25 June 2025

ProCook Group plc

Annual Results for the 52 weeks ended 30 March 2025

Strong trading performance, significantly outperforming the market, delivering improved profitability and cash position whilst continuing to invest for growth

Confident in proposition and ability to deliver on medium term strategy

ProCook Group plc ("ProCook" or "the Group"), the UK's leading direct-to-consumer specialist kitchenware brand, today reports its Annual Results for the 52 weeks ended 30 March 2025.

Financial highlights

-      Total revenue increased to £69.5m, +11.0% YoY, reflecting positive momentum in both Ecommerce and Retail channels. Total like for like revenue increased by +4.9% YoY

o  Retail revenue increased by +10.3% benefitting from like for like growth of +1.5%, with seven consecutive quarters of positive like for like growth achieved, and new store openings contributing a further +8.8% points

o  Ecommerce revenue increased by +12.3%, reflecting like for like growth of +10.3% driven by increased traffic and average spend year on year, and sales on Amazon UK contributing +2.0% points of growth

-      Outperformed the UK kitchenware market (excluding kitchen electricals)⁵ driven by volume growth, by +7%

-      Strong discipline of gross profit margins which improved by +10bps, absorbing heightened shipping costs as a result of the Middle East conflicts, and delivered an encouraging Q4 rate of 66.8% (Q4 FY24: 64.5%)

-      Underlying EBITDA increased by 31.3% YoY to £8.9m, with margin expansion achieved through strong cost discipline and improved marketing efficiency. Underlying operating profit increased to £3.2m (+51.1% YoY)

-      Underlying PBT of £1.5m (FY24: £1.0m) reflects investment in additional new stores opened in the year and a -£0.4m adverse impact YoY of recent FX volatility

-      Strong cash and working capital management delivered a net cash position of £1.0m at year end (FY24: net debt of £0.7m) despite investing for growth, including £4.1m of capital expenditure in the year, primarily in new stores. Available liquidity in cash and finance facilities was £17m at year end

Strategic highlights

Strong delivery of our plan to achieve 100 retail stores in the UK, £100m revenue, and 10% operating profit margin over the medium term:

1.     Accelerate profitable sales growth:

o  Opened twelve new stores in the year in leading retail destinations, ahead of our planned range of five to ten per year (closed three smaller garden centres), taking our store estate up to 66 at year end (FY24 year end: 57)

o  Launched third and fourth phases of new small kitchen electricals including coffee machines which are already performing ahead of our initial expectations

o  Improved seasonal and promotional campaigns at key trading periods (Autumn, Black Friday, Christmas and January Sale)

o  Grew L12M active customers to 1.13m, +7.9% YoY. Successfully attracted 737,000 new customers to shop with the brand in FY25, with encouraging progress made in social marketing channel

2.     Improve our operating efficiency:

o  Improved product availability in store for customers whilst implementing new transport partner to improve delivery efficiency

o  New technology solutions supporting a significant increase in marketing efficiency and improving Customer Experience

3.     Create an even better place to work:

o  Retained commitment to Real Living Wage, increasing hourly paid colleagues pay by over 40% since 2021

o  Continued focus on colleague engagement with annual survey result increasing to 77% (FY24: 66%)

o  Ranked in top 100 UK's Best Workplaces^TM (large category) and Great Place to Work® certified for 4th year running

4.     Being a force for good:

o  Increased total charitable fundraising activities by 75% YoY including our work with Life's a Beach and our charity of the year Foodcycle, and doubled our fully-paid Good Causes days for colleagues to volunteer for charities of their choice

o  Completed transition to 100% renewable energy across our own operations

o  B Corp impact report 2024 issued and re-certification underway

Current trading and outlook

We have had a good start to the new financial year with total revenue during the first quarter (12 weeks ended 22^nd June 2025) of FY26 increasing by 13.7% year on year, building on the momentum we have established. We delivered total like for like sales growth of 2.0%, marking the sixth consecutive quarter of growth, with Retail up 0.3% on a LFL basis (held back by lower footfall due to the warm weather) and Ecommerce LFL up 4.9% year on year.

During the quarter, we opened three new stores, and closed one, increasing the size of our retail estate to 68 stores and resulting in total Retail revenue growth of 16.9%. Including the impact of the Amazon channel relaunch, total Ecommerce revenue increased by 8.2%.

While we are mindful of the uncertain geopolitical backdrop, our momentum is underpinned by record active customers and customer acquisition, and we are confident we will continue to gain market share with our unique specialist proposition and that we will continue to realise the benefits of the strategic progress we have made in the last year.

In FY26 we expect to deliver continued revenue growth, primarily driven by progress in digital marketing and Ecommerce performance and the benefit of the annualisation and increasing maturity of new Retail stores opened last year, coupled with the planned opening of between five and ten net new stores in the current year. We anticipate a modest improvement in gross margins, and with our continued focus on cost discipline across our business, we expect to mitigate cost pressures including the recent NIC increases, allowing us to re-invest responsibly to accelerate future profitable growth.

Despite the continued macro-economic and geo-political challenges, our refreshed strategy and strengthened customer focus is beginning to deliver improved performance and we have both the opportunity and a clear plan to accelerate this further.

Lee Tappenden, CEO, commented:

"We have delivered a strong full year performance, achieving record sales and improving the Group's profitability and cash position, reflecting considerable progress with the execution of our clear strategy. Our successful store opening programme, electricals range expansion and improved promotional and seasonal offerings, combined with enhanced marketing and customer experience, have enabled us to build momentum through the year and significantly outperform the market.

"The Group has had a solid start to the new financial year with continued trading momentum to deliver the seventh quarter of consecutive revenue growth.

"Looking forward, whilst we are mindful of the uncertain geopolitical backdrop, our ongoing momentum is underpinned by record active customers and customer acquisition. We will continue to realise the benefits of the strategic progress we have made in the last year, including our store expansion programme and the improved brand awareness that brings. We have the opportunity to accelerate this further through continued progress in digital marketing and Ecommerce performance and further new store openings in the current year.

"We are, therefore, confident that our refreshed strategy and strengthened customer focus, together with our unique specialist proposition will deliver sustainable, profitable growth in line with our medium term ambitions for 100 stores, £100m revenue, and 10% margin."

For further information please contact:

Next scheduled event: 

ProCook expects to release its FY26 quarter two trading update in mid October 2025.

Notes to editors:

ProCook is the UK's leading direct-to-consumer specialist kitchenware brand. ProCook designs, develops, and retails a high-quality range of direct-sourced and own-brand kitchenware which provides customers with significant value for money.

The brand sells directly through its website, www.procook.co.uk, and through 68 own-brand retail stores, located across the UK.

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 600 colleagues, and operating from its Store Support Centre in Gloucester.

As a B Corp, a Real Living Wage employer and a certified Great Place to Work^TM, ProCook is committed to being a socially responsible and environmentally conscious business for the benefit of all stakeholders. 

ProCook has been listed on the London Stock Exchange since November 2021 (PROC.L).

Further information about the ProCook Group can be found at www.procookgroup.co.uk.

Quarterly revenue performance

Notes:

¹ Underlying operating profit, Underlying EBITDA and Underlying profit before tax is presented before non-underlying items of £0.3m in FY25, and £0.3m in FY24.

² FY24 EBITDA has been restated following a reassessment of Right Of Use asset depreciation addbacks

³ Number of active customers reflects those customers on our database who have purchased in the last 12 months.

⁴ 12 month repeat rate reflects the % of customers first acquired in a previous financial year which have made at least one subsequent purchase in the following financial year.

⁵ UK Kitchenware market (excluding kitchen electricals) growth calculated using weekly GfK data and management estimates.

⁶ FY26 LFL (Like For Like) revenue reflects:

-       Ecommerce LFL - ProCook direct website channel only.

-       Retail LFL - Continuing Retail stores which were trading for at least one full financial year prior to 30 March 2025, inclusive of any stores which may have moved location or increased/ decreased footprint within a given retail centre.

⁷ FY25 LFL (Like For Like) revenue reflects:

-       Ecommerce LFL - ProCook direct website channel only.

-       Retail LFL - Continuing Retail stores which were trading for at least one full financial year prior to 31 March 2024, inclusive of any stores which may have moved location or increased/ decreased footprint within a given retail centre.

-       The LFL revenue growth % by quarter for Q1, Q2 and Q3 FY25 has been adjusted to exclude the closures of two garden centre stores which were closed during Q3 FY25 and one garden centre store which closed during Q4 FY25 and were previously included within LFL revenue.

⁸ FY24 LFL (Like For Like) revenue reflects:

-       Ecommerce LFL - ProCook direct website channel only.

-       Retail LFL - Continuing Retail stores which were trading for at least one full financial year prior to 2 April 2023, inclusive of any stores which may have moved location or increased/ decreased footprint within a given retail centre.

Chair's introduction

I am pleased to report that substantial progress has been made in the last 12 months as this year saw strong growth in sales, record customer numbers, improved profitability and cash generation. As an own-brand, direct-sourced category specialist, ProCook has a unique position in our sector. Our proposition is highly differentiated, providing customers with high quality products at far greater value than other well-known kitchenware brands, complemented by outstanding omnichannel service both in-store and online.

The opportunity to profitably grow market share and brand awareness is significant, offering sustainable value creation potential for all stakeholders. The strategy set out by the Leadership Team last June, is focused on capturing this opportunity and accelerating profitable growth. We are confident that we are on track to achieve our medium-term objectives of 100 stores, £100m revenue and 10% operating profit margin, and we believe that there is much that can be achieved in the years ahead.

In order to ensure that planned growth investment is self-funded, in areas such as new stores which will support improved future profitability and cash generation, the Board is not recommending a dividend payment for this financial year.

Culturally, the business continues to evolve, with the Leadership Team that Lee has established since he joined in September 2023 building strength together, uniting around shared objectives and focusing more purposefully on stores and customers. Discipline around strategic execution is now embedded, combined with the improved day to day rigour needed to trade effectively in a competitive retail environment.

Our role as a Board is to support and challenge the development of the business, adding value to the strategy through the combined experience that we bring and our robust approach to governance. These two parallel tracks are key to generating a sustainable business that delivers for all of our stakeholders. The Non-Executive Directors continue to work very well with the Executives and wider Leadership Team, bringing a combination of pragmatic counsel and relevant sector experience with appropriate challenge on strategic, operational and governance matters.

As a B Corp, and the first UK listed retailer to achieve the certification in 2022, we believe that we must be a force for good, encouraging customers and other organisations to make positive choices which help protect our planet and better serve the communities we operate in. We continue to take the right steps to progress our ambition to achieve net zero by 2040 as a responsible retailer.

Ensuring that ProCook remains a great place to work is important, and we are pleased that the results of colleague engagement surveys this year highlight an improving trend in colleague satisfaction. ProCook has been a committed member of the Living Wage Foundation, paying the Real Living Wage since 2021, with the average hourly paid colleague having benefitted from an increase of over 40% in pay over the last 5 years, whilst other elements of the reward package have also been improved, helping to provide fairer pay for all. We are grateful for the hard work and commitment of all our people and our suppliers across our business, and on behalf of the Board, I would like to express our sincere thanks and gratitude.

Greg Hodder

Chair

24 June 2025

CEO's review

We have made strong progress over the last 12 months as we have delivered on the initial priorities we set out last year in our refreshed strategic plan. The results of this work have been encouraging, with a return to meaningful sales growth, market share gains and improved profitability.

We ended the financial year with record sales, record customer acquisition numbers and active customers, and record levels of colleague engagement.

The new talent we have brought into key roles in our senior leadership team (Marketing, Commercial, Ecommerce and Retail) are now well-settled and forming very strong working relationships which will help ensure we can continue to build on the momentum we have established.

Our customer proposition and business foundations are strong, and we are becoming better recognised by UK customers. We are well positioned to deliver on our plans to accelerate profitable growth over the years ahead.

Strong trading momentum and improved profitability

We have continued to accelerate trading performance throughout the last financial year, with momentum building quarter on quarter and new customer acquisition and L12M active customers reaching new record levels. This is despite the market backdrop having remained challenging with consumer confidence remaining subdued, and geopolitical events creating significant uncertainty.

Total revenue of £69.5m was up 11.0% year on year, with strong like-for-like performance in both our Retail and Ecommerce channels resulting in total like-for-like growth of 4.9%.

Retail performance has been pleasing with revenue increasing by 10.3% including like-for-like growth of 1.5% and an +8.8% impact of 12 new stores opened during the year, partially offset by the closure of three smaller garden centre stores. Like-for-like growth was driven by continued product innovation including the expansion of the new Electricals ranges and focus on delivering outstanding customer service.

Ecommerce revenue grew by 12.3% including a 2.0% point benefit from the relaunch of a small, curated range on Amazon UK, and encouraging sales performance through our own website, which increased by +10.3% year on year. Performance on our own website was much improved following the disruption in the prior year from the transition to a new platform, supported by significant improvements in social media marketing capability and improved basket-building supporting increased average order values year on year.

Gross margins were slightly ahead year on year at 65.8% (FY24: 65.7%) as we absorbed heightened shipping costs as a result of the Middle East conflicts and delivered an encouraging Q4 rate of 66.8% (Q4 FY24: 64.5%). Underlying EBITDA improved by +31% to £8.9m (FY24: £6.8m) whilst underlying operating profit increased by 51% to £3.2m. Underlying profit before tax, which was impacted by adverse non-cash impacts of recent FX volatility, was up 51% to £1.5m.

The Group ended the financial year with net cash of £1.0m (FY24: net debt of £0.7m) reflecting free cash flow generation of £1.7m after £4.1m of investment capital expenditure primarily in new stores (FY24: £2.0m, after £1.9m of capital expenditure) and with available liquidity at year end of £17.0m.

Our strategy for growth

We have made excellent progress over the last year in executing the early phases of the strategy we set out last year. Our plan will deliver sustainable and profitable growth for all of our stakeholders and we are making good headway towards our targets of 100 retail stores in the UK, £100m revenue, and 10% operating profit margin over the medium term.

We have taken the first steps to expand our store network opening 12 new stores in prominent retail destinations throughout the UK. After closing three smaller and less profitable garden centre stores, we operated 66 stores at the end of the financial year. The new stores are enabling more customers to shop with us, providing us with access to over 150 million customer visits to the centres each year in catchments which we did not previously serve. Early performance has been encouraging and I am confident that these stores will become strong and profitable additions to our estate as they mature, while also serving to raise brand awareness. During the year we have developed a new store format which we expect to trial in the year ahead, to enhance the shopping experience for customers, adding more inspiration and warmth, combined with cleaner visual merchandising.

High-quality and great-value products are critical to our proposition and we have continued to strengthen our product offer expanding our new electricals range, improving seasonal range relevance, and enhancing our promotional campaigns at key points in the year, including Black Friday and the New Year Sale. We are improving commercial disciplines across pricing, intake management, and supplier engagement, while also accelerating our range development activities.

We are proud of our excellent-rated Trustpilot score, and we have a relentless drive to deliver best-in-class omnichannel customer service. Our teams now monitor customer feedback in real time, using data to formulate and implement improvements to our online and in-store experiences. We have introduced omnichannel gift cards, added new payment options, and launched build-your-own set capabilities in-store and online, allowing customers to personalise their purchases.

Through the year, we have made significant headway in developing our brand personality, tone of voice and creative styling to grow brand awareness and customer engagement across all touchpoints. Our more inspirational and lifestyle-centred marketing campaigns are resonating well with customers. We have made good progress with our planned development of social marketing capabilities in the year and this has supported improved marketing efficiency and new customer acquisition. Our decision to re-launch a curated range on Amazon UK, is enabling more customers to discover us for the first time, while also providing a convenient next-day service for those who choose to shop this way.

Our supply chain transformation programme is a multi-year initiative, and our early progress has been strong with a number of key  initiatives implemented through the year including warehouse operations pick and pack efficiencies, transitioning to a new delivery partner with roll cage-based deliveries for the South-East region, introducing reverse logistics capabilities and increased delivery frequency to improve on-shelf availability whilst reducing store inventory levels. We have formulated a plan and roadmap to develop the operating capacity and efficiency required to support our medium-term growth ambition and beyond.

During the year, our technology team have worked on multiple enhancements to operating systems and website technologies to improve both customer experience and operating efficiency. We have a clear programme of work to progress over the next three years to ensure we have resilient and scalable technology solutions which support business growth whilst maintaining technical flexibility and cost-effectiveness.

I am pleased with the progress made this year as we create a great place to work. Our colleague engagement score increased to record levels and we were ranked 61^st in UK's Best Workplaces^TM list for Large companies. We have completed our first leadership development programme with our "heads of" group and are in the process of rolling this out across manager-level roles. We have developed our new approach to deliver retail training excellence, including the recruitment of our first learning and development regional trainers to facilitate this in the years ahead.

Current trading and outlook

We have had a solid start to the new financial year with total revenue during the first quarter of FY26 increasing by 13.7% year on year, building on the momentum we have established. We delivered total like for like sales growth of 2.0%, marking the sixth consecutive quarter of growth, with Retail up 0.3% on a LFL basis (impacted by lower footfall due to the warm weather) and Ecommerce LFL up 4.9% year on year. During the quarter, we opened three new stores, and closed one, increasing the size of our retail estate to 68 stores and resulting in total Retail revenue growth of 16.9%. Including the impact of the Amazon channel relaunch, total Ecommerce revenue increased by 8.2%.

While we are mindful of the uncertain geopolitical backdrop, our momentum is underpinned by record active customers and customer acquisition, and we are confident we will continue to gain market share with our unique specialist proposition and that we will continue to realise the benefits of the strategic progress we have made in the last year.

In FY26 we expect to deliver continued revenue growth, primarily driven by progress in digital marketing and Ecommerce performance and the benefit of the annualisation and increasing maturity of new Retail stores opened last year, coupled with the planned opening of between five and ten net new stores in the current year. We anticipate a modest improvement in gross margins, and with our continued focus on cost discipline across our business, we expect to mitigate cost pressures including the recent NIC increases, allowing us to re-invest responsibly to accelerate future profitable growth.

Despite the continued macro-economic and geo-political challenges, our refreshed strategy and strengthened customer focus is beginning to deliver improved performance and we have both the opportunity and a clear plan to accelerate this further.

I am excited by the journey we are on and have a great team in place to drive the business forward in line with our clear strategy.  I would like to take the opportunity to thank all our colleagues for their effort, commitment and customer focus over the last financial year.

Lee Tappenden

CEO

24 June 2025

CFO's review

We have delivered encouraging results and improved trading momentum in the first year of executing our refreshed strategic plan. Together with our continuing focus on cost discipline and operational efficiency, we have improved profitability and strengthened our balance sheet whilst self-funding significant capital investments to expand our store estate.

Revenue

Total revenue in FY25 (the 52-week period ending 30 March 2025) increased by 11.0% to £69.5m (FY24, the 52-week period ending 31 March 2024: £62.6m). Trading performance improved through the year with total revenue growth increasing each quarter.

We have continued to increase our share in the UK kitchenware market during the year, driven by the strong Ecommerce performance, and Retail revenue growth both from expansion and in our like-for-like estate. Our mix of revenue remains more heavily weighted to Ecommerce (37%) than the wider market (28%).

Ecommerce revenue grew by 12.3% to £25.5m (FY24: £22.7m) including a 2.0%-point benefit from the relaunch of a small, curated range on Amazon UK, and an encouraging sales performance through our own website which increased by 10.3% year on year. Performance on our own website was much improved following the disruption in the prior year from the transition to a new platform, supported by significant improvements in social media marketing capability and improved basket-building supporting increased average order values year on year.

Retail revenue increased by 10.3% year on year to £44.0m (FY24: £39.9m), including like-for-like growth of 1.5% and an +8.8% impact of 12 new stores opened in the year, partially offset by the closure of three smaller garden centre stores. Like-for-like growth was driven by continued product innovation, including the expansion of the new Electricals ranges and continued focus on delivering outstanding customer service. At the end of the financial year our UK Retail estate comprised 66 stores.

¹ Management estimates based on internal sales data and GFK weekly kitchenware sales data.

Gross profit

Gross profit of £45.7m in FY25 (FY24: £41.1m) reflected slightly improved gross margins of 65.8% (FY24: 65.7%) as we absorbed heightened shipping costs as a result of the Middle East conflicts and delivered an encouraging Q4 rate of 66.8% (Q4 FY24: 64.5%).

Operating expenses and other income

Underlying operating expenses net of other income

Total underlying operating expenses net of other income were £42.6m (FY24: £39.0m) representing 61.2% of sales (FY24: 62.3%). The growth in costs was driven by a number of key factors:

-       Expenses in relation to the twelve new stores and one relocation upsize opened this year and the annualisation of the two new stores opened last year: +£1.7m

-       Operational efficiencies realised in the like-for-like store estate: -£0.2m

-       Pay inflation and reward: +£2.5m

-       Increased marketing efficiencies -£1.4m

-       Increased volume-related ecommerce costs:+£1.0m

Other income

Total other income of £47k in FY25 (FY24: £49k) related solely to rental income.

Non-underlying operating expenses 

It is the Group's policy to disclose separately such items that relate to non-recurring events and are material in nature, and incurred outside of the normal business operations, in order to provide a consistent and comparable view of the underlying performance of the Group. Non-underlying operating expenses in FY25 were £0.3m (FY24: £0.1m).

Consistent with prior years, expenses in respect of employee share-based awards that relate to the IPO event in FY22, which itself is non-recurring, have been included as non-underlying costs. These expenses have concluded in FY25 with the third anniversary of the IPO in November 2024 and the vesting of the scheme.

In FY24, the Group initiated a restructuring of the senior management team which finalised within FY25. The one-off costs of £0.2m (FY24: £0.7m) have been treated as non-underlying given their material and one-off nature.

The Group carried out an impairment assessment as at 30 March 2025, which did not result in any expense (or reversal of previous expense) to the Consolidated Income Statement (2024: no impairment recognised).

Operating profit

Total underlying operating profit for the period was £3.2m (FY24: £2.1m). Ecommerce operating profitability improved from 23.5% of revenue to 26.2% benefitting from the improved gross profit margins and digital marketing efficiency gains. Retail profitability remained broadly stable, reducing slightly to 20.0% of revenue from 20.6% last year (reflecting a small dilutive effect of new store openings before they reach maturity), also benefitting from improved gross profit margins and operating efficiencies, more than offsetting inflationary pressures. The total operating profit from the Ecommerce and Retail channels combined was £15.5m (FY24: £13.5m). Central costs increased by £0.9m year on year driven by increased bonus costs, capability investment and inflation in both pay and other administrative costs.

Total reported operating profit, after the £0.3m of non-underlying expenses set out above, was £2.9m (FY24: £2.0m).

Profit and earnings per share

Underlying profit before tax was £1.5m (FY24: £1.0m).

During the year, there was a net expense of £1.7m (FY24: £1.2m) in respect of financial items in the period. Financial items included interest expenses on lease liabilities and borrowings of £1.4m (FY24: £1.4m), and other losses in respect of foreign exchange of £273k (FY24: £114k gain).

After non-underlying items, reported profit before tax was £1.2m (FY24: £0.7m). Reported profit after tax was £1.0m (FY24: £0.6m).

The effective tax rate on underlying profit before tax was 16.3% (FY24: 16.4%).

Earnings per share

Underlying basic earnings per share for the year increased to 1.17 pence (FY24: 0.77 pence) and underlying diluted earnings per share increased to 1.08 pence (FY24: 0.73 pence). 

Reported basic earnings per share for the year increased to 0.92 pence (FY24: 0.56 pence) and reported diluted earnings per share for the year increased to 0.85 pence (FY24: 0.53 pence).

Cash generation and net debt

We have continued to carefully manage our cash position during the year, resulting in free cash flow of £1.7m after £4.1m of investment capital expenditure, primarily in new stores (FY24: £2.0m, after £1.9m of capital expenditure), and a closing net cash position of £1.0m (FY24: net debt of £0.7m) with available liquidity headroom of £17.0m (FY24: £15.3m).

The reported profit before tax in the year includes £0.3m of non-underlying operating expenses, which resulted in £0.4m of cash outflow (FY24: £2.1m cash outflow).

A reduction in net working capital resulted in a cash inflow of £2.2m in the year (FY24: £3.6m) reflecting controlled investment in inventory and an increased trade payable position. Inventory on hand at the year-end (excluding inventory in transit) was £9.7m (FY24: £8.1m) up 19.8% year on year as we invested in inventory for new stores and increased sales volumes. Total inventory at the year-end was £12.1m (FY24: £9.7m).

Net capital expenditure of £4.1m in the year primarily related to the opening of 12 new stores within the year. In the prior year, net capital expenditure of £1.9m largely related to the investment in the new SSC and two new stores.

As at 30 March 2025, the Group held a current tax asset of £0.1m (FY24: £0.1m) and a deferred tax asset of £0.5m (FY24: £0.7m). We anticipate, based on our current financial projections, that this deferred tax asset will be utilised against taxable profits generated within the next three financial years.

Banking arrangements

The Group has access to a committed £10m Revolving Credit Facility ("RCF") to provide additional cash headroom to support operational and investment activities. Additionally, the RCF agreement provides an accordion option, subject to the lender's approval, to extend the facility by a further £5m.

Shortly before the year-end, on the 28 March 2025, the Group successfully arranged a one-year extension to the RCF which extends the expiry date out from April 2026 to April 2027. Additionally, the terms in respect of leverage cover have been amended for Q2 test dates for FY26 and FY27 with net debt to be no greater than 3.0x EBITDA. It remains at 2.0x for all other test dates. The fixed charge covenant test remains unchanged, requiring EBITDAR to be no less than 1.4x fixed charges. Both covenants are tested quarterly and are calculated on a last 12 month rolling, pre-IFRS 16 basis.

The Group's ability to meet these covenants has been stress tested as part of going concern and viability considerations.

The Group has retained its access to an existing uncommitted £6.0m trade finance facility, which is due to expire on 28 February 2026, although is expected to be renewed at that date. There is a performance KPI (inventory to payables ratio), which is monitored on a quarterly basis, however, there are no covenants or guarantees or other collateral associated with this facility.

Capital allocation and dividend policy

In normal circumstances, the Board currently believes that, to ensure operating flexibility through the business cycle, it must maintain a minimum unrestricted cash / debt headroom which the Board reviews on an annual basis, or more frequently as required. Maintaining this headroom provides a level of flexibility sufficient to fund the working capital and investment needs of the Group (as well as set aside an appropriate operating reserve for unexpected events).

The Group's dividend policy targets an ordinary dividend pay-out ratio of 20-30% of profit after tax during the financial year to which the dividend relates. The Board anticipates, under normal circumstances, that it will consider returning surplus cash to shareholders if average cash / debt headroom over a period consistently exceeds the minimum headroom target, subject to known and anticipated investment plans at the time.

The full capital and dividend policy is available on the Group's website at www.procookgroup.co.uk. 

Dividends

In order to ensure that planned growth investment is self-funded, in areas such as new stores which will support improved future profitability and cash generation, the Board is not recommending a dividend payment for this financial year.

Treasury management

The Group is exposed to foreign currency risk through its trading activities. The main source of this relates to stock purchases from non-UK suppliers, which accounts for approximately 95% of the Group's annual stock purchases. To manage the exchange rate risk, a mixture of standard ("vanilla") forwards and outperformance trades are utilised. The Group seeks target levels of coverage for future USD payments, as determined by internal forecasts and the Group's Treasury Management Policy.

Given the level of USD transactions and cover obtained via financial instruments, the Group is exposed to a counter-party risk with each of the financial institutions where arrangements are held. The Group manages this risk by ensuring only highly credited institutions are used and limiting the level of exposure with each.

The Group is also exposed to interest rate risk where the Group has financial obligations that give rise to a variable interest charge. To minimise the charges and exposure driven by interest rates, the Group ensures that credit facilities are used optimally in parallel with the latest interest rate information and forecasts.

Tax strategy

The Group's tax policy is to manage its tax affairs in a responsible and transparent manner in line with our commitment to high corporate governance standards. This ensures the Group complies with the relevant legislation and has due regard to our reputation and thus seek to promote the long-term success of the Group and deliver sustainable shareholder value.

A full copy of the Tax Strategy is available on the Group's website at www.procookgroup.co.uk.

Going Concern

The financial statements have been prepared on a going concern basis. The Group has reported a profit before tax of £1.2m after non-underlying items for the financial year ended 30 March 2025 (FY24: profit before tax of £0.7m) and had a net asset position of £9.7m as at 30 March 2025 (31 March 2024: £8.4m), with a net current liabilities position of £2.0m (31 March 2024: net current liabilities position of £1.2m). The Group had net cash (cash and cash equivalents less borrowings) of £1.0m at 30 March 2025 (31 March 2024: net debt of £0.8m) with available liquidity headroom of £17.0m.

In their assessment of going concern, the Board has considered a period of at least 12 months from the date of signing these financial statements. In considering whether it is appropriate to adopt the going concern basis in the preparation of the financial statements, the Directors have considered the Group's principal risks and uncertainties and have assessed the impact of a range of downside scenarios, including a severe but plausible downside scenario, on the Group's expected financial performance, position, and cash generation. The scenarios have been informed by a comprehensive review of the macroeconomic environment, including consideration of a slowdown in the Bank of England base rate cutting cycle, reduced yet persistent inflationary pressure, risks associated with increased tariffs and other geo-political tensions, including the impacts on our supply chain.

Consideration has been given to the availability of facility headroom and covenant compliance within the Group's financing facilities, the recently extended RCF agreement and amended leverage charge covenant terms, details of which are as follows:

-       The Group's bank facility agreements and the associated covenants are set out in the CFO's Review within this report and include a committed £10m RCF, with a £5m accordion option to the RCF, subject to lender approval, and an uncommitted £6m trade finance facility.

-       On the 28 March 2025, the Group successfully arranged a one-year extension to the RCF, which extends the expiry date out from April 2026 to April 2027. Additionally, the terms in respect of leverage cover have been amended for Q2 test dates for FY26 and FY27 with net debt to be no greater than 3.0x EBITDA. It remains at 2.0x for all other test dates. The fixed charge covenant test remains unchanged, requiring EBITDAR to be no less than 1.4x fixed charges.

The base case for the scenario modelling extends from the Group's annual budget plan that was approved by the Board in March 2025. Forecasts for FY27 are based on the Group's strategic objectives and its medium-term financial plan, which projects forwards from the latest FY26 budget.

Key assumptions include Ecommerce and Retail like for like ("LFL") revenue growth, gross margin performance, the financial impacts of opening of new stores (including capital investments and time to maturity), operational efficiencies being delivered, investment in marketing activity, and the appropriate level of inventory required to maintain strong product availability for customers.

In their consideration of the Group's principal risks and uncertainties, the Board believes that the most likely and most impactful risks that the Group faces are those surrounding geopolitical tensions and the resulting macro-economic factors, including supply chain disruption risk, and depressed consumer confidence having the potential to drive a longer time reduction in demand and a resulting increase in competition within the kitchenware market.

The Board has reviewed the potential downside impact of these risks unfolding, modelled under a number of scenarios including a severe but plausible downside scenario, which reflected the following assumptions:

-       A significant reduction in customer demand and shopping frequency, caused by continued disposable income pressures and consumer caution in light of economic uncertainty, and additional cost impacts driven by continued supply chain disruption associated with the Suez Canal diversions and other geo-political tensions. The impacts of these factors have been reflected in a 10% lower revenue performance in the FY26 year compared to base case, increasing to a 15% decrease in FY27, combining to reflect a 99% reduction in Group revenue growth over the assessment period compared to the base case

-       Fewer new store openings in FY27 are included on the basis that there would be lower management confidence of positive return on investment from such openings

-       A reduction in gross margins in FY26 of -100bps increasing to -200ps for FY27 compared to the base case to reflect the risk of heightened supply chain costs and potential increased promotional requirements to stimulate demand in a more competitive market

Under this severe but plausible downside scenario, and before mitigating actions, the Group would remain within its available borrowing facilities throughout the assessment period and remain compliant with all covenants related to its banking arrangements.

The Board has also reviewed a reverse stress test, which has been applied to the base case model to determine the level of sales decline that would result in a breach of financial covenants. A reduction in revenue, with no mitigations applied, of 12% compared to the base case in FY26 would be required to breach the fixed charge covenant at the quarter two test date in FY26. The sales decline required to trigger a breach of the fixed charge covenant would need to be sustained over a number of months, with mitigating actions available to Management, which have not been factored into the scenario. Such a scenario is therefore not considered by the Board to be reasonably likely to occur, or to threaten the Group's existence as a going concern.

If any of the downside scenarios were to arise, including the severe but plausible downside scenario and the reverse stress test scenario, there are a series of mitigating actions that the Group could seek to implement to protect or enhance financial performance and position including to:

-       Increase selling prices for products that have lower price elasticity to help offset additional sourcing costs

-       Increase promotional activity to accelerate trading performance and reduce stock levels, or alternatively, reduce promotional activity to better protect gross margins

-       Reduce paid media marketing spend and postpone or reduce other planned marketing activities

-       Reduce variable costs in operational functions to reflect the lower sales volumes

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

-       Delay new store openings or capital expenditure in technology and logistics

-       Renegotiate or seek extended payment terms with suppliers on a permanent or temporary basis

-       Seek alternative forms of financing or new banking terms to support working capital and investment requirements

The Board has also considered the potential impacts of climate change risks. These are not considered to have a material effect on the Group's financial projections over the assessment period.

Conclusion

The Board has undertaken a comprehensive review and assessment of going concern. Having reviewed current performance, financial projections under a variety of scenarios related to the Group's principal risks and uncertainties, total facilities and liquidity (including the reduced liquidity risk resulting from the revised leverage covenant attached to the RCF), and debt servicing requirements, the Board expects the Group to have adequate resources to continue in operational existence and meet its liabilities as they fall due over the period of at least 12 months from the date of approving these financial statements. Accordingly, the financial statements have been prepared under the going concern basis of accounting.

Principal risks and uncertainties

The Board continually reviews and monitors the risks and uncertainties which could have a material effect on the Group's results. A summary of the principal risks is set out below:

Dan Walden

Chief Financial Officer

24 June 2025

Consolidated Income Statement

For the 52 weeks to 30 March 2025

Consolidated Statement of Financial Position

As at 30 March 2025

Consolidated statement of cash flows

For the 52 weeks to 30 March 2025

Consolidated statement of changes in equity

For the 52 weeks to 30 March 2025

Notes to the consolidated financial statements

For the 52 weeks ending 30 March 2025

General Information

The financial information set out herein does not constitute the Company's statutory financial statements for the periods ended 30 March 2025 or 31 March 2024 but is derived from those financial statements. The financial statements were approved by the Board of directors on 24 June 2025. Statutory financial statements for 2025 will be delivered to the Registrar of Companies in due course.

The auditors have reported on those financial statements; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.

Basis of preparation

These consolidated financial statements have been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006, UK-adopted IFRS as issued by the International Accounting Standards Board. The consolidated Group financial statements are presented in Pounds Sterling, being the Group's functional currency, and generally rounded to the nearest thousand. They are prepared on the historical cost basis, unless otherwise stated.

The Directors have at the time of approving the financial statements, a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements. Further information on going concern is set out in the CFO's Review.

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.

2.   Operating expenses

Operating profit for the periods is stated after charging:

3.   Non-underlying items

Consistent with prior years, expenses in respect of employee share-based awards which relate to the IPO event in FY22, which itself is non-recurring, have been presented as non-underlying costs. These expenses have concluded in FY25 with the third anniversary of the IPO in November 2024 and the vesting of the schemes.

In FY24, the Group initiated a restructuring of the senior management team which finalised within FY25. The one-off costs of £0.2m (FY24: £0.7m) have been treated as non-underlying given their material and one-off nature. The Directors consider that separate disclosure of this restructuring cost as non-underlying provides additional useful information to the users of the financial statements around the day-to-day trading performance of the Group.

In the prior year the Group transitioned to its new Store Support Centre, incurring transition and dual-running costs prior to the assignment of the two previous warehouse leases, disposal of related assets, and the reversal of £1.1m of impairment provisions.

4.   Segmental reporting 

The Chief Operating Decision Maker (CODM) is the Board of Directors and segmental reporting analysis is presented based on the Group's internal reporting to the Board. At 30 March 2025, the Group had two operating segments, being Ecommerce and Retail. Central costs are reported separately to the Board. Whilst central costs are not considered to be an operating segment, it has been included below to aid reconciliation with operating profit as presented in the Consolidated Income Statement. The Board reviews segment performance based on underlying operating profit.

¹Non-underlying finance costs are the interest costs on the lease liabilities for the disused warehouses which were disposed of in the prior year.

Operating profit includes depreciation and amortisation of £4,388k relating to the Retail segment (FY24: £3,350k) and £1,280k relating to the Central segment (FY24: £1,246k).

5.   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:

The tax charge reconciles with the standard rate of UK corporate income tax as follows:

The taxation expense for the period as a percentage of reported profit before tax (the effective tax rate) was 14.8% (2024: 16.4%).

The standard rate of UK corporate income tax was 25% for the 52 weeks ended 30 March 2025 (31 March 2024: 25%). Deferred tax balances reflect future corporation tax rates of 25%.

The deferred tax asset has arisen due to the timing of future vesting dates in respect of share-based payments, carried forward losses from the previous financial year offset by accelerated capital allowances on items of property, plant and equipment. amounts have been presented on a net basis to follow the way in which they will be recouped by the Group.

Movement in the year:

¹ Underlying earnings per ordinary share is a non-IFRS measure

Carried forward tax losses arise from losses incurred in FY23. The recognition of the deferred tax asset in relation to the carried forward losses is judged to be appropriate given the Group's projections of sufficient future taxable profits against which such deferred tax assets could be offset.

6.   Dividends

No dividends were declared or paid in the 52 weeks to 30 March 2025 or the 52 weeks to 31 March 2024.

7.   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.

Non-underlying expenses relating to share based payments differ from the standard rate of tax due to movements in related deferred tax assets, the value of which is dependent on the Group's share price at the reporting date, and the statutory deduction received which depends on the share price on the exercise date. The resulting effective tax rate on these costs was 16.6%. Other non-underlying items were deductible at the standard rate of 25%, giving an overall effective tax rate on non-underlying items of 21.4%.

¹ Underlying earnings per ordinary share is a non-IFRS measure.

8.   Intangible assets

Amortisation was recognised in the Consolidated Statement of Income within operating expenses throughout the period.

9.   Property, plant and equipment

¹A detailed review of 2023 impairment allocation to individual assets was performed during the prior period, resulting in a revised allocation of the charge across the different asset classes, As the overall effect of the reallocation is immaterial to the financial statements, retrospective application has not been required.

Assets under construction includes retail store equipment and fixtures acquired but not yet in use.

Impairment tests have been carried out where appropriate, with no impairment charges recognised in the 52 weeks ended 30 March 2025 (FY24: £nil).

Depreciation was recognised in the Consolidated Income Statement within operating expenses throughout the period.

10. Leased assets

Right-of-use assets included in the Consolidated Statement of Financial Position were as follows:

¹ Remeasurements have arisen where rentals have been subject to indexation or rent reviews, or where store lease rental terms and lease expiry dates have been renegotiated.

For impairment testing purposes, the Group has determined that each store is a separate CGU. Each CGU is tested for impairment at the balance sheet date if any indicators of impairment exist.

The value in use of each CGU is calculated based on the Group's latest budget and forecast cash flows, covering a three-year period, which have regard to historic performance and knowledge of the current market, together with the Group's views on the future achievable growth. Cash flows beyond this three-year period are extrapolated using a longer-term growth rate based on management's future expectations. These have been prepared utilising both historical experience as well as a forward-looking estimates with respect to trading conditions and performance, together with allocations of central overheads and an estimate of Ecommerce contribution attributable to customers first acquired in retail stores, reflecting the omnichannel nature of our business, based on historical sales data.

The key assumptions in the value in use calculations are the growth rates of sales and gross profit margins, changes in the operating cost base, long-term growth rates and the risk-adjusted pre-tax discount rate.

The pre-tax discount rates are derived from the Group's weighted average cost of capital, which has been calculated using the capital asset pricing model, the inputs of which include a country risk-free rate, equity risk premium, Group size premium and a risk adjustment (beta) along with the cost of debt. The resulting pre-tax discount rate used was 11.7% (FY24: 13.4%). Impairment tests have been carried out where indicators of impairment exist, with no impairment charges recognised in the 52 weeks ended 30 March 2025 (FY24: nil).

Lease liabilities included in the Consolidated Statement of Financial Position were as follows:

¹ Remeasurements have arisen where rentals have been subject to indexation or rent reviews, or where store lease rental terms and lease expiry dates have been renegotiated.

² Disposals in the prior year predominantly related to the assignment of leases relating to two distribution centres which were surplus to requirements after the transition to the new Store Support Centre at the beginning of FY24.