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UPGS Up Global Sourcing Holdings Plc

120.00
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Up Global Sourcing Holdings Plc LSE:UPGS London Ordinary Share GB00BYX7MG58 ORDS 0.25P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 120.00 114.50 120.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

UP Global Sourcing Holdings PLC Interim Results (3115X)

29/04/2019 7:00am

UK Regulatory


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TIDMUPGS

RNS Number : 3115X

UP Global Sourcing Holdings PLC

29 April 2019

29 April 2019

UP Global Sourcing Holdings plc

"Ultimate Products" or the "Group"

INTERIM RESULTS FOR THE SIX MONTHSED 31 JANUARY 2019

Strong trading with normalised revenue increasing by 20.8%, driven by growth across all channels

Interim dividend increased by 39.8%

Ultimate Products, the owner, manager, designer and developer of an extensive range of value-focused consumer goods brands, announces its interim results for the six months ended 31 January 2019.

Financial and operational highlights

-- Revenue up 36.0% (or GBP17.4 million) to GBP65.8 million (H1 FY18: GBP48.4 million), driven by growth across all four of the Group's channels:

o UK and European discounters revenue up 34.6%

o UK supermarkets revenue up 32.1%

o Online revenue up 85.2%

o International retailers revenue up 173.0%

   --     Normalised revenue growth of 20.8% after allowing for one-off factors 

-- Europe continues to be largest contributor of international growth, reflecting the investment in the office and showroom in Cologne which opened in April 2018

   --     Underlying EBITDA(1) up 48.4% to GBP6.6 million (H1 FY18: GBP4.5 million) 
   --     Underlying profit before taxation(1) up 47.3% to GBP5.9 million (H1 FY18: GBP4.0 million) 
   --     Profit before taxation up 48.5% to GBP5.9 million (H1 FY18: GBP3.9 million) 

-- Gross margin stable at 22.4% (H1 FY18: 22.4%), despite a highly competitive market and price deflation for general merchandise

-- Net debt/underlying EBITDA ratio(1) at 31 January 2019 was 1.6x (31 July 2018: 2.0x; 31 January 2018: 0.9x)

-- Interim dividend of 1.16p per share, up 39.8% (H1 FY18: 0.83p), payable on 26 July 2019 to shareholders on the register on 5 July 2019

   --     Current trading for FY 2019 is comfortably in line with expectations 

Note:

1. Calculated after adding back share-based payment charges as referred to in Note 10 below.

Commenting on the results, Simon Showman, Chief Executive of Ultimate Products, said:

"We are delighted with the strong recovery in trading that the business has delivered in the first half of the year. These results should be taken as a clear sign of the adaptability and resilience of our business model, especially when viewed against the ongoing difficult trading conditions within the UK general merchandise market. The performance has been driven by consistent growth across each of our four strategic channels, and we are particularly pleased with the way in which our international and online businesses are developing.

Looking ahead, market conditions in the UK are likely to remain challenging for the foreseeable future. However, current trading is comfortably in line with expectations and we remain confident that a relentless focus on our tried and tested strategy will continue to deliver sustainable growth."

For more information, please contact:

Ultimate Products +44 (0) 161 627 1400

Simon Showman, CEO

Andrew Gossage, Managing Director

Graham Screawn, Chief Financial Officer

Shore Capital +44 (0) 20 7408 4090

Mark Percy

Edward Mansfield

Powerscourt +44 (0) 207 250 1446

Rob Greening

Sam Austrums

Notes to Editors

Ultimate Products is an owner, manager, designer and developer of a series of well-known brands focused on the home, selling to over 300 retailers across 36 countries. It has six product categories: Audio; Heating and Cooling; Housewares; Laundry; Luggage; and Small Domestic Appliances. Its brands include Beldray (laundry, floor care, heating and cooling), Intempo (audio), Salter (kitchenware), Constellation (luggage), and Progress (cookware and bakeware).

The Group's products are sold to a broad cross-section of both large national and international multi-channel retailers as well as smaller national retail chains, incorporating discount retailers, supermarkets, general retailers and online retailers. Its best-selling products include frying pans, mugs and speakers, selling approximately one million of each every year.

Founded in 1997, Ultimate Products is headquartered in Oldham, Greater Manchester, where it has design, sales, marketing, buying, quality assurance, support functions and warehouse facilities across two sites. Manor Mill, the Group's head office, includes a spectacular 20,000 sq ft showroom that showcases each of its brands. In addition, the Group has an office and showroom in Guangzhou, China and in Cologne, Germany.

Ultimate Products' graduate development scheme was launched in 2012 and in 2018 it welcomed its one-hundredth graduate. In total, Ultimate Products now employs over 270 staff. For further information, please visit www.upgs.com

INTERIM STATEMENT

STRATEGY

Ultimate Products' strategy is to develop its portfolio of brands for mass-market, value-led, consumer goods for the home focused on the following channels:

   1.    UK and European discounters; 
   2.    UK supermarkets; 
   3.    Online platforms; and 
   4.    International retailers. 

This tried and tested approach has delivered a strong performance in the first half of the financial year despite a challenging market for general merchandise in the UK, the Group's main market, and the Board remains confident that this strategy will continue to deliver sustainable growth.

TRADING

Revenue for the six months ended 31 January 2019 ("H1 FY19") increased by 36.0% (GBP17.4 million) to GBP65.8 million (H1 2018: GBP48.4 million). This growth benefited from the below one-off factors, resulting in normalised revenue growth in the period of 20.8%:

-- As reported previously, revenue in H1 FY18 was reduced by approximately GBP4.5 million as a result of the one-off timing impact of a key European customer moving from Free on Board to Landed delivery arrangements; and

-- The earlier timing of Chinese New Year in 2019, which pulled forward approximately GBP1.9 million of revenue from H2 FY19 into H1 FY19.

UK and European Discounters

Sales to discounters grew by GBP8.4 million or 34.6%. This was characterised by strong growth internationally, predominantly in mainland Europe, offset by a modest decline in the UK. However, the order book for UK discounters is improving and we expect to see a return to growth for H2 FY19. As highlighted above, part of the international growth was the result of a one-off timing impact which reduced revenue by GBP4.5 million in H1 FY18.

UK supermarkets

Our brands continue to resonate well with the big four UK supermarket shopper and, as a result, revenue from those supermarkets experienced robust growth, increasing by GBP1.8 million or 32.1%.

Online platforms

The online segment showed continued and substantial growth, with revenue up GBP2.8 million or 85.2% in H1 FY19. However, this growth rate is expected to moderate in H2 FY19 against stronger prior year comparatives. Online accounted for 9.3% of overall revenue (H1 FY18: 6.8%) against a long-term target of 20%+.

International retailers

Our international business generated revenue growth of GBP16.6 million or 173.0% compared to H1 2018. International sales now represent 39.8% of total revenue (H1 FY18: 19.8%). While we are seeing growth across a number of international territories, Germany is the largest single contributor reflecting the investment in our office and showroom in Cologne. During H2 FY19 we have recruited several senior sales personnel to help drive future revenue growth. The Board continues to see the Group's international business as providing both a substantial growth opportunity and geographical diversification.

Despite a highly competitive market and price deflation for general merchandise, gross margin was maintained at 22.4% (H1 FY18: 22.4%) as a result of changes in customer mix and as the business continues to adapt to a weaker Sterling.

Administrative expenses before share-based payment charges ("Overheads") were GBP1.8 million higher than last year. This reflected increased activity and investment in the international business, although mix also played a part with a more varied customer base and higher online sales coming with its increased cost to serve. In the UK, we are also experiencing increased salary inflation as a result of high employment, increased demand for graduates, lower availability of EU staff and above inflation increases in the National Living Wage.

To offset these overhead increases, the business continues to invest in its systems and its colleagues and has seen significant productivity improvements as a result. Because of these initiatives, Overheads for the period were down as a percentage of revenue at 12.9% (H1 FY18: 13.7%), and the underlying EBITDA margin* increased from 9.2% last year to 10.0% for H1 FY19.

As a result of the increased revenue and higher operating margin, underlying EBITDA(1) for the period increased by 48.4% to GBP6.6 million (H1 FY18: GBP4.5 million), and underlying profit before taxation(1) increased 47.3% to GBP5.9 million (H1 FY18: GBP4.0 million).

BALANCE SHEET

Shareholders' equity increased to GBP10.5 million at 31 January 2019, up from GBP6.8 million at 31 January 2018, an increase of GBP3.7 million. The main movements in shareholders' equity were:

   1.    An increase in retained earnings of GBP3.6 million; 
   2.    A movement in the hedging reserve of GBP0.8 million; offset by 

3. The creation of a treasury reserve of GBP0.9 million, relating to the purchase of the Group's shares by the UP Global Sourcing Employee Benefit Trust ("UPGS EBT") during the period.

Net working capital at 31 January 2019 was GBP23.3 million, up from GBP12.3 million at 31 January 2018 - an increase of GBP11.0 million or 88.9%. This was caused by the strong trading performance during H1 FY19 (particularly towards the end of the period) which led to higher trade receivables, and by higher inventories needed to service the stronger order book for H2 FY19 and the major European customer's switch from FOB to Landed delivery.

Net cash from operations for the period was GBP1.7 million, a reduction of GBP0.9 million or 34.2% (H1 FY18: GBP2.6 million) as a result of the additional working capital offset by the higher EBITDA.

Net debt at 31 January 2019 was GBP14.0 million, up from GBP6.7 million at 31 January 2018, an increase of GBP7.3 million or 107.7% primarily as a result of the additional working capital of GBP11.0 million offset by retained earnings for the 12 month period of GBP3.6 million.

The net debt/underlying EBITDA ratio at 31 January 2019 was 1.6x (31 July 2018: 2.0x; 31 January 2018: 0.9x) based on underlying EBITDA for the 12 months to 31 January 2019. The Group maintains comfortable headroom within its bank facilities, with headroom of GBP10.5 million at 31 January 2019 (31 July 2018: GBP9.1 million; 31 January 2018: GBP8.0 million) and is operating well within its banking covenants.

BREXIT

The Board continues to assess the implications of a 'no deal' Brexit and the potential impact on volumes and margins if it led to a material devaluation in Sterling. However, over the longer term, the Board is confident in the adaptability and resilience of the Group's business model, as evidenced by the strong recovery in trading in H1 FY19 despite the background of a challenging UK consumer and retail market.

EMPLOYEE SHARE PARTICIPATION

The Group launched a Save As You Earn share option scheme ("SAYE Scheme") in the period for all UK staff with more than 12 months of service. The participation rate was high, with 95 out of 138 eligible staff (68.8%) opting to join the scheme with an average savings rate of GBP142 per month. As a result, a grant of options over 1,268,914 ordinary shares was made equating to 1.54% of the current issued share capital of the Group.

Also on 11 March, a grant of options over 1,120,000 ordinary shares was made under the Group's Performance Share Plan ("PSP") equating to 1.36% of the current issued share capital of the Group. These options were granted to 21 key managers across the business. Simon Showman, Chief Executive, and Andrew Gossage, Managing Director, did not participate in the PSP as they are already substantial shareholders in the Group.

It is intended that any future exercise of the above options will be fully satisfied through the 2,526,807 ordinary shares currently held in trust by the UPGS EBT with no dilution to existing shareholders.

The above share option awards represent a significant step-up in equity participation by managers and employees at all levels of the business, with the goal of achieving increased incentivisation and retention of key talent.

DIVID

In line with the Group's dividend policy of 50% of adjusted profits after tax, the Board has declared an interim dividend of 1.16p per share, up from 0.83p last year, an increase of 39.8%. The interim dividend is payable on 26 July 2019 to shareholders on the register on 5 July 2019 with an ex-dividend date of 4 July 2019.

CURRENT TRADING AND OUTLOOK

The market conditions for general merchandise remain challenging in the UK and Ultimate Products, like many others, is faced with an uncertain environment for consumers, retailers and suppliers. Despite these challenges, the Group has delivered strong growth and a good set of results for H1 FY19 through a relentless focus on its tried and tested strategy.

The Group is well invested, retains a strong balance sheet and maintains comfortable levels of funding headroom within its bank facilities.

Current trading is comfortably in line with expectations and, while the conditions in the UK look set to remain challenging for the foreseeable future, the Board remains confident about the Group's future prospects.

Note:

1 Calculated after adding back share-based payment charges as referred to in note 10.

Consolidated Condensed Income Statement

 
 
                                                          Unaudited     Unaudited     Audited 
                                                           6 months      6 months        Year 
                                                              ended         ended       ended 
                                                             31 Jan        31 Jan      31 Jul 
                                                 Note          2019          2018        2018 
                                                            GBP'000       GBP'000     GBP'000 
--------------------------------------------  -------  ------------  ------------  ---------- 
 Revenue                                            7        65,823        48,408      87,571 
 Cost of sales                                             (51,064)      (37,543)    (67,979) 
--------------------------------------------  -------  ------------  ------------  ---------- 
 Gross profit                                                14,759        10,865      19,592 
 Administration expenses before share-based 
  payment charges                                           (8,467)       (6,647)    (13,647) 
--------------------------------------------  -------  ------------  ------------  ---------- 
 Profit from operations before share-based 
  payment charges                                             6,292         4,218       5,945 
--------------------------------------------  -------  ------------  ------------  ---------- 
 
 Share-based payment charges                        9          (96)          (96)       (192) 
--------------------------------------------  -------  ------------  ------------  ---------- 
 Administration expenses                                    (8,563)       (6,743)    (13,839) 
--------------------------------------------  -------  ------------  ------------  ---------- 
 Profit from operations                            10         6,196         4,122       5,753 
 
   Finance income                                                 -             -          53 
  Finance costs                                               (344)         (180)       (383) 
--------------------------------------------  -------  ------------  ------------  ---------- 
 Profit before taxation                            11         5,852         3,942       5,423 
 Income tax                                        12       (1,201)         (818)     (1,141) 
--------------------------------------------  -------  ------------  ------------  ---------- 
 Profit for the period                                        4,651         3,124       4,282 
============================================  =======  ============  ============  ========== 
 
                                                              Pence         Pence       Pence 
--------------------------------------------  -------  ------------  ------------  ---------- 
 Earnings per share - basic                        13           5.7           3.8         5.2 
 Earnings per share - diluted                      13           5.7           3.8         5.2 
============================================  =======  ============  ============  ========== 
 
   Ex-div date: 4 July 2019 
   Record date: 5 July 2019 
 

Consolidated Condensed Statement of Comprehensive Income

 
                                                Unaudited   Unaudited    Audited 
                                                 6 months    6 months       Year 
                                                    ended       ended      ended 
                                                   31 Jan      31 Jan     31 Jul 
                                                     2019        2018       2018 
                                                  GBP'000     GBP'000    GBP'000 
---------------------------------------------  ----------  ----------  --------- 
 Profit for the period                              4,651       3,124      4,282 
 
         Other comprehensive (expense)/income 
 Items that may be subsequently reclassified 
  to income statement: 
  Fair value movements on cash flow hedging 
   instruments 
  Hedging instruments recycled through the 
   income statement at the end of hedging 
   relationships                                     (35)       (505)        846 
                                                    (563)         121        193 
  Foreign currency retranslation 
 
                                                        -         (7)        (4) 
---------------------------------------------  ----------  ----------  --------- 
 Other comprehensive (expense)/ income 
  for the period                                    (598)       (391)      1,035 
---------------------------------------------  ----------  ----------  --------- 
 Total comprehensive income for period 
  attributable to the equity holders of 
  the company                                       4,053       2,733      5,317 
=============================================  ==========  ==========  ========= 
 
 

Consolidated Condensed Statement of Financial Position

 
                                                             Unaudited       Unaudited        Audited 
                                                                 As at           As at          As at 
                                                           31 Jan 2019     31 Jan 2018    31 Jul 2018 
                                                               GBP'000         GBP'000        GBP'000 
                                                   Note 
----------------------------------------------  -------  -------------  --------------  ------------- 
 Assets 
  Intangible assets                                                103               -            100 
  Property, plant and equipment                      15          1,909           1,890          2,018 
 Deferred tax                                                      101             144            107 
----------------------------------------------  -------  -------------  --------------  ------------- 
 Total non-current assets                                        2,113           2,034          2,225 
 Inventories                                                    18,410          11,796         16,466 
 Trade and other receivables                         16         19,697          11,528         14,791 
 Derivative financial instruments                    19            361              29            985 
 Current tax                                                         -              17              - 
 Cash and cash equivalents                                         157             122             95 
----------------------------------------------  -------  -------------  --------------  ------------- 
 Total current assets                                           38,625          23,492         32,337 
----------------------------------------------  -------  -------------  --------------  ------------- 
 Total assets                                                   40,738          25,526         34,562 
----------------------------------------------  -------  -------------  --------------  ------------- 
 
  Liabilities 
   Trade and other payables                          17       (14,960)        (11,156)       (12,531) 
   Derivative financial instruments                  19            (6)           (589)              - 
   Current tax                                                 (1,164)           (242)          (427) 
   Borrowings                                        18       (12,269)         (4,132)       (10,992) 
----------------------------------------------  -------  -------------  --------------  ------------- 
 Total current liabilities                                    (28,399)        (16,119)       (23,950) 
----------------------------------------------  -------  -------------  --------------  ------------- 
 Net current assets                                             10,226           7,373          8,387 
 Borrowings                                          18        (1,847)         (2,657)        (1,864) 
----------------------------------------------  -------  -------------  --------------  ------------- 
 Total non-current liabilities                                 (1,847)         (2,657)        (1,864) 
----------------------------------------------  -------  -------------  --------------  ------------- 
 Total liabilities                                            (30,246)        (18,776)       (25,814) 
----------------------------------------------  -------  -------------  --------------  ------------- 
 Net assets                                                     10,492           6,750          8,748 
==============================================  =======  =============  ==============  ============= 
 
 Equity 
  Share capital                                                    205             205            205 
  Share premium                                                      2               2              2 
  Treasury reserve                                               (897)               -              - 
  Share-based payment reserve                                      368             176            272 
  Hedging reserve                                                  248           (577)            846 
  Retained earnings                                             10,566           6,944          7,423 
----------------------------------------------  -------  -------------  --------------  ------------- 
 Equity attributable to owners of the company                   10,492           6,750          8,748 
==============================================  =======  =============  ==============  ============= 
 
 

Consolidated Condensed Statement of Changes in Equity

 
                                       Share      Share   Treasury   Share-based    Hedging    Retained      Total 
                                     capital    premium    reserve       payment    reserve    earnings     equity 
                                                                         reserve 
                                                                         GBP'000 
                                     GBP'000    GBP'000    GBP'000                  GBP'000     GBP'000    GBP'000 
---------------------------------  ---------  ---------  ---------  ------------  ---------  ----------  --------- 
 As at 1 August 2018                     205          2          -           272        846       7,423      8,748 
 Profit for the period                     -          -          -             -          -       4,651      4,651 
 Cash flow hedging movement                -          -          -             -      (598)           -      (598) 
---------------------------------  ---------  ---------  ---------  ------------  ---------  ----------  --------- 
 Total comprehensive income 
  for the period                           -          -          -             -      (598)       4,651      4,053 
---------------------------------  ---------  ---------  ---------  ------------  ---------  ----------  --------- 
 Transactions with shareholders: 
 Dividends payable                         -          -          -             -          -     (1,508)    (1,508) 
 Share-based payments                      -          -          -            96          -           -         96 
 Purchase of own shares                    -          -      (897)             -          -           -      (897) 
---------------------------------  ---------  ---------  ---------  ------------  ---------  ----------  --------- 
 As at 31 January 2019                   205          2      (897)           368        248      10,566     10,492 
=================================  =========  =========  =========  ============  =========  ==========  ========= 
 
 
                                       Share      Share   Treasury   Share-based    Hedging    Retained      Total 
                                     capital    premium    reserve       payment    reserve    earnings     equity 
                                                                         reserve 
                                                                         GBP'000 
                                     GBP'000    GBP'000    GBP'000                  GBP'000     GBP'000    GBP'000 
---------------------------------  ---------  ---------  ---------  ------------  ---------  ----------  --------- 
 As at 1 August 2017                     205          2          -             -      (193)       6,779      6,793 
 Profit for the period                     -          -          -             -          -       3,124      3,124 
 Foreign currency translation              -          -          -             -          -         (7)        (7) 
 Cash flow hedging movement                -          -          -             -      (384)           -      (384) 
---------------------------------  ---------  ---------  ---------  ------------  ---------  ----------  --------- 
 Total comprehensive income 
  for the period                           -          -          -             -      (384)       3,117      2,733 
---------------------------------  ---------  ---------  ---------  ------------  ---------  ----------  --------- 
 Transactions with shareholders: 
 Dividends payable                         -          -          -             -          -     (2,872)    (2,872) 
 Transfer                                  -          -          -            80          -        (80)          - 
 Share-based payments                      -          -          -            96          -           -         96 
---------------------------------  ---------  ---------  ---------  ------------  ---------  ----------  --------- 
 As at 31 January 2018                   205          2          -           176      (577)       6,944      6,750 
=================================  =========  =========  =========  ============  =========  ==========  ========= 
 
 
                                       Share      Share   Treasury   Share-based    Hedging    Retained      Total 
                                     capital    premium    reserve       payment    reserve    earnings     equity 
                                                                         reserve 
                                                                         GBP'000 
                                     GBP'000    GBP'000    GBP'000                  GBP'000     GBP'000    GBP'000 
---------------------------------  ---------  ---------  ---------  ------------  ---------  ----------  --------- 
 As at 1 August 2017                     205          2          -             -      (193)       6,779      6,793 
 Profit for the period                     -          -          -             -          -       4,282      4,282 
 Foreign currency translation              -          -          -             -          -         (4)        (4) 
 Cash flow hedging movement                -          -          -             -      1,039           -      1,039 
---------------------------------  ---------  ---------  ---------  ------------  ---------  ----------  --------- 
 Total comprehensive income 
  for the period                           -          -          -             -      1,039       4,278      5,317 
---------------------------------  ---------  ---------  ---------  ------------  ---------  ----------  --------- 
 Transactions with shareholders: 
 Dividends payable                         -          -          -             -          -     (3,554)    (3,554) 
 Transfer                                  -          -          -            80          -        (80)          - 
 Share-based payments                      -          -          -           192          -           -        192 
---------------------------------  ---------  ---------  ---------  ------------  ---------  ----------  --------- 
 As at 31 July 2018                      205          2          -           272        846       7,423      8,748 
=================================  =========  =========  =========  ============  =========  ==========  ========= 
 

Consolidated Condensed Cash Flow Statement

 
                                                         Unaudited   Unaudited     Audited 
                                                          6 months    6 months        Year 
                                                             ended       ended       ended 
                                                            31 Jan      31 Jan      31 Jul 
                                                              2019        2018        2018 
                                                           GBP'000     GBP'000     GBP'000 
------------------------------------------------  ----  ----------  ----------  ---------- 
 Net cash flow from operating activities 
 Profit for the period 
 
  Adjustments for:                                           4,651       3,124       4,282 
 Finance income                                                  -           -        (53) 
 Finance costs                                                 344         180         383 
 Income tax expense                                          1,201         818       1,141 
  Depreciation and impairment                                  311         237         525 
  Amortisation                                                   6           -           2 
  Derivative financial instruments                              27         (3)        (99) 
  Share-based payments                                          96          96         192 
  Income taxes paid                                          (458)        (95)       (178) 
 
  Working capital adjustments 
   (Increase) in inventories                               (1,944)       (732)     (5,402) 
  (Increase)/ decrease in trade and 
   other receivables                                       (4,906)         200     (3,063) 
  Increase/ (decrease) in trade and 
   other payables                                            2,415     (1,176)         215 
------------------------------------------------------  ----------  ----------  ---------- 
 Net cash from/ (used in) operations                         1,743       2,649     (2,055) 
------------------------------------------------------  ----------  ----------  ---------- 
 
  Cash flows used in investing activities 
   Purchase of intangible assets                               (9)           -       (102) 
   Purchase of property, plant and equipment                 (202)       (412)       (829) 
   Finance income                                                -           -          53 
 Net cash used in investing activities                       (211)       (412)       (878) 
------------------------------------------------------  ----------  ----------  ---------- 
 
  Cash flows (used in)/ from financing 
   activities 
   Purchase of own shares                                    (897)           -           - 
   Proceeds from borrowings                                  1,226         811       9,052 
   Repayment of borrowings                                       -           -     (2,175) 
   Debt issue costs paid                                         -           -        (31) 
   Dividends paid                                          (1,508)     (2,872)     (3,554) 
   Interest paid                                             (291)       (139)       (355) 
 Net cash used in finance activities                       (1,470)     (2,200)       2,937 
------------------------------------------------------  ----------  ----------  ---------- 
 
  Net increase in cash and cash equivalents                     62          37           4 
   Cash and cash equivalents brought 
    forward                                                     95          91          91 
   Exchange losses on cash and cash equivalents                  -         (6)           - 
------------------------------------------------------ 
 Cash and cash equivalents carried 
  forward                                                      157         122          95 
======================================================  ==========  ==========  ========== 
 
 
       Notes to the Interim Results 
 
         1. General information 
 
         UP Global Sourcing Holdings plc ("the Company") and its subsidiaries 
         (together "the Group") is a supplier of branded, value for money 
         household products to global markets. 
 
         The Company is a public limited company, which is listed on the 
         London Stock Exchange and incorporated and domiciled in the UK. 
         The address of its registered office is UP Global Sourcing Holdings 
         plc, Manor Mill, Victoria Street, Chadderton, Oldham, OL9 0DD. 
 
         This consolidated condensed interim financial information does 
         not comprise statutory accounts within the meaning of section 
         434 of the Companies Act 2006. Statutory accounts for the year 
         ended 31 July 2018 were approved by the Board of Directors on 
         5 November 2018 and delivered to the Registrar of Companies. The 
         comparative figures for the financial year ended 31 July 2018 
         are an extract of the Company's statutory accounts for that year. 
         The report of the auditor on those accounts was unqualified, did 
         not contain an emphasis of matter paragraph and did not contain 
         any statement under section 498 (2) or (3) of the Companies Act 
         2006. 
 
         This consolidated condensed interim financial information is unaudited 
         but has been reviewed by the Company's Auditor. 
 
 
         2. Basis of preparation 
 
         This consolidated condensed interim financial information for 
         the six months ended 31 January 2019 has been prepared in accordance 
         with the Disclosure and Transparency Rules of the Financial Conduct 
         Authority (previously the Financial Services Authority) and with 
         IAS 34, 'Interim Financial Reporting' as adopted by the European 
         Union. The consolidated condensed interim financial information 
         should be read in conjunction with the audited financial statements 
         for the year ended 31 July 2018, which have been prepared in accordance 
         with IFRSs as adopted by the European Union. 
 
         Going concern basis 
 
         The Group meets its day-to-day working capital requirements through 
         its bank facilities. After making enquiries, the Directors have 
         a reasonable expectation that the Group has adequate resources 
         to continue in operational existence for the foreseeable future. 
         The Group's forecasts and projections, taking account of reasonable 
         sensitivities, show that the Group should be able to operate within 
         available facilities. The Group therefore continues to adopt the 
         going concern basis in preparing its consolidated condensed interim 
         financial statements. 
 
 
         3. Accounting policies 
 
         The accounting policies applied are consistent with those of the 
         annual financial statements for the year ended 31 July 2018, except 
         for the following: 
 
         IFRS 9, Financial Instruments 
         IFRS 9 was effective for accounting periods beginning on or after 
         1 January 2018. The adoption of this standard has not had any 
         material impact on the financial statements. 
 
         IFRS 15, Revenue from Contracts with Customers 
         IFRS 15 was effective for accounting periods beginning on or after 
         1 January 2018. The adoption of this standard has not had a material 
         impact on the Group's income statement but does require the disclosure 
         of the disaggregation of revenue in both the year-end and interim 
         financial statements. 
 
         Treasury shares 
         Consideration paid for the purchase of treasury shares is recognised 
         directly in equity. The cost of treasury shares held is presented 
         as a separate reserve ("the treasury reserve"). Any excess of 
         the consideration received on the sale of treasury share over 
         the weighted average cost of the shares sold is credited to retained 
         earnings. 
 
 
         4. Operating segments 
 
         Operating segments are reported in a manner consistent with the 
         internal reporting provided to the chief operating decision-maker. 
         The chief operating decision-maker is responsible for allocating 
         resources and assessing performance of operating segments. 
 
         The Directors consider that there are no identifiable business 
         segments that are subject to risks and returns different to the 
         core business. The information reported to the Directors, for 
         the purposes of resource allocation and assessment of performance, 
         is based wholly on the overall activities of the Group. The Group 
         has therefore determined that it has only one reportable segment 
         under IFRS 8. 
 
         The results and assets for this segment can be determined by reference 
         to the statement of comprehensive income and statement of financial 
         position. 
 
 
         5. Principal risks and uncertainties 
 
         The Directors consider that the principal risks and uncertainties, 
         which could have a material impact on the Group's performance 
         in the remaining 6 months of the financial year, remain substantially 
         the same as those stated on pages 19-23 of the Group's Annual 
         Report for the year ended 31 July 2018, which is available on 
         the Group's website, www.upgs.com. 
 
 
         6. Financial instruments 
 
         The Group's activities expose it to a variety of financial risks: 
         market risk (including foreign exchange risk, cash flow and fair 
         value interest rate risk and price risk), credit risk and liquidity 
         risk. 
 
         The condensed interim financial statements should be read in conjunction 
         with the Group's Annual Report for the year ended 31 July 2018, 
         as they do not include all financial risk management information 
         and disclosures contained within the Annual Report. There have 
         been no changes in the risk management policies since the year 
         end. 
 
 
         7. Revenue 
 
         The Group has disaggregated revenue into various categories in 
         the following tables which are intended to depict the nature of 
         the Group's revenue. 
         Geographical split by location:                             Unaudited   Unaudited       Audited 
                                 6 months ended    6 months    Year ended 
                                    31 Jan 2019       ended        31 Jul 
                                        GBP'000      31 Jan          2018 
                                                       2018       GBP'000 
                                                    GBP'000 
         --------------------  ----------------  ----------  ------------ 
          United Kingdom                 39,621      38,810        63,535 
           Germany                        6,634       1,036         3,550 
           Rest of Europe                18,141       7,432        18,546 
           USA                              576         377           818 
           Rest of the world                851         753         1,122 
          Total                          65,823      48,408        87,571 
         ====================  ================  ==========  ============ 
 
          International sales     26,202    9,598   24,036 
           Percentage of total     39.8%    19.8%    27.4% 
         ======================  =======  =======  ======= 
 
 
         Analysis of Revenue by Brand:                                     Unaudited   Unaudited       Audited 
                                         6 months ended    6 months    Year ended 
                                            31 Jan 2019       ended        31 Jul 
                                                GBP'000      31 Jan          2018 
                                                               2018       GBP'000 
                                                            GBP'000 
         ----------------------------  ----------------  ----------  ------------ 
          Beldray                                15,193      11,541        21,459 
           Salter                                12,934       8,018        13,849 
           Intempo                                5,356       6,395         8,457 
           Russell Hobbs                          5,141       4,079         6,914 
           Progress                               2,852       2,079         3,210 
         ----------------------------  ----------------  ----------  ------------ 
          Premier brands                         41,476      32,112        53,889 
          Other key brands                       12,495       5,240        12,554 
         ----------------------------  ----------------  ----------  ------------ 
          Key brands total                       53,971      37,352        66,443 
          Other brands and own label             11,852      11,056        21,128 
         ----------------------------  ----------------  ----------  ------------ 
          Total                                  65,823      48,408        87,571 
         ============================  ================  ==========  ============ 
 
 
         Analysis of Revenue by Major Products:                                    Unaudited   Unaudited       Audited 
                                        6 months ended    6 months    Year ended 
                                           31 Jan 2019       ended        31 Jul 
                                               GBP'000      31 Jan          2018 
                                                              2018       GBP'000 
                                                           GBP'000 
         ---------------------------  ----------------  ----------  ------------ 
          Small domestic appliances             18,921      11,392        21,413 
           Housewares                           15,218      11,881        20,771 
           Audio                                14,701       8,383        15,022 
           Laundry                               5,080       5,683        10,735 
           Heating and cooling                   3,894       2,660         5,089 
           Luggage                               2,616       2,069         3,718 
           Others                                5,393       6,340        10,823 
         ---------------------------  ----------------  ----------  ------------ 
          Total                                 65,823      48,408        87,571 
         ===========================  ================  ==========  ============ 
 
 
         Analysis of Revenue by Strategic Pillar:                             Unaudited   Unaudited       Audited 
                                 6 months ended    6 months    Year ended 
                                    31 Jan 2019       ended        31 Jul 
                                        GBP'000      31 Jan          2018 
                                                       2018       GBP'000 
                                                    GBP'000 
         --------------------  ----------------  ----------  ------------ 
          Discount retailers             32,890      24,442        45,250 
           UK supermarkets                7,475       5,659         9,662 
           Online platforms               6,118       3,303         6,959 
         --------------------  ----------------  ----------  ------------ 
                                         46,483      33,404        61,871 
          Other                          19,340      15,004        25,700 
          Total                          65,823      48,408        87,571 
         ====================  ================  ==========  ============ 
 
 
 
         8. Seasonality of operations 
 
         Overall the Group's product range is not significantly seasonal, 
         however, retail demand is higher in the Christmas trading period. 
         As a result, it is anticipated that the operating profits for 
         the second half of the year ending 31 July 2019 will be lower 
         than those for the six months ended 31 January 2019. 
 
 
         9. Share-based payment charges                                      Unaudited   Unaudited       Audited 
                                          6 months ended    6 months    Year ended 
                                             31 Jan 2019       ended        31 Jul 
                                                 GBP'000      31 Jan          2018 
                                                                2018       GBP'000 
                                                             GBP'000 
         -----------------------------  ----------------  ----------  ------------ 
          Share-based payment expense                 96          96           192 
          Total                                       96          96           192 
         =============================  ================  ==========  ============ 
 
 
 
 
         The share-based payment expense relates to the non-cash charge 
         arising on a share option management incentive plan adopted immediately 
         prior to the IPO. The options have been valued using the Monte 
         Carlo option pricing model and are granted with a three-year vesting 
         period and can be exercised up to seven years following the vesting 
         date. 
 
         The above items have been shown separately in the Income Statement 
         to better reflect the performance of the underlying business. 
 
 
         10. Operating profit                                                             Unaudited   Unaudited   Audited 
                                                                       6 months    6 months      Year 
                                                                          ended       ended     ended 
                                                                         31 Jan      31 Jan    31 Jul 
                                                                           2019        2018      2018 
                                                                        GBP'000     GBP'000   GBP'000 
         ----------------------------------------------------------  ----------  ----------  -------- 
          The profit is stated after charging expenses as follows: 
           Share-based payment charges - note 9                              96          96       192 
           Depreciation of owned property, plant and equipment              311         237       525 
           Amortisation                                                       6           -         2 
         ==========================================================  ==========  ==========  ======== 
 
 
         EBITDA represents profit from operations before depreciation and 
         amortisation. Underlying EBITDA represents EBITDA, as defined 
         above, adjusted for the share-based payment charges set out in 
         note 9 above. The Directors use EBITDA and underlying EBITDA as 
         key performance indicators of the Group's business. 
 
         The following table sets forth a reconciliation of EBITDA and 
         Underlying EBITDA to profits from operations for the periods indicated. 
                                                         Unaudited   Unaudited       Audited 
                                                    6 months ended    6 months    Year ended 
                                                       31 Jan 2019       ended        31 Jul 
                                                           GBP'000      31 Jan          2018 
                                                                          2018       GBP'000 
                                                                       GBP'000 
         ---------------------------------------  ----------------  ----------  ------------ 
          Profit from operations                             6,196       4,122         5,753 
           Depreciation                                        311         237           525 
           Amortisation                                          6           -             2 
         ---------------------------------------  ----------------  ----------  ------------ 
          EBITDA                                             6,513       4,359         6,280 
           Share-based payment charges - note 9                 96          96           192 
         ---------------------------------------  ----------------  ----------  ------------ 
          Underlying EBITDA                                  6,609       4,455         6,472 
         =======================================  ================  ==========  ============ 
 
           Underlying EBITDA margin                          10.0%        9.2%          7.4% 
         =======================================  ================  ==========  ============ 
 
 
 
         11. Profit before taxation 
 
         The Directors also monitor the Group's performance with respect 
         to profit before taxation and underlying profit before taxation. 
         Underlying profit before taxation represents profit before taxation 
         adjusted for the share-based payment charges set out in note 9 
         above. 
 
         The following table sets forth a reconciliation of profit before 
         taxation and underlying profit before taxation for the periods 
         indicated. 
                                                         Unaudited   Unaudited       Audited 
                                                    6 months ended    6 months    Year ended 
                                                       31 Jan 2019       ended        31 Jul 
                                                           GBP'000      31 Jan          2018 
                                                                          2018       GBP'000 
                                                                       GBP'000 
         ---------------------------------------  ----------------  ----------  ------------ 
          Profit before taxation                             5,852       3,942         5,423 
           Share-based payment charges - note 9                 96          96           192 
          Underlying profit before taxation                  5,948       4,038         5,615 
         =======================================  ================  ==========  ============ 
 
 
 
         12. Taxation                                                     Unaudited   Unaudited       Audited 
                                                         6 months ended    6 months    Year ended 
                                                            31 Jan 2019       ended        31 Jul 
                                                                GBP'000      31 Jan          2018 
                                                                               2018       GBP'000 
                                                                            GBP'000 
         --------------------------------------------  ----------------  ----------  ------------ 
          Total tax expense                                       1,201         818         1,141 
           Tax on share-based payment charges                         -           -             - 
          Tax expense on underlying profit before 
           taxation                                               1,201         818         1,141 
         ============================================  ================  ==========  ============ 
 
 
         The interim period tax charge is accrued based on the estimated 
         average annual effective income tax rate of 20.4% (six months 
         ended 31 January 2018: 20.8%; year ended 31 July 2018: 21.0%). 
 
         The effective income tax rates on the underlying profit before 
         taxation was 20.1% (six months ended 31 January 2018: 20.3%; year 
         ended 31 July 2017: 20.3%). 
 
         The Chancellor announced in his Budget on 16 March 2016 that the 
         main rate of corporation tax will be reduced to 17% from 1 April 
         2020 and the future current tax charges will reduce accordingly. 
 
 
         13. Earnings per share 
 
         Basic earnings per share is calculated by dividing the net income 
         for the period attributable to ordinary equity holders by the 
         weighted average number of ordinary shares outstanding during 
         the period. 
         Diluted earnings per share amounts are calculated by dividing 
         the profit attributable to owners of the parent by the weighted 
         average number of ordinary shares in issue during the financial 
         year, adjusted for the effects of potentially dilutive options. 
         The dilutive effect is calculated on the full exercise of all 
         potentially dilutive ordinary share options granted by the Group, 
         including performance-based options which the Group considers 
         to have been earned. 
 
         The calculations of earnings per share are based on the following: 
                                                             Unaudited    Unaudited       Audited 
                                                        6 months ended     6 months    Year ended 
                                                           31 Jan 2019        ended        31 Jul 
                                                               GBP'000       31 Jan          2018 
                                                                               2018       GBP'000 
                                                                            GBP'000 
         -------------------------------------------  ----------------  -----------  ------------ 
          Profit for the period                                  4,651        3,124         4,282 
 
                                                                Number       Number        Number 
          Weighted average number of shares - basic         82,169,600   82,169,600    82,169,600 
           Share options                                             -            -             - 
         -------------------------------------------  ----------------  -----------  ------------ 
          Weighted average number of shares - 
           diluted                                          82,169,600   82,169,600    82,169,600 
 
                                                                 Pence        pence         pence 
          Profit per share - basic                                 5.7          3.8           5.2 
           Profit per share - diluted                              5.7          3.8           5.2 
         ===========================================  ================  ===========  ============ 
 
 
         No dilution arises in the 6 months ended 31 January 2019 as the 
         hurdle for the MIP Option Scheme (explained further in note 26 
         of the financial statements for the year ended 31 July 2018) was 
         not achieved based upon the interim measurement of the criteria 
         as at 31 January 2019. 
 
         The underlying earnings per share referred to below is based on 
         the underlying profit for the period, which reflects the profit 
         for the period after adding back the share-based payment charges 
         set out in note 9 above and the tax effects as set out in note 
         12 above. 
                                                             Unaudited    Unaudited       Audited 
                                                        6 months ended     6 months    Year ended 
                                                           31 Jan 2019        ended        31 Jul 
                                                               GBP'000       31 Jan          2018 
                                                                               2018       GBP'000 
                                                                            GBP'000 
         -------------------------------------------  ----------------  -----------  ------------ 
          Underlying profit before taxation - note 
           11                                                    5,948        4,038         5,615 
          Taxation on underlying profit before 
           taxation - note 12                                  (1,201)        (818)       (1,141) 
         -------------------------------------------  ----------------  -----------  ------------ 
          Underlying profit for the period                       4,747        3,220         4,474 
 
                                                                Number       Number        Number 
          Weighted average number of shares - basic         82,169,600   82,169,600    82,169,600 
 
                                                                 pence        pence         pence 
          Underlying profit per share - basic                      5.8          3.9           5.4 
         ===========================================  ================  ===========  ============ 
 
 
         14. Dividends                                     Unaudited   Unaudited       Audited 
                                         6 months ended    6 months    Year ended 
                                            31 Jan 2019       ended        31 Jul 
                                                GBP'000      31 Jan          2018 
                                                               2018       GBP'000 
                                                            GBP'000 
         ----------------------------  ----------------  ----------  ------------ 
          Final dividend paid                     1,508       2,872         2,872 
           Interim declared and paid                  -           -           682 
         ----------------------------  ----------------  ----------  ------------ 
                                                  1,508       2,872         3,554 
         ============================  ================  ==========  ============ 
 
          Per share - adjusted                    pence       pence         pence 
         ----------------------------  ----------------  ----------  ------------ 
          Final dividend paid                     1.890       3.495         3.495 
           Interim declared and paid                  -           -         0.830 
         ----------------------------  ----------------  ----------  ------------ 
                                                  1.890       3.495         4.325 
         ============================  ================  ==========  ============ 
 
 
         The final dividend declared in respect of the year ended 31 July 
         2018 was paid in the 6 months ended 31 January 2019. 
 
         An interim dividend of 1.16 p per share was approved by the Board 
         on 26 April 2019 and will be paid on 26 July 2019 to shareholders 
         on record as at 5 July 2019. 
 
 
         15. Property, plant and equipment                              Unaudited   Unaudited    Audited 
                                           as at       as at      as at 
                                     31 Jan 2019      31 Jan     31 Jul 
                                         GBP'000        2018       2018 
                                                     GBP'000    GBP'000 
         ------------------------  -------------  ----------  --------- 
          Opening net book value           2,018       1,715      1,715 
            Additions                        202         412        829 
           Disposals                           -           -        (1) 
            Depreciation                   (311)       (237)      (525) 
         ------------------------  -------------  ----------  --------- 
          Closing net book value           1,909       1,890      2,018 
         ========================  =============  ==========  ========= 
 
 
 
         16. Trade and other receivables                                          Unaudited   Unaudited    Audited 
                                                       as at       as at      as at 
                                                 31 Jan 2019      31 Jan     31 Jul 
                                                     GBP'000        2018       2018 
                                                                 GBP'000    GBP'000 
         ------------------------------------  -------------  ----------  --------- 
          Trade receivables                           18,339      10,348     13,510 
           Other receivables and prepayments           1,358       1,180      1,281 
                                                      19,697      11,528     14,791 
         ====================================  =============  ==========  ========= 
 
 
         The Directors believe that the carrying value of trade and other 
         receivables represent their fair value. Trade and other receivables 
         are denominated in Sterling, US Dollars, Euros and Canadian Dollars. 
         In determining the recoverability of trade receivables, the Group 
         considers any change in the credit quality of the receivable from 
         the date credit was granted up to the reporting date. 
 
         17. Trade and other payables                                        Unaudited   Unaudited    Audited 
                                                     as at       as at      as at 
                                               31 Jan 2019      31 Jan     31 Jul 
                                                   GBP'000        2018       2018 
                                                               GBP'000    GBP'000 
         ----------------------------------  -------------  ----------  --------- 
          Trade payables                             9,134       5,640      8,610 
           Accruals                                  4,952       4,468      3,723 
           Other taxes and social security             874       1,048        198 
                                                    14,960      11,156     12,531 
         ==================================  =============  ==========  ========= 
 
 
         Trade payables principally consist of amounts outstanding for 
         trade payables and ongoing costs. They are non-interest bearing 
         and are normally settled on 30 to 60 days terms. 
         The Directors consider that the carrying value of trade and other 
         payables approximates their fair value. Trade and other payables 
         are denominated in both Sterling and US Dollars. UP Global Sourcing 
         Holdings plc has financial risk management policies in place to 
         ensure that all payables are paid within the credit timeframe 
         and no interest has been charged by any suppliers as a result 
         of late payment of invoices during the period. 
 
         18. Borrowings                                                        Unaudited   Unaudited    Audited 
                                                                     as at       as at      as at 
                                                               31 Jan 2019      31 Jan     31 Jul 
                                                                   GBP'000        2018       2018 
                                                                               GBP'000    GBP'000 
          Current 
         --------------------------------------------------  -------------  ----------  --------- 
          Bank overdraft and invoice discounting                     4,365       1,321      4,503 
           Import loans                                              7,924       2,841      6,530 
         --------------------------------------------------  -------------  ----------  --------- 
                                                                    12,289       4,162     11,033 
          Less: Unamortised debt issue cost                           (20)        (30)       (41) 
         --------------------------------------------------  -------------  ----------  --------- 
                                                                    12,269       4,132     10,992 
         ==================================================  =============  ==========  ========= 
 
          Non-current 
          Revolving credit facility                                  1,864       2,698      1,893 
         --------------------------------------------------  -------------  ----------  --------- 
                                                                     1,864       2,698      1,893 
          Less: Unamortised debt issue cost                           (17)        (41)       (29) 
         --------------------------------------------------  -------------  ----------  --------- 
                                                                     1,847       2,657      1,864 
         ==================================================  =============  ==========  ========= 
 
          Total borrowings                                          14,116       6,789     12,856 
         ==================================================  =============  ==========  ========= 
 
          The earliest that lenders of the above borrowings 
          require repayment is 
          as follows: 
          In less than one year                                     12,289       4,162     11,033 
           Between one and two years                                 1,864           -      1,893 
           Between two and five years                                    -       2,698          - 
           Less: Unamortised debt issue cost                          (37)        (71)       (70) 
         --------------------------------------------------  -------------  ----------  --------- 
                                                                    14,116       6,789     12,856 
         ==================================================  =============  ==========  ========= 
 
 
 
 
         The Group is funded by external bank facilities provided by HSBC. 
         The facilities provide the ongoing funding of the Group and comprise 
         a revolving credit facility of GBP6.2 m, an import loan facility 
         of GBP8.7 m and an invoice discounting facility of GBP17 m. The 
         revolving credit facility runs to July 2020, the invoice discounting 
         facility to June 2020 and the import loan facility, which is repayable 
         on demand, is subject to annual renewal. 
 
 
         19. Financial instruments 
 
         a) Principal financial instruments 
         The principal financial instruments used by the Group, from which 
         financial instrument risk arises are as follows: 
                                                               Unaudited   Unaudited    Audited 
                                                                   as at       as at      as at 
                                                             31 Jan 2019      31 Jan     31 Jul 
                                                                 GBP'000        2018       2018 
                                                                             GBP'000    GBP'000 
         ------------------------------------------------  -------------  ----------  --------- 
          Trade and other receivables                             18,339      10,348     13,510 
          Derivative financial instruments - assets                  361          29        985 
          Trade and other payables                                14,086      10,108     12,333 
          Derivative financial instruments - liabilities               6         589          - 
          Borrowings                                              14,116       6,789     12,856 
          Cash and cash equivalents                                  157         122         95 
         ================================================  =============  ==========  ========= 
         b) Financial assets 
         The Group held the following financial assets at amortised cost: 
                                          Unaudited   Unaudited    Audited 
                                              as at       as at      as at 
                                        31 Jan 2019      31 Jan     31 Jul 
                                            GBP'000        2018       2018 
                                                        GBP'000    GBP'000 
         ---------------------------  -------------  ----------  --------- 
          Cash and cash equivalents             157         122         95 
           Trade receivables                 18,339      10,348     13,510 
                                             18,496      10,470     13,605 
         ===========================  =============  ==========  ========= 
 
 
         c) Financial liabilities 
         The Group held the following financial liabilities, classified 
         as other financial liabilities at amortised cost: 
                                Unaudited   Unaudited    Audited 
                                    as at       as at      as at 
                              31 Jan 2019      31 Jan     31 Jul 
                                  GBP'000        2018       2018 
                                              GBP'000    GBP'000 
         -----------------  -------------  ----------  --------- 
          Trade payables            9,134       5,640      8,610 
           Loans                   14,116       6,789     12,856 
           Other payables           4,952       4,468      3,723 
                                   28,202      16,897     25,189 
         =================  =============  ==========  ========= 
 
         d) Derivative financial instruments 
         The Group held the following derivative financial instruments, 
         classified as fair value through profit and loss on initial recognition: 
                                           Unaudited   Unaudited    Audited 
                                               as at       as at      as at 
                                         31 Jan 2019      31 Jan     31 Jul 
                                             GBP'000        2018       2018 
                                                         GBP'000    GBP'000 
         ----------------------------  -------------  ----------  --------- 
          Forward currency contracts             318       (589)        935 
           Interest rate caps                     39          17         42 
           Interest rate swaps                   (2)          12          8 
                                                 355       (560)        985 
         ============================  =============  ==========  ========= 
         The following is a reconciliation of the financial instruments 
         to the statement of financial position: 
                                                                                        Unaudited   Unaudited   Audited 
                                                                                            as at       as at     as at 
                                                                                           31 Jan      31 Jan    31 Jul 
                                                                                             2019        2018      2018 
                                                                                          GBP'000     GBP'000   GBP'000 
         ----------------------------------------------------------------------------  ----------  ----------  -------- 
          Trade receivables                                                                18,339      10,348    13,510 
           Prepayments and other receivables not classified as financial instruments        1,358       1,180     1,281 
          Trade and other receivables (note 16)                                            19,697      11,528    14,791 
         ============================================================================  ==========  ==========  ======== 
                                                                Unaudited   Unaudited    Audited 
                                                                    as at       as at      as at 
                                                              31 Jan 2019      31 Jan     31 Jul 
                                                                  GBP'000        2018       2018 
                                                                              GBP'000    GBP'000 
         -------------------------------------------------  -------------  ----------  --------- 
          Trade and other payables held at amortised cost          14,086      10,108     12,333 
           Social security and other taxes                            874       1,048        198 
         -------------------------------------------------  ------------- 
          Trade and other payables (note 17)                       14,960      11,156     12,531 
         =================================================  =============  ==========  ========= 
         Derivative financial instruments - Forward contracts 
         The Group mitigates the exchange rate risk for certain foreign 
         currency trade debtors and creditors by entering into forward 
         currency contracts. At 31 January 2019, the outstanding contracts 
         all mature within 12 months of the period end (31 January 2018: 
         12 months; 31 July 2018: 12 months). At 31 January 2019, the Group 
         was committed to buy US$33,000,000, to sell EUR15,250,000 and 
         to sell CA$175,000, paying and receiving respectively a fixed 
         sterling amount (31 January 2018: to buy US$15,750,000, to sell 
         EUR8,950,000 and to sell CA$90,000; 31 July 2018: to buy US$28,750,000, 
         to sell EUR12,400,000 and to sell CA$100,000). The forward currency 
         contracts are measured at fair value using the relevant exchange 
         rates for GBP:USD, GBP:EUR and GBP:CAD. The fair value of the 
         contracts at 31 January 2019 is an asset of GBP318,000 (31 January 
         2018: GBP589,000 liability; 31 July 2018: GBP935,000 asset). 
 
         Forward currency contracts are valued using level 2 inputs. The 
         valuations are calculated using the period end exchange rates 
         for the relevant currencies which are observable quoted values 
         at the period end dates. Valuations are determined using the hypothetical 
         derivative method which values the contracts based on the changes 
         in the future cash flows based on the change in value of the underlying 
         derivative. 
 
         All of the forward contracts to buy US Dollars and some of those 
         to sell Euros meet the conditions for hedge accounting, as set 
         out in the accounting policies of the financial statements for 
         the year ended 31 July 2018. 
 
         Derivative financial instruments - Interest rate swaps and interest 
         rate caps 
         The Group has entered into interest rate swaps and interest rate 
         caps to protect the exposure to interest rate movements on the 
         various elements of the Group's banking facility. As at 31 January 
         2019, protection was in place over an aggregate principal of GBP17,659,000 
         (31 January 2018: GBP11,702,000, 31 July 2018: GBP11,600,000). 
 
         All interest rate swaps meet the conditions for hedge accounting, 
         as set out in the accounting policies of the financial statements 
         for the year ended 31 July 2018. 
 
         Interest rate swaps and caps are valued using level 2 inputs. 
         The valuations are based on the notional value of the swaps and 
         caps, the current available market borrowing rate and the swapped 
         or capped interest rate respectively. The valuations are based 
         on the current valuation of the present saving or cost of the 
         future cash flow differences, based on the difference between 
         the swapped and capped interest rates contracts and the expected 
         interest rate as per the lending agreement. 
 
 
         20. Events occurring after the reporting period 
 
         Interim dividend 
         As disclosed in note 14, an interim dividend of 1.16 p per share 
         will be paid on 26 July 2019. 
 
         Save As You Earn Scheme 
         On 13 February 2019, the Company launched a Save As You Earn Scheme 
         (the "SAYE Scheme"), offering all eligible employees the opportunity 
         to participate in the future growth of the Company through the 
         granting of share options. Eligible employees were invited to 
         subscribe for options over ordinary shares of 0.25 pence each 
         with an exercise price of 39.5 pence per Ordinary Share, representing 
         a 20% discount to the average closing mid-market price between 
         15 January 2019 and 17 January 2019, being the three business 
         days prior to opening of the SAYE scheme for application. The 
         options have a savings contract start date of 1 March 2019 and 
         are exercisable between 1 March 2022 and 30 September 2022 for 
         the three-year contracts and between 1 March 2024 and 30 September 
         2024 for the five year contracts. 
         Out of 138 eligible employees, 95 elected to participate in the 
         SAYE Scheme and, pursuant to this, a grant of 1,268,914 options 
         over ordinary shares was made on 13 February 2019, equating to 
         1.54% of the current issued share capital of 82,169,600 ordinary 
         shares. It is currently intended that any future exercise of these 
         options will be satisfied through the ordinary shares currently 
         held in trust by the UP Global Sourcing Employee Benefit Trust 
         ("EBT") (see below), with no dilution to existing shareholders. 
         Purchase of own shares 
         On 15 February 2019 the "EBT" acquired a further 155,807 shares 
         in the Company for a total cost of GBP101,995, including the associated 
         acquisition costs. Following this transaction, the EBT holds 2,526,807 
         shares, representing 3.1% of the Company's issued share capital 
         with voting rights. 
 
         Awards under the Company's Performance Share Plan 
         On 11 March 2019, options over 1,120,000 ordinary shares in the 
         Company were granted, at nominal value, to certain employees, 
         under the rules of the Company's Performance Share Plan (the "PSP"), 
         to retain and incentivise certain members of senior management. 
 
         Following a three-year performance period, commencing on 1 August 
         2019 and ending on 31 July 2022, the options may then vest over 
         a two-year period commencing on the assessment by the Remuneration 
         Committee of the performance conditions, and lapse on the tenth 
         anniversary of the date of grant. The options are subject to rigorous 
         financial performance conditions and continued employment within 
         the Group. It is currently intended that any future exercise of 
         these options will be satisfied through the ordinary shares currently 
         held in trust by the "EBT" (see above), with no dilution to existing 
         shareholders 
 
 
         21. Related party transactions                                                        Unaudited   Unaudited    Audited 
                                                                  6 months    6 months       Year 
                                                                     ended       ended      ended 
                                                                    31 Jan      31 Jan     31 Jul 
                                                                      2019        2018       2018 
                                                                   GBP'000     GBP'000    GBP'000 
         -----------------------------------------------------  ----------  ----------  --------- 
          Transactions with related companies and businesses: 
           Rent paid to Heron Mill Limited                             143         120        285 
           Rent paid to Berbar Properties Limited                       90          90        180 
         =====================================================  ==========  ==========  ========= 
 
 
 
         22. Future significant accounting changes: IFRS 16, Leases 
 
         The new standard recognises a leased asset and a lease liability 
         for almost all leases and requires them to be accounted for in 
         a consistent manner. This introduces a single lessee accounting 
         model and eliminates the previous distinction between an operating 
         lease and a finance lease. 
 
         IFRS 16 will be first adopted in the Group's report and accounts 
         for the year ending 31 July 2020, with adoption being on a full 
         retrospective basis, including the restatement of the balance 
         sheet at 31 July 2018 and restatement of the income statement 
         for the year ending 31 July 2019. 
 
         Current significant operating leases include the Group's four 
         principal properties (Manor Mill, Heron Mill, Guangzhou and Cologne) 
         along with certain other plant and equipment. 
 
         The Group is finalising its assessment of IFRS 16 with some further 
         work still required to determine the final impact however current 
         indications of the impact on the income statement for the six 
         months ended 31 January 2019 are as follows: 
 
                                                      IFRS 16 impacts 
                            Pre IFRS16     Rental     Depn charge           Finance   Post IFRS16 
                                          charges    increased(2)   costs increased 
                                 GBP'm    removed           GBP'm               (3)         GBP'm 
                                              (1)                             GBP'm 
                                            GBP'm 
         ----------------  -----------  ---------  --------------  ----------------  ------------ 
          EBITDA                   6.5        0.4               -                 -           6.9 
          Depreciation 
           and 
           amortisation          (0.3)          -           (0.4)                 -         (0.7) 
         ----------------  -----------  ---------  --------------  ----------------  ------------ 
          Profit from 
           operations              6.2        0.4           (0.4)                 -           6.2 
          Finance costs          (0.3)          -               -                 -         (0.3) 
          Profit before 
           tax                     5.9        0.4           (0.4)                 -           5.9 
          Income tax             (1.2)          -               -                 -         (1.2) 
                           -----------  ---------  --------------  ----------------  ------------ 
          Profit after 
           tax                     4.7        0.4           (0.4)                 -           4.7 
         ================  ===========  =========  ==============  ================  ============ 
 
 
         (1) EBITDA will increase as operating lease rental charges are 
         removed. 
         (2) Depreciation will increase with the additional charge on the 
         right of use assets. 
         (3) Finance charges will increase due to the interest on the finance 
         leases. 
 
         The more significant impact from the introduction of IFRS 16 will 
         be on the balance sheet, where, including some estimation, current 
         indications of the cumulative impact from the restatement on the 
         prior periods' income statements and from the recognition of assets 
         and liabilities as at 31 January 2019, are as follows: 
                                                        IFRS 16 impacts 
                                Pre IFRS16      Right of   Lease liability    Other   Post IFRS16 
                                               use asset           brought 
                                                 brought        on balance 
                                              on balance             sheet 
                                     GBP'm         sheet                      GBP'm         GBP'm 
                                                   GBP'm             GBP'm 
         --------------------  -----------  ------------  ----------------  -------  ------------ 
          Property, plant and 
           equipment                   1.9           3.4                 -        -           5.3 
          Lease liabilities              -             -             (3.7)        -         (3.7) 
          Other receivables 
           and 
           payables                    8.6             -                 -      0.1           8.7 
                               ----------- 
          Net assets                  10.5           3.4             (3.7)      0.1          10.3 
         ====================  ===========  ============  ================  =======  ============ 
 
 
         There will be no impact on net cash flow. 
 
         Statement of Directors' Responsibilities 
 
         The Directors' confirm that these consolidated condensed interim 
         financial statements have been prepared in accordance with International 
         Accounting Standard 34 Interim Financial Reporting, as adopted 
         by the European Union. The interim management report includes 
         a fair review of the information required by DTR 4.2.7 and DTR 
         4.2.8, namely: 
 
          *    an indication of important events that have occurred 
               during the first six months and their impact on the 
               condensed set of financial statements, and a 
               description of the principal risks and uncertainties 
               for the remaining six months of the financial year; 
               and 
 
 
 
          *    material related party transactions in the first six 
               months and any material changes in the related party 
               transactions described in the last annual report. 
 
 
 
         The Directors of UP Global Sourcing Holdings plc are listed on 
         pages 32 to 35 of the Group's Annual Report for the year ended 
         31 July 2018, which is available on the Group's website, www.upgs.com. 
 
         For and on behalf of the board of directors 
          Andrew Gossage       Graham Screawn 
           Managing Director    Chief Financial Officer 
           26 April 2019        26 April 2019 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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