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2
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Contents
Overview
01 Highlights, culture and values
02 Investment case
Strategic Report
05 Chair’s introduction
08 Chief Executive’s review
10 Chief Financial Officer’s review
14 Business model
16 Strategic goals
18 Strategy in action
22 Key performance indicators
23 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
51 Chair’s introduction
54 Audit and Risk Committee Report
58 Remuneration Committee Report
68 Directors’ Report and other statutory disclosures
71 Statement of Directors’ responsibilities
Financial Statements
73 Independent Auditor’s Report
78 Consolidated Income Statement
78 Consolidated Statement of Comprehensive Income
79 Consolidated Statement of Financial Position
80 Company Statement of Financial Position
81 Consolidated Statement of Changes in Equity
82 Company Statement of Changes in Equity
83 Consolidated Statement of Cash Flows
84 Reconciliation of cash flow to the Group net debt position
85 Company statement of Cash Flows
86 Reconciliation of cash flow to the Company net debt position
87 Notes to the Financial Statements
Shareholder Information
106 Shareholder information
107 Company information
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.
Salter ActiBoost
Powerful blending on-the-go
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Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Highlights 2025
Financial highlights
Revenue
£150.1m
-3% FY24: £155.5m
Adjusted EBITDA*
£12.5m
-31% FY24: £18.0m
Adjusted EPS*
7.4p
-40% FY24: 12.3p
Statutory EPS
6.8p
-44% FY24: 12.2p
Full year dividend per share
3.70p
-50% FY24: 7.38p
Net bank debt/Adjusted EBITDA*
1.1x
95% FY24: 0.6x
Operational highlights
f Continued focus on strengthening the equity of our brands, which account for
80% of our sales and delivered 4% growth in the year. This includes the brand
transformation of Beldray (sales up 11%), with its successful consumer launch
having taken place in March 2025.
f Sustained momentum in product development, exemplified by the Beldray
All-in-One Floor Cleaner, recently named a Which? Best Buy, and by the
successful launch of new Salter products including the Slushie Maker,
Crisp & Go and VertiCook.
f Ongoing progress in driving Group productivity with a focus on continuous
improvement- highlighted by the implemented new Product Information
Management (“PIM”) software during the period, which has already
accelerated training times, reduced error rates and improved the quality of
product information
f Appointment of Andrew Milne and José Carlos González-Hurtado as
Non-Executive Directors, bringing a track record of success and valued
insights into both the UK and European consumer goods landscapes
f Post period end, five senior management promotions to key functions at the
highest level of the business, strengthening the Operating Board and C-suite
across commercial activities, supply chain, operations, products and marketing.
f Operational improvements and investments underway to enhance the Group
sales function.
*Adjusted measures are before share-based payment expense and non-recurring items and are non-IFRS.
Our culture and values
We are passionate
about product
We always strive to
do the right thing
We love
our brands
We invest in
our people
We care about
our community
We go the extra mile
for our customers
We care about
the environment
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Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Investment case
We are passionate
about product
Our ambition is to be in
every home, across the
UK and Europe
Beldray All-in-One Floor Cleaner
Awarded Which? Best Buy
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
3
What sets us apart?
1
Compelling customer
proposition provides
resilience
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 in over 30 countries. Our
branded product portfolio makes up 90%
of our sales and provides a resilient core
to our business model, as our brands
provide an opportunity to leverage
customer loyalty.
Number of retailers
300+
Number of countries
30+
2
Established international
and online presence
provides growth
Whilst proud of our UK heritage, our
outlook is international. We see 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 tested online model to more
European countries.
International Sales
£55.9m
+3% FY24: £54.3m
3
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, and to increase
operating profit margins for shareholders.
Gross profit/head
£109k
-7% FY24: £118k/head
4
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.
Average Amazon Rating
4.16
0% FY24: 4.16
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Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Strategic Report
Going the
extra mile
Salter Retro Stand Mixer
Make your kitchen chic
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Ultimate Products Annual Report 2025
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Chair’s introduction
Making significant
operational progress
In a challenging trading environment, businesses can lose sight of their core strategy. However,
despite tough operating conditions, we have remained focused on the strategic development
of the Group. Our purpose is clear: to provide beautiful and more sustainable products for every
home. We are committed to delivering outstanding branded products that appeal to households
across our key markets. At the same time, we ensure these products are attractively priced - not
only for consumers but also for our retail partners, who can achieve margins equivalent to those
of ‘own label’ ranges.
Since our IPO in 2017, we have built the Group into a leading supplier of quality branded
housewares, selling to many UK retailers. What initially attracts these retailers is the opportunity
to sell attractively priced, branded products that consumers want, while maintaining their
desired retail margin. However, it is Ultimate Products’ continued focus on our highly advanced
operational capabilities that turns retailers from customers into long-term strategic partners.
Our brands have driven the growth of our business, enabling us to transition from a trading and
sourcing business to a ‘Home of Brands’, with 80% of UK households now owning at least one of
our products. Revenue from our UP Brands has more than doubled, rising from £51.3m in FY17 to
£121.9m in FY25, and these brands now account for 81% of total sales. However, the tables above
also show that this growth has stalled over the past three years.
The past few years have been exceptionally challenging for consumer-facing businesses, with
a range of headwinds holding back sales. Overstocking during the COVID boom disrupted
forward order books, the cost-of-living crisis dampened consumer confidence, and many opted
to save rather than spend. There have, of course, been mitigating factors that have helped to
offset these, such as the surge in air fryer sales during FY23 and the availability of third-party
close-out parcels during FY24. However, over the past three years, sales of our core UP brands
have edged up only marginally, from £110.4m to £111.8m. This modest increase underscores the
difficulties of the past few years for consumer-facing businesses; we have been running hard just
to stand still.
Indeed, in many areas we have been running twice as fast to deliver on our continuous
improvement agenda. For instance, our approach to branding has been revolutionised by the
appointment of Tracy Carroll as Brand Director. Externally, this is most visible in the rebranding of
Salter and Beldray, underpinned by a fully refreshed brand strategy that puts the consumer first
in every decision. Together, these two British heritage brands boast over 400 years of history
and exceptional consumer recognition, now accounting for 60% of our sales. Internally, the focus
has been on simplification: tighter brand guidelines, and the use of robotic automation and AI
to increase productivity. This has enabled us to elevate the quality of our output, adopt a more
brand-led approach to design, and prioritise building brand equity as a driver of sales volumes.
FY17
£000
FY18
£000
FY19
£000
FY20
£000
FY21
£000
FY22
£000
FY23
£000
FY24
£000
FY25
£000
Air fryers - - - 1,545 1,699 5,747 25,671 14,962 10,178
Other UP
brand sales
51,277 44,421 70,820 58,497 73,851 110,437 105,992 101,920 111,768
UP Brands 51,277 44,421 70,820 60,042 75,550 116,184 131,663 116,882 121,946
Licensed
brands
24,535 20,762 30,252 37,575 45,219 20,165 16,458 12,059 14,376
Third Party
close-out &
own label
34,141 22,388 22,185 18,067 15,598 17,842 18,194 26,556 13,813
Total 109,953 87,571 123,257 115,684 136,367 154,191 166,315 155,497 150,135
FY17
%
FY18
%
FY19
%
FY20
%
FY21
%
FY22
%
FY23
%
FY24
%
FY25
%
Air fryers 0% 0% 0% 1% 1% 4% 15% 10% 7%
Other UP
brand sales
47% 51% 57% 51% 54% 72% 64% 65% 74%
UP Brands 47% 51% 57% 52% 55% 75% 79% 75% 81%
Licensed
brands
22% 24% 25% 32% 33% 13% 10% 8% 10%
Third Party
close-out &
own label
31% 26% 18% 16% 11% 12% 11% 17% 9%
Total 100% 100% 100% 100% 100% 100% 100% 100% 100%
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Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
In addition, we have continued to invest in our systems,
implementing Product Information Management (“PIM”)
software to store, enrich and manage complex product
information. The PIM platform has already delivered tangible
benefits across multiple functions, including increased
productivity, accelerated training times, lower error rates and
better-quality product information.
These productivity gains allow us more time for product
development, which enables us to bring even better
innovations to market. In the current year, we are particularly
proud of three Salter launches: the Slushie Maker, the Crisp&Go
and the VertiCook, each of which shows our ability to respond
quickly to demand and deliver products that resonate with
customers. UP’s clearest product achievement, however, has
been the Beldray All-in-One Floor Cleaner. It was recently
named a Which? Best Buy ahead of products from Dyson and
Shark and was described as “a top performer that effortless
handles everything from muddy footprints to sticky jam”. With a
price point well below premium-brand competitors, it is truly a
beautiful product for every home. The All-in-One Floor Cleaner
is being rolled out in line with our ‘test, repeat, maximise’
model, where products are trialled in smaller volumes before
being scaled up. The initial soft launch across Beldray.com and
several leading online retailers was a sell-out success, and the
next phase will begin in Spring 2026 to coincide with spring-
clean promotional events.
We see this as just the beginning of what our enhanced
systems can enable. Our talented teams are fully embracing
our new technologies, and we expect AI to play an increasingly
important role in driving further improvements. Looking ahead,
our next major, multi-year project will be the replacement of
our enterprise resource planning (“ERP”) system. The current
system is approaching end-of-life, limiting both efficiency and
automation potential. Upgrading it will be a critical step in
further enhancing our operational capabilities.
These enhancements have helped us drive meaningful
productivity gains across the business. Our key productivity
metric is gross profit per colleague. In the current year this
has fallen, primarily due to increased shipping costs impacting
gross margin. However, revenue per colleague has continued
to rise.
FY21
£
FY22
£
FY23
£
FY24
£
FY25
£
Sales per
Head
429,049 430,897 452,078 467,490 484,665
Gross Margin
Per Head
94,937 104,862 112,856 117,667 109,106
The significant increase in productivity we’ve achieved
will support enhanced profitability as sales grow. The
operational leverage gained through our culture of continuous
improvement means that any uplift in sales will have an
amplified effect on profitability. This reflects the hard work
undertaken to enhance operational efficiency across multiple
business areas, including supply chain, operations, products
and marketing. While we remain mindful of the challenging
market, we believe there is scope to accelerate our sales
function and see clear opportunities to grow, both in the UK
and internationally.
In the UK, our only area of particularly high market penetration
is in scales. They are the core segment of our iconic Salter
brand and, according to market research, are found in 70%
of consumers’ homes. In our other chosen market segments,
we remain a challenger brand with significant potential and
the capability to grow market share. In Europe, we have an
opportunity to expand further. Although we are not a small
player, with FY25 sales exceeding £50m, our market share in
Europe remains significantly lower than in the UK. Given the
relative size of the European market (population c.480m), the
financial upside of further European growth is considerable.
The Group’s focus is now on replicating the improvements made
in branding and product development within its sales function.
Several initiatives are already underway, which we believe have
the potential to drive improved financial performance. We are
not content with simply retaining market share in challenging
trading conditions; we are focused on enhancing our operational
capabilities to deliver growth. The changes we are making
across sales fall into four different strands:
fHuman Capital
fTraining & Development
fUse of Technology
fManagement
The changes in relation to human capital are directly related
to the way in which the business has changed over the years.
We have moved from a sourcing model, focused solely on
product and price, to a branded model. Under this approach, it
is our brands, alongside product and price, that have become
the key driver of sales. This shift has elevated our business to
become the Home of Brands. To fully align with this model, our
sales team must now harness a passion not only for selling on
product and price, but also on brand.
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Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Our sales colleagues have deep experience
and have delivered strong results under
our previous sourcing-led approach. As we
continue on our more brand-centric strategy,
we recognise the need to support them with
regular training to build on existing strengths
and ensure everyone is equipped to sell in
this new context. We are therefore rolling out
a comprehensive training programme to refine
capabilities and close any gaps. Our Buying
teams are supporting this with a refreshed
approach to product training, including
interactive demonstrations, product launch
days, competitor comparisons, user trials and
consumer insights.
We continue to invest heavily in technology, as
demonstrated by the introduction of the PIM
platform and the work on our new ERP. The
next phase in this technological investment is
the development of a Customer Relationship
Management system (“CRM”), an area that
has historically limited progress within our
sales function. We have identified CRM as
a key enabler, and our new ERP system will
include a standalone CRM module to improve
productivity. In the interim, our process
development team has created a temporary
CRM solution to bridge the gap.
We have also made several senior
management changes to invigorate our team,
strengthen decision-making and support our
long-term growth ambitions. Simon Showman,
formerly Chief Commercial Officer, has
assumed the role of President and Founder,
where he will focus on product development
and the growth of our strategically important
European business. Additionally, we have
promoted five leaders to C-suite roles across
key functions: Duncan Singleton (Chief
Commercial Officer), David Bloomfield (Chief
Supply Chain Officer), Craig Holden (Chief
Operating Officer), Katie Maxwell (Chief
Product Officer) and Tracy Carroll (Chief
Marketing Officer).
These promotions strengthen our Operating
Board, bringing together a group of talented
leaders with a deep knowledge of the business.
This team provides strong leadership and
management across all core functions. But
it’s not just senior management that makes a
business - it’s the energy and ability of all our
people. Our Graduate Development Scheme
continues to foster future talent and helps to
drive the business. Indeed, we were delighted
that, upon Katie Maxwell’s recent promotion,
she became the first person to be promoted to
the C-suite having joined UP as a graduate. Our
workforce is unafraid to challenge the status
quo, and this mindset is actively encouraged
because it fuels our culture of continuous
improvement. Simply put, it is our people who
give us confidence that our strategy is the right
one to drive the business forward.
Christine Adshead
Chair
27 October 2025
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Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Chief Executive’s review
During the year, Group revenues decreased 3% (£5.4m) to
£150.1m (2024: £155.5m), reflecting subdued consumer demand
for general merchandise, with many consumers prioritising
saving over spending. The 3 main factors influencing the sales
performance are as follows:
f Fall in air-fryer sales of £4.8m, down 32%.
f A reduction in third-party clearance sales of £8.8m, as
opportunities reduced following the end of overstocking,
leaving the category down 60% to £5.9m.
f An £8.2m (6%) increase in all remaining sales
Ultimate Products’ key channels to market are Supermarkets,
Discounters and Online, all of which the Group will seek
to grow over the medium to long term, both in the UK and
internationally. The table opposite shows our revenue split by
channel and territory. However, the figures are distorted by the
two non-recurring factors noted above: the end of the air-fryer
boom during Q1 and the normalisation of third-party clearance
activity. To provide a clearer picture of trading performance, the
lower table, and the commentary below, strip out the impact of
these two items.
Against subdued demand for consumer goods, it was pleasing
to see sales to Supermarkets return to growth, rising 18%
(£6.1m) to £40.4m, despite overall Group sales falling 3%. In the
UK, this increase (26%) was driven by stronger trading from
our supermarket customers, who have been winning general
merchandise market share through their loyalty schemes.
Disappointingly, despite the end of the overstocking issues that
previously held back orders from German supermarkets, sales
to international supermarkets remained flat at £10.9m.
Overall sales to discounters increased 8% to £40.0m. However,
there was a marked difference in performance between
Europe, which grew by 42% (£8.6m), and the UK (down
34%), where we were impacted by a customer’s decision to
concentrate on own label.
Online sales grew 4%, a modest increase that reflects generally
subdued consumer demand. However, a positive highlight
has been the strong performance of our own consumer-facing
websites (salter.com & beldray.com), with their combined
sales up 51% to £2.1m. While our own websites will remain less
significant than the major e-commerce platforms, their success
shows how we are growing our brands and strengthening our
relationships with the end consumer.
A significant challenge during the period has come from some
of our wider UK customer base of smaller retailers. Among
these customers, we have seen a sales decline of 9% (£1.8m).
These retailers are being affected by softer consumer demand
and mounting cost pressures.
Overall, UK sales excluding air fryers and clearance were
flat, which was a disappointing performance. Although this is
against a backdrop of generally subdued consumer demand,
we still believe that our products and brands can gain market
share within our home market, where, except for our iconic
Salter scales, we are still a challenger. More pleasing is our
progress in Europe, where our sales performance has been
driven by sales to European discounters, which are up 42% to
£29m during the period.
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 brand portfolio 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.
We are therefore encouraged by the 4% growth in sales of our
UP brands to £121.9m. These brands remain a key differentiator
and the driver of long-term value creation. Against this trend,
Salter, our iconic scales and kitchen brand, declined by 8%
(£4.4m). However, this was due to the air fryer effect (£4.8m),
without which Salter would have seen flat sales. Although not
a decline, we still view this performance as disappointing, as
excluding scales (which have a higher market share in the UK),
we believe that Salter continues to have room to grow across
both the UK and International markets in its chosen products
categories. Beldray, which benefitted from a significant rebrand
in the year, saw sales grow 11% (£3.8m) to £38.0m. Meanwhile,
George Wilkinson, a cookware brand used by discounters
seeking a level of exclusivity, experienced significant growth in
the year as we expanded sales with EU discounters.
Russell Hobbs-branded cookware remains popular in Germany
and France, where the brand is currently better known than
Salter or Beldray. Sales in the period increased as overstocking
issues at German supermarkets eased.
Third-party close-out and own label sales declined 48% to
£13.8m. As noted earlier, third-party close-out fell by £8.8m,
whereas own label fell by £4.0m. Own label sales arise when
retailers use our expertise to source products which are then
sold under the retailer’s own-brand label. These sales are
non-core, as they do not build long-term relationships with
customers or consumers, and fell £4.0m in the period as a
European retailer moved some of its audio supply in-house.
Our passion is product. By sourcing appealing branded products
at prices that resonate with both our customers and end
consumers, we have successfully grown our top line over the
past ten years. Wemaintain a diversified product portfolio across
multiple brands and categories, ensuring we are not overly
reliant on any single product type or consumer trend, though we
do concentrate product development around key areas.
Each year, we develop and aim to bring to market around
600 new products. This refresh brings exciting innovations to
consumers and allows us to reset margins where cost structures
have changed. Product development is an investment in the future
and we must maximise the return on that investment.One of the
benefits of selling internationally and online is the extension of
product life cycles, as product lines can be sold to new consumers
through these different channels. This enables us to tighten our
product development process, focusing on a refined number of
higher-quality, more innovative products, supported by a better-
branded and more focused marketing strategy.
It was encouraging to see a return to growth in our Small
Domestic Appliances (SDA) category. Modest growth of £0.9m
(1%) was achieved despite the anticipated impact of air fryer
sales, which declined by £4.8m. Housewares also returned to
growth, up 11%, reflecting a resurgence in cookware sales after
several years of overstocking.
The Group’s strategy remains focused on our core product
areas rather than subscale categories. In line with this, the most
significant percentage decline was in ‘third-party close-out’,
which fell £8.8m due to fewer opportunities. In addition, Audio
decreased by 16% where one of our European retail customers
chose to in-source some of their own label equipment.
Current trading remains in line with market expectations. While
external headwinds are likely to persist in the short term, the
Board is confident that the operational improvements underway
will leave the business better positioned over the medium and
long term, helping it to capitalise on growth opportunities in the
UK and internationally as trading conditions improve.
Andrew Gossage
Chief Executive Officer
27 October 2025
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Overview Strategic Report Governance Financial Statements
Channel & Territory
FY25
£000
FY24
£000
Change
£000
Change
%
Supermarket 33,785 29,495 4,290 15%
Discounter 11,793 18,098 (6,305) -35%
Online 29,016 30,332 (1,316) -4%
Other 19,580 23,227 (3,647) -16%
UK by Channel 94,174 101,152 (6,978) -7%
Supermarket 13,265 15,914 (2,649) -17%
Discounter 31,575 26,896 4,679 17%
Online 3,699 3,642 57 2%
Other 7,422 7,893 (471) -6%
International by Channel 55,961 54,345 1,616 3%
Supermarket 47,050 45,409 1,641 4%
Discounter 43,368 44,994 (1,626) -4%
Online 32,715 33,974 (1,259) -4%
Other 27,002 31,120 (4,118) -13%
Total 150,135 155,497 (5,362) -3%
Channel & Territory, excluding
Air Fryers & Third Party close-out
FY25
£000
FY24
£000
Change
£000
Change
%
Supermarket 29,506 23,345 6,161 26%
Discounter 10,673 16,281 (5,608) -34%
Online 26,722 25,622 1,100 4%
Other 16,980 18,744 (1,764) -9%
UK 83,881 83,992 (111) -0%
Supermarket 10,882 10,974 (92) -1%
Discounter 29,326 20,715 8,611 42%
Online 3,623 3,602 21 1%
Other 6,376 6,633 (257) -4%
International 50,207 41,924 8,283 20%
Supermarket 40,389 34,319 6,069 18%
Discounter 39,999 36,996 3,003 8%
Online 30,345 29,224 1,121 4%
Other 23,356 25,377 (2,021) -8%
Total 134,088 125,916 8,172 6%
Air Fryers 10,178 14,962 (4,784) -32%
Third Party close-out 5,869 14,619 (8,750) -60%
Total 150,135 155,497 (5,362) -3%
Brand
2025
£000
2024
£000
Change
£000
Change
%
2025
%
2024
%
Salter 52,004 56,354 (4,351) -8% 35% 36%
Beldray 37,979 34,184 3,795 11% 25% 22%
George Wilkinson 7,193 1,536 5,657 368% 5% 1%
Progress 5,004 5,871 (867) -15% 3% 4%
Petra 3,131 2,576 555 22% 2% 2%
Kleeneze 2,766 3,188 (422) -13% 2% 2%
Other proprietorial brands 13,869 13,1723 697 5% 9% 8%
UP Brands 121,946 116,882 5,064 4% 81% 75%
Licensed brands (Russell Hobbs) 14,376 12,059 2,317 19% 10% 8%
Third-party clearance & own label 13,813 26,556 (12,743) -48% 9% 17%
Total 150,135 155,497 (5,362) -3% 100% 100%
Product
2025
£’000
2024
£’000
Change
£’000
Change
%
2025
%
2024
%
Small Domestic Appliances 58,981 58,119 862 1% 39% 37%
Housewares 45,189 40,603 4,586 11% 30% 26%
Laundry 18,703 18,630 73 0% 12% 12%
Audio 12,786 15,160 (2,374) -16% 9% 10%
Heating & Cooling 3,611 3,028 583 19% 2% 2%
Third party close-out 5,869 14,619 (8,750) -60% 4% 9%
Others 4,996 5,338 (342) -6% 3% 3%
Total 150,135 155,497 (5,362) -3% 100% 100%
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Overview Strategic Report Governance Financial Statements
Chief Financial Officer’s review
We were pleased to
see sales of UP brands
delivering 4% growth
in the year, despite
the challenging
market conditions
Chris Dent
Chief Financial Officer
2025
£’000
2024
£’000
Change
£’000
Change
%
Revenue 150,135 155,497 (5,362) -3%
Cost of sales (115,288) (115,043) (245) 0%
Gross profit 34,847 40,454 (5,607) -14%
Administrative expenses (22,342) (22,432) 90 0%
Adjusted EBITDA 12,505 18,022 (5,517) -31%
Depreciation & amortisation (2,149) (2,191) 42 -2%
Finance expense (1,651) (1,381) (270) 20%
Adjusted profit before tax 8,705 14,450 5,745) -40%
Tax expense (2,424) (3,820) 1,396 -37%
Adjusted profit after tax 6,281 10,630 (4,349) -41%
ERP implementation costs (640) - (640)
Share-based payment expense (16) (137) 121 -88%
Tax on adjusting items 182 34 148 434%
Statutory profit after tax 5,807 10,527 (4,720) -45%
*
Adjusted measures are before share-based payment expense and non-recurring items.
Sales
During the year, Group revenues decreased 3% (£5.4m) to £150.1m (2024: £155.5m), reflecting
subdued consumer demand for general merchandise, with many consumers prioritising saving
over spending.
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Operating Margins
Gross margin decreased to 23.2% (2024:
26.0%), primarily due to an overall increase in
freight charge of £3.1m. This is the absolute
increase in freight charge year-on-year and
can be split into two components:
First, freight rates were elevated over the
course of CY2024, driven by global capacity
constraints following the closure of the Red
Sea to international shipping. These higher
rates led to an additional £2.0m shipping cost
for the year.
Second, the expected benefit of the
normalisation of rates during the second half
of the year was tempered by the sales mix.
Third-party clearance sales occur when we
buy stock that has already been landed in
Europe by other suppliers, meaning these
sales do not have a high freight component.
Therefore, the higher sales mix towards our
own goods from China (which grew by 11%
in H2) caused the absolute level of freight to
increase. Gross margin was also impacted by
the change in sales mix. Although third-party
close-out sales are poor quality of earnings
for the long term due to their one-off nature,
they tend to be at a higher gross margin. In
addition, sales to larger retailers such as big
supermarkets and discounters tend to be at
lower margin because of higher unit volumes.
Administrative expenses remained steady
at £22.3m (2024: £22.4m). People-related
costs were down 1% to £15.6m, despite a
6.2% increase in average cost per employee.
This reflects both the externally imposed
inflationary effects of the National Living Wage
increase and the rise in employer National
Insurance contributions (£100k for the current
year, with a full-year effect of £300k), as
well as our own commitment to employee
remuneration designed to attract and retain
talent. This approach supports productivity
within the business, enabling us to reduce
headcount by 6% to an average FTE of 347
(2024: 368). Our continued investment in
robotic process automation and AI helps to
mitigate cost pressures but also increases our
level of future operational leverage.
The combination of a 3.4% fall in revenues, the
gross margin impact of an additional £3.1m of
freight costs, and flat overheads has led to a
31% fall in adjusted EBITDA to £12.5m (2024:
£18.0m), with our adjusted EBITDA margin
slipping from 11.6% to 8.3%.
Adjusted & statutory profit
Depreciation and amortisation decreased
marginally by 2% to £2.1m (2024: £2.2m). The
finance charge increased by 20% to £1.7m
(2024: £1.4m) as a result of higher average net
debt across the year, which was £19.2m in 2025
compared with £13.7m in 2024. 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 40% to £8.7m (2024:
£14.5m). The tax charge for the year was 27.9%
(FY24: 26.4%), higher than the UK statutory rate
of 25% due to the higher rate of tax paid on our
European foreign branches.
During the year the Group embarked on
the replacement of its core ERP system.
The current system is reaching end-of-life,
limiting its efficiency and automation potential.
Upgrading it will be a critical step in further
enhancing our operational capabilities.
We currently estimate that the costs of
implementing this system change will be in
the region of £2m and will be expensed in
the period in which they occur. It is currently
expected that the new system will launch
during FY27. During the year, we expended
£640k in relation to the project (2024: £nil).
These costs have been shown separately in
the Income Statement to better reflect the
performance of the underlying business.
12
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Overview Strategic Report Governance Financial Statements
Earnings per share
As a result of our ongoing share buyback scheme the number of shares in issue has decreased
from 88,628,572 at 31 July 2024 to 86,330,132 at 31 July 2025, with the weighted average
number of shares decreasing 2% to 87,478,678 (31 July 2024: 89,213,704).
2025
£’000
EPS
p
2024
£’000
EPS
p
Adjusted profit after tax/Adjusted EPS 6,281 7.4 10,630 12.3
Exceptional items (640) (0.8) - -
Share-based payment expense (16) (0.0) (137) (0.2)
Tax on adjusting items 182 0.2 34 0.0
Statutory profit after tax / Basic EPS 5,807 6.8 10,527 12.2
As a result, adjusted profit after tax decreased 41% and adjusted earnings per share decreased
by 40%. Statutory profit after tax decreased 45% and statutory earnings per share decreased
by 44%.
Financing and cash flow
The Group generated cash from operating activities of £10.3m (2024: £18.5m), being a 82%
operating cash conversion. During the year we saw an increase in the level of investment in
working capital of £2.4m. Overall the level of stock has fallen year-on-year. However, the level of
stock which has been paid for has increased marginally.
2025
£’000
2024
£’000
Change
£’000
Change
%
Sold Stock 13,500 11,967 1,533 13%
Free Stock 10,152 10,724 (572) -5%
Goods in Transit 8,800 13,887 (5,087) -37%
Total Stock 32,452 36,578 (4,126) -29%
Goods-in-Transit reached a peak last year due to the closure of the Red Sea. In addition, the
Group has seen an increase in the level of Sold Stock, which is stock which has been brought in
on behalf of one of our larger customers who place orders 6-9 months ahead of delivery. Free
Stock, which is stock which the Group brings into the country to sell direct to consumers and
smaller retail customers has remained stable.
As a result, at the year end the Group had a net bank debt/adjusted EBITDA ratio of 1.1x (2024:
0.6x), which represents net bank debt of £14.1m (2024: £10.4m). During the year the Group sees
significant movements within its working capital requirement related to the timings of orders with
customers, therefore a longer view can be helpful in terms of considering the level of gearing
within the business, with the 12-month rolling average ratio of net bank debt/adjusted EBITDA
being 1.3x (2024: 0.7x).
2025
£’000
2024
£’000
Change
£’000
Change
%
Cash 4,063 4,733
RCF/Overdraft (6,367) (4,791)
Invoice Discounting (6,825) (8,765)
Import Loans (5,042) (1,668)
Debt Issue Costs 60 73
Net bank debt (14,111) (10,418) 3,693 -35%
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. The Board also intends to continue investing in the business for
growth while returning around 50% of post-tax profits to shareholders through dividends, and to
supplement this with share buybacks pursuant to a policy of maintaining net bank debt at around
1.0x adjusted EBITDA ratio.
The Group returned £2.6m of cash to shareholders through the share buyback (2024: £1.1m). As
we are currently above this level at 1.1x adjusted EBITDA, the buyback is currently paused.
In line with our policy, the Board is proposing a final dividend of 2.15p per share (FY24: 4.93p per
share), resulting in a total dividend for the year of 3.7p per share (FY24: 7.38p per share). Subject
to shareholder approval at the AGM on 12 December 2025, the final dividend will be paid on 30
January 2026 to shareholders on the register at the close of business on 5 January 2026 (ex-
dividend date 2 January 2026).
Chris Dent
Chief Financial Officer
27 October 2025
13
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Salter VertiCook View
Take the guesswork out of dinner
14
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15
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Beldray Trio Steam
One iron, three ways
16
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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 £1.36 of product per head in the
UK, in Europe this is only £0.12. 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.
Our international sales grew by 3% to £56.0m
in the current year, despite overall revenues
decreasing by 3%, as such international sales now
make up 37% of the total (FY24: 35%).
During the period we have seen our German
supermarket customers being open to buy again,
following from a period of overstocks.
The standout area of growth, however, has been
with European discounters, where growth was
12%, taking sales to £31.6m. Our sales in Europe
are currently strongest with the discounter
channel, with this making up 56% of our overall
sales. These customers have traditionally been
buyers of our third-party close out stock. In the
current year we have been successful in terms
of selling UP brands to these customers, most
notably by using George Wilkinson, which has
seen sales grow by £5.6m.
We firmly believe that our value proposition - built
on price, product, brand and capability - is as
attractive to European retailers as it is to those
in the UK. However, this is not just a belief; it is
demonstrated in our growing strategic relationships,
using our proven ‘land-and-expand’ approach.
Our marketing to retailers is built around
showcasing our significant operational
capabilities, reinforced by our credentials as an
established supplier to both large UK and EU
discounters. Internally, we have adopted the
mantra ‘Europe first’ to emphasise the importance
of our European strategy. This acknowledges that,
as a UK supplier, we have more to learn about
the European market. As a result, a more tailored
and focused approach is required to achieve the
same level of operational excellence as we do in
the UK.
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.
International sales £’m
2021
0
10,000
20,000
30,000
40,000
50,000
60,000
2022 2023 2024 2025
Expanding our
online offering
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.
FY25 has been a relatively poor year for our
progression online, with sales falling by 4%, in
line with our overall decrease in sales of 3%.
Excluding the impact of the lapping of the end
of the air fryer boom and the fall in third party
clearance which grew strongly during FY24
as suppliers dealt with their overstocks, online
sales rose by 4%. Given our opportunity to grow
this channel, both in the UK and Internationally,
this level of growth is below our medium term
expectation of 20% per annum growth, and is
partially the result of some overstock issues at a
major online platform.
The highlight for the period has been the
successful growth of our own websites (salter.
com & beldray.com) which have seen growth of
51% to £2.1m. Although these will always be less
significant than the major online platforms, their
success shows how we are growing our brands.
European online sales grew by 3%, which, whilst
moving us forward, was disappointing, as we
have the potential to grow much faster in Europe,
with total online sales being just £3.7m.
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.
As part of our strategic initiative to strengthen our
European supply chain, we have partnered with a
new third-party logistics (3PL) provider that brings
specialized expertise in B2C fulfilment. This
collaboration marks a significant step forward
in our ability to serve end-consumers more
efficiently across European markets. The new
partner offers enhanced capabilities, including
faster delivery times, improved service levels, and
greater scalability—critical factors as we expand
our direct-to-consumer channels. This partnership
increases our supply chain resilience by reducing
dependency on one partner. These improvements
are expected to support accelerated growth and
improve customer experience, as we continue to
build a robust and agile supply chain tailored to
evolving market demands.
Online sales £’m
2021
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
45,000
2022 2023 2024 2025
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Overview Strategic Report Governance Financial Statements
Strategy Goals Progress Focus for next year Performance
Refining
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 better
products to market.
We have continued on our journey of vitalising
our approach to development of both brand and
product. Whereas historically these items were
managed separately, we now take a more holistic
approach. Design and product development
go hand-in-hand, as we curate better designed
products and ranges to appeal to both retailers
and consumer.
During the year we have introduced 482
products to market (FY24: 556), and down from
a peak of over 1,000. 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. Although new product
development is needed to refresh margins, it is
expensive. Therefore a more targeted approach
helps to increase operational efficiency.
We will continue to work on the successful
revolutionary rebrand of Beldray, which now has
the brand strategy to be braver, brighter, bolder
and a lot more fun. Our new consumer-focused
brand strategy and marketing plan will help
to elevate the brand and build the equity our
products deserve.
In our portfolio of brands, we have yet another
long-standing brand. Established in 1931 in
Lancashire, Progress has over 90 years of heritage,
renowned for great quality home products at a
good price. We have positioned the brand slightly
higher than own label, so will not be in competition
with Salter, therefore it is being pitched as the
brand for starter kitchens.
New products developed
2021
0
250
500
750
1,000
1,250
1,500
2022 2023 2024 2025
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.
During the period, we implemented PIM software
to store, enrich and manage complex product
information. This has already delivered benefits
across multiple functions, including sales,
buying, online, marketing, customer services,
sourcing and quality assurance. These benefits
include increased productivity, accelerated
training times, lower error rates and better
quality product information.
These enhancements have helped us to drive
significant productivity within the business. Our
key metric in relation to productivity is gross
profit/ head. In the current year this has fallen
from £118k/head to £109k/head, particularly
as our gross margin has declined due to the
increased costs of shipping. However, revenue
per colleague has continued to increase.
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.
We will continue to develop the way in which we
use the new PIM software. As our teams continue
to use this new technology we expect them to
drive further enhancements, with AI likely to play
a key role.
Looking ahead, the next major, multi-year project
will be the replacement of our enterprise resource
planning (“ERP”) system. Our current system is
reaching end-of-life, limiting its efficiency and
automation potential. Upgrading it will be a critical
step in further enhancing our operational capabilities.
Although we continued to see productivity gains,
as highlighted by reaching sales/head of £484k,
our key KPI is gross profit/head as we are aware
that it is increasing this metric that will drive long-
term gains for all stakeholders.
Operating margin %
2021
0
2.5
5
7.5
10
12.5
15
2022 2023 2024 2025
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Strategy in action: Branding
Making Progress.
2023 saw the introduction of the new Salter, rebranded and
now following a clear brand strategy to help build the brand
through consistency, a simplified style guide, and shared brand
values embedded across the business.
Now visible in most retailers across the UK, the brand gives a
consistent presence at all whether in-store, online, on social
media, or at events.
The consumer is at the heart of everything we do, so we
are monitoring our brand health to measure the impact of
the rebranding, ensuring that the consumer perception is
performing well and our awareness is growing.
We have a packed marketing calendar of brand activations,
brand events and product showcases. We celebrated the
rebrand at the Good Food Show last November, which included
special celebrity guest appearances to demo key products to
the consumers. Based on its success, consumer shows are now
an integral part of our marketing calendar. For 2026 we have
added an exciting press event in London planned to showcase
our iconic products and new innovative product launches set
for Spring/Summer 26.
The rebrand and brand strategy is just the very start of a
never-ending journey for Salter. We will need to continue to be
consistent and to protect our precious brand to build and grow
in line with our vision: -
“To be the world’s brand of choice for all consumers who are
looking for great quality home products that they can trust.
It’s been an exciting year for new Beldray, with the revolutionary
rebrand and brand strategy to be braver, brighter, bolder and a
lot more fun.
Following a sneak peek in summer 2024, the industry had the
chance to see behind the scenes of the new brand identity. The
new packaging is hitting the stores now, with Tesco being our
‘first to market’ launch partner with a branded brand blocked
bay. The new packaging brightens the in-store experience for
shoppers and offers a clear and coherent brand identity.
This year, the rebrand has attracted new retailers to the brand
and sparked a resurgence in interest among existing Beldray
retailers, resulting in additional listings and expansion into
more stores.
It’s an exciting time for Beldray, and we believe our new
consumer-focused brand strategy and marketing plan will really
help to elevate the brand and build the equity our products and
service deserves.
As part of our consumer rebrand launch, we will be exhibiting
at the popular Home, Life & You show to amplify our brand and
innovative products directly to our target consumers and key
influencers in our market.
It’s still early days for the brand, we’re excited to continue
delivering products that our consumers love using, alongside a
brand that really understands their routine and needs to drive
loyalty, equity and brand awareness.
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Progress doesn’t stop there
The Progression of Progress
In our portfolio of brands, we have yet another long-standing
brand. Established in 1931 in Lancashire, Progress has over 90
years of heritage, renowned for great quality home products at
a good price. We have positioned the brand slightly higher than
own label, so will not be in competition with Salter, it’s…
The brand for starter kitchens
Design-led
Clear & simple
Unfussy product,
unfussy packaging
Accessible
Easily understood and
comprehensive
regardless of territory
Present
We’ve transported Progress into the 21st century with a bright
and colourful new look. Simple, clear and coherent, we’re
capturing the eyes of impulse shoppers in-store, and standing
out from the pared-back own-label designs. We’re persuading
shoppers to step up from own label with elevated products and
colourful packaging that shouts out on a busy shelf.
And we’re making it SimpleR!
Automation from the offset
To support one of our focus strategic goals to automate
processes and drive productivity, the Progress style guide
has been designed and developed to be created using our
bespoke Automation software that we are developing. This has
also been implemented for most Salter categories, and we are
about to start with Beldray.
These rebranding efforts have not only
revitalized our brands but also reinforced
our commitment to providing high-quality,
innovative products to our retailers and
consumers. We are proud of the progress
we have made, but it’s only the start and
we’re excited to continue the journey of
brand growth and transformation.
Now That’s Progress!
Tracy Carroll
Chief Marketing Officer
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Strategy in action: Culture of continuous improvement
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Our position in the supply chain makes our business complex;
we work with over 500 factories and retailers and deliver
over 2,000 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.
During the year we have automated 305 different tasks which
we estimate have an annualised time saving of 26,000 hours,
or £350,000. These enhancements have helped us to drive
significant productivity within the business. Our key metric
in relation to productivity is gross profit per colleague. In the
current year this has fallen, particularly as our gross margin
has declined due to the increased costs of shipping. However,
revenue per colleague has continued to increase.
In addition, we have continued on the journey of continuous
improvement through our investment in a Product Information
Management (PIM) system. The PIM system enables us to
centralise, manage, and enrich product data across multiple
channels to ensure consistency, accuracy, and efficiency in
product development, marketing and sales. It ensures that
all product information, such as descriptions, specifications,
pricing, and images is accurate, consistent, and up to date. It
has helped us streamline product content creation, updates,
and distribution across retail partners, marketplaces and our
own digital platforms.
By reducing time spent on low value tasks and streamlining
workflows the PIM has freed up the product development
teams to focus more time on innovation. Leading to better
resource allocation, development cycles, and improved
collaboration across the product teams. As a result, teams can
deliver more relevant, high-quality products, respond quickly
to consumer preferences, and scale sustainably—ultimately
enhancing the overall product offering.
The system enhances our ability to meet the evolving demands
of our retail partners. A unified PIM platform ensures customers
receive complete, accurate, and up-to-date product information
across all channels. By delivering this consistently and
efficiently, we strengthen our relationships with key accounts
and improve our positioning across both physical and digital
retail environments.
The PIM system equips UP for international expansion: As
we continue to diversify our product ranges and enter new
markets, managing multilingual content, regional compliance,
and channel-specific requirements become increasingly
complex. The PIM system simplifies this process, enabling faster
localisation and onboarding of new products, retailers and
platforms, accelerating European growth and market penetration.
The adoption of PIM aligns with our broader ESG objectives. By
reducing manual processes and improving data governance,
we are minimising waste, improving transparency, and
supporting more sustainable operations. The system’s ability
to manage compliance data and product certifications also
ensures that we meet regulatory requirements more efficiently
and accurately.
Alongside these benefits, the PIM offers powerful analytics
and real-time data, empowering our teams to make smarter,
faster decisions, whether spotting trends in sales data, refining
merchandising strategies, or responding to shifts in the market.
Cost efficiency is another major advantage. Previously,
disparate systems and siloed workflows led to duplication,
errors, and wasted resources. The PIM system replaces these
inefficiencies with a unified platform, enabling all teams - from
product development to marketing and sales - to work more
collaboratively. This consolidation reduces manual errors, saves
time, and allows us to allocate resources to initiatives that drive
long-term value. The system has fostered a bottom-up culture
of feedback and iteration. This has led to a user-led evolution
of the platform, cross-departmental learning, and reduced
administrative burden. Sales teams, for example, saw a reversal
in time spent on admin versus selling, resulting in an extra £1
million in monthly bookings.
The implementation of the PIM system has not only elevated our
product development, customer experience, and international
capabilities, but has also laid a robust foundation for the
forthcoming ERP rollout. By centralising, standardising, and
automating our product data management, we have streamlined
processes and ensured data integrity - critical prerequisites
for successful ERP integration. This readiness positions us to
maximise the value of the new ERP, accelerate its adoption, and
support our growth with greater agility and confidence.
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Overview Strategic Report Governance Financial Statements
Key performance indicators
Revenue £m
0
30
60
90
120
150
180
2022 2023 2024 2025
2021
136
154
166
155
150.1
Sales per head £’000
0
100
200
300
400
500
2022 2023 2024 2025
2021
415
429
452
467
485
Gross margin %
0
5
10
15
20
25
2022 2023 2024 2025
2021
22.2
24.9
25.7
26.0
23.2
Adjusted EBITDA £m
0
5
10
15
20
2022 2023 2024 2025
2021
13.3
18.8
20.2
18.0
12.5
Gearing ratio
0
0.5
1.0
1.5
2.0
2022 2023 2024 2025
2021
1.4
1.3
0.7
0.6
1.1
On time delivery %
0
20
40
60
80
100
2022 2023 2024 2025
2021
99
97
98 98
100
Change:
-3%
Change:
4%
Change:
-11%
Change:
-31%
Change:
-83%
Change:
2%
Description:
The revenue in the period.
Description:
Revenue for the period
divided by the average
number of employees and
relevant temporary staff in
the period.
Description:
Gross profit for the period
divided by revenue for
the period.
Description:
Earnings before interest, tax,
depreciation and amortisation,
excluding charges for share-
based payments and other
non-underlying charges.
Description:
Net bank debt at the end
of the period divided by
underlying EBITDA for
the period.
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:
Revenues decreased
3% reflecting subdued
consumer demand for general
merchandise, with many
consumers prioritising saving
over spending.
Performance:
Sales per head has increased
by 4% 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.
Performance:
Gross margin decreased to
23.2% (2024: 26.0%) mainly
due to an overall increase
in freight charge of £3.1m.
Freight rates were elevated
over the course of CY2024,
driven by global capacity
constraints following the
closure of the Red Sea to
international shipping.
Performance:
The combination of a 3.4%
fall in revenues, the impact to
gross margin of an additional
£3.1m of freight costs, and
flat overheads has led to a
31% fall in adjusted EBITDA to
£12.5m (2024: £18.0m), with
our adjusted EBITDA margin
slipping from 11.6% to 8.3%.
Performance:
Gearing ratio has increased
from 0.6x to 1.1x. Our capital
allocation policy is 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.
Performance:
Our delivery performance
to our retail customers has
reached 100% during the
period, despite delays caused
by the Red Sea disruption,
showing our commitment to
excellent customer service.
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Environmental, Social and Governance Report
ESG is at the heart of everything we do
“ESG is more than a framework, it’s central to our culture. By empowering our people,
embracing innovation, and committing to sustainability, we’re building a business
that delivers lasting impact for our colleagues, communities, and customers.
Katie Maxwell
Chief Product Officer
Introduction
At Ultimate Products, ESG is not just a framework - it’s
embedded in our culture and central to our long-term vision.
Over the past three years, we have worked diligently to
integrate ESG into every aspect of our business, to educate our
colleagues and supply chain partners on the need for change
and drive forward the commitments we have made. Despite
the challenges of FY25, we have remained focused on our ESG
strategy and have continued to make steady progress towards
our ESG targets. Through continuously reviewing our data, we
have highlighted opportunities to further enhance the accuracy
of our environmental data collection. These insights have
prompted a renewed focus on refining our reporting systems,
which will be a core priority for the next 12 months. We are
striving to ensure that our ESG reporting is not only robust and
transparent but also provides clear points of focus where we
can drive meaningful environmental impact.
As part of our ESG journey, we have undertaken a
comprehensive review of our targets to ensure they remain
relevant, impactful, and commercially aligned. As a result, we
have simplified several targets, focusing on those that not only
deliver measurable environmental and social benefits but also
contribute to cost efficiencies. These refinements ensure our
ESG strategy continues to support our sustainability ambitions.
This report outlines the progress we’ve made against our
non-financial targets and the impact of our initiatives. For more
detailed information, our full ESG strategy is available at
https://www.upplc.com/investor-relations/.
Together, we remain committed to doing the right thing - for our
people, our community, and our planet.
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Our ESG management structure
Our ESG Committee, with oversight from the 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.
The Committee has completed a full review of the Company’s
ESG targets, ambitions and focus areas and has determined
that refinement is required in some areas to realign with our
values, purpose, business model and principal risks. Further
to this, as last year the Company successfully achieved some
of the initial ESG targets, some new stretch targets have been
finalised by the Committee. The remaining targets will continue
for the next financial year, as good progress continues to be
made (see table on the next page).
A review of our ESG Committee structure was completed with
some changes agreed. This year, Craig Holden has stepped
down from the ESG Committee. Katie Maxwell, who is the ESG
Lead for Product, has been appointed as his replacement as
Deputy Chair, bringing her experience and insight to the team.
Rachel Harrison, a member of the ESG Committee, has taken
on the role of ESG Lead for Social, ensuring continued focus
and progress across our social responsibility initiatives.
Our colleague committees continue to add value through idea
generation and the implementation of key actions within our
day-to-day operations. The Compliance Department remains
responsible for operational and ESG-related work concerning
factory ethical auditing, health and safety, and modern slavery.
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Reviewing our materiality and contribution to
UN Sustainability Goals
The Company has completed its annual materiality
assessment using the SASB Materiality Map, concluding that
the current list of materiality risks is still relevant. The top
five priorities therefore remain unchanged from previous
years and are detailed below. We plan to complete a full
comprehensive review, re-engaging with wider stakeholders
every 5 years, with the next review period in FY27.
In line with this, the UN Sustainable Development Goals
have also been reviewed. This confirmed the UN SDGs are
still relevant and remain aligned to our strategy, therefore no
changes are needed this financial year.
Top 5 Materiality Risk Current relevance
1 The energy/CO2
consumption in
our operations and
wider supply chain
f Part of our Net Zero
aspirations
f We still have a large supply
chain operation to serve our
customers that generates
high CO2 consumption
f Increased requirement from
our retail customers in order
to serve and as part of
shared goals
2 Product packaging
f Requirement of our purpose
and values
f Relevant to new regulation
(EPR)
3 Product life cycle
and design
f Requirement of our purpose
and values
f Requirement from our retail
customers in order to serve
4 Product quality
f Relevant to our branding
aspirations
f Requirement from our retail
customer in order to serve
f Requirement to manage
financial costs
5 Workforce diversity
and inclusion
f Requirement for legal and
regulatory reasons
f Some gender and ethnicity
balancing still required
within our wider headcount
We care about…
Our People
f Diversity, inclusion and gender balance
f Training and development
f Colleague engagement and well-being
f Providing a safe and great place to work for all
f Ethical practices in our operations and supply base
For more information: see pages 28 to 30
Our Community
f Supporting vulnerable people and local youth
f Providing local employment and access to education
For more information: see pages 32 to 33
The Environment
f Product packaging, product quality and life span
f CO2 and energy consumption in our operations,
supplier base and logistic partners
f Effective carbon reporting
For more information: see pages 34 to 35
The United Nations Sustainability Goals we
are contributing towards
Working on shared goals with our customers
We support our retail customers by aligning our ESG initiatives
and objectives to deliver a transparent, high-quality service,
strengthening our reputation and competitive advantage.
A representative of our ESG Committee participates in key
retail customer meetings to present our ESG strategy, share
environmental performance data, discuss mutual opportunities
for change, and solicit feedback, all of which enhance our
service offering and foster a collaborative partnership.
This year, we are proud to confirm that Ultimate Products
has been awarded the EcoVadis Bronze Medal for our
sustainability rating, achieving a score of 63/100, within the top
35% of assessed companies globally. This marks a significant
improvement from the previous score of 55/100 and reflects
progress across key areas including environment, labour
& human rights, ethics, and sustainable procurement. The
EcoVadis Bronze Medal recognises organisations with a strong
sustainability management system, and is based on a rigorous
assessment of policies, actions, and results across four core
themes. This achievement not only enhances our credibility
to our customers but also strengthens our position as a
responsible and transparent supply partner.
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Overview Strategic Report Governance Financial Statements
Non-financial KPIs and targets
To support our commitments, we measure a variety of non-financial KPIs, as detailed in the
table below, which address material ESG issues relevant to our key stakeholders (referenced on
pages 42-43). These targets are designed to further align our business with the aspirations of our
retail customers, strengthen connections with our core business model, and manage principal
risks. Our targets were initially set within an initial 5–10-year timeframe, providing both ambition
and flexibility to accommodate future business growth, organisational development, and the
changing landscape. This year, ESG targets have been reviewed and re-aligned to reflect our
progress to date, key learnings, and evolving regulatory and market expectations.
As we have reviewed our targets this year, the KPIs have been updated and/or amended.
Explanations of these changes are detailed in the relevant sections of the report.
KPIs Progress Aligned to
Company
Values
Environmental
Aim: To Provide Beautiful and More Sustainable Products
Product Packaging
Plastic
f Maintain a 50% reduction on plastic packaging
compared to our baseline
f 100% of remaining plastic packaging to be recyclable
by 2030
*
Paper
f 100% of card and paper product packaging to be
FSC-certified by 2027
f 100% of cardboard and paper product packaging to be
recyclable by 2030
*
f Remove/reduce lamination on paper product packaging
by 2025
*
Product Quality
f To maintain an average Amazon rating of 4.2 or above
for all live products
Materials
f 100% of wooden products/components to be FSC-certified
by 2027
Life span & End of Life
f To increase the number of SKUs with spare/replacement
parts available for purchase
*
f 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
*
f 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.
Progress Key
Achieved On track Requires monitoring Remove
Our Values key:
We are passionate
about product
We always strive to
do the right thing
We love
our brands
We invest in
our people
We care about
our community
We go the extra mile
for our customers
We care about
the environment
Salter Essentials Collection
Made in the UK
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KPIs Progress Aligned to
Company
Values
Environmental
Aim: To Have Net Zero Carbon Emissions from Manufacturing to Delivery
f Net Zero for Scope 1 & 2 by 2040
f Net Zero for Scope 3 by 2050
KPIs Progress Aligned to
Company
Values (Page 1)
Social
Aim: To Ensure Safe Places to Work
f 100% suppliers audited by 2025
f 0 H&S reported incidents on the Group’s sites
f 0 Modern Slavery & Bribery reports within the Group and
wider supply chain
KPIs Progress Aligned to
Company
Values
Social
Aim: To be a Great Place to Work for All
f To maintain a score of 80% or above on the colleague
engagement survey every year*
f Gender balance in leadership roles by 2030
f Maintain gender pay median at 5% differential
f Maintain at least 40% female Board representation
(Op or Main)
f 20% of the UK workforce to be from ethnic minorities
by 2030
f An average of 40 training and development hours per
person per year by 2030
KPIs Progress Aligned to
Company
Values (Page 1)
Social
Aim: To Support our Local Communities
f Provide £150k of charity support and fundraising by
2035
f 60% of UK workforce to live locally by 2030
Progress Key
Achieved On track Requires monitoring Remove
Our Values key:
We are passionate
about product
We always strive to
do the right thing
We love
our brands
We invest in
our people
We care about
our community
We go the extra mile
for our customers
We care about
the environment
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We care about…
our people
Our focus areas
f Diversity & inclusion f Fair pay
f Colleague engagement f Ethical supplier base
f Training & development f Modern slavery
f Women in leadership f Safe working environments
f Colleague well-being
Highlights
f Recognised for ethical excellence and workplace culture through the Great Place to Work
accreditation and Stronger Together 2025 Advanced Business Partner status
f Achieved our targeted annual increase in training hours per colleague, driven by expanded
soft-skills and digital training, strengthening our position as a talent-led business focused on
continuous improvement and future-ready skills
f Introduced Departmental Personal Development Plans to support career progression,
standardise appraisals, and drive promotions, now rolled out across four departments with
further expansion planned
Much of UP’s success relates to our talented people and providing
them with opportunities, an environment that is a great place to work
for all and a culture of continuous improvement (as further detailed on
page 20 of this report) through training, development, and the use of
technology to support them within their chosen careers.
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.
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Our progress so far:
Great Place
to Work
Gender in
Leadership Roles
*
Gender Pay
Median
Women in
Board Roles
Ethnic Minority
Representation
Target 80% 50%/50% F/M 5%+/- 40% 20%
2025 82% 40%/60% 0% 36% 14%
2024 82% 41%/59% 0% 43% 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
25 0 1
21 0 1
10 0 0
*
Leadership roles are defined as Supervisor, Manager, Head of Dept, Director or Main Board Director.
**
1.5% (4 suppliers) have a renewal audit booked.
Group FTE headcount and gender split as of 31.07.25
Male Female
Main Board 6 1
Operating Board 3 4
Group (UK/Europe/FE) Colleagues Including those on maternity leave 166 163
Total 175 168
Group Headcount Gender Split as a Percentage 51% 49%
Total Headcount 343
Part Time Colleagues 4 8
Investing in Our People &
Shaping Our Future
Ultimate Products continues to position
itself as a talent-led business, committed
to continuous improvement through wide-
ranging development opportunities across all
areas. In FY25, we achieved a 17% increase
in annual training hours per colleague, rising
from an average of 21.4 hours in FY24 to 25.1
hours, successfully meeting our annual target
of 25 hours per year. This growth was driven
by sustained investment in external soft-skills
training and the full rollout of our enhanced
upskilling programme across a two-year
cohort resulting in an 84% increase in training
hours focused on areas such as negotiation,
presentation, project management, critical
thinking, and problem solving. Alongside
this, our robotics initiative continues to
automate hundreds of low-skill, low-reward
tasks, freeing up capacity for colleagues to
focus on higher-value activities. To support
this shift, we significantly expanded our
digital training portfolio with 111 published
video modules, up from 60 in FY24, enabled
by new AI video software. This investment
reflects our commitment to addressing skills
gaps, particularly among Gen-Z graduates,
and preparing our workforce for the evolving
nature of roles at UP. Next year, we will
continue to expand our investment in colleague
development, with a new annual training
target of 30 hours per person. This will be
achieved through increased external training,
particularly advanced soft-skills modules such as
Presentation and Negotiation Skills, alongside
the launch of an enhanced Sales Training
Programme for the full sales team. We also plan
to grow our digital training portfolio to 175 video
modules and expand leadership and soft-skills
training for colleagues in our Guangzhou office
and our distribution centres. Additionally, we will
introduce new training on AI Fluency, leveraging
the Microsoft Co-Pilot platform to prepare our
workforce for the evolving digital landscape.
Leadership Development for
Growth & Succession Planning
This year we have continued to invest in
leadership development across all levels of
the business. Bespoke training was delivered
to both the Senior Management Team and
participants of the Leadership Development
Programme, covering topics such as Leading a
Gen Z Workforce, Motivating High Performing
Teams, Leading & Managing Change, and
Strategic Thinking & Decision Making. This
training is particularly timely, with Gen-Z
colleagues now representing 51.5% of our
workforce as of April 2025. In addition, we
launched the Guangzhou Development
Programme, designed to establish parity with
our UK Mentoring & Leadership Programmes
and ensure appropriate upskilling for team
leaders in our Far-East office.
Departmental Personal
Development Plans &
Structured Feedback
To support career development and facilitate
progression from junior to senior management
roles, we have continued to focus on clearly
defined development programmes. These
programmes provide transparent performance
and behavioural expectations across each
career stage, helping to standardise appraisals
and career progression across departments.
This year, we introduced Departmental
Personal Development Plans (DPDPs) to
further strengthen early career pathways
and align development with strategic growth.
These plans follow a KSA-style framework
across ten key skill competencies and
behavioural traits, enabling consistent goal
setting and progress tracking through one-to-
ones every 8 weeks. The phased rollout began
with Buying in July 2024, and now includes
E-Commerce, Sales, and Supply Chain, with
plans to expand into QA and Brand in FY26.
We are pleased to announce that several
recent promotions within Buying have been
directly driven by progress on these DPDPs.
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Committed to being a Great Place to Work
We are pleased to report that we have again maintained a strong
score of 82% on our “great place to work” target from our annual
colleague engagement survey. This consistent performance and
high engagement rate highlights the continued success of our
efforts to foster a positive workplace culture.
We have recognised that our previous target of 90%
was overly ambitious and not fully aligned with industry
benchmarks, therefore we have revised this to a more realistic
maintenance target of 80% or above. This adjustment better
reflects expectations while still encouraging high standards
across the business.
We are proud to have earned the globally recognised “Great
Place to Work” accreditation, affirming our strong workplace
culture. This recognition is valued by our retail customers and
strengthens our recruitment efforts, particularly in attracting
top graduates from leading universities nationwide. To support
this goal, the company has continued to invest in initiatives
that enhance the colleague experience. These include
improvements to working environments across our offices, Far
East operations, and Distribution Centre, expanded well-being
and community committee activities, significant investment
in learning and development, including leadership and
upskilling programmes, and increased automation to streamline
workloads and enrich job roles. Our employee benefits are
reviewed on an annual basis, this year with the introduction
of new benefits such as Bupa dental cover for UK colleagues
who have been in the business for 3 or more years, and some
aligned benefits for our GZ colleagues such as contribution
towards a wedding cake and gift cards for those on maternity
and paternity leave. These actions reflect our ongoing
commitment to making UP a truly great place to work.
Ultimate Products continues to uphold high standards in
ethical labour practices and workforce safety across our
operations and supply chain, through our ethical auditing
and compliance teams. We maintain robust procedures
within our own operations, with annual audits and ongoing
corrective action plans that help keep incident levels to a
minimum. Improvements to our independent whistleblowing
hotline, supplier manuals, and ethical team structure further
strengthen our ability to meet rising expectations in this area.
This year, we are proud to have been officially recognised
as a Stronger Together 2025 Advanced Business Partner,
reflecting our continued commitment to tackling modern
slavery, hidden labour exploitation, and embedding responsible
recruitment practices across our operations and wider supply
chain. Over the past year, led by our Compliance team, we
have taken meaningful steps to strengthen our approach,
delivering advanced training to HR and Compliance colleagues,
increasing company-wide awareness through our network
of Modern Slavery Champions, and actively engaging with
Stronger Together’s resources and workshops. As an Advanced
Business Partner, we now join a network of organisations
recognised for leadership in ethical labour standards, an
achievement highly regarded across the retail industry and
valued by our customers, further reinforcing our position as a
professional and credible supply partner.
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.
Last year, the appointment of Tracy Carroll helped us reach
our target of female board representation a year early. The
decision has been made by the Board to maintain this target
for future years. We have continued our commitment to gender
balance across the business, with the gender median pay
now fully balanced and female representation at main and
operating board level holding steady. While gender leadership
ratios remain at 40% female and 60% male due to limited
managerial promotions, our strong female leadership pipeline,
at 69% female positions us well for more women moving into
management roles as positions open.
Ethnic minority representation within our UK workforce saw
a slight decline this year, primarily due to recent hires being
predominantly non-ethnic minority candidates. To address
this, this year we plan to expand our recruitment efforts within
local ethnic minority communities in the surrounding areas of
Oldham where our head office and main distribution centre
are based, reinforcing our commitment to a diverse and
inclusive workplace.
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Overview Strategic Report Governance Financial Statements
Salter Slushie Maker
Turn any drink into a smooth slush
32
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Overview Strategic Report Governance Financial Statements
We care about…
our community
Our focus areas
f Support vulnerable people through local charities and initiatives
f Support local job opportunities
f Support local youth to gain access to education, further training, and employment
Highlights
f Our three-year partnership with local charity KOGS, where we have raised over £38,000,
donated products, gifts and essentials, and provided hands-on support to families and young
people supported by the charity.
f Two young women successfully completed our UP-Lift Programme, gaining meaningful
support and skills to help them achieve further qualifications, employment and build
brighter futures.
f Continued our UP-Academy work experience programme with two local schools and a third in
the pipeline, offering six-week placements and growing student participation from two to six
this year.
Our progress so far:
Community Support & Fundraising UK Workforce to Live Locally*
Target £150k 60%
2025 £132,214 59%
2024 £94,085 58%
Baseline £9,585 47%
*Our recruit local is based on all postcodes (excluding M1 & M4) within a 6-mile radius of our UK head office site, Manor Mill.
“Our commitment to our community work is more than a
responsibility, it’s a reflection of our values. By focusing on
employment, youth opportunity, and support for vulnerable people,
we’re building lasting connections and creating meaningful impact
where it matters most - right here in our local community.
Beth Williamson
Community Committee Chair
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Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Our Company charity
In 2023, Ultimate Products selected local
charity Keeping Our Girls Safe (KOGS) as
our Charity of the Year, based on colleague
nominations. Recognising the impact we
could make, we committed to a three-year
partnership with KOGS, which supports
children and young people affected by
exploitation and educates on topics such as
unhealthy relationships, grooming, and child
sexual exploitation (CSE). Our support spans
fundraising, donations, and time, enabling a
deeper and more sustained contribution.
This year, we raised £21,000, bringing our total
to £38,000, with highlights including over 70
colleagues running the Manchester 10K and
a bucket collection at Oldham Athletic FC. We
also provided meaningful donations to support
the young people and families helped by
KOGS. These included suitcases and household
starter packs to help empower women and
girls, personalised gifts for 45 girls through
our Christmas Wish Tree campaign, hygiene
products to ensure access to essentials and
Easter eggs distributed to families supported by
KOGS and local children’s homes. Colleagues
used their paid volunteer days to offer
operational support to the charity, including
updating contracts, improving IT security, and
streamlining admin systems.
Next year, we plan to increase our involvement
by using more charity days to support KOGS.
UP-Lift programme
Last year, we launched the UP-Lift Programme
in partnership KOGS, to provide a safe and
empowering environment for candidates
affected by exploitation, grooming, or
domestic abuse. The initiative offers
work experience, skills development, and
confidence-building through placements at
UP, covering CV writing, interview preparation,
cross-departmental exposure, and recognised
external qualifications. The programme runs
over an initial two-year period, with the aim of
encouraging other local businesses to offer
similar opportunities.
Since its launch, UP-Lift has provided over
60 hours of support, with two candidates
successfully completing the programme, one
now pursuing a counselling course funded by
UP and volunteering with KOGS, and the other
securing a paid part-time role. Two additional
candidates have joined this year. Next year, we
will continue supporting KOGS through UP-Lift,
fundraising, product donations, and increased
operational support to help strengthen the
charity’s business infrastructure.
Our wider community work
We continue to focus our community efforts
around three core pillars: supporting vulnerable
individuals, empowering local youth through
education and employment, and promoting
local job opportunities. This year, we donated
hundreds of surplus products and clothing to
Our Community Wardrobe Oldham, and food
essentials to Oldham Foodbank during a critical
shortage. We also supported fundraising events
for Maggie’s Cancer Charity and the Mayor of
Oldham and helped organise the first Oldham
Women’s Network event to connect local
businesses with community initiatives.
Our commitment to youth development was
reflected in our headline sponsorship of the
OACT Schools Programme, reaching over
5,000 pupils across 23 primary schools. We
also supported youth-focused organisations
such as Positive Steps, Greater Manchester
Youth Federation, and Oldham HAF with stock
donations. Through school engagement,
we hosted career events, open evenings,
and interactive workshops, including the Jim
McMahon Summer School and a donation of
200 Windows computers to Blue Coat School,
enhancing digital learning and inspiring future
career pathways for young people in Oldham.
Providing job opportunities locally
At Ultimate Products we remain committed
to creating meaningful job opportunities
for our local community, recognising the
positive impact on both the local economy
and colleague retention. As the business
continues to grow, we’ve expanded our entry
routes into employment for young people in
Oldham and surrounding areas. This includes
our UP-Academy, now working with two local
schools, offering six-week work experience
placements with a potential pathway for
full-time employment. We have six students
participating this year, up from two last year.
Engagement has also begun with a third
local school. Our Degree Apprenticeships
are exclusively offered to local candidates,
with two colleagues currently enrolled and six
work-experience students on track to progress
into the programme next year.
We’ve also increased local representation
across placements and work experience, with
one-quarter of placements now from the local
community and returning students rejoining
during university breaks. Recruitment for both
office and Distribution Centre roles prioritises
candidates from local postcodes through local
assessment days. Additionally, through the
UP-Lift Programme, four women completed a
six-week charity work experience placement,
gaining AQA qualifications and essential
employability skills. These initiatives reflect our
ongoing commitment to nurturing local talent
and building sustainable career pathways.
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Ultimate Products Annual Report 2025
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We care about…
the environment
Our focus areas
f Product packaging
f Product quality & life span
f Product end of life
f Consumer education
Highlights
f Maintenance of plastic reduction target with further sustainable swaps in the pipeline
f Successful rebrands of Beldray and Progress, which removed lamination from the packaging
formats leading to greater packaging recyclability
f Significant progress made on sustainable material sourcing with the transition to FSC
packaging and FSC wood, towards our 2027 target
Our progress so far:
Product Quality & Lifespan Amazon Ratings
Wooden product FSC
Certified
Products with Replacement
Parts
Target 4.20 100% n/a
2025 4.16 78% 474
2024 4.16 56% 460
Baseline 4.11 0.1% --
Product Packaging
Reduce Plastic
Packaging
FSC Certified Paper or
Card Packaging
Products with
QR Codes
Target 50% 100% n/a
2025 67% 92% 99
2024 74% 62% 161
Baseline 0% 0% --
“We continue to be committed to making our products more
sustainable; designed not only to meet the expectations of our retail
customers, but to reflect the growing demand for environmentally
responsible choices in the market.
Katie Maxwell
Chief Product Officer
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More sustainable products
that reflect our purpose
and responsibility
This year, we have continued to strengthen
our commitment to sustainable product
development across our portfolio. Our use
of FSC-certified wood has seen another
significant increase in progress towards our
target, an achievement that not only reflects
our dedication to responsible sourcing but also
aligns with the requirements of the upcoming
EU Deforestation Regulation (EUDR). We
are also proud to have achieved our GRS
accreditation, an important milestone in our
focus on using more sustainable materials in
the manufacture of our products. GRS-certified
recycled ranges have been successfully
introduced across our laundry and housewares
departments, with further development
underway in audio and electrical.
In our commitment to provide spare parts
to extend the lifespan of our products, we
have surpassed last year’s performance and
now consider this metric to have reached a
consistent and reasonable number. Where
applicable, it is now Company standard that
spare parts are made available to support
product longevity, consumer satisfaction
and to reduce return rates, and therefore
this target will be removed from next year’s
sustainability objectives as we have achieved
our overall goal.
During the past year, our use of QR codes
on product packaging to support consumer
education has declined, reflecting a strategic
shift in focus. While QR codes have served
as a valuable tool for providing information
and sharing product care guidance, we
have decided to remove this KPI from future
reporting. This decision is based on the
anticipated introduction of product passports
under upcoming EU regulations, which are
expected to require the use of QR codes or
similar digital identifiers to provide detailed
product information. We will revisit and look to
reinstate this target once clearer guidance is
available, ensuring our approach aligns with
regulatory expectations.
Improving our product packaging
whilst maintaining its integrity
This year our overall plastic usage has
increased compared to last year, however
we continue to meet our target with 67%
reduction compared to our baseline. The
rise is largely attributed to the growth in
demand of specific product categories where
plastic is essential for product protection and
compliance with regulatory standards. This
year, we developed a clear framework of
preferred and prohibited packaging materials
to provide further guidance to the buying
teams and our supply partners on material
selection. This has already led to progress,
most notably the replacement of polyfoam
to a paper-based solution for microwave
packaging which has been implemented as
a rolling change. Whilst we recognise that
plastic remains necessary in certain situations,
we continue work on increasing the use of
recycled and recyclable plastics, to improve
sustainability and minimise the effects of the
Plastic Packaging Tax. However, we note that
integrating recycled content into PET blisters
for knife sets is currently not viable, as it
compromises the structural integrity of the
packaging and therefore poses safety risks.
Given the heightened focus on knife crime,
safety remains our top priority in this category.
This has led us to revise our plastic targets for
next year, now focusing solely on maintaining
our plastic reduction and instead giving space
for learning and keeping up to date with
developments in recycled content to make
these changes when it is safe to do so. We have
amended the date of our plastic recyclability
target to reflect the challenges faced across
certain product categories, where safety and
material limitations have impacted progress.
Recognising these complexities, we aim to
use Valpak’s Insight platform to improve data
accuracy and better enable us to identify areas
for change. We remain committed to recyclable
packaging, recognising its importance to both
our retail partners and consumers.
We have made strong progress toward our
FSC product packaging goals, with 92%
of our packaging now FSC-certified. This
achievement keeps us firmly on track to meet
our 2027 target and reflects our commitment to
responsible forestry and sustainable sourcing.
FSC-certified cartons are currently used where
specified by our retail customers, and we plan
to assess the feasibility of rolling this out across
all carton packaging in the future.
This approach ensures we balance
sustainability ambitions with operational
practicality. Whilst we have made progress on
removing lamination from our paper packaging,
this will be removed as a target this year as
it directly correlates with paper recyclability
and will instead be used internally to drive
recyclability as an overarching target. Whilst we
have previously not had the means to capture
data on this target, new systems will provide us
with this information in the next 12 months.
EPR compliance
In Autumn 2024, we conducted a
comprehensive review of our packaging
portfolio using an external provider to
ensure alignment with Extended Producer
Responsibility (EPR) regulations. The findings
were assessed and shared with our Buying
and Brand teams, accompanied by clear
guidance on prioritising packaging reductions
while maintaining strong shelf presence
as a branded offering. This initiative has
already delivered tangible benefits, including
reduced EPR tax liabilities, lower cost prices,
and improved container load efficiencies. To
support ongoing compliance and enhance
data accuracy, we have invested in Valpak as
our packaging data platform which will replace
our in-house database. Once onboarding
is complete, Valpak’s Insights tools will
enable us to monitor EPR-related costs more
effectively and accurately assess the financial
impact of our packaging decisions, along with
highlighting areas for improvement in our
packaging material choices. This will also give
us access to data on our paper recyclability,
and as such we have amended the date on
this target to 2030 as we now have the means
to track our progress.
Case study
Beldray Multi-Steam Cleaner
As part of our ongoing packaging optimisation
efforts, we successfully reduced the colour
box size of our Beldray Multi-Steam Cleaner
by 21cm, enabling us to meet specific shelf
requirements set by a key retail partner. This
redesign was achieved by reassessing the
internal packing configuration, allowing for a
more compact and efficient layout. The change
resulted in over a 50% increase in container
loadings, a 29% reduction in paper usage, and
a 9% reduction in plastic weight. This initiative
not only supported our retail customer’s
requirements but also delivered environmental
and cost efficiencies across our supply chain.
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Our journey to net zero
“We’ve made strong progress in reducing emissions across our own
operations, with Scope 1 and Scope 2 well underway. The greater
challenge lies in Scope 3, where we’re now focusing on improving
data accuracy and deepening engagement with our supply chain
partners. By working collaboratively, we aim to drive meaningful
change and move closer to our net zero ambition.
Anthony Pole
ESG Lead for Net Zero
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Ultimate Products Annual Report 2025
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Aim: To Have Net Zero Carbon Emissions from Manufacturing to Delivery
Focus areas What we have delivered so far including this financial year
(new in bold)
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 to
maintain action and focus on the ESG strategy.
• Fully developed ESG strategy communicated to our stakeholders.
• Regular review and monitoring of environmental and climate risks.
Compliance to Energy Saving Opportunities Scheme (ESOS)
assessments and necessary corrective actions.
SO14001 Environmental management system (EMS) accreditation
and adoption of best practices throughout our operation.
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 and develop wider
new sustainability ideas.
Implementation of our Carbon Accounting Platform (Normative) to
be able to accurately report our carbon data annually (since FY19)
for all of Scope 1, 2 & 3.
Continued refinement of our carbon accounting data, moving
the first of our key suppliers from spend-based data to
activity-based data.
Launch of the 2024 Supplier Conference, where the importance
of environmental impact and net zero was specifically discussed
and expectations set to our supplier base.
• Refinement of our supplier manual to encompass greater education
of environmental responsibilities of our supply chain partners.
Continuing to refine our carbon data using the Normative 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.
Continued strengthening and updating of environmental and ESG
related policies and procedures.
Net Zero for Scope 1
& 2 by 2040
100% of our sites having either LED or energy saving lighting
fitted throughout.
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 up to 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 water onsite.
Introduction of milk pergals in all UK sites to reduce single plastic
milk cartons.
The implementation of instant hot water taps in our canteens,
reducing the use of kettles and other boiling water appliances.
Commencement of replacing gas heaters to more energy efficient
electric heaters within our UK Distribution Centres.
Electric vehicle salary sacrifice scheme being implemented for all
UK colleagues.
Continued replacement of gas heaters for electric alternatives,
with the next section in Manor Mill to be completed in 2026.
Trial replacing the ground floor shutter at Manor Mill to one with
better heat retention in 2026, evaluate performance during peak
and reassess rollout across both sites in 2027.
Net Zero for Scope 3
by 2050
Identification of our top ten suppliers causing the most negative
environmental impact and continually educating them.
Transition to activity-based data from spend-based data for some
of our freight forwarders.
Reduction of unnecessary transport and container usage in
China using the Northern China and Southern China consolidation
warehouses (CFS).
Ongoing regular environmental auditing of our supplier base.
• Re-engage with top ten Far East suppliers to provide more accurate
activity-based data to start the move from spend-based data for
product manufacturing.
Use Valpak’s Insights Platform to identify the carbon footprint of
our packaging and look to separate this from the data captured in
Normative to obtain more accurate emissions data.
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Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
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 Jose Carlos
Gonzalez-Hurtado (NED), 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, CPO, 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 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
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Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Risk Type Classification 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, or extension and increase of
current taxes such as Extended Producer Responsibility (EPR).
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 600 new products to market (reduced from
900), with the aim for these 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 emissions products.
In the current period, the additional EPR costs have been
mitigated through other efficiency gains generated by our
use of RPA and AI.
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 sustainable products.
High revenue loss potential, but a significant opportunity as
we change our product mix over time.
Over the long term, our product mix will change; currently
we aim to introduce 600 new products each year out of the
2,500 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 physical impact.
Increased costs of goods, and potential for low revenue 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.
Key : S Short term M Medium term L Long term
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Ultimate Products Annual Report 2025
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Risk management
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 annual 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.
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, to
provide 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 and
financial planning processes to identify future risks and ensure adequate mitigation.
In FY25, we have adjusted our reporting period from the financial year, to a new time framework
of 1st May to 30th April. This modification was made to provide additional time for data collection,
cleansing, and analysis prior to the annual report. To ensure consistent comparison, our FY24
results have also been recalculated and restated to align with this new reporting period.
Absolute GHG emissions CO2e tonnes
CO2e tonnes Baseline FY24 FY25
Scope 1 (Direct emissions) 309.2 82.94 70.8
Scope 2 (Indirect emissions) 83.01 71.38 39.9
Scope 3 110,700 97,980 97,063
Gross turnover £m 123.3 160.7 156.8
Scope 1 & 2 GHG intensity per £1m turnover 2.5 0.5 0.5
Scope 3 GHG intensity per £1m turnover 897.8 609.6 619.1
Greenhouse Gas Protocol (SECR reporting)
Baseline 2024 2025
tCO2e tCO2e/FTEE tCO2e tCO2e/FTEE tCO2e tCO2e/FTEE
Scope 1 288.28 0.97 81.8 0.22 57.6 0.1 8
Scope 2 216.26 0.73 165.32 0.45 158.9 0.50
UK % 76% 84% 64%
Statutory total
(Scope 1 & 2)
505.54 1.69 246.5 0.68 216.5 0.68
Statutory total in KWh
(Scope 1 & 2)
1,868,434 1,183,391 1,156,163
Full-time equivalent
employee (FTEE)
298 330 317
The positive improvements seen in our reduction in CO2 emissions this year are due to the
continued great work we are completing on our net zero journey (noted on page 37 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 CO2 data from our supply chain partners,
enabling more accurate reporting.
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Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
The greenhouse gas (GHG) statement above provides a summary of Ultimate Products’
greenhouse gas (carbon) emissions including its baseline year (2019) and the last two financial
years to 31 July 2025. 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
Risk Type Classification
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).
Salter Crisp & Go
Cook, crisp, clip & carry
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Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Section 172 statement
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 1, 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.
Beldray 15-in-1 Steam Cleaner
Steam, refresh and sanitise
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Overview Strategic Report Governance Financial Statements
Stakeholders Importance to the Group How we engage Relevant Links
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 28 to 30
Shareholders & lenders
Our shareholders and lenders 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
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 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 “how to” guides, helping consumers get the most out
of their purchases
• We understand our retailers’ 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. In addition, our Buying teams from the UK regularly visit
China to meet with our supplier base.
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-making
Board Decision Directors’ consideration of factors in accordance with S.172(1)
Capital allocation policy
The Group has an established Capital Allocation Policy 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. 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 pursuant to a policy of maintaining net bank debt at a 1.0x adjusted EBITDA ratio. In the prior year the Board approved for the payment of a further dividend in order to maintain the
total dividend for the year at 7.38p which reflected the year-end leverage being below the 1.0x adjusted EBITDA ratio. In the current year average net debt has been slightly above the targeted
ratio at 1.3x. Therefore the Board is not recommending the payment of a further dividend, with the dividend rate reflecting the stated policy of the Group. The Board acknowledges that the
maintenance of the dividend is an important consideration for certain investors, and that a reduction in the dividend rate in a year where share buy-backs have been completed will not align
with the investment strategies of all investors. However, the Board continues to believe that the overall Capital Allocation Policy is reasonable and balances the needs of different stakeholders,
providing the business with sufficient investment for growth whilst allowing cash returns to investors through dividends.
Listing Consideration
At the current year AGM the Board is asking shareholders’ approval to change the Company’s listing venue from the London Stock Exchange’s Official List and Main Market to AIM. The Board
believes that the AIM market is currently the most appropriate listing venue for a business of our size, and the move would be beneficial to shareholders and employees. Listing on AIM would give
the Group the potential to access new investors at the Company’s current market capitalisation, and would help to simplify and reduce the administrative and governance complexity of listing.
Board & Management changes
During the year there have been several Board changes, including the appointment of Andrew Milne and José Carlos González-Hurtado. These appointments were made after a considerable
search process led by an external search firm, with the aim to bring new skills and perspectives to the Board which will benefit all stakeholders in the longer term. Andrew has an in-depth
knowledge of the UK consumer goods landscape, whereas José Carlos’ experience of running and advising businesses across Europe will be additive to the Group’s growth plans for that
region. In addition, the Group has made several new C-suite appointments, included new positions of a Chief Supply Chain Officer (David Bloomfield), Chief Product Officer (Katie Maxwell),
Chief Marketing Officer (Tracy Carroll) and Chief Operating Officer (Craig Holden). In addition, Simon Showman has been appointed President of the Group, being replaced as Chief Commercial
Officer by Duncan Singleton. These appointments are part of the Group’s long-term succession planning, with the duties and responsibilities of these new roles preparing these operating
board members for future progression to the Board of Directors. Succession planning for a future generation of the Group’s leaders is vitality important for the longer-term success of the
Group, and will be beneficial for all stakeholders.
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Principal risks and uncertainties
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 Risk Mitigation  Movement
Macro-economic Factor:
Consumer Demand
Macroeconomic trends affecting consumer confidence and reducing non-food
spending such as concerns about unemployment, inflationary pressures,
higher taxation, and higher interest rates, could affect overall consumer
confidence and reduce overall demand for our products.
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. However, the risk is
impossible to fully mitigate, as our area of sales is discretionary.
Macro-economic Factor:
Customer Demand
Although related to consumer demand, customer demand is driven by the
economics of the retailer and can be effected by overstocking issues, internal
cost pressures (such as increases in taxes), poor trading performance as well as
the demand from consumers. In addition it can be affected by changes in policy
and personnel, with shifting strategies of retailers with regard to own-label.
The Group has a wide customer base of over 300 customers. However,
around 40% of our gross profit is generated from our current top 3 accounts.
Therefore we set a limit of 20% of gross profit for any customers to reduce
reliance. Although there is a risk that customer strategy may shift to own-label,
we mitigate this by ensuring our prices, and the profit of the retailer are an
own-label equivalent. We have a policy of insuring our debtor book in order
to mitigate the risk of customer bankruptcy. The Group continues to invest in
marketing during the current consumer downturn to ensure it is well placed to
increase sales when consumer confidence returns.
Sourcing
A major loss of continuity in the supply of goods for resale could adversely
affect the Group’s revenues. 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 with no inflation in general merchandise, we require a high level of
new products each year to refresh gross margin.
The Group maintains close relationships with its suppliers through regular
factory visits and interaction with its local teams. 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. We have customer service teams and QA teams
which quickly feedback issues over quality control. We attend trade shows to
understand what product development occurs. We aim to introduce around
600 new products to market each year to ensure gross margin remains stable.
Supply Chain Logistics
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. Although there has been an
abatement in the recent shipping and haulage capacity issues, any return in
these issues could affect the availability and the costs of shipping.
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.
The Group has taken various steps to mitigate the impact of increased shipping
costs and the reduction in shipping capacity, including prioritising, rationalising
and dynamically managing the volume of imported product.
Margin
A tough retail environment, increased shipping and road haulage costs and the
impact of weakened Sterling could put pressure on gross margin, as can any
other increase in raw material pricing. The Group has relatively limited ability
to pass increased costs through to retailers/consumers, with GM generally not
seeing inflation over the medium term. Increases in pricing above ideal retail
price points can cause significant drops in consumer demand.
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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Area Risk Mitigation  Movement
Brands & Products
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.
The Group needs to ensure we source high-quality products that consumers
want. Failure to develop our brands could restrict growth, given the Group’s
brand-led strategy. A branded strategy brings with it higher negative impact of
any negative publicity surrounding our key 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. The Group continues to develop a ‘second tier’ of brands and monitors
opportunities to acquire new brands. Second tier brands also mitigate the risk
in relation to premier brands as an alternative to premier brands. The brand
team has been significantly strengthened and professionalised, to ensure that
brands are kept within their product category range, and that brand guidelines
are adhered to.
Climate Change & 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.
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 road maps and targeted decarbonisation
plans. We are working internally and with third-party organisations to
developing this suite of metrics to enable us to monitor progress. We also
continue to report our climate-related financial disclosures.
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 course aim to create a
succession of employees into senior roles. A number of steps are taken
to encourage the retention of the employees, including the SAYE and PSP
share ownership schemes to incentivise its workforce and to further improve
retention. At a more senior level, the Nominations Committee has begun a
more detailed succession plan for the senior executives.
Cyber Security & IT
Risk of cybercrime 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 will be required to update its ERP system
over the next 2 years as its current system has reached ‘end-of-life’. The
replacement of the ERP system will be a high-risk project for the business
to manage.
The Group continues to review and invest, where appropriate, in the
development and maintenance of our 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. All
employees receive annual IT training to increase awareness of cyber risk.
Disaster recovery, business continuity and crisis communication plans are
maintained. With respect to the new ERP system, careful consideration was
made as to the choice of replacement system, with wide consultation across
the business, objective scoring against system requirements and value for
money. Suitable oversight as to the selection of product and how it will be
implemented is being provided by the Audit and Risk Committee, and an
internal management committee to ensure a smooth transition process.
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Viability Statement
At the year end the Group had a net bank debt /adjusted EBITDA ratio of 1.1x (FY24: 0.6x)
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 2030, 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 2030.
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 to shareholders 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 £15.0m import loan facility, which is repayable on
demand and subject to annual renewal. In addition the Group has a £5m Revolving Credit Facility.
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 1.0x 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 2030.
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 2030 as an appropriate period for the Group’s Viability Statement, as management currently use five-year forecasts as part of the business
planning process.
47
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Corporate Governance
Doing the
right thing
Salter British Bakes Scale
Waterproof for fun & messy baking
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Board of Directors
The Board of Directors
has overall responsibility
for the Group. Its aim is to
represent all stakeholders
and to provide leadership and
control in order to promote
the successful growth and
development of the business.
Committee Membership
A Audit and Risk Committee
N Nomination Committee
R Remuneration Committee
E ESG Committee
C Chair of Committee
Christine Adshead
Non-executive Chair
Date appointed
August 2024
Key skills and experience
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.
Committee Membership
N R E
Andrew Gossage
Chief Executive Officer
Date appointed
February 2024
Key skills and experience
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 Showman
President & Founder
Date appointed
August 2025
Key skills and experience
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.
Committee Membership
E
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Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Christopher Dent
Chief Financial Officer
Date appointed
April 2022
Key skills and experience
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.
Committee Membership
E
Robbie Bell
Senior Independent
Non-executive Director
Date appointed
March 2017
Key skills and experience
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.
Committee Membership
A N R E
José Carlos González-Hurtado
Independent
Non-executive Director
Date appointed
October 2024
Key skills and experience
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. 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).
Committee Membership
A N R E
Andrew Milne
Independent
Non-executive Director
Date appointed
October 2024
Key skills and experience
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
A N R E
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Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Operating Board
Duncan Singleton
Chief Commercial Officer
Duncan has over 30 years of experience in the Small Domestic
Appliances (“SDA”) industry, including 20 years at Ultimate
Products, where he oversaw the growth of the SDA division,
which is the Group’s largest. He has played a pivotal role in the
growth and success of the Salter and Beldray brands, helping to
elevate their market presence and performance. His expertise is
further recognised through his role as Chair of the British Home
Enhancement Trade Association’s SDA Committee.
David Bloomfield
Chief Supply Chain Officer
David spent over 20 years with JD Williams in supply chain
management before joining Ultimate Products in 2007. With
extensive expertise in Far East factory management, David has
been a panellist at various supply chain conferences across the
UK and Europe. Since 2008 he has attended the Main Board
and leads the logistics function that underpins the Group’s
operational capability and retail partnerships.
Craig Holden
Chief Operating Officer
Craig joined Ultimate Products in 2006 and has since held a
broad range of senior operational roles across the business.
He currently oversees the company’s operational sites across
the world, as well as the people function. He led the launch of
the Group’s transformational graduate development scheme,
which is now one of the largest in the North-West. He has also
managed numerous important projects including the creation of
a European showroom, and served as general manager of the
Group’s Far East operations.
Katie Maxwell
Chief Product Officer
Katie leads the Group’s Product development function. She
is the first person to progress from the Graduate scheme to
the Operating Board and now the C-suite. Katie plays a key
role in driving innovation within the Group’s product portfolio,
aligning its product development with its branded strategy. Katie
is Deputy Chair of the ESG Committee and has championed
Ultimate Products’ ESG strategy with a particular focus on driving
environmental initiatives within the Group’s teams. She plays an
active role in the Leadership programme, nurturing talent and
empowering employees to progress.
Tracy Carroll
Chief Marketing Officer
Tracy joined Ultimate Products in December 2022 as the
company’s first Brand Director, which has seen her lead the
brand & marketing strategy, and manage our communications
function. Tracy has also led the successful rebrands of both
Salter and Beldray. Tracy is vastly experienced with a 30-year
career in marketing, having previously launched and grown
the OXO homeware brand in the UK and EU during her time at
Helen of Troy.
Emma Rawley
Trading Director
Emma leads the groups Beldray Laundry & Cleaning function.
Emma’s diverse experience across multiple product categories and
her strategic approach to product and brand evolution continue to
shape the success of Ultimate Products’ portfolio where she has
been a key contributor for over 17 years.
Emma has played a vital
commercial role in major brand acquisitions, Constellation Luggage
in 2010 and Salter Scales in 2021. Instrumental in successful
rebrands across multiple categories most recently Beldray-
ensuring each transformation aligns with evolving market demands
and strengthens brand positioning.
Craig Holden Tracy Carroll David Bloomfield Katie Maxwell Duncan Singleton Emma Rawley
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Overview Strategic Report Governance Financial Statements
Chair’s introduction
Preserving
value for
shareholders
“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.
Christine Adshead
Chair
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 the Company is currently 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. If shareholders approve
for the Group to move from the main market to the AIM market,
the Group intends to adopt the QCA Corporate Governance
Code, which we consider to be the most appropriate Code for a
Company of our size. However, the Company intends, wherever
possible, to apply best practice to maintain strong governance.
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 complied with its provisions throughout the year
ended 31 July 2025, except where otherwise stated.
The Board
The Board has seven members, comprising of three Executive
Directors, a Non-executive Chair and three 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.
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.
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Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
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 wider stakeholders.
There is a formal schedule of matters reserved for the Board
which includes:
f the approval of the Group’s annual business plan;
f the Group’s strategy;
f acquisitions;
f capital expenditure projects above certain thresholds;
f Financial Statements;
f the Group’s capital allocation policy;
f borrowing powers;
f appointments to the Board;
f legal actions brought by or against the Group above
certain thresholds; and
f 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 May 2025.
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. The
last external review took place during 2023 by New Street
Consulting Group Limited 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. During
the current year an internal effectiveness review took place
in January 2025, and again concluded that the Board was
performing effectively.
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 the business.
Conflicts of interest
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 identified matter.
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.
Audit and Risk Committee
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
Andrew Milne and José Carlos González-Hurtado. 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 14.3% 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 back
ground.
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.
53
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
During the year, the Nomination Committee has made
significant progress in relation to long term succession
planning. The Group has made several new C-suite
appointments, included new positions of a Chief Supply Chain
Officer (David Bloomfield), Chief Product Officer (Katie Maxwell),
Chief Marketing Officer (Tracy Carroll) and Chief Operating
Officer (Craig Holden). In addition, Simon Showman has been
appointed President of the Group, being replaced as Chief
Commercial Officer by Duncan Singleton. These appointments
are part of the Group’s long-term succession planning, with the
duties and responsibilities of these new roles preparing these
operating board members for future progression to the Board
of Directors. 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.
In addition, the Committee has made progress with relation to
changes to the Non-executive make up of the Board. At the
beginning of the year Christine Adshead was appointed as
Chair. Christine has been a Non-executive Director since her
appointment 21 September 2020 and understands the Group’s
culture, strategy and people. During the year we appointed 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. As such, Alan Rigby stood down from the
Board, and Robbie Bell, Board member since March 2017, was
appointed to the role of Senior Independent Director. Robbie
is now coming up to his final year on the board. Therefore,
during the course of next year, the Nominations Committee will
commence a search for a suitable candidate with the requisite
skills for taking over the Chair of the Audit & Risk Committee.
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 Andrew Milne, who replaced Christine Adshead during the year
and its other members during the year were, Robbie Bell, José
Carlos González-Hurtado, Alan Rigby and Jill Easterbrook. The
Remuneration Committee Report is included on pages 58 to 69.
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. José Carlos
González-Hurtado chaired the Committee during the year,
replacing Jill Easterbrook. The ESG Committee Report is
included on pages 23 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
2025, 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.
Committee Board
Audit
and Risk
Committee
Remuneration
Committee
Nomination
Committee ESG
Number of meetings 12 6 5 5 3
Christine Adshead
12 6* 5 5 3
Simon Showman 12 3
Andrew Gossage 12 1* 1*
Chris Dent 12 6* 5* 4* 3
Alan Rigby 8 3 2 4 2
Robbie Bell 12 6 4 4 2
Jill Easterbrook 3 1 1
Andrew Milne 9 4 4 5 2
José Carlos
González-Hurtado
9 4 4 5 2
*
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 trading statements.
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
27 October 2025
54
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Audit and Risk
Committee Report
“The committee is satisfied that
the choice of new ERP provider
was done through a rigorous
process”
Robbie Bell
Chair of the Audit and Risk Committee
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)
Andrew Milne
José Carlos González-Hurtado
Number of meetings
held during the year
7
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;
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,
r
eporting 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 audit process;
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
r
eporting to the Board on how it has discharged
its responsibilities.
55
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Activities of the Audit and Risk 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 31 January 2025;
reviewed and agreed the external auditor’s audit strategy
memorandum in advance of its audit for the year ended 31
July 2025;
reviewed the non-audit services provided to the Group
by the external auditor and assessed its independence
and objectivity;
agreed the terms of engagement and fees to be paid to the
external auditor for the audit of the 2025 Financial Statements;
reviewed reports from management regarding their approach
to key accounting considerations, estimates and judgements
in the Financial Statements for the year ended 31 July 2025;
discussed the report received from the external auditor
regarding its audit in respect of the year ended 31 July 2025;
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 this risk;
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;
considered the effectiveness of the Group’s IT security in
relation to cyber attack; and
reviewed, challenged and approved the approach taken in
relation to selecting a new ERP system for the Group.
At the request of the Board, the Committee also considered whether the Annual Report and Accounts for the year ended 31 July
2025, 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 71.
Significant issues
The significant matters and key accounting estimates considered by the Committee during the year were:
Significant issues 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.
56
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Review of risk management and internal
financial controls
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 87.
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.
Auditors’ remuneration:
2025
£’000
2024
£’000
Fees for audit of the Company 56 53
Fees for the audit of the Company’s subsidiaries 76 74
Total audit fees 132 126
Other assurance services 13 13
Total non-audit fees 13 13
External audit
The independence and objectivity of the auditor, PKF Littlejohn
LLP, 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 2025. There
were no contingent fee arrangements. Audit fees payable by
the Group to PKF Littlejohn LLP in the year ended 31 July 2025
totalled £132,000 (2024: £126,000). The Committee reviewed
the level of non-audit services and fees provided by PKF
Littlejohn LLP. For the year ended 31 July 2025, these totalled
£13,000 (2024: £13,000) which all related to half-year assurance
services. The ratio of audit fees to non-audit fees, in total, for
the year ended 31 July 2025 is 1:0.1.
57
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
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 and communication.
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
27 October 2025
Salter Timeless Scale
Keep me out and show me off
58
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Remuneration
Committee Report
“I am pleased to introduce my
first Report of the Remuneration
Committee (the “Report” and
the “Committee”) as Chair of the
Committee for the financial year
to 31 July 2025.
Andrew Milne
Chair of the Remuneration Committee
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
Andrew Milne (Chair)
Christine Adshead
Robbie Bell
Jose Carlos Gonzalez-Hurtado
Number of meetings
held during the year
4
Andrew Milne
Chair of the Remuneration Committee
Board changes
As shareholders will note, throughout 2024 we saw the Board
transition to new leadership under the new CEO, A Gossage,
who had been the Managing Director of the Company since
2014. Subsequently, S Showman stepped down from his CEO
duties and took up the position of Chief Commercial Officer. The
Company has further made key promotions and restructuring at
the senior management level with the introduction of new Chief
positions for five individuals below-board as disclosed in the RNS
on 28 August 2025. As part of this restructuring, S Showman,
founder and Chief Commercial Officer, transitioned into the role
of President and Founder with effect from 1 September 2025. In
his new role, Simon will support the Group’s European business
and product development function. He will remain on the Board
and continues to be the Group’s largest shareholder.
The Committee is satisfied that the Remuneration Policy has
operated as intended in FY25. 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) R
egulation 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 of Remuneration.
59
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
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
the Committee.
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.
Shareholders will note that the base salary levels for Executive
Directors were increased for FY25 to reflect the role changes of S
Showman and A Gossage, as well as a market informed increase
for C Dent resulting from his development in the role. For FY26
the Committee remains comfortable that the salary level for
A Gossage is appropriate and as such no further increase is
proposed. The Committee is also comfortable that S Showman’s
overall remuneration package remains appropriate in the context
of his new role, his experience and internal relativities, and
therefore no amendments to salary have been made.
As a result of the restructuring of the operating Board and the
associated senior management promotions, the Committee
reviewed C Dent’s base salary level in the context of internal
relativities, market practice, and his continued development and
performance in role. Following this review C Dent’s base salary
was increased by 17% from £180,000 to £210,000 effective from 1
September 2025.
Performance and pay outcomes during
the year
Annual bonus
Under the awards for FY25, 70% of the maximum bonus
opportunity was based on the achievement of an Adjusted
EBITDA target and 30% on achievement of personal objectives.
As the EBITDA performance during the year was below the
threshold level, the EBITDA underpin was not met. Therefore,
S Showman and A Gossage did not receive any bonus payout
for the year.
Incentive Plan awards
Under the awards for FY25, 65% of the maximum Incentive
Plan opportunity was based on the achievement of an Adjusted
EBITDA target and 35% 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.
PSP Awards
In June 2022, C Dent was granted a PSP award over 40,000
shares subject to stretching EPS and strategic objectives over
the three financial year period to 31 July 2025. Although the
EPS targets were not met, the strategic targets were, and, as
such, 20,000 shares vested.
No 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.
Andrew Milne
Chair of the Remuneration Committee
27 October 2025
60
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Single total figure of remuneration for each Director (audited)
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 2025 and 31 July 2024.
Basic Salary/Fees
1,3
2025
£
All Taxable Benefits
2025
£
Pension
2025
£
Total Fixed
2025
£
Bonus and Incentive Plan
2025
£
MIP and PSP
2
2025
£
Total Variable
2025
£
Total
2025
£
Executive Directors
A Gossage 377,775 14,453 392,228 –- 392,228
S Showman 316,025 14,723 10,000 340,748 340,748
C Dent 180,000 10,704 6,386 197,090 197,090
Non-executive Directors
C Adshead 94,900 94,900 94,900
A Milne 42,259 42,259 42,259
A Rigby 34,233 34,233 34,233
R Bell 55,644 55,644 55,644
J Easterbrook 13,794 13,794 13,794
J C González-Hurtado 42,259 42,259 42,259
1,156,889 39,880 16,836 1,213,155 1,213,155
Basic Salary/Fees
1,3
2024
£
All Taxable Benefits
2024
£
Pension
2024
£
Total Fixed
2024
£
Bonus and Incentive Plan
2024
£
MIP and PSP
2
2024
£
Total Variable
2024
£
Total
2024
£
Executive Directors
A Gossage 330,736 14,098 344,834 344,834
S Showman 363,904 14,466 8,000 386,370 386,370
C Dent 161,208 10,566 5,581 177,625 177,625
Non-executive Directors
C Adshead 58,894 58,894 88,367
A Rigby 45,644 45,644 50,970
R Bell 55,644 55,644 53,470
J Easterbrook 58,894 58,894 49,470
J McCarthy 92,400 92,400 53,470
1,164,074 39,130 13,851 1,217,05 1,217,055
1 The salaries noted above include the following amounts of pension contributions from the remuneration package that were paid as salary:
2025
£
2024
£
A Gossage 12,755 16,151
S Showman 1,025 11,744
13,800 27,895
2 The Group has two long-term incentive plans in operation for the years ended 31 July 2025 and 31 July 2024; the MIP and PSP. No MIP awards have been exercised by participants and no PSP 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.
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Individual elements of remuneration
Base salary
The Remuneration Committee considered base salary levels for the year ahead and concluded
that the adjustments made throughout 2024 remained appropriate. As such, no increases were
awarded on 1 July 2025. Following a number of senior management promotions, it was agreed
that C Dent’s salary would increase to £210,000 (effective on 1st September 2025) to reflect his
continued development in role and internal relativities. In arriving at this figure, the Committee
consulted with its remuneration advisors and considered market reports on remuneration data
from comparable listed companies.
Base Salary
1 July 2024
£
Base Salary
1 July 2025
£
Movement %
A Gossage 365,000 365,000 0%
S Showman 315,000 315,000 0%
C Dent 180,000 180,000 0%
1 As set out in the Chair’s statement, C Dent’s salary increased to £210,000 effective as at 1 September 2025 which represents a 17% increase
from his previous salary of £180,000.
Taxable benefits
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 for FY25. C Dent’s car allowance will increase to
£12,500 for FY26.
Pension benefits (audited)
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) as a contribution to their pension arrangements or the equivalent as a cash
allowance, which is aligned to the wider workforce. 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 2025 (2024: £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 Board approval.
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 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 2025
In accordance with the Remuneration Policy, the maximum bonus opportunity under the Annual
Bonus Plan for FY25 was set at 100% of base salary for S Showman and A Gossage (FY24: 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 £20.6m was obtained. The
targets attaching to the Annual Bonus Plan for FY25 are set out below.
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Overview Strategic Report Governance Financial Statements
Incentive plan awards
Awards made in respect of the year to 31 July 2025
In accordance with the Remuneration Policy, the maximum bonus opportunity under the
Incentive plan for FY25 was set at 140% of base salary for C Dent. 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 £20.6m was obtained. The targets attaching to the
Incentive Plan for FY25 are set out below.
Opportunity (% of salary)
Performance condition Level A Gossage S Showman C Dent
Adjusted EBITDA Threshold (£20.6m) 0% 0% 0%
Target (£20.7m) 60% 60% 75%
Stretch (£22.3m) 70% 70% 65%
Adjusted EBITDA Outcome (£m) £12.5m
Outcome (% of salary) 0% 0% 0%
Personal Target 1
(subject to Adjusted EBITDA underpin)
Below Threshold 0% 0% 0%
Threshold 5% 5% 5%
Target 7.5% 7.5% 7.5%
Stretch 10% 10% 10%
Personal Target 2
(subject to Adjusted EBITDA underpin)
Below Threshold 0% 0% 0%
Threshold 5% 5%
Target 10% 7.5% 7.5%
Stretch 10% 10%
Personal Target 3
(subject to Adjusted EBITDA underpin)
Below Threshold 0% 0% 0%
Threshold 5%
Target 7.5% 10% 15%
Stretch 10%
Total opportunity 100% 100% 140%
Overall outcome (% of base salary) 0% 0% 0%
Overall outcome
(% of max. opportunity)
0% 0% 0%
As EBITDA for FY25 was £12.5m, 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)
PSP awards granted during the financial year
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.
PSP awards vesting during the financial year
In June 2022, C Dent was granted a PSP award over 40,000 shares subject to stretching EPS
and strategic objectives over the three financial year period to 31 July 2025. Although the EPS
targets were not met, the strategic targets were, and, as such, 20,000 shares vested.
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 2024 and 2025:
Subsidiary Shares Held Maximum Potential PLC
Shares at 31 July
Face Value
Executive Directors
A Gossage 32
S Showman 48
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Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
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 2025 and 2024, the share price of Ultimate
Products plc was below the hurdle price so, at that date, the put option would not be exercisable.
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
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.
Payments for loss of office (audited)
There have been no such payments made in either the year ended 31 July 2025 or the
comparative period.
Payments to former Directors (audited)
There have been no such payments made in either the year ended 31 July 2025 or the
comparative period.
Directors’ shareholdings (audited)
The table below sets out the total number of shares held at 31 July 2025 by each Director of
the Company.
A Ordinary
shares owned
1
Shares owned
outright
Shares under
option
Potential MIP
shares
1
Deferred bonus
shares
2
Executive Directors
A Gossage 32 8,052,400
S Showman 48 18,530,600
C Dent 107,114 40,000 9,750
Non-executive
Directors
R Bell 502,144
C Adshead
J C Gonzalez-Hurtado
A Milne
1 The A Ordinary shares held in Ultimate Products UK Limited give rise to a potential entitlement to acquire additional shares in Ultimate
Products plc, as explained in the “Long-Term Incentive Plan” section above. The share price at 31 July 2025 did not exceed the hurdle price and
as such, the potential MIP shares at 31 July 2025 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 2025. 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.
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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 2025
Shares owned
outright at
31 July 2024
Shares owned
outright
31 July 2025
Shares held
under share
options
31 July 2025
Potential MIP
shares
31 July 2025
Deferred
bonus shares
31 July 2025
Shares owned
outright at
27 October 2025
A Gossage 8,052,400 8,052,400 8,052,400
S Showman 18,530,600 18,530,600 18,530,600
C Dent 90,710 107,114 40,000 9,750 107,114
A Rigby 25,000 25,000 25,000
R Bell 502,144 502,144 502,144
C Adshead
J Easterbrook
A Milne
J C Gonzalez-
Hurtado
1. A Rigby and J Easterbrook stepped down from the Board during the year, with the shareholdings illustrated at the date of stepping down.
Shareholding requirement
Base Salary
1
£
Total
Shareholding
Shareholding
Requirement as
% of Salary
Shareholding
Requirement
2
Actual
Shareholding as
% of Requirement
A Gossage 365,000 8,052,400 250% 1,573,276 512%
S Showman 315,000 18,530,600 250% 1,357,759 1,365%
C Dent
3
180,000 107,114 125% 387,931 28%
1 Base salary above excludes any amount in respect of a car allowance.
2 Salary divided by the 31 July 2025 share price of 58.3p, 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.
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. This illustrates the
movement in a hypothetical £100 invested in the Company from the date of the IPO.
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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 2025 392 Nil Nil
A Gossage
(from the period of 8 February 2024 to 31 July 2024)
2024 193 Nil Nil
S Showman
(for the period to 7 February 2024)
2024 213 Nil Nil
S Showman 2023 627 60% Nil
S Showman 2022 437 10% Nil
S Showman1 2021 595 60% Nil
S Showman 2020 345 Nil Nil
S Showman 2019 710 79% Nil
S Showman 2018 382 Nil Nil
S Showman 2017 1,434 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.
2025
£’000
2024
£’000 % Change
Total employee costs (note 8 – Financial Statements) 16,023 16,437 -2.5%
Dividends 3,121* 6,330* -50.7%
*Dividends declared and proposed in respect of the year ended 31 July 2025 and 2024, 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 the FY25 (as
included in the single figure table on page 60 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 2025 A 14.8:1 13.6:1 11.1:1
Year ended 31 July 2024 A 15.8:1 14.1:1 11.3:1
Year ended 31 July 2023 A 25.4:1 22.5:1 15.3:1
Year ended 31 July 2022 A 17.6:1 15.3:1 10.8:1
Year ended 31 July 2021 A 24.7:1 22.0:1 15.4:1
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 2024
and 31 July 2025. 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
2024 and 31 July 2025. The total pay and benefits and the base salary component of total pay
and benefits are set out as follows:
Base Salary
2025
1
£
Total pay and benefits
2025
£
Base Salary
2024
1
£
Total pay and benefits
2024
£
CEO remuneration 365,000 392,228 373,940 406,863
25th percentile employee 25,723 26,510 25,064 25,816
Median employee 27,144 28,768 28,000 28,840
75th percentile employee 34,000 35,487 35,000 36,050
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 2025, 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.
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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 2025, 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 Benefits Annual Bonus
2022 2023 2024 2025 2022 2023 2024 2025 2022 2023 2024 2025
Executive Directors
A Gossage +4.2% +5.0% +14.6% +16.0% +1.2% +0.6% +0.4% +2.5% -76.8% +457.0% -100.0% 0%
S Showman +4.3% +5.0% -9.2% -10.5% +1.1% +0.5% +1.4% +1.8% -82.6% +526.6% -100.0% 0%
C Dent n/a +10.0% +11.9% +11.6% n/a +4.3% +1.8% +1.3% n/a +100.0% -100.0% 0%
Non-executive Directors
A Rigby +3.5% +5.0% 0.0% 0% 0.0% 0.0% 0.0% 0.0%
R Bell +3.5% +5.0% 0.0% 0% 0.0% 0.0% 0.0% 0.0%
C Adshead +3.5% +5.0% 0.0% 0% 0.0% 0.0% 0.0% 0.0%
J Easterbrook +3.5% +5.0% 0.0% 0% 0.0% 0.0% 0.0% 0.0%
A Milne n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
J C Gonzalez-Hurtado n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Average pay of
all employees
2
+7.6% +10.5% +5.8% +4.5% -11.9% +18.8% +7.1% +57.5% -11.8% -2.0% -19.0% +9.5%
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.
Statement on implementation of Remuneration Policy in the following
financial year
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 2024
Base salary from
1 July 2025
Base salary from
1 September 2025 Increase
A Gossage £365,000 £365,000 £365,000 0%
S Showman £315,000 £315,000 £315,000 0%
C Dent £180,000 £180,000 £210,000 +17%
Benefits and pension
There are no planned changes to the provision of benefits for FY26.
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
FY26, 57% of the maximum incentive opportunity is again based on the achievement of an
Adjusted EBITDA target and 43% on achievement of personal objectives, of which some relate to
specific financial metrics. 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 clawback provisions.
For A Gossage and S Showman, the maximum incentive opportunity will be 100% of salary.
Under the awards for FY26, 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 92,400
Non-executive Director base fee 45,644
Additional fee for chairing Audit Committee 10,000
Additional fee for chairing Remuneration Committee 10,000
Additional fee for chairing ESG Committee 10,000
Consideration of matters relating to Directors’ remuneration
The following Directors were members of the Committee when matters relating to Directors’
remuneration were considered:
f A Milne
f C Adshead
f R Bell
f J Gonzales-Hurtado
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 £22,650 for Committee matters in the year to 31 July 2025.
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 2024 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 (2023 AGM)
63,369,050 93.42% 4,465,538 6.58% 7,415
To receive and approve the Directors’
Remuneration Report (2024 AGM)
66,825,230 99.89% 71,273 0.11% 22,500
The Remuneration Report was approved by the Board on 27 October 2025.
On behalf of the Board
Andrew Milne
Chair of the Remuneration Committee
27 October 2025
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Directors’ Report and other statutory disclosures
The Directors present their report and the audited consolidated Financial Statements of the Group for the year ended 31 July 2025.
Strategic Report
The Companies Act 2006 requires the
Directors to present a review of the business
during the year to 31 July 2025 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
47 to 71 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 2025, was £5.8m (2024:
£10.5m). 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 2.15p per share (FY24: 4.93p per
share) to take the total dividend for the year to
3.7p per share (FY24: 7.38p per share). Subject
to shareholder approval at the AGM on 12
December 2025, the final dividend will be paid
on 30 January 2026 to shareholders on the
register at the close of business on 5 January
2026 (ex-dividend date 2 January 2026).
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 that policy.
Political donations and
political expenditure
No company within the Group made any
political donations or incurred any political
expenditure in the year (2024: £nil).
Post balance sheet events
The Directors propose a final dividend, as set
out in note 12 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
their needs.
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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 10,872,715 12.6% indirect
Barry Franks 7,270,400 8.4% indirect
Ultimate Products Employee Benefit Trust 2,699,745 3.1% 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 2025, the Company’s entire issued
share capital comprised a single class of
86,330,132 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 23
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.
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
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 2025, pursuant to shareholder
resolutions passed on 13 December 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 12 December
2025. It is proposed that such authorities are
renewed at the AGM for 2025, 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 2025 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.
Financial risk management and
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 22.
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Contracts of significance
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 14 April 2023 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 46. 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 of the 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 2025
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 106
(4) Details of long-term incentive schemes Pages 58 to 69
(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 70
(11) Provision of services by a controlling shareholder Remuneration Report
(12) Shareholder waivers of dividends Page 69
(13) Shareholder waivers of future dividends Page 69
(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 2025 AGM.
Annual General Meeting
The Company’s AGM will be held at 14:00 pm on 12 December
2025 at the Company’s registered office, Manor Mill, Oldham,
OL9 0DD. 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 of the meeting.
Recommendation to shareholders
The Board considers that all of the resolutions to be considered
at the AGM are in the best interests of the Company and its
shareholders as a whole and unanimously recommends that
you vote in their favour.
By order of the Board.
Chris Dent
Company Secretary
27 October 2025
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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 and prudent;
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 Companies Act 2006.
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 pursuant to DTR4
The Directors confirm to the best of their knowledge:
f 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
f 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
27 October 2025 and is signed on its behalf by
Chris Dent
Company Secretary
27 October 2025
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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 2025 which comprise of 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:
f 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 2025 and of the group’s profit for the year then ended;
f the group financial statements have been properly prepared in accordance with UK-adopted
international accounting standards;
f 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
f 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 directors’ 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:
f 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;
f evaluating management’s historical forecasting accuracy by comparing performance to
budgets from prior financial periods;
f testing the assessment and underlying forecasts for mathematical accuracy;
f obtaining an understanding of the financing facilities from the finance agreements, including
the nature of the facilities, covenants and attached conditions;
f agreeing the underlying cash flow projections to management-approved forecasts,
recalculating the impact on banking covenants and liquidity headroom for the base
case scenario;
f assessing whether key inputs and assumptions, including sales growth rates, gross profit
margins, overheads and financing cashflows made were reasonable;
f 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 a significant drop in revenue owing to
a major recession and/or loss of key contracts, operational disruption, technology
displacement and increase in costs from inflation;
f 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
f 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 director’s 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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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 £639,000 (2024: £715,000).
This was calculated based upon 5% of the average annual profit before tax for the previous
three years (2024: 5% of profit before tax) due to changes in the group’s profitability that are not
proportionate to movements in revenue or the composition of its statement of financial position
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 £447,000 (2024: £500,000)
and £31,000 (2024: £35,750) respectively due to the number of significant risks and this being our
third year of engagement.
Materiality for the parent company financial statements as a whole was set as £344,000 (2024:
£390,000). This was calculated based upon 1.5% of gross assets (2024: 1.5% of gross assets) due
to the 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 £240,000
(2024: £270,000) and £17,000 (2024: £19,000) 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
£319,000 and £605,000 (2024: £500,000 and £680,000).
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. These two companies comprise the parent company – Ultimate Products plc;
and the subsidiary Ultimate Products UK Limited, were assessed as being material components
and thus 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 component auditors to assist with
inventory count procedures at warehouses in overseas jurisdictions.
The other four entities within the group were assessed as not material, with only one requiring
targeted audit procedures.
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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Independent Auditor’s Report Continued
Key Audit Matter How our scope addressed this matter
Revenue recognition (Note 5) Our procedures included but were not limited to:
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.
Obtaining and documenting an understanding of the information systems and related controls relevant to each
material revenue stream during the year ended 31 July 2025;
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 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.
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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:
f 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
f 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:
f 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
f 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
f certain disclosures of directors’ remuneration specified by law are not made; or
f 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:
f Directors’ statement with regards the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out on page 70;
f 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;
f 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;
f 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 71;
f Board’s confirmation that it has carried out a robust assessment of the emerging and principal
risks set out on page 44;
f The section of the annual report that describes the review of effectiveness of risk management
and internal control set out on page 56; and
f 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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Independent Auditor’s Report Continued
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
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:
f 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 discussion with
management, application of cumulative audit knowledge and experience in the sector.
f 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.
f 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 expense; and
Reviewing Regulatory News Service announcements.
f We also identified the risk of material misstatement in the financial statements due to fraud. In
addition to the non-rebuttable presumption of a risk of fraud arising from management override of
controls, we considered the potential for management bias in the estimates and judgments
applied in accounting for customer rebates, assessing the recoverable value of intangible assets,
investments in subsidiaries, inventory, and the expected credit loss provision on amounts due
from subsidiaries. To address these risks, we challenged the assumptions and judgments made
by management and performed audit procedures to obtain assurance over the completeness
and accuracy of accrued rebates, impairment assessments for intangible assets and investments
in subsidiaries, the inventory provision, and the expected credit loss provision.
f 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 regulations. 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 3 years, covering the periods ending 31 July 2023 to 31 July 2025; with
subsequent years reviewed annually by the Audit Committee.
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)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
27 October 2025
15 Westferry Circus
Canary Wharf
London E14 4HD
78
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Consolidated Income Statement
For the year ended 31 July 2025
2025 2024
Note£’000£’000
Revenue
5
150, 135
155,497
Cost of sales
(115,288)
(115,043)
Gross profit
34,847
40,454
Adjusted earnings before interest, tax, depreciation,
amortisation, share-based payments & non-recurring
12,505
18,022
items (‘Adjusted EBITDA’)
Depreciation and loss on disposal of fixed assets
7
(2, 104)
(2, 169)
Amortisation of intangibles
7
(45)
(22)
Share-based payment expense
24
(16)
(137)
ERP implementation costs
6
(640)
-
Total administrative expenses
(25, 147)
(24, 760)
Operating profit
7
9, 700
15,694
Finance expense
9
(1,651)
(1,381)
Profit before tax
8,049
14,313
Tax expense
10
(2,242)
(3, 786)
Profit for the year attributable to equity holders of
the Company
5,807
10 ,527
All amounts relate to continuing operations
Earnings per share
Basic
11
6.8
12.2
Diluted
11
6 .7
12.0
Consolidated Statement of Comprehensive Income
For the year ended 31 July 2025
2025 2024
£’000£’000
Profit for the year
5,807
10 ,527
Items that may subsequently be reclassified to the income statement
Fair value movements on cash flow hedging instruments
(1,910)
(1, 108)
Hedging instruments recycled through the income statement at the end of
hedging relationships
564
1,605
Deferred tax relating to cashflow hedges
335
(123)
Items that will not subsequently be reclassified to the income statement
Foreign currency translation
Other comprehensive (loss)/income
(1,011)
374
Total comprehensive income for the year attributable to the equity
4, 796
10,901
holders of the Company
79
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Report
Consolidated Statement of Financial Position
At 31 July 2025
2025 2024
Note£’000 £’000
Assets
Intangible assets
14
37 ,072
36,981
Property, plant and equipment
15
5,800
7 ,574
Total non-current assets
42,872
44,555
Inventories
17
32,452
36,578
Trade and other receivables
18
26, 779
29, 710
Derivative financial instruments
22
47
667
Current tax
20
Cash and cash equivalents
4,063
4, 733
Total current assets
63,361
71,688
Total assets
106,233
116,243
Liabilities
Trade and other payables
19
(29, 735)
(39,084)
Derivative financial instruments
22
(1,828)
(996)
Current tax
(105)
Borrowings
20
(18, 174)
(15, 151)
Lease liabilities
21
(821)
(811)
Total current liabilities
(50,558)
(56, 147)
Net current assets
12,803
15,541
2025 2024
Note£’000 £’000
Deferred tax
16
(6,678)
(6,898)
Lease liabilities
21
(2,601)
(3,436)
Total non-current liabilities
(9,279)
(10,334)
Total liabilities
(59,837)
(66,481)
Net assets
46,396
49 , 762
Equity 2025 2024
£’000 £’000
Share capital
23
216
221
Share premium
23
14,334
14,334
Capital redemption reserve
23
7
2
Employee Benefit Trust reserve
23
(2,071)
(1,946)
Share-based payment reserve
23
1,376
1,431
Hedging reserve
23
(1,297)
(286)
Retained earnings
33,831
36,006
Equity attributable to owners of the Group
46,396
49 , 762
These Financial Statements were approved by the Board of Directors and authorised for issue on
27 October 2025 and signed on its behalf by:
Andrew Gossage Chris Dent
Chief Executive Officer Chief Financial Officer
Company registered number: 5432142
80
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Company Statement of Financial Position
At 31 July 2025
Note
2025
£’000
2024
£’000
Assets
Investments 12 20,963 20,947
Total non-current assets 20,963 20,947
Trade and other receivables 17 1,927 5,254
Current tax 91 127
Derivative financial instruments 1 150
Cash 7 29
Total current assets 2,026 5,560
Total assets 22,989 26,507
Liabilities
Trade and other payables 18 (112) (58)
Borrowings 19 (4,940)
Deferred tax (30)
Total current liabilities (5,052) (88)
Net current assets (3,026) 5,472
Borrowings 19
Total non-current liabilities
Total liabilities (5,052) (88)
Net assets 17,937 26,419
Note
2025
£’000
2024
£’000
Equity
Share capital 22 216 221
Share premium 22 14,334 14,334
Capital redemption reserve 22 7 2
Share-based payment reserve 22 1,376 1,431
Hedging reserve 22 90
Retained earnings 2,004 10,341
Total equity 17,937 26,419
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 loss
for the year was £634,000 (2024: profit of £9,535,000) and the total comprehensive income for
the year was a loss of £724,000 (2024: profit of £9,240,000).
These Financial Statements were approved by the Board of Directors and authorised for issue on
27 October 2025 and signed on its behalf by:
Andrew Gossage Chris Dent
Chief Executive Officer Chief Financial Officer
Company registered number: 5432142
81
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Report
Consolidated Statement of Changes in Equity
For the year ended 31 July
Capital
redemption Share-based Retained Total
Share capital reserve Share premium EBT reserve payment reserve Hedging reserve earnings Equity
Note£’000 £’000£’000£’000£’000£’000£’000£’000
As at 1 August 2023
223
14,334
(1,989)
1,817
(660)
32,414
46, 139
Profit for the year
10,527
10,527
Foreign currency retranslation
Cash flow hedging movement
497
497
Deferred tax movement
15
(123)
(123)
Total comprehensive income for the year
374
10,527
10,901
Transactions with shareholders:
Dividends payable
11
(6,411)
(6,411)
Share-based payments charge
23
137
137
Deferred tax on share-based payments
15
140
140
Transfer of reserve on exercise of share award
(523)
523
Transfer of shares by the EBT to employees on exercise of share award
692
(187)
505
Purchase of own shares by the EBT
(649)
(649)
Share buy-back
22
(2)
2
(1,000)
(1,000)
As at 31 July 2024
221
2
14,334
(1,946)
1,431
(286)
36,006
49 , 762
Profit for the year
5,807
5,807
Foreign currency retranslation
Cash flow hedging movement
(1,346)
(1,346)
Deferred tax movement
15
335
335
Total comprehensive income for the year
(1,011)
5,807
4, 796
Transactions with shareholders:
Dividends payable
11
(5,513)
(5,513)
Share-based payments charge
23
16
16
Deferred tax on share-based payments
15
(87)
(87)
Transfer of reserve on exercise of share award
(71)
71
Transfer of shares by the EBT to employees on exercise of share award
200
(144)
56
Purchase of own shares by the EBT
(325)
(325)
Share buy-back
22
(5)
5
(2,309)
(2,309)
As at 31 July 2025
216
7
14,334
(2,071)
1,376
(1,297)
33,831
46,396
82
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
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
£’000
As at 1 August 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
Profit for the year (634) (634)
Cash flow hedging movement (120) (120)
Deferred tax movement 15 30 30
Total comprehensive income for the year (90) (634) (724)
Transactions with shareholders:
Dividends payable 11 (5,513) (5,513)
Share-based payments charge 23 16 16
Transfer of reserve on exercise/cancellation of share award (71) 71
Transfer of shares by the EBT to employees on exercise of share award 48 48
Share buy-back 22 (5) 5 (2,309) (2,309)
As at 31 July 2025 216 7 14,334 1,376 2,004 17,937
83
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Report
Consolidated Statement of Cash Flows
For the year ended 31 July
2025 2024
Note£’000 £’000
Net cash flow from operating activities
Profit for the year
5,807
10,527
Adjustments for:
Finance costs
8
1,651
1,381
Income tax expense
9
2,242
3, 786
Depreciation
14
2, 101
2, 165
Amortisation
13
45
22
Loss on disposal of non-current assets
3
4
Derivative financial instruments
118
190
Share-based payments
23
16
137
Working capital adjustments
Decrease/(increase) in inventories
16
4, 126
(8,507)
Decrease/(increase) in trade and other receivables
17
2,931
(207)
(Decrease)/increase in trade and other payables
18
(9,398)
9,048
Net cash from operations
9,642
18,546
Income taxes paid
(2,341)
(3, 176)
Cash generated from operations
7 ,301
15,370
Cash flows used in investing activities
Purchase of intangible assets
(136)
Purchase of property, plant and equipment
(330)
(1,300)
Net cash used in investing activities
(466)
(1,300)
2025 2024
Note£’000 £’000
Cash flows used in financing activities
Purchase of own shares
(269)
(144)
Share buy-back
22
(2,309)
(1,000)
Proceeds from borrowings
3,374
6,341
Repayment of borrowings
(364)
(11,071)
Principal paid on lease obligations
(822)
(838)
Debt issue costs paid
(74)
(137)
Dividends paid
11
(5,513)
(6,411)
Interest paid
(1,527)
(1, 186)
Net cash used in finance activities
(7 ,504)
(14,446)
Net decrease in cash and cash equivalents
(669)
(376)
Exchange (losses)/gains on cash and cash equivalents
(1)
23
Cash and cash equivalents brought forward
4, 733
5,086
Cash and cash equivalents carried forward
4,063
4, 733
84
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Reconciliation of cash flow to the Group net debt position
Group
Overdraft
£’000
Term Loan
£’000
RCF
£’000
Invoice
discounting
£’000
Import loans
£’000
Loan Fees
£’000
Leases
£’000
Total liabilities
from financing
activities
£’000
Cash
£’000
Net debt
£’000
At 1 August 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)
Financing cash flows 3,424 (5,000) 1,940 (3,374) 74 822 (2,114) (2,114)
Other cash flows (669) (669)
Other changes (87) 3 (84) (1) (85)
At 31 July 2025 (1,367) (5,000) (6,825) (5,042) 60 (3,422) (21,596) 4,063 (17,533)
85
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Report
Company Statement of Cash Flows
For the year ended 31 July 2025
Note
2025
£’000
2024
£’000
Net cash flow from operating activities
(Loss)/profit for the year (634) 9,535
Adjustments for:
Finance and dividend income (10,051)
Finance costs 78 198
Impairment of loans from Group undertakings 316 302
Income tax charge/(credit) 36 (180)
Working capital adjustments
Decrease in trade and other receivables 10 28
Increase/(decrease) in trade and other payables 15 (16)
Net cash used in operations (179) (184)
Cash flows from investing activities
Movement in loans from Group undertakings 3,002 3,455
Dividends received 10,051
Net cash generated from investing activities 3,002 13,506
Cash flows used in financing activities
Proceeds from sale of shares 48 158
Share buy-back 22 (2,309) (1,000)
Proceeds from borrowing 5,000
Repayment of borrowings (6,000)
Debt issue costs paid (74)
Dividends paid 11 (5,513) (6,411)
Interest received/(paid) 3 (89)
Net cash used in finance activities (2,845) (13,342)
Net decrease in cash and cash equivalents (22) (20)
Cash and cash equivalents brought forward 29 49
Cash and cash equivalents carried forward 7 29
86
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
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 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
Financing cash flows (5,000) (5,000) (5,000)
Other cash flows 74 74 (22) 52
Other changes (14) (14) (14)
At 31 July 2025 (5,000) 60 (4,940) 7 (4,933)
87
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Report
Notes to the Financial Statements
1. General information
Ultimate Products plc (`the Company’) and its subsidiaries
(together `the Group’) is a supplier of branded, value-for-money
household products to global markets. The Company is a public
limited company, which is listed on the London Stock Exchange
and incorporated and domiciled in England and Wales. The
address of its registered office is Ultimate Products plc, Manor
Mill, Victoria Street, Chadderton, Oldham OL9 0DD.
2. Basis of preparation
The Financial Statements have been prepared in accordance
with UK adopted international financial reporting standards. The
consolidated Group Financial Statements and Company Financial
Statements are presented in Sterling and rounded to the nearest
thousand unless otherwise indicated. The Financial Statements
are prepared on the historical cost basis, except for certain
financial instruments and share-based payments that have been
measured at fair value. The Directors have taken advantage of
the exemption available under Section 408 of the Companies
Act 2006 and have not presented an income statement or a
statement of comprehensive income for the Company alone.
Going Concern
The Directors have adopted the going concern basis in preparing
these accounts after assessing the principal risks and having
considered the impact of severe but plausible downside
scenarios, including pandemic type restrictions, supply chain
issues and demand led falls in revenue due to inflation and rises in
interest rates. The Directors have considered a number of impacts
on sales, profits and cash flows, taking into account experiences
learnt from previous business interruptions. 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. At the year end the Group had a net bank debt/adjusted
EBITDA ratio of 1.1x (FY24: 0.6x), which represents net bank debt
of £14.1 (FY24: £10.4m). The Group maintains comfortable levels of
headroom within its bank facilities, with headroom at 31 July 2025
of £11.8m (FY24: £16.4m). The Group’s banking facilities comprise
a revolving credit facility of £5.0m (FY24: £8.2m), an import loan
facility of £12.0m (FY24: £12.0m), and an invoice discounting facility
with a total limit of £25.0m (FY24: £23.5m).
The Group’s projections show that the Group will be able to
operate within its existing banking facilities and covenants.
Therefore, the Directors have a reasonable expectation that
the Group has adequate resources to continue in operational
existence for at least 12 months from the date of approval of these
Financial Statements and, as a result, they have applied the going
concern principle in preparing its consolidated and Company
Financial Statements.
3. Accounting policies
The principal accounting policies adopted are set out below.
Basis of consolidation
The consolidated Group Financial Statements incorporate the
assets, liabilities, income and expenses of the Company and
entities controlled by the Company (its subsidiaries) made up to
the Company’s accounting reference date. Control is achieved
when the Company has the power over the investee, is exposed
or has rights to variable return from its involvement with the
investee and has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee
if facts and circumstances indicate that there are changes to one
or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains
control over the subsidiary and ceases when the Company loses
control of the subsidiary. Specifically, the results of subsidiaries
acquired or disposed of during the period are included in the
consolidated income statement from the date that the Company
gains control until the date when the Company ceases to control
the subsidiary.
Where necessary, adjustments are made to the Financial
Statements of subsidiaries to bring the accounting policies
used into line with the Group’s accounting policies. All intra
Group assets and liabilities, equity, income, expenses and cash
flows, relating to transactions between the members of the
Group, are eliminated on consolidation.
The results of overseas subsidiaries are translated at the
monthly average rates of exchange during the period and
their statements of financial position at the rates ruling at the
reporting date. Exchange differences arising on translation of
the opening net assets and on foreign currency borrowings
or deferred consideration, to the extent that they hedge the
Group’s investment in such subsidiaries, are reported in the
statement of comprehensive income. All Financial Statements
are drawn up to 31 July 2025.
Operating segments
Operating segments are reported in a manner that is consistent
with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker has been
identified as the Board. The Board is responsible for allocating
resources and assessing performance of operating segments.
The Directors consider that there are no identifiable business
segments that are subject to risks and returns that are different
to those of the core business. The information reported to
the Directors, for the purposes of resource allocation and
assessment of performance, is based wholly upon the overall
activities of the Group. The Group has therefore determined that
it has only one reportable segment under IFRS 8. The results and
assets for this segment can be determined by reference to the
Income Statement and Statement of Financial Position.
Employee Benefit Trust (EBT)
As the Group is deemed to have control of its EBT, it is treated
as a subsidiary and consolidated for the purposes of the
Consolidated Financial Statements. The EBT’s assets (other than
investments in the Company’s shares), liabilities, income and
expenses are included on a line-by-line basis in the Consolidated
Financial Statements. The EBT’s investment in the Company’s
shares is deducted from equity in the Consolidated Statement of
Financial Position as if they were treasury shares.
Business combinations
The acquisition method of accounting is used to account for
business combinations. The consideration transferred is the sum
of the acquisition date fair values of the assets transferred, equity
instruments issued or liabilities incurred by the acquirer to former
owners of the acquiree and the amount of any non-controlling
interest in the acquiree. For each business combination, the
non-controlling interest in the acquiree is measured at either fair
value or at the proportionate share of the acquiree’s identifiable
net assets. All acquisition costs are expensed as incurred to
profit or loss.
On the acquisition of a business, the Group assesses the
financial assets acquired and liabilities assumed for appropriate
classification and designation in accordance with the contractual
terms, economic conditions, the Group’s operating or accounting
policies and other pertinent conditions in existence at the
acquisition date.
The difference between the acquisition date fair value of assets
acquired, liabilities assumed and any non-controlling interest in
the acquiree and the fair value of the consideration transferred
and the fair value of any pre-existing investment in the acquiree
is recognised as goodwill. If the consideration transferred
and the pre-existing fair value is less than the fair value of the
identifiable net assets acquired, being a bargain purchase to the
acquirer, the difference is recognised as a gain directly in profit
or loss by the acquirer on the acquisition date, but only after a
reassessment of the identification and measurement of the net
assets acquired, the non-controlling interest in the acquiree, if
any, the consideration transferred and the acquirer’s previously
held equity interest in the acquirer.
88
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
3. Accounting policies (continued)
Business combinations are initially accounted for on a
provisional basis. The acquirer retrospectively adjusts the
provisional amounts recognised and also recognises additional
assets or liabilities during the measurement period, based on
new information obtained about the facts and circumstances
that existed at the acquisition date. The measurement period
ends on either the earlier of (i) 12 months from the date of the
acquisition or (ii) when the acquirer receives all the information
possible to determine fair value.
Presentational currency
Items included in the Financial Statements are measured using
the currency of the primary economic environment in which
the Group operates, which is Sterling (£). Foreign currency
transactions are translated into the functional currency using the
exchange rates prevailing at the dates of the transactions or at an
average rate for a period if the rates do not fluctuate significantly.
Foreign exchange gains and losses, resulting from the settlement
of such transactions and from the translation at year-end
exchange rates of monetary assets and liabilities denominated in
foreign currencies, are recognised in the income statement. Non-
monetary items that are measured in terms of historical cost in a
foreign currency are not retranslated.
Cash
Cash and cash equivalents includes cash in hand, deposits held
at call with banks, other short-term highly liquid investments
with original maturities of three months or less. Bank overdrafts
are shown within loans and borrowings in current liabilities on
the consolidated statement of financial position.
Adjusted Performance Measures (APMs)
APMs are utilised as key performance indicators by the Group
and are calculated by adjusting the relevant IFRS measurement
by share-based payments and non-recurring items. The two
main APMs which are used are Adjusted EBITDA and Adjusted
EPS. The reconciliation of these items to IFRS measurements
can be found in the Chief Financial Officer’s Review. APMs
are non-GAAP measures and are not intended to replace
those financial measurements, but are the measures used by
the Directors in their management of the business, and are,
therefore, important key performance indicators (KPIs).
Revenue recognition
Revenue is recognised at a point in time on the satisfaction of
each performance obligation as that obligation is satisfied.
Performance obligations relate to the sale of goods and
revenue is recognised at the point when goods are delivered,
and control has passed to the customer. Revenue is measured
as the fair value of the consideration received or receivable
and represents the amount receivable for goods supplied
and services rendered, net of returns and expected returns,
discounts and rebates given by the Group to customers.
The Group has rebate agreements in place with certain
customers. The rebates are treated as variable consideration
and are recognised at the point of sale as a deduction from
revenue. Where the calculation of variable consideration
including rebates and contributions involves estimation, the
expected charge is calculated based on past history of claims
and expected revenue over the rebate contract term. Revenue
is only recognised to the extent that it is highly probable that
a significant reversal in the amount of cumulative revenue will
not occur when the uncertainty associated with the variable
consideration is subsequently resolved.
Dividends
Dividends are recognised when they become legally payable.
In the case of interim dividends to equity shareholders, this is
when the dividend is paid. In the case of final dividends, this is
when approved by the shareholders at the AGM.
Intangible assets
Intangible assets acquired separately from a business are
recognised at cost and are subsequently measured at cost
less accumulated amortisation and accumulated impairment
losses. Intangible assets acquired on business combinations
are recognised separately from goodwill at the acquisition
date where they are separable from the acquired entity or give
rise to other contractual/legal rights and it is probable that
the expected future economic benefits that are attributable to
the asset will flow to the entity and the fair value of the asset
can be measured reliably. Goodwill that arises on business
combinations and the acquisition of subsidiaries is stated at
cost less any impairment losses. Trademarks are amortised
over ten years so as to write off the cost of assets less their
residual values over their useful lives. Brands are considered
to have an indefinite useful life and are therefore not subject to
amortisation, and stated at cost less any impairment loss.
Property, plant and equipment
Property, plant and equipment are stated at cost less
accumulated depreciation and any impairment losses. Cost
includes the original purchase price of the asset and the costs
attributable to bringing the asset to its working condition for its
intended use. Such assets acquired in a business combination
are initially recognised at their fair value at acquisition date.
Depreciation is charged so as to write off the costs of assets
over their estimated useful lives, on a straight-line basis starting
from the month they are first used, as follows:
Fixtures, fittings and equipment 16–50%
Motor vehicles 25%
Right of use assets shorter of the lease term
or the useful life of the
underlying asse t
Impairment
At each reporting end date, the Group reviews the carrying
amounts of its intangible and tangible assets to determine
whether there is any indication that those assets have suffered
an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). The recoverable amount is the
higher of fair value less costs to sell and value in use. In assessing
value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the
risks specific to the asset for which the estimates of future cash
flows have not been adjusted. If the recoverable amount of an
asset is estimated to be less than its carrying amount, the carrying
amount of the asset is reduced to its recoverable amount. An
impairment loss is recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying
amount of the asset is increased to the revised estimate of
its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have
been determined had no impairment loss been recognised
for the asset in prior years. A reversal of an impairment loss is
recognised immediately in profit or loss.
Investments
Investments in subsidiaries are carried at cost less impairment.
The Group’s share option schemes operate for employees of
the subsidiary company Ultimate Products UK Limited. As such,
in accordance with IFRS 2, the share-based payment charge in
relation to these options is shown as an increase in investments
in the subsidiary company.
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Inventories
Inventories are valued using a first in, first out method and
are stated at the lower of cost and net realisable value. Cost
includes expenditure incurred in the normal course of business
in bringing the products to their present location and condition.
At the end of each reporting period inventories are assessed
for impairment. If an item of inventory is impaired, the identified
inventory is reduced to its selling price less costs to complete
and sell, and an impairment charge is recognised in the income
statement. Where a reversal of the impairment is recognised,
the impairment charge is reversed, up to the original impairment
loss, and is recognised as a credit in the income statement.
Taxation
The tax expense or credit represents the sum of the tax
currently payable or recoverable and the movement in
deferred tax assets and liabilities. Current tax is based upon
taxable income for the year and any adjustment to tax from
previous years. Taxable income differs from net income in
the income statement because it excludes items of income or
expense that are taxable or deductible in other years or that
are never taxable or deductible.
Deferred tax is calculated at the latest tax rates that have been
substantively enacted by the reporting date that are expected
to apply when settled. It is charged or credited in the Income
Statement, except when it relates to items credited or charged
directly to equity, in which case it is also dealt with in equity.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the Financial Statements and the corresponding tax bases
used in the computation of taxable income, and is accounted for
using the liability method. Deferred tax liabilities and assets are
not discounted. Deferred tax liabilities are generally recognised
for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable income
will be available against which the asset can be utilised. Such
assets are reduced to the extent that it is no longer probable
that the asset can be utilised. Deferred tax assets and liabilities
are offset when there is a right to offset current tax assets and
liabilities and when the deferred tax assets and liabilities relate
to taxes levied by the same taxation authority, on either the same
taxable entity or different taxable entities, where there is an
intention to settle the balances on a net basis.
Share-based payments
The Group issues share-based payments to certain employees
and Directors. Equity-settled, share-based payments are
measured at fair value at the date of grant and expensed
on a straight-line basis over the vesting period, along with a
corresponding increase in equity. The incentives are offered to
employees of subsidiary companies and as such the value of the
share-based payments are shown as additions to investments
in the Parent Company Financial Statements. At each reporting
date, the Group revises its estimate of the number of equity
instruments expected to vest as a result of the effect of non-
market based vesting conditions. The impact of any revision is
recognised in profit or loss, with a corresponding adjustment to
equity reserves. The fair values of share options are determined
using the Monte Carlo and Black Scholes models, taking into
consideration the best estimate of the expected life of the option
and the estimated number of shares that will eventually vest.
Defined contribution schemes
Contributions to defined contribution pension schemes are
charged to the consolidated statement of comprehensive
income in the year to which they relate.
Financial instruments
Financial assets and financial liabilities are recognised in the
Statement of Financial Position when the Group becomes
party to the contractual provisions of the instrument. At initial
recognition, the Group measures a financial asset at its fair
value plus, in the case of a financial asset not at fair value
through profit or loss (FVPL), transaction costs that are directly
attributable to the acquisition of the financial asset. Transaction
costs of financial assets carried at FVPL are expensed in the
income statement. Financial assets are derecognised when the
contractual rights to the cash flows from the financial asset expire
or when the contractual rights to those assets are transferred.
Financial liabilities are derecognised when the obligation
specified in the contract is discharged, cancelled or expired.
Trade and other receivables
Trade and other receivables, and amounts owed by Group
undertakings, are classified at amortised cost and recognised
initially at fair value and subsequently measured at amortised
cost using the effective interest method (except for short-
term receivables where interest is immaterial) less provisions
for impairment. These assets are held to collect contractual
cash flows being solely the payments of the principal amount
and interest. Provisions for impairment of trade receivables
are recognised for expected lifetime credit losses using the
simplified approach. Impairment reviews of other receivables,
including those due from related parties, use the general
approach whereby 12-month expected losses are provided
for and lifetime credit losses are only recognised where there
has been a significant increase in credit risk, by monitoring the
creditworthiness of the other party.
Trade and other payables
Trade and other payables are initially measured at their fair
value and are subsequently measured at their amortised cost
using the effective interest rate method. This method allocates
interest expense over the relevant period by applying the
effective interest rate to the carrying amount of the liability.
Loans and borrowings
Interest-bearing overdrafts and invoice discounting facilities
are classified as other liabilities. They are initially recorded at
fair value, which represents the fair value of the consideration
received, net of any direct transaction costs associated with
the relevant borrowings. Borrowings are subsequently stated
at amortised cost and finance charges are charged to the
statement of comprehensive income over the term of the
instrument using an effective rate of interest. Finance charges,
including premiums payable on settlement or redemption,
are accounted for on an accruals basis and are added to the
carrying amount of the instrument to the extent that they are
not settled in the period in which they arise. Borrowings are
classified as current liabilities unless the Company has an
unconditional right to defer settlement of the liability for at
least 12 months after the reporting date.
Leases
The Group assesses whether a contract is, or contains a lease
at inception of the contract. A lease conveys the right to direct
the use and obtain substantially all of the economic benefits
of an identified asset for a period of time in exchange for
consideration. A right-of-use asset and corresponding lease
liability are recognised at commencement of the lease. The lease
liability is measured at the present value of the lease payments,
discounted at the lessee’s incremental borrowing rate specific to
the term, country, currency and start date of each lease. Lease
payments include: fixed payments; variable lease payments
dependent on an index or rate, initially measured using the index
or rate at commencement; the exercise price under a purchase
option if the Group is reasonably certain to exercise; penalties for
early termination if the lease term reflects the Group exercising
a break option; and payments in an optional renewal period if
the Group is reasonably certain to exercise an extension option
or not exercise a break option. The lease liability is subsequently
measured at amortised cost using the effective interest rate
method. It is remeasured, with a corresponding adjustment to
the right-of-use asset, when there is a change in future lease
payments resulting from a rent review, change in an index or
rate such as inflation, or change in the Group’s assessment
of whether it is reasonably certain to exercise a purchase or
extension option or not exercise a break option. The right-of-use
asset is initially measured at cost, comprising: the initial lease
liability; any lease payments already made less any lease
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3. Accounting policies (continued)
incentives received; initial direct costs; and any dilapidation
or restoration costs. The right-of-use asset is subsequently
depreciated on a straight-line basis over the shorter of the lease
term or the useful life of the underlying asset. At each reporting
date, the Group reviews the carrying amounts of its right-of-use
assets to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any).
When the Group renegotiates the contractual terms of a lease
with the lessor, the accounting depends on the nature of the
modification. If the renegotiation results in one or more additional
assets being leased for an amount commensurate with the
standalone price for the additional rights-of-use obtained, the
modification is accounted for as a separate lease in accordance
with the above policy. In all other cases where the renegotiation
increases the scope of the lease (whether that is an extension
to the lease term, or one or more additional assets being
leased), the lease liability is remeasured using the discount rate
applicable on the modification date, with the right-of-use asset
being adjusted by the same amount. If the renegotiation results
in a decrease in the scope of the lease, both the carrying amount
of the lease liability and right-of-use asset are reduced by the
same proportion to reflect the partial or full termination of the
lease with any difference recognised in profit or loss. The lease
liability is then further adjusted to ensure its carrying amount
reflects the amount of the renegotiated payments over the
renegotiated term, with the modified lease payments discounted
at the rate applicable on the modification date. The right-of-use
asset is adjusted by the same amount.
Leases of low-value assets and short-term leases of 12 months
or less are expensed to the income statement, as are variable
payments dependent on performance or usage, “out of
contract” payments and non-lease service components.
Derivatives
Derivatives are initially recognised at the fair value on the
date that the derivative contract is entered into and are
subsequently remeasured at their fair value. Changes in the fair
value of derivatives are recognised in the income statement
within finance costs or income as appropriate, unless the
derivative is designated and effective as a hedging instrument.
Derivatives are derecognised when the liability is extinguished,
that is when the contractual obligation is discharged, cancelled
or expires, and the resulting gain or loss is recognised.
Hedging arrangements
The Group applies hedge accounting in respect of forward
foreign exchange contracts held to manage the cash flow
exposures of forecast transactions denominated in foreign
currencies. As forward foreign exchange contracts are only held
to manage exchange rate exposures this means that they are
determined to have a economic relationship and are designated
as cash flow hedges of foreign currency exchange rates.
The Group also applies hedge accounting for transactions
entered into to manage the cash flow exposures of borrowings.
Interest rate swaps are held to manage interest rate exposures
and are designated as cash flow hedges of floating rate
borrowings. Changes in the fair values of derivatives designated
as cash flow hedges, which are deemed to be effective, are
recognised in other comprehensive income and accumulated in
a cash flow hedge reserve. Any ineffectiveness in the hedging
relationship (being the excess of the cumulative change of the
fair value of the hedging instrument since inception of the hedge
over the cumulative change in the fair value of the hedged
item since inception of the hedge) is recognised in the income
statement. Ineffectiveness can occur due to fluctuations in
volume of hedge item due to operational changes.
The gain or loss recognised in other comprehensive income
is recycled to the income statement when the hedged items is
purchased, sold or settled. If a forecast transaction is no longer
considered highly probable but the forecast transaction is still
expected to occur, the cumulative gain or loss recognised in
other comprehensive income is held and recognised in income
statement when the transaction occurs. Subsequent changes
in the fair value of the derivative are recognised in income
statement If, at any point, the hedged transaction is no longer
expected to occur, the cumulative gain or loss is reclassified from
the cash flow hedge reserve to income statement immediately.
The effective portion of gains and losses on derivatives used
to manage cash flow interest rate risk are also recognised in
other comprehensive income and accumulated in the cash flow
hedge reserve. However, if the Group closes out its position
early, the cumulative gains and losses recognised in other
comprehensive income are frozen and reclassified from the
cash flow hedge reserve to the profit or loss account. The
ineffective portion of gains and losses on derivatives used to
manage cash flow interest rate risk are recognised in profit or
loss within finance expense or finance income.
Share buy-back
Purchases of own shares for cancellation are made out of
distributable profits. A sum equal to the nominal value by which
the Company’s share capital is diminished on cancellation of
the shares is transferred to the capital redemption reserve.
Accounting developments
The following standards have been published for accounting
periods beginning after 1 August 2025 but have not been
adopted by the UK and have not been early adopted by the
group. These standards are not expected to have a material
impact on the entity in the current or future reporting periods:
Amendments to Classification and Measurement of Financial
Instruments; Annual Improvements to IFRS- Volume 11,
Contracts Referencing Nature-dependent Electricity, IFRS18-
Presentation and Disclosure in Financial Statements, and
IFRS19- Subsidiaries without Public Accountability: Disclosures.
4. Critical accounting estimates
and judgements
The preparation of Financial Statements requires management
to make judgements, estimates and assumptions that affect
the amounts reported for assets and liabilities as at the balance
sheet date and the amounts reported for revenues and expenses
during the period. The nature of estimation means that actual
outcomes could differ from those estimates. Each of the following
items contain significant estimates and have the most significant
effect on amounts recognised in the Financial Statements.
Inventory provisioning
The Group sells products across a range of categories and
is subject to changing consumer demands and trends. As a
result, it is necessary to consider the recoverability of the cost
of inventory and the associated provisioning required. When
calculating the inventory provision, management considers
the nature and condition of the inventory, as well as applying
assumptions around anticipated saleability of finished goods.
The carrying amount of inventory provisions at the balance
sheet date is £0.3m (2024: £0.5m). See note 17.
Customer rebates
The Group makes estimates of the amounts likely to be paid
to customers in respect of rebate arrangements. When making
these estimates, management takes account of contractual
customer terms, as well as estimates of likely sales volumes, to
determine the rates at which rebates should be accrued in the
Financial Statements. The carrying amount of rebate accruals at
the balance sheet date is £1.7m (2024: £2.0m). See note 19.
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Valuation of derivatives held at fair value
In estimating the fair value of an asset or a liability, the Group
uses market observable data to the extent it is available. Where
Level 1 inputs are not available, the Group engages third-party
qualified valuers to perform the valuation. The Group works
closely with the qualified external valuers to establish the
appropriate valuation techniques and inputs to the model. The
carrying amounts of derivatives and balance sheet currency
exposures at the balance sheet date, together with sensitivities
thereon, are disclosed in note 22.
Valuation of acquired intangibles
On acquisition of a subsidiary or business, the purchase
consideration is allocated between the net tangible and
intangible assets other than goodwill on a fair value basis, with
any excess purchase consideration representing goodwill. The
valuation of acquired intangible assets represents the estimated
economic value in use, using standard valuation methodologies,
including as appropriate, discounted cash flow, relief from royalty
and comparable market transactions. Acquired intangible assets
are capitalised and amortised systematically over their estimated
useful lives, subject to impairment review. The assumptions used
are subject to management estimation.
Impairment reviews
Goodwill and brands with indefinite useful lives are subject to
annual impairment reviews. An impairment is recognised if the
recoverable amount of an asset is estimated to be less than
its carrying amount. The recoverable amount of the Group’s
goodwill and brands has been determined by a value-in-use
calculation, the details of which are disclosed in note 14.
Accounting judgements
Revenue Recognition
Revenue Recognition is an inherently complex area of accounting
and involves significant levels of judgement in relation to
reviewing individual contracts and determining the point in time
that each performance obligation is satisfied. Control is deemed
to have passed to the customer upon delivery.
Use of Hedge Accounting
Hedge Accounting for financial instruments involves a significant
judgement in relation to the judgement that the hedging
instruments are to be used to hedge underlying transactions, and
are not being used for other purposes. Management has assessed
that its use of hedge accounting in respect of forward foreign
exchange contracts held to manage the cash flow exposures of
forecast transactions denominated in foreign currencies, and its
use of hedge accounting for transactions entered into to manage
the cash flow exposures of borrowings, is appropriate.
5. Revenue
2025 2024
Geographical split by location: £’000 £’000
United Kingdom
94,174
101,152
Europe
53,804
52,990
Rest of the World
2,157
1,355
Total
150,135
155,497
International sales
55,961
54,345
Percentage of total revenue
37%
35%
2025 2024
Analysis of revenue by brand: £’000 £’000
Salter
52,004
56,354
Beldray
37,979
34,184
George Wilkinson
7,193
1,536
Progress
5,004
5,871
Petra
3,131
2,576
Kleeneze
2,766
3,188
Other proprietorial brands
13,869
13,173
UP brands
121,946
116,882
Licensed brands (Russell Hobbs)
14,376
12,059
Own label and other
13,813
26,556
Total
150,135
155,497
2025 2024
Analysis of revenue by product: £’000 £’000
Small domestic appliances
58,981
58,119
Housewares
45,189
40,603
Laundry
18,703
18,630
Audio
12,786
15,160
Clearance
5,869
14,619
Heating and cooling
3,611
3,028
Others
4,996
5,338
Total
150,135
155,497
2025 2024
Analysis of revenue by sales channel: £’000 £’000
Supermarkets
47,050
45,409
Discount retailers
43,368
44,994
Online channels
32,715
33,974
Other
27,002
31,120
Total
150,135
155,497
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6. Non-recurring item - ERP implementation cost
Operating profit is stated after costs of £640,000 (2024: £Nil) in relation to the commencement
of a project to replace the Group’s Enterprise Resource Planning (‘ERP’) application with a new
cloud-based system, a two-year programme expected to go live in 2027. These costs have been
shown separately in the Income Statement in order to better reflect the performance of the
underlying business.
7. Operating profit
2025 2024
Operating profit is stated after charging/(crediting): £’000 £’000
Foreign exchange (gain)/loss
(415)
231
Loss on disposal of fixed asset
3
4
Depreciation of owned property, plant and equipment
1,187
1,260
Depreciation of right of use assets
914
905
Amortisation of intangible assets
45
22
Auditors’ remuneration:
Fees for audit of the Company
56
53
Fees for the audit of the Company’s subsidiaries
76
74
Total audit fees
132
127
Other assurance services
13
13
Total non-audit fees
13
13
No non-audit services were provided on a contingent fee basis.
8. Employee costs
Group
Company
2025 2024 2025 2024
£’000 £’000 £’000 £’000
Wages and salaries
14,207
14,626
283
306
Social security costs
1,481
1,360
30
36
Other pension costs
319
314
Share-based payments
16
137
Total
16,023
16,437
313
342
The average monthly number of people employed (including Directors) was:
Group
Company
Average number 2025 2024 2025 2024
of employees: Number Number Number Number
Sales staff
77
80
Distribution staff
93
103
Administrative staff
196
208
4
6
Total
366
391
4
6
Details of Directors’ remuneration and pension entitlements are disclosed in the Remuneration
Report on pages 58 to 67. Social security costs payable in respect of the Directors were £151,000
(2024: £153,000).
9. Finance costs
2025 2024
£’000 £’000
Interest on bank loans and overdrafts
1,502
1,138
Interest on lease liabilities
200
242
Foreign exchange in respect of lease liabilities (net of hedging actions)
(8)
13
Other interest payable and similar charges
(43)
(12)
Total finance cost
1,651
1,381
10. Taxation
2025 2024
£’000 £’000
Current period – UK corporation tax
1,859
3,031
Adjustments in respect of prior periods
69
243
Foreign current tax expense
286
394
Total current tax
2,214
3,668
Origination and reversal of temporary differences
(16)
226
Adjustments in respect of prior periods
44
(108)
Total deferred tax
28
118
Total tax charge
2,242
3,786
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:
2025 2024
£’000 £’000
Profit before tax
8,049
14,313
Tax charge at 25%
2,012
3,578
Adjustments relating to underlying items:
Adjustment to tax charge in respect of prior periods
113
135
Effects of expenses not deductible for tax purposes
63
53
Impact of overseas tax rates
54
20
Adjustments relating to non-underlying items:
Effects of expenses not deductible for tax purposes
4
34
Differences arising on tax treatment of shares
(4)
(34)
Total tax expense
2,242
3,786
Corporation tax is calculated at 25% (2024: 25%) 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%.
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11. 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:
2025 2024
£’000 £’000
Profit for the year
5,807
10,527
Number
Number
Weighted average number of shares in issue
87,478,678
89,213,704
Less shares held by the UPGS EBT
(2,497,631)
(2,657,123)
Weighted average number of shares – basic
84,981,047
86,556,581
Share options
1,393,056
974,498
Weighted average number of shares – diluted
86,374,103
87,531,079
Pence
Pence
Earnings per share – basic
6.8
12.2
Earnings per share – diluted
6.7
12.0
12. Dividends
2025 2024
£’000 £’000
Final dividend paid in respect of the previous year
4,208
4,289
Interim declared and paid
1,305
2,122
5,513
6,411
Per share
Pence
Pence
Final dividend paid in respect of the previous year
4.93
4.95
Interim declared and paid
1.55
2.45
6.48
7.40
The Directors propose a final dividend of 2. 15p per share in respect of the year ended
31 July 2025.
13. Investments
Company
2025
2024
£’000 £’000
Carrying value at beginning of the year
20,947
20,810
Non-reimbursed share-based payment charges
16
137
20,963
20,947
At 31 July 2025 the Company owned the following subsidiaries:
Proportion of
Voting Rights
Registered Office
Holding
and Shares Held
Nature of Business
Ultimate Products Manor Mill, Victoria Street,
Ordinary shares
100%
Supply of branded
UK Limited Oldham OL9 0DD household products
UP Global Sourcing Unit B, 13th Floor, Yun Tat
Ordinary shares
100%
Supply of branded
Hong Kong Limited Commercial Building, 70–74 household products
Wuhu Street, Hong Kong
Salter Brands Limited
Manor Mill, Victoria Street,
Ordinary shares
100%
Dormant
Oldham OL9 0DD
Ultimate Products 19 Baggot Street Lower, Dublin
Ordinary shares
100%
Dormant
Europe Limited 2, DO2 X658, Eire
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14. Intangible assets
Computer
Goodwill Trademarks Brands intangibles Total
£’000 £’000 £’000 £’000 £’000
Cost
At 1 August 2023
9,794
222
27,072
37,088
Additions
At 31 July 2024
9,794
222
27,072
37,088
Additions
136
136
At 31 July 2025
9,794
222
27,072
136
37,224
Amortisation
At 1 August 2023
85
85
Charge for year
22
22
At 31 July 2024
107
107
Charge for year
25
20
45
At 31 July 2025
132
20
152
Net book value
At 31 July 2025
9,794
90
27,072
116
37,072
At 31 July 2024
9,794
115
27,072
36,981
At 31 July 2023
9,794
137
27,072
37,003
Intangible assets primarily relate to goodwill and the Salter brand. No amortisation is charged on
the Salter brand as it is considered to have an indefinite useful life due to its proven longevity and
anticipated future profitability. The amortisation charge reflects the spreading of the cost of the
Kleeneze and Petra trademarks over these assets’ remaining expected useful lives. Goodwill and
brands acquired through business combinations have been incorporated into the existing single
segment of the Group as the acquired business from which they arise is the same as the Group’s
existing operating segment. The recoverable amount of the Group’s goodwill and brands has
been determined by a value-in-use calculation using a discounted cash flow model, based on the
latest forecasts for FY26 and a four-year projection period approved by management, together
with a terminal value. Key assumptions are those to which the recoverable amount of an asset or
cash-generating units is most sensitive. The following key assumptions were used in the base case
discounted cash flow model:
f 10.6% pre-tax discount rate (FY24: 11.6%);
f 6% per annum projected revenue growth rate in the projection period; and
f 5% per annum increase in operating costs and overheads, with the exception of payroll costs
where we expect to see the continuation of the productivity gains we have seen over the past
two years, in line with our culture of continuous improvement.
The discount rate of 10.6% pre-tax reflects management’s estimate of the time value of money and
the Group’s weighted average cost of capital, the risk-free rate and the volatility of the share price
relative to market movements. It has decreased since the previous year based on the change of
weighting between the debt and capital elements of the weighted average cost of capital.
Management believes the projected 6% revenue growth rate is appropriate and justified
based on market conditions and knowledge of the previous long-term trading history of the
business. This is lower than the 10% growth assumed in the prior year due to the current revenue
performance of the Group.
Management believe that it is appropriate to forecast in a level of productivity gains, as the
business has consistently generated these over the course of the last two years, which means
that despite a period of high cost inflation, our overall overheads have remained flat for the past
three years.
The results of the impairment testing indicate there is no impairment required. The key
assumptions were subjected to sensitivity analysis to understand how sensitive the headroom on
the recoverable amounts is to changes in the key assumptions. Based on the results of the base
case and of the sensitivity analysis performed, the Directors do not believe that any reasonably
possible changes in the value of the key assumptions noted above would cause the cash-
generating unit carrying amount to exceed its recoverable amount.
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15. Property, plant and equipment
Fixtures, Fittings Motor Right of use
and Equipment Vehicles assets Total
Cost £’000 £’000 £’000 £’000
As at 1 August 2023
8,001
56
8,068
16,125
Additions
1,300
1,300
Disposals
(647)
(647)
As at 31 July 2024
8,654
56
8,068
16,778
Additions
330
330
Disposals
(2,645)
(20)
(2,665)
As at 31 July 2025
6,339
56
8,048
14,443
Accumulated Depreciation and Impairment Losses
As at 1 August 2023
4,479
56
3,147
7,682
Charge for the year
1,260
905
2,165
Disposals
(643)
(643)
As at 31 July 2024
5,096
56
4,052
9,204
Charge for the year
1,187
914
2,101
Disposals
(2,642)
(20)
(2,662)
As at 31 July 2025
3,641
56
4,946
8,643
Carrying Amount:
As at 31 July 2025
2,698
3,102
5,800
As at 31 July 2024
3,558
4,016
7,574
As at 31 July 2023
3,522
4,921
8,443
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 2025 of £1.2m (2024: £1.7m).
Right of Use assets
Fixtures, fittings
and equipment Motor vehicles Property Total
Cost £’000 £’000 £’000 £’000
As at 1 August 2024
192
20
7,856
8,068
Additions
Disposals
(20)
(20)
As at 31 July 2025
192
7,856
8,048
Accumulated Depreciation
As at 1 August 2024
87
20
3,945
4,052
Charge
42
872
914
Disposals
(20)
(20)
As at 31 July 2025
129
4,817
4,946
Carrying Amount
As at 31 July 2025
63
3,039
3,102
As at 31 July 2024
105
3,911
4,016
96
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
16. Deferred tax
Accelerated Share-based Other timing
Intangibles allowances Hedging payment differences Total
Group £’000 £’000 £’000 £’000 £’000 £’000
As at 1 August 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
Recognised through the
statement of changes in
equity
(335)
87
(248)
Credit/(charge) in the year
(89)
29
88
28
As at 31 July 2025
6,768
448
(432)
(43)
(63)
6,678
The Directors consider that the deferred tax assets in respect of timing differences are
recoverable based upon the forecast future taxable profits of the Group. The Group has also
unrecognised deferred tax attributive of £577,000 (2024: £577,000) in respect of losses carried
forward that are not anticipated to be utilised under current conditions.
17. Inventories
2025 2024
Group £’000 £’000
Goods for resale
32,452
36,578
32,452
36,578
Inventories at 31 July 2025 are stated after provisions for impairment of £283,000 (2024: £519,000).
Inventories are pledged as security for liabilities, as referred to in note 19. Within the income
statement of the Group, £92.9m (2024: £93.8m) of inventories were recognised as an expense
within the year.
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18. Trade and other receivables
2025 2024
Group £’000 £’000
Trade receivables
25,779
28,507
Other receivables and prepayments
1,000
1,203
26,779
29,710
Trade and other receivables are denominated in Sterling, US Dollars, Euros, Canadian Dollars and
Polish Zloty. The Group’s financial assets subject to the expected credit loss model (ECL) are trade
receivables. The Group maintains a high level of credit insurance on its trade receivables and has a
history of a low level of losses thereon. Under the credit insurance policy, insured limits are applied
for on a customer account level and each customer receivable balance is compared against the
limit received. Where the customer balance exceeds or is forecast to exceed the insured limit, the
Group’s process for monitoring uninsured accounts is applied. Therefore, in measuring ECL the
Group has taken account of its low historic loss experience together with its high level of credit
insurance and reviewed the receivables on an item-by-item basis. The average age of these trade
receivables at 31 July 2025 is 59 days (2024: 64 days).
2025
2024
Up to 1 Up to 1
month past Over 1 month month past Over 1 month
due past due Total due past due Total
Group £’000 £’000 £’000 £’000 £’000 £’000
Gross trade
24,868
698
25,566
27,264
1,165
28,429
receivables (insured)
Expected credit loss
(88)
(88)
(45)
(45)
Net carrying amount
24,868
610
25,478
27,219
1,165
28,384
Gross trade
receivables
(uninsured)
300
9
309
100
23
123
Expected credit loss
(8)
(8)
Net carrying amount
300
1
301
100
23
123
Gross Trade
receivables (total)
25,168
707
25,875
27,364
1,188
28,552
Expected credit loss
(96)
(96)
(45)
(45)
Net carrying amount
25,168
611
25,779
27,319
1,188
28,507
2025 2024
Ageing of past due but not impaired receivables £’000 £’000
Less than 1 month
1,596
2,725
1–2 months
307
820
2–3 months
135
157
Over 3 months
169
211
Total
2,207
3,913
In determining the recoverability of a trade receivable, the Group considers any change in the
credit quality of the trade receivable from the date credit was initially granted up to the reporting
date, taking into account the extent of credit insurance held on the receivable. The largest trade
receivables balance with an individual customer represents 20% of the total at 31 July 2025.
The concentration of credit risk in relation to this is mitigated by credit insurance. Details of the
Group’s credit risk management policies are shown in note 22. The Group does not hold any
collateral as security for its trade and other receivables. The Group holds invoice discounting
facilities, which are secured against the Group’s trade receivables. Further information can be
found in note 20.
2025 2024
Company £’000 £’000
Amounts owed by Group undertakings
1,916
5,233
Other receivables and prepayments
11
21
Current
1,927
5,254
The credit risk of Group undertakings is estimated based on the expected recoverable amount,
taking into account the creditworthiness of the other party at the year end and any changes in
credit risk during the year. Any expected credit loss is calculated based on the general approach
as set out in IFRS 9. The Directors have determined that, following the decision to use the
Employee Benefit Trust for the satisfaction of PSP awards (see note 24), the loan from the Trust
to the Company will not be repaid resulting in an impairment charge of £0.3m (FY24: £0.3m).
98
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Overview Strategic Report Governance Financial Statements
19. Trade and other payables
2025 2024
Group £’000 £’000
Trade payables
22,529
30,363
Accruals
5,137
5,728
Other taxes and social security
2,069
2,993
29,735
39,084
Trade payables principally consist of amounts outstanding for trade purchases and ongoing
costs. They are non-interest bearing and are typically settled on 30 to 60 day terms. The
Directors consider that the carrying value of trade and other payables approximates their fair
value. Trade and other payables are denominated in Sterling, US Dollars and Euros. Ultimate
Products plc has financial risk management policies in place to ensure that all payables are paid
within the credit time frame and no interest has been charged by any suppliers as a result of late
payment of invoices during the period.
2025 2024
Company £’000 £’000
Accruals
112
58
112
58
20. Bank borrowings
2025 2024
Group £’000 £’000
Overdrafts
1,367
4,791
Revolving credit facility
5,000
Invoice discounting
6,825
8,765
Import loans
5,042
1,668
Unamortised debt issue costs
(60)
(73)
Current
18,174
15,151
Total bank borrowings
18,174
15,151
Cash
(4,063)
(4,733)
Net bank borrowings
14,111
10,418
2025 2024
Contractual undiscounted maturities: £’000 £’000
In less than one year
14,171
15,224
Between one and two years
Between three and four years
Less: Unamortised debt issue costs
(60)
(73)
Total borrowings
14,111
15,151
At the year end the Group had a net bank debt/adjusted EBITDA ratio of 1.1x (2024: 0.6x), which
represents net bank debt of £14.1m (2024: £10.4m). The Group maintains comfortable levels of
headroom within its bank facilities, with headroom at 31 July 2025 of £11.8m (2024: £16.4m). The
Group’s banking facilities comprise a revolving credit facility of £5.0m (2024: £8.2m), an import
loan facility of £15.0m (2024: £12.0m), and an invoice discounting facility with a total limit of
£25.0m (2024: £25.0m).
Current bank borrowings include a gross amount of £6.8m (2024: £8.8m) due under invoice
discounting facilities, which are secured by an assignment of and fixed charge over the trade
debtors of Ultimate Products UK Limited. Furthermore, current bank borrowings include an amount
of £5.0m (2024: £1.7m) due under an import loan facility, which is secured by a general letter of
pledge providing security over the stock purchases financed under that facility. Bank borrowings
are secured in total by a fixed and floating charge over the assets of the Group. Total bank
borrowings are net of £60,000 (2024: £73,000) of fees which are being amortised over the length
of the relevant facilities. Interest on bank borrowings is payable at a margin ranging between 1.65%
and 2.25% above the relevant bank reference rates. As the liabilities are at a floating rate and there
has been no change in the creditworthiness of either of the counterparties, the Directors are of the
view that the carrying amount approximates to the fair value.
2025 2024
Company £’000 £’000
Revolving credit facility
5,000
Unamortised debt issue costs
(60)
Current
4,940
Total borrowings
4,940
2025 2024
Contractual undiscounted maturities: £’000 £’000
In less than one year
5,000
Less: Unamortised debt issue costs
(60)
Total borrowings
4,940
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Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Report
21. Lease liabilities
The Group’s lease portfolio comprises its principal properties along with certain other fixtures,
fittings and equipment. All leases consist of fixed future payment amounts. The Manor Mill
and Heron Mill leases incorporate a break option to provide operational flexibility; all other
leases have fixed terms. Management consider the likelihood of exercising such break options
when determining the lease term. Accordingly, the lease term for Manor Mill and Heron Mill
were determined to be the full length of the lease, excluding the break option. The Paris and
Guangzhou leases are denominated in Euros and Renminbis respectively, exposing the Group to
foreign exchange risk. Euro lease outflows are met by future Euro cash inflows generated by the
business, whilst forward currency contracts are taken out to hedge the Renminbi lease outflows.
2025 2024
Group £’000 £’000
Lease liabilities less than one year
821
811
Lease liabilities greater than one year
2,601
3,436
Total discounted lease liabilities
3,422
4,247
2025 2024
Movement in leases in the year £’000 £’000
Balance brought forward
4,247
5,098
Repayments
(1,022)
(1,080)
Interest on lease liabilities
200
242
Foreign exchange revaluation
(3)
(13)
Balance carried forward
3,422
4,247
2025 2024
Contractual undiscounted maturities: £’000 £’000
Within one year
999
1,024
Greater than one year but less than two years
823
997
Greater than two years but less than five years
2,007
2,318
Greater than five years but less than ten years
525
3,829
4,864
2025 2024
Amounts recognised in profit and loss £’000 £’000
Depreciation expense on right-of-use assets
914
905
Interest expense on lease liabilities
200
242
Expense relating to leases of low value assets & short-term leases
76
99
Income from sub-leasing right of use assets
(8)
(8)
100
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
22. Financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises,
are as follows:
2025 2024
Group £’000 £’000
Trade receivables – held at amortised cost
25,779
28,507
Derivative financial instruments – carried at FVTOCI
576
Derivative financial instruments – carried at FVTPL
47
91
Trade and other payables
(27,666)
(36,091)
Derivative financial instruments – carried at FVTOCI
(1,729)
(966)
Derivative financial instruments – carried at FVTPL
(99)
(30)
Borrowings – held at amortised cost
(18,174)
(15,151)
Lease liabilities – held at amortised cost
(3,422)
(4,247)
Cash and cash equivalents – held at amortised cost
4,063
4,733
Financial assets
The Group held the following financial assets at amortised cost:
2025 2024
Group £’000 £’000
Cash and cash equivalents – held at amortised cost
4,063
4,733
Trade receivables – held at amortised cost
25,779
28,507
29,842
33,240
Financial liabilities
The Group held the following financial liabilities, classified as other financial liabilities at
amortised cost:
2025 2024
Group £’000 £’000
Trade payables
22,529
30,363
Borrowings
18,174
15,151
Other payables
5,137
5,728
Lease liabilities
3,422
4,247
49,262
55,489
Derivative financial instruments
The Group held the following derivative financial instruments as financial assets/(liabilities),
classified as fair value through profit and loss on initial recognition:
2025 2024
Group £’000 £’000
Derivative financial instruments – assets
47
667
Derivative financial instruments – liabilities
(1,828)
(996)
(1,781)
(329)
The above items comprise the following under the Group’s hedging instruments:
2025 2024
Group £’000 £’000
Foreign currency contracts
(1,828)
(544)
Interest rate swaps
111
Interest rate caps
47
104
(1,781)
(329)
Forward contracts
The Group mitigates the exchange rate risk for certain foreign currency trade debtors and creditors
by entering into forward currency contracts. At 31 July 2025, the Group was committed to:
2025
2024
Buy
Sell
Buy
Sell
USD$’000
59,400
59,000
€’000
36,500
34,000
CAD$’000
PLN’000
1,400
CNY’000
2,592
4,483
At 31 July 2025 and 2024, all the outstanding USD, EUR, PLN and CAD contracts mature within
12 months of the period end. The CNY contracts, which are held as a partial hedge on a lease
commitment, mature by August 2026. The forward currency contracts are measured at fair value
using the relevant exchange rates for GBP:USD, GBP:EUR, GBP:CAD, GBP:PLN and GBP:CNY.
Forward currency contracts are valued using level 2 inputs. The valuations are calculated using
the period end forward rates for the relevant currencies, which are observable quoted values at
the period end dates. Valuations are determined using the hypothetical derivative method, which
values the contracts based upon the changes in the future cash flows, based upon the change
in value of the underlying derivative. All of the forward contracts to buy US Dollars and some
of those to sell Euros meet the conditions for hedge accounting, as set out in the accounting
policies in note 3.
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The fair value of forward contracts that are effective in offsetting the exchange rate risk is
a liability of £1,728,000 (2024: liability of £564,000), which has been recognised in other
comprehensive income. This will be released to profit or loss at the end of the term of the
forward contracts as they expire, being £1,728,000 within 12 months (2024: £564,000 within 12
months). The cash flows in respect of the forward contracts will occur over the course of the next
12 months.
Interest rate swaps and interest rate caps
The Group has entered into interest rate swaps and interest rate caps to protect the exposure
to interest rate movements on the various elements of the Group’s banking facility. As at 31 July
2025, protection was in place over an aggregate principal of £13.2m (2024: £8.9m). At 31 July
2025, the Group had net bank borrowings of £0.9m (2024: £1.5m) not subject to interest rate
protection. All interest rate swaps meet the conditions for hedge accounting, as set out in the
accounting policies in note 3.Interest rate swaps and caps are valued using level 2 inputs. The
valuations are based upon the notional value of the swaps and caps, the current available market
borrowing rate and the swapped or capped interest rate respectively. The valuations are based
upon the current valuation of the present saving or cost of the future cash flow differences,
based upon the difference between the respective swapped and capped interest rates contracts
and the expected interest rate as per the lending agreement. The fair value of variable to fixed
interest rate swaps that are effective in offsetting the variable interest rate risk on variable rate
debt is £Nil (2024: £111,000 asset). The fair value of the interest rate caps that are effective in
offsetting the variable interest rate risk on variable rate debt is an asset of £Nil (2024: £64,000
asset), which has been recognised in other comprehensive income and will be released to profit
or loss over the term of the cap agreements. The agreements expire between 2 August 2027
and 1 March 2028. The cash flows in respect of the swaps occur monthly over the effective
lifetime of the swaps.
Reconciliation of the financial instruments to the Statement of Financial Position
2025 2024
Group £’000 £’000
Trade receivables
25,779
28,507
Prepayments and other receivables not classified as financial instruments
1,000
1,203
Trade and other receivables (note 17)
26,779
29,710
2025 2024
Group £’000 £’000
Trade and other payables
27,666
36,091
Other taxes and social security not classified as financial instruments
2,069
2,993
Trade and other payables (note 18)
29,735
39,084
The Group’s activities expose it to certain financial risks: market risk, credit risk and liquidity risk.
The overall risk management programme focuses upon the unpredictability of financial markets
and seeks to minimise potential adverse effects on the Group’s financial performance. Risk
management is carried out by the Directors, who identify and evaluate financial risks in close
cooperation with key members of staff.
a. Market risk: Market risk is the risk of loss that may arise from changes in market factors such
as interest rates and foreign exchange rates.
b. Credit risk: Credit risk is the financial loss to the Group if a customer or counterparty to
financial instruments fails to meet its contractual obligation. Credit risk arises from the Group’s
cash and cash equivalents and receivables balances. Accordingly, the possibility of material
loss arising in the event of non-performance by counterparties is considered to be unlikely.
Cash at bank is held with banks with high-quality external credit rating.
c. Liquidity risk: Liquidity risk is the risk that the Group will not be able to meet its financial
obligations as they fall due. This risk relates to the Group’s prudent liquidity risk management
and implies maintaining sufficient cash. The Directors monitor rolling forecasts of the Group’s
liquidity and cash and cash equivalents based upon expected cash flow.
Market risk
The Group’s interest-bearing liabilities relate to its variable rate banking facilities. The Group
has a policy of maintaining a portion of its banking facilities under the protection of interest rate
swaps and caps to ensure the certainty of future interest cash flows and offering protection
against market-driven interest rate movements. The Group’s market risk relating to foreign
currency exchange rates is commented on below.
Credit risk
The Group’s sales are primarily made with credit terms, exposing the Group to the risk of non-
payment by customers. The Group has implemented policies that require appropriate credit
checks on potential customers before sales are made. The amount of exposure to any individual
counterparty is subject to a limit, which is reassessed regularly by the Board. In addition, the
Group maintains a suitable level of credit insurance against its debtor book. Over the course of
FY25, on average, over 98% of its trade receivables were insured. Sales to uninsured accounts
are monitored closely with weekly forecasts prepared and reviewed with appropriate actions to
manage the exposure to credit risk.
Liquidity risk management
The Group is funded by external banking facilities provided by HSBC. Within these facilities, the
Group actively maintains a mixture of long-term and short-term debt finance that is designed to
ensure the Group has sufficient available funds for operations and planned expansions. Cash
flow requirements are monitored by short and long-term forecasts, with headroom against facility
limits and banking covenants assessed regularly.
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22. Financial instruments (continued)
Foreign currency risk management
The Group’s activities expose it to the financial risks of changes in foreign currency exchange
rates. The Group’s exposure to foreign currency risk is partially hedged by virtue of invoicing
a proportion of its turnover in US Dollars and Euros. When necessary, the Group uses foreign
exchange forward contracts to further mitigate this exposure. The following is a note of the
financial instruments denominated at each period end in US Dollars:
2025 2024
Group $’000 $’000
Trade receivables
8,748
9,184
Other receivables
85
Net cash and overdrafts
7,469
5,404
Import loans
(6,673)
(2,142)
Invoice discounting
2,177
Trade payables
(25,684)
(33,425)
(16,140)
(18,717)
The effect of a 20% strengthening of Sterling at 31 July 2025 on the foreign denominated
financial instruments carried at that date would, all variables held constant, have resulted in an
increase to total comprehensive income for the period and an increase to net assets of £1.5m
(2024: £1.8m). A 20% weakening of the exchange rate, on the same basis, would have resulted in
a decrease to total comprehensive income and a decrease to net assets of £2.3m (2024: £2.7m).
The following is a note of the financial instruments denominated at each period end in Euros:
2025 2024
Group €’000 €’000
Trade receivables
11,039
12,566
Other receivables
22
Net cash and overdrafts
(1,454)
(927)
Invoice discounting
(8,786)
(9,104)
Trade payables
(1,096)
(1,383)
Lease liabilities
(165)
(368)
(462)
806
The effect of a 20% strengthening of Sterling at 31 July 2025 on the foreign denominated
financial instruments carried at that date would, all variables held constant, have resulted in an
increase to total comprehensive income for the period and an increase to net assets of £0.1m
(2024: £0.1m decrease to net assets). A 20% weakening of the exchange rate, on the same basis,
would have resulted in a decrease to total comprehensive income and a decrease to net assets
of £0.1m (2024: £0.1m increase to net assets).
The Directors have shown a sensitivity movement of 20% as, due to the current uncertainty given
the current economic climate, this is deemed to be the largest potential movement in currency that
could occur in the near future. Financial instruments denominated in Canadian Dollars and Polish
Zloty are not significant and therefore do not pose a significant foreign exchange exposure.
Interest rate risk management
Interest rate risk is the risk of increased costs arising from movements in interest rates
impacting the Group’s liabilities. Interest on financial instruments is classified as fixed rate if
interest resets on the instruments are less frequent than once every 12 months. Interest on
financial instruments is classified as variable rate if interest resets on the instruments occur
every 12 months or more frequently.
All of the Group’s bank borrowings are variable rate. The Group is exposed to cash flow interest
rate risk on its bank overdrafts, revolving credit facility, invoice discounting and import loans
to the extent that they are used. The Group has interest rate caps to mitigate the exposure of
interest rate movements as described above. The Group’s interest-bearing financial assets and
liabilities at the balance sheet date were as follows:
2025
2024
Fixed Variable Total Fixed Variable Total
Group £’000 £’000 £’000 £’000 £’000 £’000
Cash and cash equivalents
4,063
4,063
4,733
4,733
Bank borrowings
(18,234)
(18,234)
(15,224)
(15,224)
(14,171)
(14,171)
(10,491)
(10,491)
The Group considers that a 100 basis points movement in interest rates is a reasonable measure
of volatility. The effect on profit before tax of a 100 basis points increase in interest rates on
the variable rate balances as at 31 July 2025 would be a reduction of £83,000 (31 July 2024:
£65,000 reduction). The effect on profit before tax of a 100 basis points decrease in interest
rates on the variable rate balances as at 31 July 2025 would be an increase of £163,000 (31 July
2024: £101,000 increase).
Capital risk management
The Group is funded by equity and loans. The Group’s objective when managing capital is to
maintain adequate financial flexibility to preserve its ability to meet financial obligations, both
current and long term. The capital structure of the Group is managed and adjusted to reflect
changes in economic conditions. The Group funds its expenditure on commitments from existing
cash and cash equivalent balances, primarily received from existing bank facilities and profits
generated. There are no externally imposed capital requirements. Financing decisions are made
based upon forecasts of the expected timing and level of capital and operating expenditure
required to meet the Group’s commitments and development plans.
Fair value estimation
The carrying value less impairment provision of trade receivables and payables are assumed to
approximate to their fair values because of the short-term nature of such assets and the effect of
discounting liabilities is negligible. The Group is exposed to the risks that arise from its financial
instruments. The policies for managing those risks and the methods to measure them are
described earlier in this note.
Maturity of financial assets and liabilities
All of the Group’s non-derivative financial liabilities and its financial assets at the reporting date are
either payable or receivable within one year, except for lease liabilities as disclosed in note 21.
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23. Share capital & reserves
2025 2024 2025 2024
Allotted, called up and fully paid £’000 £’000 No. of shares No. of shares
At 1 August
221
223
88,628,572
89,312,457
Share buy-backs
(5)
(2)
(2,298,440)
(683,885)
At 31 July
216
221
86,330,132
88,628,572
The 0.25p Ordinary Shares carry rights to dividends and other distributions from the Company,
as well as carrying voting rights.
Following approval at the General Meeting on 2 May 2024, the Company commenced a share
buy-back programme. During the year, the Company purchased 2,298,440 Ordinary Shares of
0.25p each (2024: 683,885 Ordinary Shares of 0.25 each) at a total cost of £2.3m (2024: £1.0m),
including costs of £23,000 (2024:£10,000). The average price paid for these repurchased shares
was 99 pence per share (2024: 145 pence per share). The repurchased shares were cancelled
during the year.
Capital redemption reserve: The nominal value of shares bought back by the Company.
Share premium: Consideration received for shares issued above their nominal value net of
transaction costs.
EBT reserve: The cost of shares repurchased and still held at the end of the reporting period by
the UPGS EBT.
Share-based payment reserve: The cumulative share-based payment expense.
Hedging reserve: Gains and losses arising on forward currency contracts and on fixed to floating
interest rate swaps that have been designated as hedges for hedge accounting purposes.
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24. 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, 129 (2024: 118) 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 £16,000 (2024: £137,000).
Weighted Weighted
average average
Sharesave scheme (SAYE)
2025
exercise price
2024
exercise price
Outstanding at the beginning of the period
806,628
£1.09
882,215
£0.91
Granted during the period
1,182,126
£0.51
553,532
£1.05
Lapsed during the period
(580,859)
£1.12
(136,159)
£1.14
Exercised during the period
(7,639)
£1.10
(492,960)
£0.70
Outstanding at the end of the period
1,400,256
£0.61
806,628
£1.09
Exercisable at the end of the period
18,023
£0.74
Weighted Weighted
average average
Performance share plan (PSP)
2025
exercise price
2024
exercise price
Outstanding at the beginning of the period
791,428
£0.00
1,339,687
£0.00
Lapsed during the period
(32,972)
£0.00
(145,220)
£0.00
Exercised during the period
(71,174)
£0.00
(403,039)
£0.00
Outstanding at the end of the period
687,282
£0.00
791,428
£0.00
Exercisable at the end of the period
166,482
£0.00
38,535
£0.00
Weighted Weighted
average average
Deferred share award (DSA)
2025
exercise price
2024
exercise price
Granted during the period
119,554
£0.00
Outstanding at the end of the period
119,554
£0.00
Exercisable at the end of the period
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
(2024: 0.25p–120p), and the weighted average remaining contractual life was 3.8 years (2024: 4.2
years). The fair value of options granted during the year was £573,000 (2024: £250,000).
The Black-Scholes pricing model is applied on the granting dates of options.
Black-Scholes option pricing model
DSA 2024 SAYE 2025
27 Nov 2024 4 Dec 2023
Closing share price
£1.23
£0.64
Exercise price
£0.00
£0.51
Risk-free interest rate
4.75%
3.90%
Expected life of option (years)
4
3
Volatility
35.80%
42.35%
Dividend yield
12%
12%
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).
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)
2025
exercise price
2024
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 2025 and 31 July 2024 the share price had not met the hurdle price referred to
above and, as a result, no shares were under option.
105
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Report
25. Related party transactions
Remuneration of key management personnel, considered to be the Directors and other senior
management of the Group is as follows:
2025 2024
£’000 £’000
Short-term remuneration
2,245
2,188
Other pension costs
56
47
Share-based payments
20
393
No balances were outstanding at the end of either period and the maximum balance outstanding
during these periods was £nil. Additionally, Directors purchased goods from the Group during the
year to 31 July 2025 and the total for all Directors amounted to £855 (2024: £483). Consultancy
fees paid to Directors were £Nil (2024: £3,250).
2025 2024
£’000 £’000
Transactions with related companies:
Lease payments to Heron Mill Limited
388
388
Lease payments to Berbar Properties Limited
180
180
The above companies are related due to common control and Directors. Barry Franks, Andrew
Gossage and Simon Showman are Directors of Heron Mill Limited. Barry Franks (15 ordinary
shares of £1.00 each), Simon Showman (50 ordinary shares of £1.00 each) and A&T Property
Investments Limited (20 ordinary shares of £1.00 each) are also shareholders of Heron Mill
Limited. Andrew Gossage is a Director of A&T Property Investments Limited. Barry Franks is
a Director and the sole shareholder of Berbar Properties Limited. There were no outstanding
balances with related companies or businesses at 31 July 2025 or 31 July 2024.
106
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Statements
Shareholder information
Five-year summary (unaudited)
2025
£’000
2024
£’000
2023
£’000
2022
£’000
2021
£’000
Revenue 150,135 155,497 166,315 154,191 136,367
Cost of sales (115,288) (115,043) (123,568) (115,836) (106,136)
Gross profit 34,847 40,454 42,747 38,355 30,231
Administrative expenses (25,147) (24,760) (25,631) (22,074) (20,205)
Profit from operations 9,700 15,694 17,116 16,281 10,026
Finance costs (1,651) (1,381) (1,132) (842) (518)
Profit before taxation 8,049 14,313 15,984 15,439 9,508
Income tax (2,242) (3,786) (3,398) (3,069) (2,195)
Profit for the period 5,807 10,527 12,586 12,370 7,313
Non-GAAP performance measures
2025 2024 2023 2022 2021
Adjusted EBITDA (£’000) 12,505 18,022 20,214 18,750 13,291
Adjusted EBITDA margin (%) 8.3% 11.6% 12.2% 12.2% 9.7%
Adjusted profit before
taxation (£’000)
8,705 14,450 16,821 15,842 11,150
Adjusted profit after
taxation (£’000)
6,299 10,630 13,261 12,722 8,727
Adjusted earnings per
share (p)
7.4 12.3p 15.4p 14.7p 11.1p
107
Ultimate Products Annual Report 2025
Overview Strategic Report Governance Financial Report
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
Ultimate Products plc
Manor Mill
Victoria Street
Oldham
OL9 0DD
+44 (0) 161 627 1400
www.upplc.com