Annual Report and

Accounts 2022

Passionate

about cooking

ProCook Group plc Annual Report and Accounts 2022

ProCook is the UK’s leading direct-to-consumer

specialist kitchenware brand. Operating a direct-to-

consumer business model, designing, sourcing, and

retailing a high-quality range of cookware, kitchen

accessories and tableware we provide customers with

exceptional value for money with our price promise of

being at least 30% cheaper than comparable products

from other brands.

We sell our ranges directly through our own proprietary website,

www.procook.co.uk, and through 55 own-brand retail stores, located

across the UK in popular leisure-based destination retail centres.

Our products are also available in Germany and France with delivery

options extending to Belgium, Austria, Luxembourg, the Netherlands,

and Poland.

Founded over 25 years ago as a family business, selling cookware sets

by direct mail in the UK, ProCook has grown into a market leading,

multi-channel specialist kitchenware company, employing over 700

colleagues, and operating from our Head Office in Gloucester.

Our purpose

Sharing our passion

forcooking

Our mission

To become the customers’

first choice for kitchenware

1 UK Kitchenware market growth (excluding ProCook) calculated using

weekly GfK data and management estimates

Performance highlights

Financial and strategic highlights

• Strong revenue growth of +29.5% (+78.0%

vs FY20), with retail stores re-opened

following the end of Covid-19 restrictions,

and our UK website up +250.3% vs

FY20, highlighting the strength of our

multichannel proposition

• LFL revenue growth of 32.1% (+123.5%

vs FY20) and opened eight new stores

during the year

• Outperformed the UK kitchenware market

(by +36.0%pts)

; consistently taking market

share with substantial future opportunities

to continue to penetrate the UK market

• Growth in active customers of +74.9% YoY.

Attracted 723,000 new customers

• Increased 12-month repeat rates to 25.5%

(+6.9% YoY)

• Strong gross margins of 65.1%, down YoY

as expected after impact of supply chain

cost pressures

• Underlying PBT of £9.5m (FY21: £8.3m)

reflecting shift back to more normal

operating costs post-pandemic

• New £10m revolving credit facility

secured in April 2022 increasing total

facilities to £16m. Year-end net debt of

£1.8m (FY21: net cash £3.1m)

• Great place to Work Certification

awarded in year

• Carbon neutral for Scope I and II

emissions, developing roadmap to Net

Zero including scope III

• Successful IPO with ProCook Group

plc listing on the premium segment

of the London Stock Exchange on

12 November 2021

• Final dividend of 0.9p proposed by the

Board, reflecting our strong financial

performance in the year

Revenue £m/

Growth %

£38.8m

39.5%

£69.2m

29.5%

£53.4m

37.5%

Underlying PBT

£m/%

£1.7m

4.3%

£9.5m

13.7%

£8.3m

15.5%

363

723

417

New customers

acquired ’000

482

974

557

Number of active

customers ’000

12 month repeat

rate%

17.1%

25.5%

18.6%

£23.8m

61.2%

£45.0m

65.1%

£35.9m

67.2%

Gross Profit £m/

Margin %

ProCook Group plc Annual Report and Accounts 2022

Visit our website at:

www.procookgroup.co.uk

Contents

Highlights

Why Invest in ProCook

At a Glance

Our History

Chairman’s Statement

Strategic Report

Our Marketplace

Our D2C Business Model

Our Strategy

Key Performance Indicators

CEO’s Review

CFO’s Review

Engaging with our Stakeholders

Sustainability

Task Force on Climate-Related

Financial Disclosures (TCFD)

Risk Management

Going Concern, Viability and

s172(1) Statement

Our Governance

Chairman’s Letter

Board of Directors

Governance Framework

Division of Responsibilities

Nomination Committee Report

Audit and Risk Committee Report

Directors’ Remuneration Report

Directors’ Remuneration Policy

The Annual Report on Remuneration

Directors’ Report

103

Statement of Directors’ Responsibilities

Our Financial Statements

106

Independent Auditors’ Report

114

Consolidated Income Statement

115

Consolidated Statement of Financial

Position

116

Consolidated Statement of Cash Flows

117

Consolidated Statement of Changes

in Equity

118

Consolidated Financial Statements

Accounting Policies

130

Notes to the Consolidated Financial

Statements

153

Parent Company Statement of

Financial Position

154

Parent Company Statement of

Changes in Equity

155

Parent Company Financial Statements

Accounting Policies

158

Parent Company Notes to the

Financial Statements

162

Contacts and Advisors

Why Invest in ProCook

We’re passionate about cooking and on a mission to become the customers’ first choice for

kitchenware. We are the UK’s leading direct-to-consumer (“D2C”) specialist kitchenware

brand with considerable opportunity to develop and grow our customer base.

Market

Attractive market dynamics

with a fragmented competitive

landscape in the UK and

overseas

D2C Brand

D2C business model and own

brand offer provides a significant

competitive advantage, with control

of the entire customer journey

Infrastructure

Well invested infrastructure

provides an agile and scalable

platform for growth

Growth

Clear strategy for sustainable

long term growth through

customer acquisition and

retention, channel and

category development

Financials

Track record of revenue

growth, with strong product

and operating margins, and

cash generation

Management

Highly experienced

management team, with a

strong entrepreneurial and

family-oriented heritage creating

an ambitious growth culture

ProCook Group plc Annual Report and Accounts 2022

At a Glance

Where we operate

In the UK, our customers can shop with us in 55

of our stores located in leisure-based designer

outlets, destination retail centres and garden

centres. Offering our customers unrivalled choice,

convenience, and the opportunity to pick up and

test our products, they will be greeted by our

knowledgeable and helpful colleagues to help

them find exactly what they’re looking for.

Our customers can also shop with us at our

dedicated website www.procook.co.uk. As well as

being easy and intuitive to use, our online shopping

experience provides our customers with our

latest great offers, as well as next-day delivery as

standard when ordering before 7 pm, and for free

when spending over £50.

In 2021, ProCook opened its new Cookery School,

located above the new ProCook Tottenham Court

Road store in central London, providing a fantastic

facility for individuals and groups to develop their

own passion for cooking, and allowing ProCook to

develop digital content for marketing and customer

engagement.

Designer outlet centres

Garden centres

Destination retail

Head Office

55 2

Stores nationwide Distribution centres

covering 91,000 sq.ft.

578k 4.8

Parcels sent

in FY22

Excellent-rated

on Trustpilot

1600 700

Individual

kitchenware products

Colleagues sharing a

passion for cooking

0 0

Carbon emissions

forhome delivery

Waste to landfill

(in our central

operations)

ProCook Group plc Annual Report and Accounts 2022

At a Glance CONTINUED

Cookware

Offering superb quality, durability

and functionality for a better cooking

experience, our cookware has a range

to suit everyone.

Kitchen accessories

From professional quality kitchen

knives to niche kitchen gadgets, our

extensive accessories range offers

everything for the home cook.

Tableware

Our expanding tableware range

includes stylish dinnerware to suit all

tastes and budgets, as well as drinkware

and accessories for every occasion.

British Design

Products are designed and refined by

our in-house design team

Guaranteed Quality

ProCook offers excellent-quality

products with strong guarantees

Why Pay More?

ProCook targets savings of at least 30%

compared to other leading brands

The Promise

Our products

At ProCook, we’re passionate about creating high-quality products that appeal to a broad range of

customers. Designed in-house, our extensive, stylish range of cookware, kitchen accessories and tableware

products deliver our customers superb functionality and high levels of performance in the kitchen.

Enabled by our direct-to-consumer model, our pricing strategy targets savings of at least 30% for the

customer compared to similar-quality products from other brands, so we’re able to offer excellent-quality

products that are built to last, all at great value.

Our purpose and mission

ProCook is focused on delivering sustainable and profitable growth,

creating long-term value for our customers, communities, colleagues

andour shareholders.

Our purpose and brand proposition

Sharing our passion for cooking

We design and

source beautiful

products at

great value

We create

inspirational

and memorable

experiences for

customers

We offer friendly,

knowledgeable

service customers

can trust

Our mission and strategic priorities

Our mission is to be the customers'

first choice for kitchenware

01 Attract, engage and retain more customers

02 Develop our customer proposition

03 Build on our foundations

Awards and memberships

Rated excellent

Over 81,000 reviews

Direct Commerce

Awards

Winner 2021

The Sunday

Times HSBC

International

Track 2021

Living wage

employer

Great place

to work

Official Woodland

Trust partner

ProCook Group plc Annual Report and Accounts 2022

1996

Professional Cookware Company

founded by the O’Neill Family

1999

Opened first designer outlet centre

store in Mansfield offering extended

kitchenware ranges

2005

Transactional website launched, with

a focus on proprietary platforms

2008

Rebranded to ProCook –

beginning the transition

to selling own-brand

direct-sourced products

exclusively

ProCook began its journey over 25 years ago, as a family business selling cookware sets

by direct mail in the UK.

The first sales were made through an advert in the Good Food Magazine featuring a 12-piece stainless steel

cookware set which retailed at £199. The pan set was sourced directly from the Far East and over 350 orders

were placed from that single page advertisement. The O’Neill family founders had spotted an opportunity in

the marketplace to offer high-quality, great-value, kitchenware products directly to the consumer.

ProCook Group plc Annual Report and Accounts 2022

Our History

2016

Began trading on AmazonDE,

followed by Amazon FR one year later

2019

Acquired Steamer Trading, adding

scale and national footprint

2020

Accelerated online trading in

response to the Covid-19 pandemic

2021

Listed on Premium Segment of the London

Stock Exchange on 12 November 2021

Opened 8 new stores in the UK, taking

total retail estate to 55 stores

ProCook Group plc Annual Report and Accounts 2022

Greg Hodder

Chairman

I am pleased to report on our

first annual results as a publicly

listed company. The year has

been challenging in many ways;

however, the business has

made considerable progress.

During the year, we significantly

grew our customer base,

delivered another record sales

performance, and expanded

our store portfolio and product

range, whilst also completing our

initial public offering (‘IPO’).

I would like to thank all of our

ProCook team, suppliers and

partners on behalf of the Board

for their energy and dedication

to continually improving our

customer proposition.

The return to a more normal

life for our customers following

the Covid-19 restrictions which

dominated so much of the

previous two years offered a

welcome boost to trading in

the year as our retail stores

re-opened. Fortunately, the

impact of the Omicron variant,

which resulted in lower footfall

during quarters three and four,

was relatively short lived. Global

supply chain disruptions have

continued to present multiple

and complex challenges and

our buying, logistics and supply

chain teams have had to work

tirelessly to resolve these whilst

we also invested in inventory to

protect availability for customers

during this period.

The more recent onset of the

significant inflation and cost of

living pressures has presented

new challenges for our business,

as well as for our customers,

colleagues and suppliers.

However, we are confident that

our strategy and proposition will

deliver sustainable, profitable

growth over the medium to

longer term, and we are highly

focussed on emerging from

these near-term headwinds as

an even stronger business.

We have a clear purpose to

share our passion for cooking,

and our mission to become

the customers’ first choice for

kitchenware drives our focus

on raising brand awareness,

attracting new customers and

increasing the lifetime value of

customers. Excellent progress

has been made with these key

strategic objectives over the

last year.

Governance

As a Board, we are committed

to the highest standards of

corporate governance, and I am

very pleased to now be working

with our Non-Executive Directors

– David Stead, Gillian Davies

and Luke Kingsnorth – each of

whom have brought deep and

highly relevant sector experience

and skills to the Group, since we

formed the Board in October

2021, prior to the IPO.

The Board is working very well

with the Executive Directors

and wider Leadership Team,

balancing a healthy challenge

on strategic, operational and

governance matters, with

pragmatic knowledge-sharing

and support to help achieve our

strategic ambitions.

Sustainability

ProCook is committed to

doing theright thing with

a long-standing focus on

improving sustainability and

I am encouraged by the

progress made in this area over

We have a clear purpose to

share our passion for cooking,

and our mission to become

the customers’ first choice for

kitchenware drives our focus.”

“

ProCook Group plc Annual Report and Accounts 2022

Chairman’s Statement

the last year. Having already

reportedcarbon neutral status for

Scope I and II emissions during

the year, the Leadership Team

are now completing the work to

establish the roadmap of actions

needed to mitigate Scope III

emissions and achieve Net Zero

by our target date of 2030, whilst

also further eliminating waste

across the business including

single-use plastics.

Additionally, the group has been

recognised as a “Great Place to

Work” during the year, testament

to the efforts to create an

inclusive, engaging and caring

workplace. We also continue to

support a number of important

community initiatives.

Our Chief Executive Officer, in

his review, sets out more detail

about this important topic and

the next steps we will take. I am

pleased to witness the high level

of engagement right across the

business towards sustainability

as a whole, and as a Board we

are committed to reducing our

impact on the environment and

creating an even better place

to work.

Dividend

As a result of the Group’s strong

performance in the year and our

confidence in the Group’s ability

to deliver sustainable, profitable

growth over the medium to

longer term, and in line with

our capital allocation policy, the

Board is pleased to recommend

a final dividend of 0.9p per share.

Subject to approval at the AGM,

payment is expected to be made

in late September.

Outlook

It is clear that the current macro

environment is extremely

challenging and is having

significant impacts on consumer

behaviour. However, ProCook

offers exceptional value across

different price points, and our

market opportunity remains

highly attractive. We are

financially strong, with a flexible

and resilient business model and

we are continually enhancing

our customer proposition and

marketing activities.

By focusing our efforts on

the core organic UK market

opportunity in the short term,

we are confident that we can

emerge from these difficult

market conditions in a stronger

position to capture the clear

opportunities ahead of us.

Greg Hodder

Chairman

4 August 2022

73.8%

growth in active customers

0.9 pence

final dividend per share

ProCook Group plc Annual Report and Accounts 2022

12 Our Marketplace

14 Our D2C Business Model

16 Our Strategy

18 Key Performance Indicators

20 CEO’s Review

24 CFO’s Review

29 Engaging with our Stakeholders

35 Sustainability

42 Task Force on Climate-Related

Financial Disclosures (TCFD)

46 Risk Management

58 Going Concern, Viability and

s172(1) Statement

Strategic

Report

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

1 UK Kitchenware market size data (presented in retail selling prices including VAT) is sourced from analysis by Euromonitor in their

“Homewares in the UK” report dated May 2022. ProCook market share data is estimated by ProCook based on these market sizes.

Macroeconomic landscape

The current UK consumer environment has

deteriorated significantly and rapidly over recent

months driven by rising inflation, reaching +9.1%

in May 2022, causing a cost-of-living squeeze

as domestic budgets are impacted by increased

energy, fuel and grocery prices, compounded by

higher interest rates and taxes.

The two key macro-economic causes are the

legacy of Covid-19 disruption in manufacturing and

supply chains, and the Russian war on Ukraine.

Consumer confidence has deteriorated to record

low points, worse than the 2008 financial crisis

and the height of the Covid-19 pandemic. Many

economists are predicting this inflationary pressure

has not yet peaked, and there is much uncertainty

around how long this will last.

Against this backdrop, consumers are increasingly

having to make difficult choices about where to

spend and how to cut back. This has already had

wide-ranging adverse effects on the Retail sector

as a whole.

A large and fragmented

kitchenware market

provides opportunity

for growth

Our primary market is the UK

kitchenware market which

is large and fragmented

providing ProCook a significant

opportunity for growth.

Euromonitor

estimate the

market size was £3.4bn in the

calendar year 2021, growing

by +7.8%. We estimate that our

share of this market increased

to 2.2% in 2021 (2020: 1.7%).

Between 2015 and 2019

(being the last full year prior

to the impact of Covid-19),

the industry grew steadily at

a compound annual growth

rate (CAGR) of +1.6% and has

historically remained resilient

during economic downturns. In

2020, the market contracted

by -6.8% driven by the enforced

store closures to counter the

spread of Covid-19. Whilst

ecommerce sales grew

significantly, sporadic access

to retail, exacerbated by major

supply chain issues reduced

sales as consumers were

unable to access products

and brands conveniently and

consistently.

Following this decline, growth

of +7.8% in 2021 was driven

by the full reopening of retail

stores from April 2021 onwards,

as consumers continued to

place increased value on their

home environments, spending

significantly more time cooking

and entertaining at home.

Looking forward, Euromonitor

estimates that UK sales of

kitchenware in 2025 will grow

to £4.0bn, representing a CAGR

of +3.1% from 2019 supported

by sustained interest in cooking

and entertaining at home as

consumers on average will

spend more time at home

compared to pre-pandemic.

Stronger growth potential will

be restrained by the inflationary

macro environment which will

drag on consumer’s disposable

incomes.

We note that whilst this market

size forecast is largely driven

by price effects rather than

volume in the next two to three

calendar years, the heightened

uncertainty in the consumer

environment mean that such

forward-looking expectations

should be taken with a degree

of caution.

ProCook’s wider market

opportunities include small

kitchen electricals which we

understand has a market size

in the UK in excess of £1bn, as

well as overseas EU markets

including Germany, France and

the Netherlands which together

had a kitchenware market size

of approximately £8bn in 2020.

ProCook market

share (2021)

2.2%

UK kitchenware

market size (2021)

£3,395m

Market in-store

sales mix (2021)

72.8%

3,000

3,200

3,400

3,600

3,800

4,000

4,200

£m

2015

3,159

2016

3,173

2017

3,226

2018

3,313

2019

3,368

2020

3,150

2021 2022e 2023e 2024e 2025e

3,395

3,615

3,776

3,992

4,034

2015-2019 CAGR of 1.6%

2019-2025 CAGR of 3.1%

UK kitchenware market size

ProCook Group plc Annual Report and Accounts 2022

Our Marketplace

Cookware

Cookware, comprising stove-top and ovenware

products, had a market size of £881m in 2021 and

we estimate we grew our share to 3.5% in 2021

(2020: 3.2%). Cookware is ProCook’s heritage

category, our range features quality products at

good, better, best price points to suit customers’

needs, tastes and cooking preferences.

Kitchen accessories

Kitchen accessories, comprising kitchen utensils

and food storage products, had a market size

of £603m in 2021 and we estimate our share

increased to 4.3% in 2021 (2020: 3.2%). As a

kitchenware specialist our broad range of utensils,

knives, and other kitchen accessories provide

choice, convenience and great value for customers.

Tableware

This category is ProCook’s newest, and comprises

dinnerware, cutlery and beverageware. With

a market size of £1.9bn in 2021, this presents a

significant opportunity for growth as our share is

still small; we estimate that we increased our share

to 0.9% in 2021 (2020: 0.5%). We see continued

opportunity to expand and develop our ranges and

attract more customers to ProCook in this category.

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

500

600

700

800

900

1,000

2015

782

1.2% 1.2% 1.5% 2.0% 2.6% 3.2% 3.5%

2016

792

2017

815

2018

844

2019

857

2020

807

2021

881

ProCook share (%) Cookware Market (£m)

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

300

400

500

600

700

800

2015

517

1.4% 1.5% 1.6% 1.8% 2.5% 3.2% 4.3%

2016

526

2017

543

2018

568

2019

587

2020

561

2021

603

ProCook share (%) Kitchen Accessories Market (£m)

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1,500

1,600

1,700

1,800

1,900

2,000

2015

1,860

0.1% 0.1% 0.1% 0.2% 0.3% 0.5% 0.9%

2016

ProCook share (%) Tableware Market (£m)

1,855

2017

1,869

2018

1,901

2019

1,924

2020

1,783

2021

1,912

Consumer trends

Increase in home cooking

The impact of the pandemic has resulted in a

substantial and sustained increase in home-

cooking and home-entertaining as consumers

spent more time in their homes, and continue

to do so with home-working remaining far more

common-place. Publicly available research

indicates that 91%

of consumers expect to

continue to cook at home either as much, or more

than they did during the pandemic.

The current cost of living pressures are creating

significant challenges for consumers. We expect

that the trend of eating-in versus out is likely to

remain in play at least for the short to medium term

as eating-out becomes increasingly expensive.

Ecommerce growth

Physical retail still has a significant role to play

in kitchenware providing a setting for customers

to test, seek advice and take products home the

same day. Currently more than 70% of kitchenware

sales are still completed in a store environment.

However, ecommerce sales of kitchenware have

grown significantly during the last few years,

and we expect this trend to continue as younger

generations of customers who are typically more

at ease purchasing online, form a larger part of the

sales mix.

Sustainability

Customers are increasingly aware of a brand’s

sustainability credentials and are making more

sustainable choices in their own lives. This is likely

to become increasingly important for ProCook as

brands compete to retain newly acquired millennial

consumers, a group whose interest in kitchenware

grew during the pandemic.

The durability of our products which are designed

to last many years, alongside our focus on reducing

our environmental footprint is important for our

customers. The progress we have already made

is giving us more confidence to be more vocal

about our existing credentials in our messaging to

customers.

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

Our resources

Our Purpose

Sharing our passion for cooking

Our brand

We offer beautiful high-quality products at

great value, accompanied by high levels of

service and inspiration, allowing us to generate

loyal customers for the long term. We are still

increasing awareness of our proposition to

a wider customer group and there remains

a significant opportunity to raise our profile

further in the years ahead.

Our people and culture

Our culture reflects our family heritage. Our

people and teams are agile, collaborative

and customer-focused. With high colleague

engagement, our people are loyal and

committed to continually developing our brand

and customer proposition.

Our supply chain

Product ranges are designed, sourced and

refined by our in-house design and purchasing

teams. We direct-source all of our products

from our manufacturing suppliers through long

term partnerships, many of which have grown

since the business first began. We operate two

distribution centres ourselves to service our

retail stores and home delivery operations. Our

new DC and office facility which we expect to

open in FY23, will provide additional capacity for

continued growth.

Our retail estate

Our retail stores are geographically spread

throughout the UK and offer our customers

a convenient and inspirational shopping

experience, with the opportunity to seek advice

from our knowledgeable colleagues and to trial

products in store. Located in leisure-based retail

destinations (designer outlet centres, garden

centres and regional shopping centres) our

stores are profitable and act as brand beacons,

helping to raise awareness.

Our technology

Our proprietary technology, developed in-house

over 15 years with in-built customer data and

analytics capabilities, supports our operations

and provides a strong platform for continued

growth. Our systems and website channels

are maintenance-light and are continually

developed by our own Technology team,

allowing us to deliver customer and operating

enhancements rapidly. We use best-in-class,

third-party tools to augment our own platforms

where appropriate.

As a direct-to-consumer brand, we have complete control of

routes to market and our customer proposition enabling us

to offer beautiful products at great value for our customers.

Our resilient and scalable model is supported by our

well-invested infrastructure, our remarkable people and our

culture which has supported our continued growth.

How we create value for customers

• Cutting out the middlemen; great quality products at lower prices

• Designing product ranges to offer durability and excellent performance

• Warranties of up to 25 years, offering peace of mind

• Excellent-rated service both in our stores and for home delivery with

next-day delivery as standard

• Inspiration including recipe ideas, “how to” guides and cookery school

lessons helping improve skills in a hands-on, relaxed atmosphere in

central London

Our activities

Our ingredients for success

We help create

inspirational and

memorable experiences

for our customers

We design and source

beautiful products at

great value

Engaging our

customers

We love to cook, and we’re

passionate about sharing this

with our customers. Attracting,

engaging and retaining

customers is a key focus for us

in driving continued growth.

Our focus on service excellence

across all touchpoints helps

ensure customers are well

looked after. We engage with

our customers via social media,

email and other media channels

and increasingly in our Cookery

School.

Product design and

development

Our in-house design teams

work closely with our suppliers

on initial design through

to product enhancement.

Our teams focus on quality,

functionality, durability and

sustainability, and style to

create products our customers

can enjoy for many years.

We launch new products

throughout the year, typically

refreshing our range by 25%

each year.

Our Purpose Sharing our passion for cooking

ProCook Group plc Annual Report and Accounts 2022

Our D2C Business Model

Sharing our passion for cooking

Sustainable value creation

How we deliver long-term profitable growth

• Continued growth in customer acquisition and retention

• Controlling pricing and promotional activity, including product

launches and replacement cycles in a way that is not possible in a

wholesale model

• Maintaining strong product and channel operating margins

• Monitoring marketing spend and return on investment

• Managing our cost base carefully, ensuring that we are being as

efficient as possible

• Investing for long-term growth with careful business case consideration

Our customers

We cut out the middlemen by designing and

direct-sourcing our products ourselves, and

operating our own routes to market, delivering

better quality products for customers at lower

prices. Through our D2C model, we save the

customer at least 30% against comparable

products from competitor brands. Our customers

benefit from great advice in our retail stores,

along with the ability to trial and test products,

and our home delivery service offers next day

delivery as standard.

Our people

As a certified Great Place to Work

company, we

are committed to treating our people well and we

continually listen to our colleagues to find ways

to improve our business for the long term. Our

colleagues are key to our success, and we are

committed to paying all colleagues at least the

Real Living Wage, promoting diversity and inclusion,

and supporting wellbeing and development.

We provide workplaces which are collaborative

and safe spaces and encourage and support our

colleagues to give back to our local communities.

Our suppliers

Many of our supplier relationships are long

established, and we’re committed to working in a

transparent and fair way. With our increased focus

on manufacturing standards and responsible

sourcing, we are supporting our supplier partners

to achieve higher standards for their own people,

communities and the planet we all live in.

Our communities

Locally we support a number of initiatives

including the Going the Extra Mile (GEM) Project

in Gloucestershire and a local women’s refuge.

During FY22 we raised funds and donated

products to support families in Ukraine. We

continue to support Life’s a Beach, a charity which

supports the eradication of single-use plastics

from British beaches and the promotion of

reusable products.

Our shareholders

Our focus is firmly on developing our business,

and doing so in the right way, to deliver long

term profitable growth. We are committed to

our dividend policy of returning excess cash to

shareholders. The Board have recommended a

final dividend in respect of FY22 of 0.9p per share.

We offer friendly,

knowledgeable service

customers can trust

Sourcing and supply

chain management

Working with our suppliers,

primarily in the Far East,

we bring new products to

the market and maintain

high availability across the

range. Our supply chain

teams manage the ordering,

shipping and importing,

right through to delivery

into our stores and to

customers’ homes, via our

two distribution centres in

Gloucester.

Routes to market

Ecommerce

Our Ecommerce teams manage our

trading and customer experience across

our platforms including the UK website,

and our cookery school website. We

merchandise products using high quality

imagery produced in our photography

studio to inspire our customers.

Retail

Our Retail offer provides a convenient

and inspirational setting for customers to

seek advice, browse the range, and select

products to take home today. Our stores

are clean and uncluttered, and well-

stocked, showcasing good/better/best

product ranges effectively so customers

can make the right choice.

ProCook Group plc Annual Report and Accounts 2022

Strategic Report

Becoming the

customers’

first choice for

kitchenware

Our mission is to become

the customers’ first choice

for kitchenware, creating

sustainable and long

term value for all our

stakeholders.

We have a clear strategy

to raise awareness of the

exceptional value and

service proposition we offer,

growing our customer base,

and sharing our passion for

cooking.

Our strategic priorities

Attracting, engaging and retaining more

customers

Growing brand awareness and market share through engagement

and inspiration

Developing our proposition

Continually improving our product and service offer,

across all channels

Building on our foundations

Committed to creating an even better place to work, reducing our

environmental footprint and investing for profitable growth

Our ingredients for success

We design and source

beautiful products at

great value

We create inspirational

and memorable

experiences for

customers

ProCook Group plc Annual Report and Accounts 2022

Our Strategy

How we will move forward

• Create and share inspirational digital content using our own

Cookery school

• Develop brand campaigns that resonate with customers

• Enhancing our digital marketing capabilities

• Utilise our rich customer data more effectively

• Extend and improve existing ranges especially in tableware

• Intense focus on service-excellence across all customer

touchpoints

• Develop new categories to create more reasons to shop with

us including small kitchen electricals

• Improve customer experience online, making it easier to shop

with us

• Develop our Retail estate, adding more locations, and

increasing the size of our stores to better showcase product

• Entering into additional overseas markets at the right time

• Open our new Distribution Centre to improve efficiency and

add capacity for growth

• Continually develop our Tech capabilities to support

operations and customer insight

• Create a fantastic new office environment for our colleagues,

improving personal development and collaboration

across teams

• Improve how we engage with, listen and learn from our

colleagues

• Develop and implement our roadmap to Net Zero emissions

by 2030

• Further eliminate waste, and develop our product ranges to

be more sustainable

We offer friendly,

knowledgeable service

customers can trust

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

Financial KPIs

Total revenue

£m and %

Performance

Total revenue of £69.2m

reflects continued

strong sales growth

of 29.5% (+78.0% vs

FY20) with retail stores

re-opened following

the end of Covid-19

restrictions, and our UK

website up +250.3% vs

FY20. This highlights

the strength of our

multichannel proposition,

as we significantly

outperformed the UK

Kitchenware market by

+36.0%pts

Why this measure

matters

Total revenue is an

important indicator

of how ultimately

successful we have been

in attracting and retaining

customers, and offering

high-quality, great value

products accompanied

by excellent service

across all of our channels.

Link to strategy

Becoming customers’ first

choice for kitchenware

Developing our

customer offer

1 UK Kitchenware market

growth (excluding

ProCook) calculated

using weekly GfK data

and management

estimates

£38.8m

39.5%

£69.2m

29.5%

£53.4m

37.5%

The Board monitors a range of financial and non-financial measures to assess performance and to determine remuneration

targets for senior management.

Gross profit

£m and %

Performance

Gross profit increased

to £45.0m (FY21:

£35.9m) driven by our

continued sales growth.

As expected, our strong

gross margins reduced

to 65.1% (-210bps YoY)

primarily as a result of

the considerable global

supply chain challenges

which led to higher

marine freight costs.

Why this measure

matters

This measures our

success in sourcing

high quality products

which offer customers

great value (with pricing

targeting savings of

at least 30% less than

comparable products

from competitor

brands), whilst still

achieving strong gross

margins to support the

business model.

Link to strategy

Becoming customers’ first

choice for kitchenware

Developing our

customer offer

£23.8m

61.2%

£45.0m

65.1%

£35.9m

67.2%

Underlying Profit

Before Tax

£m and % of revenue

Performance

Underlying Profit Before

Tax increased to £9.5m

representing 13.7% of

revenue (FY21: £8.3m,

15.5%) reflecting a

return to a more normal

Ecommerce mix as Retail

stores reopened, and

a more normal level of

operating costs post-

pandemic.

Why this measure

matters

This measure highlights

the underlying profit

performance of the

Group and demonstrates

our ability to deliver long-

term profitable growth.

Link to strategy

Developing our

customer offer

Build on our

foundations

2 Further information on

how Underlying Profit

Before Tax is calculated is

set out on page 114.

£1.7m

4.3%

£9.5m

13.7%

£8.3m

15.5%

Free cash Flow

£m

Performance

Free cash flow of -£3.0m

in FY22 includes £2.2m of

cash outflows in relation

to the IPO, net capital

expenditure of £3.8m

(FY21: net proceeds

of £3.1m) and £3.2m

investment in net working

capital (FY21: £3.9m)

to protect inventory

availability during

the current period of

increased global supply

chain disruption.

Why this measure

matters

This measure is useful

to understand the level

of free cash generated

which could be retained

for future investment

by the business,

utilised to repay any

debt or distributed to

shareholders.

Link to strategy

Developing our

customer offer

Build on our foundations

3 Further information on

how Free Cash Flow is

calculated is set out on

page 26.

£1.0m

£(3.0)m

£8.2m

Customer KPIs

Number of new

customers

(‘000)

Performance

The Group attracted

723,000 new customers

to shop with ProCook

during FY22, +73.8% more

than in FY21, continuing

the trend of attracting

more customers each

year. New customers are

those who shopped with

ProCook for the first time

in the year and at that

point first registered their

customer details on our

customer database.

Why this measure

matters

Attracting new customers

to shop with ProCook

is a strategic priority as

we continue to increase

brand awareness in

the markets in which

we operate. The Board

monitors this measure

as an indicator of both

the effectiveness of

the Group’s marketing

activities, and the growth

of the brand’s profile in

the marketplace.

Link to strategy

Becoming customers’ first

choice for kitchenware

Attract, engage and

retain more customers

363

723

417

ProCook Group plc Annual Report and Accounts 2022

Key Performance Indicators

Number of active

customers (L12M)

(‘000)

Performance

During FY22 the number

of active customers in the

last 12 months increased

to 974,000 (+74.9% YoY)

reflecting the combined

effect of new customers

acquired in the year and

increasing repeat rates.

Of these customers,

251,000 were repeat

customers originally

acquired in previous

periods (FY21: 141,000).

Why this measure

matters

This measure of the

Group’s active customer

database is important as

an indicator of continued

penetration into the

markets we operate in.

This database allows

ProCook to understand

shopping behaviours and

better target marketing

activities.

Link to strategy

Becoming the customers’

first choice for

kitchenware

Attract, engage and

retain more customers

482

974

557

12-month

repeat rate %

Performance

Our customers’ 12-month

repeat rate improved

+6.9 percentage points

year on year to 25.5%

reflecting strong

progress made to re-

engage customers and

the increasing mix of

Ecommerce customers

which have a higher

repeat rate than Retail

customers.

Why this measure

matters

We use this metric to

understand the Group’s

ability to retain customers

and as an indicator of the

Group’s ability to increase

the lifetime value of

customers.

Link to strategy

Becoming the customers’

first choice for

kitchenware

Attract, engage and

retain more customers

17.1%

25.5%

18.6%

These Key Performance Indicators (KPIs) provide a range of information pertinent to the Group’s strategic mission to be the

customers’ first choice for kitchenware whilst also considering financial performance and the delivery of sustainable and

profitable growth. Furthermore, they reflect People and Environmental measures which the Board considers to be critical to

our long-term success by making ProCook an even better place to work and by reducing our environmental footprint.

Trustpilot

score

(max 5)

Performance

During the year we

have retained our 4.8

excellent-rated Trustpilot

score with over 81,000

reviews now received by

the Group.

Why this measure

matters

The Group uses the

Trustpilot review service

to gain valuable customer

service and product

feedback. These reviews

provide other customers

confidence in our overall

brand proposition.

Link to strategy

We offer friendly,

knowledgeable service

customers can trust

We design and source

beautiful products at

great value

4.8

Environmental Social Governance KPIs

Colleague

engagement

score %

Performance

Our inaugural colleague

engagement survey

which was completed in

November 2021 provided

an overall engagement

score of 77%. Historically

engagement was

assessed across the

business at different

points in the year. We

have now created

consistent approach to

measure our progress

each year.

Why this measure

matters

This is important to us

as colleague feedback

helps us to understand

what we are doing well

and what we need to

improve. Our colleagues

are key to our long-term

success.

Link to strategy

Make ProCook an even

better place to work

77%

n/a

emissions

intensity

tCO

/£1m of Revenue

Performance

emissions intensity

reduced further in FY22

to 6.5 tonnes of CO

per £1m of revenue

generated by the Group.

The Group appointed

a new ESG Director in

2021 to increase the

level of focus on this

important topic.

Why this measure

matters

ProCook is committed

to doing the right

thing, and reducing

our environmental

footprint is a key part

of this. This measure

highlights how well

we’re doing in reducing

harmful greenhouse gas

emissions.

Link to strategy

Reduce our

environmental footprint

4 CO

emissions are

defined as emissions

from all Scope I and II

activities relating to the

Group’s operations.

26.2

6.5

8.1

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

Over the last year we

have made considerable

progress in developing our

customer proposition and

direct-to-consumer model.

I am pleased with our trading

performance and the strategic

progress we have made during

what has been a challenging

period. Despite these challenges,

our business is now much

larger and stronger than pre-

pandemic, with more customers

and significantly improved sales

andprofits.

The Group has achieved a great

deal during the last year in

pursuit of our mission to become

the customers’ first choice for

kitchenware, and I would like

to personally thank all of our

people and partners, who have

accomplished so much together

over recent years.

Current market conditions

have changed rapidly due to

rising inflation and the cost-of-

living squeeze, with consumer

confidence deteriorating to

lows not seen for many years.

We have adjusted quickly to

the reality of this new trading

environment, but uncertainty

remains around how prolonged

this difficult trading environment

may be.

Despite this backdrop, as a

direct-to-consumer kitchenware

specialist, our attention remains

on providing our customers

with great products, exceptional

value and the best possible

service. We are confident that

our proposition will continue

to attract new customers to

ProCook and that we can cater

for all budgets and tastes, with

our commitment to creating

exceptional value through pricing

which is at least 30% cheaper

than comparable products from

competitor brands.

We are energised by the longer

term opportunities we see ahead

of us to develop the ProCook

brand and our sharpened

focus on the core UK market

opportunity during these difficult

times, will give us the capacity

to reinforce and strengthen our

market position and customer

proposition, leaving us better

placed to capture wider

growth opportunities as trading

conditions improve.

Performance in FY22

Strong trading momentum

We are pleased with our strong

revenue growth of 29.5% in

FY22, which represented a

+78.0% increase on FY20 (pre-

pandemic) and a compound

annual growth rate exceeding

+30% over the last five years.

This performance reflected our

consistent outperformance of

the UK kitchenware market,

which enabled us to further grow

our market share.

Early in the year we were

pleased to re-open our Retail

stores following the disruption

and closures related to Covid-19

restrictions in the previous

financial year. Our like for like

Retail revenue was +69.3%

compared to FY20 supported by

strong conversion and increased

average transaction values.

Additionally, we opened eight

new stores during the year (and

closed two) in retail destination

locations extending our retail

portfolio to 55 stores, as well

as launching our first Cookery

School on Tottenham Court

Road, London.

Our Ecommerce performance

reflected two key factors;

the shift back to retail-based

shopping by consumers and the

strategic exit of the Amazon UK

Marketplace at the end of June

2021. Whilst total Ecommerce

revenue declined by -18.9% as

The Group has achieved a

great deal during the last

year in pursuit of our mission

to become the customers’

first choice for kitchenware

and our attention remains

on providing our customers

with great products,

exceptional value and the

best possible service.”

“

Daniel O’Neill

Chief Executive Officer

ProCook Group plc Annual Report and Accounts 2022

CEO’s review

a result of these factors, our like

for like Ecommerce revenue

remained up +197.1% compared

to FY20 reflecting the step

change in performance achieved

through our own website.

Gross margin declined by

-210bps year on year due to the

continued global supply chain

disruption and the higher costs

incurred to import products.

During the year revenue growth

was driven by volume and

product mix as we chose to hold

our pricing to maximise value

for customers. We maintained

our disciplined focus on our cost

base throughout the year, whilst

investing in specific initiatives to

support our growth ambitions.

We delivered underlying profit

before tax of £9.5m (FY21: £8.3m)

after the return to a more normal

level of operating costs post-

pandemic, higher central costs

reflecting our becoming a plc,

and as we continued to invest for

long term growth.

Customer first focus

drives growth

As a direct-to-consumer

business, our customers’

experience is key to our

continued success and we are

pleased to have retained our

excellent-rated Trustpilot score

of 4.8. Our growth opportunity

is significant and successfully

attracting and retaining

customers is our highest

strategic priority.

During the year we accelerated

new customer acquisition,

attracting 723,000 new

customers to shop with ProCook

(+73.8% year on year). Our active

customer database reached

974,000 customers at the end

of the year (+74.9% year on year)

and our total customer database

was approximately 3.2 million

customers.

Additionally, we have made

strong progress with customer

retention activities including

improved re-targeting, better

email collection in-store

and enhanced customer

segmentation, resulting in our

12-month repeat purchase

rate increasing during the

year to 25.5% (FY21: 18.6%). In

Ecommerce this rose by +3.8%

points to 27.9%, and in Retail by

+4.3% points to 21.4%.

Average Transaction Values

(ATV) continued on an upward

trajectory driven by the customer-

focused improvements we have

made. In Retail we increased

overall value for customers

through add-on items and

enhanced product training for our

colleagues with ATV increasing

to £35 (+7.3% year on year). In

Ecommerce, we have improved

the overall shopping experience

on our website with improved

navigation tools, increased

payment options and redesigned

product landing pages.

Ecommerce ATV increased to £67

(+8.9% year on year) which was

also supported by the higher mix

of customers transacting on our

own direct website.

Focused on sustainability

Our business has always been

focused on doing the right

thing, and we are pleased

with the progress we have

made in the last 12 months.

723,000

new customers

123%

Yo2Y LFL

The appointment of our ESG

Director this year has helped

us gain further momentum in

the implementation of our ESG

strategy.

We are committed to making

ProCook an even better place

to work and were delighted to

be certified as a Great Place

to Work

during the year as

well as receiving two awards

from the UK’s Best Workplaces

for being ranked 60 in the top

100 large organisations and

being ranked 45 in the top

100 large organisations for

Colleague Wellbeing. We have

made good progress with our

B Corp application. Of course,

there is more to do, and we

will be shortly launching a new

colleague advisory panel to

help us listen more and capture

feedback and ideas from right

across the business.

We are passionate about

reducing our environmental

footprint and our partnership

with The Woodland Trust to

mitigate unavoidable Scope I and

II emissions has enabled some

of our colleagues to utilise their

“Great Causes” day (which we

offer all colleagues) to support

replanting activities in the UK.

We have taken further steps

to eliminate single use plastics

in our operations and now

have minimal plastic product

packaging left in our ranges.

Having now developed our

environmental management

framework we are finalising our

roadmap to achieve Net Zero

emissions (including scope III) by

our target date of 2030.

As a responsible employer and

corporate citizen, we continue to

promote equality, diversity and

inclusion, and our work with the

GEM Project, supports people

in Gloucestershire overcome

challenges to employment and

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

helps them move closer towards

or into work. In March we were

awarded the Gloucestershire

Inclusive Employer award.

We began participation in the

Disability Confident Committed

scheme this year, and plan to

move this forward another level

in the coming months.

Becoming the customers’

first choice for

Kitchenware

Well positioned in a large

market opportunity

The UK kitchenware market in

which we operate in is large and

typically quite stable. Experience

tells us that the market is

relatively resilient in difficult

economic times as consumers

eat out less and entertain more

in their homes.

As a direct-to-consumer

specialist retailer, our business

model allows us to offer

customers exceptional value

through our high quality direct-

sourced products, designed by

our own team, and which span a

range of styles and price points

to suit individual needs, tastes

and budgets. These value for

money credentials, accompanied

by our conveniently located

stores and strong service,

provide a level of resilience to

the current macro challenges.

In our core UK market, we

have a significant opportunity

to raise brand awareness and

increase market share, which we

estimate was 2.2% in 2021, as we

pursue our mission to become

the customers’ first choice for

kitchenware.

Attract, engage and retain

more customers

Prompted recall of the ProCook

brand is still below 40% in the UK

(with some of our competitors

enjoying over 70%).

Our opportunity to raise

customer’s awareness of what

we offer is therefore significant.

Showcasing our passion for

cooking through ‘how to’ guides,

recipes and lifestyle content

combined with our quality

product range and leading

pricing will allow us to inspire

and engage our customers.

Having recently welcomed our

new Chief Marketing Officer,

Angela Porter, we are now

refreshing our brand marketing

strategy. We will be accelerating

our top-of funnel campaign

activity utilising digital content,

much of which we will create in

our own cookery school which

doubles as a studio and media

hub. We are optimising our paid

media activities implementing

automated bidding and

integrating customer data to

deliver enhanced conversion

tracking.

We are in the process of

implementing a powerful new

customer experience platform

which will also serve as our email

service provider. We will use this

new technology to drive forward

our retention marketing activities.

We will improve segmentation

of customers cohorts, enhance

our targeting and re-targeting

activities across our sales

channels and introduce greater

personalisation all whilst gaining

valuable and deep insights into

customer behaviour and activity.

Developing our proposition

We are committed to developing

our own ecommerce platforms

to enable us to engage more

effectively and directly with our

customers. As a result, we expect

to withdraw from our remaining

Amazon EU activities during

the next few months in order to

focus fully on this priority.

Our own website already

performs well, as our recent

benchmarking exercise

conducted by external specialists

has concluded, however we

have identified where we can

make further improvements,

and we have developed an

experimentation roadmap for

user experience and conversion

optimisation in the months

ahead. We are planning to

migrate the website to the new

codebase that we developed for

the EU during FY22 to benefit

from improved site speed,

enhanced security and reduced

ongoing development time.

Focusing on the UK first will

deliver benefits more quickly and

allow us to optimise the website,

ready for when we choose to roll

out Ecommerce trading to new

territories.

Our 55 retail stores, which are

designed to inspire customers,

provide a convenient opportunity

to test, seek advice and take

products home the same day.

Our focus in the short term is

on the key retail metrics that

drive performance, so we are

rolling out further training for

our colleagues and elevating

our customer service focus. In

the year ahead we are planning

to open approximately four

new stores in the UK, as well as

relocating at least two stores to

larger sites within existing retail

centres to provide more space

to better display product ranges,

particularly tableware.

Our comprehensive product

range across Cookware, Kitchen

Accessories and Tableware

has over 1,600 SKUs which are

ProCook own-brand, designed

by us and direct-sourced from

our manufacturing partners.

ProCook Group plc Annual Report and Accounts 2022

CEO’s review CONTINUED

We construct ranges within

clear price and quality/feature

hierarchies providing customers

choice over what suits their

needs best. We are committed

to our pricing model, saving the

customer at least 30% against

comparable products from

competitor brands, and are

confident that this offers our

customers exceptional value for

money. Looking ahead we are

excited by the opportunity to

extend our Tableware offer as

we further penetrate this large

segment of the kitchenware

market. Equally, we expect to

launch the first phases of our

new ranges of Kitchen Electricals

within the coming year, which

will provide another reason for

our existing customers to shop

again with ProCook and allow

us to attract new customers to

the brand.

Building on our foundations

The rapid growth of the business

over recent years has meant our

head office working space and

logistics efficiency has been

compromised. We are very

much looking forward to moving

into our new BREEAM certified

Distribution Centre and HQ

later in FY23. This will improve

efficiency and capacity in our

logistics operations and provide

an inspiring environment for our

colleagues to flourish and teams

to collaborate, pushing us on

to greater achievements in the

years ahead.

Our proprietary technology

platforms support our operations

across the business and coupled

with best-in-class third-party

technologies, allow us to be

nimble, efficient and highly

customer-oriented. We have

a full development roadmap

for the year ahead, including

the implementation of the

new customer experience

platform, migration to our

new codebase for our UK

website, improvements to our

warehouse management system

and security enhancements,

alongside continual website

performance improvements.

We remain fully committed to

investing in our infrastructure

and foundations to ensure we

have an agile and scalable

platform that will support future

growth.

Current Trading

andOutlook

Based on GfK data we estimate

the UK Kitchenware market

contracted during the first

quarter of our FY23 financial

year by approximately -12%. In

light of this macro-economic

backdrop, our exceptional

outperformance of the market in

the first quarter of last year which

provides tough comparatives

(FY22 Q1: Total revenue +84.9%,

LFL revenue +96.7%, UK revenue

excluding Amazon +143.3%), and

our strategic exit of Amazon

UK in June 2021, our sales

performance in the first quarter

of FY23 has declined year

on year. Revenue in the UK,

excluding Amazon, was -9.0%

year on year, outperforming the

market, and +49.9% compared to

Q1 FY20. Total revenue in the first

quarter of £11.4m was -21.6% year

on year, but +35.5% compared to

Q1 FY20 (pre-pandemic).

The rapid deterioration in

the consumer and macro

environment means that we

have now had to adjust and

re-prioritise our focus. We

are well placed to manage

these current challenges with

a strong financial position, a

resilient business model, a

clear strategy for sustainable

and profitable growth, and a

customer proposition focused

on exceptional service, quality

and value. We will continue

to invest in the initiatives that

will drive our brand forward,

making ProCook a stronger,

more sustainable business for all

of our stakeholders and with a

sharpened focus on our core UK

market in the short term.

In line with our recent trading

update on 10 June 2022, the

Board expects that revenue for

FY23, will be broadly in line with

the last year, with underlying

profit before tax of between

£4-6m, reflecting ongoing

investment in future growth,

cost inflation and a return to a

more typical seasonal second

half weighting. We are confident

that the Group remains well

placed to capture increased

share of its large and growing

market and deliver medium to

long term growth and value to all

stakeholders.

Daniel O’Neill

Chief Executive Officer

4 August 2022

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

Revenue

FY222

£m

YoY growth

Yo2Y growth

Revenue 69.2 29.5% 78.0%

Ecommerce 32.3 (18.9%) 124.9%

Retail 36.8 171.9% 50.5%

LFL Revenue 55.0 32.1% 123.5%

Ecommerce 31.0 (2.2%) 197.1%

Retail 24.0 140.7% 69.3%

We have delivered

another strong financial

performance in FY22,

despite the increasingly

challenging market

backdrop. Revenue grew

by 29.5% to £69.2m as

we continued to grow

our market share, and

underlying profit before

tax of £9.5m represents

13.7% of revenue. We have

continued to invest, with the

long term in mind, in areas

that will support sustainable

and profitable growth and

the achievement of our

strategic priorities.”

“

Dan Walden

Chief Financial Officer

Total revenue in FY22 (the 52-

week period ending 3 April 2022)

increased by +29.5% to £69.2m

(FY21, the 53-week period

ending 4 April 2021: £53.4m).

Compared to FY20, total revenue

growth was +78.0%, reflecting

like for like growth of 123.5%.

We have continued to grow

our market share, significantly

outperforming the UK

Kitchenware market. Based on

our analysis of weekly GfK data,

our year-on-year growth was +36

percentage points ahead of the

market. Based on Euromonitor’s

updated total UK kitchenware

market size for 2021 calendar

year

, weestimate that our share

of the market grew from 1.7% in

2020 to 2.2% in 2021.

Ecommerce revenue decreased

by -18.9% to £32.3m (FY21:

£39.9m) reflecting the strategic

decision we took at the end of

June 2021 to exit the UK Amazon

marketplace which reduced our

overall Ecommerce revenue by

-£6.8m (-17.2%). Revenue from

own website declined by just -1.5%

year-on-year, remaining +250.3%

compared to pre-pandemic

performance in FY20, despite the

return of customers to physical

retail stores very early in the year.

Retail revenue grew by +171.9% to

£36.8m (FY21: £13.5m), benefiting

from the stores being open for

almost all of the year (Covid-19

restrictions in FY21 meant that

our stores were only open for

approximately 50% of the year).

On a two-year like-for-like basis,

revenue in existing stores in

FY20 grew by +69.3%. During the

year we opened eight new stores

in destination retail centres and

closed two high street stores

increasing our retail store estate

to 55 stores.

Gross profit

We delivered gross profits of

£45.0m in FY22 (FY21: £35.9m)

maintaining strong gross margins

of 65.1% (FY21: 67.2%), despite

choosing to hold selling prices

to maximise value for customers,

whilst in the midst of significant

global supply chain challenges.

The cost impact of increased

marine freight costs during the

year was approximately -200bps

year-on-year.

Prior year adjustment

Following careful review of

the costs associated with

transporting inventory to its

final selling location we have

concluded that it is appropriate

to recognise such costs within

gross profit. We have adjusted

for this in the current and prior

year to aid comparability. This

adjustment has reduced gross

1 In the May 2022 “Homewares in the UK report” from Euromonitor the 2020 UK Kitchenware

market size has been revised downwards, as a result of subsequently obtaining more

accurate and complete historic numbers for the full year, to £3.1bn from £3.6bn as reported

in April 2021.

ProCook Group plc Annual Report and Accounts 2022

CFO’s Review

margin in FY22 by approximately

-210bps (FY21: approximately

-140bps). A corresponding

credit has been made to reduce

operating costs resulting in nil

net effect on profits in either

financial year.

Operating expenses and

other income

Underlying operating expenses

net of other income

Total underlying operating

expenses net of other income

were £35.9m (FY21: £26.2m)

representing 51.9% of sales (FY21:

49.0%). This growth in costs

was driven by a number of key

factors:

1. Year-on-year effect of

existing retail stores fully

reopening: +£5.7m

2. New costs in relation the net

six new stores opened in the

year: +£1.7m

3. Variable costs in relation

to continuing ecommerce

channels as cost per

acquisition returned to

more normal pre-pandemic

levels: +£0.7m

4. Variable cost savings from

the exit of the UK Amazon

marketplace: -£0.6m

5. New headcount related costs

in central functions to support

growth: +£0.7m

6. Additional spend on brand

marketing to increase

customer awareness: +£0.9m

7. Other central overhead cost

increases including audit

and professional fees, IT and

facilities: +£0.7m

Retail costs benefited from the

continued property rates ‘holiday’

during the year by approximately

£1.3m. This temporary relief came

to an end in April 2022.

Other income

Total other income of £0.4m in

FY22 (FY21: £2.8m) relates to the

Government’s Coronavirus Job

Retention Scheme and Business

Rates Relief scheme which

came into effect during the

pandemic whilst our stores (as

‘non-essential’ retail stores) were

closed for significant periods of

time. These have been included

in the above explanations on a

net basis as they relate directly

to operating costs in relation to

our Retail stores.

Non-underlying operating

expenses

Non-underlying operating

expenses in FY22 of £9.4m

include non-recurring costs

in relation to the IPO of £2.7m

(2021: £nil) and costs in respect

of employee share-based IPO

awards of £6.7m (2021: £nil).

Expenses in relation to these IPO

awards are expected to continue

through relevant vesting periods

to FY25, albeit these costs

reduce over time.

Operating profit

Total underlying operating profit

for the period was £9.2m (FY21:

£9.7m). The significant change

in channel mix year on year, as

retail fully re-opened, resulted

in a large year on year shift in

channel profitability. Ecommerce

operating profitability declined

from 35.5% of revenue to 24.9%

as demand reduced and costs

per acquisition rose back to

pre-pandemic levels. Retail

profitability doubled from 13.1% of

revenue to 26.2%, benefiting from

the significant growth in sales year

on year. The total operating profit

from our Ecommerce and Retail

channels combined was £17.7m

(FY21: £15.9m) an +11.1% increase.

This growth was offset by the

investment in brand marketing

and other central costs as set

out below.

£m FY22 FY21

Underlying operating profit

Ecommerce 8.1 14.1

Retail 9.6 1.8

Central costs (8.5) (6.2)

Total 9.2 9.7

Underlying operating profit % of revenue

Ecommerce 24.9% 35.5%

Retail 26.2% 13.1%

Central costs (12.3%) (11.7%)

Total 13.3% 18.2%

ProCook Group plc Annual Report and Accounts 2022

Strategic Report

Total reported operating loss,

after the £9.4m of non-underlying

costs relating to the IPO in the

current year was -£0.2m (FY21:

profit of £9.7m).

Profit and earnings

per share

Underlying profit before tax

was £9.5m representing 13.7% of

revenue (FY21: £8.3m, 15.5%).

During the year there was a net

gain of £0.3m (FY21: -£1.4m net

loss) in respect of financial items

in the period. Financial items

included interest expenses on

lease liabilities and borrowings

of -£0.6m (FY21: -£0.5m) offset

by unrealised gains of +£0.9m on

derivatives and foreign exchange

differences on the translation of

dollar denominated assets and

liabilities, (FY21: -£0.9m loss).

After non-underlying costs, we

reported a profit before tax of

£0.1m (FY21: £8.3m). Reported loss

after tax was £0.1m (FY21: £6.4m

profit).

The effective tax rate based on

underlying profit before tax was

20.0% (FY21: 22.5%).

Earnings per Share

Underlying basic earnings per

share for the year increased to

7.34 pence (FY21: 6.42 pence) and

underlying diluted earnings per

share increased to 6.76 pence

(FY21: 5.92 pence).

Reported basic earnings per share

for the year were (0.01) pence

(FY21: 6.42 pence) and reported

diluted earnings per share were

(0.01) pence (FY21: 5.92 pence).

Cash generation and net

cash/debt

The Group had a free cash

outflow of £3.0m in the current

period (FY21: inflow of £8.2m) and

ended the year with net debt of

£1.8m (FY21: net cash £3.1m).

£m FY22 FY21

Reported profit before tax 0.1 8.3

Depreciation, amortisation, impairment and

profit/loss on disposal

4.1 3.8

Share based payments 5.8 –

Finance expense 0.6 0.5

Unrealised FX (gains)/losses (1.1) 0.9

Net working capital outflow (3.2) (3.8)

Tax paid (2.0) (2.0)

Net operating cash flow 4.3 7.7

Net capital expenditure (3.8) 3.1

Interest (0.6) (0.5)

Payment of lease liabilities (2.9) (2.1)

Free Cash Flow (3.0) 8.2

Cash and Cash equivalents 3.8 5.9

Borrowings (5.5) (2.8)

Net (Debt)/ Cash (1.8) 3.1

The lower reported operating

profit in the year includes

the £9.4m of non-underlying

expenses which resulted in

£2.2m additional cash outflows

compared to FY21.

Our increased net working

capital position resulted in a

cash outflow of £3.2m in the

year (FY21: £3.8m) reflecting

our continued investment in

inventory to protect trading

and ensure strong levels of

availability during this period of

global supply chain disruption.

Inventory on hand at the year-

end (excluding inventory in

transit) was £15.2m (FY21: £8.1m)

up +86.4% year on year. Total

inventory at the year-end was

£16.8m (FY21: £10.1m). The

increase in inventory was partly

offset by higher trade and other

payables including a higher VAT

payable (£1.9m), as a result of

the Group’s creation of a VAT

Group earlier in the year, which

will be paid early in the new

financial year.

Net capital expenditure of £3.8m

in the year primarily related to

the eight new stores opened

during the year including

the new Cookery School at

Tottenham Court Road, London.

In the prior year, there was a net

capital expenditure cash inflow

of £3.1m after net proceeds of

£5.1m in relation to the sale and

leaseback of the head office site

in Gloucester.

Tax payments of £2.0m (FY21:

£2.0m) reflect payments

in advance based on the

anticipated full year current tax

charge, which has reduced as we

have finalised our assessment of

disallowable costs and share-

based awards in relation to the

IPO and completed our transition

to IFRS as part of the year end

close. As at 3 April 2022, we

have a current tax asset of

£0.3m which is currently being

recovered.

Banking agreements

After the year end, on 20 April

2022, the Group entered into

an agreement for a committed

£10m Revolving Credit Facility

(RCF) to provide additional cash

headroom to support operational

and investment activities. This

facility expires in April 2025 and

ProCook Group plc Annual Report and Accounts 2022

CFO’s Review CONTINUED

has two one-year extension

options. The terms of the facility

are consistent with normal

practice and include covenants

in respect of leverage (net

debt to be no greater than 2.0x

EBITDA) and fixed charge cover

(EBITDAR to be no less than 1.7x

fixed charges). Both covenants

are calculated on a pre-IFRS 16

basis. The Group’s ability to meet

these covenants has been stress

tested as part of going concern

and viability considerations,

which is described in more detail

elsewhere in this report.

As part of this new agreement,

the Group has retained its

access to the existing £6.0m

trade finance facility (although

this is now an uncommitted

facility), which is due to expire in

September 2023. The terms of

the facility are consistent with

normal practice.

Additionally, the RCF agreement

provides an accordion option,

subject to the lender’s approval,

to extend the facility by a

further £5m.

Capital allocation

and dividend policy

In normal circumstances, the

Board currently believes that,

to ensure operating flexibility

through the business cycle,

it must maintain a minimum

unrestricted cash / debt

headroom which the Board

reviews on an annual basis, or

more frequently as required.

Maintaining this headroom

provides a level of flexibility

sufficient to fund the working

capital and investment needs of

the Group (as well as set aside an

appropriate operating reserve for

unexpected events). The Group’s

dividend policy targets an

ordinary dividend pay-out ratio

of 20% to 30% of profit after tax

during the financial year to which

the dividend relates.

The Board anticipates, under

normal circumstances, that it

will consider returning surplus

cash to shareholders if average

cash/debt headroom over a

period consistently exceeds

the minimum headroom target,

subject to known and anticipated

investment plans at the time. The

Group’s full capital and dividend

policy is available on our website

at www.procookgroup.co.uk.

Dividends

Prior to the IPO, in FY22 the

Group paid dividends to the

existing shareholders at that

time, totalling £1.9m (FY21:

£1.5m), of which £1.0m was paid

in the first half of the year, and

the remaining £0.9m was paid in

November 2021.

As a result of the Group’s strong

performance in the year and

the Board’s confidence in

the Group’s ability to deliver

sustainable, profitable growth

over the medium to longer

term, and in line with our

capital allocation policy, the

Board has recommended to

pay a final dividend of 0.9p

per share. Subject to approval

by shareholders at the AGM,

the final dividend will be paid

on 30 September 2022 to

shareholders on the register on 2

September 2022.

Treasury management

The Group is exposed to foreign

currency risk through its trading

activities. The main source of

this relates to stock purchases

from non-UK suppliers, which

accounts for approximately

95% of the Group’s annual stock

purchases. To manage the

exchange rate risk, a mixture

of standard (“vanilla”) forwards

and outperformance trades are

utilised. The Group seeks target

levels of coverage for future USD

payments, as determined by

internal forecasts and the Group’s

Treasury Management Policy.

Given the level of USD

transactions and cover obtained

via financial instruments, the

Group is exposed to a counter-

party risk with each of the

financial institutions where

arrangements are held. The

Group manages this risk by

ensuring only highly credited

institutions are used and limiting

the level of exposure with each.

The Group is also exposed to

interest rate risk where the Group

has financial obligations that give

rise to a variable interest charge.

To minimise the charges and

exposure driven by interest rates,

the Group ensures that credit

facilities are used optimally in

parallel with the latest interest

rate information and forecasts.

Tax Strategy

The Group’s tax policy is to

manage its tax affairs in a

responsible and transparent

manner in line with our

commitment to high corporate

governance standards. This

ensures the Group complies with

the relevant legislation and has

due regard to our reputation and

thus seek to promote the long-

term success of the Group and

deliver sustainable shareholder

value.

A copy of the Group’s tax strategy

is available our website at

www.procookgroup.co.uk.

IPO

On 12 November 2021, the Group

successfully completed its Initial

Public Offering and was admitted

to the premium segment of the

London Stock Exchange.

A Group reorganisation was

completed prior to admission,

with ProCook Group plc

incorporated as a holding

company above the existing

trading entities. Further details

on this re-organisation are set

out on pages 118 and 144.

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

Alternative Performance Measures (APMs)

We monitor a range of measures to track our financial and operating performance. As some of these measures

are not determined in accordance with statutory measures (IFRS), they are therefore prone to varying

calculations and may not be comparable with similarly titled measures presented by different companies.

To support the understanding of APMs presented by the Group, further explanations are set out below.

APM Definition and reconciliation Rationale

12 month

repeat rate %

The 12 month repeat rate reflects the percentage of

customers who have made at least one subsequent

purchase in the 12 months since their first purchase.

This measure is useful to understand the Group’s

ability to retain customers and as an indicator of

the Group’s ability to increase the life time value of

customers.

Effective tax rate

Tax expense taken as a percentage of profit before tax. This measure is useful to understand the tax

expense recognised in the Income Statement

compared to the headline tax rate in force for the

financial year.

Free cash flow

Net (decrease)/increase in cash and cash equivalents

before dividend payments, proceeds from the issue of

shares, and proceeds/ (repayments) from borrowings.

This measure is useful to understand the level of

free cash generated which could be retained for

future investment by the business, utilised to repay

any debt or distributed to shareholders.

Gross margin %

Gross profit presented as a percentage of revenue.

Gross profit represents revenue less cost of goods sold

inclusive of costs incurred to get inventory to its final

selling location and condition.

This measures our success in sourcing high quality

products which offer customers great value (with

pricing targeting savings of at least 30% less than

comparable products from competitor brands),

whilst still achieving strong gross margins to

support the business model.

LFL% (Revenue)

LFL % is a revenue performance measure which reflects

continuing retail stores which were trading for at least

one full financial year prior to 29 March 2020 inclusive of

any stores which may have moved location or increased/

decreased footprint within a given retail centre, and

continuing ecommerce websites and marketplaces that

have been trading for at least one full financial year prior

to 29 March 2020, excluding the UK Marketplace which

ceased trading on 28 June 2021.

This measure is useful to provide an

understanding of the performance of the existing

business on a consistent basis year on year before

the effect of new store openings or new website

launches.

Net capital

expenditure

Capital expenditure in respect of purchases of Property,

Plant and Equipment assets, Intangible assets, and costs

associated with lease arrangements, less proceeds from

sale of fixed assets.

This measure is useful to highlight the net cash

investment made by the Group in long term assets

which will provide economic benefits over a longer

time frame.

Net cash/ (debt)

Cash and cash equivalents less borrowings. This measure is useful to understand the financial

stability of the business and as an indicator of

leverage.

Number of active

customers

Active customers are those that have completed at

least one purchase during the last 12 months and whose

customer details are recorded on our customer database.

This measure of the Group’s active customer

database is useful as an indicator of continued

penetration into the markets we operate in. This

database allows ProCook to understand shopping

behaviours and better target marketing activities.

Dan Walden

Chief Financial Officer

4 August 2022

ProCook Group plc Annual Report and Accounts 2022

CFO’s Review CONTINUED

The Directors are responsible for

promoting ProCook’s long-term

success by creating sustainable

value for the benefit of our

stakeholders as a whole.

This responsibility is discharged by the role

that the Directors play in strategic decision-

making, including approval of the Group’s

strategy, budgets and key investment

programmes, leadership and organisational

changes, and key policies.

At ProCook, our key stakeholders include

our customers, our people, our suppliers, our

shareholders, and the communities in which

we operate.

The Board is committed to regular and

effective engagement with our key

stakeholders and recognises that this is

essential to ensure that the impact, on

all stakeholders, of important decisions

are appropriately considered. Where the

Board does not itself engage directly with

certain stakeholder groups, it oversees the

engagement activities of management

within ProCook, and receives updates from

management on such activities.

The following content sets out how the

Directors have had regard to the matters set

out in sections 172(1)(a) to (f) of the Companies

Act 2006 (the ‘Act’) when performing their

duty to promote the success of the Company.

In this section we describe how we engage

with of each of our stakeholder groups,

developing our understanding of their needs

and interests, and how in turn, these are

considered by the Board in our decision-

making processes.

The Directors have been

planning our new home

for over twelve months

to create capacity for

continued growth and a

new, more sustainable,

working environment to

support our people and our

communities. The Board

has reviewed and approved

the plans for the new

development taking into

account both the merit of

the business case, as well

as the broader impact the

development will have on

our people, our customers

and our communities.

By working together with

one of our long-standing

property partners, we have

customised the specification

of the new site which will be

BREEAM certified, utilising

the latest construction

techniques to harvest

water, reduce energy loss

and use more sustainable

construction materials.

Once operational, the new

Distribution Centre will allow

ProCook to be more efficient

in use of transportation,

reducing deliveries between

sites, and cutting back on

emissions.

As part of the development

preparation, ProCook has

established a team from

across different departments

to lead the project. This is

chaired by our COO who

reports on progress to the

Board.

A key part of the project

has been engaging with

our colleagues. Regular

progress updates are

shared, and colleagues have

participated in surveys to

highlight what really matters

to them in their new working

environment. As a result,

we have incorporated an

indoor and outdoor gym,

a running track, outdoor

eating spaces with trees and

shrubs, and a new open-

plan office environment with

a colleague restaurant to

support collaboration and

wellbeing.

Case study

Our new Distribution Centre and Head Office

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

Engaging with our Stakeholders

This feedback is used to help

us identity where we need to

make improvements, and also to

identify opportunities for future

developments.

Store visits

Our Board regularly visit our

stores providing opportunities

to interact with customers and

experience for themselves how

our offer resonates.

Customer data

ProCook’s direct marketing

heritage has meant that

customer data was collected

from day 1. We now have over

3 million customers on our

database, and we analyse

and interpret information

to create a more tailored

communication plan, including

frequency, content and product

recommendations, to create a

better experience.

Marketing activities

We engage with our customers

through a range of marketing

activities including social

media, emails and digital

content, providing inspiration

and guidance. Through these

channels we review and respond

to customer’s comments and

other interactions. Our new

Cookery School in central

London is providing the

opportunity for us to spend time

with customers, interacting with

them, showcasing our product

ranges, and sharing our passion

for cooking.

Our mission is to become the

customers’ first choice for

kitchenware, and we recognise

that delivering an excellent

customer experience is key

to customer retention and

developing the brand’s reputation.

Listening to and learning from

feedback and using customer

insight to improve our proposition

is essential to allow us to grow

our brand awareness and market

share.

The Board has already held a

number of discussions on the

topic of customer experience

in the recent months since

IPO, and as a result of these

discussions have decided to,

and have recently concluded,

the appointment of a new Chief

Marketing Officer to elevate our

customer focus further.

What’s important to

our customers

• Product quality, design,

choice and value for money

• Ease of shopping experience

across all touchpoints

• Inspiration and advice

• Sustainability

Exec responsibility

Angela Porter,

Chief Marketing Officer

How we engage

Customer feedback

We gather feedback from our

customers on the quality of

service they received and their

satisfaction with the products

they purchased. This data is

analysed and presented to the

Board to review and discuss

each month as one of our Key

Performance Indicators.

Our customers

ProCook Group plc Annual Report and Accounts 2022

Engaging with our Stakeholders CONTINUED

Our talented and committed

people are key to the long term

development of our brand. The

Board is focused on protecting

and developing our culture,

the training and development

needs of individuals, succession

planning, and creating great

career opportunities for all.

For more information on

our people please see our

Sustainability section on pages

35 to 41.

What’s important to

our people

• Our culture

• Wellbeing

• Community and the

environment

• Regular communication on

objectives, performance and

strategy

• Personal development

• Fair reward

Exec responsibility

Daniel O’Neill,

Chief Executive Officer

How we engage

Our People strategy

In the last year we have

made substantial progress

in implementing colleague-

focused initiatives ranging from

mental-health first aiders, new

training programmes including

professional development,

improving our diversity and

inclusion policies, and re-

launching our ‘Great Causes’ day

after the pandemic.

We were pleased to be certified

a Great Place to Work

but there

is much more we can do and we

are making continual headway.

The Board receives updates

from the People Director twice

a year, providing the opportunity

to discuss and approve our

people strategy, as well as

receiving a monthly update

report highlighting progress and

key issues, and setting out our

People-related KPIs.

Colleague engagement surveys

We have recently introduced bi-

annual colleague engagement

surveys to gather feedback

from our colleagues. These are

anonymous and contain a mix

of quantitative and qualitative

questions, capturing free-

text comments allowing the

Group to understand what the

key issues are directly from

our colleagues. Results are

analysed and presented, along

with action plans, to the Board

by the People Director. Once

agreed, these action plans are

communicated back to our

colleagues, demonstrating our

commitment to listening and

making improvements.

Colleague advisory panel

The Board recently committed

to forming a new Colleague

advisory panel, to launch

this summer. This will be

attended by Board members

and colleagues from across

the business in an informal

discursive setting. We plan

to have key discussion topics

shared in advance, allowing

colleague representatives to

collect input from their peers,

as well as allowing time for

broader discussions. The Board

anticipates that this will provide a

new inclusive way to listen to and

respond to colleagues’ feedback,

ideas and recommendations.

Fair reward

ProCook is committed to a fair

reward and understands that

clear benefits and an equitable

pay structure is key to attracting

and retaining talent. We are

proud to be a Real Living Wage

employer as a minimum for

all our employees and our

benefits programme includes

monthly and Christmas bonus

opportunities. The Board

recognises the importance of

incentivising employees over the

long-term, as demonstrated by

its IPO colleague award, and its

commitment to Company-wide

all-employee share plans. For

more information, please see

our Remuneration Committee

Report from pages 93 to 97 of

this report.

Our people

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

We have worked with many of

our suppliers for many years,

some since the business began

in the 1990’s, developing

enduring and collaborative

relationships. As a D2C

business, our suppliers are a

key component of what we do,

working together to design

and bring to market new

products and customer offer

developments.

What’s important to

our suppliers

• Long term partnerships

• Fair terms and conditions

• Transparency in interactions

• Growth opportunity

Exec responsibility

Steve Sanders,

Chief Operating Officer

How we engage

Trade fairs and supplier visits

Whilst trade fairs and supplier

visits have been more

challenging to attend recently

due to the Covid-19 pandemic,

they typically provide a

fantastic opportunity for our

teams including our Executive

Directors to meet and develop

relationships with our supplier

base, work on new products

together, and understand

the latest in manufacturing

developments. We look forward

to being able to attend these

more fully again in the months

ahead.

Sedex

Our membership of Sedex allows

us to work with suppliers to

promote and improve ethical

and environmental standards.

Our suppliers

We set rigorous expectations

with our suppliers and help

them to develop improvement

plans where needed. We work

together to identify ways to

reduce our environmental

footprint, identifying more

sustainable input materials and

packaging.

Product design and supply chain

Our design and purchasing

teams interact with suppliers

frequently, working on new

design concepts and range

development, through to intake

management and planning. The

relationships we have nurtured

over many years are built on

openness and trust, we are

honest and reasonable in our

approach, and work together to

solve challenges that arise.

ProCook Group plc Annual Report and Accounts 2022

Engaging with our Stakeholders CONTINUED

ProCook is committed to doing

the right thing and to reducing

our environmental footprint. The

impact on our environment and

the communities in which we

operate are key to how we do

business. In January 2022, the

Board approved our ESG strategy

agreeing our key sustainability

commitments. The Board

worked with senior management

to understand areas where

progress has been made already,

and areas where there are

further opportunity to make a

positive impact.

For further details please see

the Sustainability section of this

report on pages 35 to 41.

What’s important to

our communities

• Employment opportunities

• Giving back to the

community

• Reducing our environmental

footprint

Exec responsibility

Daniel O’Neill,

Chief Executive Officer

How we engage

Supporting local groups

and charities

ProCook raises funds to support

Life’s a Beach – a charity whose

aim is to fund schemes to help

eradicate single-use plastics

from our beaches via education,

beach cleans and the promotion

of multiple-use products.

Additionally, we support the

local charity, Going the Extra

Mile (GEM) Project, who are

working help people overcome

challenges to employment and

move them closer towards or

into work.

Our communities

Reducing our

environmental footprint

Our partnership with the

Woodland Trust is providing

opportunities for our colleagues

to participate in creating

woodland spaces for their

communities whilst also

mitigating unavoidable Scope I

and II emissions. Our beach and

canal clean-up days with Life’s

a Beach allow our colleagues to

get out and make a difference

for the communities they live

and work in. We engage with

our customers on environmental

matters too, offering product

ranges that allow them to make

more sustainable choices to help

protect their own communities.

Creating employment

As ProCook has grown, the

number of people employed

by the Group has also grown.

We continue to recruit locally

wherever possible, providing

opportunities for those in our

communities, and are committed

to training and developing our

people to provide fulfilling

careers as ProCook continues

to grow.

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

The Board recognises that the

support of our shareholders,

both before and after IPO,

is integral to our continued

growth and development. As

we prepared for IPO, the Board

maintained open dialogue with

existing shareholders and new

potential investor. A new CFO

was appointed to strengthen the

Executive team and lead Investor

Relations activity ensuring

ongoing clarity of engagement.

External advisors provided useful

guidance to the Board prior

in the run-up to IPO, and their

appointment since continues to

help the Board determine the

best approach to key investor

matters.

Our Shareholders

What’s important to

our shareholders

• Strategy

• Value creation

• Governance

Exec responsibility

Dan Walden,

Chief Financial Officer

How we engage

Investor meetings

Both prior to, and following the

IPO, the Executive Directors

have presented on multiple

occasions to investors as part of

a scheduled an ad-hoc meeting

cadence. These presentations

have covered key areas of

investor focus, including our

investment case, trading updates

and financial results.

Timetable of investor/shareholder meetings

Meeting Date(s)

Investor roadshow (pre-IPO) attended by Executive Directors October 2021

Interim results presentation and one to one investor meetings with CEO and CFO 16-17 December 2021

Shareholder meetings and Q&A sessions held with CEO and CFO following Q3

trading update

18 January 2022

CFO presents on Digital Strategy at FinnCap’s D2C conference 27 January 2022

Shareholder meetings and Q&A sessions held with CEO and CFO following Q4

trading update

21 April 2022

Corporate website

Our procookgroup.co.uk website

provides helpful information

and latest news updates to our

investor community. Included

here are video recordings of

our interim results, final results

and an Introduction to ProCook

featuring a number of our

Leadership Team. We publish

all key financial information,

including RNS announcements

and highlights on the Investor

section of our website.

ProCook Group plc Annual Report and Accounts 2022

Engaging with our Stakeholders CONTINUEDEngaging with our Stakeholders CONTINUED

68%

30%

33%

67%

Female

Male

Other/Prefer not to say

Colleagues split by gender

3% 3%

86%

White British

Asian British

Black

Other

Mixed or multiple ethnic groups

Colleagues split by ethnicity

Under 18

18-24

25-34

35-44

45-54

55-64+

65+

Colleagues split by age group

27%

18%

13%

20%

16%

67%

33%

Full time Part time

Full time/Part time roles

All

colleagues

Leadership

Team

Sustainability

Our Planet

Our Product

Our People

Our people

We are committed to

doing the right thing, it’s a

long-held value that has

helped share our business

and continues to contribute

to our success, benefiting our

customers, colleagues and the

communities we operate in.

In the past year we have elevated

our focus, appointing an ESG Director

to oversee and drive forward our

progress as we seek to enhance the

sustainability of our business; creating

an even better place to work and

continually reducing our environmental

footprint.

We have made big steps forward in

the last 12 months by reducing and

mitigating Scope 1 and 2 carbon

emissions, being recognised as a

Great Place to WorkTM, and increasing

our focus on responsible product

manufacturing and supply chain. There

is more we will do over the months and

years ahead to support our ambition

of achieving Net Zero by 2030 and

in developing our culture and work

environments to create a sustainable

business for the long term.

Making ProCook an even

better place to work

We are committed to making

ProCook an even better place

to work, continually listening to

our colleagues, customers and

supplier partners to improve our

business for the long term.

Our code of conduct and

welcome handbook which we

provide all new colleagues when

they join sets out our values and

provides helpful hints and tips

to help colleagues settle in. We

share and explain our policies

including anti-corruption and

bribery, equal opportunities

and data protection with all our

colleagues, providing regular

training updates.

Our colleagues are key to our

ongoing success, and we are

committed to paying fairly

(including the Real Living Wage),

promoting diversity and inclusion,

and supporting colleague

wellbeing and development. We

provide workplaces which are

collaborative and safe spaces,

and we encourage and support

our colleagues to give back to

our communities as a socially

responsible employer.

1 Ethnicity information sourced from a

voluntary internal survey completed

during May 2022 with 60% of colleagues

providing responses.

Exec responsibility

Daniel O’Neill, Chief Executive

Officer and Founder

Link to principal risks

• Brand and customer

• People and culture

Link to strategy

• Create an even better place

to work

Key stakeholders

Colleagues, customers,

communities

Recent recognition, awards

and memberships

Great Place to Work Certified™

Ranked #60 in the 2022 UK’s

Best Workplaces™ (large

category) and #45 for Wellbeing

Real Living Wage Foundation

Glassdoor ranking 4.6/5

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

Sustainability

Our commitments Prior achievements FY22 achievements What we will do next

We are

committed

to creating a

great place to

work, listening

to colleague

feedback to

make continual

improvements

Welcome boxes for new

colleagues

Bi-annual colleague

conferences

Certified by Great Place to Work

and ranked

60th in the UK’s Best Workplaces™ amongst large

organisations

Completed two six-monthly all-colleague

engagement surveys, with clear action plans

implemented

Set up a “Green Team” with monthly meeting

of employees across the business interested

in making our company more sustainable

Develop our internal comms and

portal on sustainability and wellbeing

to celebrate and share progress

Continue to improve employee

engagement – using 2021 results as

a benchmark

We will introduce advisory panels

from Summer 22 across the business

to increase communication and

ensure any suggestions and ideas

are captured from the ground up

We are

committed to

supporting the

communities

in which we

operate

Annual Good Cause

volunteering/charity day

available to all colleagues

Product sales and

charitable collections

supporting Life’s a Beach

charity in our retail stores

and online

Donations of laptops

to local schools, and

products to a local

women’s refuge

Launched work with The GEM Project to support

individuals with barriers returning to education

or work

Re-launched our Good Causes charity days post

Covid-19 restrictions

Became a member of the Disability Confident

Government scheme

Contributed to community groups, charities

and schools

Worked closely with Gloucester Ukrainian Aid to

support Ukraine by donating ProCook products and

raising fundraising efforts by our colleagues

Expand our charitable work and

relationships in the local community

Provide local people struggling with

barriers to work with mentoring and

work experience days

Increase our volunteer work with

Life’s a Beach, participating in beach

and canal cleans

We will continue

to be a real living

wage employer

and champion

equality,

diversity and

inclusion

Similar pay across

genders

72% of our managers

are women

Real Living Wage

Foundation member

Maintained our commitment to the Living Wage

Foundation as a Real Living Wage employer

Continued to review and improve our total reward

package introducing new benefits for colleagues

Introduced a new Whistleblowing Policy, and

a new Diversity and Inclusion Policy

Continual review of our total reward

package

We provide

a safe and

collaborative

work

environment

Continually reviewed and improved health and

safety compliance ensuring a safe environment for

everyone

Committed to our new Head Office site in

Gloucester (opening 2023) and began design work

on our new collaborative office workspace

Regular audits carried out by our

Facilities and Operations Manager to

ensure that we adhere to high health

and safety practices at all times.

A feedback process is in place for all

to highlight any potential health and

safety issues and near misses

We take the

wellbeing

and personal

development of

our colleagues

seriously

Launched a learning and

development platform

to support personal

development

Colleague gym on-site at

Head Office to promote

exercise and wellbeing

Ranked #45 in UK’s Best Workplaces™ large

organisations for Wellbeing 2022

Monthly training modules launched including product

and service training, diversity and inclusion, data

protection and environmental awareness

Supported 12 colleagues to complete Mental Health

First Aiders courses

19 Retail internal promotions to Supervisor or

Management positions. 10 internal promotions

in Head office and warehouse.

Ran our first “Wellness” month in January providing a

range of engaging activities, podcasts and training for

colleagues via our learning platform

Relaunch of personal development

planning and training for developing

careers

Provide training opportunities which

support personal and business

performance

Develop our Mental Health

awareness and wellbeing

programmes

ProCook Group plc Annual Report and Accounts 2022

Sustainability CONTINUED

In January 2022 we held our inaugural

wellbeing month. We created a

wellbeing calendar with a variety

of inclusive activities and training

sessions including meditation sessions,

yoga training and healthy eating

awareness. We provided a library of

learning content and podcasts with

wellbeing hints and tips shared with

colleagues to try out each day. We

also provided a series of additional

reading recommendations offering the

opportunity for colleagues to reflect on

their achievements and learnings and

focus on their personal wellbeing.

Case study

Wellbeing month

We used our learning and development

platform to make additional modules

available including topics such as

wellbeing and resilience, stress

management and the importance of

movement.

During wellbeing month, we supported

12 colleagues to become mental

health first aiders with training sessions

organised across the business in

our retail stores, head office and

warehouse. These colleagues are

now trained to spot signs of mental

ill health, provide initial support

and help facilitate the provision of

additional support where required.

We relaunched our Good Causes Day,

where employees can take a full paid

day off work to volunteer at a charity

or project of their choice, helping to

give back, boost morale and increase

the focus on our communities within

our teams. We also launched our new

Lunch and Learn programme for the

year ahead, including sessions on

healthy eating and exercise, diversity

and inclusion, inclusive recruitment,

and personal and professional

development.

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

Our planet

Our commitments Prior achievements FY22 achievements What we will do next

Reduce our

carbon emissions

aiming to

achieve net zero

by 2030

Introduced 100% LED lighting in our

Head Office and Warehouses, and 98%

LED lighting in stores

Introduced carbon-neutral home

delivery service with DPD

Partnered with the Woodland

Trust to mitigate our

unavoidable Scope I and II

emissions

Completed the migration

to a fully electric company

car fleet

Progressed our B Corp

application which is now

under review

Further reduce our energy

consumption across our operations

Progress towards 100% renewable

energy sources

Align to the UN backed Science

Based Targets

initiative for a long-

term carbon reduction strategy and

aim to achieve Net Zero emissions

by 2030

To open a new BREAAM certified

sustainable Distribution Centre

and HQ

Complete IS014001 accreditation

by 2025

Reduce waste

and use

sustainable

materials

throughout our

operational

activities

Zero waste to landfill certification at our

Distribution and HQ sites

Reduced single-use plastic across the

business; all employees are provided with

reusable bottles

Carrier bags in store made from recycled

bottles

Offered a recycling scheme for small home

electrical items (WEEE waste)

Introduced 100% FSC-

certified cardboard packaging

for home delivery parcels

Utilise 100% FSC paper and

cardboard products throughout our

entire supply chain

Set individual environmental targets

for retail stores

Complete a review of home delivery

packaging, further eliminating

remaining non-recyclable materials

Develop our

environmental

framework to

strengthen and

manage our

environmental

procedures and

policies

Roles and responsibilities assigned

throughout the business

Appointed external experts

to support the preparation

of a coherent environmental

management system for

monitoring

Developed our environmental

risk register

Aim to be IS0140001 certified

by 2025

Develop our roadmap to Net Zero by

2030 setting out the detailed targets

we will aim to deliver

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

sustainability, helping prevent the worst impacts of climate change.

Reducing our

environmental footprint

We are committed to reducing

our environmental footprint

with our target of Net Zero

greenhouse gas emissions

(full scope) by 2030, whilst

continually reducing and

eliminating waste and single-use

plastics throughout our business.

Exec responsibility

Steve Sanders, Chief Operating

Officer

Link to principal risks

• Climate change

• Brand and customer

• Regulatory compliance

Link to strategy

• Reduce our environmental

footprint

Recent recognition, awards

and memberships

Woodland Trust Woodland

Carbon Partner

Certified Zero Waste to Landfill

(for our Head Office and

Distribution operations)

Key stakeholders

Suppliers, colleagues,

customers, communities

ProCook Group plc Annual Report and Accounts 2022

Sustainability CONTINUED

We recently announced

our partnership with the

Woodland Trust to mitigate

our current unavoidable

Scope 1 and 2 carbon

emissions, as part of the

Company’s long-term

sustainability strategy.

The strategy follows the

Environment Agency’s road

map for reducing carbon

emissions and reaching net

zero by 2030.

We have proactively begun

reducing carbon emissions

through a number of

initiatives which include

partnering with DPD for

carbon neutral parcel

delivery, operating an all-

electric fleet of company

vehicles, switching to LED

lighting and operating

a zero waste to landfill

policy at our headquarters.

Our partnership with the

Woodland Trust helps

us mitigate remaining

emissions.

The Woodland Carbon

scheme is designed to

transform businesses’

carbon emissions by

planting trees and creating

new woodland areas.

This, in turn, removes

carbon dioxide from the

environment and boosts

biodiversity through the

generation of new habitats,

providing a beautiful

community where people

can enjoy nature.

In addition to the core

purpose of the partnership,

our colleagues have the

opportunity to get their

hands dirty and join the

Woodland Trust on crucial

planting days throughout

the year.

Case study

Woodland Trust Partnership

tCO

emissions

996.919

1016.6

447.8

430.3

35.819

26.2

6.5

8.0

4.119

4.1

2.1

1.8

tCO

/£1m revenue

996.919

1016.6

447.8

430.3

35.819

26.2

6.5

8.0

4.119

4.1

2.1

1.8

Energy Megawatt hours

996.919

1016.6

447.8

430.3

35.819

26.2

6.5

8.0

4.119

4.1

2.1

1.8

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

Our commitments Prior achievements FY22 achievements What we will do next

Develop and

bring to market

products which

are of high quality

and have longevity

offering customers

sustainable choices

Broad range of product

guarantees up to 25 years

Recruited Quality Assurance

expertise to enhance product

quality, reduce fault rates and

improve longevity

Expand breadth of testing and longevity

assessments

Develop more innovate product ranges

helping customers to be environmentally

friendly

Promote responsible

manufacturing

procedures across

our supply chain

with high levels

of compliance

to ethical and

environmental

transparency

Joined Sedex (ethical and

environmental compliance

monitoring), and promoted

membership across our supplier

base (95% of our suppliers are now

registered)

Ensure any new suppliers are signed up to

Sedex or equivalent programme prior to

placing first orders

Monitor supplier compliance results

ensuring action plans are in place and

being implemented within agreed

timeframes for any high to medium risk

grade audit result within the last 2 years

All product

packaging will be

reviewed to ensure

it has a minimal

impact on the

environment

Introduced more

sustainable options where

possible, using materials

like twine, string and

paper instead of single use

plastics

Achieved over 90% plastic-

free for in-store product

packaging

Environmental impacts

of new ranges assessed

before design sign-off

We have recently phased out

elastic bands and plastic bags in

cutlery packaging to use tissue

paper and paper ties

Reduced average plastic use in

product packaging by 24.6%

Improved recycling instructions

on packaging to make recycling

clearer to the consumer

Launched more environmentally

friendly product protection

solutions for home delivery

customers (e.g., recycled paper

void, bubble wrap alternatives)

Continue to reduce single-use plastics

and improve environmental credentials

of product protection solutions for home

delivery

Enhance our working relationships with

suppliers to improve our product and

packaging requirements

Investigate an in-store return scheme to

bring back faulty or end of life products

to be recycled helping move kitchenware

towards a circular economy

Ensure that any remaining unavoidable

single-use plastic used is made from

recycled content

Helping our customers

make more sustainable

choices

Our product, which we design

and source ourselves, is a key

ingredient to our continued

success and we believe that

we can help our customers

make better choices by making

it easier for them. We are

committed to only bringing to

market products which have

been responsibly manufactured,

are of high quality and longevity

and are built to last.

We are committed to

encouraging our customers to

make choices for the long term

and do so by offering guarantees

of up to 25 years on our products,

thus ensuring better value for

customers and lesser impacts on

the environment.

Exec responsibility

Daniel O’Neill, Chief Executive

Officer and Founder

Link to principal risks

• Supply chain

• Climate change

• Brand and customer

Link to strategy

• Developing our customer

proposition

• Reducing our environmental

footprint

Recent recognition, awards and

memberships

Sedex membership

Key stakeholders

Suppliers, customers

Our product

ProCook Group plc Annual Report and Accounts 2022

Sustainability CONTINUED

Case study

Reducing the Impact of our

Home Delivery Packaging

Throughout the last year we have trialled

a range of initiatives aimed to reduce the

net environmental impact of our home

delivery packaging, whilst still protecting

products from damage in transit, as

part of our commitment to reducing our

environmental footprint.

Initial results are encouraging, and

we have already made positive steps

forward. We have trialled utilising 100%

recycled paper for box void fill – this

has been successful and is being taken

forward. We have trialled and introduced

paper tape to seal boxes, in place of

plastic tape – this too has now been

adopted. We have arranged a review of

box dimensions and quality of packaging

with independent packaging experts,

who have fed back opportunities to help

us reduce sizes to avoid unnecessary

packaging materials which we are now

implementing.

Additionally, where we have considered

bubble wrap is required to protect fragile

item, we have identified opportunities

to utilise thinner grade plastic materials

which are now on order.

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

Area of focus Progress to date Future focus

Governance

ESG Strategy approved by the Board including our 2030

Net Zero targets

The Board has received regular progress updates

and deep dive presentations on ESG topics including

Climate Change

“Green Team” launched to improve sustainability and

climate awareness across the business and to generate

ideas and implement initiatives which will reduce our

environmental impact

Board to review ESG progress at least every six months as

a standing agenda item

ESG steering group has been launched for FY23 and is

chaired by the CEO

Introduction of additional working groups and senior

management oversight / responsibility for different

environmental and climate-related issues

Strategy

Sustainability / ESG confirmed as a key area for strategy

moving forwards – “reducing our environmental footprint”

Partnered with the Woodland Trust to mitigate

unavoidable Scope I and II emissions planting more than

1.15 hectares of new UK woodland, which also supports

biodiversity

Undertaken a range of initiatives to reduce packaging

(including single use plastic) consumption and increase

reuse and recycling of packaging

Reduced emissions and improved our broader

environmental management capabilities

Appointed external expertise to support the development

of an environmental management system, an

environmental risk register, and undertake a climate

change risk assessment

Completed an assessment of potential climate change

risks and opportunities that could affect our business

over the following time scales: short term (0 to 2 years),

medium term (2 to 5 years) and long term (over 5 years).

Please see the table on page 51

Build our detailed roadmap in partnership with our

carbon consultants to meet our targets gaining a better

understanding of the key drivers of carbon reduction

through our supply chain

Develop and implement the next steps of our ambitious

Scope I, II, and III carbon reduction strategy to meet our

target of Net Zero by 2030

Alignment with the United Nation’s Science Based Targets

initiative

Raise awareness and increase engagement with

sustainability and climate related initiatives both internally

and externally through ESG quarterly updates and our

Bitesize CSR newsletter

Continue to review and adopt circular economy principles

into our product and packaging design and use. Future

focus from Quality Assurance and the Buying team will

include prioritising materials that have a lower impact on

the environment

Risk

management

Developed the climate risk register and incorporated

short, medium and long-term climate-related risks

Clearly defined roles and responsibilities have been

established with regards to environmental management

Complete climate change risk assessments with our

external partners

Monitor and identify changes to climate related risk

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

bi-annually with the Board

Develop a more in depth understanding of possible

climate change related risks and impacts

Complete a detailed risk assessment of our entire supply

chain, particularly with regards to water, biodiversity loss,

physical climatic changes, under different climate change

scenarios

Metrics and

targets

Scope I and II Emissions reported

Company Vehicle fleet 100% electric

Zero Waste to landfill certification of our head office and

warehouse sites

100% of remaining Scope I and II emissions mitigated with

the Woodland Trust

100% FSC certified paper used business-wide

100% FSC certified home delivery cardboard boxes and

paper packaging

Work with our carbon consultants to produce a Net Zero

road map during FY23 to include:

• An energy system audit report with recommendations

for improvements

• GHG footprint analysis of Scope I, II and at least 80% of

Scope III emissions, with recommendations

Committed to mitigating unavoidable Scope I and II

emissions with the Woodland Trust for FY22

Over the last year, we have made significant progress in the approach we take to

monitor, measure and manage climate change risks and opportunities.

Doing the right thing and reducing our impact on the environment is engrained in our culture and key to

our long-term success as a brand customers and colleagues alike, want to be associated with.

ProCook Group plc Annual Report and Accounts 2022

Task Force on Climate-Related Financial

Disclosures (TCFD)

Net Zero 2030 target

The Board approved our ambition to

achieve Net Zero emissions by 2030

across Scope I, II and III at the January

2022 Board meeting.

We have already taken steps to

substantially reduce and mitigate

(offset) remaining Scope I and II

emissions effective from FY21 and

we are committed to maintaining and

improving this position in future years.

Our focus is on the reduction of carbon

emissions as a priority over mitigation

and we are working with external

experts to complete a Net Zero gap

analysis and detailed roadmap. This will

include a comprehensive assessment

and measurement of our Scope III

emissions, and the development of a

means to measure and monitor this on an

ongoing basis through our Environmental

Management System.

We are committed to reducing our

environmental footprint and look forward

to reporting on our progress in the

years ahead.

Governance

Board oversight

In January 2022, a formal

presentation on sustainability and

ESG strategy was presented to the

Board for review and approval. This

included our roadmap for the future

and set out our ambitions and the

actions which will be taken to make

progress. Information was shared

with the Board about our current

Scope I and II emissions, the carbon

reductions we have achieved to date,

and the approach we are taking to

mitigate remaining Scope I and II

emissions.

Management’s role

In FY22 an ESG Director was

appointed, reporting into the CEO to

increase oversight and leadership

of this topic. Throughout the year,

the Executive Directors have

worked with the ESG Director

to support activities and make

progress on a range of related

initiatives throughout the

business. The Leadership Team

as a whole are engaged with

climate related initiatives as

part of our strategic objective

to reduce our impact on the

environment.

Next steps

• Monitor progress at the

Board, extending our

discussion to include new

and emerging climate

change risks, challenges and

opportunities

• Consider the short, medium

and long-term climate

risks and the importance

of managing these moving

forward

• New ESG steering group will

meet at least 4 times per

year, chaired by our CEO,

who will provide regular

updates to the Board

• The Audit and Risk

Committee will continue to

review and assess new and

emerging risks in relation

to climate related risks and

mitigations

Strategy

Climate-related risks

and opportunities

Climate related risks and

opportunities are already widely

considered in our day-to-

day business operations and

integrated into our strategic

objectives. Whilst we may

initially incur higher operational

costs from implementing,

preventing and responding to

climate risks, we firmly believe

that doing the right thing now

will help us create a stronger

and more resilient business for

the long term. Climate related

factors are considered across a

range of activities for example

new stores, our new head office

and warehouse sites, product

design, packaging design,

supplier selection, transport

including company vehicles

and home delivery partners.

Responsibility to make the

right decisions is assigned to

appropriate functional owners

throughout the business and

is overseen by the Executive

Directors.

Developing our environmental

management system

We have appointed external

partners to support us in

developing a robust system to

measure, monitor and identify

climate and environmental

factors which impact our

business. We consider this

important to the success of our

strategic objectives as it will

enable us to be more proactive

in making the positive steps

we need to take to reduce our

impact on the environment and

achieve Net Zero by 2030.

Next steps

• Further develop our detailed

roadmap to reduce our

impact on the environment

and achieve Net Zero

by 2030

• Complete the development

of our environmental

management system

• Increase colleague and

supplier engagement,

sharing objectives and

timescales for completion

• Work with our Green-

team to identify additional

opportunities to make a

difference

• Extend our networks outside

of ProCook, to share insights,

gain collective support and

make faster progress

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

Risk management

Climate change is considered a

principal risk in our risk register,

and is discussed with our Board,

Audit and Risk Committee and

Executive team as part of a

twice-yearly formal review of our

principal risks. The key elements

of climate change risk and the

opportunities these provide are

set out in our Climate-related risk

Further information about our

approach to risk management

can be found on page 46, this

explains how responsibility for

risk management is allocated

and how that responsibility

is discharged by our Board,

Audit and Risk Committee, and

Executive team. Detail on our

Climate change risk is set out

in the principal risk section on

page 47.

Developing our detailed

climate risk register

We have appointed external

partners to support us in

developing a more detailed

climate change risk register

which we anticipate completing

within the next financial year.

This will help us develop a

more in depth understanding of

possible climate change related

risks and their impacts. We will

also undertake a more detailed

risk assessment associated

with our entire supply chain,

particularly with regards to water,

biodiversity loss and physical

climatic changes, under different

climate change scenarios.

Next steps

• Complete the detailed

climate risk register

during FY23

• Identify actions to help

mitigate risks, and assign

business owners to progress

these in line with the overall

climate and environmental

strategy

• Launch regular review of

the register, to identify new

and emerging risks, and to

monitor our progress with

mitigating activities

Climate-related risk register

Risk Opportunity

Indicative

timeframe

Link to

principal risks

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

Regulatory risk

Increased compliance costs and reporting

obligations. Increasing extended producer

responsibility, driving operational waste

disposal costs up, for example packaging

and product waste

Although there may be initial costs, there

are also potential operating savings from

transitioning towards a more circular

business model.

Reduction in single-use plastic packaging

could decrease waste management costs

and improve recycling rates.

Short/

medium term

Regulatory

compliance

Risk of higher climate regulatory

requirements, complicating business

practices. Increased costs from introduction

of carbon taxes, as well as increased taxes

for plastics, energy, waste and fuel as the UK

Government aims to meet Net Zero by 2050

alongside other environmental commitments

Higher initial costs with new legislation,

possible long-term savings through a

more thorough sustainability strategy with

ambitious targets, improving ProCook’s

environmental management system,

reducing carbon/ energy consumption and

single-use plastic use.

Medium term Regulatory

compliance

Higher costs related to legislation and

changes in building efficiency standards

Savings from more efficient building

standards (lower heating costs), as well as

opportunity to transition to predominately

renewable energy.

Medium/

long term

Regulatory

compliance

ProCook Group plc Annual Report and Accounts 2022

Task Force on Climate-Related

Financial Disclosures (TCFD)

CONTINUED

Risk Opportunity

Indicative

timeframe

Link to

principal risks

Technology risk

Substitution and transition costs of shifting

to lower emissions products, services and

technologies

Long-term cost savings from using more

efficient, economical and sustainable

products, services and technologies.

Short/

medium term

IT platforms,

data loss and

cybersecurity

Internal systems becoming inefficient /

investments in new technologies becoming

outdated

Accelerated technology capabilities could

drive operational efficiencies.

Medium/

long term

IT platforms,

data loss and

cybersecurity

Market Risk

Changing consumer behaviour. Increasing

demand for limited but more sustainable

materials (e.g., recycled). Harder to source,

could increase manufacturing costs

Using novel and alternative materials

may become more cost efficient. More

ranges with these materials will appeal to

sustainability focussed customers and will

increase brand image and reputation.

Short/

medium term

Brand and

customer

Increased costs of raw materials for product

production

Raw material prices may fluctuate. Using

novel and alternative materials may become

more cost efficient.

Short/

medium term

Competition,

market and macro-

economic

Higher demand for products that align to the

circular economy (reuse and repair), reducing

new product sales and/or loss of sales to

competitors with more sustainable options

Sustainable product ranges and those

associated with the circularity (reuse and

repair) may increase in sales. Work on

creating a greater number of these ranges.

Medium/

long term

Brand and

customer

Reputational Risk

Unable to recruit and retain top talent if we

are not recognised as a responsible business

Continual improvement of sustainability

strategy/ credentials improves reputation

and brand image, attracting a broader range

of talented and loyal colleagues.

Medium/

long term

People and culture

Shifts in consumer preferences, unable to

retain and attract customers if we are not

recognised as a responsible business

Continually improving sustainability strategy/

credentials will lead to a better reputation

and brand image, attracting a broader range

of loyal customers.

Medium/

long term

Brand and

customer

Increased stakeholder concern, investors

divest if we are not recognised as a

responsible business

Continually improving sustainability strategy/

credentials and enhanced transparency will

lead to easier access to capital and improved

investor sentiment.

Medium/

long term

Financial and

treasury

Physical Risks

(associated with the physical impacts of climate change)

Increased risk of extreme weather events

(heatwaves, storm surges, drought, flooding,

wildfires). Could lead to disruption within the

supply chain - damage of buildings, products,

and transportation

Continue to strengthen links with suppliers

and distributors. Great communication

throughout the supply chain to maximise

resilience and minimise disruption.

Short/

medium term

Climate change

Increased risk of extreme weather events

may impact raw material production and

access. Lower supply and higher prices

Strengthen links with suppliers and

distributors. Improved communication

throughout the supply chain improves

resilience and minimises disruption.

Medium/

long term

Climate change

Risk from reduced employee productivity

due to infrastructure disruptions and

extremes in weather (predominantly higher

temperatures)

Continue to improve colleague working

environments and improve communication

throughout the business to maximise

resilience and minimise disruption.

Medium/

long term

Climate change

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

During the year we have made

substantial progress in developing

our risk management framework,

enhancing our internal controls, and

establishing greater focus on risk

across the Group.

We have identified three risks where the

potential impact has increased; climate

change (added as a new principal risk),

market and macro-economic factors

related to the challenging consumer

environment and continued national and

global supply chain disruption.

Risk management framework

Ultimately responsible for the

Group’s risk management system

and reviewing its effectiveness

• Establishes and

communicates the Group’s

risk management policy

• Sets the tone and culture

for managing risk across

the Group

• Reviews overall Group

principal risks at least

annually

• Sets the risk appetite of

the Group

• Ensures Executive Directors

have responsibility for

managing specific risks

• Undertakes annual horizon

scanning exercise for

emerging risks

• Assesses recommendations

from the Audit and Risk

committee on requirements

for independent assurance

Responsible for the oversight of

risk management processes and

controls

• Examines and reviews the

Group’s risk register and

internal control environment

at least twice a year

• Reports to the Board

on the status of the risk

management processes

• Provides guidance on risk

and control improvements

• Highlights where minimum

expected standards are not

complied with

• Makes recommendations

to the Board about

any requirements for

independent assurance

• Maintains relationships with

the independent Auditor

receiving their reports on

the control environment

and any recommended

improvements

Day-to-day responsibility for

risk management activities,

processes and controls

• Ensures the day-to-day

effectiveness of risk

management activities

• Responsibility for risk

prioritisation and assessment

at Functional level

• Reviews risk assessments,

sharing relevant material

to the Audit and Risk

Committee / Board

• Keeps abreast of identified

risks in their area and any

potential risk exposures

• Completes an annual

horizon scanning exercise for

emerging risks

• Reviews the Group’s risk

• Develops functional risk

registers aligned to principal

risks where appropriate and

required, ensuring regular

review of the performance of

mitigating controls

• Takes action to improve the

overall control environment,

increasing mitigating

activities where necessary

Our approach to risk

management

Risk management is an

integral part of the overall

governance and management

of the Group. As part of the

preparation for the IPO in

2021, certain elements of risk

management were enhanced

and formalised including the

implementation of a more

formal risk management

framework. We continue

to develop our procedures,

processes and internal

controls environment, as well

as raise awareness amongst

colleagues throughout

the Group.

We have established formal

processes for identifying, assessing

and reviewing risks. The Board

has overall responsibility for the

management of risk across the

Group. In addition, our Audit and

Risk Committee monitors key

risk management processes as

part of its duties. The day-to-day

responsibility for risk management

activities sits with the Executive and

wider Leadership Team.

Board Audit and Risk Committee Executive Directors

ProCook Group plc Annual Report and Accounts 2022

Risk Management

Principal risks and uncertainties

The Board has undertaken a

detailed consideration of the

Group’s principal risks, including

new or emerging risks, and those

that could damage its business

model, or adversely impact its

operational activities or financial

performance and position. These

principal risks are not exhaustive,

and the Group may be exposed

to risks wider than those listed,

including risks not currently

known or identified, or currently

deemed to be less material,

which may also have an adverse

effect on our activities.

The heat map diagram illustrates

the Board’s assessment of the

principal risks after the effect

of mitigating internal control

activities that are in place.

Further detail on each of the

principal risks is set out on pages

48 to 57.

Emerging risks

and changes to

principal risks

We did not identify any new

or emerging risks during the

financial year, however we

did formally identify climate

change as a new separate

principal risk, in its own right,

given the increasing importance

of this topic to our customers,

colleagues, investors and other

stakeholder groups and the

link to our strategic objective

of reducing our environmental

footprint.

The Covid-19 pandemic has

continued to have an impact

on the Group during the

last financial year, including

retail stores re-opening and

the impact of the Omicron

variant late in 2021. The Board

considered whether to present

this as a separate principal risk,

however concluded that this was

adequately incorporated into the

‘competition, market and macro-

economic’ principal risk.

Additionally, the Board has

determined that there is currently

a heightened level of risk around

two of our principal risks.

The recent developments in

the economic and consumer

environment, including the

impact of the Russian war on

Ukraine, has led to a significant

and rapid downturn in consumer

confidence caused by the

combined adverse impacts of

significant inflation (including

the costs of energy, fuel, food

and other goods and services),

interest rate rises, tax increases

and slower wage growth. The

Board has determined that the

potential impact of competition,

market and macro-economic

risks has increased.

Global supply chain and

manufacturing activities have

remained disrupted throughout

the financial year following on

from the Covid-19 pandemic and

continue to be impacted by the

current macro-economic and

geopolitical factors. Compared

to FY21, the Board considers

this risk to have increased, with

higher costs to source and

transport products, and shipping

delays creating risk of lower

availability and requiring higher

levels of inventory to mitigate.

Strategic Operational Financial and compliance

Likelihood

Impact

Principal risk

Impact compared

to FY21

1 Strategic and business change No change

2 Competition, market and macro-economic Increase

3 Brand and customer No change

4 Climate change New

5 Supply chain Increase

6 IT platforms, data loss and cybersecurity No change

7 People and culture No change

8 Marketing effectiveness No change

9 Financial and treasury No change

10 Regulatory compliance No change

Principal risks heatmap

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

Strategic risks

1. Strategic and business change

Description

Failure to develop the right strategy or

execute the strategy effectively

Change projects are not completed so

benefits are not fully realised

The Board must adopt the correct

business strategy, implement its

strategies effectively and understand

and manage strategic risk, considering

specific retail sector risks and wider

economic risks

Link to strategy

• Developing our proposition

• Building on our foundations

KPIs

• Sales growth

• Underlying profit before tax

Impact change in FY22

No change

Current factors: Established strategy,

newly listed plc status increases risk,

however Covid-19 related factors have

diminished over time

Exec responsibility

Daniel O’Neill, Chief Executive Officer

and Founder

Potential impacts

• Failure to achieve financial and other non-financial targets

• Loss of customer confidence and potential damage to brand reputation

• Reduced or limited business growth

• Reduction in colleague engagement and/or loss of colleagues

• Loss of focus on core business activities and risk management

• Delays in strategy execution may lead to a loss of investor confidence

• An increased cost base to manage/resolve strategic failure

Mitigations

• Long term business strategy is considered and approved by the Board at least annually

• Experienced leadership for key business change projects reporting on progress to

the Board

• Steering Groups established for major change projects

• Clear accountability for strategic development established and monitored by the Exec

and Board

• Stability in the leadership team, culture of long-term growth and clear communication of

business changes as they are being planned and executed

• Strong balance sheet with cash/ debt headroom

Progress in FY22

• Enhanced long term strategy planning processes and key initiative accountability

• Developed various functional strategic plans, reviewed by the Board

• Developed strategic priority working groups with frequent Board reporting

• Improved test and deployment capabilities for technology change programmes

Board oversight

• Long term strategy and progress with key strategic priorities reviewed by the Board

ProCook Group plc Annual Report and Accounts 2022

Risk Management CONTINUED

2. Competition, market, and macro-economic

Description

Failure to adapt to changing consumer

needs and to maintain a compelling

customer offer compared to competitors.

Changes in macroeconomics and

geopolitics, particularly relating to China

could impact ProCook’s strategy

Examples include a broad range of

consumer needs including channel shift,

value proposition (price and quality),

quality of service and advice, product

longevity and sustainability

The Group continues to monitor the

effects of the Covid-19 pandemic and

the Russian invasion of Ukraine on its

business and the economies of the

countries where the Group operates

or in which its products are sold, it

believes that there is still potential for

further disruption to its supply chain and

distribution channels

Link to strategy

• Purpose and mission

KPIs

• Sales growth

• Underlying profit before tax

Impact change in FY22

Increase

Current factors: Heightened inflation,

consumer cost of living squeeze, supply

chain disruption, Russia invasion of

Ukraine, Covid-19

Exec responsibility

Daniel O’Neill, Chief Executive Officer

and Founder

Potential impacts

• Limited or reduced profitability and opportunities for growth or inhibit the Group’s ability

to deliver on its strategic objectives

• Loss of market share to competitors either online or in stores

• Challenges in recruitment of quality people as expectations of wages and reward change

• Increases in input costs such as fuel, raw materials and labour

• Delays in the production or shipping of products

Mitigations

• Focus on service in-store and online with daily/weekly tracking monitored by the

Leadership Team as well as monitoring our market performance/share data

• Retention of our excellent-rated Trustpilot score

• Investment in marketing, technology, and supply chain capabilities to support and

improve the customer experience at all touchpoints

• Analysing competitor activities, including proposition and pricing

• Focus on new product development to ensure we design and source beautiful products

at great value for our customers

• Macroeconomic environment is monitored by the Executive and Leadership Team as well

as by the Board

Progress in FY22

• KPIs more clearly defined to highlight and track sales and profit

• Outperformed the UK kitchenware market by 36%pts in FY22

• Launched 540 new products during the year to keep the range fresh and on-trend

• Appointed a new Chief Marketing Officer to further develop customer acquisition and

retention capabilities

• Maintained our 4.8 out of 5 Trustpilot score with 24,308 reviews posted in FY22

• Invested in higher stock levels during period of supply chain disruption to achieve 99%

value availability and 95% option availability

• Retained our commitment to the Real Living Wage to support colleagues

• Participated in various charitable activities to support Ukraine since the invasion began

Board oversight

• Performance KPI’s, market share and supply chain information regularly reviewed by

the Board

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

3. Brand and customer

Description

Reputational damage leading to loss

of consumer confidence in ProCook

products or services

Reputational damage could be caused

by a variety of factors with examples

including customer data loss, product

quality, health and safety, ethical or

sustainability concerns, poor customer

service or, regulatory non-compliance

The Group’s business performance and

growth depends on the continued strong

perception and increasing recognition of

the ProCook brand

Link to strategy

• Attract, engage and retain more

customers

KPIs

• New customer acquisition

• 12-month repeat rate

Impact change in FY22

No change

Current factors: Heightened security risk

due to the Russian Invasion of Ukraine

Exec responsibility

Angela Porter, Chief Marketing Officer

Potential impacts

• Loss of existing customers, reducing life time values

• Reduced ability to attract new customers, potential higher cost of marketing

• Loss of sales and profit

• Loss of colleagues or a decrease in colleague engagement with the ProCook brand

Mitigations

• Thorough product quality testing and certifications

• Supplier selection and quality controls

• Payment Card Industry and Data Protection compliance activities

• Technology vulnerability and penetration testing with continual security improvement

programme

• Robust Health & Safety policies and protocols

• Thorough review of marketing and all external communications

• Colleague code of conduct and business culture, and monitoring of colleague

engagement levels

• Monitoring of various brand health metrics including Trustpilot reviews

Progress in FY22

• Acquired 723,000 new customers in FY22 and improved repeat rates in both Retail and

Ecommerce channels

• Introduced brand and customer metrics in weekly and monthly KPI reporting to improve

monitoring

• Raising our brand profile with discussions at Board level

• Made significant progress with environmental priorities including our partnership with the

Woodland Trust which we have begun to tell our customers about to raise awareness of

our sustainability credentials

• Introduced Sedex compliance monitoring for our product supplier base, helping to

ensure strong ethical and environmental compliance through rigorous audit processes

incorporating labour standards, health and safety and environmental assessments

• Continued our focus on utilising sustainable packaging and reducing single use plastics

across our product range and operations

• Made significant progress in developing Technology security capabilities

• Maintained our 4.8 excellent-rated Trustpilot score

• Monitored our Glassdoor ratings for colleague feedback which has improved to a score

of 4.6/5

• Progressed our B-Corp application and achieved Great Place to Work Certification

Board oversight

• Review of and customer metrics on a regular basis.

• Review and approval of the FY23 ESG strategy

ProCook Group plc Annual Report and Accounts 2022

Risk Management CONTINUED

4. Climate change

Description

Failure to meet our ever-increasing ESG

ambitions within acceptable timescales

across the business, and deliver on

customer, employee, and investor

expectations

Climatic risks associated with global

average temperature increases due to

increased concentration of greenhouse

gases in the atmosphere causing

significant natural disasters, changes

in legal frameworks, or disruption to

the Group’s supply chain or changes in

customer preferences

Link to strategy

• Reduce our environmental footprint

KPIs

• CO

emissions intensity

Impact change in FY22

New

Current factors: Increasing customer

awareness, increasing regulations

Exec responsibility

Steve Sanders, Chief Operating Officer

Potential impacts

• Climate-caused natural disasters could adversely impact the Groups operations including

its supply chain

• Legal and compliance changes could disrupt the Group’s operations and increase costs

of compliance (including taxation)

• Loss of Brand reputation due to insufficient progress or compliance failure

• Changes in customers preferences may require product or proposition changes

• Changes in packaging requirements could increase costs

• Loss of colleague engagement and higher labour turnover if insufficient environmental

progress is being made by the Group

Mitigations

• Focus on this topic at Board, Exec and Leadership Team level

• Mitigating unavoidable CO

emissions across Scope I and II

• ESG strategy approved and being actively progressed

• Sedex compliance monitoring for our product supplier base, helping to ensure strong

ethical and environmental compliance

• Fully electric vehicle fleet for all company cars

• Continual removal of all unnecessary product packaging (including single use plastic)

across our product range

• Use of a carbon-neutral partner as our primary home delivery transport solution

Progress in FY22

•

Appointment of a new ESG Director to lead progress in this important area

• New partnership with The Woodland Trust to mitigate unavoidable CO

emissions across

Scope I and II

• ESG strategy and targets developed and approved by the Board

• Fully adopted electric company cars across the fleet

• Developed a comprehensive environmental management system for monitoring water,

waste, energy and carbon emissions

• Created a risk register for environmental matters

• Introduced Sedex compliance monitoring across 95% of our product supplier base

• Developed environmental messaging for our customers and colleagues to promote

making sustainable choices

• Developed Task Force on Climate-related Financial Disclosures reporting as part of our

Annual Report

Board oversight

• Review and approval of the FY23 ESG strategy

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

5. Supply chain

Description

Failure to source products effectively

and ensure inventory is maintained in the

right volumes at the correct store and

warehouse locations to achieve sales

targets

Failure to manage cost pressures

in the supply chain (input and

transportation costs)

Failure to identify new and alternative

suppliers for new product ranges, or

where improvements in quality, capacity

or supplier service are required

Link to strategy

• Building on our foundations

KPIs

• Sales growth

• Underlying profit before tax

Impact change in FY22

Increase

Current Factors: Global supply chain

challenges in the wake of Covid-19,

Russian invasion of Ukraine, Inflationary

pressures

Exec responsibility

Steve Sanders, Chief Operating Officer

Potential impacts

• Delayed product shipments could lead to inventory shortages which may lead to a loss

of sales

• Increased product costs from input or raw material costs, and/or higher costs of shipping

and transportation, could reduce gross margins, or require increased selling prices which

may reduce sales

• Delays in order shipment to customers may damage the overall customer experience and

impact brand reputation

• Higher inventory levels may lead to increased costs of storage and logistics

Mitigations

• Continuous communication with suppliers and freight forwarders

• Robust inventory management including intake planning and availability optimisation

including weekly reviews with Exec leadership

• Use of well-established and reputable outbound suppliers with monthly performance

review meetings established

• Two warehouses in use, with inventory also located across 55 stores and in the

Netherlands, reduces risk of operational failure

• Established additional 3rd party storage facilities

• Product supplier base exceeds 100 suppliers providing flexibility and resilience

Progress in FY22

• Investment in higher inventory levels to protect availability during a period of global

supply chain disruption

• Implemented weekly stock management and intake planning review meetings

• Development of UK new distribution centre underway

• Established Covid-safe practices and routines throughout our distribution centres

• Achieved >98% delivery on time for UK Ecommerce orders

Board oversight

• Business continuity protocols reviewed at the Audit and Risk Committee

• Supply Chain deep dive and strategy topics reviewed by the Board

Operational risks

ProCook Group plc Annual Report and Accounts 2022

Risk Management CONTINUED

6. Technology platforms, data loss and cybersecurity

Description

Failure of technology systems to provide

a resilient platform for all business

activities or to prevent the loss of

data or loss of access in the event of a

security threat

Failure to develop appropriate

technology platforms to support strategic

ambitions in a cost-effective way or to

the required timescales

The Group relies on its critical Technology

systems to manage its business

operations including inventory and

supply chain management, recording and

processing customer transactions, and to

summarise performance results

Link to strategy

• Building on our foundations

KPIs

• Underlying profit before tax

• Trustpilot score

Impact change in FY22

No change

Current Factors: Reliance on proprietary

technologies, Russian war in Ukraine,

improved security capabilities

Exec responsibility

Dan Walden, Chief Financial Officer

Potential impacts

• Loss of access or functionality could result in loss of sales and/or reputational damage

and could require significant investment to fix or replace

• Loss of data (including customer data) may cause reputational damage, impact

operations and/or result in breach of compliance regulations with potential to result in

financial penalties

• Delayed implementation of new technologies could disrupt the Group’s business

operations, slow the pace of strategic progress, or result in higher costs

Mitigations

• The Group have established various security procedures and protocols including

vulnerability and penetration testing

• High level of system monitoring and “on-call” procedures helps ensure that high levels of

system up-time is achieved

• Test and deployment procedures established for technology developments and change

• External support agreements in place to assist with system monitoring, Data Protection

and Payment Card Industry compliance, and other critical activities

• Established policies and procedures including Disaster Recovery plans, system

documentation, PCI and GDPR compliance, and security protocols

Progress in FY22

• Achieved >99.9% system availability

• Implemented new Microsoft 365 Dynamics finance and inventory management systems

• Improved access controls including 2 Factor VPN to critical systems

• Introduced Penetration Testing procedures

• Developed new proprietary Ecommerce technology for initial use in the EU, using latest

code base and development frameworks to support agile development and security

improvements

• Enhanced Disaster Recovery plans for Technology

Board oversight

• Business continuity protocols reviewed at the Audit and Risk Committee

• Monthly Technology and Cybersecurity report reviewed and discussed by the Board

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

7. People and culture

Description

Failure to manage people-related risks

including potential loss of culture,

could result in operational or strategic

disruption

The success of the Group relies on the

continued service and expertise of its

people, and on its ability to continue to

attract, motivate and retain high calibre

colleagues

Link to strategy

• Make ProCook an even better place

to work

KPIs

• Colleague engagement score

Impact change in FY22

No change

Current Factors: Competitive job market,

challenging macro-environment,

Covid-19 pandemic and flexible workings

Exec responsibility

Daniel O’Neill, Chief Executive Officer and

Founder

Potential impacts

• Loss of existing expertise and knowledge could impact continuing operations, reducing

sales or profit

• Increases in costs of total reward or recruitment

• Failure to deliver outstanding customer service, improve the customer proposition or

achieve the company’s strategic objectives

• Delays in processing and completing business as usual tasks due to unplanned leave

• Increased levels of colleague absences and/or reduction in colleague engagement

Mitigations

• Monitoring of colleague engagement and other People KPIs by the Exec, Leadership

Team and Board

• Annual colleague performance reviews with accompanying personal development plans

• Training and development programmes established

• Thorough recruitment and induction procedures supported by the company’s People

team and external recruiters where appropriate

• ProCook Code of Conduct established and explained to all new starters

Progress in FY22

•

Foundation of a Nomination and Remuneration Committee to monitor our people

practises

• Increased focus on Senior Management succession and development with the Board

• Creation of a new company Diversity and Inclusion Policy

• Mental health first aid and awareness training launched

• Continued commitment to the Real Living Wage across the business

• Awarded Great Place to Work

certification

Board oversight

• People strategy reviewed by the Board

• Nominations Committee and Remuneration Committee established

ProCook Group plc Annual Report and Accounts 2022

Risk Management CONTINUED

8. Marketing effectiveness

Description

Investment in marketing activities is

ineffective in customer acquisition and/

or retention

The Group’s future growth depends

on customer acquisition and retention

with cost-efficient marketing spend,

appropriate creative messaging and

relevant media mix

Link to strategy

• Attract, engage and retain more

customers

KPIs

• Sales growth

• Cost per acquisition

• New customers acquired

• Active customer database

Impact change in FY22

No change

Current Factors: Adverse macro-

economic conditions, inflationary

pressures

Exec responsibility

Angela Porter, Chief Marketing Officer

Potential impacts

• A reduction in marketing effectiveness could result in higher costs and lower profits

• Loss of ability to attract new customers and retain existing customers in a cost-effective

way could lead to loss of sales and/or reduction in profits

• Failure to successfully achieve strategic growth ambitions

• Potential for brand and reputational damage

Mitigations

• The Group ensures the CMO, Brand Director and CEO sign off key messaging and spend

within a defined budget

• Close monitoring of KPIs as well as more detailed trading metrics including cost per

acquisition and Return on Ad Spend

• Customer messaging sign-off processes established

• Performance against marketing budgets monitored

Progress in FY22

•

Attracted 723,000 new customers (+73.8% year on year) during FY22

• Increased 12 month repeat rates by +6.9 percentage points in FY22

• Appointed a new Chief Marketing Officer to develop our recruitment and retention

capabilities to drive continued revenue growth

• Developed new recruitment channels including affiliate partners

• Expanded brand marketing activities to increase customer awareness and recruitment

including TV, press and digital channels

• Developed and launched messaging around environmental credentials

Board oversight

• Monthly review of KPIs

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

9. Finance and treasury

Description

Failure of the Group to effectively

manage its financial affairs and ensure

an appropriate financial position and

sufficient liquidity for future growth

Any failure in financial planning, financial

reporting, compliance with tax legislation,

or the maintenance of a robust financial

control environment

Link to strategy

• Building on our foundations

KPIs

• Underlying profit before tax

• Free cash flow

Impact change in FY22

No change

Current factors: Recent IPO, macro-

economic environment

Exec responsibility

Dan Walden, Chief Financial Officer

Potential impacts

• Inaccurate or untimely financial reporting may result in inappropriate decision making

and/or damage investor confidence

• Incorrect payment of tax or late payment which could result in fines or penalties

• Unexpected adverse impact of foreign exchange movements

• Loss of business assets through control failure or fraud

• Increase in costs and reduced profitability

• Loss of liquidity and/or business flexibility if insufficient headroom to support working

capital or investment decisions

• Reputational damage

Mitigations

• Experienced finance team with relevant technical capability

• External professional expertise utilised for selected areas (e.g., Tax, IPO, Risk

Management)

• Use of robust financial systems including Microsoft Dynamics 365

• Established relationships with banking partner with financial facilities to support working

capital and investment needs

• Foreign exchange hedging processes

• Regular budgeting and forecasting exercises undertaken

• Financial reporting timetable clearly established

• Financial Position and Prospects Procedures documentation maintained and reviewed at

least annually

• Financial controls continually reviewed and improved, with Finance Risk Register

established

Progress in FY22

• Investment in finance headcount to increase capacity and bring in additional technical

expertise

• Established a finance risk register, and made significant improvements to financial control

framework including introducing new policies and procedures, increasing process

documentation and improving segregation of duties

• Increased working capital finance facility and introduced a new Revolving Credit Facility

• Enhanced financial planning capabilities, implementing quarterly budgeting/forecasting

timetables and improving business accountability and cost control

• Introduced new reporting timetables for month-end and interims/prelims whilst

improving the quality of information for internal decision making

• Implemented Microsoft Dynamics 365 finance systems

• Appointed new Group tax advisor

Board oversight

• Monthly CFO reports reviewed and discussed by the Board

• FY23 Budget reviewed and approved by the Board

• Audit and Risk Committee reviews financial control framework and effectiveness and

financial reporting

• Group policies reviewed and approved by the Board

Financial and compliance risks

ProCook Group plc Annual Report and Accounts 2022

Risk Management CONTINUED

10. Regulatory and compliance

Description

Failure to comply with regulatory

standards including but not limited to

data protection, privacy, employment law,

health and safety, financial regulations,

consumer law

Failure to comply with internal policies

and procedures that could result in

financial or other losses

Link to strategy

• Building on our foundations

• Make ProCook an even better place

to work

KPIs

• Revenue

• Underlying profit before tax

Impact change in FY22

No change

Current factors: Recent IPO

Exec responsibility

Dan Walden, Chief Financial Officer

Potential impacts

• Regulatory breaches may lead to adverse publicity which could adversely impact sales

growth and profitability

• Potential fines or other penalties for non-compliance, or legal proceedings

• Injury to general public or colleagues

• Damage to or loss of stock or other assets

• Additional costs incurred in the event of an incident including resolution

• Focus diverted from business operations and strategy to resolve a compliance breach

• Loss of colleague engagement

Mitigations

• Group policies and code of conduct shared with colleagues

• External professional advice obtained on relevant matters for example GDPR, property

legal advice, employment advice, tax advice

• Health & Safety Manager leads the development of the Group’s Policy and completes site

audits and maintains incident reporting and monitoring

• Established policies and procedures for technical topics such as Trading Standards,

WEEE, Waste Management, Market Abuse Regulations, GDPR, PCI which are overseen by

senior management

• Company Secretary facilitates ongoing review of governance best practice

Progress in FY22

• No compliance breaches identified during FY22

• Launched new training for selected policies including GDPR, PCI and Market Abuse

Regulations

• Enhanced board reporting on all key compliance topics

• Introduced necessary compliance controls and policies in preparation for IPO

Board oversight

• Corporate governance topics reviewed and discussed at each Board meeting

• CFO reports to the Board on any key internal policy changes seeking approval

where needed

• Audit and Risk Committee review regulatory risks as part of risk management procedures

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

In accordance with the UK

Corporate Governance Code, the

Board of Directors must assess

whether the business has adequate

resources to continue in operation

for the foreseeable future and

as such, determine whether it is

appropriate to continue to adopt

the ‘Going Concern’ basis of

preparation.

Additionally, the Board is required to assess

the viability of the Group over a longer

time period to determine whether it has a

reasonable expectation that it will be able to

continue in operation and meet its longer-

term liabilities as they fall due (the ‘Viability

Statement’).

As part of these assessments, the

Board is required to consider the future

prospects of the Group by reference to its

current financial position, recent trading

performance, forecasts and financial

projections, its strategy and business model,

and its principal risks.

Going concern

and viability

Approach taken to

assess Going Concern

and Viability

In their consideration of

going concern the Board has

considered the 12 month period

from the date of signing these

financial statements. In their

consideration of viability, the

Board has determined that a

three-year viability assessment

period covering the three

financial years ending 30 March

2025, appropriately reflects the

speed of change in the current

retail and consumer environment

and is consistent with the

Group’s strategic planning cycle.

This period provides a balance

between the long-term nature

of investments and the key

drivers of near-term business

performance.

In considering the

appropriateness of adopting the

going concern basis in preparing

the financial statements the

Directors have considered

the Group’s principal risks and

assessed the impact of a range

of severe but plausible downside

scenarios on the Group’s

expected financial performance,

position and cash generation.

The scenarios were informed by

a comprehensive review of the

macroeconomic environment,

and the Group’s experience of

trading through the pandemic

over the last two years.

Consideration has been given

to the availability of facility

headroom and covenant

compliance within the Group’s

financing facilities which are set

out below.

Base case

The base case for the scenario

modelling extends from the

annual budget plan that

was approved by the Board

in April 2022 and updated

since to reflect our latest

trading expectations which we

announced on 10 June 2022 for

the FY23 financial year. Forecasts

for FY24 and FY25 return to a

growth trajectory, based on the

lower FY23 base.

Key assumptions include

Ecommerce and Retail sales

performance, opening of new

stores and websites, investment

in central headcount and brand

marketing, and the level of

inventory required to maintain

strong availability and the effect

on net working capital.

Modelling the impact

of potential downsides

scenarios

The Board’s assessment of the

principal risks highlights that the

most likely and impactful are

those surrounding customer and

macro-economic factors and

supply chain disruption.

The Directors have reviewed

the potential downside impact

of these risks unfolding,

modelled under

three severe but plausible

downside scenarios:

ProCook Group plc Annual Report and Accounts 2022

Going Concern, Viability

and s172(1) Statement

Scenario 1

A severe reduction in

customer demand, caused

by continued inflationary

pressures and reduced

disposable incomes, or

a drop in demand for

kitchenware product as

customers make choices to

spend elsewhere

Link to principal risks

2. Competition and macro-economic risks

3. Brand and customer

8. Marketing effectiveness

Financial impacts considered

• -

10% sales impact in each period resulting in a -35% reduction in revenue growth over the

assessment period

• +5% increase in cost per acquisition

Mitigations considered

• Direct operational (volume-related) costs adjust with sales

• Inventory levels are managed based on sales demand

• Senior Management short-term performance related compensation removed

Result

In this scenario, the Group would not breach any of its financial covenants and would not require any

additional sources of financing in any of the three years under review

Scenario 2

Major disruption to global

supply chain including

manufacturing in the Far East,

resulting in significant delays

to source and replenish stock

levels, reducing availability

for customers and increasing

cost pressures within

gross margin

Link to principal risks

5. Supply chain

Financial impacts considered

• -5% sales impact (from H2 FY23 onwards) in each period resulting in a -17% reduction in revenue

growth over the assessment period

• -2%pts gross margin impact

• Inventory levels reduce due to supply chain constraints

Mitigations considered

• Direct operational (volume-related) costs adjust with sales

• Senior Management short-term performance related compensation removed

Result

In this scenario, the Group would not breach any of its financial covenants and would not require any

additional sources of financing in any of the three years under review.

Scenario 3

Scenarios 1 and 2 combined

Link to principal risks

2. Competition and macro-economic risks

3. Brand and customer

8. Marketing effectiveness

5. Supply chain

Financial impacts considered

• -15% sales impact from H2 FY23 onwards in each period (-10% in H1 FY23), resulting in a -57%

reduction in revenue growth over the assessment period

• -2%pts gross margin impact

• +5% increase in cost per acquisition

• Inventory levels reduce due to supply chain constraints

Mitigations considered

• Direct operational (volume-related) costs adjust with sales

• Senior Management short-term performance related compensation removed

• Inventory levels are managed based on sales demand

Result

In this scenario, the Group would not breach any of its financial covenants and would not require any

additional sources of financing in any of the three years under review

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

Stress testing

The Directors have also reviewed

three stress tests which, whilst

considered extremely unlikely,

seek to determine the level of

sales decline compared to the

base case which would result

in a risk of financial covenants

being breached.

In these tests we have assumed

that direct variable operating

costs reduce as sales reduce,

savings of £2m per annum of

current fixed costs would be

achieved, net working capital

would reduce as inventory

levels are managed downwards

reflecting sales demand, and

the level of capital expenditure

would be limited to £1m per

annum in FY24 and FY25.

Additionally, we have reflected

the suspension of dividend

payments.

We have modelled the sales

decline required to breach either

of the current covenants in the

existing Revolving Credit Facility

(RCF) by the end of FY24 (Test

A), end of FY25 (Test B) and the

required sales decline to breach

the current facility maximum of

£10m (Test C) with the following

results:

Test A: A sales reduction of

-25% from Q2 FY23 and -35%

throughout FY24 would be

required to breach facility

covenants by the end of FY24.

Test B: A sales reduction of -25%

from Q2 FY23, -30% throughout

FY24 and -37% in FY25 would

be required to breach facility

covenants by the end of FY25.

Test C: A sales reduction of -54%

applied consistently from Q2

FY23 onwards would be required

to exceed the maximum current

RCF limit of £10m and this would

occur at the end of FY25.

Potential mitigations

If any of these hypothetical

downside scenarios were to

unfold, there are a series of

further mitigating actions that

ProCook could take to protect

the Group’s activities including:

• Increase selling prices for

products which have lower

price elasticity to help offset

additional import costs

• Identify alternative near-

shore manufacturing where

possible to mitigate exposure

to Far East supply

• Identify and enter into

partnerships to charter

vessels directly

• Increase inventory forward

ordering to protect availability

• Leverage promotional activity

to attract more customers

• Reduce discretionary above-

the-line marketing spend

• Renegotiate payment terms

with suppliers

• Reduce central overhead

costs (including headcount)

over the short or

medium term

• Delay capital expenditure

in retail, technology and

logistics

• Review and amend our

capital allocation and

dividend policy

• Extend financing facilities

with existing or new lenders,

potentially including the use

of the accordion option for

the RCF which is subject to

lender approval.

Financing arrangements

ProCook’s bank facility

agreements and the associated

covenants are set out in the

CFO’s Review within this report

and include a committed £10m

RCF (expiring in April 2025,

with two one-year extension

options to April 2027), an

accordion option to the RCF

subject to lender approval, with a

maximum facility of £5m, and an

uncommitted £6m Trade Finance

arrangement.

ProCook ended the financial

year with £3.8m cash and cash

equivalents and net debt of

£1.8m. The financial covenants

are tested quarterly in line with

our facility agreements. Under

normal trading conditions,

these covenants are met with

significant available headroom.

In the downside scenarios as

explained above, the Group

continues to forecast compliance

with all financial covenants

throughout the going concern

and viability period.

Going Concern and

Viability Statement

The Directors, following their

comprehensive review, have a

reasonable expectation that the

Group has adequate resources

to continue in operational

existence for the foreseeable

future and will be able to

continue in operation and meet

its liabilities as they fall due over

the viability assessment period.

Consequently, the Directors have

concluded that using the going

concern basis for the preparation

of the Financial Statements is

appropriate.

ProCook Group plc Annual Report and Accounts 2022

Going Concern, Viability

and s172(1) Statement

CONTINUED

Section 172

Statement

The Directors confirm that

they have acted in a way that

they consider, in good faith, to

be most likely to promote the

success of the Company for

the benefit of its members as a

whole, and in doing so have had

regard, amongst other matters,

to the matters set out in s172(1)

of the Companies Act 2006

(“s172 Matters”). This statement,

together with the examples on

pages 29 to 34, describes how

the Directors have had regard

for s172 Matters in respect of

the year.

The Company Secretary sets

out the s172 Matters in all

Board meeting packs to ensure

these are front of mind, and

the Directors are reminded of

their duty under s172(1) at the

start of each Board meeting.

Consideration of the broader

s172 matters forms an integral

part of Board discussion; the

Directors as a matter of course

have regard to the need to

maintain a reputation for high

standards of business conduct,

the need to act fairly between

stakeholders, and the long term

consequences of their decisions.

These considerations are

referenced in meeting papers as

relevant, and discussions thereof

recorded in the meeting minutes.

With regard to more Company

specific stakeholder groups,

the Board has identified those

key to the Company based

on each group’s potential

to a) be impacted by the

Company’s activities, and/

or b) have an impact on the

Company’s activities. These

key stakeholders, as agreed

by the Directors, are set out

on pages 29 to 34, together

with information about their

material issues and methods

of engagement. Whilst

Directors engage directly with

stakeholders on certain topics,

stakeholder considerations

on the whole are brought to

the Board’s attention through

reports and presentations from

the Executive Directors and

senior management. This is an

integral element of regular Board

reporting and, in the case of

certain stakeholders such as the

workforce, may be discussed as

a separate agenda item.

As a result of these processes,

the Directors have the necessary

oversight of the Company’s

engagement with stakeholders

to enable them to discharge

their duty under s172(1) in

the course of their decision

making. Moreover, the Board has

concluded that the Company’s

key stakeholders set out on

pages 29 to 34 are appropriate

and that the methods of

engagement for each are

proportionate and effective. The

Company’s key stakeholders and

methods of engagement will be

kept under review and reported

on each year in the Company’s

Annual Report.

Non-financial information statement

The table below sets out where stakeholders can find information in our Strategic Report that relates to

non-financial matters detailed under Section 414CB of the Companies Act 2006.

Reporting requirement Where to find more in this report Page

Employees Sustainability: Our People 35

Risk Management: People and culture 52

How we engage with our people 31

Human rights Sustainability: Our People 35

Social matters Sustainability: Our People 35

Environmental matters Sustainability: Our Planet 38

Task Force for Climate-related Disclosures 42

Anti-bribery and corruption Sustainability: Our People 35

Business model Our Unique Business Model 14

Principal risks Principal risks and uncertainties 47

Non-financial KPIs Strategy and KPIs 18

The Strategic Report was approved by the Board of Directors and authorised for issue on 4 August 2022.

For and on behalf of the Board

Daniel O’Neill Dan Walden

Chief Executive Officer Chief Financial Officer

Strategic Report

ProCook Group plc Annual Report and Accounts 2022

Chairman’s Letter

Board of Directors

Governance Framework

Division of Responsibilities

Nomination Committee Report

Audit and Risk Committee Report

Directors’ Remuneration Report

Directors’ Remuneration Policy

The Annual Report on Remuneration

Directors’ Report

103

Statement of Directors’

Responsibilities

Corporate

Governance

Report

ProCook Group plc Annual Report and Accounts 2022

Corporate Governance Report

Greg Hodder

Chairman

and expectations incumbent

on a premium listed company,

including those of the 2018

UK Corporate Governance

Code and Financial Conduct

Authority’s Listing Rules and

Disclosure Guidance and

Transparency Rules.

This section of the Annual

Report describes our corporate

governance structures and

processes and how they have

been applied during the period

from the Company’s admission

to trading on the London Stock

Exchange (“IPO”) on 12 November

2021 through 3 April 2022 (the

“period” or “year”).

My role as Chair

My role is to ensure that the

ProCook Group plc Board

operates effectively in delivering

the long-term success of the

Company for the benefit of all

of stakeholders. In fulfilling

this role, I seek to ensure

that Board proceedings are

structured and conducted

in such a way as to allow all

Directors to have the opportunity

to express their views openly

and that, in particular, the

Non-Executive Directors can

provide constructive support

and challenge to the executives.

More about my role, and the

roles of all the Directors and

Committees, can be found on

pages 72 to 73.

A strong start

I’m delighted with the progress

we’ve made in the months

since IPO. Our focus on strategy

underpins everything we do, and

I felt it was critical that we held a

full-day strategy session to agree

the Company’s strategic priorities

and three-year plan early on.

That session, held in January,

established a firm foundation on

which to build our Board agenda

for the months ahead.

We have also embedded

the corporate governance

framework and policies

introduced at IPO as well as

introducing additional policies

during the year. Further details

of our Board activities and

discussions, and how these

contributed to our strategy, can

be found on pages 70 to 71.

The year ahead

Now that the Board has

embedded its governance

framework and policies and

established effective ways of

working together both inside

and outside the boardroom, I will

continually assess and enhance

our governance arrangements

in line with best practice, the

needs of the Company, and the

expectations of our stakeholders.

Annual General Meeting

The 2022 AGM will take place

at 11.00 a.m. on 20 September

2022 at ProCook, Davy Way,

Waterwells, Gloucester, GL2

2BY. Should the UK Government

impose any prohibition on

non-essential travel and public

gatherings that impact the

AGM, the Company will update

shareholders through an

announcement to the London

Stock Exchange and on the

Company’s website. In any

case, shareholders are strongly

encouraged to register their

proxy votes online, regardless

of whether they plan to attend

the AGM in person, to mitigate

against the risk of any such

disruption. Further details

are included in the Notice of

AGM which will be sent to

shareholders with the prescribed

timescales. I look forward to

meeting those of you who are

able to attend.

Greg Hodder

Chairman

4 August 2022

I am delighted with the

progress we’ve made in the

months since IPO.”

“

Dear Shareholder,

I am pleased to present the

Company’s first Corporate

Governance Report following

its IPO on the London Stock

Exchange on 12 November

2021. The Board recognises that

sound corporate governance is

critical to ProCook’s long-term

success and we as a Board have

embraced the opportunity to

develop and strengthen our

governance arrangements

in accordance with the rules

ProCook Group plc Annual Report and Accounts 2022

Chairman’s Letter

Leadership and Company purpose

The Board is collectively

responsible for leading and

controlling all activities of the

Company, with overall authority

for establishing the Company’s

purpose, values and culture and

overseeing the management of

the Company’s business, strategy

and development. The Board

sets the Company’s strategic

direction and approves strategy,

policy, and key Company policies.

These decisions are underpinned

by regular financial reporting

and a robust approach to risk

management.

The Board has agreed the

Company’s purpose: Sharing

our passion for cooking. This

purpose guides the Company’s

entire strategy and is reflected

throughout the organisation’s

culture.

People and culture

The Board assesses and

monitors the Company’s culture

through several sources. At

its first meeting post-IPO, the

Board received and discussed

a comprehensive report from

the Company’s People and

ESG Director on the Company’s

People and Culture Strategy for

FY23. The Board also receives

monthly People reports from

the COO and these feature as a

standing item at Board meetings.

Making ProCook an even better

place to work is universally

recognised by the Board and

senior management as key to

our success and we are excited

about the initiatives in train for

the year ahead.

Workforce engagement

In accordance with the Code,

the Board has chosen to take a

blended approach and establish

a Workforce Advisory Panel

as well as appointing Luke

Kingsnorth as the designated

Non-Executive Director

to oversee the Company’s

engagement with the workforce.

The advisory panel is made up

of ten colleagues from different

areas and roles within the

business, with Luke Kingsnorth,

as designated NED, chairing the

meetings. The aim is to break

down the barriers of a traditional

corporate hierarchy and to allow

colleagues to feedback directly

to top-level management,

ensuring that ideas, suggestions,

and issues that come from the

ground floor of the organisation

are not missed. The Board will

update shareholders in its next

annual report on the activities

and outcomes of the panel.

Further information on the

Company’s policies and

approach to engaging with its

people can be found within the

Stakeholder Engagement section

of the Strategic Report on pages

29 to 34.

Compliance With the UK Corporate Governance Code

The Company is required to report on its compliance with the principles and provisions of the 2018

UK Corporate Governance Code (“Code”), a copy of which is available at www.frc.org.uk. The Board

considers that it has complied in full with the Code’s principles and provisions during the period. Further

information on how the Company has complied can be found on the following pages:

Leadership and company purpose: page 68

Division of Directors’ responsibilities: pages 72 to 73

Composition, succession and evaluation: Nomination Committee Report on pages 74 to 75

Audit, risk and internal control: Audit and Risk Committee Report on pages 76 to 79

Remuneration: Remuneration Report on pages 80 to 81

ProCook Group plc Annual Report and Accounts 2022

Corporate Governance Report

Greg Hodder

Non-Executive Chair

Daniel O’Neill

Chief Executive Officer

and Founder

Steve Sanders

Chief Operating Officer

Dan Walden

Chief Financial Officer

Appointment

Greg was appointed

on 29 October 2021.

Skills and Experience

Greg brings a wealth

of experience with

previous Non-Executive

Director and CEO

appointments and

a history of driving

fast growth from

entrepreneurial

companies with

particular experience

in e-commerce and

multi-channel. Greg has

spent much of his career

working in the retail

sector including roles

as President of New

York-based company

Smallbone PLC, CEO

of Charles Tyrwhitt

LLP and Chairman of

Majestic Wines plc.

Other Roles

Greg is currently a

Non-Executive Director

at Hotel Chocolat plc

and Senior Independent

Director at Jarrold &

Sons Ltd.

Appointment

Daniel was appointed on

19 October 2021.

Skills and Experience

Daniel founded ProCook

over 25 years ago and

has been employed

full-time in the business

since then. Prior to

founding ProCook

(originally trading as the

Professional Cookware

Company until 2008) in

the 1990s, Daniel had

an early career in direct

marketing businesses

and consultancy

services and in

software development,

developing skillsets

and experiences that

have provided guiding

principles to support

the development of the

ProCook business.

Other Roles

Daniel holds no

significant external

directorships.

Appointment

Steve was appointed

on 19 October 2021.

Skills and Experience

Steve has worked for

the Group for over

six years. Previously

holding the position of

CEO, on the expansion

of the executive team in

May 2021, Steve’s role

became more focused

and he subsequently

assumed the role of

Chief Operating Officer.

Before working for

ProCook, Steve was

Managing Director of

Shoon Ltd for eight

years and, before that,

Finance Director. He

has also worked as an

independent consultant

and was co-founder of

a consumer electronics

start-up before

successfully selling

it to a market leader

in 2000. Steve is a

chartered management

accountant.

Other Roles

Steve holds no external

directorships.

Appointment

Dan was appointed

on 19 October 2021.

Skills and Experience

Prior to joining ProCook

in May 2021, Dan

was Chief Financial

Officer of Booking.com

Transport. Before that,

he held several roles

at Dunelm Group

plc including Group

Finance Director and

Commercial Finance

Director. Before Dunelm,

Dan held various senior

finance and commercial

roles at Halfords and

Sainsbury’s. Dan is a

chartered accountant,

having begun his career

with KPMG.

Other Roles

Dan holds no external

directorships.

ProCook Group plc Annual Report and Accounts 2022

Board of Directors

3 3

Independent

Non-independent

Board independence

(excl. Chair)

Skills and experience

Strategy

Consumer/Retail

Ecommerce

Finance

Manufacturing

General management

Marketing

Female

Male

Board diversity

Gillian Davies

Independent Non-

Executive Director

David Stead

Senior Independent

Non-Executive Director

Luke Kingsnorth

Independent Non-

Executive Director

Appointment

Gillian was appointed

on 29 October 2021.

Skills and Experience

Gillian is a chartered

accountant who

qualified with KPMG and

has held a number of

senior financial positions

in both listed and

private equity-backed

international companies.

She spent 11 years as

Group Finance Director

of FTSE listed 4imprint

Group plc, during which

time the group was

extensively restructured

and delivered significant

growth. Most recently,

Gillian was CFO of AIM-

listed Harwood Wealth

Management Group

until its sale to private

equity.

Other Roles

Gillian is a Non-

Executive Director

and Chair of the Audit

Committee at Ten

Lifestyle Group plc.

She is also Senior

Independent Non-

Executive Director

at Knights Group

Holdings plc.

Appointment

David was appointed

on 29 October 2021.

Skills and Experience

An experienced director

of companies in the UK

retail sector, David was

Chief Financial Officer

of FTSE-listed Dunelm

Group plc from 2003

to 2015 and Interim

Chief Financial Officer in

2018. Prior to his role at

Dunelm, David served

as Finance Director for

Boots The Chemists

and Boots Healthcare

International between

1991 and 2003. David is

a chartered accountant,

having spent the early

part of his career

with KPMG.

Other Roles

David is the Senior

Independent Non-

Executive Director of

Joules Group plc and a

Non-Executive Director

of Naked Wines plc.

Appointment

Luke was appointed

on 29 October 2021.

Skills and Experience

Luke joined Charles

Tyrwhitt in 2010 as

Ecommerce Director

before rising to

Ecommerce and

Marketing Director in

2012. Between 2016

and 2019 he was

focused on establishing

the New York office and

managing all aspects

of the label’s North

American business,

before becoming CEO

in 2019. Prior to joining

Charles Tyrwhitt, Luke

was senior manager

at John Lewis Direct,

and has held several

e-commerce and

marketing roles at

companies including

Eurostar, British Sky

Broadcasting Group

and Skandia Life and

Manpower.

Other Roles

Luke is currently CEO of

Charles Tyrwhitt.

ProCook Group plc Annual Report and Accounts 2022

Corporate Governance Report

Board responsibilities

The Board comprises the Chairman, three

Executive Directors and three independent

Non-Executive Directors (“NEDs”).

The Board keeps a formal schedule of

matters specifically reserved for its decision.

These include the approval of the annual

and half-yearly results and associated

announcements, recommendation of dividends,

convening of shareholder meetings, Board

appointments, strategic plans and budgets,

ESG plans, significant capex proposals,

acquisitions, systems of internal control and

risk management and corporate governance

arrangements. No one Board member has the

power to make decisions on behalf of the Board

without the sanction of the other members.

The Board has formally delegated specific

responsibilities for audit, risk management

and financial control, Board composition and

remuneration to three standing Committees,

namely the Audit and Risk Committee,

Nomination Committee and Remuneration

Committee respectively. Each is chaired by the

Chairman or an independent NED, enabling

the Non-Executives to take an active role in

influencing and challenging the work of the

Executive Directors. The terms of reference of

the Committees are reviewed on a regular basis.

The Board has also established the Disclosure

Committee to oversee the identification,

management and disclosure of inside

information concerning the Company. The

Committee comprises the CEO, CFO, Senior

Independent Director and Audit and Risk

Committee Chair and meets on an ad hoc basis

as required.

Purpose, Mission

and Strategy

• Setting, developing and role-modelling our

purpose and business values

• Setting the strategy and mission to deliver

on the Company’s purpose, and secure the

continued growth of the Group over the long

term in the interests of all its stakeholders

• Ensuring that appropriate resources are in

place to successfully deliver the Company’s

mission and strategic priorities

Governance

• Instilling and maintaining a positive culture

that encourages strong ethical behaviours

• Ensuring that the business control

environment is appropriate and operationally

effective and that sound risk management

practices are in place

• Oversight of succession planning and talent

management

• Setting an appropriate remuneration policy

to attract and retain talent

• Ensuring that appropriate information

is shared with stakeholders in a

transparent way

• Ensuring full compliance with the UK

Corporate Governance Code

Performance

• Reviewing performance at an operational

and strategic level

• Reviewing the performance of the Board, the

Executive Directors and the Leadership Team

• Ensuring that the Board is well equipped with

appropriate skills and expertise, and that

committee memberships are appropriate and

effective

Audit and Risk Committee

Key Responsibilities

The Audit and Risk Committee

provides formal and transparent

arrangements for considering how

to apply the financial reporting and

internal control principles set out in

the UK Corporate Governance Code

(the “Code”). In doing so, it reviews

and maintains the Group’s financial

reporting and internal control and risk

management systems, advises the

Board on the Group’s risk strategy,

policies and potential exposures, and

maintains an appropriate relationship

with the Company’s Auditor.

Nomination Committee

Key Responsibilities

The primary purpose of the

Nomination Committee is to establish

a formal, rigorous and transparent

procedure for the appointment of

new directors to the Board. It also

oversees the development of a

diverse pipeline of potential Board

candidates.

Remuneration Committee

Key Responsibilities

The key role of the Remuneration

Committee is to establish a formal

and transparent procedure for

developing policy on executive

remuneration and to set the

remuneration packages of individual

directors.

ProCook Group plc Annual Report and Accounts 2022

Governance Framework

Board meetings

In advance of its meetings, the

Board is provided with an agenda

and all relevant documentation

in a timely manner to assist in

the discharge of its duties and

to ensure that decisions are well

informed and made in the best

interests of the Company. If a

Director is unable to attend a

Board meeting, they always have

the opportunity to discuss any

agenda items with the Chairman

before the meeting.

Conflicts of interest are

managed in accordance with

the procedure described under

“Directors’ conflicts of interest”

on page 100.

Board and Committee

meeting attendance

The following table shows the

attendance of the directors at

relevant meetings of the Board,

Audit and Risk, Remuneration and

Nomination Committees during

the year, excluding transactional

meetings held pre-admission to

deal with IPO matters.

Whistleblowing and

compliance

The Board is responsible for

monitoring and periodically

reviewing the Company’s

whistleblowing, anti-bribery and

anti-fraud policies. The Board

approved these as part of the

IPO process and satisfied itself

that sufficient arrangements

were in place to assist in the

prevention of fraud and enable

employees to report irregularities

confidentially and allow

appropriate investigation and

follow-up action to be taken.

Wider stakeholder

considerations

The Company’s key stakeholder

groups are set out in the

Stakeholder Engagement section

of the Strategic Report on pages

29 to 34.

Sustainability

Full details of the Company’s

sustainability strategy and

performance with regard to

sustainability are provided within

the Sustainability section of

the Strategic Report on pages

35 to 41.

Re-election

In accordance with the Code

and the Company’s Articles of

Association, all Directors are

subject to annual re-election by

the shareholders at the Annual

General Meeting.

Name Board

Audit and Risk

Committee

Remuneration

Committee

Nomination

Committee

Gillian Davies 3/3 2/2 1/1 1/1

Greg Hodder

2/3 n/a 1/1 0/1

Luke Kingsnorth 3/3 2/2 1/1 1/1

Daniel O'Neill 3/3 n/a n/a n/a

Steve Sanders 3/3 n/a n/a n/a

David Stead

3/3 1/2 1/1 1/1

Dan Walden 3/3 n/a n/a n/a

1 Greg Hodder was unable to attend the Nomination Committee and Board meetings on

16 March 2022 due to illness.

2 David Stead was unable to attend the Audit and Risk Committee meeting on 23 March

2022 due to a previous commitment.

Time commitment

Each Director’s other

commitments are disclosed

and, in the case of significant

appointments, approved by the

Board in advance. The Board

reviews a schedule of Directors’

interests at each Board meeting.

The Board is satisfied that the

other commitments of the

Chairman and the independent

NEDs do not prevent them

from devoting sufficient time

to the Company. The Executive

Directors work solely for the

Group and do not hold any

significant external directorships.

Access to advice

All Directors have access to

the advice and services of the

Company Secretary, who is

responsible for advising the

Board on corporate governance

matters. The Directors are able to

take independent, professional

advice to assist them, if

necessary, at the Company’s

expense.

Shareholder engagement

The Board, led by the Chairman,

is committed to maintaining

an open and constructive

dialogue with shareholders

to ensure there is a common

understanding of the strategic

objectives, governance and

performance of the Company.

The CEO and CFO undertake

investor roadshows following

the release of financial results

and feedback. The Company

has appointed financial public

relations advisers and corporate

brokers to gather investor and

analyst feedback, which is

presented to and reviewed by

the Board.

Corporate Governance Report

ProCook Group plc Annual Report and Accounts 2022

How governance contributes to strategy

The Board receives regular updates from the CEO, CFO and COO at each meeting, covering strategy,

finance and operations, respectively. These are complemented by deep dives into key areas of focus and

supported by governance and regulatory updates from the Company Secretary.

The Board is keenly focused on strategy and agendas are designed to ensure that the Board dedicates

sufficient time to discussing and debating those matters critical to delivering strategic success. The below

table sets out the Board’s key activities and discussions during the year and how these support our strategy.

Topic Key activities and discussions Link to strategy

Strategy Regularly received and discussed strategic updates and

proposals from the Executive Directors; supported the

development of strategy through individual insights and

constructive challenge

Held a dedicated away day to discuss and develop FY23

Strategy

Approved the FY23 Strategy and Budget following

thorough consideration and debate

All

Financial Received monthly financial updates including monthly

management accounts, performance against budget and

KPIs, cash position, debt position and banking covenants,

and any material financial risks arising

Approved the Capital Allocation Policy

Held a deep dive session on trading performance during

the peak period.

Monitored performance against Budget and City

expectations

All

Culture,

people and

stakeholders

Received regular People reports from the COO

Received and discussed updates from our People Director,

including employee survey results and other indicators of

employee satisfaction

Approved the establishment of a Workforce Advisory Panel,

on which we will receive regular reports going forward

Approved the appointment of Luke Kingsnorth as our

Designated Non-Executive Director for Workforce

Engagement

Held a deep dive session on ESG matters covering People,

Planet, and Product and Packaging

Make ProCook an even

better place to work

Reduce our

environmental footprint

Supply chain Regularly discussed supply chain management and

inventory management, particularly in light of ongoing

supply chain disruption

Received monthly stock and supply chain reports

Discussed plans for the development of a new

warehousing facility

A deep dive session on supply chain and logistics was held

post year-end

Building on our

foundations

ProCook Group plc Annual Report and Accounts 2022

Governance Framework CONTINUED

Topic Key activities and discussions Link to strategy

Customer

acquisition and

retention

Discussed and provided input into the digital marketing

strategy

Held a deep dive session on customer acquisition;

discussed methodology, key metrics and assumptions

A deep dive session on the development of the Company’s

e-commerce performance was held post year-end

Attract, engage and

retain more customers

Market

conditions and

opportunities

for expansion

Reviewed reports from the CEO on UK market conditions

and business growth compared to market growth

Reviewed European market sizes and opportunities as part

of FY23 strategy development

Discussed potential for European expansion, including the

launch of EU websites and prospective store locations

Attract, engage and

retain more customers

Developing our

proposition

Technology Reviewed and discussed management’s proposed tech

strategy and roadmap

Received regular updates on technology and cyber

security from the CFO

Held a deep dive session on tech strategy

Building on our

foundations

Product Discussed product development at the away day and a

deep dive on the subject is scheduled in early FY23

Developing our

proposition

Purpose and

values

Developed and agreed the Company’s purpose and values Sharing our passion for

cooking

Becoming the

customers’ first choice

for kitchenware

Internal

controls

and risk

management

Discussed the Group’s risk register

Oversaw the strengthening of the Finance function

Closely monitored the Company’s cash position through

regular updates from the CFO

Approved new banking arrangements including a new

Revolving Credit Facility

Received monthly reports on financials, cyber security and

IT, and health & safety

All

Corporate

governance

Regularly reviewed compliance with the UK Corporate

Governance Code

Received regular corporate governance updates from the

Company Secretary

Embedded the corporate governance framework and

policies introduced at IPO and approved additional policies

post-IPO including the Board Diversity Policy and Related

Party Transactions Policy

All

ProCook Group plc Annual Report and Accounts 2022

Corporate Governance Report

Clear division of roles and responsibilities on the Board

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

Chairman and CEO, are set out in the table below.

Role Responsibilities

Chairman The Chairman’s principal responsibility is the effective running of the Board and

includes:

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

development and determination of the Group’s strategy and overall commercial

objectives

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

Company is willing to embrace in the implementation of its strategy

• Running the Board and setting its agenda

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

and participate in the business of the Board

• Encouraging all Board members to engage in Board and committee meetings by

drawing on their skills, experience and knowledge

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

including by the CEO, CFO and other executive management

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

major investors

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

and individual directors

• Shaping the culture of the boardroom

• Ensuring that the board listens to the views of shareholders, the workforce,

customers and other key stakeholders

Chief Executive

Officer (“CEO”)

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

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

proposing these to the Board

• Implementing the decisions of the Board and its Committees;

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

executive team

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

and corporate governance

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

regarding the Company’s culture

Chief Financial

Officer (“CFO”)

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

financial affairs, including:

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

solid financials

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

• Assessing the benefit of new investment opportunities and capital expenditure

initiatives

• Drafting the Company’s statutory financial statements and monthly management

accounts

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

Audit and Risk Committee

ProCook Group plc Annual Report and Accounts 2022

Division of Responsibilities

Role Responsibilities

Chief

Operating

Officer (“COO”)

The COO is responsible for overseeing the daily operational and administrative

functions of the business, including:

• Assessing and enhancing the efficiency of operational processes

• Leading staff to achieve sales and organisational objectives

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

and culture

• Ensuring that operational policies and practices drive behaviour and that

appropriate standards of governance permeate throughout the organisation

• Overall responsibility for People, Health & Safety, Property, and Supply Chain and

Logistics

Senior

Independent

Director (“SID”)

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

serving as an intermediary for the other directors and shareholders, including:

• Working with the Chairman, directors and shareholders to resolve significant or

sensitive issues

• Assisting in the maintenance of the stability of the Board and Company,

particularly during any periods of stress

• Taking responsibility for an orderly succession process for the Chairman, working

closely with the Nomination Committee

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

through the usual channels of the Chairman, CEO or other executive directors

• Leading the performance evaluation of the Chairman on behalf of the other

directors

Non-Executive

Directors

(“NEDs”)

The NEDs are independent and have been appointed for their knowledge and

expertise. Their key role is to contribute to the strategic direction of the Group,

including:

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

Executive Directors;

• Providing an independent sounding board to the Chairman and Executive

Directors.

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

risk, remuneration, and composition of the Board.

• Luke Kingsnorth has also been appointed as the designated Non-Executive

Director for workforce engagement (see more on page 31)

Corporate Governance Report

ProCook Group plc Annual Report and Accounts 2022

Dear Shareholder,

I am pleased to present

ProCook’s first Nomination

Committee (“Committee”) Report

to shareholders for the year

ended 3 April 2022 (the “year”).

The Committee has made a good

start, having had its inaugural

meeting in March 2022, where

we reviewed the composition of

the Board and its Committees;

reviewed the composition

and structure of the senior

management team; discussed

long-term succession planning

and the development of the

executive pipeline; and reviewed

and approved the Board Diversity

Policy for recommendation to the

Board, details of which are set

out in this report.

The Executive Directors were

also invited to attend this

meeting and provided the

Committee with valuable insight

into the resourcing needs of the

business and actions being taken

to ensure the necessary skills

and experience are in place to

drive the Company’s strategy

forward.

Key responsibilities

The purpose of the Committee

is to establish a formal, rigorous

and transparent procedure for

the appointment of new directors

to the Board, as required by the

UK Corporate Governance Code

(the “Code”). The Committee’s

main responsibilities, as outlined

in its terms of reference, are:

• Reviewing the structure, size

and composition (including

the skills, knowledge,

experience and diversity)

of the Board and making

recommendations to the

Board with regard to any

changes.

• Ensuring plans are in place for

orderly succession to Board

and senior management

positions and overseeing the

development of a diverse

pipeline for succession.

• Reviewing the leadership

needs of the organisation,

both executive and non-

executive, with a view to

ensuring the continued

ability of the organisation to

compete effectively in the

marketplace.

• Identifying and nominating,

for the approval of the Board,

candidates to fill Board

vacancies as and when

they arise.

• Evaluating the balance of

skills, knowledge, experience

and diversity on the Board,

and, in light of this evaluation,

preparing a description of the

role and capabilities required

for a particular appointment.

• Reviewing the time required

from non-executive directors.

Performance evaluation is

used to assess whether the

non-executive directors

are spending enough time

fulfilling their duties.

The Committee’s terms of

reference are available on the

Company’s website.

Board composition

Given that the Board and its

Committees were established

just prior to the Company’s

listing on 12 November 2021,

the first annual evaluation of the

operation and effectiveness of

the Board, its Committees and

individual Directors has not yet

taken place. The Committee

will conduct this review during

the current financial year and

will report on the outcome in

its report to shareholders in the

FY23 annual report.

Gillian Davies

Member

David Stead

Member

Luke Kingsnorth

Member

The skills and experience of all Committee

members can be found on pages 66 to 67.

Committee meeting attendance is set out on

page 69.

Greg Hodder

Chair

ProCook Group plc Annual Report and Accounts 2022

Nomination Committee Report

Succession planning

The Board has delegated

responsibility to the Committee

for leading the process for

identifying and nominating Board

candidates, as well as keeping

the diversity of the Board under

review. When making a Board

appointment, the Committee

will seek to identify an individual

with the skills, knowledge and

experience required to fulfil the

role, taking account of the added

value that the individual brings

to the Board in terms of creating

a diverse, and therefore more

effective, decision-making body.

The Committee also has

responsibility for oversight of

the development of a diverse

pipeline of potential Directors

and senior managers. This

is supported by the Group’s

Diversity and Inclusion Policy

described on page 75, which

aims to ensure that ProCook’s

workforce is truly representative

of all aspects of society and

that employees feel involved,

valued and respected. We are

looking forward to hearing from

the Company’s People and ESG

Director, who will be joining a

Committee meeting this year

to provide further insight into

the business’s approach to

developing a diverse pipeline.

Election and re-election

of Directors

In accordance with the Code

and the Company’s articles of

association, all Directors will

offer themselves for election

by shareholders each year at

the Company’s annual general

meeting. Both the Committee

and the Board are satisfied that

all Directors continue to be

effective in, and demonstrate

commitment to, their respective

roles on the Board and that each

makes a valuable contribution to

the leadership of the Company.

The Committee therefore

recommends that shareholders

vote in favour of all Directors’ re-

election at the AGM.

Priorities for FY23

Over the coming year, the

Committee will focus on ensuring

appropriate succession plans are

in place that are supported by

a formal and rigorous process,

having due regard to diversity

in all its forms including gender,

ethnicity, and background.

The Committee will conduct

a formal performance review

towards the end of FY23, once

the Board has settled into its first

year of operation, to ensure the

composition of the Board and its

Committees remains appropriate

to the needs of the business.

Greg Hodder

Nomination Committee Chair

4 August 2022

Diversity and Inclusion Policy

Policy Statement

The Board recognises the benefits of diversity in its

broadest sense and believes that the Board’s capabilities

are improved by a diverse balance of skills, expertise,

gender, ethnicity, and professional and social backgrounds.

Together, this brings the widest possible breadth of

perspectives, insights and challenge to the decision-

making process, ultimately ensuring the Board and senior

management are equipped to promote the long-term

success of the Company.

The Board supports the recommendations set out in the

FTSE Women Leaders Review on gender diversity and the

Parker Review on ethnic diversity.

Objectives and Progress

Supported by the Nomination Committee, the Board will:

• Consider all aspects of diversity, including gender and

ethnicity, when reviewing the composition and balance

of the Board and when conducting the annual Board

effectiveness review.

• Only engage executive search firms who have signed

up to the voluntary Code of Conduct on gender

diversity and best practice.

• Encourage and monitor the development of internal

high calibre employees including considering all

aspects of diversity to help support the internal talent

pipeline for succession at both Board and senior

management level.

• Ensure that candidate lists for Non-Executive Director

positions are compiled by drawing from a broad and

diverse range of candidates, including those who may

not have previous listed company experience but who

possess suitable skills or qualities.

Given that the Board was only recently constituted just

prior to IPO in November 2021, no such activities have yet

taken place. The Committee will provide a more fulsome

report next year.

Gender balance of senior management and direct reports

The gender balance of the Board is shown on page 67. The

gender balance of the Leadership Team is included in the

Sustainability section of the Strategic Report on page 35.

ProCook Group plc Annual Report and Accounts 2022

Corporate Governance Report

Dear Shareholder,

I am pleased to present the

inaugural report of the Audit and

Risk Committee (“Committee”)

for the year ended 3 April 2022

(the “year”). The principal focus

of the Committee since IPO has

been on supporting and guiding

the Executive Directors as they

navigate the challenges of

becoming a listed company.

In addition to adapting to life

as a premium-listed plc, the

Company has dealt with wider

macroeconomic uncertainty

arising from the lasting impact

of the Covid-19 pandemic, the

Russian invasion of Ukraine,

supply chain disruption and

high levels of inflation. The

Committee has maintained its

focus on driving improvements in

the finance function and internal

controls, where significant

improvements have been made,

as well as focussing on these

macroeconomic issues.

Key responsibilities

The Committee’s key

responsibilities, as outlined in its

terms of reference, are:

• Monitoring the integrity of

the financial statements of

the Company and any formal

announcements relating to

financial performance.

• Reviewing the adequacy

and effectiveness of the

Company’s internal financial

reporting and internal control

policies and systems.

• Overseeing the Company’s

arrangements for its

people to raise concerns, in

confidence, about possible

wrongdoing in financial

reporting or other matters.

• Reviewing the Company’s

procedures for detecting

fraud and preventing bribery

and money laundering.

• Overseeing the effectiveness

and performance of the

external Auditor and making

recommendations to the

Board regarding their

appointment or removal.

• Advising the Board on the

Company’s overall risk

appetite, tolerance and

strategy, and principal and

emerging risks.

• Monitoring and reviewing

the effectiveness of the

Company’s risk management

framework.

The Committee’s terms of

reference are available on the

Company’s corporate website.

How the Audit and Risk

Committee discharges

responsibilities

The Committee has unrestricted

access to Company documents

and information as well as to

employees of the Company

and the external Auditor.

The Committee Chair meets

regularly with the Chief Financial

Officer. Members of the

Committee may, in pursuit of

their duties, take independent

financial advice on any matter,

at the Company’s expense.

The Committee Chair reports

the outcome of Audit and Risk

Committee meetings to the

Board.

The Committee meets at least

three times a year and has an

agenda linked to the events in

the Group’s financial calendar.

The Committee met twice

during the remainder of financial

year following the IPO on 12

November 2021.

Luke Kingsnorth

Member

David Stead

Member

The qualifications and experience of all

Committee members can be found on pages

66 to 67. All members of the Committee have

recent and relevant financial experience and

the Committee as a whole has competence

relevant to the retail sector.

Committee meetings are routinely attended

by the Chairman of the Board, Chief

Executive Officer, Chief Financial Officer, Chief

Operating Officer and the external Auditor.

The Committee also meets separately with

the external Auditor without management

present at least annually. Committee meeting

attendance is set out on page 69.

Gillian Davies

Chair

ProCook Group plc Annual Report and Accounts 2022

Audit and Risk Committee Report

Significant items

considered during

the year

Internal controls

Management provided an

update on internal controls

at each Committee meeting,

which allowed the Committee

to interrogate and provide

input on improvements in the

following areas:

• Purchase to pay process

• Sales to cash process

• Month-end close

• Segregation of duties

• Cash forecasting and

reporting

• Capital Expenditure controls

• Policy updates

• Budgeting and forecasting

• Financial reporting and VAT

Finance team

The Committee supported

management in the development

of the Company’s Finance

function into an appropriately

resourced team that is suitably

structured for the needs of a

premium-listed company. At

the request of the Committee,

management provided a detailed

update on this process at each

Committee meeting.

Going concern and viability

assessment

In preparation for the publication

of the Company’s FY22 financial

statements, the Committee

conducted a comprehensive

review of the going concern

position. Management prepared

a paper setting out the

methodology and assumptions

used for the assessment of

going concern, summarising

projected performance over

a three-year forecast period,

together with sensitivity analysis.

The Committee discussed the

assumptions and results in detail,

including:

• The assumptions driving the

base case projections

• Results of the severe but

plausible downside scenarios

• The results of the stress tests

undertaken

• The variability and fixed

nature of the cost base

• The profile of projected cash

flows under each scenario

and stress test, and any areas

where cash headroom may

become tighter

• The available finance facilities

and the impact of the

scenarios and stress tests on

meeting covenant tests

• The mitigations available to

management should they

be needed

Following this detailed review,

the Committee confirmed

to the Board that they were

satisfied that the Group should

adopt the going concern basis

of accounting in preparing the

financial information for the

year ended 3 April 2022 and

that there was a reasonable

expectation that the Group has

adequate resources to continue

in operational existence for the

foreseeable future and will be

able to continue in operation

and meet its liabilities as they fall

due over the viability assessment

period.

Financial statements and

significant financial judgements

The Committee considered, in

particular, the following matters,

as identified by the Auditor, in

relation to the Group’s half-year

and full-year financial statements:

• Accounting policies,

estimates and judgements,

and the transition to IFRS

• Ongoing impact of Covid-19

and widespread inflation

• Russian invasion of Ukraine

• Supply chain, in particular,

reliance on supply from China

and global supply chain

disruption

• Business support systems

• Disaster recovery

• Climate change

Economic volatility resulting

from Covid-19, inflation, and the

Russian war on Ukraine

The Committee supported

management in its response

to an extremely testing

macroeconomic environment

whereby consumer behaviour

patterns became increasingly

difficult to predict and

understand. The Committee

offered guidance and

advice on dealing with such

unprecedented uncertainty in

financial and practical terms,

including the associated issues

of inventory control.

ProCook Group plc Annual Report and Accounts 2022

Corporate Governance Report

Internal controls

The Committee is responsible for

reviewing the Company’s internal

financial controls and internal

control management systems

and the Board is ultimately

responsible for establishing

procedures to oversee the

internal control framework.

The Committee received

updates on improvements to the

Company’s internal controls at

each of its meetings and has, on

behalf of the Board, considered

the effectiveness of the internal

control systems and risk

management processes in place

during the year.

Risk management

systems

The Board is responsible for

the Group’s risk management

framework and the Committee

has been delegated

responsibility for reviewing the

overall process of assessing

business risks and managing the

impact on the Group. The Board

retains overall responsibility

for the level of risk the Group is

willing to take and for allocating

sufficient resource to the

management of business risk.

The Leadership Team reviews

the Company risk register

regularly and reports any

proposed changes to the

Committee and the Board.

As part of the ongoing

assessment of the business’

principal risks and uncertainties,

the Committee has considered

several factors including the

macroeconomic landscape,

supply chain disruption, climate

change as well as cyber and

technology risks.

The principal risks and

uncertainties of the Group and

their mitigation are included

on pages 47 to 57. The

crystallisation of these risks has

been considered in the Viability

Statement on pages 58 to 61

and going concern assessment

on page 60.

Annual Report and

Accounts and results

announcements

During the period, the Committee

formally reviewed draft half and

full year results announcements

and the Annual Report and

Accounts. These reviews

considered:

• The accounting principles,

policies and practices

adopted in the Group’s

financial statements and

proposed changes to them

• Significant accounting issues

and areas of judgement and

complexity

• The integrity of the financial

and non-financial information

The Committee was satisfied

with management’s presentation

of the FY22 half and full year

results and announcements and

the Annual Report and Accounts.

The External Auditor confirmed

to management that they

were not aware of any material

unadjusted misstatements

during the course of their audit.

The Committee has reviewed

the Annual Report and Financial

Statements and is satisfied that

taken as a whole they are fair,

balanced and understandable

and provide shareholders with

the necessary information to

assess the Group’s position and

performance, business model

and strategy and should be

recommended to the Board.

External auditor

The Committee oversees the

Group’s relationship with the

external auditor and makes

recommendations to the

Board concerning the auditor’s

appointment, re-appointment

and remuneration. Mazars LLP

was appointed as the Group’s

Auditor during 2021 prior to

the IPO and their first audit

of the Group is in respect of

these financial statements for

the year ended 3 April 2022.

Charlene Lancaster is the Audit

Partner. The Committee intends

to comply fully with the FRC

Guidance on External auditors

and carry out an audit tender

at least every ten years and

mandatory rotation at least every

20 years.

The Committee considers at

least annually the independence

and objectivity of the Auditor,

taking into consideration the

relevant UK professional and

regulatory requirements. In

March 2022 the Committee

reviewed a statement from

the Auditor detailing its

independence policies and

safeguards and confirming its

independence. Following this

review, the Committee agreed

that the Auditor is independent.

The Committee has considered

and approved the terms of

engagement and fees of the

Auditor in respect of the audit of

the accounts for the year ended

3 April 2022. Audit fees payable

by the Group to Mazars LLP

during the year totalled £145k.

There were no contingent fee

arrangements. Mazars LLP were

appointed to carry out certain

Agreed-Upon Procedures of

the Group’s financial information

for the 28-week period ended

17 October 2021. The provision

ProCook Group plc Annual Report and Accounts 2022

Audit and Risk Committee Report CONTINUED

of an Agreed-Upon Procedures

review is a permissible audit-

related service under the FRC’s

Ethical Standard 2019. The fee

for the Agreed-Upon Procedures

review was significantly below

the 70% cap mandated by the

FRC’s Ethical Standard. The ratio

of non-audit fees to audit fees for

the year was 0.1:1.

The Committee has approved

a non-audit services policy and

confirms that the work carried

out by the Auditor to date has

been in accordance with that

policy.

To fulfil its responsibility

regarding the effectiveness

of the external auditor and

oversight of the audit process,

principal procedures carried out

by the Committee include:

• Review of the relevant skills

and experience of the audit

partner and team

• Review of the Auditor’s

planning report detailing

scope of the audit, materiality

and identification of areas of

audit risk

• Consideration of formal

reports from the Auditor

about the audit process,

issues which arose during

the audit and their resolution,

key accounting issues and

judgements

• Consideration of

recommendations made

by the Auditor in their

management letters and the

adequacy of management’s

response.

Based upon its reviews the

Committee has recommended

the reappointment of Mazars LLP,

as external auditor, to the Board.

Internal audit

During the year, the Group

did not have an internal audit

function as it had been agreed

that the Group’s size and

activities were such that internal

assurance was achievable

through other means, including

the close involvement of the

Executive Directors in the day

to day running of the Group and

regular reviews by management

of detailed management

information.

The Committee has concluded

that regular reporting from and

discussions with management

remain an appropriate means

of obtaining assurance as to

the effectiveness of the Group’s

internal controls, given the size

and complexity of the Group, and

that a permanent internal audit

function is therefore not required

at this time. The Committee

will review this position at least

annually.

Annual evaluation

Given that the Board is so

newly constituted, no formal

effectiveness review of the

Board and its Committees has

yet taken place. Over the next 12

months, the Company intends to

conduct an internally-facilitated

evaluation of the performance of

the Board, as part of which the

performance of the Committee

will also be assessed. I will report

on the outcome of the review

in my report to shareholders

next year.

Priorities for FY23

During the forthcoming year,

the Committee will continue

to support and challenge

management through the

evolution of the Group’s internal

controls framework, as well

as ensuring that the new risk

management framework is

further embedded within

the Group, including to bring

increased rigour to the review

of the Company’s risks and risk

appetite.

Gillian Davies

Audit and Risk Committee Chair

4 August 2022

ProCook Group plc Annual Report and Accounts 2022

Corporate Governance Report

Greg Hodder

Member

Gillian Davies

Member

Luke Kingsnorth

Member

Focus areas for 2022/23:

• Review ongoing implementation of the

Policy to ensure it operates as intended.

• Monitor developments in best practice.

• Undertake a review of the Committee’s

performance since IPO, its composition

and terms of reference.

Dear Shareholder,

On behalf of the Board and its

Remuneration Committee, I

am pleased to present our first

Directors’ Remuneration Report

which, in line with UK reporting

regulations, is divided into three

sections:

• This annual statement, which

summarises the work of the

Committee and our approach

to remuneration

• The directors’ remuneration

policy, which outlines our

approach to remuneration

and the parameters within

which we will implement our

pay arrangements, and how

this links to our strategy

• The annual report on

remuneration, which sets

out the remuneration

arrangements and incentive

outcomes for FY22, and

how the Committee intends

to implement the new

remuneration policy in the

FY23 financial year

As this is the first financial

year since our admission on

12 November 2021, we will

present two remuneration

related resolutions at our

forthcoming Annual General

Meeting:

• A binding vote on the

directors’ remuneration policy

• An advisory vote on the

annual statement and

the annual report on

remuneration

I have summarised our approach

on these below and further

details can be found in the

Remuneration Report. I hope

you find this report and our

Remuneration Policy clear and

that you will give your support

when voting at our AGM.

Context of remuneration

On 12 November 2021, the

Company was admitted to the

premium listing segment of

the Official List of the Financial

Conduct Authority and to

trading on the London Stock

Exchange’s Main Market for

listed securities. It became a

constituent of the FTSE All-Share

on 12 November 2021.

With effect from the IPO, new

remuneration arrangements

were introduced for the

Executive Directors which

broadly align to the market

and comply with all material

elements of good practice

and are the Group’s forward

looking executive remuneration

arrangements. It is these

arrangements on which approval

for the Policy is being sought at

the AGM.

Remuneration for FY22

Provisional targets for the Annual

Bonus Plan and the PSP were

prepared, prior to the Company’s

three year plan being finalised

following the IPO. Once this

updated plan had been approved

by the Board, the respective

targets were confirmed. This

one-off process for the first set of

incentives following IPO ensured

that the finalised targets were

fair, relevant and motivating. In

the future the Committee intends

to confirm Annal Bonus targets

at the beginning of the financial

year and PSP targets at the date

of grant.

For the financial year the Group

delivered total revenue of

£69.2m (+29.5% year-on-year

growth) and underlying profit

before tax of £9.5m (FY21: £8.3m).

Despite this performance,

against the stretching targets set,

the outturn for underlying profit

before tax is below the level of

performance required under the

David Stead

Chair

ProCook Group plc Annual Report and Accounts 2022

Remuneration Committee Report

Annual Bonus Plan and therefore

there is no bonus being awarded

to the Executive Directors in

respect of FY22. Further details

of performance against the

relevant targets can be found on

pages 93 to 94 of this report.

There were no long-term

incentives vesting in relation to

FY22 performance. As outlined

in the IPO Prospectus, Steve

Sanders held options that were

either exercised or released

immediately prior to Admission.

No Committee discretion has

been applied to remuneration

outcomes.

Directors’ Remuneration

Policy

In the lead up to admission,

the proposed Directors’

Remuneration Policy was

considered carefully to

ensure that, after admission, it

incentivises and rewards long-

term, sustainable growth of the

Company, complies with the UK

Corporate Governance Code

and is in line with market best

practice and the guidelines of

UK institutional shareholders

and advisory bodies. The policy

is designed to provide market

competitive remuneration for

the achievement of stretching

targets. The incentives are

intended to reward for achieving

the long-term business strategy,

with a significant proportion

payable in shares, which must be

held long term.

Full details of the Remuneration

Policy are set out on pages

82 to 91.

Implementation of

the Remuneration

Policy for FY23

The Remuneration Committee

intends to operate the

Remuneration Policy for FY23 as

follows:

Base salaries

Salaries on admission were set at

£300,000 for the CEO, £200,000

for the COO and £250,000 for

the CFO and these will remain

unchanged for FY23.

Pensions/benefits

A defined contribution/salary

supplement of 3% of salary

will be offered to the current

Executive Directors, together

with a standard suite of other

benefits.

Annual bonus

For FY23, the maximum annual

bonus is 100% of salary and

payments will be based on

30% underlying profit before

tax performance, 20% revenue

target, 20% free cash flow, 15%

colleague engagement and 15%

achieving ESG targets. 25% of

any bonus will be deferred into

shares for two years.

Long-term incentives

On 12 November 2021, the

Executive Directors were granted

the first performance share

awards under the Performance

Share Plan (‘PSP’). A further

award is expected to be made

in July 2022. Award levels will

be set at 100% of salary for the

Executive Directors. Performance

targets will be based on

EPS performance over the

performance period.

As outlined in the IPO

Prospectus, awards were made

under the IPO Employee Share

Plan following Admission and no

further awards are to be made

under this plan.

The Committee believes that

the above approach takes due

account of market and best

practice and, importantly, also

reflects and supports ProCook

Group’s strategy and promotes

the Company’s long-term

success.

Wider ProCook Team

The Group’s employees are

critical to the development of the

business and the Remuneration

Committee takes an active

interest in the wider employee

base. The Committee is made

aware of pay and employment

conditions throughout the Group

and is mindful of this when

making decisions on executive

pay. It also is responsible

for reviewing wider all-

employee pay.

An ESP Award was granted to

all employees of the Group who

were employed by the Group

as at 31 March 2021. These ESP

Awards are intended to reward

the wider employee group

for their contribution to the

Company and motivate them

going forwards. The number

of shares subject to awards

received was dependent on

salary and length of tenure.

Participation in the Company’s

SAYE Scheme is offered to all

employees and the first offer was

launched in November 2021 with

the awards granted in January

2022. 143 colleagues took up

the offer, which was regarded

as very encouraging and when

combined with the participation

under the IPO Employee

Share Plan means that a very

substantial proportion of the

workforce have a direct interest

in the share price performance of

the Company. The Group intends

to consider offering subsequent

SAYE grants annually.

On behalf of the Committee

thank you for reading this report

and we look forward to receiving

your support at the forthcoming

AGM in relation to the pay-

related resolutions.

David Stead

Chair of the Remuneration

Committee

4 August 2022

ProCook Group plc Annual Report and Accounts 2022

Governance Report

This section sets out the Company’s first Directors’ Remuneration Policy which has

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

Groups (Accounts and Reports) Regulations 2008, as amended in 2013, 2018 and

2019. Our new Directors’ Remuneration Policy will be put to a binding shareholder

vote at our 2022 Annual General Meeting and will take formal effect from that date,

subject to shareholder approval. The policy will formally apply for three years unless a

new policy is presented to shareholders before then. Following approval, all payments

to directors will be consistent with the approved policy. The Policy, as set out in this

section, is consistent with the information provided in the IPO prospectus.

The Committee has ensured that the Directors’ Remuneration Policy and practices are consistent with the

six factors set out in Provision 40 of the Corporate Governance Code:

Clarity

Our Directors’ Remuneration

Policy is well understood by

our senior executive team and

is clearly articulated to our

shareholders and representative

bodies.

Simplicity

The Committee is mindful of the

need to avoid overly complex

remuneration structures which

can be misunderstood and

deliver unintended outcomes.

Therefore, a key objective of the

Committee is to ensure that our

Directors’ Remuneration Policy

and practices are straightforward

to communicate and operate.

Risk

Our Directors’ Remuneration

Policy has been designed to

ensure that inappropriate risk-

taking is discouraged and will not

be rewarded via (i) the balanced

use of both annual incentives

and long-term incentives which

employ a blend of targets, (ii)

the significant role played by

shares in our incentive plans

(together with bonus deferral

and shareholding guidelines) and

(iii) malus/ clawback provisions

within all our incentive plans.

Predictability

Our incentive plans are subject

to individual caps, with our share

plans also subject to standard

dilution limits. The use of shares

within our incentive plans results

in actual pay received being

highly aligned to the experience

of our shareholders.

Proportionality

There is a clear link between

individual awards, delivery of

strategy and our long-term

performance. In addition, the

significant role played by

variable pay, together with the

composition of the Executive

Directors’ service contracts,

ensures that poor performance is

not rewarded.

Alignment to culture

Our executive pay policies are

fully aligned to the Company’s

culture through the use of

metrics in both the annual

bonus and PSP that measure

how we perform against

key aspects of our strategy,

which has the objective of

delivering sustainable growth in

profitability.

ProCook Group plc Annual Report and Accounts 2022

Directors’ Remuneration Policy

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

Executive Directors

Purpose and

link to strategy Operation Maximum opportunity Performance measures

Base salary

To provide

competitive fixed

remuneration.

To attract and

retain executives of

a superior calibre.

Base salaries will be reviewed each year

by the Committee.

The Committee does not strictly

follow data but uses market data for

similar roles in comparable companies

as a reference point in considering,

in its judgement, the appropriate

level of salary having regard to other

relevant factors including corporate

and individual performance and any

changes in an individual’s role and

responsibilities.

While there is no prescribed

maximum salary or increase,

it is anticipated that salary

increases will normally be in

line with increases to the wider

workforce salaries. However, in

certain circumstances (including,

but not limited to, changes in

role and responsibilities, market

levels, individual and Company

performance), the Committee

may make larger salary increases

to ensure they are market

competitive. The rationale for any

such increase will be disclosed

in the relevant Annual Report on

Remuneration.

n/a

Benefits

To provide

competitive fixed

remuneration.

To attract and

retain executives of

a superior calibre.

Executive directors are entitled to

benefits, including life assurance.

Executive directors will be eligible for

any other benefits which are introduced

for the wider workforce on broadly

similar terms, and for other benefits that

might be provided based on individual

circumstances, if the Committee

decides it is appropriate.

For external and internal appointments

or relocations, the Company may

pay certain relocation or incidental

expenses as appropriate (for up to two

years from recruitment).

Any reasonable business-related

expenses can be reimbursed (and any

related tax met if determined to be a

taxable benefit).

Executive directors can also participate

in all-employee share plans on the

same basis as other employees.

As it is not possible to calculate

in advance the cost of all

benefits, a maximum is not pre-

determined.

The maximum level of

participation in all-employee

share plans is subject to the

limits imposed by the relevant

tax authority.

n/a

Pension

To provide

employees

with long-term

savings to allow

for retirement

planning.

Executive Directors can receive a

contribution to a pension arrangement

or a cash payment in lieu.

The maximum defined

contribution or cash allowance

in lieu of pension is limited to the

contribution level available to

most other employees, which is

currently 3% of base salary.

n/a

ProCook Group plc Annual Report and Accounts 2022

Corporate Governance Report

Purpose and

link to strategy Operation Maximum opportunity Performance measures

Annual Bonus Plan

Rewards

achievement

of annual

financial and

business targets

aligned with the

Group’s KPIs.

Bonus deferral

encourages long

term shareholding,

supports retention

and discourages

excessive risk

taking.

Awards are based on performance,

typically measured over one year.

Pay-out levels are determined by the

Committee after the year end based on

performance against pre-set targets.

Bonus is normally paid in cash, except

not less than 25% of any bonus which

is deferred into an award under the

Deferred Bonus Plan (‘DBP’), typically for

a two-year period. The level of deferral

and period for deferral may change in

relation to future financial years.

Dividend equivalents may accrue on

deferred shares.

The vesting of deferred shares is not

subject to any additional performance

conditions.

Provisions are included which enable

the Committee (in respect of both

the cash and the deferred elements

of bonuses) to recover or withhold

value in the event of certain defined

circumstances (that is, in cases of

misconduct, material misstatement of

financial results, error in calculation

of a bonus payment and reputational

damage).

The normal maximum level of

Annual Bonus Plan outcomes is

100% of base salary per annum.

The normal maximum will only

be exceeded in exceptional

circumstances and is subject to

an overall limit of 200% of salary

in a financial year.

Targets are set annually with

measures linked to our strategy

and aligned with key financial,

strategic and/or individual

targets.

The performance measures for

FY23 are set out on page 97. The

performance measures applied

may be financial or non-financial,

corporate, divisional or individual,

and in such proportions as

the Committee considers

appropriate.

A graduated scale of targets is

set for each measure, with no

pay-out for performance below

the threshold level.

The Committee has the

discretion to amend the pay-out

should any formulaic outcome

not reflect its assessment of

overall business performance.

Long-term

incentives

To incentivise

executive directors

and deliver long-

term performance-

related pay, with a

clear line of sight

for executives and

direct alignment

with shareholders’

interests.

Awards will be in the form of nil-cost

share options.

Awards will be granted with vesting

dependent on the achievement of

performance conditions set by the

Committee, with performance normally

measured over at least three years.

Awards will be subject to a two-year

holding period following the end of

the performance term, with options

typically not being exercisable by

participants until the end of the holding

period.

Dividend equivalents may accrue on

awards, to the extent they vest.

The PSP includes provisions which

enable the Committee to recover or

withhold value in the event of certain

defined circumstances (that is, in cases

of misconduct, material misstatement of

financial results, error in calculation of a

vesting level and reputational damage).

The normal maximum PSP award

is 100% of salary in a financial

year. The normal maximum will

only be exceeded in exceptional

circumstances and is subject to

an overall limit of 200% of salary

in a financial year.

PSP performance measures may

include financial and shareholder

value metrics as well as strategic,

non-financial measures.

The performance measures for

FY23 are set out on page 97. The

Committee retains the discretion

to set alternative measures and

weightings for awards over the

life of the policy.

Targets are set and assessed by

the Committee on its discretion.

A maximum of 25% of any

element vests for achieving the

threshold target, with 100% for

maximum performance.

The Committee has the

discretion to amend the vesting

level should any formulaic

outcome not reflect its

assessment of overall business

performance.

ProCook Group plc Annual Report and Accounts 2022

Directors’ Remuneration Policy CONTINUED

Purpose and

link to strategy Operation Maximum opportunity Performance measures

Share ownership

guidelines

To align with

shareholders’

interests and to

foster a long-term

mindset.

Executive Directors are required to

retain all shares that vest, net of any tax

liability, under the PSP and DBP awards

until the guideline is met. Any share

plan awards that have vested but are

subject to a holding period and any

shares subject to awards under the DBP

will be credited for the purpose of the

guidelines (discounted for anticipated

tax liabilities).

Executive Directors will be required to

maintain a shareholding in the Company

for a two-year period after stepping

down from that position, being the full

value of the shareholding requirement

or the Executive Director’s actual

relevant shareholding at leaving this

position if lower.

200% of base salary for all

Executive Directors.

n/a

All-employee

share plans

To encourage

share ownership

by employees,

thereby allowing

them to share in

the long-term

success of the

Group and align

their interests

with those of the

shareholders.

These are all-employee share plans

established under HMRC tax-

advantaged regimes and follow the

usual form for such plans.

Executive Directors will be able to

participate in all-employee share plans

on the same terms as other Group

employees.

The maximum participation

levels for all-employee share

plans will be the limits for such

plans contained in their rules

which are set by HMRC from

time to time.

Consistent with normal practice,

such awards will not be subject

to performance conditions.

Chair and Non-Executive Directors

Purpose and

link to strategy Operation Maximum opportunity Performance measures

Chair/

Non-Executive

Director fees

To enable the

Company to

recruit and retain

Chairs and Non-

executive Directors

of the highest

calibre, at the

appropriate cost.

The fees paid to the Chair and

Non-executive Directors aim to be

competitive with other fully listed

companies of equivalent size and

complexity.

The fees payable to the Non-

executive Directors are determined

by the Board, with the Chair’s fees

determined by the Committee.

The Chair and Non-executive

Directors will not participate

in any cash or share incentive

arrangements.

The Company reserves the right

to provide benefits (including

travel and office support) to the

Chair and Non-executive Directors

where appropriate. Should any

assessment to tax be made on

such reimbursement, the Company

reserves the ability to settle such

liability on behalf of the Chair or

Non-Executive Director.

The aggregate fees (and any

benefits) of the Chair and Non-

executive Directors will not

exceed the limit from time to time

prescribed within the Company’s

Articles of Association.

If the Chair and/or Non-executive

Directors devote special attention

to the business of the Company, or

otherwise perform services which

in the opinion of the Directors are

outside the scope of the ordinary

duties of a Director, they may be

paid such additional remuneration

as the Directors or any Committee

authorised by the Directors may

determine.

n/a

ProCook Group plc Annual Report and Accounts 2022

Corporate Governance Report

Notes to the policy table

Legacy arrangements

In approving this remuneration policy, the

Company has the authority to honour any

previous commitments entered into with

current or former directors (such as the

payment of a pension or the unwinding

of legacy share schemes or historic share

awards) that remain outstanding.

As set out in the Prospectus, the Company

has various legacy IPO arrangements, some

of which remain subject to time vesting

post-IPO. Incentive awards granted prior to

the introduction of this policy will continue

to operate in line with the terms agreed at

grant, including the IPO Employee Share

Plan awards granted to the Executive

Directors that are outlined on page 95.

Summary of decision-making process

In determining the Directors’ Remuneration

Policy, the Committee followed a robust

process which included discussions on

the content of the Policy at Remuneration

Committee meetings during the year. The

Committee considered the input from

management and independent advisors

(see page 93 for further detail), as well as

considering views of shareholders and proxy

advisory services.

Explanation of performance measures

Annual bonus performance measures are

selected annually to align with the Group’s

KPIs and strategic imperatives and the

interests of our shareholders and other

stakeholders. Financial measures will

normally influence most of the bonus with

any remainder based on key strategic and/

or personal objectives designed to ensure

executive directors are incentivised across

a range of objectives. Target performance is

typically set in line with the year’s business

plan, with the threshold to stretch targets

set around the plan, based on a sliding scale

that reflects relevant commercial factors.

Only modest rewards are available at

threshold performance levels, with rewards

at stretch requiring material outperformance

of the business plan. Details of the specific

measures used for the annual bonus are set

out in the annual report on remuneration.

PSP performance measures will be selected

to: provide a robust and transparent basis on

which to measure the Group’s performance;

link remuneration outcomes to delivery of

the business strategy over the longer term;

and provide strong alignment between

senior management and shareholders. The

policy provides for Committee discretion

to alter the PSP measures and weightings

from year to year. This is to ensure that it

can continue to measure performance

appropriately, if the Group’s strategic

ambitions evolve over the life of the policy.

When setting performance targets for the

bonus and PSP, the Committee will take into

account a number of different factors. These

may include the Group’s business plans and

strategy, external forecasts and the wider

economic environment.

The Committee retains the discretion to

amend the bonus pay-out and the PSP

vesting level if any formulaic outcome

does not reflect its assessment of overall

business performance over the relevant

period.

Flexibility, discretion and judgement

The Remuneration Committee operates

the annual bonus, DBP and PSP according

to the rules of each respective plan which,

consistent with market practice, include

discretion in a number of respects to the

operation of each plan. Discretions include

but are not limited to:

• Who participates in the plan, the

quantum of an award and/or payment,

and the timing of awards and/or

payments

• Whether dividend equivalents will apply

to the awards

• Determining the extent of vesting.

• Treatment of awards and/or payments

on a change of control or restructuring

of the Group

• Whether an executive director or

senior manager is a good/bad leaver

for incentive plan purposes and if the

proportion of awards that vest do so

at the time of leaving or at the normal

vesting date(s)

• How and whether an award may be

adjusted in certain circumstances (for

example, for a rights issue, a corporate

restructuring or special dividends)

• What the weighting, measures and

targets should be for the annual bonus

plan and PSP awards from year to year

• The ability, within the policy, to adjust

targets and/or set different measures

or weightings for the applicable annual

bonus plan and PSP awards, if the

Committee determines that the original

conditions are no longer appropriate or

do not fulfil their initial purpose. Such

changes would be explained in the

subsequent directors’ remuneration

report and, if appropriate, be discussed

with our major shareholders

• The ability to override formulaic

outcomes in line with policy

All assessments of performance are

ultimately subject to the Committee’s

judgement. Any discretion exercised, and

the rationale, will be disclosed in the annual

remuneration report.

The Committee may make minor

amendments to the policy set out above

(for regulatory, exchange control, tax or

administrative purposes or to take account

of a change in legislation) without obtaining

shareholder approval for that amendment.

Stating maximum amounts for the

remuneration policy

The DRR regulations and related investor

guidance encourages companies to

disclose a cap within which each element

of the Directors’ Remuneration Policy will

operate. Where maximum amounts for

elements of remuneration have been set

within the Directors’ Remuneration Policy,

these will operate simply as caps and are

not indicative of any aspiration.

Travel and hospitality

While the Committee does not consider it to

form part of benefits in the normal usage of

that term, it has been advised that corporate

hospitality (whether paid for by the

Company or another) and business travel for

Directors (and exceptionally their families)

may technically come within the applicable

rules and so the Committee expressly

reserves the right for the Committee to

authorise such activities within its agreed

policies.

Differences between the policy

on remuneration for Directors and

remuneration of other employees

While the appropriate benchmarks vary

by role, the Company seeks to apply the

philosophy behind this policy across the

Company as a whole. Where ProCook

Group’s pay policy for Directors differs from

its pay policies for groups of employees,

this reflects the appropriate market rate

position and/or typical practice for the

relevant roles. The Company takes into

account pay levels, bonus opportunity and

share awards applied across the Group as a

whole when setting the Executive Directors’

Remuneration Policy.

ProCook Group plc Annual Report and Accounts 2022

Directors’ Remuneration Policy CONTINUED

Recruitment remuneration policy

The Company’s recruitment remuneration policy aims to give the Committee sufficient flexibility to secure the appointment

and promotion of high-calibre executives to strengthen the management team and secure the skill sets to deliver our

strategic aims.

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

Executive Director, the starting point for the Committee will

be to apply the general Policy for Executive Directors as set

out above and structure a package in accordance with that

policy. Any caps contained within the policy for fixed pay do

not apply to new recruits, although the Committee would

not envisage exceeding these caps in practice.

The Annual Bonus Plan, DBP and PSP will operate (including

the maximum award levels) as detailed in the general Policy

in relation to any newly appointed Executive Director. For an

internal appointment, any variable pay element awarded in

respect of the prior role may either continue on its original

terms or be adjusted to reflect the new appointment as

appropriate.

For external and internal appointments, the Committee

may agree that the Company will meet certain relocation

expenses as it considers appropriate.

For external candidates, it may be necessary to make

additional awards in connection with the recruitment to buy

out awards forfeited by the individual on leaving a previous

employer.

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

to a formal cap. Any recruitment-related awards which are

not buy-outs will be subject to the limits for Annual Bonus

Plan and PSP as stated in the general policy. Details of any

recruitment-related awards will be appropriately disclosed.

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

the view of the Committee, necessary and will in all cases

seek, in the first instance, to deliver any such awards under

the terms of the existing Annual Bonus Plan, DBP or PSP. It

may, however, be necessary in some cases to make buy-out

awards on terms that are more bespoke than the existing

Annual Bonus Plan, DBP or PSP.

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

PSP or otherwise, will take due account of the service

obligations and performance requirements for any

remuneration relinquished by the individual when leaving a

previous employer. The Committee will seek to the extent

possible, provide any buy-out award on a broadly like-for-

like basis.

A new Chair/Non-executive Director would be recruited on the terms explained above in respect of the main

policy for such Directors.

ProCook Group plc Annual Report and Accounts 2022

Corporate Governance Report

Service contracts

Executive Directors

The Committee’s policy is that each

Executive Director’s service agreement

should be of indefinite duration, subject

to termination upon no more than six

months’ notice by either party. The

service agreements of the Executive

Directors comply with that policy.

Contracts contain provisions allowing

the Company to make payments in lieu

of notice (albeit not including bonus or

benefits) but do not contain change of

control provisions.

The Committee reserves flexibility to

alter these principles, if necessary,

to secure the recruitment of an

appropriate candidate and, if

appropriate, introduce a longer initial

notice period (of up to two years)

reducing over time.

The date of each Executive Director’s

contract is:

Daniel O’Neill

19 October 2021

Steve Sanders

19 October 2021

Dan Walden

19 October 2021

Chair/Non-executive Directors

The Chair and each Non-executive

Director is engaged for an initial period

of three years. These appointments can

be renewed following the initial three-

year term. These engagements can

be terminated by either party on three

months’ notice.

Neither the Chair nor any Non-

executive Directors can participate

in the Company’s incentive plans, are

not entitled to any pension benefits

and are not entitled to any payment in

compensation for early termination of

their appointment beyond the three

months’ notice referred to above.

Name Date of appointment Term

Greg Hodder 29 October 2021 3 years

David Stead 29 October 2021 3 years

Gillian Davies 29 October 2021 3 years

Luke Kingsnorth 29 October 2021 3 years

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

Secretary on request.

ProCook Group plc Annual Report and Accounts 2022

Directors’ Remuneration Policy CONTINUED

Termination/change of control

policy summary

It is appropriate for the Committee to

consider treatments on a termination

having regard to all of the relevant facts

and circumstances available at that

time. This policy applies both to any

negotiations linked to notice periods on

a termination and any treatments that

the Committee may choose to apply

under the discretions available to it

under the terms of the Annual Bonus

Plan, DBP and PSP.

The Company is entitled to terminate

the Executive Directors’ employment

by payment of a cash sum in lieu of

notice equal to salary during what would

otherwise have been the notice period.

A payment in lieu of notice can, at the

Company’s discretion, be paid as a lump

sum or in equal monthly instalments

over the notice period. There is a

mechanism in the service agreement

to reduce the instalments where

the Executive Director commences

alternative employment during the

notice period. The Company may also

terminate the Executive Directors’

employment with immediate effect

and with no liability to make any

further payments in certain prescribed

circumstances (e.g., in the case of

a serious or repeated breach of the

Executive Directors’ obligations).

The potential treatments for the various

incentive arrangements if there is a

termination of employment or a change

of control before the awards have vested

are summarised in the table below:

Incentives

If a leaver is deemed to be a ‘good leaver’; for

example, leaving through injury, ill-health, disability,

retirement, redundancy, sale of business or

otherwise at the discretion of the Committee

If a leaver is not

a ‘good leaver’ Change in control

Annual

bonus

Bonuses remain payable on the normal payment date and

will be determined on such basis as the Committee may

decide, which can include pro-rating for time. Bonuses are

not subject to deferral under the DBP.

Annual bonus not

generally paid.

Payment is accelerated to the date

of the Change of Control. Committee

has discretion to determine the extent

to which performance targets are

achieved as at the Change of Control,

or can waive performance targets.

Bonuses are pro-rated for time unless

the Committee determines otherwise.

Bonuses are not subject to deferral

under the DBP.

DBP

Upon death, awards become exercisable on the date of

death. Awards are not normally subject to pro-rating, unless

the Committee determines otherwise.

For other ‘good leavers’ awards become exercisable on the

vesting date, unless the Committee exercises discretion

to allow them to be exercisable from the cessation date.

Awards are not normally subject to pro-rating, unless the

Committee determines otherwise.

All awards will

normally lapse.

Awards vest in full.

PSP

Upon death, awards become exercisable on the date of

death. If the date of death is during the vesting period, the

Committee would need to determine the extent to which

the performance targets are achieved on such modified

basis as it may consider appropriate and the Awards would

be subject to pro-rating, unless the Committee determines

otherwise. If the date of death is during the holding period,

the Awards are not normally subject to pro-rating, unless

the Committee determines otherwise.

For other ‘good leavers’ during the vesting period, awards

become exercisable on the vesting date (subject to

performance), unless the Committee exercises discretion

to allow them to be exercisable from the cessation date

(in which case the Committee would need to determine

the extent to which the performance targets are achieved

on such modified basis as it may consider appropriate).

The Awards would be subject to pro-rating, unless the

Committee determines otherwise.

For other ‘good leavers’ during the holding period, awards

become exercisable on the cessation date. The Awards are

not normally subject to pro-rating, unless the Committee

determines otherwise.

All awards

will normally

lapse, unless

the Committee

determines

otherwise, in

which case the

Committee has

broad discretion

to determine the

extent to which

the Award can

be exercised

and the timing of

exercise.

Awards become exercisable on the

Change of Control. If the Change

of Control is during the vesting

period, the Committee would need

to determine the extent to which the

performance targets are achieved

on such modified basis as it may

consider appropriate and the Awards

would be subject to pro-rating,

unless the Committee determines

otherwise. If the Change of Control is

during the holding period, the Awards

are not normally subject to pro-rating,

unless the Committee determines

otherwise.

All-

employee

share plans

As per HMRC regulations. As per HMRC

regulations.

As per HMRC regulations.

ProCook Group plc Annual Report and Accounts 2022

Corporate Governance Report

The Company has the power to enter

into settlement agreements with

Directors and to pay compensation to

settle potential legal claims. In addition,

and consistent with market practice,

in the event of the termination of an

Executive Director, the Company may

make a contribution towards that

individual’s legal fees and fees for

outplacement services as part of a

negotiated settlement. Any such fees

will be disclosed as part of the detail

of termination arrangements. For the

avoidance of doubt, the policy does not

include an explicit cap on the cost of

termination payments.

External appointments

The Company’s policy is to permit an

Executive Director to serve as a non-

executive director elsewhere when this

does not conflict with the individual’s

duties to the Company, and where an

Executive Director takes such a role,

they will be entitled to retain any fees

which they earn from that appointment

(unless the Committee determines

otherwise).

Statement of consideration

of employment conditions

elsewhere in the Group

Pay and employment conditions

generally in the Group are taken

into account when setting Executive

Directors’ remuneration. The

Committee receives regular updates

on overall pay and conditions in the

Group, including (but not limited to)

changes in base pay and any staff

bonus pools in operation.

Although the Committee has not,

to date, formally consulted with

employees on matters of remuneration

policy, the Committee will ensure

there is appropriate liaison with the

People and ESG Director to discuss any

remuneration matters which should be

taken into account as part of its annual

cycle. Employee engagement scores

and other internal surveys will be

considered as appropriate.

Statement of consideration

of shareholder views

When determining executives’

remuneration, the Committee takes

into account views of shareholders

and best practice guidelines issued by

institutional shareholder bodies. The

Committee is always open to feedback

from shareholders on remuneration

policy and arrangements, and commits

to undergoing shareholder consultation

in advance of any significant changes

to remuneration policy.

The Committee will continue to

monitor trends and developments in

corporate governance and market

practice to ensure that the structure

of the executive remuneration remains

appropriate.

ProCook Group plc Annual Report and Accounts 2022

Directors’ Remuneration Policy CONTINUED

100%

Minimum

On target

Maximum

with growth

58% 34% 30%

£314

28%

33% 28%

£539

14%

33% 28%

14%

£914

£1,064

CEO

100%

Minimum

On target

Maximum

with growth

58% 34% 30%

£206

28%

33% 28%

£356

14%

33% 28%

14%

£606

£706

COO

100%

Minimum

On target

Maximum

with growth

58% 34% 30%

£258

28%

33% 28%

£445

14%

33% 28%

14%

£758

£883

CFO

£’000

Share price growth Long-term incentive Annual bonus Fixed

Illustrations of application of remuneration policy

The charts above aim to show how the remuneration policy for Executive Directors will be applied in FY23 using the

assumptions in the table below.

Minimum • Consists of base salary, benefits and pension.

• Base salary is the salary to be paid with effect from 4 April 2022.

• Estimated value of a full year’s benefits.

• Pension measured as the cash allowance in lieu of Company contributions at 3% of salary.

Name Base salary Benefits Pension Total Fixed

Daniel O’Neill – CEO £300,000 £5,000 £9,000 £314,000

Steve Sanders – COO £200,000 £0 £6,000 £206,000

Dan Walden – CFO £250,000 £0 £7,500 £257,500

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

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

Maximum Based on the maximum remuneration receivable (excluding share price appreciation and dividends):

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

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

Maximum

with Share

Price Growth

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

ProCook Group plc Annual Report and Accounts 2022

Corporate Governance Report

The Committee

The Remuneration Committee was established with effect from Admission. It is chaired by David Stead, and its other

members are Greg Hodder, Gillian Davies and Luke Kingsnorth.

The Committee’s principal responsibilities are to:

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

remuneration policy;

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

and senior management; and

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

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

discussed, and the Chief Financial Officer and other executives attend meetings as required. Greg Hodder takes no part in any

discussions relating to his own remuneration.

The Committee met once during the period from IPO to the year end, with all members of the Committee present at these

meetings.

The Committee has formal terms of reference which can be viewed on the Corporate Governance section of the Company’s

website (www.procookgroup.co.uk).

Key activities during the year

Over the period since it was constituted, the Committee has carried out the following activities:

• Approved the grant of awards on Admission under the ABP, IPO Employee Share Plan and the PSP, and the issue of

invitations under the Save As You Earn Scheme after Admission

• Approved the new Remuneration Policy and certain elements of its operation effective from admission, such as the base

salary levels and the first share incentive awards to be made shortly after admission; and

• Considered the operation of the annual bonus for FY22, reviewing the planned approach

ProCook Group plc Annual Report and Accounts 2022

The Annual Report on Remuneration

External adviser

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

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

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

was satisfied that the advice provided by FIT was objective and independent. FIT’s fees in respect of FY22 were £3,815

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

Single total figure table (audited)

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

during the financial year is detailed below. Although the Company was only incorporated on 14 October 2021, all figures are

provided on amounts earned by respective Directors of the Group during the whole financial year, for transparency and ease

of comparison to future years. Incentives and other policies relevant to this section of the report reflect legacy policies rather

than the proposed Remuneration Policy to apply for FY23 remuneration. The Chair and Non-executive Directors received no

remuneration other than their annual fee.

For the year ended 3 April 2022:

Director

Salary/fees

£000

Taxable

benefits

£000

Pension

£000

Bonus

£000

Long-term

incentives

£000

Total fixed

remuneration

£000

Total variable

remuneration

£000

Total

remuneration

£000

Daniel O’Neill 124 5 1 0 0 129 0 129

Steve Sanders 170 0 1 0 0 171 0 171

Dan Walden

184 0 1 0 250

185 250 435

Greg Hodder

52 — — — — 52 — 52

David Stead

24 — — — — 24 — 24

Gillian Davies

22 — — — — 22 — 22

Luke Kingsnorth

19 — — — — 19 — 19

Total 595 5 3 0 250 602 250 851

Notes:

1 Taxable benefits comprise life assurance and car allowance.

2 Appointed 18 May 2021.

3 Appointed 29 October 2021.

4 The CFO Free Share ESP Award as outlined in the IPO Prospectus.

The aggregate emoluments (being salary/fees, bonuses, benefits and pension allowances) of all Directors for

FY22 was £850,559.

Further information on the 2021/22 annual bonus (audited)

In 2021/22, the annual bonus metrics related to adjusted profit before tax.

More particularly, the adjusted profit before tax targets were as follows:

Director Threshold Target Maximum Actual

Pay-out

(% of max)

Underlying Profit Before Tax

10 11 12 9.5 0%

1 The targets were confirmed reflecting an updated three year plan following the IPO, which replaced the original target range of £12m to £15m. In the future the

Committee intends to set targets at the beginning of the financial year. This had no impact on the pay-out.

This results in a total bonus pay-out of nil for the Executive Directors.

Share awards vesting in respect of FY22

There are no awards due to vest based on performance to 3 April 2022.

ProCook Group plc Annual Report and Accounts 2022

Corporate Governance Report

Statement of Directors’ shareholding and share interests (audited)

The table below details for each Director, the total number of Directors’ interests in shares as at 3 April 2022:

Director

Shares owned

outright

Vested but

unexercised

awards

Unvested

DBP

Unvested

PSP

Unvested

ESP

Shareholding

Guideline

(% of salary)

Shareholding

Guideline

met?

Daniel O’Neill 37,736,902 — — 206,896 — 200 Yes

Steve Sanders 791,735 — — 137,931 1,064,530 200 Yes

Dan Walden - — — 344,827 862,068 200 No

Greg Hodder 24,137 — — — — — n/a

David Stead 34,482 — — — — — n/a

Gillian Davies 17,241 — — — — — n/a

Luke Kingsnorth 10,344 — — — — — n/a

1 The beneficial shareholdings set out above include those held by Directors and their respective connected persons. The CEO and COO have also agreed to lock-

up arrangements relating to their entire beneficial holding of shares in the Company covering the 365 days following the date of Admission; further details of these

lock-up arrangements are set out in the Prospectus.

2 Performance-based share awards granted as nil cost options.

3 Options subject to continued service.

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

as at 3 April 2022, which was 122p. Executive Directors will be required to retain all shares that vest, net of any tax liability under the DBP and PSP until the guideline

is met.

PSP awards granted in FY22

As outlined in the IPO Prospectus, the following awards were granted as nil-cost options under the PSP in FY22:

Director Date of grant

Basis of award (%

salary) Share price

Number of shares

Face value

of award Exercise period

Daniel O’Neill 12/11/21 100% 145p 206,896 £300,000 Nov 26 - Nov 31

Steve Sanders 12/11/21 100% 145p 137,931 £200,000 Nov 26 - Nov 31

Dan Walden 12/11/21 200%

145p 344,827 £500,000 Nov 26 - Nov 31

1 Based on the IPO offer price.

2 Award reflected the terms offered to Dan Walden as part of his recruitment.

The performance conditions, applying to the awards made in November 2021 relate to profit before tax (PBT). More specifically:

Cumulative Underlying PBT

for the three financial years year ending 31 March 2024

Portion of award vesting

Above £44m 100%

Between £36m and £44m Pro rata on straight-line between 25% and 100%

£36m 25%

Below £36m 0%

Notes:

1 Defined as the Company’s profit before tax as derived from the consolidated audited accounts of the Company excluding any non-underlying items.

2 The targets were set reflecting an updated three year plan following the IPO, which replaced the original target range of £40m to £50m. The revised targets were devised

to be no less challenging in light of the updated three year plan, than the targets which were originally set. In the future the Committee intends to confirm the targets at the

date of grant.

ProCook Group plc Annual Report and Accounts 2022

The Annual Report on Remuneration CONTINUED

IPO ESP awards granted in FY22

As outlined in the IPO Prospectus, the following awards granted in the form of an option to acquire shares were made under

the IPO Employee Share Plan (‘IPO ESP’) in FY22:

Director Date of grant Exercise price Share price

Number of shares

Face value

of award Exercise period

Steve Sanders 12/11/21 Nil 145p 1,064,530

£1,543,569 Nov 23 - Nov 31

Dan Walden 12/11/21 Nil 145p 172,413

£250,000 Nov 23 - Nov 31

Dan Walden 12/11/21 145p 145p 689,655

£1,000,000 Nov 23 - Nov 31

Notes:

1 The ESP awards do not have additional performance conditions attached.

2 Based on the IPO offer price.

3 Granted to replace options over shares in ProCook Limited which were waived with effect from Admission.

4 The CFO Free Share ESP Award as outlined in the IPO Prospectus.

5 The CFO Share Purchase ESP Award as outlined in the IPO Prospectus.

DBP awards granted in FY22

No DBP awards were granted during the year.

Outstanding share plan awards

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

Executive Award type

Exercise

price

(p) Grant date

Interest at

admission

Awards

granted

in the year

Awards

lapsed in

the year

Awards

exercised

in the

year

Interest at

3 April

2022 Exercise period Notes

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

Steve Sanders PSP 0 12/11/21 — 137,931 — — 137,931 Nov 26 – Nov 31 1

IPO ESP 0 12/11/21 — 1,064,530 — — 1,064,530 Nov 23 – Nov 31 2

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

IPO ESP 0 12/11/21 — 172,413 — — 172,413 Nov 24 – Nov 31 2

IPO ESP 145 12/11/21 — 689,655 — — 689,655 Nov 24 – Nov 31 2

Notes:

1 See ‘PSP Awards Granted in FY22’ section above.

2 See ‘IPO ESP Awards Granted in FY22’ section above.

During the year ended 3 April 2022, the highest mid-market price of the Company’s shares was 162.5p and the lowest mid-

market price was 122p. At 3 April 2022 the share price was 122p.

The aggregate gains by all Directors during FY22 following Admission was £nil.

Payments to past directors (audited)

No payments to past directors were made during the year.

Payments for loss of office (audited)

No payments for loss of office were made during the year.

ProCook Group plc Annual Report and Accounts 2022

Corporate Governance Report

Performance graph and CEO remuneration table (unaudited)

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

shares from its listing in November 2021 to 3 April 2022, compared with a £100 investment in the FTSE SmallCap Index over

the same period. The FTSE SmallCap Index was chosen as the Company is a member of the Index.

Total Shareholder Return Index

10 November

2021

ProCook

3 April

2022

FTSE SmallCap

100

105

110

Source: Datastream (a Refinitiv product)

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

No prior-year comparison is included as this is the Company’s first disclosure since listing on the London Stock Exchange.

Year CEO

Single figure of

total remuneration

(£’000)

Annual bonus pay-out

against maximum %

Long-term incentive

vesting rates against

maximum opportunity %

2021 Daniel O’Neill £129 0% n/a

Annual change in remuneration of each director compared to employees (unaudited)

As ProCook Group plc only listed in November 2021 there is no comparable increase to disclose for either the directors or the

average employee. A full disclosure will be presented in our next Annual Report on Remuneration for FY23.

CEO to employee pay ratio

The table below shows the CEO to employee pay ratio.

Year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio

2022 Option A 6.2 : 1 5.7 : 1 4.6 : 1

Notes to the CEO to employee pay ratio:

1 Option A which takes into consideration the full-time equivalent basis of all employees and provides a representative result of employee pay conditions across the

Company.

2 The ratios shown are representative of the FTE 25th percentile, median and 75th percentile pay for UK employees within the Group during FY22. Full year pay data for

the FY22 financial year has been used to calculate the ratios.

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

4 The Committee has reviewed the employee data and believes the median pay ratio to be consistent with the pay, reward and progression policies for the Company’s

UK employees over the period.

5 The CEO’s pay is based on the single figure of remuneration. Because a large portion of the CEO’s pay is variable, the pay ratio is heavily dependent on the outcomes

of variable pay plans and, in the case of long-term share-based awards, share price movements.

ProCook Group plc Annual Report and Accounts 2022

The Annual Report on Remuneration CONTINUED

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

percentile, the median and the 75th percentile are shown below:

Salary £’000 Total pay and benefits £’000

Year 25th percentile Median 75th percentile 25th percentile Median 75th percentile

FY22 £19,828 £20,375 £25,000 £20,635 £22,707 £27,791

Relative importance of spend on pay (unaudited)

The table below details the spend on total employee pay in FY22 as detailed in Note 7 of the Financial Statements, compared

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

FY22

£m

FY21

£m

Total gross employee pay 13.7 10.8

Dividends/share buybacks 1.9 1.5

Statement of shareholding voting

This is the first Policy and Directors’ Remuneration Report submitted to shareholders. Disclosure of the voting results at the

2022 AGM will be presented in the Annual Report on Remuneration for FY23.

Implementation of policy for FY23 (unaudited information)

Base salary

Base salaries will remain unchanged for FY23 and are as follows: £300,000 for Daniel O’Neill, £200,000 for Steve Sanders

and £250,000 for Dan Walden.

Pension

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

Benefits

Details of the benefits received by Executive Directors are set out in the Single Total Figure Table on page 93. There is no

intention to introduce additional benefits in FY23.

Annual bonus

The annual bonus opportunity for FY23 will be structured in a broadly similar manner to FY22. The maximum bonus will

be 100% of salary and will be payable based on performance against financial targets for 70% of the award (revenue,

underlying profit before tax and adjusted cashflow) with 30% of the award being based on other strategic targets (Colleague

engagement and ESG).

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

higher levels of pay-out.

Given the competitive nature of the Company’s sector, the specific performance targets for FY23 are considered to be

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

report in relation to the bonus outturn.

Long-term incentives

Awards will be made under the PSP in 2022 to the Executive Directors will be over shares worth a maximum of 100% of salary.

Awards will be structured in a similar manner to the awards made in 2021 and awards will be made which will vest subject to

the following EPS targets:

Adjusted EPS for FY25 financial year Portion of award vesting

Above 7.3p 100%

Between 6p and 7.3p Pro rata on straight-line between 25% and 100%

6p 25%

Below 6p 0%

Chair and Non-executive Directors’ fees

The fees of the Chair and Non-executive Directors will remain unchanged from FY22 levels.

Greg Hodder receives a fee of £120,000 p.a. as Chair.

The Non-executive Directors each receive a fee of £45,000 p.a., with an additional fee of £5,000 p.a. for each of the Chair of

the Audit and Risk Committee and Chair of the Remuneration Committee and an additional fee of £5,000 p.a. for the Senior

Independent Director.

ProCook Group plc Annual Report and Accounts 2022

Corporate Governance Report

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

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

Listing Rules.

Disclosures required under Listing Rule 9.8.4R

The information required to be disclosed under Listing Rule 9.8.4R, where applicable to the Company, can

be found in this Annual Report and Accounts at the references provided below:

Listing Rule Requirement Annual Report Location

Interest capitalised Not applicable

Publication of unaudited financial information Not applicable

Details of long-term incentive schemes Pages 93 to 95

Waiver of emoluments by a Director Not applicable

Waiver of future emoluments by a Director Not applicable

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

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

Parent participation in a placing by a listed subsidiary Not applicable

Contracts of significance Not applicable

Provision of services by a controlling shareholder Pages 101 to 102

Dividend waivers Not applicable

Agreements with controlling shareholders Pages 101 to 102

Results and dividends

The Company’s underlying profit

after tax for the year ended

3 April 2022 was £7.6m; details

are shown in the Consolidated

Income Statement on page 114.

The Directors are recommending

a final dividend of 0.9p per share

for shareholder approval at the

2022 AGM.

Directors

The Directors who held office

during the year and up to the

date of the signing of this

report are:

• Greg Hodder

(appointed 29 October 2021)

• Daniel O’Neill

(appointed 19 October 2021)

• Steve Sanders

(appointed 19 October 2021)

• Dan Walden

(appointed 19 October 2021)

• Gillian Davies

(appointed 29 October 2021)

• David Stead

(appointed 29 October 2021)

• Luke Kingsnorth

(appointed 29 October 2021)

Biographical details of the

Directors appear on pages 66 to

67. Information on the Directors’

remuneration, employee share

schemes and service contracts

are set out in the Directors’

Remuneration Policy on pages

82 to 91.

Appointment and

replacement of Directors

The rules about the appointment

and replacement of Directors

are contained in the Company’s

articles of association (“Articles”).

Theyprovide that the Directors

may be appointed by ordinary

resolution of the shareholders

or by the Board. Directors

appointed by the Board may

only hold office until the next

AGM of the Company and then

shall be eligible forelection. The

Company may remove a Director

by ordinary resolution where

special notice has been given

and thenecessary statutory

procedures are complied with. In

line with best practice corporate

governance, all Directorswill

seek re-election at the

2022 AGM.

Powers of Directors

The general powers of the

Directors are set out in article

128 of the (Articles). This article

provides that the business of the

Company shall be managed by

the Directors, who may exercise

all the powers of the Company,

subject to any limitations

imposed by applicable

legislation, the Articles and

any directions given by special

resolution of the shareholders of

the Company.

Compensation for loss

of office

The Company does not

have arrangements with any

Director that would provide

compensation for loss of office

or employment resulting from a

takeover.

ProCook Group plc Annual Report and Accounts 2022

Directors’ Report

Future developments

In accordance with s414C(11)

of the Companies Act 2006,

the Company has disclosed

information about future

developments within the

Strategic Report on pages

10 to 61.

Additionally, this Directors’

Report, Strategic Report

and the financial statements

contain certain forward-looking

statements with respect to the

financial condition, performance

and business of the Group. All

forward-looking statements

involve risk and uncertainty

because they relate to events

and circumstances that may

or may not occur in the future.

There are a number of factors

that could cause actual

outcomes to differ from those

expressed or implied by any

forward-looking statements.

Nothing in this Directors’ Report

and Strategic Report or in these

financial statements should be

construed as a profit forecast.

Corporate governance

A report on corporate

governance and the Company’s

compliance with the UK

Corporate Governance Code is

set out on page 65 and forms

part of this report by reference.

Post balance sheet events

On 20 April 2022 the Group

entered into a revolving credit

facility agreement for £10.0m

with an accordion agreement

for a further £5.0m at the Group’s

request, subject to approval by

the lender. The facility is subject

to normal commercial terms

and conditions. The term of the

agreement is to April 2025, with

two one-year extension options

available to the Group.

Research and

development

The Directors consider that

investment in research and

development (“R&D”) is critical to

enable the Company to maintain

its competitive advantage and

continue to grow its market

share. The Group employs

specialist resources in product

design and technology functions

at its head office in Gloucester,

who work closely with external

specialists, and overseas

factories. R&D expenditure for

the year was £0.6m, of which

£0.2m was capitalised and

amortised.

Asset values

Property, plant and equipment

isdisclosed in note 15 of

the Consolidated Financial

Statements onpages 114 to 152

The Directors do not believe

there is any material difference

between the carrying value and

market value.

Financial instruments

An analysis of the Company’s

financial instruments, risk

management objectives and its

exposure to credit and liquidity

risk are disclosed in note 25

of the Consolidated Financial

Statements.

Global operations

The Group’s executive head

office, accounting, domestic

sales and support functions are

based in the UK. The Group has

55 stores nationwide.

Political donations

No political donations

were made and no political

expenditure was incurred during

the year.

Charitable donations

Charitable donations of £73k

were made during the year.

Stakeholder engagement

Information relating to how

the Directors have engaged

with employees and other

stakeholders, and had regard

to the Company’s relationships

with suppliers, communities,

customers, during the principal

decisions taken by the Company

during the financial year, are

set out in the Strategic Report

on pages 29 to 34. Our s172(1)

Companies Act 2006 statement

can be found on page 58.

Employees

Information relating to our

employees can be found in

the Our People section of the

Sustainability section of this

report on page 35.

Share incentive schemes in

which employees participate are

described in the Annual Report

on Remuneration on pages 94

to 95 and in the Consolidated

Financial Statements.

ProCook Group plc Annual Report and Accounts 2022

Corporate Governance Report

Greenhouse gas emissions

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

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

Carbon Report) Regulations 2018.

Greenhouse Gas emissions (tCO

)

 FY19 FY20 FY21 FY22

Scope I – Direct emissions from gas and fuel 564.3 575.4 177.7 90.6

Scope II – Indirect emissions from electricity 432.6 440.2 252 357.1

Total Scope I and II GHG emissions 996.9 1,015.6 429.7 447.7

Revenue £m 27.8 38.9 53.4 69.2

CO2 emissions intensity (tCO £1m revenue) 35.9 26.1 8.0 6.5

The reduction in direct emissions (Scope I) in FY22 is due to the adoption of electric company vehicles

during the past two years, which has now reached 100% of the company car fleet. Indirect emissions

from electricity consumption increased in FY22 as our retail estate reopened fully following the Covid-19

restrictions in the previous year and the opening of new stores. The lower CO2 emissions intensity

highlights the improved emissions efficiency we are achieving as sales volumes grow.

Streamlined Energy and Carbon Reporting (SECR)

Energy (Megawatt hours)

FY19 FY20 FY21 FY22

Electricity 1.7 1.7 1.1 1.7

Gas 0.3 0.3 0.1 0.1

Fuel 2.2 2.2 0.7 0.3

Total 4.1 4.1 1.8 2.1

Consumption of energy

increased to 2.1 Megawatt

hours during FY22 driven by the

reopening of retail stores in the

year, and the opening of net six

new stores. This was partly offset

by reduced consumption from

our new 100% electric company

car fleet which we migrated to

during the course of the two

years. We continue to identify

and implement initiatives to

reduce our consumption across

all aspects of the business.

Note: The analysis presented

above reflects the Group’s

operations in the UK. Operations

in the EU are through a 3rd party

provider. The location-based

methodology has been adopted

by the Group.

Directors’ interests and

shareoptions

During the year ended 3 April

2022, no Director hadan interest

in any significant third-party

contract between the Company

or any of its subsidiaries.

Directors’ shareholdings are

disclosed in the Annual Report

on Remuneration on page

94. Details of Directors’ share

options are set out in note 27

of the Consolidated Financial

Statements.

Directors’ conflicts

of interest

In accordance with the

Companies Act 2006 and

the Articles, the Company

has arrangements in placeto

consider and, where appropriate,

authorise any Directors’ direct

or indirect interests which

may conflict with those of the

Company. Authorisation is only

effective where the matter is put

to a vote, excluding the Director

who is subject to the conflict

authorisation. If a Director

becomes aware that they or a

connected party have an interest

in an existing or proposed

transaction with the Company,

they should notify the Company

Secretary as soon as possible.

Directors have a continuing

obligation to update any changes

to potential conflicts and the

Board formally reviews any such

conflicts periodically. A register

of conflicts or potential conflicts

is maintained by the Company

Secretary and is available to all

Directors.

Directors’ liability and

indemnityinsurance

The Company maintains

Directors’ and officers’ liability

insurance, which gives

appropriate cover for legal

action brought against its

Directors. In addition, third-party

qualifying indemnity provisions

(as defined in s234 of the Act) for

its Directors and Officers were

in force during the year ended 3

April 2022 and remain in force.

There were no qualifying pension

scheme indemnity provisions.

ProCook Group plc Annual Report and Accounts 2022

100

Directors’ Report CONTINUED

Articles of Association

A copy of the Articles of

Association can be obtained

from the Company’s registered

office and is also available on

the Company’s website and the

Companies House website. The

Articles may only be amended

by special resolution of the

shareholders.

Share capital and waiver

of pre-emption rights

The Company has one class

of share in issue. The rights

attached to each share are

identical and each share carries

equal rights to dividends, return

of capital on the winding up

of the Company and one vote

at generalmeetings of the

Company. There are no securities

carrying special rights. There are

no restrictions on the transfer

of shares in the Company (other

than following aservice of notice

under s793 of theAct), save for

those described below, and there

are no restrictions onany voting

rights or deadlines, other than

those prescribed by law.

Pursuant to the Placing

Agreement, except pursuant to

certain customary exceptions,

Daniel O’Neill, Sarah O’Neill,

Michael O’Neill, and Daniel and

Sarah O’Neill as trustees of

the O’Neill 2021 Discretionary

Settlement have agreed they

will not (and will use their best

endeavours to procure that their

connected persons do not) sell or

otherwise dispose of their shares

in the Company without the prior

written consent of the Company’s

sponsor, Peel Hunt, for 365 days

from the date of Admission, and

to abide by orderly marketing

restrictions for a further 365 days

thereafter. Further details of the

rights and obligations attached

to the Company’s shares are set

out in the Company’s Articles.

As at 3 April 2022, the Company

had 108,956,624 fully paid

ordinary shares of 1p each in

issue which are traded on the

London Stock Exchange. Details

of the share capital at 3 April

2022 are disclosed on page 144.

Authority for the Company

to purchase its own

A resolution will be proposed at

the2022 AGM that the Company

beauthorised to purchase up

to approximately 10% of its

ordinary shares at the Directors’

discretion. Ifthe resolution is

passed, the new authority will

lapse at the conclusion of the

2023 AGM or, if earlier, 15 months

from the date of the resolution

being passed.

Substantial shareholdings

At 3 April 2022 the Company had been notified of the following disclosable interests of 3% or more in the

Company’s ordinary share capital:

 As at 3 April 2022

Shareholder

No. of

shares held

% voting

rights

Michael O’Neill 36,257,024 33.28

Daniel O’Neill 15,538,725 14.26

Sarah O’Neill 14,798,785 13.58

Daniel O’Neill and Sarah O’Neill as trustees of the O’Neill 2021 Discretionary

Settlement 7,399,392 6.79

Aberdeen Asset Managers Limited 5,132,762 4.71

Canaccord Genuity Wealth Limited 5,310,344 4.87

Employee Benefit Trust (Intertrust Employee Benefit Trustee Limited) 3,596,624 3.30

Schroder Investment Management Ltd 3,308,941 3.04

Between the period end date and 1 July 2022 (being the latest practicable date prior to the date of this

report), the Company had been notified of the following holding:

Fackelmann GmbH + Co. KG 5,047,423 4.63%

ProCook Group plc Annual Report and Accounts 2022

101

Corporate Governance Report

Provision of services by

substantialshareholders

Daniel O’Neill is the Company’s

Founder and CEO and has a

beneficial interest in 34.6% of

the Company’s issued share

capital. This includes shares

held by Sarah O’Neill, and by

Daniel O’Neill and Sarah O’Neill

as trustees of the O’Neill 2021

Discretionary Settlement.

Further details can be found

in theAnnual Report on

Remuneration on pages

92 to 97.

Significant agreements

Daniel O’Neill, Sarah O’Neill,

Michael O’Neill, Richard O’Neill,

and Daniel and Sarah O’Neill

as trustees of the O’Neill 2021

Discretionary Settlement

(together, the “Controlling

Shareholders”) collectively

exercise or control 67.9% of the

Company’s voting rights. The

Company has entered into a

Relationship Agreement with

the Controlling Shareholders

to ensure that the Company is

managed for the benefit of its

shareholders as a whole and

(save in respect of any duties,

responsibilities and actions of

Daniel O’Neill as an executive

director and Richard O’Neill as

an employee of the Company)

independently of the Controlling

Shareholders, and that the

principle of equality of treatment

of shareholders set out in

Premium Listing Principle 5 of

Listing Rule 7.2.1AR is upheld

and maintained. The agreement

also ensures that all transactions,

agreements and arrangements

between the Company and any

of the Controlling Shareholders

is on an arm’s length basis and on

normal commercial terms. Both

the Company and the Controlling

Shareholders have complied

with these provisions. The

agreement remains in place until

the Controlling Shareholders

cease to exercise or control 20%

or more in aggregate of the total

voting rights of the Company.

The agreement would also

automatically terminate were the

Company to cease to be listed

on the premium segment of

the Official List and admitted to

trade on the main market of the

London Stock Exchange.

Change of control

Change of control provisions

are included in the Company’s

banking agreements. Should a

change of control event occur,

the Company’s revolving credit

facility would be subject to

immediate cancellation and the

bank may call for immediate

repayment of any balance

outstanding.

Directors’ statement

regarding disclosure of

information to theauditor

The Directors confirm that, so

far asthey are each aware, there

is no relevant audit information

of which the Company’s Auditor

is unaware. TheDirectors also

confirm that theyhave taken

all reasonable steps to make

themselves aware of any

relevant audit information and

to establish that the Company’s

Auditor isaware of that

information.

Appointment of auditor

On the recommendation of

the Auditand Risk Committee,

resolutions will beproposed

at the 2022 AGM to re-appoint

Mazars LLP as Auditor of the

Company and to authorise the

Auditand Risk Committee to set

the Auditor’sremuneration.

Annual General Meeting

The Company’s AGM will be

held on 20 September 2022.

Details of the resolutions to be

proposed at the AGM are set out

in the Notice of Meeting, which is

provided to all shareholders.

The Directors’ Report was

approvedby the Board of

Directorsand authorised for

issue on4 August 2022.

For and on behalf of the Board

Dan Walden

Chief Financial Officer

4 August 2022

ProCook Group plc Annual Report and Accounts 2022

102

Directors’ Report CONTINUED

The Directors are

responsible for preparing

the Annual Report and

the Group and Parent

Company financial

statements in accordance

with applicable law and

regulations.

Company law requires the

Directors to prepare Group

and Parent Company financial

statements for each financial

year. Under that law they

are required to prepare the

Group financial statements in

accordance with UK-adopted

international accounting

standards in conformity

with the requirements of the

Companies Act 2006 and

applicable law. In addition, the

Group consolidated financial

statements are required under

the UK Disclosure Guidance

and Transparency Rules to be

prepared in accordance with UK-

adopted International Financial

Reporting Standards as issued

by the International Accounting

Standards Board.

Under company law, the

Directors must not approve the

financial statements unless they

are satisfied that they give a

true and fair view of the state of

affairs of the Group and Parent

Company and of the Group’s

profit or loss for that period. In

preparing each of the Group

and Parent Company financial

statements, the Directors are

required to:

• Select suitable accounting

policies and then apply them

consistently;

• Make judgements and

estimates that are reasonable,

relevant and reliable;

• State whether they have

been prepared in accordance

with international accounting

standards in conformity

with the requirements of

the Companies Act 2006

and as regards the Group

financial statements, the

UK-adopted International

Financial Reporting Standards

as issued by the International

Accounting Standards Board;

• Assess the Group and

Parent Company’s ability to

continue as a going concern,

disclosing, as applicable,

matters related to going

concern; and

• Use the going concern basis

of accounting unless they

either intend to liquidate the

Group or the Parent Company

or to cease operations or

have no realistic alternative

but to do so.

The Directors are responsible for

keeping adequate accounting

records that are sufficient to

show and explain the Parent

Company’s transactions and

disclose with reasonable

accuracy at any time the financial

position of the Parent Company

and enable them to ensure that

its financial statements comply

with the Companies Act 2006.

They are responsible for

such internal control as they

determine is necessary to enable

the preparation of financial

statements that are free from

material misstatement, whether

due to fraud or error, and have

general responsibility for taking

such steps as are reasonably

open to them to safeguard

the assets of the Group and

to prevent and detect fraud

and other irregularities. Under

applicable law and regulations,

the Directors are also responsible

for preparing a Strategic

Report, Directors’ Report,

Directors’ Remuneration Report

and Corporate Governance

Statement which comply with

that law and those regulations.

The Directors are responsible for

the maintenance and integrity

of the corporate and financial

information included on the

Group’s website. Legislation in

the UK governing the preparation

and dissemination of financial

statements may differ from

legislation in other jurisdictions.

Responsibility statement

of the Directors in respect

of the annual financial

report

We confirm that to the best of

our knowledge:

• The financial statements,

prepared in accordance

with the applicable set of

accounting standards, give

a true and fair view of the

assets, liabilities, financial

position and profit or loss

of the Company and the

undertakings included in

the consolidation taken as a

whole; and

• The Strategic Report

includes a fair review of

the development and

performance of the business

and the position of the

issuer and the undertakings

included in the consolidation,

taken as a whole, together

with a description of

the principal risks and

uncertainties that they face.

We consider the Annual

Report and Accounts, taken

as a whole, is fair, balanced

and understandable and

provides the information

necessary for shareholders

to assess the Group’s position

and performance, business

model and strategy.

Daniel O’Neill

Chief Executive Officer

Dan Walden

Chief Financial Officer

4 August 2022

Statement of Directors’ Responsibilities

ProCook Group plc Annual Report and Accounts 2022

103

Corporate Governance Report

ProCook Group plc Annual Report and Accounts 2022

104

Financial

Statements

106 Independent Auditors’ Report

114 Consolidated Income Statement

115 Consolidated Statement of Financial

Position

116 Consolidated Statement of

Cash Flows

117 Consolidated Statement of Changes

in Equity

118 Consolidated Financial Statements

Accounting Policies

130 Notes to the Consolidated Financial

Statements

153 Parent Company Statement of

Financial Position

154 Parent Company Statement of

Changes in Equity

155 Parent Company Financial

Statements Accounting Policies

158 Parent Company Notes to the

Financial Statements

162 Contacts and Advisors

ProCook Group plc Annual Report and Accounts 2022

105

Financial Statements

ProCook Group plc Annual Report and Accounts 2022

105

Independent Auditors’ Report

to the members of ProCook Group plc

Opinion

We have audited the financial statements of ProCook

Group Plc (the ‘parent company’) and its subsidiaries (the

‘group’) for the 52 weeks to 3 April 2022 which comprise the

consolidated income statement, consolidated statement of

financial position, consolidated statement of cash flows and

consolidated statement of changes in equity, and notes to

the financial statements, including a summary of significant

accounting policies.

The financial reporting framework that has been applied

in the preparation of the group financial statements is

applicable law and UK-adopted international accounting

standards (‘IFRS’).

The financial reporting framework that has been applied in

the preparation of the parent company financial statements

is applicable law and United Kingdom Accounting Standards,

including FRS 102 “The Financial Reporting Standard

applicable in the UK and Republic of Ireland” (United

Kingdom Generally Accepted Accounting Practice), as

applied in accordance with the provisions of the Companies

Act 2006.

In our opinion:

• the financial statements give a true and fair view of the

state of the group’s and of the parent company’s affairs

as at 3 April 2022 and of the group’s loss for the period

then ended;

• the group financial statements have been properly

prepared in accordance with UK-adopted international

accounting standards;

• the group financial statements have been prepared in

accordance with the requirements of the Companies Act

2006; and

• the parent company financial statements have been

properly prepared in accordance with United Kingdom

Generally Accepted Accounting Practice, as applied

in accordance with the provisions of the Companies

Act 2006.

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further

described in the “Auditor’s responsibilities for the audit

of the financial statements” section of our report. We

are independent of the group and the parent company

in accordance with the ethical requirements that are

relevant to our audit of the financial statements in the UK,

including the FRC’s Ethical Standard and we have fulfilled

our other ethical responsibilities in accordance with these

requirements. We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for

our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that

the directors’ use of the going concern basis of accounting in

the preparation of the financial statements is appropriate.

Our audit procedures to evaluate the directors’ assessment

of the group’s and the parent company’s ability to continue

to adopt the going concern basis of accounting included but

were not limited to:

• Undertaking an initial assessment at the planning stage

of the audit to identify events or conditions that may cast

significant doubt on the group’s and the parent company’s

ability to continue as a going concern;

• Obtaining an understanding of the relevant controls

relating to the directors’ going concern assessment;

• Making enquiries of the directors to understand

the period of assessment considered by them, the

assumptions they considered and the implication

of those when assessing the group’s and the parent

company’s future financial performance;

• Challenging the appropriateness of the directors’ key

assumptions in their cash flow forecasts, as described

on page 119 by reviewing supporting and contradictory

evidence in relation to these key assumptions and

assessing the directors’ consideration of severe but

plausible scenarios. This included assessing the viability

of mitigating actions within the directors’ control;

• Inspecting the terms of loan agreements and financing

facilities for covenants, and assessing the extent to which

they are restrictive and have been accurately included in

severe but plausible scenarios;

• Re-performing directors’ calculations and the

mathematical accuracy of financial forecasts;

• Performing retrospective analysis to assess budgetary

and forecasting accuracy, and the extent to which such

performance informs the assumptions in future cash flow

forecast;

• Considering the consistency of the directors’ forecasts

with other areas of the financial statements and our

audit; and

• Evaluating the appropriateness of the directors’

disclosures in the financial statements on going concern.

Based on the work we have performed, we have not

identified any material uncertainties relating to events

or conditions that, individually or collectively, may cast

significant doubt on the group’s and the parent company’s

ability to continue as a going concern for a period of at least

twelve months from when the financial statements are

authorised for issue.

Our responsibilities and the responsibilities of the directors

with respect to going concern are described in the relevant

sections of this report.

ProCook Group plc Annual Report and Accounts 2022

106

In relation to ProCook Group Plc’s reporting on how it has applied the UK Corporate Governance Code, we have nothing

material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the

director’s considered it appropriate to adopt the going concern basis of accounting.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial

statements of the current period and include the most significant assessed risks of material misstatement (whether or not

due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy; the allocation of

resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our

audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.

We summarise below the key audit matters in forming our opinion above, together with an overview of the principal audit

procedures performed to address each matter and our key observations arising from those procedures.

These matters, together with our findings, were communicated to those charged with governance through our Audit

Completion Report.

Key Audit Matter How our scope addressed this matter

Transition to IFRS (Group)

Refer to Note 32

The Annual Report and Accounts for the 52 weeks to 3 April

2022 is the first period under which the Group have applied

UK IFRS. The financial statements presented are therefore

transitional financial statements from UK GAAP, and transition

adjustments and disclosures are required to be assessed,

determined and calculated.

We assessed that the calculations relating to the transition

could be complex and require judgement and estimation,

such as the determination of discount rates for IFRS 16 –

Leases.

We have identified a fraud risk because of the opportunity

and incentive for management to adjust prior year errors to

inflate or smooth current year profits, to meet investor and

stakeholder expectations.

First time adoption of IFRS, and the first Annual Report and

Accounts prepared as a premium listed entity, increases

the inherent risk of non-compliance with disclosure

requirements arising from the increased complexity and

breadth of disclosures required.

Our audit procedures included, but were not limited to:

• Independently identifying material differences in the

accounting frameworks in the context of the ProCook

Group plc and comparing those to management’s

assessment;

• Re-calculating management’s transition schedules and

determining if there are material differences;

• Inspecting transition adjustments relating to estimates

and challenging the extent to which judgements and

assumptions are supported by contemporaneous

evidence;

• Seeking disconfirming evidence in respect of the

completeness and accuracy of transition adjustments,

such as inspecting predecessor audit files for evidence

available at the transition date;

• Inspecting lease agreements to determine if the leases

are appropriately classified as per IFRS 16 Right of Use

Asset (‘ROUA’) and Lease Liabilities; and

• Inspecting contractual documentation relating to lease

terms and lease extensions and comparing these to

management records and calculations.

Our observations

Material differences detected during our audit procedures were

corrected. Following correction of the identified differences we

are satisfied with the transition to IFRS adjustments.

Control deficiencies in relation to the transition to IFRS were

communicated to the Audit and Risk Committee.

ProCook Group plc Annual Report and Accounts 2022

107

Financial Statements

Independent Auditors’ Report continued

to the members of ProCook Group plc

Key Audit Matter How our scope addressed this matter

Leases (Group)

Refer to Note 16

Right of Use Assets (‘ROUA’) at 3 April 2022 of £20,985k (2021:

£17,834k)

Lease Liabilities at 3 April 2022 of £22,449k (2021: £19,451k)

The Group has a significant number of lease agreements

relating to stores and warehouses.

The number of leases, the amount and variability of lease

payments and the possibility of lease extensions and

concessions increases the impact of a possible misstatement

in the financial statements.

Lease calculations may not be complete, accurate or

supportable by reference to contractual documentation.

This risk is increased where rent concessions, breaks and

modifications have been made in response to Covid-19

which may require management judgement.

Each lease requires management to assess and determined

if a dilapidation provision is required to be estimated when

assessing the terms of the contract. There is a risk that the

dilapidation provision is incomplete, and we have identified

that there is a high degree of estimation uncertainty.

Management has required to make estimates and

judgements over the cashflows generated by the stores

relating to the leases. There is elevated uncertainty, in

particular where stores are new or may be impacted by

Covid-19.

We determined that there is an increased risk of

misstatement relating to the valuation of Right Of Use Assets

(‘ROUA’) and Lease Liabilities due to error and fraud.

Our audit procedures included, but were not limited to:

• Determining if management’s lease calculations were

correctly classified as per IFRS 16 as ROUA and lease

liabilities, by inspecting lease contracts and comparing

them to the requirements of IFRS 16;

• Independently calculating the ROUA, lease liability,

depreciation and interest charges using the source data

and comparing our calculation to trial balance;

• Comparing discount rates determined by management

to external market data such as corporate bond yields

for a comparative set of market participants;

• Recalculating that each material lease ROUA was

accurately depreciated over the lease term, using the

terms of the lease agreements;

• Inspecting external evidence of rent concessions and

comparing the terms to management calculations to

assess accuracy and completeness;

• Challenging management on the supporting evidence

for dilapidation assumptions, and agreeing assumptions

to historical evidence;

• Inspecting management’s impairment assessment and

identification of the Cash Generating Units (‘CGU’) per

IAS 36; and

• Inspecting data elements used in management

calculations back to source documentation.

Our observations

Material differences detected during our audit procedures

were corrected. Following correction of the identified

differences we are satisfied that lease accounting conforms

to the requirements of IFRS 16, and that judgements and

assumptions made are considered reasonable.

Control deficiencies in relation to the preparation of leases

in the financial statements were communicated to the Audit

Committee.

ProCook Group plc Annual Report and Accounts 2022

108

Key Audit Matter How our scope addressed this matter

Valuation of investment (Company)

Refer to Note 4 page 159

3 April 2022 £117.3m

The carrying value of ProCook Group plc’s investments in

subsidiaries is significant, representing 98.5% of total assets

in the entity.

The valuation impacts the distributable reserves, and

therefore we have determined that there is a risk of

fraud over the valuation of the investment at the point of

recognition.

There is a significant risk that the incorrect valuation of the

investment could lead to material misstatement of asset

values and reserves.

There is a risk of error relating to the identification of

impairment triggers, and the possible complexity of

assumptions required when assessing for impairment.

Our audit procedures included, but were not limited to:

• The inspection of management’s inputs and key

assumptions in VIU calculations of investment value,

agreeing data inputs to source such as approved

budgets;

• Re-calculation of the investment valuation;

• Challenging management’s impairment judgement

paper, by seeking any external disconfirming evidence

that might be relevant to the assessment such as peer

performance;

• Assessing the underlying assumptions behind the

impairment assessment, and challenging management

on alternative assumptions and estimates by using

alternative data sources.

• Inspection of the carrying value with specific reference

to the year-end market capitalisation, obtaining and

assessing management’s explanations for the variance

between market capitalisation and carrying value;

• Testing the investment carrying value for indicators of

impairment by comparing the carrying amount of the

investment to the net assets/liabilities of the relevant

subsidiary.

• Inspecting the disclosures made in the financial

statements to ensure they cover the requirements of

FYS 102 section 27.

Our observations

Based on the work performed, we were satisfied that the

valuation of the investment is appropriate.

Control deficiencies in relation to the preparation of leases

in the financial statements were communicated to the Audit

and Risk Committee.

Our application of materiality and an overview of the scope of our audit

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.

These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and

extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect

of misstatements, both individually and on the financial statements as a whole. Based on our professional judgement, we

determined materiality for the financial statements as a whole as follows:

ProCook Group plc Annual Report and Accounts 2022

109

Financial Statements

Independent Auditors’ Report continued

to the members of ProCook Group plc

Group materiality

Overall materiality £473k

How we determined it 5% of Underlying Profit Before Tax

Rationale for benchmark

applied

Profit Before Tax is the primary benchmark for Public Interest Entities. The entity is profit

orientated and we have determined that Profit Before Tax is of principal interest to the users of

the financial statements.

Performance materiality Performance materiality is set to reduce to an appropriately low level the probability that the

aggregate of uncorrected and undetected misstatements in the financial statements exceeds

materiality for the financial statements as a whole.

We set performance materiality at £237k, which represents 50% of overall materiality.

This is the first period in which the entity is reporting under IFRS and the first period in which

the entity is reporting as a Premium Listed entity on the LSE. As a result we have determined

50% is appropriate.

Reporting threshold We agreed with the directors that we would report to them misstatements identified during

our audit above £22k as well as misstatements below that amount that, in our view, warranted

reporting for qualitative reasons.

Parent company materiality

Overall materiality £237k

How we determined it 0.2% of Total Equity

Rationale for benchmark

applied

ProCook Group Plc is a holding entity, and therefore not profit or revenue focused. Total Equity

is deemed to be the most appropriate benchmark for the users of the financial statements.

We have allocated a materiality that is no higher than overall group materiality and have

therefore capped materiality at 0.2% of Total Equity, reflecting the first year reporting as a

listed entity.

Performance materiality Performance materiality is set to reduce to an appropriately low level the probability that the

aggregate of uncorrected and undetected misstatements in the financial statements exceeds

materiality for the financial statements as a whole.

We set performance materiality at £118k, which represents 50% of overall materiality.

The period to 3 April 2022 is the first period in which Mazars has been engaged to perform the

audit and therefore we have selected a performance materiality at the lower end of our range.

Reporting threshold We agreed with the directors that we would report to them misstatements identified during

our audit above £7k as well as misstatements below that amount that, in our view, warranted

reporting for qualitative reasons.

As part of designing our audit, we assessed the risk of material misstatement in the financial statements, whether due to fraud

or error, and then designed and performed audit procedures responsive to those risks. In particular, we looked at where the

directors made subjective judgements, such as assumptions on significant accounting estimates.

We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion on the financial

statements as a whole. We used the outputs of our risk assessment, our understanding of the group and the parent company,

their environment, controls, and critical business processes, to consider qualitative factors to ensure that we obtained

sufficient coverage across all financial statement line items.

ProCook Group plc Annual Report and Accounts 2022

110

Our group audit scope included an audit of the group and

the parent company financial statements. Based on our risk

assessment, all components of the group, including the

parent company, were subject to full scope audit performed

by the group audit team. Our audit scope covered 100% of

revenue, total assets and PBT. All components were audited

by the same audit team.

At the parent company level, the group audit team also

tested the consolidation process and carried out analytical

procedures to confirm our conclusion that there were no

significant risks of material misstatement of the aggregated

financial information.

Other information

The other information comprises the information included

in the Annual Report and Accounts other than the financial

statements and our auditor’s report thereon. The directors

are responsible for the other information. Our opinion on the

financial statements does not cover the other information

and, except to the extent otherwise explicitly stated in our

report, we do not express any form of assurance conclusion

thereon.

Our responsibility is to read the other information and, in

doing so, consider whether the other information is materially

inconsistent with the financial statements or our knowledge

obtained in the course of audit or otherwise appears

to be materially misstated. If we identify such material

inconsistencies or apparent material misstatements, we are

required to determine whether this gives rise to a material

misstatement in the financial statements themselves. If,

based on the work we have performed, we conclude that

there is a material misstatement of this other information, we

are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the

Companies Act 2006

In our opinion, the part of the directors’ remuneration report

to be audited has been properly prepared in accordance

with the Companies Act 2006.

In our opinion, based on the work undertaken in the course

of the audit:

• The information given in the strategic report and

the directors’ report for the financial year for which

the financial statements are prepared is consistent

with the financial statements and those reports have

been prepared in accordance with applicable legal

requirements;

• The information about internal control and risk

management systems in relation to financial reporting

processes and about share capital structures, given in

compliance with rules 7.2.5 and 7.2.6 in the Disclosure

Guidance and Transparency Rules sourcebook made

by the Financial Conduct Authority (the FCA Rules),

is consistent with the financial statements and has

been prepared in accordance with applicable legal

requirements; and

• Information about the parent company’s corporate

governance code and practices and about its

administrative, management and supervisory bodies and

their committees complies with rules 7.2.2, 7.2.3 and 7.2.7

of the FCA Rules.

Matters on which we are required to report

by exception

In light of the knowledge and understanding of the group

and the parent company and their environment obtained

in the course of the audit, we have not identified material

misstatements in the:

• Strategic report or the directors’ report; or

• Information about internal control and risk management

systems in relation to financial reporting processes and

about share capital structures, given in compliance with

rules 7.2.5 and 7.2.6 of the FCA Rules.

We have nothing to report in respect of the following matters

in relation to which the Companies Act 2006 requires us to

report to you if, in our opinion:

• Adequate accounting records have not been kept by the

parent company, or returns adequate for our audit have

not been received from branches not visited by us; or

• The parent company financial statements and the part of

the directors’ remuneration report to be audited are not in

agreement with the accounting records and returns; or

• Certain disclosures of directors’ remuneration specified

by law are not made; or

• We have not received all the information and

explanations we require for our audit; or

• A corporate governance statement has not been

prepared by the parent company.

ProCook Group plc Annual Report and Accounts 2022

111

Financial Statements

Corporate governance statement

The Listing Rules require us to review the directors’

statement in relation to going concern, longer-term viability

and that part of the Corporate Governance Statement

relating to ProCook Group Plc’s compliance with the

provisions of the UK Corporate Governance Statement

specified for our review.

Based on the work undertaken as part of our audit, we

have concluded that each of the following elements of the

Corporate Governance Statement is materially consistent

with the financial statements or our knowledge obtained

during the audit:

• Directors’ statement with regards the appropriateness of

adopting the going concern basis of accounting and any

material uncertainties identified, set out on page 60;

• Directors’ explanation as to its assessment of the entity’s

prospects, the period this assessment covers and why

they period is appropriate, set out on page 60;

• Directors’ statement on fair, balanced and

understandable, set out on page 103;

• Board’s confirmation that it has carried out a robust

assessment of the emerging and principal risks, set out

on page 47;

• The section of the Annual Report and Accounts that

describes the review of effectiveness of risk management

and internal control systems, set out on page 78; and

• The section describing the work of the audit committee,

set out on page 76.

Responsibilities of Directors

As explained more fully in the directors’ responsibilities

statement set out on page 103, the directors are responsible

for the preparation of the financial statements and for being

satisfied that they give a true and fair view, and for such

internal control as the directors determine is necessary to

enable the preparation of financial statements that are free

from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are

responsible for assessing the group’s and the parent

company’s ability to continue as a going concern, disclosing,

as applicable, matters related to going concern and using

the going concern basis of accounting unless the directors

either intend to liquidate the group or the parent company

or to cease operations, or have no realistic alternative but

to do so.

Auditor’s responsibilities for the audit of the

financial statements

Our objectives are to obtain reasonable assurance about

whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error,

and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance but is not

a guarantee that an audit conducted in accordance with

ISAs (UK) will always detect a material misstatement when

it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial

statements.

The extent to which our procedures are capable of detecting

irregularities, including fraud is detailed below.

Irregularities, including fraud, are instances of non-

compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above,

to detect material misstatements in respect of irregularities,

including fraud.

Based on our understanding of the group and the parent

company and their industry, we considered that non-

compliance with the following laws and regulations

might have a material effect on the financial statements:

employment regulation, health and safety regulation, anti-

money laundering regulation, data protection and non-

compliance with implementation of government support

schemes relating to Covid-19.

To help us identify instances of non-compliance with these

laws and regulations, and in identifying and assessing the

risks of material misstatement in respect to non-compliance,

our procedures included, but were not limited to:

• Gaining an understanding of the legal and regulatory

framework applicable to the group and the parent

company, the industry in which they operate, and the

structure of the group, and considering the risk of acts by

the group and the parent company which were contrary

to the applicable laws and regulations, including fraud;

• Inquiring of the directors, management and, where

appropriate, those charged with governance, as to

whether the group and the parent company is in

compliance with laws and regulations, and discussing

their policies and procedures regarding compliance with

laws and regulations;

• Inspecting correspondence with relevant licensing or

regulatory authorities;

• Reviewing minutes of directors’ meetings in the year; and

• Discussing amongst the engagement team the laws

and regulations listed above, and remaining alert to any

indications of non-compliance.

Independent Auditors’ Report continued

to the members of ProCook Group plc

ProCook Group plc Annual Report and Accounts 2022

112

We also considered those laws and regulations that have a

direct effect on the preparation of the financial statements,

such as: tax legislation, pension legislation, the Companies

Act 2006.

In addition, we evaluated the directors’ and management’s

incentives and opportunities for fraudulent manipulation of

the financial statements, including the risk of management

override of controls, and determined that the principal risks

related to posting manual journal entries to manipulate

financial performance, management bias through

judgements and assumptions in significant accounting

estimates, in particular in relation to warranty and right of

return provisions, inventory valuation, leases and revenue

recognition (which we pinpointed to cut-off) and significant

one-off or unusual transactions.

Our procedures in relation to fraud included but were not

limited to:

• Making enquiries of the directors and management on

whether they had knowledge of any actual, suspected or

alleged fraud;

• Gaining an understanding of the internal controls

established to mitigate risks related to fraud;

• Discussing amongst the engagement team the risks of

fraud;

• Addressing the risks of fraud through management

override of controls by performing journal entry

testing; and

• Seeking disconfirming evidence by obtaining external

records to assess management assumptions against.

The primary responsibility for the prevention and detection

of irregularities, including fraud, rests with both those

charged with governance and management. As with any

audit, there remained a risk of non-detection of irregularities,

as these may involve collusion, forgery, intentional omissions,

misrepresentations or the override of internal controls.

The risks of material misstatement that had the greatest

effect on our audit are discussed in the “Key audit matters”

section of this report.

A further description of our responsibilities is available on

the Financial Reporting Council’s website at www.frc.org.uk/

auditorsresponsibilities. This description forms part of our

auditor’s report.

Other matters which we are required to address

Following the recommendation of the audit committee, we

were appointed by the Audit Committee on 22 November

2021 to audit the financial statements for the 52 weeks

ending 3 April 2022 and subsequent financial periods. This is

the first period for which we have been engaged to perform

the audit.

The non-audit services prohibited by the FRC’s Ethical

Standard were not provided to the group or the parent

company and we remain independent of the group and the

parent company in conducting our audit.

Our audit opinion is consistent with our additional report to

the audit committee.

Use of the audit report

This report is made solely to the company’s members

as a body in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken

so that we might state to the company’s members those

matters we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility

to anyone other than the company and the company’s

members as a body for our audit work, for this report, or for

the opinions we have formed.

Charlene Lancaster (Senior Statutory Auditor)

for and on behalf of Mazars LLP

Chartered Accountants and Statutory Auditor

One St Peter’s Square

Manchester

M2 3DE

4 August 2022

ProCook Group plc Annual Report and Accounts 2022

113

Financial Statements

Consolidated Income Statement

For the 52 weeks to 3 April 2022

£’000s Note

52 weeks ended 3 April 2022

53 weeks

ended

4 April 2021Underlying

Non-

underlying Reported

Revenue 1 69,154 – 69,154 53,393

Cost of sales (24,111) – (24,111) (17 ,513)

Gross profit 45,043 – 45,043 35,880

Operating expenses 2 (36,27 7) (9,400) (45,677) (29,032)

Other income 6 407 – 407 2,848

Operating profit/(loss) 9,173 (9,400) (227) 9,696

Finance expense 9 (623) – (623) (457)

Other gains/(losses) 10 944 – 944 (949)

Profit before tax 9,494 (9,400) 94 8,290

Tax expense 11 (1,900) 1,720 (180) (1,866)

Profit/(loss) for the period 7 ,594 (7 ,680) (86) 6,424

Total comprehensive income/(loss) 7 ,594 (7 ,680) (86) 6,424

Earnings per ordinary share - basic 13 7 .34p (0.01)p 6.42p

Earnings per ordinary share - diluted 13 6.76p (0.01)p 5.92p

ProCook Group plc Annual Report and Accounts 2022

114

Consolidated Statement of Financial Position

As at 3 April 2022

£’000s Note

As at 3 April

2022

As at 4 April

2021

As at 29 March

2020

Assets

Non-current assets

Intangible assets 14 363 67 –

Property, plant, and equipment 15 5,801 3,631 6,780

Right-of-use assets 16 20,985 17 ,834 10,132

Deferred tax asset 11 1,175 – –

Total non-current assets 28,324 21,532 16,912

Current assets

Inventories 17 16,759 10,088 5,402

Trade and other receivables 18 1,975 1,455 600

Current tax asset 271 – –

Cash and cash equivalents 19 3, 782 5,879 2,956

Total current assets 22,787 17 ,422 8,958

Total assets 51,111 38,954 25,870

Liabilities

Current liabilities

Trade and other payables 20 8,278 6,221 3,651

Lease liabilities 16 2,844 2,781 1, 751

Provisions 21 173 160 160

Borrowings 22 5,540 2,803 4,239

Current tax liability – 387 294

Total current liabilities 16,835 12,352 10,095

Non-current liabilities

Trade and other payables 20 816 – –

Lease liabilities 16 19,605 16,670 8,334

Provisions 21 444 398 303

Borrowings – – 2,357

Deferred tax liability 11 – 29 250

Total non-current liabilities 20,865 17 ,097 11,244

Total liabilities 37 ,700 29,449 21,339

Net Assets 13,411 9,505 4,531

Equity and reserves attributable to Shareholders of ProCook Group plc

Share capital 26 1,090 – –

Share option reserve 27 5,801 – –

Share premium 26 1 – –

Revaluation reserve 26 – – 472

Retained earnings 26 6,519 9,505 4,059

Total equity and reserves 13,411 9,505 4,531

The financial statements on pages 114 to 152 were approved by the Board of Directors on 4 August 2022 and were signed on

its behalf by:

Dan Walden

Chief Financial Officer

4 August 2022

ProCook Group plc Annual Report and Accounts 2022

115

Financial Statements

Consolidated Statement of Cash Flows

For the 52 weeks to 3 April 2022

£’000s Note

52 weeks

ended

3 April 2022

53 weeks

ended

4 April 2021

Cash flows from operating activities

(Loss)/Profit before tax 94 8,290

Adjustments for:

Depreciation of property, plant, and equipment 15 860 673

Impairment of property, plant, and equipment 2 – 209

Amortisation of Intangible assets 14 52 –

Loss/(profit) on disposal of property, plant, and equipment 15 135 (961)

(Profit)/loss on termination of leases (50) 1,128

Amortisation of right-of-use assets 16 3,056 2, 715

(Gains)/losses on derivatives 10 (1,098) 949

Share Based Payments 27 5,837 –

Finance expense 9 623 457

Increase in inventories 17 (6,671) (4,686)

Increase in trade and other receivables 18 (372) (855)

Increase in trade and other payables 20 3,822 1,621

Increase in provisions 21 59 95

Income taxes paid (2,041) (1,995)

Net cash flows from operating activities 4,306 7 ,640

Investing activities

Purchase of property, plant, and equipment 15 (3,165) (1,868)

Purchase of intangible assets 14 (348) (67)

Proceeds from sale of fixed assets – 5,096

Lease inception costs (248) (97)

Net cash (used in)/from investing activities (3,761) 3,064

Financing activities

Interest on borrowings 9 (156) (99)

Interest paid on lease liabilities 16 (467) (358)

Proceeds from borrowings 22 28,320 14,854

Repayment of borrowings 22 (25,583) (18,647)

Principle movement on lease liabilities 16 (2,910) (2,081)

Proceeds from the issue of shares 26 54 –

Dividends paid 12 (1,900) (1,450)

Net cash used in financing activities (2,642) (7 ,781)

Net (decrease)/increase in cash and cash equivalents (2,097) 2,923

Cash and cash equivalents at beginning of the period 19 5,879 2,956

Cash and cash equivalents at end of period 19 3, 782 5,879

ProCook Group plc Annual Report and Accounts 2022

116

Consolidated Statement of Changes in Equity

For the 52 weeks to 3 April 2022

£’000 Note

capital

Premium

Option

Reserve

Revaluation

reserve

Retained

earnings

Total

equity

As at 30 March 2020 – – – 472 4,059 4,531

Total comprehensive income for the period – – – – 6,424 6,424

Transfer from revaluation reserve to retained earnings – – – (472) 472 –

Ordinary dividends paid 12 – – – – (1,450) (1,450)

As at 4 April 2021 – – – – 9,505 9,505

Total comprehensive loss for the period – – – – (86) (86)

Bonus issue

117 ,300 – – – (117 ,300) –

Capital reduction

(116,300) 116,300 –

Share options exercised 26 54 1 – – – 55

Issue of shares 26 36 – (36) – – –

Employee Share Based Payment Awards 27 – – 5,837 – – 5,837

Ordinary dividends paid 12 – – – – (1,900) (1,900)

As at 3 April 2022 1,090 1 5,801 – 6,519 13,411

1 The bonus issue and capital reduction resulted from the acquisition of ProCook Limited Group by the new Parent company, ProCook Group plc. Further details

on the acquisition have been provided below and in note 26.

ProCook Group plc Annual Report and Accounts 2022

117

Financial Statements

Consolidated Financial Statements

Accounting Policies

For the 52 weeks to 3 April 2022

General Information

The Group financial statements consolidate those of the ProCook Group plc (the “Company”) and its subsidiaries, together

referred to as the “Group”. The Company financial statements on pages 153 to 161 present financial information about the

Company as a separate legal entity, and not about the Group as a whole.

ProCook Group plc (the Company) is a public limited company incorporated and domiciled in England and Wales under the

Companies Act 2006 (Registration number: 13679248). The registered office is ProCook, Davy Way, Waterwells, Gloucester,

GL2 2BY.

The principal activity of the Company together with its subsidiary undertakings throughout the period is the sale of

kitchenware and related products in stores and via ecommerce platforms.

Group Reorganisation

On 26 October 2021, ProCook Group Limited acquired the entire shareholding of ProCook Limited via a share-for-share

exchange, with the existing owners of ProCook Limited at that time becoming the owners of ProCook Group Limited. 100

ordinary shares of £1.00 each in ProCook Limited were exchanged by the owners for 10,000 ordinary shares of £0.01 each in

ProCook Group Limited.

During the year a capital reorganisation was undertaken in the Parent Company following the acquisition of ProCook Limited.

This increased the number of ordinary shares in issue to 100,000,000 shares of £0.01 each.

On the 10 November 2021, the entire issued share capital of the Company was admitted for provisional trading on to the

premium listing segment of the Official List of the London Stock Exchange’s Main Market for listed securities, becoming

ProCook Group plc, with full admission taking place on the 12 November 2021.

The insertion of the Company on top of the existing ProCook Limited Group does not constitute a business combination

under IFRS 3 Business Combinations and as such the consolidated accounts for the Group are treated as a continuation of the

consolidated accounts of the ProCook Limited Group, under the principles of Merger accounting.

Under the principles of merger accounting the consolidated financial statements of the newly formed Group must reflect:

• The comparative Consolidated statement of financial position and income statement show the assets and liabilities and

results of the former ProCook Limited Group, transitioned to IFRS, as detailed in note 32.

• The retained earnings and other equity balances of the ProCook Limited Group at pre-combination carrying amounts.

• The share capital of the Company.

• The Consolidated Income Statement reflects the consolidated results of the ProCook Limited Group for the full financial

year ending 3 April 2022, inclusive of the results of the newly incorporated parent entity, ProCook Group plc, from 26

October 2021 onwards.

• As at 3 April 2022, a merger reserve is not recognised on preparing these consolidated results as the nominal value of the

shares issued by ProCook Group Limited equal the nominal value of the shares received from ProCook Limited.

These consolidated financial statements of the Group are the first set of financial statements for the newly formed Group.

The prior period has been presented as a continuation of the former ProCook Limited Group on a consistent basis as if the

group reorganisation had taken place at the start of the earliest period presented, being 30 March 2020. The prior period

comparatives are those of the former ProCook Limited Group since no substantive economic changes have occurred.

The Group and its subsidiaries results reported in these financial statements have been prepared on a consistent basis with

uniform accounting policies.

Basis of preparation

These consolidated financial statements have been prepared in accordance with International Accounting Standards in

conformity with the requirements of the Companies Act 2006, UK-adopted IFRS as issued by the International Accounting

Standards Board. ProCook is a first-time adopter of IFRS and these financial statements have been properly prepared in

accordance with IFRS 1. The consolidated Group financial statements are presented in Pounds Sterling, being the Group’s

functional currency, and generally rounded to the nearest thousand. They are prepared on the historical cost basis, unless

otherwise stated.

The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company and Group

have adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the

going concern basis of accounting in preparing the financial statements.

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The principal accounting policies adopted in the preparation of the financial information are set out below. These policies

have been consistently applied to all periods presented, unless otherwise stated.

Going concern

The financial statements have been prepared on a going concern basis. The Group has reported a loss before tax of £(86)k

after non-underlying items for the financial year ended 3 April 2022 (FY21: profit before tax of £8.3m) and had a net asset

position of £13.4m as at 3 April 2022 (4 April 2021: £9.5m), with a net current asset position of £6.0m (4 April 2021: £5.1m). The

Group had a net debt (cash and cash equivalents less borrowings) of £1.8m at 3 April 2022 (4 April 2021: net cash £3.1m).

Since early 2020, the Group has been exposed to challenging market conditions due to the Covid-19 pandemic and more

recently the impact of significant consumer cost of living pressures compounded by the Russian war on Ukraine. Despite

these market conditions, the Group has performed well over recent years, and continues to grow, acquiring new customers,

increasing repeat rates, and creating more reasons to shop with ProCook.

In their consideration of going concern the Board has considered the 12 month period from the date of signing these financial

statements. In their consideration of viability, the Board has determined that a three-year viability assessment period covering

the three financial years ending 30 March 2025, appropriately reflects the speed of change in the current retail and consumer

environment and is consistent with the Group’s strategic planning cycle. This period provides a balance between the long-

term nature of investments and the key drivers of near-term business performance.

In considering the appropriateness of adopting the going concern basis in preparing these financial statements the Directors

have considered the Group’s principal risks and assessed the impact of a range of severe but plausible downside scenarios on

the Group’s expected financial performance, position and cash generation. The scenarios were informed by a comprehensive

review of the macroeconomic environment, and the Group’s experience of trading through the pandemic over the last two

years.

Consideration has been given to the availability of facility headroom and covenant compliance within the Group’s financing

facilities. These include:

1. The uncommitted trade finance facility of £6.0m in place at the Group’s financial year end, which has a current expiry date

of September 2023 and no associated covenants

2. The Revolving Credit Facility of £10.0m which was entered into on 20 April 2022 (see note 31 for further details) and has

Leverage and Fixed Charge covenants

3. The base case for the scenario modelling extends from the annual budget plan that was approved by the Board in April

2022 and updated since to reflect our latest trading expectations which we announced in mid-June 2022 for the FY23

financial year. Key assumptions include Ecommerce and Retail sales performance, opening of new stores and websites,

investment in central headcount and central costs, inventory levels required to maintain strong availability and the effect

on net working capital.

4. The plausible but severe downside scenarios which were considered were:

5. A significant reduction in customer demand caused by continued inflationary pressures and reduced disposable incomes,

or a drop in demand for kitchenware product as customers make choices to spend elsewhere

6. Major disruption to global supply chain including manufacturing in the Far East, resulting in significant delays to source

and replenish stock levels, reducing availability (and therefore sales) and increasing cost

7. The above two scenarios combined creating a third downside scenario

In each of these downside scenarios, the Group did not breach any of its financial covenants and did not require any

additional sources of financing in any of the three years under review.

Additionally, the Directors have reviewed three ‘stress tests’ which, whilst considered extremely unlikely, seek to determine

the level of sales decline compared to the base case, which would result in a risk of financial covenants being breached.

Further detail of these downside scenarios and stress tests are set out on pages 59 to 60.

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Financial Statements

If any of these downside or stress test scenarios were to arise, management would consider taking mitigating actions

potentially including but not limited to the following:

• Increase selling prices for products which have lower price elasticity to help offset additional import costs

• Identify alternative near-shore manufacturing where possible to mitigate exposure to Far East supply

• Identify and enter into partnerships to charter vessels directly

• Increase inventory forward ordering to protect availability

• Leverage promotional activity to attract more customers

• Reduce discretionary above-the-line marketing spend

• Renegotiate payment terms with suppliers

• Reduce central overhead costs (including headcount) over the short or medium term

• Delay capital expenditure in retail, technology, and logistics

• Review and amend our capital allocation and dividend policy

• Extend financing facilities with existing or new lenders, potentially including the use of the accordion option for the RCF

which is subject to lender approval.

The Directors, having assessed the results of the various downside scenarios and stress tests, are of the opinion that the

Group is well placed to continue in operation for at least 12 months from the date of signing these financial statements.

The Directors therefore consider it appropriate to adopt the going concern basis of accounting in preparing the financial

information for the year ended 3 April 2022.

Further information regarding the Group’s business activities, together with the factors likely to affect its future development,

performance and position is set out in the Strategic Report on pages 10 to 61.

Critical accounting estimates and judgements

The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated

based on historical experience and other factors, including expectations of future events that are believed to be reasonable

under the circumstances. In the future, actual experience may differ from these estimates and assumptions. Revisions to

accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

The key estimates and judgements that are used within the financial statements are set out below:

Estimate: Discount rates

IFRS 16 states that the lease payments shall be discounted using the lessee’s incremental borrowing rate where the rate implicit in the

lease cannot be readily determined. Accordingly, all lease payments have been discounted using the Group’s incremental borrowing

rate (IBR). The IBR has been determined by using a range of data including current economic and market conditions, review of current

debt and capital within the Group, lease length and comparisons against seasoned corporate bond rates and other relevant data

points. A 100 basis points increase in the IBR would lead to a decrease in the lease liability of £(0.9)m (2021: £(0.8)m). Further details

can be found in note 16.

Estimate: Warranty Provision

The Group offers warranties ranging from 12 months to 25 years on certain products sold, during which, the Group will

provide a replacement product in respect of any eligible defects which may arise on the original purchase. The estimated

warranty provision is based on historic claim rates and the expected cost of fulfilling the warranty.

The Group has considered warranty returns data for the past 3 years to determine an expectation of the frequency (rate)

and timing of future warranty claims. As the Group provides a new replacement product in respect of a warranty return,

the provision amount is based on the anticipated future product cost of any such replacement product. A 100 basis points

increase in the rate of warranty claims would result in an increase in the provision of £0.06m (2021: £0.02m). Further details

can be found in note 21.

Estimate: Inventory Provision

In the current period, the Group has determined that it should reduce the carrying value of inventory to recognise the

estimated exposure to writing off damaged items held at cost within inventory at the year end, which will subsequently be

disposed of by the Group when identified as damaged of faulty after the year end. This estimated future liability has been

developed based on historical data of the costs of disposing of damaged and faulty inventory and has been charged to the

Consolidated Statement of Income. A 100 basis points increase in the damaged and faulty inventory rate would increase the

required provision by £0.13m (2021: No such provision was maintained at this date). Further details can be found in note 17.

Consolidated Financial Statements

Accounting Policies

For the 52 weeks to 3 April 2022

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Estimate: Dilapidations

The Group has estimated the dilapidations provision in respect of anticipated future restoration costs of each of the Group’s

leasehold properties in the event that any individual location is vacated by the Group.

These future costs are estimated based on actual historical average costs per square foot the Group has incurred to vacate

and make good a property, and any specific contractual requirements detailed within lease contracts. The provision for

restoration costs have been discounted to their present value and unwound using the incremental borrowing rate of the

Group implicit at the inception of the lease. A 10 percentage point increase in the historical cost per square foot would result

in an increase in the dilapidations provision of £0.05m (2021: £0.04m). Further details can be found in note 21.

Judgement: Lease terms and expiries

Judgement is exercised in determining the lease term and expiry date of the lease. IFRS 16 defines the lease term as the non-

cancellable period of a lease together with the options to extend or terminate a lease, if the lessee were reasonably certain to

exercise that option, or when either the lessee or the lessor each has the right to terminate the lease without permission from

the other party with no more than an insignificant penalty. The Group has assessed the likelihood of extending lease contracts

beyond any break point date by taking into account current economic and market conditions, current trading performance,

forecast profitability, the significance of any fees payable, and the level of capital investment in the property, as well as the

status of any open dialogue with landlords. The Group typically determines the lease term to be the full term of the lease,

assuming that any option to break or extend the lease is unlikely to be exercised and it is not reasonably certain on inception,

that the Group will continue in occupation for any period beyond the lease term.

Judgement: Indicators of Impairment

The Group has determined that only stores that have been open and trading for at least 24 months would be assessed. We

have judged that this is an appropriate period for the store to become established and progress sufficiently towards maturity

as a Cash Generating Unit (CGU). In making this judgement, consideration has been given to past performance on new store

openings and anticipated performance based on property investment cases assessments, that there will be a net positive

contribution over a longer assessment period. The financial performance of individual CGUs over the preceding financial year

has been reviewed to identify any signs of impairment. In doing so, consideration has been given to the directly attributable

profits generated by each CGU after all directly attributable costs including logistics, occupation, and salary costs as well as

a proportion of central costs.

Basis of consolidation

Group companies included in the consolidated financial statements for FY22 include ProCook Group plc and all subsidiary

undertakings, which are those entities which it controls. ProCook Group plc controls an entity when it is exposed to, or has

rights to, variable returns from its involvement with the entity and can affect those returns through its power to direct the

activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to ProCook Group plc

until the date that control ceases. The Company assesses whether it controls an investee if facts and circumstances indicate

that there are changes to one or more of the elements of control indicators listed above.

Where necessary, amounts reported by subsidiaries have been adjusted to conform with ProCook Group plc’s accounting

policies.

Transactions eliminated on consolidation

Intra-group balances, and any unrealised gains and losses or income and expenses arising from intra-group transactions are

eliminated in preparing the financial information. Losses are eliminated in the same way as gains, but only to the extent that

there is no evidence of impairment.

Revenue recognition

The Group records customer transactions through its store point of sale systems and its ecommerce platforms. Revenue is

recognised at the point in time when the Group delivers a product to a customer, whether this be at the point of sale in store,

or later upon delivery to a customer. Payment of the transaction price is due immediately when the customer purchases the

product in store or upon ordering online.

Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added

tax and other sales taxes. Revenue is reduced for estimated customer returns, rebates, and other similar allowances.

Deferred income

Sales made through the Group’s websites are recognised at the point the product is delivered to the customer. Deferred

income is recognised as a creditor at the point where the order has been received and not yet despatched, or where the

goods have been despatched but are yet to be delivered to the customer.

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Financial Statements

Refunds and returns

At the point at which goods are supplied, the Group provides customers with a right to return goods within a 90-day period for a

full refund subject to certain terms and conditions. The Group has established a refunds and returns other payables balance within

the Consolidated Statement of Financial Position to provide for the expected level of returns on sales made before the period

end but returned after the period end. The provision for returns is calculated based on estimated refund and return rates using

historical trends. The associated estimated value of cost of sales related to the returned items is also reflected within inventory.

Expenses

Share based payments

The Group operates a number of shared based compensation plans which are all equity settled, in exchange for services received

from employees. The fair value of these compensation plans is calculated at the grant date using the Black–Scholes model. The

resulting cost is expensed to the Group income statement over the vesting period. The value of the expense is adjusted to reflect

expected and actual levels of vesting, considering any performance conditions which may apply to individual plans.

Social security contributions payable in connection with the grant of the share options are considered an integral part of the

grant itself and the expense is treated as a cash-settled transaction.

No other entities in the Group other than ProCook Group plc have issued any equity-settled share based incentives.

Employee benefits

The costs of short-term employee benefits are recognised as an expense in the Consolidated Income Statement as incurred.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the Group is demonstrably committed to terminate the

employment of an employee or to provide termination benefits.

Pensions

The Group operates a defined contribution pension scheme using an external pensions partner. Contributions to the scheme

are expensed to the Consolidated Income Statement in the period to which the contributions relate. The assets of the scheme

are held separately from those of the Group.

There have been no significant changes during the period relating to the current scheme, nor its membership and terms and

conditions.

Non-underlying items

Non-underlying items are defined as transactions that, in the opinion of the Directors, should be disclosed separately from

the reported Consolidated Income Statement in order to provide a consistent and comparable view of the underlying

performance of the Group. This will include those items that relate to non-recurring events and are material in nature and

which have been incurred outside of the normal business operations, including but not limited to restructuring and fund-

raising activities.

Finance income and expenses

Finance income comprises interest on bank deposits.

Finance expense comprises of interest payable on the Group’s finance facilities and lease liability interest which are expensed

to the Consolidated Income Statement in the period in which they are incurred. Debt issue costs are capitalised and

amortised over the life of the associated finance facility through finance costs.

Other operating income

Other operating income represents all other income received by the Group.

This includes rental income and Government grants. Government grants are recognised at their fair value where there is

reasonable assurance that the grant will be received, and the Group will comply with all relevant conditions. Government

grants relating to costs are deferred and recognised in the Consolidated Income Statement over the period necessary to

match them with the costs that they are intended to compensate.

During the years ended 4 April 2021 and in the early part of the year ending 3 April 2022, the Group made use of the

Government’s Coronavirus Job Retention Scheme (“CJRS”), which allowed businesses to submit claims for repayment of

furlough or flexible furlough employee wages as a result of Covid-19. In addition to the CJRS, the Group also made use of

Local Restrictions Support Grants, which provided a cash grant for each period of national lockdown as a result of Covid-19.

The grant income received under these schemes has been recognised in other operating income in the Consolidated Income

Statement. Employee costs are presented gross of grant income.

Consolidated Financial Statements

Accounting Policies

For the 52 weeks to 3 April 2022

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122

Foreign currency translation

Transactions in foreign currencies are recorded at the rate of exchange prevailing at the date of the transaction. Monetary

assets and liabilities denominated in foreign currencies, are retranslated at the rate of exchange prevailing at the end of the

reporting period. Any exchange gains or loss are recognised in the Consolidated Income Statement.

Current and deferred taxation

Taxation, comprising current and deferred taxation, is recognised in the Consolidated Income Statement, except where a

charge attributable to an item of income or expense recognised as other comprehensive income or to an item recognised

directly in equity is also recognised in other comprehensive income or directly in equity, respectively.

Current tax on profits or losses for the period is calculated based on tax rates and laws that have been enacted or

substantively enacted by the reporting date in the UK where the Group operates and generates taxable income.

Deferred tax balances in the Consolidated Statement of Financial Position are recognised in respect of all temporary

differences that have originated but not reversed by the balance sheet date, except where:

• The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the

reversal of deferred tax liabilities or other future taxable profits;

• Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been

met; and

• Where timing differences relate to interests in subsidiaries, associates, branches and joint ventures and the Group can

control their reversal and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations,

when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions

available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed

for tax. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the

reporting date.

Where applicable the Group makes claims for Research and Development (R&D) tax reliefs in accordance with the Research

and Development Expenditure Credit (RDEC) scheme. Qualifying projects are assessed to ensure the claims made fit the

criteria and definitions set out by the UK HM Revenue and Customs. R&D tax relief claims are recognised in the tax expense

line of the Consolidated Income Statement.

Dividends

Ordinary dividends proposed by the Board of Directors are only recognised in the Consolidated Statement of Financial

Position when they have been approved by the shareholders, and the Company is obliged to make payment.

Intangible assets

Intangible assets with finite useful lives that are either acquired separately or internally developed are carried at cost less

accumulated amortisation and accumulated impairment losses.

Directly attributable costs associated with software development by the Group’s own IT experts, in respect of customised IT

programmes and systems controlled by the Group, are capitalised as intangible assets, provided they meet the following

recognition requirements:

• The development costs can be measured reliably

• The project is technically and commercially feasible

• The Group intends to and has sufficient resources to complete the project

• The Group has the ability to use or sell the software

• The software will generate probable future economic benefits.

Software development costs not meeting these criteria are classified as research or maintenance expenditure and are

expensed to the Consolidated Income Statement as they are incurred. Directly attributable costs include employee costs

incurred on software development.

The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any

changes in estimate being accounted for on a prospective basis.

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Financial Statements

Intangible assets are amortised on a straight-line basis over their estimated useful lives. Assets under construction are

capitalised as expenditure is incurred, with amortisation commencing from the point at which the asset starts being utilised

by the Group. Annual impairment assessments are undertaken to ensure the valuations remain appropriate.

Amortisation is provided on the following basis:

• Intangibles (Software) 3 years, straight line

Property plant and equipment

Property, plant, and equipment acquired and owned by the Group is stated at historical cost less accumulated depreciation

and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset

to the location and condition necessary for it to be capable of operating in the manner intended by management.

Assets under construction are capitalised as expenditure is incurred and tested for impairments annually. Depreciation is

expensed to the Consolidated Income Statement to allocate the cost of assets, less any residual value, over their estimated

useful lives, using the straight-line method. Depreciation is provided on the following basis, from the point at which the asset

starts being utilised by the Group:

• Land and buildings 5–10 years, straight line

• Plant and machinery 10–20 years, straight line

• Fixtures and fittings 5–10 years, straight line (or over term of the lease)

• Motor vehicles 3 years, straight line

The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate,

or if there is an indication of a significant change since the last reporting date. At each reporting period end date, the Group

reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have

suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to

determine the extent of the impairment loss (if any).

The recoverable amount is the higher of the asset’s fair value less any costs to sell and its value in use. If the recoverable

amount of an asset is estimated to be less than it’s carrying amount, the carrying amount of the asset is reduced to its

recoverable amount and an impairment loss is recognised immediately in Consolidated Income Statement.

Gains and losses on disposals are determined by comparing any proceeds on disposal with the carrying amount and are

recognised in the Consolidated Income Statement.

Leased assets

At inception of a new contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease

if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether a

physically distinct asset can be identified; the Group has the right to obtain substantially all of the economic benefits from the

asset throughout the period of use; the Group has the ability to direct the use of the asset over the lease term; and is able to

restrict the usage of third parties as applicable.

Leases are recognised in the Consolidated Statement of Financial Position as a right-of-use asset with a corresponding lease

liability except for:

• Leases of low value assets (less than £5,000); or

• Leases with a duration of 12 months or less.

Right-of use-assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and

increased for:

• Lease payments made at or before commencement of the lease;

• Initial direct costs incurred; and

• The amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the

leased asset.

Lease liabilities are recognised in the Consolidated Statement of Financial Position measured at the present value of the

contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate

inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group’s incremental

borrowing rate on commencement of the lease is used.

Consolidated Financial Statements

Accounting Policies

For the 52 weeks to 3 April 2022

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124

On initial recognition, the carrying value of the lease liability also includes:

• Amounts expected to be payable under any residual value guarantee;

• The exercise price of any purchase option granted in favour of the Group if it is reasonably certain to access that

option; and

• Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of the termination

option being exercised.

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance

outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the

remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the

lease term. When the Group revises its estimate of the term of any lease (because, for example, it re-assesses the probability

of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect

the payments to make over the revised term, which are discounted at the revised discount rate applicable at the date of

estimation. An equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount

being amortised over the remaining (revised) lease term.

During the year ended 4 April 2021, certain rent concessions were agreed with landlords throughout the periods where stores

were closed. Such rent concessions were treated as lease modifications and the present value of minimum lease payments

was adjusted to reflect the new payment structure. An adjustment was made to both the Finance lease liability and the Right

of Use Asset value to this effect.

Where the Group’s property leases contain variable payment terms, payments determined as variable are treated as a charge

to the Consolidated Income Statement and not capitalised. Variable lease payments are only included in the measurement of

the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the

variable element will remain unchanged throughout the lease term.

Sale and leaseback

On entering into a sale and leaseback transaction, the Group determines whether the transfer of the assets qualifies as a sale

(satisfying a performance obligation in IFRS 15 “Revenue from Contracts with Customers”). Where the transfer is a sale and

providing the transaction is on market terms, then the previous carrying amount of the underlying asset is split between:

• A right-of-use asset arising from the leaseback (being the proportion of the previous carrying amount of the asset that

relates to the rights retained); and

• The rights in the underlying asset retained by the buyer-lessor at the end of the leaseback. The Group recognises a

portion of the total gain or loss on the sale. The amount recognised is calculated by splitting the total gain or loss into:

− An unrecognised amount relating to the rights retained by the seller-lessee; and

− A recognised amount relating to the buyer-lessor’s rights in the underlying asset at the end of the leaseback.

The leaseback itself is reported and presented in accordance with IFRS 16. Where the transfer is not determined to be a sale,

the previous carrying amount of the underlying asset is not adjusted and the liability is included as a financial liability under

IFRS 9 Financial Instruments.

Dilapidations

The value of any provision for contractually committed future costs to dismantle, remove or restore a leased asset are

included in the initial measurement of a right-of-use asset.

Prior to adopting IFRS in the current financial period, the Group did not maintain a provision for such necessary future

expenditure. In the current financial period, the Group has retrospectively recognised, in accordance with IAS 8, restoration

obligations within a dilapidations provision and included the value of this within the initial measurement of the right-of-use

asset on inception of the lease.

Inventories

Inventory is recognised in the Consolidated Statement of Financial Position at the lower of cost and net realisable value. Cost

is determined on a weighted average cost basis and comprises all costs of purchase and other costs incurred in bringing the

inventories to their present location and condition. Net realisable value is the amount that can be realised from the sale of the

inventory in the normal course of business after allowing for the costs of realisation.

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Financial Statements

Inventory in transit at the period end is included within inventory at cost, where ownership of legal title by the Group can be

readily determined.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventory over its

estimated selling price less costs to sell is recognised as an impairment loss in Consolidated Income Statement. Reversals of

impairment losses are also recognised in Consolidated Income Statement.

Trade and other receivables

The Group makes use of a simplified approach in accounting for trade and other receivables and records the loss allowance

as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for

default or any other failure to make payment to the Group in line with agreed terms, at any point during the life of the financial

instrument. In calculating this, the Group uses its historical experience, external indicators, and forward-looking information to

calculate the expected credit losses.

The Group assesses impairment of trade receivables on a collective basis as they possess shared credit risk characteristics

based on grouping debt by days overdue.

Cash and cash equivalents

Cash and cash equivalents are liquid financial assets and include cash in hand, deposits held on call with banks, cash

in transit to the Group in respect of debit and credit card receipts, and other short-term liquid investments with original

maturities of three months or less.

Trade and other payables

Trade and other payables are recognised at fair value on the Consolidated Statement of Financial Position.

Financial instruments

Financial instruments are all financial assets and financial liabilities that comprise a contract that gives rise to a financial asset

of one entity and a financial liability or equity instrument of another entity and are detailed in note 25.

Financial assets and financial liabilities are recognised in the Consolidated Statement of Financial Position when the Group

becomes party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at

fair value. Transaction costs that are directly attributable (other than financial assets or liabilities at fair value through profit or

loss are added to or deducted from the fair value as appropriate, on initial recognition.

A financial liability is derecognised when the obligation under the liability is discharged, cancelled, or expires. A financial asset

is derecognised when the rights to receive cash flows from the asset have expired.

The fair values of financial instruments measured at amortised cost and derivative instruments recognised at fair value are

disclosed in Note 25.

Financial assets

Financial assets are subsequently classified into the following categories:

• Financial assets at fair value through profit or loss;

• Fair value through other comprehensive income; or

• Amortised cost.

The classification depends on the nature and purpose of the financial asset (i.e. the Group’s business model for managing the

financial assets and the contractual terms of the cash flows) and is determined at the time of initial recognition.

They are measured at amortised cost if they are held within a business model whose objective is to hold financial assets in

order to collect contractual cash flows and the contractual terms give rise on specified dates to cash flows that are solely

payments of principal and interest on the principal amount outstanding.

Financial assets not held at amortised cost or fair value through other comprehensive income are held at fair value through

profit or loss. At present the Group only has financial assets held at amortised cost, apart from derivatives which are

measured at fair value through profit or loss.

Consolidated Financial Statements

Accounting Policies

For the 52 weeks to 3 April 2022

ProCook Group plc Annual Report and Accounts 2022

126

Financial liabilities

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the

contractual arrangements.

Equity instruments are any contract that evidences a residual interest in the assets of an entity after deducting all of its

liabilities. Equity instruments are recognised as proceeds received net of issue costs.

Financial liabilities are classified as either financial liabilities at fair value through Profit or Loss or financial liabilities at

amortised cost, which are measured using the effective interest method. At present the Group only has financial liabilities

held at amortised cost, apart from derivatives which are measured at fair value through profit or loss.

Impairment of financial assets

IFRS 9 requires the use of forward-looking information to recognise expected credit losses – the “expected credit loss model”.

Recognition of credit losses is not dependent on the Group first identifying a credit loss event; instead, the Group considers a

broader range of information when assessing credit risk and measuring expected credit losses, including past events, current

conditions and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the

instrument.

Derivatives

Derivatives are initially recognised in the Consolidated Statement of Financial Position at fair value at the date a derivative

contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or

loss is recognised in the Consolidated Income Statement within Other gains/(losses) immediately unless the derivative is

designated and effective as a hedging instrument, in which event the timing of the recognition in the Consolidated Income

Statement depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is

recognised as a financial liability.

Provisions

Provisions are recognised in the Consolidated Statement of Financial Position where a legal or constructive obligation has

been incurred which will probably lead to an outflow of resources that can be reasonably estimated. The amount recognised

as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date,

taking into consideration the risks and uncertainties surrounding the obligation. The timing of cash outflows are by their

nature uncertain and are therefore best estimates. A contingent liability is disclosed where the existence of the obligations

will only be confirmed by future events, or where the amount of the obligation cannot be measured with reasonable

reliability.

Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is

recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a

finance cost in the Consolidated Income Statement in the period in which it arises.

Warranties

All ProCook products are offered with a warranty ranging from 12 months to 25 years. This warranty provides the customer

with the right to return the product, should it not be performing in the manner as described when the product was purchased.

The customer is then entitled to a replacement product free of charge.

All warranties in the Group are assurance type warranties as the Group assures that the product will perform as expected. The

Group’s warranties do not provide any additional services to the customer and are not able to be purchased separately; the

warranties provide a guarantee to the customer that the product will perform as expected.

The Group maintains a warranty provision in respect of future expected cost of claims outstanding at the year-end, based on

sales which are accompanied by product warranties made prior to the financial year-end and historical return rate trends.

Dilapidations

The Group maintains a dilapidations provision in respect of its future restoration cost obligations in respect of leasehold

properties occupied by or previously occupied by the Group as at the financial year end, based on historical average costs

incurred to vacate and make good a property, and any specific contractual requirements detailed within lease contracts.

ProCook Group plc Annual Report and Accounts 2022

127

Financial Statements

Borrowings

Interest-bearing loans are initially recorded at their fair value and subsequently held at amortised cost. Arrangement and

transaction fees incurred are amortised over the term of the loan. Borrowings are classed as current liabilities unless the

Group has a right to defer settlement of the liability for at least 12 months after date of the Consolidated Statement of

Financial Position.

Share Capital

Changes in the share capital structure are recognised within equity on the Consolidated Statement of Financial Position,

within any excess over the nominal share price being recognised within Share premium. Where the Company purchases its

own equity share capital (treasury shares) the consideration paid, including any directly attributable incremental costs, is

deducted from the equity attributable to the Company’s equity holders until the shares are cancelled or reissued. Where such

shares are subsequently sold or reissued, any consideration received net of any directly attributable incremental transaction

costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.

Impairment of non-financial assets

At the end of each reporting period, the Group reviews the carrying amounts of its non-financial assets to determine

whether there is an indication of impairment. For impairment purposes, assets are grouped at the lowest levels for which

there are largely independent cash inflows (cash-generating unit or CGU). As a result, some assets are tested individually for

impairment, and some are tested at the CGU level. Management considers CGUs to be determinable by individual store and

the various ecommerce platforms.

Assets and CGUs are tested for impairment whenever events or changes in circumstances indicate that the carrying amount

may not be recoverable. An impairment loss is recognised for the amount by which the assets or CGU’s carrying amount

exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use.

To determine the value-in-use, management estimate expected future cash flows from the CGU and determine a suitable

discount rate to calculate the present value of those cash flows. Discount factors are determined for the CGU to reflect

current market assessments of the time value of money and asset-specific risk factors.

Impairment charges are allocated on a pro-rata basis in accordance with the CGU’s carrying amounts. In allocating the

impairment loss to a CGU, the carrying amount of each asset within the CGU is reduced to the highest of either its fair value

less costs to sell; value-in-use; or nil. Recognition of impairment losses do not result in a recognition of a liability. All assets are

subsequently reassessed for indications that an impairment loss previously recognised may no longer exist. An impairment

loss is reversed if the asset’s or CGU’s recoverable amount exceeds its carrying amount.

Segmental reporting

The Group’s operating segments are reported in a manner consistent with the internal reporting provided to the Board

of Directors. The Board is identified as the Chief Operating Decision-Maker (‘CODM’) for the business and is responsible

for making strategic decisions, allocating resources and assessing performance of the operating segments. The Group is

considered to have two operating segments: Ecommerce and Retail.

Revenues and underlying operating profits for both segments are generated from the sale of kitchenware and related

products. Each segment has separate operational characteristics and are identifiable by way of where the customer

completes their transaction; either in a retail store, or via one of the ecommerce website platforms that the Group operates.

Consolidated Financial Statements

Accounting Policies

For the 52 weeks to 3 April 2022

ProCook Group plc Annual Report and Accounts 2022

128

New standards, amendments, and interpretations

New standards impacting the Group that have been adopted for the year ended 4 April 2021 and year ending 3 April 2022 are

as follows:

• Definition of a Business (Amendments to IFRS 3);

• Interest Rate Benchmark Reform – IBOR “phase 2” (Amendments to IFRS 9, IAS 39 and IFRS 7); and

• Covid-19-Related Rent Concessions (Amendments to IFRS 16).

Following an assessment, the Group have determined that these standards do not have a material impact upon the Group’s

Consolidated Financial Statements.

New standards, amendments and interpretations not yet adopted

There are several standards, amendments to standards, and interpretations which have been issued by the IASB that are

effective in future accounting periods that the Group has decided not to adopt early. The following amendments are effective

for the period beginning 5 April 2022:

• Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37);

• Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16);

• Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41);

• References to Conceptual Framework (Amendments to IFRS 3);

• IFRS 17 (including the June 2020 amendments to IFRS 17) Insurance Contracts;

• Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture;

• Amendments to IAS 1 Classification of Liabilities as Current or Non-current;

• Amendments to IAS 1 and IFRS Practice Statement 2 Disclosure of Accounting Policies;

• Amendments to IAS 8 Definition of Accounting Estimates; and

• Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction.

The Group do not expect these standards to have a material impact on its Consolidated Financial Statements either in the

current reporting period or future reporting periods.

ProCook Group plc Annual Report and Accounts 2022

129

Financial Statements

1. Revenue

Group revenue is not reliant on any single major customer or group of customers. Management considers revenue is derived

from one business stream being the retail of kitchenware and related products and services.

Customers interact and shop with the Group across multiple touchpoints and their journey often involves more than one

channel. The Chief Operating Decision-maker is the Board of Directors of ProCook Group plc. The Board reviews internal

management reports on a frequent basis, and in line with internal reporting, the channel reporting below indicates where

customers complete their final purchase transaction.

The majority of the Group’s operations are carried out in the UK, with a smaller proportion of the Group’s revenue being

generated in the European Union. All revenue is from external customers.

£’000

52 weeks

ended

3 April 2022

53 weeks

ended

4 April 2021

United Kingdom 66,124 50,087

European Union 3,030 3,306

Total revenue 69,154 53,393

2. Operating expenses

Operating profit/(loss) for the periods is stated after charging:

£’000

52 weeks

ended

3 April 2022

53 weeks

ended

4 April 2021

Exchange losses 32 519

Depreciation of tangible fixed assets 860 673

Amortisation of Intangible assets 52 –

Amortisation of right-of-use-assets 3,056 2,715

Impairment of tangible fixed assets – 209

Variable lease payments 985 267

Loss/(profit) on disposal of property, plant, and equipment 174 (961)

Total R&D expenditure included in operating expenses for the 52 weeks ended 3 April 2022 was £0.6m (4 April 2021: £0.4m).

3. Non-underlying items

Due to the non-recurring nature of the Initial Public Offering on the London Stock Exchange by the Group in the period ended

3 April 2022, the business has incurred costs which relate to non-recurring events, and are material in nature, and so have

been separately disclosed on the face of the Consolidated Income Statement as non-underlying items. These included non-

recurring costs in relation to the IPO of £2.7m (2021: £nil) and costs in respect of employee share-based IPO awards of £6.7m

(2021: £nil). Expenses in relation to these IPO awards are expected to continue through relevant vesting periods to FY25,

albeit these costs reduce over time.

£’000

52 weeks

ended

3 April 2022

53 weeks

ended

4 April 2021

IPO Associated costs 2,742 –

Share based Payments 6,658 –

Total 9,400 –

Notes to the Consolidated Financial Statements

For the 52 weeks to 3 April 2022

ProCook Group plc Annual Report and Accounts 2022

130

4. Segmental reporting

The Chief Operating Decision Maker (CODM) is the Board of Directors and segmental reporting analysis is presented based

on the Group’s internal reporting to the Board. At 3 April 2022, the Group had two operating segments, being Ecommerce

and Retail. Central costs are reported separately to the Board. Whilst central costs are not considered to be an operating

segment, it has been included below to aid reconciliation with Operating Profit as presented in the Consolidated Statement

of Income.

£’000

52 weeks

ended

3 April 2022

53 weeks

ended

4 April 2021

Revenue

Ecommerce 32,332 39,853

Retail 36,822 13,540

Total revenue 69,154 53,393

Operating profit

Ecommerce 8,056 14,146

Retail 9,635 1,773

Central costs (8,518) (6,223)

Non-underlying costs (9,400) –

Operating (loss)/profit (227) 9,696

Finance costs (623) (457)

Other gains/(losses) 944 (949)

Profit before tax 94 8,290

Substantially all of the assets of ProCook Group plc are located in the UK.

5. Auditor Remuneration

The Group’s total fees paid or payable to its auditor

in respect of the audit of the Group’s financial statements and for other

services provided to the Group:

£’000

52 weeks

ended

3 April 2022

53 weeks

ended

4 April 2021

Audit of Consolidated Financial Statements 25 5

Audit of the Parent Company and Group subsidiary entities 120 24

Other services

13 –

Total auditor remuneration 158 29

1 During the year the Group changed its statutory auditors to Mazars LLP.

2 The Group engaged the auditor to undertake certain agreed upon procedures in respect of the interim financial statement.

6. Other income

£’000

52 weeks

ended

3 April 2022

53 weeks

ended

4 April 2021

Other income 112 43

Government grants 295 2,805

Total other income 407 2,848

The government grants relate to the Government’s Coronavirus Job Retention Scheme (‘CJRS’), the Government Business

Rates Relief Scheme and local restrictions support grants. There are no unfulfilled conditions or contingencies attached to

these grants that have been recognised.

ProCook Group plc Annual Report and Accounts 2022

131

Financial Statements

7. Employee numbers and costs

The average monthly number of colleagues employed by the Group including Directors was:



52 weeks

ended

3 April 2022

53 weeks

ended

4 April 2021

Retail staff 601 492

Support staff 82 67

Total 683 559

The total remuneration of all employees including Directors includes:

£’000

52 weeks

ended

3 April 2022

53 weeks

ended

4 April 2021

Wages and salaries 12,572 9,919

Social security contributions and similar taxes 947 695

Other pension costs 192 136

Total 13,711 10,750

In the current year, the Group claimed £0.03m (2021: £1.83m) under the UK Government’s Coronavirus Job Retention Scheme

which was recognised within Other Income. Details of Directors’ remuneration including base pay, short and long-term

incentive schemes and pension entitlements are disclosed in the Directors’ Remuneration Policy and Annual Report on

Remuneration on pages 82 to 92.

8. Retirement benefit plan

The Group operates a defined contribution retirement benefit scheme for all qualifying employees. The scheme is

administered and managed by a separate third-party specialist pension scheme provider. The total expense recognised

in the Consolidated Income Statement for the period ended 3 April 2022 was £192k (4 April 2021: £136k) and represents

contributions payable to these plans by the Group at rates specified in the rules of the plans.

9. Finance expense

£’000

52 weeks

ended

3 April 2022

53 weeks

ended

4 April 2021

Interest on borrowings and other interest 156 99

Interest on lease liabilities 467 358

Total finance expense 623 457

10. Other gains and losses

£’000

52 weeks

ended

3 April 2022

53 weeks

ended

4 April 2021

Gain/(loss) on derivatives 1,098 (949)

Exchange rate losses (154) –

Total gains/(losses) 944 (949)

Notes to the Consolidated Financial Statements

For the 52 weeks to 3 April 2022

ProCook Group plc Annual Report and Accounts 2022

132

11. Tax expense

The tax expense for the periods presented differ from the standard rate of UK corporate income tax applicable in the financial

year. The differences are explained below: 

£’000

52 weeks

ended

3 April 2022

53 weeks

ended

4 April 2021

Current taxation

Corporate income tax charge for the period 1,384 2,087

Adjustments in respect of previous years – –

1,384 2,087

Deferred tax

Origination and reversal of temporary differences (920) (221)

Impact of change in tax rate (284) –

Total tax expense 180 1,866

The tax charge reconciles with the standard rate of UK corporate income tax as follows:

£’000

52 weeks

ended

3 April 2022

53 weeks

ended

4 April 2021

Profit on ordinary activities before tax 94 8,290

UK Corporate income tax at standard rate of 19% (2021: 19%) 18 1,575

Factors effecting the charge in the period:

Tax effect of expenses that are not deductible for tax purposes 446 (123)

Adjustments in respect of prior years – 105

Impact of change in tax rate (284) –

Chargeable gains – 309

Total taxation expense 180 1,866

The underlying taxation expense for the period as a percentage of profit before tax (the effective tax rate) is 20.0%

(2021: 22.5%).

The standard rate of UK corporate income tax was 19% for all periods presented. During the year, the UK Government

substantively enacted an increase in the UK corporate income tax rate to 25% effective from 1 April 2023. Deferred tax

balances have been adjusted to reflect the expected increase in Corporation tax rates.

The deferred tax asset has arisen due to accelerated capital allowances on items of property, plant and equipment and the

timing of future vesting dates in respect of share based payments. The amounts have been presented on a net basis to follow

the way in which they will be recouped by the Group. The following is the analysis of the deferred tax balances for financial

reporting purposes:

Movement in the year

£’000

Accelerated

capital

allowances

Share based

payments Total

Deferred tax liability at 5 April 2021 (29) – (29)

(Debit)/credit to profit and loss (450) 1,654 1,204

Deferred tax asset at 3 April 2022 (479) 1,654 1,175

ProCook Group plc Annual Report and Accounts 2022

133

Financial Statements

12. Dividends

£’000

52 weeks

ended

3 April 2022

Dividend per

share (pence)

52 weeks

ended

4 April 2021

Dividend per

share (pence)

Final dividend for the period 29 March 2020 – – 1,450 1.5

Final dividend for the period 4 April 2021 1,000 1.0 – –

Interim dividend for the period ended 3 April 2022 900 1.0 – –

In the table above, the 10,000 ordinary shares of £1 each in issue as at 4 April 2021 have been converted to the equivalent

post share for share exchange quantity (100,000,000 ordinary shares of 1 pence) for comparative purposes.

The FY22 interim dividend of £1.0m was declared and paid representing 1.0 pence per shares, however £0.1m of this dividend

was waived by certain shareholders. The interim dividend was paid to the shareholders on the register at close of business on

8 November 2021.

The Directors have recommended a final dividend of 0.9 pence per ordinary share, which equates to £1.0m, for the period

ended 3 April 2022. Subject to shareholder approval at the AGM, this will be paid on 30 September 2022 to shareholders on

the register at close of business on 2 September 2022.

13. Earnings per share

Basic earnings per share is calculated by dividing the profit for the period attributable to equity holders of the Group by the

weighted average number of ordinary shares in issue.

Diluted earnings per share is calculated by dividing the profit for the period attributable to ordinary equity holders of the

parent by the weighted average number of ordinary shares in issue during the period plus the weighted average number

of ordinary shares that would have been issued on the conversion of all dilutive potential ordinary shares into ordinary

shares.



52 weeks ended

3 April 2022

53 weeks ended

4 April 2021

Weighted average number of shares 103,509,034 100,000,000

Impact of share options 8,774,159 8,580,000

Number of shares for diluted earnings per share 112,283,193 108,580,000

In the table above, the 10,000 ordinary shares of £1 each in issue as at 4 April 2021 have been converted to the equivalent

post share for share exchange quantity (100,000,000 ordinary shares of 1 pence) for comparative purposes.

£’000

52 weeks

ended

3 April 2022

Underlying

52 weeks

ended

3 April 2022

Reported

53 weeks

ended

4 April 2021

Reported

Profit/(loss) for the period 7,594 (86) 6,424

Earnings per ordinary share – basic 7.34p (0.01)p 6.42p

Earnings per ordinary share – diluted 6.76p (0.01)p 5.92p

Notes to the Consolidated Financial Statements

For the 52 weeks to 3 April 2022

ProCook Group plc Annual Report and Accounts 2022

134

14. Intangible assets

£’000 Software

Assets under

construction Total

Cost

At 30 March 2020 – – –

Additions – 67 67

At 4 April 2021 – 67 67

Transfers out of Assets under construction 67 (67) –

Additions 190 158 348

At 3 April 2022 257 158 415

Accumulated Amortisation

At 30 March 2020 – – –

Charge for the period – – –

At 4 April 2021 – – –

Charge for the period 52 – 52

At 3 April 2022 52 – 52

Net book value

At 29 March 2020 – – –

At 4 April 2021 – 67 67

At 3 April 2022 205 158 363

Amortisation was recognised in the Consolidated Statement of Income within operating expenses throughout the period.

ProCook Group plc Annual Report and Accounts 2022

135

Financial Statements

15. Property, plant and equipment

£’000

Land and

Buildings

Plant and

machinery

Fixtures and

Fittings

Motor

Vehicles

Assets under

construction Total

Cost

At 30 March 2020 4,236 211 4,700 4 – 9,151

Additions 2 206 1,660 – – 1,868

Disposals (4,204) (97) (316) – – (4,617)

At 4 April 2021 34 320 6,044 4 – 6,402

Additions 34 167 2,514 25 425 3,165

Disposals (56) – (96) – – (152)

At 3 April 2022 12 487 8,462 29 425 9,415

Accumulated depreciation

At 30 March 2020 328 38 2,002 3 – 2,371

Charge for the period 35 15 622 1 – 673

Impairment – – 209 – – 209

Disposals (354) (21) (107) – – (482)

At 4 April 2021 9 32 2,726 4 – 2,771

Charge for the period 3 31 818 8 – 860

Disposals (9) – (3) (5) – (17)

At 5 April 2022 3 63 3,541 7 – 3,614

Net book value

At 29 March 2020 3,908 173 2,698 1 – 6,780

At 4 April 2021 25 288 3,318 – – 3,631

At 3 April 2022 9 424 4,921 22 425 5,801

Impairment tests have been carried out where appropriate and no impairment charge has been recognised as a result in the

52 weeks to 3 April 2022. In the year ended 4 April 2021, an impairment loss of £209k was recognised in the Consolidated

Statement of Income within operating expenses which related to a Group wide review of fixtures and fittings, where certain

assets were identified not to be in working order or in use in retail stores. The impairment was recognised within the Retail

reporting segment.

Depreciation was recognised in the Consolidated Statement of Income within operating expenses throughout the period.

16. Leased assets

The Group leases a number of assets, with all lease payments fixed over the lease term. Where there are leasehold

properties which hold a variable element to lease payments made these are not fixed and not capitalised as part of the right

of use asset. All expected future non-variable cash out flows are reflected within the measurement of the lease liabilities at

each period end.



As at 3 April

2022

As at 4 April

2021

Number of active leases 71 53

The Group’s leases include leasehold properties for commercial and head office use, motor vehicles and plant equipment.

The leases range in length from two to twenty years and vary on length depending on lease type. Leasehold properties hold

the longest-term length of up to 20 years, plant and equipment up to 5 years, and motor vehicles of up to 4 years.

Extension, termination, and break options

The Group occasionally negotiates extension, termination, or break clauses in its leases. In determining the lease term,

management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not

exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the

lease is reasonably certain to be extended (or not terminated).

Notes to the Consolidated Financial Statements

For the 52 weeks to 3 April 2022

ProCook Group plc Annual Report and Accounts 2022

136

16. Leased assets continued

On a case-by-case basis, the Group will consider whether the absence of a break clause would expose the Group to

excessive risk. Typically, factors considered in deciding to negotiate a break clause include:

• The length of the lease term;

• The economic stability of the environment in which the property is located; and

• Whether the location represents a new area of operations for the Group.

Incremental borrowing rate

The Group has adopted a rate with a range of 2–4% as its incremental borrowing rate, being the rate that the individual lessee

would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar

economic environment with similar terms, security, and conditions. This rate is used to reflect the risk premium over the

borrowing cost measured by reference to the Group’s financing facilities.

Short-term or low value lease expense

No short-term or low value leases existed during the financial period.

Right-of-use assets included in the Consolidated Statement of Financial Position were as follows:

£’000

Leasehold

Property

Motor

Vehicles

Plant and

Equipment Total

Cost

At 30 March 2020 10,239 78 29 10,346

Additions 8,511 117 – 8,628

Re-measurement 2,491 – – 2,491

Disposals (804) (16) – (820)

At 4 April 2021 20,437 179 29 20,645

Additions 7,843 57 39 7,939

Re-measurement 241 – – 241

Disposals (2,296) – – (2,296)

At 3 April 2022 26,225 236 68 26,529

Accumulated amortisation

At 30 March 2020 214 – – 214

Charge for the period 2,667 35 13 2,715

Disposals (102) (16) – (118)

At 4 April 2021 2,779 19 13 2,811

Charge for the period 2,974 68 14 3,056

Disposals (323) – – (323)

At 3 April 2022 5,430 87 27 5,544

Net book value

At 29 March 2020 10,025 78 29 10,132

At 4 April 2021 17,658 160 16 17,834

At 3 April 2022 20,795 149 41 20,985

ProCook Group plc Annual Report and Accounts 2022

137

Financial Statements

16. Leased assets continued

Lease liabilities included in the Consolidated Statement of Financial Position were as follows:

£’000

Leasehold

Property

Motor

Vehicles

Plant and

Equipment Total

At 30 March 2020 9,978 78 29 10,085

Additions 9,385 117 – 9,502

Re-measurement

2,491 – – 2,491

Interest expense 354 3 1 358

Lease payments (2,381) (43) (15) (2,439)

Disposals (546) – – (546)

At 4 April 2021 19,281 155 15 19,451

Additions 7,615 57 39 7,711

Re-measurement

241 – – 241

Interest expense 462 4 1 467

Lease payments (3,286) (75) (16) (3,377)

Disposals (2,044) – – (2,044)

At 3 April 2022 22,269 141 39 22,449

1 Re-measurements have arisen where store lease rental terms and lease expiry dates have been renegotiated.

Reconciliation of minimum lease payments and present value:

£’000

As at 3 April

2022

As at 4 April

2021

Within 1 year 3,325 3,209

More than 1 year and less than 5 years 11,448 9,995

After 5 years 10,300 8,552

Total including interest cash flows 25,073 21,756

Less: interest cash flows (2,624) (2,305)

Total principal cash flows 22,449 19,451

Reconciliation of current and non-current lease liabilities:

£’000

As at 3 April

2022

As at 4 April

2021

Current 2,844 2,781

Non-current 19,605 16,670

Total 22,449 19,451

17. Inventories

£’000

As at 3 April

2022

As at 4 April

2021

Finished goods and goods for resale 16,759 10,088

The cost of Group inventories recognised as an expense in the period to 3 April 2022 amounted to £23.4m

(4April2021:£15.9m). This is included in cost of sales.

Within inventory the Group has recognised a provision relating to damaged stock of £157k as at 3 April 2022 (2021: £nil).

Notes to the Consolidated Financial Statements

For the 52 weeks to 3 April 2022

ProCook Group plc Annual Report and Accounts 2022

138

18. Trade and other receivables

£’000

As at 3 April

2022

As at 4 April

2021

Trade receivables 87 1

Other receivables 748 516

Derivative financial instruments 148 –

Prepayments 992 938

Total 1,975 1,455

All trade receivables are due within one year from the end of the reporting period. No impairment was incurred on trade

receivables during the period and the expected credit loss provision held at period end is nil (2021: nil). No material amounts

are overdue (2021: nil).

Included in other receivables at the period end is supplier deposits of £290k (4 April 2021: £381k).

19. Cash and cash equivalents

£’000

As at 3 April

2022

As at 4 April

2021

Cash at bank available on demand 3,058 5,028

Cash in transit 724 851

Total 3,782 5,879

20. Trade and other payables

£’000

As at 3 April

2022

As at 4 April

2021

Amounts falling due within one year

Trade payables 3,280 2,472

Other payables 154 275

Accruals 2,294 1,896

Deferred income 95 182

Derivative financial instruments – 949

Other taxation and social security 2,455 447

8,278 6,221

Amounts falling due after one year:

Accruals 816 –

Total 9,094 6,221

The Directors consider that the carrying value of trade and other payables approximates to their fair value. Trade payables are

non-interest bearing and are typically settled monthly. The accruals falling due after one year relate solely to the Employer

National Insurance contributions payable on Share Schemes entered into during the year.

Included in other payables was £19k at the period ended 3 April 2022 (4 April 2021: £96k) owing to a Director. The balances

were non-interest bearing.

21. Provisions

£’000

As at 3 April

2022

As at 4 April

2021

Amounts falling due within one year

Warranties 133 160

Dilapidations 40 –

173 160

Amounts falling due after one year:

Warranties 7 –

Dilapidations 437 398

Total 617 558

ProCook Group plc Annual Report and Accounts 2022

139

Financial Statements

21. Provisions continued

Provisions for warranties are largely short term in nature given the Group’s experience of the timing of such claims being

largely made within the first year of purchase. The estimated costs to service these claims have minimal uncertainty as they

are based on the cost of the Group’s products.

Provisions for dilapidations are based on the Group’s past experience and cost of existing leasehold property sites. The

provision is longer term in nature due to the length of the respective leases relating to each site.

£’000 Dilapidations Warranties Total

At 4 April 2021 398 160 558

Additions during the year 78 212 290

Unwinding of discount rate 10 – 10

Utilised during the year (10) (231) (241)

At 3 April 2022 476 141 617

22. Borrowings

£’000

As at 3 April

2022

As at 4 April

2021

Current

Bank loans 5,540 2,803

Total borrowings 5,540 2,803

Bank loans comprise solely of a trade finance facility which was originally committed until September 2023, until the

refinancing took place after the financial year end, as set out in note 31, at which point it became an uncommitted facility. As

at 3 April 2022, the trade finance facility limit was £6.0m. The following amounts had been drawn down and were outstanding

at 3 April 2022: £5.5m (4 April 2021: £2.8m).

The Group also had a debenture in place during the year which related to a fixed charge over all present freehold and

leasehold property.

23. Derivatives

The Group’s local currency is Pounds Sterling but due to international purchases in foreign currencies, the Group seeks to

reduce the foreign exchange risk by entering into forward contracts and other derivatives. At 3 April 2022, the outstanding

contracts all mature within 15 months of the period end, with committed purchases of $33.6m.

The contracts are measured at their fair value, which is determined using valuation techniques that utilise observable inputs.

The key inputs used in valuing the derivatives are the forward exchange rates. The fair value movement of the foreign

currency contracts are detailed in note 10 above.

There were no designated hedges in place during the current or proceeding financial year.

24. Changes in liabilities arising from financing activities

£’000

At 5 April

2021 Repayments Interest

New

borrowings and

remeasurements

At 3 April

2022

Short-term borrowings 2,803 (25,739) 156 28,320 5,540

Lease liabilities 19,451 (3,377) 467 5,908 22,449

Total liabilities from financing activities 22,254 (29,116) 623 34,228 27,989

£’000

At 30 March

2020 Repayments Interest

New

borrowings and

remeasurements

At 4 April

2021

Short-term borrowings 6,596 (18,745) 98 14,854 2,803

Lease liabilities 10,085 (2,439) 358 11,447 19,451

Total liabilities from financing activities 16,681 (21,184) 456 26,301 22,254

Notes to the Consolidated Financial Statements

For the 52 weeks to 3 April 2022

ProCook Group plc Annual Report and Accounts 2022

140

25. Financial Risk Management

Financial risk management

The Group is exposed through its operation to the following financial risks: credit risk, interest rate risk, foreign exchange

risk and liquidity risk. Risk management is carried out by the directors of the Group. The Group uses financial instruments to

provide flexibility regarding its working capital requirements and to enable it to manage specific financial risks to which it is

exposed.

The Group finances its operations through a mixture of debt finance, cash and liquid resources and various items such as

trade debtors and trade payables which arise directly from the Business’s operations.

For further information on the Group’s Capital allocation and dividend policy, please see page 27.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its

contractual obligations. To minimise the risk, the Group endeavours only to deal with companies which are demonstrably

creditworthy and this, together with the aggregate financial exposure, is continuously monitored. The maximum exposure

to credit risk is the carrying value of its financial receivables, trade and other receivables and cash and cash equivalents as

disclosed in the notes to the financial information.

The receivables’ age analysis is evaluated on a regular basis for potential doubtful debts, considering historic, current and

forward-looking information. No impairments to trade receivables have been made to date. Further disclosures regarding

trade and other receivables are provided within the notes to financial statements.

Credit risk also arises on cash and cash equivalents and deposits with banks and financial institutions. For banks and financial

institutions, only independently rated parties with minimum rating “B+” are accepted.

Currently, all financial institutions whereby the Group holds significant levels of cash are rated from AA- to A+.

Interest rate risk

As at 3 April 2022 the Group’s only current borrowings are the trade finance facility at a floating interest rate linked to the

Bank of England base rate. This is variable on the amount drawn down and there is no fixed settlement date, therefore the

interest rate risk exposure for the Group is minimal. The Group’s policy aims to manage the interest cost of the Group within

the constraints of its financial borrowings.

Foreign exchange risk

Foreign exchange risk arises when the Group enter transactions in a currency other than their functional currency. The Group’s

policy is, where possible, to settle liabilities denominated in a currency other than its functional currency with cash already

denominated in that currency.

The Group will make purchases of large inventory orders from overseas, and the Group will use additional means to cover

its exposure to the foreign exchange movement. The Group will use various financial derivatives such as forward exchange

contracts, to mitigate any predicted movement in foreign currency to restrict losses and to ascertain control of expected cash

out flows. All the Group’s foreign exchange contracts are designated to settle the corresponding liability.

Liquidity risk

The Group seeks to maintain sufficient cash balances. Management reviews cash flow forecasts on a regular basis to

determine whether the Group has sufficient cash reserves to meet future working capital requirements and to take

advantage of business opportunities.

Financial assets

Financial assets measured at amortised cost comprise trade receivables, other receivables, and cash.

£’000

As at 3 April

2022

As at 4 April

2021

Trade receivables 87 1

Other receivables 748 516

Cash at bank and on hand 3,782 5,879

Total 4,617 6,396

ProCook Group plc Annual Report and Accounts 2022

141

Financial Statements

25. Financial Risk Management continued

Financial assets measured at fair value include derivative financial assets:

£’000

As at 3 April

2022

As at 4 April

2021

Derivatives 148 –

Total 148 –

In the period ended 3 April 2022, derivatives are included within the balance sheet under trade and other receivables and are

recognised under level 2 of the fair value hierarchy.

Financial liabilities

Financial liabilities measured at amortised cost comprise trade and other payables, accruals, borrowings and lease liabilities:

£’000

As at 3 April

2022

As at 4 April

2021

Trade payables 3,280 2,472

Other payables 154 275

Accruals 3,110 1,896

Other taxation and social security 2,455 447

Deferred tax liabilities – 29

Corporation Tax payable – 387

Borrowings 5,540 2,803

Lease liabilities 22,449 19,451

Total 36,988 27,760

Financial liabilities measured at fair value include derivative financial liabilities, as follows:



As at 3 April

2022

As at 4 April

2021

Derivatives – 949

Total – 949

In the period ended 4 April 2021, derivatives are included within the balance sheet under trade and other payables and are

recognised under level 2 of the fair value hierarchy.

A maturity analysis of the Group’s financial liabilities is shown below. With the exception of lease liabilities (whose payment

schedule spans the term of the respective lease agreements) and National Insurance Contributions on share based

payments, the Groups’ other liabilities as at 3 April 2022 are all due within less than one year:

£’000

As at 3 April

2022

As at 4 April

2021

Due within one year:

Trade payables 3,280 2,472

Other payables 154 275

Accruals 2,294 1,896

Other taxation and social security 2,455 447

Corporation Tax payable – 387

Borrowings 5,540 2,803

Lease liabilities 2,844 2,781

Total 16,567 11,061

Notes to the Consolidated Financial Statements

For the 52 weeks to 3 April 2022

ProCook Group plc Annual Report and Accounts 2022

142

25. Financial Risk Management continued

£’000

As at 3 April

2022

As at 4 April

2021

Due after one year:

Derivatives – 949

Total – 949

£’000

As at 3 April

2022

As at 4 April

2021

Due after one year:

Accruals 816 –

Deferred tax liabilities – 29

Lease liabilities 19,605 16,670

Total 20,421 16,699

Further maturity of the Group’s lease liabilities is set out in note 16. All other liabilities which are due after one year are due to

be settled within five years.

The currency profile of the Group’s cash and cash equivalents is as follows:

£’000

As at 3 April

2022

As at 4 April

2021

Sterling 3,368 5,644

US Dollar 135 160

Euro 279 75

Total 3,782 5,879

Foreign denominated asset and liability balances held at the year-end are as follows:

£’000

As at 3 April

2022

As at 4 April

2021

Current assets

Cash and cash equivalents 414 235

Current liabilities

Trade and other payables 1,155 145

Borrowings 5,512 2,803

6,667 2,948

Substantially all of the trade and other payables positions and borrowings positions shown above are denominated in US Dollars.

Further information relating to the Group’s hedging of these assets and liabilities is set out in note 23. A $0.01 change in the

Sterling to USD exchange rate would result in a £51k increase/ decrease in the Consolidated Income Statement.

Capital disclosures

The capital structure of the business consists of cash and cash equivalents, debt and equity. Equity comprises share capital

and retained profit and is equal to the amount shown as “Equity” in the balance sheet. As at 3 April 2022, Debt comprised of

one HSBC Trade Finance facility loan, which is set out in further detail above and in the notes to the accounts.

The Group’s objectives when maintaining capital are to:

• Safeguard the Group’s ability as a going concern so that it can continue to pursue its growth plans.

• Provide a reasonable expectation of future returns to shareholders.

• Maintain adequate financial flexibility to preserve its ability to meet financial obligations, both current and long term.

The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and adjusts it in

the light of changes in economic conditions and the risk characteristics of underlying assets. In order to maintain or adjust the

capital structure, the Group may issue new shares or sell assets to reduce debt.

During the periods presented, the Group’s business strategy remained unchanged.

ProCook Group plc Annual Report and Accounts 2022

143

Financial Statements

26. Share capital and reserves



As at 3 April

2022

As at 4 April

2021

Allotted, called up and fully paid

10,000 Ordinary shares of 1p each – 100

108,956,624 Ordinary Shares of 1p each 1,089,566 –

Total 1,089,566 100

On 26 October 2021, ProCook Group Limited acquired the entire shareholding of ProCook Limited via a share-for-share

exchange, with the existing owners of ProCook Limited at that time becoming the owners of ProCook Group Limited. 100

ordinary shares of £1.00 each in ProCook Limited were exchanged by the owners for 10,000 ordinary shares of £0.01 each in

ProCook Group Limited.

A bonus issue and a capital reduction were undertaken in the parent company during the year following the acquisition of

ProCook Limited. This reduced the share capital of ProCook Group plc by £116.3m through the cancellation of 11,630,000,100

ordinary shares of £0.01 each leaving in issue 100,000,000 shares of £0.01 each.

During the year, an existing EMI scheme vested, resulting in 5,360,000 shares being issued for total consideration of £55k,

generating £1k of Share Premium. Total treasury shares held at the period ended 3 April 2022 were 3,596,064.

Only one class of shares have been issued which have full voting, dividend, and capital distribution rights.

Reserves

The following describes the nature and purpose of each reserve within equity:

Share premium account: Proceeds received in excess of the nominal value of shares issued, net of any transaction costs.

Share option reserve: Used to recognise the value of equity-settled share-based payments expenses. See note 27 for further

details on share-based payment plans.

Revaluation reserve: Originally created to recognise the change in carrying value of a fixed asset following a revaluation

assessment. The reserve was eliminated during the period ended 4 April 2021.

Retained earnings: All other accumulated net gains and losses and transactions with shareholders not recognised elsewhere.

27. Share based payments

The Group operates several equity-settled share-based compensation plans for employees. The vesting date for each

scheme is the last day of the contractual life of the scheme. The terms and conditions of the grants are detailed below

Date of grant Share Scheme No. of options

Exercise price

(pence)

Vest

conditions Vest date

12-Nov-21 Leadership IPO Award 3,173,876 0 No 12 November 2021

12-Nov-21 Employee IPO Award 1

1,198,688 44 Yes 12 November 2022

12-Nov-21 Employee IPO Award 2

1,198,688 29 Yes 12 November 2023

12-Nov-21 Employee IPO Award 3

1,198,688 15 Yes 12 November 2024

12-Nov-21 Executive IPO Award 1

172,413 0 Yes 12 November 2024

12-Nov-21 Executive IPO Award 2

689,655 145 Yes 12 November 2024

12-Nov-21 Leadership ESP Award FY22

706,896 0 Yes 12 November 2024

10-Jan-22 SAYE

435,255 112 Yes 12 November 2024

Total 8,774,159

1 There are no performance conditions attached to these schemes, except that the employee is required to be in employment with ProCook Group plc on the

vest date.

2 The performance conditions for this scheme are set out within the Annual Report on Remuneration on pages 92 to 97.

The weighted average remaining vest period is 25 months as at the 3 April 2022. The fair value of all share options granted

are calculated at the date of grant using a Black-Scholes option pricing model. Given the Group’s recent admission to the

London Stock Exchange at the date/ shortly before the date of grant of the above awards, volatility remains relatively

unknown. A reasonable level has therefore been applied by the Group, following a review of similar businesses’ historical

share price volatility.

Notes to the Consolidated Financial Statements

For the 52 weeks to 3 April 2022

ProCook Group plc Annual Report and Accounts 2022

144

27. Share based payments continued

Detail of inputs are shown below:

Leadership IPO Award 2022

Share price at date of grant 160 pence

Exercise Price 0 pence

Volatility 50%

Expected life 3 years

Risk Free rate 0.67%

Dividend yield 1.19

Fair value per option 156 pence

Employee IPO Award 1 2022

Share price at date of grant 160 pence

Exercise Price 44 pence

Volatility 50%

Expected life 1 year

Risk Free rate 0.67%

Dividend yield 1.19

Fair value per option 115 pence

Employee IPO Award 2 2022

Share price at date of grant 160 pence

Exercise Price 29 pence

Volatility 50%

Expected life 2 Years

Risk Free rate 0.61%

Dividend yield 1.19

Fair value per option 127 pence

Employee IPO Award 3 2022

Share price at date of grant 160 pence

Exercise Price 15 pence

Volatility 50%

Expected life 3 years

Risk Free rate 0.61%

Dividend yield 1.19

Fair value per option 140 pence

Executive IPO Award 1 2022

Share price at date of grant 160 pence

Exercise Price 0 pence

Volatility 50%

Expected life 1 year

Risk Free rate 0.67%

Dividend yield 1.19

Fair value per option 154 pence

ProCook Group plc Annual Report and Accounts 2022

145

Financial Statements

27. Share based payments continued

Detail of inputs are shown below:

Executive IPO Award 2 2022

Share price at date of grant 160 pence

Exercise Price 145 pence

Volatility 50%

Expected life 3 years

Risk Free rate 0.67%

Dividend yield 1.19

Fair value per option 56 pence

Leadership ESP Award FY22 2022

Share price at date of grant 160 pence

Exercise Price 0 pence

Volatility 50%

Expected life 3 years

Risk Free rate 0.67%

Dividend yield 1.19

Fair value per option 154 pence

SAYE 2022

Share price at date of grant 160 pence

Exercise Price 112 pence

Volatility 50%

Expected life 3 years

Risk Free rate 0.67%

Dividend yield 1.19

Fair value per option 70 pence

Details of the total number of share options granted, exercised, lapsed and outstanding at the end of each period as well as

the weighted average exercise prices in £ (“WAEP”) are as follows:



As at 3 April As at 4 April

2022 WAEP (£) 2021 WAEP (£)

Outstanding at beginning of period 858 141.50 536 101.73

Granted during the period 8,774,159 0.29 322 207.69

Forfeited/lapsed during the period (858) 141.50 – –

Exercised during the period – – – –

Outstanding at period end 8,774,159 0.29 858 141.50

Exercisable at end of period – – – –

A corresponding charge to the Consolidated Income Statement of £5.8m (2021: £nil) has been made in respect of these share

options in the period (excluding employer’s national insurance contributions of £0.9m). In total, £6.7m has been recognised as

a non-underlying cost and £0.1m as underlying.

28. Capital and financial commitments

As at 3 April 2022 the Group had entered into a financial commitment to a 15-year lease in respect of a new head office and

central warehouse property. The expected commencement of this lease is 1 October 2022, with an anticipated lease liability

of approximately £12m on the date of commencement.

Notes to the Consolidated Financial Statements

For the 52 weeks to 3 April 2022

ProCook Group plc Annual Report and Accounts 2022

146

29. Contingent liabilities

The Group had no contingent liabilities at the year-end date (2021: none).

30. Related Parties

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and

are not disclosed in this note.

Transactions with Quella Bicycle Limited, a related party by virtue of one of the Group’s Directors (Daniel O’Neill) holding a

financial interest, relate to the renting of warehouse space from ProCook Limited. During the year, Quella Bicycle Limited

were charged £16k for the warehouse rental (4 April 2021: £39k). Payments from Quella totalled £19k during the year (4 April

2021: £34k). The amount receivable at 3 April 2022 was £7k (4 April 2021: £9k).

Transactions with Life’s a Beach Limited, a related party by virtue of one of the Group’s Directors (Daniel O’Neill) being a

trustee, relate to charitable donations made on ProCook sales and other associated transactions. During the year, ProCook

sales generated £20k of donations payable to Life’s a Beach (4 April 2021: £49k). During the year, ProCook made payments to

Life’s a Beach of £62k (4 April 2021: £nil). The amount payable at 3 April 2022 was £7k (4 April 2021: £49k).

Included in other payables at the period ending 3 April 2022 was £19k (4 April 2021: £96k) owed to a director (Daniel O’Neill)

in respect of remaining dividends payable. The balance is non-interest bearing. Amounts paid by ProCook Group plc to the

director were £77k (4 April 2021: £nil).

Remuneration of the Board and key management personnel can be found on pages 92 to 97.

31. Subsequent events

On 20 April 2022, ProCook Group plc entered into a revolving credit facility agreement for £10.0m with an accordion

agreement for a further £5.0m at the Group’s request, subject to approval by the lender. The facility is subject to normal

commercial terms and conditions associated with such a facility. The term of the agreement is to April 2025, with two

one-year extension options available to the Group.

32. Transition to IFRS and other adjustments

These are the first consolidated financial statements prepared for ProCook Group plc and the first audited financial

statements prepared in accordance with IFRS for the newly formed Group. For all periods up to and including 4 April 2021, the

previous group headed by ProCook Limited prepared its statutory financial statements in accordance with UK GAAP under

FRS 102. As these consolidated financial statements apply merger accounting and present the comparative as a continuation

of the former ProCook Limited Group, these consolidated financial statements are prepared on the basis that the newly

formed Group’s date of transition to IFRS is 30 March 2020, being the beginning of the comparative period to 4 April 2021.

The effects of transition to IFRS on the Consolidated Statement of Financial Position at 4 April 2021 and 30 March 2020 and

the Consolidated Income Statements for the period ended 4 April 2021 are shown below. In preparing the consolidated

financial statements of the Group, the Group has applied IFRS for the first time from 30 March 2020. The group has elected

not to apply IFRS 3 retrospectively to business combinations that occurred prior to the IFRS transition date, as permitted

by IFRS 1. The principles and requirements for first time adoption of IFRS are set out in IFRS 1. Additional information on the

transition to IFRS 16 is detailed in the accounting policies and note 15.

Under IFRS the IFRS 16 standard became effective from 1 January 2019, with early adoption possible. The Group has applied

the modified retrospective approach with no other expedients used on transition. Adjustments to leases under IFRS 16, to

recognise leases previously recognised as operating leases as right-of-use assets.

Additionally, the Group has undertaken a comprehensive review of its historical reporting under FRS to consider the accuracy

and integrity of the historical financial statements. As a result, a number of prior year errors have been identified which

require restatement. The adjustments and restatements for transition to IFRS and correction of FRS prior year errors are set

out below. The impact on the opening balance sheet (30 March 2020) has been stated first, followed by the impact to the

balance sheet as at 4 April 2021; the impact on the 4 April 2021 balance sheet being the sum of the 2020 and 2021 impacts.

1. IFRS Transition:

i. Right of use assets of £9,912k were recognised in the period ended 30 March 2020. An increase of £7,664k was

recognised in the period ended 4 April 2021.

ii. Lease liabilities of £10,085k were recognised in the period ended 30 March 2020. An increase of £9,366k was

recognised in the period ended 4 April 2021.

iii. Trade and other payables decreased by £(420k) in the period ended 30 March 2020. A decrease of £(434k) was

recognised in the period ended 4 April 2021.

ProCook Group plc Annual Report and Accounts 2022

147

Financial Statements

32. Transition to IFRS and other adjustments continued

iv. Non-current other payables decreased by £(296k) in the period ended 30 March 2020. An increase of £133k was

recognised in the period ended 4 April 2021.

v. Trade and other receivables decreased by £(182k) in the period ended 30 March 2020. A decrease of £(251k) was

recognised in the period ended 4 April 2021.

vi. PPE decreased by of £(386k) in the period ended 30 March 2020. An increase of £116k was recognised in the period

ended 4 April 2021.

vii. Decrease deferred tax by £(69k) in the period ended 30 March 2020. A decrease of £(303k) was recognised in the

period ended 4 April 2021.

viii. Increased operating expenses by £1,206k in the period ended 4 April 2021.

ix. Increased finance expenses by £327k in the period ended 4 April 2021.

x. Decreased the tax expense by £(303k) in the period ended 4 April 2021.

xi. Retained earnings increased by £44k in the period ended 30 March 2020. Retained earnings decreased by £(1,233k) in

the period ended 4 April 2021.

2. FRS 102 restatement - correction of prior year errors:

2.1 Historically the Group did not defer revenue for the impact of timing differences between completion of order and

actual delivery of the order to a customer, which was a requirement under FRS 102. The adjustments to reflect this are:

i. Deferred income increased by £133k in the period ended 30 March 2020. Deferred income increased by £49k in the

period 4 April 2021.

ii. Inventory increased by £38k in the period ended 30 March 2020. Inventory increased by £15k in the period 4

April 2021.

iii. Tax expense reduced by £(7k) in the period ended 4 April 2021.

iv. Reduced cost of sales by £15k in the period 4 April 2021.

v. Revenue decreased by £(49k) in the period 4 April 2021.

vi. Retained earnings reduced by £(77k) in the period ended 30 March 2020. Retained earnings decreased by £(25k) in

the period ended 4 April 2021.

2.2 Upon adoption of IFRS 15 for the first time, the Group considered the customer’s right to return products for refunds

as this is not explicitly set out under UK GAAP. The adjustment to previous periods for the right to return is made

consistently. The adjustments to reflect this are:

i. Trade and other payables increased by £21k in the period ended 30 March 2020. Trade and other payables

increased by £23k in the period to 4 April 2021.

ii. Inventory increased by £7k in the period ended 30 March 2020. Inventory increased by £8k in the period 4

April 2021.

iii. Reduce revenue by £(23k) in the period 4 April 2021.

iv. Reduce cost of sales by £(8k) in the period 4 April 2021.

v. Retained earnings reduced by £(14k) in the period ended 30 March 2020. Retained earnings reduced by £(15k) in

the period ended 4 April 2021.

2.3 FRS 102 requires the recognition of software within intangible assets, having previously been recognised under PPE

due to their historical low value. The adjustments to reflect this are:

vi. Reduce Property, plant and equipment by £67k in the period ended 4 April 2021.

vii. Increase Intangible assets by £67k in the period ended 4 April 2021.

viii. Retained earnings were not affected by this adjustment.

Notes to the Consolidated Financial Statements

For the 52 weeks to 3 April 2022

ProCook Group plc Annual Report and Accounts 2022

148

32. Transition to IFRS and other adjustments continued

2.4 Under IAS 8 a restatement of prior periods is required to appropriately recognise provisions for dilapidations in the prior

period where they were previously omitted. The adjustments to reflect this are:

i. Provisions of £303k were recognised in the period ended 30 March 2020. An increase of £95k, from £303k to £398k

was recognised in the period ended 4 April 2021.

ii. ROU asset of £220k was recognised in the period ended 30 March 2020. An increase of £38k in ROU asset was

recognised in the period ended 4 April 2021.

iii. Increased operating expenses by £49k in the period ended 4 April 2021.

iv. Increased finance expenses by £8k in the period ended 4 April 2021.

v. Retained earnings reduced by £(83k) in the period ended 30 March 2020. Retained earnings reduced by £(57k) in

the period ended 4 April 2021.

2.5 A further restatement in respect of inventory is required as the Group did not historically include directly attributable

transport and labour costs in relation to bringing inventory into its present location. Such labour and transport costs

were also previously recognised within operating expenses – this adjustment correctly allocates them to cost of sales.

The adjustments to reflect this are:

i. Inventory increased by £91k in the period ended 30 March 2020. Inventory increased by £37k in the period ended 4

April 2021.

ii. Increase cost of sales by £799k in the period ended 4 April 2021.

iii. A corresponding decrease in operating expenses of £(799k) in the period ended 4 April 2021.

iv. Decrease in cost of sales by £(37k) in the period ended 4 April 2021.

v. Retained earnings increased by £91k in the period ended 30 March 2020. Retained earnings increased by £37k in

the period ended 4 April 2021.

2.6 A reclassification was required to recognise the warranty provision as current as opposed to non-current. The

adjustments to reflect this are:

i. Increase current provisions by £160k in the period ended 30 March 2020. Increase current provisions by £160k in

the period ended 4 April 2021.

ii. Decrease non-current provisions by £(160k) in the period ended 30 March 2020. Decrease non-current provisions

by £(160k) in the period ended 4 April 2021.

2.7 During the period ended 4 April 2021, the group did not appropriately recognise an accrual relating to employee

holiday entitlement for employees on furlough. The adjustments to reflect this are:

i. Increase accruals by £136k in the period ended 4 April 2021.

ii. Increase operating expenses by £136k in the period ended 4 April 2021.

iii. Reduce tax expense and corporation tax payable by £(26k) in the period ended 4 April 2021.

iv. Retained earnings reduced by £(110k) in the period ended 4 April 2021.

The transition to IFRS and correction of prior year errors has impacted the presentation of items within the consolidated cash

flow statement. The implementation of IFRS 16 has resulted in £2,081k of payments being recognised within cash flows from

financing activities, which were previously presented under cash flows from operating activities, during the period ended

4 April 2021.

ProCook Group plc Annual Report and Accounts 2022

149

Financial Statements

£’000s UK GAAP

IFRS

Transition 1

FRS 102

Restatement 2 IFRS

Assets

Non-current assets

Intangible assets – – – –

Property, plant, and equipment 7,166 (386) – 6,780

Right-of-use assets - 9,912 220 10,132

Total non-current assets 7,166 9,526 220 16,912

Current assets

Inventories 5,266 – 136 5,402

Trade and other receivables 782 (182) – 600

Cash and cash equivalents 2,956 – – 2,956

Total current assets 9,004 (182) 136 8,958

Total assets 16,170 9,344 356 25,870

Liabilities

Current liabilities

Trade and other payables 3,917 (420) 154 3,651

Lease liabilities – 1,751 – 1,751

Other Provisions – – 160 160

Borrowings 4,239 – – 4,239

Current tax liability 294 – – 294

Total current liabilities 8,450 1,331 314 10,095

Non-current liabilities

Trade and other payables 296 (296) – –

Lease liabilities – 8,334 – 8,334

Other provisions 160 143 303

Borrowings 2,357 – – 2,357

Deferred tax liability 337 (69) (18) 250

Total non-current liabilities 3,150 7,969 125 11,244

Total liabilities 11,600 9,300 439 21,339

Net assets 4,570 44 (83) 4,531

Equity and reserves attributable to Shareholders of ProCook Group plc

Share capital – – – –

Revaluation reserve 472 – – 472

Retained earnings 4,098 44 (83) 4,059

Total equity and reserves 4,570 44 (83) 4,531

32. Transition to IFRS and other adjustments continued

Consolidated Statement of Financial Position as at 30 March 2020

Notes to the Consolidated Financial Statements

For the 52 weeks to 3 April 2022

ProCook Group plc Annual Report and Accounts 2022

150

£’000s UK GAAP

IFRS

Transition 1

FRS 102

Restatement 2 IFRS

Revenue 53,465 – (72) 53,393

Cost of sales (16,775) – (738) (17,513)

Gross profit 36,690 – (810) 35,880

Operating expensed (28,469) (1,176) 613 (29,032)

Other income 2,848 – – 2,848

Operating profit 11,069 (1,176) (197) 9,696

Finance expenses (89) (360) (8) (457)

Other gains/(losses) (949) – – (949)

Profit before tax 10,031 (1,536) (205) 8,290

Tax expense (2,202) 303 33 (1,866)

Profit for the period 7,829 (1,233) (172) 6,424

Total other comprehensive income 7,829 (1,233) (172) 6,424

32. Transition to IFRS and other adjustments continued

Consolidated Income Statement for the period ended 4 April 2021

ProCook Group plc Annual Report and Accounts 2022

151

Financial Statements

£’000 UK GAAP B/fwd Adj

IFRS

Transition 1

FRS 102

Restatement 2 IFRS

Assets

Non-current assets

Intangible assets – – – 67 67

Property, plant, and equipment 3,968 (386) 116 (67) 3,631

Right-of-use assets – 10,132 7,664 38 17,834

Total non-current assets 3,968 9,746 7,780 38 21,532

Current assets

Inventories 9,892 136 – 60 10,088

Trade and other receivables 1,888 (182) (251) – 1,455

Cash and cash equivalents 5,879 – – – 5,879

Total current assets 17,659 (46) (251) 60 17,422

Total assets 21,627 9,700 7,529 98 38,954

Liabilities

Current liabilities

Trade and other payables 6,713 (266) (434) 208 6,221

Lease liabilities – 1,751 1,030 – 2,781

Provisions – 160 – – 160

Borrowings 2,803 – – – 2,803

Current tax liability 413 – – (26) 387

Total current liabilities 9,929 1,645 596 182 12,352

Non-current liabilities

Trade and other payables 163 (296) 133 – –

Lease liabilities – 8,334 8,336 – 16,670

Provisions 160 143 – 95 398

Deferred tax liability 426 (87) (303) (7) 29

Total non-current liabilities 749 8,094 8,166 88 17,097

Total liabilities 10,678 9,739 8,762 270 29,449

Net assets 10,949 (39) (1,233) (172) 9,505

Equity and reserves attributable to Shareholders of

ProCook Group plc

Share capital – – – – –

Retained earnings 10,949 (39) (1,233) (172) 9,505

Total equity and reserves 10,949 (39) (1,233) (172) 9,505

32. Transition to IFRS and other adjustments continued

Consolidated Statement of Financial Position as at 4 April 2021

Notes to the Consolidated Financial Statements

For the 52 weeks to 3 April 2022

ProCook Group plc Annual Report and Accounts 2022

152

£’000s Note

As at 3 April

2022

Assets

Non-current assets

Investment in subsidiary 4 117,300

Deferred tax asset 1,559

Total non-current assets 118,859

Current assets

Trade and other receivables 5 111

Deferred tax asset 80

Total current assets 191

Total assets 119,050

Liabilities

Current liabilities

Trade and other payables 6 1,370

Current tax liability 76

Total current liabilities 1,446

Non-current liabilities

Trade and other payables 6 816

Total non-current liabilities 816

Total liabilities 2,262

Net assets 116,788

Equity and reserves attributable to Shareholders of ProCook Group plc

Share capital 7 1,090

Share Premium 7 1

Share Option Reserve 8 5,801

Retained earnings 7 109,896

Total equity and reserves 116,788

The Company made a loss after tax of £(5.5)m in the 23 week period to 3 April 2022.

The financial statements for ProCook Group Plc (Company Registration No. 13679248 (England and Wales)) on pages

153 to 161 were approved by the Board of Directors on 4 August 2022 and signed on its behalf by:

Dan Walden

Chief Financial Officer

4 August 2022

Parent Company Statement

of Financial Position

as at 3 April 2022

ProCook Group plc Annual Report and Accounts 2022

153

Financial Statements

£’000 Share capital

Merger relief

reserve

premium

Share option

reserve

Retained

earnings Total equity

On incorporation, 14 October 2021 – – – – – –

On acquisition of ProCook Limited – 117,300 – – – 117,300

Bonus issue 117,300 (117,300) – – – –

Capital reduction (116,300) – – – 116,300 –

Share options exercised 54 – 1 – – 55

Issue of shares 36 – – (36) – –

Share based payment awards – – – 5,837 – 5,837

Total comprehensive loss for the period – – – – (5,504) (5,504)

Dividends paid – – – – (900) (900)

As at 3 April 2022 1,090 – 1 5,801 109,896 116,788

Parent Company Statement of

Changes in Equity

as at 3 April 2022

ProCook Group plc Annual Report and Accounts 2022

154

General Information

ProCook Group plc (the Company) is a public limited company incorporated and domiciled in England and Wales under the

Companies Act 2006 (Registration number: 13679248). The registered office is ProCook, Davy Way, Waterwells, Gloucester,

GL2 2BY.

The principal activity of the Company is that of a holding company. The principal activities of its subsidiaries are set out in

Note 4 to the financial statements.

Group Reorganisation

On 26 October 2021, ProCook Group Limited acquired the entire shareholding of ProCook Limited via a share-for-share

exchange, with the existing owners of ProCook Limited at that time becoming the owners of ProCook Group Limited. 100

ordinary shares of £1.00 each in ProCook Limited were exchanged by the owners for 10,000 ordinary shares of £0.01 each in

ProCook Group Limited.

On acquisition of ProCook Limited, £117.3m was recognised in the Merger Relief Reserve reflecting the investment in

subsidiary which arose via the share for share exchange. A bonus issue of 11,729,990,100 ordinary shares of £0.01 each

increased Share Capital by £117.3m with a corresponding reduction in the Merger Relief Reserve balance.

Immediately following the bonus issue, a capital reduction was undertaken. This reduced the share capital of ProCook Group

plc by £116.3m through the cancellation of 11,630,000,100 ordinary shares of £0.01 each leaving in issue 100,000,000 shares

of £0.01 each.

On the 10 November 2021, the entire issued share capital of the Company was admitted for provisional trading on to the

premium listing segment of the Official List of the London Stock Exchange’s Main Market for listed securities, becoming

ProCook Group plc, with full admission taking place on the 12 November 2021.

These financial statements of ProCook Group plc are for the period of incorporation, 14 October 2021, to the 3 April 2022 and

are the first set of financial statements for the Company.

No fair value differences have been identified, and no goodwill recognised.

Basis of preparation

The financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and FRS

102 “The financial reporting standard applicable in the UK and Republic of Ireland” (“FRS 102”). In accordance with the

exemption allowed by Section 408(3) of the Companies Act 2006, the Company has not presented its own income statement

or statement of comprehensive income. The financial statements are presented in Pounds Sterling, generally rounded to the

nearest thousand. They are prepared on the historical cost basis, unless otherwise stated.

The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company has

adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going

concern basis of accounting in preparing the financial statements.

The principal accounting policies adopted in the preparation of the financial information are set out below. These policies

have been consistently applied to all periods presented, unless otherwise stated.

The Group has taken the following permissible disclosure exemptions under FRS 102:

• Exemption from presenting a Statement of Cash Flow and related notes

• Partial exemption from share-based payment disclosures

• Exemption from disclosing related party transactions entered into between wholly owned subsidiaries

Going concern

In their consideration of going concern of ProCook Group plc, the Directors have reviewed the Group’s future cash forecasts

and profit projections. In line with the conclusions drawn on the Group, the Directors are of the opinion that the Group’s

forecasts and projections, which consider a range of downside scenarios, show that the Group is able to operate within its

current facilities and comply with its banking covenants for the foreseeable future. The Directors are satisfied that there are

sufficient resources to continue in business for at least 12 months from the date of signing these financial statements.

The Directors believe that the Group and Company are well placed to manage its business risks successfully. Having

reassessed the principal risks, the Directors consider it appropriate to adopt the going concern basis of accounting in

preparing the financial information.

Parent Company Financial Statements

Accounting Policies

For the 52 weeks to 3 April 2022

ProCook Group plc Annual Report and Accounts 2022

155

Financial Statements

Parent Company Financial Statements

Accounting Policies

For the 52 weeks to 3 April 2022

Critical accounting estimates and judgements

The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually

evaluated based on historical experience and other factors, including expectations of future events that are believed to be

reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The

estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets

and liabilities within the next financial year are discussed below.

Estimate: Investment in Subsidiaries

Since the acquisition of ProCook Limited was obtained via a share for share exchange, the cost of the investment was not

immediately apparent. The cost of the acquisition was determined to be the fair value of ProCook Limited. Without external

market valuations, business valuations are inherently estimation and judgement based. The best available internal and market

data was used by management to determine the valuation, utilising a range of valuation methodologies, including discounted

cash flow, EBITDA multiples and Price/Earnings ratio. These were calculated based on the Group’s three-year plan, extended

outwards to five years with a terminal growth rate of 2%, at the date of acquisition reflecting future anticipated financial

performance and cash generation expectations. The valuation was estimated to be £117.3m. Subsequent to this, at each

reporting period, management will assess for any impairment triggers to ensure the valuation remains appropriate.

Judgement – Indicator of impairment (investment in subsidiaries)

The Group has considered indicators of impairment for the investment in subsidiaries which reflect the trading entities of the

Group. Notably the share price has declined substantially since IPO, an effect which was particularly evident after the Group

updated the markets on its trading performance and outlook on 10 June 2022. Given the recent share price fall, the Group

has judged there to be an indicator of impairment, and as such a review of the valuation of the investment in subsidiary has

been undertaken.

This review has considered the future anticipated financial performance and cash generation of the Group over a forecast

period based on the Group’s three year financial plan extended outwards to five years, and reflecting a terminal growth rate

of 2%. The forecast reflects revenue and cost growth assumptions reflecting the Group’s Retail and Ecommerce ambitions,

as well as expected capital investments and net working capital requirements. The assessment has considered a range of

common valuation methodologies focusing largely on a Discounted Cash Flow approach and sense-checked with EBITDA

multiple valuations. The carrying value of the investment is £117.3m and no impairment has been identified. The sensitivity

of the valuation estimates are such that a 10% reduction in projected revenue performance in each year of the assessment

period (66% reduction in projected revenue growth over five years) would result in a £3.2m reduction in the value of the

Investment in Subsidiaries held on the Statement of Financial Position. Further detail on investment in subsidiaries can be

found in note 4.

Expenses

Share based payments

The Company operates a number of share based compensation plans which are all equity settled, in exchange for services

received from employees. The fair value of these compensation plans is calculated at the grant date using the Black-Scholes

model. The resulting cost is expensed to the Income Statement over the vesting period. The value of the expense is adjusted

to reflect expected and actual levels of vesting, considering any performance conditions which may apply to individual plans.

Social security contributions payable in connection with the grant of the share options are considered an integral part of the

grant itself and the expense will be treated as a cash-settled transaction.

Employee benefits

The costs of short-term employee benefits are recognised as an expense in the Income Statement as incurred. The cost of

any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate

the employment of an employee or to provide termination benefits.

Pensions

The Company operates a defined contribution pension scheme using an external pensions partner. Contributions to the

scheme are expensed to the Income Statement in the period to which the contributions relate. The assets of the scheme

are held separately from those of the Company.

There have been no significant changes during the period relating to the current scheme, nor its membership and terms

and conditions.

ProCook Group plc Annual Report and Accounts 2022

156

Current and deferred taxation

Taxation, comprising current and deferred taxation, is recognised in the Income Statement, except where a charge

attributable to an item of income or expense recognised as other comprehensive income or to an item recognised directly

in equity is also recognised in other comprehensive income or directly in equity, respectively.

Current tax on profits or losses for the period, is calculated based on tax rates and laws that have been enacted or

substantively enacted by the reporting date in the UK where the Company operates and generates taxable income.

Deferred tax balances in the Statement of Financial Position are recognised in respect of all timing differences that have

originated but not reversed by the balance sheet date, except where:

• The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the

reversal of deferred tax liabilities or other future taxable profits; and

• Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations,

when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions

available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed

for tax. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the

reporting date.

Where applicable the Company makes claims for Research and Development (R&D) tax reliefs in accordance with the

Research and Development Expenditure Credit (RDEC) scheme. Qualifying projects are assessed to ensure the claims made

fit the criteria and definitions set out by the UK HM Revenue and Customs. R&D tax relief claims are recognised in the tax

expense line of the Income Statement.

Dividends

Ordinary dividends proposed by the Board of Directors are only recognised in the financial statements when they have been

approved by the shareholders, and the Company is obliged to make payment.

Investment in subsidiaries

Investment in subsidiaries are recognised at cost less accumulated impairments. During the year, the cost of the acquisition

of the ProCook Limited Group was recognised at the fair value of the shares issued in the share for share exchange, over

the nominal value of the shares, as required under Section 612 of the Companies Act 2006. At each reporting period an

impairment assessment is undertaken to ensure the valuation remains appropriate. All impairment losses will reduce

the carrying value of the investment and be charged to the Income statement during the year in which the impairment is

recognised.

Trade and other receivables

Trade and other receivables are initially measured at the transaction price less transaction costs and are subsequently carried

at amortised cost using the effective interest method.

The Company assesses impairment of trade receivables on a collective basis as they possess shared credit risk

characteristics based on grouping debt by days overdue. The Company also considers the potential for default or any

other failure to make payment to the Company. Trade and other receivables are only derecognised when the right to the

contractual cash flows from the asset expire or are settled.

Trade and other payables

Trade and other payables are initially recognised at the transaction price and are subsequently carried at amortised cost.

They are recognised as current liabilities if payment is due within 12 months. Otherwise, they are recognised as non-current.

Share Capital

Changes in the share capital structure are recognised within equity on the Statement of Financial Position, within any excess

over the nominal share price being recognised within Share premium. Where the Company purchases its own equity share

capital (treasury shares) the consideration paid, including any directly attributable incremental costs, is deducted from

the equity attributable to the Company’s equity holders until the shares are cancelled or reissued. Where such shares are

subsequently sold or reissued, any consideration received net of any directly attributable incremental transaction costs and

the related income tax effects, is included in equity attributable to the Company’s equity holders.

ProCook Group plc Annual Report and Accounts 2022

157

Financial Statements

1. Employee numbers and costs

The Company’s employees are the Chairman, three Non-Executive directors and three Executive directors (the Group

Board). Full details of the Directors’ remuneration and interests are set out in the Remuneration Report on pages 92 to 97.

Share-based payments details are given in note 8.

The Company operates a defined contribution retirement benefit scheme for all qualifying employees. The scheme is

administered and managed by a separate third-party specialist pension scheme provider. The total expense recognised in

the Income Statement for the period ended 3 April 2022 was £2k representing contributions payable to these plans by the

Company at rates specified in the rules of the plans.

2. Auditor’s Remuneration

£’000

23 weeks

ended

3 April 2022

Fee payable for the audit of the Company’s financial statements 8

Total audit remuneration 8

3. Dividends

£’000

Dividend per

share (pence)

23 weeks

ended

3 April 2022

Interim dividend for the period ended 03 April 2022 1.0 900

At the time of the interim dividend, 100,000,000 shares were in place.

The interim dividend of £1.0m was declared representing 1.0 pence per share with £900k paid, and £100k waived by certain

shareholders. The interim dividend was paid to the shareholders on the register at close of business on 8 November 2021.

The directors are proposing a final dividend of 0.9 pence per Ordinary share for the period ended 3 April 2022, which equates

to £1.0m subject to shareholder approval at the AGM. This will be paid on 30 September 2022 to shareholders on the register

at close of business on 2 September 2022.

Parent Company Notes to the

Financial Statements

For the 52 weeks to 3 April 2022

ProCook Group plc Annual Report and Accounts 2022

158

4. Investment in subsidiaries

During the year, ProCook Group plc entered into a share for share exchange with the owners of ProCook Limited, thereby

acquiring 100% of the shares of ProCook Limited. Management determined the valuation of ProCook Limited at the

acquisition date and have performed an impairment assessment at the reported date. No impairments were identified.

ProCook Group plc substantially owns directly or indirectly the whole of the issued and fully paid ordinary share capital of its

subsidiary undertakings. The subsidiary undertakings of ProCook Group plc are presented below:

Subsidiaries

Proportion of ordinary

shares held by ProCook

Group plc Principal activity

ProCook Limited 100% Retail of kitchenware

ProCook (Kitchens) Limited

100% Property holding company

ProCook (Steamer Trading) Limited

100% Property holding company

ProCook B.V. (Registered in The Netherlands)

100% Retail of kitchenware

1 Share capital held by subsidiary undertaking

2 ProCook B.V. has not begun trading during the financial year

ProCook Group plc, the Company, and its subsidiaries (excluding ProCook B.V) are incorporated and domiciled in the UK. The

registered office is ProCook, Davy Way, Waterwells, Gloucester, United Kingdom, GL2 2BY.

ProCook B.V., incorporated in the Netherlands, has a registered office at Veerpolder 1-B, 2361KV, Warmond, The Netherlands.

5. Trade receivables

£’000

As at 3 April

2022

Other receivables 104

Prepayments 7

Total 111

All trade receivables are due within one year from the end of the reporting period. No impairment was incurred on trade

receivables during the period. No material amounts are overdue.

6. Trade and other payables

£’000

As at 3 April

2022

Amounts falling due within one year:

Accruals 97

Amounts owed to group undertakings 1,273

Total 1,370

£’000

As at 3 April

2022

Amounts falling due after one year:

Accruals 816

Total 816

The Directors consider that the carrying value of trade and other payables approximates to their fair value. Trade payables are

non-interest bearing and are normally settled monthly.

ProCook Group plc Annual Report and Accounts 2022

159

Financial Statements

7. Share Capital and Reserves

As at 3 April

2022

Allotted, called up and fully paid

10,000 Ordinary shares of 1p each –

108,956,624 Ordinary Shares of 1p each 1,089,566

Total 1,089,566

On 26 October 2021, ProCook Group Limited acquired the entire shareholding of ProCook Limited via a share-for-share

exchange, with the existing owners of ProCook Limited at that time becoming the owners of ProCook Group Limited. 100

ordinary shares of £1.00 each in ProCook Limited were exchanged by the owners for 10,000 ordinary shares of £0.01 each in

ProCook Group Limited.

On acquisition of ProCook Limited, £117.3m was recognised in the Merger Relief Reserve reflecting the investment in

subsidiary which arose via the share for share exchange. A bonus issue of 11,729,990,100 ordinary shares of £0.01 each

increased Share Capital by £117.3m with a corresponding reduction in the Merger Relief Reserve balance.

Immediately following the bonus issue, a capital reduction was undertaken. This reduced the share capital of ProCook Group

plc by £116.3m through the cancellation of 11,630,000,100 ordinary shares of £0.01 each leaving in issue 100,000,000 shares

of £0.01 each.

During the year, an existing EMI scheme vested, resulting in 5,360,000 shares being issued for total consideration of £55k. A

further 3,596,624 shares were issued and allotted for total consideration of £36k to the employee benefit trust in respect of a

new share scheme which was implemented on IPO.

Only one class of shares have been issued which have full voting, dividend, and capital distribution rights.

Reserves

The following describes the nature and purpose of each reserve within equity:

Share premium account: Proceeds received in excess of the nominal value of shares issued, net of any transaction costs

Merger relief reserve: Originally created as part of the acquisition of ProCook Limited by ProCook Group plc. It represents

the difference between the fair value of ProCook Limited and the nominal value of the shares issued, hence reflecting the

application of merger relief from recording share premium. The reserve has subsequently been reduced following the bonus

issue, as detailed above.

Share option reserve: Used to recognise the value of equity-settled share-based payments expenses. See note 27 of the

Consolidated Financial Statements for further details on share-based payment plans.

Retained earnings: All other accumulated net gains and losses and transactions with shareholders not recognised elsewhere.

Parent Company Notes to the

Financial Statements

For the 52 weeks to 3 April 2022

ProCook Group plc Annual Report and Accounts 2022

160

8. Share based payments

The Company operates several equity-settled share based remuneration schemes for employees. The vesting sate for each

scheme is the last day of the contractual life of the scheme. The terms and conditions of the grants are detailed below:

Date of grant Share Scheme No. of options

Exercise price

(pence)

Vest

conditions Vest date

12-Nov-21 Leadership IPO Award 3,173,876 0 No 12 November 2021

12-Nov-21 Employee IPO Award 1

1,198,688 44 Yes 12 November 2022

12-Nov-21 Employee IPO Award 2

1,198,688 29 Yes 12 November 2023

12-Nov-21 Employee IPO Award 3

1,198,688 15 Yes 12 November 2024

12-Nov-21 Executive IPO Award 1

172,413 0 Yes 12 November 2024

12-Nov-21 Executive IPO Award 2

689,655 145 Yes 12 November 2024

12-Nov-21 Leadership ESP Award FY22

706,896 0 Yes 12 November 2024

10-Jan-22 SAYE

435,255 112 Yes 12 November 2024

Total 8,774,159

1 There are no performance conditions attached to these schemes, except that the employee is required to be in employment with ProCook Group plc on the

vest date.

2 The performance conditions for this scheme are set out within the Remuneration Committee Report on pages 92 to 97.

Fair Value Calculations

The fair value of all share options granted are calculated at the date of grant using a Black-Scholes option pricing model.

Further detail is provided on pages 144 to 146.

An expense of £5.8m has been recognised in the Income Statement during the period in respect of the share schemes in

place, as well as a corresponding entry to the Share option Reserve within Equity.

Details of the number of share options granted, exercised, lapsed and outstanding at the end of each period as well as the

weighted average exercise prices in £ (“WAEP”) are as follows.



As at 3 April As at 4 April

2022 WAEP (£) 2021 WAEP (£)

Outstanding at beginning of period 858 141.50 536 101.73

Granted during the period 8,774,159 0.29 322 207.69

Forfeited/lapsed during the period (858) 141.50 – –

Exercised during the period – – – –

Outstanding at period end 8,774,159 0.29 858 141.50

Exercisable at end of period – – – –

9. Contingent liabilities

The Group had no contingent liabilities at the year-end date.

10. Related Parties

During the year, ProCook Group plc entered into transactions of £1.3m in respect to operating expenses with ProCook Limited,

which resulted an amount payable of £1.3m to ProCook Limited as at 3 April 2022.

There were no other related party transactions during the year.

11. Subsequent events

On 20 April 2022 ProCook Group plc entered into a revolving credit facility agreement for £10.0m with an accordion

agreement for a further £5.0m at the Group’s request, subject to approval by the lender. The facility is subject to normal

commercial terms and conditions associated with such a facility. The term of the agreement is to April 2025, with two one-

year extension options available to the Group.

ProCook Group plc Annual Report and Accounts 2022

161

Financial Statements

Contacts and Advisors

ProCook Group plc (registered office)

Davy Way

Waterwells

Gloucester

GL2 2BY

Email: investor.relations@procook.co.uk

Tel: 0330 100 1010

Corporate broker and financial advisor

Peel Hunt LLP

100 Liverpool Street

London

EC2M 2AT

Registrar

Link Group

10th Floor

Central Square

29 Wellington Street

Leeds

LS1 4DL

Solicitor

Eversheds Sutherland (International) LLP

115 Colmore Row

Birmingham

B3 3AL

Independent Auditor

Mazars LLP

1 St Peter’s Square

Manchester

M2 3DE

Banking

HSBC UK Bank Plc

3 Temple Quay

Bristol

BS1 6DZ

Financial Public Relations

MHP Communications

60 Great Portland Street

London

W1W 7RT

ProCook Group plc Annual Report and Accounts 2022

162

ProCook Group plc Annual Report and Accounts 2022

ProCook Group plc

Davy Way

Waterwells

Gloucester

GL2 2BY

www.procookgroup.co.uk

ProCook Group plc Annual Report and Accounts 2022