![img-0.jpeg](img-0.jpeg) ProCook® ProCook 10 Indurent Park Gloucester GL10 3EZ procookgroup.co.uk ProCook Group plc Annual Report and Accounts 2026 ProCook® # Let's get cooking. Three decades. One passion: to help you cook better every day. Annual Report and Accounts 2026 ![img-1.jpeg](img-1.jpeg) --- ProCook® Group plc Annual Report and Accounts 2026 procookgroup.co.uk Strategic Report Financial Statements 01 # Introduction Our mission To become the UK's No.1 kitchenware destination Three decades. One passion. To help you cook better every day. We are the UK's leading direct-to-consumer specialist kitchenware brand. We design, develop and retail a high-quality range of direct-sourced own-brand kitchenware which provides our customers great value for money. Our purpose is to bring joy to everyday cooking, and our mission to become the UK's No.1 kitchenware destination is underpinned by our clear strategy to deliver sustainable value for all stakeholders. Visit our website at: www.procookgroup.co.uk ![img-2.jpeg](img-2.jpeg) Elevating every kick Read more about our 4 strategic priorities: ![img-3.jpeg](img-3.jpeg) 1 Accelerate profitable sales growth Read more: pages 14 to 17 ![img-4.jpeg](img-4.jpeg) 2 Improve operating efficiency Read more: page 18 ![img-5.jpeg](img-5.jpeg) 3 Create a great place to work Read more: page 19 ![img-6.jpeg](img-6.jpeg) 4 Be a force for good Read more: page 20 # Contents Strategic Report - 03 Chair's introduction - 04 CEO's review - 06 Business model - 08 Engaging with stakeholders - 12 Strategy for growth - 14 Accelerate profitable sales growth - 18 Improve operating efficiency - 19 Create a great place to work - 20 Be a force for good - 24 Sustainability - 36 Task Force on Climate-Related Financial Disclosures - 40 Progressing towards net zero - 42 Climate-related risk register - 45 Non-financial information and sustainability statement - 46 Key Performance Indicators - 48 CFO's review - 52 Risk management - 54 Principal risks and uncertainties - 66 Assessing long-term viability Governance Report - 68 Chair's governance letter - 70 Governance framework - 72 Board of Directors - 74 Division of Directors' responsibilities - 76 Board activities - 80 5.172 statement - 82 Making the right decisions for stakeholders - 84 Nomination Committee Report - 86 Audit and Risk Committee Report - 90 Remuneration Committee Report - 92 Directors' Remuneration Policy - 101 Annual Report on Remuneration - 108 Directors' Report - 113 Statement of Directors' Responsibilities Financial Statements - 114 Independent Auditor's Report - 120 Consolidated financial statements - 124 Consolidated financial statements accounting policies - 134 Notes to the consolidated financial statements - 154 Parent company financial statements - 156 Parent company financial statements accounting policies - 159 Notes to the parent company financial statements - 162 Alternative Performance Measures 'APMs' - 165 Contacts and Advisors --- 02 ProCook Group plc Annual Report and Accounts 2026 # FY26 highlights Improved financial performance and strong execution of strategic priorities in FY26 as we accelerate profitable growth Financial Revenue £85.5m FY25 £49.5m LFL Revenue % EBIT +11.8% FY25 +4.9% Gross profit £57.7m FY25 £45.7m Underlying EBITDA EBIT £12.5m FY25 £8.9m Underlying operating profit £4.9m FY25 £3.2m Free cash flow EBIT £3.5m FY25 £1.7m Net cash EBIT £4.4m FY25 £1.0m EBIT This report contains Alternative Performance Measures, which may not be defined or specified in accordance with statutory measures. See page 162 for further information. Strategic Number of new customers ('000) 918 FY25 737 Number of active customers L12M ('000) 1,401 FY25 1,130 Trustpilot score 4.8 FY25 4.7 Number of stores 78 FY25 66 Colleague engagement score 77% FY25 77% Colleagues at reporting date 729 FY25 644 CO₂e emissions intensity 4.7 FY25 6.0 ![img-7.jpeg](img-7.jpeg) procookgroup.co.uk 03 # Chair's introduction ![img-8.jpeg](img-8.jpeg) “ As a category specialist, with an own-brand product range and direct-sourced business model, ProCook has a unique position which is clearly resonating with our customers.” Greg Hodder Chair It is my pleasure to introduce you to ProCook Group's 2026 Annual Report and Accounts which set out in detail the significant progress that has been made over the last 12 months as we report strong momentum in trading performance with revenue, store count and customer numbers reaching new record levels, while profitability and cash generation have again improved year on year. As a category specialist, with an own-brand product range and direct-sourced business model, ProCook has a unique position which is clearly resonating with our customers. This model allows us to offer high-quality products at far greater value than other branded products from competitors in our category, and when complemented by our award-winning and excellent-rated omnichannel service, this creates a compelling proposition both in store and online. Our opportunity to grow market share and brand awareness profitably is significant, and the strategy set out by the Leadership Team in June 2024, is centred around capturing this opportunity. Against the three medium-term objectives which were set out at that time, to reach 100 UK stores, £100m revenue and 10% operating profit margin, excellent progress is being made. In the 2 years since, store count has increased to 78 (from £69.5m) and operating profit margin has increased from 3.4% to 5.7%. Disciplined investment for growth continues, with a second year of meaningful capital expenditure, particularly to open new stores. Pleasingly EBITDA and net cash generation continue to grow, despite cost headwinds demonstrating the early successes of the strategy already bearing positive results. In order to ensure that growth investment in areas that will support improved future profitability and cash generation remains self-funded, the Board is not recommending a final dividend payment for this financial year. As a Board, our role is to support and challenge the development and performance of the business, adding value to the strategy through the combined experience that the Non-Executive Directors bring and our robust approach to governance. Focus on strategy and governance in parallel is key to operating a sustainable business that delivers for all of our stakeholders. The Non-Executive Directors continue to work very well with the Executives and wider Leadership Team, bringing a combination of deep retail sector know-how and appropriate challenge on strategic, operational and governance matters. Together we evaluated performance against the strategy in the year and we considered significant business development and investment opportunities including the Technology Change programme and the Supply Chain Transformation programme, both of which have evolved as business needs have changed and will support growth and sustainable value creation over the longer term. As the first UK-listed retailer to achieve the B Corp certification in 2022, we are very pleased to have been recertified this year with a 16% increase in our B Impact score highlighting the progress being made. We continue to believe that it is important for business to be a force for good, encouraging customers and other organisations to make positive choices which help protect our planet and better serve the communities in which we operate. We continue to take positive steps towards our ambition to achieve net zero by 2040 as a responsible retailer. Ensuring that our colleagues are highly engaged and well supported to deliver outstanding service is important, and it is pleasing to see the focus that is given to creating a great place to work being corroborated by another year of stand-out results for colleague satisfaction. ProCook remains a committed member of the Living Wage Foundation, paying at least the Real Living Wage to all colleagues since 2021, with the average hourly paid colleague having now benefitted from a pay increase of 50% since we joined the Foundation, alongside improvements in total reward package, helping to ensure fair pay for all. We are grateful for the hard work and commitment of all our colleagues and also our suppliers and partners across our business and we are thrilled to witness the many successes achieved this year through their collective endeavours. On behalf of the Board, I would like to share our thanks and congratulations. Greg Hodder Chair 23 June 2026 --- 04 ProCook Group plc Annual Report and Accounts 2024 procookgroup.co.uk Strategic Report 05 # CEO's review ![img-9.jpeg](img-9.jpeg) Over the last 12 months we have delivered another step-change in performance as we continue to focus on the key priorities detailed in the strategic plan that we set in summer 2024. Our trading momentum has accelerated, resulting in a second consecutive year of record revenue and customer growth, while further improving profitability and cash generation. Across the two years since we launched our plan, we have grown our retail estate by opening 25 new stores, increasing our store count to 78 at year end (FY25: 66, FY24: 57) after four planned closures. We have increased our revenue over the two years by 37% to £85.5m, with strong performance in both Retail and Ecommerce channels, and we have increased our operating profit margins from 3.4% to 5.7%. Our brand is becoming more well-known in the UK and we have a highly engaged and committed team who continue to offer excellent-rated service to our customers across all touchpoints. We are well on track to deliver on our medium-term ambitions of 100 UK stores, £100m revenue and 10% operating profit margin, with significant opportunities ahead as we grow our share of our fragmented market. ## Excellent trading performance; substantial market share gains We have delivered an excellent trading performance during the last financial year, with revenue growth accelerating year on year and new customer acquisition and LUM active customers stepping ahead of previous record levels. This has resulted in substantial market share gains with our own performance being 20 percentage points ahead of the wider kitchenware market, against the backdrop of subdued consumer confidence and significant uncertainty created by geopolitical events. Total revenue of £85.5m was up 23.0% year on year, with strong like for like performances in both our Retail and Ecommerce channels resulting in total like for like growth of 11.8%. Retail revenue increased by 23.1% including like for like growth of 5.7%, complemented by the benefit of 13 new stores we opened during the year, and the 12 new stores we opened the year before. Like for like growth was driven by our colleagues' continued focus on delivering outstanding customer service, and the improvements we have made to our trading plan to increase seasonal and promotional relevance and create more reasons to shop with us. Ecommerce revenue grew by 22.9% including a 1.7% point benefit from the annualisation of our relaunch on Amazon UK, and excellent 21.2% like for like sales growth through our own website. Despite the significant expansion in our Retail estate, our Ecommerce revenue mix has remained steady at 37% of total revenue. Gross margins increased year on year by 170bps to 67.5% (FY25: 65.8%) as we benefited from improved commercial discipline, pricing improvements, freight and foreign exchange benefits. EBITDA improved by 39.6% to £12.5m (FY25: Underlying £8.9m). Operating profit increased by 51.4% to £4.9m, with operating profit margins up 110bps to 5.7% of revenue. Profit before tax, which was impacted by recent FX volatility, was up 64.5% to £2.5m. The Group ended the financial year with net cash of £4.4m (FY25: £1.0m) reflecting free cash flow generation of £3.5m after £5.1m of investment capital expenditure primarily in new stores (FY25: £1.7m free cash flow after £4.1m of capital expenditure) and with available liquidity at year end of £20.4m. ## Our 100:100:10 strategy for growth In the second full year since we set our our refreshed strategy, we have continued to make excellent progress in executing key initiatives. We are confident that our plan will deliver sustainable and profitable growth for all of our stakeholders and we are making strong progress towards our medium-term targets of 100 retail stores in the UK, £100m revenue, and 10% operating profit margin. We have continued to expand our store network opening 13 new stores in prominent retail destinations throughout the UK over the last year, and after one planned closure, we operated 78 stores at the end of the financial year. The new stores which we have opened in the last 12 months, when combined with those opened last year, are enabling more customers to shop with us and providing us with access to over 300 million customer visits to the centres each year in catchments that we did not previously serve. We are pleased with the performance of our new stores and I am confident that these stores will become strong and profitable additions to our estate as they continue to mature. During the year we began to roll out a new improved store format which is featured in eight of the new stores. This new format dramatically enhances the shopping experience for customers, adding more inspiration and warmth, cleaner visual merchandising, and improved efficiencies for our colleagues allowing them more time to better serve customers. High quality and great-value products are critical to our proposition and we have continued to strengthen our product offering, improving seasonal range relevance, and further strengthening our promotional campaigns at key points in the year including Summer Sale, Black Friday and Christmas. Commercial discipline around trading planning, pricing and market management, intake and freight management, have supported improved margins, with new product launches and range expansion offering customers new products to explore and shop. We are proud of our excellent-rated Trustplot score, and we have a relentless drive to deliver best-in-class omnichannel customer service. Our new regional trainer roles have supported improved customer experience in stores, through service and product training programmes which have been rolled out nationwide. Online, our improved merchandising, content and checkout experiences have supported increased basket values and enabled us to accelerate profitable new customer acquisition. We have evolved our brand positioning through the year, with improved content, personality and creative inspiration to grow brand awareness and customer engagement across all touchpoints. Our more lifestyle-centred campaigns focused on cooking inspiration is resonating well with customers. We have made further strong progress with our development of social marketing as a new customer acquisition channel over the last year, enabling us to target customers higher up the marketing intent of marketing investment. To support this we have expanded our content creation team and have acquired a substantial digital content library (P000+ recipes and imagery) from the former UK operators (in liquidation) of the Delicious™ magazine. During the year our programme of supply chain transformation has continued to deliver operational benefits for colleagues, while seamlessly enabling significant volume growth. Key initiatives include the full rollout of cage-based deliveries to retail stores nationwide and new hand-held terminals for stock management in retail stores as well as improved retail pick operations in our distribution centre. We have assessed in detail the operational implications and benefits of appointing an industry-leading logistics expert to partner with and we are now in the early stages of transitioning our warehouse activities to be operated by DHL Supply Chain (Inshul), which will enable us to develop the operating capacity and efficiency required to support our medium-term growth ambition and beyond. Our continued investment in technology has supported multiple enhancements to customer experience and operating efficiency during the year, and concurrently we have taken time to assess and plan for the right architecture for our future and our next chapter. We have established a technology change programme which will gradually shift our tech track towards a best-in-class Software as a Service model, away from the largely custom-built monolithic technologies we use today. This will create a more resilient and scalable technology landscape which will support business growth, and improve agility and cost-effectiveness. We remain focused on ensuring that we create a great place to work and our colleague engagement score remained consistently high year on year at 77%, and we were ranked 70th in UK's Best Workplaces™ list for Large Companies. We have completed the rollout of our leadership development programme across manager-level roles, which brings a consistency of approach and understanding across our teams. Our new approach to delivering retail training excellence through our new regional trainers is working well and we plan to expand this further. During the year we received a 8B Corp. improving our B Impact score to 93.1. I am proud of this achievement as it exemplifies one of our core values of doing the right thing to be a force for good and this is increasingly important for both colleague and customer brand equity. I am excited by the progress we are making and the many opportunities we see ahead of us. We have a great team in place to drive the business forward in line with our clear strategy. I would like to take the opportunity to thank all our colleagues for their effort, commitment and customer focus over the last financial year. ## Current trading and outlook We have had a strong start to the new financial year with total revenue during the first quarter of FY27 increasing by 21.5% year on year, continuing to build on the momentum we have established, and enabling further market share gains with a 31% point outperformance of the wider UK kitchenware market. Total like for like sales growth of 11.5%, reflects Retail like for like growth of 2.5% and Ecommerce like for like growth of 27.9%. During the quarter, we opened two new stores, closed one, and began fit out works to relocate two stores to more prominent sites in the same town centres. We also began the refit trial, opening one store and commencing works on another, incorporating concepts from our new format as part of the programme. The total UK retail estate has now increased to 79 stores. In FY27 we expect to continue to drive increased revenue through our ongoing initiatives, including the benefit of annualisation and increased maturity of new Retail stores opened last year, and the planned opening of between five and eight of new stores. We anticipate broadly maintaining gross margins, and with our continued focus on cost discipline across our business, we will continue to re-invest responsibility for future growth, while improving operating profit margins again year on year. Whilst we are mindful of the potential macroeconomic effects of any protracted geopolitical instability, we are confident in delivering FY27 market expectations with our momentum underpinning our unique specialist proposition, our expanding active customer base and our growth initiatives. Our new store opening, initiatives to increase brand awareness, and disciplined investments to support growth, mean we are well on track to deliver on our medium term ambition of 100 stores, £100m revenue and 10% operating profit margin. We look forward to building on our recent progress and continuing to increase market share as we drive profitable and cash generative growth. Lee Tappened CEO 23 June 2024 --- 06 ProCook® Group plc Annual Report and Accounts 2026 procookgroup.co.uk 07 # Business model Through our direct-sourced and direct to consumer business model we offer high-quality products at great value to our customers, delivered with outstanding omnichannel service. We're a responsible retailer who believes in being a force for good, creating greater value for all our stakeholders. ## How we bring joy to everyday cooking **Award-winning quality** At every price point, we offer high quality, thoughtfully designed products that are built to last Our products are built for better cooking and our product team curates ranges with a 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. When you shop with us, you can rest assured that you are getting an exceptional product that has been carefully crafted to meet your every need. **5-star service** We're proud to deliver outstanding service, both in store and online, making it easy to shop with us With 78 retail stores spread throughout the UK, our expanding footprint provides customers a convenient and inspirational shopping experience. Our knowledgeable and friendly colleagues offer best-in-class customer service and help customers to find products in store and select the right products for their needs. Our 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. **Unbeatable value** Our own-brand products and direct sourcing model enables us to offer lower prices while maintaining strong margins Working directly with manufacturers to design and source our products allows us to offer unbeatable value for our customers, and make high-quality kitchenware accessible to all. 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 and seasonal inspiration to our loyal and growing customer base. **A responsible retailer** We're a B Corp, committed to doing the right thing for our people, our planet and our communities As a certified Great Place to Work™ company and member of the Real Living Wage Foundation, we are committed to treating our colleagues well. We employ over 700 people across our stores, logistics 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. This year we successfully re-certified as a B Corp, achieving a B Impact Score of 93.1, an increase of 13.1 points since our initial certification in 2022. ## How we create value for all our stakeholders A force for good 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 UK's number one destination for kitchenware. In order to achieve our strategic ambitions, we must attract new customers to shop with us and grow engagement and loyalty within 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 for the third consecutive year, with a Customer score of 81% ### 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™, according to our colleagues, certified 5 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. **Sedex®** 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. Raised over £60k for Magic Breakfast, our colleague-nominated charity of the year for FY26 Partnering with Life's a Beach since 2019 ### 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. This year, we've worked to improve direct communication and engagement with retail investors to ensure that everyone has the chance to learn about our Group. Using IMC for equitable communication with all investor groups from FY24 results onwards ![img-10.jpeg](img-10.jpeg) --- 08 ProCook Group plc Annual Report and Accounts 2024 procookgroup.co.uk Strategic Report Governance Report ProCook Group plc # Engaging with stakeholders ## Section 172 Statement Our decisions and actions can 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 (1) of the Companies Act 2004. 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: Board activities pages 76 to 79 Read more: S.172 statement pages 80 to 81 ![img-11.jpeg](img-11.jpeg) ## Customers ![img-12.jpeg](img-12.jpeg) ### 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 - We strengthened the customer experience by creating greater brand cohesion across all channels, ensuring a more seamless and consistent omnichannel journey. A new customer insight and survey platform enabled us to better understand evolving needs and expectations, helping us maintain strong levels of overall customer trust and satisfaction throughout the year. - We expanded and enhanced our product range, delivering significant newness across tableware and kitchen tools, giving customers greater choice and reinforcing our commitment to quality and value. We also deepened our credibility through PR partnerships, accreditations and third-party endorsements, strengthening confidence in our products and brand. - We significantly expanded our social content and creator activity to inspire and engage cooking audiences, achieving greater brand discovery and strong community engagement across our digital channels. ### Priorities for the year ahead - With a significantly expanded customer base, we will sharpen our focus on retention – evolving lifecycle communications, testing new channels such as SMS and programmatic direct mail, and using richer insight to deliver more relevant, personalised experiences that increase customer value over time. - We will continue to strengthen brand visibility and consideration by scaling creator partnerships, embedding our refreshed brand identity across channels and enhancing the in-store experience, ensuring customers feel inspired, supported and confident in choosing us for their homes. Read more: Strategy for growth on pages 12 to 13 ## Colleagues ![img-13.jpeg](img-13.jpeg) ### What matters most - Our culture and values - Well-being - Community and the environment - Regular communication on objectives, performance and strategy - Personal development and fair reward ### How we engaged - Weekly store support centre (SSC) and retail all-hands meetings led by the Leadership Team, allowing us to improve communication and alignment, celebrate success and share important messages - We included all SSC colleagues in our half-yearly managers' conferences, ensuring all were aligned on our strategy and building relationships between different parts of the business - We set all colleagues OKRs (Objectives and Key Results), ensuring they understand the role they play in delivering our strategy with regular reviews of personal performance - 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 fifth year running - Enhanced store manager onboarding, with all visiting SSC to meet key stakeholders and learn about the work of each department - Our Colleague Advisory Panel meets quarterly to discuss themes that 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 - Continue to focus on colleague experience, focusing on Learning and Development in addition to further health and well-being support - Continue to improve our systems, giving our colleagues best-in-class tools to do their jobs Read more: Sustainability, Our People on pages 25 to 29 Read more: Leadership Programme investment on page 19 ## Suppliers ![img-14.jpeg](img-14.jpeg) ### What matters most - Long-term partnerships - Fair terms and conditions - Transparency in interactions - Growth opportunities ### How we engaged - We hosted our top suppliers at our Store Support Centre, showcasing our operations and demonstrating how our strong relationships with them contribute to our joint success - We continued to engage with our product suppliers on the topic of sustainability, gathering important knowledge of current manufacturing processes and planned environmental initiatives. Engaging with suppliers on this is allowing us to strengthen partnerships and tackle the issues of climate change and sustainability - During the year, we further increased the number of factory visits undertaken by our product and Quality Assurance teams, and attended the leading trade fairs to strengthen relationships with existing suppliers and to meet potential new suppliers - Our product teams interact with suppliers through the year, working on new design concepts and range development, through to intake management and planning. We are open, honest and fair in our approach, and work together to solve challenges that arise - Our membership of Sedex allows us to work with suppliers to promote and improve ethical and environmental standards. As a B Co-pacified business, we continue to set rigorous expectations with our suppliers and work with them to develop plans where needed to ensure we act together as responsible partners ### Priorities for the year ahead - Continue to deliver mutual growth with our suppliers by further strengthening key relationships Read more: Accelerate profitable sales growth on pages 14 to 17 Read more: Sustainability, Our Product on pages 34 to 35 09 --- 10 ProCook Group plc Annual Report and Accounts 2024 procookgroup.co.uk Strategic Report ProCook Group plc ProCook Group plc # Engaging with stakeholders continued # Communities ![img-15.jpeg](img-15.jpeg) # What matters most - Employment opportunities - Giving back to the community - Reducing our environmental footprint # How we engaged - Supported local schools, including providing educational resources for a breakfast club through their Christmas Appeal and donating products for the running of cookery classes to enable students to learn essential life skills - We have increased our charitable fundraising activities for our colleague-nominated charity of the year, raising over £60,000 for Magic Breakfast through colleague-led initiatives and point of sale 'round-up' donations from customers - We have continued to provide support to our local communities for early years careers, providing more work experience, placements and graduate opportunities in conjunction with Young Gloucestershire. We have also offered T-Level placements, and work experience to college students - Increased the number of Good Causes Days, where colleagues can have a paid day to undertake charitable work, to two per year to encourage greater support for charitable causes # Priorities for the year ahead - Progress with fundraising activities for our FY27 charity of the year, FoodCycle, building on our previous partnership from FY25 - Raise the profile of our Good Causes Days amongst colleagues to encourage greater participation Read more: Sustainability, Our People on pages 25 to 29 Read more: Caring for our communities on page 20 # Shareholders ![img-16.jpeg](img-16.jpeg) # What matters most - Strategy development and execution - Value creation and return on investment - Strong governance and sustainability # How we engaged - Physical/virtual Annual Results and AGM formats allowed more shareholders and potential shareholders to attend the events and to improve two-way dialogue, including Q&As with retail investors - The Annual General Meeting ('AGM') provides the Board's primary opportunity to interact with shareholders. At the AGM last year, approximately 72% of shareholders' votes were received for the resolutions tabled and were represented at the meeting - Accelerated our growth strategy and trading performance in line with our medium-term plan, to deliver profitable and sustainable growth for shareholders - Our website www.procookgroup.co.uk provides information and latest news updates for our investor community, including video recordings of our results presentations # Priorities for the year ahead - Continue to improve awareness of ProCook amongst the retail investor community through greater direct engagement and financial PR Read more: Board activities on pages 78 to 80 Read more: 5,172 statement on pages 80 to 81 ![img-17.jpeg](img-17.jpeg) --- 12 ProCook® Group plc Annual Report and Accounts 2024 procookgroup.co.uk Strategic Report 13 # Strategy for growth Our refreshed strategy for growth, which we set out last year, provides clarity and focus on the steps required to accelerate the achievement of our mission of becoming the UK's number one kitchenware destination, and delivering sustainable value growth for all of our stakeholders. ![img-18.jpeg](img-18.jpeg) ## 1 Accelerate profitable sales growth Leverage our existing business model to capture market share and drive profitable growth ### Expand our store network Enable more customers to shop in our stores throughout the UK, with disciplined payback criteria as we accelerate towards 100 profitable stores ### Strengthen our product offering Create more reasons to shop with us with extended ranges and improved seasonal and promotional product, broadening our appeal and inspiring more customers ### Best-in-class omnichannel customer service Always put the customer first to drive improved service and a seamless experience 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 ## 2 Improve operating efficiency Build on our strong foundations to ensure we stay lean and agile, with strong cost discipline as we grow sales volumes ### Supply chain transformation Make our operations more efficient and scalable 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 ### Operate with cost discipline Continuously identify and implement cost improvements and efficiencies ## 3 Create a great place to work Develop our people and culture to accelerate performance ### Develop our people Customer service, product knowledge and leadership training to deliver our growth ambition ### Building a high-performance culture Adapt our culture to move with more pace and urgency, delivering together as one team ## 4 Be a force for good As a responsible retailer we are committed to doing the right thing ### Reducing our environmental footprint Deliver on our commitment of net zero by 2040 to help protect our planet ### Caring for our communities Support the local communities in which we operate, for the good of society as a whole ### Progress against the medium-term objectives set in June 2024 | Number | FY24 | FY25 | FY26 | Target | 49% complete | | --- | --- | --- | --- | --- | --- | | UK retail stores | 57 | 66 | 78 | 100 | | | £m | FY24 | FY25 | FY26 | Target | 61% complete | | Revenue | 62.6 | 69.5 | 85.5 | 100 | | | £m | FY24 | FY25 | FY26 | Target | 35% complete | | Underlying operating profit margin | 3.4% | 4.6% | 5.7% | 10.0% | | --- 14 ProCook Group plc Annual Report and Accounts 2024 procookgroup.co.uk 15 # 1 Accelerate profitable sales growth Increasing our customer base and driving profitable sales growth is our primary strategic objective, scaling our existing business model to better leverage our fixed cost base and improve operating profit margins. ## Expand our store network ### Enabling more customers to shop in our stores Over the last year we have continued to expand our retail estate, opening 13 new stores in popular retail destinations, and increasing our UK coverage. With 78 stores open and trading at the FY26 year end, there remains a significant opportunity to grow our market share and deliver profitable sales growth from new stores themselves, combined with the online halo effect benefit, while also building brand awareness across the country. We plan to open approximately five to ten new stores each year as we continue to expand our network. Our medium-term target of 100 retail stores in the UK is based on a data-driven national analysis, which we completed in late FY24 and continue to revisit and refresh. This study highlighted that the existing 57 ProCook stores at the time, 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 mix of 63% of total revenue remains lower than the UK market average of 72%. In the two years since launching our strategy, we have now opened 25 new stores, adding 70,000 sq. ft. of new retail space. By targeting locations in popular retail destinations, including shopping centres and prominent high streets, we now have a presence in locations where the combined annual visitor numbers are in excess of 400 million, providing a significant brand building opportunity. The online halo effect of the new stores is positive, with customers within a ten-mile radius of a new store opening spending more online too, adding an extra 6% of the store's retail sales to our Ecommerce channel revenue. • UK Kitchenware market data ### Disciplined investment to deliver strong returns Opening new stores is an efficient and cost-effective activity which we have improved over the years. We typically open a new store within four to six weeks of access with an average capital investment of £300k per new store. We monitor post-opening performance against our investment criteria and hurdle rates (operating profit margins, payback and Net Present Value) for each new store. We 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. During FY26, we closed one store, where performance did not meet our criteria. 13 New UK retail stores opened in FY26 2Y Anticipated payback period for FY26 cohort of openings ## Strengthen our product offering ### Growing market share through category expansion The UK kitchenware market is worth approximately £4bn each year and the UK market for small kitchen electricals is worth approximately £5bn. Our share of the combined £5bn market increased year on year by 20%, however still remains low at approximately 1.9% of the total market size providing a significant opportunity for growth in a fragmented market. The largest category segment of the combined market is tableware, which we began expanding into during 2018, and we continue to see opportunity to expand our share through range improvements and extensions, and continued new customer acquisition. We launched a curated own-brand range of small kitchen electricals during FY24 and FY25 to compliment our existing offer. Sales performance from this new category remains strong and incremental. We believe there is significant opportunity to grow market share in existing categories in which we under-index compared to the market, and we will continue to refresh and improve our product offering, and where appropriate, offer online extended ranges for categories such as tableware, baking and textiles, creating more reasons for customers to shop with us. ![img-19.jpeg](img-19.jpeg) ■ Potential location ■ Existing location ## Adding more seasonal relevance and promotional inspiration Our analysis of market data highlights the opportunity to grow our market share through increased seasonal relevance outside of our peak trading period. We have continued to grow our seasonal ranges and campaigns at different points in the year including spring, summer and autumn, adding inspiration and freshness to our offer. We plan to continue to build on this, creating more marketing opportunities and reasons for customers to browse our ranges. We continue to develop our trading plan and product assortment to maximize demand-capture during peak periods by adding further promotional mechanics and special-buy offers which continues to resonate well with both existing and new customers. We anticipate that we can 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. ## Building stronger relationships with suppliers Our strong supplier relationships support our direct-sourcing model, and we continue to strengthen relationships further with key suppliers while consolidating more sourcing activity with our top suppliers, who manufacture products to our design specifications. Additionally we have broadened and diversified our supply chains to source from new new-shore manufacturers where viable to so do. We will continue to develop our supply relationships to improve product innovation and supply chain efficiency. 1.9% Estimated share of UK kitchenware and small kitchen electricals combined market¹ • Euromonitor market data and management estimates ## Case Study ### New store format In addition to the new store openings, we began to roll out our new store format which is now in place in eight of our new stores. The new format has a more premium style, with birch-ply, oak and gun-metal fixtures. It is more homely and warm, with softer lighting, tile backplash areas above knife demo counters, front of store and the 50points. And it provides more inspiration through visual merchandising and opportunities to test and demo products including in our new kitchen knives and electricals zones. The store is also deliberately easier for customers to shop, with more stock on shelf ready to sell -serve, improved marketing and point of sale information, and additional category signage providing waymaking for customers to find what they need. Impulse and seasonal areas have been extended, increasing the chance for customers to find something new. By working directly with our store architect and fixture manufacturers, we have been able to create a far more premium concept at a comparable cost to our previous format. Early results in our new stores are encouraging. Trading intensity has improved in the areas we targeted, and customer feedback around the improved experience provided by the new inspirational features and the enhanced presentation and messaging of both quality and value has been overwhelmingly positive. We are now planning to commence refill trials of the new format concept and hybrid concepts in existing stores during FY27 to determine the payback and potential for future roll-out to provide more customers with access to an improved retail experience. ![img-20.jpeg](img-20.jpeg) --- 16 ProCook® Group plc Annual Report and Accounts 2024 procookgroup.co.uk 17 # 1 Accelerate profitable sales growth Continued ## Deliver best-in-class omnichannel customer service ### Retail service excellence Our excellent-rated retail service is a key point of difference compared to other retailers in our sector. As a kitchenware specialist and own-brand retailer, we have the opportunity to assist and delight customers in store, helping them choose the right products for them, and understanding how best to use them in their homes. We have continued to optimise colleague scheduling through the last year, ensuring that the right number of colleagues are in each store at the right time of the day to maximise service levels as visitors numbers change through the day. The cost-effective management of rotas and KPIs is now well-embedded and helps us identify and focus on areas where we can improve. Our new regional training roles have increased the level of support for our retail teams, supporting new store opening training, increased product knowledge sessions, and completely overhauling and rolling out the training of our service and selling training model. Our store managers have all now been through our leadership training programme to provide them with the tools and knowledge to lead their teams effectively and to ensure a consistency of approach across our business. In the year ahead, we expect to make further progress in our service levels in stores helping to improve conversion and average spend as our new Retail Management structure brings new energy and focus to our store teams and builds a high-performance culture that more effectively recognises, celebrates and rewards success. ### Enhancing user experience online With most customers now researching and shopping across channels, we must continue to create an even more seamless omnichannel experience. Our website platform attracts approximately 20m customer visits per year, and is used by customers to not only make a purchase, but also to research products, compare pricing, and find recipes, and 'how to use' and product care guides. We have extended the 'partly' section of our website, adding more recipe assets and inspiration. The acquisition of a substantial digital content library (9000+ recipes and imagery) from the former UK operators (in liquidation) of the Delicious magazine, will allow us to continue to scale this with pace, to provide an extensive content bank for customers, while enhancing SEO and AI search visibility. We continue to monitor NPS post-checkout, and act on the feedback received from customers' actual experience online to inform our development priorities. Last year we launched AI-based age verification tools, and new inspirational lifestyle department pages. We began offering personalised product recommendations in the basket and we introduced improved product layout through parent and child groupings. During the latter part of the year, we began work to move our website technology away from our custom-built platform to Shopify+ as part of our technology change programme. This will bring numerous immediate functional benefits to customers in areas including payments, returns, customer service and personalisation. Additionally it will enable us to more rapidly identify, test and deploy improvements and innovations for customers as we move forward, including greater capture of AI-based agents, shopping journeys as they continue to evolve and become more prevalent. ## 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 efficient 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. ## Grow brand awareness and customer engagement ### Helping more new customers discover ProCook Last year, our L12M active customer base increased by 24% to a record 1.4 million and we attracted a record 918k new customers to shop with us in the last year (+25% year on year). We believe there remains a significant opportunity for us to continue to grow awareness in the years ahead. During the last year, we have made good progress in raising awareness through the opening of 13 new stores, on top of the 12 new stores opened the year before, each with bespoke local marketing campaigns. Our increased prominence on social marketing channels led to significant growth in website traffic, which originated from paid social advertising, of 127% year on year resulting in a 93% increase in distributed paid social revenue. Our increased use of social marketing and improvements in other paid marketing activities, has again supported improved marketing efficiency, reducing our cost per acquisition by 7% before we chose to reinvest £0.5m during Q3 to accelerate new customer acquisition as a result of the revenue outperformance we were achieving. Following the progress made in the last two years in paid social marketing, we have grown our team of content creators, providing more capacity, more product inspiration and better-performing content to continue to grow our customer base. We have strengthened and our brand tone of voice and personality which is now more prominent both in store, online and through other media channels, and is beginning to showcase the brand we want to be with our customers. **4.8** Trustpilot excellent-rated score with over 155,000 5-star reviews **1.4m** L12M active customers, +24% year on year ## Encouraging more existing customers to shop with us again Our 12-month repeat rate has stabilised following a number of impacts over recent years that has led to a fall including channel shift impacts post-Covid, website platform migration disruption in 2023 and significant retail space expansion in the last couple of years. Our mix of sales from existing customers continues to grow in both Retail and Ecommerce channels. With a larger active customer base, and greater ability to attract new customers, we have a significant opportunity to encourage existing customers to shop with us again, and increase our 12-month repeat rate of 20.5%. We continue to use social channels to inspire and engage customers, and the acquired content library will support further progress here. Additionally, our product development plans, including our seasonal campaigns, will deliver increased range refresh, providing reasons for customers to visit us more frequently. Extending existing and new categories such as tableware and baking will increase purchase frequency where our heritage categories of cookware is a less frequent purchase. Adding a more personalised capability online and in-store will increase the seamless omnichannel nature of our business creating an improved and inter-connected experience for customers. **>120%** Increase in social marketing-initiated website traffic year on year **46%** Increase in followers on ProCook social media channels in FY26 ![img-21.jpeg](img-21.jpeg) --- 18 ProCook Group plc Annual Report and Accounts 2024 ## 2 Improve operating efficiency Combining profitable sales growth with a continued focus on delivering cost efficiencies will further improve operating margins over the medium term. We are committed to building a better business for all stakeholders. ### Supply chain transformation During the year our programme has continued to deliver operational benefits for colleagues, while seamlessly enabling significant volume growth. Key initiatives include the full rollout of cage-based deliveries to retail stores nationwide, new hand-held terminals for stock management in retail stores, and improved retail pick operations in our distribution centre. We have assessed in detail the operational implications and benefits of appointing an industry-leading logistics expert to partner with, and we are pleased to now be in the early stages of transitioning our warehouse activities to be operated by DHL Supply Chain (in situ), which will enable us to develop the operating capacity and efficiency required to support our medium-term growth ambition and beyond. ### Resilient and scalable tech solutions Our continued investment in technology has supported multiple enhancements to customer experience and operating efficiency during the year, both online and in store, and in our warehouse. Concurrently, we have taken time to assess and plan for the right architecture for our future and our next chapter. We have established a technology change programme which will gradually shift our tech stack towards a best-in-class Software as a Service model, away from the largely custom-built monolithic technologies we use today. This will create a more resilient and scalable technology landscape which will support business growth and agility, while improving technical flexibility and cost-effectiveness. Our initial focus is the full adoption of Microsoft Business Central as our ERP system (currently limited to finance and purchasing), reducing reliance on our legacy extranet system. After this we will migrate away from our custom-built web platform to Shopify+ bringing best-in-class Ecommerce capabilities for our customers. Our legacy WMS system will be replaced with Manhattan WMS in due course, as we complete the transition to a DHL-operated distribution centre. This strategic shift will provide greater flexibility and resilience in our technology architecture, allowing us to improve service for customers and colleagues, and focus on change management and delivery rather than legacy technical debt. **£1.0m** Investment in technology change programme over FY26-FY28 ### Operate with cost discipline During FY26 we continued to focus on cost discipline across the business as a whole, targeting areas where we could make continual improvement through a series of initiatives. These included our focus on digital marketing efficiency, resource planning in retail including extending contracted hours to better serve customers at the right times, improved home delivery carrier and packaging rates through negotiations with suppliers and initiatives to optimise parcel packaging usage, and efficiency in our distribution centre, whilst also controlling carefully our central support costs. As we progress towards our medium term ambition of 10% operating margin, continued focus in this area is required and we have a range of further initiatives identified to progress in FY27. **21%** increase in Retail pick rate per hour in FY26 ![img-22.jpeg](img-22.jpeg) procookgroup.co.uk 19 ## 3 Create a great place to work We are committed to making ProCook an even better place to work, raising colleague engagement, and improving customer experience as a result. Adapting our culture to be more performance-focused, will ensure that we operate with pace and agility 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 ### Developing our teams and our leadership capabilities With new regional trainers appointed, our focus this last year has been on rolling out more training and development across our retail teams including revamping our training programme for our service and sales teams. This was supported by further leadership training programmes including for all of our retail store managers, who attend a condensed version of our leadership development programme. Our leadership development programme continues to run for managers and aspiring leaders in our business having now trained 110 colleagues to date. Our approach to talent management and succession planning in retail has been improved and continues to be an area of focus in the year ahead, ensuring that we can provide meaningful career development opportunities for colleagues who have the aspirations to progress in their roles as our business grows, and ensuring there is strong leadership available at all times across our expanding store network. We are pleased to be promoting more and more colleagues from within our business to step up into leadership roles and the continuity of experience and potential for personal development that this brings. ### Building a high-performance culture With robust annual personal objective setting and appraisal review processes established, including the linking of personal reward to performance, which is assessed against strategic Objectives and Key Results ('OKRs') that have been flowed through each function in the business, we continue to raise the bar around high performance. The Leadership Team meeting cadence and management information supports thorough review of both trading performance and strategy execution, and through our weekly huddles and monthly town halls we will continue to communicate with all colleagues ensuring we are collectively working together to execute our strategy. **110** Colleagues trained to date on our leadership development programme ![img-23.jpeg](img-23.jpeg) --- 20 ProCook® Group plc Annual Report and Accounts 2024 procookgroup.co.uk Strategic Report 21 ## 4 Be a force for good Certified Corporation As a responsible retailer and a B Corp, we aim to be a force for good in our sector and for our communities, while reducing our impact on the environment. ### Reducing our environmental footprint We are committed to delivering on our plan to achieve net zero by 2040 to help protect our planet and, 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 Ecology. Our energy use has reduced by 46% since FY19, while our revenue grew by 208% during the same period. We continue to focus on reducing emissions further and in FY26 our CO₂ emissions per £1m revenue reduced by 22% as a more productively utilised our existing resources to support revenue growth. Tackling emissions in Scope 3 areas is more challenging, as much of this is not directly in our control, however we are progressing eight initial priority actions in conjunction with our suppliers that will support progress in the years ahead. ### Caring for our communities We are committed to creating meaningful employment opportunities in the communities we operate in and expand our reach through greater store presence, creating more job opportunities across the UK. We remain committed to paying all colleagues at least the Real Living Wage and we have continued to enhance our total reward package for colleagues in the last year through a range of initiatives including enhancing bonus and medical schemes. Our support for Magic Breakfast last year, as our colleague-nominated charity, raised over £60,000 for the important work they do support over 300,000 children and young people everyday, tackling hunger in schools to make sure no child or young person is too hungry to learn. Together with our ongoing support for Life's a Beach and Young Gloucestershire we raised over £100,000 for good causes and continued to support colleagues to volunteer time through our Good Causes Days, which we offer all colleagues the opportunity to participate in. In the year ahead, we will return to working with FoodCycle, as our FY27 colleague-nominated charity by raising funds and supporting their activities with our colleague volunteering. FoodCycle does incredible work to bring people together through community dining, to stop loneliness and hunger, food poverty and food waste. We will also continue with the provision of work experience opportunities and 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. ![img-24.jpeg](img-24.jpeg) Policies Data quality Environmental management system ("EMS") Engage suppliers More efficient property Engagement and education Reduce and recycle packaging Travel >£100k New record for charitable funds raised for good causes during FY26 87% Reduction in Scope 1 and 2 Emissions Intensity (Tonnes of CO₂ per £1m revenue) between FY19 to FY26 ![img-25.jpeg](img-25.jpeg) --- 22 ProCook® Group plc Annual Report and Accounts 2024 procookgroup.co.uk Strategic Report 23 ## Case Study: Recertifying as a B Corp ProCook was founded 30 years ago in 1996, and ever since then we have been committed to doing business better. One of the biggest steps we have taken on our sustainability journey has been becoming a certified B Corp. As the first FTSE retailer and among the first 1,000 UK businesses to achieve certification, we believe that it is important to be a responsible business and we aim to set a positive example for our industry and beyond. ### Our B Corp journey We first accredited with B Corp in September 2022, achieving a score of 50 points. Over the years we have implemented initiatives across our business that has helped to increase our positive impact across all five categories: Governance, workers, community, environment and customers. As a B Corp, we are required to recertify every three years to maintain our accreditation. In December 2025, we successfully completed this process, achieving a new score of 93.1 recognizing the progress made over recent years. This result significantly exceeded the targets we had set for ourselves and reflects the depth and breadth of the initiatives, practices, and operational improvements we have implemented across the business over the last three years. ### Creating a thriving workplace This year, our Health and Wellbeing Group which was originally launched in FY24, has again expanded their influence and support. What began as a network for colleagues to share ideas and discuss ways to improve our wellbeing support has evolved into a structured programme with a monthly cadence. These now include educational webinars aligned with our Wellbeing Calendar, providing colleagues with accessible learning on a wide range of topics. Combined with regular signposting to our Employee Assistance Programme (EAP) and our other colleague networks (such as our LGBTQ+ and AIIes Group), these initiatives have helped to foster a forward thinking, inclusive culture that supports the wellbeing of colleagues across all areas of the business. For the fifth consecutive year, we have been certified as a Great Place to Work, with our Trust Index score rising to 78%. We also continue to uphold our pledge to fair pay as an accredited Living Wage Foundation employer. ### Supporting our community and protecting our environment With the launch of our Charity of the Year initiative in FY25, we have continued to support a cause chosen by our colleagues. This year, we were fundraising for Magic Breakfast, a charity dedicated to ending childmongering hunger by providing nutritious school breakfasts for children across the UK. Through a combination of colleagues and fundraising activities and thousands, we have made meaningful contributions of £61,133 towards their vital work. Alongside this, we have continued to deepen our engagement with local community and charitable organisations through gifting vouchers, colleagues volunteering their time, and product donations. These efforts have enabled us to make a positive difference to some of the most vulnerable individuals within our communities, further strengthening our role as a responsible and community focused business. Following the recalculation of our carbon footprint, we now have a clearer understanding of our emissions trajectory and how it aligns with our Net Zero roadmap. By continuing to work closely with our carbon consultants, we ensure that our approach reflects industry best practice and benefits from expert guidance, enabling us to set ambitious yet achievable targets that support our ongoing decarbonisation journey. ### Planning for the future Our sustainability programme extends far beyond the achievement of a certification; it is fundamental to the long term resilience and success of our business. The B Corp framework offers a rigorous benchmark that helps us assess our performance, shape our direction, and highlights opportunities for improvement across our business. It ensures we remain forward-looking, continually strengthening our ability to navigate a changing climate and build a more resilient business for the future. We recognise that the B Corp standards are evolving, and we are proactively preparing for these changes so we can continue to strengthen our impact and maintain our commitment to continual improvement. Being a B Corp does not make us perfect, but it does hold us accountable. We are proud of the progress we have achieved so far and remain dedicated to building on this foundation as we grow, introducing further initiatives that deliver positive outcomes for all of our stakeholders. Read more: Our B Corp Impact Report 2024 is available at www.procookgroup.co.uk “Becoming a B Corp is not just about certification, it is about an ongoing commitment to doing business better, and inspiring others to join us in making positive changes.” ![img-26.jpeg](img-26.jpeg) --- 24 ProCook® Group plc Annual Report and Accounts 2024 procookgroup.co.uk Strategic Report ProCook Group plc Annual Report and Accounts 2024 # Sustainability As a proudly recertified B Corp, we remain dedicated to using business as a force for good and continuing to improve our impact every year. Throughout 2025, we continued to strengthen our positive impact on our people and communities while working to minimise our environmental footprint. With ambitious goals including our commitment to achieving net zero by 2040 we are evolving our approach and collaborating with partners and stakeholders to drive meaningful, long-term change. ![img-27.jpeg](img-27.jpeg) ![img-28.jpeg](img-28.jpeg) We recognise sustainability as a core responsibility and are committed to making measurable progress each year, both socially and environmentally. Doing the right thing is central to our values, and this continues to shape the way we operate, particularly in fostering an inclusive, to embed this value into all that we do, including fostering an inclusive culture and supportive workplace. This year, we successfully recertified as a B Corp, achieved Great Place to Work™ certification once again, and were recognised in the Top 100 Large Companies category for the second consecutive year. Supporting and strengthening our communities remains a priority. This year, we continued to deepen our charitable impact locally and nationally, raising over £60,000 for our Charity of the Year, Magic Breakfast. We also recalculated our carbon emissions and, in line with our business growth, reviewed further opportunities to accelerate our journey to net zero. As we continue to expand, our commitment to building a more sustainable and ethical future remains at the forefront of our strategy. We are investing in the right tools, technologies and initiatives to enhance our positive contribution. This section outlines our key achievements, the challenges we have addressed, and our future priorities as we continue striving to become an even more responsible retailer. ## People, product and planet As a recertified B Corp we remain 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, strengthening our sustainability performance across every area of the business. Our focus is on reducing our environmental footprint while ensuring our stakeholders have confidence that we are acting responsibly, transparently and in line with our values. Over the past year, we recalculated our Scope 1.2 and 3 emissions to identify meaningful opportunities for reduction across each category. This work has given us a more accurate understanding of our carbon footprint and enables us to prioritise the areas where we can make the greatest impact. In the year ahead, we will lay the foundations for a more mature and efficient sustainability reporting approach by creating an effective Data Governance Framework. This will support improved data collection year on year, and shift our approach from reactive reporting to proactive, insight-driven sustainability management. ## Our People – Creating an even better place to work ### Link to principal risks Brand and customer People and culture ### Link to strategy - 3 Create a great place to work - 4 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 2025) - Real Living Wage Employer - Disability Confident Leader - UK's Best Workplaces™ - UK's Best Workplaces™ for Women - UK's Best Workplaces™ for Wellbeing - Customer Service Team of the Year – People in Retail Awards (September 2025) At ProCook, we champion an open, honest and values-driven culture, always focused on doing the right thing. We know that creating a workplace where everyone feels valued, supported and empowered is fundamental to helping our people and our business thrive. Our origins as a family business continue to influence our ethos, shaping the way we work together and guiding our journey toward a more sustainable future-focused culture. We encourage colleagues to share ideas, raise concerns and offer feedback constructively, believing that collaboration leads to better outcomes. We recognise the importance of personal development and take pride in celebrating both individual and collective achievements, because every contribution matters. As a Real Living Wage employer, we are committed to supporting the well-being of our colleagues and enabling them to give back through initiatives such as Good Causes Days. Each year, all colleagues are invited to participate in the Great Place to Work™ survey, providing valuable insights into how we can continue to strengthen our culture. These insights help us identify opportunities for improvement and ensure we keep building a workplace where everyone can thrive. We are proud to have been certified as a Great Place to Work™ for five consecutive years, alongside receiving several additional awards, notably for well-being and development. ![img-29.jpeg](img-29.jpeg) 25 --- 26 ProCook Group plc Annual Report and Accounts 2026 procookgroup.co.uk Strategic Report ProCook Group plc Annual Report and Accounts 2026 # Sustainability Continued # Diversity, equality, and inclusion We value the individuality of each colleague, recognising that diverse backgrounds, skills and experiences make us a stronger team. Our aim is to create a safe and welcoming workplace where all colleagues can succeed, and we actively embrace different perspectives, cultures and experiences, knowing that inclusivity drives innovation and collaboration. We want to ensure all colleagues feel respected, valued and empowered to succeed. Raising awareness and providing education are key to embedding diversity, equity and inclusion into our culture. Through our development training platform, we offer ongoing learning opportunities that encourage open conversations, challenge biases and promote greater understanding. This year we have made positive steps towards greater inclusivity through a variety of initiatives including celebrating National Inclusion Week and launching a second colleague network group focused on health and well-being, encompassing mental health, neurodiversity and disabilities. This year we have also been recognised as a Disability Confident Leader. Read more: Our Diversity, Equality and Inclusion Policy is available at www.procookgroup.co.uk # 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'. Read more: Our Gender Pay Gap Report is available at www.procookgroup.co.uk 96% People here are treated fairly regardless of their equal orientation (flat:YoY) 92% People here are treated fairly regardless of their gender (-2:YoY) 94% People here are treated fairly regardless of their race or ethnic origin (flat:YoY) 85% I'm proud to tell others I work here (+2:YoY) Source: GPTW survey December 2025 # Colleagues split by gender, age, and ethnicity | Colleagues by gender | FY26 | FY25 | | --- | --- | --- | | Women | 66.6% | 69.1% | | Men | 32.5% | 30.9% | | Non-binary | 0.3% | 0.0% | | Other/ Prefer not to say | 0.6% | 0.0% | | Board Directors - Female | 16.7% | 16.7% | | Board Directors - Male | 83.3% | 83.3% | | Leadership Team - Female | 57.1% | 66.7% | | Leadership Team - Male | 42.9% | 33.3% | | Colleagues by age group | FY26 | FY25 | | --- | --- | --- | | Under 18 | 4% | 2% | | 18-24 | 30% | 28% | | 25-34 | 22% | 22% | | 35-44 | 15% | 20% | | 45-54 | 15% | 15% | | 55-64 | 11% | 11% | | 65+ | 3% | 2% | # Colleagues by ethnicity¹ ![img-30.jpeg](img-30.jpeg) # Colleagues by full time / part time roles ![img-31.jpeg](img-31.jpeg) ¹ Presented as at year-end date for both FY25 and FY26 ² Ethnicity information collected from voluntary colleague surveys | 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 | - Bi-annual manager conferences to educate, inspire and engage colleagues on new product, business developments and performance updates - Clear action plans and progress updates from colleague engagement surveys - Monthly colleague 'Green team' meetings to identify and implement sustainable initiatives across the business, participants act as 'sustainability champions' - Quarterly Colleague Advisory Panels to capture feedback and opportunities for improvement - Weekly update huddles to communicate key messages, celebrate successes and respond to colleague questions - Annual colleague objective setting and appraisal processes to support personal development - Investment in leadership development programme for heads of departments and managers - Certified as a Great Place to Work™ for the fifth year running NEW in FY26 - Introduced a product and service trainers' role to support learning and development in retail and ensure great onboarding for rapidly expanding new stores NEW in FY26 - Designated training stores for new managers to the business NEW in FY26 - Monthly newsletter covering new policies, legislation changes, seasonal activities and key awareness days NEW in FY26 - New ProCook HR portal to aid efficiency, displaying Company announcements, organisational charts and colleague well-being pulse survey NEW in FY26 | - Continue to focus on improving colleague health and well-being through improvements to policies and resources - Utilise data from GPTW surveys to focus on function-specific actions - Focus on colleague recognition and the link between colleague engagement and retention - Refresh and streamline Company values, reducing the number to create a clearer, more focused framework - Encourage wider participation in the Great Place to Work survey to ensure feedback is representative of the whole organisation - Establish a more cohesive organisational approach to colleague well-being, including providing managers with enhanced training, tools and resources to support consistent and informed approach to well-being across all teams | | We are committed to supporting the communities in which we operate | - Raise funds and awareness for our long-standing charity partner Life's aBeach through designated reusable product range, education programme and national litter picking events - Contribute and donate products to local community groups, charities and schools - Provide T-Level placements and work experience for local college students to learn on the job and vocational skills - Support Young Gloucestershire with their work to help develop disadvantaged young people on the King's Trust programme - Two fully paid Good Causes Day per year per colleague to support charitable activities, on top of Life's aBeach volunteering - Support our colleague-nominated charity of the year with fundraising and teambuilding initiatives - Expanded till point 'round-up' charity donations to raise even more funds for our charity partners NEW in FY26 | - Strengthen community links nationwide and explore store charity opportunities - Develop charity of the year partnership with FoodCycle enhancing fundraising targets and colleague engagement - Arrange charity partnership days to support colleagues in using their Good Causes Days | --- 28 ProCook Group plc Annual Report and Accounts 2026 procookgroup.co.uk Strategic Report 29 # 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 - Collegue-led health and well-being network group sponsored by the Leadership Team to promote well-being initiatives across the business | - Design a dedicated work experience pack for school students to support learning and development - Introduce a new Learning Management System ('LMS') this year, providing colleagues with enhanced access to personal development training opportunities - Launch a series of development webinars through the new LMS, focused on Diversity, Equity and Inclusion, to strengthen colleagues understanding and support a more inclusive workplace - Introduce video application capabilities for applicants applying for job vacancies, removing barriers to accessibility | | 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 - Collegue portal to ensure policies made available to all, and to aid knowledge sharing - Launch new starter orientation hub with everything you need to know about starting at ProCook to improve the onboarding process NEW in FY26 - Introduction of a Risk Manager to better identify, monitor and evaluate risks to the business NEW in FY26 | - Continue to monitor H&S procedures across the Group, making further improvements where identified and considered necessary - Recruit and embed a new Retail Compliance Officer to oversee and drive compliance with procedures across our retail estate | | We take the well-being and personal development of our colleagues seriously | - Support colleagues business-wide to complete Mental Health First Aider courses - Prioritise and monitor internal promotions across our business ensuring transparent selection criteria - Continually develop our learning and development capability to support personal and business performance - Annual Well-being Calendar to raise awareness and provide resources to support colleagues - Comprehensive Employee Assistance Programme for all colleagues and their families - Retail career progression and development matrix, with prescribed training for each role level to ensure all colleagues receive comprehensive and high-quality training, with support from Regional Trainers - Annual succession planning process to identify and develop talent for the future - Each store has access to L&D tablets to support colleague training and development NEW in FY26 - Private healthcare benefit for managers across the business NEW in FY26 | - Explore further well-being options to boost our offering for colleagues - Raise awareness of the broad range of benefits we offer to our colleagues so that they can get the most out of their reward package - Careers month to be held in September as an opportunity for colleagues to strengthen their personal development and explore career pathways - New Learning Management System to offer personalised development plans as well as career pathways and education | ![img-32.jpeg](img-32.jpeg) Delivering outstanding service is central to our growth strategy. --- 30 ProCook Group plc Annual Report and Accounts 2024 # Sustainability Continued # Our Planet – Reducing our environmental footprint # Link to principal risks - Climate change - Brand and customer - Regulatory compliance # Link to strategy 1. Accelerate profitable sales growth 2. Improve operating efficiency 3. 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 recertification (December 2025) - C2S Sustainability Award Winner (August 2025) - BREEAM Excellent Certified Distribution Centre and Store Support Centre - Gold Standard Carbon Offset with Ecology - Certified Zero Waste to Landfill for our Distribution Centre and Store Support Centre We remain committed to reducing and minimising the environmental impact of our operations by continually reviewing and improving our practices. Reducing carbon emissions across our entire value chain is our top priority as we work towards our ambitious target of achieving Net Zero by 2040. We recognise that in the journey ahead we will face challenges, some of which are beyond our direct control, but we are confident that our commitment in this area will continue to drive focused action, stronger collaboration and responsible decision-making across our business. Having already made substantial progress in reducing our Scope 1 and 2 emissions, we are now deepening our engagement with our supplier network to increase awareness of their environmental impact and to support the changes needed to deliver meaningful, long-term improvements. This year, we strengthened our sustainability efforts by launching a new sustainability section on our website to transparently showcase our progress and the steps we are taking to reduce our footprint. We have also expanded our Commercial team, after the recent appointment of our new Commercial Director and we have been introducing new roles to enable us to build deeper supplier relationships. Read more: Reducing our environmental footprint on page 20 Read more: Progressing towards Net Zero on pages 40 to 41 ![img-33.jpeg](img-33.jpeg) procookgroup.co.uk 31 | 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 - A fully electric company car fleet. Electric vehicle salary sacrifice scheme offered to colleagues - BREEAM excellent-certified Store Support Centre and Distribution Centre in Gloucestershire - External verification of our Scope 1, 2 and 3 carbon emissions and long-term carbon reduction strategy established in line with the UN Science Based Targets initiative - Workplace pension provider offering more sustainable and ethical investments - 100% renewable energy usage business-wide in our operations - Recalculated Scope 1, 2 and 3 emissions in FY26, providing deeper analysis and action planning NEW in FY26 - SECR reporting completed with 2% decrease in carbon emissions from baseline year NEW in FY26 | - Continue to engage with suppliers to positively influence and reduce their environmental impacts - Raise customer awareness of product choice impacts, educating on the benefits of buying high-quality, durable products, which have lower impact due to their longevity - Continue reducing energy consumption throughout our own business operations - Launch annual sustainability training on our learning and development platform | | 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 - Customer recycling scheme for small home electrical items (WEEE) - 100% FSC-certified cardboard packaging for home delivery parcels, minimised usage of plastic bubble wrap by introducing recycled paper-based box filler - Reuse and repurpose store fixtures and equipment wherever operationally possible - Regular audits of product packaging to further eradicate single-use plastic - Introduction of electrical repair and re-sale scheme NEW in FY26 | - Introduce SMART environmental targets for retail stores and measure improvement - Continue to reduce single-use plastics in consumer deliveries, conduct innovative warehouse trials to understand viable alternatives - Explore more sustainable alternatives to our current carrier bags - Improve circularity within the business by introducing battery collection points within our stores | | Develop our environmental framework to strengthen and manage our environmental procedures and policies | - ESG roles and responsibilities assigned throughout the business - Environmental Management System ('EMS') with ISO14001 aligned processes and policies - Regular review and monitoring of our environmental risk register, including climate risks - Executive-sponsored ESG Committee, reporting to the Board, to accelerate action across the business - Collage engagement with net zero through internal bitesize and jargon-buster training - Departmental workshops to help teams understand net zero and explore practical changes they can make in their own areas as we work toward our 2040 goal NEW in FY26 - Collage Advisory Panel focused on enhancing sustainability across the business and how to effectively communicate these efforts to customers NEW in FY26 | - Further develop our net zero roadmap, implementing initiatives with pace - Following re-measurement, work with carbon consultants to understand progress on net zero roadmap and next steps - Introduce further policies and practices to streamline environmental reporting and target setting - Set near- and long-term targets to achieve net zero using the SBT framework - Assign responsible colleagues data ownership for our Greenhouse Gas Inventory, ensures cross-departmental collaboration and accuracy in carbon emission calculations | --- 32 ProCook® Group plc Annual Report and Accounts 2026 procookgroup.co.uk Strategic Report ProCook Group plc ProCook Group plc 33 ## Sustainability Continued | Our commitments | How we deliver on our commitments | What we are focused on next | | --- | --- | --- | | Progress our B Corp Score and be a force for good | - Continual development of processes, practices and policies to improve sustainability and colleague well-being 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 - Recertified as a B Corp with a renewed score of 93.1, showing measurable growth in all key areas **NEW in FY26** - Enrichment days for new store managers to have a dedicated B Corp session to raise awareness and understanding around the certification **NEW in FY26** | - Continue using our B Corp score as an internal metric to monitor improvement in each measurable area. Understand the new enhanced B Corp framework ahead of our impact report and recertification in 2028 - Continue to promote sustainable travel options to colleagues and attend local travel networking partnership events. | ¹ 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 ### Greenhouse gas emissions¹ | tCO₂e emissions | tCO₂e/£1m revenue | Energy Gigawatt hours | | --- | --- | --- | | FY26 404.9 | FY26 6.2 | FY26 2.2 | | FY25 417.7 | FY25 6.0 | FY25 2.0 | | FY24 430.8 | FY24 6.9 | FY24 2.1 | | FY23 369.9 | FY23 5.9 | FY23 1.8 | | FY22 447.7 | FY22 6.5 | FY22 2.1 | ¹ Greenhouse gas emissions are defined here as CO₂ emissions from all Scope 1 and 2 activities relating to the Group's operations. ![img-34.jpeg](img-34.jpeg) --- 34 ProCook Group plc Annual Report and Accounts 2026 procookgroup.co.uk Strategic Report Strategic Report Strategic Report # Sustainability Continued ## Our Product – Helping our customers make more sustainable choices ### Link to principal risks - Supply chain - Climate change - Brand and customer ### Link to strategy 1. Accelerate profitable sales growth 2. Improve operating efficiency 3. Being a force for good ### Key stakeholders - Customers - Communities - Suppliers ### Link to the United Nations Sustainable Development Goals ### Recent recognition, awards, and memberships - Which? Recommended Provider – February 2026 - Sedex membership - B Corp Certification (September 2022) - C2S Sustainability Award (July 2025) At ProCook, we design and source durable, high-quality kitchenware that enables customers to make more sustainable purchasing decisions by choosing products built to last. Every item in our range undergoes rigorous performance and durability testing to ensure reliability, longevity and an exceptional cooking experience. Reducing the environmental impact of our products remains a priority. This year, we continued to implement recommendations from our life cycle assessments, including increasing the use of recycled materials in both our packaging and product ranges, as well as exploring alternative materials with a lower environmental footprint. Our focus on circularity remains central to our approach, supported by responsible packaging decisions and customer guidance aimed at maximising product lifespan. We remain committed to ethical and sustainable manufacturing across our global supply chain. Through long-standing partnerships with trusted suppliers, and our continued use of Sedex to conduct independent audits, we uphold the highest standards of integrity and ensure our operations remain free from bribery, corruption and modern slavery. We have recently been listed for the third time running a 'Which? Recommended Provider 2026' in the Furniture and Homes category. 94% Our customers would rate the services and products we deliver as 'excellent' (+3YoY) Source: 2016 Lando, December 2022 ![img-35.jpeg](img-35.jpeg) | Our commitments | How we deliver on our commitments | What we are focused on next | | --- | --- | --- | | Develop and bring to market products that are 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 - Removal of 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 - Life cycle assessments conducted on core product ranges to identify associated carbon emissions - Circular, thinking embedded into our product development processes | - Expand our lower-impact ranges, bringing more sustainable alternatives to the market - Educate customers on sustainable choices, product impacts and the benefits of buying products with longevity and the effects on the environment | | 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 Amort 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 - Engage with top volume suppliers to understand and improve their sustainability credentials to align with ours - Re-sourcing of some ranges to be produced in nearer European countries to lower carbon emissions associated with upstream transportation NEW in FY26 - Condense list of suppliers to achieve higher influence and encourage better environmental and social business practices NEW in FY26 | - 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 - Investigate purchasing cotton from responsibly grown sources for textile products - Begin to investigate ways to gather data around our Tier 2 suppliers | | Minimize 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 - Customer recycling guides providing advice on how to responsibly dispose of ProCook packaging - Use of fibre-based bags and cardboard void fillers instead of polystyrene in all electrical ranges - Innovative warehouse trails working with our packaging provider to achieve box optimisation leading to reductions in wasted space and unnecessary box usage NEW in FY26 | - Continue to innovate to reduce single-use plastics in product packaging - Colleagues across our business to participate in circularity training to improve understanding using the new LMS | 35 --- 36 ProCook Group plc Annual Report and Accounts 2026 procookgroup.co.uk Strategic Report 37 # Task Force on Climate-Related Financial Disclosures We acknowledge the severity and immediacy of climate change and corresponding financial risks. In accordance with the FCA Listing Rule UKLR 6.6.6B (8), ProCook has made disclosures against the Task Force on Climate-Related Financial Disclosures ('TCFD') recommendations on pages 36 to 38. The CFO is the Executive Director responsible for climate change as a whole, supported by the Group's ESG Director and the wider ESG team. Building on our first TCFD report in FY22 and the progress made in the years since, we have continued to refine our approach to assessing risks and opportunities. We remain committed to strengthening our disclosures in line with evolving regulations and best practice. Over the last year, we have enhanced our monitoring, measurement and management of climate-related risks, opportunities and financial impacts. New internal processes have improved visibility of potential impacts across the business. As our understanding of climate impacts evolves, so too will our response, ensuring our assessment of climate-related risks remains robust and supports decision-making around our long-term strategy. Reducing our environmental footprint is one of primary strategic pillars and closely aligns with our business value to care for our community and planet, and is therefore fundamental to our long-term success. Customers and colleagues expect brands to prioritise sustainability, and we recognise the increasing demand for durable products that are made from lower-impact materials and are free from single-use plastics. This market shift presents both risks and opportunities, which we are proactively managing. Our peak trading period is during late autumn and early winter. Extreme weather during this time, or in the period leading into it, could disrupt purchasing, inventory flow and deliveries to stores or customers' homes. Severe conditions may reduce footfall in our stores, affecting trading performance. In a below 2°C scenario, we assess the physical risk and potential impacts on our strategic objectives to be relatively low. In a scenario exceeding 2°C, climate-related disruption is likely to become more prolonged and more extreme, increasing the potential impact on our operations and performance, and achievement of our strategic objectives. We therefore continue to strengthen our resilience through improvements in operational planning, sourcing strategies and risk management processes. ## 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 ➔ **Read more:** Governance Framework on pages 70 to 71 ➔ **Read more:** Board activities on pages 76 to 79 ## What we do already 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 annually as a standing agenda item The Audit and Risk Committee reviews the principal risks at least twice a year including those surrounding climate change The 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 Engage and educate colleagues on B Corp, climate change and sustainability, through internal comms and our designated Sustainability and Well-being Portal ## What we will do next Further embed climate-related considerations in our strategic and financial planning as climate change impacts become more critical to our business practices ## Prioritising climate change in our strategy 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 42 to 44). These are not considered to have a material effect on the Group's financial projections or strategic priorities over the short to medium term, however could reasonably become more significant over the longer term. The 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. While we acknowledge the costs associated with mitigating climate risks and implementing necessary changes, and preventing negative impacts associated with climate change, we remain committed to responsible action. Our goal is to build a resilient and sustainable business that benefits all stakeholders ➔ **Read more:** Climate-related risk register on pages 42 to 44 ➔ **Read more:** Reducing our environmental footprint on page 20 ➔ **Read more:** Sustainability: Our planet on pages 30 to 31 ## What we do already Reducing our environmental footprint is a key element of our Group's strategy Alignment of our environmental 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 Progressing our eight priority actions for our Scope 1, 2 and 3 carbon reduction strategy 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 Submitted our ESOS Phase 3 action plan and identified energy-saving opportunities including behaviour change workshops, transport and packaging optimisation ## What we will do next Action planning following the full reassessment of Scope 1, 2 and 3 emissions with carbon consultants completed in FY26 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 Progress with ESOS Phase 3 action plan including steps to improve energy data, colleague behaviours and transport and packaging optimisation 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 Consolidate sourcing to preferred suppliers, enabling us to have a greater influence over supplier environmental initiatives, including net zero ambitions, SBT and joint ethical targets Understand supplier geographical initiatives and energy zoning data --- 38 ProCook Group plc Annual Report and Accounts 2024 procookgroup.co.uk 39 # Task Force on Climate-Related Financial Disclosures Continued ## A robust approach to risk management Climate change is recognised as one of the Group's principal risks and uncertainties and is integrated into our wider risk management framework. The Board, Audit and Risk Committee, and the CFO, are responsible for identifying and overseeing climate-related risks and tracking progress against our climate goals and targets. To assess potential climate impacts, we have identified climate-related risks and opportunities across the short (up to 2030), medium (2030-2040), and long term (2040 onwards) under three possible future climate scenarios: below 2°C, between 2-3°C, and above 3°C. These scenarios are based on the Intergovernmental Panel on Climate Change (IPCC) Representative Concentration Pathways (RCP 2.6, RCP 4.5, and RCP 8.5), enabling us to evaluate potential risks and opportunities that could affect our business in the years ahead. ➔ **Read more:** Climate-related risk register on pages 42 to 44 ➔ **Read more:** Our approach to risk management on page 52 ➔ **Read more:** Principal risks and uncertainties: climate change on page 59 ## What we do already 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 at least annually. ## What we will do next Seek external review and feedback on our climate change risk assessments as risks evolve. Continue to 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. ## Monitoring progress using detailed performance indicators 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. ➔ **Read more:** Key Performance Indicators on pages 46 to 47 ➔ **Read more:** Alternative Performance Measures on pages 162 to 164 ## What we do already Scope 1.2 and 3 (over 80% of Scope 3) carbon emissions assessed and reported to the Board. 100% electric company car fleet 100% renewable energy sources used across our business operations. 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. Engaged with our top 10 product suppliers to understand their own environmental performance and action plans and how we can support their progress. Introduced closed-door policy for extreme temperature conditions, stickers on store doors demonstrate energy saving initiative. Transitioned to new pension provider offering more sustainable investment choices for colleagues to help reduce Scope 3 emissions. ## What we will do next 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, with full recalculation to monitor progress in FY26. 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. Engage with our freight and logistics providers regarding the GLEC framework, and their own targets, which should be aligned to net zero by 2040, the global target for the logistics sector. Report on progress towards net zero by 2040, annually, to the Board. ![img-36.jpeg](img-36.jpeg) --- 40 ProCook Group plc Annual Report and Accounts 2024 procookgroup.co.uk Strategic Report Pro & Co Group plc # Progressing towards net zero We recognise the urgency of decarbonising our operations and wider value chain. Doing so is essential to mitigate climate-related risks, supporting the retention and growth of our customer base, and delivering positive outcomes for people and the planet. Following the calculation of our baseline emissions in 2021-2022, we have taken meaningful steps to address our operational footprint. Over recent years, the Group has consistently focused on identifying, reducing and where possible eliminating emissions within our value chain. In FY26, we recalculated our carbon footprint, covering Scope 1, Scope 2 and Scope 3 emissions, providing us with a deeper understanding of our emissions trajectory and our alignment with our net zero roadmap. Our analysis shows an overall 10% reduction in absolute emissions compared with our baseline year, and adjusting for growth in occupied premises due to our initial expansion, this represents a 13% underlying reduction in emissions from the base year due to the energy efficiency measures we have implemented. Notably, we identified a reduction in Scope 3 emissions. Given that these emissions largely arise within our supply chain, often in sectors and regions that are not directly within our control and where clear decarbonisation pathways have yet to emerge, this reduction represents encouraging progress being made globally. As we continue to advance towards a more sustainable future, these results demonstrate the positive impact of our ongoing efforts. 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 CO₂ per £1m of revenue by 2030. Further information on carbon emissions is set out on page 110. 1 Given the inherent challenges in measuring emissions on indirect activities outside of the Group'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. Net Zero emissions trajectory targets¹ ![img-37.jpeg](img-37.jpeg) ![img-38.jpeg](img-38.jpeg) # Our priorities for Scope 1, 2 and 3 carbon reduction | Priority action | Progress so far | Actions for FY27 | | --- | --- | --- | | **Policies** Strengthen and update environmental and ESG policies (e.g. purchasing, energy, waste management, human rights) | Strengthened environmental policies including Energy, Waste Management, Environmental, and Environmental Purchasing Policies. Developed a more in-depth Supplier Purchasing Policy. | Remain vigilant to evolving sustainability legislation and ensure continuing compliance. Enhance policies and prepare for further regulatory changes such as the UK Sustainability Reporting Standards. | | **Data quality** Identify operational data gaps and improve collection and management (e.g. business travel) | Improved logistics, transport, and shipping data quality by collaborating with suppliers and couriers to better understand emissions related to our operations. | Reflect on the findings of our latest carbon footprint assessment from FY26 and use the new data to identify new actions we can take to reduce our total emissions. | | **Environmental management system ('EMS')** Improve and fully align EMS documents to ISO14001 | Enhanced EMS documentation including ESG Roles & Responsibilities, Interested Parties, PEOPLE & SWOT analysis, and climate risk register. | Maintain alignment with ISO14001 standards, ensuring all EMS documentation remains relevant and up to date. | | **Engage suppliers** Identify key suppliers for initial engagement and understand their environmental targets | Engaged top suppliers to better understand their environmental commitments through Sedex and questionnaires. Strengthened relationships through supplier visits to factories and our SSC. Increased our mix of near-shore manufacturing. | Continue to engage with suppliers on their current and future sustainability initiatives, encouraging greater activity and focus where possible. Continue to explore opportunities for on-shore and near-shore manufacturing to diversify our supply chain and reduce emissions. | | **Reduce and recycle packaging** Continue to improve our product packaging/rectifiability and remove single-use plastics | Minimised single-use plastics in product packaging, replacing plastic tags with string and polystyrene inserts with corrugated cardboard. Used cardboard void fillers where possible and switched to thinner-grade plastic in unavoidable cases. Trained warehouse operatives to optimise packaging use, random spot checks ensure compliance. | Continue to reduce packaging consumption seeking opportunities to eliminate additional home delivery, packaging and revisit the composition and mix of carrier bags we offer in stores. | | **Engagement and education** Develop a communication plan informed by a stakeholder analysis to engage colleagues and achieve cross-Company commitment | Expanded colleague sustainability training, focusing on our net-zero journey, including net-zero workshops, jargon-busting sessions, B Corp presentations and an in-depth induction. Completed ESOS Phase 3 Action Plan. Begun to increase customer awareness of our sustainability activities including via our sustainability pages online. | Continue to raise customer awareness of our sustainability efforts and our B Corp certification through increased presence in store, online and through social media engagement. | | **More efficient property** Improve store efficiencies. Understand differences in energy usage of similar size. ProCook stores to make improvements and reduce overall energy consumption | Completed ESOS Phase 3 site visits and action plan. Fully renewable energy sources are used across our portfolio, and a closed-door policy has been introduced during adverse weather to reduce energy consumption. | Progress the agreed action plan from the ESOS Phase 3 report to completion. Continue to learn from well-performing, energy-efficient stores and apply these learnings across our estate where viable. | | **Travel** Improve WPH and employee commuting data and distribute sustainable travel plans for our new headquarters | Researched colleague commuting practices to establish a current emissions baseline and set a target to reduce single-occupancy car travel by 10% by 2027 at SSC. | Continue to promote car-sharing and the Cycle to Work schemes, and investigate climate-friendly travel incentives. | 41 --- 42 ProCook Group plc Annual Report and Accounts 2024 # 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) | Potential operational savings from transitioning towards a circular and lower-emission operating model. Improved customer perception may enhance brand loyalty and revenue | **Scenario** Variable across all scenarios **Time horizon** **Link to principal risks** Regulatory compliance **Risk impact** **Risk impact change** Work with external advisors to ensure compliance with evolving regulations (including SRS) **Risk impact** Build internal expertise to manage changing obligations effectively **Risk impact** Budget for increasing costs | | Risk of climate regulatory requirements, including carbon pricing, energy, waste and plastic taxes, driving operational costs as governments aim to meet net zero commitments | Long-term operational savings and revenue growth from reducing emissions and improving resource efficiency. Stronger environmental credentials enhance brand value | **Scenario** Variable across all scenarios **Time horizon** **Link to principal risks** Regulatory compliance **Risk impact** **Risk impact change** Develop internal carbon pricing strategy to account for potential future costs **Risk impact** Proactively adjust business models to stay ahead of evolving regulation | | Higher costs related to changes in building efficiency standards and mandatory energy audits (such as ESOS Phase 3) | Potential long-term cost savings through improved building efficiency and energy use reduction. Opportunity to transition to renewable energy sources | **Scenario** Variable across all scenarios **Time horizon** **Link to principal risks** Regulatory compliance **Risk impact** **Risk impact change** Continue energy efficiency improvements and align operations with ESOS Phase 3 recommendations **Risk impact** Monitor emerging energy performance standards | | **Technology risks** | | | | Transition to low-carbon technologies may lead to increased costs and potential inefficiencies during implementation | Long-term cost savings from adopting more efficient and sustainable technologies. Enhanced reputation by demonstrating innovation and environmental leadership | **Scenario** Below 2°C and between 2-3°C **Time horizon** **Link to principal risks** Technology platforms, data loss and cybersecurity **Risk impact** **Risk impact change** Accelerate adoption of renewable energy and low-carbon technologies **Risk impact** Ensure investments align with emerging industry standards and best practices | | Internal systems becoming inefficient or new technologies becoming obsolete before ROI is realised | Leveraging innovative technologies may drive operational efficiencies and reduce overall environmental footprint | **Scenario** Variable across all scenarios **Time horizon** **Link to principal risks** Technology platforms, data loss and cybersecurity **Risk impact** **Risk impact change** Conduct regular technology reviews and adopt future-proof solutions that support circular and low-carbon ambitions | | Risk key | Time horizon | Risk impact | Risk impact change year on year | | --- | --- | --- | --- | | | Short/Medium term | Low | No change | | | Medium term | Medium | Increase | | | Medium/Long term | High | Decrease | procookgroup.co.uk 43 | Risk | Opportunity | Mitigating action | | --- | --- | --- | | **Market risks** | | | | Changing consumer preferences towards sustainable products could lead to increased demand for limited, sustainable materials, raising manufacturing costs | Using innovative materials and alternative production methods may reduce long-term costs and align with shifting consumer expectations | **Scenario** Variable across all scenarios **Time horizon** **Link to principal risks** Brand and customer **Risk impact** **Risk impact change** Expand partnerships with sustainable material suppliers and invest in supply chain diversification to mitigate price fluctuations | | Increased costs of energy and raw materials for product production as global supply chains are affected by climate-related changes | Transitioning to recycled and alternative materials may reduce costs over time and improve supply chain resilience | **Scenario** Variable across all scenarios **Time horizon** **Link to principal risks** Competition, market and macro-economic **Risk impact** **Risk impact change** Continue to improve supply chain resilience by diversifying suppliers and exploring alternative materials **Risk impact** Prioritise renewable energy sources wherever possible | | Higher demand for circular economy products (reuse, repair) could reduce new product sales or lead to loss of market share to more sustainable competitors | Increased revenue potential from introducing more sustainable, circular product ranges that appeal to environmentally conscious consumers | **Scenario** Variable across all scenarios **Time horizon** **Link to principal risks** Brand and customer **Risk impact** **Risk impact change** Strengthen circular product offerings and continue collaboration with suppliers to innovate on reuse and repair models | | **Reputational risks** | | | | Inability to recruit and retain top talent if ProCook is not recognised as a responsible business | Improved reputation and brand image through stronger sustainability credentials, enhancing employee attraction and retention | **Scenario** Variable across all scenarios **Time horizon** **Link to principal risks** People and culture **Risk impact** **Risk impact change** Maintain B Corp certification and ensure continuous progress on sustainability initiatives **Risk impact** Promote employer brand as a leader in ethical business | | 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 lead to a stronger customer reputation and brand image, attracting a broader range of loyal customers | **Scenario** Variable across all scenarios **Time horizon** **Link to principal risks** Brand and customer **Risk impact** **Risk impact change** Leverage marketing channels to educate customers about our sustainability journey and achievements **Risk impact** Highlight product innovations and certifications | | Increased stakeholder (investor) interest in sustainability performance, with risk of investment if targets are not met | Proactive sustainability leadership and enhanced transparency strengthen investor confidence and improve access to capital | **Scenario** Variable across all scenarios **Time horizon** **Link to principal risks** Financial and treasury **Risk impact** **Risk impact change** Continue to strengthen ESG reporting, aligning with international frameworks (including TCFD, CSRD) to build trust with investors | --- 44 ProCook Group plc Annual Report and Accounts 2026 # Climate-related risk register Continued | Risk | Opportunity | Mitigating action | | --- | --- | --- | | **Physical Risks (associated with the physical impacts of climate change)** | | | | Increased frequency and severity of extreme weather events (heatwaves, storms, floods) may disrupt supply chains, particularly in regions where key suppliers operate. | Improved supply chain resilience through stronger supplier relationships and climate adaptation measures may reduce long-term costs and improve product availability | **Scenario** Between 2-3°C and above 3°C **Time horizon** Link to principal risks Climate change **Risk rating** Risk impact change Continue climate risk assessments, prioritising suppliers in vulnerable regions **Risk impact change** Strengthen supply chain contingency plans | | Increased risk of supply chain disruption and rising raw material costs due to climate-related changes in precipitation and temperature affecting crop yields and natural materials | Stronger supplier relationships and proactive risk management can improve supply chain resilience and reduce disruptions | **Scenario** Above 3°C **Time horizon** Link to principal risks Climate change **Risk rating** Risk impact change Enhance supplier engagement and climate adaptation plans **Risk impact change** Diversity supplier base to help mitigate risk | | Reduced employee productivity due to extreme heat, flooding or other weather-related disruptions | Improved workplace conditions and flexible working arrangements may help protect employee well-being and maintain productivity | **Scenario** Above 3°C **Time horizon** Link to principal risks Climate change **Risk rating** Risk impact change Continue implementing policies to protect colleague well-being during extreme weather events **Risk impact change** Ensure facilities are equipped with appropriate climate resilience measures | procookgroup.co.uk 45 # 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 52, and our non-financial KPIs on pages 46 to 47. ### 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 well-being, 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 on Our people and other social matters: - Create a great place to work on page 19 - Engaging with our people on page 9 - Sustainability: Our People on page 25 - 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 Days scheme. We also raise funds for, and promote, our charity partner Life's a Beach and our colleague-nominated charity of the year, with over £100,000 of donations raised in FY26. We develop relationships in our local communities by 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, with sustainability a key part of our decision making. 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 BREAM excellent-rated, and we are committed to progressively reducing our emissions across all of our operations and supply chain, with a goal of Net Zero by 2040. #### Read more on Our communities and environment: - Reducing our environmental footprint on page 30 - Engaging with our communities on page 10 - Sustainability – communities on page 27 - Sustainability: Our Planet on page 30 - Responsible sourcing on pages 34 to 35 - Task Force for Climate Change Related Disclosures on pages 36 to 38 ### 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 undergo training and 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 both in the UK and internationally. 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 whistleblowing helpline for colleagues who may be concerned about these and other topics, and who may prefer to report in confidence. All whistleblowing contacts are shared with the Audit and Risk Committee for oversight and further investigation if required. #### Read more on 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: Our Product on pages 34 to 35 --- 46 ProCook® Group plc Annual Report and Accounts 2026 procookgroup.co.uk Strategic Report # Key Performance Indicators 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. These KPIs provide a range of information aligned to the Group's strategic mission to be the customer's first choice for kitchenware, with our sustainability goals and financial performance in mind. During the year, the Board has agreed to monitor two new measures which have been added to the KPIs set out below in respect of Underlying EBITDA and Underlying operating profit margin. | Financial | | | | --- | --- | --- | | **Revenue** £m and % **£85.5m 23%** | **Gross profit** £m and % **£57.7m 67.5%** | **Underlying EBITDA** £m and % **£12.5m** | | FY24 **£85.5m 23.5%** FY25 **£85.5m 0.0%** FY24 **£82.4m 0.4%** FY23 **£82.5m 0.9%** FY22 **£69.2m 29.5%** | FY24 **£57.7m 67.5%** FY25 **£57.7m 67.5%** FY24 **£57.7m 67.5%** FY23 **£57.7m 67.5%** FY22 **£57.7m 67.5%** | FY24 **£57.7m 67.5%** FY25 **£57.7m 67.5%** FY24 **£57.7m 67.5%** FY23 **£57.7m 67.5%** FY22 **£57.7m 67.5%** | | Revenue of £85.5m (+23.0% vs FY25) reflects an improving performance trend as the year progressed, with 11 consecutive quarters of revenue growth against the continuing backdrop of a challenging consumer environment. | Gross profit increased to £57.7m (FY25: £45.7m) primarily driven by top line revenue growth and the 170bps improvement in margin from improved pricing, cost and foreign exchange benefits and promotional discipline. | Underlying EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) increased 40.4% to £12.5m (FY25: £8.9m) driven by the Group's strong trading performance and expanded retail estate. | | **Link to strategy** 1 | **Link to strategy** 1 2 | **Link to strategy** 1 2 | | **Underlying operating profit** £m and % of revenue **£4.9m 5.7%** | **Underlying profit before tax** £m and % of revenue **£2.5m 2.9%** | **Free cash flow** £m and % **£3.5m** | | FY24 **£4.9m 5.7%** FY25 **£3.5m 4.6%** FY24 **£3.5m 3.4%** FY23 **£3.5m 3.3%** FY22 **£3.5m 3.3%** | FY24 **£3.5m 2.9%** FY25 **£3.5m 2.9%** FY24 **£3.5m 2.9%** FY23 **£3.5m 2.9%** FY22 **£3.5m 2.9%** | Free cash flow of £3.5m in FY26 (FY25: £1.7m) reflects improved cash generation year on year, despite increased investment capex of £3.5m in the year (FY25: £4.1m). Year-end net cash position improved to £4.4m (FY25: £1.0m). | | Underlying operating profit, a key measure within our strategic plan, increased to £4.9m (FY25: £3.2m) with operating profit margin also increasing year on year to 5.7%. | Underlying profit before tax increased to £2.5m in FY26 (FY25: £1.5m) reflecting the improved operating profits, partly offset by adverse foreign exchange impacts in the year. | Free cash flow of £3.5m in FY26 (FY25: £1.7m) reflects improved cash generation year on year, despite increased investment capex of £3.5m in the year (FY25: £4.1m). Year-end net cash position improved to £4.4m (FY25: £1.0m). | | **Link to strategy** 1 2 | **Link to strategy** 1 2 | **Link to strategy** 1 2 | Link to strategy 1 Accelerate profitable sales growth 2 Improve operating efficiency 3 Create a great place to work 4 Be a force for good - Further information on how Underlying profit before tax is calculated is set out on page 120 - Further information on how free cash flow is calculated is set out on page 164 - tCO₂e emissions are defined as emissions from all Scope 1 and 2 activities relating to the Group's operations | Customer | | | Environmental Social Governance | | --- | --- | --- | --- | | **Number of new customers** (000) **918** | **Number of active customers (L12M)** £m (000) **1,401** | **College engagement score** % **77%** | | | FY26 **918** FY25 **137** FY24 **687** FY23 **692** FY22 **723** | FY26 **1,401** FY25 **1,007** FY24 **1,047** FY23 **991** FY22 **974** | FY26 **77%** FY25 **77%** FY24 **77%** FY23 **77%** | | | The Group was certified a Great Place to Work™ for the fifth consecutive year in December 2025, being recognised both as one of the UK's overall Best Workplaces and Best Workplaces for Development. | During FY26 we made significant gains in our active customer base (+24% YoY) as we continued to attract new customers and drive repeat sales. Of these customers, 483,000 were repeat customers originally acquired in previous periods (FY25: 393,000). | The Group was certified a Great Place to Work™ for the fifth consecutive year in December 2025, being recognised both as one of the UK's overall Best Workplaces and Best Workplaces for Development. | | | **Link to strategy** 1 | **Link to strategy** 1 | **Link to strategy** 1 3 | **Link to strategy** 1 3 | | **12-month repeat rate** £m % **20.5%** | **Trustpilot score** (Max 5) **4.8** | **CO₂e emissions intensity** tCO₂e / £1m of revenue **4.7** | | | FY26 **20.5%** FY25 **20.5%** FY24 **21.5%** FY23 **23.4%** FY22 **20.5%** | FY26 **4.8** FY25 **4.7** FY24 **4.8** | FY26 **4.7** FY25 **4.7** FY24 **4.8** | | | Our customers' 12 month repeat rate held flat year on year, ending the previous downward trend as improved seasonal relevance, refreshed product ranges and improvements to customer communications inspired customers to shop with us again. | With over 150,000 S-star reviews we continue to maintain our Excellent Trustpilot rating. | CO₂e emissions intensity tCO₂e / £1m of revenue **4.7** | | | **Link to strategy** 1 | **Link to strategy** 1 | **Link to strategy** 2 4 | | 47 --- 48 ProCook Group plc Annual Report and Accounts 2026 procookgroup.co.uk Strategic Report 49 # CFO's review ![img-39.jpeg](img-39.jpeg) # Revenue | £m / % | FY26 £m | FY25 % | YoY growth % | | --- | --- | --- | --- | | Revenue | 85.5 | 69.5 | 23.0% | | Ecommerce | 31.3 | 25.5 | 22.9% | | Retail | 54.2 | 44.0 | 23.1% | | LF1, Revenue | 71.1 | 63.6 | 11.8% | | Ecommerce | 30.4 | 25.1 | 21.2% | | Retail | 40.7 | 38.6 | 5.7% | Total revenue in FY26 (the 52-week period ending 29 March 2026) increased by 23.0% to £85.5m (FY25, the 52-week period ending 30 March 2025: £69.5m) reflecting a new record trading performance for the Group. We have continued to increase our share in the UK kitchenware market during the year, with both our Ecommerce and Retail channels performing very well and together outperforming the market by 20% points. Ecommerce revenue grew by 22.9% to £31.3m (FY25: £25.5m), with like for like revenue growth of 21.2%, as our direct website performance continues to grow as a result of increased traffic, supported by significant improvements in social media and marketing capability, the retail expansion has been affected, and increase average order value growth year on year. Amazon marketplace revenue contributed a further 1.7% points of growth. Retail revenue increased by 23.1% year on year to £54.2m (FY25: £44.0m), including like for like growth of 5.7% and a +17.4% point impact of 13 new stores opened in the year, partly offset by one planned closure, and the annualisation of new stores opened last year. At the end of the financial year, our UK Retail estate comprised 78 stores. Management estimates based on internal sales data and GFX weekly kitchenware and small electrical sales data # Gross profit Gross profit of £57.7m in FY26 (FY25: £45.7m) reflected a +170bps improvement in gross margin to 67.5% (FY25: 65.8%) driven by strong promotional discipline and pricing optimisation, product sourcing cost improvements and favourable FX and freight impacts, partly offset by increased Retail logistics costs. # Operating expenses and other income # Underlying operating expenses net of other income Total underlying operating expenses net of other income were £52.8m (FY25: £42.5m) representing 61.8% of sales (FY25: 61.2%). The growth in expenses was driven by a number of key factors: - Expenses in relation to the 13 new stores opened this year and the annualisation of the 12 new stores opened last year: +£6.1m - Pay inflation and reward: +£1.6m - Volume-related Ecommerce expenses: +£2.2m - Improved digital marketing efficiency: -£1.3m - Accelerated investment for growth: +£1.0m (accelerated customer acquisition £0.5m, technology programme £0.2m, content creation £0.3m) # Non-underlying operating expenses There were £nil non-underlying operating expenses to report in FY26. FY25 reflected non-underlying operating expenses of £0.3m. # Operating profit Total operating profit for the period was £4.9m (FY25: Underlying £3.2m, Reported £2.9m). Ecommerce operating margins improved from 26.2% of revenue to 31.5% benefiting from the stronger gross profit margins and improved digital marketing efficiency. Retail profitability reduced to 17.3% of revenue from 20.0% last year, reflecting the dilutive impact of new stores prior to reaching maturity and pre-opening costs. The total operating profit from the Ecommerce and Retail channels combined was £19.3m (FY25: £15.5m). Central costs increased by £2.1m year on year driven by increased bonus costs, capability investment and inflation in both pay and other administrative costs. | £m | FY26 | FY25 | | --- | --- | --- | | Operating profit | | | | Ecommerce | 9.9 | 6.7 | | Retail | 9.4 | 8.8 | | Central costs | (14.4) | (12.3) | | Underlying operating profit | 4.9 | 3.2 | | Non-underlying expenses | - | (0.3) | | Reported operating profit | 4.9 | 2.9 | | Operating profit % of revenue | | | | --- | --- | --- | | Ecommerce | 31.5% | 26.2% | | Retail | 17.3% | 20.0% | | Central costs | (16.9%) | (17.7%) | | Underlying operating profit % | 5.7% | 4.6% | | Non-underlying expenses | - | (0.5%) | | Reported operating profit % | 5.7% | 4.1% | # Profit and earnings per share Profit before tax was £2.5m (FY25: Underlying £1.5m, Reported £1.2m). During the year, there was a net expense of £2.3m (FY25: £1.7m) in respect of financial items in the period. Financial items included interest expenses on lease liabilities and borrowings of £1.5m (FY25: £1.4m), and other losses in respect of foreign exchange of £0.8m (FY25: £0.3m). The effective tax rate on profit before tax was 36.9% (FY25: Underlying 16.3%) due to the effects of share-based payment deductions relating to previous years. # Earnings per share Basic earnings per share for the year increased to 1.45 pence (FY25: Underlying 1.17 pence, Reported 0.92 pence) and diluted earnings per share for the year increased to 1.32 pence (FY25: Underlying 1.08 pence, Reported 0.85 pence). # Cash generation and net debt We have continued to carefully manage our cash position during the year, resulting in free cash flow of £3.5m after £5.1m of investment capital expenditure primarily in new stores (FY25: £1.7m, after £4.1m of capital expenditure), and a closing net cash position of £4.4 (FY25: £1.0m) with available liquidity headroom of £20.4m (FY25: £17.0m). | £m | FY26 | FY25 | | --- | --- | --- | | Reported profit before tax | 2.5 | 1.2 | | Depreciation, amortisation, impairment, and (profit) loss on disposal | 7.6 | 5.7 | | Share-based payments | 0.4 | 0.3 | | Finance expense | 1.5 | 1.4 | | Loss from fair value of derivatives | 0.0 | 0.2 | | Net working capital | 2.3 | 2.2 | | Tax refunded/(paid) | 0.1 | (0.0) | | Net operating cash flow | 14.4 | 11.0 | | Net capital expenditure | (5.1) | (4.1) | | Interest | (1.5) | (1.4) | | Payment of lease liabilities | (4.3) | (3.8) | | Free cash flow | 3.5 | 1.7 | | Movement in borrowings | (1.8) | (0.9) | | Movement in cash and cash equivalents | 1.7 | 0.8 | | £m | FY26 | FY25 | | --- | --- | --- | | Cash and cash equivalents | 4.4 | 2.8 | | Borrowings | - | (1.8) | | Net cash | 4.4 | 1.0 | ![img-40.jpeg](img-40.jpeg) --- 50 ProCook Group plc Annual Report and Accounts 2026 procookgroup.co.uk Strategic Report 51 ## CFO's review Continued Inventory on hand at the year-end (excluding inventory in transit) was £10.9m (FY25: £9.7m) up 12.4% year on year as we invested in inventory for new stores and the growth in revenue. Total inventory at the year-end was £14.0m (FY25: £12.1m). Net capital expenditure of £5.1m in the year primarily related to the opening of 13 new stores within the year. As at 29 March 2026, the Group held nil current tax asset (FY25: £0.1m) and a deferred tax liability of £0.4m (FY25: deferred tax asset of £0.5m). While the overall deferred tax position is a liability, there is a deferred tax asset balance within of £1.5m (30 March 2025: £1.9m) relating to carried forward losses. 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 arrangements Shortly after the year-end, on the 13 April 2026, the Group successfully arranged a three-year extension to the Revolving Credit Facility which extends the expiry date out to 20 April 2029 (with two one-year extension options) and increased the facility by £5m to £15m, to provide additional headroom flexibility for operational and investment activities. The covenant terms have remained consistent with previous arrangements. The leverage covenant for Q3 test dates requires net debt to be no greater than 3.0x EBITDA, and no greater than 2.0x for all other quarterly test dates. The fixed charge covenant test requires EBITDA to be no less than 1.4x fixed charges. Both covenants are tested quarterly and are calculated on a last 12-month rolling, pre-IFRS 16 basis. The Group had a debenture in place during the year that related to a fixed charge over all 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. The Group's ability to meet these covenants has been stress tested as part of going concern and viability considerations. At the same time in April 2026, the Group reduced its uncommitted £6.0m trade finance facility to a £1.0m facility, resulting in total available facilities remaining at £1.6m, however, with a higher proportion now being committed. There is still a performance KPI (inventory to payables ratio) related to the trade finance facility, which is monitored on a quarterly basis, however, there are no covenants or guarantees or other collateral associated with this facility. ### Capital allocation and dividend policy The full capital and dividend policy is available on the Group's website at www.procookgroup.co.uk ### Dividends In order to ensure that planned growth investment is self-funded, in areas such as new stores which will support improved future profitability and cash generation, the Board has not recommended a final dividend payment in respect of FY26. ### 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. 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 seeks 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 23 June 2026 ![img-41.jpeg](img-41.jpeg) --- 52 ProCook Group plc Annual Report and Accounts 2024 # Risk management Geopolitical tensions remain high this year, with ongoing conflicts in Ukraine and the Middle East, and the Iran war causing volatility and uncertainty. This continued uncertainty highlights the importance of developing and maintaining effective risk management processes. During the year, we have continued to develop our control environment and risk management framework to improve our ability to manage risk effectively. In readiness for the FRC's 2024 updates to the Corporate Governance Code (Provision 29), we have improved our oversight and testing of material controls across the business. ## 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. Read more: The Group's Risk Management Policy is available at www.procookgroup.co.uk 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 stop-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 as 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 reviewed 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. A Risk Working Group is held monthly to review any changes in our risk environment, and to oversee any Risk Events (and subsequent action tracking) from the period. 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. Risk Events are raised across the business and managed centrally. 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 and as part of the monthly Risk Working Group. 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 risk 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. procookgroup.co.uk 53 ## Risk management framework | Board | Audit and Risk Committee | Executive Directors and Leadership Team | Risk process owner | | --- | --- | --- | --- | | Ultimately responsible for the Group's risk management system and reviewing its effectiveness | Responsible for the oversight of risk management processes and controls | Day-to-day responsibility for risk management activities, processes and controls | Drives and coordinates local risk assessment and compliance with risk management processes | | - 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 | - 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 | - 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 register on a quarterly basis - 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 | - 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 having 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 cybersecurity, 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 risk colleagues, customers, suppliers, and any non-compliance to our policies and procedures. Read more: The Group's Risk Appetite Statement is available at www.procookgroup.co.uk ![img-42.jpeg](img-42.jpeg) --- 54 ProCook Group plc Annual Report and Accounts 2024 procookgroup.co.uk Strategic Report 55 # 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. In the macro environment, geopolitical tensions continue with the ongoing war in Ukraine and more recent Iran war bringing uncertainty and volatility to global markets and supply chains. Depressed consumer confidence in the UK continues to be monitored, despite reducing inflation and interest rates throughout most of the year, the commencement of the Iran war at the end of February led to increased inflation and passed the Bank of England's rate-cutting cycle, resulting in consumer discretionary spend remaining cautious. Global events continue to raise concerns about increasing costs having an impact on household finances, with fuel and energy prices expected to increase further following Iranian strikes on Middle Eastern oil and gas infrastructure, which has reduced global capacity and constrained supply routes in the region. The regulatory environment has also been a focus this year. Provision 29 readiness has involved enhancements to our control documentation and the launch of additional compliance assessments. The potential additional requirements from the UK Sustainability Reporting Standards ('SRS') are also being monitored, with consideration of the impact this will have on our ESG data compilation. Internally there has been more focus on technology improvements, pivoting away from custom-built technology products towards best-in-class third party software solutions to support core business activities and ensure that advances in technology are captured. A Technology Programme Director has been appointed to manage change execution through Steering Committees and to further enhance governance to ensure effective rollout. These have broad-ranging impacts across our principal risks and uncertainties, and therefore, have not been presented as individual principal risks themselves. The primary drivers of increased inherent risk to the Group are as follows: ## 1 Geopolitical tensions The Iran war adds further instability to a macro-environment that is still impacted by Russia's invasion of Ukraine, with ongoing impacts on consumer prices and shipping routes as the conflicts create instability in the wider Middle East. Inflationary pressures are likely to increase again, and together with less frequent downward movement in the Bank of England rate, consumers' propensity to save and curtail spending is increased. Consumer behaviour may also be impacted by political uncertainty in the UK which could reduce sales as customers switch to lower-value products. Heightened geopolitical tension and instability could also lead to more widespread regional or global conflicts, further increasing foreign exchange volatility, risks to import costs due to disruption to global shipping, and increased threats to cybersecurity as warfare continues to evolve into new arenas. ## 2 Consumer confidence and disposable income Despite somewhat reducing pressures on discretionary spend in the UK, and another year of relatively strong wage growth in the UK, consumers remain cautious about their spending, and their confidence in the wider UK economy remains subdued. As such, many consumers are focusing on the items in their budgetary control, such as savings and controlling their spending. Over the last year, costs of groceries, fuel and utilities continue to be a concern following rising inflation. This could impact trading performance by: - Inflationary pressures on our cost base including fuel, energy, wages, food, raw materials in product costs - Reductions in consumer spending, either due to increases in essential costs or wider uncertainty increasing propensity to save, impacting trading performance - Foreign exchange volatility and heightened cost of debt - 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 ## Preparing for Provision 29 To ensure readiness for compliance with the changes brought into the UK's Corporate Governance Code relating to the effectiveness of material internal controls and the Group's risk management framework, focus was given throughout the year to: - Establish a steering committee, meeting monthly to drive readiness activities across all functions - Identification of material controls for the purposes of Provision 29 and agreement of those with the Audit and Risk Committee - Gap analysis of existing controls, including assessment of their design and operating effectiveness - Operating procedure improvements to ensure controls mitigating material risks are embedded and operationally effective - Standardisation of documentation, evidence capture and retention across the business - Development of a framework of regular controls testing, reporting of risk events, and a corrective action programme to resolve any issues identified and drive continuous improvement ## Changes to our principal risks and uncertainties The themes 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 one of the principal risks, and has increased in four. - **Strategy and business change risk** has increased, reflecting the risk of disruption resulting from systems improvements or that the expected benefits are not fully realised - **Competition, market and macroeconomic risk** has increased given continued lagging consumer confidence and geopolitical tensions impacting household spending - **Brand and customer risk** has increased, as consumers impacted by cost of living pressures may change their preferences towards cheaper, lower-quality competitors - **Supply chain risk** has increased, with uncertainty due to global conflicts increasing the risk of disruption or cost increases in our inbound supply chain - **Financial and treasury risk** has decreased due to the ongoing strengthening of the Group's balance sheet, improved liquidity and longer-term extension of our banking facilities ## Emerging risks The Board has carefully considered the principal risks and uncertainties, and whether there are any new emerging risks that 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. This year the Board considers the key emerging risks and uncertainties to be: - Far Eastern sourcing reliance, with impacts on factories uncertain considering war in Ukraine, and US attacks on Iran, as well as the US continuing to prioritize US-made products, which could impact the longer-term viability of our suppliers - AI and the heightened pace of technological change giving both opportunities to the Group but the risk of competitors leveraging improvements faster or more effectively - Further UK Government policy changes, with manifesto pledges to not increase tax on individual taxpayers meaning in the October Budget that requirements to increase Treasury revenues were met by businesses such as by increasing National Insurance costs. We consider that further cost increases or the removal of reliefs may be used in order to meet the Fiscal Rules, with impacts on profitability and/or tax burden for the Group ## 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: ![img-43.jpeg](img-43.jpeg) --- 56 ProCook Group plc Annual Report and Accounts 2026 # 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 14 to 20. | Ref | Principal risks and uncertainties | Change vs FY25 | 1 | 2 | 3 | 4 | | --- | --- | --- | --- | --- | --- | --- | | 1 | Strategy and business change | Increase | ■ | ■ | ■ | ■ | | 2 | Competition, market and macroeconomic | Increase | ■ | | ■ | | | 3 | Brand and customer | Increase | ■ | | ■ | ■ | | 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 1 2 3 4 #### Board oversight - Annual Board strategy planning day and 3 to 5-year financial plan review - Periodic strategic progress updates - Rotational deep dive strategy sessions at each Board meeting #### 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 Read more: Our strategy – pages 3 to 67 #### 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 experimentation methodologies for agile change programmes to monitor change impacts procookgroup.co.uk 57 ### 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. Macroeconomic 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) #### Link to strategy 1 2 #### 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 #### Context and potential risk impacts Consumer confidence in the UK remains low and is impacted by uncertainty around escalating geopolitical tensions and doubts around economic recovery and growth. While the kitchenware market remains stable, the number of competitors continues to increase and previously US-bound volumes from China may be redirected to the UK market at a discount, or access to China-produced goods (on which the Group is heavily reliant), could become restricted. #### 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 - Strong and varied LT and Board, with experience across various markets and experience from previous macro-events - Focus on exceptional value and high-quality service with KPIs monitored by the Leadership Team - Continual monitoring of market performance, and competitor activity including pricing and promotions - Continued focus on customer lens through NP5 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 over 400 new products launched in FY26 - Retained 'Which?' and B Corp certifications, focusing on customer demand for sustainable, high-quality products - Comprehensive foreign exchange hedging policy and robust coverage in future periods - Prudent cash management and presentation to minimise debt interest costs - Identification of business efficiencies, and close working with suppliers to mitigate cost pressures #### Link to strategy 1 Accelerate profitable sales growth 2 Improve operating efficiency 3 Create a great place to work 4 Being a force for good #### Risk impact change year on year 5 No Change 6 Increase 7 Decrease --- 58 ProCook Group plc Annual Report and Accounts 2024 # 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 1 2 4 Board oversight - Monitoring market share, competitor and customer data - Reviewing and monitoring Trustpilot review KPIs and data - Regular technology updates and review of Disaster Recovery plans - Review and approval of the ESG strategy Context and potential risk impacts The risk of reputational damage to the brand is considered similar to last year, with strong service metrics and multiple external product awards, together with reduced discount messaging, improving brand strength. The inherent risk remains given the macro conditions that consumers choose to divert discretionary spend away from kitchenware products whilst concern about the future recovery and growth of the UK economy persists 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 ![img-44.jpeg](img-44.jpeg) procookgroup.co.uk 59 # 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 1 2 4 Board oversight - Deep dive review sessions on ESG provide opportunity to challenge - Review and approval of the ESG strategy Context and potential risk impacts ProCook remains 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. - ESG strategy developed by ESG Committee and ESG Director and approved by the Board - Departmental sessions to engage colleagues with our net zero roadmap - B Corp certification awarded in September 2022, achieved recertification in 2025 with improved score - Electric vehicle fleet for all company cars and colleague salary sacrifice scheme, 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 CO₂ emissions - Environmental marketing to promote sustainable choices Link to strategy 1 Accelerate profitable sales growth 2 Improve operating efficiency 3 Create a great place to work 4 Being a force for good Risk impact change year on year 5 No Change 6 Increase 7 Decrease --- 60 ProCook Group plc Annual Report and Accounts 2024 # 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 1 2 3 # 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 # 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 consumers 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 conflicts in the wider Middle East continue to mean shipping is avoiding the Suez Canal. The longer transit times are now built into schedules and initial cost inflation has subsided, reducing related risk compared to last year, however supply chain risk could still manifest via: - 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 - Operational resilience through the use of multiple outbound suppliers for both Retail and Ecommerce orders protecting against network disruption - Review of near-shore sourcing potential, including meeting with potential UK and EU suppliers procookgroup.co.uk 61 # 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 1 2 3 # 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 # Context and potential risk impacts Robust technology systems are vital 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 targeting of UK retailers in recent months heightens inherent risk in this area. 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 or unsuccessful 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, and strengthened further in light of recent competitor attacks, 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) - Text, 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 1 Accelerate profitable sales growth 2 Improve operating efficiency 3 Create a great place to work 4 Being a force for good # Risk impact change year on year 5 No Change 6 Increase 7 Decrease --- 62 ProCook Group plc Annual Report and Accounts 2024 # 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) | **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 | **Mitigations** The Group ensures the CEO and Marketing Director sign off key messaging and spend within a defined budget | | --- | --- | --- | | **Link to strategy** 1 **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 | Competition to attract and convert customers can result in higher costs of marketing and increased promotional activity and discounting. While consumer confidence remains low, customers are likely to be more price-driven and take greater consideration prior to purchase 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 | - 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 R18,000 new customers during FY26, grew our number of active customers (1,124) to over 1.4 million - Refinement of our brand purpose and proposition to provide a 'North Star' for all marketing activity - Continuity, assess, test and trial new recruitment channels while optimising our paid media mix - Established CRM platform, which acts as email service provider to consolidate activity and improve retention capability through | ![img-45.jpeg](img-45.jpeg) procookgroup.co.uk 63 # 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) | **Context and potential risk impacts** ProCook employs over 700 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 | **Mitigations** - Monitoring of colleague engagement, turnover and other metrics by the 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 - Leadership training programme established in FY24, with multiple cohorts now having completed including all store managers - 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 fifth consecutive year in FY26 | | --- | --- | --- | | **Link to strategy** 1 2 3 4 **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 | Current and potential colleagues continue to show greater preference for roles with purpose and greater flexibility to support their own life choices **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 | | # Link to strategy 1 Accelerate profitable sales growth 2 Improve operating efficiency 3 Create a great place to work 4 Being a force for good # Risk impact change year on year 5 No Change 6 Increase 7 Decrease --- 64 ProCook Group plc Annual Report and Accounts 2024 # 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 1 2 3 4 # 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 # Context and potential risk impacts The macro-environment continues to require greater level of focus on cash, foreign exchange management, covenant 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. Continued FX volatility is likely given the geo-political environment, including US trade policy, and while inflation and interest rates have fallen in the year the pace of their reduction has slowed. # 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 business flexibility if insufficient liquidity headroom maintained to support working capital or investment decisions # Mitigations - Established relationships with banking partner with ETOM available RCF and drawn at year end and improvement of net cash position from previous 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 enhanced - Continual focus on strengthening financial controls including process automation and systems integration ![img-46.jpeg](img-46.jpeg) procookgroup.co.uk 65 # 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 1 2 3 4 # 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 # 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 - Risk Manager leads the development of the Groups' Health and Safety Policy, 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 1 Accelerate profitable sales growth 2 Improve operating efficiency 3 Create a great place to work 4 Being a force for good # Risk impact change year on year 5 No Change 6 Increase 7 Decrease --- 66 ProCook® Group plc Annual Report and Accounts 2026 procookgroup.co.uk Strategic Report 67 # 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 March 2029 appropriately reflects the speed of change in the retail and consumer environment and is consistent with the Group's annual 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 slowdown in the Bank of England base rate cutting cycle, reduced yet persistent inflationary pressure, risks associated with increased tariffs and other 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 which have recently been extended, details of which are as follows: - The Group's bank facility agreements and the associated covenants are set out in the CFO's Review within this report and include a committed £15m RCF with a three-year term to April 2029 with two one-year extension options available, and an uncommitted £1m trade finance facility. - The RCF covenant terms in respect of leverage cover are for net debt to be no greater than 3.0x EBITDA for Q2 test dates and 2.0x for all other quarterly test dates. The fixed charge covenant test requires EBITDA to be no less than 1.4x fixed charges. - The Group ended the financial year with net cash of £4.4m, with £4.4m cash and cash equivalents and nil drawings on the RCF or the trade finance facility with available liquidity headroom of £20.4m. The base case for the scenario modelling extends from the Group's annual budget plan that was approved by the Board in March 2026. Forecasts for FY28 and FY29 are based on the Group's strategic objectives and its medium term financial plan, which projects forwards from the latest FY27 budget. 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 geopolitical tensions and the resulting macro-economic factors, including supply chain disruption risk, and depressed consumer confidence having the potential to drive a longer time reduction in demand and a resulting increase in competition within the kitchenware market. 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 economic uncertainty, and additional cost impacts driven by continued supply chain disruption associated with geo-political tensions and conflicts. The impacts of these factors have been reflected in a 12% lower revenue performance in the FY27 year compared to base case, increasing to a 21% decrease in FY28 and a 25% decrease in FY29, combining to reflect a 75% reduction in Group revenue growth over the assessment period compared to the base case. - Fewer new store openings in both FY27 and FY28 are included on the basis that there would be lower management confidence of positive return on investment from such openings. - A reduction in gross margins in FY27 of -100bps increasing to -150bps in FY28 and -200bps in FY29 compared to the base case to reflect the risk of heightened supply chain costs and potential increased promotional requirements to stimulate demand in a more competitive market. Under this severe but plausible downside scenario, and before mitigating actions, the Group would remain within its available borrowing facilities throughout the assessment period and remain compliant with all covenants related to its banking arrangements. 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 12% compared to the base case in FY27 would be required to breach the fixed charge covenant at the quarter two test date in FY27. A further reduction in revenue of 18% in FY28 and 21% in FY29 would be required to breach the fixed charge covenant at the FY29 test dates. The sales decline required to trigger a breach of the fixed charge covenant would need to be sustained over a number of months, with mitigating actions available to Management which have not been factored into the scenario. Such a scenario is therefore not considered by the Board to be reasonably likely to occur, or to threaten the viability of the Group over the three-year assessment period. The Board has also considered the potential impacts of climate change risks (as set out on pages 42 to 44). 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 March 2029. Having reviewed current performance, financial projections under a variety of scenarios related to the Group's principal risks and uncertainties, liquidity and available facilities and their associated covenants, and debt servicing requirements, the Board expects the Group to have adequate resources to continue in operation and be able to meet its liabilities as they fall due, and retain sufficient available liquidity across all three years of the assessment period. The Viability Statement can be found on page 112. This Strategic Report from page 3 to 67 was approved by the Board of Directors on 23 June 2026 and signed on its behalf by: Lee Tappenden Chief Executive Officer Dan Walden Chief Financial Officer ![img-47.jpeg](img-47.jpeg) --- 68 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 69 # Chair's governance letter ![img-48.jpeg](img-48.jpeg) “The Board carefully balances best practice governance with strategic focus to promote the long-term success of the Group for the benefit of all stakeholders.” **Greg Hodder** Chair This Governance Report describes our corporate governance structures and processes and how they have been applied during the financial year ended 29 March 2026. As Chair, my role is to ensure that the Board is operationally effective, carefully balancing best-practice governance procedures and strategic support and challenge to the Executive Directors (and wider Leadership 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 75. ### Strategy execution The Board maintains a detailed focus on the Group's strategy and the proper execution of the actions and initiatives which will support progress. The strategy was refreshed during FY24 and has been revisited in detail with the Executive Directors and wider Leadership Team during FY26 to review progress two years on, and to ensure the actions and strategic priorities being pursued in the years ahead are those that would most likely ensure the long-term success of the business for all stakeholders. Further details of our Board activities and discussions, and how these contributed to strategy, can be found on pages 76 to 79. ### Governance best practice The Board continues to review and improve its governance framework and policies, while monitoring changes (and their potential impacts) to the UK Corporate Governance Code, including the updates which came into effect from January 2025 and the new Financial Conduct Authority Listing rules which came into effect in July 2024. Over the year ahead, the Board will continue to work with external advisers to continually assess and improve our governance arrangements in line with the expectations of our stakeholders, the needs of the Group and best practice principles. ### Board effectiveness During January 2026, we completed an 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 Directors were able to provide feedback on a range of matters relevant to Board, Committee and individual performance. The results were shared with the Directors and discussed at the March 2025 Board and Committee meetings. I am pleased that following careful review of the evaluation results we collectively concluded that the Board and Committees continue to operate effectively. While cognisant of the significantly increased diversity of the Leadership Team achieved over the last 18 months, it was again noted that diversity of the Board could potentially be improved in the future. ### Annual General Meeting The 2026 AGM will take place on 10 September 2026 at ProCook, 10 Indurent Park, Gloucester, GL10 3BZ. 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 23 June 2026 ![img-49.jpeg](img-49.jpeg) ### 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 in October 2023, which has led to the imbalance, remains 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: Leadership and purpose: see pages 76 to 79 Division of Directors' responsibilities: pages 74 to 75 Composition, succession and evaluation – Nomination Committee Report: pages 84 to 85 Audit, risk and internal control – Audit and Risk Committee Report: pages 86 to 88 Remuneration – Remuneration Report: pages 101 to 107 --- 70 ProCook Group plc Annual Report and Accounts 2025 # Governance framework The Board comprises the Chair, two Independent Non-Executive Directors, one non-independent Non-Executive Director ("NED"), and two Executive Directors. ## 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 promote the continued performance and 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 Board meetings, Board Directors are provided with an agenda and all relevant documentation in advance in a timely manner to assist in the discharge of their duties and to ensure that decisions are well informed and made in the best interests of the Group. The Board maintains an annual agenda planter 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. ## 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 five 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. Daniel O'Neill was unable to attend one Board Meeting due to unavoidable personal commitments. In addition, the Disclosure Committee met five times throughout the financial year. | Name | Board | Audit and Risk Committee | Remuneration Committee | Nomination Committee | | --- | --- | --- | --- | --- | | Greg Hodder | 4/6 | n/a | 3/3 | 2/2 | | Daniel O'Neill | 5/6 | n/a | n/a | n/a | | Lee Teppenden | 4/6 | n/a | n/a | n/a | | Dan Warden | 4/6 | n/a | n/a | n/a | | David Stead | 4/6 | 3/3 | 3/3 | 2/2 | | Meg Lushman | 4/6 | 3/3 | 3/3 | 2/2 | procookgroup.co.uk 71 ## Board and Committee governance structures: How we govern ### ProCook Group plc 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 72 to 73 | Audit & 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 Lushman 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 - Ensures 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 - Feedback to the Colleague Advisory Panel on any relevant Board plans or responses to their feedbackThe designated NED is not involved in the company's whistleblowing procedure | | See page 84 for the Audit and Risk Committee's Report | See page 84 for the Nomination Committee's Report | See page 90 for the Remuneration Committee's Report | See page 47 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 --- 72 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 73 # Our Board of Directors ![img-50.jpeg](img-50.jpeg) **Greg Hodder** Non-Executive Chair **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 Tyrrath LLP, Chair of Majestic Wines plc and Senior Independent Director at Hotel Chocolat Group. **Other Roles** Greg is Non-Executive Director at Jarrold & Sons Ltd and Non-Executive Chair at Purdy & Figg Ltd. ![img-51.jpeg](img-51.jpeg) **Lee Tappenden** Chief Executive Officer **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 Aida, 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. ![img-52.jpeg](img-52.jpeg) **Dan Walden** Chief Financial Officer **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. ![img-53.jpeg](img-53.jpeg) **David Stead** Senior 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. ![img-54.jpeg](img-54.jpeg) **Daniel O'Neill** Non-Executive Director (Deputy Chair and Founder) **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 skills and experiences that provided guiding principles to support the development of the ProCook business. **Other Roles** Daniel holds no significant external directorships. ![img-55.jpeg](img-55.jpeg) **Meg Lustman** Non-Executive Director **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 an experienced Non-Executive Director, having held a number of roles with both listed and non-listed businesses and organisations. **Other Roles** Meg is currently Vice Chair of Court of Glasgow Caledonian University, Chair of St Luke's Hospice (Harrow and Brent). Non-Executive Director of Shepherd Neame Ltd and Non-Executive Chair of Jarrold Retail. ## Board and Leadership Team diversity¹ | | 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% | 2 | 33% | | Female | 1 | 17% | - | 4 | 67% | | White British | 6 | 100% | 100% | 5 | 83% | | White Asian | - | - | - | 1 | 17% | ¹ FY24 presented as at 29 March 2026 and is consistent as at the date of this report. See page 83 for further information on Board Diversity. Ethnicity information is collected by the Group in voluntary colleague surveys. ## Board independence (excl. Chair) ![img-56.jpeg](img-56.jpeg) ## Board skills and experience | Strategy | 6 | | --- | --- | | Consumer/Retail | 6 | | Ecommerce | 6 | | Finance | 2 | | Manufacturing | 3 | | General management | 6 | | Marketing | 3 | --- 74 ProCook Group plc Annual Report and Accounts 2025 # 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 meetings and setting their agendas - 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 performance and organisational objectives - Establishing policies that improve and promote the Group's purpose, values and culture | | **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 | procookgroup.co.uk 75 | Role | Responsibilities | | --- | --- | | **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 is the designated Non-Executive Director for workforce engagement (see more on page 78) | | **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 by the Group. 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, suppliers, product and customer and sharing that knowledge with the Board as a whole | --- 76 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 77 # Board activities The Board is 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 ### Strategy 1. Accelerate profitable sales growth 2. Improve operating efficiency 3. Create a great place to work 4. Being a force for good ### Stakeholder - Customers - Colleagues - Suppliers - Communities - Shareholders ## Group purpose 1 2 3 4 During the year the Board reconsidered the Group's purpose in respect to the principles, values and the customer promise that ProCook aims to fulfil. The purpose guides all the Group's activities, marketing and development of culture, and was considered to still be relevant and appropriate as a 'North Star'. ### s.172: Decision-making 1 2 3 4 At the Board strategy day, and in subsequent Board meetings, the Board reviewed 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 continued to support plans to improve the customer experience, including the launch of a refreshed store format, reflecting the Company's ongoing commitment to delivering an inspiring experience-focused customer journey. The Board considered the impact on colleagues, and agreed with the Executive Director's plan to re-visit the purpose, strategic objectives and customer promise at the Managers conference in April 2025, and continue with the functional objective and KPI monitoring in the year ahead such that all colleagues could understand how their roles led or to delivering the Group's purpose. ## 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 regular strategy updates from the Executive Directors Board meetings, and undertook regular deep dive reviews with Leadership Team members often attending, into key areas of strategic focus. ### Setting our strategy 1 2 3 4 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, and progress against planned initiatives is assessed. ### s.172: Decision-making 1 2 3 4 In approving the Group's strategy, and reviewing the improvement in Group performance since it was refreshed in FY24, the Board has considered the impact of its plans and activities across all stakeholders. ### Market conditions and opportunities for expansion 1 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 product and channel expansion opportunities is regularly discussed at Board meetings. ### s.172: Decision-making 1 2 3 4 During the year the Board supported the Executive Directors in their focus on the UK market, recognising the significant growth opportunity ahead and ability to serve more customers and create new employment opportunities. ## Strategy continued ### Expand our UK store network 1 2 The strategic priority to accelerate new store openings has been reviewed and discussed by the Board, and regular progress updates are provided at each Board meeting on new opening opportunities and post-opening performance. During the year, the Board also reviewed and agreed with the Executive Director's proposal to close a store at a lease event, which did not provide sufficient positive benefit to stakeholders as a whole. ### s.172: Decision-making 1 2 3 4 In considering the opening of new stores, the Board reflected that new openings would benefit customers, provide employment opportunities in local communities and generate appropriate future returns for shareholders. The Board has agreed appropriately robust business case targets for opening new stores with the Executive Directors. ### Strengthening our specialist product offer 1 Designing and sourcing high quality products at every price point that are built to last and that customers enjoy using, is considered by the Board to be critical to the continued success and growth of the Group. During the year, the Board has monitored progress on new product development, including the performance of small kitchen electricals and has explored the potential for further category expansion with the Executive Directors and the Commercial Director. ### s.172: Decision-making 1 2 3 4 The Board supported the Commercial Director's plans to increase newness and seasonal product offerings, providing customers with new and inspirational choices for their homes and driving improved business performance through year-round relevance. ### Best in class customer service and experience 1 The Board monitors and regularly discusses customer satisfaction metrics both in store and online. Whilst performance is strong, as recognised by the 5-star Trustpilot reviews, the Board considers there to be opportunity to improve further and become famous for outstanding service making it easy for customers to shop with, and has supported a focus on colleague training across all customer touchpoints. ### s.172: Decision-making 1 2 3 4 The Board considered proposals from the Executive Directors to improve the customer experience via enhancements to the website and the retail point of sale systems, supporting investment in these systems such that workload for our colleagues is also simplified and streamlined in line with best practices. ### Grow brand awareness and engagement 1 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 1 2 3 4 The Board has supported the strategic investment and focus around social marketing as a way to attract more customers to discover ProCook for the first time, regularly receiving reports from the Marketing Director. The Board supported the creation of an in-house social content team and capability investment to drive this activity forward. ### Supply chain transformation 1 2 3 4 The supply chain transformation programme set out by the Executive Directors at the Board strategy day last year has been monitored closely by the Board, reviewing supply chain service levels and performance KPIs, alongside the progress made in executing the strategic actions identified, with a particular of improving retail store product availability for customers and reducing total handling costs. ### s.172: Decision-making 1 2 3 4 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. ### Technology 1 2 3 4 As a critical enabler for performance, growth and operations, the Board receives a Technology and Cyber-security Report at each meeting and has held a deep-dive session on the Technology strategy during the year. ### s.172: Decision-making 1 2 3 4 The Technology roadmap is reviewed each meeting by the Board and any deliver challenges are discussed. The Board supported the continued development of security capability during the year to reduce risk for stakeholders and customers. Additionally the Board supported the recommendation of the Executive Directors to launch a Technology change programme, following due consideration of the impact to customers and colleagues which in the round was considered overwhelmingly positive. --- 78 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 79 # Board activities continued ## Strategy continued ### ESG strategy ProCook aims to be a responsible retailer for the benefit of all stakeholders, with a strong ESG focus led by our ESG Director. The Board holds deep-dive discussions on ESG progress each year, 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, requiring continual focus and progress being made in all areas. During the year the Board supported our B Corp recertification activities, reviewing areas for future focus where further improvement to our B Impact Score could be achieved. ## Link to strategy and stakeholders ### Strategy 1. Accelerate profitable sales growth 2. Improve operating efficiency 3. Create a great place to work 4. Being a force for good ### Stakeholder - Customers - Colleagues - Suppliers - Communities - Shareholders ## People and culture Creating a great place to work, through attracting, developing and retaining highly engaged and talented colleagues is highly prioritised by the Board. During the year, the Group was recognised for the fourth 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 FY25 engagement survey, which focused on providing more training and development opportunities for colleagues, including enhancements to onboarding and externally-facilitated workshops throughout the year on topics such as the advancements in AI, career development, and personal financial planning. The Board also approved enhancements to our omnichannel experience based on colleague feedback, improving this for both customers and colleagues. ### 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 The Board supported proposals from the People Director to invest in externally-facilitated leadership training for store management colleagues, who attended a condensed version of our SSC leadership development programme, recognising the importance of this cohort in ensuring both our colleagues and customers have positive experiences in our stores. ### 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 has considered reward feedback and recommendations and has supported the Executive team in making reward improvements in FY25, including health insurance for manager level and above and the introduction of a colleague rewards platform which offers benefits including an improved Cycle To Work scheme and discounts at a wide range of other companies. ### 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 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 since its inception 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 total 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, including parental leave support, increased holiday entitlements and a sustainable pension salary sacrifice scheme. ## Governance ### Financial performance Financial performance is reviewed and discussed by the Board at each meeting, with detailed reviews undertaken in respect of budgets, references, long-term financial plans and interim and final results. #### s.172: Decision-making Budgets and references were carefully scrutinised by the Board as the year progressed. The Board continued to challenge the Executive team to drive stronger top line growth to better leverage fixed costs, while also continuing to focus on efficiency improvements and has supported the Executive Directors' actions to invest selectively in areas that will support long-term growth. ### Cash management and liquidity The Board monitors cash and liquidity regularly at each Board meeting, and receives ad-hoc updates on performance and cash position where necessary from the Executive Directors. #### s.172: Decision-making The Board has supported the Executive Directors recommendations to preserve cash, while still investing in the areas that support long-term growth including new stores for the benefit of stakeholders. The Board has supported the CFO's proposal to increase and extend the Revolving Credit Facility with the Group's banking partner during the year, which was completed shortly after year end. ### 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 signed risk management objectives through the year to enhance the control environment, including ensuring readiness for the Provision 29 requirements of the Code. ### Board evaluation The Group's annual 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 again that an area highlighted for improvement was improved Board diversity, which the Board had considered as part of the process of recruiting a new Non-Executive Director last financial year. ### 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 Executive Directors as they undertake investor roadshows and meetings following the release of annual and interim 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. --- 80 ProGrok Group plc Annual Report and Accounts 2025 # S.172 statement 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 Group 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 Group 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 10 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** Read more: Engaging with stakeholders on pages 8 to 10 | - 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 been 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** Read more: Board of Directors on pages 72 to 73 | - 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** Read more: Governance Framework on pages 70 to 71 | - 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** Read more: Board activities on pages 76 to 79 | - 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** Read more: Strategy for growth on pages 12 to 13 Our People on pages 25 to 29 | - 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 | progrokgroup.co.uk 81 | 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 on pages 6 to 7 Board activities on pages 76 to 79 Strategy for growth on pages 12 to 13 | **(d) The impact of the Group's operations on the community and the environment** | Our Planet on pages 30 to 32 Recertifying as a B Corp on page 22 Our People on pages 25 to 29 TCFD on pages 36 to 38 | | **(b) The interests of the Group's employees** | Our People on pages 25 to 29 Create a great place to work on page 19 Board activities on pages 76 to 79 Colleague Advisory Panel on page 78 Remuneration Committee Report on pages 90 to 91 | **(e) The desirability of the Group maintaining a reputation for high standards of business conduct** | Our People on pages 25 to 29 Non-financial information and sustainability on page 45 | | **(c) The need to foster the Group's business relationships with suppliers, customers and others** | Our Product on pages 34 to 35 Engaging with stakeholders on pages 8 to 10 | **(f) The need to act fairly as between members of the Group** | Engaging with stakeholders on pages 8 to 10 Board activities on pages 76 to 79 Strategy for growth on pages 12 to 13 Remuneration Committee Report on pages 90 to 91 | ![img-57.jpeg](img-57.jpeg) --- 82 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 83 # Making the right decisions for our stakeholders ## Investing in our technology ### Stakeholders: The robustness and scalability of our business technology is a longstanding item on the Board's agenda, with a technology paper received and discussed at each meeting. In the year, the Leadership Team took time to assess and plan for the right architecture for our future and our next chapter. Having received a comprehensive proposal, the Board considered: - The ability of our existing systems to scale in line with our growth ambitions - Key-person reliance, where the ability to support and improve our current bespoke systems is concentrated on a small group of colleagues and suppliers - Improvements to the colleague and customer experience available from technology changes - The risk of disruption, and increased demands on colleagues involved in the change programme - The feasibility of the proposed schedule, adequacy of cost estimates and noted dependencies Taking all of this into account, the Board supported establishing a technology change programme which will gradually shift our tech stack towards a best-in-class Software as a Service model, away from the largely custom-built monolithic technologies we use today. This will create a more resilient and scalable technology landscape which will support business growth and agility, while improving technical flexibility and cost-effectiveness. £1.0m Investment in technology over FY26–FY28 ## Partnering with industry–leading logistics ### Stakeholders: Throughout the year, the Board regularly received updates on and discussed the supply chain transformation project, considering a variety of options for enabling the logistics function at our Store Support Centre to support our growth ambitions. Our seasonal profile, with logistics demand, peaking heavily in H2 for Black Friday and Christmas, and the required stock build prior to this, creating operational challenges including significant increases to order and store replenishment volumes, temporary storage capacity constraints, and the requirement to more than double the workforce compared to other times of the year. At the strategy day in January 2026 the Board received detailed proposals from the Leadership Team and supported their recommendation to begin a process to identify suitable potential partners with the scale and expertise to enable us to develop the operating capacity and efficiency required to support our medium-term strategic ambition and beyond, transitioning away from self-managed operations, and to begin a tendering process for this change. In coming to this decision the Board considered: - Future warehouse capacity and cost projections, including recruitment challenges around seasonal demand for temporary staff - Required additional headcount investment were we to remain self-managed, and the costs of a Continuous Improvement programme - Efficiency improvements expected to be available via further development of our bespoke WMS, compared to replacement with a best-in-class solution - The importance of any partner sharing our cultural values in terms of colleague experience and sustainability - The impact on our warehouse colleagues of the TUPE process were they to transition to being employed by an external partner, including any planned changes to the existing management structure ### Stakeholders key: - Customers - Communities - Colleagues - Stakeholders - Suppliers ![img-58.jpeg](img-58.jpeg) --- 84 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 85 # Nomination Committee Report ![img-59.jpeg](img-59.jpeg) ## Members - Greg Hodder - Chair - David Stead - Member - Meg Lustman - Member Read more: The skills and experience of all Committee members on pages 72 to 73 Read more: Committee meeting attendance on page 70 Read more: Committee Terms of Reference are available at www.procookgroup.co.uk Read more: Group policy on Diversity and Inclusion is available at www.procookgroup.co.uk Over the last year, the Committee has reviewed the composition of the senior Leadership Team and discussed long-term succession planning and development of the Executive Directors and Leadership Team. Throughout the year, the Executive Directors have been invited to attend Committee meetings and have provided the Committee with considered insight into the resourcing and leadership needs of the business, and provided updates on agreed actions being taken to ensure the necessary skills and experience are in place to drive forward the Group's strategy. ## Key responsibilities The purpose of the Committee is to maintain a 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 and execute strategic priorities. - 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. ## Diversity and Inclusion ### Policy Statement The Board recognises the benefits of diversity 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, ensuring ultimately that the Board and Leadership Team are best placed to support and deliver 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. ### Objectives and Progress Supported by the Nomination Committee, the Board: - Considers 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 engages Executive search firms who have signed up to the Voluntary Code of Conduct on gender diversity and best practice. - Encourages and monitors the development of internal high-calibre colleagues including consideration to all aspects of diversity to support the internal talent pipeline for succession at both Board and Leadership Team level. - Ensures that candidates 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 being 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, and one ethnic minority member, and one of the senior positions on its Board being held by a woman. The Committee has considered the size and composition of the current Board including the Non-Executive Directors, the incumbent Board Directors, and the value that Daniel O'Neill brings to the Board as a Non-Executive, and believes that the current composition provides an strong mix of diverse skills and experience to provide adequate governance and strategic oversight to the Group and that adding in more Board Directors at this time would be disproportionate to the relative size and complexity of the Group. The Committee is committed to continuing to focus on improving the diversity on the Board and considering it carefully when making recommendations to the Board on new Board appointments. The Board and Nominations Committee is however pleased to have made good progress with developing a more diverse senior Leadership Team with four out of the six members of the Leadership Team (47%) being now female, including the Commercial Director, the Ecommerce Director, the Marketing Director and the People Director, who are regularly invited to attend Board meetings to discuss relevant topics to their areas of responsibility. ## Gender balance of the Board and Leadership Team The gender balance of the Board and Leadership Team is shown on page 72. The gender balance of the Leadership Team is also included in the Sustainability section of the Strategic Report on page 26. ## Board composition There have been no changes to the composition of the Board over the last financial year. ## 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 seeks 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 therefore has responsibility for oversight of the development of a pipeline of potential Board Directors and Leadership Team members. During the year, the Committee reviewed and discussed the structure of the Group's Leadership Team with the Executive Directors. ## 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. Both the Committee and the Board are satisfied that 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 23 June 2025 ![img-60.jpeg](img-60.jpeg) --- 86 ProCook Group plc Annual Report and Accounts 2025 procokgroup.co.uk 87 # Audit and Risk Committee Report ![img-61.jpeg](img-61.jpeg) ## Members - David Stead – Chair - Meg Lustman – Member - Read more: The qualifications and experience of all Committee members can be found on pages 72 to 73 - Read more: Committee meeting attendance is set out on page 70 The principal focus of the Committee has been on supporting and guiding the Executive Directors as they continued to enhance the internal control environment, in particular the year focusing on preparation to report on the effectiveness of the control environment following the 2024 updates to Provision 29 of the UK Corporate Governance Code, 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 while investing wisely and to drive improved trading performance. Committee meetings are routinely attended by the Chair, the CEO, the CFO and the external Auditor. The Committee also meets separately with the external Auditor without management present at least once 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 Updates to UK Corporate Governance Provision 29 This year, the Committee has continued to review the Group's readiness for the FRC's upcoming strengthening of internal control disclosure requirements, with the Board being required from FY27 onwards to provide a declaration of the effectiveness of material internal controls as of the reporting date in the Annual Report. The Committee has reviewed management's assessment of current preparedness status, gap analysis and roadmap for improvements such that evidenced effectiveness of these controls is available to the Board in future reporting cycles. ## Going concern and viability assessment The Committee conducted a comprehensive review of the going concern position and longer-term viability assessment in preparation for the publication of the Group's FY26 financial statements. Management prepared a detailed assessment setting out the methodology and assumptions adopted and summarising the projected performance over a three-year forecast period, together with sensitivity analysis. The Committee discussed the assumptions and results in detail, including: - The assumptions driving the base case projections, applied in the approved budget and three-year plan - 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 confirmed to the Board that they were satisfied that the Group should continue to adopt the going concern basis of accounting in preparing the financial information for the year ended 29 March 2026, and that there was a reasonable expectation that the Group would have adequate resources to continue in operational existence for the foreseeable future and would therefore 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 COUs and investments: Review of accounting papers and discussion with management and the external Auditor regarding the approach taken, compliance with IFRS and appropriateness of conclusions drawn - Critical accounting judgements and estimates: Consideration of the completeness of these disclosures, and the inclusion of all significant judgement and estimation items within these disclosures to enhance understandability for readers of the Financial Statements - Share-based payments: Reviewed and discussed with management the reasonableness of vest expectations applied to the Group's share based payment schemes - Deferred tax: Reviewed and discussed with management the reasonableness of the deferred tax position and the likely timing of recoverability based on projected future profitability - Going concern and viability: Reviewed managements 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 ## 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 geopolitical and macroeconomic uncertainty, including US trade policy and the potential of reciprocal tariffs or trade wars, supply chain concentration and disruption, the conflicts in Ukraine, Palestine, Iran and the wider Middle East region, climate change, as well as cyber and technology risks. The principal risks and uncertainties of the Group and their mitigation are included on pages 56 to 65. These principal risks and uncertainties have been considered in the Viability Assessment on pages 66 to 67 and Going Concern Assessment on pages 124 to 125. ## Internal control framework The Committee is responsible for reviewing the Group's internal financial controls and internal control management systems and the Board is ultimately responsible for establishing procedures to oversee the internal control framework. The Committee received various updates from management on the Group's internal controls at its meetings, which allowed the Committee to interrogate and provide input on improvements including in the following areas: - Annual review of Financial Position and Prospects Procedures ("FPPP") - Finance process automation and Enterprise Resource Planning ("ERP") system enhancements - Cyber security improvements and penetration test results - Disaster recovery and business continuity procedures 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. --- 88 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 89 # Audit and Risk Committee Report Continued ## 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 FY26 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 during 2021 and its audit of the Group is in respect of these financial statements for the year ended 29 March 2026. 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. 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 29 March 2026. Audit fees payable by the Group to Forvis Mazars LLP during the year totalled £305k. 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 FY27 In the year ahead, the Committee will continue to oversee management's activity to further enhance internal control policies and procedures, to ensure compliance with Provision 29 and any further updates to the regulatory or legislative environment which may arise. The Committee will maintain focus on the Group's cybersecurity and technology resilience, including disaster recovery plans in the context of the ever-evolving complexity of cyber attacks, while continuing to support and challenge management on emerging risk horizon-scanning, further improving the risk management framework and strengthening associated mitigating control activities. ## David Stead Audit and Risk Committee Chair 23 June 2026 ![img-62.jpeg](img-62.jpeg) --- 90 ProCook Group plc Annual Report and Accounts 2025 # Remuneration Committee Report ![img-63.jpeg](img-63.jpeg) ## Members - Meg Lustman - Chair - Greg Hodder - Member - David Stead - Member **Read more:** The qualifications and experience of all Committee members on pages 72 to 73 **Read more:** Committee meeting attendance on page 70 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 outlines our approach to remuneration and the parameters within which we will implement our pay arrangements, and how this links to our strategy - The Annual Report on Remuneration, which sets out the remuneration arrangements and incentive outcomes for FY26, and how the Committee intends to implement the Remuneration Policy in the FY27 financial year 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 FY25 For the financial year the Group delivered revenue of £85.5m in FY26 (+23.0% year on year) and underlying profit before tax of £2.5m (FY25: £1.5m). This performance reflects continued improvement in trading momentum year on year, significant market share gains, and strong execution against the Group's strategic ambitions. Against the targets set under the annual bonus, the Group performed well, resulting in annual bonus award for the Executive Directors. 25% of bonus payouts will be deferred into shares with a two year vesting period. The total value of the CEO's award is £383,309 and the total value of the CFO's award is £259,117, both representing 93.0% of base 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 Autumn 2023 under the Performance Share Plan are due to vest in Autumn 2026. While the EPS performance condition attached to these awards not been achieved, the Committee carefully considered the broader performance of the business over the three year period, including the significant step-change in business performance, delivery against strategic priorities and improved long-term growth prospects. Having taken these factors into account the Committee exercised its discretion to determine that 50% of the awards should vest. The Committee recognises that applying positive discretion to long-term incentive outcomes is unusual. However, the Committee considers the outcome to be appropriate in the context of the overall performance delivered during the period and notes this is the first vesting of any long-term incentive award since IPO. ## 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 reapproved by shareholders at the 2025 AGM with a 99.97% vote in favour of the resolution to approve the Directors' Remuneration Policy. The Remuneration Policy is set out on pages 92 to 100. Over the last few months, the Committee has been reviewing the current incentive structure and consulting with major shareholders on potential improvements. If, following the conclusion of this review, the Committee determines that amendments to the Remuneration Policy are required, an additional resolution will be proposed at the 2026 AGM to adopt a revised Remuneration Policy. Any such revised Remuneration Policy would be set out in the Notice of AGM and, if approved by shareholders, would supersede the Remuneration Policy set out in this Remuneration Report and take effect from the date of the AGM. procookgroup.co.uk 91 ## Board changes There have been no changes in the composition of the Board during the last financial year. ## Implementation of the Remuneration Policy for FY27 The Remuneration Committee intends to operate the Remuneration Policy for FY26 as follows: ### Base salaries The CEO's salary will increase to £424,360, and the CFO's salary will increase to £286,867 both reflecting an increase of 3.0%. The wider workforce average increase for the period is 5.4%. ### Pensions and benefits A defined contribution pension or salary supplement of 3% of salary is offered to the current Executive Directors (consistent with all colleagues' pension arrangements), together with a standard suite of other benefits. ### Annual bonus For FY27, the maximum annual bonus is 100% of salary. Bonus outcomes will be based on 30% revenue, 30% operating profit, 30% operating cash flow and 10% colleague engagement score. 25% of any bonus will be deferred into shares for two years. ### Long-term incentives A further award is expected to be made in 2026 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 2026 with the awards granted on 9 February 2026. There are 84 current participants across the three SAYE schemes that are live, and when combined with the participation under the IPO Employee Share Plan which vested in November 2024, this 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. Meg Lustman Remuneration Committee Chair 23 June 2026 ![img-64.jpeg](img-64.jpeg) --- 92 ProCook Group plc Annual Report and Accounts 2025 # 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). The Directors' Remuneration Policy was put to a binding shareholder vote at the 2025 Annual General Meeting and took formal effect from that date following shareholder approval. The Policy formally applies 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. ![img-65.jpeg](img-65.jpeg) ## 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 expectations 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. procookgroup.co.uk 93 ## 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 not 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 | | **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 | --- 94 ProCook Group plc Annual Report and Accounts 2025 # Directors' Remuneration Policy Continued | Purpose and link to strategy | Operation | Maximum opportunity | Performance measures | | --- | --- | --- | --- | | **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 deferred 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 FY26 are set out on page 105. 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 formulae, outcome not reflect its assessment of overall business performance. | | **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 deferred 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 FY26 are set out on page 105. 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 formulae, outcome not reflect its assessment of overall business performance. | procookgroup.co.uk 95 | 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. | ## 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/ 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 | --- 96 ProCook Group plc Annual Report and Accounts 2025 prococokgroup.co.uk 97 # Directors' Remuneration Policy Continued ## 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 unending 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 advisers, 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 shareholders. 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. 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 formulae 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 leader 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 formulae 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 another) 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. ## 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 of 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 contract is: Lee Tappenden 19 September 2023 Dan Walden 19 October 2021 --- 98 ProCook Group plc Annual Report and Accounts 2023 # Directors' Remuneration Policy Continued ## 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. | Name | Date of initial appointment | Initial Term | Term extended | Term extension | | --- | --- | --- | --- | --- | | Greg Hodder | 29 October 2021 | 3 years | Yes | 3 years | | Daniel O'Neill^{1} | 15 October 2023 | 3 years | — | — | | David Stead | 29 October 2021 | 3 years | Yes | 3 years | | Meg Lushman | 25 June 2024 | 3 years | — | — | $^{1}$ Daniel O'Neill transformed into a Non-Executive role, effective 15 October 2023, having previously served as CEO and Executive Director of the Group since 19 October 2021. 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 discretion 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 installments, over the notice period. There is a mechanism in the service agreement to reduce the installments where the Executive Directors commence 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. | procookgroup.co.uk 99 | 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 share 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. ## 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. --- 100 ProCook Group plc Annual Report and Accounts 2025 # Directors' Remuneration Policy Continued Illustrations of application of remuneration policy (£'000) ![img-66.jpeg](img-66.jpeg) The chart above aims to show how the Remuneration Policy for Executive Directors will be applied in FY27 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 30 March 2026 - 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 | 424 | 2 | 13 | 439 | | | Dan Walden – CFO | 287 | 2 | 8 | 297 | | **Target** | - Annual bonus: consists of an assumed payment of 50% of maximum opportunity - Long-term incentives: consists of the threshold level of vesting (25%) 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 | | | | | procookgroup.co.uk 101 # Annual Report on Remuneration ## The Committee The Remuneration Committee was established with effect from admission. It is chaired by Meg Lustman and 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 three times during the year for scheduled meetings 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 FY26, the Committee carried out the following activities: - Agreeing the performance against the targets and pay-out for the FY25 annual bonus awards - Agreeing Executive Director and senior management base salaries from 30 March 2026 - Setting the performance targets for the FY27 annual bonus - Agreeing the award levels and appropriate targets for the 2025 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 new senior management roles - Reviewing the Remuneration Policy ## 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 FY26 were £16,509 (excluding VAT). FIT's fees were charged on the basis of the firm's standard terms of business for advice provided. ## 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 29 March 2026: | Director | Salary/fees £'000 | Taxable benefits £'000 | Pension £'000 | Total fixed remuneration £'000 | Bonus £'000 | Long-term incentives £'000 | Total variable remuneration £'000 | Total remuneration £'000 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Lee Tappenden | 412 | 2 | 8 | 422 | 383 | 265 | 648 | 1,070 | | Dan Walden | 279 | 1 | 9 | 289 | 259 | 172 | 431 | 720 | | Greg Hodder | 95 | - | - | 95 | - | - | - | 95 | | Daniel O'Neill | 50 | - | - | 50 | - | - | - | 50 | | David Stead | 45 | - | - | 45 | - | - | - | 45 | | Meg Lustman | 40 | - | - | 40 | - | - | - | 40 | | **Total** | **921** | **3** | **17** | **941** | **642** | **437** | **1,079** | **2,020** | --- 102 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 103 # Annual Report on Remuneration Continued For the year ended 31 March 2025: | Director | Salary/fees £'000 | Taxable benefits £'000 | Pension £'000 | Total fixed remuneration £'000 | Bonus^{1} £'000 | Long-term incentives £'000 | Total variable remuneration £'000 | Total remuneration £'000 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Lee Tappenden | 400 | 1 | 12 | 413 | 355 | - | 355 | 768 | | Dan Walden | 270 | 1 | 8 | 279 | 240 | - | 240 | 519 | | Greg Hodder | 95 | - | - | 95 | - | - | - | 95 | | Daniel O'Neill | 50 | - | - | 50 | - | - | - | 50 | | David Stead | 45 | - | - | 45 | - | - | - | 45 | | Meg Lustman^{2} | 30 | - | - | 30 | - | - | - | 30 | | Luke Kingsworth^{3} | 10 | - | - | 10 | - | - | - | 10 | | **Total** | **910** | **2** | **20** | **932** | **595** | **-** | **595** | **1,527** | $^{1}$ Taxable benefits comprise life assurance and medical cover $^{2}$ Per the terms of the Deferred Bonus Plan, 25% of Annual Bonus is deferred into shares with a two year vest period $^{3}$ 2023 PSP vesting at 50% of maximum award, based on average share price of 32.7p over three months prior to year end date $^{4}$ Appointed 25 June 2024 $^{5}$ Stepped down from the Board on 25 June 2024 ## Further information on the FY26 annual bonus (audited) In FY26, the annual bonus for the Executive Directors was subject to financial and strategic metrics which related to performance against financial targets for 90% of the award (revenue, underlying operating profit and operating cash flow) with 10% of the award being based on colleague engagement. Specifically, the targets were as follows: | £m/% | Threshold | Target | Maximum | Actual | Pay-out (% of max) | | --- | --- | --- | --- | --- | --- | | Revenue (30% of award) | 78.0 | 80.4 | 83.1 | 85.5 | 100% | | Underlying operating profit (30% of award) | 4.9 | 5.7 | 7.9 | 6.9 | 76.8% | | Operating cash flow (30% of award) | 10.1 | 11.2 | 12.7 | 14.4 | 100% | | Colleague engagement score (10% of award) | 65% | 70% | 75% | 77% | 100% | | **Total** | | | | | **93.0%** | $^{1}$ Operating profit for bonus purposes measured before central bonus and national insurance expenses, and implementation costs relating to the technology change programme | | Lee Tappenden | Dan Walden | | --- | --- | --- | | Maximum bonus (% of base salary) | 100% | 100% | | Total pay-out (% of maximum) | 93.0% | 93.0% | | Total pay-out (% of base salary) | 93.0% | 93.0% | | **Total pay-out (£)** | **£383,309** | **£259,117** | ## Share awards vesting in respect of FY26 Long-term incentives for Executive Directors issued in September 2023 under the Performance Share Plan are due to vest in September 2026. The EPS performance condition attached to these awards was not achieved. As explained in the Chair's annual statement, the Committee exercised discretion to determine that 50% of the awards should vest. | | Threshold | Maximum | Actual | Pay-out (% of max) | | --- | --- | --- | --- | --- | | FY26 Underlying diluted Earnings Per Share (100% of award) | 3.0p | 5.0p | 1.3p | 50% | Based on the above the expected percentage of the total award vesting is 50% of maximum. Details of the shares under award and their estimated value (based on the three-month average share price at 29 March 2026 of 32.7p per share) are as follows: | | Maximum number of shares | Number of shares to vest | Number of shares to lapse | Estimated £ value vesting^{1} | | --- | --- | --- | --- | --- | | Lee Tappenden | 1,623,815 | 811,907 | 811,908 | £265,202 | | Dan Walden | 1,055,480 | 527,740 | 527,740 | £172,381 | $^{1}$ Based on the three-month average share price to 29 March 2026 ## 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 29 March 2026: | Director | Beneficially owned 30 March 2025 | Beneficially owned 29 March 2026^{1} | Vested but unexercised awards | Unvested DBP | Unvested PSP^{2} | Shareholding Guideline (% of salary)^{3} | Shareholding Guideline met^{4} | | --- | --- | --- | --- | --- | --- | --- | --- | | Daniel O'Neill | 38,846,902 | 38,846,902 | - | - | - | - | n/a | | Lee Tappenden | 228,799 | 228,799 | - | 217,961 | 4,179,672 | 200% | No | | Dan Walden | 141,380 | 141,380 | 689,655 | 147,341 | 2,783,239 | 200% | No | | Greg Hodder | 39,137 | 39,137 | - | - | - | - | n/a | | David Stead | 34,482 | 34,482 | - | - | - | - | n/a | | Meg Lustman | - | 30,417 | - | - | - | - | n/a | $^{1}$ The beneficial shareholdings set out above include those held by Directors and their respective connected persons as at 29 March 2026 $^{2}$ Performance-based share awards granted as nil-cost options $^{3}$ 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 29 March 2026, which was 31p. 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 FY26 The following awards were granted as nil-cost options under the PSP in FY26: | Director | Date of grant | Basis of award (% salary) | Share price^{1} | Number of shares | Face value of award | Exercise period | | --- | --- | --- | --- | --- | --- | --- | | Lee Tappenden | 1 July 2025 | 100% | 40.7p | 1,011,456 | £412,000 | July 2030 to July 2035 | | Dan Walden | 1 July 2025 | 100% | 40.7p | 683,744 | £278,512 | July 2030 to July 2035 | $^{1}$ Based on the share price of 40.7p being the average mid-market closing share price on three working days prior to award grant The performance conditions, applying to the awards made in July 2025 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% | --- 104 ProCook Group plc Annual Report and Accounts 2025 # Annual Report on Remuneration Continued ## DBP awards granted in FY26 The following awards were granted as nil-cost options under the DBP in FY26: | Director | Date of grant | Basis of award (% salary) | Share price^{1} | Number of shares | Face value of award | Exercise period | | --- | --- | --- | --- | --- | --- | --- | | Lee Tappenden | 1 July 2025 | 25% | 40.7p | 217,961 | £88,783 | July 2027 to July 2035 | | Dan Walden | 1 July 2025 | 25% | 40.7p | 147,341 | £60,017 | July 2027 to July 2035 | $^{1}$ Based on the share price of 40.7p being the average mid-market closing share price on three working days prior to award grant ## 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 at 30 March 2025 | Awards granted in the year | Awards lapsed in the year | Awards exercised in the year | Interest at 29 March 2026 | Exercise period | Notes | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Daniel O'Neill | PSP | 0 | 08/08/22 | 473,933 | - | (473,933) | - | - | Aug 27 - Aug 32 | 1 | | Lee Tappenden | PSP | 0 | 19/09/23 | 1,623,815 | - | - | - | 1,623,815 | Sep 28 - Sep 33 | 2 | | | PSP | 0 | 12/07/24 | 1,544,401 | - | - | - | 1,544,401 | Jul 29 - Jul 34 | 3 | | | PSP | 0 | 01/07/25 | - | 1,011,456 | - | - | 1,011,456 | Jul 30 - Jul 35 | 4 | | | DBP | 0 | 01/07/25 | - | 217,961 | - | - | 217,961 | Jul 27 - Jul 35 | 5 | | Dan Walden | PSP | 0 | 08/08/22 | 592,417 | - | (592,417) | - | - | Aug 27 - Aug 32 | 1 | | | PSP | 0 | 19/09/23 | 1,055,480 | - | - | - | 1,055,480 | Sep 28 - Sep 33 | 2 | | | PSP | 0 | 12/07/24 | 1,044,015 | - | - | - | 1,044,015 | Jul 29 - Jul 34 | 3 | | | PSP | 0 | 01/07/25 | - | 683,744 | - | - | 683,744 | Jul 30 - Jul 35 | 4 | | | DBP | 0 | 01/07/25 | - | 147,341 | - | - | 147,341 | Jul 27 - Jul 35 | 5 | | | IPO ESP | 145 | 12/15/21 | 689,655 | - | - | - | 689,655 | Nov 24 - Nov 31 | 6 | ### Notes: - $^{1}$ See 'PSP Awards Granted in FY23' section in the 2023 Directors' Remuneration Report - $^{2}$ See 'PSP Awards Granted in FY24' section in the 2024 Directors' Remuneration Report - $^{3}$ See 'PSP Awards Granted in FY25' section in the 2025 Directors' Remuneration Report - $^{4}$ See 'PSP Awards Granted in FY26' section above - $^{5}$ See 'DBP Awards Granted in FY26' section above - $^{6}$ See 'IPO ESP Awards Granted in FY22' section in the 2022 Directors' Remuneration Report During the year ended 29 March 2026, the highest mid-market price of the Company's shares was 47p and the lowest mid-market price was 20p. At 29 March 2026, the share price was 31p. The aggregate gains by all Directors during FY26 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. The Committee determined that Daniel O'Neill should be treated as a good keener for the purposes of his awards under the PSP based on his service to the Group. His outstanding awards were agreed to 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. These PSP awards lapsed in FY26 as performance conditions were not met. procookgroup.co.uk 105 ## 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 29 March 2026, 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. ![img-67.jpeg](img-67.jpeg) 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 % | | --- | --- | --- | --- | --- | | FY26 | Lee Tappenden | 809 | 93.0% | n/a | | FY25 | Lee Tappenden | 768 | 88.8% | n/a | | FY24 | Lee Tappenden^{1} | 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 | $^{1}$ 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 FY25 to FY26 | | | % Change from FY24 to FY25 | | | % Change from FY23 to FY24 | | | % Change from FY22 to FY23 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Salary/Fee | Annual bonus | Taxable benefits | Salary/Fee | Annual bonus | Taxable benefits | Salary/Fee | Annual bonus | Taxable benefits | Salary/Fee | Annual bonus | Taxable benefits | | Lee Tappenden | 3.0% | 7.9% | n/a | 3.0% | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Dan Walden | 3.0% | 7.9% | 0% | 3.0% | 140% | 0% | 4.0% | n/a | n/a | 4.0% | n/a | n/a | | Greg Hodder | 0.0% | - | - | 0.0% | - | - | 0.0% | - | - | (20.8%) | - | - | | Daniel O'Neill | 0.0% | - | - | 0.0% | - | - | 0.0% | - | - | 0.0% | - | - | | David Stead | 0.0% | - | - | 0.0% | - | - | 0.0% | - | - | (12.5%) | - | - | | Meg Luttman | 0.0% | - | - | 0.0% | - | - | n/a | n/a | n/a | n/a | n/a | n/a | | Luke Kingsworth | n/a | n/a | n/a | n/a | n/a | n/a | 0.0% | - | - | (12.5%) | - | - | | All employees | 5.4% | 31.7% | n/a | 4.5% | 196% | n/a | 8.3% | - | - | 8.9% | - | - | --- 106 ProBook Group plc Annual Report and Accounts 2025 probookgroup.co.uk 107 # Annual Report on Remuneration Continued ## 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 | 29.6 : 1 | 27.7 : 1 | 23.3 : 1 | | FY25 | Option A | 29.7 : 1 | 28.6 : 1 | 25.6 : 1 | | 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. 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 | 26.2 | 27.0 | 31.1 | 27.7 | 29.6 | 35.2 | ## Relative importance of spend on pay (unaudited) The table below details the spend on total employee pay in FY26 as detailed in Note 6 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 29 March 2026 | 52 weeks ended 30 March 2025 | | --- | --- | --- | | Total gross employee pay | 21.6 | 17.7 | | Dividends/share buybacks | - | - | ## Statement of shareholding voting The following table shows the results of the binding Remuneration Policy vote at the 10 September 2025 AGM and the advisory Directors' Remuneration Report vote at the 10 September 2025 AGM. | | (Binding Vote – 10 September 2025) Approval of the Directors' Remuneration Policy | | (Advisory Vote – 10 September 2025) Annual Report on Remuneration | | | --- | --- | --- | --- | --- | | | Total number of votes | % of votes cast | Total number of votes | % of votes cast | | For (including discretionary) | 78,916,966 | 99.97% | 78,916,966 | 99.97% | | Against | 22,719 | 0.03% | 22,719 | 0.03% | | Votes withheld | 1,546 | - | 1,546 | - | ## Implementation of policy for FY27 (unaudited information) ### Base salary Base salaries for FY26 are as follows: £424,360 for Lee Tappenden (FY26: £412,000) and £286,867 for Dan Walden (FY26: £278,512). ### 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 101. There is no intention to introduce additional benefits in FY27. ### Annual bonus The annual bonus opportunity for FY27 will be structured in a similar manner to FY26. The maximum bonus will be 100% of salary and will be payable based on 30% underlying operating profit 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 FY27 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 2026 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 FY27 will remain in line with the fees for FY26. Greg Hodder will, therefore, receive a fee of £95,000 as Chair for FY27. Daniel O'Neill will receive a fee of £50,000 as Deputy Chair for FY27. The other Independent Non-Executive Directors each receive a fee for FY27 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. --- 108 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 109 # 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 6.6R The information required to be disclosed under Listing Rule 6.6R, 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 | Page 94 | | 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 | Not applicable | | Agreements with controlling shareholders | Page 111 | ## Results and dividends The Group's underlying profit after tax for the year ended 29 March 2026 was £2.5m, details are shown in the Consolidated Income Statement on page 120. The Directors are not recommending a final dividend for shareholder approval at the 2026 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 - Dan Walden - David Stead - Meg Lushman Biographies for the current Directors are set out on pages 72 to 73. Information on the Directors' remuneration, employee share schemes and service contracts are set out in the Directors' Remuneration Policy on pages 92 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 re-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 will seek re-election at the 2026 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. ## 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 S. 4140(1) of the Companies Act 2006, the Group has disclosed information about future developments within the Strategic Report on pages 3 to 67. 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 69 and forms part of this report by reference. ## Post balance sheet events There were no post balance sheet events to report. ## Research and Development Qualifying R&D expenditure for the year was £nil (FY25: £nil). ## Asset values Property, plant and equipment is disclosed in Note 14 of the Consolidated Financial Statements on pages 120 to 153. 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 24 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 had 78 stores nationwide as at 29 March 2026. ## Political donations No political donations were made and no political expenditure was incurred during the year. ## Charitable donations Charitable donations of £49k were made during the year (FY25: £44k). ## 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 3 to 67. Our S.172(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. - Read more: engaging with stakeholders on pages 8 to 11 - Read more: Sustainability: Our people on pages 25 to 28 - Read more: Colleague advisory panel on page 78 Share incentive schemes in which employees participate are described in the Annual Report on Remuneration on pages 101 to 106 and in the Consolidated Financial Statements. The Group operates an all-employee SAFE scheme, and also issues shares to qualifying colleagues on IPO which vested in the year. ## 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. - Read more: Diversity, equality and inclusion policy: see www.procookgroup.co.uk - Read more: Non-financial information and sustainability statement on page 45 - Read more: Sustainability: Our people on pages 25 to 28 ## 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. ProCook has been recognised as a Disability Confident Leader (Level 3) and is committed to taking proactive steps to support colleagues through any health issues that may arise. --- 110 ProCook Group plc Annual Report and Accounts 2025 # 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 (tCO₂e) | | FY19 | FY20 | FY21 | FY22 | FY23 | FY24 | FY25 | FY26 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Scope 1 - Direct emissions from gas and fuel | 564.3 | 575.4 | 177.7 | 90.6 | 70.2 | 9.8 | 4.7 | 7.0 | | Scope 2 - Indirect emissions from electricity | 432.6 | 440.2 | 252.0 | 357.1 | 299.7 | 421.0 | 414.0 | 397.9 | | **Total Scope 1 and 2 GHG emissions** | **996.9** | **1,015.6** | **429.7** | **447.7** | **369.9** | **430.8** | **418.7** | **404.9** | | Revenue £m | 27.8 | 38.9 | 53.4 | 69.2 | 62.3 | 62.6 | 69.5 | 85.5 | | **CO₂ emissions intensity (tCO₂e / £m revenue)** | **35.9** | **26.1** | **8.0** | **6.5** | **5.9** | **6.9** | **6.0** | **4.7** | The increase in direct emissions (Scope 1) in FY26 is due to the Group's continued expansion of our store estate. Indirect emissions from electricity consumption reduced from FY25, as expansion of our store estate was offset in-store initiatives such as closed door trials during periods of adverse weather and a reduction in carbon intensity of the UK's electricity generation as wind and solar power played a greater part in our energy mix and coal as an energy source was completely phased out in mid-FY25. Further information around energy efficiency initiatives can be found on pages 30 to 32. ### Streamlined Energy and Carbon Reporting ("SECR") | Energy (Gigawatt hours) | FY19 | FY20 | FY21 | FY22 | FY23 | FY24 | FY25 | FY26 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Electricity | 1.7 | 1.7 | 1.1 | 1.7 | 1.5 | 2.1 | 2.0 | 2.2 | | 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** | **2.0** | **2.2** | | Revenue £m | 27.8 | 38.9 | 53.4 | 69.2 | 62.3 | 62.6 | 69.5 | 85.5 | | **Gigawatt hours / £m revenue** | **0.15** | **0.11** | **0.03** | **0.03** | **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. A location-based methodology has been adopted by the Group, utilising detailed consumption data and government issued 'Greenhouse gas reporting' (census/section 2025) for CO₂e along with the fuel property figures to determine the kWh. Consumption of energy increased by 11.8% to 2.2 Gigawatt hours during FY26 driven by the factors set out above in relation to changes in our property estate. ### Directors' interests and share options During the year ended 29 March 2026, 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 26 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 5.234 of the Act) for its Directors and Officers were in force during the year ended 29 March 2026 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. procookgroup.co.uk 111 ### 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 5.793 of the Act) and there are no restrictions on any voting rights or deadlines, other than those prescribed by law. As at 29 March 2026, 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 29 March 2026 are disclosed on page 150. ### Authority for the Company to purchase its own shares In line with the approval granted in the 2025 AGM, a new resolution will be proposed at the 2026 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 2027 AGM or, if earlier, 15 months from the date of the resolution being passed. ### Substantial shareholdings At 29 March 2026 the Company had been notified of the following disclosable interests of 3% or more in the Company's ordinary share capital. | Shareholder | As at 29 March 2026 | | | --- | --- | --- | | | No. of shares held | % voting rights | | Michael O'Neill | 36,967,024 | 33.93 | | Daniel O'Neill | 17,048,725 | 15.65 | | Sarah O'Neill | 14,798,785 | 13.58 | | Facelmann GmbH + Co. KG | 14,548,944 | 13.35 | | Daniel O'Neill and Sarah O'Neill as trustees of the O'Neill 2021 Discretionary Settlement | 6,999,392 | 6.42 | | Canaccord Genuity Wealth Limited | 4,500,000 | 4.13 | Between the year-end date and 19 June 2026 (being the latest practicable date prior to the date of this report), the Company had not been notified of any 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 35.65% 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 70.46% 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 Listing Principle 5 of UKLR 2.2.1 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 Company continues to be able to carry on its main activities independently from the controlling shareholders at all times. ### 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. --- 112 ProCook Group plc Annual Report and Accounts 2025 ## Directors' Report Continued ### Viability statement The Directors have undertaken a comprehensive review and assessment of longer-term viability in accordance with the UK Corporate Governance Code. The Directors have determined that a three-year viability assessment period covering the three financial years ending March 2029 appropriately reflects the speed of change in the retail and consumer environment and is consistent with the Group's annual 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. Having reviewed current performance, financial projections under a variety of scenarios related to the Group's principal risks and uncertainties, total facilities and liquidity, and debt servicing requirements, the Board expects the Group to have adequate resources to continue in operation, meet its liabilities as they fall due, and retain sufficient available liquidity across all three years of the assessment period. Read more: Assessing long-term viability on pages 66 to 67. ### 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 2026 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 10 September 2026. 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 23 June 2026 and signed on its behalf by: Dan Walden Chief Financial Officer ![img-68.jpeg](img-68.jpeg) procookgroup.co.uk 113 ## 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 23 June 2026 and signed on its behalf by: Lee Tappenden Chief Executive Officer Dan Walden Chief Financial Officer --- 114 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk Financial Statements # Independent Auditor's Report to the members of ProCook Group plc ## Opinion We have audited the financial statements of ProCook Group Plc (the 'Parent company') and its subsidiaries (the 'group') for the 52 weeks to 29 March 2026 which comprise the Consolidated Income Statement, the Consolidated Statement of Financial Position, the Consolidated Statement of Cash Flows and the Consolidated Statement of Changes in Equity, the Parent Company Statement of Financial Position and the Parent Company Statement of Changes in Equity and the 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. 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 of Ireland' (United Kingdom Generally Accepted Accounting Practice), as applied in accordance with the provisions of the Companies Act 2006. In our opinion: - the Group financial statements and Parent company financial statements (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 29 March 2026 and of the group's profit for the period then ended. - the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; - 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; and - the financial statements have been prepared in accordance with the requirements 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. ## Conclusions relating to going concern 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. Our audit procedures to evaluate 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 were not limited to: - Undertaking 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; - Obtaining an understanding of the relevant controls relating to the directors' going concern assessment; - Making 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; - Challenging the appropriateness of the directors' key assumptions in their cash flow forecasts, as described in note 1, 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; - Reviewing the terms of loan agreements and financing facilities for covenants, and assessing the extent to which they are restrictive and have been accurately included in severe but plausible scenarios; - Inspected the amended loan agreements executed post year-end to confirm that the facility period extends throughout the going concern assessment period, and assessed whether any changes to the terms, conditions or covenant requirements could impact the directors' going concern assessment; - Assessing the historical accuracy of forecasts prepared by the directors; - Considering the consistency of the directors' forecasts with other areas of the financial statements and our audit; and - Evaluating the appropriateness of the directors' disclosures in the financial statements on going concern. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the Parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. 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. ## 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. These matters, together with our findings, were communicated to those charged with governance through our Audit Completion Report. ### Key Audit Matter #### Impairment of store-level Cash Generating Unit (CGUs) Refer to page 131 (accounting policy) and page 140 of the financial disclosures. There is a significant risk of error relating to the carrying value of Right-of-use assets ('ROUA') and Property, plant and equipment ('PPE') included in store CGUs relating to the identification of impairment triggers and the complexity of assumptions required when assessing for impairment. As at 29 March 2026, the Group held £27m (2025: £21m) in ROUA and £13.3m (2025: £10.8m) in PPE. The Directors are required to assess the CGUs for impairment triggers on an annual basis. Where impairment triggers are identified, the Directors are required to calculate a Value-in-use ('VIL') 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. Our key audit matter focuses on management's judgment in determining whether an impairment trigger existed at year-end. Management has not performed a full impairment assessment for the entire store estate portfolio, as they have concluded that macroeconomic conditions have not deteriorated to a level that would require such a review. Each individual CGU will be separately assessed for impairment indicators, applying a two-step approach: first evaluating whether the store meets quantitative metrics, followed by an assessment of qualitative factors. Based on our risk assessment, if impairment triggers are not appropriately identified, there is a risk that the carrying value of store-level CGUs may be overstated. We have designated this as a key audit matter due to the significant audit effort and challenge involved in evaluating management's judgments in this area. ### How our scope addressed this matter Our audit procedures included, but were not limited to: - Testing the design and implementation of key controls relating to the review of impairment triggers; - Obtaining and inspecting the directors' judgement and assessment of impairment triggers per IAS 36; - Challenging the directors' assessment of store performance and the completeness and integrity of data used in impairment trigger assessments; - Comparing and contrasting the directors' impairment trigger assessment to quantitative and qualitative factors; - Assessing the completeness of the store population used in the directors' impairment assessment to confirm that all open stores were identified and considered within this assessment; - Challenging the directors' exclusion of stores opened within the last 24 months and performed an independent assessment using qualitative and quantitative indicators to identify impairment triggers at the reporting date; - Agreeing assumptions to supporting documentation such as board's approved budgets; - Evaluating post-balance sheet events to determine whether they provide evidence of conditions existing at the reporting date, and whether such conditions indicate that an impairment trigger was present; - Assessing the completeness and accuracy of disclosures within the financial statements in accordance with the applicable accounting standards. ### Our observations Based on the audit procedures performed, we are satisfied that the assumptions and judgements applied in identifying potentially impaired stores were reasonable and that no material exceptions were identified from our testing of the valuation of ROUA and PPE. --- 116 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 117 # Independent Auditor's Report continued to the members of ProCook Group plc Key Audit Matter Valuation of Investment (Company) Refer to page 158 (accounting policy) and page 159 of the financial disclosures. The parent company's investment in subsidiaries, with a carrying value of £69m as at 29 March 2026, represents a highly material balance within the parent company statement of financial position, comprising 98.6% of total assets. Significant judgement is required in assessing both the existence of impairment indicators and whether indicators exist that would support the reversal of previously recognised impairment losses under FRS 102. In particular, judgement was required in evaluating factors including the Group's market capitalisation, trading performance, forecast profitability, and wider macroeconomic conditions in determining whether the carrying value of the investment remained appropriate. There is a risk that impairment indicators are not appropriately identified, resulting either in: - an impairment loss not being recognised where required; or - a prior year impairment being inappropriately maintained where conditions supporting a reversal exist. Either outcome could result in a material misstatement in the valuation of the parent company's investment in subsidiaries. Based on the significant balance relative to the parent company financial statements and the significant degree of judgement required by management, the valuation of the parent company's investment in subsidiaries is identified as a Key Audit Matter. How our scope addressed this matter Our audit procedures included, but were not limited to: - Testing the design and implementation of key controls (KBP - Impairment on Investment (Parent)) - 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. - Challenging management's assessment regarding the absence of an impairment reversal and evaluating the reasonableness of this conclusion. - Evaluating post-balance sheet events to determine whether they provide evidence of conditions existing at the reporting date, and whether such conditions indicate that an impairment trigger was present. - 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 and indicators of impairment do not exist as at the year-end. 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** | £640k (FY25: £52k) | | --- | --- | | **How we determined it** | 0.75% of revenue in the year (FY25: 0.75%) | | **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 30 March 2025. | | **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 £415k, which represents 65% of overall materiality (FY25: 338k, also 65%). In determining performance materiality, we considered the history of misstatements detected in previous periods and the effectiveness of managements control environment. | | **Reporting threshold** | We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit above £25k (FY25: £24k) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons. | Parent company materiality | **Overall materiality** | £300k (FY25: £18k) | | --- | --- | | **How we determined it** | 0.5% of Total Equity (FY25: 0.3%) | | **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 0.5% 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 £200k, which represents 70% of overall materiality (FY25: £130k, also 70%). | | **Reporting threshold** | We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit above £10k (FY25: £9k) 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 a full scope audit performed by the Group engagement team. Our audit scope covered 100% of the revenue, total assets and profit before tax (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 Annual Report 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. --- 118 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 119 # Independent Auditor's Report continued to the members of ProCook Group plc ## 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 113; - Directors' explanation as to its assessment of the entity's prospects, the period this assessment covers and why the period is appropriate, set out on page 113; - 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 e-merging 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 86. ## 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. 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 as tax legislation, pension legislation, 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 overlooks 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 revenue recognition (which we pinpointed to the occurrence of store and 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 overlooks of controls by performing journal entry testing; - Seeking disconfirming evidence by obtaining external records to assess management assumptions against; - Incorporating an element of unpredictability in the selection of the nature, timing, and extent of audit procedures performed; - Including the use of data analytics to identify outliers in testing performed. 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/auditors responsibilities. 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 5 years, covering the years ending 3 April 2022 to 29 March 2026. 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 and Risk 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 Fovis Mayers LLP Chartered Accountants and Statutory Auditor One St Peter's Square 23 June 2026 --- 120 ProCook Group plc Annual Report and Accounts 2025 ## Consolidated Income Statement For the 52 weeks ended 29 March 2026 | £'000s | Note | 52 weeks ended 29 March 2026 | | 52 weeks ended 30 March 2025 | | | --- | --- | --- | --- | --- | --- | | | | Reported | Underlying | Non-underlying | Reported | | Revenue | 1 | 85,487 | 69,493 | - | 69,493 | | Cost of sales | | (27,793) | (23,778) | - | (23,778) | | Gross profit | | 57,694 | 45,715 | - | 45,715 | | Operating expenses | 2 | (52,840) | (42,508) | (344) | (42,852) | | Operating profit | | 4,854 | 3,207 | (344) | 2,863 | | Finance expense | 8 | (1,535) | (1,415) | - | (1,415) | | Other (losses) | 9 | (818) | (272) | - | (272) | | Profit before tax | | 2,501 | 1,520 | (344) | 1,176 | | Tax (expense)/credit | 10 | (923) | (247) | 73 | (174) | | Profit for the period | | 1,578 | 1,273 | (271) | 1,002 | | **Total comprehensive income/(loss)** | | **1,578** | **1,273** | **(271)** | **1,002** | | Earnings per ordinary share - basic | 12 | 1.45p | 1.17p | | 0.92p | | Earnings per ordinary share - diluted | 12 | 1.32p | 1.08p | | 0.85p | procookgroup.co.uk 121 ## Consolidated Statement of Financial Position As at 29 March 2026 | £'000s | Note | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | --- | | **Assets** | | | | | Non-current assets | | | | | Intangible assets | 13 | 267 | 26 | | Property, plant, and equipment | 14 | 13,258 | 10,767 | | Right-of-use assets | 15 | 27,047 | 20,958 | | Deferred tax assets | 10 | - | 526 | | **Total non-current assets** | | **40,572** | **32,277** | | Current assets | | | | | Inventories | 16 | 14,011 | 12,095 | | Trade and other receivables | 17 | 2,274 | 2,480 | | Current tax assets | | - | 101 | | Cash and cash equivalents | 18 | 4,416 | 2,762 | | **Total current assets** | | **20,701** | **17,438** | | **Total assets** | | **61,273** | **49,715** | | **Liabilities** | | | | | Current liabilities | | | | | Trade and other payables | 19 | 18,022 | 13,932 | | Lease liabilities | 15 | 5,501 | 3,708 | | Provisions | 20 | 226 | 273 | | Borrowings | 21 | - | 1,805 | | Deferred tax liability | 10 | 397 | - | | **Total current liabilities** | | **24,146** | **19,718** | | Non-current liabilities | | | | | Trade and other payables | 19 | 61 | 77 | | Lease liabilities | 15 | 24,713 | 19,586 | | Provisions | 20 | 776 | 639 | | **Total non-current liabilities** | | **25,550** | **20,302** | | **Total liabilities** | | **49,696** | **40,020** | | **Net assets** | | **11,577** | **9,695** | | Equity and reserves attributable to shareholders of ProCook Group plc | | | | | Share capital | 25 | 1,090 | 1,090 | | Share option reserve | 26 | 2,202 | 2,241 | | Share premium | 25 | 1 | 1 | | Retained earnings | 25 | 8,284 | 6,363 | | **Total equity and reserves** | | **11,577** | **9,695** | The financial statements on pages 120 to 153 were approved by the Board of Directors on 23 June 2026 and were signed on its behalf by: Chief Financial Officer 23 June 2026 --- 122 ProGrok Group plc Annual Report and Accounts 2025 ## Consolidated Statement of Cash Flow For the 52 weeks to 29 March 2026 | £'000s | Note | 52 weeks ended 29 March 2026 | 52 weeks ended 30 March 2025 | | --- | --- | --- | --- | | **Cash flows from operating activities** | | | | | Profit before tax | | 2,501 | 1,176 | | Adjustments for: | | | | | Depreciation of property, plant, and equipment | 14 | 2,066 | 1,234 | | Amortisation of intangible assets | 13 | 36 | 78 | | Loss on disposal of property, plant, and equipment | 2 | 47 | 45 | | Depreciation of right-of-use assets | 15 | 5,447 | 4,356 | | Loss from fair value of financial derivatives | 9 | 33 | 219 | | Share-based payments | 26 | 429 | 495 | | Cash outlay on exercise of share options | 26 | (82) | (230) | | Finance expense | 8 | 1,535 | 1,415 | | **Operating cash flows before movements in working capital** | | 12,012 | 8,788 | | (Increase)/decrease in inventories | 16 | (1,916) | (2,379) | | Decrease in trade and other receivables | 17 | 206 | 1,220 | | Increase in trade and other payables | 19 | 3,889 | 3,257 | | Increase in provisions | 20 | 90 | 94 | | Income taxes refunded | | 92 | - | | **Net cash flows from operating activities** | | 14,373 | 10,980 | | **Investing activities** | | | | | Purchase of property, plant, and equipment | 14 | (4,567) | (3,828) | | Purchase of intangible assets | 13 | (277) | - | | Lease inception costs | | (366) | (249) | | Lease incentives received | | 117 | - | | **Net cash used in investing activities** | | (5,093) | (4,077) | | **Financing activities** | | | | | Interest paid on borrowings | | (281) | (419) | | Interest paid on lease liabilities | 8 | (1,231) | (975) | | Proceeds from borrowings | | 21,584 | 22,521 | | Repayment of borrowings | | (23,389) | (23,470) | | Lease principal payments | 15 | (4,270) | (3,775) | | **Net cash (used in) financing activities** | | (7,587) | (6,118) | | **Net movement in cash and cash equivalents** | | 1,693 | 785 | | Effect of exchange rate on cash and cash equivalents | | (39) | (28) | | Cash and cash equivalents at beginning of the period | | 2,762 | 2,005 | | **Cash and cash equivalents at end of period** | | 4,416 | 2,762 | progrokgroup.co.uk 123 ## Consolidated Statement of Changes in Equity For the 52 weeks to 29 March 2026 | £'000s | Note | Share capital | Share premium | Share option reserve | Retained earnings | Total equity | | --- | --- | --- | --- | --- | --- | --- | | **As at 31 March 2024** | | 1,090 | 1 | 4,099 | 3,238 | 8,428 | | Total comprehensive profit for the period | | - | - | - | 1,002 | 1,002 | | Employee share-based payment awards | 26 | - | - | 495 | - | 495 | | Exercise of share options | 26 | - | - | (2,353) | 2,123 | (230) | | **As at 30 March 2025** | | 1,090 | 1 | 2,241 | 6,363 | 9,695 | | Total comprehensive profit for the period | | - | - | - | 1,578 | 1,578 | | Employee share-based payment awards | 26 | - | - | 429 | - | 429 | | Exercise of share options | 26 | - | - | (468) | 543 | (125) | | **As at 29 March 2026** | | 1,090 | 1 | 2,202 | 8,284 | 11,577 | --- 124 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 125 # Consolidated Financial Statements Accounting Policies For the 52 weeks to 29 March 2026 ## 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 Induent Park, Gloucester, GL10 3BZ. 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. ## Going concern The financial statements have been prepared on a going concern basis. The Group has reported a profit before tax of £2.5m for the financial year ended 29 March 2026 (FY25: profit before tax of £1.2m after non-underlying expenses) and had a net asset position of £11.6m as at 29 March 2026 (30 March 2025: £9.7m), with a net current liabilities position of £3.4m (30 March 2025: net current liabilities position of £2.0m). The Group had net cash (cash and cash equivalents less borrowings) of £4.4m at 29 March 2026 (30 March 2025: £1.0m) with available liquidity headroom of £20.4m. 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 slowdown in the Bank of England base rate cutting cycle, reduced yet persistent inflationary pressure, risks associated with increased tariffs and other 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 which have recently been extended, details of which are as follows: - The Group's bank facility agreements and the associated covenants are set out in the CFO's Review within this report and include a committed £15m RCF with a three year term to April 2029 with two one-year extension options available, and an uncommitted £1m trade finance facility. - The terms in respect of leverage cover are no greater than 3.0x EBITDA for Q2 test dates and 2.0x for all other quarterly test dates. The fixed charge covenant test requires EBITDA to be no less than 1.4x fixed charges. The base case for the scenario modelling extends from the Group's annual budget plan that was approved by the Board in March 2026. Forecasts for FY28 are based on the Group's strategic objectives and its medium-term financial plan, which projects forwards from the latest FY27 budget. 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 geopolitical tensions and the resulting macroeconomic factors, including supply chain disruption risk, and depressed consumer confidence having the potential to drive a longer time reduction in demand and a resulting increase in competition within the kitchenware market. The Board has reviewed the potential downside impacts 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 economic uncertainty, and additional cost impacts driven by continued supply chain disruption associated with geo-political tensions and conflicts. The impacts of these factors have been reflected in a 12% lower revenue performance in the FY27 year compared to base case and increasing to a 21% decrease in FY28, combining to reflect a 75% reduction in Group revenue growth over the assessment period compared to the base case. - Fewer new store openings in FY28 are included on the basis that there would be lower management confidence of positive return on investment from such openings. - A reduction in gross margins in FY27 of -100bps increasing to -150bps in FY28 compared to the base case to reflect the risk of heightened supply chain costs and potential increased promotional requirements to stimulate demand in a more competitive market. Under this severe but plausible downside scenario, and before mitigating actions, the Group would remain within its available borrowing facilities throughout the assessment period and remain compliant with all covenants related to its banking arrangements. 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 20% compared to the base case in FY27 would be required to breach the fixed charge covenant at the Q2 FY27 test date. The sales decline required to trigger a breach of the fixed charge covenant would need to be sustained over a number of months, with mitigating actions available to Management which have not been factored into the scenario. Such a scenario is therefore not considered by the Board to be reasonably likely to occur, or to threaten the Group's existence as a going concern. The Board has also considered the potential impacts of climate change risks. 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 going concern. Having reviewed current performance, financial projections under a variety of scenarios related to the Group's principal risks and uncertainties, total facilities and liquidity and debt servicing requirements, the Board expects the Group to have 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. ## 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 estimates 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 liability of £0.4m on the Consolidated Statement of Financial Position as at 29 March 2026 (30 March 2025: £0.5m deferred tax asset). Within the overall deferred tax liability is an asset balance of £1.5m (29 March 2025: £1.9m) relating to carried forward losses, therefore in recognising this asset the Group has applied judgement in its consideration of 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 2026, to ensure that there are sufficient taxable profits against which these losses can be utilised. Forecasts for FY28 and beyond are based on the Group's strategic objectives and its five-year financial plan, which projects forwards from the FY27 budget. --- 126 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 127 # Consolidated Financial Statements Accounting Policies For the 52 weeks to 29 March 2026 continued 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 expires 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 lease 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 indicators of impairment, being an appropriate period to allow the CGU to mature post-opening and therefore to provide a more reliable indication of the future economic performance. The Group has reviewed recent financial performance of individual CGUs and given consideration to the wider economic environment, and a range of other potential factors including any site-specific circumstances, to identify any indicators of impairment. Given the gradually improving economic back-to-year on year, and the continued life for like growth in the period, management have concluded that macro-economic factors do not constitute indicators of material impairment and therefore a full impairment test across all CGUs was not required. Where individual CGUs have indicators of impairment, an impairment assessment has been carried out as at 29 March 2026. ## 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 15. ## Judgement: Guarantees relating to assigned leases In FY24, the Group assigned two 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, which run until July 2035 and September 2024. ProCook Limited has, however, entered into a guarantee contract with the landlord whereby if the assignee 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 assignee 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. ## Estimate: Impairment provision 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, where an indicator has been identified, 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 three-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 stores, reflecting the omnichannel nature of our business. In the year ended 29 March 2026 this assessment has not resulted in any impairment charge or reversal thereof to the Consolidated Income Statement. ## Basis of consolidation Group companies included in the consolidated financial statements for FY26 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. 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. Revenues 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. The orders are usually received within the first week of the following period. 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 expires. 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 payable 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. --- 128 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 129 # Consolidated Financial Statements Accounting Policies For the 52 weeks to 29 March 2026 continued ## Expenses ### Share-based payments The Group operates a number of share-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 a general and actual levels of vesting, considering any performance conditions which may apply to individual plans. Share-based payment charges in group entities are recharged to the parent company, being the entity who will satisfy any eventual share obligation. 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. ### 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. 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: | • Software | 3 years, straight line | | --- | --- | | • Digital Assets | 10 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. --- 130 ProCook Group plc Annual Report and Accounts 2025 proclookgroup.co.uk 131 # Consolidated Financial Statements Accounting Policies For the 52 weeks to 29 March 2026 continued ## 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. 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 lease 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 at transaction price and subsequently measured at amortised cost. 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 initially recognised at fair value on the Consolidated Statement of Financial Position and subsequently measured at amortised cost. ## 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 24. 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 24. ## 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. --- 132 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 133 # Consolidated Financial Statements Accounting Policies For the 52 weeks to 29 March 2026 continued ## 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. ## 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 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 estimates 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. ## 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 ('CDOM') 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 29 March 2026 are as follows: - Amendments to IAS 21 Lack of Exchangeability 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: - Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures – Classification and Measurement - New Standard IFRS 18 Presentation and Disclosure in Financial Statements - Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity - Annual Improvements to IFRS Accounting Standards – Volume 11: IFRS 1, IFRS 7, IFRS 9, IFRS 10 & IAS 7 The Group anticipates that IFRS 18 is expected to introduce significant changes to the presentation and disclosure of its Consolidated Financial Statements and is currently assessing the impact on future reporting periods. The Group do not expect the others standards to have a material impact on its Consolidated Financial Statements in future reporting periods. --- 134 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 135 # Notes to the consolidated financial statements For the 52 weeks to 29 March 2026 ## 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. | £'000 | 52 weeks ended 29 March 2026 | 52 weeks ended 30 March 2025 | | --- | --- | --- | | United Kingdom | 85,487 | 69,493 | | Total revenue | 85,487 | 69,493 | ## 2. Operating expenses Operating profit for the periods is stated after charging: | £'000 | 52 weeks ended 29 March 2026 | 52 weeks ended 30 March 2025 | | --- | --- | --- | | Depreciation of tangible fixed assets | 2,066 | 1,234 | | Amortisation of intangible assets | 36 | 78 | | Depreciation of right-of-use assets | 5,447 | 4,356 | | Variable lease payments | 624 | 516 | | Loss on disposal of property, plant and equipment | 47 | 45 | Total R&D expenditure included in operating expenses for the 52 weeks ended 29 March 2026 was £nil (52 weeks ended 30 March 2025: £nil). ## 3. Non-underlying items There were no non-underlying expenses incurred during the 52 weeks ended 29 March 2026. The non-underlying expenses of £0.3m were recognised in the 52 weeks ended 30 March 2025 as below: | £'000 | 52 weeks ended 29 March 2026 | 52 weeks ended 30 March 2025 | | --- | --- | --- | | SSC transition-related costs | - | 14 | | Senior management restructuring costs | - | 179 | | Share-based payments | - | 151 | | Non-underlying operating expenses | - | 344 | | Non-underlying finance expense | - | - | | Non-underlying loss before tax | - | 344 | ## 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 30 March 2025, the Group had two operating segments, being Ecommerce and Retail. Central costs are reported separately to the Board. While 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. The Board reviews segment performance based on underlying operating profit. | £'000 | 52 weeks ended 29 March 2026 | 52 weeks ended 30 March 2025 | | --- | --- | --- | | Revenue | | | | Ecommerce | 31,305 | 25,476 | | Retail | 54,182 | 44,017 | | Total revenue | 85,487 | 69,493 | | Operating profit | | | | Ecommerce | 9,867 | 6,676 | | Retail | 9,399 | 8,824 | | Central costs | (14,412) | (12,293) | | Non-underlying operating costs | - | (344) | | Operating profit | 4,854 | 2,863 | | Finance costs | (1,535) | (1,415) | | Other (losses) | (818) | (272) | | Profit before tax | 2,501 | 1,176 | Operating profit includes depreciation and amortisation of £6,237k relating to the Retail segment (FY25: £4,388k) and £1,312k relating to the Central segment (FY25: £1,280k). Substantially all of the assets of ProCook Group plc are located in the UK. ## 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 29 March 2026 | 52 weeks ended 30 March 2025 | | --- | --- | --- | | Audit of Consolidated Financial Statements | 43 | 45 | | Audit of the Parent Company and Group subsidiary entities | 267 | 275 | | Total Auditor remuneration | 310 | 320 | --- 136 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 137 # Notes to the consolidated financial statements For the 52 weeks to 29 March 2026 continued ## 6. Employee numbers and costs The average monthly number of colleagues employed by the Group including Directors was: | | 52 weeks ended 29 March 2026 | 52 weeks ended 30 March 2025 | | --- | --- | --- | | Retail and distribution staff | 578 | 501 | | Support staff | 120 | 114 | | **Total** | **698** | **615** | The total remuneration of all employees including Directors includes: | £'000 | 52 weeks ended 29 March 2026 | 52 weeks ended 30 March 2025 | | --- | --- | --- | | Wages and salaries | 19,005 | 16,205 | | Social security contributions and similar taxes | 2,228 | 1,187 | | Other pension costs | 359 | 301 | | **Total** | **21,592** | **17,693** | 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 92 to 107. ## 7. 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 29 March 2026 was £359k (30 March 2025: £301k) and represents contributions payable to these plans by the Group at rates specified in the rules of the plans. ## 8. Finance expense | £'000 | 52 weeks ended 29 March 2026 | 52 weeks ended 30 March 2025 | | --- | --- | --- | | Unwinding of discounted provisions | 23 | 21 | | Interest on borrowings and other interest | 281 | 419 | | Interest on lease liabilities | 1,231 | 975 | | **Total finance expense** | **1,535** | **1,415** | ## 9. Other gains and losses | £'000 | 52 weeks ended 29 March 2026 | 52 weeks ended 30 March 2025 | | --- | --- | --- | | Unrealised FX gains/(losses) | 33 | (219) | | Exchange rate (losses) | (851) | (53) | | **Total (losses)** | **(818)** | **(272)** | Unrealised FX gains/(losses) relate to fair value movements on derivatives. ## 10. 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 29 March 2026 | 52 weeks ended 30 March 2025 | | --- | --- | --- | | **Current taxation** | | | | Corporate income tax charge for the period | - | - | | Adjustments in respect of previous years | - | 44 | | | - | 44 | | **Deferred tax** | | | | Origination and reversal of temporary differences | 612 | 483 | | Adjustments in respect of prior periods | 311 | (353) | | **Total tax expense** | **923** | **174** | The tax charge reconciles with the standard rate of UK corporate income tax as follows: | £'000 | 52 weeks ended 29 March 2026 | 52 weeks ended 30 March 2025 | | --- | --- | --- | | Profit on ordinary activities before tax | 2,501 | 1,176 | | UK Corporate income tax at standard rate of 25% (2024: 25%) | 625 | 294 | | Factors affecting the charge in the period | | | | Tax effect of expenses that are not deductible for tax purposes | 141 | 131 | | Adjustments in respect of prior years | - | 44 | | Other permanent differences | - | 58 | | Adjustments in respect of prior periods (deferred tax) | 311 | (353) | | Share options | (154) | - | | **Total taxation expense** | **923** | **174** | The taxation expense for the period as a percentage of underlying profit before tax (the effective tax rate) was 36.9% (2025: 14.8%), due to the effects of share-based payment deductions relating to previous years. The standard rate of UK corporate income tax was 25% for the 52 weeks ended 29 March 2026 (30 March 2025: 25%). Deferred tax balances reflect future corporation tax rates of 25%. The deferred tax liability has arisen due to accelerated capital allowances on items of property, plant and equipment, offset by 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. --- 138 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 139 # Notes to the consolidated financial statements For the 52 weeks to 29 March 2026 continued ## 10. Tax expense continued Movement in deferred tax: | £'000 | Short-term timing differences | Accelerated capital allowances | Share-based payments | Carried forward losses | Total | | --- | --- | --- | --- | --- | --- | | Deferred tax asset as at 31 March 2024 | 112 | (1,596) | 211 | 1,928 | 655 | | (Debt)/Credit to profit and loss | (38) | (158) | (110) | 177 | (129) | | Deferred tax asset as at 30 March 2025 | 74 | (1,754) | 101 | 2,105 | 526 | | (Debt)/Credit to profit and loss | (32) | (508) | 135 | (518) | (923) | | Deferred tax asset/(liability) as at 29 March 2026 | 42 | (2,262) | 236 | 1,587 | (397) | Carried forward tax losses arise from losses incurred in FY23. As set out in the Critical Accounting Estimates and Judgements section on page 125, 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. ## 11. Dividends No dividends were declared or paid in the 52 weeks to 29 March 2026 (30 March 2025: Nil). ## 12. 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 29 March 2026 | 52 weeks ended 30 March 2025 | | --- | --- | --- | | Weighted average number of shares | 108,956,624 | 108,956,624 | | Impact of share options | 10,232,371 | 8,634,223 | | Number of shares for diluted earnings per share | 119,188,995 | 117,590,847 | | £'000 | 52 weeks ended 29 March 2026 Reported | 52 weeks ended 30 March 2025 Underlying^{1} | 52 weeks ended 30 March 2025 Reported | | --- | --- | --- | --- | | Profit for the period | 1,578 | 1,273 | 1,002 | | Earnings per ordinary share – basic | 1.45p | 1.17p | 0.92p | | Earnings per ordinary share – diluted | 1.32p | 1.08p | 0.85p | $^{1}$ Underlying earnings per ordinary share is a non-IFRS measure. ## 13. Intangible assets | £'000 | Software | Digital Assets | Total | | --- | --- | --- | --- | | Cost | | | | | At 31 March 2024 | 415 | – | 415 | | Additions | – | – | – | | At 30 March 2025 | 415 | – | 415 | | Additions | – | 277 | 277 | | 29 March 2026 | 415 | 277 | 692 | | Accumulated amortisation | | | | | At 31 March 2024 | 311 | – | 311 | | Charge for the period | 78 | – | 78 | | At 30 March 2025 | 389 | – | 389 | | Charge for the period | 26 | 10 | 36 | | 29 March 2026 | 415 | 10 | 425 | | Net book value | | | | | At 31 March 2024 | 104 | – | 104 | | At 30 March 2025 | 26 | – | 26 | | 29 March 2026 | – | 267 | 267 | Amortisation was recognised in the Consolidated Income Statement within operating expenses throughout the period. --- 140 ProGov. Group plc Annual Report and Accounts 2025 # Notes to the consolidated financial statements For the 52 weeks to 29 March 2026 continued ## 14. Property, plant, and equipment | £'000 | Land and buildings | Plant and machinery | Fixtures and fittings | Motor vehicles | Assets under construction | Total | | --- | --- | --- | --- | --- | --- | --- | | **Cost** | | | | | | | | At 31 March 2024 | 187 | 365 | 13,995 | 29 | 424 | 15,000 | | Additions | - | 7 | 3,277 | - | 544 | 3,828 | | Transfers | - | - | 303 | - | (303) | - | | Disposals | - | - | (152) | - | (26) | (138) | | **At 30 March 2025** | **187** | **372** | **17,463** | **29** | **639** | **18,690** | | Additions | - | 90 | 3,993 | - | 484 | 4,567 | | Transfers | - | - | 541 | - | (541) | - | | Disposals | - | - | (277) | (29) | - | (306) | | **29 March 2026** | **187** | **462** | **21,720** | **-** | **582** | **22,951** | | **Accumulated depreciation and impairment** | | | | | | | | At 31 March 2024 | 139 | 87 | 6,523 | 19 | - | 6,768 | | Charge for the period | - | 26 | 1,204 | 4 | - | 1,234 | | Disposals | - | - | (79) | - | - | (79) | | **At 30 March 2025** | **139** | **113** | **7,648** | **23** | **-** | **7,923** | | Charge for the period | - | 30 | 2,035 | 1 | - | 2,066 | | Disposals | - | - | (272) | (24) | - | (296) | | **29 March 2026** | **139** | **143** | **9,411** | **-** | **-** | **9,693** | | **Net book value** | | | | | | | | At 31 March 2024 | 48 | 278 | 7,472 | 10 | 424 | 8,232 | | At 30 March 2025 | 48 | 259 | 9,815 | 6 | 639 | 10,767 | | **29 March 2026** | **48** | **319** | **12,309** | **-** | **582** | **13,258** | 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 29 March 2026 (FY25: £nil). Depreciation was recognised in the Consolidated Income Statement within operating expenses throughout the period. ## 15. 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 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | Number of active leases | 96 | 74 | 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 five years, and motor vehicles of up to three years. ## Extension, termination, and break options The Group may negotiate 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). progov. group plc. co.uk 141 ## 15. Leased assets continued 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 Leases currently recognised are discounted with incremental borrowing rates in a range of 2% - 7%, 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 are as follows: | £'000 | Leasehold property | Motor vehicles | Plant and equipment | Total | | --- | --- | --- | --- | --- | | **Cost** | | | | | | At 31 March 2024 | 31,341 | 125 | 92 | 31,558 | | Additions | 4,395 | 110 | - | 4,505 | | Re-measurement^{1} | 348 | - | - | 348 | | Disposals | (2,076) | (73) | - | (2,149) | | At 30 March 2025 | 34,008 | 162 | 92 | 34,262 | | Additions | 10,130 | 174 | - | 10,304 | | Re-measurement^{1} | 1,237 | - | - | 1,237 | | Disposals | (3,338) | (66) | - | (3,404) | | **At 29 March 2026** | **42,037** | **270** | **92** | **42,399** | | **Accumulated depreciation and impairments** | | | | | | At 31 March 2024 | 10,916 | 94 | 26 | 11,036 | | Charge for the period | 4,280 | 57 | 19 | 4,356 | | Disposals | (2,028) | (60) | - | (2,088) | | At 30 March 2025 | 13,168 | 91 | 45 | 13,304 | | Charge for the period | 5,357 | 71 | 19 | 5,447 | | Disposals | (3,333) | (66) | - | (3,399) | | **At 29 March 2026** | **15,192** | **96** | **64** | **15,352** | | **Net Book Value** | | | | | | At 31 March 2024 | 20,425 | 31 | 66 | 20,522 | | At 30 March 2025 | 20,840 | 71 | 47 | 20,958 | | **At 29 March 2026** | **26,845** | **174** | **28** | **27,047** | $^{1}$ 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. --- 142 ProGrok Group plc Annual Report and Accounts 2025 # Notes to the consolidated financial statements For the 52 weeks to 29 March 2026 continued ## 15. 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 10.8% (FY25: 11.7%). Impairment tests have been carried out where indicators of impairment exist, with no impairment charges recognised in the 52 weeks ended 29 March 2026 (FY25: nil). Lease liabilities included in the Consolidated Statement of Financial Position were as follows: | £'000 | Leasehold property | Motor vehicles | Plant and equipment | Total | | --- | --- | --- | --- | --- | | At 31 March 2024 | 22,549 | 29 | 64 | 22,642 | | Additions | 4,040 | 110 | - | 4,150 | | Remeasurement^{1} | 351 | - | - | 351 | | Interest expense | 968 | 4 | 3 | 975 | | Lease payments | (4,665) | (65) | (20) | (4,750) | | Disposals | (60) | (14) | - | (74) | | At 30 March 2025 | 23,183 | 64 | 47 | 23,294 | | Additions | 9,761 | 174 | - | 9,935 | | Remeasurement^{1} | 1,255 | - | - | 1,255 | | Interest expense | 1,219 | 10 | 2 | 1,231 | | Lease payments | (5,401) | (80) | (20) | (5,501) | | At 29 March 2026 | 30,017 | 168 | 29 | 30,214 | $^{1}$ 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. 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 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | Within 1 year | 6,783 | 4,445 | | After 1 year and less than 2 years | 6,495 | 4,518 | | After 2 years and less than 5 years | 13,817 | 9,378 | | After 5 years and less than 10 years | 6,006 | 6,372 | | After 10 years | 1,730 | 2,863 | | Total including interest cash flows | 34,831 | 27,576 | | Less: Interest cash flows | (4,617) | (4,282) | | Total principal cash flows | 30,214 | 23,294 | progrokgroup.co.uk 143 ## 15. Leased assets continued Reconciliation of current and non-current lease liabilities: | £'000 | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | Current | 5,501 | 3,708 | | Non-current | 24,713 | 19,586 | | Total | 30,214 | 23,294 | ## 16. Inventories | £'000 | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | Finished goods and goods for resale | 14,011 | 12,095 | The cost of Group inventories recognised as an expense in the period to 29 March 2026 amounted to £26.3m (30 March 2025: £22.9m). This is included in cost of sales. Within inventory the Group has recognised a provision relating to damaged stock of £13% as at 30 March 2025 (30 March 2025: £129%). ## 17. Trade and other receivables | £'000 | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | Trade receivables | - | - | | Other receivables | 679 | 627 | | Prepayments | 1,595 | 1,853 | | Total | 2,274 | 2,480 | 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 (30 March 2025: nil). No material amounts are overdue as at the reporting date (30 March 2025: 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 £268k (31 March 2025: £129k). ## 18. Cash and cash equivalents | £'000 | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | Cash at bank available on demand | 3,213 | 1,788 | | Cash in transit | 1,203 | 914 | | Total | 4,416 | 2,762 | --- 144 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 145 # Notes to the consolidated financial statements For the 52 weeks to 29 March 2026 continued ## 19. Trade and other payables | £'000 | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | **Amounts falling due within one year:** | | | | Trade payables | 2,934 | 2,086 | | Other payables | 3,171 | 2,581 | | Accruals | 6,734 | 5,086 | | Deferred income | 116 | 78 | | Deferred income relating to gift card sales | 359 | 157 | | Derivative financial instruments | 144 | 177 | | Other taxation and social security | 4,564 | 3,767 | | | **18,022** | **13,932** | | **Amounts falling due after one year:** | | | | Accruals | 61 | 77 | | **Total** | **18,803** | **14,009** | Revenue of £78k was recognised in the year relating to bought forward gift card liabilities (30 March 2025: £29k). 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. ## 20. Provisions | £'000 | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | **Amounts falling due within one year:** | | | | Warranties | 146 | 163 | | Dilapidations | 80 | 110 | | | **226** | **273** | | **Amounts falling due after one year:** | | | | Warranties | 45 | 37 | | Dilapidations | 731 | 602 | | | **776** | **639** | | **Total** | **1,002** | **912** | 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 costs will occur at the end of the term of the lease. | £'000 | Dilapidations | Warranties | Total | | --- | --- | --- | --- | | At 30 March 2025 | 712 | 200 | 912 | | Additions during the year | 122 | 136 | 258 | | Remeasurement | (36) | - | (36) | | Unwinding of discount rate | 23 | - | 23 | | Utilised during the year | (10) | (145) | (155) | | **At 29 March 2026** | **811** | **191** | **1,002** | ## 21. Borrowings | £'000 | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | **Current** | | | | Bank loans | - | 1,805 | | **Total borrowings** | **-** | **1,805** | As at 29 March 2026 the Group has access to an uncommitted trade finance facility which was renewed shortly after year-end, with a reduced facility of £1.0m (previously £6m). 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 29 March 2026: nil (30 March 2025: £1.8m). Shortly after the year-end, on the 13 April 2026, the Group successfully arranged a three-year extension to the RCF which extends the expiry date out to 20 April 2029 and increased the facility by £5m to £15m, to provide additional cash headroom to support operation and investment activities. The increased terms in respect of leverage cover have remained for Q3 test dates for FY27 and FY28 with net debt to be no greater than 3.0x EBITDA. It remains at 2.0x for all other test dates. The fixed charge covenant test remains unchanged, requiring EBITDA to be no less than 1.4x fixed charges. Both covenants are tested quarterly and are calculated on a last 12-month rolling, pre-IFRS 16 basis. The Group had 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. ### Supplier finance arrangements The Group utilises a trade finance facility with HSBC. Under the terms and conditions of the arrangement, invoices are settled by HSBC on their due date with the Group retaining liability for their payment. This facility provides the Group with up to 180 days from invoice issuance to settle the amounts due. The amounts held in the facility at the year-end are as follows: | Carrying amount of financial liabilities £'000 | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | Presented in borrowings | - | 1,805 | | - Of which suppliers have received payment from finance provider | - | 1,805 | | **Range of payment due dates** | | | | Liabilities that are part of the arrangements | 45 - 60 days after invoice date | 45 - 60 days after invoice date | | Liabilities that are part of the arrangements | 45 - 60 days after invoice date | 45 - 60 days after invoice date | | **Comparable trade payables that are not part of the arrangements** | | | ## 22. 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. At 29 March 2026, the outstanding contracts all mature within 24 months of the period end, with committed purchases of $35.9m (30 March 2025: $34.6m). The fair value of the Group's foreign currency derivative financial instruments, categorised as Level 2 on the fair-value hierarchy, are largely determined by comparison between forward market prices and the contract price. The fair-value movement of the foreign currency contracts are detailed in note 9 above. There were no designated hedges in place during the current or proceeding financial year. --- 146 ProGrok Group plc Annual Report and Accounts 2025 procokgroup.co.uk 147 # Notes to the consolidated financial statements For the 52 weeks to 29 March 2026 continued ## 23. Changes in liabilities arising from financing activities | £'000 | At 30 March 2025 | Repayments | Interest | New borrowings | Other gains and losses | At 29 March 2026 | | --- | --- | --- | --- | --- | --- | --- | | Short-term borrowings | 1,805 | (23,751) | 281 | 21,585 | 81 | – | | Lease liabilities | 23,294 | (5,501) | 1,231 | 9,935 | 1,255 | 30,214 | | **Total liabilities from financing activities** | **25,099** | **(29,252)** | **1,512** | **31,519** | **1,336** | **30,214** | Repayment of borrowings as shown in the Consolidated Statement of Cash Flow is made up of repayments of short-term borrowings plus interest plus other gains and losses. ## 24. 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 50. ### 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 29 March 2026 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 £37k lower (FY25: £50k 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. ## 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. ## 24. Financial Risk Management continued ### Financial assets Financial assets measured at amortised cost, which approximates to fair value, comprise trade receivables, other receivables, and cash. | £'000 | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | Trade receivables | – | – | | Other receivables | 679 | 627 | | Cash at bank and on hand | 3,213 | 1,788 | | **Total** | **3,892** | **2,415** | ### Financial liabilities Financial liabilities measured at amortised cost comprise trade and other payables, accruals, borrowings, and lease liabilities: | £'000 | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | Trade payables | 2,934 | 2,086 | | Other payables | 3,171 | 2,581 | | Accruals | 6,734 | 5,086 | | Borrowings | – | 1,805 | | Lease liabilities | 30,214 | 23,294 | | **Total** | **43,053** | **34,852** | Financial liabilities measured at fair value include derivative financial liabilities, as follows: | | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | Derivatives | 144 | 177 | | **Total** | **144** | **177** | --- 148 ProGrok Group plc Annual Report and Accounts 2025 # Notes to the consolidated financial statements For the 52 weeks to 29 March 2026 continued ## 24. Financial Risk Management continued In the 52 weeks ended 29 March 2026, derivatives liabilities are included within the balance sheet under trade and other payables and are recognised under level 2 of the fair value hierarchy. 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 15 for further details) and national insurance contributions on share-based payments, the Group's other liabilities as at 29 March 2026 are all due within less than one year. | £'000 | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | Due within one year: | | | | Trade payables | 2,934 | 2,086 | | Other payables | 3,171 | 2,581 | | Accruals | 6,734 | 5,086 | | Borrowings | – | 1,805 | | Lease liabilities | 5,501 | 3,708 | | **Total** | **18,340** | **15,266** | | £'000 | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | Due within one year: | | | | Derivatives | 144 | 177 | | **Total** | **144** | **177** | | £'000 | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | Due after one year: | | | | Accruals | 61 | 77 | | Lease liabilities | 24,713 | 19,586 | | **Total** | **24,774** | **19,663** | Further maturity of the Group's lease liabilities is set out in note 15. 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 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | Sterling | 3,360 | 2,620 | | US Dollar | 1,040 | 73 | | Euro | 16 | 69 | | **Total** | **4,416** | **2,762** | progrokgroup.co.uk 149 ## 24. Financial Risk Management continued Foreign denominated asset and liability balances held at the year-end are as follows: | £'000 | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | Current assets | | | | Cash and cash equivalents | 1,056 | 142 | | Current liabilities | | | | Trade and other payables | 1,143 | 584 | | Borrowings | – | 1,805 | | **Total** | **2,199** | **2,389** | 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 22. A $0.01 change in the Sterling to USD exchange rate would result in a £4k increase/decrease (FY25: £19k) 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 29 March 2026 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. ## 25. Share capital and reserves | £ | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | 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. At 29 March 2026, these included 1,851,816 shares held in treasury (30 March 2025: 2,028,528). ### 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 26 for further details on share-based payment plans. Retained earnings: All other accumulated net gains and losses and transactions with shareholders not recognised elsewhere. --- 150 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 151 # Notes to the consolidated financial statements For the 52 weeks to 29 March 2026 continued ## 26. 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 29 March 2026 | WAEP (€) | As at 30 March 2025 | WAEP (€) | | --- | --- | --- | --- | --- | | Outstanding at beginning of period | 1,744,328 | 0.79 | 4,446,618 | 0.39 | | Granted during the period | – | – | – | – | | Forfeited/lapsed during the period | – | – | (53,177) | 0.15 | | Exercised during the period | (300,000) | – | (2,649,113) | 0.14 | | Outstanding at period end | 1,444,328 | 0.95 | 1,744,328 | 0.79 | | **Available to exercise at end of period** | **1,444,328** | **0.95** | **1,744,328** | **0.79** | 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 29 March 2026 are exercisable at prices ranging from nil to £1.45 (30 March 2025: nil to £1.45) and all options are exercisable as at 29 March 2026 (30 March 2025: all options are exercisable): | IPO Awards | As at 29 March 2026 | Weighted Average Remaining Months | As at 30 March 2025 | Weighted Average Remaining Months | | --- | --- | --- | --- | --- | | Exercise Price (pence): | | | | | | nil | 754,673 | – | 1,054,673 | – | | 145.0 | 689,655 | – | 689,655 | – | | | 1,444,328 | – | 1,444,328 | – | ### 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 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | Outstanding at beginning of period | 7,762,627 | 4,995,625 | | Granted during the period | 2,344,224 | 3,902,699 | | Forfeited/lapsed during the period | (1,146,137) | (1,135,697) | | Exercised during the period | – | – | | Outstanding at period end | 8,960,714 | 7,762,627 | | **Available to exercise at end of period** | **–** | **–** | The weighted average remaining contractual life of these options as at 29 March 2026 is 1.2 years (30 March 2025: 1.6 years). ## 26. 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 29 March 2026 | WAEP (€) | As at 30 March 2025 | WAEP (€) | | --- | --- | --- | --- | --- | | Outstanding at beginning of period | 1,184,428 | 0.28 | 1,313,394 | 0.31 | | Granted during the period | 753,172 | 0.30 | 303,256 | 0.31 | | Forfeited/lapsed during the period | (116,875) | 0.25 | (432,222) | 0.35 | | Exercised during the period | (85,332) | 0.27 | – | – | | Outstanding at period end | 1,735,393 | 0.29 | 1,184,428 | 0.28 | | **Available to exercise at end of period** | **451,334** | **0.27** | **–** | **–** | 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 29 March 2026 are exercisable at prices ranging from £0.26 to £0.31 (30 March 2025: £0.26 to £0.31) and the weighted average remaining vest period for the SAYE Awards is 19 months as at 29 March 2026 (30 March 2025: 20 months): | SAYE | As at 29 March 2026 | Weighted Average Remaining Months | As at 30 March 2025 | Weighted Average Remaining Months | | --- | --- | --- | --- | --- | | Exercise Price (pence): | | | | | | 27.0 | 451,334 | – | 564,649 | 10 | | 26.0 | 282,000 | 9 | 316,523 | 22 | | 31.0 | 248,887 | 21 | 303,256 | 34 | | 30.0 | 753,172 | 34 | – | – | | | 1,735,393 | 19 | 1,184,428 | 20 | ### Deferred bonus plan The Deferred Bonus Plan (DBP) was first issued in the year, where the CEO and CFO are required to defer a proportion of any bonus paid into shares which will be held for two years. There are no further performance conditions on these shares, other than continued employment. Relating to the prior year bonus, 365,302 shares were issued during the year. As at 29 March 2026, 365,302 shares were outstanding. --- 152 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 153 # Notes to the consolidated financial statements For the 52 weeks to 29 March 2026 continued ## 26. Share-based payments continued ### 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: | LTPS | 2026 | 2025 | | --- | --- | --- | | Share price at date of grant | 40 pence | 26 pence | | Exercise price | 0 pence | 0 pence | | Volatility | 59.3% | 53.1% | | Expected life | 3 years | 3 years | | Risk Free rate | 3.80% | 4.04% | | Dividend yield | 0.00% | 0.00% | | Fair value per option | 40 pence | 26 pence | | SAYE | 2026 | 2025 | | Share price at date of grant | 32 pence | 29 pence | | Exercise price | 30 pence | 31 pence | | Volatility | 59.9% | 54.2% | | Expected life | 3 years | 3 years | | Risk Free rate | 4.34% | 4.02% | | Dividend yield | 0.00% | 0.00% | | Fair value per option | 15 pence | 11 pence | A corresponding charge to the Consolidated Income Statement of £0.4m (FY25: £0.5m) has been made in respect of these share options in the period. In total, including movements of National Insurance accruals, nil has been recognised as a non-underlying cost and £0.5m as an underlying cost during the year ending 29 March 2026 (30 March 2025: £0.2m was recognised as a non-underlying cost and £0.2m as an underlying cost). ## 27. Contingent liabilities The Company had no contingent liabilities at the period-end date (30 March 2025: none). ## 28. 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 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 £47k of donations payable to Life's a Beach (FY25: £44k). During the year, ProCook made payments of £17k to Life's a Beach (FY25: £82k). The amount payable at 29 March 2026 was £38k (30 March 2025: £9k). 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 nil (FY25: £44k). Payments to Conway House totalled nil during the year (FY25: £62k). The amount payable at 29 March 2026 was nil (30 March 2025: nil). ### Key management personnel The key management personnel of the Group comprise members of the Board. | £'000 | 52 weeks ended 29 March 2026 | 52 weeks ended 30 March 2025 | | --- | --- | --- | | Wages and salaries | 1,563 | 1,571 | | Post-employment benefits | 17 | 11 | | Share-based payments (including NI) | 357 | 262 | | **Total** | **1,937** | **1,844** | Details of the remuneration of the Board can be found on pages 90 to 107. --- 154 ProCook Group plc Annual Report and Accounts 2025 # Parent Company Statement of Financial Position As at 29 March 2026 | £'000s | Note | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | --- | | **Assets** | | | | | **Non-current assets** | | | | | Investment in subsidiary | 4 | 69,091 | 69,091 | | Deferred tax asset | 5 | 668 | 934 | | **Total non-current assets** | | **69,759** | **70,025** | | **Current assets** | | | | | Other receivables | 6 | 45 | 57 | | **Total current assets** | | **45** | **57** | | **Total assets** | | **69,804** | **70,082** | | **Liabilities** | | | | | **Current liabilities** | | | | | Trade and other payables | 7 | 8,979 | 7,131 | | Corporation tax payable | | - | - | | **Total current liabilities** | | **8,979** | **7,131** | | **Non-current liabilities** | | | | | Trade and other payables | 7 | 61 | 70 | | **Total non-current liabilities** | | **61** | **70** | | **Total liabilities** | | **9,040** | **7,201** | | **Net assets** | | **60,764** | **62,881** | | **Equity and reserves attributable to shareholders of ProCook Group plc** | | | | | Share capital | 8 | 1,090 | 1,090 | | Share option reserve | 9 | 2,202 | 2,241 | | Share premium | 8 | 1 | 1 | | Retained earnings | 8 | 57,471 | 59,549 | | **Total equity and reserves** | | **60,764** | **62,881** | The Company made a loss after tax of £2.6m in the 52 week period to 29 March 2026 (30 March 2025: £2.6m loss). The financial statements for ProCook Group Plc (Company Registration No. 13679248 (England and Wales)) on pages 154 to 161 were approved by the Board of Directors on 23 June 2026 and signed on its behalf by: Chief Financial Officer 23 June 2026 procookgroup.co.uk 155 # Parent Company Statement of Changes in Equity As at 29 March 2026 | £'000 | Note | Share capital | Share premium | Share option reserve | Retained earnings | Total equity | | --- | --- | --- | --- | --- | --- | --- | | **As at 31 March 2024** | | **1,090** | **1** | **4,099** | **59,664** | **64,854** | | Total comprehensive loss for the period | | - | - | - | (2,246) | (2,246) | | Employee share-based payment awards | | - | - | 495 | - | 495 | | Exercise of options | | - | - | (2,353) | 2,131 | (222) | | **As at 30 March 2025** | | **1,090** | **1** | **2,241** | **59,549** | **62,881** | | Total comprehensive loss for the period | | - | - | - | (2,464) | (2,464) | | Employee share-based payment awards | | - | - | 429 | - | 429 | | Exercise of options | | - | - | (468) | 386 | (82) | | **As at 29 March 2026** | | **1,090** | **1** | **2,202** | **57,471** | **60,764** | --- 156 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk 157 # Parent company financial statements accounting policies For the 52 weeks to 29 March 2026 ## 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 Induent Park, Gloucester, GL10 3EZ. The Company financial statements on pages 154 to 161 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 ## 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, including a severe but plausible downside, the Group remains within its available facility headroom, and no facility covenants would be breached. 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 124 to 125 of the consolidated financial statements. ## 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 – deferred tax asset The Company has recognised a deferred tax asset of £0.7m in the Statement of Financial Position as at 29 March 2026 (30 March 2025: £0.9m). In recognising the asset, the Company has applied judgement in its consideration of recoverability, with the losses expected to be utilised in other Group companies. The recognition of the deferred tax asset in relation to 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 FRS 102 section 29). ## Critical accounting estimates and judgements continued ### 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 29 March 2026, 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 29 March 2026, 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 share-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. Share-based payment charges in group entities are recharged to the parent company, being the entity who will satisfy any eventual share obligation. 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. ### 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. 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. --- 158 ProCook Group plc Annual Report and Accounts 2025 # Parent company financial statements accounting policies continued For the 52 weeks to 29 March 2026 ## 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 it is determined whether indicators of potential impairment (or reversal of previous impairment) exist. If any indicators are identified 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. ## Other receivables Other receivables are initially measured at the transaction price less transaction costs and are subsequently carried at amortised cost using the effective interest method. ## 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. procookgroup.co.uk 159 # Notes to the parent company financial statements For the 52 weeks to 29 March 2026 ## 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 90 to 91. 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 29 March 2026 was £17k (30 March 2025: £11k) 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 29 March 2026 | 52 weeks ended 30 March 2025 | | --- | --- | --- | | Fee payable for the audit of the Company's financial statements | 95 | 75 | | **Total audit remuneration** | **95** | **75** | ## 3. Dividends No dividends were declared or paid in the 52 weeks to 29 March 2026. ## 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 have assessed that no impairment assessment was required at the reporting date. Further details around the valuation of the investment and management's assessment of potential indicators of impairment are set out in the above 'critical accounting estimates and judgements'. In the year ended 29 March 2026 no impairment charge (or reversal of the previous impairment) was deemed necessary (30 March 2025: no impairment charge or reversal). 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%^{1} | Property holding company | | ProCook (Steamer Trading) Limited | 100%^{1} | Property holding company | $^{1}$ Share capital held by ProCook Limited For the year ended 29 March 2026, 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 Indurent Park, Gloucester, GL10 3EZ. --- 160 ProGrok Group plc Annual Report and Accounts 2025 procokgroup.co.uk 161 # Notes to the parent company financial statements For the 52 weeks to 29 March 2026 continued ## 5. Deferred tax The deferred tax asset has arisen due to 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. Movements as follows: | £'000 | Carried forward losses | Share-based payments | Total | | --- | --- | --- | --- | | Deferred tax asset as at 31 March 2024 | 833 | 211 | 1,044 | | (Debt)/credit to profit and loss | – | (110) | (110) | | Deferred tax asset as at 30 March 2025 | 833 | 101 | 934 | | (Debt)/credit to the profit and loss | (360) | 94 | (366) | | Deferred tax asset as at 29 March 2026 | 473 | 195 | 668 | ## 6. Other receivables | £'000 | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | Other taxation and social security | 33 | 43 | | Prepayments | 12 | 14 | | Total | 45 | 57 | 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. ## 7. Trade and other payables | £'000 | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | Amounts falling due within one year: | | | | Trade payables | 90 | 106 | | Accruals | 184 | 62 | | Amounts owed to group undertakings | 8,705 | 6,963 | | Total | 8,979 | 7,131 | | £'000 | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | Amounts falling due after one year: | | | | Accruals | 61 | 70 | | Total | 61 | 70 | 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. ## 8. Share capital and reserves | £ | As at 29 March 2026 | As at 30 March 2025 | | --- | --- | --- | | 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. At 29 March 2026, these included 1,851,816 shares held in treasury (30 March 2025: 2,028,528). ### 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 9 below and note 26 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. ## 9. 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. ### Deferred bonus plan The Deferred Bonus Plan (DBP) was first issued in the year, where the CEO and CFO are required to defer a proportion of any bonus paid into shares which will be held for two years. There are no further performance conditions on these shares, other than continued employment. ### 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 150 to 152. ## 10. Contingent liabilities The Company had no contingent liabilities at the year-end date (30 March 2025: none). --- 162 ProCook Group plc Annual Report and Accounts 2025 procookgroup.co.uk Glossary report Glossary report Financial Statements # Alternative Performance Measures (APMs) 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 it 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 e-commerce launches. | Movement in revenue year on year in the Consolidated Income Statement | Revenue from non-like for like stores and e-commerce 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 30 March 2025, inclusive of any stores which may have moved location or increased/decreased footprint within a given retail centre • E-commerce YoY: ProCook direct website channel only Non-LFL e-commerce revenue relates to sales on the Amazon UK Marketplace | | | | | | **£'000****FY26****FY25****Var %** | | | | | | LFL revenue 71,123 63,414 11.8% | | | | | | LFL e-commerce 30,374 25,055 21.2% | | | | | | LFL retail 40,749 38,559 5.7% | | | | | | **Non LFL revenue 14,364 5,879** | | | | | | Non LFL e-commerce 932 421 | | | | | | Non LFL retail 13,432 5,458 | | | | | | **Total revenue 85,487 69,493 23.0%** | | | | | | Total e-commerce 31,305 25,476 22.9% | | | | | | Total retail 54,182 44,017 23.1% | | 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****FY26****FY25** | | | | | | Revenue 85,487 69,493 | | | | | | Gross profit 57,694 45,715 | | | | | | Gross margin % 67.5% 65.8% | | Non-underlying items | Excluding these items from profit measures provided 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. | | APM | Rationale | Closest equivalent IFRS measure | Reconciliation to IFRS measure | Definition and reconciliation | | --- | --- | --- | --- | --- | | Underlying operating profit | 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 | See Consolidated Income Statement Non-underlying items detailed in note 3 of the consolidated financial statements | Statutory IFRS profit measures before the impact of non-underlying items. Treatment is consistent between financial periods. | | Underlying profit before tax | | | | | | Underlying profit after tax | | | | | | 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 | **FY26** **£'000****Reported** Profit/(Loss) before tax 2,501 Finance expense 1,535 Other gains / losses 818 Depreciation, Amortisation, gains / losses on disposal, impairments 7,596 **EBITDA 12,451** | | | | | | **FY25** **£'000****Non-underlying****Reported** Profit/(Loss) before tax 1,520 (344) 1,176 Finance expense 1,415 - 1,415 Other gains / losses 272 - 272 Depreciation, Amortisation, gains / losses on disposal, impairments 5,713 - 5,713 **EBITDA 8,920 (344) 8,526** | | Underlying 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****FY26****FY25** Underlying profit before tax 2,501 1,520 Tax (expense) (923) (247) **Effective tax % 36.9% 16.3%** | --- 164 ProCook Group plc Annual Report and Accounts 2025 # Alternative Performance Measures (APMs) continued | APM | Rationale | Closest equivalent IFRS measure | Reconciliation to IFRS measure | Definition and reconciliation | | --- | --- | --- | --- | --- | | 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** | | | | | | FY26 FY25 | | | | | | Purchase of property, plant and equipment 4,567 3,828 | | | | | | Purchase of intangible assets 277 - | | | | | | Lease inception costs 366 249 | | | | | | Lease incentives received (117) - | | | | | | **Net capital expenditure 5,093 4,027** | | 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. | | | | | | **£'000** | | | | | | FY26 FY25 | | | | | | Net change in cash and cash equivalents 1,654 747 | | | | | | Add back dividends paid - - | | | | | | Add back change in borrowings 1,805 949 | | | | | | **Free Cash Flow 3,459 1,706** | | Net cash/(debt) | This measure is useful to understand the financial stability of the business and as an indicator of leverage. | Statutory IFRS profit measures before the impact of non-underlying items. Treatment is consistent between financial periods. | 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** | | | | | | FY26 FY25 | | | | | | Cash and cash equivalents 4,416 2,762 | | | | | | Borrowings - (1,805) | | | | | | **Net cash/(debt) 4,416 957** | | 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 | 12 month repeat rate reflects the percentage of customers that acquired in the previous financial year which have made at least one subsequent purchase in the following financial year. | | Number of active customers (L12M) | 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 behaviour and better target marketing activities. | None | Not applicable | Active customers are those that have completed at least one purchase during the last 12 months and whose customer details are recorded on our customer database. | procookgroup.co.uk 165 # Contacts and Advisors ProCook Group plc (registered office) 10 Indurent 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 Magers LLP 131 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 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. procookgroup.com | procookgroup.com