknowledge that this potential breach

represents a material uncertainty which may cast significant doubt on the Group’s ability to continue as a going concern.

The Directors consider the likelihood of such a severe downside scenario materialising to be low and recognise the range of

mitigating actions available to the Group to prevent a breach occurring. The Directors note the positive and long-standing

relationship which the Group has with its banking partner HSBC and consider that it is reasonably likely that the Trade

Finance facility will be renewed in August 2024. The Directors therefore have a reasonable expectation that the Group has

adequate resources to continue in operational existence and meet its liabilities as they fall due over the period of at least 12

months from the date of approving these financial statements. Accordingly, the financial statements have been prepared

under the going concern basis of accounting.

Further information regarding the Directors approach to assessing going concern is set out on pages 126 to 128 of the

consolidated financial statements.

160 Group plc Annual Report and Accounts 2024160

Parent Company Financial

Statements Accounting Policies

Critical accounting estimates and judgements

The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually

evaluated based on historical experience and other factors, including expectations of future events that are believed to be

reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The

estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets

and liabilities within the next financial year are discussed below.

Judgement – Indicators of impairment (investment in subsidiaries)

In the year ended 2 April 2023 the Group completed an impairment assessment in respect of investment in subsidiaries

following a decline in the Group’s share price, and lower profitability than in previous financial years. This assessment

resulted in an impairment charge of £48.2m, reducing the carrying value of the investment as at that date to £69.1m.

As at 31 March 2024, management has considered whether there are indicators of impairment for the investment in

subsidiaries which reflect the trading entities of the Group. While the brought forward carrying value of the investment in

subsidiaries remains greater than the Group’s market capitalisation at 31 March 2024, the market capitalisation has not

deteriorated significantly year on year, and in light of the Group’s improved financial performance year on year, the

Directors have determined that there are no current indicators of impairment, nor are there indicators of permanent reversal

of prior impairment, and as a result no impairment assessment has been undertaken.

Further detail on investment in subsidiaries can be found in note 4.

Expenses

Share-based payments

The Company operates a number of shared based compensation plans which are all equity settled, in exchange for services

received from employees. The fair value of these compensation plans is calculated at the grant date using the Black-

Scholes model. The resulting cost is expensed to the Income Statement over the vesting period. The value of the expense

is adjusted to reflect expected and actual levels of vesting, considering any performance conditions which may apply to

individual plans.

Social security contributions payable in connection with the grant of the share options are considered an integral part of the

grant itself and the expense will be treated as a cash-settled transaction.

Employee benefits

The costs of short-term employee benefits are recognised as an expense in the Income Statement as incurred. The cost of

any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to

terminate the employment of an employee or to provide termination benefits.

Pensions

The Company operates a defined contribution pension scheme using an external pensions partner. Contributions to the

scheme are expensed to the Income Statement in the period to which the contributions relate. The assets of the scheme are

held separately from those of the Company.

During the period the Group transitioned to a new third party provider of defined contribution pension schemes, offering

colleagues the opportunity to contribute via salary sacrifice which was not previously available.

Current and deferred taxation

Taxation, comprising current and deferred taxation, is recognised in the Income Statement, except where a charge

attributable to an item of income or expense recognised as other comprehensive income or to an item recognised directly in

equity is also recognised in other comprehensive income or directly in equity, respectively.

Current tax on profits or losses for the period, is calculated based on tax rates and laws that have been enacted or

substantively enacted by the reporting date in the UK where the Company operates and generates taxable income.

161Group plc Annual Report and Accounts 2024 161

Financial Statements

Deferred tax balances in the Statement of Financial Position are recognised in respect of all timing differences that have

originated but not reversed by the balance sheet date, except where:

• The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal

of deferred tax liabilities or other future taxable profits; and

• Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations,

when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions

available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed

for tax. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the

reporting date.

Where applicable the Company makes claims for Research and Development (R&D) tax reliefs in accordance with the

Research and Development Expenditure Credit (RDEC) scheme. Qualifying projects are assessed to ensure the claims

made fit the criteria and definitions set out by the UK HM Revenue and Customs. R&D tax relief claims are recognised in the

tax expense line of the Income Statement.

Dividends

Ordinary dividends proposed by the Board of Directors are only recognised in the financial statements when they have been

approved by the shareholders, and the Company is obliged to make payment.

Investment in subsidiaries

Investment in subsidiaries are recognised at cost less accumulated impairments. Each reporting period an impairment

assessment is undertaken to ensure the valuation remains appropriate. All impairment losses will reduce the carrying value of

the investment and be charged to the Income statement during the year in which the impairment is recognised.

Trade and other receivables

Trade and other receivables are initially measured at the transaction price less transaction costs and are subsequently

carried at amortised cost using the effective interest method.

The Company assesses impairment of trade receivables on a collective basis as they possess shared credit risk

characteristics based on grouping debt by days overdue. The Company also considers the potential for default or any

other failure to make payment to the Company. Trade and other receivables are only derecognised when the right to the

contractual cash flows from the asset expire or are settled.

Trade and other payables

Trade and other payables are initially recognised at the transaction price and are subsequently carried at amortised cost.

They are recognised as current liabilities if payment is due within 12 months. Otherwise, they are recognised as non-current.

Share Capital

Changes in the share capital structure are recognised within equity on the Statement of Financial Position, within any

excess over the nominal share price being recognised within the share premium reserve. Where the Company purchases

its own equity share capital (treasury shares) the consideration paid, including any directly attributable incremental costs,

is deducted from the equity attributable to the Company’s equity holders until the shares are cancelled or reissued. Where

such shares are subsequently sold or reissued, any consideration received net of any directly attributable incremental

transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.

162 Group plc Annual Report and Accounts 2024162

Parent Company Financial

Statements Accounting Policies

Continued

1. Employee numbers and costs

The Company’s employees are the Chairman, three Non-Executive directors and two Executive directors (the Group Board).

Full details of the Directors’ remuneration and interests are set out in the Remuneration Report on pages 101 to107.

Share-based payments details are set out in note 8.

The Company operates a defined contribution retirement benefit scheme for all qualifying employees. The scheme is

administered and managed by a separate third-party specialist pension scheme provider. The total expense recognised

in the Income Statement for the 52 weeks ended 31 March 2024 was £14k (2 April 2023 £16k) representing contributions

payable to these plans by the Company at rates specified in the rules of the plans.

2. Auditors remuneration

£’000

52 weeks

ended

31 March

2024

52 weeks

ended

2 April

2023

Fee payable for the audit of the Company’s financial statements 74 8

Total audit remuneration 74 8

3. Dividends

£’000

52 weeks

ended

31 March

2024

Dividend

per

(pence)

52 weeks

ended

2 April

2023

Dividend

per

(pence)

Final dividend for the period ended 3 April 2022 – – 272 0.9 pence

Interim dividend for the period ended 2 April 2023 – – – –

The FY22 final dividend of £1.0m was declared representing 0.9 pence per share, however £0.7m of this dividend was

waived by certain shareholders. The final dividend was paid to the shareholders on the register at close of business on 2

September 2022.

4. Investment in subsidiaries

ProCook Group plc owns 100% of the shares in ProCook Limited. Management determined the valuation of ProCook

Limited at the acquisition date and has performed an impairment assessment at the reported date further details of which

are set out in the above “critical accounting estimates and judgements”. In the year ended 31 March 2024 no impairment

charge (or reversal of the previous impairment) was deemed necessary (2 April 2023: impairment charge of £48.2m).

ProCook Group plc substantially owns directly or indirectly the whole of the issued and fully paid ordinary share capital of its

subsidiary undertakings. The subsidiary undertakings of ProCook Group plc are presented below: 

Subsidiary undertaking

% of ordinary

shares held Principal activity

ProCook Limited 100% Retail of kitchenware

ProCook (Kitchens) Limited 100%

Property holding company

ProCook (Steamer Trading) Limited 100%

Property holding company

ProCook B.V (Registered in The Netherlands)

100%

Retail of kitchenware

Share capital held by ProCook Limited

ProCook B.V. was liquidated on 10 November 2023

For the year ended 31 March 2024, ProCook (Kitchens) Limited (company number 11816559) and ProCook (Steamer Trading)

Limited (company number 11749708) have taken advantage of s479A-479C of the Companies Act 2006 (Act) which allows

companies to claim exemption from audit. The ultimate parent company, ProCook Group plc guarantees all outstanding

liabilities to which the subsidiary companies are subject at the end of the financial year to which the guarantee relates, until

they are satisfied in full.

ProCook Group plc, the Company, and its subsidiaries (excluding ProCook B.V) are incorporated and domiciled in the UK.

The registered office is ProCook, 10 St. Modwen Park, Gloucester, GL10 3EZ.

163Group plc Annual Report and Accounts 2024 163

Financial Statements

Notes to the Parent Company

Financial Statements

For the 52 weeks to 31 March 2024

5. Other receivables

£’000

As at

31 March

2024

As at

2 April

2023

Other receivables 115 159

Prepayments 12 10

Total 127 169

All receivables are due within one year from the end of the reporting period. No impairment was incurred on trade

receivables during the period. No material amounts are overdue.

6. Trade and other payables

£’000

As at

31 March

2024

As at

2 April

2023

Amounts falling due within one year:

Accruals 998 512

Amounts owed to group undertakings 4,612 2,742

Total 5,610 3,254

£’000

As at

31 March

2024

As at

2 April

2023

Amounts falling due after one year:

Accruals 48 749

Total 48 749

The Directors consider that the carrying value of trade and other payables approximates to their fair value. Trade payables

are non-interest bearing and are normally settled monthly. Amounts owed to group undertakings are non-interest bearing

and repayable on demand.

7. Share capital and reserves

As at

31 March

2024

As at

2 April

2023

Allotted, called up and fully paid

108,956,624 Ordinary Shares of 1p each 1,089,566 1,089,566

Total 1,089,566 1,089,566

Only one class of shares have been issued which have full voting, dividend, and capital distribution rights.

Reserves

The following describes the nature and purpose of each reserve within equity:

Share premium account: Proceeds received in excess of the nominal value of shares issued, net of any transaction costs

Share option reserve: Recognises the value of equity-settled share-based payments expenses. See note 8 below and note

27 in the Group’s consolidated financial statements for further details on share-based payment plans.

Retained earnings: All other accumulated net gains and losses and transactions with shareholders not recognised

elsewhere.

164 Group plc Annual Report and Accounts 2024164

Notes to the Parent Company

Financial Statements

For the 52 weeks to 31 March 2024 continued

8. Share based payments

The Group operates several equity-settled share based compensation plans for employees:

IPO Awards

Upon listing, a number of equity-settled schemes were set up, with options awarded to both the Leadership Team and

eligible employees with employment pre-dating March 2021. There are no performance conditions attached to these

schemes, except that the employee is required to be in continuing employment with the Group on the vest date, with the

exception of the Leadership IPO award which does not include this condition.

Long-Term Incentive Plans (LTIPs)

The Group operates an equity-settled LTIP for Executive Directors and the Senior Leadership Team, with performance

conditions which are set out in the Remuneration Report. Performance conditions for the Senior Leadership Team are

consistent with those disclosed for Executive Directors.

Save As You Earn Scheme

Employees are invited annually to participate in Save As You Earn Schemes up to a monthly maximum savings amount

of £500, with options granted at the market rate less a discount of 20%. These schemes are HMRC ‘approved’ and are

administered by a specialist third party provider. All schemes carry a contractual vest period of 3 years from the scheme

inception date, with a six month exercise period after the completion of each scheme.

Further detail on the various schemes is provided on pages 155 to 157.

9. Contingent liabilities

The Company had no contingent liabilities at the year-end date (2 April 2023: none).

165Group plc Annual Report and Accounts 2024 165

Financial Statements

The Group monitors a range of measures to track financial and operational

performance. These include alternative performance measures which may not be

defined in accordance with statutory measures (IFRS) and are therefore prone to

varying calculations and as such may not be comparable between different companies,

although they may be similarly titled.

The Group considers these alternative performance measures to be helpful in providing stakeholders with additional

information on the performance of the business, although recognises that they should not be considered a substitute for, or

superior to, IFRS measures.

To support the understanding of these APMs, details and definitions of the Group’s measures are provided as follows:

APM Rationale

Closest

equivalent

IFRS measure

Reconciliation

to IFRS

measure Definition and reconciliation

Like for

like (“LFL”)

revenue

growth %

Provides an

understanding of

the performance

of the existing and

continuing business

on a consistent basis

year on year before

the effect of new

store or ecommerce

launches

Movement in

revenue year

on year in the

Consolidated

Income

Statement

Revenue from

non Like for

like stores and

ecommerce

channels

LFL revenue growth % is a revenue performance

measure which reflects:

• Retail YoY: Continuing Retail stores which were trading

for at least one full financial year prior to the 2 April 2023,

inclusive of any stores which may have moved location

or increased/ decreased footprint within a given retail

centre.

• Ecommerce YoY: ProCook direct website channel only.

Year on Year

FY24

£’000

FY23

£’000 Var %

LFL Revenue 58,466 59,641 (2.0%)

LFL Ecommerce 22,709 24,872 (8.7%)

LFL Retail 35,757 34,769 2.8%

Non LFL Revenue 4,119 2,699

Non LFL Ecommerce (13) 780

Non LFL Retail 4,133 1,919

Total Revenue 62,585 62,340 0.4%

Total Ecommerce 22,695 25,653 (11.5%)

Total Retail 39,890 36,687 8.7%

Gross Margin

This measures our

success in sourcing

high quality products

which offer customers

great value, while

still achieving strong

gross margins to

support our business

model.

Gross profit Not applicable Gross profit presented as a percentage of revenue.

Gross profit represents revenue less cost of goods sold

inclusive of costs incurred to get inventory to its final

selling location and condition.

£’000/% FY24 FY23

Revenue 62,585 62,340

Gross Profit 38,346 38,346

Gross Margin % 61.5% 61.5%

166 Group plc Annual Report and Accounts 2024166

Alternative Performance Measures

(APMs)

APM Rationale

Closest

equivalent

IFRS measure

Reconciliation

to IFRS

measure Definition and reconciliation

Non-

underlying

items

Excluding these items

from profit measures

provides readers

helpful additional

information about

the underlying

performance of the

Group, consistent with

how performance is

planned, and reported

to the Board.

None See Note

3 in the

consolidated

financial

statements

Non-underlying items are defined as transactions that,

in the opinion of the Directors, should be disclosed

separately from the reported Consolidated Income

Statement in order to provide a consistent and

comparable view of the underlying performance of

the Group. This will include those items that relate to

non-recurring events and are material in nature and

which have been incurred outside of the normal business

operations, including but not limited to restructuring and

fund-raising activities.

Underlying

operating

profit

Underlying

profit before

tax

Underlying

profit after tax

The Group consider

these to be important

measures of profit

performance, helpful

to the readers, and

consistent with how

Group performance is

planned and reported

to the Board.

Operating

profit

Profit before

tax

Profit after tax

Non-

underlying

items (see

note 3 in the

consolidated

financial

statements)

Statutory IFRS profit measures before the impact of

non-underlying items. Treatment is consistent between

financial periods.

Underlying

and Reported

EBITDA

(Earnings

Before

Interest, Tax,

Depreciation

and

Amortisation)

The Group consider

these to be important

measures of cash-

generative profit

performance, helpful

to the readers

Operating

profit

Not applicable

FY24

£'000 Underlying

Non-

underlying Reported

Profit/(Loss)

before tax 1,007 (277) 730

Finance expense 1,230 132 1,362

Other gains /

losses (114) - (114)

Depreciation,

Amortisation,

gains/ (losses)

on disposal,

Impairments 5,287 (1,920) 3,367

EBITDA 7,410 (2,065) 5,345

FY23

£'000 Underlying

Non-

underlying Reported

Profit/(Loss)

before tax (164) (6,363) (6,527)

Finance expense 861 204 1,065

Other gains /

losses 55 - 55

Depreciation,

Amortisation,

gains/ (losses)

on disposal,

Impairments 4,846 4,499 9,345

EBITDA 5,598 (1,660) 3,938

167Group plc Annual Report and Accounts 2024 167

Financial Statements

APM Rationale

Closest

equivalent

IFRS measure

Reconciliation

to IFRS

measure Definition and reconciliation

Effective tax

rate

This measure is useful

to understand the tax

expense recognised

in the Income

Statement compared

to the headline tax

rate in force for the

financial year.

None Not applicable Tax expense in the Consolidated Income Statement

taken as a percentage of profit before tax.

£’000/% FY24 FY23

Underlying profit / (loss)

before tax 1,007 (164)

Tax credit/ (expense) (165) 11

Effective tax rate % 16.4% 6.7%

Net capital

expenditure

This measure is useful

to highlight the net

cash investment made

by the Group in long-

term assets which will

provide economic

benefits over a longer

time frame.

Net cash used

in investing

activities

See

Consolidated

statement of

cash flows

Calculated as capital expenditure in respect of purchases

of Property, Plant and Equipment, Intangible assets, and

costs associated with lease arrangements, less proceeds

from sale of fixed assets.

£’000 FY24 FY23

Purchase of property, plant,

and equipment 1,844 4,928

Lease inception costs 71 460

Lease incentives received (60) (203)

Net capital expenditure 1,855 5,185

Free cash flow This measure is useful

to understand the

level of free cash

generated which

could be retained for

future investment by

the business, utilised

to repay any debt

or distributed to

shareholders.

Net movement

in cash

and cash

equivalents

See CFO’s

report

Net increase/ (decrease) in cash and cash equivalents

before dividend payments, proceeds from the issue of

shares, and proceeds/ (repayments) from borrowings.

£m FY24 FY23

Net change in cash and

cash equivalents – (1.8)

Add back dividends paid – 0.3

Add back change in

borrowings 2.0 1.0

Free Cash Flow 2.0 (0.5)

Net cash/

(debt)

This measure is useful

to understand the

financial stability of

the business and as an

indicator of leverage.

None Not applicable Net cash/ (debt) comprises of cash and cash equivalents

less borrowings. This definition of net cash/ (debt) does

not include lease liabilities, derivatives or any contingent

consideration which may be conditional upon future

events which are not yet certain at the year- end date.

£’000 FY24 FY23

Cash and cash equivalents 2,005 1,962

Borrowings (2,754) (4,716)

Net debt (749) (2,754)

12 month

repeat rate %

This measure is useful

to understand the

Group’s ability to

retain customers and

as an indicator of the

Group’s ability to

increase the life time

value of customers.

None Not applicable The 12 month repeat rate reflects the percentage of new

customers who first purchased from the Group in the

preceding financial year, who have made at least one

subsequent purchase in the 12 months since their first

purchase.

168 Group plc Annual Report and Accounts 2024168

Alternative Performance Measures (APMs)

Continued

APM Rationale

Closest

equivalent

IFRS measure

Reconciliation

to IFRS

measure Definition and reconciliation

Number

of active

customers

This measure of

the Group’s active

customer database

is useful as an

indicator of continued

penetration into the

markets we operate

in. This database

allows ProCook to

understand shopping

behaviours and better

target marketing

activities.

None Not applicable Active customers are those that have completed at

least 1 purchase during the last 12 months and whose

customer details are recorded on our customer

database.

169Group plc Annual Report and Accounts 2024 169

Financial Statements

ProCook Group plc (registered office)

10 St. Modwen Park

Gloucester

GL10 3EZ

Email: investor.relations@procook.co.uk

Tel: 0330 100 1010

Corporate broker and financial advisor

Peel Hunt LLP

100 Liverpool Street

London

EC2M 2AT

Registrar

Link Group

10th Floor

Central Square

29 Wellington Street

Leeds

LS1 4DL

Solicitor

Eversheds Sutherland (International) LLP

115 Colmore Row

Birmingham

B3 3AL

Independent Auditor

Forvis Mazars LLP

1 St Peter’s Square

Manchester

M2 3DE

Banking

HSBC UK Bank Plc

3 Temple Quay

Bristol

BS1 6DZ

Financial Public Relations

MHP Group

60 Great Portland Street

London

W1W 7RT

170 Group plc Annual Report and Accounts 2024170

Contacts and Advisors

The production of this report supports the work of the Woodland

Trust, the UK’s leading woodland conservation charity. Each

tree planted will grow into a vital carbon store, helping to reduce

environmental impact as well as creating natural havens for wildlife

and people.

ProCook

10 St. Modwen Park

Gloucester

GL10 3EZ

procookgroup.co.uk

Group plc Annual Report and Accounts 2024