Annual Report 2006 Contents
Section 1 – Review
02 Financial highlights
03 Chairman’ s statement
06 Chief executive’ s review
11 United Kingdom
14 Northern Europe
16 Southern Europe
18 Financial review
22 Corporate and social responsibility
Section 2 – The board
24 Board of directors
25 Directors’ report
27 Directors’ responsibility
28 Corporate governance
33 Remuneration report
Section 3 - Results
38 Independent auditor’ s report 
40 Financial statements
44 Notes to the financial statements
72 Five year record
73 Shareholder information Uniq Annual Report 2006 01
We are a European chilled convenience food group
enjoying many market-leading positions, selling 
our products in 12 countries.
We manufacture in Belgium, Germany, the
Netherlands, Poland, Spain, France and 
the UK and employ 7,600 people.
We will unlock the potential of Uniq through :-
• a passion for growth
• customer intimacy and profitable differentiated
innovation
• world class manufacturing with integrated 
supply chains
• high performing people and culture 02 Uniq Annual Report 2006
Financial highlights
2006 2005
£m £m
Revenue 825.1 879.0
Before significant items
Operating profit 13.5 28.3
Profit before tax 4.6 22.6
Adjusted (loss)/earnings per share
(2)
(0.2)p 15.0 p
Proposed final dividend 4.5 p 4.5 p
Significant items
(1)
(30.6) (86.2)
After significant items
Operating loss (17.1) (57.9)
Loss before tax (26.0) (63.6)
Basic loss per share (22.6)p (67.8)p
1
Significant items are those which, because of size or incidence, require separate disclosure to enable underlying trading performance to be assessed. At the full year they
amounted to £30.6 million, all of which is charged to operating profit, principally comprising the onerous elements of the Wincanton distribution contract, the group’s
‘Fit for Purpose’ and Supply Chain programmes and asset impairments of the Spanish business.
2
Adjusted earnings per share exclude significant items, prior year tax credits and exchange gains and losses arising on non-permanent inter company loans.
Note: Unless otherwise stated, operating profit refers to operating profit before significant items. References to constant currency have been calculated by applying
2005/6 average exchange rates to 2004/5 local currency amounts. 
●
Wide ranging organisational and management changes to address unsatisfactory
trading performance.
●
Improving performance in second half with operating profit before significant 
items down £1.9 million on prior year compared with a decline of £12.9 million 
in the first half.
●
Beneficial impact of new UK management team being seen:
– significant price increases secured across the range
– turned around performance versus prior year in second half.
●
Key appointments made in Northern Europe to address £9.1 million drop 
in operating profit.
●
Southern Europe delivers fourth consecutive year of operating profit growth 
to £25.2 million.
●
Significant items reflect the legacy issues and restructuring programmes.
●
Dividend maintained reflecting board’s expectation of a strong recovery.
●
New bank facilities negotiated to 31 March 2008. ●
Improved focus and pace following
senior management changes
●
Foundations for recovery established
●
Crystallising shareholder value through
timely divestments
●
Reducing financial and pension risks
Managing change
Everyone working at Uniq will have noticed the much increased
business focus and heightened pace of activity that have
followed from the significant changes that have been made this
year to the senior management team. These started with the
appointment in August 2005 of Geoff Eaton as chief executive
and since then new leadership has also been introduced in both
the UK and Northern Europe divisions. 
The chief executive’ s review sets out Geoff’ s assessment of the
potential of the Uniq businesses and the thinking behind the
performance improvement initiatives that he and his new team
have put in place. Our major customers, particularly in the UK,
have reacted favourably to the recent changes at Uniq and this
provides an important underpinning for the recovery plans.
In the current financial year and beyond, the board is confident
that all our key stakeholders – and particularly Uniq’ s shareholders
and employees – can share in the rewards from the many
initiatives that are being taken to unlock the true potential of Uniq. 
Financial performance
The highly unsatisfactory trading performance for the financial
year to March 2006 clearly demonstrates why some tough
decisions and decisive actions were needed in changing the
executive team and realigning organisational structures. Uniq 
has a strong portfolio of businesses. We have, however, paid 
the price of not keeping in close enough touch with a number 
of our key customers and failing to move at the pace that is
required to succeed in the dynamic but challenging convenience
food market.
The Southern Europe division had another successful year the
results from both the UK and Northern Europe were sharply
down. At the group level, operating profit at £13.5 million
compares with £28.3 million in 2004/5 from revenues of
£825.1 million, down 6% on the prior year. Some comfort in
terms of the early impact of the recovery plans can, however, 
be taken from the phasing between the first and second half.
Operating profit was down only £1.9 million in the second half
compared with a decline of £12.9 million in the first half.
The 52% fall in operating profit together with a higher interest
expense meant that pre-tax profits before signigicant items,
reduced by 80% to £4.6 million. The adjusted earnings per share
was a loss of 0.2 pence. 
Chairman’ s statement 
Uniq Annual Report 2006 03
Chairman
Nigel Stapleton 04 Uniq Annual Report 2006
In Southern Europe the operating profit of £25.2 million is 
a small improvement on the prior year performance despite 
very tough conditions in the frozen convenience foods market. 
The UK business incurred operating losses of £11.6 million (prior
year £5.5 million loss) due to an operating loss of £11.9 million
at the Minsterley desserts plant. This reflects some serious
shortcomings in handling this acquisition which dates back to
May 2004. In Northern Europe performance was break-even,
versus an operating profit of £9.0 million in the prior year. 
Although the competitive situation was tougher across all 
our markets last year and cost inflation created a new challenge, 
a large part of the deterioration in financial performance has
reflected our own shortcomings and we have taken rapid action
to recover the position.
With a cash outflow of £45.7 million (2004/5: £16.3 million
outflow), Uniq’ s net indebtedness increased to £74.5 million 
by the year end. A significant part of the cash outflow reflects
legacy issues arising from Uniq’ s evolution from the Unigate
group. Payments towards reducing the deficit on the UK defined
benefit scheme and servicing the onerous element of the
distribution contract that was put in place when Wincanton 
was demerged, absorbed £23 million of cash last year and both
are a continuing burden. 
However, as described below, the potential disposals of our
French spreads and Belgian salad businesses will go a long way to
alleviate the pension fund burden, furthermore, we are exploring
all possible avenues to mitigate the cost of the Wincanton
distribution contract which, in any extent, expires in 2009.
We have just agreed the replacement of our banking facilities
which fell due for expiry in October 2006. These new facilities
will provide the company with the funding to implement both
the recovery plans and a strategic reshaping of the business. 
Group strategy
Part of Uniq’ s recent problems can be attributed to the
challenges of seeking to develop too many disparate businesses.
The board has therefore decided that we should focus on a
smaller number of convenience foods businesses which we judge
to have the highest potential for significant profit growth and
shareholder value creation. Consequently, we have decided 
to explore the sale of our French spreads and Belgian salad
businesses. Collectively these businesses accounted in the
financial year ending March 2006 for 12% of group revenues.
Belgian salads generated an operating margin of 12% and French
spreads has the highest margin and is the largest contributor 
to profits in Southern Europe. Both businesses have been
significant and consistent contributors to the group’ s performance.
Uniq will, therefore, change significantly during the year ahead.
We will seek to minimise the financial risk through de-leveraging
the balance sheet. The UK pension deficit will be supported by
Sterling cash balances rather than Euro denominated operating
profits and future payments towards reducing the deficit will 
be sourced from these balances rather than from operating cash
flows. Growth will be underpinned by our recovery plans in the
UK, Netherlands, Germany and Poland and the potential in our
convenience business in France. 
Your board believes there is significant opportunity for adding
value through the increase in focus on this narrower and more
relevant field of activity, supported by a strong balance sheet
and an experienced management team. 
Dividend
The board is recommending a final dividend of 4.5 pence per
share, unchanged from last year. This reflects the confidence 
of the board that the new management and the more focused
strategy will deliver a financially sound business with significant 
growth potential.
Corporate governance
The board has continued to review closely its compliance with
the revised Combined Code on corporate governance and a full
report on the extent of compliance is set out in the corporate
governance and remuneration reports on pages 28 to 37.
Board changes
Geoff Eaton joined as chief executive on 1 August 2005 
and Dr Matthew Litobarski was appointed as a non-executive
director on 1 June 2005. Geoff is a chartered accountant 
and has extensive experience in change management through
roles in corporate development and general management with
Tomkins plc and subsequently as chief executive of Isis Research.
Matthew has recently retired from full time executive duties 
at Cadbury Schweppes plc and brings to the board a broad
experience of European business, particularly in the operations
and logistics field.
Martin George left the board on 10 December 2005 because 
of potential conflict of interest arising from an extension of 
his executive responsibilities at British Airways. The board has
benefited considerably from the commitment and experience
Chairman’ s statement continued
Mar 04 May 04 Oct 04 Mar 05
Three functionally organised
divisions and a Pan European
structure
End of offer period
Minsterley acquired
Start of offer period Uniq Annual Report 2006 05
that Martin contributed during his tenure and would like 
to thank him for his valued contribution to the group. 
Two further non-executive board appointments have been
announced since the year end, to take effect from 12 June 2006.
Ross Warburton is appointed as deputy chairman and Belinda
Gooding as a non executive director. Ross has spent many 
years in the UK food industry, initially in executive roles with 
the family bakery business of Warburtons Limited where he 
was chairman until 2001, and most recently as chairman of
Richmond Foods plc and a number of other businesses. Belinda
Gooding is chief executive of Duchy Originals and has also spent
most of her career in the food industry.
Geoff Eaton, Ross Warburton and Belinda Gooding will be
proposed for election at the 2006 AGM. 
Pension scheme
In August 2005, Paul Manduca replaced Richard Gelling as
chairman of the board of the UK pension fund. Uniq’ s obligations
to this defined benefit pension scheme remain extremely
significant in relation to the size of the group and added
complexity is introduced by the requirements of the 2004
Pensions Act. The board is, therefore, very pleased that a 
person of Paul’ s calibre, with many years of senior experience 
in investment management, has agreed to take this key role.
A full actuarial valuation of the UK fund is being undertaken as 
at 1 April 2006, a year sooner than normal, which will enable
the company and the Trustee to give early consideration to the
scheme specific funding requirement of the 2004 Pensions Act.
People
Implementing the recovery plans that Geoff Eaton describes 
in his chief executive’ s report have imposed a very significant
project workload to which everybody in the business has
contributed to some degree. Our recovery will be based largely
on the experience and actions of our people and, on behalf of
the board; I want to thank all of them for their hard work and
commitment during the past year.
Risks and uncertainties
The strategic reshaping of the business will unlock value in 
Uniq, will increase our focus on fewer operations and will reduce
financial and pension risk inherent in the business. However
there are a number of residual risks for the group in the year
ahead. The new UK structure is starting to function effectively,
but the pace at which it will deliver new business and improve
margins is still unconfirmed. In France the changes introduced 
by our decision to explore the sale of the spreads business will
create uncertainty. We have already taken action to minimise
this uncertainty and intend to communicate fully with all parties
throughout the period of change. In Northern Europe the main
challenge is that of competitive pressure and the new
management team is structured to reduce this risk. On top 
of these trading risks the group is exposed over the long term 
to the scale of the UK pension scheme.
Outlook
The improving trend in performance that was achieved in 
the second half of last year should continue into the current
financial year. 
We expect a significant recovery in the UK performance this
year, sourced from underlying market growth, cost reductions,
efficiency improvements at Minsterley and the price increases
secured at the end of the last financial year. The changes made 
in Northern Europe are more recent and any improvement in
performance versus last year is likely to be modest and evident
only in the second half. In Southern Europe it will be a
challenging year as we manage a significant change programme
and develop plans to secure the future growth of a stand-alone
convenience foods business including a significant increase in
media and marketing expenditure. 
Overall the board is confident that the significant and far
reaching changes that have been made across the business 
will, during the next year, start to demonstrate the true 
potential of Uniq.
Nigel Stapleton
Chairman
6 June 2006
Aug 05 Jun 06 Sept 05 Feb 06 Mar 06
Board abandon Pan
European Strategy
Appointment of new CEO
Resignation of CEO
Appointment of new independent
chairman of pension trustee board
Implement reorganisation in UK
Approve reorganisation in NE 
Adopt new UK 3 year plan
Decide new strategic focus
Appoint Ross Warburton
and Belinda Gooding 06 Uniq Annual Report 2006
●
Realigned organisational structures
●
Encouraging entrepreneurial leadership
●
Focused on customers and innovation
●
Accountability and fast decision making
●
Building a high performing culture
Introduction
As chief executive, I see my role as unlocking the true potential
of Uniq. 
Within two months of joining in August 2005 it became 
evident that this would be an even greater challenge than I had
anticipated because the trading results were deteriorating faster
than expected. This prompted a profit warning last September
and an outcome for the year that, whilst in line with our revised
expectation, does not begin to reflect the inherent strengths 
of the Uniq business portfolio. 
My first task was to review the businesses and identify 
the priority areas. It was immediately apparent that the
circumstances of each of the three divisions were different.
Southern Europe had consistently delivered in line with
expectations, so my initial efforts were directed towards 
the UK and Northern Europe. 
UK
The UK was in need of the most urgent attention, with 
a centralised structure that was proving unable to service the
diverse needs of its private label customer base. The division
lacked focus and proper accountability and was experiencing 
a major drain of resources and cash at the Minsterley 
desserts plant.
I quickly concluded that new and experienced leadership was
needed to address these issues and to take the division back to
profitability. I therefore appointed Rick Turnbull as UK managing
director. Rick has a very clear vision of the type of organisation
that works well in partnership with the major UK retailers and
many years of experience leading such organisations.
We sought to build on the UK division’ s fundamental 
strengths, namely:
● Its markets have significant potential for growth and
innovation and are well placed to benefit from the positive
trends of health, premiumisation and convenience;
● It has product categories which can achieve price premiums
and profitable growth, but only if we work in partnership with
our key customers; and
● The factories are well invested, have an excellent skill base
and the fundamentals of food safety and quality are
embedded in the culture.
Chief executive’ s review
Chief executive
Geoff Eaton
Aug 05 Sept 05
Take up appointment
Understand the business
and customer needs
Identify the strengths
and weaknesses
Appoint new UK MD
Reverse Evercreech
closure decision
Create UK customer
focused business units Uniq Annual Report 2006 07
In October 2005, we launched a reorganisation of the division
into six new independent entrepreneurially-led, customer
focused, profit-accountable business units:
● Three businesses (Evercreech, Paignton and Minsterley)
producing desserts and cottage cheese, each with a 
different key customer focus;
● Northampton sandwiches and dips;
● Smedleys prepared salads in Spalding; and 
● Pinneys fish and ready meals in Annan.
We reversed an earlier decision to close Evercreech and transfer
its production to Minsterley. Reflecting the new strategy to build
our desserts businesses on quality and innovation, not volume,
Evercreech will remain a key part of the UK business. 
These six business units are supported by a small central team,
with the key roles of mentoring and performance monitoring.
Co-operation and co-ordination are encouraged across a wide
range of activities, including purchasing, customer relations,
talent sourcing and development, lean manufacturing, pricing
strategy and systems development. The objective is to create
more value than the sum of the parts, without undermining the
drive and ownership that comes from the autonomy and
individual responsibility of the business units. 
Our key priorities in the UK are right-sizing the cost base,
improving the gross margin, achieving a profitable business
model at Minsterley and nurturing effective leadership at all
levels in the organisation.
At Minsterley, customer service problems have already been
addressed and we have developed detailed plans for recovery 
in the other areas of weakness. Although the numerous problems
have taken time to fix, we believe these initiatives will establish
Minsterley as a successful and profitable desserts supplier. 
Under the recovery plan Minsterley is expected to return to
profitability and generate positive cash flow by the fourth
quarter of the new financial year.
The foundations for long term growth in the UK are now in place
and this is evidenced by the improving relationships with each 
of our key customers. High service levels were delivered during
the demanding Christmas period and we have secured price
increases in March and April across most of our product range,
which will be worth £10 million in a full year. Additionally, we
have reinforced our management capability through a number 
of experienced hires to key positions, most notable of which 
was Howard Sims who joined as managing director of Pinneys,
bringing with him strong and deep relationships with our largest
customer in the UK. 
The UK decentralisation has resulted in a reduction in annualised
costs of circa £9 million at a one off cash cost of £8 million and
a headcount reduction of 177; both the costs and the benefits
of this reorganisation are greater than anticipated at the half year. 
Further evidence of the benefits from the wide ranging initiatives
taken in the UK can be seen from a second half operating loss 
of £2.0 million which was favourable to last year’ s second half,
whereas the first half operating loss of £9.6 million was
£8.4 million worse than last year. It can therefore be seen that
we are on an improving trend.
We start the new financial year confident that the recovery 
is gathering pace with an organisation that is much better
positioned to serve its customers effectively and to generate
profitable growth through creativity and innovation.
Northern Europe
As the year progressed it became apparent that our Northern
European division was struggling. 
Despite a successful sale of the underperforming Nordic salad
business for net £9.3 million, which had reduced the geographic
scope of the business, the centralised regional structure was
failing to respond properly to the many challenges and
opportunities across its diverse markets. Sales were on a
downward trend and the margin enhancement and cost
reduction initiatives were not delivering the expected benefits.
The worsening trend is evidenced by the fact that a modest first
half operating profit of £0.8 million has reversed to an operating
loss of £0.9 million in the second half. In the prior year the
division had made an operating profit of £9.0 million.
Pending a full reappraisal, I focused the team on a smaller
number of cost reduction projects and made organisational
changes designed to increase the focus on local markets and 
to stimulate a better performance from sales and marketing.
In December 2005 I appointed Frans Rombouts as the new
managing director of the division. Frans brings considerable
general management experience including 20 years operating 
in the food industry throughout Northern Europe and he is
applying his proven entrepreneurial skills in addressing 
these problems. 
Oct 05 Nov/Dec Dec 05 Feb 06 Mar 06
Strengthen and change the
group's head office function
Focus on Minsterley recovery
Focus on delivering Christmas
Appoint new NE MD
Strengthen UK and NE teams
Develop NE recovery plans
Propose UK 3 year plan 
Establish strategic direction
Announce intention to sell Belgian
salad and French spreads businesses
Appoint new Marie
convenience group MD
Apr 06 Jun 06 Chief executive’ s review continued
Uniq Group - Enterprise Value £320m 
Equity 
(@ £1.41)
Net Pensions 
Deficit
Net Debt
£160m
£75m
£85m
£98m Sales to be divested
Spreads
Belgium
£63m
£35m
£717m Sales to be retained
UK Convenience
French
Convenience
Germany
Poland
Netherlands
£190m
£322m
£205m
UK – plus factors
•  Growth potential
•  Scope for innovation
•  Strong customers keen 
on premium quality
•  Well invested factories
•  Lots of skills 
NE – plus factors
•  Benelux highly profitable
•  Poland high growth 
emerging market
•  Growing product segments
•  Well invested factories
SE – plus factors
•  Strong spreads business
•  Marie brand and growing 
chilled market
•  Consistent delivery
Group – plus factors
•  Willingness to embrace
change
•  Fast decision making
•  Supportive shareholders
UK - issues
•  Overcentralised
•  Out of touch with 
customers
•  Lack of focus and
accountability
•  Inexperienced leadership
•  MINSTERLEY!
•  Losses
NE – issues
•  Overcentralised
•  Lack of focus on local
markets
•  Cost reduction initiatives
disappointing
•  Germany tough
•  High penetration of hard
discounters
SE – issues
•  Mature/declining frozen
market
•  Loi Jacob – increase in 
price competition
Group – issues
•  Pension deficit
•  Wincanton onerous contract
•  Poor cash flow
•  Too much debt and rising
UK - actions
•  Appoint Rick Turnbull
•  Decentralise
•  Encourage innovation
•  Reverse Evercreech closure
– M&S delighted
•  Fix Minsterley, big challenge
•  Add to bench strength –
Howard Sims appointment
NE – actions
•  Appoint Frans Rombouts
•  Decentralise
•  Focus on sales and
marketing
•  More accountability
•  Explore sale of Belgian
salads
SE – actions
•  Maintain stability
•  Re-launch Marie brand
•  Increase brand investment
•  Explore sale of spreads
•  Improve competitiveness
Group – actions
•  Balance needs of all
stakeholders
•  Improve quality of 
pension covenant
•  Refinance debt
Agenda for change Uniq Annual Report 2006 09
We have now decentralised to country business units. We are
moving to focus the factories on a smaller range of products
which will reduce complexity, cut costs and minimise the
investment needs. The management has been strengthened 
in key areas: one example is the appointment of a general
manager for Poland who will run our largest factory, where 
many opportunities have been identified to improve efficiency,
and bring greater focus to the fastest growing of our Northern
European markets. 
The business units are accelerating the pace of product
innovation. The brands are being revitalised through the
application of appropriate commercial support and the launch
of new products that meet the needs of the local market. 
The changes introduced in Northern Europe have been
implemented more recently than the UK and we will shortly 
be finalising our three year plan. However, we are already 
seeing some early evidence of a positive impact from these 
new initiatives and many opportunities to improve profit have
been identified. Although we expect the division to return to
profitability in the current financial year, this is unlikely to
happen until the second half and it will not be a major
contributor to group results in 2006/7. 
Southern Europe
Under the leadership of John Wood-Dow, the Southern Europe
division delivered to its budget, earning an operating profit 
of £25.2 million (prior year £24.8 million). This has provided
essential profit and cash support to the group during a period 
of underperformance in the other two divisions.
France comprises two strong businesses with very different
business dynamics. The spreads business, which is primarily
focused on the health segment, has delivered consistent 
growth at high margins, founded on successful brands and an
impressive technical base. The recent re-launch of ‘llô’ with the
new name of ‘Cholegram’ was well received and our market
share overall reached a record 31.8% by the year end in March.
We have an exciting pipeline of new products and an efficient,
lean organisation.
The Marie convenience business also has a terrific brand. 
Its future is founded on serving the growing chilled market 
and on tackling the challenges posed by a tough and mature
frozen market. 
Overall, volumes in our frozen business continue to decline. 
The Marie branded frozen business has been affected adversely
in recent months by the outcome of negotiations with retailers
and the increased price competition prompted by the French
Government’ s ‘Loi Jacob’ legislation. We have held volumes 
in food service and private label and have had further success 
in developing export markets. Recent progress in category
management and successful launches of new products gives 
us confidence we can arrest this decline. 
The Marie chilled business has continued to grow market 
shares in the sectors in which it competes. In early 2006, we
modernised and re-launched the Marie brand and are investing 
in higher levels of media support. Currently the brand has over
90% consumer awareness but achieves a rate of purchase of just
3.4 times per year per consumer. The challenge is to achieve
greater volume growth by increasing the effectiveness of this
well known brand which stands for good nutrition, quality
ingredients and convenience for busy and discerning consumers. 
I am pleased to report that Giampaolo Schiratti joins us on 
6 June 2006 as the new managing director of the Marie
convenience business. He will lead the next phase of development
as we focus our efforts on building competitiveness in the
convenience market in Southern Europe. Giampaolo brings
considerable experience and a successful track record from his
18 years in the food industry, most recently with another well
known branded convenience foods supplier, Bonduelle Groupe.  
Group
We have introduced a new financial control culture to support
the autonomous entrepreneurial style within the business units
and this is now coming into effect. We have also made new 
key appointments at head office and are simplifying the
processes through which the head office interacts with the 
three divisions.
Strategy – be pragmatic
•  Crystallise value through sale of French spreads and
Belgian salads
•  Pay down debt to reduce financial risk
•  Match the UK pension deficit with sterling cash 
•  Focus on recovery in UK and NE and building our
convenience business in France – we have the management
•  Good for shareholders, banks and pension trustees 
•  Create the resources to fund the business recovery
Early days, but upside looking good. 10 Uniq Annual Report 2006
The introduction in the new financial year of redesigned
incentive plans – which focus on growth in profit and return 
on capital and offer more significant rewards for superior
performance – have been well received.
Legacy issues and cash flow
Uniq has two legacy issues which have a significant adverse
impact on cash flow. An eight year distribution contract with
Wincanton, entered into when it was demerged from Uniq in
2001, imposes a pattern of distribution unsuited to our current
and future needs following the decentralisation of the UK
business. We have fully provided for the onerous element 
of this contract until it expires in 2009 but this legacy is costing
the business circa £8 million per annum in cash outlays. We are
exploring all possible avenues to mitigate these costs. 
The company’ s obligations to the UK defined benefit pension
scheme, where current employees comprise only 4% of the 
total membership, is a much larger legacy issue reflecting the
significant downscaling of what was the Unigate group. Uniq
continues to pay an additional £15 million per annum to the
scheme which is expected to pay down the IAS 19 deficit 
over a period of six to seven years. 
We have developed a still closer dialogue with the pension 
fund Trustee, and we are committed to building the quality 
of the covenant through our efforts to improve the group’ s
financial performance, particularly in the UK. We shall continue
to work with the Trustee to balance the financing needs of the
business with the tax efficient funding of the pension scheme.
Key priorities going forward
Across the group, since August 2005, we have made some 
far reaching changes in senior management and organisational
structures. We have empowered our business unit teams, we 
are starting to reconnect with our customers and markets and
we have secured a much greater focus and accountability for
profit improvement and raising the return on capital. We have
also much increased the speed and quality of decision making.
These changes have been in place for a relatively short period 
of time and our top priority for the next year is to ensure that
they become firmly embedded and have the expected
favourable impact on our financial performance.
The board believes strongly that these changes have started to
build the platform for recovery and we enter the new financial
year with confidence in the momentum of improvements across
all three divisions.
Nigel Stapleton has explained in his chairman’ s statement the
board’ s decision to focus on a smaller number of convenience
foods businesses which we judge to have the highest potential
for adding shareholder value. By far the most significant
divestment will be the possible sale of the French spreads
business. Over the next few months John Wood-Dow will lead
the sale process and work to ensure an orderly separation of the
spreads and convenience businesses but has decided thereafter
to leave the company to pursue other interests. The board is 
very grateful to John for his significant contribution to Uniq and,
in particular, for his leadership of the Southern Europe division
over the last four years, during which it has achieved a most
impressive performance. 
A further key priority for the current year therefore is to
implement successfully this divestment programme. Once
completed, the disposals we are exploring will crystallise value
for Uniq shareholders in a number of ways. Our bank debt will 
be eliminated, there will be sufficient cash to significantly reduce
our exposure to the IAS19 pension liability and we will have the
resources to support our plans for delivering better returns from
all the businesses we retain. 
My first ten months at Uniq have been both demanding and
exciting. I feel very fortunate to have been able to build such 
a strong team to help me in unlocking the potential in your
business. The board has been hugely supportive through this
period of rapid change. I have also been heartened by the
confidence expressed by our largest shareholders and the
growing support from our customers. Although it is still early
days, I am pleased with progress and I remain highly confident
about the future for Uniq.
Geoff Eaton
Chief executive
6 June 2006
Chief executive’ s review continued Uniq Annual Report 2006 11
United Kingdom
Managing director
Uniq United Kingdom
Rick Turnbull
●
Entrepreneurial business units launched
●
Customer relations improving
●
Evidence of recovery in second half
●
Significant price increases achieved
●
Recovery plan in place for Minsterley
In the UK we predominantly manufacture retail private label
products and have significant presence in the desserts and
sandwich markets with a smaller presence in fish and 
salad categories.
During the year we completed our transition to customer
focused business units, and are confident that this strategy 
will secure a more profitable UK business in the future.
Financial results
Overall a very disappointing result with the operating loss in 
the year increasing from £5.5 million last year to £11.6 million
this year, on sales down 1% at £321.8 million.
Heavily impacting this result the Minsterley business unit
operating loss rose before allocation of divisional overheads
from £6.7 million in the first half year by a further £5.2 million 
in the second half of the year for a full year loss of £11.9 million.
This compares to a loss of £3.4 million in the 10 months of
ownership for last year.
Excluding Minsterley and the major contract lost last year 
at Spalding, overall sales were down just over 3% reflecting a
difficult year for fish sales and a slight reduction in the co-pack
contract at Paignton.
Evercreech/Paignton/Minsterley: Sales £168 million 
(2004/5: £163 million)
Comprising over 50% of the UK business, we are the UK market
leaders in the chilled indulgent dessert market. Each business has
a dedicated customer focus and supplies own label desserts and
cottage cheese as well as producing branded desserts under
contract pack arrangements.
Sales were up overall by 3%, due to the annualised effect of 
the Minsterley business, which was acquired at the end of May
2004. At Minsterley we have continued to focus on operating
costs and have achieved reduced waste and headcount while
also focusing on a sustainable improvement in customer service
levels. While these measures are having some effect, we have
United Kingdom
2006 2005
£m £m
Turnover 321.8 325.2
Operating loss before significant items (11.6) (5.5)
Operating loss (30.0) (84.2)
Gross assets 165.6 152.9
Capital expenditure 23.3 12.6 12 Uniq Annual Report 2006
Net Sales
Desserts 47%
Sandwiches 27%
Fish 15%
Salads 6%
Cottage cheese 5%
been disappointed that the improvement has not been quicker
and we are tracking behind our recovery plan which anticipates 
a return to profitability in the fourth quarter of next year.
Evercreech, with its premium range of desserts has by contrast
had a good year, with comparable sales up 6% driven primarily
by growth in its M&S range, following the decision last
September to keep the site open. Paignton recorded sales 
down 4% principally as a result of slightly lower co-pack sales.
Northampton: Sales £86 million (2004/5: £81 million)
Operating from a modern automated factory in Northampton,
we are the leading supplier in the UK sandwich market. Through
our innovation and strong customer relationships we have seen
the sandwich business continue to grow, driven by the newer
concepts such as wraps and specialist breads.
This year has seen a very good performance from the
Northampton business with overall sales up 6% despite a
reduction in sales within the airport catering business due to 
the dispute between British Airways and Gate Gourmet and 
the overall effect of closing the Devizes manufacturing site.
Pinneys: Sales £48 million (2004/5: £49 million) 
An important sector for the UK business, operating from our site
at Annan in Scotland. We supply a range of fresh, smoked and
fish meal solutions to both the UK retailers and to our Southern
Europe division where they supply the French retail trade. 
A stronger second half performance saw sales end the year down
2% compared to the 4% reported for the first half year. This
reduction principally resulted from business losses during last year
and the exit from the Carrefour export business this year (which
also resulted in the closure of the processing site at Finnarts Bay).
Notwithstanding these factors it has been a tough year for the fish
business caused by both a shortage of fish and rising market prices.
Smedleys: Sales £20 million (2004/5: £32 million)
Our smallest business in the UK, operating from a modern facility
in Spalding, produces a range of dressed and pot salads sold
under retailers’ own label. The business runs a highly effective
production line and has significant potential for future growth.
United Kingdom continued
The rise 
of the 
sandwich
In 1762, John Montagu, the Fourth Earl of Sandwich, came
up with the ingenious idea of putting meat between two
slices of bread so that he would not get his fingers dirty
whilst playing cards. Since then, sandwiches have grown
to become the UK’ s favourite on-the-go lunchtime meal
with over 10 million sandwiches consumed every week 
in the UK.
At our Northampton site, we manufacture exclusively for
M&S and Supplair (the airline caterers) providing a range 
of high quality sandwiches and wraps. 
We now produce weekly over 700,000 sandwiches 
and over 300,000 wraps each week, covering over 40
different varieties of sandwich produced by a dedicated
workforce who pride themselves on the quality of the
hand crafted products.
With freshness the key to success in this market, speed is
of the essence. With convenience, health and indulgence
the key trends in the sandwich sector, the Northampton site
is in a strong position to capitalise on these growth areas.  After the loss last year of the J Sainsbury salad contract, the
factory cost base has been completely rationalised to reflect 
the lower sales. This rationalisation has enabled the business 
to recover towards profitability. With new business wins from
Iceland and Morrisons and further opportunities to pursue,
Smedleys is well set for future expansion.
Minsterley
The improvement of the Minsterley desserts business is one of
the key objectives for the group and UK management teams.
Over the last six months we have made a number of significant
changes to bring about this improvement including:
● The appointment of a dedicated business unit managing
director whose focus is 100% on Minsterley;
● The significant strengthening of the senior management team
who are both experienced and motivated;
● The introduction of daily performance indicators;
● A focus on both quality and service levels;
● A detailed plan to monitor progress against targets.
The daily performance tracking is the key tool that the business
is using to drive improvements. This performance tracking
considers all key inputs and outputs of the business as well as
focusing on a number of initiatives and business critical aspects
which when completed should significantly improve the
performance of the Minsterley business.
Outlook
Having achieved major price increases across the division the
UK’ s primary focus remains on significantly improving the results
at Minsterley. We believe that now we have the right culture and
people in place, it is only a matter of time before this business
returns to profit. Outside of Minsterley the UK has a strong set
of business units each having significant opportunity for
innovative growth.
Uniq Annual Report 2006 13
new product
launches in year
employees
3,324
products
256
N0.1
in premium desserts
market share
42%
manufacturer of
sandwich of the year
marketplace
Minsterley recovery tracker I
High impact:
Operational
stability
reliability
Accountability
Margin management
Business growth
Projects
Minsterley recovery tracker II
Business critical:
Skills
Plant decommissioning
Operational structures
Employment costs
Waste reduction
Service levels Our Northern European business is focused on the prepared salad and
fish markets and a much smaller sandwich business. W e manufacture
predominantly within each country producing a range of salad or fish
products for the differing tastes of consumers in each country.
It has been a tough year for Northern Europe with some significant
negative impacts from contracts lost in the prior year, increased
fish raw material costs combined with transition issues moving
some fish production to Poland, and market share declines on 
some of our key brands. As a result, in the second half of the year
we started to make a move away from operating a divisional
structure with regionally centralised sales, marketing, production
and logistics functions to creating much more responsive country 
and customer focused businesses.
Financial results
With the divisional result falling from an operating profit of 
£9.0 million last year to a loss of £0.1 million this year the results
were very disappointing. Excluding the £1.6 million pension benefit
in last year’ s results the principal reason for the dramatic change in
fortunes was due to the difficult trading conditions in Germany and
the slower than planned completion of the fish rationalisation
project which created both production and service inefficiencies.
Overall sales (excluding the disposal of the Nordic salad business)
were down 4% on last year at £240.1 million, with a 7%
reduction in Germany and Poland and a 10% reduction in the
Netherlands being offset by a 13% growth in Belgium and an
increase of 9% in sandwiches. 
Germany/Poland: Sales £149 million (2004/5: £160 million)
The business splits evenly between salad and fish products. Salads
are manufactured in a number of sites in Germany and sold either
under the Nadler brand or to private label and discount outlets.
Following the rationalisation of our fish processing business we
now manufacture nearly all our fish products in our upgraded 
and modernised factory in Poland.
With sales well down, the salad and fish business has had a very
difficult year. A large part of the decline was due to contracts lost
last year. In addition weakness on innovation and distribution 
Northern Europe
Northern Europe
2006 2005
£m £m
Turnover 250.4 280.9
Operating profit/(loss) before significant items (0.1) 9.0
Operating loss (4.1) (5.8)
Gross assets 181.2 183.7
Capital expenditure 7.4 6.8
14 Uniq Annual Report 2006
Managing director
Uniq Northern Europe
Frans Rombouts
●
New management revitalising business
●
Sales down 4%: Break-even result
●
Organisation focused on local markets
●
Fish transfer to Poland completed
●
Belgium successfully integrates Subliem Net Sales
Fish 33%
Salads 62%
Sandwiches 5%
Uniq Annual Report 2006 15
also meant our branded sales were not competitive versus lower
priced private label and branded competition. 
Margins continue to be under pressure due to increases in fish 
raw material prices, as well as tough competition for private label
business. In Poland, a delayed and problematic transfer of fish
production from Germany resulted in both inefficiencies and 
poor service levels. Despite these problems, sales in the Polish
market continued to show strong progress.
Netherlands: Sales £44 million (2004/5: £49 million)
The business manufactures a range of salad products from our
site in Losser which is predominantly a branded business sold
under the Johma label.
Following a disappointing summer for the important BBQ season, 
the impact of having a late Easter this year (which fell outside of
the financial year) and the loss of a key customer contract, sales 
fell by over 10% from last year. Operating profit was less impacted
as good cost control, through the restructuring of the country’ s
sales and administration functions, took effect. 
Belgium: Sales £35 million (2004/5: £31 million)
This operation manufactures almost exclusively for the Belgian
market and produces a variety of salad products which are sold
under the Hamal trade name.
An excellent performance with sales in total up 13% on the
previous year achieved through both organic growth and the
benefit of the Subliem acquisition which was completed in 
April 2005. Excluding the effect of the Subliem acquisition, 
sales for the base Belgium business still rose by 2 %.
Sandwiches: Sales £12 million (2004/5: £11 million)
A small but growing Dutch and Belgian market for closed
sandwiches and rolls served from our modern factory in the
Netherlands. These are sold both under the Johma brand and 
private label (mainly in petrol stations and to airlines).
With sales increasing by 9% this has been a good year for the sandwich
business. This increase principally reflects additional contracts.
Outlook
Northern Europe is in the early stages of its transition from divisional
to country focused business units. A new managing director was
appointed in December and is moving rapidly to change the
dynamics of the division. His actions are already having an initial
positive impact but the turnaround is at a very early stage and any
impact is likely to be modest and evident only in the second half.
The dynamics 
of the 
fish market
The humble herring is an important element of the
Northern European diet being a good source of protein with
many health benefits. A natural product, it is subject to both
its environment and the demand and supply of the market.
The bulk of our herring comes from large fish stocks 
in Norway and Denmark. The Norwegian market now
accounts for over 23% of the total frozen market.
Over 20% of our Northern European business is in fish which
we process in our modern factory in Poland where we:
● Have spent over €10 million in the past two years
expanding and modernising our production facility
● Process over 20,000 tonnes of fish per annum
● Supply customers in eight countries
● Create over 390 different products
new product
launches in year
employees
2,213
products
20
in German
branded fish
market share
26%
new packaging
concept being
introduced to market
marketplace ●
Operating profit up 2% in tough
environment
●
Chilled convenience market share 19%
● 
Spreads market share at record 32%
● 
‘Cholegram’ spread launch a success
● 
Marie brand modernised with increasing
media investment
In Southern Europe we offer a range of food solutions
comprising both complete meals and complementary products
such as spreads. We structure our business into three main
business units: convenience (supported by the Marie brand),
spreads (supported by the St Hubert brand) and Spain
(sandwiches and fruit salad).
Financial results
We have delivered another excellent result with operating 
profits increasing by 2% to £25.2 million in a challenging 
trading environment. While sales overall declined by 7% to
£252.9 million this shortfall was in a large part due to a fire 
at our Spanish sandwich business in May 2005. The fixed asset
write off and loss of profits from this fire was covered by
insurance proceeds. The performance of our convenience 
business was mixed with chilled sales up over 3% offset by 
a more disappointing performance within frozen down 9% in
increasingly competitive market conditions. Spreads sales fell
overall by 10% but, excluding the exit from the health yoghurt
market, underlying spreads sales increased by 3%. 
The business has been challenged in recent months by increased
price competition prompted by the French Government’ s ‘Loi
Jacob’ legislation. Despite these pressures the overall business
performed well throughout the year benefiting from a strong
management team and high quality brands.
Convenience: Sales £182 million (2004/5: £185 million) 
Our Marie branded business offers both chilled and frozen 
meals and through its quality and innovation has a strong 
position in the convenience food market in France.
The chilled sector had another good year, with the Marie brand
increasing sales by over 3%. Despite an increasingly competitive
market, our branded market share has continued to grow
reaching an encouraging 19% at the end of the year. By contrast
it was a very difficult and disappointing trading year for the
frozen sector with sales down 9% due principally to a number of
the major retailers delisting products to reduce the overall range.
Southern Europe
Southern Europe
2006 2005
£m £m
Turnover 252.9 272.9
Operating profit before significant items 25.2 24.8
Operating profit 17.0 23.5
Gross assets 135.0 147.0
Capital expenditure 10.3 12.8
16 Uniq Annual Report 2006
Managing director
Uniq Southern Europe
John Wood-Dow Net Sales
Convenience – frozen 41%
Convenience – chilled 31%
Spreads 25%
Spain – fruit salad 2%
Spain - sandwiches 1%
This has led to a 2% reduction in our market share to 13% in a
market which has seen some migration towards lower priced
private label commodity product.
Spreads: Sales £63 million (2004/5: £70 million) 
We hold a strong, branded number two position in the French
spreads marketplace. This position has been strengthened in the
fast growing health sector through St Hubert Oméga and the
cholesterol-lowering St Hubert Cholegram.
Underlying sales of spreads grew by 3%, with the overall year 
on year decline caused by the decision to exit yoghurt. The good
underlying spreads performance was driven primarily by strong
performance from our St Hubert spreads range (including the llô
and Oméga health ranges). Our share of the total French spreads
market increased by 1% to 32%. The French health spread market
sub-sector has continued to show strong growth at around 7%
over the year with our market share growing by 10%.
At the end of the year we re-launched and re-branded our
cholesterol reducing spread from St Hubert llô to St Hubert
Cholegram. This has had an immediate and very positive market
response with high consumer recognition.
During the year, due to strong competition, we decided to
discontinue the cholesterol reducing yoghurt range. As these
products were manufactured for us by a third party, this decision
had little effect on overall profitability.
Spain: Sales £8 million (2004/5: £18 million)
Our smallest business sector which sells sandwiches into the
Spanish market and fruit salad into both the local and wider
European market. Following a fire in May of this year at our 
Madrid sandwich business, sales fell by over 50% principally 
as a result of the business disruption. Although we managed to 
re-start production in a matter of weeks, this was on a significantly
smaller scale as we worked hard to support the customer base. 
Outlook
The outlook for the Southern Europe business remains positive,
with new advertising behind the Marie brand designed to increase
the frequency of purchases. A number of new product launches
and initiatives are planned, both within France and in the export
market, for this forthcoming year. We are confident that through
this year of reinvestment we can sustain the underlying
performance of the business in challenging market conditions 
and secure a platform for further growth.
Uniq Annual Report 2006 17
new product
launches in year
employees
2,040
products
14
90%
in French spreads
market share
N0.2
Marie brand
awareness
marketplace
History 
of the 
Marie brand
The Marie brand first appeared in the French market in
1981, known as the housewife’ s standby providing a 
range of frozen products in ‘family-size’ packs. Mr Marie
encouraged the French consumer to buy and use 
frozen products.
The first television advertising arrived in 1986, with 
Mr Marie emphasising how the Marie products were 
a vital component to the meal table. 
With the range extended to both frozen and chilled 
meal solutions, in 2003, Mr Marie disappeared from the
TV screens. Replaced by the ‘Marie good food squad’, who
burst into homes where cooking standards had dropped
requiring the occupants to ‘Be proud to be demanding’.
In 2005 the Marie squad was replaced by a TV campaign
which presented the modern Marie brand as an
innovative, inclusive product concept. 18 Uniq Annual Report 2006
●
Good Southern Europe performance
●
Disappointing Northern Europe 
●
Second half recovery trend in UK
●
Bank facilities renewed until 2008
●
Significant items reflect restructuring
Trading result summary
Turnover of £825.1 million was down 6% compared with last
year. This headline result masks a number of particular issues: 
the fire in Spain, the sale of Nordic salad business, the closure 
of Finnarts Bay, and the decision to exit the cholesterol reducing
yoghurt sector in France. Adjusting for these effects, underlying
sales were 2% down.
Operating profit of £13.5 million, compared to the £28.3 million
of last year, reflects the ongoing difficulties within the UK, where
the operating loss increased by £6.1 million, and a disappointing
performance in Northern Europe, which recorded an operating
loss of £0.1 million. The Minsterley business continues to
perform below expectations delivering an operating loss before
allocation of divisional overheads of £11.9 million (2004/5 loss
of £3.4 million). 
As can be seen in the above table the poor performance 
was mostly related to the first half year when the group made 
an operating profit of only £0.2 million, which was down
£12.9 million on the first half of 2004/5. Effectively, Uniq made
all its operating profit in the second half of the year generating
£13.3 million. While this is partly a seasonal factor it does show
a significant change in trend being only £1.9 million down 
on last year. This year’ s second half does benefit by £1.7 million
against last year from removing the additional onerous element
of the Wincanton warehouse contract, nevertheless the
underlying trend of business performance, particularly in the UK,
is starting to turn. 
Operating loss after significant items of £17.1 million compares
with the loss of £57.9 million in the previous year.
Financial review
Operating profit/(loss)
1st Half 2nd Half Total 1st Half 2nd Half Total
2005/6 2004/5
£m £m £m £m £m £m
United Kingdom (9.6) (2.0) (11.6) (1.2) (4.3) (5.5)
Northern Europe 0.8 (0.9) (0.1) 4.6 4.4 9.0
Southern Europe 9.0 16.2 25.2 9.7 15.1 24.8
Total before 
significant items 0.2 13.3 13.5 13.1 15.2 28.3
Significant items 0.7 (31.3) (30.6) (19.8) (66.4) (86.2)
Total after 
significant items 0.9 (18.0) (17.1) (6.7) (51.2) (57.9)
Finance director
Martin Beer Net finance charges (excluding the IAS 19 pension related
interest and the net loss arising on foreign currency transactions
and balances) rose from £3.5 million to £5.1 million reflecting
the higher average debt levels throughout the year.
Profit before tax and significant items at £4.6 million was
significantly below the £22.6 million reported last year. 
Adjusted earnings per share reduced from 15.0 pence per share
to a loss of 0.2 pence per share, reflecting the fall in underlying
profitability and a much higher tax charge. The higher group tax
rate is caused by the loss making position in the UK and Germany
where tax relief on the losses has only been partially recognised.
Significant items
Significant items consist of four main activities these being 
the ‘Fit for Purpose’ programme, the costs associated with the
onerous elements of the Wincanton distribution contract, asset
and goodwill impairments and the Supply Chain projects. 
At the time of our interim report we indicated that the ‘Fit for
Purpose’ programme was likely to be changed to reflect the new
management focus on devolved responsibility. This has indeed
happened and the programme has been changed to be faster,
shorter and less expensive. The £12.8 million of cash costs
represents the full costs of the projects identified to date but
£6 million of this, although commited, will not be spent until 
the first half of 2006/7. 
The cash costs include £8 million in the UK on the downsizing 
of the divisional functions and the creation of customer focused
business units giving an annualised benefit of £9 million. 
In Northern Europe £3 million of cash costs relate to the
administration downsizing in Belgium, Germany and the
Netherlands, yielding a benefit of £3 million. In Southern Europe
£1.9 million of cash costs have been incurred on the
rationalisation of the sales and marketing functions and 
to simplify the operational teams at our factories. 
Following the UK decentralisation, we have reviewed our
position in respect of the Wincanton distribution contract 
and have concluded that we should provide for the onerous
element of the contract at an additional cost of £12.0 million. 
We are required to consider for each of our individual businesses
the carrying value of their assets and goodwill. The cost reflects
the fall in value of our Spanish business following a fire at its
major manufacturing site and subsequent reduction in business.
The Supply Chain projects are now completed. The net credit
reported on the Supply Chain projects represents the reversal 
of the Evercreech closure costs of £4.9 million, the related asset
disposal provision of £5.2 million and the reversal of surplus
closure costs following the successful lease assignment of 
the Devizes site of £1.2 million. These were offset by the 
£3.8 million business integration costs at Minsterley in the UK
and Subliem in Belgium, £1.3 million of costs relating to the
Northern Europe fish rationalisation project and £0.8 million 
of costs relating to the closure of our fish processing site at
Finnarts Bay. 
Other items include the profit on the disposal of a property at
Newton Abbott, amounting to £1.0 million, the profit on the
disposal of the Nordic business of £1.6 million offset by the cost
associated with pursuing strategic opportunities of £1.6 million.
Taxation
This year’ s tax charge on ordinary activities before significant
items of £1.3 million includes a prior year credit of £5.0 million
relating to the settlement of tax liabilities for amounts lower
than was provided in previous years. The group’ s underlying 
tax charge has no recognition for £5.4 million of tax relief
available on trading losses generated in the UK and Germany.
This reflects the current uncertainly in the level of future taxable
profits after payment of additional pension contributions. At
31 March 2006 there are £41 million of unrecognised tax
benefits available to be credited in the future as the availability
of suitable taxable profits becomes more certain. 
Loss after taxation
After significant items and tax the group reported a loss of 
£25.6 million, compared with a loss of £77.0 million last year.
Non-cash Other
Assets Goodwill costs Total
£m £m £m £m
Fit for Purpose 6.0 – 12.8 18.8
Wincanton contract – – 12.0 12.0
Impairment review 2.1 4.3 – 6.4
Supply Chain projects (5.2) – (0.4) (5.6)
Others (inc. property 
profits) – – (1.0) (1.0)
Total 2.9 4.3 23.4 30.6
Uniq Annual Report 2006 19 20 Uniq Annual Report 2006
Financial position
The group’ s net debt increased in the year by £45.7 million, 
to £74.5 million. The major cash flow items in the year included
the special pension contributions of £15.0 million, £21.5 million
of spend on significant items (including £6.6 million relating to
the onerous element of the Wincanton contract), £26.8 million
on net capital expenditure, £10.0 million on tax and dividend
payments of £8.0 million.
Reflecting a significantly better second half performance for 
the group the second half cash flow was nil compared to the
£45.7 million outflow recorded in the first half of the year.
Dividend
The proposed final dividend of 4.5 pence per share, if approved
at the AGM, will be paid on the 7 August 2006 to shareholders
on the register at the close of business on the 7 July 2006.
Movement in shareholders’ funds
Shareholders’ funds decreased from £106.8 million to
£75.1 million due to the loss in the year of £25.6 million, an
actuarial loss on pension schemes of £2.0 million, the IAS 39
transitional adjustment of £1.4 million, and a dividend charge 
of £8.0 million, offset by a net gain on exchange and other 
items of £5.3 million.
Pensions
Under IAS 19 the accounts show a gross pension liability of 
£125.1 million at 31 March 2006 compared with £141.9 million
at 31 March 2005. This represents the net balance between
significant gross assets and liabilities. (see diagram 1 for UK 
main scheme)
UK schemes The overall gross deficit of the group’ s main UK
scheme decreased by £20.2 million. This reduction reflects the
£15 million increased contributions and returns generated by
the funds’ assets that exceeded expectations on the back of
strong equity market performance. These were however offset
by a decrease in the discount rate from 5.5% to 5.1% which has
the effect of increasing the liabilities.
Overseas schemes As with the UK schemes the overseas funds
have been impacted by declining bond rates increasing the gross
deficit at March 2006.
The IAS 19 service charge to operating profit of £4.9 million
compares with a charge of £5.8 million last year.
The net pension finance charge under IAS 19 is dependent 
on the relative balance between liabilities and the mix of bonds
and equity at the start of the financial year. These balances are
impacted by both the discount rate and the expected return on
assets, which resulted in the current charge of £2.1 million being
very similar to the £2.2 million of last year. Our preliminary
estimate for next year is a small net pension finance credit.
International Financial Reporting Standards
In July 2005, the group issued its transition report which fully
explained and reconciled the differences between UK GAAP 
and IFRS (see full report on www.uniq.com).
Treasury risk management
The group continues to maintain a centralised treasury function
which operates under board approved policies and guidelines
covering funding and management of foreign exchange exposure
and interest rate risk. All transactions entered into by the group’ s
treasury operation are required to be in support of, or as a
consequence of, underlying commercial transactions.
The group manages its exposure to interest rate fluctuations 
in part through the use of interest rate swaps and forward rate
agreements. Objectives for the mix between fixed and floating
rate borrowings are established by the board so as to seek to
Changes in Changes
31 March Additional investment in discount 31 March
2005 contributions returns rates Others 2006
Pension Schemes £m £m £m £m £m £m
UK Main Pension Scheme (117.6) 15.0 74.9 (66.1) (3.6) (97.4)
Other UK Pension Schemes (4.0) – 0.2 (1.3) 0.7 (4.4)
Overseas Pension Schemes (20.3) – 0.8 (4.0) 0.2 (23.3)
Gross deficit (141.9) 15.0 75.9 (71.4) (2.7) (125.1)
Gross deferred tax 43.6 39.6
Net deficit (98.3) (85.5)
Financial review continued Uniq Annual Report 2006 21
reduce the impact of adverse variations in interest rates on 
the group’ s profit and cash flow.
The group has continued to manage its net debt position in 
a manner designed to minimise the after tax cost of debt and
seeks to maintain the currency of its average gross borrowings
in a proportion so as to broadly mirror the Sterling : Euro split
of trading capital employed. The group’ s net debt of £74.5
million comprises borrowings and overdrafts of £96.8 million
offset by £22.3 million of cash and short term deposits.
Financing
The group’ s borrowings are financed by short term committed
bank facilities which at the year end amounted to £120 million
of which £93.4 million was drawn down at 31 March 2006.
The £120 million facility is due to mature in October 2006.
Since the year end, the group has negotiated the replacement
of the existing £120 million facility with a £160 million 
multi-currency revolving credit facility which matures in
March 2008. The new facility will be on a secured basis and
will provide adequate borrowing facilities for the group’ s
forecast needs. The new facility will increase the average cost
of borrowing with the average margin over LIBOR increasing
by 1.2%. We anticipate renegotiating the facilities by 30 June
2007 to reflect the reduced requirement of the group as a
result of the potential disposals.
If the £160 million has not, however, been repaid as at
30 June 2007, the group has agreed to issue warrants to the
banks in respect of 5% of the issued ordinary share capital,
exercisable between June 2007 and June 2009 at a 25%
discount to the average share price over the 30 day period
commencing 1 June 2007.
The UK pension fund will also be granted security as part of
these financing arrangements and funds will be deposited into
a secure account up to the value of the IAS 19 deficit, pending
scheme specific funding, if the disposal of the French spreads
goes ahead. These arrangements have been cleared with the
Pensions Regulator.
2006 2005
Equity 58% 65%
Bonds 42% 35%
Deficit £97m £118m
Liabilities £684m £613m
UK main pension scheme (Diagram 1)
Gross assets and liabilities
£495.2m
£612.8m
£683.5 m
£118m
£97m
£586.1m
2005 2006
Assets
£m
600
500
400
300
200
100
Liabilities
£m
100
200
300
400
500
600
700
Membership
22,619
22,311
2006 2005
2006 2005
Pensioners 9,206 8,979
Deferred 12,176 12,545
Actives 929 1,095
25,000
20,000
15,000
10,000
5,000
0 22 Uniq Annual Report 2006
We aim to respect and reflect 
the interests of all stakeholders in Uniq:
investors and employees, customers,
suppliers, pensioners and deferred
pensioners, local communities and
society as a whole. We take steps to 
be a good corporate citizen; to make 
ours a company that is both socially
responsible and a constructive member
of the communities in which it operates.
Food quality
Our responsibility starts with our desire for excellence in food
quality. As part of our ongoing commitment to produce food 
to the highest standards, with quality and safety as key drivers,
we formally audit every operating site at least once a year.
Compliance with standards relating to food safety, raw materials
quality, manufacturing process controls and final product
specifications is rigorously monitored. Performance to the same
standards is also reviewed once a year by the board.
During 2005/6, our internal audit scores showed an overall
improvement in standards compared with the previous year
(19 of the 24 scores were improved on the previous year). 
All our sites are working hard to eliminate non-compliance and
to show continuous improvement. Customer and consumer
complaints are continuously monitored so that any trends can
be identified and emerging issues resolved. Each manufacturing
site is expected to set and achieve challenging targets to
continuously reduce the number of complaints received.
There have been no incidents resulting in enforcement actions 
at any of our sites during 2005/6.
Health and safety
The health and safety of anyone working at, or visiting, a Uniq
site is a top priority. Across Europe our health and safety record
is relatively good and continued to improve further during
2005/6; this is particularly so in the UK when compared to
other companies in our industry.
During 2005/6 we experienced no fatalities, and were not
prosecuted on any matters relating to health and safety. 
Nor did we receive any enforcement notices.
The number of notifiable accidents and the incidence of 
lost time due to accidents, both went down – by 15% 
and 26% respectively, with 195 accidents and 260 lost time
instances recorded. 
Our continuing focus on health and safety was recognised 
during 2005/6 when three of our UK manufacturing sites,
Northampton, Paignton and Spalding were awarded ROSPA 
gold awards in recognition of excellence in health and 
safety performance.
In addition, we have been involved in developing and launching 
a new guidance document regarding the health and safety of
multicultural workers in the food industry in conjunction with
other UK food manufacturers.
Corporate and social responsibility
Food Safety - 
Non-Compliance Incidences
2002/3 150
2003/4 120
2004/5 93
2005/6 40 Uniq Annual Report 2006 23
Ethical standards
More than ever before, businesses today are judged by their
ethical standards every bit as much as their competitive
performance. Stakeholders, including shareholders and
consumers who enjoy our products, rightly demand high
standards – not only from us, but also from suppliers and
partners in the supply chain.
We set high ethical standards. We have written codes in place
covering business trading ethics, which state categorically the
standards we demand and explain how our employees can
ensure we meet them.
We support the principles of the UK Ethical Trading Initiative – 
a focus for action to good working conditions throughout the
supply chain that involves businesses, non-governmental
organisations and trade unions. In addition we have been
working together with other food manufacturers and our major
retail customers in the UK to devise a common approach to the
gathering of information about labour standards in the global
food supply chain. This initiative known as SEDEX (Supplier
Ethical Data Exchange) is a secure web based system for
companies to maintain data on labour standards within the
supply chain. 
Environment
In accordance with our stated policy on the environment, 
we audit all our sites for compliance with company and statutory
requirements on water quality, waste management and effluent
control, pollution prevention and energy conservation. During
2005/6 we were not prosecuted on any matters relating to the
environment, but did receive a single enforcement notice in
respect of water contamination at one of our sites. We have
fully complied with this enforcement notice and are waiting 
to hear the outcome of the agencies investigations.
Our responsibility to our people
People make our business distinctive. People deliver success. 
So it makes good business sense to invest in them and keep them
informed about our plans and progress. If they are better trained
and share our business objectives they will achieve more – for
themselves and for Uniq.
Training and development today involves a wide range of
different techniques, utilising many media. Our group intranet
has become a particularly valuable resource – allowing us to
share information across the group. Via the intranet, and through
conventional means, we run regular courses and seminars,
covering everything from languages and management
development to health and safety and food hygiene. We
encourage specialists in our businesses to keep pace with
industry developments and build knowledge networks by
attending external meetings or training programmes.
We keep in touch with our people through a range of employee
publications that include divisional news sheets and ‘Unicom’,
our e-communication network. We also cascade information 
via group, divisional, site and departmental meetings.
Pensions
The group is the principal employer in relation to a number 
of pension schemes, but in particular the UK defined benefit
scheme is a very material responsibility for the company. 
The UK scheme was closed last year to new members, but 
the company understands its obligations to the scheme and 
to its current and past employees and pensioners. It intends 
to continue to support the scheme over time to ensure that 
the Trustee is able to meet all its obligations to the members.
Community engagement
We contribute to the communities in which we operate in
several ways. We encourage employees to contribute directly 
to community initiatives; allowing them time away from work 
to serve as magistrates, school governors, local councillors, trade
union officials or representatives of professional bodies.
We contribute financial support and practical assistance to many
different local initiatives. A great many Uniq employees serve on
charitable committees or have worked together to organise and
participate in fund raising events. These have included sponsored
mountain climbs, running events and many other activities. 
We make charitable donations, details of which are included in
the directors’ report and during 2005/6 we focused on various
cancer relief charities.
Group safety – Lost time instances
500
400
300
200
100
03
495
438
349
260
04 05 06
0
Drop in lost time and
notifiable health and
safety incidents
21%
Uniq supports 
a variety of local 
sports activities 24 Uniq Annual Report 2006
Directors
1. Nigel Stapleton (59)
Chairman
‡
Joined the board and became chairman in July 2001. He is also chairman
of the nomination committee. He was formerly co-chief executive of
Reed Elsevier Plc and finance director of Reed International Plc following
an earlier career in finance and corporate development with Unilever. 
He is a non-executive director of the London Stock Exchange Plc and
Reliance Security Group Plc and chairman of the Postal Services
Commission.
2. Geoff Eaton (47)
Chief executive
‡
Joined the board as chief executive on 1 August 2005. A chartered
accountant, having qualified with Arthur Andersen. Previously chief
executive of ISIS Research from 2001 to 2004 and prior to that he spent
13 years with Tomkins plc where he held a number of senior executive
roles including being an executive director at RHM in the UK, executive
vice-president at Gates Corporation in the US and as head of corporate
development for the Tomkins Group. 
3. Martin Beer (43)
Finance director
Joined the board in June 2002 as finance director. He is a chartered
accountant having qualified with Price Waterhouse. He has been with 
the group since 1990 in various financial roles, including finance director
of Unigate Dairies for five years and group director of finance. 
4. Dr Matthew Litobarski (57)
Non-executive director * 
‡ †
Appointed to the board in June 2005. He has a doctorate in physical
chemistry from Nottingham University. He is chairman of the
remuneration committee. He was previously president, global supply
chain, with Cadbury Schweppes, having spent 19 years with them 
in various senior management roles. 
5. Margaret Young (51)
Non-executive director * 
‡ †
Joined the board in December 1999. She is a chartered accountant 
and MBA of the London Business School. She is chairman of the audit
committee and senior non-executive director. A non-executive director
of Cattles plc and a member of the supervisory board of Royal Numico
NV. She was formerly a managing director of Credit Suisse First Boston.
Prior to that she worked for NatWest Markets (where she was a director
of NatWest Markets Corporate Finance Ltd), Fleet Holdings plc and
Coopers & Lybrand.
Divisional managing directors
6. Rick Turnbull (58) 
Managing director – United Kingdom
Joined Uniq in 2005. An experienced business leader, he brings 35 years
of experience in the UK food industry. He was formerly a divisional
director with RHM (one of the UK’ s premier food manufacturing
organisations), while at the same time also being CEO of Golden West
Foods (McDonald’ s largest UK supplier).
7. Frans Rombouts (50) 
Managing director – Northern Europe
Joined Uniq in 2005, bringing extensive commercial and general
management experience in the food sector. He was formerly President
and CEO of the Columbus Steel Group and the Saillart Stone Group. 
Prior to this, he has held numerous senior executive positions with
Interbrew, McCain Frozen Foods, Belgian Post and Campina. 
8. John Wood-Dow (51) 
Managing director – Southern Europe
Joined Uniq in 1999. He was appointed managing director of Marie
Groupe Uniq in August 2002 and assumed responsibility for Spain as
managing director Southern Europe in February 2004. Prior to this, 
he has held senior executive positions with Cold Storage Holdings,
Ladbroke plc (where he played a key part in the acquisition of Hilton
International), and Hillsdown Holdings plc.
* Member of the remuneration committee  
†
Member of the audit committee  
‡
Member of the nomination committee
Board of directors and divisional managing directors
1.
2.
3.
4.
5.
6.
7.
8. Uniq Annual Report 2006 25
Principal activity
Uniq is a convenience food group operated and managed in
three divisions: Northern Europe (Germany, Benelux and Poland);
Southern Europe (France, Italy and Spain) and the UK. The
divisions are primarily focused on providing prepared food
solutions to customers in their areas of Europe. 
Business review
A review of activities of the divisions and of the group during 
the financial year and the position at the end of the year,
together with an analysis of turnover and operating profit, are
presented in the chairman’ s statement on pages 3 to 5, the group
chief executive’ s review on pages 6 to 10 and in the business and
financial reviews on pages 11 to 21. These pages also include, 
as appropriate, a number of key financial and non-financial
performance indicators and an indication of future developments.
In addition, within the chairman’ s statement on pages 3 to 5 are
set out the key risks and uncertainties facing the group.
Dividends
An interim dividend of 2.5p per share was paid on 3 January
2006. Subject to shareholders’ approval at the annual general
meeting to be held on 21 July 2006, a final ordinary dividend of
4.5p per share is proposed to be paid on the 7 August 2006 to
those shareholders on the register of Uniq plc on 7 July 2006.
Acquisitions and disposals
On 18 April 2005 the Northern Europe division acquired the
business of Subliem BVBA, a salads business operating in Belgium
for £2.7 million. On 1 August 2005 the Northern Europe
division disposed of its Nordic salads business for a net total 
of £9.3 million. 
Share capital and reserves
Details of the authorised and issued share capital and changes 
in reserves of the company are shown in notes 24 and 25 to 
the financial statements. The directors of Uniq plc have received
limited authority to disapply shareholders’ pre-emption rights 
in certain circumstances, to authorise the company to buy back 
a proportion of the company’ s share capital and to allow the
directors to allot shares. Further resolutions will be placed
before the AGM to renew these powers. Details are set out 
in the notice of meeting.
Annual general meeting
The company’ s annual general meeting will be held at 12 noon
on 21 July 2006 at Stationers’ Hall, Ave Maria Lane, London
EC4M 7DD and details of the business to be considered at the
meeting are contained in the notice of annual general meeting
enclosed with this annual report.
Substantial interests
As at 1 June 2006, the company has been notified by the
following that they hold a disclosable beneficial interest in 
3% or more of the issued ordinary share capital of the company:
%
Steel Partners II LP 12.04
Prudential plc (inc. M&GIM) 10.99
Goldman Sachs Group Inc 10.91
Duke Street Capital Ltd 6.64
Legal & General Investment Management  3.99
Barclays PLC 3.81
Nordea Investment Funds 3.21
Employees
The group is committed to a policy of equal opportunities 
in employment by which the group continues to ensure that 
all aspects of selection and retention are based on merit and
suitability for the job without considerations of sex, marital
status, nationality, colour, race, ethnicity, sexual orientation 
or any disability. The group aims to maintain a diverse workforce
free from discrimination. Persons who have or develop a
disability are, where possible, given practical assistance and
training to seek to overcome their disability in the performance
of their work. 
Directors
Details of the directors and their contracts are set out in their
biographies on page 24 and in the corporate governance and
remuneration reports. The directors’ beneficial interests in the
company’ s ordinary share capital as at 31 March 2006 are set
out in table 5 on page 37 of the remuneration report.
Directors’ report 26 Uniq Annual Report 2006
Disclosure of information to auditors
The directors who held office at the date of approval of this
directors’ report confirm that, so far as they are each aware,
having instigated reasonable steps to check the same and
sought appropriate reassurances from fellow directors,
management and the company’ s auditors that it is the case,
that there is no relevant audit information of which the
company’ s auditors are unaware.
Auditor
The auditor, KPMG Audit Plc, has expressed its willingness 
to continue in office and a resolution for its reappointment 
as auditor of Uniq plc will be proposed at the annual general
meeting in accordance with the provisions of Section 385 
of the Companies Act 1985.
For the board
JF Burkitt
Secretary 
6 June 2006
Charitable and political donations
The group made donations for charitable purposes during 
the year which amounted to £27,000. No donations were 
made to political parties.
Research and development
During the year the group was active in the improvement of
production processes, existing products and the development 
of new products, to satisfy customer requirements and support
the long term profitable growth of its businesses.
Payment policy
The group does not have a formal code that it follows with
regard to payments to suppliers. Members of the group agree
payment terms with their suppliers when they enter into binding
contracts for the supply of goods and services. Suppliers are, 
in that way, made aware of these terms. Group companies seek
to abide by these payment terms when they are satisfied that
the supplier has provided the goods or services in accordance
with the agreed terms and conditions. At March 2006 the
amount of trade creditors shown in the group balance sheet
represented 58 days of average purchases.
Directors’ report continued Uniq Annual Report 2006 27
Directors’ responsibility
The directors are responsible for preparing the annual report 
and the group and parent company financial statements, 
in accordance with applicable law and regulations. 
Company law requires the directors to prepare group and parent
company financial statements for each financial year. Under that
law the directors are required to prepare the group financial
statements in accordance with IFRSs as adopted by the EU 
and have elected to prepare the parent company financial
statements on the same basis. 
The group and parent company financial statements are required
by law and IFRSs as adopted by the EU to present fairly the
financial position and performance of the group and the parent
company for that period; the Companies Act 1985 provides 
in relation to such financial statements that references in the
relevant part of that Act to financial statements giving a true 
and fair view are references to their achieving a fair presentation. 
In preparing each of the group and parent company financial
statements, the directors are required to: 
● Select suitable accounting policies and then apply 
them consistently; 
● Make judgments and estimates that are reasonable 
and prudent; 
● State whether they have been prepared in accordance with
IFRSs as adopted by the EU; and 
● Prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the group and the
parent company will continue in business. 
The directors are responsible for keeping proper accounting
records that disclose with reasonable accuracy at any time the
financial position of the parent company and enable them to
ensure that its financial statements comply with the Companies
Act 1985. They have general responsibility for taking such steps
as are reasonably open to them to safeguard the assets of the
group and to prevent and detect fraud and other irregularities. 
Under applicable law and regulations, the directors are also
responsible for preparing a directors’ report, directors’
remuneration report and corporate governance statement 
that comply with that law and those regulations. 
The directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
company’ s website. Legislation in the UK governing the
preparation and dissemination of financial statements 
may differ from legislation in other jurisdictions.  28 Uniq Annual Report 2006
Compliance statement
The company has complied with the Combined Code as
applicable to the company for the period from 1 April 2005 to
31 March 2006 with some exceptions. The company generally
expects to comply with current best practice in relation to
corporate governance and that its employees will do likewise.
This report seeks to explain how this is done; it also explains 
the few areas where the company has not followed the Code.
Board of directors
At the date of this report there are five directors, comprising 
the chairman, chief executive, finance director and two 
non-executive directors. Both of the non-executive directors are
considered ‘independent’ within the meaning of the Combined
Code and the chairman was ‘independent’ on appointment.
Victor Scherrer resigned as a non-executive director on 31 May
2005 and Lord MacGregor of Pulham Market retired as a 
non-executive director at the AGM on 26 July 2005, both after
nine years’ service. Martin George resigned on 12 December 2005
due to a potential conflict of interest developing. Margaret Young
and Matthew Litobarski have current terms of appointment which
expire at the end of the annual general meetings in 2007 and
2008 respectively. The current non-executive directors occupy,
or have occupied, senior positions in business.
The articles provide that all directors must stand for election 
at the first AGM after they are appointed and all continuing
directors must stand for re-election at least every three years.
Geoff Eaton is standing for election at the AGM having been
appointed during the year together with the two directors
appointed since the year end. No directors are required to retire 
by rotation this year.
The board is responsible for ensuring the proper management
and control of the company. The board aims to enhance
shareholder value by maintaining an entrepreneurial leadership
of the group whilst ensuring that appropriate checks and
balances are in place. The board has specific powers reserved 
to it including the approval of: group strategy and annual
budgets, interim and final results, acquisitions and disposals,
major agreements, capital expenditure and unusual transactions.
It also has responsibility for setting policy and monitoring from
time to time such matters as: financial and risk control, health
and safety policy, environmental issues, food safety and
management succession and planning. The board delegated to
the chief executive (for most of the year) and his executive team
responsibility for execution of the agreed strategy and budget
and the day-to-day management of the group’ s operations. 
The position which pertained prior to the appointment of the
chief executive on 1 August 2005 is a derogation from the
Code, and is explained below. The operational management is
required to manage operations of the company within the
management, financial and risk guidelines set down.
Board and committee members are given appropriate
documentation in advance of each board or committee meeting.
For regular board meetings these normally include a detailed
monthly report on current and forecast trading with
comparisons against budgets and prior years. For all meetings
explanatory papers are sent out on matters where the board 
or committee will be required to give its approval, make a
decision or give its response. In addition to frequent business
presentations, reports are given to the board or its committees
at appropriate intervals on such matters as pensions, insurance,
environment, health and safety, and treasury.
The board has approved a procedure for directors to take
independent professional advice, if necessary, at the company’ s
expense. In addition, the directors have direct access to the
advice and services of the company secretary who is charged 
by the board with ensuring that board procedures are followed.
Appointment or removal of the company secretary is a matter
for the board as a whole.
On joining the board, directors are included in an induction
programme involving meetings with management together 
with current information and background documents describing
the company and its activities. Manuals, books and training are
available to all directors on their duties as directors and
individual members attend external courses on subjects they
wish to improve. Site visits take place periodically. Papers are
presented to board members on such subjects as accounting 
or regulatory changes where appropriate. 
Normally, the board expects to meet about twelve times a year.
Where there are matters to consider, additional meetings,
generally by telephone conference call, are held. Where
directors are not able to attend meetings, opportunity is made
for their views to be conveyed on matters under consideration.
The table opposite sets out the board and committee meeting
attendance by members. (Figures in brackets are the maximum
which could have been attended.)
Throughout most of the year the company had a separate
chairman and chief executive and their differing roles were
Corporate governance Uniq Annual Report 2006 29
acknowledged. The chairman’ s role was part-time and he was
primarily responsible for the workings of the board and for
ensuring that its strategic and supervisory role was achieved. 
The chief executive was responsible for the day-to-day running of
the business, preparing the strategy and budgets for board review
and then carrying out the agreed strategy and implementing
specific board decisions relating to the operation of the company. 
Following the resignation of Bill Ronald as chief executive on
15 March 2005, the chairman and non-executive directors,
finance director and divisional managing directors and other
senior executive management all took larger roles to ensure that
the group continued to operate normally and continued to seek
to achieve the performance and targets set down by the board.
Geoff Eaton was appointed chief executive on 1 August 2005,
and during the period from March to July 2005 there was no 
one holding the office of chief executive.
The senior non-executive director is Margaret Young. The board
carries out a review of its own effectiveness annually. This was
done by the secretary preparing a list of headings under which each
director was asked to consider performance and make comments.
These were received by the chairman, collated and detailed in 
a paper setting out the points raised. Following a review of that
paper by the board the points agreed were adopted.
Board committees
There are audit, remuneration and nomination committees 
of the board to which relevant matters are delegated. The
current membership of the committees is set out on page 24.
Membership of each committee was reviewed as necessary
during the year as a consequence of the various changes in the
board. The committees all have detailed terms of reference. 
The reports of the committees, including summaries of their
terms of reference, are set out below and in the separate
remuneration report which follows.
The nomination committee is responsible for considering 
and recommending to the board persons who are appropriate
for appointment as executive and non-executive directors.
Appointment is the responsibility of the whole board following
recommendation from the committee. The committee also
reviews succession planning and senior management
appointments below board level. The chairman is chairman 
of the committee and the chief executive and the independent
non-executive directors are members. It meets as necessary 
and uses the services of outside personnel consultants to assist 
it when appropriate. From time to time a subset of the
nomination committee will be selected for a specific purpose
such as selection or reappointment of the chairman. In carrying
out its duties the committee considers what appointments
would be appropriate, decides what attributes or areas of
specialisation the candidates should have and selects
headhunters to find and select possible candidates. Members of
the committee then interview candidates before the committee
puts forward its recommendation to the board.
The remuneration committee report is set out on pages 33 to 37.
The remuneration committee was chaired by Lord MacGregor
until his retirement on 26 July 2005 then by Martin George 
up to 12 December 2005, when Matthew Litobarski became
chairman. All members of the committee are independent 
non-executive directors. 
The principal responsibilities of the remuneration committee are:
● Setting, reviewing and recommending to the board for
approval the group’ s overall remuneration policy and strategy
for senior managers’ remuneration;
● Setting, reviewing and approving individual remuneration
packages for executive directors and the chairman, including
terms and conditions of employment and any changes to 
the packages;
Attendance at board and committee meetings
Audit Remuneration Nomination
Director Board committee committee committee
Nigel Stapleton 17 (18) N/A N/A 7 (7)
Geoff Eaton 11 (11) N/A N/A 4 (4)
Martin Beer 18 (18) N/A N/A N/A
Martin George 9 (14) 3 (3) 8 (8) 5 (5)
Lord MacGregor 6 (7) 1 (1) 3 (3) 3 (3)
Matthew Litobarski 13 (14) 3 (3) 7 (7) 5 (5)
Victor Scherrer 4 (4) N/A 2 (2) 2 (2)
Margaret Young 16 (18) 4 (4) 9 (9) 7 (7) 30 Uniq Annual Report 2006
● Reviewing the salary structure and terms, conditions and
benefits of employment of other very senior executives 
in the group;
● Approving the launch and rules of any group share, share
option or cash based long term incentive scheme and the
grant, award, allocation or issue of shares, share options 
or payments under such schemes; and
● The setting of bonus terms and the approval of bonus
payments for directors and certain senior executives.
The audit committee is chaired by Margaret Young who is 
a chartered accountant. Its other members were Lord MacGregor
and Martin George until their respective retirements and
Matthew Litobarski. They were all independent non-executive
directors and between them they have wide experience of
industry and commerce. The new non-executive directors 
will both join the committee on joining the board. The board
believes that for the purposes of the Combined Code, Margaret
Young has appropriate, recent and relevant financial experience.
During the year, the committee reviewed the scope and results
of the work undertaken by the internal auditors and reported 
to the board thereon. Until 7 November 2005, the audit
committee set a programme of internal control reviews which
were carried out using dedicated resources provided by KPMG
LLP. Grant Thornton UK LLP were appointed to provide the
group’ s internal audit function from that date.
The committee is generally attended by the chief executive,
finance director, the internal auditors and the external auditors,
all at the invitation of the committee. The company secretary is
secretary. The committee normally meets three times a year and
in addition the committee and/or the chairman hold separate
discussion with the external auditor without any members of the
executive present. The committee operates within written terms
of reference set down by the board.
The committee plays an important role in reviewing the group’ s
financial controls and reporting. It manages the group’ s
relationship with internal and external auditors and assists in 
the group risk management procedures and in ensuring that 
the group meets its regulatory requirements.
The principal activities of the audit committee are:
● To review the interim and annual financial statements prior 
to publication with executive management and the external
auditor. It pays particular attention to the appropriateness of
accounting policies used and areas of management judgement.
Compliance with material changes to accounting standards is
kept under review. It draws to the attention of the board the
main points arising from its review and any matters of concern
which may arise.
● To make recommendations concerning the appointment 
or reappointment of the company’ s external auditor and 
to consider the auditor’ s continuing suitability, including when
necessary recommending to the board appropriate action 
to appoint new auditors. It ensures that key audit partners are
rotated at appropriate intervals. It discusses with the auditor
the scope of the audit before it commences, reviews the
results and considers the formal reports of the auditor and
reports the results of those reviews to the board. It reviews
the auditor’ s independence, performance, the scope of the
audit and recommends to the board appropriate remuneration
for the auditor.
● To receive reports from the internal auditor three times a year
reviewing internal audits conducted and consider follow up
reviews on progress in addressing issues arising from prior
internal audits.
● To agree the programme of internal audit reviews to be
carried out and must approve the appointment or removal 
of the internal auditors. The internal auditors have the right 
to talk directly to the chairman of the audit committee at 
any time.
● To set down and monitor the company’ s use of the external
auditor for non-audit work. The committee considers that 
it is sometimes appropriate to use the external auditor for
non-audit work especially where the work is of a regulatory 
or compliance nature or where the auditor’ s experience is
likely to give them an advantage over other providers. 
All appointments of the external auditor are subject to audit
committee guidelines and specific consent is required for
commissions above £50,000. The committee monitors
non-audit work carried out by the external auditor.
● To review the risk review procedure carried out by the
executive with the aim of ensuring that, where possible 
and appropriate to do so in the context of the business,
reasonable steps are taken by the group to mitigate such risks.
● To ensure that the group maintains appropriate internal control
procedures and monitors their effectiveness. The committee
has approved a ‘whistleblowing’ policy under which it is the
ultimate point of reference for those raising concerns.
Corporate governance continued Uniq Annual Report 2006 31
During the year under review the committee carried out the
above functions.
Auditor independence
The board believes that its auditor is independent and asks the
audit committee to monitor this position on a regular basis.
Details of all fees for non-audit work are set out in note 5 on
page 52 of the financial statements. A material amount of the
non-audit work was spent on the interim results, conversion 
to IFRS and internal control reviews.
Other committees are appointed by the board from time to time
to consider specific matters delegated to them such as approval
of the detailed terms of acquisitions or disposals and capital
expenditure projects.
Relations with shareholders
The board ensures that there is an active programme of investor
relations which was led by the chief executive and finance
director during most of the year. The chairman and senior
non-executives are also available for consultation with major
shareholders when appropriate. During the early part of the year
when there was no chief executive, the chairman and finance
director carried on the programme of investor relations.
Major brokers’ reports and forecasts are circulated to the board
as they are received. Following the preliminary and interim
announcement presentations the company’ s broker conducts an
analysis of investor and analysts’ reaction which is reported to
the board. The chairman or chief executive would also report to
the board on investor contacts and reaction when appropriate.
During the year the chief executive and finance director gave
collective general presentations covering the results and other
key announcements. The chairman and other directors are
available as appropriate for subsequent meetings with
institutional investors. The chairman and secretary generally 
deal with questions from individual shareholders. All
shareholders have the opportunity to put questions at the
company’ s annual general meeting when the chairman gives a
statement on the company’ s performance during the year,
together with a statement on current trading conditions. The
chairmen of the audit, nomination and remuneration committees
normally attend the annual general meeting and the chairman
advises shareholders on the proxy voting details. All shareholders
are encouraged to attend the annual general meeting when the
directors will be available to answer questions concerning the
group and its activities.
The company maintains a website (www.uniq.com) which
contains further and up-to-date information on the company
and its recent changes and announcements.
Independence of directors
The board considers all its non-executive directors and 
its chairman on appointment to be independent. In addition 
to meeting the criteria for independence below they are
independent in character and judgement. The board’ s criteria 
for independence are:
● Has not been an employee of the group within the last 
five years;
● Has not or has not had within the last three years, a material
business relationship with the group;
● Save in exceptional circumstances, has received no
remuneration other than a director’ s fee;
● Has no close family ties with any of the group’ s advisers,
directors or senior employees;
● Does not have significant links with other executive directors
through mutual involvement in other companies or bodies;
● Does not represent a significant shareholder;
● Has not served on the board for more than nine years.
Non-executive directors may be called upon from time to time
to carry out additional duties outside the scope of their ordinary
duties. In such circumstances they may be paid additional sums
for such duties. Provided such duties are not provided frequently
or to an extent where they represent the relevant director’ s
predominant role, the board considers that independence can 
be and is maintained.
Directors’ remuneration
The remuneration report on pages 33 to 37 details compliance
with the Combined Code’ s requirements with regard to
remuneration matters. 
Internal controls, risk management and audit 
The board has overall responsibility for the group’ s risk
management and internal control systems and for reviewing their
effectiveness. The systems are designed to provide reasonable
control over the activities of the company and the group and to
enable the board to comply with the directors’ responsibilities
statement on page 27. This process has remained in place 32 Uniq Annual Report 2006
throughout the financial year and to the date of these financial
statements. The process is reviewed from time to time and
updated to ensure that it continues to meet the needs of the
group’ s activities. During the year the internal control policies
were reviewed and updated in conjunction with the move to 
the new business structure. 
However, it is recognised that it is the nature of any business
that risk is inherent in any enterprise and that business and
commercial risks must be taken and that for a business to
succeed, enterprise, initiative and motivation are key elements
which must not be unduly stifled. It is not the intention of the
company to seek to avoid all risks. Commercial judgements 
and other decisions will have to be made in the course of
management of the business and will give rise to risk.
The board confirms that, in accordance with the requirements 
of the Combined Code, it has reviewed the effectiveness of 
the system of internal control. The key elements of the group’ s
internal control systems and the review process are as follows:
● The group has an organisational structure with established
lines of accountability as well as clearly defined levels of
authority as to matters which are reserved to the board and
the delegation of other matters to board committees or the
group’ s executive management. Each part of the business is
required to operate in accordance with established policies
and procedures. An overall “Operational Control Framework”
document has been drawn up and circulated. This sets down
guidelines or mandatory requirements on general and specific
issues such as treasury and authorisation limits, accounting
policies, directors’ dealings, capital expenditure procedures,
expenses, ethical conduct and ‘whistleblowing’.
● Comprehensive business planning and financial reporting
procedures are in place, including the annual preparation of
detailed operational budgets for the year ahead and projections
for subsequent years. Each business area reports monthly on
its performance against its agreed budget. The board receives
monthly an update on such performance and generally
reviews significant variances on a monthly or bi-monthly basis.
● Procedures have been established for planning, approving 
and monitoring major capital expenditure and major projects.
The group has a centralised treasury function, which operates
within defined limits and subject to regular reporting
requirements and audit reviews.
● An embedded risk management process is in place, which
seeks to identify the most significant risks facing each business
and the group and reports on how those risks are being
managed. This process requires the business divisions to
produce risk registers identifying and evaluating significant
risks which may affect their business and to consider what
action can and should reasonably and cost effectively be
taken to reduce them to an acceptable level. The process
culminates in the production of a group risk register including
a review of significant central risks. This register and the
divisional action plans for addressing risk are reviewed and
maintained on an ongoing basis. Progress is monitored
generally half yearly by the board and audit committee.
● There is an internal audit process which is used to help
monitor controls. The group does not have its own internal
audit department but uses resources supplied by Grant
Thornton UK LLP to carry out internal control reviews. 
This programme of internal control reviews is set by the 
audit committee following review with the finance director. 
From time to time ad hoc assignments requested by senior
executives or the audit committee are also undertaken by 
the internal auditors. 
The external auditor, KPMG Audit Plc, audits the year end results.
Their audit report is on pages 38 and 39 of this annual report.
They also conduct a review of the half year results.
Going concern
The directors have reviewed the group’ s budget for 2006/7 
and the group’ s profit and cash flow projections for subsequent
periods and the banking facilities available to it and are satisfied
that it is appropriate to prepare the accounts on a going 
concern basis.
Corporate governance continued Uniq Annual Report 2006 33
Remuneration report
Directors’ remuneration
The remuneration of executive directors comprises five
elements: base salary, benefits-in-kind, pension, annual 
cash bonus and equity incentives.
Base salaries
Base salaries are reviewed annually, having regard to relevant
market practice supported by periodic external independent
surveys. Details of the directors’ remuneration for the year are
set out in table 1 on page 36. No salary increases have been
awarded for 2006/7.
Benefits-in-kind
The benefits-in-kind provided to the executive directors are:
private medical and travel cover for themselves and family and
life insurance up to a maximum of 4 times’ salary. Geoff Eaton
had a car allowance of £15,000 p.a. and Martin Beer had one 
of £14,000 p.a. Both Geoff Eaton and Martin Beer can claim 
a per mile charge to cover fuel and expenses of business use 
of their private cars. The non-executive directors receive no
benefits-in-kind, although all directors are reimbursed for
reasonable expenses incurred in the performance of their duties.
Pensions
The company’ s policy is to offer pension provision for retirement
as part of the company’ s compensation package, or to the extent
that that is not practical or advantageous, to offer a 
non-pensionable cash supplement to salary in lieu. The only
element of remuneration that is pensionable or in respect 
of which a supplement is paid, is base salary. Details of the
directors’ current pensions are set out below. 
Annual cash bonus
The company operates an annual cash bonus system for senior
managers and executive directors. The payment and extent of
annual cash bonuses to the executive directors is dependent
upon the achievement of pre-agreed targets set by the
remuneration committee. Each year the remuneration
committee will review the system and may set different targets
or performance conditions to seek to keep the conditions
appropriate to the current goals and aims of the company 
and in alignment with shareholder interests.
In respect of performance in the year 2005/6, Geoff Eaton 
was awarded a bonus of £170,000 and he has decided that the
whole of the net amount of this bonus, after tax and NI, be used
to buy shares in Uniq plc. 68% of such shares acquired will
Constitution
The current members of the remuneration committee are
Matthew Litobarski (since 1 June 2005) and Margaret Young. 
The remuneration committee was chaired by Lord MacGregor
until his retirement on 26 July 2005 then by Martin George up
to his retirement on 12 December 2005, when Matthew
Litobarski became chairman. Victor Scherrer retired on 31 May
2005.The chairman will normally attend the committee,
although he is not a member. The board considers that all
members are independent directors. The chief executive and
finance director may be invited to attend meetings, but no party
would attend when specific matters concerning the detail of
their own personal remuneration are being dealt with. The
company secretary acts as secretary to the remuneration
committee and it met nine times during the financial year.
The remuneration committee takes external advice as and when
required directly from New Bridge Street Consultants, which it
has appointed as its independent remuneration consultancy.
New Bridge Street Consultants may also provide technical advice
to the company on the implementation or measurement of the
remuneration committee’ s policies.
Remuneration policy
The company’ s ongoing policy for executive directors and senior
executive management is to provide remuneration in an amount
and manner appropriate to the recruitment, motivation and
retention of high quality management, and encourage a 
culture linking reward to overall corporate and individual
employees’ performance.
The committee has decided that emphasis should be placed 
on the performance-related, variable elements of the senior
management and executive directors’ pay so that a substantial
proportion of their potential total remuneration is linked to
personal achievement and the short- and long-term success of
the group. This policy seeks to give greater alignment between
senior management and shareholders’ interests.
Remuneration policy for non-executive directors is determined
by the board (excluding the non-executive directors) within the
limits set out in the articles of association. A basic fee is paid
together with a responsibility fee for those chairing a committee
or accepting other exceptional responsibilities. Fees are
reviewed by the board from time to time. Non-executive
directors do not participate in any incentive or pension plans. 34 Uniq Annual Report 2006
qualify for a matching share award under the company’ s
Performance Incentive Plan (PIP). For further details of the PIP
including performance conditions see ‘Equity incentives’ section
below. Martin Beer received no bonus in respect of 2005/6.
For 2006/7 both Geoff Eaton and Martin Beer, together with
other senior executives, have been set financial and operational
targets which will determine their annual bonus. The scheme is
set so that at a demanding target performance bonuses of 60%
would be earned. The maximum bonus for very exceptional
performance for this year could be: Martin Beer 120% and 
Geoff Eaton 180% of base salary. The remuneration committee
believes these incentives will encourage achievement of the
demanding targets set in the interest of shareholders and 
other stakeholders.
Equity incentives
In 2000 shareholders approved an executive share option
scheme under which grants were made between 2000 and
2002. Grants are still outstanding under the scheme, but the
remuneration committee do not intend to make further grants
under the scheme, at least whilst grants are being made under
the performance incentive plan set out below.
The exercise of options granted under the Uniq executive share
option scheme was made subject to a performance condition
that normally required the company’ s adjusted earnings per share
to exceed the growth in the retail prices index by at least 6%
over a three-year period for options granted up to 2000 and 
by 9% over a three-year period for options granted since 2000.
All executive options granted have now become exercisable 
or lapsed.
All remaining options are exercisable not less than three nor
more than ten years from date of grant and all grants were made
at market value without a discount. There is a scheme limit
which must not take grants under the scheme or any other
scheme to more than 10% of issued capital over ten years.
Table 2 on page 36 shows details of the holdings of Martin Beer.
No other directors hold any executive share options. There have
been no changes to these holdings between the financial year
end and the date of these accounts. In 2000, shareholders also
approved a long-term incentive plan and a sharesave option
scheme. No grants have been made under either of these and
there is currently no intention to do so. 
At the annual general meeting in 2003 shareholders approved the
introduction of the Uniq Performance Incentive Plan (PIP). Under
the PIP the remuneration committee may grant to selected
executives ‘base’ awards consisting of rights to acquire shares
(called performance shares) and/or further rights (called matching
shares) the latter conditional on the executive investing part of
his or her annual bonus in the purchase of Uniq plc shares.
The maximum amount of award in any year of matching and
performance awards is 100% of salary. Normally the employee
must remain in employment for three years from the date of
award for the shares to vest, although there are provisions for
earlier pro rata vesting in the case of ‘good’ leavers. The scheme
limit is that awards under the PIP and all other equity incentive
schemes must not exceed 10% of the company’ s issued share
capital in ten years. 
The performance condition applicable to current awards is as
follows. The remuneration committee may vary these conditions
from time to time for future awards. The vesting of performance
shares and matching shares will depend on the company’ s total
shareholder return (TSR), measured against two comparator
groups. For half of any award, the comparator group will be a
peer group of fellow food producers and, for the other half, 
the FTSE small capital index.
If the company’ s TSR over the three-year performance period 
is at the median of each comparator group, 20% (10% for each
group) will vest and if each comparator group performance is in
the upper quartile 100% (50% for each group) of the award will
vest, with pro rata vesting for each between those points. If the
company’ s TSR is below the median of the relevant comparator
group, none of that half of the award will vest.
TSR performance will be measured over a single three-year
period from the date of award, with TSRs for all companies 
in the comparator groups averaged over a one-month period
before the beginning and the end of the performance period.
There are provisions for early vesting on a change of control
without pro-rating, but the performance condition would still
apply. The remuneration committee have very restricted powers
of amendment of the rules of the scheme or to vary awards
where circumstances require it. Full details of PIP awards to
directors are set out in table 3 on page 36.
Note: The independent auditor’ s report set out on pages 38 to 39
applies to the information contained in tables 1 to 5 on pages
36 to 37 and in the following sections of the remuneration
report, so far as it relates to its proper preparation in accordance
with the UK Directors Remuneration Report Regulations 2002:
directors’ emoluments; pensions; and defined benefit disclosure.
Remuneration report continued Uniq Annual Report 2006 35
Pensions
Executive directors are entitled to be members of the group’ s
main pension scheme. Those joining since October 2003 may
join the DC section. Those joining before that date will be in 
the DB section.
Martin Beer was accruing a pension during the 2005/6 year
which would be two-thirds of his final pensionable pay payable
from his normal retirement age of 62. The element of this not
provided through the main Uniq pension scheme was provided
through an unfunded HMRC-unapproved (“overcap”) pension
arrangement. He commenced contributions of 6% of salary 
up to the earnings cap to the approved pension scheme from 
1 October 2005. Previously the pension scheme was 
non-contributory. From 1 April 2006 active membership of 
the overcap scheme ceased. This was replaced by a 25% salary
supplement on pensionable pay above the cap.
Geoff Eaton has elected not to become a member of the group’ s
pension scheme and is paid instead a non-pensionable salary
supplement of 20% of his base salary per annum in lieu of
pension benefits.
The principal terms of Martin Beer’ s pension accrual during the
year were: pensions in payment increase in line with retail price
inflation subject to a maximum of 5% per year. In the event of
death, the schemes also provide a pension of two-thirds of the
member’ s pension for a spouse, and additional pension for 
young children, to give a total maximum of up to 100% of the
individual’ s pension. The pension accruing after 1 April 2006
changes in two material ways: firstly the increase in pension in
line with retail price inflation is now subject to a maximum of
2.5% per year and secondly the unapproved unfunded pension
scheme was closed to further accruals after 31 March 2006.
In calculating pension scheme transfer values, no allowance is
made for discretionary benefits. A director in the approved
pension scheme may take early retirement from age 50 with the
company’ s consent but in such circumstances discount factors
set by the scheme actuary would be applied unless alternative
agreement were reached.
Directors’ contracts
The remuneration committee’ s policy on directors’ contracts is
that executive directors should not have contracts with a rolling
notice period exceeding 12 months. However, there may be
circumstances where to attract the right candidate or in other
special circumstances a longer initial term or a fixed term
contract in excess of one year will be appropriate. It is the
committee’ s policy that normally contracts should not specify
any contractual termination payments unless commercially this
needs to be given in order to secure the director’ s appointment.
The chief executive, Geoff Eaton, has an employment contract
dated 7 July 2005 which can be terminated by the company by
giving one year’ s notice or the employee six months’ notice. The
finance director, Martin Beer, has an employment contract dated
8 May 2002, which can be terminated by the company by giving
one year’ s notice or the employee six months’ notice. There are
no express provisions in either contract relating to payments 
on early termination and they would only be entitled to
compensation as provided by law, which would normally 
be subject to a duty to mitigate.
The chairman, Nigel Stapleton, currently has a three-year fixed
contract of employment with the company which commenced
on 1 July 2004 but is subject to one year’ s notice by either party.
He receives £140,000 p.a. There are no express provisions
regarding compensation on termination.
With the approval of the board, executive directors may accept
one external appointment as non-executive director of any
other company and retain any related fees paid to them. None
of the executive directors hold an external quoted company
appointment at the current time.
The non-executive directors have individual letters of
appointment. Margaret Young’ s current appointment runs to 
July 2007 and Matthew Litobarski’ s up to the AGM in 2008.
Both can be terminated at any time by one year’ s notice. 
These letters of appointment do not contain any provisions 
on termination payments. 
Performance graph
The performance graph on page 37 shows the TSR performance
of Uniq plc against the FTSE All Share Index over the period from
31 March 2006 to 1 June 2006. The remuneration committee
has decided that the FTSE All Share Index is an appropriate index 
for this purpose because the company’ s shares have formed part 
of that index throughout this period. The market price of Uniq
shares during the year ranged from 104p to 160p. On 1 April
2005 it was 149.5p and on 31 March 2006 it was 119.5p. 
At 1 June 2006, the latest practical date prior to publishing
these results, the share price was 141p. 36 Uniq Annual Report 2006
Directors’ emoluments
Table 1
Salary Taxable 2006 2005
& fees Bonus benefits Total Total
Director £000 £000 £000 £000 £000
Martin Beer 221 – 15 236 265
Geoff Eaton 220** 170 56*** 446 –
Martin George* 21 – – 21 28
Matthew Litobarski* 25 – – 25 –
Lord MacGregor* 11 – – 11 33
Bill Ronald 28 – 10 38 879
Victor Scherrer* 6 – – 6 36
Nigel Stapleton 140 – – 140 125
Margaret Young* 45 – – 45 35
Totals 717 170 81 968 1,401
Notes:
*Non-executive directors.
**Salary from 1 August 2005; annual salary equivalent to £330,000.
***Includes £44,000 payment in lieu of pension.
Share options
Table 2
No. of No. of Exercise No. of
Date of options options price options
Executive directors grant 31/3/05 lapsed (p) 31/3/06 Normal exercise dates
Martin Beer 03/07/00 12,923 12,923 331.2 – 03/07/00–16/11/05
03/07/00 12,923 – 335.8 12,923 03/07/00–20/11/06
03/07/00 12,923 – 514.2 12,923 10/06/01–09/06/08
03/07/00 12,923 – 312.6 12,923 23/06/02–22/06/09
06/07/00 49,800 – 251.0 49,800 06/07/03–05/07/10
12/06/01 50,000 – 210.0 50,000 12/06/04–11/06/11
17/06/02 110,000 – 161.5 110,000 17/06/05–16/06/12
Totals 261,492 12,923 248,569
No executive options were awarded to, or exercised by directors during the year or in the prior year.
Performance Incentive Plan
Table 3
Market value Shares Shares 
Class of Date of at date held at Shares held at Expiry or 
Executive directors award grant of grant (p) 31/3/05 awarded 31/3/06 normal exercise dates
Martin Beer Matching 18/07/03 182.0 73,077 – 73,077 18/07/06–17/07/13
Performance 18/07/03 182.0 31,319 – 31,319 18/07/06–17/07/13
Performance 26/05/04 171.0 46,053 – 46,053 26/05/07–25/05/14
Performance 14/06/05 155.0 – 40,645 40,645 14/06/08–13/06/15
Geoff Eaton Matching 01/08/05 151.8 – 131,796 131,796 01/08/08–31/07/15
Performance 01/08/05 151.8 – 217,462 217,462 01/08/08–31/07/15
Totals 150,449 389,903 540,352
No PIPs lapsed or were exercised by directors during the year or in the prior year.
Remuneration report continued Uniq Annual Report 2006 37
Approved on behalf of the board 
Chairman of the remuneration committee
6 June 2006
Defined benefit disclosure
Table 4
Change Transfer
before Increase value of
Accrued allowing Change Accrued Transfer in transfer Transfer increase
Age benefit for due to benefit value at value net of value in accrued
31/3/06 31/3/05 inflation inflation 31/3/06 31/3/05contributions 31/3/06 benefit
££££££££
Martin Beer 43 58,906 6,367 1,590 66,863 354,624 65,828 423,620 40,339
Notes:
1. The transfer value quoted above allows for benefits accrued under both the Uniq plc pension scheme and the unfunded HMRC unapproved arrangement. It does not
take account of the fact that a transfer value would not normally be payable from the unfunded HMRC unapproved arrangement. The calculations do not take into
account any underfunding in the Uniq plc pension scheme.
2. Martin Beer commenced contributions of 6% of salary up to the earnings cap to the approved pension scheme from 1 October 2005. Previously the pension scheme
was non-contributory. 
3. The transfer values stated above have been calculated in a manner consistent with Retirement Benefit Schemes – Transfer Values regulations.
Directors’ shareholdings
Table 5
Holding at Holding at
31 March 2006 31 March 2005*
Ordinary shares Ordinary shares
fully paid fully paid
Nigel Stapleton 52,500 52,500
Martin Beer 46,804 46,804
Geoff Eaton 65,525 65,525
Matthew Litobarski 3,000 –
Margaret Young 2,500 2,500
Totals 170,329 167,329
*or date of appointment if later
There have been no changes in the directors’ shareholdings between the year end and up to the date of this report.
Total shareholder return
Source: Thomson Financial
Value (%) Uniq
31/03/01
140
120
100
80
60
40
20
0
FTSE All-Share Index
31/03/02 31/03/03 31/03/04 31/03/05 31/03/06 01/06/06 38 Uniq Annual Report 2006
Independent auditor’ s report 
to the members of Uniq plc 
We have audited the group and parent company financial
statements (the ‘financial statements’) of Uniq plc for the year
ended 31 March 2006 which comprise the group income
statement and the group and parent company balance sheets,
cash flow statements and statements of recognised income and
expense and the related notes. These financial statements have
been prepared under the accounting policies set out therein. We
have also audited the information in the directors’ remuneration
report that is described as having been audited. 
This report is made solely to the company’ s members, as a body,
in accordance with section 235 of the Companies Act 1985.
Our audit work has been undertaken so that we might state to
the company’ s members those matters we are required to state
to them in an auditor’ s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the
company’ s members as a body, for our audit work, for this
report, or for the opinions we have formed. 
Respective responsibilities of directors and auditors 
The directors’ responsibilities for preparing the annual report, 
the directors’ remuneration report and the financial statements
in accordance with applicable law and International Financial
Reporting Standards (IFRSs) as adopted by the EU are set out 
in the statement of directors’ responsibilities on page 27. 
Our responsibility is to audit the financial statements and the
part of the directors’ remuneration report to be audited in
accordance with relevant legal and regulatory requirements 
and International Standards on Auditing (UK and Ireland). 
We report to you our opinion as to whether the financial
statements give a true and fair view and whether the financial
statements and the part of the directors’ remuneration report 
to be audited have been properly prepared in accordance with
the Companies Act 1985 and, as regards the group financial
statements, Article 4 of the IAS Regulation. We also report to
you whether in our opinion the information given in the
directors’ report is consistent with the financial statements. 
The information given in the directors’ report includes that
specific information presented in the chairman’ s statement, 
the chief executive’ s review and the business review that is cross
referenced from the business review section of the directors’
report. We also report to you if, in our opinion, the company 
has not kept proper accounting records, if we have not received
all the information and explanations we require for our audit, or
if information specified by law regarding directors’ remuneration
and other transactions is not disclosed. 
We review whether the corporate governance statement reflects
the company’ s compliance with the nine provisions of the 2003
FRC Combined Code specified for our review by the Listing Rules
of the Financial Services Authority, and we report if it does not.
We are not required to consider whether the board’ s statements
on internal control cover all risks and controls, or form an
opinion on the effectiveness of the group’ s corporate
governance procedures or its risk and control procedures. 
We read the other information contained in the annual report
and consider whether it is consistent with the audited financial
statements. We consider the implications for our report if we
become aware of any apparent misstatements or material
inconsistencies with the financial statements. Our
responsibilities do not extend to any other information. 
Basis of audit opinion 
We conducted our audit in accordance with International
Standards on Auditing (UK and Ireland) issued by the Auditing
Practices Board. An audit includes examination, on a test basis, 
of evidence relevant to the amounts and disclosures in the
financial statements and the part of the directors’ remuneration
report to be audited. It also includes an assessment of the
significant estimates and judgments made by the directors in 
the preparation of the financial statements, and of whether the
accounting policies are appropriate to the group’ s and company’ s
circumstances, consistently applied and adequately disclosed. 
We planned and performed our audit so as to obtain all the
information and explanations which we considered necessary 
in order to provide us with sufficient evidence to give reasonable
assurance that the financial statements and the part of the
directors’ remuneration report to be audited are free from
material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated 
the overall adequacy of the presentation of information in the
financial statements and the part of the directors’ remuneration
report to be audited.  Uniq Annual Report 2006 39
Opinion 
In our opinion: 
● the group financial statements give a true and fair view, 
in accordance with IFRSs as adopted by the EU, of the state 
of the group’ s affairs as at 31 March 2006 and of its loss for
the year then ended; 
● the parent company financial statements give a true and fair
view, in accordance with IFRSs as adopted by the EU as
applied in accordance with the provisions of the Companies
Act 1985, of the state of the parent company’ s affairs as at 
31 March 2006; 
● the financial statements and the part of the directors’
remuneration report to be audited have been properly
prepared in accordance with the Companies Act 1985 and, 
as regards the group financial statements, Article 4 of the 
IAS Regulation; and 
● the information given in the directors’ report is consistent
with the financial statements. 
KPMG Audit Plc 
Chartered Accountants and Registered Auditor 
London
6 June 2006 
Note:
The maintenance and integrity of the Uniq plc website is the responsibility 
of the directors; the work carried out by the auditors does not involve
consideration of these matters and accordingly, the auditors accept no
responsibility for any changes that may have occurred to the financial
statements or audit report since they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions. 40 Uniq Annual Report 2006
Group income statement
for the year ended 3 1 March 2006
2006 2005
Before Significant Before Significant 
significant items significant items
items (note 7) Total items (note 7) Total
Note £m £m £m £m £m £m
Revenue 4 825.1 – 825.1 879.0 – 879.0 
Cost of sales (651.4) 6.2 (645.2) (671.4) (31.8) (703.2)
Gross profit 173.7 6.2 179.9 207.6 (31.8) 175.8 
Distribution expenses (51.5) (12.0) (63.5) (52.2) (8.0) (60.2)
Marketing and media expenses (19.7) – (19.7) (24.1) – (24.1)
Administrative expenses (89.0) (28.4) (117.4) (103.0) (55.0) (158.0)
Other operating income – 3.6 3.6 – – – 
Operating profit/(loss) before financing costs 4,5 13.5 (30.6) (17.1) 28.3 (94.8) (66.5)
Finance income 8 1.6 – 1.6 1.4 – 1.4 
Finance costs 8 (8.4) – (8.4) (4.9) – (4.9)
Net pension finance costs 8 (2.1) – (2.1) (2.2) – (2.2)
Total finance costs (10.5) – (10.5) (7.1) – (7.1)
Profit/(loss) before tax 4.6 (30.6) (26.0) 22.6 (94.8) (72.2)
Income tax (charge)/credit 9 (1.3) 1.7 0.4 (16.0) 2.6 (13.4)
Discontinued operations –– – – 8.6 8.6
Profit/(loss) attributable to equity holders of the parent 25 3.3 (28.9) (25.6) 6.6 (83.6) (77.0)
Earnings per share 10
Continuing operations (22.6)p (75.4)p
Discontinued operations – p 7.6p
Basic and diluted (22.6)p (67.8)p
Proposed dividend per share 4.5p 4.5p
Average Euro exchange rate 1.46 1.46 
The notes on pages 44 to 71 form part of these financial statements. Group Company
2006 2005 2006 2005
Note £m £m £m £m
ASSETS
Non-current assets
Property, plant and equipment 12 195.3 182.8 – – 
Intangible assets 13 108.1 118.2 – – 
Deferred tax assets 14 46.3 47.7 – – 
Investments 15 – – 225.2 225.2 
349.7 348.7 225.2 225.2 
Current assets
Inventories 16 52.3 52.7 – – 
Trade and other receivables 17 128.5 142.6 49.0 26.9 
Cash and cash equivalents 18 22.3 28.9 6.7 – 
Income tax assets – – 1.9 2.4 
203.1 224.2 57.6 29.3 
Total assets 552.8 572.9 282.8 254.5 
LIABILITIES
Current liabilities
Borrowings 19 96.8 5.0 93.6 1.6 
Trade and other payables 20 198.8 206.1 2.3 2.8 
Provisions 21 11.5 15.6 – – 
Income tax liabilities 16.3 21.3 – – 
323.4 248.0 95.9 4.4 
Non-current liabilities
Borrowings 19 – 52.7 – 52.4 
Derivative financial liabilities 22 1.4 – 1.4 – 
Provisions 21 19.8 13.8 – – 
Retirement benefit obligations 23 125.1 141.9 – – 
Deferred tax liabilities 14 8.0 9.7 – – 
154.3 218.1 1.4 52.4 
Total liabilities 477.7 466.1 97.3 56.8 
Total assets less liabilities 75.1 106.8 185.5 197.7
EQUITY 
Shareholders’ equity
Total called up share capital 24 11.5 11.6 11.5 11.6 
Share premium 25 0.1 0.1 0.1 0.1 
Other reserves 25 (323.0) (324.5) (1.4) – 
Retained earnings 25 386.5 419.6 175.3 186.0 
Total equity 75.1 106.8 185.5 197.7 
Closing Euro exchange rate 1.43 1.46
The financial statements were approved by the board of directors on 6 June 2006 and signed on its behalf by:
Geoff Eaton, chief executive
Martin Beer, finance director
The notes on pages 44 to 71 form part of these financial statements.
Uniq Annual Report 2006 41
Balance sheets
at 3 1 March 2006 42 Uniq Annual Report 2006
Cash flow statements
for the year ended 3 1 March 2006
Group Company
2006 2005 2006 2005
Note £m £m £m £m
Cash flows from operating activities
(Loss)/profit before tax (26.0) (63.6) (3.3) 0.6
Net finance costs 8.9 5.7 2.5 (0.5)
Depreciation and amortisation 24.4 26.6 – – 
Goodwill impairment 4.3 48.5 – – 
Net asset write-down and impairment 6.5 17.2 – – 
Charge for share-based payments 0.9 0.6 – –
Profit on disposal of property, plant and equipment (2.1) (8.6) – – 
Profit on disposal of businesses (1.6) – – – 
Difference between pension charge and cash contributions (16.4) (10.6) – – 
Decrease/(increase) in stocks 0.1 (1.7) – – 
Decrease/(increase) in debtors 20.8 21.5 (19.6) 23.9 
(Decrease)/increase in creditors (23.7) (16.7) 0.5 0.2 
(Increase)/decrease in working capital (2.8) 3.1 (19.1) 24.1 
Increase in provisions 1.0 14.9 – – 
Cash (utilised by)/generated from operations (2.9) 33.8 (19.9) 24.2 
Interest paid (5.8) (4.2) (6.7) (3.8)
Interest received 1.3 0.8 4.2 4.3 
Income tax (paid)/received (10.0) 0.4 – – 
Net cash (utilised by)/generated from operating activities (17.4) 30.8 (22.4) 24.7
Cash flows from investing activities
Acquisition of business 26 (2.7) (19.3) – – 
Disposal of business 7 9.3 – – – 
Purchases of property, plant and equipment (38.7) (25.5) – – 
Proceeds from sale of property, plant and equipment 13.8 11.3 – – 
Purchases of intangible assets (1.9) (5.8) – – 
Investment in subsidiary – – – (30.0)
Net cash outflow from investing activities (20.2) (39.3) – (30.0)
Cash flows from financing activities
Inflow from borrowings 41.4 9.8 41.0 9.7 
Equity dividends paid 11 (8.0) (7.8) (8.0) (7.8)
Net cash inflow from financing activities 33.4 2.0 33.0 1.9 
Net (decrease)/increase in cash and cash equivalents (4.2) (6.5) 10.6 (3.4)
Cash and cash equivalents at 1 April 24.2 30.4 (1.6) 5.6 
Effect of foreign exchange rate changes (0.4) 0.3 (2.5) (3.8)
Cash and cash equivalents at 31 March 18 19.6 24.2 6.5 (1.6)
Cash and cash equivalents consist of:
Cash at bank and in hand 22.3 28.9 6.7 – 
Bank overdrafts (2.7) (4.7) (0.2) (1.6)
19.6 24.2 6.5 (1.6)
The notes on pages 44 to 71 form part of these financial statements. Group Company
2006 2005 2006 2005
£m £m £m £m
Actuarial gain/(loss) recognised on the pension schemes 2.8 (10.2) – –
Movement on deferred tax relating to pensions:
– on actuarial gain/(loss) (0.9) 3.3 – –
– on contributions paid (3.9) (5.5) – –
Period movement on hedging items 5.1 – 1.1 –
Exchange (1.1) 5.7 – –
Net income/(expense) recognised directly in equity 2.0 (6.7) 1.1 –
Loss for the year (25.6) (77.0) (3.8) (3.2)
Total recognised loss for the year (23.6) (83.7) (2.7) (3.2)
Transition adjustments on adoption of IAS 39 ’ 
Hedging reserve (2.5) – (2.5) –
Retained earnings 1.1 – 1.1 –
(25.0) (83.7) (4.1) (3.2) 
The notes on pages 44 to 71 form part of these financial statements.
Uniq Annual Report 2006 43
Statements of recognised income and expense
for the year ended 3 1 March 2006 1. Accounting policies
A. Accounting convention and basis of preparation
Uniq plc is a company incorporated in the UK. The group financial statements consolidate those of the company and its subsidiaries
(together referred to as the group). The parent company financial statements present information about the company as a separate
entity and not about its group.
Both the parent company financial statements and the group financial statements have been prepared and approved by the directors
in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and those parts of the
Companies Act 1985 applicable to companies reporting under IFRS. In publishing the parent company financial statements here
together with the group financial statements, the company has taken advantage of the exemption in s230 of the Companies Act
1985 not to present its individual income statement and related notes that form a part of these approved financial statements.
The financial statements are prepared on the historical cost basis except for certain financial instruments that are stated at their 
fair values.
The rules for first time adoption of IFRS are set out in IFRS 1, First time adoption of International Financial Reporting Standards. 
IFRS 1 requires the use of the same accounting policies in the IFRS transition balance sheet and for all periods presented thereafter.
The accounting policies must comply with all IFRS effective at the reporting date for the first financial reporting under IFRS, which 
is 31 March 2006. The transition date to IFRS was 1 April 2004.
IFRS 1 permitted the group, on adopting IFRS for the first time, to take certain exemptions from the full requirements of IFRS in the
transition period from 1 April 2004 to 31 March 2005.
The group took the following exemptions:
i) The group did not adopt IAS 32 Financial Instruments: Disclosure and Presentation and IAS 39 Financial Instruments: Recognition
and Measurement until 1 April 2005.
ii) The group adopted the exemption allowing cumulative translation differences on foreign operations to be reset to zero at
transition date.
iii) The group adopted the exemption to apply IFRS 2 Share-based Payments only to awards made after 7 November 2002.
iv) The group elected not to restate any business combinations that occurred before 1 April 2004.
v) The group did not adopt the option to restate items of property, plant and equipment to fair value at transition date.
B. Financial year
The financial statements are prepared to reflect trading up to the Saturday nearest 31 March. This year’s income statement covers
the 52-week period ended 1 April 2006. Last year’s income statement covered the 53 weeks ended 2 April 2005. The accounting
reference date remains 31 March.
C. Consolidation 
Subsidiaries are fully consolidated from the date on which control is transferred to the group. Control exists when the group has 
the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
They are de-consolidated from the date that control ceases. The purchase method of accounting is used to account for the
acquisition of subsidiaries by the group.
The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or
assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities
assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the cost of
acquisition over the fair value of the group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of
acquisition is less than the fair value of the group’s share of the net assets of the subsidiary acquired, the difference is recognised
directly in the income statement.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by 
the group.
44 Uniq Annual Report 2006
Notes to the financial statements
for the year ended 3 1 March 2006 D. Foreign currency translation
The consolidated financial statements are presented in pound sterling, which is the group and company’s functional and 
presentation currency.
Foreign currency transactions are translated into the functional currency (the currency of the primary economic environment in
which an entity operates) using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the income statement.
The results and financial position of all the group entities that have a functional currency different from the presentation currency 
are translated into the presentation currency as follows: 
(a) assets and liabilities are translated at the closing rate at the date of that balance sheet;
(b) income and expenses are translated at average exchange rates; and
(c) all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings and
other currency instruments designated as hedges of such investments, are taken to shareholders’ equity. When a foreign operation 
is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign
entity and translated at the closing rate.
As permitted under the rules of IFRS 1, First-time Adoption of International Financial Reporting Standards, the group has taken 
the exemption which deems cumulative translation differences in respect of foreign operations to be nil at the date of transition.
E. Significant items
Significant items are those items of financial performance which, because of size or incidence, require separate disclosure to enable
underlying trading performance to be assessed. 
F. Revenue recognition
Revenue represents the value of sales to customers outside the group net of discounts, allowances, volume and promotional rebates
and other payments to customers and excludes value-added tax. Sales of goods are recognised when a group entity has delivered
products to the customer, the customer has accepted the products and collectibility of the related receivable is reasonably assured.
G. Interest
Interest includes exchange differences arising on cash and cash equivalents and borrowings, where such exchange differences 
are recognised in the income statement. From 1 April 2005 interest includes all fair value gains and losses on derivative financial
instruments, and corresponding adjustments to hedged items under designated fair value hedging relationships, where they relate 
to financing activities and are recognised in the income statement.
H. Property, plant and equipment
All property, plant and equipment is shown at cost, less subsequent depreciation and applicable impairment, except for land, which 
is shown at cost less impairment. 
Depreciation is calculated using the straight-line method to allocate the cost of each asset to its residual value over its estimated
useful life as follows:
– Buildings up to 50 years
– Plant and machinery up to 10 years
– Equipment and motor vehicles up to 6 years
– Land and assets in the course of construction are not depreciated
Property, plant and equipment acquired under finance leases are depreciated over the shorter of the asset’s useful life and the 
lease term.
Uniq Annual Report 2006 45 1. Accounting policies continued
I. Intangible assets 
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the group’s share of the net identifiable 
assets of the acquired subsidiary at the date of acquisition. Goodwill is tested annually for impairment and carried at cost less
accumulated impairment losses. On disposal of a subsidiary the attributable amount of goodwill is included in the determination 
of the profit or loss on disposal. Goodwill arising on acquisitions prior to 31 March 2004 has been retained at the previous UK GAAP
amounts subject to being tested for impairment at that date. Goodwill written off to reserves under UK GAAP prior to 1998 has not
been reinstated. 
Research and development
Research expenditure is recognised as an expense as incurred. Costs incurred on development projects are recognised as intangible
assets when it meets the recognition criteria of IAS 38 Intangible Assets. Development costs that have a finite useful life that have
been capitalised are amortised from the commencement of the commercial production of the product on a straight-line basis over
the period of its expected benefit (not exceeding five years).
Computer software
Acquired computer software is capitalised on the basis of the costs incurred to acquire and bring to use the specific software and
amortised using the straight-line method over their estimated useful lives (three to five years). Computer software development
costs that are directly associated with the implementation of major business systems are recognised as intangible assets and are
amortised using the straight-line method over their estimated useful lives (not exceeding three years).
J. Impairment of assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are
subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount
exceeds its recoverable amount being the higher of an asset’s fair value less costs to sell and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash-generating units.
K. Leases
Leases are classified as finance leases where substantially all the risks and rewards of ownership are transferred to the group. Finance
leases are capitalised at the lease’s inception at the lower of the fair value of the leased asset and the present value of the minimum
lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the
finance balance outstanding. Assets acquired under finance leases are depreciated over the shorter of the asset’s useful life and the
lease term.
Leases other than finance leases are classified as operating leases. Payments made under operating leases (net of any incentives
received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.
L. Inventories
Inventories are stated at the lower of cost, including attributable overhead expenditure, and net realisable value. Cost is determined
using the first-in-first-out (FIFO) method. 
M. Trade and other receivables 
Trade and other receivables are stated at their cost less provision for doubtful debts.
46 Uniq Annual Report 2006
Notes to the financial statements
for the year ended 3 1 March 2006 N. Taxation
Current tax is based on taxable profit for the year and any adjustment to tax payable in respect of previous years. The group’s liability
for current tax is calculated using rates that have been enacted or substantially enacted at the balance sheet date. Tax is recognised
in the income statement except to the extent that it relates to items recognised directly in equity or items for which there is no
corresponding income statement charge, in which case it is recognised in equity. 
Deferred tax is provided, using the liability method, on all temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates 
that are expected to apply in the year when the asset is realised or the liability is settled. 
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. 
Deferred tax assets and liabilities are recognised for all deductible temporary differences except in respect of deductible temporary
differences associated with investments in subsidiaries in which case deferred tax assets are only recognised to the extent that it is
probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the
temporary difference can be utilised. 
O. Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, deposits held at call with banks, other short-term, highly liquid investments with
original maturities of three months or less, and bank overdrafts. Bank overdrafts are included within borrowings in current liabilities
on the balance sheet.
P. Share-based compensation
In terms of IFRS 2 Share-based Payment, an expense is not recognised in respect of equity settled share options granted before 
7 November 2002 and vested before 1 January 2005. The shares are recognised when the options are exercised and the proceeds
received are allocated between share capital and share premium.
The group operates an equity-settled, share-based compensation plan. The fair value of the options granted under this plan are
calculated using a Monte Carlo simulation model, which takes into account the probability of meeting the market based vesting
conditions. The total amount to be expensed over the vesting period is determined by reference to the options granted and the
estimated number of options expected to vest after adjusting for lapses due to leavers during the vesting period and achievement 
of any non-market based vesting conditions. At each balance sheet date prior to vesting of the relevant awards the group revises 
the estimates of the number of options that are expected to vest after adjusting for expected leavers and estimated achievement 
of non-market based vesting conditions. It recognises the impact of the revision of original estimates, if any, in the income statement,
and a corresponding adjustment to equity.
Q. Dividend distribution
Final dividends to shareholders of Uniq plc are recognised as a liability in the period that they are approved by the shareholders.
Interim dividends are recognised as a liability in the period that they are approved by the directors.
R. Grants
Grants relating to costs are deferred and recognised in the income statement over the period necessary to match them with the
costs that they are intended to compensate. Grants relating to property, plant and equipment are separately disclosed on the
balance sheet as deferred grants and are credited to the income statement on a straight-line basis over the expected lives of 
the related assets.
S. Provisions
A provision is recognised in the balance sheet when the group has a present legal or constructive obligation as a result of a past
event, and it is probable that an outflow of economic benefits would be required to settle the obligation. If the effect of the time
value of money is material, provisions are determined by discounting the expected future cash flows. 
Where discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost. A provision for
restructuring is recognised when the group has approved a detailed and formal restructuring plan and announced its main provisions.
Uniq Annual Report 2006 47 1. Accounting policies continued
T. Retirement benefit obligations 
The group’s companies operate or contribute to various different types of pension schemes. These include both defined benefit and
defined contribution plans. 
A defined benefit plan is a pension plan that defines the amount of pension benefit that an employee will receive on retirement,
usually dependent on one or more factors such as age, years of service and pay at or close to the time of retirement. 
Actuarial gains and losses are recognised in full in the period in which they occur. The company has adopted the revised version 
of IAS19 Employee Benefits published in December 2004. As permitted by the revised standard, actuarial gains and losses are
recognised outside profit or loss and presented in the statement of recognised income and expense. The liability recognised in the
balance sheet represents the present value of the defined benefit obligation, as reduced by the fair value of plan assets. The cost of
providing benefits is determined using the Projected Unit Credit Method.
Past-service costs are recognised immediately in income, unless the changes to the pension plan are conditional on the employees
remaining in service for a specified period of time (the vesting period). In this case, the past-service costs are amortised on a 
straight-line basis over the vesting period.
For defined contribution plans, the group pays contributions to company administered or third party pension plans on a contractual
basis. The group has no further payment obligations once the contributions have been paid. The contributions are recognised 
as an employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund 
or a reduction in the future payments is available.
U. Financial Instruments
The group uses various derivative financial instruments to manage exposure to foreign exchange risks. These include forward currency
contracts and currency swaps. The group also uses interest rate swaps to manage interest rate exposures. The group does not use
derivative financial instruments for speculative trading purposes.
Derivatives are initially accounted and measured at fair value on the date a derivative contract is entered into and subsequently
measured at fair value. The accounting treatment of derivatives classified as hedging instruments depends on their designation, 
which occurs on the date that the derivative contract is committed to. The group designates derivatives as:
– A hedge of the exposure to changes in fair value of an asset or liability (‘fair value hedge’)
– A hedge of the exposure to variability in cashflows that are attributable to a particular risk associated with a recognised asset 
or liability or of a highly probable forecasted transaction or the foreign exchange risk of a firm commitment which could affect 
the profit or loss (‘cash flow hedge’)
– A hedge of a net investment in a foreign entity or operation
– A hedge of variable interest rate debt (‘cash flow hedge’)
Where a derivative financial instrument is designated as a cash flow hedge of a recognised asset or liability, or a highly probable
forecasted transaction, any gain or loss on the derivative financial instrument is recognised directly in equity. The cumulative gain or
loss is removed from equity and recognised in the income statement in the same period or periods during which the hedged forecast
transaction affects the income statement. When the forecasted transaction subsequently results in the recognition of a non-financial
asset or non-financial liability, the associated cumulative gain or loss is removed from equity and included in the initial cost or other
carrying amount of the non-financial asset or liability. 
For a fair value hedge, the hedged item is adjusted for changes in fair value attributable to the risk being hedged with the
corresponding entry in the income statement. Gains or losses from re-measuring the corresponding hedging instrument are
recognised in the income statement.
Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting and any portion deemed
ineffective are recognised in the income statement as they arise.
Where the group hedges net investments in foreign entities through currency borrowing, the gains or losses on the retranslation of
the borrowings (up to the opening net investment) are recognised in equity. If the group uses derivatives as the hedging instrument,
the effective portion of the hedge is recognised in equity with any ineffective portion being recognised in the income statement.
Gains and losses accumulated in equity are recycled through the income statement on disposal of the foreign entity.
48 Uniq Annual Report 2006
Notes to the financial statements
for the year ended 3 1 March 2006 Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised, or no longer qualifies for
hedge accounting or the group revokes designation of the hedging relationship. At that time, any cumulative gain or loss on the
hedging instrument recognised in equity is retained in equity until the highly probably forecasted transaction occurs. If a hedged
transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to the income
statement for the period. If the forecast transaction is no longer ‘highly probable’ then the cumulative gain or loss on the hedging
instrument recognised in equity is retained and further gains or losses are taken to the income statement.
Interest arising under interest rate swaps is recognised in the income statement in accordance with the group’s accounting policy 
on interest. Interest rate derivatives are revalued to fair value through reserves at the balance sheet date.
Forward exchange contracts (FX contracts) which hedge currency assets and liabilities are recognised in the financial statements
together with the assets and liabilities that they hedge. The contract rate is used for translation. Both realised and unrealised gains
and losses on FX contracts which hedge future sales and purchases are recognised in the income statement.
IAS 32 Financial Instruments: Disclosure and Presentation and IAS 39 Financial Instruments: Recognition and measurement have 
been adopted from 1 April 2005, with no restatement of comparative information as permitted by IFRS 1, First-time Adoption 
of International Financial Reporting Standards.
Accounting policy for comparative period
Gains and losses on financial instruments which are hedging existing assets or liabilities are included in the carrying amounts of those
assets or liabilities. Gains and losses on financial instruments which are hedging firm commitments or anticipated transactions are
deferred and are recognised in the income statement, or as adjustments to carrying amounts, when the hedged transaction occurs.
Gains and losses on financial instruments that are not related to the group’s hedging activities are recognised as other income 
or expense. If a financial instrument ceases to be a hedge, for example because the underlying hedged position is eliminated, 
the instrument is marked to market and any subsequent gains or losses are recognised as other income or expense.
2. Derivatives and other financial Instruments
Treasury Risk Management
A discussion of the group’s objectives, policies and strategies with regard to derivatives and other financial instruments is set 
out in the financial review on pages 18 to 21.
Through the ordinary course of business, at any one time, it will be necessary for the group to hold financial instruments and
derivative financial instruments. The risks arising from the holding and management of these financial instruments typically include
interest rate and foreign currency risk. These risks are managed centrally, following board approved policies. The group does not
engage in holding speculative financial instruments or their derivatives.
Foreign Currency Risk
The group is exposed to foreign currency risk on sales, purchases, borrowings and the translation of earnings in a currency other 
than the functional currency of the business unit. Exposures are primarily to the Euro, Polish Zloty and US Dollar.
Transactional Hedging
Contracted transactional exposures are fully hedged at the point in time when they become contracted. Forecast transactional
exposures are reviewed and hedged on a case by case basis. Hedging is achieved using forward foreign exchange contracts.
Hedge of net investment in foreign subsidiaries
Due to the group’s investment in both UK and European operations, it operates a policy of maintaining liabilities split between 
these two currencies.
The ratio of Sterling : Euro liabilities mirrors the Sterling : Euro split of trading capital employed.
The group’s Euro loan drawing and certain foreign exchange forwards or swaps are designated as a hedge on the group’s investment
in Euro based subsidiaries, with any foreign exchange gains and losses being taken to the hedge reserve account.
Uniq Annual Report 2006 49 2. Derivatives and other financial instruments continued
Profit Hedging
In order to reduce short term currency exchange uncertainty in relation to profitability, the board agreed to hedge up to 100% 
of forecast Euro profits during the second half of 2005/6. This hedging was achieved using forward foreign exchange contracts.
Interest Rate Risk
With regard to interest rate management, the group’s objective is to minimise the impact of interest rate volatility on interest cost 
to protect earnings. This is achieved by reviewing both the amount of floating rate indebtedness over a certain period of time and 
its sensitivity to interest rate fluctuations.
The interest on £25m of the group’s debt is fixed using an interest rate swap, and exposure to the movement in interest rates on
floating debt is managed either through the use of derivatives or by management of the maturity of loan drawings on the group’s
revolving credit facility.
The interest rate swap is classified as a cash flow hedge. The fair value of this financial instrument and any subsequent changes to 
its value are recorded in the cash flow hedging reserve. 
Credit Risk
The group has no significant concentrations of credit risk. Derivatives and cash transactions are limited to high credit quality 
financial institutions. 
3. Critical accounting estimates and assumptions
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the circumstances. The estimates and assumptions that could have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are
discussed below.
Retirement benefit obligations
A number of accounting estimates and judgements are incorporated within the provision for post retirement obligations. These 
are described in more detail in note 23.
Share-based payments
A number of accounting estimates and judgements are incorporated within the provision for share-based payments. These are
described in more detail in note 25.
Goodwill
A number of accounting estimates and judgements are incorporated within the valuation of goodwill. These are described in more
detail in note 13.
Taxation
The group operates across Europe and there are many transactions and calculations for which the ultimate tax determination 
is uncertain. Significant judgement is required in determining the group’s tax assets and liabilities. Deferred tax assets have been
recognised to the extent they are recoverable based on profit projections for future years approved by senior management. Income
tax liabilities for anticipated issues have been recognised based on estimates on whether additional tax will be due. Notwithstanding
the above, the group believes that it will fully recover all tax assets and has adequate tax provisions to cover all risks across all
business operations.
50 Uniq Annual Report 2006
Notes to the financial statements
for the year ended 3 1 March 2006 Uniq Annual Report 2006 51
4. Segmental analysis
i) By geographic segment Operating profit
before significant Operating loss
items, interest before interest
Revenue and taxation and taxation
2006 2005 2006 2005 2006 2005
£m £m £m £m £m £m
United Kingdom 321.8 325.2 (11.6) (5.5) (30.0) (84.2)
Northern Europe – excl. Nordic salads 240.1 250.8 0.2 9.8 (5.4) 2.7 
Nordic salads 10.3 30.1 (0.3) (0.8) 1.3 (8.5)
Northern Europe 250.4 280.9 (0.1) 9.0 (4.1) (5.8)
Southern Europe 252.9 272.9 25.2 24.8 17.0 23.5 
Continuing operations 825.1 879.0 13.5 28.3 (17.1) (66.5)
Discontinued operations – – – – – 8.6 
825.1 879.0 13.5 28.3 (17.1) (57.9)
As the group operates a central treasury function, finance costs cannot be meaningfully allocated to individual geographic segments
and therefore segmental profit analysis is provided before finance costs.
The Nordic salads business was disposed on 1 August 2005 and, due to its relative size and our continuing presence in European
salads, is not classed as discontinued under IFRS. The discontinued operation in 2005 represents the profit on disposal of the
Wootton Bassett and Worthing sites.
Turnover by geographical segment is stated by origin which is not materially different from turnover by destination. Sales to
countries outside the EU totalled £0.2m for the year ended 31 March 2006 (2005: £0.3m).
2006 2005
Asset impairments included in operating profit/(loss) before interest and tax by segment are: £m £m
United Kingdom – 43.8 
Northern Europe – 7.7
Southern Europe 6.4 –
6.4 51.5
An analysis of significant items is disclosed in note 7.
Depreciation
and amortisation Capital expenditure
2006 2005 2006 2005
£m £m £m £m
United Kingdom 8.0 9.5 23.3 12.6 
Northern Europe – excl. Nordic salads 6.0 6.3 7.4 6.5 
Nordic salads 0.3 0.9 – 0.3 
Northern Europe 6.3 7.2 7.4 6.8 
Southern Europe 10.0 9.6 10.3 12.8
Corporate head office 0.1 0.3 0.1 – 
24.4 26.6 41.1 32.2 52 Uniq Annual Report 2006
Notes to the financial statements
for the year ended 3 1 March 2006
4. Segmental analysis continued 
Segment assets Segment liabilities
2006 2005 2006 2005
£m £m £m £m
United Kingdom 165.6 152.9 80.7 81.5
Northern Europe – excl. Nordic salads 180.1 170.7 66.1 60.6 
Nordic salads – 13.0 – 4.7 
Northern Europe 180.1 183.7 66.1 65.3 
Southern Europe 135.0 147.0 99.6 98.3
Total reporting segments 480.7 483.6 246.4 245.1
Corporate and other 3.5 12.7 8.4 10.7
Taxation 46.3 47.7 24.3 31.0
Cash/borrowings 22.3 28.9 96.8 57.7 
Retirement benefit obligations – – 101.8 121.6
552.8 572.9 477.7 466.1 
The retirement benefit obligation shown above relates wholly to pension schemes operated in the United Kingdom. The majority 
of scheme members are past employees and are not related to the United Kingdom segment. The liability is therefore classed as 
a corporate central item.
ii) By business segment Revenue Capital expenditure Segment assets
2006 2005 2006 2005 2006 2005
£m £m £m £m £m £m
Salads 226.2 267.7 4.6 4.5 166.3 183.0
Desserts 151.2 144.9 19.8 9.6 86.1 72.9
Fish 107.3 112.4 4.1 3.1 36.4 30.8
Ready meals – Frozen 107.1 116.2 3.8 5.0 61.7 65.5
Ready meals – Chilled 85.4 81.8 4.4 5.6 44.4 47.6
Sandwiches 84.4 87.0 3.4 2.9 57.6 60.6
Spreads and health 63.5 69.0 0.9 1.5 28.2 23.2
Total reporting segments 825.1 879.0 41.0 32.2 480.7 483.6
Corporate and other – – 0.1 – 3.5 12.7
Taxation – – – – 46.3 47.7 
Cash – – – – 22.3 28.9 
825.1 879.0 41.1 32.2 552.8 572.9
5. Operating profit/(loss) 
2006 2005
£m £m
The group’s results include charges for:
Depreciation and amortisation (including £0.2m (2005: £0.4m) in respect of assets under finance leases) 24.4 26.6 
Asset write-down/off and impairment 8.3 17.2 
Goodwill impairment 4.3 48.5
Operating leases rental payments:
– plant and machinery 4.1 4.1 
– other 2.5 4.0 
Auditor’s remuneration:
– audit fees 0.5 0.4 
– other fees paid to KPMG Audit Plc and its associates 0.8 0.7 
Inventory written down to net realisable value 2.3 – 
The other fees paid to KPMG comprise £0.5m of financial due diligence work, £0.1m on the group’s interim review, £0.1m on
internal control review assistance, with the remaining £0.1m being spent on a number of smaller projects including taxation advice.  6. Directors and employees
Directors’ emoluments and interests are given in the remuneration report on pages 33 to 37.
2006 2005
£m £m
Aggregate payroll costs
Wages and salaries 152.0 171.1
Social security costs 29.1 29.6 
Pension costs – defined benefit schemes 4.9 5.8
Pension costs – defined contribution schemes 0.6 0.6
Share based payments charge 0.9 0.6
187.5 207.7
Employees numbers 2006 2005
Number Number
Average:
Full time 7,184 7,880 
Part time 490 861
7,674 8,741
At 31 March 7,649 8,190
7. Significant items
Significant items are those which, because of size, incidence or nature, require separate disclosure to enable underlying trading
performance to be assessed. An analysis of these items are presented below:
2006 2005
£m £m
‘Fit for Purpose’ programme (18.8) (2.0)
Wincanton contract (12.0) (8.0)
Impairments (6.4) (51.5)
Group Supply Chain project 5.6 (31.8)
Property disposals 1.0 –
Disposal of business 1.6 –
Other (1.6) (1.5)
(30.6) (94.8)
Discontinued operations – 8.6 
(30.6) (86.2)
Taxation credit 1.7 2.6 
(28.9) (83.6)
‘Fit for Purpose’ programme
This was announced prior to 31 March 2005, the purpose of which is to rationalise the cost base and focus on the growth of the
businesses. The cost can be broken down as follows: £8.5m relating to cost and headcount reductions; £2.5m of sales force
reductions; £6.0m of fixed asset write-downs and £1.8m of factory closure costs.
Wincanton contract
This contract, entered into in 2001 during the demerger of Wincanton from Uniq, imposes a distribution pattern that is wholly
unsuitable to our restructured business model. We have therefore made provision for the onerous element of this contract in
accordance with IAS 37 covering our contractual liability until expiration in 2009.
Uniq Annual Report 2006 53 7. Significant items continued
Impairments
Arises as a result of the loss of business following the fire at the group’s Spanish business at its Madrid site in May 2005. The cost
represents £4.3m of goodwill with the balance of £2.1m of fixed asset impairments.
Group Supply Chain project
Specific costs relating to this project include: Minsterley integration costs of £2.4m; £1.3m of costs relating to the Northern Europe
fish project and £1.4m of costs relating to the integration of the Subliem BVBA acquisition. These costs were offset by the reversal of
£4.9m of factory closure costs and £5.2m of fixed asset write-downs, provided at 30 September 2004, relating to the subsequent
decision to continue production at the Evercreech site and the release of £1.2m of excess provision relating to the Devizes factory
closure in 2004/5.
Property disposals
Represents excess disposal proceeds over costs and book value of the Newton Abbott site which was closed in May 2005.
Disposal of business
The Nordic salads business was disposed of on 1 August 2005 for net proceeds of £9.3m.
Other
Includes £1.6m relating to costs associated with pursuing strategic opportunities.
Taxation credit
This represents tax relief available on the rationalisation costs in Northern Europe and Southern Europe.
8. Net finance costs 
2006 2005
£m £m
Interest receivable
Bank balances 1.3 0.8 
Discount on long-term debtors 0.3 0.6 
1.6 1.4
Interest payable and similar charges
Bank loans (5.7) (4.0)
Finance leases (0.1) (0.2)
Discount on long-term provisions (0.9) (0.7)
Net foreign exchange losses (1.7) – 
(8.4) (4.9)
Net pension finance costs
Expected return on pension fund assets 32.6 30.7
Interest on pension fund liabilities (34.7) (32.9)
(2.1) (2.2)
Net finance costs (8.9) (5.7)
54 Uniq Annual Report 2006
Notes to the financial statements
for the year ended 3 1 March 2006 9. Taxation 
2006 2005
£m £m
Credit/(charge) on loss for the year
UK corporation tax at 30% (2005: 30%)
– current – – 
– prior year items 0.2 5.2 
Overseas tax
– current (7.6) (7.0)
– prior year items 2.8 0.6 
Total current tax charge (4.6) (1.2)
Deferred tax
– credit/(charge) excluding temporary differences on pension costs 4.3 (13.0)
– credit for temporary differences on pension costs 0.7 0.8 
0.4 (13.4)
Classified as:
Trading activities
– current (6.3) (5.6)
– adjustment relating to prior periods 5.0 (10.4)
(1.3) (16.0)
Significant items (note 7) 1.7 2.6 
0.4 (13.4)
The adjustment relating to prior periods of £5.0m represents tax liabilities that have been settled for less than amounts provided for
in prior years. Total tax credit of £0.4m comprises UK: £1.0m credit and overseas: charge of £0.6m. The charge in 2005 of £13.4m
comprises UK: £6.5m and overseas: £6.9m.
The group has used tax losses to reduce tax payments in respect of the current and prior years.
Reconciliation of the current tax charge to the 30% standard rate
2006 2005
£m £m
Loss before tax (26.0) (63.6)
Tax credit at UK corporation tax rate of 30% 7.8 19.1 
Taxation credit/(charge) 0.4 (13.4)
Difference 7.4 32.5 
Explained by:
Costs not deductible for tax purposes 0.4 0.9 
Goodwill written off or impaired 1.3 16.6 
Tax losses, including capital allowances, not recognised 10.5 10.5 
Capital losses used on sale of businesses (0.3) (2.6)
Financing of overseas operations – (2.2)
Other current year items 0.5 (1.1) 
Prior year items (5.0) 10.4
7.4 32.5 
Uniq Annual Report 2006 55 10. Earnings per share
Basic and diluted earnings per share
Basic earnings per share is calculated on the basis of the weighted average of 113.5m (2005: 113.5m) ordinary shares in issue during
the year and a loss for the financial period of £25.6m (2005: £77.0m). There were no dilutive potential shares in the current financial
period (2005: nil).
Adjusted earnings per share
Adjusted earnings per share is shown by reference to earnings before significant items, exchange gains and losses on non-permanent
inter company loans and related tax and is calculated on the basis of the weighted average of 113.5m (2005: 113.5m) ordinary
shares in issue during the year. It also excludes prior year items. Adjusted earnings per share is presented as the directors consider 
that this gives valuable additional information about the ongoing earnings performance of the group, and is calculated as follows:
2006 2005
£m £m
Loss attributable to equity holders of the parent (25.6) (77.0)
Significant items (note 7) 30.6 86.2 
Exchange gains and losses on non-permanent inter company loans 1.5 –
Adjusted total 6.5 9.2
Tax on significant items (1.7) (2.6) 
Exclude taxation (credit)/charge on prior year items (5.0) 10.4 
Adjusted (loss)/earnings (0.2) 17.0 
Pence per Pence per
share share
Adjusted (loss)/earnings per ordinary share (0.2) 15.0 
11. Dividends
2006 2005 2006 2005
Pence per Pence per
share share £m £m
Dividends paid by Uniq plc
Final dividend 4.5 4.4 5.1 5.0 
Interim dividend 2.5 2.5 2.9 2.8
7.0 6.9 8.0 7.8 
At 31 March 2006, the 2006 final dividend had not been approved by the shareholders and as such was not included as a liability.
Subject to shareholders’ approval at the AGM, the final dividend is payable on 7 August 2006, to shareholders on the register of
shareholders at 7 July 2006.
56 Uniq Annual Report 2006
Notes to the financial statements
for the year ended 3 1 March 2006 12. Property, plant and equipment
2006 2005
Land and Plant and Land and Plant and 
buildings equipment Total buildings equipment Total
£m £m £m £m £m £m
Cost or valuation
At 1 April 116.8 267.7 384.5 106.5 242.3 348.8 
Additions 5.1 34.1 39.2 5.8 21.9 27.7 
Acquisitions 0.6 0.6 1.2 13.1 3.0 16.1 
Disposals (5.9) (12.9) (18.8) (10.0) (3.2) (13.2)
Write-off (1.4) (4.1) (5.5) –––
Exchange 2.1 1.8 3.9 1.4 3.7 5.1 
At 31 March 117.3 287.2 404.5 116.8 267.7 384.5 
Depreciation
At 1 April 13.5 188.2 201.7 9.5 151.7 161.2 
Provided in the year 3.9 17.2 21.1 3.7 20.5 24.2 
Disposals (1.1) (12.0) (13.1) – (2.5) (2.5)
Asset write-off (0.1) (2.0) (2.1) –––
Asset write-down 0.6 1.2 1.8 – 9.4 9.4 
Impairment 0.1 2.0 2.1 – 7.8 7.8 
Write-back – (5.2) (5.2) –––
Exchange 1.9 1.0 2.9 0.3 1.3 1.6 
At 31 March 18.8 190.4 209.2 13.5 188.2 201.7 
Net book value at 31 March 98.5 96.8 195.3 103.3 79.5 182.8 
Asset write-off
This resulted from the destruction of assets due to the fire at the Madrid site in May 2005, all of which has been recovered from
insurance proceeds.
Asset write-down
This resulted from the restructuring projects in both Northern Europe and the UK.
Impairment
The annual impairment review carried out at 31 March 2006 identified that the carrying value of the assets of our Spanish business
were in excess of the fair value.
Write-back
Following the decision to continue production at the Evercreech site, a £5.2m asset write-down, booked in September 2004, has
been reversed.
2006 2005
£m £m
Land and buildings by tenure
Freehold 114.1 113.3 
Leasehold: under 50 years 3.2 3.5 
117.3 116.8 
2006
Purchased Leased Total 
Land and buildings comprise: £m £m £m
Land 38.3 0.1 38.4
Buildings 59.6 0.5 60.1
97.9 0.6 98.5
Included in the net book value of plant and equipment are £1.5m (2005: £2.2m) of assets held under finance leases.
Uniq Annual Report 2006 57 13. Intangible assets 
2006 2005
Goodwill Software Total Goodwill Software Total
£m £m £m £m £m £m
Cost
At 1 April 110.1 18.7 128.8 154.1 13.1 167.2 
Additions – 1.9 1.9 – 4.5 4.5 
Acquisitions 1.3 – 1.3 2.3 0.8 3.1 
Disposals (2.8) (0.5) (3.3) –––
Impairment (4.3) – (4.3) (43.7) – (43.7)
Write-off – (5.0) (5.0) (4.8) – (4.8)
Exchange 1.5 0.5 2.0 2.2 0.3 2.5 
At 31 March 105.8 15.6 121.4 110.1 18.7 128.8 
Depreciation
At 1 April – 10.6 10.6 – 8.0 8.0 
Provided in the year – 3.3 3.3 – 2.4 2.4 
Disposals – (0.4) (0.4) –––
Write-off – (0.6) (0.6) –––
Exchange – 0.4 0.4 – 0.2 0.2 
At 31 March – 13.3 13.3 – 10.6 10.6 
Net book value at 31 March 105.8 2.3 108.1 110.1 8.1 118.2 
In accordance with the accounting policy for goodwill, described in note 1, goodwill arising on acquisitions since 1 April 1998 has
been capitalised. Goodwill arising on businesses acquired prior to 1 April 1998 amounting to £59.4m (2005: £59.4m) has been
written off to reserves in prior years.
Goodwill impairment
As a result of the annual impairment review carried out at 31 March 2006, it was identified that the carrying value of the assets of
our Spanish business were in excess of the fair value. In the prior year, it was identified that the businesses at Spalding, Annan and the
since disposed of Nordic salads business were impaired and were therefore written-down to their estimated recoverable amount.
Software write-off
Resulted from the restructuring of the group’s operations in the UK.
Goodwill is allocated to the group’s cash-generating units (CGU’s) or groups of cash generating units as set out below:
2006 2005
£m £m
United Kingdom 32.8 32.8
Northern Europe 73.0 73.0
Southern Europe – 4.3
105.8 110.1
The recoverable amounts of cash generating units were measured based on value in use and fair value less costs to sell calculations.
The cash flow projections used in these calculations were based on the financial budget for 2007 and the strategy plans for 2008
and 2009 approved by the board.
Beyond this period assumptions of business performance were extrapolated using the following growth rates:
United Kingdom 2.5%
Northern Europe 2.5%
Southern Europe 2.5%
The pre-tax discount rate used to calculate the value in use is 10.4%.
58 Uniq Annual Report 2006
Notes to the financial statements
for the year ended 3 1 March 2006 13. Intangible assets continued
Key assumptions in the recoverable amount calculation include:
i) Sales and margins: Based on historical trends adjusted for management views of future performance of each business unit. 
These future trends have been discussed and agreed at board level.
ii) Fair value less costs to sell: The Belgian and Spanish businesses all have a disposal assumption factored into their cash flows. 
The value of these disposal proceeds are based on the latest management views supported by the group’s external advisors.
14. Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities
Assets Liabilities Net
2006 2005 2006 2005 2006 2005
£m £m £m £m £m £m
Property, plant and equipment 5.5 2.7 (6.4) (4.3) (0.9) (1.6)
Intangible assets – – – (2.5) – (2.5)
Retirement benefit obligations 39.6 43.6 – – 39.6 43.6 
Provisions 1.2 1.4 – – 1.2 1.4 
Other items – – (1.6) (2.9) (1.6) (2.9)
46.3 47.7 (8.0) (9.7) 38.3 38.0 
Net deferred tax assets 
2006 2005
£m £m
At 1 April 38.0 53.4 
Income statement credit/(charge) 5.0 (12.2)
Statement of recognised income and expense (4.8) (2.2)
Utilised 0.1 (1.0)
At 31 March 38.3 38.0 
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items:
2006 2005
£m £m
Capital allowances in excess of depreciation 27.7 26.7 
Provisions 7.1 5.2
Tax losses 6.1 –
40.9 31.9 
Deferred tax assets have not been recognised in respect of these items because the availability of suitable taxable profits is uncertain.
15. Investments
Company
Investments in the company balance sheet of £225.2m (2005: £225.2m) represent shares in subsidiary undertakings.
16. Inventory 
2006 2005
£m £m
Raw materials and consumables 32.1 29.2 
Work in progress 2.4 3.4 
Finished goods and goods for resale 17.8 20.1 
52.3 52.7 
Uniq Annual Report 2006 59 60 Uniq Annual Report 2006
Notes to the financial statements
for the year ended 3 1 March 2006
17. Trade and other receivables 
Group Company
2006 2005 2006 2005
£m £m £m £m
Trade debtors 102.5 105.0 – – 
Amounts owed by subsidiary undertakings – – 43.3 22.5 
Other debtors 19.1 31.4 5.7 4.4 
Prepayments and accrued income 6.9 6.2 – – 
128.5 142.6 49.0 26.9 
18. Cash and cash equivalents 
Group Company
2006 2005 2006 2005
£m £m £m £m
Cash at bank 6.1 10.3 – – 
Short-term deposits 16.2 18.6 6.7 – 
Cash and cash equivalents per cash flow statement 22.3 28.9 6.7 – 
19. Borrowings
Group Company
2006 2005 2006 2005
£m £m £m £m
Current liabilities
Bank loans and overdrafts 96.0 4.5 93.6 1.6 
Obligations under finance leases 0.8 0.5 – –
96.8 5.0 93.6 1.6 
Non-current liabilities
Bank loans – 52.4 – 52.4 
Obligations under finance leases – 0.3 – –
– 52.7 – 52.4 
Cash at Borrowings Borrowings
bank and Bank Cash and due within due after
in hand overdrafts overdrafts one year one year Borrowings Net debt
£m £m £m £m £m £m £m
Analysis of net debt
At 1 April 28.9 (4.7) 24.2 (0.3) (52.7) (53.0) (28.8)
Change in maturity – – – (52.7) 52.7 ––
Cash flow (6.6) 2.0 (4.6) (41.1) – (41.1) (45.7)
At 31 March 22.3 (2.7) 19.6 (94.1) – (94.1) (74.5)
At 31 March 2006, the group had unsecured committed revolving credit facilities of £120.0m (2005: £120.0m) under which it 
may repay amounts borrowed at its option, whilst retaining the flexibility to reborrow under the facilities. These facilities expire on
16 October 2006.
£25.0m (2005: £25.0m) of the group’s debt drawn on the committed revolving credit facility incurs interest that is fixed during 
the term of the debt, through the use of an interest rate swap, with an effective interest rate of 8.28%. Interest on all other debt
drawings on the committed revolving credit facility are at floating rates based on LIBOR. Interest on overdrafts is based on either
UK base rate or EONIA. 20. Trade and other payables 
Group Company
2006 2005 2006 2005
£m £m £m £m
Trade payables 94.0 97.4 – –
Other payables, including social security 26.8 36.2 0.1 0.1 
Employee benefits 12.1 13.8 – –
Accruals and deferred income 65.9 58.7 2.2 2.7 
198.8 206.1 2.3 2.8 
21. Provisions 
2006 2005
Onerous Onerous
contract Other Total contract Other Total
£m £m £m £m £m £m
At 1 April 17.3 12.1 29.4 11.8 1.8 13.6 
Income statement charge 12.9 6.9 19.8 8.6 12.3 20.9 
Utilised (6.6) (5.3) (11.9) (3.1) (2.0) (5.1)
Released – (6.0) (6.0) –––
At 31 March 23.6 7.7 31.3 17.3 12.1 29.4 
Current liabilities 7.5 4.0 11.5 5.0 10.6 15.6 
Non-current liabilities 16.1 3.7 19.8 12.3 1.5 13.8 
23.6 7.7 31.3 17.3 12.1 29.4 
Provision releases
Relates to amounts credited to income statement as significant items, as these were previously provided as significant items in the 
prior year.
Onerous contract provision
Comprises the discounted value of a commitment in respect of an onerous contract relating to the Wincanton demerger of which
£7.5m is expected to be utilised within the next financial year. 
Other provisions
Include £1.2m in respect of vacant properties, the majority of which is expected to be utilised after the next financial year and
£6.5m of restructuring provisions of which £4.0m is expected to be utilised in the next financial year. The vacant property provision
is based on the estimated discounted rental shortfall over the term of the lease. 
Uniq Annual Report 2006 61 62 Uniq Annual Report 2006
Notes to the financial statements
for the year ended 3 1 March 2006
22. Derivatives and other financial instruments
Treasury risk management
A discussion of the group’s objectives, policies and strategies with regard to derivatives and other financial instruments is set out in
the financial review on pages 18 to 21.
Interest rate and other financial instruments
After taking into account the various interest rate and currency swaps and options entered into by the group, the effective currency
and interest rate exposures of the group’s net debt position at 31 March 2006 were as follows:
2006 2005
Sterling Euro Other Total Sterling Euro Other Total 
£m £m £m £m £m £m £m £m
Floating rate borrowings 30.0 41.0 – 71.0 0.5 30.9 0.5 31.9
Fixed rate borrowings 25.0 0.8 – 25.8 25.0 0.8 – 25.8
55.0 41.8 – 96.8 25.5 31.7 0.5 57.7
Currency swaps (27.9) 27.9 – – (10.3) 10.3 – –
27.1 69.7 – 96.8 15.2 42.0 0.5 57.7
Cash and liquid resources (17.8) (4.5) – (22.3) (18.6) (10.3) – (28.9)
Net borrowings/(cash) 9.3 65.2 – 74.5 (3.4) 31.7 0.5 28.8
All of the Sterling fixed rate borrowings of £25.0m (2005: £25.0m) are underlying floating rate borrowings fixed by using interest
rate swaps. The fixed rate borrowings have a weighted average interest rate of 8.28%.
Currency analysis of net assets
2006 2005
Sterling Euro Other Total Sterling Euro Other Total 
£m £m £m £m £m £m £m £m
Net (borrowings)/deposits (9.3) (65.2) – (74.5) 3.4 (31.7) (0.5) (28.8)
Other net assets (excluding goodwill) (34.9) 63.1 15.6 43.8 (64.3) 80.9 8.9 25.5 
Goodwill 32.8 73.0 – 105.8 32.8 77.3 – 110.1 
(11.4) 70.9 15.6 75.1 (28.1) 126.5 8.4 106.8 
In accordance with the group’s policy, all of the group’s assets and liabilities are denominated in, or are hedged to, the functional
currency of the subsidiary concerned. At 31 March 2006, the group held £70.9m of Euro net assets that were not hedged by Euro
borrowings. This is consistent with the group’s policy of maintaining average gross borrowings denominated in both Sterling and
Euros to broadly mirror the Sterling : Euro split of trading capital employed.
Fair values of financial instruments
The comparison of book and fair values of all the group’s financial instruments is set out below.
Where available, market values have been used to determine fair values. Where market rates are not available, fair values have been
calculated by discounting cash flows at prevailing interest and exchange rates. Other financial liabilities comprise provisions expected
to be utilised after more than one year. 22. Derivatives and other financial instruments continued
2006 2005
Book value Fair value Book value Fair value
£m £m £m £m
Cash at bank and in hand 6.1 6.1 10.3 10.3 
Liquid resources 16.2 16.2 18.6 18.6 
Debt (96.0) (96.0) (56.9) (56.9)
Leasing (0.8) (0.8) (0.8) (0.8)
Long term interest rate swaps and forward rate agreements (1.4) (1.4) – (1.5)
Forward exchange contracts (0.1) (0.1) – 0.2 
Derivatives to manage interest rate and currency of net debt (1.5) (1.5) – (1.3)
(76.0) (76.0) (28.8) (30.1)
Other financial liabilities –– (13.8) (13.8)
(76.0) (76.0) (42.6) (43.9)
23. Retirement benefit obligations
The group operates pension schemes in the UK and overseas. The main UK scheme is contributory for members and has two sections:
the defined benefit section and the defined contribution section. The defined benefit section is closed to new members but provides
benefits for existing and past employees based on final pensionable emoluments. The assets of the plan are held in a separate trustee
administered fund. The company also operates a small unfunded defined benefit pension scheme for benefits in excess of the Inland
Revenue earnings cap.
The results of the formal actuarial valuation as at 31st March 2004 were updated to the accounting date by independent qualified
actuaries in accordance with IAS 19. As required by IAS 19, the value of the defined benefit obligation and current service cost has
been measured using the projected unit credit method. 
The group provides pensions under certain overseas schemes, some of which provide defined benefits. With the exception of the
Dutch pension scheme, which is funded, all overseas schemes are unfunded.
Total contributions made to defined contribution schemes in the year were £0.6m (2005: £0.6m). The group expects to contribute
£20.2m to its defined benefit schemes in the next financial year.
The following table sets out the key IAS 19 assumptions used for the schemes. Overseas plans are quoted as a weighted average
based on liabilities. The expected rate of return on assets is derived by taking the weighted average of the long term expected rate of
return on each of the asset classes that the plan was invested in at 31 March 2006. The assumptions used by the actuaries have been
chosen from a range of possible actuarial assumptions about the future, which may not necessarily be borne out in practice.
Assumptions UK Overseas
2006 2005 2004 2006 2005 2004
% %% % %%
Inflation 2.9 2.8 2.8 1.9 1.9 2.0
Pension increases 2.9 2.6 2.6 2.1 1.9 2.0
Salary growth 4.4 4.3 4.3 2.7 2.7 3.0
Discount rate 5.1 5.5 5.6 4.2 4.7 5.3
Expected return for:
– equities 7.4 7.7 7.8 7.0 7.5 7.5
– bonds 4.4 5.1 5.2 5.0 5.0 5.0
– other 4.2 4.7 4.6 5.0 5.0 5.0
Longevity assumptions for the main UK scheme are 84.6 for a male currently aged 65 and 85.9 for a male aged 65 in 2026.
The following table sets out the fair value of assets, the present value of the IAS 19 liabilities and the resulting deficit of assets below
the IAS 19 liabilities (which equals the gross pension liability). The fair value of the schemes’ assets is not intended to be realised in
the short term and may be subject to significant changes before realisation. The present value of the schemes’ liabilities is derived
from cash flow projections over long periods and is thus inherently uncertain.
Uniq Annual Report 2006 63 23. Retirement benefit obligations continued
2006 2005
UK Overseas Total UK Overseas Total
£m £m £m £m £m £m
Fair value of plan assets
Equities 337.3 7.7 345.0 321.1 6.3 327.4 
Bonds and gilts 246.6 10.6 257.2 170.2 8.8 179.0 
Other 2.2 0.4 2.6 3.9 0.7 4.6 
586.1 18.7 604.8 495.2 15.8 511.0 
Present value of defined benefit obligation
Funded (683.8) (25.5) (709.3) (613.1) (21.5) (634.6)
Wholly unfunded (4.1) (16.5) (20.6) (3.7) (14.6) (18.3)
(687.9) (42.0) (729.9) (616.8) (36.1) (652.9)
Net liability in balance sheet (101.8) (23.3) (125.1) (121.6) (20.3) (141.9)
Movement in deficit during the year
At 1 April (121.6) (20.3) (141.9) (123.2) (16.4) (139.6)
Current service cost (3.7) (1.2) (4.9) (4.4) (1.1) (5.5)
Past service cost (0.1) 0.1 – – (0.3) (0.3)
Gains on curtailments and settlements 0.9 0.1 1.0 – 2.1 2.1 
Contributions by the employer 18.9 1.4 20.3 13.0 1.2 14.2 
Net finance charge (1.4) (0.7) (2.1) (1.1) (1.1) (2.2)
Actuarial gain/(loss) 5.2 (2.4) 2.8 (5.9) (4.3) (10.2)
Exchange – (0.3) (0.3) – (0.4) (0.4)
At 31 March (101.8) (23.3) (125.1) (121.6) (20.3) (141.9)
Amounts recognised in the income statement
Current service cost (3.7) (1.2) (4.9) (4.4) (1.1) (5.5)
Past service cost (0.1) 0.1 – – (0.3) (0.3)
Gains on curtailments and settlements 0.9 0.1 1.0 – 2.1 2.1 
Recognised in operating profit (2.9) (1.0) (3.9) (4.4) 0.7 (3.7)
Interest cost (33.0) (1.7) (34.7) (31.0) (1.9) (32.9)
Expected return on plan assets 31.6 1.0 32.6 29.9 0.8 30.7 
Recognised in finance charges (1.4) (0.7) (2.1) (1.1) (1.1) (2.2)
Total expense recognised in the income statement (4.3) (1.7) (6.0) (5.5) (0.4) (5.9)
Amounts recognised in the statement of recognised income and expense
Actuarial gains/(losses) 5.2 (2.4) 2.8 (5.9) (4.3) (10.2)
Effect of asset limit ––– –––
5.2 (2.4) 2.8 (5.9) (4.3) (10.2)
The cumulative gains and losses recognised in the statement of recognised income and expense since transition is £7.4m. The actual
return on plan assets was £108.5m (2005: £53.1m).
64 Uniq Annual Report 2006
Notes to the financial statements
for the year ended 3 1 March 2006 23. Retirement benefit obligations 
2006 2005
UK Overseas Total UK Overseas Total
£m £m £m £m £m £m
Reconciliation of present value of defined benefit obligation
At 1 April (616.8) (36.1) (652.9) (578.5) (32.5) (611.0)
Current service cost (3.7) (1.2) (4.9) (4.4) (1.1) (5.5)
Past service costs (0.1) 0.1 – – (0.3) (0.3)
Interest cost (33.0) (1.7) (34.7) (31.0) (1.9) (32.9)
Contributions by plan participants (0.8) 0.4 (0.4) (1.1) 0.1 (1.0)
Actuarial losses (69.9) (3.2) (73.1) (30.7) (1.9) (32.6)
Benefits paid 35.5 0.2 35.7 28.9 0.2 29.1 
Gains on curtailments and settlements 0.9 0.1 1.0 – 2.1 2.1 
Exchange – (0.6) (0.6) – (0.8) (0.8)
At 31 March (687.9) (42.0) (729.9) (616.8) (36.1) (652.9)
Reconciliation of fair value of plan assets
At 1 April 495.2 15.8 511.0 455.3 16.1 471.4 
Expected return on plan assets 31.6 1.0 32.6 29.9 0.8 30.7 
Actuarial gains/(losses) 75.1 0.8 75.9 24.8 (2.4) 22.4 
Contributions by the employer 18.7 0.6 19.3 13.0 0.6 13.6 
Contributions by plan participants 1.0 0.4 1.4 1.1 0.5 1.6 
Benefits paid (35.5) (0.2) (35.7) (28.9) (0.2) (29.1)
Exchange – 0.3 0.3 – 0.4 0.4 
At 31 March 586.1 18.7 604.8 495.2 15.8 511.0 
Experience gains and losses
Experience adjustments on plan assets:
Amount £m 75.1 0.8 75.9 24.8 (2.4) 22.4 
Percentage of plan assets 12.8% 4.3% 12.5% 5.0% (15.2)% 4.4%
Experience adjustments on plan liabilities:
Amount £m 2.5 (0.8) 1.7 3.6 1.0 4.6 
Percentage of the present value of the plan liabilities 0.4% (1.9)% 0.2% 0.6% 2.8% 0.7%
24. Share capital 
Group Company
2006 2005 2006 2005
£m £m £m £m
Authorised
995,906,427 ordinary shares of 10p each 99.6 99.6 99.6 99.6
4,999,800 redeemable preference shares of 1p each – 0.1 – 0.1
Called up and allotted
114,833,817 ordinary shares of 10p each 11.5 11.5 11.5 11.5
4,999,800 redeemable preference shares of 1p each – 0.1 – 0.1
11.5 11.6 11.5 11.6
All of the redeemable preference shares were redeemed at par and cancelled on 23 May 2005.
Uniq Annual Report 2006 65 25. Shareholders’ equity
Group Share Share Merger Hedging Translation Retained 
capital premium reserve reserve reserve earnings Total
£m £m £m £m £m £m £m
At 1 April 2004 (restated) 11.6 0.1 (330.2) – – 516.2 197.7 
Loss for the year – – – – – (77.0) (77.0)
Share-based compensation charge – – – – 0.6 0.6 
Dividends – – – – – (7.8) (7.8)
Net actuarial loss on pension schemes – – – – – (12.4) (12.4)
Exchange – – – – 5.7  – 5.7 
At 31 March 2005 (restated) 11.6 0.1 (330.2) – 5.7  419.6 106.8 
At 31 March 2005 (restated) 11.6 0.1 (330.2) – 5.7  419.6 106.8 
IAS 39 transition adjustments – – – (2.5) – 1.1 (1.4)
At 1 April 2005 (restated) 11.6 0.1 (330.2) (2.5) 5.7 420.7 105.4 
Loss for the year – – – – – (25.6) (25.6)
Redemption of preference shares (0.1) – – – – – (0.1)
Share-based compensation charge – – – – – 0.9 0.9 
Share options exercised – – – – – 0.5 0.5 
Dividends – – – – – (8.0) (8.0)
Gains and losses deferred in equity – – – 5.1 – – 5.1 
Net actuarial loss on pension schemes (net of tax) – – – – – (2.0) (2.0)
Exchange – – – – (1.1) – (1.1) 
At 31 March 2006 11.5 0.1 (330.2) 2.6 4.6  386.5 75.1 
Goodwill arising on businesses acquired prior to 1 April 1998 amounting to £59.4m (2005: £59.4m) has been written off to reserves
in prior years.
Merger reserve
The merger reserve arose as a result of a group reconstruction carried out in 2000. Under a Scheme of Arrangement approved by 
the High Court and shareholders at the time, all shares in the then quoted group company were cancelled and new shares were
issued to shareholders in Uniq plc, the new quoted company. The merger reserve is the difference arising on consolidation between
the nominal value of the new shares and the nominal value of the shares previously held, together with the associated share
premium. The merger reserve arises only on consolidation and therefore does not impact the individual Uniq plc company accounts
or distributable reserves.
Hedging reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments
related to hedged transactions that have not yet occurred.
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign
operations, as well as from the translation of liabilities that hedge the company’s net investment in a foreign subsidiary.
IAS 39 transition adjustments
IAS 39 and IAS 32 came into effect on 1 April 2005 and the group elected to take the exemption not to restate comparatives. 
As a result of these standards, financial instruments have been recognised or revalued in the opening balance sheet at 1 April 2005
decreasing reserves by £1.4m. This £1.4m net adjustment comprises a debit fair value adjustment on transition arising on interest
rate swaps of £2.5m, a credit in respect of unamortised interest rate swap premiums of £0.9m and credit fair value adjustments to
forward contracts of £0.2m. 
66 Uniq Annual Report 2006
Notes to the financial statements
for the year ended 3 1 March 2006 25. Shareholders’ equity 
Employee Share Ownership Trust
Retained earnings includes the Employee Share Ownership Trust (‘ESOT’) which was established in June 1997. It is empowered to
purchase and hold shares in Uniq plc (the company) in order to meet certain future obligations of the group in respect of options 
or shares awarded under share option schemes and long term incentive plans operated by the group from time to time. Dividends
receivable on the shares owned by the ESOT have been waived. At 31 March 2006 the ESOT held 1,298,825 (2005: 1,298,825)
shares in the company which had a market value of £1.6m (2005: £1.9m).
Refer to page 34 in the remuneration report for the general terms and conditions that relate to share option schemes.
Company Share Share Hedging Retained 
capital premium reserve earnings Total
£m £m £m £m £m
At 1 April 2004 (restated) 11.6 0.1 – 197.0 208.7 
Loss for the year – – – (3.2) (3.2)
Dividends – – – (7.8) (7.8)
At 31 March 2005 (restated) 11.6 0.1 – 186.0 197.7 
At 31 March 2005 (restated) 11.6 0.1 – 186.0 197.7
IAS 39 transition adjustments – – (2.5) 1.1 (1.4)
At 1 April 2005 (restated) 11.6 0.1 (2.5) 187.1 196.3
Loss for the year – – – (3.8) (3.8)
Redemption of preference shares (0.1) – – – (0.1)
Dividends – – – (8.0) (8.0)
Gains and losses deferred in equity – – 1.1 – 1.1
At 31 March 2006 11.5 0.1 (1.4) 175.3 185.5 
Transition adjustments to IFRS
Under IFRS, dividends are only recognised in the period that they are approved by the shareholders. The 2005 final proposed
dividend of £5.1m has therefore been excluded from retained earnings in that year and no longer recognised as a payable at 
31 March 2005.
IAS 39 transition adjustments
IAS 39 and IAS 32 came into effect on 1 April 2005 and the company took the exemption not to restate comparatives. As a result 
of these standards, financial instruments have been recognised or revalued in the opening balance sheet at 1 April 2005 decreasing
reserves by £1.4m. This £1.4m net adjustment comprises a debit fair value adjustment on transition arising on interest rate swaps 
of £2.5m, a credit in respect of unamortised interest rate swap premiums of £0.9m and credit fair value adjustments to forward
contracts of £0.2m. 
Share option schemes 2006 2005
Weighted Weighted
average average 
Number of exercise Number of exercise
Outstanding share options options price options price
Outstanding at 1 April 3,092,210 225.5p 4,372,253 237.1p
Exercised during the year –– (135,000) 161.5p
Lapsed during the year (1,429,607) 210.5p (1,145,043) 279.2p
At 31 March 1,662,603 238.4p 3,092,210 225.5p
Uniq Annual Report 2006 67 25. Shareholders’ equity continued
Weighted Average 
average Exercise price exercise
contractual life range Dates of grant price
Executive option scheme 4.4 years 161p-514p 1996-2002 238.4p
All options are settled by physical delivery of shares.
The total consideration receivable if all options outstanding were exercised would be £3,962,965.
The weighted average share price at the date of exercise of share options exercised during 2005 was 188.5p.
No options were exercised during the period.
Uniq Performance Incentive Plan
Remaining
Outstanding contractual
Equity settled awards granted in: shares life (years)
2003 643,925 7.3
2004 659,146 8.1
2005 922,267 9.3
2,225,338
The exercise price for these awards is zero.
The fair value of services received in return for share options granted are measured by reference to the fair value of share options
granted. The estimate of the fair value of services received is measured based on a Monte Carlo model. Assumptions used in the
Monte Carlo model for share options granted during the period are as follows:
2006 2005
Expected volatility 27.0% 39.0%
Risk free interest rate 4.4% 5.0%
Dividend yield 3.5% 3.5%
Correlation coefficient 5.5% 7.2%
The expected volatility is wholly based on the historic volatility, calculated based on the weighted average remaining life of the  
share options.
The total expenses recognised for the year arising from share based payments are as follows:
2006 2005
£m £m
Equity settled share based payment charge 0.9 0.6 
Total carrying amount of liabilities 1.6 0.7 
26. Acquisitions 
On 18 April 2005 the group acquired the Subliem BVBA salads business for £2.7m. This has been accounted for using the acquisition
method of accounting and details of assets acquired and fair value adjustments are shown below:
Book value at Fair value 
acquisition adjustments Fair value
£m £m £m
Property, plant and equipment 1.9 (0.7) 1.2
Working capital 0.2 – 0.2 
Net assets acquired at fair value 2.1 (0.7) 1.4 
Goodwill on acquisition 1.3 
Cost of acquisition 2.7 
Disclosure of the subsequent profit of the Subliem business is not practical as the business was fully integrated into existing
operations from the date of acquisition.
68 Uniq Annual Report 2006
Notes to the financial statements
for the year ended 3 1 March 2006 27. Commitments
2006 2005
£m £m
Capital commitments contracted, but not provided 2.8 1.0 
2006 2005
Land & Other Land & Other
buildings leases Total buildings leases Total
£m £m £m £m £m £m
Operating lease commitments expiring:
– Within one year 1.8 2.4 4.2 1.7 1.3 3.0
– Between one and five years 4.0 2.6 6.6 5.1 3.6 8.7 
– After five years 2.9 – 2.9 3.1 – 3.1
8.7 5.0 13.7 9.9 4.9 14.8
28. Contingent liabilities
Guarantees and contingencies exist in the ordinary course of business. Certain guarantees are performance related.
29. Related party transactions
The group has a related party relationship with its subsidiaries (these are listed in note 30) and with its key management personnel.
Key management personnel are classed as the directors (including the non-executive directors). Directors’ remuneration is disclosed 
in table 1 on page 36.
30. Principal subsidiaries at 31 March 2006
Country of 
incorporation and 
Subsidiary undertaking Principal activity principal operation 
Uniq (Holdings) Limited Investment holding company Great Britain
Uniq Prepared Foods Limited Principal trading company for the UK chilled 
convenience food manufacturing businesses Great Britain
Uniq Belgium NV Chilled convenience food manufacture Belgium
Marie Frais SAS Chilled convenience food manufacture France
Marie Surgelés SAS Frozen convenience food manufacture France
St Hubert SAS Manufacture of spreads France
Uniq Deutschland GmbH Chilled convenience food manufacture Germany
Uniq Convenience Foods Nederland BV Chilled convenience food manufacture Netherlands
Uniq Lisner Sp.zo.o Chilled convenience food manufacture Poland
Andros Food SA Chilled convenience food manufacture Spain
Notes:
All subsidiary undertakings are 100% owned by the group. Uniq (Holdings) Limited is owned by Uniq plc and the remainder are held through subsidiary undertakings.
Companies incorporated in Great Britain are registered in England and Wales.
Uniq Annual Report 2006 69 31. Events after the balance sheet date
The group has negotiated the replacement of the existing £120m facility with a £160m multi-currency revolving credit facility which
matures in March 2008. The new facility will be on a secured basis and will increase the average cost of borrowing with the average
margin over LIBOR increasing by 1.2%. We anticipate renegotiating the facilities by 30 June 2007 to reflect the reduced requirement
of the group as a result of the potential disposals.
If the £160m has not however been repaid as at 30 June 2007, the group has agreed to issue warrants to the banks in respect of 5%
of the issued ordinary share capital, exercisable between June 2007 and June 2009 at a 25% discount to the average share price over
the 30 day period commencing 1 June 2007.
The UK pension fund will also be granted security as part of these financing arrangements and will have cash provided into a secure
account up to the value of the IAS 19 deficit if the disposal of the French spreads business goes ahead. These arrangements have
been cleared with the Pensions Regulator.
32. Comparative data restated in accordance with the transition to IFRS
IFRS 1 requires a reconciliation of the loss reported under UK GAAP to that reported under IFRS for the latest period in the most
recent annual financial statements, being 31 March 2005.
IFRS 1 also requires a reconciliation of shareholders’ equity under UK GAAP at the date of transition to IFRS, 1 April 2004, and 
for the most recent presented annual financial statements, being 31 March 2005.
Year ended
31 March
2005
Reconciliation of loss for the year Note £m
Loss for the year under UK GAAP, as reported (83.7)
Goodwill amortisation a 10.0 
Goodwill impairment b (3.1)
Net pension finance costs c (0.1)
Inventory d 0.2 
Leases e 0.1 
Share based payments f (0.1)
Taxation g (0.3)
Loss for the year under IFRS (77.0)
Year ended
31 March
2005
Reconciliation of shareholders’ equity at 1 April 2004 Note £m
Shareholders’ equity under UK GAAP, as reported 193.3 
Inventory d (0.4)
Leases e 0.1 
Share based payments f 0.1 
Taxation g 1.6 
Dividends h 5.0 
Retirement benefit obligations i (1.3)
Employee benefits j (0.9)
Reclassification k 0.2 
Shareholders’ equity under IFRS at 1 April 2004 197.7 
70 Uniq Annual Report 2006
Notes to the financial statements
for the year ended 3 1 March 2006 Uniq Annual Report 2006 71
32. Comparative data restated in accordance with the transition to IFRS continued
Year ended
31 March
2005
Reconciliation of shareholders’ equity at 31 March 2005 Note £m
Shareholders’ equity under UK GAAP, as reported 92.9 
Goodwill amortisation a 10.0 
Goodwill impairment b (3.1)
Inventory d (0.2)
Leases e 0.2 
Taxation g 1.4 
Dividends h 5.1 
Retirement benefit obligations i (1.5)
Employee benefits j (0.9)
Reclassification k 0.8 
Exchange l 2.1 
Shareholders’ equity under IFRS at 31 March 2005 106.8
Notes
(a) UK GAAP requires goodwill to be amortised over its expected useful economic life. Under IFRS, goodwill is no longer amortised but held at carrying value on the
balance sheet and tested annually for impairment.
(b) Due to the increased value of goodwill, resulting from the reversal of the UK GAAP amortisation charge, the goodwill impairment charge previously booked under 
UK GAAP has increased by £3.0m under IFRS. This has also resulted in goodwill written off of £0.1m, under UK GAAP, relating to the closure of a business being
reversed under IFRS.
(c) The reduction in pension plan assets resulting from the use of the bid value to value plan assets rather than the mid-market value, as required under IAS 19, has 
resulted in a corresponding reduction in the expected return on these assets of £0.1m.
(d) Under IAS 2, inventory must be measured at the lower of cost and net realisable value with cost formulae, such as standard cost, allowed where the results
approximate actual cost. Under UK GAAP, certain entities in the group measured inventory at standard cost.
(e) The requirements of IAS 17 do not differ greatly from UK GAAP, however, a number of leases that were previously classified as operating leases are now required to 
be accounted for as finance leases.
(f) Under UK GAAP, a liability has been recognised for schemes where shares are awarded based on the intrinsic value of the awards. Under IFRS, the balance sheet entry 
is based on the fair value of the share awards and results in a credit to equity for the equity-settled awards.
(g) Under IFRS, deferred tax is recognised on differences between balance sheet values and the tax values of assets and liabilities whereas under UK GAAP, deferred tax 
was recognised on timing differences. As a result deferred tax assets and liabilities in respect of fair value adjustments to fixed assets have now been recognised. The
corporation tax liability has also been amended for the impact of IFRS adjustments affecting profit before tax.
(h) Under UK GAAP, the dividend payable is recognised in the income statement when it is proposed. Under IFRS, the dividend charge is not recognised in the income
statement but is recognised directly in reserves and only in the period that it is approved by the shareholders/directors.
(i) The most significant technical difference between IAS 19 and FRS 17 affecting the group is the required use of the bid value to value plan assets rather than the
mid-market value which results in a decrease in scheme assets and together with the increased net pension finance costs increases the retirement benefit obligations.
(j) A number of employee benefit obligations, relating to Uniq’s European operations, were previously not required to be accounted for under UK GAAP. With the
introduction of IAS 19 these obligations are now required to be recorded.
(k) Under IFRS the liability for equity-settled share awards has been reclassified to equity from payables.
(l) Under IAS 21, goodwill arising on the acquisition of a foreign operation must be treated as an asset of that operation and therefore translated at the closing rate at the
balance sheet date on consolidation. Uniq had denominated the whole of the goodwill arising on the Terranova acquisition, in 1999, relating to the group’s European
operations in Sterling. From transition date all goodwill relating to the group’s European operations will be denominated in Euro.
Further detailed information regarding the transition to IFRS is available on the group’s website at www.uniq.com. 72 Uniq Annual Report 2006
2006 2005
(9)
2004
(8)
2003
(8)
2002
(8)
Note £m £m £m £m £m
Income statement
Revenue 825 879 949 988 1,374 
Operating profit before significant items
Continuing operations 13.5 28.3 39.5 27.0 18.6 
Discontinued operations – – (4.2) 9.0 11.9 
13.5 28.3 35.3 36.0 30.5 
Net finance costs (6.8) (3.5) (5.1) (11.6) (16.1)
Other finance (costs)/income (2.1) (2.2) (5.5) 2.1 5.7 
Profit before tax and significant items 4.6 22.6 24.7 26.5 20.1 
Significant items (30.6) (86.2) (40.3) (9.8) (134.2)
Taxation 0.4 (13.4) 9.7 8.4 13.1 
(Loss)/profit after taxation (25.6) (77.0) (5.9) 25.1 (101.0)
Capital structure
Trading capital employed 1 274.7 277.5 344.1 399.2 425.8 
Net debt 2 (74.5) (28.8) (12.5) (41.6) (184.7)
Retirement benefit obligations (125.1) (141.9) (138.3) (162.3) (55.2)
Shareholders’ funds 3 75.1 106.8 193.3 195.3 185.9 
Cash flow from operating activities (2.9) 33.8 50.8 52.0 40.8 
Capital expenditure 40.6 31.3 24.9 23.3 46.5 
Depreciation 24.4 26.6 29.6 33.2 43.9 
Per ordinary share pence pence pence pence pence
Basic earnings (22.6) (67.8) (5.2) 22.2 (89.2)
Adjusted earnings 4 (0.2) 15.0 16.7 17.6 13.3 
Dividends 7.0 6.9 6.7 5.5 4.0 
Net assets 5 66 94 168 170 162 
Interest and dividend cover (times) 6
Interest cover 2.0 8.1 6.9 3.1 1.9 
Dividend cover – 2.2 2.5 3.2 3.4 
Ratios % % %%%
Return on trading capital employed 7 2.6 5.3 6.5 5.9 4.3 
Operating profit/turnover 1.6 3.2 3.7 3.6 2.2 
Net debt gearing 2 99.2 27.0 6.5 21.3 99.4 
Notes:
1 Trading capital employed is defined as net assets plus net debt and IAS 19 retirement benefit obligations.
2 Net debt includes total loans and obligations under finance leases less cash at bank and short term deposits. Net debt gearing represents net debt as a percentage 
of shareholders’ funds.
3 Shareholders’ funds represent share capital and reserves.
4 Adjusted earnings per share is calculated in accordance with note 10 to the financial statements.
5 Net assets per share have been calculated by dividing shareholders’ funds by the number of ordinary shares in issue at the year end.
6 Interest cover is based on finance costs excluding net retirement benefit funding finance costs or income relating to IAS 19; dividend cover is calculated on 
adjusted earnings.
7 Return on trading capital employed represents operating profit before significant items as a percentage of trading capital employed (as adjusted for the effect 
of the timing of major acquisitions and disposals) including all goodwill arising at cost on acquisitions (whether capitalised or charged to reserves).
8 2004 and prior comparatives have not been restated for the adoption of IFRS which the Group adopted with effect from 1 April 2004. 
9 IAS 39 was adopted with effect from 1 April 2005 for which prior year comparatives have not been restated.
Five year record Financial calendar
Full year results Preliminary announcement on 6 June 2006
Annual Report Posted to shareholders in June 2006
Annual general meeting To be held at noon on 21 July 2006 at: 
Stationers’ Hall, Ave Maria Lane, London EC4M 7DD
Half year results Interim announcement November 2006
Ordinary dividends Interim – paid 3 January 2006
Final – payable 7 August 2006 to shareholders on the register on 7 July 2006
Capital gains tax base cost for shareholders pre 2001
Both the demerger of Wincanton and the divestment of the Dairy and Cheese business and connected return of capital to
shareholders give rise to a need to split the base cost for capital gains tax purposes of your Uniq plc (formerly Unigate PLC) 
shares, if you held them on the relevant dates as follows:
1. If you were a Uniq (Unigate) shareholder on 3 July 2000 you were given shares representing an interest in Unigate Dairies which
Dairy Crest then offered to buy from you for cash, a loan note or Dairy Crest shares. HM Revenue & Customs have indicated that 
they will accept a split of your base cost of 78.66% to Uniq plc and 21.34% to the cash, shares or loan note given by Dairy Crest.
2. If you were a Uniq plc shareholder on 17 May 2001 you will have received one Uniq share and one Wincanton share for each 
two Uniq shares then held. You should again split your base cost (that is the 78.66% of your original base cost if you held the shares
prior to 3 July 2000) between your Wincanton and Uniq shares and this base cost should be allocated 50.24% to Wincanton plc and
49.76% to Uniq plc shares. HM Revenue & Customs have indicated that for convenience a 50/50 split may be used. 
Share registrar – Lloyds TSB
If you have any questions about your holding or wish to notify any change in your details please contact the registrar at: Lloyds TSB
Registrars, The Causeway, Worthing, West Sussex BN99 6DA. Telephone: 0870 600 3970. (There is also a disability helpline for
shareholders with hearing difficulties: 0870 600 3950.) Whenever you contact the registrar, please quote the full names in which
your shares are held. Please advise the registrar promptly of any change of address. Lloyds TSB Registrars have a secure web-based
enquiry service for shareholders. The ‘Shareview’ site (www.shareview.co.uk) will only contain information available on public
registers. Shareholders will be invited to enter their name, shareholder reference (account number) and postcode and will be 
able to view information on their own holding.
Share dealing service
Shareholders can take advantage of a dealing service operated by Lloyds TSB Registrars by logging on to
‘www.shareview.co.uk/dealing’ for internet dealing or by calling 0870 850 0852 for telephone dealing. Alternatively, Uniq shares
may also be dealt through the company’ s brokers at a special commission rate. If you would like further information please contact
JPMorgan Cazenove, 20 Moorgate, London EC2R 6DA. Telephone: 020 7155 5155.
Shareholders’ enquiries
If you have an enquiry about the company’ s business or about something affecting you as a shareholder that cannot be dealt with 
by Lloyds TSB Registrars you are invited to contact the Assistant Secretary, Clare Carpenter, at the company’ s address below. 
Secretary and registered office
JF Burkitt LLB, Uniq plc, No. 1 Chalfont Park, Gerrards Cross, Buckinghamshire SL9 0UN. 
Telephone: 01753 276000. Fax: 01753 276019. Registered in England and Wales, No. 3912506.
Shareholder information
% of
Analysis of ordinary shareholders issued shares
Fund management 37.78
Pension funds 6.65
Insurance companies 4.21
Individuals 8.07
Overseas holders 12.93
Other 30.36
100.00
% of
Size of shareholdings Holders Shares shares
Up to 1,000 12,298 3,939,045 3.43
1,001 – 10,000 1,997 4,729,574 4.12
10,001 – 100,000 166 5,666,093 4.93
100,001 – 250,000 31 5,219,188 4.55
Above 250,000 50 95,279,917 82.97
14,542 114,833,817 100.00
Uniq Annual Report 2006 73 Uniq plc
No. 1 Chalfont Park
Gerrards Cross
Buckinghamshire 
SL9 0UN
United Kingdom
T: 44 (0)1753 276000
F: 44 (0)1753 276071
www.uniq.com