Ultimate Products plcAnnual Report 2024
Welcome to
the Home
ofBrands
Ultimate Products plc
Annual Report 2024
Our Purpose
We provide beautiful and more
sustainable products for every home.
Ultimate Products is the owner of a
number of leading homeware brands
including Salter (the UK’s oldest
housewares brand, est. 1760) and
Beldray (est. 1872).
Our purpose is to provide beautiful and
more sustainable branded products for
every home.
Our focus on sourcing appealing branded
products at prices that resonate with both
customers and consumers has helped
us grow our business during challenging
economic times.
Contents
Overview
01 Highlights, culture and values
02 Investment case
Strategic Report
05 Chair’s introduction
07 Chief Executive’s review
11 Chief Financial Officer’s review
14 Business model
15 Strategic goals
17 Strategy in action
23 Key performance indicators
24 Environmental, Social and Governance Report
38 TCFD and environmental reporting
42 Section 172 statement
44 Principal risks and uncertainties
46 Viability Statement
Governance
48 Board of Directors
50 Chair’s introduction
54 Audit and Risk Committee Report
58 Remuneration Committee Report
78 Directors’ Report and other statutory disclosures
81 Statement of Directors’ responsibilities
Financial Statements
83 Independent Auditor’s Report
88 Consolidated Income Statement
88 Consolidated Statement of Comprehensive
Income
89 Consolidated Statement of Financial Position
90 Company Statement of Financial Position
91 Consolidated Statement of Changes in Equity
92 Company Statement of Changes in Equity
93 Consolidated Statement of Cash Flows
94 Reconciliation of cash flow to the Group
net debt position
95 Company statement of Cash Flows
96 Reconciliation of cash flow to the Company
net debt position
97 Notes to the Financial Statements
Shareholder Information
118 Shareholder information
119 Company information
Highlights 2024
Operational highlights
⊲ Continued to drive productivity through focus on
continuous improvement, including the automation of
hundreds of tasks across the business.
⊲ Opening of the Group’s new European showroom in Paris,
ideally located for hosting both existing and prospective
customers across the region.
⊲ Completion of the rebranding of the iconic Salter
label,elevating its already strong identity and
consumerrecognition.
* Adjusted measures are before share-based payment expense and non-recurring
items and are non-IFRS.
Initiation of the rebranding of Beldray, to both develop a
bold new look and solidify a full brand strategy that puts
the consumer at the forefront of every decision.
Significant reshape of the Board of Directors with the
appointment of Christine Adshead as Non-executive
Chair, Andrew Gossage as Chief Executive Officer, Simon
Showman as Chief Commercial Office, and Andrew Milne
and José Carlos González-Hurtado as new Non-executive
Directors, bolstering the credentials of the Board.
Approval of new Capital Allocation Framework.
Our premier brands
Our culture and values
We are passionate
about product
We always strive to
do the right thing
We love
ourbrands
We invest in
our people
We care about
our community
We go the extra
mile for our
customers
We care about
theenvironment
For more information:
see pages 24-43
Revenue
£155.5m
FY23: £166.3m
Adjusted EBITDA*
£18.0m
FY23: £20.2m
Adjusted EPS*
12.3p
FY23: 15.4p
Statutory EPS
12.2p
FY23: 14.6p
Full year dividend per share
7.38p
FY23: 7.38p
Net bank debt/Adjusted EBITDA*
0.6x
FY23: 0.7x
Financial highlights
For more information:
see pages 05–13
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Ultimate Products plcAnnual Report 2024
Overview Financial StatementsGovernanceStrategic Report
H
ome of Brands
Investment case
We are passionate
about product
Our ambition is to be in
UK and Europe
Overview Financial StatementsGovernanceStrategic Report
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Ultimate Products plcAnnual Report 2024
Compelling
customer proposition
providesresilience
Because we love our brands, we
develop extensive ranges of original
branded products that consumers
want to buy. Our focus on affordability
creates the opportunity for retailers
to price our branded products
competitively compared to their
own-label equivalents. This, combined
with our willingness to go the extra
mile for our customers, makes us
a partner of choice for over 300
retailers across 45 countries. Our
branded product portfolio makes
up 89% of our sales and provides a
resilient core to our business model,
as our brands provide an opportunity
toleveragecustomerloyalty.
Established international
and online presence
provides growth
Whilst proud of our UK heritage, our
outlook is international. Wesee Europe
as the key driver for future growth for
our brands. We have seen considerable
success in working with large European
retailers, and are ready to expand
those, and new, relationships to fulfil
our ambition to be in every home
across Europe. In addition, growth in
Europe is supported by our growing
online presence, as we roll-out our
tried and testedonline model to more
European countries.
Focus on productivity
provides profits
Embedded within our culture is a
desire for continuous improvement.
Our position in the supply chain
brings a complexity which must be
carefully managed. We see this as an
opportunity, as it is a barrier to entry for
competition. Our ability to manage this
complexity is based on our investment
in people, where, through our graduate
development programme, we employ
and develop talent. These talented
individuals enable our successful
investment in systems, where their
ideas and way of thinking have helped
us to drive productivity through the
use of automation. This productivity
allows us to reinvest in higher salaries
to attract more talent, to competitively
price our products for retailers and
consumers, andto increase operating
profit margins for shareholders.
Leading ESG
strategy
For over 20 years, we have been
providing beautiful, more sustainable
products for every home and, in doing
so, striving to do the right thing in
how we conduct ourselves and our
business. We recognise the importance
of maintaining the highest standards
of corporate behaviour and setting the
right example for others to follow. As
our business grows and develops, we
continue to look for ways to improve
and new initiatives that keep our
people, our community, our planet
and our products at the forefront of
everything we do.
What sets us apart?
Number of retailers
300+
Number of countries
45
Sales in Europe
£53.0m
FY23: £49.6m
Gross profit/head
£118k
FY23: £113k/head
1
2 3
In the current year we hit our goal of
reducing plastic packaging by 50%
4
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Going the
extra mile
Strategic Report
Overview Financial StatementsGovernanceStrategic Report
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Ultimate Products plcAnnual Report 2024
Chair’s introduction
Making significant
progress
I am delighted to have taken over as
Chair of Ultimate Products. FY24 was a
challenging period for many consumer
businesses. Despite an uncertain and
difficult macroeconomic backdrop, we have
continued to invest in our strategic plans and
make good progress toward our long-term
priorities. With myself being appointed as
Chair, and Andrew Gossage moving to CEO,
it is an opportune moment to revisit those
strategic plans and priorities and reflect on
what has driven growth for the Company
over the past ten years.
Firstly, our purpose is to provide beautiful
and more sustainable products for every
home. As part of this, we have always
focused on delivering outstanding products
that appeal to households across our key
markets. In addition, we ensure these
products are attractively priced, not only
for consumers but also for our retail
partners, who can earn an equivalent
‘own label’ margin.
For a time, this emphasis on product and
price was our sole focus. Ten years ago,
however, Ultimate Products moved from a
sourcing model, which centred exclusively
on product and price, to a branded model.
Under this new approach, it is our brands,
alongside product and price, that became
a key driver of sales. This change of model
enabled us to simplify and elevate our
business to become the Home of Brands.
Looking back to FY14, our business had
revenues of £49.3m, EBITDA of £1.5m, and
an EBITDA margin of just 3%. At that point,
our owned brands made up just 20% of our
business, with the remaining 80% being
comprised of clearance stock and licensed
brands. This largely non-branded approach
impacted our ability to generate repeat
orders, with Group revenues weighted
towards one-off sales of clearance stock.
Our penetration with supermarkets and
online platforms, the behemoths of general
merchandising, was also low, with just 10%
of our sales coming through these channels.
To address this, over the past ten years
we have concentrated on growing
branded product sales across four strategic
pillars: Supermarkets, Discounters,
Online and International.
Christine Adshead
Chair
We are pleased to have
strong operational progress.
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Chair’s introduction continued
During that time, total Group sales have
increased by over £100m (a cumulative
average growth rate or “CAGR”) of 12%.
Sales to UK supermarkets have increased by
a CAGR of 18.8% from £4.9m to £27m, while
Online sales have increased by a CAGR of
41% from £1m to £28.6m. This growth has
been achieved by expanding our brands in
our key chosen product areas.
80% of our revenue now comes from the
brands we own, and 60% comes from our
two principal brands, Salter (our scales
and kitchen brand) and Beldray (our laundry
and floorcare brand). Between them,
these two British heritage brands have over
400 years of history and incredible consumer
recognition.
Having successfully built up the performance
and recognition of our leading homeware
brands, we are now evolving our business
again, to sell not just based on brand,
product and price and, but also on capability.
We have tremendous brands, a passion for
product and highly attractive price points, all
of which have helped our business to grow.
However, this has all been underpinned
by our formidable and highly advanced
operational capability, refined over several
decades of international trading.
This impressive operational capability, which
allows us to go the extra mile for our retail
customers, is built around our culture of
continuous improvement, which has enabled
us to increase our EBITDA margins from 3%
to 12% while simultaneously growing sales.
We now want to align ourselves with our
retailers’ individual strategies and be a key
strategic partner to them, which is particularly
important during a period of heightened
political and economic uncertainty.
This evolution to selling on capability,
brand, product and price, is reflected
in the development of our Board of
Directors. During the year, Simon Showman
transitioned from his role as Chief Executive
Officer to Chief Commercial Officer. As the
founder of the business, Simon has built a
host of strong relationships with our retail
partners in the UK and Europe and, in
his new role, he will oversee the Group’s
commercial functions including sales,
buying and product development. As we
build long-term relationships internationally,
it is important that we do so at a strategic
level, and Simon’s wealth of experience and
knowledge will be highly valuable in this
regard, helping us drive further growth in the
UK and across Europe.
I would like to take this opportunity to thank
Simon as founder of Ultimate Products for
all he has done so far and wish him well in
his new role. I would also like to thank Jim
McCarthy, who performed an outstanding
job as Chair of Ultimate Products, and Jill
Easterbrook, especially for her inspirational
Leadership of our ESG Committee, who has
also stepped down from the Board during
the current year. Finally, I would like to thank
all of our people at Ultimate Products.
Our ability to evolve our business is as
a result of the energy and ability of our
people. We take pride in being a talent-
led business that offers continuous
improvement to its colleagues through a
multitude of opportunities across all areas
of the organisation. Our graduate scheme
aims to bring the best and brightest talent
into the business and provide them with an
industry-leading training programme, which
is collegial and intellectually stimulating. Our
workforce is unafraid to challenge the status
quo, and the way in which things are done.
This mindset is encouraged, as it allows us to
nurture a culture of continuous improvement.
It is our people that give us confidence that
our strategy is right for driving the business
over the next ten years using an ability to sell
on capability, brand, product and price.
Christine Adshead
Chair
28 October 2024
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A resilient and
scalable business
During FY24, because of the difficult trading
environment, Group revenues and profits
fell short of our expectations. Despite this,
we have continued to focus our efforts on
our long-term strategic priorities to ensure
that the business has solid foundations for
future growth.
Some of the challenges faced during
FY24 have originated in the changes to
consumer demand that occurred as a result
of the COVID-19 pandemic and associated
lockdowns. Namely, during FY22 it became
clear that many retailers were overstocked
because of the rapid changes in aggregate
demand that occurred during the pandemic.
In FY23, the widespread overstocking
issues were mitigated by sales of our energy
efficient products, particularly during the
peak of the cost-of-living crisis in the Winter
of 2023. This phenomenon was typified
by our sales of air fryers, which performed
exceptionally strongly during this period –
reaching £26m of sales – but was unlikely
to be repeated in successive years. In FY24,
air fryer sales returned to a more normalised
£15m, but remain at a significantly higher
level than their pre-FY23 average. For
example, H1 2022 sales were just £2.3m.
As such, we are pleased to see that air fryers
and other energy efficient products are now
firmly embedded in everyday consumer
behaviour, rather than being a passing fad.
In the current year, we began to see the
gradual resumption of normal forward
ordering patterns from our retailer customers
as overstocking issues subsided. This
normalisation began with our discounter
customers in the UK, before gradually
extending to other retail customers. The only
exception to this trend was among German
supermarket customers, which explains why
Group sales to this channel fell £6.4m (37%).
While we therefore believe that the vast
majority of our retailers entered the current
calendar year with normalised stocks levels,
the well-documented decline in general
consumer sentiment, particularly in Spring
2024, led to a reduction in the Group’s
near-term sales from landed stocks (call
off, regular stock and online sales), which
typically achieve a higher gross margin. This
broad slowdown has been widely reported,
with all commentators puzzled by the
subdued consumer demand despite growing
levels of disposable income and the return of
real wage growth in the UK economy.
Overall, these factors resulted in revenue
being down 6.5% for the full year.
strategy is building international
sales, and our new showroom
in Paris is already proving
instrumental in developing
our presence in the hugely
Andrew Gossage
Chief Executive Officer
Chief Executive’s review
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Chief Executive’s review continued
Our Products
Our passion is product, and by sourcing
appealing branded products at prices that
resonate with both our customers and
underlying consumers, we have successfully
grown our top line over the past ten years.
We maintain a diversified product portfolio
across numerous different brands and
categories, which ensures that we are not
overly reliant on any one product type or
consumer trend, though we do concentrate
our product development around key
product areas.
Each year we develop and bring to market
around 600 new products. This refresh of our
product base brings exciting new products
to consumers, but also allows for the reset of
margins where cost structures have changed.
Product development is an investment in the
future; therefore, we need to ensure that we
maximise the return on that investment. One
of the benefits of concentrating growth in
international and online sales is the extension
of product life cycles, as current product
lines can be sold to new consumers through
different channels. This means that we can
tighten our product development process
to bring to market a refined number of
higher-quality and more innovative products,
complemented by a better-branded and more
focused marketing strategy.
During the current year, we have seen
a reduction of sales in our key product
categories. As Small Domestic Appliances
(SDA) includes air fryers, this category
was down by 13% (£8.7m). Historically, our
most popular products among German
supermarkets have been Russell Hobbs
branded cookware. The overstocking issues
at these supermarkets impacted demand for
such products, which led to the 15% (£7.4m)
fall in overall Houseware sales. A separate
effect of the overstocking issues can be seen
in the growth of our small Clearance division,
which saw sales increase 269% (£10.6m).
As mentioned above, the Clearance division
used to be core to the Ultimate Products
business. Although in recent years it has
been surpassed by our branded offering, it
continues to enjoy longstanding partnerships
with big brands, helping them manage
their end of line and overstocking while still
protecting their brands and core distribution.
As retailers and wholesalers have dealt with
their overstock issues, there have been
greater opportunities to purchase and resell
high-quality clearance packages. As these
issues resolve, the opportunities for this
division will recede, but it will continue to
operate as a complementary operational
hedge that increases the underlying
resilience of the Group.
Responding to
challenges
Our Brands
80% of our revenue now comes from the
brands we own, and around 60% comes from
our two principal brands, Salter (our scales
and kitchen brand) and Beldray (our laundry
and floorcare brand). Between them, these
two British heritage brands have over 400
years of history and incredible consumer
recognition. Over the past year we have
refined the development of our portfolio
of brands in a more strategic manner.
This includes focusing our brand product
development on core categories, employing
a more brand-led approach to design, and
concentrating our efforts on building brand
equity, which we use to drive sales volumes.
During the year, we completed a rebrand of
Salter and have since begun the rebrand of
Beldray. With Salter, the rebrand concentrated
on protecting the substantial brand equity
that has been built up since 1760, when the
brand was established. The rebrand gave us
an opportunity to recognise the importance
of consistency across Salter’s various touch
points, made achievable by setting clear
and consistent brand guidelines. Through a
simplified style guide, and the streamlining of
internal processes, we have retained Salter’s
highly regarded brand identity and used this
simplification to strengthen its existing brand
equity. With Beldray, consumer perceptions
of the brand were less fixed, which has
allowed us to be braver and more creative
in its rebrand. Beldray is stepping into the
limelight with bold colours, a tongue-in-
cheek marketing plan and products to make
those daily chores quicker… easier… and
far less hassle. Both rebrands will lay solid
foundations for growing these two brands with
consumers, both in the UK and internationally,
and in a far more consistent and strategically
focused manner, thereby helping to drive
topline growth.
Sales at Salter fell 15% (£10.2m) as a result
of the reduction in demand for air fryers.
Russell Hobbs branded cookware was the
most popular product sold into German
supermarkets, whose overstocking issues led
to a 27% (£4.4m) fall in sales of the Russell
Hobbs brand. The level of ‘Own label and
other’ sales increased by 46% (£8.4m) due to
the level of clearance sales that were made
during the period.
Our Channels
Our three main channels to market are
discounters, supermarkets and online. While
we have always had a strong presence as a
supplier to discounters, over the past ten years
we have grown our supermarket (CAGR: 24%)
and online channels (CAGR: 41%) using our
branded products and operational capabilities.
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Discounters cleared through their overstocks
during FY23, and returned to normal patterns
of ordering during FY24, as can be seen from
the £44.9m of sales made to discounters
in FY24, representing a 1% increase on the
prior year. On the other hand, supermarkets
(especially those serving European markets)
have been slightly behind in terms of clearing
their overstocks. Our sales to German
supermarkets fell 37% (£6.4m) in the period, as
a number of German supermarkets reduced
their forward orders. UK supermarket sales
returned to growth in the period. While in
H1 sales to this channel fell by 5% (£0.7m) as
a result of a fall in demand for air fryers, we
were pleased to see H2 sales grow by 21%
(£3.4m) as more normalised trading resumed.
This resulted in FY24 UK supermarket sales
increasing 8% to £34.7m.
It is in our online channels where the air fryer
comparatives are most pronounced, with
sales being down 59% (£4.4m). It is also in our
online sales channels where the slowdown
in consumer spending has been most visible,
with other (non-air fryer) online sales being
down 23% in the second half of the year.
Our Territories
FY24
£’000
FY23
£’000 Change %
FY24
%
FY23
%
UK 101,152 115,580 (14,427) -12% 65% 69%
Europe 52,990 49,645 3,344 7% 34% 30%
ROW 1,355 1,090 265 24% 1% 1%
Total 155,497 166,315 (10,818) -6.5% 100% 100%
Our Brands
FY24
£’000
FY23
£’000 Change %
FY24
%
FY23
%
Salter 56,354 66,599 (10,245) -15% 36% 40%
Beldray 34,184 35,031 (847) -2% 22% 21%
Russell Hobbs (licensed) 12,059 16,458 (4,399) -27% 8% 10%
Progress 5,871 7,425 (1,554) -21% 4% 4%
Kleeneze 3,188 3,194 (6) 0% 2% 2%
Petra 2,576 3,378 (802) -24% 2% 2%
Premier Brands 114,232 132,085 (17,853) -14% 73% 79%
Other proprietorial brands 14,709 16,036 (1,327) -8% 9% 10%
Own label and other 26,556 18,194 8,362 46% 17% 11%
Total 155,497 166,315 (10,818) -6.5% 100% 100%
Our Product Categories
FY24
£’000
FY23
£’000 Change %
FY24
%
FY23
%
Small Domestic Appliances 58,119 66,813 (8,694) -13% 37% 40%
Housewares 40,603 48,008 (7,405) -15% 26% 29%
Laundry 18,630 18,163 467 3% 12% 11%
Audio 15,160 15,545 (386) -2% 10% 9%
Heating & Cooling 3,028 6,214 (3,186) -51% 2% 4%
Clearance 14,619 3,959 10,661 269% 9% 2%
Others 5,338 7,612 (2,275) -30% 3% 5%
Total 155,497 166,315 (10,818) -6.5% 100% 100%
Our Channels
FY24
£’000
FY23
£’000 Change %
FY24
%
FY23
%
Supermarkets 45,409 49,116 (3,707) -8% 29% 30%
Discount retailers 44,994 44,593 401 1% 29% 27%
Online channels 33,974 41,449 (7,475) -18% 22% 25%
Multiple-store retailers 19,891 22,178 (2,287) -10% 13% 13%
Other 11,229 8,979 2,251 25% 7% 5%
Total 155,497 166,315 (10,818) -6.5% 100% 100%
Our Territories
The other key pillar to our growth strategy is
international sales, accounting for over one
third of FY24 revenues (up from under 5%
in 2014). Over the past ten years we have
been successful using our proven “land-
and-expand” approach to build strategic
relationships with European retailers, and we
believe there continues to be a significant
growth opportunity available to us in the
sizeable European market (population
c.477m). Our European penetration is much
lower than in the UK (population: c.67m),
where we currently sell c.£1.46 of product per
capita. The financial effects of reproducing
that level of penetration in Europe would be
transformational for our business.
Our land-and-expand strategy was
successfully used to grow sales with
German supermarkets. Ten years ago,
we had £nil sales to the largest German
supermarkets. During FY22 and FY23 these
sales reached c.£25m. Although sales fell in
the current year, these German supermarkets
continue to be key strategic retail customers
for the Group.
Andrew Gossage
Chief Executive Officer
ff
trusted brands, beautiful products, attractive price points, and highly
Chief Executive’s review continued
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Chief Executive’s review continued
To capitalise on the potential that Europe
offers, in September 2023 we relocated our
European showroom to Paris, which has
opened opportunities with both French and
pan-European retailers. Among the top ten
retailers across Europe (combined annual
revenues: £600bn), we currently sell to
five (based in the UK and Germany). Of the
remaining five, four are French supermarkets,
which we are now focusing on as part of our
land-and-expand strategy. The initial results
have been encouraging, with sales in France
growing by 78% (£5.3m) year-on-year.
Despite the headwind from German
supermarket overstocking, international
sales were up by 7% to £54.3m. International
sales, excluding German supermarkets, were
up 30% (£43.6m), driven by new customers
in France following the opening of our
European showroom in Paris and through
growth with international discounters.
Culture of continuous improvement
Building strategic relationships with our retail
partners is a key priority for the Group. Our
appealing price point is what initially makes
our products attractive, allowing them to
earn a margin that is equivalent to own label.
However, what drives repeat orders is our
unrivalled execution, which builds trust and
respect. As well as selling on product and
price, our consistency and quality of service
also enables us to sell on capability.
Our position in the supply chain makes our
business complex; we work with over 500
factories and retailers and deliver over 3,000
types of product to our end consumers.
While this means our business model cannot
be simple, we consistently and seamlessly
navigate the intricacies of both our model
and global supply chains to strive to
provide an unbeatable level of service for
our retail partners. We believe it is our
unrivalled execution that makes us a strategic
partner to many of the UK and Europe’s
leading retailers.
While we cannot make our business simple,
we can strive to make our business simpler.
This enables us to become more focused
on the areas where we excel, and which
have proven long-term growth potential.
This mindset can be summarised as
“do less, do it better”. At the most
rudimentary level, doing less may mean
challenging ourselves as to whether
individual tasks are necessary, but it
encapsulates a laser-focused approach to
all that we do. “Do it better” can encompass
a range of solutions, such as process
change, robotic automation and AI. Over
the past year, we have automated hundreds
of low-skill, low-reward tasks, ultimately
increasing the ability of our workforce to
focus on higher value activities. By solving
issues with automation, we are able to
increase productivity and improve accuracy.
This results in a better customer experience,
helping to drive sales, with the savings
being reinvested in price, quality and
marketing spend. This focus on productivity
and improving our operational efficiency
and capability has seen an increase in
gross profit per colleague of 4% to £118k
(FY23: £113k).
Shipping
During the year, we have once again seen
supply chain disruption. While the disruption
in the current year, caused by political
tensions related to the Red Sea, is less
severe than the crisis in FY22, when rates
peaked at $18,000 due to severe availability
issues, it led to an increase in shipping costs
due to longer shipping routes, with spot
rates reaching a peak of $9,000 during the
Summer, before falling in the Autumn to
around $4,500. Increases in shipping
costs, which typically represent 5-10% of
our cost of goods sold, potentially impacts
our gross margin. However, we are
continually taking commercial actions to
mitigate the rate increases and historically
we have proved highly adept at navigating
times of price volatility.
Although weak UK consumer sentiment
continues to hold back short-term sales
in the UK, we are pleased to see growing
momentum internationally, with strong
demand for our leading homeware brands
being driven by European discounters.
In addition, we are encouraged by the
easing of the current margin headwind to
freight rates. Therefore, whilst UK trading
remains challenging, we believe that
gradually improving consumer sentiment
and the significant opportunity in Europe
will drive sales growth in the medium term,
giving the Board cautious optimism for the
year as a whole and hence maintaining its
expectations for the current financial year.
Andrew Gossage
Chief Executive Officer
28 October 2024
Andrew Gossage
Chief Executive Officer
We are cautiously optimistic
given the proven resilience of
our business model.
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Investment in productivity
protects profits
FY24
£’000
FY23
£’000
Change
£’000
Change
%
Revenue 155,497 166,315 (10,818) -6.5%
Cost of sales (115,043) (123,568) 8,525 -6.9%
fi 40,454 42,747 (2,293) -5.4%
Administrative expenses (22,432) (22,534) 102 -0.5%
Adjusted* EBITDA 18,022 20,213 (2,191) -11%
Depreciation & amortisation (2,191) (2,260) 69 -3%
Finance expense (1,381) (1,132) (249) 22%
fi 14,450 16,821 (2,371) -14%
Tax expense (3,820) (3,560) (260) 7%
fi 10,630 13,261 (2,631) -20%
Share-based payment expense (137) (837) 700 -84%
Tax on adjusting items 34 162 (128) -79%
fi 10,527 12,586 (2,059) -16%
* Adjusted measures are before share-based payment expense and non-recurring items.
During the period, Group revenues decreased 6.5% to £155.5m (FY23: £166.3m), with
supermarket ordering held back by overstocking, weakened consumer demand for general
merchandise, and strong prior year comparatives having been bolstered by the exceptionally
strong demand for energy-efficient air fryers in H1 2023.
We are proposing maintaining
fl
fi
future prospects of the Group.
Chris Dent
Chief Financial Officer
ffi
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Strategic Report
ffi continued
Operating margins
Gross margin remained stable at 26.0% (FY23: 25.7%), as we continued to benefit from low
freight rates during the year. Shipping rates began to rise again during the Spring of the
current financial year and will impact our gross margin in the first half of FY25. The stable
gross margin in FY24 means that gross profit fell by just 5% to £40.5m (FY23: £42.7m).
Administrative expenses remained steady at £22.4m (FY23: £22.5m). During the year, we
have continued our focus on continuous improvement to drive productivity. As a result, our
wage bill, which makes up 70% of our other administrative expenses, fell 3% to £15.8m (FY23:
£16.2m), as our full-time equivalent (FTE) headcount fell 5% to 368. We continue to invest in
the long-term growth of the business, increasing our spend on marketing by £0.1m to £1.2m,
and through the successful opening of our Paris showroom, which had a one-off cost of
around £0.1m.
Despite improved gross margins and reduced overheads, achieved as the business continues
to invest in productivity, the 6% fall in revenue has caused EBITDA to fall back to £18.0m
(FY23: £20.2m), with a resultant drop in EBITDA margin from 12.2% to 11.6%. Looking forward,
the efficiency gains that we have embedded through our continued investment in productivity
will help to drive profitability as we return to topline growth.
fi
Depreciation and amortisation decreased marginally by 3% to £2.2m (FY23: £2.3m). The
finance charge has increased by 22% to £1.4m (FY23: £1.1m) as several highly beneficial
hedging instruments came to an end during the period, meaning that more of the Group’s
debt is subject to current floating rates, which has offset the result of lower average net debt
across the period. Around £0.2m of the charge relates to fixed debt-related costs and imputed
interest charges on capitalised lease liabilities.
As a result, adjusted profit before tax decreased 14% to £14.5m (FY23: £16.8m). The tax charge
for the period increased by 20% as we saw the impact of a full period of the increased UK
corporation tax rate from 19% to 25%. The tax charge for the period at 26.4% (FY23: 21.3%)
was higher than the blended statutory rate of 21% due to the higher statutory rate of tax paid
on our European foreign branches in Germany and Poland. The impact of the change in tax
rates led to a 20% decrease in adjusted profit to £10.6m (FY23: £13.3m) and a 16% decrease in
statutory profit after tax to £10.5m (FY23: £12.6m).
Earnings per share
Despite the reduction in our issued share capital of 683,885 shares to 88,628,572 (FY23:
89,312,457), which resulted from our share buy-back programme, the number of shares held
in our Employee Benefit Trust has reduced following the successful vesting of employee share
options schemes. This has resulted in the weighted average number of shares increasing 0.3%
to 86,556,581 (FY23: 86,310,315).
2024
£’000 EPS
2023
£’000 EPS
Adjusted profit after tax/Adjusted EPS 10,630 12.3 13,261 15.4
Share-based payment expense (137) (0.2) (837) (1.0)
Tax on adjusting items 34 0.0 162 0.2
Statutory profit after tax/Basic EPS 10,527 12.2 12,586 14.6
As a result, both adjusted profit after tax and adjusted earnings per share decreased by 20%.
fl
The Group generated cash from operating activities of £18.5m (FY23: £24.4m), representing a 103%
operating cash conversion (FY23: 121%). This meant that at the period end, the Group had a net bank
debt/adjusted EBITDA ratio of 0.6x (FY23: 0.7x), which represents net bank debt of £10.4m (FY23:
£14.8m). The Group makes use of term loans for longer-term funding, such as acquisitions, whereas
our invoice discounting and import loan facilities are designed to fund our working capital, and
automatically increase in relation to our levels of trading. During the year the Group fully repaid the
acquisition debt related to the transformational acquisition of Salter in FY21. We continue to hold £37m
of debt facilities for the purpose of funding working capital.
2024
£’000
2023
£’000
Change
£’000
Change
%
Cash 4,733 5,086
RCF/Overdraft (4,791) (5,004)
Invoice Discounting (8,765) (8,950)
Import Loans (1,668) –
Term loan – (6,000)
Debt Issue Costs 73 73
(10,418) (14,795) 4,377 -30%
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Strategic Report
Capital allocation policy
It is the Board’s intention to maintain the net bank debt/adjusted EBITDA ratio at around 1.0x,
with the debt being used to fund the Group’s working capital. The Board believes that this
level of leverage is an efficient use of the Group’s balance sheet and allows for further returns
of capital to shareholders. It is the Board’s intention to continue to invest in the business for
growth, whilst returning around 50% of post-tax profits to shareholders through dividends, and
to supplement this with share buy-backs, which commenced during the course of the year,
pursuant to a policy of maintaining net bank debt at a 1.0x adjusted EBITDA ratio.
In line with our established policy of distributing around 50% of the Group’s adjusted profit
after tax, the Board is pleased to propose a final dividend of 3.93p per share (FY23: 4.95p per
share). In addition, the Board is also proposing to distribute a further 1.0p per share to maintain
the total dividend for the year at 7.38p per share (FY23: 7.38p per share), reflecting the Board’s
confidence in the future prospects of the Group, and the year-end leverage being below the
1.0x adjusted EBITDA ratio required by our Capital Allocation Policy. Subject to shareholder
approval at the AGM on 13 December 2024, the final dividend will be paid on 31 January 2025
to shareholders on the register at the close of business on 3 January 2025 (ex-dividend date
2 January 2025).
Chris Dent
Chief Financial Officer
28 October 2024
ffi continued
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We source
Our buying teams source over
3,000 products. To protect our
brands and ensure the quality
and sustainability of what we
source, we have in-house teams
of quality assurance professionals.
We develop brands
Spotting trends early, being innovative and
developing beautiful products is key for
providing competitively priced branded
ranges that consumers want in their homes.
We invest in people
It is our people that drive our business
model, especially our culture of continuous
improvement, which provides a world class
service to our customers and achieves
productivity gains which drives profitability.
We distribute globally
Our supply chain team ensure
smooth service for our customers,
helping navigate supply chain
complexities through our deep and
long-lasting relationship with trusted
partners. We have developed systems
and applications that can manage
the complexity of supplying retail
and online in a cost-effective and
scalable manner.
We protect our brands
We are privileged to own a wide
portfolio of housewares brands, including
Salter, established in 1760, and Beldray,
established in 1872. We are passionate that
the products we source reflect the prestige
of these brands. Through our innovation
and marketing, we build and grow
awareness of these brands.
We fi
At the centre of our strategy is
our desire to become the leading
supplier of quality homeware
products with an ambition to be
in every home across the UK
and Europe.
Our priorities when
pursuing our strategy are:
To generate repeat business
and through this deliver
increased revenue and
higheroperatingmargins.
To have a unique product offering
achieved through innovation and
a focus on ourbrands.
To have best-in-class execution
in everything that we do.
To be focused on our four key
growth drivers.
To exercise strong fi
disciplines in management of
operating costs, cash and risk.
We sell to retailers
Our UK and European sales teams sell
to over 300 retailers in 45 countries. In
addition, we have a growing online business
with direct-to-consumer offering. Supply
channels include bespoke forward orders
as FOB or landed, along with a growing
direct-from-stock option.
What we do…
Business model
A model for growth
Overview Financial StatementsGovernanceStrategic Report
14
Ultimate Products plcAnnual Report 2024
International sales £’m
Online sales £’000
30,000
25,000
2023 20242020 2021 2022
10,000
15,000
20,000
5,000
0
40,000
35,000
45,000
60,000
50,000
20232020 2021 2022
20,000
30,000
40,000
10,000
0
2024
Strategic goals
Our purpose is to provide beautiful and more sustainable products for
every home, and our strategy is to develop our portfolio of consumer
goods brands, led by Salter and Beldray.
Strategy Goals Progress Focus for next year Performance
Growing our
international
sales reach
Our product offer of branded general
merchandise at mass-market prices
is compelling for consumers in other
territories, just as much as it is in the
UK. Currently, Europe is an important
part of Ultimate Products’ strategy,
and the Group has a number of
strong and growing relationships
with leading supermarkets and
discounters in the region.
We currently sell £1.46 of product per
head in the UK, in Europe this is only
£0.11. If we achieved the same level of
penetration with European consumers
as we have with UK consumers, our
total sales could reach £1bn.
Our medium-term goal is to expand
our geographical sales reach so that
international sales make up 50% of
our total revenues.
To capitalise on the potential that Europe
offers, in September 2023 we relocated our
European showroom to Paris, which has opened
opportunities with both French and pan-European
retailers. Out of the Top Ten retailers across
Europe (Revenues: £600bn), we currently sell
to five (based in the UK and Germany). Of
the remaining five, four of these are French
supermarkets. These are our next targets for
our land-and-expand strategy. The initial results
have been very encouraging, with sales in France
growing by 78% (£5.3m) year-on-year.
Despite the headwind in relation to German
supermarket overstock, international sales
were up by 7% to £54.3m. Excluding German
supermarkets, other international sales were
up 30% (£43.6m), driven by new customers in
France following the opening of our European
showroom in Paris, and through growth with
international discounters.
Our focus is to grow our presence with European
supermarkets. We are an established partner with the
largest German supermarket chains, and our focus
will be on returning these relationships to growth as
overstocking issues subside. The presence of our
European showroom in Paris is designed to help
us open trade with the largest French supermarket
chains.
In addition, we will look to grow brand awareness
with local consumers by offering our products online
using platforms such as Amazon and eBay. This dual
approach to growing internationally helps to grow
awareness of our brands by being present in both
trusted retail outlets, and websites.
Finally, we have seen strong growth in FY24 with
European discounters, and our focus will be to grow
these accounts on a sustainable basis, by increasing
our sales of core branded products.
Expanding
our online
ff
We have been successful in growing
our nascent online business over the
past five years. Our objective has
been to grow this business to 30%
of revenue over the medium to long
term, based on the fact that online
accounts for over 25% of non-food
retail sales in the UK.
In addition, we believe that there
is further scope for growth via a
roll-out across selected international
platforms.
In FY23, our online offering grew at an
outstanding 64% off the back of the popularity of
air fryers. This level of growth was unsustainable,
with sales slipping back during the current year
by 18% (£7.5m) to £33.9m. Air fryer sales were
down 59% (£4.4m). In addition, our online sales
channels felt the slowdown in consumer spending
during the second half of the year, with non-air
fryer online sales being down 23% in the second
half of the year.
This meant that our level of online sales fells back
to 22% of our sales, below the 30% target.
Although sales slipped back in FY24, the CAGR for
the past ten years is 40%. Therefore, we see this as
a temporary setback following from the high level of
growth seen in FY23.
We believe that our online offering in Europe has
significant room for expansion, and we continue to
invest in branding and marketing expenditure on
third-party websites, such as Amazon, to increase
awareness of our brands.
In addition, we continue to invest in our own online
platforms (Salter.com, Beldray.com and Homeofbrands.
com) and continue to explore selling our products on
other online platforms to provide resilience against
customer concentration on any one platform.
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1,500
1,250
2023 20242020 2021 2022
500
750
1,000
250
0
New products developed
Operating margin %
15
12.5
5
7.5
10
2.5
0
20232020 2021 2022
2024
Strategic goals continued
Strategy Goals Progress Focus for next year Performance
fi
our brand
and product
development
to protect
and grow the
business
Over the past five years, we have
pivoted from being a licence holder
to a brand owner, which gives us the
responsibility of curating heritage
brands.
In addition, one of the benefits of
concentrating growth in international
and online sales is the extension
of product life, as current product
lines can be sold to new consumers
through different channels. This
means that we can tighten our
product development process to
bring a better products to market.
We have continued on our rebranding journey,
with the completion of our rebrand of our iconic
Salter brand. In addition, we have started the
journey of revitalising and creating a new identity
for Beldray.
During the current year we have introduced
556 new products to market, in line with our aim
of bringing 600 products to market. This has
allowed us to concentrate our efforts on bringing
to market a refined number of higher-quality
products, complemented by a better-branded and
more focused marketing effort.
During FY25, our key focus will be the rebrand of
Beldray. Whilst Beldray has been one of our key
brands, our market research has highlighted that
there was sometimes a disconnection between the
overarching look across our product portfolio that
left consumers lacking a cohesive brand experience.
During FY25, the new identity of the brand will be
rolled out, with a simplified and sharpened brand
image that will help build equity that our current
branding lacks.
Investment
in our
systems and
processes
Our position in the supply chain
between manufacturers and
demanding retailers brings
complexity. Our systems and
processes allow us to manage this
complexity for our customers.
Therefore, a key part of the Group’s
strategy for developing our business
is the automation of as many of
our processes and interactions as
possible. This will not only enhance
customer service and thereby
increase sales, but also improve
corporate efficiency, reducing costs
and increasing profitability.
In the current year, we have made strong progress
in terms of automating tasks and using the
technology of robotics and AI to drive productivity.
Over the year we have automated 681 tasks,
saving around 756 hours a week, which in turn
creates over £663,000 of cost savings.
The KPI which we have used for this strategic
goal has been our operating margin, which has
slipped from 12.2% to 11.6%. However, this is
despite the 6.5% fall in revenue. Overall, we have
continued to see the benefits of the our focus
on productivity and improving our operational
efficiency in the increase in gross profit per
colleague of 4% to £118k (FY23: £113k).
We will continue our journey of automation; our
focus will be to prioritise the tasks which provide the
greatest level of return for the business in terms of
people hours saved.
However, in FY25, we are also embarking on the
replacement of our ERP system which is reaching end
of life. Therefore, some of our focus will be on how this
system replacement can be successfully implemented
whilst improving efficiency.
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Strategy in action: Execution
Q & A
with Andrew Gossage
and Simon Showman
Q
Simon and Andrew, can you
tell us a bit about yourselves
and your careers to-date?
A
Simon: I grew up in Prestwich, a town
a few miles north of Manchester,
and attended a local Jewish school.
Following the sudden death of my
father when I was 15, I began working
for an auctioneer to support my
family. I was initially helping to set
up, but was eventually given my own
team, after a particularly successful
day when I stood in for my then-
boss and took double the amount of
moneyforecasted.
This taught me a huge amount
about business, including what
makes consumers put their hand
up to buy something, especially
in relation to products for the home,
which were the items I was primarily
selling. Following my work there,
I co-founded Ultimate Products,
where I’ve incorporated many of
the learnings from my auctioneering
days, including a relentless focus on
product, brand, and price.
A
Andrew: I grew up in Liverpool, where
I went to the local state school and
became a father at 17, before landing a
place to study history at the University
of Cambridge. Juggling my studies
with early fatherhood was of course
difficult, but my then-girlfriend (now-
wife) Tracy and I made it work, and
today we are delighted to have not
only a successful son, Michael, now
a solicitor, but also two wonderful
grandchildren.
Following university, I trained to
become a chartered accountant
and my first job in industry was
with Mersey Television (now Lime
Pictures). I oversaw the sale of the
business to All3Media in 2005, and
joined Ultimate Products in the same
year, initially as Finance Director.
In 2014, together with Simon and
Barry Franks, I led the management
buyout of Ultimate Products using
personal money and support from
HSBC, at which point I became
ManagingDirector.
During the year Andrew Gossage was
appointed as CEO, with Simon Showman
transitioning to become Chief Commercial
Officer. We discuss their careers to date, and
the reasoning behind their change inroles.
17
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It’s hard to overstate the positive
impact of Barry Franks – who remains
a significant shareholder and Life
President – on Ultimate Products. Not
only did he help the business grow
and evolve, but his ethos of ‘always
do the right thing’ still guides us and I
hope it always will.
Q
Andrew, what attracted you to join
Ultimate Products in 2005?
A
Andrew: I joined Ultimate Products
in 2005 when Lloyds Development
Capital (LDC) acquired a 46% stake.
This was shortly after I left Mersey
Television, where LDC had been an
investor prior to its sale to All3Media.
Back then, I’d describe Ultimate
Products as a rough diamond. It had
tremendous energy, and the huge
potential was abundantly clear, but
it was still very much in start-up
phase. It needed to professionalise,
and that’s where I thought I could
make a difference. When I joined,
I implemented robust systems,
improved how we managed
stakeholders, undertook efficiency
programmes and introduced our
Graduate Scheme, which today is one
of the biggest in the North West.
Q
Simon, what’s the story behind the
founding of Ultimate Products?
A
Simon: After six years of
auctioneering, I decided to strike out
on my own. Armed with some savings,
and the help of my then-girlfriend (now
wife) Hayley, I began buying carpet
tiles and blinds in bulk from America
and selling them to DIY retailers.
During this time, Hayley introduced
me to Barry Franks, an experienced
local businessman, and in 1997 we
became business partners. We soon
moved our burgeoning operations
into the first floor of Manor Mill, Barry’s
120-year-old former cotton-spinning
mill in Oldham, thereby marking the
official start of Ultimate Products.
Barry’s mentorship and support were
transformational to our early years.
After 18 months together, we’d grown
so much that we’d taken over all four
floors of Manor Mill (which remains our
headquarters to this very day).
Q
How important was the transition
fl
A
Andrew: Focusing on our brands is
one of the most important decisions
we have made. We chose this route at
the end of 2013, and it’s been critical
to our success. Mass market, value-
led, consumer goods brands for the
home are an appealing proposition, to
both retailers and consumers, and our
commitment to owning such assets
has helped us to increase the size and
frequency of retailer orders.
This repeatability enables us to
negotiate lower prices from our
manufacturing suppliers, extend
supplier credit terms and lower the
levels of supplier deposits, which, with
the operational efficiencies inherent
in higher volumes, has benefitted our
profits, half of which we distribute to
shareholders as dividends.
Simply put, by building brand equity
we, in turn, generate shareholder
equity. This strategy has worked
incredibly well, and today we are
as committed as ever to providing
beautiful products for every home,
driven by the brands we own,
particularly Salter and Beldray.
Strategy in action: Execution – Q & A continued
Q
And how is the business
A
Andrew: Ten years ago, we moved
from a sourcing model, selling on
product and price, to a branded
model, selling on brand, product
and price. Now we are evolving
again to sell on capability, brand,
product and price. We have some
tremendous brands – in particular
Salter and Beldray, which account
for 60% of our revenues – and these
are underpinned by our formidable
operational capability, refined over
several decades of international
trading. We now want to align
ourselves with our retailers’ individual
strategies and be a key strategic
partner to them, during a period
when the world is more complex and
unpredictable than at any time in
recent memory.
Q
UP is 27 years old, and you’ve been
What achievements are you most
proud of in that time?
A
Simon: There are many, but the
one that stands out to me is our IPO
in March 2017. We were backed
by a range of high-profile asset
management firms. The flotation
also enabled us to welcome new
shareholders to the register and
continue on our journey of growth
and development. Admission to
the London Stock Exchange was
something I could never have
Andrew Gossage
Chief Executive Officer
world’s best branded consumer
goods business.
18
Ultimate Products plcAnnual Report 2024
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Strategic Report
expected when we set up shop on the
first floor of Manor Mill. To be listed
alongside so many other strong global
businesses really brought home all
that we had achieved.
Q
Simon, why did you decide to pass
the baton on to Andrew as CEO
earlier this year?
A
Simon: Andrew and I have been
working together for nearly two
decades now. Like Barry, the
contribution that Andrew has made to
Ultimate Products has been nothing
short of transformational. His skills and
my own are entirely complementary.
While I count myself, and Barry, as
traders at heart, Andrew is a laser-
focused operator, and has laid the
foundations that enabled us to grow
and scale.
My passion has always been sitting in
front of customers and working closely
with our buying and sales teams to
drive the business forward. With this
role change, I’ll be able to commit
even more of my time to selling our
capabilities into retailers, particularly
at a senior executive level. I’ll also be
able to initiate and widen key retailer
relationships in Europe, where we see
enormous potential for growth.
While doing that, I know the business
will be safe under the very capable
and experienced leadership of
Andrew. We’re very fortunate to have
someone like Andrew at the helm.
Q
fi
role of CEO and what are your main
priorities?
A
Andrew: Day-to-day it’s fairly similar.
Simon and I have run the business
together for nearly two decades
now and will continue to do so going
forward. That being said, the title does
undoubtedly help when it comes to
stressing our strategic goals. My main
priorities are to ensure maximum
focus on our brands, particularly Salter
and Beldray, and to support the push
into the sizeable European market.
Q
business?
A
Andrew: We’re hugely optimistic
about the future of Ultimate Products.
We believe that we really are the very
best at what we do, with some best-in-
class brands and a truly global market
to go after. The total addressable
market is the 1.5bn kitchens across the
world, and in the long run, there’s no
reason we can’t meaningfully target a
large portion of these.
The first stop on that mission is
mainland Europe, where we recently
opened our hugely impressive Paris
showroom, which has already been
the location for many productive
meetings with some of Europe’s
largest supermarkets and discounters.
We’re also very excited about our
investment in AI and robotics, which
is driving productivity by automating
tasks. Although it is relatively early
days, we are already seeing positive
results that support our operating
margin. Over the past year, we
have automated 681 tasks, saving
approximately 756 hours each week,
which translates into cost savings
of £663,000. We’re continuing to
progress our efforts here and I’ve
no doubt that the programme will
generate further savings in the coming
years.
Q
How would you describe the culture
and ethos of the business?
A
Simon: Our people make this business
and I, along with Andrew and Barry,
have always been focused on sharing
our successes with them, many of
whom are shareholders alongside
us. Our people work incredibly hard
because they’re looked after, get
promoted and can see a bright future
as part of Ultimate Products. This
is reflected in our culture, which is
dynamic, enthusiastic, and brimming
with optimism. It’s a delight to see.
A
Andrew: To add to Simon’s comments,
which I wholeheartedly agree with,
I’d also say that ours is a deliberately
bottom-up culture of continuous
improvement, designed to meet the
inevitable complexity of supplying
national and multinational retailers.
One example of this in action is
our robotics and AI programme.
Here, various teams present us
with challenges, which our process
development team then addresses
using advanced technology. This
demand-driven approach allows
us to focus on resolving the tasks
that create the most friction within
our business. By automating these
processes, we not only solve
critical issues but also foster a more
engagedworkforce.
Our unique, innovative, and highly
motivated culture has been largely
shaped by our graduate development
scheme. This scheme is central to
our employee strategy and draws
inspiration from professional service
firms, although it is quite uncommon in
our industry. To truly appreciate it, you
need to experience it firsthand!
Strategy in action: Execution – Q & A continued
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Strategy in action: Beldray rebrand
There were many different considerations
when deciding to rebrand Beldray, but every
approach led us to the same conclusion; this
heritage brand has so much more to give!
We kicked off the project by turning to
our consumer. The market research we
carried out clearly showed a love amongst
consumers for Beldray products, with
key purchase-drivers being the product
features, performance and product quality.
Yet, it also highlighted that there was
sometimes a disconnection between the
overarching look across our product portfolio
that left consumers lacking a cohesive
brandexperience.
This gave us a real sense of opportunity;
if we were to build on the existing product
portfolio, performance and quality but
develop a new, clear brand identity, we can
really drive the brand forward evenfurther.
Alongside consumer research, we were led
by a desire to unify our existing touch points
including packaging, online, and marketing.
We recognised that we could simplify and
sharpen our brand image and create a new
strong brand strategy to really resonate with
consumers and build equity that our current
branding lacks.
We also recognised that much of the
cleaning electrical, household and laundry
products in the market had become rather
clinical and masculine and felt that there
wasa potential gap for Beldray to fill.
The new branding takes some risks and
breaks the mould a little, featuring bright
colours and a bold look to bring some fun to
everyday chores. While some love cleaning,
many do not, so we wanted to ensure we
were attracting consumers to a fun and
brighter way of viewing their weekly to-
do list. We also recognised that everyone
is busy and that cleaning the home can
consume precious hours, so again chose to
really play into this with our efficient products
and ease-of-use messaging.
The colour strategy was designed to bring
joy back into the household, with four vibrant
and fun colours chosen, underwritten by a
consistent use of bright yellow – the brand’s
Beld-”ray” of sunshine. The four colours
demarcate the product categories, giving
a clear identity to each division, while still
providing an overall style guide that brings
cohesion to the brand.
Between us,
we’ve got this
for Beldray, and the chance to
be braver, be brighter and be a
lot more fun. Beldray is stepping
into the limelight with bold
easier… and far less hassle.
Tracy Carroll
Brand Director
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The new guide also introduces our Beldray
pets – “Belle” the cat and “Ray” the dog, two
new faces to spot across Beldray packaging
and wider touch points!
Wanting to go much further than just a new
look, we have delved deeper to solidify a
full brand strategy that put the consumer at
the forefront of every decision, including the
implementation of new brand values, mission
statement and vision.
As part of the rebrand, we have carefully
considered our messaging, with a focus on
earning the trust of the everyday consumer
and emphasising that Beldray understands
how they feel.
The new tagline, “Between us, we’ve got
this”, encompasses this shared experience
with the consumer and highlights a sense
of togetherness. Beldray recognises that
a problem shared is a problem halved and
that it is here to halve it with its consumers –
whether that be mopping the kitchen floors
after a messy dog walk, or keeping windows
fingerprint-free. Beldray products make the
chaos of daily life easier for everyone.
The tagline also acknowledges that cleaning
tasks can be a chore, but with added value
from Beldray, you can take your to-do list
from aspirational to achievable. Whether it’s
speed, efficiency, ease-of-use or improved
results, we are committed to developing
quality products that add value to our
consumers’ daily routine. This is something
we allude to across our product packaging
and all touch points.
A refreshed Beldray logo further signifies
the new brand values, offering a softer look
to align with the new approachable and
dependable brand personality.
We want to encourage our consumers
to laugh at the chaos of everyday life,
something that we will instil through our
marketing activations and wider touch points.
We really feel that humour is undervalued
and that by adding this, we can show our
consumers that we are on their side and
encourage them to laugh at the craziness
and chaos, rather than feeling overwhelmed.
Following a sneak peek in Summer 2024,
providing the industry with the chance to see
behind the scenes of the new brand identity,
the new packaging will hit stores in 2025.
We really feel that the new packaging will
brighten the in-store experience for shoppers
and offering a clear and coherent brand
identity that takes them from aisle to aisle.
Strategy in action: Beldray Rebrand continued
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Strategy in action: Culture of continuous improvement
Andrew Gossage
Chief Executive Officer
We want to build strategic
relationships with our
retail partners.
Our retail customers are initially attracted by
our appealing price point, allowing them to
earn a margin that is equivalent to their own
label. What generates repeat orders is our
unrivalled execution, which builds trust and
respect. Key to our execution is making what
we do as simple as possible. Our ability to
grow sales is directly linked to consistently
providing the best service to our retail
partners. We have, therefore, been relentless
in developing our systems and, in recent
years, have established a strong company
focus on operational simplification.
Our position in the supply chain makes
our business complex. While the level of
service that we offer means our business
model cannot be simple, we consistently and
seamlessly navigate the intricacies of our
model to guarantee an unbeatable level of
service for our retail partners. Our unrivalled
execution, combined with our beautiful, more
sustainable products, make us a strategic
partner of choice to many of the UK and
Europe’s leading retailers.
Our diverse operations increase the
robustness of our business model. Dealing
with a large number of factories, and
continuing to seek to reduce our exposure to
suppliers in China, both offer further security,
which in turn provide safeguards in the face
of supply chain volatility and quality control
issues. Consciously choosing to deal with
a wide range of different customers also
protects us from the impact of fluctuating
demand levels caused by overstocking
and the cyclical decisions of retailers (e.g.
turning towards own-label). The breadth of
our offering avoids any overreliance on any
given product line, allowing us to maintain
flexibility and an ability to adapt to an ever-
changing landscape.
In short, our complexity is a significant barrier
to entry, increases the resilience of the
business and allows us to avoid overreliance
on any given supplier, customer or product.
Whilst we cannot make our business simple,
we can strive to make our business simpler.
There is a balance to be struck between
complexity (which affords us resilience) and a
focus on simplicity. Indeed, simplicity enables
us to become more focused on the areas
where we excel, and which have proven
long-term growth potential.
This mindset can be summarised as “do less,
do it better”. At the most rudimentary level,
doing less may mean challenging ourselves
as to whether individual tasks are necessary,
but really it encapsulates a laser-focused
approach to all that we do. “Do it better”
can encompass a range of solutions, which
includes process change, robotic process
automation (RPA) and AI. Over the past year,
we have automated hundreds of low-skill,
low-reward tasks, ultimately increasing
the ability of our workforce to focus on
higher value activities. By solving issues
with automation, we are able to increase
productivity and improve accuracy. This
results in enhanced operating margins, an
even better customer experience, and a
more engaged workforce.
Andrew Gossage
Chief Executive Officer
Over the past year our people generated RPA improvements,
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500
300
400
200
100
0
2024
467
2021
415
2022
429
2023
452
20
10
15
5
0
2021
13.3
2022
18.8
2023
20.2
2024
18.0
2.0
1.0
1.5
0.5
0
2021
1.4
2022
1.3
2023
0.7
2024
0.6
100
60
80
40
20
0
2021
97%
2022
98%
2023
98%
2024
98%
180
120
150
30
60
90
0
2021
136
2022
154
2024
155
2023
166
25
15
20
10
5
0
2021
22.2%
2022
24.9%
2023
25.7%
2024
26.0%
Key performance indicators
Revenue £m
Change:
-7%
Adjusted EBITDA £m
Change:
-11%
Change:
+3%
Sales per head £’000
Change:
-14%
Gearing ratio
Change:
+1%
Gross margin %
Change:
+0%
On time delivery %
Description:
The revenue in the period.
Performance:
Revenues decreased 6.5% with
supermarket ordering held back
by overstocking, weakened
consumer demand for general
merchandise, and strong prior
year comparatives having been
bolstered by the exceptionally
strong demand for energy
efficient air fryers in H1 2023.
Description:
Earnings before interest, tax,
depreciation and amortisation,
excluding charges for share-
based payments and other
non-underlying charges.
Performance:
Although GM% rose slightly
and Operating expenses were
flat, EBITDA fell by 11% due to
the 6.5% fall in revenue during
the period. As a consequence,
EBITDA margin has slipped from
12.2% to a still healthy 11.6%.
Description:
Revenue for the period divided by
the average number of employees
and relevant temporary staff in the
period.
Performance:
Sales per head has increased
by 3% despite a fall in sales.
This increase in productivity
highlights our commitment to
continuous improvement, as we
have continued to invest in our
robotics automation programme
which both increases operational
leverage, but also enhances
customer experience.
Description:
Net bank debt at the end of the
period divided by underlying
EBITDA for the period.
Performance:
Gearing ratio has decreased
from 0.7x to 0.6x through
careful management of working
capital. During the period, the
Group introduced a new Capital
Allocation Policy which aims for
our Gearing ratio to be around
1.0x adjusted EBITDA.
Description:
Gross profit for the period
divided by revenue for the
period.
Performance:
GM% has risen marginally in the
year to 26%, supported by low
shipping rates which existed
throughout FY24, with the
increases in freight rates caused
by Red Sea disruptions being felt
during FY25.
Description:
Number of orders from retailers
delivered on time in the period
divided by the total number of
orders delivered to retailers in
the period.
Performance:
Our delivery performance to our
retail customers has remained
high during the period, showing
our commitment to excellent
customer service. Our aim to
return to the 99% we achieved in
2021 has been hampered by the
delays caused by the Red Sea
disruption.
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Environmental, Social and Governance Report
Our unique culture
force behind our ESG
productivity, sustainability
and corporate strategy
long-term aspirations.
Craig Holden
Operations & HR Director
Introduction
For the past two years we have been
workinghard to embed ESG into all areas
of business, to educate our supply partners
on the need for change and continue to
drive through the positive changes we
have committed to within our ESG strategy,
whether it be for our people, our community
or the environment. Although FY24 has
been a challenging year for the business
overall, this hasn’t deterred the Company
from making steady progress towards
our aims and targets whilst maintaining
focusonincreasedproductivity that is
alignedto ouroverall corporate strategy.
In addition, we have continually looked
to improve and refine the environmental
datawe are capturing within our operations
and wider supply chain, to ensure we
can correctly measure our environmental
impactand, therefore, know where best
tofocus our efforts.
We are confident that ESG is now embedded
within our culture and the foundations have
been set to see continuous improvement as
we progress along our ESGjourney.
This journey of embedding ESG within our
culture has been led over the last two years
by Jill Easterbrook. She stepped down post
year -end, and I would like to thank her for
the inspirational leadership that has inspired
our people, and also welcome our new chair,
José Carlos González-Hurtado.
An update on the great work completed
onour journey this year against our
non-financial targets is detailed further
inthis report. However, for more detailed
informationon our ESG strategy, you can
find the strategy document on our website
athttps://www.upplc.com/investor-relations/.
ESG is at the heart of
everything we do
Overview Financial StatementsGovernanceStrategic Report
24
Ultimate Products plcAnnual Report 2024
Craig Holden Operations & HR Director**
Board
Representation
Environmental Committee
Product
Katie Maxwell
Trading Director**
Product
Packaging
Tracy Carroll ***
Brand Director**
Net Zero
Anthony Pole
Process
Development
Director
ESG Committee
Operational Lead
(ESGLead)
Audit & Risk
Committee
Nomination
Committee
Remuneration
Committee
Committee for TCFD
Main Board
ESG Committee
Colleague Engagement
ESG Areas
Environmental
Social Governance
People
Colleague
Consultation
Group (CCG)
Safety & Ethics
Compliance
Department
Community
Community
Committee
Chris Dent Chief Financial Officer *
Our ESG management structure
Our ESG Committee, with oversight from
the Main Board, is responsible for keeping
the Company on course to achieve the
strategic aims and targets set and maintain
governance oversight of material ESG
issues, along with consideration of
stakeholder feedback and external market
conditions. A diagram demonstrating how
ESG is managed within the Company is
detailed below.
This year, the ESG Committee has completed
a review of the ESG management, the
Company’s ESG targets, ambitions and focus
areas to determine whether they remain
relevant or if refinement is required.
Overall, the Committee believes the current
focus areas and non-financial targets are
relevant to our values, purpose, business
model and principal risks and should
continue for the next financial year, as good
progress continues to be made (see table
on the next page).
However, as the Company has already
successfully achieved some targets,
the Committee is finalising new stretch
targets for our next financial year, which
will be communicated to stakeholders in
duecourse.
An assessment of our ESG Committee
structure was completed and determined
fit for purpose. It was identified that as
product packaging is a key aspect of our
environmental focus and new regulations
(Extended Producer Responsibility or EPR)
are due to be implemented in the next few
years, Tracy Carroll, Brand Director and
Operating Board member was appointed as
senior representative (ESG Lead) of this key
area and joined the ESG Committee this year.
Our colleague committees continue to
add value through idea generation and
implementation of key actions within our
day-to-day operations.
This year, our newly formed Compliance
Department took over responsibility for
operational and ESG-related work relating to
factory ethical auditing, health and safety and
modern slavery.
Key members of the Senior Management
Team (including the ESG leads) are now
targeted (and therefore rewarded) in ESG-
related focus areas via the company long-
term incentive plan (LTIP). Areas such as
product or packaging improvements, supplier
suitability, Net zero aspirations and colleague
personal development have been set as
personal objective to achieve this financial
year, helping to drive change and align the
work with our corporate strategy.
*Executive and Main Board Member**Operating Board Member***New to the structure this year
Environmental, Social and Governance Report continued
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Environmental, Social and Governance Report continued
Reviewing our materiality and contribution
to UN Sustainability Goals
The Company has completed its annual materiality assessment (using
the SASB Materiality Map) which identified a top ten list of issues
within the Company’s business model perceived as having the largest
negative impact. These issues were overlayed with what are seen as
areas of the biggest opportunity for positive change, creating a
top five detailed below.
The Company also assessed which of the United Nations 17
Sustainable Development goals were relevant to the business
and which our actions could directly and positively contribute
towards. The review confirmed the top five materiality concerns
(as shown below) and UN SDGs are still relevant and remain aligned
to our strategy, therefore no changes are needed this financial year.
our customers
We support our retail customers by aligning
our ESG work and targets to provide a
transparent and best in class service whilst
enhancing our reputation and competitive
position. A representative of our ESG
Committee attends key retail customer
meetings to present our ESG strategy,
share environmental data, discuss mutual
opportunities and gain feedback, enhancing
our service and sense of shared partnership.
Current relevance
1
The energy/CO
2
consumption in
our operations
and wider
supply chain
• Part of our Net Zero aspirations
• We still have a large supply chain
operation to serve our customers that
generates high CO
2
consumption.
• Increased requirement from our retail
customers in order to serve and as
part of shared goals
2
Product
packaging
• Requirement of our purpose
and values
• Relevant to new regulation (EPR)
3
Product life
cycle and
design
• Requirement of our purpose
and values
• Requirement from our retail
customers in order to serve
4
Product
quality
• Relevant to our branding aspirations
• Requirement from our retail customer
in order to serve.
• Requirement to manage
financial costs
5
Workforce
diversity and
inclusion
• Requirement for legal and regulatory
reasons
• Some gender and ethnicity balancing
still required within our wider
headcount.
We care about…
Our
People
For more information:
see pages 29–31
• Diversity, inclusion and gender balance
• Training and development
• Colleague engagement and well-being
• Providing a safe and great place to
work for all
• Ethical practices in our operations
and supply base
Our
Community
For more information:
see pages 32–33
• Supporting vulnerable people and
local youth
• Providing local employment and
access to education
The
Environment
For more information:
see pages 34–38
• Product packaging, product quality
and life span
• CO
2
and energy consumption in our
operations, supplier base and logistic
partners
• Effective carbon reporting
The United Nations Sustainability
Goals we are contributing towards
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fiKPIs and targets
In support of our commitments, we measure a range of non-financial KPIs, as set out
in the table below, that aim to address our material ESG issues that are linked to our
key stakeholders (noted on page 42–43), support our retail customers through greater
alignment to their ambitions and remain aligned to our business model and principal
risks. Our target dates have been set within an initial 5–10-year period, which is
stretching but achievable, and allows flexibility to adapt as our business grows,
evolves and market conditions alter.
We always strive
to do the right thing
We are passionate
about product
We love
ourbrands
We care about
our community
We go the extra mile
for our customers
We invest in
our people
We care about
theenvironment
On trackAchieved Requires monitoring
KPIs Progress
Aligned to
Company
Values (Page 1)
Environmental
Aim: To Provide Beautiful and More Sustainable Products
Plastic
• Reduce plastic packaging by 50% and maintain by 2025
• 100% of remaining plastic packaging to be recyclable or reusable by 2025
Paper
• 100% of card and paper product packaging to be FSC-certified by 2027
• 100% of cardboard and paper product packaging to be 100% recyclable
by2025
• Remove/reduce lamination on paper product packaging by 2025
Product Quality
• To maintain an average Amazon rating of 4.2 or above for all live products
Materials
• 100% of wooden products/components to be FSC-certified by 2027
Life span & End of Life
• To increase the number of SKUs with spare/replacement parts available
for purchase
• To provide consumer education through an increase in use of QR codes
for easy access to product care information, video guides and advice on
responsible waste disposal
• To maintain a rate of below 5% for returns that go to WEEE waste or scrap
The above targets apply to all products under the Group’s brands only.
Environmental, Social and Governance Report continued
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Environmental, Social and Governance Report continuedEnvironmental, Social and Governance Report continued
KPIs Progress
Aligned to
Company
Values (Page 1)
Social
Aim: To Ensure Safe Places to Work
• 100% Suppliers Audited by 2025
• 0 H&S Reported Incidents on the Group’s sites
• 0 Modern Slavery & Bribery reports within the Group and wider
supply chain
Social
Aim: To Support our Local Communities
• Provide £150k of charity support & fundraising by 2035
• 60% of UK workforce to live locally 2030
KPIs Progress
Aligned to
Company
Values (Page 1)
Environmental
Aim: To Have Net Zero Carbon Emissions from Manufacturing to Delivery
• Net Zero for Scope 1 & 2 by 2040
• Net Zero for Scope 3 by 2050
Social
Aim: To be a Great Place to Work for All
• 90% Great Place to Work score on engagement survey by 2025
• Gender balance in Leadership roles by 2030
• Maintain gender pay median at 5% differential
• 40% of Board representation (Op or Main) to be female by 2025
• 20% of the UK workforce to be from ethnic minorities by 2030
• An average of 40 training and development hours per person per year by
2030
On trackAchieved Requires monitoring
We always strive
to do the right thing
We are passionate
about product
We love
ourbrands
We care about
our community
We go the extra mile
for our customers
We invest in
our people
We care about
theenvironment
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We care about…
our people
Our focus areas
• Diversity & inclusion
• Colleague engagement
• Training & development
• Women in leadership
• Colleague well-being
• Fair pay
• Ethical supplier base
• Modern slavery
• Safe working environments
Much of UP’s success
relates to our talented people
and providing them with
opportunities, an environment
all and a culture of continuous
improvement (as further detailed
on page 22 of this report)
through training, development,
and the use of technology to
support them within their
chosen careers.
Highlights
Women in board level roles target achieved with the
appointment of Tracy Carroll to Operating Board
Career development and leadership pipeline further
increases through continued job promotions and
investment in a diverse range of leadership training topics
Implementation of new systems, procedures and
competent partners to ensure our operations and factory
base remain safe, compliant and a great place to work
As such, our targets and
focus areas on our people
are based around diversity and
inclusion, people productivity
through training and development,
offering exceptional working
conditions, colleague well-being
and fairness for all.
Environmental, Social and Governance Report continued
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Environmental, Social and Governance Report continued
Our progress so far:
Great Place
Gender in
Leadership Roles*
Gender Pay
Median
Women in
Board Roles
Ethnic Minority
Representation
Target 90%
50%/50%
F/M 5%+/- 40% 20%
2024 82% 40%/60% 0% 43% 17%
2023 84% 43%/57% 1.12% 31% 17%
Baseline 82% 31%/69% 0.54% 15% 17%
Training time per
person per year
Factories Ethically
Audited
Modern Slavery
& Corruption
Reports
Health & Safety
Reportable
Incidents
Target 40 hours 100% 0 0
2024 21 98% 0 1
2023 15 95% 0 0
Baseline 10 87% 0 0
* Leadership roles are defined as Supervisor, Manager, Head of Dept, Director or Main Board Director.
Developing our Talented People
= Even More Productivity!
Ultimate Products prides itself on being
a talent business that offers continuous
improvement to its colleagues through a
multitude of opportunities across all areas
of the business. The Company continues
to invest in technology through its robotics
initiative to achieve our strategic goals
resulting in the automation of hundreds
of low skills, low reward tasks, therefore
saving time and increasing the capacity
of our workforce to focus on more high
pay-off activities. In conjunction with this
initiative, this year we have increased
our hours spent training our colleagues
and focusing that time on upskilling each
person to add greater value to the roles in
which they are undertaking and ensuring
they can effectively continue their careers
whilst meeting the evolving operational
needs of the business. Upskilling sessions
have covered areas such as negotiation,
presentation, project management, critical
thinking and problem solving as standard.
As such, our average formal training time per
person has increased from 15 hours to 21 this
year. Next year, to continue our progress,
we intend to implement a similar upskilling
programme for our Far Eastern colleagues
and our Distribution Centre. Our aim next
year is to also increase our digital portfolio
of training sessions to reach 100 from 60.
Leadership Development for
Growth & Succession Planning
We have increased the level of investment
across all levels of our leadership
development roadmap with operational
growth and future succession planning in
mind. In particular, we have focused on
those colleagues who are members of
the Leadership Development Programme
(Supervisors and above). Bespoke training
has been delivered to these current
and future leaders on a range of topics
including Emotional Intelligence, Effective
Communication, Motivating High Performing
Teams, and Driving Productivity Through
Accountability. These topics have equipped
colleagues with the essential skills required
to manage medium-to-large teams in
a fast-paced and rapidly evolving work
environment whilst helping to prepare them
for more senior leadership responsibilities
in the future.
Career Development Programmes
There has and will be significant focus
placed on providing structured career
development programs to facilitate greater
career progression for our colleagues from
junior to senior management positions.
The programs offer a roadmap that makes
clear expectations in performance and
behaviours at each career role. This has
aided both the management and colleagues
to understand and set expectations
around career development and create a
standardisation of appraising people and
setting career objectives across multiple
divisions. The commercial teams (buying,
sales and e-commerce) will be the first
departments to have these new programs
implemented, followed by the supply chain
and brand teams later in the financial year.
Our continued commitment to fair pay
has seen all of our permanent UK roles
starting at £12.04 per hour (or above),
this currently being above National Living
Wage of £11.44 per hour.
Group FTE headcount and gender split as of 31.07.24
Male Female
Main Board 7 2
Operating Board 2 4
Group (UK/Europe/FE) Colleagues Including those on maternity leave 167 148
Total 176 154
Group Headcount Gender Split as a Percentage 53% 47%
Total Headcount
Part Time Colleagues 6 9
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Colleague engagement to drive
continuous improvement in our great
A continuation of positive scores is being
seen on our “great place to work” target
of continually being above 80% (8/10),
particularly as engagement at 98% this year
is also a record high. The company continues
to listen to its workforce and take positive
action to ensure Ultimate Products is a great
place to work by:
• continued capital expenditure investment
in working environments for office, Far East
and DC colleagues such as new hardware,
plant, and equipment to streamline
working practices for productivity and job
satisfaction purposes.
• significant investments in learning and
development opportunities including
leadership and upskilling.
• significant investment in automation which
is streamlining workloads and helping jobs
become more interesting and challenging.
Over the course of next year, the Colleague
Consultation Group (CCG) intends to
complete a full review of UK and Far
Eastern benefits in order to further refine
and improve our wider employee value
proposition as our growing workforce
continues to evolve.
Our ethical auditing team plays a key
part in auditing our supplier base and the
compliance team themselves continue
to annually audit our procedures around
modern slavery and workforce safety across
our own operations and wider supply chain.
The Company continues to have effective
and robust procedures within its own
operations around health & safety including
annual audits and continued corrective
action plans that continue to keep health and
safety incidents onsite to the lowest possible
levels. Ongoing improvements continue to
be made to our independent whistleblowing
hotline, our supplier manuals, and our ethical
team to ensure we can meet the growing
expectations in this area. Next year we intend
to become a “Stronger Together” business
partner to further enhance our safety
procedures and align ourselves with our
retail customers who are already “Stronger
Together” business partners.
Diversity and inclusion
To offer a great place to work for all, we
believe there needs to be consideration for
both gender and ethnicity to create a fair,
diverse, and inclusive workforce.
This year, the appointment of Tracy
Carroll has helped us reach our target of
female board representation a year early.
Consideration will be made by the Board
in FY25 as to whether to adapt this target
for future years. Although general female
leadership has slightly dropped this year,
the future female leadership pipeline
beneath supervisor level is currently
proportioned 65% female versus male 35%.
In the medium term this is likely to aid our
ambitions for gender balance in our future
leadership team.
We continue to successfully manage our
gender pay median within our target
threshold through fairness in our annual
salary reviews, graduate development
scheme and DC pay structure whereby
remuneration is based purely on the job role
and/or length of service. Under our recruit
local initiative, the Company has refocused
its recruitment and engagement efforts on
targeting key areas of our local community
in search of more hidden talent. As our
head office and main distribution centre are
based in Oldham, a town which has a large
population from ethnic minorities, we intend
to tap into this talent pool and increase both
our ethnicity and recruit local performance
over the coming years. We intend to increase
engagement next year within our local ethnic
minority community through supporting
key events and holding our own onsite
recruitment events, specifically for the
people of Oldham.
Environmental, Social and Governance Report continued
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Strategic Report
We care about…
our community
Our progress so far:
Community Support
& Fundraising
Live Locally*
Target £150k 60%
2024 £94,085 58%
2023 £68,395 52%
Baseline £9,585 47%
* Our recruit local has been updated this year and is now based on all postcodes (excluding M1 & M4) within a 6-mile
radius of our UK head office site, Manor Mill.
Environmental, Social and Governance Report continued
Beth Williamson
Community Committee Chair
continue as a focus going forward as we always strive to do
the right thing in our local community. There are clear needs
in our community around employment, providing opportunities
for local youth and supporting vulnerable people: to ensure
we have the greatest impact, we shall continue to focus on
these areas as our core community support pillars and they
will be at the heart of what we do.
Our focus areas
• Support vulnerable people
through local charities and
initiatives
• Support local job opportunities
• Support local youth to gain
access to education, further
training, and employment
Highlights
Community Committee achieves record target of
fundraising through multiple fund raising events
Launch of the UP-Lift Programme to support
vulnerable young women to achieve employment
Our continued commitment to offering local
employment sees increases in the office and
Distribution Centre through strengthened
localpartnerships
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Our Company charity
Each year we have a dedicated charity which
is selected from colleague suggestions.
This year’s charity is Keeping Our Girls Safe
(KOGS), based close to our UK head office,
that supports young people who have
been exploited to educate about unhealthy
relationships, child sexual exploitation (CSE),
grooming and risks. Over the past year
the Community Committee has continued
organising multiple fundraising events
including bake-offs, raffles, our men’s
football team participating in the Business
Fives football tournament, and over
60 colleagues took part in the Manchester
10k run. In total we have raised £16,597
for KOGS this financial year. Next year our
big focus with KOGS will be to use our
paid volunteering days to develop the
charity in multiple business-related ways.
Our marketing team will help develop
their social media exposure, our HR team
is updating employment and health and
safety documentation and our Process
Development team are looking to streamline
their administration through automation.
We believe that with the skills and
experience we have within our teams,
we can provide support to all aspects of
the business side of the charity to help it
growfurther.
UP-Lift programme
This year the UP-Lift Programme has been
developed in partnership with KOGS with
the aim to support young women in gaining
work experience at UP to develop their
skills and build confidence in a workplace
environment. Each young women will gain
important experience in CV writing,
interviewing, exposure to work across
various departments and completing external
training and recognised work qualifications.
The programme is for an initial two-year
period and the aim is to encourage other
local businesses to provide similar
opportunities to all young women
KOGS support.
We have continued to support fundraising
events that focus on supporting the local
youth within our local community to ensure
they are provided with opportunities. Events
such as the Maggie’s Ball, the Kingfisher
Ball, the British Education Awards and the
Mayor’s Ball have all benefitted from our
support. As the cost-of-living crisis has
struck our community hard, the Community
Committee has played an active part in
reaching out those in emergency situations
by inviting multiple local charities and
initiatives to collect product stock donations
to support the elderly, ethnic minorities
and young people. We have been able to
provide a substantial amount of donations
to groups including Oldham Family Hubs,
Action Together, SAWN, UKeff, Oldham
Guides, Chadderton Together, REEL CIC
and Westwood Women’s Association.
These donations have a small impact on the
Company but make a huge difference to
the charities/initiatives and even more of an
impact on those in need.
Our colleagues were proud to win the
Community Engagement Award at the
Oldham Business Awards 2023, recognising
the continued excellent work our colleagues
continue to offer every year.
Providing job opportunities locally
Offering job opportunities to our local
community to has been something we
firmly believe in, especially as the business
continues to expand. Keeping employment
local positively boosts the local economy and
aids in our own staff retention.
We have seen an increase in our
performance this year due to:
• expanding our UP-Academy recruitment
model, which provides office job
opportunities to those based locally and
do not wish to continue their education at
university. We have now established this
scheme at North Chadderton School and
The Blue Coat School;
• introducing Graduate Apprenticeships
asaroute to employment with the
company, but currently offering these
onan exclusive basis to those based
locally tothe Oldhamarea;
• offering paid work experience to Oldham’s
youth across multiple backgrounds and
within multiple UP departments; and
• prioritising people based within local
postcodes for recruitment assessment
days and first interviewing for both our
Distribution Centre and office-based roles.
To continue progress, next year we intend
to introduce graduate placements and work
experience opportunities exclusively to local
people and introduce an additional school
under the UP-Academy model.
Environmental, Social and Governance Report continued
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We care about…
the environment
Our progress so far:
Product Quality & Lifespan
Amazon
Ratings
Wooden product
fi
Products with
Replacement Parts
Target 4.20 100% TBC
2024 4.16 56% 806
2023 4.19 48% –
Baseline 4.11 0.1% 806
Reduce Plastic
fi
Products with
QR Codes
Target 50% 20% TBC
2024 74% 62% 161
2023 58% 20% –
Baseline 0.0% 0.0% 161
Environmental, Social and Governance Report continued
Katie Maxwell
Trading Director
As product is our purpose, this carries the greatest long-term
fi
Committee for TCFD as described on page 39.
Our focus areas
• Product packaging
• Product quality & life span
• Product end of life
• Consumer education
Highlights
Reduction in Plastic Packaging target achieved
earlybefore 2027 date, due to dedication from the
buying teams
Significant increases in spare parts available to
consumers, enabling a greater life span of key
product lines.
Significant progress made on FSC packaging
towards our targets and meeting key
upcomingregulations
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More sustainable products that are
delivering on our promise
Our commitment to “more sustainable
products for every home” has seen our
product teams focusing on using alternative
and more sustainable materials within
the specification during the product
development phase as the case study
demonstrates. Other more sustainable
product ranges have now been developed
across our housewares, laundry, bathroom
and cleaning departments which will be seen
in the market over the next year.
Significant progress has also been made in
both the development of product QR codes
and products that have spare parts available
in stock with an overall aim of extending our
products’ life span. It is our aim to introduce
QR codes across our product ranges to
educate the consumer on how to use and
maintain the product more effectively to
extend its lifespan through access to wider
instructions and information videos.
So far 161 products have a QR code with a
focus to increase this next year once a full
review of our product ranges is completed
to determine which products require one.
A target will then be set. Currently 806 of
our product portfolios (predominately
electrical items) now have spare parts
available to help the consumer extend their
life span and effective use. The use of QR
code will also complement the purchase of
spare parts as both together will be used to
educate our customers on how these can
ensure greater use of our products over a
sustained period of time.
As we enter the transitional phase of the
Carbon Border Adjustment Mechanism
(CBAM) regulations, our teams have been
reaching out to our relevant suppliers to
engage and educate them on the impact of
these changes in the coming years. Specific
training courses have been completed in
partnership with our major testing houses
(such as SGS and TUV) and certification
provided to each factory. As such, accurate
Scope 3 data is now being gathered to
ensure we are compliant for the January
2026 deadline.
even further
Significant improvements have continued
in our focus to remove unnecessary
plastics within our product packaging with
a 74% reduction now seen this year. It is
our intention to increase our target, but
consideration must be given to the necessity
that plastic does provide protecting some of
our products, such as covering knife blades.
Therefore, greater focus will be placed on
increasing the use of recycled alternatives
where plastic remains a necessity in
ourpackaging.
We have continued to make significant
progress with our FSC packaging, with all
new products brought to market done so
with FSC packaging included. This has led
to a substantial increase towards achieving
our target, moving from 20% in FY23 to
62% for FY24. Considering the EU
Deforestation Regulation, it is crucial
we continue our focus on FSC-certified
packaging to ensure we are fully prepared
to meet the compliance requirements.
In light of this, our next focus is to target
the use of FSC-certified outer cartons.
Case study
Salter Recycled Aluminium
Pan Range
Our Salter Recycled Aluminium range
was developed with sustainability in
mind. The pan body is made from 100%
recycled aluminium, which can also be
recycled, therefore contributing to a
more circular economy. Using recycled
aluminium also lowers the carbon
emissions compared to virgin material,
reducing the carbon footprint of the
product. Additionally, the cookware
offers excellent, even heat distribution
and a fast heat-up time to get the
best cooking results. The range also
features a PFOA-, PFAS- and PTFE-
free ceramic coating that is free from
harmful chemicals giving peace of
mind while cooking that no chemicals
are being released into your food. Our
packaging for this range is made of
FSC-certified, natural card.
It is also understood that FSC packaging
carries a lower carbon footprint, further
enhancing the sustainability of our packaging.
EPR compliance
With the Extended Producer Responsibility
regulations (EPR) due to be implemented
in April 2025, there has been significant
focus on establishing what impact this will
have on the Company from a compliance
and financial perspective, to ensure we are
suitably prepared. An external organisation
has been appointed to complete a full review
of our product packaging portfolio against
the requirements of the EPR regulation and
a detailed report of recommendations is due
in Autumn 2024. These recommendations
will be considered and implemented by
our product teams to ensure any financial
implications are suitably managed and
business risks considered.
Environmental, Social and Governance Report continued
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Aim: To Have Net Zero Carbon Emissions from Manufacturing to Delivery
Focus areas fi What we are focused on next and considering
Overall Management
of Net Zero
• ESG roles and responsibilities (ESG Leads) assigned
throughout the business including net zero responsibility.
• Main Board led ESG Committee, reporting to the Board
tomaintain action and focus on the ESG strategy.
• Fully developed ESG strategy communicated to
ourstakeholders.
• Regular review and monitoring of environmental and
climaterisks.
• Compliance to Energy Saving Opportunities Scheme
(ESOS) assessments and necessary corrective actions.
• SO14001 Environmental management system (EMS)
accreditation and adoption of best practices throughout
ouroperation.
• Development of colleague led environmental committee
whose purpose is to generate ideas and drive positive
change throughout the organisation.
• Implementation of the 4R’s Initiative (Remove, Replace,
Reduce, Rebalance) to increase colleague engagement
anddevelop wider new sustainability ideas.
• Implementation of our Carbon Accounting Platform
(Normative) to be able to accurately report our carbon
dataannually (since FY19) for all of Scope 1, 2 & 3.
• fi
fi
data to activity-based data.
• Launch of the 2024 Supplier Conference, where the
importance of environmental impact and net zero
fi
• Continuing to refine our carbon data using
theNormative platform, particularly with our
Scope 3 supply chain partners.
• Move more suppliers to activity-based data
from spend-based data, initially targeting
“upstream transport & distribution” category.
• Refinement of our supplier manual
to encompass greater education of
environmental responsibilities of our
supplychain partners.
• Continued strengthening and updating of
environmental and ESG related policies
andprocedures.
Environmental, Social and Governance Report continued
Our journey to net zero
We recognise that our journey to net zero will be challenging,
especially within our wider supply chain. But our commitment
to this is unwavering as we continue to update our own
operations with more sustainable solutions whilst educating
our wider supply chain partners to do the same.
Anthony Pole
ESG Lead for Net Zero
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Focus areas fi What we are focused on next and considering
Net Zero for Scope 1 & 2
by2040
• 100% of our sites having either LED or energy saving
fi
• 100% of UK sites having effective waste management
including the separation of recyclable waste, WEEE waste
and food.
• Eco-friendly materials in our Distribution Centres such as
tape and paper infills for our parcelling.
• Installation of 1,150 solar panels at a cost of £385k at our
UK head office. Producing to the Group 40% of Manor Mill’s
ongoing energy requirements.
• At our UK sites replacing all external wooden windows with
more heat retaining alternatives in UPVC double-glazed
windows reducing heat loss.
• Paper reduced working environments across all sites and
increasing the use of technology (automation, iPads, dual
screens) to enable colleagues to cover their original needs
of printing via other more environmentally friendly means.
• Switching our UK electricity provider for both sites
to EDF, who are “Britain’s biggest generator of zero
carbon electricity,” ensuring our supply is from more
environmentally-minded partners.
• Switching our UK waste management provider to B&M
Waste who are carbon neutral and actively help their
customers with waste segregation initiatives and help turn
waste into new raw materials, products, and energy.
• Stopped the use of single use plastics on all sites, instead
providing free access to UP water bottles and filtered
wateronsite.
•
• The implementation of instant hot water taps in our
canteens, reducing the use of kettles and other boiling
water appliances.
• Introduction of work from home policy for all office
colleagues and introduction of virtual customer showroom
meetings to reduce commuting and global business travel.
• Commencement of replacing gas heaters to
ffi
• fi
implemented for all UK colleagues.
• Continued replacement of gas heaters for
more environmentally alternatives within our
Distribution Centres.
• Replacement of all external shutters within
our Distribution Centres to those that promote
better heat retention.
• Improvement of UK sites water facilities to
minimise water wastage.
• Cycle to work scheme for all UK colleagues.
Net Zero for Scope 3
by2050
• Identification of our top ten suppliers causing the
most negative environmental impact and continually
educatingthem.
• Data Cleanse – Scope 3 – making our data more accurate
by moving key suppliers to activity-based data.
• Reduction of unnecessary transport and container usage
in China using the Northern China and Southern China
consolidation warehouses (CFS).
• Regular environmental auditing of our
supplierbase.
• Identification of next ten suppliers causing
most negative environmental impact and
engaging with them on targets.
• We are exploring how we can use the data
collected from suppliers via our Waste
Packaging & FSC Systems, to move
Suppliers in the “Purchased goods &
services” category to activity-based data.
Environmental, Social and Governance Report continued
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Ultimate Products plcAnnual Report 2024
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TCFD and environmental reporting
TCFD reporting
Task Force on Climate-related Financial Disclosures (TCFD) is a framework for companies to
report climate-related risks and opportunities. TCFD is structured into 11 supporting disclosure
recommendations which span four key themes: Governance, Strategy, Risk Management and
Metrics & Targets. In this climate-related financial disclosure, we aim to report in line with the
requirements of Listing Rule 9.8.6R and the TCFD supporting recommendations.
With the impacts of climate change being increasingly felt around the world, we understand
the importance of the role we can play to help reduce this. We have committed to reduce our
GHG emissions within our operations by 2040 and within our wider supply chain by 2050,
as part of the ambition of the Paris Climate Change Agreement. We are aware that climate
change is going to have an impact on our business, presenting risks and opportunities over
the short, medium, and long term.
Our business model relies on supplying products; the production, transportation, packaging,
use and disposal of these products have an inherently negative impact on the environment.
However, our business model is technologically agnostic; our heritage brands have evolved
over many years, with the products which we source and sell changing over time to meet the
demands of both consumers and regulators. This flexibility of our business model will be key in
our ability to mitigate risks and take advantage of opportunities as they arise.
Governance
Our Board of Directors is responsible for oversight of our ESG initiatives and this includes
climate-related risks and opportunities. The Board ensures action plans are embedded
into the business strategy and future financial planning to mitigate climate-related risks
and capitalise on climate-related opportunities. The Board considers the threat of climate
change and has been actively involved in taking steps to address its potential impact through
assigning day-to-day responsibilities to the Executive Directors. They have received a full
ESG update twice during the current year, which included updates on progress made towards
climate change targets during the period.
The Board is supported in this role by the ESG Committee which was chaired by Jill
Easterbrook (NED) (to be replaced by Jose Carlos Gonzalez-Hurtado), and includes Christine
Adshead (Chair) and Chris Dent (CFO) as members. The ESG Committee is in turn supported
by a Committee for TCFD led by our CFO, Chris Dent, and an Environmental Committee led by
Katie Maxwell, Trading Director, and Tony Pole, Process Development Director. The Committee
for TCFD is responsible for the identification and assessment of risks, and reports into both the
ESG and Audit & Risk Committees, which are responsible for monitoring risks and overseeing
progress against goals and targets for addressing climate-related issues. The Environment
Committee is made up of executives and is responsible for the day-to-day management of
environmental risks.
In addition, the Remuneration Committee has in the current year approved a bonus structure
for senior management which includes targets related to the environmental goals which we
have set ourselves as laid out on page 34.
Strategy
The TCFD framework helps us to understand and manage the climate-related risks and
opportunities we face. During the year, our Committee for TCFD, with support from the
Environmental Committee, held our second annual scenario planning day at which we
reviewed a number of different climate risks and opportunities which could impact our
business model and strategy. In our considerations, we reviewed two different types of risk
that we will face, and the potential opportunities that these could bring to our business:
Transition risk and Physical risks. Transition risk as a result of moving to a low-carbon future
may impact our business model through changing customer preferences, changes in
technology or government regulation. Physical risks include the higher risks of climate-related
short-term extreme weather events, such as flooding, or long-term physical changes which
may result in permanent changes in topography.
We used the following scenarios and time horizons to understand our vulnerability to the
impacts of climate change and how they vary over time:
Financial impact range
Revenue Costs
High >£10m >£1m
Medium >£5m >£500k
Low <£1m <£100k
Time horizons
Time Period Years
Short 0 to 5 years Aligned to our viability period planning
Medium 5 to 15 years Medium-term transition risks are assumed to occur in this time scale
Long 15 to 30 years Longer-term physical risks are assumed to occur in this time scale
38
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fi
Time
Horizon Description Financial Impact Potential Mitigations
Transition Policy & Legal S M Introduction of further plastic taxes, especially in
relation to use of virgin plastics in products.
Medium direct increase to costs, which could
lead to an increase in prices, which could in turn
lead to lower revenues.
Redesign of products to use more sustainable and environmentally
friendly materials. Each year we currently introduce around 900 new
products to market, with an aim to reduce this number to 600. However,
the aim is for these 600 new products to be more sustainable.
It is assumed that some costs could potentially be passed on to
our customers and consumers to encourage purchase of lower
emissionsproducts.
Transition Policy & Legal M Banning sales of products which incorporate non-
sustainable materials (such as non-recyclable plastics).
Medium revenue loss/opportunity. The Group
has the opportunity to be ahead of the market in
terms of changing materials.
Redesign of products to use more sustainable and environmentally
friendly materials. We are working with our suppliers to change the
materials we use over the medium term.
Transition Market M Consumer behaviour changes away from
products using plastics, and non-essential
products to concentrate on only essential and
sustainableproducts.
High revenue loss potential, but a significant
opportunity as we change our product mix
overtime.
Over the long term, our product mix will change; currently we aim
to introduce 600 new products each year out of the 3,000 we sell.
As consumer habits change, we will change our product mix to reflect
their changed priorities.
Transition Reputation S M A failure to fully commit to moving to a low-carbon
business model leads to reputational damage.
Consumers not using our products (revenue
loss), employees not choosing to work for us
(increased costs), and banks and investors not
choosing to fund us.
Ensuring that we continue to commit to our ESG strategy, and that we
continue to work with integrity in terms of our carbon journey.
Physical Acute (2°C or
lower)
M L Increased likelihood of flooding and drought or other
extreme weather events leading to reduction of
production by supplying factories. Currently, our
supply base has a geographical concentration in
China which could have a higher risk of
physicalimpact.
Increased costs of goods, and potential for
lowrevenue loss.
Working with our suppliers to understand their risks, and to create
climate adaption plans for them. Geographical diversification of
suppliers to reduce risk from any given extreme weather events.
Physical Chronic (2°C or
higher)
L Increased competition for basic resources due to
extreme weather events leading to higher prices
for essential goods, leading to lower demand for
discretionary items.
High revenue loss as consumers move spending
from discretionary to essential products.
Long-term diversification of revenue base, expanding worldwide to
decrease reliance on any single geographical territory. Concentration
of product suite on more essential sectors and on sustainable products.
TCFD and environmental reporting continued
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Ultimate Products plcAnnual Report 2024
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The steps we have taken to identify, assess and manage each climate-related issue have
been based on our existing risk management process to ensure a consistent and efficient
assessment and categorisation.
Step 1 – Identifying the risks: Our Committee for TCFD is responsible for identifying the risks
within the business and is led by Chris Dent, our CFO, and Christine Adshead. During the
year, the Committee held its second scenario planning day with key senior management
representing core functions of our businesses including IT, Buying, Supply Chain and HR,
at which we identified a number of different risks and opportunities for the business.
Step 2 – Assessing the business impact: We used climate scenario analysis to assess
the impact of both physical and transition climate-related risks and opportunities on
our operations. These findings were presented to the Audit & Risk Committee during
September2024.
Step 3 – Classifying risks: Each climate-related issue was classified using our rating system to
highlight the implications of a risk occurring. This rating system considers the likelihood of a
risk occurring, the potential impact of the risk, and the existence of any inherent mitigations,
toprovide an overall risk classification.
Step 4 – Addressing the risks: Our analysis shows that the likelihood of climate-related risks
impacting our overall operations in a significant manner during the transition to a low-carbon
economy is low due to underlying flexibility of our business model being based on brands
rather than being fixed to any certain products, materials or technology. Despite this resilience,
further mitigating actions are being initiated to develop greater strategic resilience due to the
greater level of risk the business is exposed to in relation to longer-term physical risks as they
begin to impact our supply chains. The potential risk management options were appraised,
and a risk management response was determined for each climate-related issue.
Step 5 – Monitor risks: We have embedded a climate change perspective into the ongoing
assessment of our internal corporate risk register and will continue to review our risk
management process. To ensure we are fully prepared for climate change, we will continue
to embed annual climate scenario analyses into our existing risk management framework
andfinancial planning processes to identify future risks and ensure adequate mitigation.
Absolute GHG emissions CO
2
e tonnes
CO
2
e tonnes Baseline FY23 FY24
Scope 1 (Direct emissions) 309.2 99.73 82.94
Scope 2 (Indirect emissions) 83.01 85.26 71.38
Scope 3 110,700 110,600 97,980
Turnover £m 123.3 166.3 160.7
Scope 1&2 GHG intensity per £1m turnover 2.5 0.6 0.5
Scope 3 GHG intensity per £1m turnover 897.8 665.1 609.6
Greenhouse Gas Protocol (SECR reporting)
Baseline 2023 2024
tCO
2
e tCO
2
e/FTEE tCO
2
e tCO
2
e/FTEE tCO
2
e tCO
2
e/FTEE
Scope 1 288.28 0.97 92.69 0.24 81.8 0.22
Scope 2 216.26 0.73 163.16 0.43 165.32 0.45
UK % 76% 76% 84%
Statutory total
(Scope 1 & 2) 505.54 1.69 255.85 0.68 246.5 0.68
Statutory total in KWh
(Scope 1 & 2) 1,868,434 1,304,443
Full-time equivalent
employee (FTEE) 298 379
The positive improvements seen in our reduction in CO
2
emissions this year are due to the
continued great work we are completing on our net zero journey (noted on page 36 of this
report) and that we continue to enhance our carbon data reporting through a commitment
to more accurate data capturing with our suppliers (Scope 3). We continue to request and
successfully obtain more and more activity-based CO
2
data from our supply chain partners,
enabling more accurate reporting.
TCFD and environmental reporting continued
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Strategic Report
The greenhouse gas (GHG) statement below provides a summary of Ultimate Products’
greenhouse gas (carbon) emissions including its baseline year (2019) and the last two financial
years to 31 July 2024. It gives a summary of emissions from Scope 1 and Scope 2. We have
adopted the operational control approach, as defined in The Greenhouse Gas Protocol, a
Corporate Accounting and Reporting Standard (Revised Edition), 2004. As a growing business,
over the coming years, we shall also start to consider the use of science based targets (SBTs)
where appropriate to the size and scope of our operation.
Assessment parameters
fi
Baseline year 2019
Consolidation
approach
Operational control
Boundary summary All facilities under operational control were included
Consistency with the
Financial Statements
The use of the operational control approach causes a variation to our
Financial Statements. Third party locations utilised in our operations were not
under our operational control and are therefore not included in our emissions
table. However, approximately 4 Fleet vehicles and 18 Grey Fleet, which were
under our operational control, appear in our emissions table but not in our
consolidated Financial Statements.
Emission factor
data source
DEFRA (October 2016).
Assessment
methodology
The Greenhouse Gas Protocol and ISO 14064-1 (2006).
Materiality threshold Materiality was set at Group level at 5%, with all facilities estimated to
contribute >1 % of total emissions included.
Intensity ratio Emissions per full-time equivalent employee (FTEE).
TCFD and environmental reporting continued
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Ultimate Products plcAnnual Report 2024
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Doing the right thing is at our core
Our Directors are bound by their duties under the Companies Act 2006 (the “Act”) to promote the success of the Company for the benefit of our
shareholders as a whole, having regard to our other key stakeholders.
We believe that in order to progress our strategy and achieve long-term sustainable success, the Board must consider all stakeholders relevant to a decision and satisfy themselves that any
decision upholds our culture of “doing the right thing’” Our values, as set out on page 01, are key to how we do business and are closely aligned to the matters the Directors must consider as
part of their Section 172 duties.
The Board recognises that stakeholder engagement is essential to understand what matters most to our stakeholders and the likely impact of any key decisions. Ultimate Products’ stakeholders
are its employees, customers, suppliers, shareholders and lenders and the Board recognises the need to regularly review and consider who its stakeholders are as it makes decisions. We
encourage the development of long-term relationships with our stakeholders in accordance with our culture and values, with the ongoing desire to be a trusted, best-in-class partner to all of our
stakeholders equally. The Board is aware that in some situations, stakeholders’ interests will be conflicted and they may have to prioritise interests. The Board, led by the Chair, ensures that as
part of its decision-making process, the Directors assess the impact of the decision on our stakeholders and the likely consequences of any decision in the long term. Examples of some of the
principal decisions taken by the Board during the year and an explanation of which factors the Directors had regard to when reaching such decisions, including those set out in Section 172(1)(a)
to (f) of the Companies Act 2006, are set out on the next page.
Importance to the Group How we engage
Employees Our committed and dedicated employees are our
most important resource. We aim to cultivate and
maintain a positive working environment and
provide learning and development opportunities,
recognition and rewards.
• Employee Consultation Group
• People engagement survey
• SAYE and PSP schemes
• Ask initiative where different departments present their purpose to the wider Company
• Continuing development of our people through formal and informal training, with the graduate development scheme
being at the heart of our employee strategy
ESG Report on
pages 24 to 41
Shareholders
& lenders
Our shareholders support the long-term growth
of the Group. We rely on them to finance our
development and growth plans. Engaging with
them regularly to communicate progress, understand
their perspectives, discuss long-term issues and
ensure feedback is taken into account as it is critical
to the long-term success of the Group.
• Annual Report, Interim Report, trading updates
• Regular meetings with institutions and analysts
• Regular calls and meetings with our lenders
• Use of Equity Development to engage with retail investors who may not be able to access institutional analysis
• Attending of investors conferences such as Mello to meet with current and potential retail investors
Section 172 statement
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Overview Financial StatementsGovernance
Strategic Report
Importance to the Group How we engage
Customers We are passionate about providing the highest
possible customer service. Understanding the
needs of our customers, evaluating our performance
delivery against KPIs and evaluating feedback
helps us to continually improve.
• Meeting at one of our showrooms in Oldham, Paris or Guangzhou where we can showcase our wide range of products
and help them visualise how they may be presented in store
• We monitor product ratings and feedback so that we can further improve products or, for example, produce videos
and “howto” guides, helping consumers get the most out of their purchases
• We understand our customers’ needs, markets and their customers, carrying out in-depth research and conducting store
visits to support our understanding, so that we can present the products that best exceed their expectations
Suppliers Our suppliers provide us with the highest possible
quality of products and services. This allows us to
deliver beautiful products to our consumers and a
first-class service to our customers.
• Our team of local sourcing, ethics and quality colleagues in China has allowed regular engagement with our suppliers
• We have high expectations of our suppliers but we recognise our responsibilities and commit to prompt payment
according to agreed terms
• Regular reviews take place to ensure a supply chain free of slavery and human trafficking
Board Decision Directors’ consideration of factors in accordance with S.172(1)
Capital
allocation
policy
During FY21, the Group increased its level of borrowings to complete the transformational acquisition of Salter. During the current year, the acquisition debt has largely been repaid. The Board,
therefore, took the decision to approve a new Capital Allocation Policy, with the aim of maintaining the net bank debt/adjusted EBITDA ratio at around 1.0x. The Board believes that this would be
positive for both our shareholders and lenders, as it will allow for further returns of capital to shareholders and allow for our lenders to continue to provide us with debt facilities. A continuation of
having debt facilities, rather than fully paying down debt, means that our longstanding, flexible, working capital facilities continue to be in place which allows for smooth payment of our suppliers.
Our bank facilities are primarily working capital facilities, which give the business sufficient headroom to allow for growth in our working capital, which supports the overall growth of the business,
which is positive for all stakeholders.
Share
During the year, the Group undertook a process to gain permission from its Shareholders and the Takeover Panel to commence with a Share buy-back programme. This decision was taken in-line with
the new Capital Allocation Policy of the Group. The Group currently has sufficient headroom within its facilities to ensure that the Group has sufficient funds for investment in growth of the business,
which supports our suppliers, customers, employees and shareholders. The Board decided that the excess cash should be returned to shareholders using share buy-backs. The Board considered
an alternative of paying the excess cash in the form of increased dividends, but the Board believed that the current dividend policy of returning around 50% of post-tax profits to shareholders was
sufficient for maintaining flexibility and future optionality for the business. The share buy-back programme is flexible and can be altered if the business requires further funding for growth, such as
when the business increased its indebtedness to fund the acquisition of Salter. In addition, the Board believes that the share buy-back would have a positive effect on the liquidity of its shares in the
medium term (in the long term reducing the free float could decrease liquidity), which would be of benefit for shareholders.
Board
changes
During the year there have been several Board changes, including the appointment of Christine Adshead as Non-executive Chair, Andrew Gossage as Chief Executive Officer and Simon Showman
as Chief Commercial Officer. The appointment of Andrew as the Chief Executive Officer was part of the longer-term succession planning within the business, with thought being given to both
shareholders and employees. Previously, the Group had the dual roles of CEO and MD leading the business, which made longer-term succession planning more difficult. Having a single figurehead
allows for clarity for corporate governance purposes and allows senior employees to more fully understand longer-term succession planning. The appointment of Simon as Chief Commercial Officer
was considered to be positive for both shareholders and customers, as it allows for Simon to concentrate on building longer-term strategic partnerships with our retail customers which will help to
support our customer goals and be key for growing sales and resilience. It light of these changes within the business it was considered that having continuity when looking for a replacement
Chair was a key factor. In addition to Jim McCarthy being required to step down from the Board due to Corporate Governance time limits, the Nomination Committee noted that both the Senior
Independent Director and the Chair of the Audit Committee would need to step down over the course of the next two years. Therefore, in appointing Christine as Chair, the Board considered her
existing understanding of, and support for, the Group’s culture, strategy and people would provide stability and continuity against a backdrop of other changes, which would be beneficial for both
shareholders in terms of continuation of strategy, and employees in terms of continuation of leadership.
Section 172 statement continued
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Strategic Report
The Board is responsible for the Group’s risk management and internal control systems and for reviewing their effectiveness,
supported by the Audit and Risk Committee.
We review our business regularly to identify and document key business risks. Once identified, risks are assessed according to the likelihood and impact of the risk occurring
and an appropriate mitigating response is determined. This risk mitigation plan is then regularly monitored by the Audit and Risk Committee with periodic review and discussion
by the Board as a whole. The table below sets out the Group’s principal risks as determined by the Board, the gross risk movement from the prior year and the corresponding
mitigating actions. This represents the Group’s current risk profile and is not intended to be an exhaustive list of all risks and uncertainties that may arise.
Area Mitigation
Macroeconomic
factors
Macroeconomic trends affecting consumer confidence and reducing
non-food spending, such as reductions in GDP per capita, unemployment,
inflation, interest & tax rates, could all affect consumer demand. In
addition, aggregate demand for our products can be influenced by
individual retail partner performance and strategy. As well as affecting
demand for our goods, reduced retail demand can also impact the
credit worthiness of our customers. During the year, the UK economy
experienced a mild recession, as interest rate rises designed to
reduce inflation have reduced consumption.
The Group’s international business provides economic diversity and some protection against a
downturn in the UK economy. Despite the challenging market conditions, the Group sees the
opportunity to increase its market share by developing new customer relationships, particularly
internationally and through online channels. The Group’s products, being mass-market and value-led,
are well placed in the event of an economic downturn. The business has well-established procedures
for managing credit risk with its customers including credit insurance. The Group has a well-diversified
customer base, and is not reliant on any one customer, and has a 20% gross profit limit for individual
customers. This helps to reduce risk when their demand changes due to their financial performance
or strategy. The Group also has a well-diversified product base, selling over 3,000 SKUs each year,
therefore it is not dependent on any one given product.
Sourcing A major loss of continuity in the supply of goods for resale could
adversely affect the Group’s revenues. In addition, we have heavy
reliance on China as a source of products. Any deterioration in, or
changes to, political, economic or social conditions in China could
disrupt the supply of goods or result in higher product cost prices.
In addition, we have a QA/reputational risk from our factories.
The quality of our factories is of huge importance to our ongoing
reputation with our consumers and retail partners.
The Group uses over 300 suppliers, which reduces risk over any individual supplier. The Group
maintains close relationships with its suppliers through regular factory visits and interaction with its
local teams. We have detailed processes in terms of taking on new factories.
Wherever possible, multiple sources of supply are sourced for major products. The Group closely
monitors developments in China and continues to consider and use alternative sources when
practicable and viable. In the current year, buying teams have begun to have an element of
variable remuneration linked to decreasing geographical supply concentration.
Supply chain
management
As a wholesaler, the Group has a significant working capital requirement.
Inefficient stock management could result in overstocking, which may
adversely affect working capital. Conversely, understocking could limit
the Group’s ability to maximise revenue opportunities. In the current year,
we have seen a reduction in the risks related to the shipping crisis
which affected global supply chains, particularly in relation to the
costs and availability of shipping capacity.
Stock levels and purchasing are closely managed, with all purchase orders being reviewed before
being placed. The Group’s systems facilitate close management of the completion and timing
of purchase orders placed. Stock is categorised between “free” and “(pre) sold” to ensure that
management focus on higher risk items. “Free” stock is reviewed and prompt actions are taken
where necessary.
Margin
pressure
As a wholesaler, the Group faces consistent price pressures from
retail customers, whilst facing changes to input costs, such as freight
costs, exchange rate fluctuations, factory gate price and changes in
the costs of raw materials. In the current year, we have once again
seen shipping costs begin to rise due to the disruption in the Red Sea.
However, we have seen a more benign and stable currency situation.
The Group’s strategy of international growth, expansion of online channels and increased penetration
of supermarkets continues to provide greater diversity and a balanced-margin portfolio. The Group also
employs a combination of margin-enhancing initiatives, including monitoring profitability of individual
product lines, continued product innovation and refreshing product ranges, balanced against the need
to ensure that our products remain competitive. Furthermore, the Group seeks to constantly develop
and implement productivity improvements. The Group actively manages foreign exchange risk through
use of forward contracts.
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Strategic Report
Area Mitigation
Protection of
brands
Failure to develop and enhance the product range of our brands could
result in loss of our competitive advantage, which could impact on the
Group’s turnover. Failure to properly develop and protect brands could
restrict growth, given the Group’s brand-led strategy. There is a balance
to be struck in terms of the development of new products under our
key brands. Development of many different products can produce poor
quality new products, as product development uses resource. Therefore,
it is important that the business focuses its development of products to
bring a focused range of products to market that enhance our brands.
A high level of new product development focus is maintained and monitored by the Board. Buying
teams attend trade shows and carry out store and factory visits to ensure that they are in touch with the
latest consumer demands and trends. We have reduced our aim in terms of new products from 1,000
to 600 to ensure a focused approach to bring high-quality products to market. The Group continues
to hold a “second tier” of brand, as alternatives to use if inappropriate to use our premium brands.
We have professionalised the use of our brands through the hiring of a brand director. The Group
aims to standardise and focus how we use our brands, to both protect and enhance their value to the
business. In the current year, we have invested in the rebranding of Salter and have begun with the
rebrand of Beldray.
Climate
change and
environmental
Climate change is a widely acknowledged global emergency, with the
need to act faster becoming evident. Managing the greenhouse gas
emissions associated with our supply chain is critical to reducing our
impact on climate change. The physical and financial impacts of climate
change are already being felt and are set to intensify. As it becomes
increasingly likely that targets set by intergovernmental bodies will be
missed, the long-term risk for our business continues to increase despite
the mitigating actions we are taking.
We have established a Group-wide ESG Committee to extend oversight and governance for monitoring
the delivery of the Group’s climate commitments. We have stated a strong commitment to be net zero
by 2050. This pledge is in the process of being supported by roadmaps and targeted decarbonisation
plans. We are working internally and with third-party organisations in developing this suite of metrics to
enable us to monitor progress. We also continue to report our climate-related financial disclosures. To
incentivise the buying teams, ESG elements have been added to the bonus targets in the current year.
Legal and
regulatory
Failure to comply with legal and regulatory requirements, including
environmental and climate change developments, both in the UK and in
other countries in which the Group operates, could result in fines or an
adverse impact on the Group’s reputation.
The Board monitors the changing landscape of laws and regulations. New legal and regulatory
requirements are discussed by the Audit and Risk Committee whose members contribute insight
and experience of such matters. External technical and consulting expertise is sought when required.
The Group has procedures for ensuring ongoing compliance with legal obligations, including external
annual audits, and runs a programme of new-starter/refresher annual training.
Human
resources
Failure to attract and retain high-quality individuals, both in the UK and
internationally, could impact on the delivery of the Group’s strategy.
The Group’s Graduate Development Scheme, along with links to local universities, provides a
steady inflow of high-quality staff to support the future growth of the Group, whilst the Group’s
Senior Management Development Programme and its “Introduction to Leadership” courses aim to
create a succession of employees into senior roles. Steps are taken to encourage the retention of
the employees, including various share ownership schemes to incentivise its workforce and to
further improve retention.
Cyber security Risk of cyber crime with the potential to cause operational disruption,
loss or theft of information, inability to operate effectively, loss of
online sales or reputational damage.
The Group continues to review and invest, where appropriate, in the development and maintenance
of its IT infrastructure, systems and security. An external IT security audit is carried out on an annual
basis to ensure that any weaknesses in our systems are identified and can be rectified. New employees
receive IT training to increase awareness of cyber risk. Disaster recovery, business continuity and
crisis communication plans are maintained.
continued
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Overview Financial StatementsGovernance
Strategic Report
Viability Statement
In accordance with provision 31 of the
UK Corporate Governance Code 2018,
the Directors have assessed the viability
of the Group over a five-year period to
July 2029, taking account of the Group’s
current position and the Group’s principal
risks, as detailed in the Strategic Report.
Based upon this assessment, and the
assumption of the banking facilities
continuing as referred to below, the
Directors have a reasonable expectation
that the Group will be able to continue in
operation and meet its liabilities as they fall
due over the five-year period to July 2029.
In making this statement, the Directors
have considered the resilience of the Group
in severe but plausible scenarios, taking
account of its current position and prospects,
the principal risks facing the business, how
these are managed and the impact that
they would have on the forecast financial
position. In assessing whether the Group
could withstand such negative impacts, the
Board has considered cash flow, impact on
debt covenants and headroom against its
current borrowing facilities over the five-
year period. In such a scenario, any return
toshareholders would be reduced.
The Group has a suite of working capital
facilities with HSBC including a £25.0m
invoice discounting facility which runs until
June 2027 and a £12.0m import loan facility,
which is repayable on demand and subject to
annual renewal. During the year, the Group
paid off the £10m amortising loan it had used
for the acquisition of Salter Brand Limited.
In line with the Group’s stated Capital
Allocation Policy, it is expected that the
Group will aim to keep its net debt at a level
of around 1x the Group’s Adjusted EBITDA.
Therefore, the Directors believe that, in the
ordinary course of business, the Group will
continue to wish to use facilities to fund
short-term working capital requirements,
and it is assumed that these facilities
will continue throughout the period to
31 July 2029.
The following three principal risks were
selected for enhanced stress testing:
• Macroeconomic factors: the impact of
a significant economic downturn and
reduced consumer spending arising out
of matters including, but not limited to,
inflationary pressures, higher interest
rates, higher taxation, and the impact from
recession or reduced consumer spending.
• China sourcing: in particular a severe
restriction in product supply levels due to
potential power outages and significantly
reduced shipping capacity.
• Margin dilution: including the effects of
changes in exchange rates and changes in
freight costs.
The adverse impacts of the stress testing
were reflected as reductions in revenue and
gross margin. In the situations reviewed, the
business remained robust, with sufficient
funding and headroom and compliance
with key covenants, and able to remain in
operation over the period reviewed.
The stress testing also included layering
of risks, whereby multiple risks occurred
simultaneously. These scenarios showed
the limits of the Group’s resilience. In each
test a number of mitigating operational
and financial actions were taken including
the suspension of the dividend, lowering
of capital expenditure, the reduction in
discretionary operating spending, and,
in the case of a severe downturn from
reducing headcount. With these mitigating
actions, it was shown that the Group would
be able to remain in operations.
In addition to the enhanced stress testing,
the Group has also considered climate
change as a key long-term risk to our
business model. This fuller assessment of
the climate-related risks the Group faces,
and our actions to mitigate these risks, is
provided in the TCFD-related disclosures
on pages 38 to 41.
The Board considers that the Group’s
long-term relationships with many of its
customers and suppliers, its increased
diversification through new customer
relationships and international focus, and
its mass-market branded consumer goods
strategy offer the Group protection from,
and the necessary resilience to withstand,
such severe scenarios materialising.
The Board selected the period of five
years to 31 July 2029 as an appropriate
period for the Group’s Viability Statement,
as management currently use five-
year forecasts as part of the business
planningprocess.
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Strategic Report
Corporate Governance
Doing the
right thing
47
Ultimate Products plcAnnual Report 2024
Overview Financial Statements
GovernanceStrategic Report
Board of Directors
The Board of Directors has
overall responsibility for the
Group. Its aim is to represent
leadership and control in order
to promote the successful
growth and development of
the business.
Christine Adshead
Non-executive Chair
Andrew Gossage
Chief Executive Officer
Simon Showman
Chief Commercial Officer & Founder
Date appointed
August 2024
Date appointed
February 2024
Date appointed
February 2024
Christine Adshead is a former Partner at PwC,
where she spent nearly 20 years providing
transaction advisory services across a range
of corporate activities and a variety of sectors,
including retail and consumer goods. She was
PwC’s London region private equity leader, as
well as being a national leader for mid-tier private
equity. Christine was also an elected member of
the PwC Supervisory Board, the governance body
for PwC in the UK which represents the interests of
over 900 partners and is responsible for providing
constructive challenge to PwC’s UK Executive
Board. Christine is a Non-executive Board Member
of Hill Dickinson LLP, an international commercial
law firm headquartered in Liverpool. Joined the
Company on 21 September 2020 when she was
appointed Non-executive Director.
Andrew is a chartered accountant and started
his career with Arthur Andersen where he held
positions in audit and transaction support. In 1998,
he transferred into industry, taking on the role of
Finance Director & General Manager of Mersey
Television, an independent television producer of
continuing drama including Hollyoaks, Brookside
and Grange Hill. Andrew joined Ultimate Products
in 2005, initially as Finance Director, and was an
integral part of the management buyout team that
year. He joined the Company initially as Finance
Director in 2005 before being promoted to Chief
Operating Officer in 2007 and Managing Director
in 2014.
Simon began his career working for an auctioneer
before founding Ultimate Products in 1997.
Since then, Simon has led the Group through its
transformation from a clearance business to an
international branded wholesale business. Simon
leads the Group’s international expansion strategy
and is directly responsible for the key trading
functions of sales and buying, continuing to be the
driving force building strategic relationships with our
key retail customers. Having been Chief Executive
Officer since 2005, he stepped into the new role of
Chief Commercial Officer on 8 February 2024.
Committee Membership
Committee Membership
Audit and Risk Committee
Committee Membership
Remuneration Committee
Nomination Committee
ESG Committee
Chair of Committee
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Ultimate Products plcAnnual Report 2024
Overview Financial Statements
GovernanceStrategic Report
Christopher Dent
Chief Financial Officer
Robbie Bell
Senior Independent
Non-executive Director
Alan Rigby
Independent
Non-executive Director
José Carlos González-Hurtado
Independent
Non-executive Director
Andrew Milne
Independent
Non-executive Director
Date appointed
April 2022
Date appointed
March 2017
Date appointed
March 2017
Date appointed
October 2024
Date appointed
October 2024
Chris has substantial accounting and
financial experience from his time in the
profession and as CFO of publicly listed
companies. Chris began his career at
Deloitte LLP where he spent ten years
within audit, corporate finance and
transactional accounting services. He
subsequently spent four years as CFO
of AIM-listed 7digital Group plc, and
then five years as CFO of AIM-listed
Franchise Brands plc. Chris is a Fellow of
the Institute of Chartered Accountants of
England and Wales.
Robbie is currently Chief Financial
Officer of Highbourne Group whose
brand portfolio includes City Plumbing,
The Bathroom Showroom, The
Underfloor Heating Store & Plumbworld.
He was formerly CFO of Holland &
Barrett, Europe’s largest health and
wellness retailer, prior to which he was
Chief Executive Officer of motorway
services operator Welcome Break
Group along with ten years at Screwfix,
overseeing sales growth of over £1bn.
Alan spent the majority of his working
career at HSBC plc, joining in 1975
and gaining broad experience through
a range of management positions
including credit and risk, retail,
commercial, large corporate and
global banking markets. Prior to his
retirement from HSBC, he was Head
of Corporate Banking in Manchester
between 2004 and 2014. In the three
years to December 2016, Alan provided
independent consultancy services to
private companies on strategy, corporate
transactions and refinancing.
José Carlos is Senior Advisor to private
equity firm Advent International and
to Roland Berger, a management
consultancy. He is a member of the
Advisory Board of Dichter & Neira, a data
and market research company, and until
recently was an adviser to Mintec Ltd, a
provider of commodity price data and
market intelligence. He was previously
President of International for Information
Resources, Inc., a technology and
data company, Group CCO for retailer
Carrefour, and VP at Procter & Gamble,
where he spent more than 20 years.
He holds an MBA and a Masters in Law
(equivalent) from Universidad Pontificia
Comillas (Madrid) and has lectured on
Marketing and Business subjects in
several universities in Spain and Israel.
Andrew has been CEO of AIM-listed
Nichols plc, a diversified soft drinks
business, since 2021 having joined
Nichols as Commercial Director in 2013.
He was previously a Sales Director for
Coca Cola Enterprises, prior to which
he held a variety of commercial roles
at GSK, after having started his career
at Marks & Spencer. He holds a BSc
in Business and Technology from
Sheffield Hallam University.
Committee Membership
Committee Membership Committee Membership Committee Membership Committee Membership
Board of Directors continued
49
Ultimate Products plcAnnual Report 2024
Overview Financial Statements
Governance
Strategic Report
I am pleased to present this year’s
Corporate Governance Report
which describes our approach
to governance and sets out how
the principles of the 2018 UK
Corporate Governance Code
(the “Code”) have been applied
during the year. Information about
the operation of the Board and its
Committees, and an overview of
the Company’s system of internal
controls are also included.
Corporate governance plays a crucial role in
helping to preserve value for shareholders
by providing a process for decision-making
which should ensure that all major decisions
are considered in good time, that the Board
is provided with good-quality briefing
materials which cover all relevant factors and
that our deliberations consider the risks, as
well as the opportunities, in the issues before
us. It is for these reasons that the Board is
committed to achieving high standards of
corporate governance.
As a company listed on the main market of
the London Stock Exchange, the Company
is required to comply with the Code,
Listing Rules, Disclosure Guidance and
Transparency Rules and the Companies
Act 2006. As the Company is below the
FTSE 350, some provisions of the Code do
not apply. However, the Company intends,
wherever possible, to apply best practice to
maintain strong governance.
Preserving value
for shareholders
Chair’s introduction
Christine Adshead
Chair
Compliance with the Code
The Board is committed to maintaining an
embedded culture of good and effective
governance, to support the sustainable
success of the business for the benefit of
its members as a whole. The Company is
committed to applying the principles of
corporate governance contained in the Code
and to comply with the provisions therein.
Each of the provisions of the Code has
been reviewed and the Directors consider
that the Company has generally complied
throughout the year ended 31 July 2024 with
the provisions of the Code.
The Board
The Board has eight members, comprising of
three Executive Directors, a Non-executive
Chair and four Independent Non-executive
Directors.
The Board reflects a good balance of
skills and a diversity of expertise from
operational, financial, sector-specific and
general business background. The Board
is committed to ensuring that it continues
to have an appropriate balance of skills,
experience and knowledge of the Group and
its sector to enable it to discharge its duties
and responsibilities effectively.
The Executive Directors work solely for
the Company and the Board considers
that any other directorships held do not
interfere with their responsibilities to the
Company. The Board are satisfied that other
commitments of the Chair and of the Non-
executive Directors do not prevent them from
devoting sufficient time to the Company. The
Board considers each of the Non-executive
Directors to be independent for the
purposes of the Code and free to exercise
independent judgement.
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The Board considers that, at the time of her
appointment, the Chair was independent for
the purposes of the Code.
The roles of Chair and Chief Executive
Officer are separate and there is a clear
division of responsibilities between those
roles. The Chair is responsible for the
leadership and governance of the Board
and ensures the effective engagement
and contribution of all Non-executive
and Executive Directors. The Chair also
ensures that Board meetings are conducted
with openness and challenge. The Chief
Executive Officer has overall responsibility
for all commercial and operational elements
of day-to-day running of the Group.
The Chair maintains regular contact with
the Independent Non-executive Directors to
discuss and address any issues or concerns
outside of formal Board meetings. The
Chair also provides support to the Executive
Directors, where required.
The Senior Independent Non-executive
Director provides a sounding board for
the Chair and is available to shareholders
if they have concerns that have not been
resolved via the normal channels of Chair,
Chief Executive Officer or the other Executive
Directors, or where communication through
such channels would be inappropriate.
Role of the Board
The Board is collectively responsible to
the Group’s shareholders for the long-
term success of the Group, determines the
strategic direction of the Group and reviews
operating, financial and risk performance.
The Board is required to maintain strong
governance processes and oversight to
help drive the culture of the business so
that it can deliver on its responsibility to its
widerstakeholders.
There is a formal schedule of matters
reserved for the Board which includes such
matters include:
• the approval of the Group’s annual
business plan;
• the Group’s strategy;
• acquisitions;
• capital expenditure projects above
certain thresholds;
• Financial Statements;
• the Company’s dividend policy;
• changes to the capital and structure;
• borrowing powers;
• appointments to the Board;
• legal actions brought by or against the
Group above certain thresholds; and
• the scope of delegations to Board
committees, subsidiary boards and the
management committee.
It is the intention that the reserved matters
will be reviewed as part of the annual
evaluation of board effectiveness.
The Board is supported by a dedicated
and experienced Operating Board in the
delivery and execution of their objectives.
Responsibility for the development of
strategy and operational management is
delegated to the Executive Directors with
the support of the Group’s Operating Board,
which as at the date of this report includes
the Executive Directors and seven senior
managers. The Board aims to meet with the
Operating Board once each year to formally
consider the strategic direction of the
Group. The latest strategy day occurred in
May2024.
Evaluation of Board performance
In line with the Code, a formal and rigorous
performance appraisal of the Board, its
Committees, the Directors and the Chair is
conducted annually, as we recognise that
our effectiveness is critical to the Group’s
continued long-term success. The Company’s
Articles require that every three years the
Board’s performance is externally facilitated,
with the prior year being one of those years.
The Board appointed New Street Consulting
Group Limited (NSCG) to carry out a review
of the Board and its principal committees,
and this review occurred during the current
year, with a formal report being issued to the
Group in October 2023. Overall, the review
found that the Board and its Committees
were functioning well and are cohesive in
their desire for continuous improvement.
The Board subsequently had further detailed
discussions of the report in January 2024
and agreed on a set of actions in order
to further improve its performance and
effectiveness. In the current year, the Chair
of the Board changed on 1 August 2024.
Therefore, the timing of the internal board
effectiveness review has been scheduled
for January 2025 in order to allow a period
of time for the new Chair to settle before a
performance appraisal is undertaken.
Training and development
On appointment to the Board, new Directors
are given a tailored induction to introduce
them to the business, which will include
any training which may be deemed
necessary. The Company will provide any
further training deemed necessary at the
direction of the Board member, along with
participation in strategic and other reviews
to ensure that the Directors continually
update their skills, knowledge and familiarity
with the Group’s business.
The Directors are also able to take
independent professional advice, as deemed
necessary, to discharge their responsibilities
effectively. All Directors have access to
the advice and services of the Company
Secretary. The Non-executive Directors
have access to senior management of
thebusiness.
fl
The Articles allow the Board to authorise
potential conflicts of interest that may
arise from time to time, subject to certain
conditions. The Company has appropriate
conflict authorisation procedures, whereby
actual or potential conflicts are considered
and authorisations sought as appropriate.
Each Board meeting and Committee
meeting agenda includes conflicts of
interest to ensure that any potential conflicts
are identified and handled accordingly,
in advance of any discussion on the
identifiedmatter.
Committees of the Board
The Board has formally delegated specific
responsibilities for audit, risk management
and financial control, Board composition and
remuneration to various committees, namely
the Audit and Risk Committee, Nomination
Committee, Remuneration Committee and
the ESG Committee. These committees are
all chaired by an Independent Non-executive
Director or the Chair, enabling them to take
an active role in influencing and challenging
the work of the Executive Directors and
Senior Management Team. Details of the
composition, responsibilities and activities
of these committees are set out below.
The Terms of Reference of each committee
are reviewed annually and are available on
the Company’s website, www.upplc.com.
Chair’s introduction continued
51
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Chair’s introduction continued
The Audit and Risk Committee assists the
Board in discharging its responsibilities with
regard to reviewing and monitoring the
integrity of the financial information provided
to shareholders, the Group’s system of
internal controls and risk management
(including climate-change related risks),
the internal and external audit process and
auditors, presenting a fair, balanced and
understandable assessment of the Group’s
position and prospects, and the processes
for compliance with laws, regulations and
ethical codes of practice. The Audit and
Risk Committee is chaired by Robbie Bell,
with other members being Alan Rigby and
Christine Adshead. The report of the Audit
and Risk Committee is included on pages
54 to 57.
Nomination Committee
The Nomination Committee leads the
process for making appointments to the
Board and ensures that there is a formal,
rigorous and transparent procedure for the
appointment of new Directors to the Board.
The remit of the Nomination Committee also
includes reviewing the composition of the
Board through a full evaluation of the skills,
knowledge and experience of Directors
and ensuring an effective succession plan
is maintained for appointments to the
Board and senior management positions.
The Nomination Committee makes
recommendations to the Board on its own
membership and that of its other committees.
The Nomination Committee believes and
applies the concept that building a diverse
and inclusive culture is integral to the
success of the Group.
Diversity includes aspects such as diversity
of skills, perspectives, industry experience,
educational and professional background,
gender, ethnicity and age. It is the Group’s
aim to have the appropriate level of diversity
on the Board to reflect the diverse nature of
the Group’s operations and provide a wider
perspective to decision-making. We remain
committed to ensuring that recruitment
and promotion of individuals throughout
the Group, including those at Board and
senior management level, is based on merit
and objective criteria, always considering
relevant skills, experience, knowledge,
ability and with due regard for the benefits
of diversity and inclusion. At the date of this
report, female representation on the Board
was 12.5% and on the Group’s Operating
Board was 40%, in line with the Board’s initial
target for gender diversity.
Currently the Board is not fully compliant with
the Listing Rules requirements of LR9.8 as
amended in 2023, but recent appointments
to the Board have increased its overall
diversity. The appointment of Christine
Adshead as Chair of the Board means that
a woman holds a senior Board position.
The Board does not currently contain a
Director from a minority ethnic background.
It is expected that over time the composition
of the Board will change, and that, when
appointing any new Directors, due weight
will be given to the overall diversity of the
Board when considering succession and
Board appointments.
Succession planning is a key responsibility
of the Nomination Committee, who continue
to review and provide feedback on the
corporate succession plan prepared for
the Board, senior management and other
key positions, along with consideration of
alternative leadership structures.
The plan addresses both emergency cover
and long-term succession. The Committee
believes that maintaining an open dialogue
with the Executive Directors is crucial to
support effective succession planning and,
to this end, the Chair held meetings with the
Executives to discuss and understand their
current thoughts for the future.
During the year, the Nomination Committee
has made significant progress in relation to
long term succession planning. Since listing,
the Group has maintained a leadership
team comprised of a Chief Executive Officer
and a Managing Director. The Nomination
Committee reviewed the responsibilities of
the roles and concluded that moving forward
a more conventional approach would be
conducive to succession planning. As such
the Nomination Committee appointed
Andrew Gossage as Chief Executive
Officer, with overall responsibility for the
Group’s strategy. Simon Showman was
appointed into the newly created role of
Chief Commercial Officer to allow Simon
to focus on the Commercial aspects of the
business including business development,
product development and managing key
retailerrelationships.
In addition, the Committee has made
progress with relation to changes to the
Non-executive make up of the Board.
The Committee was aware that the Chair,
Senior Independent Director, and Chair of the
Audit Committee would all have completed
their full nine-year terms at the same point
in time in FY26, having all been appointed
at the time of the Companies Listing in 2017.
Therefore during the year, the Committee
designed and began implementation of
a process and timetable by which the
candidate search and handover of each of
these important Non-executive Director roles
could be done to provide suitable continuity
and without the inevitable disruption and
potential damage to the operation of
the Board if succession in all these roles
occurred simultaneously. The first, and most
crucial, step that the Committee took was the
appointment of Christine Adshead as new
Chair of the Board to replace Jim McCarthy.
Christine has been a Non-executive Director
since her appointment 21 September 2020
and understands the Group’s culture, strategy
and people. Her leadership will provide
continuity whilst Andrew and Simon grow into
their new roles, and whilst the Nomination
Committee works on replacing the other
non-executive roles which need to be
replaced over the next year. Since year end,
this process has resulted in the appointment
of two new Non-executive Directors to the
business, Andrew Milne and José Carlos
González-Hurtado. Andrew brings with him
an in-depth knowledge of the UK consumer
goods landscape. José Carlos’ experience
of running and advising businesses across
Europe will be additive to our own ambitious
growth plans for that region.
In line with our medium-term succession
planning, Robbie Bell, Board member since
March 2017, has been appointed to the role
of Senior Independent Director. Alan Rigby
remains on the Board.
Under the guidance of the Nomination
Committee, the Group has continued
to support the Senior Management
Development Programme (the “Programme”),
which aims to promote the development
of talent from within, along with supporting
the succession planning and diversity
objectives of the Board. Colleagues on
the Programme periodically update and
reassess their personal skills matrix, their
development areas and training needs to
allow them to enrich their skills, experience
and development.
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Remuneration Committee
The Remuneration Committee assists the
Board in fulfilling its responsibility to ensure
that the Remuneration Policy and practices
of the Company are fair, responsible,
linked to performance and have regard to
statutory and regulatory requirements. The
Remuneration Committee is currently chaired
by Christine Adshead, who replaced Alan
Rigby during the year and its other members
during the year were James McCarthy,
Robbie Bell and Jill Easterbrook. It is noted
that Christine Adshead has now taken the
position of Chair of the Board from 1 August,
and will, therefore, be stepping down from
the position of Chair of the Remuneration
Committee once she has completed the
responsibilities in relation to the current
financial year. The Remuneration Committee
Report is included on pages 58 to 77.
ESG Committee
The ESG Committee assists the Board in
defining the Company’s strategy relating
to ESG matters and reviewing the practices
and initiatives relating to ESG matters
ensuring they remain effective, up to date
and aligned to the overall business strategy.
This includes: the Group’s impact on the
natural environment and its response to
climate change, including greenhouse gas
emissions, energy consumption, generation
and use of renewable energy, pollution,
efficient use of resources, the reduction
and management of waste, and the
environmental impact of the Group’s
supply chain; the Group’s interactions
with employees, customers, suppliers,
other stakeholders and the communities
in which it operates and the role of the
Group in society, including workplace
policies, working conditions and employee
opportunities, equality, gender and diversity
policies, ethical/responsible sourcing,
social aspects of the supply chain (including
modern slavery), and engagement with
and contribution to the broader community
through social projects and charitable
donations, and the ethical conduct of the
Group’s business, including its corporate
governance framework, business ethics,
policies and codes of conduct, the
management of bribery and corruption, and
the transparency of non-financial reporting.
Jill Easterbrook chaired the Committee
during the year, before stepping down post
year end. I want to take the opportunity
to thank her for the excellent work she did
in the establishment of this committee.
The ESG Committee Report is included on
pages 24 to 41.
Meetings and attendance
Board meetings are scheduled to be held
monthly. As required, additional Board
and committee meetings may be held to
progress the Company’s business. In the
year ended 31 July 2024, the number of
scheduled meetings of the Board and of the
Committees of the Board, along with the
attendance of individual Directors, are set
out in the table below.
In advance of their meetings, the Board is
provided with an agenda and all relevant
documentation, reports and financial
information in a timely manner to assist
them in the discharge of their duties and
to ensure that decisions are well informed
and made in the best interests of the Group.
No one Board member has the power to
make a decision without the sanction of
the other members.
Board
Committee
Remuneration
Committee
Nomination
Committee
ESG
Committee
Number of meetings
James McCarthy
Simon Showman
Andrew Gossage *
Chris Dent * * *
Alan Rigby
Robbie Bell
Christine Adshead
Jill Easterbrook
* Denotes Directors who attended Board Committee meetings during the year by invitation.
If any member is unable to attend a Board
meeting, they have the opportunity to
discuss any agenda items with the Chair
before the meeting.
Shareholder engagement
The Board is fully committed to open
and constructive engagement with
shareholders, and, during the year, the
Executive Directors carried out two investor
roadshows to present to major existing
and potential shareholders and to gain an
understanding of their views. Furthermore,
the Board fully appreciates the importance
of private shareholders and their need for
reasonable information and engagement.
Therefore, the Board continues to engage
Equity Development Limited to provide
regular, publicly available research notes
on the Group (also posted to the Group’s
website) along with video interviews and
hosting webinars to present results and
tradingstatements.
The Company is considerate of the views
of its major shareholders and commits
to providing an accessible, professional
approach and provision of timely and
accurate data in its interactions with its
shareholders. To ensure that the whole
Board develop an understanding of the
views of major shareholders about the
Company, feedback is provided to the
Board following shareholder contact and
this understanding will continue to be
developed going forward.
All shareholders are entitled to attend the
AGM and can lodge their votes by way of
proxy and/or to attend such meetings in
person. They also have the opportunity to
ask questions of the Board, including the
Chairs of the Board Committees and to meet
informally with the Directors to discuss any
issues they may wish to raise.
Christine Adshead
Chair
28 October 2024
Chair’s introduction continued
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The Committee was pleased
with the smooth transition of the
external audit to PKF Littlejohn LLP
during the year.
Robbie Bell
Chair of the Audit and Risk Committee
Governance
The Committee’s Terms of Reference are
published on the Group’s website. The Board
is satisfied that Robbie Bell has recent and
relevant financial experience, as required
by provision 24 of the Code and has
determined that the current composition of
the Committee as a whole has competence
relevant to the sector in which the Company
operates. The meetings are attended by all
of the Committee members and, by invitation,
the Chief Financial Officer and other
senior employees of the Group, along with
representatives from the external auditors.
In addition, the Committee has also met with
the external auditor without the Executive
Directors present.
Role and responsibilities
The primary role of the Committee is to
assist the Board in fulfilling its oversight
responsibilities. This includes:
• monitoring the integrity of the annual and
interim Financial Statements and formal
announcements relating to the Group’s
financial performance, and reviewing any
significant financial reporting estimates,
judgements and disclosures that they
contain;
• reporting to the Board on the
appropriateness of the Group’s
accounting policies and practices;
• if requested by the Board, ensuring that
a robust assessment of the principal risks
facing the Company is undertaken and
providing advice on the management and
mitigation of those risks. In the current
year, the Committee performed a detailed
review of the risks surrounding stock;
Audit and Risk
Committee Report
Introduction
The Audit and Risk Committee
assists the Board in discharging
its responsibilities with regard to
financial reporting, internal controls
and risk management, the internal
and external audit process and
auditors, including reviewing and
monitoring the integrity of the
Group’s annual and half-yearly
Financial Statements.
Committee Membership
Robbie Bell
(Chair)
Alan Rigby
Andrew Milne
José Carlos González-Hurtado
Number of meetings
held during the year
6
Robbie Bell
Chair of the Audit and Risk Committee
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• reviewing and monitoring the
effectiveness of the Group’s internal
control and risk management systems;
• whilst the Group has no internal audit
function, considering at least annually
the need for an internal audit function,
reporting its recommendation and
reasons thereof to the Board;
• making recommendations to the Board in
relation to the appointment and removal
of the external auditor and approving its
remuneration and terms of engagement;
• reviewing and monitoring the
external auditor’s independence and
objectivity and the effectiveness of the
auditprocess;
• reviewing the policy on the engagement
of the external auditor to supply
non-audit services;
• reviewing and monitoring the
appropriateness of the Group’s
whistleblowing and anti-bribery
procedures; and
• reporting to the Board on how it has
discharged its responsibilities.
Committee
During the year and the period to the
date of this report, the Committee has:
• reviewed and discussed with the
external auditor the key accounting
considerations, estimates and
judgements reflected in the Group’s
results for the six-month period ended
31January 2024;
• reviewed and agreed the external
auditor’s audit strategy memorandum
in advance of its audit for the year
ended 31July 2024;
• reviewed the non-audit services
provided to the Group by the external
auditor and assessed its independence
andobjectivity;
• agreed the terms of engagement
and fees to be paid to the external
auditor for the audit of the 2024
FinancialStatements;
• reviewed reports from management
regarding their approach to key
accounting considerations, estimates and
judgements in the Financial Statements
for the year ended 31 July 2024;
• discussed the report received from the
external auditor regarding its audit in
respect of the year ended 31 July 2024;
• reviewed the half-year and full-year
Financial Statements;
• considered the Group’s principal and
emerging risks, together with the
processes for mitigating these risks
and assigning appropriate actions with
reference to the external environment;
• discussed and considered the Group’s
exposure to the risk of fraud, including
the safeguards in place to mitigate
thisrisk;
• reviewed and approved the Group’s
Viability Statement, including the
approach and assumptions taken,
giving consideration to key risks;
• discussed and agreed the nature and
scope of the review and assessment of
the Group’s internal control framework;
• reviewed the effectiveness of the Group’s
internal control systems, including
reviewing the key control cycles and
reviewing the results of substantive
testing of key internal controls; and
• considered the effectiveness of the
Group’s IT security in relation to
cyberattacks.
At the request of the Board, the Committee
also considered whether the Annual Report
and Accounts for the year ended 31 July
2024, taken as a whole, are fair, balanced
and understandable and provide the
information necessary for shareholders
to assess the Group’s position and
performance, business model and strategy.
Following enquiry into and discussion of
management’s processes in this regard,
along with consideration of the draft Annual
Report and Accounts, the Committee
recommended to the Board that it could
make the required disclosure as set out in
the Directors’ Responsibilities Statement
on page 81.
fi
The significant matters and key accounting estimates considered by the Committee during
theyear were:
fi How the issue was addressed
Revenue recognition
The Group has various revenue streams which
have different recognition policies. The Audit and
Risk Committee sought assurance that the Group’s
revenue recognition policy was appropriate and
that it had been consistently applied throughout
the period.
The Audit and Risk Committee reviewed and
assessed management’s key internal controls in
relation to the recording of revenue and were
satisfied that the Group’s revenue recognition
policy had been applied consistently throughout
the year. Having also liaised with the external
auditors, the Audit and Risk Committee was
satisfied that revenue was correctly recognised.
Customer rebates and discounts
Estimation is required in the determination of the
rebates and discounts provision at the year end
and the resultant reduction in revenue. Estimates
are required as there are not always formal
agreements in place and calculations can be
complex, with varying criteria, such that estimation
is required.
The Audit and Risk Committee has reviewed and
challenged management on the approach taken
to determining the level of provision required for
rebates and discounts. Having also liaised with the
external auditors, the Audit and Risk Committee
was satisfied with the approach taken and the
level of provision included within the Financial
Statements.
continued
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fi
The Committee has conducted a robust
assessment of the principal risks faced by the
business and the mitigating factors in force,
along with a review of the internal financial
controls, including those that would threaten
its business model, future performance,
solvency or liquidity.
The Group maintains a register of principal
risks faced by the business, as determined
by discussions with Executive and Non-
executive Directors and members of the
Senior Management Team. Once identified,
risks are assessed by the Committee
according to their likelihood, potential
impact and time horizon. Risks are
reassessed based on the strength of
mitigating controls in place and an
appropriate risk response is determined.
The risks are subject to ongoing monitoring
and review by both the Board and the
Committee, including an update on the
movements in impact and likelihood of each
and progress on mitigating actions.
The principal risks and uncertainties of the
Group and their mitigation are included on
pages 44 to 45. The impact of these risks
has been considered in the Viability
Statement on page 46 and the Going
Concern assessment on page 97.
The Group’s financial reporting process is
underpinned by the established system
of internal financial controls and review
procedures that form part of the monthly
Group reporting process. The procedures
are well established and incorporate a
thorough review of performance, supported
by appropriate segregation of duties and
defined approval processes to minimise the
risk of misappropriation.
Each year, the review and assessment of
the Group’s internal control framework is
planned and prioritised taking account of any
developments during the year, the business’s
key risks as identified by the risk register, and
through discussion with the external auditor
regarding those areas presenting the most
significant risk of misstatement. Accordingly,
during the year, the Group’s internal control
cycles were reviewed and key controls were
identified and tested.
The Group’s risk management and internal
control systems have been in place
throughout the financial year and up to the
date of approval of the Annual Report and
Financial Statements. The Committee is
satisfied that the internal financial controls
have operated effectively for the period
under review and to the date of the Annual
Report and Financial Statements.
Internal audit
The Committee is responsible for monitoring
and reviewing the effectiveness of the
systems established to identify, assess,
manage and monitor financial risk. The
Group does not have an internal audit
function. During the year and the period
to the date of this report, the Committee
reviewed the results of the internal control
cycles and concluded that the controls
employed are appropriate, functioning as
intended and sufficient for the size and
nature of the Group.
The Committee will continue to review, on
an ongoing basis, whether the Group’s size
and activities are such that an internal audit
function should be established in the future.
External audit
During the previous year the Group
appointed PKF Littlejohn LLP as its auditor
following the completion of a formal tender
process. The independence and objectivity
of the auditor is regularly considered by the
Committee, taking into consideration relevant
UK professional and regulatory requirements.
The Committee reviews an annual statement
from the auditor detailing their independence
policies and safeguards and confirming its
independence, considering relevant ethical
guidance regarding the provision of non-
audit services by the external auditor. The
Committee has considered and approved
the terms of engagement and fees of the
external auditor for the year ended 31
July 2024. There were no contingent fee
arrangements. Audit fees payable by the
Group to PKF Littlejohn LLP in the year
ended 31 July 2024 totalled £126,000
(2023: £115,000). The Committee reviewed
the level of non-audit services and fees
provided by PKF Littlejohn LLP. For the year
ended 31 July 2024, these totalled £13,000
(2023: £nil) which all related to half-year
assurance services (in the prior year this
service was provided by BDO). The ratio of
audit fees to non-audit fees, in total, for the
year ended 31 July 2024 is 1:0.1.
Auditors’ remuneration:
2024
£’000
2023
£’000
Fees for audit of the Company
Fees for the audit of the Company’s subsidiaries
Total audit fees
Other assurance services –
Total non-audit fees –
continued
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The Committee is required to consider and
review the effectiveness of the external
auditor on an annual basis and report
its findings and recommendations to the
Board. The assessment of effectiveness
was completed by means of an ongoing
process of review throughout the year with
the Committee seeking assurances and
understanding of the auditor’s approach
to the audit. In particular, the Committee
reviewed and approved the external
auditor’s plan for undertaking the year-end
audit, including the scope of their work and
their proposed approach to key risk areas
identified. The Committee also reviewed the
detailed reports prepared by the external
auditor setting out their findings from year-
end audit. The results were reported to and
discussed by the Audit and Risk Committee.
Following the completion of the current year
audit, it is the Committee’s intention that this
approach is supplemented by the completion
of a questionnaire by the members of
the Audit and Risk Committee and senior
members of the finance team involved in
the audit, to include consideration of the
audit partner and team, as well as approach
andcommunication.
Considering the ongoing review of the
effectiveness, the independence and
the length of tenure of the auditors, the
Committee recommends that a resolution
for the reappointment of PKF Littlejohn
LLP as the Company’s auditor should be
proposed at the forthcoming AGM.
Robbie Bell
Chair of the Audit and Risk Committee
28 October 2024
continued
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Board changes
As set out on page 50, during the course
of this year we have seen the Board
transition to new leadership under the
new CEO, A Gossage, who has been the
Managing Director for the Company since
2014 and been responsible for the Group’s
strategy and overseeing its operational
functions and online business. Subsequently,
S Showman has stepped down from his
CEO duties and has taken the position as
Chief Commercial Officer. Further details
on the approach to Andrew and Simon’s
remuneration is set outbelow.
In addition, as set out on page 50, the
Company is currently going through a
period of transition with Jill Easterbrook
stepping down from the Board and the
appointment of Andrew Milne and José
Carlos González-Hurtado to the Board
on 28 October 2024. As part of this
transition, this will be my last year as the
Committee Chair, having stepped to take
up the position of the Chair of the Board.
On behalf of the Committee, I would like
to welcome Andrew Milne, who will be
taking over as the Committee Chair,
and José Carlos González-Hurtado to
the Committee.
The Report is set out in the
followingsections:
Section Page
Chair’s statement 58
Summary of the Directors’
Remuneration Policy approved at
the 2023 AGM 60 to 68
Annual Report on Remuneration 69 to 77
Remuneration
Committee Report
Introduction
The role of the Committee is to
ensure that Remuneration Policy
and practices of the Company are
designed to support strategy and
promote long-term sustainable
success, reward fairly and responsibly,
with a clear link to corporate and
individual performance
Committee Membership
Christine Adshead
(Outgoing Chair)
Alan Rigby
Robbie Bell
José Carlos González-Hurtado
Andrew Milne
(Chair Designate of
Remuneration Committee)
Number of meetings
held during the year
5
Christine Adshead
Outgoing Chair of the
Remuneration Committee
I am pleased to present the
FY24 Directors’ Remuneration
Report (the “Report”) on
behalf of the Remuneration
Christine Adshead
Outgoing Chair of the Remuneration Committee
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This year saw the first year of the
implementation of our new Directors’
Remuneration Policy, which was very well
received by shareholders, being approved
with over 93% of votes in favour at the
Annual General Meeting on 15 December
2023. On behalf of the Remuneration
Committee, I would like to thank
shareholders and their advisory
bodies for taking the time to engage with
us and for their feedback, which provided
valuable input and assisted the Committee
to develop the new Remuneration Policy.
The Committee is satisfied that the
Remuneration Policy has operated as
intended in FY24. This report complies with
the relevant provisions of the Companies
Act 2006 and Schedule 8 of the Large and
Medium-Sized Companies and Groups
(Accounts and Reports) Regulation 2008 (as
amended). The Committee has prepared this
report in line with the recommendations of
the UK Corporate Governance Code and the
requirements of the UK Listing Authority’s
Listing Rules and with consideration given
to guidance provided by investors including
the Investment Association’s Principles
ofRemuneration.
Our approach to remuneration
The Committee’s long-standing view
is that the remuneration of Executive
Directors should be competitive without
being excessive, aligned with the Group’s
corporate strategy and, in the case of variable
remuneration, be accompanied by stretching
and relevant performance conditions focused
on delivering shareholder value.
The Committee has continued to enjoy the
backing and understanding of the Executive
Directors in this approach, each of whom
respect the independence of theCommittee.
Implementation of Remuneration
Policy during the year
The Committee is satisfied that the
Remuneration Policy was operated as
intended and in line with the statement of
our intentions set out in last year’s report.
In reflection of the role changes for
S Showman and A Gossage, as described
above, an independent analysis was
undertaken by our external advisers
to assess the market rate for the new
roles. Based on this market data, and an
assessment of the skills and experience
of the incumbents, the Committee set the
CEO’s salary at £365,000 and the CCO’s
salary at £315,000 on appointment in their
new roles. This represents an increase
in salary of 36% for A Gossage and a
reduction in salary of 19% for S Showman.
The Committee is comfortable that the
proposed base salaries and subsequent total
remuneration packages are appropriate in
the context of external and internal relativities
as well as the experience of the Directors.
The base salary for C Dent was also
reviewed during the year and changed with
effect from 1 July 2024. On appointment,
the CFO’s salary was set at a discount to the
market rate, accommodating for increases
as he develops within his roles. His salary
was increased by 13% to £180,000 to reflect
his development in his role as CFO and
Company Secretary since appointment.
Performance and pay outcomes
during the year
Annual bonus
Under the awards for FY24, 80% of the
maximum bonus opportunity was based on
the achievement of an Adjusted EBITDA
target and 20% on achievement of personal
objectives. As the EBITDA performance
during the year was below the threshold
level, the EBITDA underpin was not met.
Therefore, despite progress against their
personal objectives, S Showman and
A Gossage did not receive any bonus
payout for the year.
Incentive Plan awards
Under the awards for FY24, 71% of the
maximum Incentive Plan opportunity was
based on the achievement of an Adjusted
EBITDA target and 29% on achievement of
personal objectives. As set out above, the
EBITDA performance underpin was not
met and thus the Incentive Plan award for
C Dent did not vest.
No Management incentive plan (MIP) awards
have been exercised by participants during
the year.
Conclusion
We remain committed to an open and
transparent dialogue with our shareholders
and welcome any feedback which
shareholders may have in relation to this
report. I will also be available at the AGM to
take any questions in relation to this report.
Christine Adshead
Chair of the Remuneration Committee
28 October 2024
Remuneration Committee Report continued
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Remuneration Committee Report continued
Remuneration Policy
1. Introduction
The Group’s Directors’ Remuneration Policy is intended to enable the Group to attract, retain
and motivate the Executive Directors and other senior executives necessary to achieve the
Group’s annual goals and long-term purpose, values and strategy and deliver sustainable
shareholder value. The Committee believes that:
• individuals should be properly rewarded where justified by the Group’s financial
performance and their personal contribution;
• the Group should pay no more than is necessary;
• remuneration packages should be constructed so as to include stretching performance
objectives linked to the long-term success and strategy of the Group; and
• remuneration structures should discourage the taking of excessive risk that is not aligned
with the long-term interests of shareholders.
The Ultimate Products Executive Remuneration Policy (the “Policy”) has been prepared to
comply with the Companies Act 2006, Schedule 8 of the Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008 (as amended) and the UK Listing
Authority’s Listing Rules. Due consideration has also been given to the recommendations
of the UK Corporate Governance Code (the “Code”) and to guidance provided by investors
including the Investment Association’s Principles of Remuneration. This Policy was approved
by Shareholders at the 2023 Annual General Meeting and is intended to operate for a
three-year term. The Group will only make remuneration payments to current or prospective
Directors, or payments for loss of office if the payment is in line with the Policy. If the
Committee wishes to change the Policy within this period, or is required to do so, it will
submit a revised Policy to shareholders for approval.
2. Summary of components of Executive Directors’ remuneration:
Fixed remuneration: Salary
Element,
purpose and
To provide an appropriate amount of basic fixed income to enable the recruitment and
retention of individuals who can facilitate the achievement of the Group’s strategy.
Operation The Committee reviews base salaries on an annual basis, taking into account:
• absolute and relative Group profitability;
• any changes to the scope of each role and its responsibilities;
• any changes to the size and complexity of the Group;
• salaries in comparable organisations;
• pay increases elsewhere in the Group; and
• the impact of any increases to base salary on the total remuneration package.
Maximum
opportunity
The Committee has set no overall maximum on salary increases, as it believes that
this creates an anchoring effect for Executive Directors and other employees. In most
circumstances, salary increases for Executive Directors will not exceed the average
increase awarded to other employees in the Group. Increases above this level will only
be granted in exceptional circumstances including (without limitation):
• a material increase to the responsibilities attaching to a role;
• a material increase in the scope of a role;
• a promotion to a different role;
• where a salary has fallen out of step with market norms; or
• where an Executive Director has been recruited on a below-market salary and the
Committee is gradually transitioning that person to a market rate.
In considering any increases to salary for Executive Directors, the Committee shall
carefully consider the impact of such changes on associated indirect costs including
pension contributions.
Performance
measures
None, although the Committee takes into account individual performance, skills and
experience when setting and reviewing salaries.
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Fixed remuneration: Benefits
Element,
purpose and
To provide market-competitive and cost-effective benefits to attract and retain
suitable Executive Directors and where appropriate, assist an Executive Director in the
performance of his or her duties.
Operation The Group provides a range of benefits to its Executive Directors in line with market
norms. These currently include the provision of a company car (or a car allowance), sick
pay and private medical insurance for the Executive Director and his or her spouse and
dependent children. Other than in respect of the Chief Commercial Officer, for whom a
life assurance policy with critical illness cover is provided, the Group does not currently
provide life assurance or permanent health insurance to Executive Directors. However,
the Remuneration Committee notes that the provision of such benefits is common at
comparable companies and if the Remuneration Committee in future determines that
such provision is necessary to attract or retain suitable Executive Directors, then it may
elect to provide these to one or more of the Executive Directors.
The Group reimburses reasonable work-related expenses to Executive Directors, such
as business travel and subsistence whilst on work trips, or expenses incurred in the
performance of their duties along with any tax liabilities that may arise.
Any additional benefits provided to Executive Directors are reviewed by the Committee
and approved only if reasonable, in line with good market practice and obtainable at a
proportionate cost.
For Executive Directors based outside of the UK, the Committee may consider
providing additional allowances where this is in line with local market practice and
expectations and is necessary in order to recruit or retain suitably skilled individuals.
Maximum
opportunity
The maximum opportunity will depend upon the cost of providing the relevant benefits
and the individual’s personal circumstances. The Committee has full regard to the cost
of providing any benefits and is committed to only providing benefits that are in line
with market practice, cost-effective for the Group and appropriate to the requirements
of a specific role or individual.
Performance
measures
None.
Fixed remuneration: Retirement provision
Element,
purpose and
To provide an income for Executive Directors in their retirement and enable the Group
to recruit and retain suitable individuals by aligning their overall package with those
offered by competitors for talent.
Operation The Group operates a defined contribution pension plan in which the Executive
Directors are eligible to participate and may provide contributions to the Executive
Directors’ personal pension arrangements or a cash allowance in lieu of pension
contributions.
Maximum
opportunity
The Executive Directors currently receive 3.5% of basic salary as a contribution to their
pension arrangements (or as an equivalent cash allowance), which is aligned to the
wider workforce.
For newly appointed Executive Directors, the contribution level (or payments in lieu)
will be aligned with those available to the Group’s broader workforce, other than in
exceptional circumstances.
Performance
measures
None.
Remuneration Committee Report continued
Remuneration Policy continued
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Remuneration Committee Report continued
Remuneration Policy continued
Variable remuneration: Annual Bonus Plan (A Gossage and S Showman only)
Element,
purpose and
To incentivise Executive Directors to deliver the Group’s corporate strategy by focusing
on annual goals that are consistent with longer-term strategic objectives and rewarding
the delivery of exceptional performance.
Operation Annual bonus targets are reviewed and set on an annual basis to ensure that they:
• align with the Group’s long-term strategy;
• are focused on the Group’s immediate strategic priorities;
• are appropriate given broader market conditions; and
• remain stretching.
Pay-out levels are determined by the Committee after the year end, based upon a
rigorous assessment of performance against the targets.
The threshold payment is between 0% and 25% of the maximum award. Other levels of
payout are set by the Committee from year to year depending on the appropriate level
of stretch in the targets to align with the business plans.
Bonuses may be paid in the form of cash or shares, and a proportion may be deferred
for a period of time, as determined by the Committee each year in the light of the
significant shareholdings of A Gossage and S Showman.
Malus provisions apply for the duration of the performance period and to shares or
cash held under the deferral arrangements, allowing the Committee to reduce to zero
any unvested or deferred awards.
Clawback provisions apply to cash amounts paid and shares or cash released for three
years following payment or release (as the case may be), allowing the Committee to
claim back all or part of any amount paid or released.
Maximum
opportunity
The maximum annual bonus opportunity that can be earned for any year is capped at
100% of base salary in the case of A Gossage and S Showman. For the avoidance of
doubt, no other Executive Director can participate in this plan.
Performance
measures
The awards under the annual bonus will be earned based on achievement against
a scorecard of measures set on an annual basis. At least 50% of the awards will be
assessed against financial performance metrics, with the balance assessed against
non-financial strategic/personal objectives.
The Committee is of the opinion that, given the commercial sensitivity of the detailed
performance measures used for the annual bonus plan, disclosing precise targets in
advance would not generally be in the interests of the Group or its shareholders. Actual
targets, performance levels achieved, and the resulting payments made will therefore be
disclosed, in most circumstances, retrospectively at the end of the performance period.
In exceptional circumstances such that the Committee believes the original measures
and/or targets are no longer appropriate, the Committee has discretion to amend
performance measures and targets during the year.
Variable remuneration: Incentive Plan
Element,
purpose and
To incentivise Executive Directors to deliver on our financial and strategic goals, align
with longer-term shareholder value over a total term of five years from award, and
reward exceptional performance.
Operation Awards will be subject to performance targets measured over a one-year period.
Targets are reviewed and set on an annual basis to ensure that they:
• align with the Group’s long-term strategy;
• are focused on the Group’s immediate strategic priorities;
• are appropriate given broader market conditions; and
• remain stretching.
Pay-out levels are determined by the Committee after the year end, based upon a
rigorous assessment of performance against the targets.
The threshold payment is between 0% and 25% of the maximum award. Other levels of
payout are set by the Committee from year to year depending on the appropriate level of
stretch in the targets to align with the business plans.
Up to 50% of any award is paid in cash following the end of the performance year, with
the remaining proportion (i.e. minimum of 50%) being deferred into shares for four years.
Deferred awards vest subject to continued service and the satisfaction of a discretionary
performance underpin, assessed by the Committee at the end of the deferral period.
The value of any dividends during the deferral period may be payable to the Executive
Directors upon vesting at the choice of the Committee.
In the light of the significant shareholdings of A Gossage and S Showman and their
continued participation in the MIP, these Executive Directors will not participate in the
Incentive Plan and will instead remain in the current Annual Bonus Plan.
In determining whether the performance measures have been satisfied, the Committee
shall take account of the extent to which the measured outcome reflects overall corporate
performance and the experience of the shareholders of the Company in terms of value
creation. Where the Committee is of the opinion that the formulaic application of any
performance measure produces an outcome that is unjust to the Group, its shareholders
or the Executive Director, it shall be entitled, acting in its absolute discretion, to make
such adjustments as it sees fit to its determination of whether (and, if relevant, to what
extent) the performance measure has been satisfied, at all times having due regard to
the interests of shareholders of the Group. The Committee shall not exercise any such
discretion to the material advantage of an Executive Director other than in exceptional
circumstances and following consultation with key shareholders.
Malus provisions apply for the duration of the performance period and to deferral awards,
allowing the Committee to reduce to zero any in-year or deferred awards. Clawback
provisions apply to amounts paid following the performance period for four years
following payment, allowing the Committee to claim back all or part of any amount paid.
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Variable remuneration: Incentive Plan continued
Maximum
opportunity
200% of salary, with the majority of the award earned being subject to deferral for four
years.
Performance
measures
The awards under the Incentive Plan will be earned based on achievement against
a scorecard of measures set on an annual basis. At least 50% of the awards will be
assessed against financial performance metrics, with the balance assessed against
non-financial strategic/personal objectives.
The Committee is of the opinion that, given the commercial sensitivity of the detailed
performance measures used for the annual bonus plan, disclosing precise targets in
advance would not generally be in the interests of the Group or its shareholders. Actual
targets, performance levels achieved, and the resulting payments made will therefore
be disclosed, in most circumstances, retrospectively at the end of the performance
period.
In exceptional circumstances such that the Committee believes the original measures
and/or targets are no longer appropriate, the Committee has discretion to amend
performance measures and targets during the year.
Variable remuneration: All-employee share plans
Element,
purpose and
To align the broader employee base with the interests of shareholders and aid
recruitment and retention.
Operation The Group operates an all-employee save-as-you-earn plan approved by HM Revenue
& Customs under Schedule 3 of the Income Tax (Earnings and Pensions) Act 2003.
Executive Directors are, as required by the relevant legislation, entitled to participate on
the same basis (and subject to the same maximums) as other Group employees.
Maximum
opportunity
In line with HMRC limits in force from time to time.
Performance
measures
None.
Other: Shareholding guidelines
Element,
purpose and
To create alignment between the Executive Directors’ interests and those of
shareholders.
Operation The Remuneration Committee expects all Executive Directors, within a period of five
years from appointment, to build up a meaningful shareholding in Ultimate Products.
Maximum
opportunity
The Chief Executive Officer and the Chief Commercial Officer, will be required to build
up interests in the Group’s shares worth 250% of base salary. All other Executive
Directors will be required to build up interests in shares worth 125% of base salary.
The Remuneration Committee requires that all Executive Directors continue to comply
with a tapered shareholding requirements for two years following termination of their
directorship, whereby they shall reduce their holding from the 250% or 125% of base
salary level by no more than 50% in year 1 and 50% in year 2.
Performance
measures
None.
Remuneration Committee Report continued
Remuneration Policy continued
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31%
47%
68%
17%
21%24%
Fixed Pay Annual Bonus Incentive Plan
C Dent
Remuneration £000’s
£600
£500
£400
£300
£200
£100
£0
Minimum On Target
Maximum
Maximum plus 50%
share price appreciation
100%
61%
44% 38%
22%
32%
41%
£197
£323
£449
£521
47%
A Gossage
Remuneration £000’s
£600
£700
£400
£200
£100
£0
£500
£300
Minimum On Target
Maximum
Maximum plus 50%
share price appreciation
£506
£663
£663
100%
69%
53% 53%
£348
32%
48%
48%
S Showman
Remuneration £000’s
£900
£800
£700
£600
£500
£400
£300
£200
£100
£0
Minimum On Target
Maximum
Maximum plus 50%
share price appreciation
£392
£574
£757 £757
100%
52%
52%
Remuneration Committee Report continued
Remuneration Policy continued
Malus and/or clawback provisions under the Incentive Plan may be triggered in the
followingscenarios:
• the Executive Director has participated in or was responsible for conduct which resulted
in significant losses to a Group company;
• the Executive Director has failed to meet appropriate standards of fitness and propriety;
• the Remuneration Committee has reasonable evidence of fraud or material dishonesty
by the Executive Director;
• the Company has become aware of any material wrongdoing on the part of the
ExecutiveDirector;
• the Executive Director has acted in any manner which in the opinion of the Committee
has brought or is likely to bring any Group company into material disrepute or is materially
adverse to the interests of any Group company;
• there is a breach of the Executive Director’s employment contract that is a potentially fair
reason for dismissal;
• the Executive Director is in breach of a fiduciary duty owed to any Group company;
• an Executive Director who has ceased employment was in breach of their employment
contract or fiduciary duties in a manner that would have prevented the grant or release
of an award had the Remuneration Committee been aware (or fully aware) of that breach,
and of which the Remuneration Committee was not aware (or not fully aware) at the
relevanttime;
• there was a material error in determining whether an award should be made or in
determining the size and nature of the award or in assessing the extent to which any
performance measure was satisfied;
• a Group company misstated any financial information for any part of any year that was
taken into account in determining whether an award should be made or in determining the
size and nature of such award or assessing the extent to which any performance measure
was satisfied; or
• a Group company or business unit that employs or employed the Executive Director, or
for which the Executive Director is or was responsible, has suffered a material failure of
riskmanagement.
Performance conditions
As detailed in the Policy table above, the Committee determines the performance conditions
to be used under the variable pay plans on an annual basis. The Committee’s intention is that
Adjusted EBITDA will continue to be included as it is a key measure of the Group’s financial
performance. The performance conditions chosen for each year’s incentive awards will be
disclosed in the Directors’ Remuneration Report following the end of the relevant year.
Illustrations of application of Policy
The charts below illustrate the potential value of the remuneration packages for the
Executive Directors under the operation of the Policy during FY25 and under the scenarios in
the following table.
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Performance level Fixed Pay Incentive Plan / Annual bonus plan
Minimum No award
On Target
Fixed elements of remuneration –
base salary, car allowance, benefits
and pension only.
Base salary is as at 31 July 2024
and the value for benefits has been
calculated as per the single figure
table for FY24.
50% of maximum:
• 70% of salary for C Dent, of which
40% of salary is deferred into shares
• 50% of salary for A Gossage and S
Showman, of which 15% of salary is
deferred
Maximum 100% of maximum:
• 140% of salary for C Dent, of which
80% of salary is deferred into shares
• 100% of salary for A Gossage and S
Showman, of which 30% of salary is
deferred
Maximum plus share
price growth
As for Maximum above, but with the value of 50% share price growth included
within the deferred element of the Incentive Plan for C Dent.
Note that the SAYE plan has not been incorporated into the scenarios above on the basis
ofmateriality.
3. Statement of consideration of employment conditions elsewhere in the Group
In designing the Policy and in making decisions in relation to the remuneration of Executive
Directors pursuant to the Policy, the Committee has and will continue to take into account
the remuneration of employees across the Group. The Committee and Executive Directors
believe that the success of the Group in meeting its strategic objectives is highly dependent
upon the talents and performance of the Group’s wider employee base. The Group regularly
reviews the remuneration of Group employees in a process led by the Group HR Director. In
line with the policy of the Committee towards the Executive Directors, the Group’s policy is to
set competitive pay levels that allow the Group to attract and retain the talent necessary to
thrive, without paying more than is necessary in the markets in which it operates. The main
pay review takes place in June of each year, with an extra “hindsight” review in December
of each year. The Group HR Director reports the results of the pay review to the Committee.
Whilst the Committee does not have a formal process for directly consulting employees on
the remuneration of Executive Directors, it does take full account of the pay, benefits and
employment conditions of the wider workforce when setting the remuneration of Executive
Directors. In particular, the Committee has determined that in most circumstances, salary
increases for Executive Directors should not exceed the average increase awarded to other
employees in the Group. Increases above this level will only be granted in exceptional
circumstances as set out in the policy table under Fixed Remuneration: Salary above.
The Group’s Colleague Consultation Group (“CCG”), which is chaired by the HR Director, is
used as a formal communication channel between employees and the Executive Directors
to communicate and consult on matters of importance both to and from the employees in a
constructive manner. The CCG produces papers for the Board at least twice per year, which
are discussed by the Board, and responded to where required.
4. Statement of consideration of shareholders’ views
The Committee actively welcomes the input of shareholders in respect of its remuneration
policies and decisions and is committed to engaging in an open and transparent dialogue
with shareholders in relation to executive remuneration.
In developing the Policy, the Chair of the Committee sought the views and input of the Group’s
key shareholders. The Committee considered all views expressed by shareholders in refining
and developing the Policy and will continue to engage with shareholders throughout the full
term of the Policy. Shareholders have expressed a strong preference for the Committee to
demonstrate transparency in all aspects of the operation of the Policy, and the Committee
remains committed to open and clear communication with its shareholders. The Committee
agrees that such transparency is a legitimate interest of shareholders, and intends to provide
maximum disclosure in all circumstances except where such disclosure would materially
prejudice the interests of the Group.
As a listed company, the Group strives hard to build a long-term, two-way relationship
with its investors and will consider their views in all areas of its business, including on the
remuneration of its key employees.
Remuneration Committee Report continued
Remuneration Policy continued
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5. Recruitment remuneration
The Committee will determine the remuneration of new Executive Directors in accordance
with this Remuneration Policy, taking into account the individual’s skills, experience
and current remuneration package, together with the responsibilities attaching to the
roleconcerned.
Where the Committee considers it appropriate to offer a below-market salary initially, for
example where a recruit’s current remuneration package is considerably below the market
norm for the role that they are being recruited to perform, a series of planned above inflation
annual increases to reach a market salary may be used. Such increases may be made subject
to Group and individual performance. In some circumstances, to recruit individuals of an
appropriate calibre, it may be necessary to buy out their variable remuneration arrangements,
which would be forfeited due to leaving their previous employment. Where this is done, the
Committee will take into account the form of any such award, any performance conditions
attaching to it (including the likelihood of such performance conditions being achieved) and
the period of vesting.
Any buyout payments made will generally seek to reflect the structure and level of the award it
replaces, as far as reasonably practicable. The Committee will pay no more than is necessary to
compensate such individuals for the awards they will be losing, taking into account anticipated
vesting levels. The Committee would normally impose clawback provisions on such recruitment
awards made to Executive Directors, activated should such individuals resign or be summarily
dismissed within two years of joining the Group. Shareholders will be informed of any such
payments at the time of recruitment along with the reasons for making such payments.
The maximum level of annual variable pay, which may be awarded to a new Executive
Director, will be in line with the maximum amounts specified in the Incentive Plan, as set out
in the above, being a total of 200% of salary. For the avoidance of doubt, this excludes the
value of any buyout payments associated with forfeited awards.
The Committee may approve the meeting of an Executive Director’s reasonable
and proportionate relocation expenses where this is considered appropriate in all
thecircumstances.
Where an Executive Director is recruited partway through a financial year, the individual may
be invited to participate in the Incentive Plan on a pro-rated basis in that first year.
For the recruitment of an Executive Director in a non-UK jurisdiction, the Committee may
approve the payment of alternative or additional benefits and pension arrangement in
line with local market practice. In some circumstances, the Remuneration Committee may
agree to pay an expatriate allowance, reimbursement of advisers’ fees and/or offer tax
equalisationarrangements.
6. Service agreements and termination payments
It is the Group’s policy that Executive Directors’ service agreements may be terminated by
no more than one year’s notice by the employer at any time and by payment of no more than
one year’s basic salary and other fixed benefits in lieu of notice by the employer. Upon the
termination of an Executive Director’s employment, in addition to considering the terms of the
individual’s service agreement, the Committee has the following policies:
• The Committee shall be guided by the core principle of seeking an outcome that is in
the best interests of the Group and its shareholders and shall take into account all of the
circumstances of the termination.
• If the termination is as a result of death or any other reason that the Committee considers
to be appropriate (a ‘Good Leaver Reason’), the Committee shall consider making a
payment to the Executive Director under the Annual Bonus Plan or Incentive Plan. This
would normally be pro-rated for the period worked during the financial year and any
deferred amounts (whether held in shares or cash) will normally be released at their normal
vesting date subject to performance and/or underpins under their original terms.
• If the termination is as a result of anything other than a Good Leaver Reason, no payment
will be made under the Annual Bonus Plan or Incentive Plan on cessation of employment
of an Executive Director and any deferred amounts will normally lapse.
• In the event of a compromise or settlement agreement, the Committee shall consider
agreeing to reasonable payments in respect of the settlement of legal claims, including
any compensation relating to the breach of the Executive Director’s statutory or contractual
rights and in respect of any reasonable professional fees incurred by the individual in
relation to the agreement.
The service contracts of Executive Directors and the letters of appointment of Non-executive
Directors are available for inspection at the Group’s registered office during normal business
hours and will be available at the Annual General Meeting.
7. Change in control
On a change in control, awards under the Group’s incentive plans will generally vest but
in most circumstances, such vesting will be subject to:
i. the extent to which the Committee considers that the performance conditions have
been satisfied; and
ii. time apportionment in accordance with the rules of each plan.
On a change in control, any shares held under compulsory deferral arrangements under
the Group’s incentive plans (i.e. after the end of any performance periods) shall normally
vest infull.
Remuneration Committee Report continued
Remuneration Policy continued
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8. Fees retained for external non-executive directorships
The Committee is of the view that Executive Directors can, in some circumstances, benefit
by holding non-executive directorships in other companies. The Committee therefore permits
such non-executive directorships and permits the Executive Directors to personally retain
the fees from such non-executive directorships, providing that the Committee’s advance
permission is sought and that such appointment does not conflict with the Director’s duties
and commitments to Ultimate Products.
9. Discretion
The Committee has an element of discretion in several areas of the Policy and has discretion
in some areas under the rules of certain incentive plans. These discretions include:
• selecting participants for each plan and arrangement;
• determining the quantum of awards under each plan or arrangement, subject to the
maximums stated in the policy table above;
• selecting the most suitable timing for granting awards and making payments;
• assessing the extent to which performance conditions have been satisfied and thereby
the extent to which awards shall vest;
• setting the targets applicable to the various performance measures used in the Group’s
plans and arrangements;
• conducting an annual review of performance measures and the relative weightings
thereof;
• determining whether a participant shall be considered to be a Good Leaver in exceptional
circumstances, outside of the prescribed circumstances; and
• making necessary adjustments to any plan or arrangement in circumstances such as a
rights issue, restructuring, special dividend or change of control (subject to the rules of
the relevant plan or arrangement).
If an event occurs which means, in the opinion of the Committee, that the performance
conditions or associated targets are no longer an appropriate measure of the performance
of the Group’s business or its adherence to strategy then, in exceptional circumstances,
the Committee shall have the discretion to adjust, supplement or amend any performance
condition or target, subject always that the adjusted, supplemental or amended performance
condition must be not materially less difficult to satisfy. Other than in the case of minor or
administrative changes, any such action would be taken only after consultation with the Group’s
major shareholders and would be disclosed in the subsequent Annual Report onRemuneration.
Specifically, in determining whether the performance measures have been satisfied for awards
made under the Annual Bonus Plan, Incentive Plan or PSP, the Committee is required to take
account of the extent to which the measured outcome reflects overall corporate performance
and the experience of the shareholders of the Company in terms of value creation.
Where the Committee is of the opinion that the formulaic application of any performance
measure produces an outcome that is unjust to the Company, its shareholders or the
Executive Director, it shall be entitled, acting in its absolute discretion, to make such
adjustments as it sees fit to its determination of whether (and, if relevant, to what extent) the
performance measure has been satisfied, at all times having due regard to the interests of
shareholders of the Company. The Committee shall not exercise any such discretion to the
material advantage of an Executive Director other than in exceptional circumstances and
following consultation with key shareholders.
The Committee has the discretion to amend the Policy with regard to minor or administrative
matters where, in the opinion of the Committee, it would be disproportionate to seek or await
shareholder approval for such an amendment.
10. Legacy agreements
In addition to payments provided for under this Policy, the Committee may authorise payments
to honour commitments made prior to its adoption to any current or former Executive
Directors.
In particular, Awards under the following plans have not yet vested, and therefore all the
terms of these awards (outlined in previous Directors’ Remuneration Reports) will continue to
apply under the Policy, including performance conditions, vesting and holding schedule and
malus and clawback provisions:
• Deferred share awards under the Annual Bonus plan granted to C Dent, which vest in
equal tranches after one, two and three years.
• Awards granted to C Dent under the Performance Share Plan (PSP), which vest three years
from the date of grant subject to EPS and strategic performance conditions.
• Awards granted under the MIP, which participants may exercise at any point up to
28 February 2026, whose value is based on growth in the Company’s share price above
a hurdle (which increased from 166.4p to 193.02p with effect from 28 February 2024).
For the avoidance of doubt, no new awards will be granted under any of these legacy plans,
except for deferred awards under the Annual Bonus Plan for A Gossage and S Showman.
Where appropriate, in the case of an internal promotion to an Executive Director position,
the Committee may make payments to such Executive Director in relation to terms agreed
with them at a time when the relevant individual was not an Executive Director of the Group –
providing that such payment was not in consideration for the individual becoming an Executive
Director. Any such payments will only be made with a view to transitioning the Executive
Director to terms compatible with this Remuneration Policy as soon as possible. Details of any
such payments will be included in each Annual Report on Remuneration.
Remuneration Committee Report continued
Remuneration Policy continued
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11. Terms and conditions of Non-executive Directors
Non-executive Directors are appointed for an initial period of three years and will stand for
re- election at each AGM of Ultimate Products. Thereafter, the Board may invite them to serve
for an additional period of three years, subject to re-election at each AGM.
The fees paid to Non-executive Directors are determined by the Board in light of independent
surveys of fees paid to Non-executive Directors of comparable companies and with regard
to the time commitment and responsibilities involved. The Chair of the Board is paid a single
fee covering all of their responsibilities and other Non-executive Directors receive a basic
fee,with Committee Chairs being paid additional fees to reflect their extra responsibilities.
Non-executive Directors are entitled to be reimbursed for reasonable expenses, in relation to
the performance of their duties and for any related tax liabilities that may arise.
The appointment of Non-executive Directors is terminable by either party on one month’s
written notice. No compensation is payable upon termination of their appointment and they
are not entitled to participate in the Group’s incentive or pension arrangements.
Remuneration Committee Report continued
Remuneration Policy continued
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fi
The table below sets out in a single figure the total remuneration, including each element, received by each of the Directors for the years ended 31 July 2024 and 31 July 2023.
Basic
Salary/Fees
1,3
2024
£
All Taxable
fi
2024
£
Pension
2024
£
Total Fixed
2024
£
Bonus and
Incentive Plan
2024
£
MIP and PSP
2024
£
Total Variable
2024
£
Total
2024
£
Executive Directors
A Gossage , , – , – ,
S Showman , , , , – ,
C Dent , , , , – ,
Non-executive Directors
J McCarthy , – – , – – – ,
A Rigby , – – , – – – ,
R Bell , – – , – – – ,
C Adshead , – – , – – – ,
J Easterbrook , – – , – – – ,
Remuneration Committee Report continued
Remuneration Report
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Remuneration Committee Report continued
Remuneration Report continued
Basic
Salary/Fees
1,3
2023
£
All Taxable
fi
2023
£
Pension
2023
£
Total Fixed
2023
£
Bonus and
Incentive Plan
2023
£
MIP and PSP
2023
£
Total Variable
2023
£
Total
2023
£
Executive Directors
A Gossage , , – , , – , ,
S Showman , , , , , – , ,
C Dent , , , , , – , ,
Non-executive Directors
J McCarthy , – – , – – – ,
A Rigby , – – , – – – ,
R Bell , – – , – – – ,
C Adshead , – – , – – – ,
J Easterbrook , – – , – – – ,
,, , , ,, , – , ,,
1 The salaries noted above include the following amounts of pension contributions from the remuneration package that were paid as salary:
2024
£
2023
£
A Gossage ,
S Showman ,
,
2 The Group has two long-term incentive plans in operation for the years ended 31 July 2024 and 31 July 2023; the MIP and PSP. No MIP awards have been exercised by participants and no PS P awards have vested during the year.
3 The remuneration noted above for C Adshead includes £3,250 received in respect of fees for delivering executive coaching sessions to the Group’s senior operating managers in the year ended 31 July 2024 (2023: £3,000).
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Individual elements of remuneration
Base salary
The Remuneration Committee consulted with its remuneration advisers and considered
market reports on remuneration data from comparable listed companies when reviewing the
base salaries of the Executive Directors, having regard to the scope of the respective roles,
the experience, performance and contribution of the relevant individuals and the markets in
which the Group operates. From 1 July 2024, the base salaries of the Executive Directors are
as follows, including comparison to the previously agreed rates:
Base Salary
1 July 2024
£
Base Salary
1 July 2023
£ Movement %
A Gossage , %
S Showman , -%
C Dent , %
* Movement in the salaries of S Showman and A Gossage reflect their change in roles as noted earlier in this report.
fi
Each Executive Director is entitled to medical expenses insurance. Car allowances are paid
to the Executive Directors as follows: A Gossage £12,500; S Showman £12,500; and C Dent
£10,000. The car allowances have remained unchanged.
fi
The Group operates a defined contribution pension scheme, which the Directors are
eligible to participate in. The Executive Directors currently receive 3.5% of their salary
(excluding any car allowance), which is aligned to the wider workforce, as a contribution
to their pension arrangements or the equivalent as a cash allowance. The contracts of
employment for the Executive Directors do not define a normal retirement age and given
the arrangements in place, the Executive Directors have not accrued pension entitlements
at 31 July 2024 (2023: £nil).
Non-executive Director fees
The Non-executive Directors are subject to shareholder approval, appointed for an initial
period of three years and will stand for re-election at each Annual General Meeting of the
Company. The period of service can be extended for a further three years based upon
Boardapproval.
The fees payable to the Non-executive Directors are determined by the Board in light of
independent surveys of fees paid to Non-executive Directors of comparable companies
and with regard to the time commitment and responsibilities involved.
The Board considered remuneration data from comparable listed companies when reviewing
the fees paid to the Non-executive Directors, having regard to the scope of the respective
roles, the experience, performance and contribution of the relevant individuals and the
markets in which the Group operates. The base fees payable to the Non-executive Directors
for their services is £45,644 per annum, the fee in respect of Chairing one of the three main
Board Committees (Remuneration, Audit & Risk, ESG) is £10,000 per annum and the fee in
respect of services as Non-executive Chair of the Board is £92,400.
Annual bonus scheme
Awards made in respect of the year to 31 July 2024
In accordance with the Remuneration Policy, the maximum bonus opportunity under the
Annual Bonus Plan for FY24 was set at 100% of base salary for S Showman and A Gossage
(FY23: 100%). The Remuneration Committee attached performance conditions to each award,
one based upon adjusted EBITDA and two based upon personal strategic targets which
were chosen to align with the Group’s strategic pillars. No payment in respect of the personal
strategic targets were permissible unless at least the threshold level of adjusted EBITDA
(£21.7m) was obtained. The targets attaching to the Annual Bonus Plan for FY24 are set
outbelow.
Remuneration Committee Report continued
Remuneration Report continued
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Incentive plan awards
Awards made in respect of the year to 31 July 2024
In accordance with the Remuneration Policy, the maximum bonus opportunity under the
Incentive Plan for FY24 was set at 140% of base salary for C Dent, of which up to 60% and
80% of salary could be settled in cash and shares respectively. The Remuneration Committee
attached performance conditions to each award, one based upon adjusted EBITDA and two
based upon personal strategic targets which were chosen to align with the Group’s strategic
pillars. No payment in respect of the personal strategic targets were permissible unless at
least the threshold level of adjusted EBITDA (£21.7m) was obtained. The targets attaching to
the Incentive Plan for FY24 are set out below.
Opportunity (% of salary)
Performance condition Level S Showman A Gossage C Dent
Adjusted EBITDA Threshold (£21.7m) 0% 0% 0%
Target (£22m) 60% 60% 75%
Stretch 1 (£23.65m) 65% 65% 82%
Stretch 2 (£25.3m) 70% 70% 88%
Stretch 3 (£26.95m) 75% 75% 94%
Stretch 4 (£28.6m) 80% 80% 100%
Adjusted EBITDA
Outcome (£m)
£18.0m
Outcome (% of salary) 0% 0% 0%
Personal Target 1
(subject to Adjusted EBITDA underpin) Below Threshold 0% 0% 0%
Threshold 5% 5% 10%
Target 7.5% 7.5% 15%
Stretch 10% 10% 20%
Personal Target 2
(subject to Adjusted EBITDA underpin) Below Threshold 0% 0% 0%
Threshold 5% 5% 10%
Target 7.5% 7.5% 15%
Stretch 10% 10% 20%
Total opportunity 100% 100% 140%
Overall outcome (% of base salary) 0% 0% 0%
Overall outcome (% of max. opportunity) 0% 0% 0%
Remuneration Committee Report continued
Remuneration Report continued
As EBITDA for FY24 was £18.0m, the target level of performance was not delivered, resulting
in no bonus being paid to the Executive Directors for this element. In addition, as this was
below Threshold, no bonuses in respect of personal targets were permissible, despite
progress being made on these individual objectives. The Committee considered that the
bonus and incentive plan outcomes appropriately reflected individual and business outcomes.
No discretion was used in assessing the outcomes as set out above.
Long-term incentive plans (audited)
fi
There have been no new share options granted under the PSP scheme in the current year,
and there have been no PSP awards with a performance period ending in the current year
for the current Directors.
MIP
The 2017 MIP is structured as an award of A ordinary shares in Ultimate Products UK Limited
(‘Subsidiary Shares’). The right attaching to the Subsidiary Shares originally included a put
option with a three-year vesting period that could be exercised up to seven years following
the vesting date. Exercise of the put option was subject to the share price of Ultimate Products
plc exceeding a hurdle set at a premium to the IPO price. Following a shareholder vote at
the FY22 AGM, the time horizon of the MIP was extended by two years to 28 February 2026
subject to an uplift in the Hurdle from 166.4p to 193.02p (equating to an 8% increase to the
Hurdle for each of the two years by which the MIP was extended). At the point of exercise, the
recipient will receive the value of the Subsidiary Shares in either cash or shares in Ultimate
Products plc (‘Plc Shares’), at the discretion of Ultimate Products plc, subject to a cap of 6.25%
of the issued share capital of Ultimate Products plc as at the date of the IPO. The table below
shows the maximum number of Plc Shares that could be issued in exchange for the Subsidiary
Shares, based upon the share price of Ultimate Products plc as at the relevant date had the
put options been exercised at such time:
As at 31 July 2023 and 2024:
Subsidiary
Shares
Held
Maximum Potential
Plc Shares
at 31 July
Face
Value
Executive Directors
A Gossage – –
S Showman – –
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Face value is calculated as the number of Plc Shares that could be acquired upon exercise
of the put option, multiplied by the average mid-market share price at the relevant year end
date. The price at this date is taken as this is linked to the maximum potential shares to be
issued based upon the conditions at that time. As at 31 July 2024 and 2023, the share price
of Ultimate Products plc was below the hurdle price so, at that date, the put option would
not beexercisable.
Service contracts
The following table sets out the key terms of the service contracts in place:
Date of appointment Date of service contract Notice period
Executive Directors
A Gossage 28 July 2005 8 February 2024 12 Months
S Showman 28 July 2005 8 February 2024 12 Months
C Dent 4 April 2022 4 April 2022 6 Months
Non-executive Directors
A Rigby 1 March 2017 2 November 2020 1 Month
R Bell 1 March 2017 2 November 2020 1 Month
C Adshead 21 September 2020 21 September 2020 1 Month
J C González-Hurtado 28 October 2024 28 October 2024 1 Month
A Milne 28 October 2024 28 October 2024 1 Month
All other Outside appointments are disclosed in the Director biographies set out on pages
48 and 49 of the Annual Report.
ffi
There have been no such payments made in either the year ended 31 July 2024 or the
comparative period.
Payments to former Directors (audited)
There have been no such payments made in either the year ended 31 July 2024 or the
comparative period.
Directors’ shareholdings (audited)
The table below sets out the total number of shares held at 31 July 2024 by each Director
of the Company.
A Ordinary
shares owned
Shares owned
outright
Shares under
option
Potential MIP
shares
Deferred bonus
shares
Executive Directors
A Gossage 32 8,052,400 – – –
S Showman 48 18,530,600 – – –
C Dent – 90,710 40,000 – 14,624
Non-executive Directors
J McCarthy – 1,000,000 – – –
A Rigby – 25,000 – – –
R Bell – 502,144 – – –
C Adshead – – – – –
J Easterbrook – – – – –
1 The A Ordinary shares held in UP Global Sourcing UK Limited give rise to a potential entitlement to acquire additional
shares in UP Global Sourcing Holdings plc, as explained in the “Long-Term Incentive Plan” section above. The share price
at 31 July 2024 did not exceed the hurdle price and as such, the potential MIP shares at 31 July 2024 were nil.
2 Pursuant to the Remuneration Policy, 30% of the award payable under the Annual Bonus Plan to C Dent in respect of the
year ended 31 July 2023 was deferred into shares that vest in three equal tranches after one, two and three years. The
legal title to these shares are held under a nominee agreement by JTC Employer Solutions Trustee Limited, the trustee of
the Group’s Employee Benefit Trust. As requiring S Showman and A Gossage to defer a portion of their bonus award into
shares would have triggered a mandatory offer under Rule 9 of the City Code on Takeovers and Mergers, the Remuneration
Committee instead arranged (in compliance with the Remuneration Policy) for 30% of their award to be held as cash, again
under a nominee agreement by the trustee of the Group’s Employee Benefit Trust for the year ended 31 July 2024. Similarly,
30% of the award payable under the Annual Bonus Plan to S Showman and A Gossage for the years ended 31 July 2022
and 31 July 2023 were deferred in the same way.
Remuneration Committee Report continued
Remuneration Report continued
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The table below sets out the change in the number of shares held by each Director of the
Company in the period since 31 July 2024:
Shares owned
outright at
31 July 2023
Shares
owned outright
31 July 2024
Shares held
under share
options
31 July 2024
Potential MIP
shares
31 July 2024
Deferred bonus
shares
31 July 2024
Shares owned
outright at
28 October 2024
A Gossage 8,052,400 8,052,400 – – – 8,052,400
S Showman 18,530,600 18,530,600 – – – 18,530,600
C Dent 73,855 90,710 40,000 – 14,624 92,490
J McCarthy 1,000,000 1,000,000 – – – 1,000,000
A Rigby 25,000 25,000 – – – 25,000
R Bell 502,144 502,144 – – – 502,144
C Adshead – – – – – –
J Easterbrook – – – – – –
Shareholding requirement
Base Salary
£ Total Shareholding
Shareholding
Requirement
as % of Salary
Shareholding
Requirement
Actual
Shareholding as
% of Requirement
A Gossage 365,000 8,052,400 250% 651,786 1,235%
S Showman 315,000 18,530,600 250% 562,500 3,294%
C Dent
3
180,000 105,334 125% 160,714 66%
1 Base salary above excludes any amount in respect of a car allowance.
2 Salary divided by the 31 July 2024 share price of 140p, multiplied by percentage of salary.
3 C Dent was appointed on 4 April 2022 and is in the process of building up his shareholding to the required 125% of salary
within the maximum period of five years as required by the Remuneration Policy; the Committee will continue to monitor
this process. In the prior year the comparative was 46% actual shareholding as % of the requirement.
Remuneration Committee Report continued
Remuneration Report continued
Performance graph and CEO remuneration table
This graph illustrates the Group’s performance against the FTSE All Share since the date of
the IPO, measured by Total Shareholder Return. The FTSE All Share has been chosen as the
appropriate comparator, as Ultimate Products plc is a constituent of this index. Thisillustrates
the movement in a hypothetical £100 invested in the Company from the date of theIPO.
£60
£120
£40
£100
£20
£80
£0
£180
£140
£160
TSR – Value of a 100 unit investment made at 28 February 2017
28 February
2017
31 July
2017
31 July
2018
31 July
2019
31 July
2020
30 July
2021
29 July
2022
31 July
2024
ULTIMATE PRODUCTS PLC
FTSE ALL SHARE
31 July
2023
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The table below sets out the remuneration data for the Director undertaking the role of
CEO for the period since IPO:
Chief Executive Year
Single Figure
Remuneration
£’000
Annual Bonus
(% of maximum)
PSP Vesting
(% of maximum)
A Gossage (from the period of
8 February 2024 to 31 July 2024) Nil Nil
S Showman (for the period
to 7 February 2024) Nil Nil
S Showman % Nil
S Showman % Nil
S Showman % Nil
S Showman
1
Nil Nil
S Showman % Nil
S Showman Nil Nil
S Showman , Nil Nil
1 It is noted that the single figure remuneration for 2020 includes the impact of a salary reduction that was taken by
S Showman as a result of the COVID pandemic.
Relative importance of spend on pay
The table below illustrates the Group’s expenditure on pay in comparison to distributions to
shareholders by way of dividends.
2024
£’000
2023
£’000
%
Change
Total employee costs (note 7 – Financial Statements) , , -.%
Dividends ,* ,* -.%
* Dividends declared and proposed in respect of the year ended 31 July 2024 and 2023, including any such amounts waived.
CEO pay ratio
The table below compares the total remuneration of S Showman, the former CEO, and
A Gossage, the current CEO for the respective periods served as CEO during FY24
(as included in the single figure table on page 69 to the remuneration of the 25th, 50th
and 75th percentile of our UK employees).
Total pay ratio Method 25th percentile Median 75th percentile
Year ended 31 July 2024 A .: .: .:
Year ended 31 July 2023 A .: .: .:
Year ended 31 July 2022 A .: .: .:
Year ended 31 July 2021 A .: .: .:
As permitted by the legislation, we have calculated the ratio using Option A as this is
considered to be the most statistically accurate way. Under this option, the full-time equivalent
total remuneration has been determined for all UK employees for the years ended 31 July 2023
and 31 July 2024. Representative employees have then been identified for each quartile using
this data. No assumptions have been used to estimate the full-time equivalent employees.
The remuneration figure for the employee at each quartile was determined with reference to
31 July 2023 and 31 July 2024. The total pay and benefits and the base salary component of
total pay and benefits are set out as follows:
Base Salary
£
Total pay and
fi
£
Base Salary
2023
£
Total pay
fi
2023
£
CEO remuneration , , , ,
25th percentile employee , , , ,
Median employee , , , ,
75th percentile employee , , , ,
1 The base salary for the CEO excludes car allowance and pension payments taken as cash. These amounts are included
in total pay and benefits.
2 There has been a decrease in the ratios for the financial year ending 31 July 2024, which is driven primarily by varying
incentive outcomes. It is to be expected that the ratio will vary from year-to-year, primarily as the CEO’s package consists
of a much higher level of variable pay that is dependent on performance, whereas the wider workforce remuneration is
predominantly fixed in nature, which is normal practice for these roles. In this context, the Committee is satisfied that the
ratios are appropriate and fair.
Remuneration Committee Report continued
Remuneration Report continued
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Remuneration Committee Report continued
Remuneration Report continued
Annual percentage change in remuneration of Directors compared to employees
This table shows the percentage change in salary, taxable benefits and annual bonus set out
in the single figure of remuneration tables, paid to each Director in respect of the financial
years ended 31 July 2024, 31 July 2023 and 31 July 2022 compared to that of the average pay
of all employees of the Group.
Salary/fees fi Annual Bonus
2022 2023 2024 2022 2023 2024 2022 2023 2024
Executive
Directors
A Gossage +4.2% +5.0% +14.6% +1.2% +0.6% +0.4% -76.8% +457.0% -100.0%
S Showman +4.3% +5.0% -9.2% +1.1% +0.5% +1.4% -82.6% +526.6% -100.0%
C Dent n/a +10.0% +11.9% n/a +4.3% +1.8% n/a +100.0% -100.0%
Non-executive
Directors
J McCarthy +3.5% +5.0% 0.0% 0.0% 0.0% 0.0% – – –
A Rigby +3.5% +5.0% 0.0% 0.0% 0.0% 0.0% – – –
R Bell +3.5% +5.0% 0.0% 0.0% 0.0% 0.0% – – –
C Adshead +3.5% +5.0% 0.0% 0.0% 0.0% 0.0% – – –
J Easterbrook +3.5% +5.0% 0.0% 0.0% 0.0% 0.0% – – –
Average pay of
all employees
2
7.6% +10.5% +5.8% -11.9% +18.8% +7.1% -11.8% -2.0% -19.0%
1 The salary used in the calculation excludes the pension contributions that were paid as salary but includes car allowances.
2 Average pay is determined using all employees in the Group, as the Parent Company has no employees. The calculations
are based on all employees who were employed throughout the relevant comparator.
fi
Base salary
As described in the Chair’s statement, the base salaries for the Executive Directors were
reviewed during the year. The resulting rates of salary are as follows:
Executive Director
Base salary
from 1 July
2023
Base salary
from 1 July
2024 Increase
A Gossage £ , £, +%
S Showman £, £, -%
C Dent £, £, +%
fi
There are no planned changes to the provision of benefits for FY25.
A Gossage, S Showman and C Dent will receive a pension contribution of 3.5%, aligned to
the wider workforce level.
Incentive awards
The maximum incentive opportunity for C Dent will be 140% of salary. Under the awards
for FY25, 65% of the maximum incentive opportunity is again based on the achievement
of an Adjusted EBITDA target and 35% on achievement of personal objectives. In relation
to the award, up to 60% will be paid in cash at the end of the performance period and up
to 80% deferred into shares for four years. The awards will also be subject to malus and
clawbackprovisions.
For A Gossage and S Showman, the maximum incentive opportunity will be 100% of salary.
Under the awards for FY24, 70% of the maximum bonus opportunity is again based on the
achievement of an Adjusted EBITDA target and 30% on achievement of personal objectives.
Up to 70% of salary will be paid following the performance period in cash, and up to 30% of
salary deferred into cash vesting over a period of three years.
The Committee has decided that, given the commercial sensitivity of the detailed performance
measures used for the annual bonus plan, disclosing these targets prospectively is not in
the interests of the Group or its shareholders. The targets, performance levels achieved and
resulting payments will be disclosed retrospectively after the end of the performance period.
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Non-executive Director fees
The rate of fees for the Chair of the Board and Non-executive Directors remain the same as
in the prior year:
Role
Fee from
1 July 2024
Chair of the Board ,
Non-executive Director base fee ,
Additional fee for chairing Audit Committee ,
Additional fee for chairing Remuneration Committee ,
Additional fee for chairing ESG Committee ,
Consideration of matters relating to Directors’ remuneration
The following Directors were members of the Committee when matters relating to Directors’
remuneration were considered:
• C Adshead
• A Rigby
• J McCarthy
• R Bell
• J Easterbrook
J C González-Hurtado and A Milne were appointed to the Committee post the end of the
financial year and were not involved in matters relating to the current financial year.
External advisers
The adviser to the Committee during the year was PricewaterhouseCoopers LLP (PwC).
PwC advised on market practice, corporate governance and regulations, incentive target-
setting, and other matters that the Committee was considering, as well as assistance in
drafting the annual Remuneration Report. The Audit and Risk Committee consider PwC to
have been objective and independent during the year, as there are no conflicts of interest.
PwC is a member of the Remuneration Consultants Group and a signatory to its Code of
Conduct and the Committee is therefore satisfied that the advice PwC will provide is objective
and independent. PwC have fees of £64,000 for Committee matters in the year
to 31July2024.
Statement of shareholder voting
Shareholder voting in relation to the resolutions to approve the Directors’ Remuneration Policy
(December 2023 AGM) and the Directors’ Remuneration Report (December 2023 AGM), was
as follows:
Resolution
For
(No. of shares)
For
(%)
Against
(No. of shares)
Against
(%)
Votes Withheld
(No. of shares)
To receive and approve the
Directors’ Remuneration Policy
,, 93.42% ,, 6.58% ,
To receive and approve the
Directors’ Remuneration Report
,, 93.46% ,, 6.54% ,
The Remuneration Report was approved by the Board on 28 October 2024.
On behalf of the Board.
Christine Adshead
Outgoing Chair of the Remuneration Committee
28 October 2024
Remuneration Committee Report continued
Remuneration Report continued
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Governance
Strategic Report
The Directors present their report and the
audited consolidated Financial Statements of
the Group for the year ended 31 July 2024.
Strategic Report
The Companies Act 2006 requires the
Directors to present a review of the business
during the year to 31 July 2024 and of the
position of the Group at the end of the
financial year, together with a description of
the principal risks and uncertainties faced.
The Strategic Report can be found on pages
5 to 46 and is incorporated by reference into
this Directors’ Report.
Corporate governance statement
The Disclosure and Transparency Rules
require certain information to be included
in a corporate governance statement in the
Directors’ Report. Information that fulfils the
requirements of the corporate governance
statement can be found in the Corporate
Governance Report on pages 48 to 81 and
is incorporated by reference into this
Directors’ Report.
Results and dividends
The Group’s profit after tax for the financial
year ended 31 July 2024, was £10.5m
(2023: £12.6m). In line with our policy of
distributing around 50% of the Group’s
adjusted profit after tax, the Board is pleased
to propose a final dividend of 4.93p per
share (2023: 4.95p per share). This takes
the total dividend for the year to 7.38p
per share (2023: 7.38p per share). Subject
to shareholder approval at the AGM on
13December 2024, the final dividend will
be paid on 31 January 2025 to shareholders
on the register at the close of business on
3January 2025.
Future developments
In accordance with s414A of the Companies
Act 2006, the Group has disclosed future
developments within its Strategic Report on
pages 5 to 46.
Directors
Names, biographical details and appointment
dates of the Directors of the Company at the
date of this report are shown on pages 48
and 49.
Subject to the Company’s Articles of
Association (the “Articles”) and any relevant
legislation, the Directors may exercise all
of the powers of the Company and may
delegate their power and discretion to
committees. The powers of the Directors
to issue or repurchase ordinary shares
are set by resolution at a general meeting
of shareholders. The Articles give the
Directors power to appoint and remove
Directors. Under the terms of reference of
the Nomination Committee, any appointment
must be recommended by the Nomination
Committee for approval by the Board.
Additionally, the Company may by ordinary
resolution, subject to the wider provisions
of the Articles, appoint a Director or the
Company may by special resolution, or
in accordance with the provisions of the
Companies Act 2006, remove a Director.
In compliance with the UK Corporate
Governance Code, the Articles require all
Directors to retire and submit themselves for
re-election at each Annual General Meeting.
Directors’ indemnity provisions
As at the date of this report, indemnities are
in force between the Company and each of
its Directors under which the Company has
agreed to indemnify each Director, to the
extent permitted by law, in respect of certain
liabilities incurred as a result of carrying
out their role as a Director of the Company.
The Directors are also indemnified against
the costs of defending any criminal or civil
proceedings, or any claim in relation to
the Company or brought by a regulator as
they are incurred, provided that where the
defence is unsuccessful the Director must
repay those defence costs to the Company.
The Company’s total liability under each
indemnity is limited to £10m for each event,
giving rise to a claim under that indemnity.
The indemnities are qualifying third-party
indemnity provisions for the purposes of
the Companies Act 2006. In addition, the
Company maintained a Directors’ and
Officers’ liability insurance policy throughout
the financial year and has renewed
thatpolicy.
Political donations and
No company within the Group made any
political donations or incurred any political
expenditure in the year (2023: £nil).
Post balance sheet events
The Directors propose a final dividend, as set
out in note 11 to the Financial Statements.
Global operations
The Group’s head office and primary
distribution facilities are in Oldham. In
addition, the Group also has a presence in
China, Germany, France and Poland. The
registered Representative Office in China
strengthens the Group’s Far East sourcing
and quality functions, managing orders
with suppliers on a day-to-day basis as well
as providing a Far East showroom. The
branches in Europe employ local sales teams
to support the Group’s international strategy.
Employee engagement
The Group places considerable value on
the involvement of its employees and has
continued to keep them informed on matters
affecting them as employees and on the
various factors affecting the performance
of the Group. Employees are consulted
regularly on a wide range of matters affecting
their current and future interests and open
feedback from all employees across the
Group is encouraged through our CCG
and employee annual People Engagement
Survey, which is led by the CCG.
Employment of disabled persons
Suitable procedures are in operation to
support the Group’s policy that disabled
persons, whether registered or not, shall be
considered for employment and subsequent
training, career development and promotion
on the basis of their aptitudes and abilities.
Where members of staff become disabled,
every effort is made to ensure that they
are retrained according to their abilities
and reasonable adjustments are made to
the working environment to accommodate
theirneeds.
Directors’ Report and other statutory disclosures
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Substantial shareholdings
As at the date of this report, the Company had been notified under Rule 5 of the Financial
Conduct Authority’s Disclosure and Transparency Rules of the following interests in the
Company’s ordinary share capital:
Number of shares % of voting rights Type of holding
Schroder Investment Management ,, .% indirect
Barry Franks ,, .% indirect
Ennismore Fund Management Limited ,, .% indirect
Slater Investments Limited ,, .% indirect
Ultimate Products Employee Benefit Trust ,, .% indirect
Relationships with controlling
shareholders
Under Listing Rule 9.8.4R(14), the Company
has entered into a relationship agreement
with the controlling concert party. During the
period the Company has complied with the
independence provisions in the agreement,
and as far as the Company is aware the
controlling concert party has also complied
with the independence provisions and the
procurement obligation in the agreement.
Share capital
At 31 July 2024, the Company’s entire issued
share capital comprised a single class of
88,628,572 ordinary shares of 0.25p each.
Further details of the Company’s issued
share capital, together with details of shares
repurchased during the year, is shown in
note 22 to the Financial Statements. All of
the Company’s issued ordinary shares are
fully paid up and rank equally in all respects.
The rights attaching to the shares are set out
in the Articles.
• pursuant to the Listing Rules of the
Financial Conduct Authority, whereby
certain Directors and employees of
the Company require the approval of
the Company to deal in the Company’s
ordinary shares and are prohibited from
dealing during closed periods.
A dividend waiver is in place in respect of the
Trustee’s shareholdings under the Ultimate
Products Employee Benefit Trust (UP EBT).
Unless the Company directs that the Trustee
may vote on a particular occasion, the
Trustee abstains from voting in respect of the
shares it holds for the benefit of the UP EBT.
If the Company directs that the Trustee may
vote, the Trustee may vote, or abstain from
voting, in the manner that it thinks fit in its
absolute discretion.
At 31 July 2024, pursuant to shareholder
resolutions passed on 15 December 2023
and 2 May 2024, and the waiver received
from the Panel on Takeovers and Mergers,
the Company had authority to: (i) issue
ordinary shares without first offering such
shares to existing shareholders, up to a value
of 5% of the Company’s issued share capital;
and (ii) purchase up to 10% of its issued share
capital. Such authorities will expire at the
conclusion of the AGM of the Company on
13 December 2024. It is proposed that such
authorities are renewed at the AGM for 2024,
as detailed in the AGM Notice.
The Company is not aware of any
agreements between shareholders that
may result in restrictions on the transfer of
securities or on voting rights.
Change of control
As disclosed in the Directors’ Remuneration
Report, awards under the Company’s share
incentive plans contain provisions relating
to a change of control of the Company. The
Company’s banking facilities with HSBC
Bank plc may, at the discretion of the lender,
become repayable upon a change of control.
Articles of Association
The Company’s Articles may only be
amended by a special resolution at a general
meeting of shareholders. No amendments
are proposed to be made to the existing
Articles at the 2024 AGM.
Carbon emission reporting
Disclosures regarding greenhouse gas
emissions, energy consumption and energy
efficiency action are included in the Strategic
Report on page 40. This information
is incorporated by reference into this
Directors’Report.
internal controls
Information on the exposure of the Group
to certain financial risks and on the Group’s
objectives and policies for managing each
of the Group’s main financial risk areas is
detailed in the financial risk management
disclosure in note 21.
On a show of hands at a general meeting
of the Company, every holder of ordinary
shares present in person or by proxy and
entitled to vote shall have one vote and,
on a poll, every member present in person
or by proxy and entitled to vote shall have
one vote for every ordinary share held.
The Notice of AGM gives full details of the
deadlines for exercising voting rights in
relation to resolutions to be passed at the
AGM. All proxy votes are counted and the
numbers for, against or withheld, in relation
to each resolution, are announced at the
AGM and published on the Company’s
website after the meeting. Subject to the
relevant statutory provisions and Articles,
shareholders are entitled to a dividend
where declared and paid out of profits
available for such purposes. There are no
restrictions on the transfer of ordinary shares
in the Company other than:
• those which may from time-to-time
be applicable under existing laws and
regulations (for example, insider trading
laws); and
Directors’ Report and other statutory disclosures continued
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fi
The contracts of significance, as defined
by Listing Rule 9.8, in existence during
the financial year relate to the lease of the
Group’s offices, showroom and distribution
facilities at Manor Mill and Heron Mill.
The lease for Manor Mill, originally entered
into on 11 November 2016 by Ultimate
Products UK Limited was extended on
21 January 2020 on normal commercial
terms. The lessor is Berbar Properties
Limited, a company of which former
Director Barry Franks is a director and sole
shareholder. The lease is for a term of ten
years and the current rent is £180,000 per
annum. The lease of Heron Mill was entered
into by Ultimate Products UK Limited on
normal commercial terms on 27 June 2024
with Heron Mill Limited, which is controlled
by its Directors Simon Showman and Andrew
Gossage and former Director Barry Franks.
The lease is for a term of seven years and
the current rent is £387,500 per annum.
Going concern
The Financial Statements have been
prepared on a going concern basis, as
set out in the Statement of Directors’
Responsibilities on page 81. Having
considered the ability of the Company and
the Group to operate within its existing
facilities and meet its debt covenants, the
Directors have a reasonable expectation
that the Company and Group have adequate
resources to continue in operational
existence for the foreseeable future (being at
least one year following the date of approval
of this Annual Report). Accordingly, they
consider it appropriate to adopt the going
concern basis in preparing the Financial
Statements. The Group’s Viability Statement
is set out on page 46 ofthe Strategic Report.
Disclosure of information under listing rule 9.8.4R
The information required to be disclosed under Listing Rule 9.8.4R, where applicable to the
Company, can be found in the 2024 Annual Report and Financial Statements at the references
provided below:
Section Description Annual Report location
(1) Interest capitalised Not applicable
(2) Publication of unaudited financial information Page 118
(4) Details of long-term incentive schemes Pages 58 to 77
(5) Waiver of emoluments by a Director Not applicable
(6) Waiver of future emoluments by a Director Not applicable
(7) Non-pre-emptive issues of equity for cash Not applicable
(8) Item (7) in relation to major subsidiary undertakings Not applicable
(9) Parent participation in a placing by a listed subsidiary Not applicable
(10) Contracts of significance Page 80
(11) Provision of services by a controlling shareholder Remuneration Report
(12) Shareholder waivers of dividends Page 79
(13) Shareholder waivers of future dividends Page 79
(14) Agreements with controlling shareholders Directors’ Report
Directors’ statement as to disclosure of
information to auditor
So far as each Director is aware, there is
no relevant audit information (as defined
by the Companies Act 2006) of which the
Company’s auditor is unaware. Each Director
has taken all steps that ought to be taken by
a Director, to make themselves aware of and
to establish that the auditor is aware of any
relevant audit information.
Auditor
The Audit and Risk Committee has
responsibility delegated from the Board
for making recommendations on the
appointment, reappointment, removal
and remuneration of the external auditor.
In accordance with Section 485 of the
Companies Act 2006, a resolution proposing
that PKF Littlejohn LLP be reappointed
as auditors of the Group and to authorise
the Audit and Risk Committee to fix their
remuneration will be proposed at the
2024AGM.
Annual General Meeting
The Company’s AGM will be held at
14:00pm on 13 December 2024 at the
Company’s registered office, Manor Mill,
Oldham, OL90DD. The Notice of the AGM
accompanies this Annual Report and will
be available on the Group’s website at
www.upplc.com. Two resolutions will be
proposed as special business. Explanatory
notes on these resolutions are set out in
the Notice ofthemeeting.
Recommendation to shareholders
The Board considers that all of the
resolutions to be considered at the AGM
arein the best interests of the Company
andits shareholders as a whole and
unanimously recommends that you vote
intheir favour.
By order of the Board.
Chris Dent
Company Secretary
28 October 2024
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Statement of Directors’ responsibilities
The Directors are responsible for preparing
the Annual Report and the Financial
Statements in accordance with UK adopted
international accounting standards and
applicable law and regulations. Company law
requires the Directors to prepare Financial
Statements for each financial year. Under that
law the Directors are required to prepare the
Group and Company Financial Statements
in accordance with UK adopted international
accounting standards. 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 Company and of the profit
or loss for the Group and Company for that
period. In preparing the Financial Statements,
the Directors are required to:
• select suitable accounting policies and
then apply them consistently;
• make judgements and accounting
estimates that are reasonable
andprudent;
• state whether they have been prepared
in accordance with UK adopted
international accounting standards,
subject to any material departures
disclosed and explained in the Financial
Statements;
• prepare the Financial Statements on
the going concern basis unless it is
inappropriate to presume that the
Group and the Company will continue in
business; and
• prepare a Directors’ Report, a
Strategic Report and Directors’
Remuneration Report which comply
with the requirements of the
CompaniesAct2006.
The Directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the Company’s
transactions and disclose with reasonable
accuracy at any time the financial position
of the Company and enable them to ensure
that the Financial Statements comply with
the Companies Act 2006.
They are also responsible for safeguarding
the assets of the Company and hence
for taking reasonable steps for the
prevention and detection of fraud and
other irregularities. The Directors are
responsible for ensuring that the Annual
Report and Accounts, taken as a whole,
are fair, balanced, and understandable
and provides the information necessary
for shareholders to assess the Group’s
performance, business model and strategy.
Website publication
The Directors are responsible for ensuring
the Annual Report and the Financial
Statements are made available on a website.
Financial Statements are published on
the Company’s website in accordance
with legislation in the United Kingdom
governing the preparation and dissemination
of Financial Statements, which may vary
from legislation in other jurisdictions. The
maintenance and integrity of the Company’s
website is the responsibility of the Directors.
The Directors’ responsibility also extends
to the ongoing integrity of the Financial
Statements contained therein.
Directors’ responsibilities
The Directors confirm to the best of
theirknowledge:
• the Financial Statements have been
prepared in accordance with the
applicable set of accounting standards,
give a true and fair view of the assets,
liabilities, financial position and profit
and loss of the Group and Company; and
• the Annual Report includes a fair review
of the development and performance of
the business and the financial position of
the Group and Company, together with
a description of the principal risks and
uncertainties that they face.
This Directors’ Report and Responsibility
Statement was approved by the Board of
Directors on 28 October 2024 and is
signed on its behalf by
Chris Dent
Company Secretary
28 October 2024
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Financial Statements
Providing the
best service
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Independent Auditor’s Report
To the members of Ultimate Products plc
Opinion
We have audited the financial statements of Ultimate Products plc (the ‘parent company’)
and its subsidiaries (the ‘group’) for the year ended 31 July 2024 which comprise of the
Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the
Consolidated Statement of Financial Position, the Company Statement of Financial Position,
the Consolidated Statement of Changes in Equity, the Company Statement of Changes in
Equity, the Consolidated Statement of Cash Flows, the Company Statement of Cash Flows
and notes to the financial statements, including significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable law and UK-
adopted international accounting standards and as regards the parent company financial
statements, as applied in accordance with the provisions of the Companies Act 2006.
In our opinion:
• the financial statements give a true and fair view of the state of the group’s and of the
parent company’s affairs as at 31 July 2024 and of the group’s profit for the year 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 UK-adopted international accounting standards and 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 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 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 director’s use of the going
concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group’s and parent company’s ability to
continue to adopt the going concern basis of accounting included:
• obtaining management’s assessment that supports the Board’s conclusions about the
appropriateness of using the going concern basis for the preparation of the financial
statements and assessed the adequacy and accuracy of the disclosures made in the
financial statements around going concern;
• evaluating management’s historical forecasting accuracy by comparing performance to
budgets from prior financial periods;
• testing the assessment and underlying forecasts for mathematical accuracy;
• obtaining an understanding of the financing facilities from the finance agreements,
including the nature of the facilities, covenants and attached conditions;
• agreeing the underlying cash flow projections to management-approved forecasts,
recalculating the impact on banking covenants and liquidity headroom for the base case
scenario;
• assessing whether key inputs and assumptions, including sales growth rates, gross profit
margins, overheads and financing cashflows made were reasonable;
• performing independent sensitivity analysis on management’s key assumptions and
inputs, including applying incremental adverse cash flow sensitivities. The sensitivity
analysis included the impact of certain severe but plausible scenarios, evaluated as part
of management’s work on the group’s viability, including pandemic disruption, operational
disruption, technology displacement and increase in costs from inflation;
• evaluating the amount and timing of identified mitigating actions available to respond
to a severe downside scenario, such as ability to restrict capital expenditure and cash
payments associated with dividends and whether those actions are feasible and within the
group’s control; and
• considering the appropriateness of management’s downside scenario, to understand
how severe conditions would have to be to breach liquidity and whether the reduction in
Earnings Before Interest Taxes Depreciation and Amortisation (EBITDA) required has no
more than a remote possibility of occurring.
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 or 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.
In relation to the entities reporting on how they have 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. Our responsibilities and the responsibilities of the
directors with respect to going concern are described in the relevant sections of this report.
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To the members of Ultimate Products plc continued
Our application of materiality
For the purposes of determining whether the financial statements are free from material
misstatement, we define materiality as the magnitude of misstatement that makes it probable
that the economic decisions of a reasonably knowledgeable person, relying on the financial
statements, would be changed, or influenced. We also determine a level of performance
materiality which we use to assess the extent of testing needed to reduce to an appropriately
low level the probability that the aggregate of uncorrected and undetected misstatements
exceeds materiality for the financial statements as a whole.
Materiality for the group financial statements as a whole was set as £715,000 (2023:
£825,000). This was calculated based upon 5% of profit before tax (2023: 5% of profit
before tax) due to the group’s profitability and since it is one of the group’s key performance
indicators. Performance materiality and the triviality threshold for the consolidated financial
statements was set at £500,000 (2023: £495,000) and £35,750 (2023: £41,250) respectively
due to the number of significant risks and this being our second year of engagement.
Materiality for the parent company financial statements as a whole was set as £390,000
(2023: £480,000). This was calculated based upon 1.5% of gross assets (2023: 1.5% of gross
assets) due to significant value of, and focus on, the investment in and balances due from
subsidiaries. Performance materiality and the triviality threshold for the parent company was
set at £270,000 (2023: £288,000) and £19,000 (2023: £24,000) respectively due to the
number of significant risks identified and this being our second year of engagement.
For each component in the scope of our group audit, we allocated a materiality that is less
than our overall group materiality. The range of materiality allocated across components
was between £500,000 and £680,000 (2023: £740,000 and £800,000).
We also agreed to report to the Audit Committee any other audit misstatements below
the triviality thresholds established above which we believe warranted reporting on
qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risk of material
misstatement in the financial statements. In particular, we looked at areas involving significant
accounting estimates and judgement by the directors and considered future events that are
inherently uncertain such as the valuation of non-contractual rebates. We also addressed the
risk of management override of internal controls, including among other matters consideration
of whether there was evidence of bias that represented a risk of material misstatement due
to fraud.
The group has two trading companies within the consolidated financial statements, both of
which are based in the UK. We identified two significant components: the parent company –
Ultimate Products plc; and the subsidiary Ultimate Products UK Limited, which were subject
to a full scope audit by a team with relevant sector experience undertaken from our office
based in London. We engaged the assistance of a component auditor to assist with inventory
count procedures, as we were not able to visit an overseas third party warehouse.
The other four entities within the group were assessed as being not material, and therefore
only analytical procedures at a group level were performed in respect of these entities.
Key audit matters
Key audit matters are those matters that, in our professional judgment, 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.
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Key audit matters continued
Key Audit Matter How our scope addressed this matter
Revenue recognition (Note 5)
The group has a number of material revenue streams.
Each revenue stream has its own distinct revenue
recognition policy according to the point in time at
which each performance obligation is satisfied.
In addition, the group incurs significant costs from
customers in relation to discounts, contributions,
advertising, marketing and other related services
provided by its customers.
Given the material value of sales and the number
of different revenue streams, there is a risk that the
various streams of revenue are not accounted for in
the correct period in accordance with the underlying
contractual terms of sale and IFRS 15 Revenue from
Contracts with Customers.
Our procedures included but were not limited to:
• Obtaining and documenting an understanding of the information systems and related controls
relevant to each material revenue stream during the year ended 31 July 2024;
• Evaluating the appropriateness of the information systems and the effectiveness of the design
and implementation of the related controls over the various revenue streams;
• Performing a review in accordance with IFRS 15 for all material revenue streams and
comparing with the entity’s accounting policy to ensure compliance with the relevant financial
reporting framework;
• Obtaining records of all sales invoices, sales orders and good despatch notes raised in the
year, vouching an appropriate sample to supporting documentation, and comparing and
reconciling revenue to these three categories of documents. We also reviewed and tested an
appropriate sample of reconciling items;
• Reconciling revenue per the sales invoice listing to revenue recognised within the nominal
ledger for the year;
• Selecting a sample of credit notes raised during the year to ensure they have been
appropriately raised and authorised. Also selecting a sample of credit notes raised post year-
end to ensure they have been recognised in the correct period and assessing whether there is
an indication that revenue recognised at year-end was overstated;
• Assessing the valuation and completeness of deferred revenue, for revenue streams where
the risks and rewards of ownership are transferred on delivery;
• Obtaining a list of costs in relation to services provided by customers in the year and
assessing whether the classifications determined by management are in accordance with IFRS
15; and
• Agreeing an appropriate sample of costs in relation to services provided by customers in
the year to supporting documentation to ensuring that the costs have been recorded at the
correct value and in the correct period.
Based on conducting the aforementioned procedures, we consider that the revenue recognition
policies adopted by management for each revenue stream were reasonable. We also consider
that the accounting policies adopted by management in respect of costs incurred from
customers were reasonable.
Independent Auditor’s Report
To the members of Ultimate Products plc continued
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To the members of Ultimate Products plc continued
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 contained within the annual report. Our opinion on the group and parent
company 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 the 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
• the strategic report and the directors’ report have been prepared in accordance with
applicable legal requirements.
Matters on which we are required to report by exception
In the 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.
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.
Corporate governance statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability
and that part of the Corporate Governance Statement relating to the group’s and parent
company’s compliance with the provisions of the UK Corporate Governance Code specified
for our review by the Listing Rules.
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 80;
• Directors’ explanation as to their assessment of the group’s prospects, the period this
assessment covers and why the period is appropriate set out on page 46;
• Directors’ statement on whether they have a reasonable expectation that the group will be
able to continue in operation and meet its liabilities set out on page 46;
• Directors’ statement that they consider the annual report and the financial statements,
taken as a whole, to be fair, balanced and understandable set out on page 81;
• Board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks set out on page 56;
• The section of the annual report that describes the review of effectiveness of risk
management and internal control systems set out on page 56; and
• The section describing the work of the audit committee set out on page 55.
Responsibilities of directors
As explained more fully in the statement of directors’ responsibilities, the directors are
responsible for the preparation of the group and parent company 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 group and parent company 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.
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fi
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.
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. The extent to which our procedures
are capable of detecting irregularities, including fraud is detailed below:
• We obtained an understanding of the group and parent company and the sector in which
they operate to identify laws and regulations that could reasonably be expected to have
a direct effect on the financial statements. We obtained our understanding in this regard
through discussions with management, application of cumulative audit knowledge and
experience of the sector.
• We determined the principal laws and regulations relevant to the group and parent
company in this regard to be those arising from Listing Rules, UK Companies Act 2006,
Disclosure and Transparency Rules, UK Corporate Governance Code, The Consumer
Protection Act 1987, and The Money Laundering and Terrorist Financing (Amendment)
Regulations 2019.
• We designed our audit procedures to ensure the audit team considered whether there
were any indications of non-compliance by the group and parent company with those laws
and regulations. These procedures included, but were not limited to:
– Making enquiries of management;
– Reviewing board minutes;
– Review the parent company’s and subsidiaries’ legal expenses; and
– Reviewing Regulatory News Service announcements.
• We also identified the risks of material misstatement of the financial statements due to
fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud
arising from management override of controls, that there was potential for management
bias in relation to the estimates and judgements made in accounting for customer
rebates and we addressed this by challenging the assumptions and judgments made by
management and conducting procedures to gain assurance over the completeness and
accuracy of accrued rebates.
• As in all of our audits, we addressed the risk of fraud arising from management override
of controls by performing audit procedures which included, but were not limited to: the
testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the
business rationale of any significant transactions that are unusual or outside the normal
course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all
irregularities, including those leading to a material misstatement in the financial statements
or non-compliance with regulation. This risk increases the more that compliance with a law or
regulation is removed from the events and transactions reflected in the financial statements,
as we will be less likely to become aware of instances of non-compliance. The risk is also
greater regarding irregularities occurring due to fraud rather than error, as fraud involves
intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located
on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Other matters which we are required to address
We were appointed by the Audit Committee on 30 June 2023 to audit the financial statements
for the period ending 31 July 2023 and subsequent financial periods. Our total uninterrupted
period of engagement is 2 years, covering the periods ending 31 July 2023 to 31 July 2024.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the
group or the parent company and we remain independent of the group and the parent
company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our 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.
Joseph Archer (Senior Statutory Auditor) 15 Westferry Circus
Canary Wharf
London E14 4HD
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
28 October 2024
Independent Auditor’s Report
To the members of Ultimate Products plc continued
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| 2024 | 2023 | ||
| Note | £’000 | £’000 | |
Revenue | 5 | ||
Cost of sales | ( | ( | |
Gross profit | |||
Adjusted earnings before interest, tax, depreciation, amortisation, share- based payments & non-recurring items | |||
| (‘AdjustedEBITDA’) | |||
Depreciation and loss on disposal of fixed assets | 6 | ( | ( |
Amortisation of intangibles | 6 | ( | ( |
Share-based payment expense | 23 | ( | ( |
Total administrative expenses | ( | ( | |
Operating profit | 6 | ||
Finance expense | 8 | ( | ( |
Profit before tax | |||
Tax expense | 9 | ( | ( |
| Profit for the year attributable to equity | |||
| holders of the Company | |||
| All amounts relate to continuing operations | |||
| Earnings per share | |||
Basic | 10 | ||
Diluted | 10 |
Consolidated Income Statement
For the year ended 31 July 2024
Consolidated Statement of
Comprehensive Income
For the year ended 31 July 2024
| 2024 | 2023 | |
| £’000s | £’000s | |
Profit for the year | ||
| Items that may subsequently be reclassified to the income | ||
| statement | ||
Fair value movements on cash flow hedging instruments | ( | ( |
| Hedging instruments recycled through the income | ( | |
| statement at the end of hedging relationships | ||
Deferred tax relating to cashflow hedges | ( | |
Items that will not subsequently be reclassified to the income statement | ||
Foreign currency translation | ( | |
Other comprehensive income/(loss) | ( | |
Total comprehensive income for the year attributable to the equity holders of the Company |
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| 2024 | 2023 | ||
| Note | £’000 | £’000 | |
| Assets | |||
Intangible assets | 13 | ||
Property, plant and equipment | 14 | ||
Total non-current assets | |||
Inventories | 16 | ||
Trade and other receivables | 17 | ||
Derivative financial instruments | 21 | ||
Cash and cash equivalents | |||
Total current assets | |||
Total assets | |||
| Liabilities | |||
Trade and other payables | 18 | ( | ( |
Derivative financial instruments | 21 | ( | ( |
Current tax | ( | ||
Borrowings | 19 | ( | ( |
Lease liabilities | 20 | ( | ( |
Total current liabilities | ( | ( | |
Net current assets |
Consolidated Statement of Financial Position
At 31 July 2024
| 2024 | 2023 | ||
| Note | £’000 | £’000 | |
Borrowings | 19 | ( | |
Deferred tax | 15 | ( | ( |
Lease liabilities | 20 | ( | ( |
Total non-current liabilities | ( | ( | |
Total liabilities | ( | ( | |
Net assets | |||
| Equity | |||
Share capital | 22 | ||
Share premium | 22 | ||
Capital redemption reserve | 22 | ||
Employee Benefit Trust reserve | 22 | ( | ( |
Share-based payment reserve | 22 | ||
Hedging reserve | 22 | ( | ( |
Retained earnings | |||
Equity attributable to owners of the Group |
Company registered number: 5432142
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Note
2024
£’000
2023
£’000
Assets
Investments 12 20,947 20,810
Total non-current assets 20,947 20,810
Trade and other receivables 17 5,254 9,040
Current tax 127 –
Derivative financial instruments 150 587
Cash 29 49
Total current assets 5,560 9,676
Total assets 26,507 30,486
Liabilities
Trade and other payables 18 (58) (264)
Borrowings 19 – (1,937)
Deferred tax (30) –
Total current liabilities (88) (2,201)
Net current assets 5,472 7,475
Borrowings 19 – (3,990)
Total non-current liabilities – (3,990)
Total liabilities (88) (6,191)
Net assets 26,419 24,295
Company Statement of Financial Position
At 31 July 2024
Note
2024
£’000
2023
£’000
Equity
Share capital 22 221 223
Share premium 22 14,334 14,334
Capital redemption reserve 22 2 –
Share-based payment reserve 22 1,431 1,817
Hedging reserve 22 90 385
Retained earnings 10,341 7,536
Total equity 26,419 24,295
The Directors have taken advantage of the exemption available under s408 of the Companies
Act 2006 and have not presented an income statement for the Company. The Company’s
profit for the year was £9,535,000 (2023: loss of £1,595,000) and the total comprehensive
income for the year was a profit of £9,240,000 (2023: loss of £1,478,000).
These Financial Statements were approved by the Board of Directors and authorised for issue
on 28 October 2024 and signed on its behalf by:
Andrew Gossage Chris Dent
Chief Executive Officer Chief Financial Officer
Company registered number: 5432142
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| Capital redemption | Share-based | Hedging | Retained | Total | |||||
| Share capital | reserve | Share premium | EBT reserve | payment reserve | reserve | earnings | Equity | ||
| Note | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
As at 31 August 2022 | ( | ||||||||
Profit for the year | |||||||||
Foreign currency retranslation | ( | ( | |||||||
Cash flow hedging movement | ( | ( | |||||||
Deferred tax movement | 15 | ||||||||
Total comprehensive income for the year | ( | ||||||||
| Transactions with shareholders: | |||||||||
Dividends payable | 11 | ( | ( | ||||||
Share-based payments charge | 23 | ||||||||
Deferred tax on share-based payments | 15 | ( | ( | ||||||
Transfer of reserve on exercise/cancellation of share award | ( | ||||||||
Transfer of shares by the EBT to employees on exercise of share award | ( | ||||||||
Purchase of own shares by the EBT | ( | ( | |||||||
As at 31 July 2023 | ( | ( | |||||||
Profit for the year | |||||||||
Foreign currency retranslation | |||||||||
Cash flow hedging movement | |||||||||
Deferred tax movement | 15 | ( | ( | ||||||
Total comprehensive income for the year | |||||||||
| Transactions with shareholders: | |||||||||
Dividends payable | 11 | ( | ( | ||||||
Share-based payments charge | 23 | ||||||||
Deferred tax on share-based payments | 15 | ||||||||
Transfer of reserve on exercise/cancellation of share award | ( | ||||||||
Transfer of shares by the EBT to employees on exercise of share award | ( | ||||||||
Purchase of own shares by the EBT | ( | ( | |||||||
Share buy-back | 22 | ( | ( | ( | |||||
As at 31 July 2024 | ( | ( |
Consolidated Statement of Changes in Equity
For the year ended 31 July
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Company Statement of Changes in Equity
For the year ended 31 July
Note
Share
capital
£’000
Capital
redemption
reserve
£’000
Share premium
£’000
Share-based
payment
reserve
£’000
Hedging
reserve
£’000
Retained
earnings
£’000
Total
Equity
£’000
As at 1 August 2022 223 – 14,334 1,166 268 15,109
31,100
Profit for the year – – – – – (1,595) (1,595)
Cash flow hedging movement – – – – 246 – 246
Deferred tax movement 15 – – – – (
129) –
(129)
Total comprehensive income for the year – – – – 117 (1,595) (
1,478)
Transactions with shareholders:
Dividends payable 11 – – – – – (6,255) (6,255)
Share-based payments charge 23 – – – 837 – – 837
Transfer of reserve on exercise/cancellation of share award – – – (186) – 186 0
Transfer of shares by the EBT to employees on exercise of share award – – – – – 91 91
As at 31 July 2023 223 – 14,334 1,817 385 7,536 24,295
Profit for the year – – – – – 9,535 9,535
Cash flow hedging movement – – – – (394) – (394)
Deferred tax movement 15 – – – – 99 – 99
Total comprehensive income for the year – – – – (295) 9,535 9,240
Transactions with shareholders:
Dividends payable 11 – – – – – (6,411)
(6,411)
Share-based payments charge 23 – – – 137 – – 137
Transfer of reserve on exercise/cancellation of share award – – – (523) – 523 –
Transfer of shares by the EBT to employees on exercise of share award – – – – – 158 158
Share buy-back 22 (2) 2 – – – (1,000) (1,000)
As at 31 July 2024
221
2
14,334 1,431 90 10,341 26,419
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| 2024 | 2023 | ||
| Note | £’000 | £’000 | |
| Net cash flow from operating activities | |||
Profit for the year | |||
| Adjustments for: | |||
Finance costs | 8 | ||
Income tax expense | 9 | ||
Depreciation | 14 | ||
Amortisation | 13 | ||
Loss on disposal of non-current assets | |||
Derivative financial instruments | ( | ||
Share-based payments | 23 | ||
| Working capital adjustments | |||
(Increase)/Decrease in inventories | 16 | ( | |
(Increase)/Decrease in trade and otherreceivables | 17 | ( | |
Increase in trade and other payables | 18 | ||
Net cash from operations | |||
Income taxes paid | ( | ( | |
Cash generated from operations | |||
| Cash flows used in investing activities | |||
Acquisition of subsidiary- deferred consideration | ( | ||
Purchase of property, plant and equipment | ( | ( | |
Net cash used in investing activities | ( | ( |
Consolidated Statement of Cash Flows
For the year ended 31 July
| 2024 | 2023 | ||
| Note | £’000 | £’000 | |
| Cash flows used in financing activities | |||
Sale of own shares | ( | ( | |
Share buy-back | 22 | ( | |
Proceeds from borrowings | |||
Repayment of borrowings | ( | ( | |
Principal paid on lease obligations | ( | ( | |
Debt issue costs paid | ( | ( | |
Dividends paid | 11 | ( | ( |
Interest paid | ( | ( | |
Net cash used in finance activities | ( | ( | |
Net decrease in cash and cash equivalents | ( | ( | |
| Exchange gains/(losses) on cash and cash | ( | ||
| equivalents | |||
Cash and cash equivalents brought forward | |||
Cash and cash equivalents carried forward |
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Reconciliation of cash flow to the Group net debt position
Group
Overdraft
£’000
Term Loan
£’000
RCF
£’000
Invoice
discounting
£’000s
Import loans
£’000s
Loan Fees
£’000
Leases
£’000
Total liabilities
from financing
activities
£’000
Cash
£’000
Net debt
£’000
At 1 August 2022 (6,020) (8,000) (2,217) (6,197) (8,179) 155 (2,757) (33,215) 6,202
(
27,013)
Financing cash flows 1,016 2,000 2,217 (2,753) 8,179 94 840 11,593
Other cash flows – – – – – – – – (1,115)
– 11,593
(1,115)
Other changes – – – – – (176) (3,181) (3,357) (1)
(3,358)
At 31 July 2023 (5,004) (6,000) – (8,950) – 73 (5,098) (24,979) 5,086 (19,893)
Financing cash flows 213 6,000 – 185 (1,668) 137 838 5,705
– 5,705
Other cash flows – – – – – – – – (376)
(
376)
Other changes – – – – – (
137) 13
(
124)
23 (101)
At 31 July 2024
(4,791)
– –
(8,765) (1,668) 73 (4,247)
(19,398)
4,733 (14,665)
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Note
2024
£’000
2023
£’000
Net cash flow from operating activities
Profit/(loss) for the year 9,535 (1,595)
Adjustments for:
Finance and dividend income (10,051) –
Finance costs 198 392
Impairment of loans from Group undertakings 302 2,406
Income tax charge/(credit) (180) 159
Working capital adjustments
Decrease/(Increase) in trade and other receivables 28 (36)
(Decrease)/Increase in trade and other payables (16) (4)
Net cash (used in)/generated from operations (184) 1,322
Cash flows from investing activities
Movement in loans from Group undertakings 3,455 10,784
Acquisition of subsidiary- deferred consideration – (987)
Dividends received 10,051 –
Net cash generated from investing activities 13,506 9,797
Cash flows used in financing activities
Repayment of borrowings (6,000) (4,507)
Proceeds from sale of shares 158 92
Share buy-back 22 (1,000) –
Debt issue costs paid – (94)
Dividends paid 11 (6,411) (6,255)
Interest paid (89) (306)
Net cash used in by finance activities (13,342) (11,070)
Net (decrease)/increase in cash and cash equivalents (20) 49
Cash and cash equivalents brought forward 49 –
Cash and cash equivalents carried forward 29 49
Company Statement of Cash Flows
For the year ended 31 July 2024
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Reconciliation of cash flow to the Company net debt position
Company
Term Loan
£’000
RCF
£’000
Loan fees
£’000
Total liabilities from
financing activities
£’000
Cash
£’000
Net debt
£’000
At 1 August 2022 (8,000) (2,507) 136 (10,371) – (10,371)
Financing cash flows 2,000 2,507 94 4,601 – 4,601
Other cash flows – – – – 49 49
Other changes – – (157) (157) – (157)
At 31 July 2023 (6,000) – 73 (5,927) 49 (5,878)
Financing cash flows 6,000 – – 6,000 – 6,000
Other cash flows – – – – (20) (20)
Other changes – – (73) (73) – (73)
At 31 July 2024 – – – – 29 29
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Notes to the Financial Statements
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3. Accounting policies continued
Notes to the Financial Statements continued
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3. Accounting policies continued
Notes to the Financial Statements continued
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3. Accounting policies continued
Notes to the Financial Statements continued
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3. Accounting policies continued
Leases continued
Notes to the Financial Statements continued
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5. Revenue
| 2024 | 2023 | |
| Geographical split by location: | £’000 | £’000 |
United Kingdom | 101,152 | 115,580 |
Germany | 11,142 | 15,198 |
Rest of Europe | 41,848 | 34,447 |
Rest of the World | 1,355 | 1,090 |
Total | 155,497 | 166,315 |
International sales | 54,345 | 50,735 |
Percentage of total revenue | 35% | 31% |
Notes to the Financial Statements continued
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| 2024 | 2023 | |
| Analysis of revenue by brand: | £’000 | £’000 |
Salter | 56,354 | 66,599 |
Beldray | 34,184 | 35,031 |
Russell Hobbs (licensed) | 12,059 | 16,458 |
Progress | 5,871 | 7,425 |
Petra | 2,576 | 3,194 |
Kleeneze | 3,188 | 3,378 |
Premier brands | 114,232 | 132,085 |
Other proprietorial brands | 14,709 | 16,036 |
Own label and other | 26,556 | 18,194 |
Total | 155,497 | 166,315 |
| 2024 | 2023 | |
| Analysis of revenue by product: | £’000 | £’000 |
Small domestic appliances | 58,119 | 66,813 |
Housewares | 40,603 | 48,008 |
Laundry | 18,630 | 18,163 |
Audio | 15,160 | 15,545 |
Heating and cooling | 3,028 | 6,214 |
Others | 19,957 | 11,572 |
Total | 155,497 | 166,315 |
| 2024 | 2023 | |
| Analysis of revenue by sales channel: | £’000 | £’000 |
Supermarkets | 45,409 | 49,116 |
Discount retailers | 44,994 | 44,593 |
Online channels | 33,974 | 41,449 |
Multiple-store retailers | 19,891 | 22,178 |
Other | 11,229 | 8,979 |
Total | 155,497 | 166,315 |
| 2024 | 2023 | |
| Operating profit is stated after charging/(crediting): | £’000 | £’000 |
Foreign exchange loss | 231 | 929 |
Loss on disposal of fixed asset | 4 | 20 |
Depreciation of owned property, plant and equipment | 1,260 | 1,367 |
Depreciation of right of use assets | 905 | 851 |
Amortisation of intangible assets | 22 | 22 |
| Auditors’ remuneration: | ||
Fees for audit of the Company | 53 | 50 |
Fees for the audit of the Company’s subsidiaries | 74 | 65 |
Total audit fees | 127 | 115 |
Other assurance services | 13 | – |
Total non-audit fees | 13 | – |
5. Revenue continued
Notes to the Financial Statements continued
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7. Employee costs
Group | Company | |||
| 2024 | 2023 | 2024 | 2023 | |
| £’000 | £’000 | £’000 | £’000 | |
Wages and salaries | 14,626 | 15,224 | 306 | 309 |
Social security costs | 1,360 | 1,439 | 36 | 35 |
Other pension costs | 314 | 354 | – | – |
Share-based payments | 137 | 837 | – | – |
Total | 16,437 | 17,854 | 342 | 344 |
The average monthly number of people employed (including Directors) was:
Group | Company | |||
| 2024 | 2023 | 2024 | 2023 | |
| Average number of employees: | Number | Number | Number | Number |
Sales staff | 80 | 83 | – | – |
Distribution staff | 103 | 104 | – | – |
Administrative staff | 208 | 212 | 6 | 6 |
Total | 391 | 399 | 6 | 6 |
Details of Directors’ remuneration and pension entitlements are disclosed in the Remuneration
Report on pages 58 to 77. Social security costs payable in respect of the Directors were
£218,000 (2023: £214,000).
| 2024 | 2023 | |
| £’000 | £’000 | |
Interest on bank loans and overdrafts | 1,138 | 1,114 |
Interest on lease liabilities | 242 | 134 |
Foreign exchange in respect of lease liabilities (net of hedging actions) | 13 | (81) |
Other interest payable and similar charges | (12) | (35) |
Total finance cost | 1,381 | 1,132 |
9. Taxation
| 2024 | 2023 | |
| £’000 | £’000 | |
Current period – UK corporation tax | 3,031 | 3,040 |
Adjustments in respect of prior periods | 243 | (72) |
Foreign current tax expense | 394 | 431 |
Total current tax | 3,668 | 3,399 |
Origination and reversal of temporary differences | 226 | 5 |
Adjustments in respect of prior periods | (108) | (6) |
Impact of change in tax rate | – | – |
Total deferred tax | 118 | (1) |
Total tax charge | 3,786 | 3,398 |
Notes to the Financial Statements continued
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9. Taxation continued
Factors effecting the tax charge
The tax assessed for the current and previous period is higher than the standard rate of
corporation tax in the UK. The tax charge for the year can be reconciled to the profit per the
income statement as follows:
| 2024 | 2023 | |
| £’000 | £’000 | |
Profit before tax | 14,313 | 15,984 |
Tax charge at 25% (2023: 20.5%) | 3,578 | 3,277 |
| Adjustments relating to underlying items: | ||
Adjustment to tax charge in respect of prior periods | 135 | (78) |
Effects of expenses not deductible for tax purposes | 53 | 119 |
Impact of overseas tax rates | 20 | 56 |
Effect of difference in corporation tax and deferred tax rates | – | 15 |
| Adjustments relating to non-underlying items: | ||
Effects of expenses not deductible for tax purposes | 34 | 171 |
Differences arising on tax treatment of shares | (34) | (162) |
Total tax expense | 3,786 | 3,398 |
Corporation tax is calculated at 25% (2023: 20.5%) of the estimated assessable profit for the
year, being the average effective tax rate in the year. Deferred tax balances at the year-end
have been measured at 25%.
10. Earnings per share
Basic earnings per share is calculated by dividing the net income for the period attributable
to ordinary equity holders by the weighted average number of ordinary shares outstanding
during the period. Diluted earnings per share amounts are calculated by dividing the profit
attributable to owners of the parent by the weighted average number of ordinary shares
in issue during the financial year, adjusted for the effects of potentially dilutive options.
The dilutive effect is calculated on the full exercise of all potentially dilutive ordinary share
options granted by the Group, including performance-based options which the Group
considers to have been earned.
The calculations of earnings per share are based upon the following:
| 2024 | 2023 | |
| £’000 | £’000 | |
Profit for the year | 10,527 | 12,586 |
Number | Number | |
Weighted average number of shares in issue | 89,213,704 | 89,312,457 |
Less shares held by the UPGS EBT | (2,657,123) | (3,002,142) |
Weighted average number of shares – basic | 86,556,581 | 86,310,315 |
Share options | 974,498 | 1,576,409 |
Weighted average number of shares – diluted | 87,531,079 | 87,886,724 |
Pence | Pence | |
Earnings per share – basic | 12.2 | 14.6 |
Earnings per share – diluted | 12.0 | 14.3 |
11. Dividends
| 2024 | 2023 | |
| £’000 | £’000 | |
Final dividend paid in respect of the previous year | 4,289 | 4,157 |
Interim declared and paid | 2,122 | 2,098 |
6,411 | 6,255 | |
Per share | Pence | Pence |
Final dividend paid in respect of the previous year | 4.95 | 4.82 |
Interim declared and paid | 2.45 | 2.43 |
7.40 | 7.25 |
The Directors propose a final dividend of 4.93 p per share in respect of the year ended
31 July 2024.
Notes to the Financial Statements continued
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| 2024 | 2023 | |
| Company | £’000 | £’000 |
Carrying value at beginning of the year | 20,810 | 19,974 |
Non-reimbursed share-based payment charges | 137 | 836 |
20,947 | 20,810 |
| Proportion of Voting | ||||
| Rights and Shares | ||||
Registered Office | Holding | Held | Nature of Business | |
| Ultimate Products | Manor Mill, Victoria Street, | Ordinary | 100% | Supply of branded |
| UK Limited | Oldham OL9 0DD | shares | household products | |
| UP Global Sourcing | Unit B, 13th Floor, Yun | Ordinary | 100% | Supply of branded |
| Hong Kong Limited | Tat Commercial Building, | shares | household products | |
| 70–74 Wuhu Street, Hong | ||||
| Kong | ||||
| Salter Brands | Manor Mill, Victoria Street, | Ordinary | 100% | Dormant |
| Limited | Oldham OL9 0DD | shares | ||
| Ultimate Products | 19 Baggot Street Lower, | Ordinary | 100% | Dormant |
| Europe Limited | Dublin 2, DO2 X658, Eire | shares |
| Goodwill | Trademarks | Brands | Total | |
| £’000 | £’000 | £’000 | £’000 | |
| Cost | ||||
At 1 August 2022 | 9,794 | 222 | 27,072 | 37,088 |
Adjustments | – | – | – | – |
At 31 July 2023 | 9,794 | 222 | 27,072 | 37,088 |
Adjustments | – | – | – | – |
At 31 July 2024 | 9,794 | 222 | 27,072 | 37,088 |
| Amortisation | ||||
At 1 August 2022 | – | 63 | – | 63 |
Charge for year | – | 22 | – | 22 |
At 31 July 2023 | – | 85 | – | 85 |
Charge for year | – | 22 | – | 22 |
At 31 July 2024 | – | 107 | – | 107 |
| Net book value | ||||
At 31 July 2024 | 9,794 | 115 | 27,072 | 36,981 |
At 31 July 2023 | 9,794 | 137 | 27,072 | 37,003 |
At 31 July 2022 | 9,794 | 159 | 27,072 | 37,025 |
Notes to the Financial Statements continued
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13. Intangible assets continued
14. Property, plant and equipment
| Fixtures, Fittings | Right of use | |||
| and Equipment | Motor Vehicles | assets | Total | |
| Cost | £’000 | £’000 | £’000 | £’000 |
As at 1 August 2022 | 7,608 | 56 | 4,973 | 12,637 |
Additions | 999 | – | 597 | 1,596 |
Disposals | (606) | – | (740) | (1,346) |
Lease modifications | – | – | 3,238 | 3,238 |
As at 31 July 2023 | 8,001 | 56 | 8,068 | 16,125 |
Additions | 1,300 | – | – | 1,300 |
Disposals | (647) | – | – | (647) |
Lease modifications | – | – | – | – |
As at 31 July 2024 | 8,654 | 56 | 8,068 | 16,778 |
| Accumulated Depreciation and Impairment Losses | ||||
As at 1 August 2022 | 3,707 | 53 | 2,508 | 6,268 |
Charge for the year | 1,364 | 3 | 851 | 2,218 |
Disposals | (592) | – | (212) | (804) |
Lease modifications | – | – | – | – |
As at 31 July 2023 | 4,479 | 56 | 3,147 | 7,682 |
Charge for the year | 1,260 | – | 905 | 2,165 |
Disposals | (643) | – | – | (643) |
Lease modifications | – | – | – | – |
As at 31 July 2024 | 5,096 | 56 | 4,052 | 9,204 |
| Carrying Amount: | ||||
As at 31 July 2024 | 3,558 | – | 4,016 | 7,574 |
As at 31 July 2023 | 3,522 | – | 4,921 | 8,443 |
As at 31 July 2022 | 3,901 | 3 | 2,465 | 6,369 |
The Company held no property, plant and equipment. Included in property, plant and
equipment are assets held outside of the UK with a carrying amount at 31 July 2024 of £1.0m
(2023: £1.8m). Lease modifications during the year ended 31 July 2023 relate to the extension
of the leases in respect of the Group’s Distribution Centre at Heron Mill and the Guangzhou
sourcing office.
Notes to the Financial Statements continued
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14. Property, plant and equipment continued
Right of Use assets
| Fixtures, fittings | ||||
| and equipment | Motor vehicles | Property | Total | |
| Cost | £’000 | £’000 | £’000 | £’000 |
As at 1 August 2023 | 192 | 20 | 7,856 | 8,068 |
Additions | – | – | – | – |
Disposals | – | – | – | – |
Modifications | – | – | – | – |
As at 31 July 2024 | 192 | 20 | 7,856 | 8,068 |
| Accumulated Depreciation | ||||
As at 1 August 2023 | 46 | 13 | 3,088 | 3,147 |
Charge | 41 | 7 | 857 | 905 |
Disposals | – | – | – | – |
Modifications | – | – | – | – |
As at 31 July 2024 | 87 | 20 | 3,945 | 4,052 |
| Carrying Amount | ||||
As at 31 July 2024 | 105 | – | 3,911 | 4,016 |
As at 31 July 2023 | 146 | 7 | 4,768 | 4,921 |
| Accelerated | Share-based | Other timing | ||||
| Intangibles | allowances | Hedging | payment | differences | Total | |
| Group | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
As at 1 August 2022 | 6,768 | 545 | 655 | (247) | (136) | 7,585 |
Recognised through the statement of changes | – | – | (875) | 88 | – | (787) |
| in equity | ||||||
Credit/(charge) in the year | – | 18 | – | (68) | 49 | (1) |
As at 31 July 2023 | 6,768 | 563 | (220) | (227) | (87) | 6,797 |
Recognised through the statement of changes | – | – | 123 | (140) | – | (17) |
| in equity | ||||||
Credit/(charge) in the year | – | (26) | – | 208 | (64) | 118 |
As at 31 July 2024 | 6,768 | 537 | (97) | (159) | (151) | 6,898 |
16. Inventories
| 2024 | 2023 | |
| Group | £’000 | £’000 |
Goods for resale | 36,578 | 28,071 |
36,578 | 28,071 |
Inventories at 31 July 2024 are stated after provisions for impairment of £519,000 (2023:
£518,000). Inventories are pledged as security for liabilities, as referred to in note 19. Within
the income statement of the Group, £93.8m (2023: £101.5m) of inventories were recognised
as an expense within the year.
Notes to the Financial Statements continued
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| 2024 | 2023 | |
| Group | £’000 | £’000 |
Trade receivables | 28,507 | 28,175 |
Other receivables and prepayments | 1,203 | 1,328 |
Current tax asset | – | 387 |
29,710 | 29,890 |
2024 | 2023 | |||||
| Up to | Over | Up to | Over | |||
| 1 month | 1 month | 1 month | 1 month | |||
| past due | past due | Total | past due | past due | Total | |
| Group | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
Gross trade receivables (insured) | 27,264 | 1,165 | 28,429 | 26,521 | 1,600 | 28,121 |
Expected credit loss | (45) | – | (45) | – | (99) | (99) |
Net carrying amount | 27,219 | 1,165 | 28,384 | 26,521 | 1,501 | 28,022 |
Gross trade receivables (uninsured) | 100 | 23 | 123 | 150 | 3 | 153 |
Expected credit loss | – | – | – | – | – | – |
Net carrying amount | 100 | 23 | 123 | 150 | 3 | 153 |
Gross Trade receivables (total) | 27,364 | 1,188 | 28,552 | 26,671 | 1,603 | 28,274 |
Expected credit loss | (45) | – | (45) | – | (99) | (99) |
Net carrying amount | 27,319 | 1,188 | 28,507 | 26,671 | 1,504 | 28,175 |
| 2024 | 2023 | |
| Ageing of past due but not impaired receivables | £’000 | £’000 |
Less than 1 month | 2,725 | 2,460 |
1–2 months | 820 | 722 |
2–3 months | 157 | 189 |
Over 3 months | 211 | 592 |
Total | 3,913 | 3,963 |
Notes to the Financial Statements continued
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17. Trade and other receivables continued
| 2024 | 2023 | |
| Company | £’000 | £’000 |
Amounts owed by Group undertakings | 5,233 | 8,991 |
Other receivables and prepayments | 21 | 49 |
Current | 5,254 | 9,040 |
| 2024 | 2023 | |
| Group | £’000 | £’000 |
Trade payables | 30,363 | 19,024 |
Accruals | 5,728 | 8,971 |
Other taxes and social security | 2,993 | 2,010 |
39,084 | 30,005 |
| 2024 | 2023 | |
| Company | £’000 | £’000 |
Other payables | – | 182 |
Accruals | 58 | 82 |
58 | 264 |
| 2024 | 2023 | |
| Group | £’000 | £’000 |
Overdrafts | 4,791 | 5,004 |
Invoice discounting | 8,765 | 8,950 |
Import loans | 1,668 | – |
Term loan | – | 2,000 |
Unamortised debt issue costs | (73) | (63) |
Current | 15,151 | 15,891 |
Revolving credit facility | – | – |
Term loan | – | 4,000 |
Unamortised debt issue costs | – | (10) |
Non-current | – | 3,990 |
Total bank borrowings | 15,151 | 19,881 |
Cash | (4,733) | (5,086) |
Net bank borrowings | 10,418 | 14,795 |
| 2024 | 2023 | |
| Contractual undiscounted maturities: | £’000 | £’000 |
In less than one year | 15,224 | 15,954 |
Between one and two years | – | 2,000 |
Between three and four years | – | 2,000 |
Less: Unamortised debt issue costs | (73) | (73) |
Total borrowings | 15,151 | 19,881 |
Notes to the Financial Statements continued
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| 2024 | 2023 | |
| Company | £’000 | £’000 |
Term loan | – | 2,000 |
Unamortised debt issue costs | – | (63) |
Current | – | 1,937 |
Revolving credit facility | – | – |
Term loan | – | 4,000 |
Unamortised debt issue costs | – | (10) |
Non-current | – | 3,990 |
Total borrowings | – | 5,927 |
| 2024 | 2023 | |
| Contractual undiscounted maturities: | £’000 | £’000 |
In less than one year | – | 2,000 |
Between one and two years | – | 2,000 |
Between three and four years | – | 2,000 |
Less: Unamortised debt issue costs | – | (73) |
Total borrowings | – | 5,927 |
| 2024 | 2023 | |
| Group | £’000 | £’000 |
Lease liabilities less than one year | 811 | 836 |
Lease liabilities greater than one year | 3,436 | 4,262 |
Total discounted lease liabilities | 4,247 | 5,098 |
| 2024 | 2023 | |
| Movement in leases in the year | £’000 | £’000 |
Balance brought forward | 5,098 | 2,757 |
New leases and lease modifications (note 14) | – | 3,835 |
Repayments | (1,080) | (974) |
Disposals | – | (522) |
Interest on lease liabilities | 242 | 134 |
Foreign exchange revaluation | (13) | (132) |
Balance carried forward | 4,247 | 5,098 |
| 2024 | 2023 | |
| Contractual undiscounted maturities: | £’000 | £’000 |
Within one year | 1,024 | 1,084 |
Greater than one year but less than two years | 997 | 1,028 |
Greater than two years but less than five years | 2,318 | 2,646 |
Greater than five years but less than ten years | 525 | 1,204 |
4,864 | 5,962 |
19. Bank borrowings continued
Notes to the Financial Statements continued
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| 2024 | 2023 | |
| Amounts recognised in profit and loss | £’000 | £’000 |
Depreciation expense on right-of-use assets | 905 | 851 |
Interest expense on lease liabilities | 242 | 134 |
Expense relating to leases of low value assets & short-term leases | 99 | 160 |
Income from sub-leasing right of use assets | (8) | (8) |
21. Financial instruments
The principal financial instruments used by the Group, from which financial instrument risk
arises, are as follows:
| 2024 | 2023 | |
| Group | £’000 | £’000 |
Trade receivables – held at amortised cost | 28,507 | 28,175 |
Derivative financial instruments – carried at FVTOCI | 576 | 900 |
Derivative financial instruments – carried at FVTPL | 91 | 333 |
Trade and other payables | (36,091) | (27,995) |
Derivative financial instruments – carried at FVTOCI | (966) | (1,783) |
Derivative financial instruments – carried at FVTPL | (30) | (23) |
Borrowings – held at amortised cost | (15,151) | (19,881) |
Lease liabilities – held at amortised cost | (4,247) | (5,098) |
Cash and cash equivalents – held at amortised cost | 4,733 | 5,086 |
| Financial assets |
The Group held the following financial assets at amortised cost:
| 2024 | 2023 | |
| Group | £’000 | £’000 |
Cash and cash equivalents – held at amortised cost | 4,733 | 5,086 |
Trade receivables – held at amortised cost | 28,507 | 28,175 |
33,240 | 33,261 |
| 2024 | 2023 | |
| Group | £’000 | £’000 |
Trade payables | 30,363 | 19,024 |
Borrowings | 15,151 | 19,881 |
Other payables | 5,728 | 8,971 |
Lease liabilities | 4,247 | 5,098 |
55,489 | 52,974 |
| 2024 | 2023 | |
| Group | £’000 | £’000 |
Derivative financial instruments – assets | 667 | 1,233 |
Derivative financial instruments – liabilities | (996) | (1,806) |
(329) | (573) |
| 2024 | 2023 | |
| Group | £’000 | £’000 |
Foreign currency contracts | (544) | (1,372) |
Interest rate swaps | 111 | 315 |
Interest rate caps | 104 | 484 |
(329) | (573) |
Notes to the Financial Statements continued
20. Lease liabilities continued
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21. Financial instruments continued
2024 | 2023 | |||
Buy | Sell | Buy | Sell | |
USD$’000 | 59,000 | – | 54,300 | – |
€’000 | – | 34,000 | – | 23,200 |
CAD$’000 | – | – | – | 60 |
PLN’000 | – | – | – | 5,500 |
CNY’000 | 4,483 | – | 6,340 | – |
| 2024 | 2023 | |
| Group | £’000 | £’000 |
Trade receivables | 28,507 | 28,175 |
| Prepayments and other receivables not classified as financial | 1,203 | 1,328 |
| instruments | ||
Current tax asset not classified as a financial instrument | – | 387 |
Trade and other receivables (note 17) | 29,710 | 29,890 |
| 2024 | 2023 | |
| Group | £’000 | £’000 |
Trade and other payables | 36,091 | 27,995 |
Other taxes and social security not classified as financial instruments | 2,993 | 2,010 |
Trade and other payables (note 18) | 39,084 | 30,005 |
Notes to the Financial Statements continued
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21. Financial instruments continued
Reconciliation of the financial instruments to the Statement of
Financial Position continued
| 2024 | 2023 | |
| Group | $’000 | $’000 |
Trade receivables | 9,184 | 11,342 |
Other receivables | 85 | 369 |
Net cash and overdrafts | 5,404 | 2,640 |
Import loans | (2,142) | – |
Invoice discounting | 2,177 | 1 |
Trade payables | (33,425) | (17,324) |
(18,717) | (2,972) |
| 2024 | 2023 | |
| Group | €’000 | €’000 |
Trade receivables | 12,566 | 11,369 |
Other receivables | 22 | – |
Net cash and overdrafts | (927) | 3,266 |
Invoice discounting | (9,104) | (6,573) |
Trade payables | (1,383) | (1,217) |
Lease liabilities | (368) | (638) |
806 | 6,207 |
Notes to the Financial Statements continued
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21. Financial instruments continued
Foreign currency risk management continued
2024 | 2023 | |||||
| Fixed | Variable | Total | Fixed | Variable | Total | |
| Group | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
Cash and cash equivalents | – | 4,733 | 4,733 | – | 5,086 | 5,086 |
Bank borrowings | – | (15,224) | (15,224) | – | (19,954) | (19,954) |
– | (10,491) | (10,491) | – | (14,868) | (14,868) |
Notes to the Financial Statements continued
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| 2024 | 2023 | 2024 | 2023 | |
| Allotted, called up and fully paid | £’000 | £’000 | No. of shares | No. of shares |
At 1 August | 223 | 223 | 89,312,457 | 89,312,457 |
Share buy-backs | (2) | – | (683,885) | – |
At 31 July | 221 | 223 | 88,628,572 | 89,312,457 |
23. Share-based payments
The Company has established a number of different long-term incentive plans in the form of
an equity-settled share option schemes. Awards are granted and approved at the discretion
of the Remuneration Committee. Further details of these schemes are set out in the Directors’
Remuneration Report. Currently, 118 (2023: 137) members of staff hold options for shares in the
Company under the scheme. The share-based payments expense recognised in respect of
employee services received during the year was £137,000 (2023: £837,000). The 2023 charge
included a one-off charge of £0.5m relating to the modification of the MIP scheme. This all
arises on equity-settled share-based payment transactions.
| Weighted | Weighted | |||
| average | average | |||
Sharesave scheme (SAYE) | 2024 | exercise price | 2023 | exercise price |
Outstanding at the beginning of the period | 882,215 | £0.91 | 1,033,731 | £0.89 |
Granted during the period | 553,532 | £1.05 | – | – |
Lapsed during the period | (136,159) | £1.14 | (91,561) | £0.99 |
Exercised during the period | (492,960) | £0.70 | (59,955) | £0.48 |
Outstanding at the end of the period | 806,628 | £1.09 | 882,215 | £0.91 |
Exercisable at the end of the period | 18,023 | £0.74 | – | £0.00 |
| Weighted | Weighted | |||
| average | average | |||
Performance share plan (PSP) | 2024 | exercise price | 2023 | exercise price |
Outstanding at the beginning of the period | 1,339,687 | £0.00 | 2,104,000 | £0.00 |
Granted during the period | – | – | – | – |
Lapsed during the period | (145,220) | £0.00 | (451,513) | £0.00 |
Exercised during the period | (403,039) | £0.00 | (312,800) | £0.00 |
Outstanding at the end of the period | 791,428 | £0.00 | 1,339,687 | £0.00 |
Exercisable at the end of the period | 38,535 | £0.00 | 415,687 | £0.00 |
The fair value of the SAYE and PSP options granted is estimated at the date of grant using a
Black-Scholes model, after taking into account the terms and conditions upon which they were
granted. For options outstanding at the end of the period the range of exercise prices was
0.25p–120p (2023: 0.25p–120p), and the weighted average remaining contractual life was
4.2 years (2023: 8.7 years).
The Black-Scholes pricing model is applied on the granting dates of options.
Notes to the Financial Statements continued
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23. Share-based payments continued
Black-Scholes option pricing model
| SAYE 2023 | |
| 4 Dec 2023 | |
Closing share price, £ | 1.31 |
Exercise price, £ | 1.05 |
Risk-free interest rate | 3.9% |
Expected life of option (years) | 3 |
Volatility | 39.22% |
Dividend yield | 5% |
The 2017 MIP is structured as an award of A ordinary shares in Ultimate Products UK Limited
(‘Subsidiary Shares’). The right attaching to the Subsidiary Shares originally included a put
option with a three-year vesting period that could be exercised up to seven years following
the vesting date. Exercise of the put option was subject to the share price of Ultimate Products
plc exceeding a hurdle set at a premium to the IPO price. Following a shareholder vote at the
FY22 AGM, the time horizon of the MIP was extended by two years subject to an uplift in the
hurdle from 166.4p to 193.02p (equating to an 8% increase to the hurdle for each of the two
year extension). This amendment was accounted for as a modification and resulted in a one-
off charge of £0.5m being taken during the previous year.
At the point of exercise, the recipient will receive the value of the Subsidiary Shares in either
cash or shares in Ultimate Products plc (‘Plc Shares’), at the discretion of Ultimate Products plc,
subject to a cap of 6.25% of the issued share capital of Ultimate Products plc as at the date of
the IPO. The shares therefore have an exercise price of £nil for the recipient. The number and
weighted average exercise price of the options in issue based on the conditions present at
each year end were as follows:
| Weighted | Weighted | |||
| average | average | |||
Management incentive plan (MIP) | 2024 | exercise price | 2023 | exercise price |
Outstanding & exercisable at the beginning of the period | – | – | – | – |
Exercised during the period | – | – | – | – |
Unvested during the period | – | – | – | – |
Outstanding & exercisable at the end of the period | – | – | – | – |
At both 31 July 2024 and 31 July 2023 the share price had not met the hurdle price referred to
above and, as a result, no shares were under option.
| 2024 | 2023 | |
| £’000 | £’000 | |
Short-term remuneration | 2,160 | 2,792 |
Other pension costs | 75 | 92 |
Share-based payments | 393 | 155 |
2,628 | 3,039 |
| 2024 | 2023 | |
| £’000 | £’000 | |
| Transactions with related companies: | ||
Lease payments to Heron Mill Limited | 388 | 358 |
Lease payments to Berbar Properties Limited | 180 | 180 |
Notes to the Financial Statements continued
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Shareholder information
Five-year summary (unaudited)
2024
£’000
2023
£’000
2022
£’000
2021
£’000
2020
£’000
Revenue 155,497 166,315 154,191 136,367
115,684
Cost of sales (115,043) (123,568) (115,836) (106,136) (89,084)
Gross profit 40,454 42,747 38,355 30,231 26,600
Administrative expenses
(24,760)
(
25,631)
(
22,073)
(20,205) (17,485)
Profit from operations 15,694 17,116 16,281 10,026
9,115
Finance income – – – – –
Finance costs (1,381) (1,132) (842) (518) (753)
Profit before taxation 14,313 15,984 15,439 9,508 8,362
Income tax (3,786) (3,398) (3,069) (2,195) (1,747)
Profit for the period 10,527 12,586 12,370 7,313
6,615
Non-GAAP performance measures
2024 2023 2022 2021 2020
Adjusted EBITDA (£’000) 18,022 20,214 18,750 13,291
10,363
Adjusted EBITDA margin (%) 11.6% 12.2% 12.2% 9.7% 9.0%
Adjusted profit before taxation (£’000) 14,450 16,821 15,842 11,150
8,163
Adjusted profit after taxation (£’000) 10,630 13,261 12,722 8,727 6,504
Adjusted earnings per share (p) 12.3p 15.4p 14.7p 11.1p 8.3p
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Company information
Ultimate Products plc
Manor Mill
Victoria Street
Oldham
OL9 0DD
+44 (0) 161 627 1400
www.upplc.com
Auditors
PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London
E14 4HD
Registrars
Equiniti Ltd
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Registered Number
05432142
119
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Ultimate Products plc
Manor Mill
Victoria Street
Chadderton
Oldham
OL9 0DD
+44 (0) 161 627 1400
www.upplc.com