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S & U PLC — Annual Report 2026
May 13, 2026
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Annual Report
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S&U plc
Annual Report and Accounts
for the period ended 5 February 2026
Recovery and
Renewal
S&U Plc Annual Report and Accounts 2026
Welcome to the S&U
Annual Report 2026
Founded in 1938, S&U’s mission is to provide Britain’s foremost motor, property
bridging and specialist finance service. Since 1999 our Advantage motor subsidiary
has provided finance for nearly 300,000 customers. In just nine years Aspen, our
property finance business has transacted nearly £800m in secured loans.
In the complex and ever changing world of financial services, over the past near ninety years, S&U’s
customers have relied on the company for one quality above all - TRUST. Trust is the golden seam
which runs through everything we do
In practice it means:
S&U Mission Statement
T EAMWORK R ESPECT � NDERSTANDING S ERVICE T RUTH
In any business the
guardians of integrity
are its people, and their
common pursuit of the
highest standards.
Loving your neighbour
is not simply at the
core of Christian values,
but transcends our
behaviour towards
everyone whatever
their race, gender,
religion or personality.
Valuing every customer
must be grounded in
a clear understanding
of their needs, wishes
and circumstances; this
guides the service we
offer them.
This is both the
product and the proof
of our understanding
and respect for our
customers, each other
and our neighbours.
Honesty, integrity and
transparency are the
best guarantees of the
way we treat all with
whom we do business.
If people trust S&U they
will have confidence in
the services we provide.
The good business
which results is our
justified reward.
Our Values
Making the customer
the heart of our business.
Respect for every
customer and always
treating customers fairly.
Conservative approach to
underwriting and collections
to enable sustainable growth.
Our Businesses
Motor Finance
Hire purchase motor
finance for nearly
300,000 customers
since 1999.
Property Bridging
Finance
Launched in early 2017
and growing steadily to
build on their significant
success.
Or go to:
www.suplc.co.uk
Scan the QR Code below to see
more information on our website
Highlights
Revenue (£m) Basic EPS (p)
22 23 24 25 26
115.6
115.4
102.7
87.9
107.4
22 23 24 25 26
147.4
209.2
277.5
312.8
195.2
Profit before tax (£m) Dividend Declared (p)
22 23 24 25 26
24.0
33.6
41.4
47.0
31.8
22 23 24 25 26
100.0
120.0
133.0
126.0
115.0
Read more in our Business Review
on pages 8 to 9
Contents
STRATEGIC REPORT
A1 Chairman’s Statement 04
A2 Strategic Report 07
A2.1 Strategic Review 07
A2.2 Business Review 08
A2.3 Funding Review 09
A2.4 Principal Risks and Uncertainties 09
A3 Statements of Viability and Going Concern 11
A4 Corporate Social Responsibility 16
A4.1 Employees 16
A4.2 Community 16
A4.3 Health and Safety and Diversity Policy 17
A4.4 Climate Change 17
A5 Section 172 Statement 20
A6 Approval of Strategic Report 20
CORPORATE GOVERNANCE
B1 Board of Directors 22
B2 Directors’ Remuneration Report 24
B2.1 Report of the Board to the
Shareholders on Remuneration Policy
24
B2.2 Annual Remuneration Report 27
B3 Governance 36
B3.1 Audit Committee Report 36
B3.2 Corporate Governance 38
B3.3 Compliance Statement 42
B4 Directors’ Report 43
B5 Directors’ Responsibilities Statement 45
C1 Independent Auditor’s Report 46
THE ACCOUNTS
D1 The Accounts 52
D1.1 Group Income Statement and
Statement of Comprehensive Income
52
D1.2 Balance Sheet 53
D1.3 Statement of Changes in Equity 54
D1.4 Cash Flow Statement 55
D2 Notes to the Accounts 56
OTHER INFORMATION
Financial Calendar 74
Officers and Professional Advisers 75
Strategic Report Corporate Governance The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 01
Founded in 1938, S&U’s mission is to provide Britain’s foremost motor, property
bridging and specialist finance service. Our loyal staff of over 250 serve more than
55,000 customers, numbers we plan to sustainably grow.
Property Bridging Finance
Approaching its 10th year, Aspen has produced successive years of
record results and is now an important contributor to the Group. It’s fair,
consistent, reliable, and responsive service to brokers and borrowers
alike has allowed it to grow without compromising underwriting
standards. It reinforces this by investment in new award-winning
products which attract a wide range of experienced developers, by new
process technology and by intensive staff training which will maintain
its competitive edge whatever the conditions in the residential property
market it serves.
Ed Ahrens
Chief Executive
Motor Finance
Advantage finance remains the cornerstone of the S&U Group. Over
more than two decades it has provided responsible finance for cars,
vans, motorcycles and caravans for nearly 300,000 customers. Based
in Grimsby, it employs more than 200 people. Close relationships
with regulators and industry advocates like the Finance and Leasing
Association allow it to play a leading role in promoting robust but
pragmatic and customer friendly legislation.
To do this, it invests carefully in systems, processes and technology,
including AI, enabling it to continuously improve and streamline its
service to customers. In doubling down on this, it is creating a strong
and sustainable platform for future growth.
Karl Werner
Chief Executive
S&U Plc Annual Report and Accounts 202602
Group at a glance
IN THIS SECTION
A1 Chairman’s Statement
04
A2 Strategic Report
07
A2.1 Strategic Review
07
A2.2 Business Review
08
A2.3 Funding Review
09
A2.4 Principal Risks and Uncertainties
09
A3 Statements of Viability and
Going Concern
11
A4 Corporate Social Responsibility
16
A4.1 Employees
16
A4.2 Community
16
A4.3 Health and Safety and
Diversity Policy
17
A4.4 Climate Change
17
A5 Section 172 Statement
20
A6 Approval of Strategic Report
20
Strategic
Report
Stock Code: SUS ― www.suplc.co.uk 03
I am pleased to confirm that the rebound in fortunes and profitability for S&U plc
predicted last year is now coming to pass. Group profit for 2025/26 was £31.8m
(2025: £24.0m) an increase of 32%.
Both Advantage, our motor finance division,
and Aspen, our property lending business, have
delivered strong results. Advantage has seen
a significant recovery following the regulatory,
legal and fiscal onslaught of the previous two
years. Advances there are well ahead of last
year, collection rates and loan book quality
have significantly improved and margins
strengthened; all this demonstrates a return
to disciplined growth. Irrespective of recent
events in the Middle East and their impact on
energy costs and potentially interest rates,
this trend fortunately continues. Indeed, at
Advantage early signs are that, maintaining our
strict affordability criteria to ensure that our
customers only borrow what they can afford
is actually reaping rewards as demand for the
lower cost vehicles we finance grows.
Aspen has achieved yet another record
year with gross receivables and income at
historic highs. Like Advantage, this has been
accompanied by good credit quality and
sustained yield discipline. For Aspen, the
implications of the Iranian conflict and its effect
on the UK residential property market are
more uncertain. In the credit column, demand
from overseas investors for “safe” British
assets is likely to continue. On the debit side,
potentially higher interest rates may, whatever
the significant underlying demand for housing,
deter or delay development. Much depends on
how long the war lasts.
In the meantime, S&U continues to plough its
own furrow. The return to growth has seen
Group receivables rise to £496.8m (2025:
£435.8m) whilst net assets are up to just
under £250m. Group gearing finished at 97.1%
against 80.8% a year ago as a further £50m
was invested and additional bank facilities
secured to match this. This revival in the Group’s
profitability has taken place against a more
positive environment in the markets which we
serve but since the end of S&U’s financial year,
the war in the Middle East has had a significant
impact on the cost of living, the trajectory of
interest rates, and consumer confidence. Thus,
whilst in December the Finance & Leasing
Association (FLA) statistics showed the UK
used car market up annually by 5% in volume,
by February used car volumes had fallen
slightly, although the market is still “resilient”.
Fortunately, demand is focussed on the more
affordable vehicles which are Advantage’s
bread and butter. The proportion of used car
purchases subject to finance continues to grow,
an appetite reflected in the record 3.1million
finance applications to Advantage last year,
an increase of 18% on the previous year. The
result was an increase in new agreements at
Advantage of no less than 44% to 18,279 in
2025/26.
The impact on the residential property market
served by Aspen has been more immediate.
After what the RICS called a “tentative recovery”
at the start of 2026, demand from buyers
spooked by the Middle East war fell by an
annualised 13% in March, according to Zoopla.
Government statistics showed residential
transactions down 6% year on year in February
although this was actually the highest monthly
total since March 2025.
Both markets and policymakers are operating
with limited visibility on the potential outcomes
of the conflict in the Middle East, inevitably
fueling uncertainty in the near future.
We are seeing greater stability and clarity in the
regulatory environment, which has reduced
the level of management time required at
Advantage compared with the past two years.
Most recently, the proposals by the Financial
Conduct Authority (FCA) regarding the structure
and scope of its redress schemes on motor
finance commissions appear where applicable
to Advantage, both affordable and manageable.
Furthermore, Advantage successfully concluded
its engagement with the FCA which began
in 2023 in April 2025. Customer relations
and repayment rates have returned to their
customary levels and latest Trustpilot ratings
remain at a record 4.9 out of 5.0. Equally
important are signs of a more consistent and
predictable approach by both the FCA and its
statutory offspring, the Financial Ombudsman
Service. Whilst properly concerned with
their obligations to consumers, especially
those deemed to be vulnerable, regulators
increasingly appear to recognise their obligation
to maintain an efficiently functioning finance
market which attracts and provides finance for
up to 17million citizens throughout the UK.
Although by no means guaranteed, this change
in emphasis by the regulators should be
confirmed by their forthcoming response to the
House of Lords Report 133 of the 17th of June
2025 entitled “Growing Pains – clarity & cultural
change required”.
The report’s 77 recommendations included
the removal of ten key barriers to growth
and international competitiveness. Many of
these paralleled earlier proposals from the
Government as part of the Leeds reforms,
which argued that financial services regulations
had gone too far in attempting to eliminate
risk. The FCA will be reporting to the Select
Committee on progress in these areas. This
may herald a change in attitudes towards risk
control and thereby reduce the risk premium
which has deterred investment into UK financial
services over the past decade. Certainly, a
meeting I attended in January with senior
FCA officials regarding such investment flows
elicited a distinct unity of purpose and sense of
cooperation, which was encouraging.
Delivering strong results
S&U Plc Annual Report and Accounts 202604
A1 Chairman’s Statement
£31.8m
Profit before tax (“PBT”)
(2025: £24.0m)
£107.4m
Revenue
(2025: £115.6m)
97.1%
Gearing
(2025: 80.8%)
£249.0m
Net Assets
(2025: £238.1m)
Advantage Finance
A rise of more than 41% in pre-tax profits
to £23.4m (2025: £16.5m) was both
well above budget and just one highlight
of a very good year at Advantage, as it
throws off the shackles of the regulatory
intervention of recent times. Net receivables
were up 12% at £317.1m (2025: £283.6m),
the result of new loan deals at 18,279,
an increase of 44% on the previous year.
Furthermore, average loan size and margins
increased throughout the year as Advantage
welcomed back a slightly higher proportion
of its traditional credit customers as well as
adding a significant number in the stable
self-employed sector.
Added to this, Advantage produced
significant improvements in collection rates
and credit quality, thus customer adherence
to contracted repayments averaged 90.5%
in the year (2025: 85.6%), ending in January
2026 at 93.1%. Customer arrears fell by
just over 20% in the year. This contributed
to a reduction in impairment which fell to
£12.8m against £33.2m in 2025.
As important for our relations with our
loyal customers, Advantage’s success in
dealing with people experiencing financial
difficulties was evidenced in the now record
82% of successful outcomes on revised
repayment arrangements throughout the
year. In the last resort of repossession, car
resale values recently reached 83% of trade.
A further highlight of Advantage’s year
saw the sign off from the FCA’s s166
investigation which began in 2023. As
expected, given Advantage’s successful
26-year trading record and its excellent
debt quality, the changes resulting from this
protracted and detailed process were more
evidential than substantive. The downside
of the process was the requirement to write
to around 25,000 former customers; the
vast majority of whom had been happy
with our service and sought no redress
whatsoever for it. Advantage carried out
this process entirely inhouse, a tribute to
the excellent pride in their work of all in the
business.
Progress at Advantage has been much
deeper and more long-lasting than ever
before. Foundations for future growth
have included a refinement of the credit
scorecard and the introduction of new
credit risk technology. Introduced in Q3,
these helped to produce a record 6,800
new loan deals, providing proof of the
Advantage’s potential for significant growth.
To reinforce Advantage’s growing debt
quality, underwriting teams are constantly
reviewing affordability calculations and
repayment patterns to ensure that our
credit criteria match our customers’
repayment capabilities.
The year also saw the significant benefits
anticipated from the use of Artificial
Intelligence coming to fruition. Early
projects involved collections efficiency, call
recording and greater customer advisor
productivity. AI should also offer new routes
to markets through dealers and better
integration with aggregators. AI is already
allowing Advantage to more clearly focus
on those customers who may require our
guidance and help through their repayment
journey.
Finally, the year ended with a flourish
through a very successful debt sale involving
£53m of aged and written-off book debt.
Such sales enhance profit and also clear the
decks for even higher levels of customer
service in future.
Aspen Bridging
Aspen Bridging finance, our property
lender, has delivered another set of record
results. Profit before tax is £8.8m (2025:
£7.2m), a 22% increase in a market for
residential letting and development which
has remained sluggish throughout the year.
House price growth by year end has slowed
to an annual 0.6%, leading Nationwide to
describe the market as merely “resilient”.
Stamp duty changes led to a spike in
transactions in March, although over the
year as whole they saw a slight decline.
The lettings market which the government
apparently see as a path to affordable
homes was deflated by tax changes to rental
income in April, and then by the Rental
Rights Act which makes rent increases and
repossessions more difficult.
Aspen’s balance sheet nevertheless grew
by nearly 33% in the year with net assets at
just over £17m; receivables growth reached
18% to a record £179.7m. Borrowing
required an additional £25m of funding to
£162.2m at year end. ROCE remained at
11.2% for the year with yield on the loan
book increasing slightly to 13.6%.
The year saw an excellent 40% increase in
new loan deals from both the shorter-term
bridging book and in a trebling of new loan
deals in the newer and longer-term buy
and bridge-to-let, 2 and 3-year products. By
value advances rose by 18% as borrowers
became more cautious as to loan size for
Aspen’s bridging products.
Aspen plans for substantial growth
and is putting in place flexible funding
arrangements to reflect this. This is
despite the war in the Middle East creating
uncertainty around interest rates and
mortgage availability making market
predictions difficult. The emphasis in
the year ahead will also be on Aspen’s
productivity, efficiency and as usual, flexible
reaction to a changing market.
In the meantime, the quality of Aspen’s
book remains very good. At year end, less
than 10% of its 245 live loans were beyond
term, well under budget. Total collection
receipts were 20% up on last year and
nearly 70% of loan deals settled within term
– a record.
Aspen’s staff continued to grow in number
and ability. At present, nearly half of our
employees have qualified as Certified
Practitioners in Specialist Property Finance
(CPSP) or achieved the Royal Institute
of Chartered Surveyors Valuation (RICS)
qualification. One member is taking a
Masters in Real Estate, a higher level of
qualification which we encourage.
During the year we welcomed to the Aspen
Board Richard Coombs, Wayne Hicklin and
Ian Miller-Hawes. This deserved recognition
will allow the next generation of the
company’s leadership to make its presence
felt even in a more challenging economic
climate.
Corporate Governance The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 05
Strategic Report
Governance and Regulation
Recent decades have sadly seen an erosion
of belief in the free enterprise system, a
system which has led to unparalleled levels of
prosperity and well-being into the 21st century.
This has led to continual state intervention
raising the share of gross national product the
government controls, the level of regulations it
uses and the taxation it demands to pay for this.
“Governance” is shorthand for this process of
intervention designed to reduce risk but instead
simply reducing commercial returns. Thus 40
years ago, Britain regularly enjoyed between
2% and 3% annual growth and the rise in living
standards this allowed. But over the past 20
years both in relative and absolute terms, UK
growth rates have varied between feeble and
non-existent thus over the same period, average
living standards have actually declined. As a
result, capital flows to the UK particularly to the
previously dominant financial services sector,
have gone into reverse.
Sadly, continual regulation often overseen by
those who even the current Prime Minister has
dubbed the army of “blockers and checkers”
must accept their share of the blame. Reversing
this and restoring the incentives for growth
and the prosperity it brings is not best achieved
through state initiatives, detailed directives or
well-meaning ESG requirements. More effective
by far is a climate of robust competition where
consumers dominate through their transparent
and flexible choice, conditioned only where
necessary by state intervention. As the House
of Lords Select Committee observed last year,
the deeply embedded culture of risk aversion
and high cost of compliance in the UK financial
services industry has suffocated its growth.
Evidence is within S&U’s own financial report.
40 years ago, it comprised 20 pages. This years’
report will be 75 pages. The financial results of
concern to the vast majority of our shareholders
used to appear on page 8, they are now
relegated to page 52, behind reams of well-
meaning text purporting to prove community
and consumer benefit. The latter plays little
part in investment decisions or in attracting
capital and hence little benefits the market of
17 million Britons we serve.
As the FCA’s s166 process confirmed, S&U
and Advantage in particular, have nearly 90
years’ experience of offering service and care
to their customers. Why? First, because for an
organisation with a family and Christian ethos,
it is right to do so. Second, because contented
customers are the life blood of our sustainable
commercial success. That ethos is exemplified
by our own board. This year we are delighted to
welcome two new members. Chris Freckelton
has proved a success as Chief Financial Officer
and becomes Group Finance Director. Finally,
we welcome Karl Werner Chief Executive
at Advantage Finance, who has steered the
company through a tempestuous time emerging
stronger, more focussed and energised than
before. Both appointments are richly deserved.
Dividend
Although the company’s share value has
increased substantially over the past financial
year, S&U can more directly and certainly
reward shareholders through its dividend policy.
In recent years, S&U has maintained a dividend
cover ratio of between 1.3 and 2.3. This year,
both the annual results and prospective trading
suggest a final dividend of 45p per ordinary
share (2025: 40p).
Total dividends for the year will therefore be
£1.15 per share (2025: £1.00 per share). As
usual, subject to shareholders approval at our
AGM on 24th June, the final dividend will be
paid on 24th July to shareholders on the register
on 3rd July.
Treasury & Funding
The year ended with Group borrowing at
£241.8m, an increase of just under £50m on
2025. Gearing rose to 97.1% from 80.8% last
year. Comfortable headroom was maintained by
securing an additional £50m of funding earlier
this year. The year was characterised by greater
cash demands from Advantage, as its book
grew especially in H2. Aspen saw slower sales
in H2 following excellent collections in H1 thus
requiring an additional £25m of funding.
We see potential for additional investment
this year of around £100m. The Group is
therefore engaged in a refinancing exercise
using securitised facilities which is anticipated
to be finalised in Q2. This process has been well
received by potential funders and should deliver
more funding at better rates for the Group.
Current trading and Outlook
Just over 50 years ago, the then Leader of the
Opposition, Margaret Thatcher, assured the
nation that “the way to recovery is through
profits.” In recent times, British Governments
of all colours, obsessed as they are with
income distribution over wealth creation, have
forgotten this, at S&U, we have not.
In a competitive environment, profit is the
most reliable bellwether of our success in
matching our products to our customers’ needs
and of our efficiency in doing so. The current
recovery shows we are on the right track, but
challenges and necessary improvements remain
– alongside real opportunities for growth. The
foundations for this are continually being made.
With welcome stability from our political leaders
and regulators, rewards will surely follow.
Anthony Coombs
Chairman
20 April 2026
S&U Plc Annual Report and Accounts 202606
A1 Chairman’s Statement
CONTINUED
Overview
The directors are required to publish a Section
172(i) statement showing how they have
fulfilled their duties under the Companies
Act 2006.
How S&U’s directors do this is set out below
in our Strategic and Business Review (A2), our
Corporate Social Responsibility Review (A4), our
Chairman’s Statement (A1) and our Governance
Section (B3). The Board has reviewed these
documents, how they describe the company’s
decision-making processes and the issues
which most inform S&U’s business strategy..
As a result, the Directors are confident firstly,
that the report fully covers areas of relevant
disclosure such as on Strategy, Employees,
Stakeholders, Suppliers, Customers, Community
and Ethics and secondly, that the extent of
these disclosures is consistent with the size and
complexity of the business.
A2.1 Strategic Review
S&U’s purpose and vision is to maximise profit
and returns to its shareholders in a sustainable
and responsible way. This provides security
for our employees, fairness for our customers,
credibility for our financial and other partners
and, ultimately, the ability to enhance the
communities and environment in which we
live, thus meeting our ESG responsibilities.
S&U have set up an ESG committee under my
chairmanship to progress these important
matters.
S&U operates in two areas of specialist finance.
The first and most established is Advantage
Finance, based in Grimsby and engaged for the
past two decades in the non-prime sector of the
motor finance business. During those 26 years
the remarkable success of Advantage has been
reflected in an excellent profit record. This long
experience has enabled Advantage to develop
hire purchase products suitable for customers
in lower and middle-income groups. Although
decent and hardworking, some of these
customers may have impaired credit records,
which left them unable to access inflexible
“mainstream” finance products. Advantage
provides simple, clear products which these
customers require.
As a result, Advantage currently now receives
over 3m unique applications a year and has
written nearly 300,000 customer loans since
starting trading in 1999. The loans currently
have an average original term of 4.7 years.
The success of Advantage, our motor financier,
depends as ever upon three fundamental
strengths. First is the enduring strength of the
UK motor market. The latest Finance & Leasing
Association (FLA) statistics show the UK used
car market growing by 8% by value and 5%
by volume in December 2025 and 57% of FLA
members anticipate some increase in new
business over the next year. Despite the gradual
growth of the market for electric vehicles, the
vast majority of Advantage customers still elect
to purchase a good quality used petrol, diesel or
hybrid vehicle.
Advantage’s second strength is its experienced,
sensitive and sophisticated under-writing.
Backed by ever more historical information;
Advantage uses this to analyse the likely
circumstances of actual and potential
customers. This year Advantage has updated
its customer affordability process and its credit
scoring system following s166 process which
concluded in April 2025.
Advantage’s third great strength is its customer
relations. Advantage has always regarded its
relationship with its customers as a partnership.
A weaker UK labour market means that well
intentioned customers occasionally require
knowledgeable assistance, and forbearance,
although, in the customer’s interest that should
be tempered by realism and clear guidance.
Our team at Advantage are well trained and
empathetic to the needs of their customers
which is yielding greater success in affordable
forbearance arrangements, which restore and
improve customers’ repayments and credit
scores. They underpin our responsibility under
Consumer Duty and are integral to Advantage’s
commercial success.
Whilst lending is on a fully secured basis, debt
quality at Aspen, our property bridging lender
also relies on the experience and reliability of
the borrower. In addition to short-term bridging,
Aspen has developed longer-term products and
small-scale development finance which offer
exciting opportunities for the SME builders
whom Aspen serves.
Aspen values its security properties
conservatively and keeps gross Loan to Values
to an average 70% and the business now only
considers experienced borrowers from the top
three quality bands. Such caution is justified.
Demand from such borrowers remains high and
hence offers good growth in 2026, Aspen plans
similar expansion this year.
“Mainstream” banks, including the newer
“challengers”, continue to lack the speed,
flexibility and appetite to furnish the smaller,
short-term loans in which Aspen specialises.
Experience continues to show that technology,
speed and a quality bespoke service – as well as
price – are what give smaller entrants like Aspen
their competitive edge.
Finally, the success of our businesses over
nearly 90 years and three family generations of
management is based on business philosophy.
The identity of interest between management
and shareholders, and consequent family
ethos, has fused our ambition for growth with
a conservative approach to both credit quality
and funding.
Corporate Governance The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 07
Strategic Report
A2 Strategic Report
Advantage Motor Finance
• PBT £23.4m (2025: £16.5m)
• New loan deals 18,279 (2025: 12,703) at £9,935 average advance (2025: £8,609)
• Revenue decreased by 10% to £83.0m (2025: £91.8m) following the contraction in the
average loan book during the s166 review
• Impairment at £12.8m (2025: £33.2m) reflecting a decrease in customer arrears this year
• Administrative expenses increased by 32% reflecting increased staff and complaints costs
and recognition of our FCA commission provision
• Net receivables increased by 12% to £317.1m (2025: £283.6m) reflecting higher lending
volumes and average advances this year
• Return on Capital Employed (“ROCE”) at 11.1% (2025: 9.0%)
Advantage had a year of revival following the conclusion of the s166 engagement in April
2025 with a return to higher lending volumes and higher levels of customer repayment,
which in turn led to lower impairment provisions and higher net receivables. Within the
higher volumes written there was a slightly higher proportion of higher quality lower
margin new loan deals in H1, a trend which was subsequently reversed in H2 following the
implementation of new scorecard and affordability models. Lower funding costs but higher
overhead and cost of sales also affected profitability this year although overhead and cost
of sales efficiency should improve as volumes increase further. During the prior year and
after discussions with the regulator and skilled person, Advantage identified some customers
who were adversely affected by its historic forbearance practices and had provided for
total remediation and support costs of £2.7m as an exceptional item in last year’s accounts.
During the year Advantage has paid redress of £1.8m to affected customers and by the
period end had completed its pre-agreed customer communication strategy. In the current
year Advantage have also recognised a provision of £1.8m relating to the industry-wide FCA
consultation on motor finance commissions. It has also concluded the sale of long-term
written off accounts which has yielded £3.4m of debt sale proceeds, representing a gain on
disposal of £2.5m which is included within the impairment charge.
A2.2 Business Review
Operating Results
Period ended
5 February
2026
£m
Year ended
31 January
2025
£m
Revenue 107.4 115.6
Cost of Sales – Impairment (13.0) (35.6)
Cost of Sales – Other (23.6) (16.4)
Gross profit 70.8 63.6
Administrative Expenses (24.7) (18.8)
Operating Profit 46.1 44.8
Finance Costs (14.3) (18.1)
Profit before Taxation before exceptional item 31.8 26.7
Exceptional item – (2.7)
Profit before Taxation (“PBT”) 31.8 24.0
Taxation (note 12 in the accounts) (8.1) (6.1)
Profit after Taxation 23.7 17.9
Please note the businesses use financial and other key performance indicators such as new loan deals and other alternative performance
measures set out in A2.1 and A2.2 within this Strategic Report – definitions for the alternative performance measures are given in note 1.14 to
the financial statements.
08 S&U Plc Annual Report and Accounts 2026
A2 Strategic Report
CONTINUED
Aspen Property Bridging Finance
• Record PBT at £8.8m (2025: £7.2m)
• 267 new loan deals (2025: 191) at £795k average gross advance (2025: £940k) and
stable LTVs
• Record revenue up 3% to £24.4m (2025: £23.8m)
• Impairment at £0.2m (2025: £2.4m) following excellent collections and recoveries during
the year.
• Administrative expenses increased by 36% reflecting increased investment in staff and
funding costs
• Net receivables up to £179.7m (2025: £152.2m). Book quality good with a record 198
loans repaid or recovered this year (2025: 178)
• ROCE at 11.2% (2025: 11.5%)
Aspen achieved an excellent financial performance in a UK housing market best described
in price and activity as sluggish. A fall in average loan advances was offset by improved
volumes, slightly improved interest margins and good repayment quality. Cost of sales and
overheads grew in line with advances this year and with expected growth in the future.
The business enters the new financial year with 18% higher net receivables than a year ago
and Aspen continue to successfully develop their introducer network, products and staff
qualifications and experience.
A2.3 Funding and
Balance Sheet Review
S&U has a strong balance sheet and with
a revival in the Advantage motor finance
receivables book this year, S&U net assets
grew to £249.0m at 5 February 2026 (2025:
£238.1m). Gearing increased from 80.8% to
97.1%. Existing rates of growth are predicted to
require additional investment of near £100m
next year. As a result, additional funding
extending the Groups existing RCF facilities
from £230m to £280m was secured in early
January, taking total facilities to £330m, of
which the Group is currently utilising £241.8m.
At the same time the Group is in the process
of arranging longer-term facilities, which will
substantially increase our ability to finance the
growth we envisage for the next five years.
A2.4 Principal Risks
and Uncertainties
There have been no material changes in the
principal risks and uncertainties in the last year,
with the exception of the welcomed clarity
provided by the UK Supreme Court case hearing
and associated FCA Consultation on motor
finance commission disclosure referred to in A2
4.3 below and in note 21.
A2.4.1 Consumer
and Economic risks
The Group is involved in the provision of
consumer credit, and it is considered that the
key material risk to which the Group is exposed
is the credit risk inherent in amounts receivable
from customers. This risk is principally controlled
through our credit control policies supported by
ongoing reviews for impairment. The value of
amounts receivable from customers may also be
subject to the risk of a severe downturn in the
UK economy which might affect the ability of
customers to repay.
The UK economy is currently experiencing a
mixed economic landscape. Current UK growth
has stalled, and the future path of inflation and
interest rates is now uncertain; unemployment
is rising and this could hinder our customers’
repayment performance. However, property
and used car prices are stable, which is
conducive to good repayment quality in both of
our businesses. Wars in the Middle East and in
Ukraine threaten economic prospect both in the
UK and globally. Nevertheless, our businesses
operate solely in the UK, and Advantage and
Aspen have historically been resilient through
adverse macro-economic conditions. We
therefore currently believe these risks are
limited.
The Group is particularly exposed to the non-
prime motor sector and to the value of the
used vehicles which are our security. This risk
is controlled through our credit control policies
including loan to value limits and thorough
ongoing monitoring. Loan to values are also
controlled within our property bridging business
although historically impairment rates in that
market are low, mainly because loan to value
calculations are conservative, interest is mainly
retained upfront and loan periods average just
over one year.
A2.4.2 Funding and Liquidity Risk
Funding and Liquidity risk relates to the
availability of sufficient borrowing facilities for the
Group to meet its liabilities as they fall due. This
risk is managed by ensuring that the Group has a
variety of funding sources and by managing the
maturity of borrowing facilities so that sufficient
funding is available for the medium term.
Compliance with banking covenants is monitored
closely so that facilities remain available at
all times. The current relatively low level of
group gearing at 97.1% and the shorter-term
nature of our property bridging business mean
maturities of trading assets and liabilities can still
be appropriately managed going forward. The
Group’s activities expose it to the financial risks of
changes in interest rates and where appropriate
the Group uses interest rate derivative contracts
to hedge these exposures in bank borrowings.
The Group has no such interest rate derivative
contracts currently.
A2.4.3 Legal, Regulatory
and Conduct Risk
The Group is subject to legislation including
consumer credit legislation which contains very
detailed and highly technical requirements.
To fulfil its responsibilities in this area, the
Group has procedures in place and employs
dedicated compliance resource and specialist
legal advisers to ensure compliance with
this legislation. Advantage directors are
prominent members of the Finance and Leasing
Association’s committees and, through them,
regularly liaise with the FCA. Advantage also
engages in regular “face to face” liaisons with
the FCA and the relationship is excellent.
Regulatory Risk at Advantage is addressed
by a strong compliance function and by the
constant review and monitoring of Advantage’s
internal controls and processes, overseen by
RSM, S&U’s internal auditors. This process is
buttressed by specific advice from Trade and
other organisations, by RSM and by Shoosmiths,
Advantage’s specialist lawyers.
Keith Charlton is Chief Risk Officer of Advantage
and plays a key role in managing and mitigating
legal, regulatory and conduct risk within
Advantage. Keith and his colleague Alan Tuplin
who is the Chief Credit Risk Officer both have
over 20 years of experience in non-prime motor
finance. They work closely with our trade body,
The Finance and Leasing Association.
Corporate Governance The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 09
Strategic Report
This year the FCA’s focus has shifted to broker
commissions and their disclosure which we
refer to in more detail in note 1.13. This year
has also seen an increase in the number of
complaints to Advantage reaching the Financial
Ombudsman Service at 1,572 versus 1,144 last
year, with most of the increase relating to the
activities of claims firms and claims lawyers
targeting Advantage with meritless commission
and affordability themed complaints. These
have caused both a strain on the business as
well as an unnecessary additional cost for each
case. The proportion of these complaints which
are upheld continues to be very low and one of
the best in the industry at a rate of only 17%.
However, they still take valuable resources to
deal with, and we expect the fees imposed for
claims management companies in April 2025
will continue to dampen complaints volumes.
Given Advantage’s compliance record and the
detailed operations above it is to be hoped
that, in turn, the FCA will ensure an absolute
clarity and identity of interpretation between
itself and other regulators, particularly the
Financial Ombudsman Service. Fair and effective
regulation does require co-ordination and
consistency.
Aspen Bridging operates in the unregulated
bridging sector aimed at professional borrowers.
It nevertheless operates high lending and
operational standards and procedures, which
are also subject to review under our internal
audit program. As required for companies in this
sector, it has also registered with FCA for Anti
Money Laundering purposes.
The Group is also exposed to conduct risk
in that it could fail to deliver fair outcomes
to its customers which in turn could impact
the reputation and financial performance of
the Group. The Group principally manages
this risk through Group staff training and
motivation (Advantage is an Investor in People)
and through detailed monthly monitoring of
customer outcomes for compliance and treating
customers fairly.
The Group is very proud of its excellent
underwriting and fraud deterrence processes
which it continues to develop. Advantage’s
underwriting capability, already state of the
art in the motor finance industry, has been
further refined during the year to give an even
more comprehensive overview of customer
circumstances, affordability and their income
and expenditure.
A2.4.4 Operational Risk
The Group is also exposed to operational
risk including the risk of not maintaining
effective internal systems, organisation and
staffing. Increased use of technology and
close supervision by our staff has improved
this systemic risk and the Company has
Cybersecurity measures in place which are
regularly tested. Real-time monitoring of the
Group’s IT capability is strictly maintained. This
will both provide absolute assurance in line with
IT’s second line risk enterprise and offer still
greater regulatory transparency.
A2.4.5 Risk Management
The 2024 UK Corporate Governance Code
came into effect from 1 February 2025 and
contained revisions which whilst important did
not have a major impact on the Group. Under
Provision 28 and 29 of the 2018 UK Corporate
Governance Code, the Board is expected to
establish procedures to manage risk, identify
the principal and emerging risks the Company
takes in order to achieve its strategic objectives
and to oversee an effective internal control
framework. This provision of the Code has
been updated to the 2024 version of the Code
with effect from 1 February 2026, which with
it comes a significant new addition to include
a formal declaration from the Board regarding
the effectiveness of material internal controls.
The Group is well progressed having identified
its material controls and mapped them to
the principal risks. The effectiveness of these
controls will be monitored during the year and
reported on in the 5 February 2027 annual
report.
Although compliance with the Code is the
responsibility of the Board as a whole, risk
in particular is independently assessed by
members of the Audit Committee. They receive
regular reports, both from the management
of Advantage Finance and Aspen Bridging and
from S&U’s external and internal auditors.
These concern the effectiveness of the risk
management and internal control systems,
which during the year were determined by the
Audit Committee to be operating effectively.
As outlined above, the Audit Committee
oversees the work of RSM, S&U’s Internal
Auditors. The Committee meets regularly to
receive specific reports on RSM’s work. All
Senior Management Regime designations
include those S&U Board executive directors
who also serve on the Advantage board. Expert
challenge and oversight is also provided by our
independent non-executive directors including
Graham Pedersen who is a former regulator
himself.
S&U Plc Annual Report and Accounts 202610
A2 Strategic Report
CONTINUED
The Group’s business activities together with the
factors likely to affect its future development,
performance and position are set out above.
The financial position of the Group, its cash
flows, liquidity position, borrowing facilities,
legal and regulatory risk position are set out in
the financial statements and Strategic Report.
Statement of Viability
In assessing the viability of the Group as
required by the UK Corporate Governance
Code, the directors considered funding,
business planning, financial forecasting and
risk evaluation cycles and concluded that a
three-year period was appropriate for viability
assessment. The three-year period is consistent
with the Group planning horizons.
The directors therefore considered the three-
year period commencing 6 February 2026
and assessed the prospects of the company
considering:
• the Group’s current position as set out in
these financial statements;
• the principal risks facing the Group as set
out in A2.4;
• information regarding the current prospects
of the Group; and
• current information regarding the economy
and the markets the Group serves
The directors then reviewed the same three-
year period commencing 6 February 2026 as
to their reasonable expectation that the Group
will be able to continue in operation and meet
its liabilities as they fall due over a three year
period. They took into account:
• the impacts of different macroeconomic
scenarios and whether any severe
shock could threaten the Group’s future
performance, solvency or liquidity;
• funding and financial forecasts for this
period and the underlying assumptions
by considering the potential impact of the
principal risks facing the Group, as set out
in A2.4;
• analysis of key sensitivities which could
affect profitability during the viability
period; Assumptions made are clearly
stated and additional scenarios are
modelled to demonstrate the potential
impact of risks and uncertainties on
profitability and funding; and
• information regarding mitigating actions
which can be taken.
Having considered all relevant information,
the directors confirm that they have robustly
assessed the principal risks facing S&U plc. From
this assessment, the directors have a reasonable
expectation that the Group will be able to
continue in operation and meet its liabilities
as they fall due over the three-year period
commencing 6 February 2026, in line with the
Group’s financial projections as approved in
April 2026.
Statement of Going Concern
In assessing the appropriateness of the going
concern assumption, the directors are mindful
of the need to effectively manage the Group’s
risks and internal controls. Details of the Group’s
financial risk management objectives, its
financial instruments, and its exposures to credit
risk, market risk, liquidity risk and economic
risk are set out in the notes to the financial
statements and in the principal risks and
uncertainties noted in A2.4 above. The Group’s
objectives, policies and processes for managing
its capital are described in the notes to the
financial statements.
In considering all of the above the directors
believe that the Group is well placed and has
sufficient financial resources to manage its
business risks successfully despite the current
uncertain economic outlook.
After making enquiries, the directors have a
reasonable expectation that the Group has
adequate resources to continue in operational
existence for the foreseeable future.
Accordingly, they continue to adopt the going
concern basis in preparing the Annual Report
and Accounts of at least 12 months from the
date of approval of the financial statements, in
line with the Group’s financial projections as
approved in April 2026.
Corporate Governance The Accounts Other Information
11
Strategic Report
Stock Code: SUS ― www.suplc.co.uk
A3 Statements of Viability and Going Concern
A 47-year-old HGV driver renting privately in the North East applied
for vehicle finance to purchase an Audi A5 S Line (£9,239). A full credit,
affordability, and HPI check confirmed the loan was suitable and affordable.
After later advising of a change from
weekly to monthly pay, which affected
the timing of his next instalment, the
customer contacted Advantage. An
advisor reviewed the situation and
adjusted the payment date to align
with his new salary schedule.
During the call, the customer also
shared concerns about potential
housing changes. He was reassured
that support would be available if
needed.
He subsequently left a positive
Trustpilot review, praising the advisor’s
compassion, professionalism, and
efficiency in resolving his concerns.
I spoke to Mo about a change in circumstances
and once again he represented advantage as kind,
understanding and extremely helpful as always,
spoke with compassion and answered every question
and solved my worries within minutes, could not
recommend advantage enough... Thanks again Mo.
5 Star Trustpilot Review
Case Study
S&U Plc Annual Report and Accounts 202612
Our Customers
Case Study
A 54-year-old council tenant in Peterborough, applied for vehicle finance
to purchase a Ford KA purchase at £3,490, had her credit and affordability
assessed, with an HPI search confirming no issues on the vehicle.
After losing her job due to a contract
not being renewed, she contacted
Advantage and was unable to make the
next payment. Advantage updated her
agreement to reflect her employment
gap, split the next payment, and
adjusted future dates to align with her
new pay schedule.
She left a TrustPilot review
praising Amy-Lea for her patience,
understanding, and support during a
stressful time.
Amy-Leah was very understanding and patient with me on the phone
and especially with me also being very upset and stressed on our call
together as I have never ever in my last 40 years almost, had to make
calls to all my priority bills and direct debits to try and explain all that
has happened to me in last 6 weeks that i was so sorry but i couldn’t
pay my next month direct debit but only for this 1 monthly only as
started a better job now this week. She was patient and Amy-Leah
really is a credit to your customers and your Company. Thank you so
much Amy-Leah I really appreciate all your help.
5 Star Trustpilot Review
Corporate Governance The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 13
Strategic Report
£2.6m gross loan at 75% LTV – Semi Commercial Bridge-to-Let
and 3-day completion
A developer needed urgent funding to
refinance a newly completed semi-
commercial scheme in Bristol after
delays with another lender. Aspen
provided a £2.6 million facility on its
Bridge to Let product in just three days,
leveraging our award-winning in-house
valuation expertise to ensure timely
refinancing of the new-build block of
eight flats and two retail units.
Written at 75% LTV, the facility gives
the experienced developers – already
engaged with Aspen on the funding of
another asset in their portfolio – the
flexibility to retain and let remaining
units after the initial sales period.
Aspen Bridging were absolutely brilliant.
The underwriter helped me all the way through my
bridging loan and made the whole process smooth
and stress-free. They were always available, explained
everything clearly, and went above and beyond to
make sure things were done on time. I couldn’t have
asked for better support. I would highly recommend
Aspen to anyone needing a bridging loan.
Borrower Review
Case Study
S&U Plc Annual Report and Accounts 202614
Our Customers
CONTINUED
Broker Review
Working with Aspen, their team completed our deal in
a very short time and in a highly professional manner.
They were extremely responsive and provided same-
day answers to all of our questions. Throughout the
entire process, the underwriter supported us with
great professionalism and was always available to help,
ensuring everything ran smoothly. We would confidently
recommend Aspen to anyone.
£700k gross loan at 75% LTV – Stepped Rate & Dual Rep
Legals for Foreign National
Aspen delivered a £700,000 bridge
within 10 days for a foreign national
purchasing a new-build apartment
near Tower Bridge, where failure to
complete would have resulted in the
forfeiture of the borrower’s deposit.
The facility was structured at 75% LTV
on Aspen’s stepped rate (initial 0.55%
pm) over a 10-month term, with exit
planned via refinance onto a BTL. By
combining our Dual-Rep legal service
and award-winning product, Aspen
ensured the deal was funded within
the required timeframe.
Case Study
Corporate Governance The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 15
Strategic Report
A4.1 Employees
Time of change and contrasting fortune often bring out the best
in people as always, our staff throughout the Group have risen
to the challenges of the past year. This reflects the loyalty and
“family ethos” at S&U of which we have always been proud.
A4.2 Community
Our success at S&U depends upon our understanding the
customers we serve. Where this may not be the case, we have
well established policies for any who may wish to complain,
routed to our Dispute Resolution Department in Grimsby or to
our head office in Solihull. We are proud to enjoy high levels
of customer satisfaction. Currently our Trustpilot ratings are
4.9 out of 5. In addition, this year Advantage were awarded
the Good Business Pays – Fast Payers Award 2025, having
consistently paid their suppliers (on average) in 27 days or less
and paid 95% or more of their invoices on time. In the period to
5 February 2026, 448 out of 542 (83%) complaints were decided
by the Financial Ombudsman Service in Advantage’s favour (year
to 31 January 2025: 391 out of 464 or 84%) one of the best levels
in the industry.
S&U supports its wider community through charitable giving
and activities relating to fundraising. Whilst staff are regularly
involved in their own charitable activities, S&U plc channels its
philanthropic activities through The Keith Coombs Trust which
this year celebrates its 14th anniversary. The Trust which Anthony
Coombs chairs, but which has a Board of independent trustees,
mainly gives to charities helping children with disabilities.
Amongst other causes, last year the Company supported The
National Institute for Conductive Education, which deals with
adults and children with cerebral palsy, strokes and head injuries.
It is also working with Handicapped Children’s Action Group to
provide equipment for disabled children. The Trust also supports
the Marie Curie Hospice, which is close to its Solihull HQ, by
sponsoring the Hospice’s costs for the 10th January every year –
Keith Coombs birthday. During the past year the KC Trust donated
£90,000 to these charities. In total, the past 14 years will have
seen donations of over £1m to charity.
Advantage continued supporting their local charities by
continuing to be a Corporate Partner of Women’s Aid. During
the year, the staff and the business also supported Macmillan,
Save The Children and St Andrews Hospice.
At Aspen we continue to invest heavily in training,
development and professional growth, ensuring all
employees receive appropriate initial and regular re-training.
This commitment is reflected in our continued support for
professional qualifications at all levels. New junior staff are
undertaking the Level 3 Certified Practitioner in Specialist
Property Finance (CPSP), while members of the valuations
team have successfully completed both the RICS Commercial
and Residential Valuation Methodologies. A number of
colleagues have also achieved AssocRICS status, further
strengthening the depth and credibility of our valuation
capability. In addition, Aspen staff completed AML training
delivered by specialist compliance consultancy providers,
ensuring robust regulatory knowledge across the business.
Employee engagement and community involvement remain
important to Aspen. We continue to support our local
communities through charitable and sporting initiatives,
including a charitable golf day in aid of NICE, which
encompasses the centre for movement disorders. We also
support through the Keith and Celia Coombs Trust local
charities for the disabled.
We also remain focused on nurturing future talent,
continuing our strategy of offering opportunities to
bright young people from local universities. Over the
past 12 months, we have welcomed two graduates from
Birmingham City University.
At Advantage our programs make use of the Government’s
apprenticeship schemes. During the last business year,
we have recruited and supported 5 employees with a
formal apprenticeship. The qualifications range from a
Level 3 Business Administration apprenticeship to a Level 6
Operations Management apprenticeship.
Advantage also supported staff to complete a number of
professional qualifications during the year some of which
are continuing into the new year, including AAT Level 4,
Chartered Institute of Credit Management and Cilex Legal
Executive.
Our average length of service at Advantage is 8 years, with
25% of staff having over 10 years’ service. Where consistent
with Advantage’s operational needs, we allow flexible
working and last year had over 30 requests for this.
The FCA Regulatory regime is now centred on our duty
to the Customer. All employees within the Group are
required to demonstrate appropriate knowledge, skills and
competence particularly in customer facing roles. During
the year Advantage continued to work in line with their
Training & Competence Framework, which sets out how
employees are trained and measured within their roles,
and monthly reviews take place to assess competency for
all staff within these departments. Over 1000 individual
training courses were completed by staff over the year, these
include internally developed training and a wide range of
externally provided through FLA, FCA, MBL Seminars, ACAS,
.Net and SAF for example. Many more hours of Continued
Professional Development were recorded by our employees
which demonstrates their commitment to keeping their skills
and knowledge up to date and relevant.
Monthly competence reviews highlight areas of training
needs and development for all employees. Advantage
Finance is also an accredited Silver Investor in People and
Accredited Investor in Wellbeing.
The Group’s policy is to give full and fair consideration to
applications for employment by disabled persons, having regard
to the nature of their employment. It goes without saying that a
Group based on a family ethos has no truck with discrimination of
any kind – except of course on the basis of performance. Further
equality and diversity information is contained in the corporate
governance report on page 40. People prosper and are promoted
within S&U purely on merit. As required by legislation, we confirm
that as an organisation, we respect and recognise human rights in
all aspects of our business.
Formal reviews of performance take place bi-annually and all
operations are reviewed on a monthly basis. We encourage staff
to make suggestions for constructive change within the Group.
S&U Plc Annual Report and Accounts 202616
A4 Corporate Social Responsibility
A4.3 Health and Safety
and Diversity Policy
Although we recognise that diversity reporting
is often based around a statistical analysis
of our staff’s racial origin, given our above
long-standing policies, we consider that this
can too often itself be divisive and potentially
discriminatory. By recruiting the best people
for the job, both enhance their self-esteem,
irrespective of their background, racial or socio
economic, and at the same time create an esprit
de corps.
S&U takes its responsibilities towards the
health, safety and good working environment
of its employees very seriously. However, in
the finance field it is not engaged in the kind of
processes which compromise health and safety
for either our staff or our visitors. Policy and
processes are in place which uphold the highest
standards of providing a healthy and safe
workplace. It seeks to provide a congenial and
productive working environment. During the
year, Advantage opened the Pit Stop café, a new
and popular break-out space for staff.
Recruitment and promotion decisions, whilst
reflecting the social and racial makeup of the
areas in which we operate, are always based on
ability and aptitude, not according to any racial
or gender stereotypes.
A4.4 Climate Change
S&U recognises the Government’s Green
Finance Strategy and is taking measures to
reduce our carbon footprint and minimise and
then eliminate carbon emissions so far as we
are able directly to control them.
We therefore monitor and reduce those areas
of emissions which we can most directly control
in order to achieve net zero status by 2050.
As part of this, the Board monitors the type, age
and stated emissions of the vehicles Advantage
finances. Currently just over half of customers
opt for diesel vehicles, whilst the proportion of
fully electric vehicles, is at present very small.
These proportions may change over the next
decade.
Our ability to influence our customers
environmental decisions at Aspen Bridging is
equally constrained. Nevertheless, statutory
requirements to publish Energy Performance
Certificates for residential properties to let, as
well as building regulation requirements for
substantial refurbishments, will increasingly
reflect our customers environmental
responsibilities.
The Board also monitor the energy usage in our
office buildings and have taken action to reduce
this via the installation of solar panels in our
Grimsby office.
The Company is pleased to present its fourth
climate change report under the framework
provided by the Task Force on Climate Related
Financial disclosures (‘TCFD’). In late 2023 this
task force was disbanded and their work has
been incorporated into the new standards
IFRS S1 and IFRS S2 issued by the International
Sustainability Standards Board, standards
which will first become mandatory for UK
companies for accounting periods starting after
1 January 2027.
A4.4a Governance
An ESG committee chaired by the Chairman
Anthony Coombs and consisting of senior
executives and the senior non-executive director
meets on a regular basis. The Committee
reports to the Board of directors of S&U plc
which has overall oversight of the Group’s work
on climate change. This is now a regular Board
agenda item and the Board consider climate
when setting budgets, forming capex plans and
setting strategy.
A4.4b Strategy
The Group will continue to identify
opportunities to manage its scope 1, scope
2 and scope 3 business travel emissions and
will continue to seek to directly reduce its
contribution in these areas to climate change.
In addition, in order to off-set those scope 1,
scope 2 and scope 3 (business travel emissions
and emissions sources), which we are not at
present able to reduce to zero, S&U plc group
have for the past 4 years engaged Carbon
Neutral Britain to measure, calculate and
offset the organisation’s carbon footprint. Our
group emissions for the period ended 5.2.26 in
scope 1, scope 2 and scope 3 (business travel
emissions and emissions sources) are 141t CO
2
e
as shown in the table in A4.4d below. These
emissions have been offset with Carbon Neutral
Britain via their Woodland fund which supports
Climate Fund, Reforestation and Woodland
Management Projects.
The Group has also made progress in identifying
opportunities to manage other indirect scope
3 emissions associated with the loan assets we
finance for our customers. At Advantage, we
provide the finance but not the vehicle itself,
and our ability to influence the CO
2
emissions
of the cars we finance is therefore limited. The
average CO
2
emissions of the cars from our
financed vehicles remained at 126.1 CO
2
g/km
this year, but by working with customers and
other companies in our supply chain we are
looking to accelerate the reduction we saw last
year. We continue to evaluate our requirements
for reporting under IFRS S1 and S2 and our
ability to measure and monitor indirect scope 3
requirements within the value chain. The ISSB
has allowed some scope 3 reporting transition
relief in this respect.
In order to assess the resilience of the
Group’s strategy, we have identified 2 climate
scenarios being:
1. the global temperature increase is kept to
below 2 degrees, or
2. climate change mitigation is slower and
the global temperature increases by 2 to 4
degrees.
The Group has considered the risks relevant to
each of these climate scenarios over the short,
medium and long term, being the next year, the
next 3 years and the next 5 years and beyond
respectively.
Corporate Governance The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 17
Strategic Report
The Group has assessed its strategy as resilient
for the likely risk events arising under these two
scenarios, with a minimal expected impact on
the business.
A4.4c Risk Management
The Group identifies climate change risks
through the ESG committee and the wider
executive teams including the risk management
teams of both our operating businesses,
Advantage Finance Limited and Aspen Bridging
Limited. Our biggest business Advantage
Finance reports to the ESG committee. Climate
risk is not currently considered a significant risk
for the Group. At Aspen, potential climate risk
factors like flood and subsidence are assessed
through our underwriting polices and where
appropriate met through insurance.
All our underlying global energy use is UK based
and we will continue to take action in order to
reduce these emissions and where that is not
fully possible offset them. Solar panels on our
office buildings in Grimsby and electric company
vehicles are examples of where we have
continued to manage energy usage this year.
The Group is keen to progress further
opportunities to manage and reduce its impact
on climate change over shorter term, medium
term and longer-term planning horizons
being the next year, the next 3 years and the
next 5 years and beyond respectively. The
climate related risks and opportunities we
have identified as potentially having a material
financial impact on the Group are as follows:
Risks with potential material
financial impact Related Opportunity Planning Horizon
1. Potential for increased UK
regulation and taxes affecting
motor vehicles and their
affordability for our loan
customers
Continue to align our products in
advance to meet evolving customer
preferences and affordability in the
light of planned regulatory and tax
changes Medium and Long Term
2. Potential for increased UK
regulations relating to building
and safety control at Aspen
Continue to monitor buildings
financed as to their climate and
safety credentials
Short, Medium and
Long term
The potential financial impact of these risks and opportunities on the group would be reflected in the
potential for reduced revenue or increased expenditure.
Scenario 1
The risks the Group has identified under this
climate scenario are mainly indirect over
the long term, where stricter regulations
and taxes to help keep global temperatures
lower are applied in the UK and affect the
used vehicle and property finance products
which can be supplied to our customers
and/or our customers’ affordable use and
enjoyment of those products. The UK
Government is committed to banning the
sale of new diesel and petrol cars from
2030 with an opt out for some plug-in
hybrids and we will continue to monitor this
commitment and associated developments
ahead of this date alongside the availability
and affordability of used electric vehicles, in
order to refine our strategy in a sustainable
way for our customers.
Scenario 2
The risks the Group has identified under this
climate scenario include the indirect risks
over the long term mentioned for Scenario
1 as the UK makes change but global
temperatures still rise further. Scenario 2
also includes more medium- and long-term
direct risks too such as the increased flood
and weather risk to our office buildings
and to properties financed – these risks
are mitigated by insurance and wider
operational risk is mitigated by the business
continuity plans we have in place.
18 S&U Plc Annual Report and Accounts 2026
A4 Corporate Social Responsibility
CONTINUED
A4.4d Metrics and Targets
S&U’s own direct environmental footprint is reported in the following table:
Tonnes CO
2
e
Greenhouse gas emissions data
For period 1 February 2025 to 5 February 2026
Period ended
5 Feb 2026
Year ended
31 Jan 2025
Scope 1 (Direct emissions)
Combustion of fuel – Petrol & diesel used by company cars 25 15
Gas consumption 2 13
Scope 2 (Energy indirect emissions)
Purchased electricity (location based) 42 47
Electric vehicle energy usage 5 10
Total Scope 1 and 2 74 85
Scope 3 (Other indirect emissions)
Business travel not using owned/leased vehicles 35 19
Total Scope 1,2 and 3 (business travel) 109 104
Transmission and Distribution Losses 5 5
Well to Tank 27 21
Total Scope 1,2 and 3
(business travel emissions and emissions sources) 141 130
Company’s chosen intensity measurement:
Total normalised tonnes scope 1, 2 and 3
(business travel and emissions sources)
CO
2
e per £m turnover
1.3 1.1
For the period ending 5 February 2026, we did
not achieve the target of below 1.3 total tonnes
per £m turnover due to reduced electric vehicle
usage and increased executive travel from head
office to Advantage.
For the period ending 5 February 2026, the
annual quantity of energy consumed by the
group under scopes 1 and 2 was 248,831 kwh
(31.1.25: 295,128 kwh).
For the year ending 5 February 2027, we are
targeting below 1.3 normalised tonnes per
£m turnover.
The methodology used to calculate our
emissions is based on the “Environmental
Reporting Guidelines: including mandatory
greenhouse gas emissions reporting guidance”
(June 2013) issued by the Department for
Environment, Food & Rural Affairs (“DEFRA”)
and updated HM Government SECR guidance
dated March 2019. We have also utilised
DEFRA’S 2025 conversion factors within our
reporting methodology. The emissions for
period ended 5.2.26 were verified by Carbon
Neutral Britain.
The 2023 data forms the baseline data for
subsequent periods. In order to express our
annual emissions in absolute and relative
terms, we have used turnover in our intensity
ratio calculation, as this is the most relevant
indication of our growth and provides for a good
comparative measure over time.
All emissions are UK only and there are no
offshore emissions.
The Directors confirm that under listing
rule UKLR 6.6.6R(8) we have included in the
above report disclosures consistent with
the 2017 Final TCFD Recommendations and
Recommended Disclosures Implementing the
Recommendations of the Task Force on Climate-
related Financial Disclosures (version October
2021).
Corporate Governance The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 19
Strategic Report
The Directors confirm they have considered their obligations
under S172 of the Companies Act 2006 including their duty to
promote the success of the company and how they have engaged
with the following key stakeholders in the business:
1. Our Customers
S&U focuses on;
i. making the customer the heart of our business; and
ii. having respect for every customer and always treating
customers fairly.
Key actions taken demonstrating how we do this are set out in
section A2.1 above. The outcomes of this customer engagement
are reflected in high customer satisfaction ratings (Trustpilot), low
levels of complaints and above all the Group’s success over the
last two decades.
2. Our Employees
S&U maintains a family ethos for all those who work within it.
Key actions taken demonstrating how we do this are set out in
section A4.1 above. The outcomes of this employee engagement
are reflected in a streamlined management structure, high staff
retention rates, high skill levels, positive reward and recognition
and a strong culture of continuous improvement.
3. Our Business Partners
S&U continuously seeks to nurture and improve key business
relationships with our key introducing brokers, dealers and key
suppliers.
Key actions taken demonstrating how we do this are set out in
our strategic report above. The outcomes of these key actions are
reflected in the positive feedback and high retention rates for our
partners and in the steady, sustainable and successful growth of
the Group in the past two decades.
4. Our Investors and
Funding Partners
S&U’s significant family management shareholdings means an
identity of interest between shareholders and the management
of the company and together with help from trusted advisers
maintains close relationships with investors, analysts and also
with long term funding partners.
Key actions taken demonstrating how we do this are set out in
section B3.2 of our corporate governance report and in section
A2.3 of our strategic report. The outcomes of this investor
engagement help underpin the total shareholder return graph
on page 32. The outcomes of this funder engagement help the
strong balance sheet and treasury position outlined in this annual
report and accounts.
5. Our regulators and
other statutory bodies
S&U has a strong compliance culture which is overseen by
management and the audit committee with help from our
internal auditors RSM.
Key actions demonstrating how we do this are set out in section
B3.1 of our audit committee report. The outcomes of these
actions have led to positive feedback from regulatory and other
statutory bodies of which the Group is proud.
6. Our Community
and Our Environment
S&U does not exist in a vacuum and prides itself on supporting
the wider community and looking after its environment.
Key actions demonstrating how we do this are set out in section
A4 of the strategic report. The outcomes of these key actions
have led to a low environmental footprint and the community
and charity support set out in section A4.2 above.
In assessing the Group’s engagements within our 6 stakeholder
areas above, the directors have also ensured such engagements
reflect the Group’s values, business model, key performance
indicators and principal risks as set out in the strategic
report above.
A6 Approval of
Strategic Report
Section A of this Annual Report comprises a Strategic Report
prepared for the Group as a whole in accordance with the
Companies Act 2006 (Strategic Report and Directors’ Report)
Regulations 2013.
Approved by the Board of Directors and signed on behalf of
the Board.
Anthony Coombs
Chairman
20 April 2026
S&U Plc Annual Report and Accounts 202620
A5 Section 172 Statement
Corporate
Governance
IN THIS SECTION
B1 Board of Directors 22
B2 Directors’ Remuneration Report 24
B2.1 Report of the Board to the
Shareholders on
Remuneration Policy
24
B2.2 Annual Remuneration Report 27
B3 Governance 36
B3.1 Audit Committee Report 36
B3.2 Corporate Governance 38
B3.3 Compliance Statement 42
B4 Directors’ Report 43
B5 Directors’ Responsibilities Statement 45
C1 Independent Auditor’s Report to
the Members of S&U plc
46
Stock Code: SUS ― www.suplc.co.uk 21
Anthony Coombs
MA (OXON)
Chairman
Joined S&U in 1975 and
was appointed Managing
Director in 1999 and then
Chairman in 2008. He served
as a Member of Parliament
from 1987 – 1997 and was a
member of the Government.
He is a director and trustee of
a number of companies and
charities.
N
Graham Coombs
MA (OXON) MSc (Lon)
Deputy Chairman
Joined S&U after graduating
from London Business School
in 1976.
Jack Coombs
MA (OXON) ACA
Chief Operating Officer
Joined S&U in 2016 having
previously qualified at PWC as
a Chartered Accountant. Jack
supports a number of charities
and swam the Channel from
England to France in 2011 to
raise funds for Alzheimer’s
Research.
Chris Freckleton
ACA
Group Finance Director
Chris joined the S&U Group
in 2025, having previously
qualified at Deloitte where
he gained considerable
experience in the motor and
speciality finance markets
within which the Group
operates
Karl Werner
CEO Advantage Finance
Karl has been in motor finance
for over 20 years, including
senior roles at MotoNovo
Finance. Karl joined the
S&U Group in 2023 as
Advantage CEO.
Ed Ahrens
CEO Aspen Bridging
Ed has been in banking and
speciality finance for over 30
years, including senior roles at
Barclays, AIB and as a founding
director of Vanquis Bank.
Ed joined the S&U Group
in 2014 as Group Strategic
Development Director (GSDD)
and then launched Aspen
Bridging as CEO in 2017.
Executive
Key
N
Nominations Committee
A
Audit Committee
R
Remuneration Committee
S&U Plc Annual Report and Accounts 202622
B1 Board of Directors
Tarek Khlat
MBE BA Economics & MBA
Non-executive
Graham Pederson
Non-executive
Jeremy Maxwell
Non-executive
Graham Wheeler
Non-executive
Manjeet Bhogal
ACMA CGMA
Company Secretary
Tarek has over 25 years of
experience in financial services
including the co-founding of
Crossbridge Capital, where he
is Group CEO. He has held roles
at Credit Suisse and JP Morgan,
and in journalism with CNN and
Fox News. Tarek has an MBA
from Harvard Business School.
Following distinguished service
at the NSPCC, Tarek was awarded
an MBE in 2021 for services
to children and is currently
Chair of the Board of Trustees
of Centrepoint, the national
homelessness charity.
N A R
Graham joined the Board of
S&U in early 2015 and brings
experience as a regulator at
the Bank of England, Financial
Services Authority and Prudential
Regulation Authority and as a
banker with detailed knowledge
of the speciality finance sector.
N A R
Jeremy brings expertise in digital
innovation, marketing and
customer experience from over
25 years in the retail and B2B
distribution industries. In addition
to other NED and advisory roles,
he has held senior executive
positions at Carpetright, Wolseley
UK, Mothercare, Screwfix
and B&Q.
N A R
Graham brings over 40 years’
experience in motor finance,
consumer and business lending.
His career included senior roles
at GM, Barclays, GE Capital, and
Volkswagen FS, where he was
UK CEO for 11 years. Graham
was Advantage’s CEO from 2020
to 2024.
N A R
Manjeet joined S&U in February
2019 and was appointed Company
Secretary on 1st January 2024.
Key
N
Nominations Committee
A
Audit Committee
R
Remuneration Committee
Non-Executive
The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 23
Strategic Report Corporate Governance
This report has been prepared to comply with Schedule 8 of The Large and Medium-sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations 2008, the Companies (Miscellaneous Reporting) Regulations 2018,
as well as the Companies Act 2006 and other related regulations.
B2.1 Report of the board to the
shareholders on remuneration policy
Introduction
On behalf of your Board, I am pleased to present our Directors’ Remuneration Report for the period
ended 5 February 2026.
The trading performance during 2025/26 marks a clear and material improvement across the Group,
and the Remuneration Committee’s approach to remuneration reflects this strengthened position.
Both divisions have delivered strong results. Advantage has demonstrated a significant recovery, with
advances materially ahead of last year, improved collection rates, strengthened margins and credit
quality, and a return to disciplined growth. Aspen has delivered another record year, with lending,
receivables and revenues at historic highs, supported by robust credit performance and sustained
yield discipline.
Group net receivables have increased meaningfully year-on-year, and the improvement in trading has
been reflected in renewed market confidence and share price performance. This represents not only
financial recovery but operational resilience following a period of regulatory and market disruption.
In this context, the Remuneration Committee will recognise strong financial delivery while
maintaining discipline and proportionality. Bonuses will continue to be determined by reference
to financial performance and the approved non-financial KPI framework, with up to 25% of
performance assessment linked to governance, customer outcomes, environmental oversight and
operational integrity. The non-financial element remains an integral and deliberate component of
total performance assessment, not an adjunct.
ESG Measures and Context for 2025/26
(Aspen and Advantage)
During the year, both Aspen and Advantage demonstrated measurable progress against the
Comprehensive Non-Financial Targets framework approved in 2024, with clear evidence of enhanced
governance discipline, regulatory engagement and operational resilience.
Environmental and Sustainability
Aspen completed the implementation of its IT project to capture and monitor EPC ratings across its
entire loan portfolio, enabling ongoing tracking of energy efficiency at entry and exit. The portfolio
currently averages an EPC rating of ‘C’, with approximately 60% of properties rated C or above,
positioning the business broadly in line with the Government’s 2030 direction of travel. Travel policies
were updated with the aim of reducing emissions through structured low-emission vehicle use, and
working practices continue to reduce commuting impact and paper usage across both businesses.
Regulatory and Risk Governance
Advantage successfully progressed and embedded the S166 remediation programme, strengthening
documentation standards, vulnerability processes and internal controls. Enhanced dialogue with
regulators and auditors has improved governance transparency and control assurance. IFRS 9
oversight and ECL governance have been subject to increased Board and Audit Committee scrutiny,
reinforcing prudential discipline.
Operational Resilience and Data Governance
Business continuity and disaster recovery processes were reviewed and tested. Cyber risk
management and data oversight were embedded into regular committee reporting cycles, reflecting
stronger operational risk governance.
People and Leadership
Both businesses maintained strong internal promotion records, continued investment in professional
qualifications and training, and improved diversity balance across teams. ESG oversight is now
formally embedded within committee structures, with defined reporting cadence and cross-
functional ownership.
Collectively, these outcomes demonstrate that ESG considerations have become integrated into
risk management, governance and executive accountability, rather than remaining narrative-led or
discretionary.
This year’s annual Directors’ Remuneration Report sets out how the Remuneration Policy was
applied during the period ended 5 February 2026 and provides details of amounts earned in respect
of the period ended 5 February 2026. It also sets out how the Remuneration Committee has decided
the Remuneration Policy will be operated for the year commencing 6 February 2026.
We intend for the Company’s Remuneration Policy to be updated at least every 3 years.
The Remuneration Policy was last updated in 2024 and a copy of this was published in full in the
2024 Annual Report and can also be found in the About us Governance section on our website
at www.suplc.co.uk
2025/26 key decisions and pay outcomes
The aim of the Company’s Remuneration Policy is to deliver simple and fair remuneration packages
which are linked to both Group and personal performance, retention focussed and appropriate for
the Company, its Shareholders and the directors.
For the period ended 5 February 2026 3 executive directors received no increase and the 2 key
executives driving Aspen’s excellent performance received exceptional higher increases, as noted
below. This is below the average increases given to the wider workforce which averaged 10.0% in
light of the continued difficult albeit easing inflationary cost of living environment for our employees.
S&U Plc Annual Report and Accounts 202624
B2 Directors’ Remuneration Report
After a review of market comparables, and after their excellent performances as executive directors
of our growing Aspen Bridging subsidiary, it was decided to award Ed Ahrens a salary increase of
9.3% for the period ended 5 February 2026 and Jack Coombs a salary increase of 23% for the period
ended 5 February 2026.
For the period ended 5 February 2026 fees had been increased by 2.5% for the non-executive
directors and 3.4% for the senior non-executive director.
Group profit before tax increased from £24.0m in 2024/25 to £31.8m in 2025/26. This result derives
mainly from improved repayments and reduced impairment at Advantage together with reduced
regulatory and funding costs, alongside good performance at Aspen which narrowly missed budget.
The Committee noted that this result in aggregate was above expectations and financial performance
remains resilient and materially improved year-on-year. The Committee also assessed executive
performance against the non-financial measures as part of the ESG and governance framework
approved in 2024. These areas form up to 25% of the annual bonus performance assessment. We
have taken this into account in the decisions taken regarding salaries with 3 of the 4 executives’
salaries increasing for 2026/27 and regarding their bonuses where 2 of the 4 received 100% bonuses,
with the two Aspen executives receiving 80% bonuses. There was no upwards or downwards
Committee discretion applied to remuneration outcomes for the financial year.
Advantage’s recovery is going from strength to strength, having returned to more normal levels
of advances of 18,279 new motor finance agreements during the period ending 5 February 2026
(31.1.25: 12,073) and improved collections performance at 90.5% (31.1.25: 85.6%). As last year,
our Advantage team has continued to work diligently to support customers in the more difficult
circumstances they have faced. Looking forward, due to potential continued impacts from reduced
inflation and used car price correction, we remain optimistic but cautious in our outlook and adopt
our normal conservative approach to impairment provisions.
In its ninth year of operation, Aspen Bridging made 267 new loan facilities lending over £212m
(31.1.25: 191 new loan facilities lending £180m). At the end of the year Aspen had 245 live loans
amounting to net receivables of £180m (31.1.25: 176 live loans amounting to £152m) which reflects
an almost annual turnover in the Aspen bridging book. Whilst political and economic uncertainties
have and will continue to affect S&U, the Company has continued to demonstrate its historic ability
to produce robust and resilient results.
Anthony Coombs and Graham Coombs
Based on the profit performance of the Group, the Remuneration Committee judged the level at which
the annual bonus payments should be made. Group Profit Before Tax (“PBT”) for the year of £31.8m
was above budget and increased by 32% on the 2025 result. Therefore, the Remuneration Committee
determined that for the financial period 2025/26 a bonus of £50,000 each would be awarded to
Anthony Coombs and Graham Coombs in line with their target bonuses, due to the actual group PBT
of £31.8m being above their on-target performance level of £30.85m group PBT. The Remuneration
Committee therefore considers these annual bonus awards to be fair and reasonable and reflective of
each director’s achievement against performance targets set during the year.
Ed Ahrens
The Committee have considered Ed’s management of the Aspen Bridging Finance team in light of the
record Aspen PBT result of £8.8m for the period ended 5 February 2026. During the period Aspen
has also made good strides in improving their environmental impact, their community engagement
and their governance and leadership. The Committee judged the level at which the annual bonus
payment should be made. For the financial period 2025/26 a bonus of £32,000 was awarded to Ed
Ahrens which was below his normal target bonus of £40,000, given Aspen narrowly missed budget.
In May 2025 Ed Ahrens was granted 4,000 shadow share options under the new LTIP, as disclosed in
last year’s Directors Remuneration Report. The Remuneration Committee determined that half of
these 4,000 shadow share options vested with reference to performance during the period ended
5 February 2026 with reference to the profit performance of Aspen and achievement against the PBT
and ROCE based targets set for that period.
Jack Coombs
The Committee have considered Jack’s significant contribution to the continued growth of Aspen
Bridging, including growth during the period ended 5 February 2026, helping Aspen Bridging achieve
a record PBT result of £8.8m. The Committee judged the level at which the annual bonus payment
should be made. For the financial period 2025/26 a bonus of £40,000 was awarded to Jack Coombs
which was below his normal target bonus of £50,000, given Aspen narrowly missed budget.
Key remuneration decisions and implementation of the
Remuneration Policy for the year ending 5 February 2027
Remuneration implementation for the year ended 5 February 2027 will be in line with the
Remuneration Policy. A copy of the full Policy as approved at the 2024 AGM is set out in the Annual
Report and Accounts for the year ended 31 January 2024, which is available on the Company’s website.
Salary increases, annual bonus and LTIP
The Remuneration Committee has now agreed salary increases for the year ended 5 February 2027
with 3 of the 4 executives’ salaries increasing for 2026/27, one of which is receiving an exceptional
higher increase, as noted below, whilst the other two executives are receiving increases just above
the average wider workforce increase level (which averaged 3.3% in light of the easing inflationary
environment for our employees). After a review of market comparables, and considering his broader
role now as Chief Operating Officer of S&U, it was decided to award Jack Coombs a salary increase of
19% for the year ended 5 February 2027.
The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 25
Strategic Report Corporate Governance
For the year ending 5 February 2027, where the target levels of performance set are achieved, the
annual bonus has been set at £60,000 for Anthony Coombs, Graham Coombs and Jack Coombs,
£30,000 for Ed Ahrens, £50,000 for Karl Werner* and £20,000 for Chris Freckelton*. Where the
performance targets set are exceeded, the Remuneration Committee has the discretion to pay an
increased annual bonus based on stretch performance targets to Ed Ahrens and Karl Werner*. The
maximum amount payable will not exceed the maximum limits stated in the Remuneration Policy. The
annual bonuses will continue to be mainly assessed against stretching divisional and group Profit Before
Tax (PBT) targets and Return on Capital Employed (ROCE), although for the third year up to 25% of the
annual bonus will now be assessed based on the achievement of specific non-financial targets. The
Remuneration Committee aims to align these specific non-financial targets to the Company’s KPI’s in
the areas of governance structures and environmental impact. The Committee believes Environmental,
Social and Governance factors are critical to good business practice and are tied to the success and long-
term sustainability of organisations across all sectors, and these will therefore be carefully considered
when setting the non-financial targets for the annual bonus. In order for the bonuses to be paid in
full, these stretching performance targets must be achieved and, if not fully met, the Remuneration
Committee will determine the level of any reduced annual bonus payment.
The Committee intends to grant 1,000 shadow share options under the 2021 LTIP to Ed
Ahrens, subject to achieving certain threshold Aspen PBT and ROCE targets for the year ending
5 February 2027 and 2,000 shadow share options under the 2021 LTIP to Ed Ahrens, subject to
achieving certain stretch Aspen PBT and ROCE targets for the year ending 5 February 2027.
The Committee intends to grant 2,000 shadow share options under the 2021 LTIP to Karl Werner*,
subject to achieving certain threshold Advantage PBT and ROCE targets for the year ending
5 February 2027 and 3,000 shadow share options under the 2021 LTIP to Karl Werner*, subject to
achieving certain stretch Advantage PBT and ROCE targets for the year ending 5 February 2027.
The Committee intends to grant 1,000 shadow share options under the 2021 LTIP to Chris
Freckelton*, subject to achieving certain threshold Group PBT and ROCE targets for the year ending
5 February 2027.
* Karl Werner was appointed a director of S&U plc on 9 February 2026 and Chris Freckelton on 20 April 2026
(after the 5 February 2026 year end).
For the period ending 5 February 2026, the Remuneration Committee considers that the significant
shareholding held by Anthony Coombs, Graham Coombs and Jack Coombs similarly provides
adequate alignment to shareholders and therefore no shadow share option awards are made to
these directors.
Fees for the non-executive directors have now been increased by 6.8% to £43,000 and for the senior
non-executive director increased by 6.1% to £45,000 for the year ending 5 February 2027.
The Remuneration Committee continues to welcome Shareholder feedback on remuneration
decisions or on any issue related to executive remuneration. I commend this report to Shareholders
and ask that you support the resolution to approve the Company’s Annual Remuneration Report at
the Company’s AGM on 24 June 2026.
Tarek Khlat
Chairman of the Remuneration Committee
20 April 2026
S&U Plc Annual Report and Accounts 202626
B2 Directors’ Remuneration Report
CONTINUED
This section covers how the Remuneration Policy was implemented in the period ending 5 February 2026. Certain elements
of the Annual Remuneration Report are subject to audit, and this has been highlighted at the start of each section.
Remuneration Committee
(this section is not subject to audit)
The Company has established a Remuneration Committee which is constituted in accordance
with the recommendations of the Combined Code. The current members of the Remuneration
Committee are Mr Graham Pedersen, Mr Jeremy Maxwell and Mr Tarek Khlat, who are all
independent non-executive directors. Biographical details of these directors are set out on page 22.
The Remuneration Committee is chaired by Mr Tarek Khlat.
None of the Remuneration Committee has any personal financial interest, conflicts of interest arising
from cross-directorship or day-to-day involvement in running the business. The Remuneration
Committee makes recommendations to the Board.
The Remuneration Committee is responsible within the authority delegated by the Board for
determining, implementing and operating the Remuneration Policy and for determining the
specific remuneration packages for each of the executive directors. In particular, the Remuneration
Committee has the following key responsibilities:
• determining and setting variable and performance-related pay, and the assessment of
performance targets for executive directors;
• reviewing and approving the remuneration arrangements and fees for each individual director;
• reviewing and approving the remuneration arrangements and any payments for loss of office or
severance packages for new directors and those stepping down as a director or ceasing to be a
member of the senior management team; and
• reviewing and having regard to the general remuneration pay practices and polices across the
wider workforce when setting executive pay.
In its role to implement and operate the Remuneration Policy for directors the Remuneration
Committee considers;
• the need to attract, retain and motivate high quality individuals to optimise Group performance;
• the need for an uncomplicated link and clear line of sight between performance and rewards;
• the need for an appropriate balance between fixed and variable remuneration and short term
and long-term rewards and alignment with shareholder interests;
• best practice and remuneration trends within the Company and the financial services industry;
• the requirements of the UK Corporate Governance Code and existing director contracts; and
• previous shareholder feedback and the interests of other relevant stakeholders and employees.
The Remuneration Committee’s terms of reference were reviewed during the year and are available
on our website www.suplc.co.uk.
Advisors to the Remuneration Committee
The Remuneration Committee is assisted in its work by the Chairman, Deputy Chairman and the
Group Finance Director. The Chairman is consulted on the remuneration of those who report directly
to him and also of other senior executives. No executive director or employee is present or takes part
in discussions in respect of matters relating directly to their own remuneration.
During the year, the Remuneration Committee was also assisted in its work by KPMG LLP who
provide advice and guidance on remuneration matters. The Remuneration Committee is comfortable
that the KPMG team which provided advice to the Remuneration Committee was and is independent
and that they did not have any connections with S&U plc that may have impaired their objectivity.
The total fees paid to KPMG for the provision of independent advice during the period ended
5 February 2026 was £13,200. KPMG also provide taxation compliance and advisory services to
the Group.
Attendance at meetings
Details of the number of Remuneration Committee meetings held during the year and attendance at
those meetings is set out in the Governance section on page 41 of this Annual Report.
The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 27
Strategic Report Corporate Governance
B2.2 Annual Remuneration Report
Single Figure Tables (this section is subject to audit)
The table below sets out in a single figure the total amount of remuneration including each component received by each of the directors for the period ended 5 February 2026, together with comparative
figures for the year ended 31 January 2025:
Executive
Directors
Anthony
Coombs
£000
Graham
Coombs
£000
Chris
Redford*
£000
Jack
Coombs
£000
Ed
Ahrens
£000
2025/26 2024/25 2025/26 2024/25 2025/26 2024/25 2025/26 2024/25 2025/26 2024/25
Salaries and fees 385 385 370 370 108 260 185 150 235 215
Allowances and benefits 123 114 35 35 9 22 21 21 10 10
Pension Contribution 0 0 0 0 14 38 27 22 35 32
Total Fixed 508 499 405 405 131 320 233 193 280 257
Bonus 50 0 50 0 25 0 40 40 32 40
Shadow Share Incentive 0 0 0 0 0 0 0 0 41 44
Total Variable 50 0 50 0 25 0 40 40 73 84
Total 558 499 455 405 156 320 273 233 353 341
* Chris Redford resigned as Group Finance Director on 18 June 2025 following his planned retirement and was awarded a £25,000 discretionary bonus.
**Karl Werner and Chris Freckelton were appointed as directors of S&U plc on 9 February 2026 and 20 April 2026 respectively (after the 5 February 2026 year end) and so no remuneration is shown in the single figure table.
Non-Executive Directors
Tarek
Khlat
£000
Graham
Pederson
£000
Graham
Wheeler
£000
Jeremy
Maxwell
£000
2025/26 2024/25 2025/26 2024/25 2025/26 2024/25 2025/26 2024/25
Salaries and fees 42 41 40 39 40 39 40 39
Total 42 41 40 39 40 39 40 39
S&U Plc Annual Report and Accounts 202628
B2.2 Annual Remuneration Report
CONTINUED
Salaries & fees
The amount of salary / fees received in the period.
Allowances and benefits
The taxable value of benefits received in the period. These are company car or allowance, private fuel, life
insurance and private medical insurance.
Pension
The pension figure represents the cash value of pension contributions received by the executive directors. This
includes the Company’s contributions to the defined contribution pension scheme and any salary supplement in
lieu of a Company pension contribution.
Annual Bonus
Annual bonus is the value of the cash bonus earned in respect of the year. A description of the performance
targets against which the bonus pay-out was determined is provided on page 30. The Remuneration Committee
determined that no part of any bonus paid for the period ended 5 February 2026 would be deferred.
Share incentive plans (LTIP)
For the period ended 5 February 2026 figures for the value of nil cost options vesting in respect of performance
under the shadow share incentive plan have been calculated as follows:
• PBT and ROCE based performance targets for the period to 5 February 2026 were not met for Aspen;
accordingly, the Remuneration Committee determined that 50% of the 4,000 shadow share options granted
to Ed Ahrens vested in respect of achieving performance targets in the period to 5 February 2026. Although
the above LTIP options would also have been subject to continued employment, we disclose the value of
the shares vesting by reference to performance to 5 February 2026 which is £41,248 for Ed Ahrens (i.e.
2,000 shares vested by reference to performance).
• We intend to grant further shadow share options in May 2025 based on the value of a total of 4,000 shares
in S&U. These awards will be subject to a performance period which will commence on 6 February 2026
and will end on 5 February 2027. The share price at the start of the performance period was £23.80; if the
share price were to increase by a further 50% between May 2026 and May 2029, then the share price of the
awards would have increased to £35.70, representing an increase in the face value of Ed Ahrens’ and Chris
Freckelton’s award of £11,900 and an increase in the face value of Karl Werner’s award of £23,800.
For the year ending 31 January 2025 comparative figures:
5,000 shadow share options were granted to Chris Redford of which 0% vested in respect of not achieving their
performance targets in that year and 3,000 shadow share options were granted to Ed Ahrens in that year of
which 100% vested in respect of achieving their performance targets in that year.
The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 29
Strategic Report Corporate Governance
Individual elements of remuneration (this section is subject to audit apart from the application
of the Remuneration Policy to the individual elements of remuneration for the period ending
5 February 2026).
Base salary and fees
Base salaries for individual executive directors are reviewed annually by the Remuneration
Committee and are set with reference to individual performance, experience and responsibilities
within the Group as well as with reference to similar roles in comparable companies. Non-executive
directors will continue to receive directors’ fees in line with market practice. As disclosed in the
Annual Report on Remuneration last year, for the period ending 5 February 2026, no salary increases
were given to the executive directors, except where exceptional circumstances merited a higher
increase, it was decided to award Jack Coombs and Ed Ahrens salary increases of 23.3% and 9.3%
respectively.
For the year ending 5 February 2027, the Remuneration Committee has now agreed salary increases
with 3 of the 4 executives’ salaries increasing for 2026/27, one of which receiving an exceptional
higher increase, as noted below. After a review of market comparables, and considering his broader
role now as Chief Operating Officer of S&U, it was decided to award Jack Coombs a salary increase
of 19% for the year ended 5 February 2027. The average increase for executives was above the
increases given to the wider workforce.
The table below shows the base salary increases awarded for next year:
Executive director
Base salary
as at
5 February
2026
£000
Base salary
for year to
5 February
2027
£000
Increase
%
Anthony Coombs 385 385 0.0
Graham Coombs 370 385 4.0
Jack Coombs 185 220 18.9
Ed Ahrens 235 245 4.3
Karl Werner* n/a 310 n/a
Chris Freckelton* n/a 210 n/a
* Karl Werner and Chris Freckelton were appointed as directors of S&U plc on 9 February 2026 and 20 April 2026 respectively
(after the 5 February 2026 year end) and so no remuneration is shown in the table for base salary as at 5 February 2026.
Non-Executive Directors
The Remuneration Policy for non-executive directors is determined by the Board, in line with the
Articles of Association. Fees reflect the responsibilities and duties placed upon non-executive
directors whilst also having regard to market practice. The basic non-executive director fee was
increased by 6.8% to £43,000 with effect from 5 February 2026. The basic senior non-executive fee
was increased by 6.1% to £45,000 with effect from 5 February 2026. The non-executive directors
do not participate in any of the Company’s share incentive plans, nor do they receive any benefits,
bonus or pension contributions.
Non-executive director fees
2024/25
£000
2025/26
£000
2026/27
£000
Basic fee 39.3 40.3 43.0
Additional fee for Senior Independent
Non-executive director 2.0 2.1 2.0
Annual bonus
For the period ended 5 February 2026, annual bonuses for the executive directors were based on
stretching Group or divisional PBT targets. The Committee also assessed executive performance
against the non-financial measures as part of the ESG and governance framework approved in 2024.
These areas form up to 25% of the annual bonus performance assessment. The table below sets
out the maximum bonus opportunity that each of the executive directors could earn for the period
ended 5 February 2026 together with the Group PBT targets and details of the actual bonus earned.
Performance
Maximum
annual bonus
opportunity
period ending
5 February
2026
£000
Bonus
pay-out % of
maximum
%
Actual bonus
earned for
the period
ending
5 February
2026
£000
Anthony Coombs
Group PBT target
(£30.85m)
50 100 50
Graham Coombs 50 100 50
Ed Ahrens
Aspen Bridging PBT
and ROCE target* 40 80 32
Jack Coombs
Aspen Bridging PBT
and ROCE target 50 80 40
* Whilst the Remuneration Committee is aware that some shareholders wish to see detailed retrospective disclosure of bonus targets,
it considers this inappropriate for the divisional PBT and Group and Divisional targets given that such targets are based on commercially
sensitive information that the Board believes could negatively impact the Group’s competitive position by providing our competitors with
insight into our business plans and expectations, resulting in significant risk to future profitability and shareholder value. We will review
annually this commercial sensitivity and consequent non-disclosure of the historic divisional PBT and Group and Divisional ROCE targets.
However, we are committed to providing as much information as we are able to, in order to assist our investors in understanding how our
incentive pay-outs relate to performance delivered. Details of the Group PBT targets are disclosed above.
S&U Plc Annual Report and Accounts 202630
B2.2 Annual Remuneration Report
CONTINUED
Based on above target performance levels for S&U group in the period ended 5 February 2026 the
Remuneration Committee determined bonuses of £50,000 each were payable to each of Anthony
Coombs and Graham Coombs. Based on the below target performance levels for Aspen Bridging in
the period ended 5 February 2026 the Remuneration Committee determined bonuses of £32,000
was payable to Ed Ahrens and £40,000 for Jack Coombs. The Committee considered the extent
to which both financial and individual performance targets had been met in determining these
bonuses.
Annual bonus in 2026/27
For the year ending 5 February 2027, where the threshold performance targets set are achieved,
the annual bonus has been set at £60,000 for Anthony Coombs, Graham Coombs and Jack Coombs,
£30,000 for Ed Ahrens, £50,000 for Karl Werner* and £20,000 for Chris Freckelton*. Where the
target levels of performance set are exceeded, then based on stretch performance targets the
Remuneration Committee has the discretion to pay an increased annual bonus to Ed Ahrens and
Karl Werner* and the maximum amount payable will not exceed the maximum limits stated in
the Remuneration Policy. The annual bonus will continue to be assessed predominantly against
stretching Group and divisional PBT and ROCE targets, with up to 25% of the annual bonus also
assessed against specific non-financial targets.
The Remuneration Committee considers that the actual annual bonus targets are commercially
sensitive and should therefore remain confidential to the Company. They provide our competitors
with insight into our business plans, expectations and our strategic actions. However, the
Remuneration Committee will continue to disclose how the bonus pay-out delivered relates to
performance against the Group PBT targets on a retrospective basis.
* Karl Werner was appointed a director of S&U plc on 9 February 2026 and Chris Freckelton on 20 April 2026 (after the 5 February 2026
year end).
Long Term Incentives – Long Term Incentive Plan (LTIP) 2021
Awards granted during the period
Ed Ahrens was awarded 3,000 nil cost shadow share options under the 2021 LTIP in May 2025 at a
notional nil exercise price, subject to achieving specified stretch Aspen PBT and ROCE targets for the
period ended 5 February 2026.
No other shadow share options were envisaged to be granted to S&U directors, and none were
granted during the period ended 5 February 2026.
Awards vesting based on performance in respect the period ended
5 February 2026
An award of 2,000 shares vested based on performance for Ed Ahrens in respect of the period ended
5 February 2026 and has been included in the notes to the single figure tables on page 29 - the value
of this award in the single figure tables is based on the previous 3 months’ average share price as at
5 February 2026.
Awards for 2026/27
The Committee intends to grant 1,000 nil cost shadow share options under the 2021 LTIP to Ed
Ahrens, subject to achieving certain threshold Aspen PBT and ROCE targets for the year ending
5 February 2027, 2,000 nil cost shadow share options under the 2021 LTIP to Ed Ahrens, subject to
achieving certain stretch Aspen PBT and ROCE targets for the year ending 5 February 2027.
The Committee intends to grant 2,000 shadow share options under the 2021 LTIP to Karl Werner*,
subject to achieving certain threshold Advantage PBT and ROCE targets for the year ending
5 February 2027 and 3,000 shadow share options under the 2021 LTIP to Karl Werner*, subject to
achieving certain stretch Advantage PBT and ROCE targets for the year ending 5 February 2027.
The Committee intends to grant 1,000 shadow share options under the 2021 LTIP to Chris
Freckelton*, subject to achieving certain threshold Group PBT and ROCE targets for the year ending
5 February 2027.
The LTIPs will normally become exercisable three years from grant, subject to the satisfaction of the
performance conditions and the director remaining in employment. The Remuneration Committee
considers that the targets are commercially sensitive and should therefore remain confidential to
the Company. They provide our competitors with insight into our business plans, expectations and
our strategic actions. However, the Remuneration Committee will continue to disclose how the LTIP
vesting relates to performance against the Aspen, Advantage and Group PBT and ROCE targets on a
retrospective basis.
The table below shows a comparison between the actual amounts paid or vested in the period
ended 5 February 2026 and the amounts granted for the year ending 5 February 2027.
Amounts actually
paid or vested
in the year
2026
Amounts granted
in the year (subject
to the achievement
of performance
conditions)
2027
Anthony Coombs Bonus £50,000 £60,000
Shadow share options – –
Graham Coombs Bonus £50,000 £60,000
Shadow share options – –
Jack Coombs Bonus £40,000 £60,000
Shadow share options – –
Ed Ahrens Bonus £32,000 £30,000
Shadow share options 2,000 1,000
Karl Werner* Bonus £50,000
Shadow share options n/a 2,000
Chris Freckleton* Bonus £20,000
Shadow share options n/a 1,000
* Karl Werner was appointed a director of S&U plc on 9 February 2026 and Chris Freckelton on 20 April 2026 (after the 5 February 2026 year
end) and so no remuneration is shown in the table for 2026.
The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 31
Strategic Report Corporate Governance
For the period ended 5 February 2026, the Remuneration Committee considers that the significant
shareholding held by Anthony Coombs, Graham Coombs and Jack Coombs provides adequate
alignment to shareholders.
The Committee has determined that, as a matter of good governance and alignment with
shareholder interests, 50% of the net-of-tax proceeds from any Shadow Share Option (SSO) grant,
equivalent to 25% of the gross SSO entitlement, should be reinvested in the Company’s shares within
three months of vesting. While no formal minimum holding period will be imposed, the Committee
expects that such shareholdings will be retained as a demonstration of long-term commitment to the
Company. This approach reinforces executive alignment with sustainable shareholder value creation
and reflects the Board’s expectation of meaningful equity participation at senior levels.
Malus and Clawback provisions
The Remuneration Policy for executive and non-executive directions, which shareholders approved at
the 2024 AGM contains specific malus and clawback provision for the annual bonus and LTIP awards
as follows.
For up to two years following the payment of the annual bonus award, the Committee may require
repayment of all or part of the bonus in the event of a material misstatement or error in assessing
performance measures which has led to an overpayment of the bonus or in the event of dismissal
due to gross misconduct in the bonus year or in the event of criminal behaviour. Some or all of any
deferred award under the annual bonus may be clawed back (via a cancellation of the award) prior
to vesting in equivalent circumstances.
During the vesting period of an LTIP award the Committee may clawback all or part of the award (via
the cancellation of unvested awards) in the event of a material misstatement or error in assessing
performance measures which has led to the award vesting to a greater degree than would otherwise
have been the case or in the event of dismissal due to gross misconduct.
These provisions were not used in the period to 5 February 2026.
Total pension entitlements in 2025/26
(this section is subject to audit)
During the year the Group made contributions into a defined contribution scheme on behalf of Ed
Ahrens, Jack Coombs and Chris Redford (or pays a salary supplement in lieu). None of the directors
have accrued benefits under the defined benefit scheme.
Director
Defined
contribution
or salary
supplement
in lieu
£000
Percentage of
Salary
%
Chris Redford 14 14.5
Ed Ahrens 35 15.0
Jack Coombs 27 15.0
Company performance – shareholder return graph
(this section is not subject to audit)
The following graph shows the Company’s Shareholder Return performance, compared with the
performance of the FTSE Small Cap, over the past ten years. This comparator has been selected since
it illustrates S&U’s relative performance within their sector.
0
50
100
150
200
250
300
Return Index
31/01/2016
31/01/2017
31/01/2018
31/01/2019
31/01/2020
31/01/2021
31/01/2022
31/01/2023
31/01/2024
31/01/2025
31/01/2026
S&U Plc
FTSE small
cap index
Executive Chairman Remuneration for the previous
ten years (this section is not subject to audit)
The Group does not have a CEO, but the table below shows the detail required by the regulations for
our executive chairman Mr Anthony Coombs:
Executive director
Single figure of
remuneration
Annual bonus
(% of maximum
opportunity for
the year)
Long term
incentive
(% of maximum
number of shares
for the year)
2026 558 100 n/a
2025 499 0 n/a
2024 467 0 n/a
2023 506 100 n/a
2022 469 100 n/a
2021 450 20 n/a
2020 427 33 n/a
2019 412 40 n/a
2018 387 0 n/a
2017 402 50 n/a
S&U Plc Annual Report and Accounts 202632
B2.2 Annual Remuneration Report
CONTINUED
Percentage change in Executive Directors’ Remuneration (this section is not subject to audit)
The table below sets out in relation to salary, taxable benefits and annual bonus the percentage increase in remuneration for executive directors and the wider workforce for the period ended
5 February 2026 and years ended 31 January 2025, 31 January 2024, 31 January 2023 and 31 January 2022.
Element
Period to 5.2.26
Anthony
Coombs
%
Graham
Coombs
%
Chris
Redford
%
Jack
Coombs*
%
Ed
Ahrens**
%
Wider
Workforce
%
Base salary 0.0 0.0 (41.5) 23.3 9.3 3.3
Allowances and benefits 7.9 0.0 (40.9) 0.0 0.0 n/a
Bonus 100.0 100.0 100.0 0.0 (20.0) 121.4
Year to 31.1.25
Base salary 1.7 1.7 3.0 25.0 3.6 10.0
Allowances and benefits 29.5 0.0 0.0 (8.7) 11.1 n/a
Bonus 0.0 0.0 (100.0) 300.0 300.0 (39.9)
Year to 31.1.24
Base salary 1.3 1.4 3.1 9.1 n/a 5.5
Allowances and benefits 7.3 2.9 0.0 2300.0 n/a n/a
Bonus (100.0) (100.0) (80.0) (60.0) n/a (20.6)
Year to 31.1.23
Base salary 3.8 3.8 5.4 10.0 n/a 9.0
Allowances and benefits 3.8 (2.9) 0.0 0.0 n/a n/a
Bonus 66.7 66.7 0.0 150.0 n/a 6.6
Year to 31.1.22
Base salary 0.0 0.0 0.0 n/a n/a 3.0
Allowances and benefits 5.3 0.0 (15.4) n/a n/a n/a
Bonus 100.0 100.0 100.0 n/a n/a 186.9
** Jack Coombs was appointed a director of S&U plc on 14 April 2021, so no comparative data is available for the year 31.1.22.
** Ed Ahrens was appointed a director of S&U plc on 14 February 2023 (after the 31 January 2023 year end) and so no comparative data is available for the years to 31.1.24, 31.1.23 or 31.1.22.
Anthony Coombs received benefits and allowances of £123,000 in the period ending 5 February 2026 and £114,000 in the year ending 31 January 2025. Anthony Coombs earned a bonus of £50,000 for the
period ending 5 February 2026 and received a bonus of £nil for the year ending 31 January 2025.
Graham Coombs received benefits and allowances of £35,000 in the period ending 5 February 2026 and £35,000 in the year ending 31 January 2025. Graham Coombs earned a bonus of £50,000 for the
period ending 5 February 2026 and received a bonus of £nil for the year ending 31 January 2025.
Chris Redford received benefits and allowances of £9,000 in the period ending 5 February 2026 and £22,000 in the year ending 31 January 2025. Chris Redford earned a bonus of £25,000 for the period
ending 5 February 2026 and earned a bonus of £nil for the year ending 31 January 2025.
Jack Coombs received benefits and allowances of £21,000 in the period ending 5 February 2026 and £21,000 in the year ending 31 January 2025. Jack Coombs earned a bonus of £40,000 for the period
ending 5 February 2026 and earned a bonus of £40,000 for the year ending 31 January 2025.
Ed Ahrens received benefits and allowances of £10,000 in the period ending 5 February 2026 and £10,000 in the year ending 31 January 2025. Ed Ahrens earned a bonus of £32,000 for the period ending
5 February 2026 and earned a bonus of £40,000 for the year ending 31 January 2025.
The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 33
Strategic Report Corporate Governance
Chairman Pay Ratio (this section is not subject to audit)
The Group does not have a CEO, but the information below shows the detail required by the
regulations for our executive chairman Mr Anthony Coombs.
In accordance with the UK Companies (Miscellaneous Reporting) Regulations 2018, the Company
is required to disclose the ratio of the Chairman’s single total figure of remuneration to that of the
Company’s UK employees across the Group at the 25th percentile (P25), median (P50), and 75th
percentile (P75).
The Company has applied Method C to determine the pay ratios. The Company used existing
UK payroll data for the relevant financial period and employees were ranked based on total
remuneration received during the financial year. The employees whose pay was closest to the 25th,
50th and 75th percentiles were identified. No full-time equivalent adjustments were made, and
remuneration reflects actual pay received during the year.
The Committee considers this method to be proportionate and appropriate given the structure of
the Group’s UK workforce and the availability of payroll data.
For the period ended 5 February 2026, the ratios are set out below:
Year Method P25 P50 P75
2025/26 C 24:1 18:1 13:1
The Chairman’s single total figure of remuneration for the year was £558,000, as disclosed in the
audited Directors’ Remuneration Report.
The remuneration for the identified UK employees at each percentile was
P25: £23,000
P50 (median): £31,000
P75: £41,000
The Committee reviews workforce pay and conditions when setting executive remuneration.
The Committee believes that the median pay ratio for 2025/6 is consistent with the reward and
progression policies for the Company’s colleagues.
This is the first year in which the Company is required to disclose the CEO pay ratio under the
Companies (Miscellaneous Reporting) Regulations 2018. Accordingly, no comparative figures are
presented.
Relative Importance of Spend on Pay
(this section is not subject to audit)
The graph below shows the relative importance of spend on pay against other cash outflows of the
Group for the year ending 31 January 2025 and period ending 5 February 2026. Given the nature of the
Group’s business, the other significant outflows for the Group are loan advances and dividends payable.
Annual expenditure January 2025 v January 2026 £m
0
50
100
150
200
250
300
350
400
Wages & salaries Loan advances Dividends paid
2025
2026
Payments for loss of office (this section is not
subject to audit) and to past directors
There were no loss of office payments made during the period ended 5 February 2026.
Statement of directors’ shareholding and share interests
The table below details the beneficial shareholdings and share interests of the directors as at
5 February 2026.
Type
Total At
5 February
2026
Anthony Coombs Shares 1,224,009
Graham Coombs Shares 1,650,819
Ed Ahrens Shares 3,000
Jack Coombs Shares 1,677,147
Non-executive Directors
Tarek Khlat Shares –
Graham Penderson Shares –
Jeremy Maxwell Shares –
Graham Wheeler Shares –
In addition to the above holdings, Grevayne Properties Limited, a Company beneficially controlled by
Anthony Coombs and Graham Coombs, holds 379,123 Ordinary Shares.
Karl Werner and Chris Freckelton were appointed as executive directors of S&U plc after the 5.2.26
year end, on 9.2.26 and 20.4.26, and at that date they held no S&U plc ordinary shares.
S&U Plc Annual Report and Accounts 202634
B2.2 Annual Remuneration Report
CONTINUED
There are no share options held under the old LTIP 2010 scheme – there are no direct share interests arising under the new LTIP 2021 scheme agreed by shareholders at the AGM in 2021 as options which
are granted under this new scheme are shadow share options only.
The Committee has determined that, as a matter of good governance and alignment with shareholder interests, 50% of the net-of-tax proceeds from any Shadow Share Option (SSO) grant, equivalent to
25% of the gross SSO entitlement, should be reinvested in the Company’s shares within three months of vesting. While no formal minimum holding period will be imposed, the Committee expects that
such shareholdings will be retained as a demonstration of long-term commitment to the Company. This approach reinforces executive alignment with sustainable shareholder value creation and reflects the
Board’s expectation of meaningful equity participation at senior levels.
There have been no changes to the above shareholdings and share interests between 5 February 2026 and the date of this report.
Shareholder vote on the 2025 Remuneration Report and 2024 Remuneration Policy (this section is not subject to audit)
The table below shows the voting outcome at the 18 June 2025 AGM for the 2025 Directors Remuneration Report (advisory) and the voting outcome at the 6 June 2024 AGM for the 2024 Remuneration Policy:
Number of
votes “For” and
“Discretion”
% of
votes
cast
Number
of votes
“Against”
% of
votes
cast
Total Number
of votes cast
Number
of votes
“withheld”
Annual Report on Remuneration 2025 6,173,160 95.77 272,392 4.23 6,445,552 283
Remuneration Policy 2024 6,401,507 96.83 209,787 3.17 6,611,294 327
The Remuneration Committee welcomed the passing of the resolutions and the support shown by those Shareholders who voted in favour and the Remuneration Committee has taken steps wherever
practicable to understand Shareholder concerns when withholding their support.
Approval
This report section B2 of the Annual Report and Accounts including The Annual Remuneration Report was approved by the Board of Directors on 20 April 2026 and signed on its behalf by:
Tarek Khlat
Chairman of the Remuneration Committee
20 April 2026
The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 35
Strategic Report Corporate Governance
B3.1 Audit committee report
Role and Responsibilities
The Audit Committee is a committee of the Board of Directors, made up of the 3 independent
non-executive directors and Graham Wheeler, former CEO of Advantage whose expertise on motor
finance issues is invaluable to the committee. Its main role is to assist the Board and protect the
interests of shareholders by reviewing the integrity and appropriateness of the Group’s financial
information, the systems of internal controls and risk management and the audit process, both
internal and external. The Committee continues to monitor developments in other areas in this
regard, to ensure that its role is properly and appropriately applied and performed. The Committee
is cognisant of the evolving audit landscape for listed companies and is helping the company develop
and embed its evolving response to climate change including the work for the task force on climate
related disclosures (TCFD). Tarek Khlat, a member of the audit committee also serves on the Group’s
ESG and climate change committee.
Composition of the Committee and Meetings
The Company has established an Audit Committee which is constituted in accordance with the
recommendations of the UK Corporate Governance Code. The members of the Committee are
Mr G Pedersen, Mr J Maxwell, Mr T Khlat and Mr G Wheeler, who are all non-executive directors.
Biographical details of these directors are set out on page 23. The Committee is chaired by Mr
G Pedersen. Meetings are held not less than twice a year and generally three times a year in
conjunction with the interim and full year financial reports issued in October and April and an
external and internal audit planning meeting in January. The external or internal auditors or
individual members of the Audit Committee may request a meeting if they consider one is necessary
and the Committee ensure that discussions are held with the external auditors without executive
Board members present. During the period ending 5 February 2026 three meetings were held
including Audit planning meetings.
Significant Matters related to the financial statements
The significant matters and areas of judgement considered by the Audit Committee in relation to the
5 February 2026 Financial Statements were as follows:
Impairment of receivables – Motor Finance – see also accounting policy
1.5 on page 57 and 1.13 on page 58
Receivables are impaired in Motor Finance based on the overall contractual arrears status and
also the number of cumulative contractual monthly payments that have been missed in the last
six months. Impairment is calculated using models which use historical payment performance and
amounts recovered from security realisation to generate the estimated amount and timing of future
cash flows from each arrears stage. In addition, and in accordance with the provisions of IFRS9 a
collective provision is made for expected credit losses in the next 12 months in the remainder of the
loan book which again references historical payment performance and amounts recovered.
Judgement is applied as to the appropriate point at which receivables are impaired and the level of
cash flows that are expected to be recovered from impaired customers.
In order to assess the appropriateness of the judgements applied, an exercise is performed to assess
the most recent performance of customers, including the cash collection and recovery performance
of impaired customers. This is used to help forecast expected cash collections which are then
discounted at the effective interest rate and compared to the carrying value of receivables at the
yearend with the difference being the impairment provision.
In assessing the adequacy of the Motor Finance impairment provision, the Audit Committee
considers, reviews and challenges;
a. The work performed by management and by Forvis Mazars in auditing the data used and their
challenge of the assumptions used by management; and
b. The findings in light of current trading performance and expected future trading performance.
The Committee also reviewed revenue recognition within motor finance and the impairment,
revenue recognition and strong receivables growth of our Property Bridging Finance business.
There were no issues and areas of judgement considered significant by the Committee in relation to
these areas.
Provision – Motor Finance FCA commission consultation –
see also note 1.13
The Committee assessed the accounting judgement made relating to the FCA’s final redress scheme
rules on motor finance commissions. The Committee considered other independent views, including
that of the external auditor, in assessing the provision recorded under the requirements of IAS 37.
The Committee has also encouraged active engagement with the FCA on the consultation proposals
and reviewed the submission made by Advantage in late 2025.
S&U Plc Annual Report and Accounts 202636
B3 Governance
External Audit
The Committee formally reviews the effectiveness of the external auditors, Forvis Mazars LLP, and
the Group’s relationship with them. The review consists of a list of relevant questions, which it
discusses with the Group Finance Director, before discussing them with external auditors.
As a result, the Committee concluded that the external audit process during Forvis Mazars LLP’s
fourth year as our auditors was effective this year. After a rigorous tender process Forvis Mazars LLP
were formally appointed as group auditors at the AGM in May 2021, taking over from Deloitte LLP
who had been Group Auditors since 2000.
The Audit Committee and Forvis Mazars have put in place safeguards to ensure that the
independence and objectivity of the external auditor is maintained including governing the
external auditor’s engagement for non-audit services. In line with rules for public interest entities
the provision of tax compliance services was placed with KPMG with effect from 1 February 2017
and we also use KPMG for guidance on directors’ remuneration and reporting matters. Fees paid
to the external auditor are shown in note 8 to the accounts. Overall the fees paid to the external
auditor for non-audit services, which were approved by the Audit Committee, were £60,000 (2025:
£45,000) and this was for the half year review of interim results and ESG KPI compliance verification
under our revolving credit facility agreement. The audit committee have continued to monitor the
quality of service they provided and their continuing independence. They examined Forvis Mazars
transparency report which demonstrates how audit quality is maintained in line with the “Audit
Quality Framework” issued by the professional oversight board of the Financial Reporting Council.
They also considered Forvis Mazars’ understanding of S&U plc’s business, their access to
appropriate specialists, and their understanding of the financial sector in which the Group operates.
In accordance with this policy the Audit Committee ensured no external service provided by the
auditors involved it in management of functions or decision making or in influencing Management’s
view on the adequacy of internal controls or financial reporting. If it were to be material to the
Group, any Corporate Finance or other advice that Forvis Mazars provided during the year would be
reviewed by the Audit Committee to ensure that they did not compromise the auditing function of
Forvis Mazars in any way.
Internal Audit
During the year, RSM have continued to provide internal audit services for the Group. An agreement,
overseen by the Audit Committee, has been entered into with RSM who will be responsible for
regular internal audits of the Group’s Regulatory Controls, Customer Compliance, Risk Management
and Governance Policy and Procedures.
The Committee considers that the Annual Report and Accounts, taken as a whole, is fair, balanced
and understandable and provides the information necessary for shareholders to assess the Group’s
performance, business model and strategy.
Graham Pedersen
Chairman of the Audit Committee
20 April 2026
The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 37
Strategic Report Corporate Governance
The 2024 UK Corporate Governance Code issued by the FRC was applicable for the whole of the financial period ended
5 February 2026 and contained revisions which whilst important did not have a major impact on the Group. Revisions to
Provision 29 of the 2018 Code are effective from 6 February 2026 and the Group is well progressed having identified its
material controls and mapped them to the principal risks. The effectiveness of these controls will be monitored during the
year and reported on in the 5 February 2027 annual report. We report below on our adherence to the current 2024 UK
Corporate Governance Code.
Narrative statement
The way in which we comply with the Code’s Provisions or explain where we do not is described
below in the five areas of “Board Leadership and Company Purpose, Divisions of Responsibilities,
Composition, succession and evaluation, Audit risk and internal control and Remuneration.” In
addition, our Chairman’s Statement provides guidance as to how we interpret the revised codes
more flexible approach in giving clear reasons for any non-compliance within the provisions. The
rationale for this includes a “Company’s particular circumstances based on a range of factors,
including the size, complexity, history and ownership structure.”
In S&U’s case this has always meant an identity of interest between major shareholders and the
executive management of the Company. The requirement of the Code of Principles for Board’s to
“promote the long-term sustainability or success of the Company, generating value for shareholders
and contributing to wider society” is sustained by this and by our consistent mantra of “steady,
sustainable growth.” Our mission statement is published on the inside front cover. Family investment
and management has over nearly 90 years been reflected in ambition for growth and for new
markets buttressed by a conservative approach to risk, to treasury activities and to return on capital
employed. The same culture is seen in “work force engagements” through employment stability,
good communications and a streamlined, non-bureaucratic, management structure, as a staple of
S&U well before the Governance Code even existed.
This has inevitably meant some departure from the detailed Provisions of the Code which primarily
focusses on larger companies, a more formal approach to employee relations, a shorter history to
establish a proven responsible culture, and a divorce between equity and management. We have
carefully explained the reasons for any departures and will hopefully, as the revised code requires,
now see these considered by investors and their representatives “thoughtfully” and not evaluated in
“a mechanistic way”.
Leadership
During the year the Company was controlled through the Board of Directors which at
6 February 2026 comprised four executive and four non-executive directors. The Chairman is
responsible for the running of the Board. He has to ensure that all directors receive sufficient relevant
information on financial, business and corporate issues prior to meetings. He is also responsible for
co-ordinating the Company’s business and implementing Group strategy.
The Chairman and Deputy Chairman are jointly responsible for acquisitions outside the traditional
business, the development of the business into new areas, and relations with the investing
community, public and media.
Under Provision 9 of the Code it is recommended that the Chairman should be independent on
appointment and should not have previously served as Chief Executive of the Company and under
Provision 19 of the Code it is recommended that the Chairman should not remain in post beyond
nine years from the date of their first appointment to the Board. Mr. Anthony Coombs was appointed
Chairman in 2008 as part of an established succession plan reflecting the Coombs family’s significant
holding in S&U, the identity of interest between management and shareholders and the consequent
success of the Company. As explained above this has been (and is perceived by the investing
community) as a significant strength in the responsible, long-term strategic approach to S&U’s
development.
Mr. Coombs now serves as Executive Chairman and his responsibilities as Managing Director have
been transferred to the Chief Executive of Advantage Finance and the Chief Executive of Aspen
Bridging.
Under Provision 11 of the Code it is recommended that at least half the board excluding the chair
should be non-executive directors whom the Board considers to be independent. The Board
considers there are currently 3 independent non-executive directors (Tarek Khlat, Graham Pedersen
and Jeremy Maxwell) of the 7 directors excluding the chair so this is a departure from the Code
and that composition of the Board is kept under review. Under Provision 24 of the code the audit
committee should consist of independent non-executive directors and the S&U audit committee
currently consists of 3 independent non-executive directors plus another non-independent non-
executive director so this is a departure from the Code. Under Provision 21 of the Code there should
be a formal Board performance review, its committees, the chair and individual directors – this
performance review is currently informal which the Board considers to be appropriate and more cost
effective. Under Provision 38 of the code, the pension contribution rates for executive directors, or
payments in lieu, should be aligned with those available to the workforce. As listed in the directors’
remuneration report there are a range of pension contribution rates for executive directors some of
which are above those available to the workforce but these rates reflect benchmarked market norms
for those executive directors.
S&U Plc Annual Report and Accounts 202638
B3.2 Corporate Governance
The Board has a formal schedule of matters reserved to it and meets at least four times a year with
monthly circulation of papers. It is responsible for overall Group strategy, acquisition and divestment
policy, approval of major capital expenditure projects and consideration of significant financing
matters. It monitors the exposure to key business risks and reviews the strategic direction of the
business. This includes its code of conduct, its annual budgets, its progress towards achievement of
those budgets and its capital expenditure programmes. The Board also considers environmental and
employee issues and key appointments. It also ensures that all directors receive appropriate training
on appointment and then subsequently as appropriate. The Board has established a Nomination
Committee, an Audit Committee and a Remuneration Committee. Each Committee operates within
defined terms of reference. Advantage Finance and Aspen Bridging are each managed by a separate
board of directors. The minutes of the standing Committees will be circulated to and reviewed by the
Board of Directors. Terms of reference for the Committees are available from S&U plc head office and
on our website www.suplc.co.uk.
Graham Pedersen was appointed to the Board in February 2015 and brings a wealth of experience
to the S&U Board both as a regulator and a banker. He has therefore served as a non-executive
director on the Board for over nine years. Notwithstanding this length of service, the Board considers
him to be independent due to his robust judgement and character and the invaluable balance and
experience he has brought to the Board's deliberations. Tarek Khlat, a Banker, FCA Approved Person
and Wealth Manager of great experience was appointed to the Board in March 2016. He has also
therefore served as a non-executive director on the Board for over nine years. Notwithstanding
this length of service, the Board considers him to be independent due to his robust judgement and
character and the invaluable balance and experience he has brought to the Board's deliberations.
In January 2022, Jeremy Maxwell was appointed to the Board and brings broad expertise in digital
innovation, marketing, commercial development and customer experience from over 25 years in the
retail and B2B distribution industries. In February 2024, Graham Wheeler was appointed as a non-
executive of the Board following his retirement as CEO of Advantage Finance. In his non-executive
capacity Graham continues to bring the benefit of over 40 years of experience in the motor and
finance sectors to the S&U Board.
The Nomination Committee, chaired by Jeremy Maxwell, comprises the four non-executive directors
and Anthony Coombs, Group Chairman. The Audit Committee is made up of the four non-executive
directors and is chaired by Graham Pedersen. The Remuneration Committee comprises Tarek Khlat,
Graham Pedersen and Jeremy Maxwell and is chaired by Tarek Khlat.
Board Effectiveness and the
work of the Nomination Committee
Our executive directors are appraised annually by the Chairman, the Deputy Chairman and the
independent non-executives. The Chairman and the Deputy Chairman are appraised annually by the
independent non-executives. The results of these appraisals are considered by the Remuneration
Committee for the determination of their remuneration recommendations. During the year there
was no external performance review of the Board but the performance of the Board and each of the
Board Committees was reviewed by the Board with regard to the performance and achievements
during the year. The performance of the Board and all three committees was self-assessed by the
Board to be effective.
Our non-executive directors receive full updates on Company progress and relevant issues and bring
their experience and sound judgement to bear on matters arising. The Chairman considers the
effectiveness of each non-executive director annually.
Directors have both the time and experience to fulfil their responsibilities and none sit on other PLC
boards. The Nomination Committee advises the Board on refreshment and succession planning,
whilst independent recruitment consultants are used for important executive roles.
Shortly after the year end the Nomination Committee appointed
• Karl Werner, CEO of Advantage Finance, to the S&U Board. Karl has steered the company through
a tempestuous time emerging stronger, more focussed and energised than before.
• Chris Freckelton, CFO, to the S&U Board. Chris has proved a success as Chief Financial Officer and
becomes Group Finance Director.
The Nomination Committee will continue to monitor the availability of relevant skills and experience
alongside its corporate governance responsibilities, in its further succession planning and when
considering any future appointments to the Board. Whilst the Board notes the Code’s focus on
diversity, both Board and executive appointments are made purely on the basis of ability and
temperament, irrespective of race, gender or sexual orientation.
Messrs Anthony Coombs, Graham Coombs, Ed Ahrens, Jack Coombs, Graham Pedersen, Tarek Khlat,
Jeremy Maxwell and Graham Wheeler being eligible offer themselves for re-election at the next
Annual General Meeting. Tarek Khlat, Graham Pedersen, Graham Wheeler and Jeremy Maxwell are
non-executive directors and the Chairman has determined their performance to be both effective
and committed.
The Senior Independent Director Tarek Khlat provides a sounding Board and objective support for
the Chairman and serves as an intermediary for the other directors when necessary.
The Company Secretary Manjeet Bhogal is available to provide advice and services to all Board
members and is responsible for ensuring Board procedures are followed. All directors are also able to
take independent advice in furtherance of their duties if necessary.
The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 39
Strategic Report Corporate Governance
Accountability
Financial Reporting
Reviews of the performance and financial position of the Group are included in the Chairman’s
Report. The Board uses this, together with the Strategic Report within pages 7 to 10, to present a
balanced and understandable assessment of the Company's position and prospects. The Directors'
responsibilities in respect of the financial statements are described on page 45 and those of the
auditor on page 50.
Internal Control
The Board acknowledges that it is responsible for the Group’s system of internal control and for
reviewing its effectiveness. Such a system is designed to manage rather than eliminate the risk of
failure to achieve business objectives and can only provide reasonable and not absolute assurance
against material misstatement or loss.
The Group’s internal control systems are reviewed regularly by management and by our independent
internal auditors RSM with the aim of continuous improvement. Whilst the Board acknowledges
its overall responsibility for internal control, it believes strongly that senior management within the
Group’s operating businesses should also contribute in a substantial way and this has been built into
the process. The Audit Committee oversees the monitoring of the adequacy of the Group's internal
controls and whistleblowing procedures.
There is an ongoing process for identifying, evaluating and managing the significant risks faced
by the Group. The process has been in place for the period under review and up to the date of
approval of the report and financial statements. The process is regularly reviewed by the Board
including a review during the reporting period and accords with the guidance in the UK Corporate
Governance Code.
The Board intends to keep its risk control procedures under constant review, particularly as regards
the need to embed and maintain internal control and risk management procedures further into the
operations of the business and to deal with areas of improvement which come to management’s and
the Board’s attention.
As might be expected in a Group of this size, a key control procedure is the day-to-day supervision of
the business by the executive directors, supported by the managers with responsibility for operating
units and the central support functions of finance, information systems and human resources.
The executive directors are involved in the budget setting process, constantly monitor key statistics
and review management accounts monthly, noting and investigating major variances. All significant
capital expenditure decisions are approved by the Board as a whole.
The executive directors receive reports setting out key performance and risk indicators and
consider possible control issues brought to their attention by early warning mechanisms, which are
embedded within the operational units and reinforced by risk awareness training. The executive
directors also receive regular reports from the credit control and health and safety functions, which
include recommendations for improvement. The Audit Committee’s role in this area is confined to a
high-level review of the arrangements.
Relationship with Auditor
The Audit Committee has specific terms of reference which deal with its authority and duties. It
meets at least twice a year with the external auditor attending by invitation and RSM as a regular
attendee in order that the Committee can review the external and internal audit process and results.
The Committee overviews the monitoring of the adequacy of the Group's internal controls and
whistleblowing procedures, accounting policies and financial reporting and provides a forum through
which the Group's external auditor reports to the non-executive directors. The Committee assists
the Board in discharging its duties to ensure the financial statements meet legal requirements and
also reviews the independence of the external auditor. This is assessed through examination of the
nature and value of non-audit services performed during the year. The value of non-audit services
is disclosed on page 37 and all non-audit service requirements are considered by the Group before
an appointment is made. The non-audit services provided were ISRE 2410 for the half year review of
interim results and ISAE 3000 limited assurance for the ESG KPI compliance verification.
Equality and Diversity
The Group is committed to ensuring that existing members of staff, job applicants, or workers are
treated fairly in an environment which is free from any form of discrimination. The Group will always
wish to ensure appointments reflect the best skills available for the role. As at 5 February 2026
14 women held 34% of senior management positions and women held 62% of other employee
positions and during the period no female directors served on the Board. As at 5 February 2026 27
men held 66% of senior management positions and men held 38% of other employee positions and
during the year nine male directors served on the Board. As at 5 February 2026 the Company had
12 employees of which two are women and ten are men including six S&U plc Directors, in total all
eight of the S&U plc board of directors are men of which one is from a minority ethnic background.
Data for these metrics has been collected from information provided by employees or held as part of
company records.
The Board therefore confirms in accordance with UK listing rule 6.6.6R (9) that as at 5 February 2026
it had not met the targets for listed companies of at least 40% of the individuals on the board
of directors being women and at least one of the senior board positions being a woman, due
principally to other candidates having more particular skills and experience for the handful of recent
appointments made. Whilst we believe appointments will continue to be made on relevant ability
and experience, we would like to make better progress towards these targets and welcome more
women to the Board. The Board confirms that it has met the target that at least one individual on its
board of directors is from a minority ethnic background.
S&U Plc Annual Report and Accounts 202640
B3.2 Corporate Governance
CONTINUED
The tables required under Listing Rule 6.6.6R (10) as at 5 February 2026 are set out below:
Table of reporting on gender identity or sex
Number of
board members
% of
board
Number of
senior positions
on board
Number in
executive
management
% of executive
management
% of all
employees
Men 8 100% 3 19 58% 43%
Women 0 0% 0 14 42% 57%
Not specified or prefer not to say 0 0% 0 0 0% 0%
Table of reporting on ethnic background
White British or other white 7 88% 2 32 97%
Mixed/Multiple ethnic groups 0 0% 0 0 0%
Asian/Asian British 0 0% 0 1 3%
Black/African/Caribbean/Black British 0 0% 0 0 0%
Other ethnic group including Arab 1 12% 1 0 0%
Not specified or prefer not to say 0 0% 0 0 0%
Board and Committee attendance
The attendance of individual directors at the regular meetings of the Board and its Committees during the period ended 5 February 2026 is shown in the table below:
Meeting attendance Board Nomination Remuneration Audit
Number of meetings 5 1 1 3
AMV Coombs 5 1 n/a n/a
GDC Coombs 5 n/a n/a n/a
G Pedersen 5 1 1 3
T Khlat 5 1 1 3
JP Maxwell 5 1 1 3
J EC Coombs 5 n/a n/a n/a
EH Ahrens 5 n/a n/a n/a
TG Wheeler 5 0 n/a 3
CH Redford 2* n/a n/a n/a
* Chris Redford resigned as Group Finance Director on 18 June 2025 following his planned retirement
Remuneration
The Remuneration Committee has specific terms of reference which deal with its authority and duties and these, together with details of how the Company has complied with the Remuneration provisions of
the UK Corporate Governance Code, including malus and clawback provisions, are detailed in the Directors Remuneration Report on page 24.
The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 41
Strategic Report Corporate Governance
Relations with Stakeholders
The Company continues to communicate with both institutional and private investors and responds
quickly to all queries received verbally or in writing. All shareholders have at least twenty working
days’ notice of the Annual General Meeting at which all directors are introduced and are available for
questions.
The Board is aware of the importance of maintaining close relations with investors and analysts
for the Group’s market rating. Positive steps have been taken in recent years to enhance these
relationships. Twice yearly road shows are conducted by the Chairman and senior directors when the
performance and future strategy of the company is discussed with larger shareholders. Queries from
all shareholders are dealt with personally by the Chairman.
Members of the Board including the Chairman meet frequently with shareholders and conduct
regular roadshows throughout the UK to present to current and future investors. Shareholder and
Investor relations are managed in tandem with our joint Stockbrokers Peel Hunt and Berenberg who
issue regular reports on these activities.
Mutual commitment and loyalty between the Company and its employees has under-pinned S&U’s
87-year history. Both its size, with currently over 210 employees in Grimsby and over 40 in Solihull
and its family ethos ensure that the “employee voice” is heard and heeded. Regular appraisals and
feedback meetings are held and internal promotion is encouraged. As a result, staff retention rates
are very high. Whistle-blower policies are in place at Advantage.
The size, history and culture of the company encourage participation of all directors and senior
management and employee relations and make designated board members or workforce
committees unnecessary.
Although, the S&U Group does not have a formal mechanism of staff engagement with the Board,
staff in the major operating subsidiary, Advantage Finance, do actively participate in regular
“cascade” meetings where business developments and resourcing are discussed. It is felt that such
practices do allow proper workforce engagement to take place without the specific need to create a
formal “Staff Consultative” committee structure.
B3.3 Compliance Statement
Throughout the period ended 5 February 2026 the company has discharged and met its
responsibilities under the Principles and Provisions of the 2024 UK Corporate Governance Code and
under the guidance attached to it. Where it has not followed provisions 9,11,19,21,24 and 38 of the
code, “a clear rationale for the action” is also set out above.
Jeremy Maxwell
Chairman of the Nomination Committee
20 April 2026
S&U Plc Annual Report and Accounts 202642
B3.2 Corporate Governance
CONTINUED
The directors present their Annual Report and the audited financial statements for the period ended 5 February 2026
and for the period up to the date of signing these accounts on 20 April 2026.
The names of all of the directors who served during the year and up to the date of signing the
accounts are shown in the directors’ biographies on page 22. All the current directors served for the
full period to 5 February 2026 with the exception of Karl Werner who was appointed to the Board on
9 February 2026 and Chris Freckelton who was appointed to the Board on 20 April 2026.
No political donations were made during the year (2025: £nil).
Dividends
Dividends of £12,748,000 (2025: £13,963,000) were paid during the year.
After the year end a second interim dividend for the financial year of £4,253,000 being 35.0p per
ordinary share (2025: 30.0p) was paid to shareholders on 6 March 2026.
The directors now recommend a final dividend, subject to shareholders approval of 45.0p per share
(2025: 40.0p). This, together with the interim dividends totalling 70.0p per share (2025: 60.0p)
already paid, makes a total dividend for the year of 115.0p per share (2025: 100.0p).
Substantial shareholdings
At 10 April 2026, the Company had been notified of the following interests of 3% or more in its
issued ordinary share capital (excluding those of the directors disclosed on page 34 of the Directors’
Remuneration Report above): -
Shareholder
No of
ordinary
shares
% of Ordinary
share capital
Jennifer Coombs 461,885 3.8%
Wiseheights Limited 2,420,000 19.9%
Capital structure
Details of the issued share capital, together with details of the movements in the Company’s issued
shared capital during the year are shown in note 23. The Company has one class of ordinary shares
which carry no right to fixed income. Each ordinary share carries the right to one vote at general
meetings of the Company. The cumulative preference shares carry 6% interest but do not carry
voting rights.
There are no specific restrictions on the size of a holding nor on the transfer of shares, which are
both governed by the general provisions of the Articles of Association and prevailing legislation. The
directors are not aware of any agreements between holders of the Company’s shares that may result
in restrictions on the transfer of securities or on voting rights.
Changes in accounting policies
There were no significant changes in accounting policies this year.
Auditor
Each of the persons who is a director at the date of approval of the annual report confirms that; so
far as each director is aware, there is no relevant audit information of which the Company’s auditor
is unaware; each director has taken all the steps that he ought to have taken as a director in order to
make himself aware of any relevant audit information and to establish that the Company’s auditor is
aware of that information. This confirmation is given and should be interpreted in accordance with
the provisions of section 418 of the Companies Act 2006.
Forvis Mazars LLP have expressed their willingness to continue in office as auditor and a resolution to
reappoint them will be proposed at the forthcoming Annual General Meeting.
Post balance sheet events
On 30 March 2026 the FCA published its final scheme rules regarding motor finance commissions.
This is an adjusting post balance sheet event and is disclosed in further detail in note 1.13, there are
no other post balance sheet events.
Directors
Under article 154 of the Company’s articles of association, the Company has qualifying third party
indemnity provisions for the benefit of its directors and those of subsidiary company directors
which remain in force at the date of this report. The two matters to report under the disclosure
requirements of the Large and Medium-sized Companies and Groups (Report and Accounts)
Regulations 2008, are that;
1. The Board may appoint a director during the year and until the dissolution of the next AGM as
long as the maximum number of 15 directors is not exceeded.
2. The Board have the power to issue and allot up to 10% of the ordinary share capital of the
company and to buy back up to 3,598,506 31.5% preference shares and up to 200,000 6%
preference shares of the company.
The matter required to report under listing rule 9.8.4R is as follows:
1. The Company has a long-term incentive scheme (LTIP 2021) with awards of shadow share
options which can only be cash settled. Details of awards under this scheme to directors are
shown in section B2.2.
The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 43
Strategic Report Corporate Governance
B4 Directors’ Report
Information presented in other sections
Certain information required to be included in the Director’s report can be found in other sections of
the Annual Report and Accounts as described below. All the information presented in these sections
is incorporated by reference into this Director’s report and is deemed to form part of this report.
• Information surrounding future developments is given in the Strategic Report and Chairman’s
Statement.
• Information surrounding engagement with customers, employees, business partners and others
is given in the Strategic Report and S172 Statement.
• Disclosures concerning greenhouse gas emissions are given in Section A4.4 in the Strategic Report.
• Information about the Group’s use of financial instruments is given in the note 25.
The Board confirms that the Annual Report and accounts, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Group’s
performance, business model and strategy.
Approved by the Board of Directors and signed on behalf of the Board
Manjeet Bhogal
Company Secretary
20 April 2026
S&U Plc Annual Report and Accounts 202644
B4 Directors’ Report
CONTINUED
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law
and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under
that law the directors are required to prepare the parent company (the “company”) and Group
financial statements in accordance with UK-adopted international accounting standards. Under
company law the directors must not approve the accounts unless they are satisfied that they give a
true and fair view of the state of affairs of the company and of the profit or loss of the company and
the Group for that period. In preparing these financial statements, the directors are required to:
• properly select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether applicable UK-adopted international accounting standards have been followed,
subject to any material departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show
and explain the company’s and group’s transactions and disclose with reasonable accuracy at any
time the financial position of the company and group and enable them to ensure that the financial
statements comply with the Companies Act 2006. They are also responsible for safeguarding the
assets of the company and group and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial
information included on the company’s website. Legislation in the United Kingdom governing
the preparation and dissemination of financial statements may differ from legislation in other
jurisdictions.
Responsibility statement
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with UK-adopted international accounting
standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of
the company and the undertakings included in the consolidation taken as a whole;
• the strategic report includes a fair review of the development and performance of the business
and the position of the company and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and uncertainties that they face; and
• the annual report and financial statements, taken as a whole, are fair, balanced and
understandable and provide the information necessary for shareholders to assess the company’s
performance, business model and strategy.
By order of the Board
Anthony Coombs
Chairman
20 April 2026
Chris Freckleton
Group Finance Director
20 April 2026
The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 45
Strategic Report Corporate Governance
B5 Directors’ Responsibilities Statement
Opinion
We have audited the financial statements of S&U plc (the ‘parent company’) and its subsidiaries (the
‘group’) for the period ended 5 February 2026 which comprise the group income statement and
statement of comprehensive income, the balance sheet, the statement of changes in equity, cash
flow statement and notes to the accounts, including material accounting policy information.
The financial reporting framework that has been applied in their preparation is applicable law
and UK-adopted international accounting standards and, as regards the parent company financial
statements, as applied in accordance with the provisions of the Companies Act 2006.
In our opinion, the financial statements:
• give a true and fair view of the state of the group’s and of the parent company’s affairs as at
5 February 2026 and of the group’s profit for the period then ended;
• have been properly prepared in accordance with UK-adopted international accounting standards
and, as regards the parent company financial statements, as applied in accordance with the
provisions of the Companies Act 2006; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the “Auditor’s
responsibilities for the audit of the financial statements” section of our report. We are independent
of the group and the parent company in accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied
to listed entities and public interest entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate.
Our audit procedures to evaluate the directors’ assessment of the group’s and the parent company's
ability to continue to adopt the going concern basis of accounting included but were not limited to:
• Undertaking an initial assessment at the planning stage of the audit to identify events or
conditions that may cast significant doubt on the group’s and the parent company’s ability to
continue as a going concern;
• Obtaining an understanding of the relevant controls relating to the directors’ going concern
assessment;
• Making enquiries of the directors to understand the period of assessment considered by them,
the assumptions they considered and the implication of those when assessing the group’s and
the parent company’s future financial performance;
• Challenging the appropriateness of the directors’ key assumptions in their cash flow forecasts.
This involved reviewing supporting and contradictory evidence in relation to these key
assumptions and assessing the viability of mitigating actions within the directors’ control;
• Assessing the historical accuracy of forecasts prepared by the directors;
• Reviewing regulatory correspondence, minutes of meetings of the Audit Committee and the
Board of Directors, and post balance sheet events to identify events of conditions that may
impact the group’s and the parent company’s ability to continue as a going concern;
• Considering the consistency of the directors’ forecasts with other areas of the financial
statements and our audit; and
• Evaluating the appropriateness of the directors’ disclosures in the financial statements on going
concern.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the group’s and
the parent company’s ability to continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
In relation to S&U plc’s reporting on how it has applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to the directors’ statement in the financial
statements about whether the director’s considered it appropriate to adopt the going concern basis
of accounting.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current period and include the most significant assessed
risks of material misstatement (whether or not due to fraud) we identified, including those which
had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and
directing the efforts of the engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
We summarise below the key audit matters in forming our opinion above, together with an overview
of the principal audit procedures performed to address that matter and our key observations arising
from those procedures.
This matter, together with our findings, was communicated to those charged with governance
through our Audit Completion Report.
S&U Plc Annual Report and Accounts 202646
C1 Independent Auditor’s Report to the Members of S&U Plc
Key Audit Matter How our scope addressed this matter
Measurement of loan impairments on loans and advances to
customers – 2026: £107.3m (31 January 2025: £118.2m).
Refer to note 1.5 for the accounting policy, note 1.13 for details of
the key sources of estimation uncertainty and note 17 for relevant
disclosures.
The estimation of expected credit losses (ECL) on loans and
advances to customers is complex and inherently judgemental.
The risk is concentrated on the following areas:
• Complexity of model estimations and subjectivity of
assumptions used in determining the probabilities of default
(PD) and the loss given default (LGD)
• Significant increase in credit risk (SICR) – the qualitative and
quantitative criteria are a key area of judgement within the
ECL calculation since these criteria determine whether a 12
month or a lifetime provision is recognised
• The economic scenarios used to measure the ECL. The current
economic environment characterised by high interest rate and
greater volatility in used vehicle prices results in significant
management judgement applied to determine the forward-
looking variables used and their associated probability
weighting.
The risks and balances mentioned above relate to Advantage
Finance Limited, a group subsidiary involved in vehicle financing.
Overall, the range of reasonable outcome could be material to the
financial statements as a whole.
Our audit procedures included, but were not limited to the following:
We performed end to end walkthroughs to identify the key systems, applications and controls used in the ECL processes and assessed
the design and implementation of the key controls related to these processes.
With the support of our in-house credit modelling Quantitative solutions specialists, we:
• Assessed the compliance of the company impairment methodologies with IFRS 9 requirements
• Assessed the appropriateness and reasonableness of the key assumptions applied by management including PD, LGD and SICR
criteria;
• Developed an independently built model to evaluate whether management’s ECL methodology complies with IFRS 9 and to assess
the reasonableness of the ECL model calibration, including management-determined probabilities of default (PDs); and
• Independently recalculated the ECL for all stage 3 loans including taking into consideration the completeness and accuracy of the
key inputs, assumptions and the incorporation of forward-looking information;
Other key aspects of our substantive testing procedures included:
• Involving our in-house economist expert to review the forward looking macro-economic variables, probability weightings and
scenarios used in the model;
• Performing testing over a sample of key inputs to the ECL such as arrears band and outstanding exposures;
• Assessing the integrity of data used in the calibration of the PD and LGD;
• Re-computing the provision for credit losses to ensure mathematical accuracy;
• Testing the appropriateness of the loan staging on a sample basis;
• Performing a stand back assessment of the resulting ECL estimates to assess their reasonableness; and
• Evaluating whether the disclosures appropriately reflect and address the uncertainty which exists when determining the expected
credit losses.
Our observations
Based on the audit procedures performed, we found the resulting estimate of the loan impairment provision as of 5 February 2026 and
the approach taken in respect of ECL are consistent with the requirements of IFRS 9 and that the judgements made were reasonable.
The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 47
Strategic Report Corporate Governance
Our application of materiality and
an overview of the scope of our audit
The scope of our audit was influenced by our application of materiality. We set certain quantitative
thresholds for materiality. These, together with qualitative considerations, helped us to determine
the scope of our audit and the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of misstatements, both
individually and on the financial statements as a whole. Based on our professional judgement, we
determined materiality for the financial statements as a whole as follows:
Group materiality
Overall materiality £1.6m (31 January 2025: £1.2m)
How we determined it 5% of profit before tax (PBT) (31 January 2025: 5% of PBT)
Rationale for
benchmark applied
We determined PBT to be the most appropriate benchmark to assess the
performance of this profit-focused group.
Performance
materiality
Performance materiality is set to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected
misstatements in the financial statements exceeds materiality for the
financial statements as a whole.
We set performance materiality at £1.04m (31 January 2025: £0.78m),
which represents 65% (31 January 2025: 65%) of overall materiality.
In determining the performance materiality, we considered a number of
factors, including the effectiveness of internal controls and the history of
misstatement, and concluded that an amount toward the upper end of
our normal range was appropriate.
Reporting threshold We agreed with the Audit Committee that we would report to
them misstatements identified during our audit above £48,000
(31 January 2025: £40,000) as well as misstatements below that amount
that, in our view, warranted reporting for qualitative reasons.
Parent company materiality
Overall materiality £0.7m (31 January 2025: £0.7m)
How we determined it 1% net assets (31 January 2025: 1% net assets)
Rationale for
benchmark applied
Net assets are used as the basis for materiality because the parent
company is primarily a holding company for the trading components of
the group, as such we consider net assets to reflect its holding activities.
Performance
materiality
Performance materiality is set to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected
misstatements in the financial statements exceeds materiality for the
financial statements as a whole.
We set performance materiality at £0.5m (31 January 2025: £0.5m),
which represents 65% (31 January 2025: 65%) of overall materiality.
In determining the performance materiality, we considered a number of
factors, including the effectiveness of internal controls and the history of
misstatement, and concluded that an amount toward the upper end of
our normal range was appropriate.
Reporting threshold We agreed with the Audit Committee that we would report to
them misstatements identified during our audit above £21,000
(31 January 2025: £21,000) as well as misstatements below that amount
that, in our view, warranted reporting for qualitative reasons.
As part of designing our audit, we assessed the risk of material misstatement in the financial
statements, whether due to fraud or error, and then designed and performed audit procedures
responsive to those risks. In particular, we looked at where the directors made subjective
judgements, such as assumptions on significant accounting estimates.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to give
an opinion on the financial statements as a whole. We used the outputs of our risk assessment,
our understanding of the group and the parent company, their environment, controls, and critical
business processes, to consider qualitative factors to ensure that we obtained sufficient coverage
across all financial statement line items.
Our group audit scope included an audit of the group and the parent company financial statements.
Based on our risk assessment, all components of the group, including the parent company, were subject
to full scope audit. This provided 100% coverage of group revenue, PBT, total assets and net assets.
All audit procedures across all entities were performed by the group engagement team. At the
parent company level, the group audit team also tested the consolidation process and carried out
analytical procedures to confirm our conclusion that there were no significant risks of material
misstatement of the aggregated financial information.
Other information
The other information comprises the information included in the Report and Financial Statements
other than the financial statements and our auditor’s report thereon. The directors are responsible
for the other information. Our opinion on the financial statements does not cover the other
S&U Plc Annual Report and Accounts 202648
C1 Independent Auditor’s Report to the Members of S&U Plc
CONTINUED
information and, except to the extent otherwise explicitly stated in our report, we do not express any
form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements, or our knowledge obtained in
the course of audit or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether this gives
rise to a material misstatement in the financial statements themselves. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed
by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements and those
reports have been prepared in accordance with applicable legal requirements;
• the information about internal control and risk management systems in relation to financial
reporting processes and about share capital structures, given in compliance with rules 7.2.5
and 7.2.6 in the Disclosure Guidance and Transparency Rules sourcebook made by the Financial
Conduct Authority (the FCA Rules), is consistent with the financial statements and has been
prepared in accordance with applicable legal requirements; and
• information about the parent company’s corporate governance code and practices and about its
administrative, management and supervisory bodies and their committees complies with rules
7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the group and the parent company and their
environment obtained in the course of the audit, we have not identified material misstatements in the:
• strategic report or the directors’ report; or
• information about internal control and risk management systems in relation to financial
reporting processes and about share capital structures, given in compliance with rules 7.2.5 and
7.2.6 of the FCA Rules.
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate
for our audit have not been received from branches not visited by us; or
• the parent company financial statements and the part of the directors’ remuneration report to
be audited are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit; or
• a corporate governance statement has not been prepared by the parent company.
Corporate governance statement
The Listing Rules require us to review the directors’ statement in relation to going concern, longer-
term viability and that part of the Corporate Governance Statement relating to S&U plc’s compliance
with the provisions of the UK Corporate Governance Statement specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the Corporate Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit:
• Directors’ statement with regards the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified, set out on page 11;
• Directors’ explanation as to its assessment of the entity’s prospects, the period this assessment
covers and why the period is appropriate, set out on page 11;
• Director’s statement on whether it has a reasonable expectation that the group will be able to
continue in operation and meets its liabilities, set out on page 11;
• Directors’ statement on fair, balanced and understandable, set out on page 44;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal
risks, set out on page 11;
• The section of the annual report that describes the review of effectiveness of risk management
and internal control systems, set out on pages 10; and;
• The section describing the work of the audit committee, set out on page 36.
Responsibilities of Directors
As explained more fully in the directors’ responsibilities statement set out on page 45, the directors
are responsible for the preparation of the financial statements and for being satisfied that they give a
true and fair view, and for such internal control as the directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the
parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the directors either intend to
liquidate the group or the parent company or to cease operations, or have no realistic alternative but
to do so.
The Accounts Other Information
Stock Code: SUS ― www.suplc.co.uk 49
Strategic Report Corporate Governance
Auditor’s responsibilities for the
audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is
detailed below.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in
respect of irregularities, including fraud.
Based on our understanding of the group and the parent company and their industry, we considered
that non-compliance with the following laws and regulations might have a material effect on the
financial statements: breaches of the regulatory requirements of the Financial Conduct Authority
(‘FCA’) and the Listing Rules.
To help us identify instances of non-compliance with these laws and regulations, and in identifying
and assessing the risks of material misstatement in respect to non-compliance, our procedures
included, but were not limited to:
• Gaining an understanding of the legal and regulatory framework applicable to the group and
the parent company, the industry in which they operate, and the structure of the group, and
considering the risk of acts by the group and the parent company which were contrary to the
applicable laws and regulations, including fraud;
• Inquiring of the directors, management and, where appropriate, those charged with governance,
as to whether the group and the parent company is in compliance with laws and regulations, and
discussing their policies and procedures regarding compliance with laws and regulations;
• Inspecting correspondence with relevant licensing or regulatory authorities including the FCA;
• Reviewing minutes of directors’ meetings in the year; and
• Discussing amongst the engagement team the laws and regulations listed above, and remaining
alert to any indications of non-compliance.
We also considered those laws and regulations that have a direct effect on the preparation of the
financial statements, such as tax legislation, pension legislation and the Companies Act 2006.
In addition, we evaluated the directors’ and management’s incentives and opportunities for
fraudulent manipulation of the financial statements, including the risk of management override
of controls, and determined that the principal risks related to posting manual journal entries to
manipulate financial performance, management bias through judgements and assumptions in
significant accounting estimates, in particular in relation to those areas as described in our key audit
matter, lease income recognised using the effective interest rate (‘EIR’) method, and significant one-
off or unusual transactions.
Our procedures in relation to fraud included but were not limited to:
• Making enquiries of the directors and management on whether they had knowledge of any
actual, suspected or alleged fraud;
• Gaining an understanding of the internal controls established to mitigate risks related to fraud;
• Discussing amongst the engagement team the risks of fraud; and
• Addressing the risks of fraud through management override of controls by performing journal
entry testing;
The primary responsibility for the prevention and detection of irregularities, including fraud, rests
with both those charged with governance and management. As with any audit, there remained a
risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions,
misrepresentations or the override of internal controls.
The risks of material misstatement that had the greatest effect on our audit are discussed in the “Key
audit matters” section of this report.
A further description of our responsibilities is available on the Financial Reporting Council’s website
at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters which we are required to address
Following the recommendation of the audit committee, we were appointed by the Audit Committee
on 4 August 2021 to audit the financial statements for the year ending 31 January 2022 and
subsequent financial periods. The period of total uninterrupted engagement is five years, covering
the years ended 31 January 2022 to 5 February 2026.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group
or the parent company and we remain independent of the group and the parent company in
conducting our audit.
Our audit opinion is consistent with our additional report to the audit committee.
Use of the audit report
This report is made solely to the company’s members as a body in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
company’s members those matters we are required to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company’s members as a body for our audit work, for this
report, or for the opinions we have formed.
Pauline Pélissier (Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor
30 Old Bailey, London, EC4M 7AU
20 April 2026
S&U Plc Annual Report and Accounts 202650
C1 Independent Auditor’s Report to the Members of S&U Plc
CONTINUED
IN THIS SECTION
D1 The Accounts 52
D1.1 Group Income Statement
and Statement of
Comprehensive Income
52
D1.2 Balance Sheet 53
D1.3 Statement of Changes in Equity 54
D1.4 Cash Flow Statement 55
D2 Notes to the Accounts 56
OTHER INFORMATION
Financial Calendar 74
Officers and Professional Advisers 75
The
Accounts
Other Information
Stock Code: SUS ― www.suplc.co.uk 51
Strategic Report Corporate Governance The Accounts
From continuing operations Note
5.2.26
£000
31.1.25
£000
Revenue 3 107,431 115,611
Cost of sales 4 (23,552) (16,384)
Impairment charge 5 (13,032) (35,571)
Gross profit 70,847 63,656
Administrative expenses 6 (24,683) (18,826)
Operating profit 8 46,164 44,830
Finance costs 9 (14,348) (18,118)
Profit before taxation before exceptional items 31,816 26,712
Exceptional item 11 – (2,736)
Profit before taxation 31,816 23,976
Taxation 12 (8,103) (6,063)
Profit for the year attributable to equity holders 23,713 17,913
Earnings per share
Basic 14 195.2p 147.4p
Diluted 14 195.2p 147.4p
Statement of Comprehensive Income
Note
Group
5.2.26
£000
Group
31.1.25
£000
Company
5.2.26
£000
Company
31.1.25
£000
Profit for the year attributable to equity holders 23,713 17,913 13,061 17,028
Actuarial loss on defined benefit pension scheme 30 (43) (33) (43) (33)
Total Comprehensive Income for the year 23,670 17,880 13,018 16,995
Items above will not be reclassified subsequently to the Income Statement.
S&U Plc Annual Report and Accounts 202652
D1 The Accounts
D1.1 Group Income Statement
For the period ended 5 February 2026
Note
Group
5.2.26
£000
Group
31.1.25
£000
Company
5.2.26
£000
Company
31.1.25
£000
ASSETS
Non-current assets
Property, plant and equipment 15 2,885 2,527 234 287
Investments 16 – – 1 1
Amounts receivable from customers 17 271,586 203,516 – –
Other receivables and prepayments 18 – – 241,500 197,500
Deferred tax assets 22 25 40 – 15
274,496 206,083 241,735 197,803
Current assets
Amounts receivable from customers 17 225,196 232,330 – –
Other receivables and prepayments 18 1,525 1,427 76,280 72,870
Cash and cash equivalents – 5,216 – 2,691
Current tax assets – – 40 –
226,721 238,973 76,320 75,561
Total assets 501,217 445,056 318,055 273,364
LIABILITIES
Current liabilities
Bank overdrafts and loans 19 (296) – (387) –
Trade and other payables 20 (4,832) (3,295) (688) (674)
Current tax liabilities (483) (1,695) – (127)
Lease liabilities (90) (109) (81) (76)
Provisions for liabilities and charges 21 (2,602) (2,272) – –
Accruals (1,871) (1,473) (574) (352)
(10,174) (8,844) (1,730) (1,229)
Non-current liabilities
Borrowings 19 (241,500) (197,500) (241,500) (197,500)
Lease liabilities (92) (183) (64) (144)
Financial liabilities 24 (450) (450) (450) (450)
(242,042) (198,133) (242,014) (198,094)
Total liabilities (252,216) (206,977) (243,744) (199,323)
NET ASSETS 249,001 238,079 74,311 74,041
Equity
Called up share capital 23 1,719 1,719 1,719 1,719
Share premium account 2,301 2,301 2,301 2,301
Profit and loss account 244,981 234,059 70,291 70,021
Total equity 249,001 238,079 74,311 74,041
The parent company’s profit for the financial year after taxation amounted to £13,061,000 (31.1.25: £17,028,000).
These financial statements were approved by the Board of Directors on 20 April 2026.
Signed on behalf of the Board of Directors
AMV Coombs
Chairman
Chris Freckleton
Group Finance Director
Other Information
Stock Code: SUS ― www.suplc.co.uk 53
Strategic Report Corporate Governance The Accounts
D1.2 Balance Sheet
As at 5 February 2026 Company registration No: 0342025
Group Note
Called up
share capital
£000
Share
premium
account
£000
Profit and
loss account
£000
Total equity
£000
At 1 February 2024 1,719 2,301 230,142 234,162
Profit for year – – 17,913 17,913
Other comprehensive income for year – – (33) (33)
Total comprehensive income for year – – 17,880 17,880
Dividends 13 – – (13,963) (13,963)
At 31 January 2025 1,719 2,301 234,059 238,079
Profit for year – – 23,713 23,713
Other comprehensive income for year – – (43) (43)
Total comprehensive income for year – – 23,670 23,670
Dividends 13 – – (12,748) (12,748)
At 5 February 2026 1,719 2,301 244,981 249,001
Company Note
Called up
share capital
£000
Share
premium
account
£000
Profit and
loss account
£000
Total equity
£000
At 1 February 2024 1,719 2,301 66,989 71,009
Profit for year 10 – – 17,028 17,028
Other comprehensive income for year – – (33) (33)
Total comprehensive income for year – – 16,995 16,995
Dividends 13 – – (13,963) (13,963)
At 31 January 2025 1,719 2,301 70,021 74,041
Profit for year 10 – – 13,061 13,061
Other comprehensive income for year – – (43) (43)
Total comprehensive income for year – – 13,018 13,018
Dividends 13 – – (12,748) (12,748)
At 5 February 2026 1,719 2,301 70,291 74,311
S&U Plc Annual Report and Accounts 202654
D1.3 Statement of Changes in Equity
For the period ended 5 February 2026
Note
Group
5.2.26
£000
Group
31.1.25
£000
Company
5.2.26
£000
Company
31.1.25
£000
Net cash (used in)/generated by operating activities 26 (21,502) 64,991 (34,059) 42,784
Cash flows used in investing activities
Proceeds on disposal of property, plant and equipment 44 41 3 –
Purchases of property, plant and equipment 15 (883) (726) (47) (2)
Net cash used in investing activities (839) (685) (44) (2)
Cash flows generated by/(used in) financing activities
Dividends paid 13 (12,748) (13,963) (12,748) (13,963)
Finance cost paid (14,311) (18,118) (151) (141)
Receipt of new borrowings 105,500 70,000 105,500 70,000
Repayment of borrowings (61,500) (96,000) (61,500) (96,000)
Decease in lease liabilities (112) (129) (76) (72)
Net increase/(repayment) in overdraft 296 (881) 387 –
Net cash generated by/(used in) financing activities 17,125 (59,091) 31,412 (40,176)
Net (decrease)/increase in cash and cash equivalents (5,216) 5,215 (2,691) 2,606
Cash and cash equivalents at the beginning of year 5,216 1 2,691 85
Cash and cash equivalents at the end of year – 5,216 – 2,691
Cash and cash equivalents comprise
Cash and cash in bank – 5,216 – 2,691
There are no cash and cash equivalent balances which are not available for use by either the Group or the Company (31.1.25: £nil).
Other Information
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Strategic Report Corporate Governance The Accounts
D1.4 Cash Flow Statement
For the period ended 5 February 2026
1. Accounting policies
1.1 General Information
S&U plc is a Company incorporated in England and Wales under the Companies Act and is a public
company limited by shares. The address of the registered office is given on page 75 which is also the
Group’s principal business address. All operations are situated in the United Kingdom. S&U plc is
the parent and the ultimate parent company of the group. S&U plc is a listed holding company and
within the group the main operations are motor finance and property bridging finance.
1.2 Basis of preparation and consolidation
As a listed Group we are required to prepare our consolidated financial statements in accordance
with international accounting standards in conformity with the requirements of the Companies
Act 2006 and UK-adopted international accounting standards. We have also prepared our S&U plc
Company financial statements in conformity with the requirements of the Companies Act 2006 and
UK-adopted international accounting standards. Under S404 of the Companies Act 2006, the parent
company S&U plc has taken exemption from reporting its own income statement. These financial
statements have been prepared under the historical cost convention.
The same accounting policies, presentation and methods of computation are followed in the
financial statements as applied in the prior year, except for a change in reporting date and the
movement in borrowings in the cashflow statement.
Historically the Group’s subsidiary Advantage Finance has prepared accounts up to the 5th to
consider the successful recovery of missed payments from customers at month-end, afforded to
it under Section 390(3) of the Companies Act. Previously the Company and its subsidiary Aspen
Bridging reported to the 31st and no adjustments were made to align these dates across the
Group. For the current period the reporting date has been changed to the 5th February to capture
all transactions up until this date across the Group, no change has been made to the accounting
reference date. The prior period comparatives for the twelve-month period ended 31 January 2025
have not been adjusted because the amounts presented remain comparable.
In regards to the cashflow statement, following a reassessment of IAS 7 the movements are now
shown on a gross rather than net basis, where the receipts and repayments are shown as two
separate line items rather than combined. Additionally for the company-only cashflow statement
finance income received is now included within operating activities rather than financing activities.
Comparative figures for the prior periods have been represented to reflect these changes and they
have no impact on cash and cash equivalents or the Group’s financial position.
The consolidated financial statements incorporate the financial statements of the Company and all
its subsidiaries for the period ended 5 February 2026.
As discussed in sections A3 and A2.4 of the strategic report and having considered the Group’s
forecasts, capital and liquidity, the current economic climate and operational challenges the directors
have a reasonable expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in
preparing the annual report and accounts of at least 12 months from the date of the approval of the
financial statements, in line with the Group’s financial projections as approved in April 2026.
There are no new standards which have been adopted by the group this year which have a material
impact on the financial statements of the Group.
All companies within the Group are 100% owned and consolidated and the assets, liabilities, costs
and revenues are fully consolidated. All intercompany balances and transactions are eliminated on
consolidation.
At the date of authorisation of these financial statements the directors anticipate that the adoption
in future periods of any other Standards and interpretations which are in issue but not yet effective,
will have no material impact on the financial statements of the Group.
IFRS18 Presentation and Disclosure in Financial Statements will first mandatorily apply to S&U for
the year ended 5 February 2028 – at point of implementation there should be no material impact
on S&U as the changed reporting requirements under IFRS18 are presentational, although the full
impact of this upcoming standard is still being assessed ahead of the effective date.
1.3 Financial assets and financial liabilities accounting policy
When initially recognising a financial asset, it is classified into one of the following three categories
based on the group’s business model for managing that asset and the asset’s contractual cash flow
characteristics:
i. Amortised cost – a financial asset is measured at amortised cost if both of the following
conditions are met:
a. The asset is held within a business model whose objective is to hold assets in order to collect
contractual cash flows; and
b. The contractual terms of the financial asset give rise on specified dates to cash flows that are
payments of principal and interest on the principal amount outstanding.
ii. Fair value through other comprehensive income – financial assets are classified and measured
at fair value through other comprehensive income if they are held in a business model whose
objective is achieved by both collecting contractual cash flows and selling financial assets.
c. Fair value through profit or loss – any financial assets that are not held in one of the two business
models mentioned are measured at fair value through profit or loss.
The group has classified its financial assets and its financial liabilities as measured at amortised cost.
1.4 Revenue recognition
For motor finance, interest income is recognised in the income statement for all loans and
receivables measured at amortised cost using the constant periodic rate of return on the net
investment in the loans, which is akin to an effective interest rate (EIR) method. The EIR is the rate
that exactly discounts estimated future cash flows of the loan back to the present value of the
advance and hire purchase interest income is then recognised using the EIR. Acceptance fees charged
to customers and any direct transaction costs are included in the calculation of the EIR. Option fees
for arranging the transfer of ownership of the vehicle to customers at the end of the agreement
are recognised and credited to the income statement when the service has been provided. For hire
purchase agreements in Advantage Finance which are classified as credit impaired (i.e. stage 3 assets
under IFRS 9), the group recognises revenue ‘net’ of the impairment provision to align the accounting
treatment under IFRS 16 with the requirements of IFRS 9 and also with the treatment adopted for
S&U Plc Annual Report and Accounts 202656
D2 Notes to the Accounts
Period ended 5 February 2026
similar assets in Aspen. Revenue starts to be recognised from the date of completion of the loan –
after completion hire purchase customers have a 14-day cooling off period during which they can
cancel their loan.
For property bridging finance, interest income is recognised in the income statement for all loans
and receivables measured at amortised cost using the effective interest rate method (EIR) as per the
requirements in IFRS 9. The EIR is the rate that exactly discounts estimated future cash flows of the
loan back to the present value of the advance. Acceptance fees charged to customers and any direct
transaction costs are included in the calculation of the EIR. Commission received from third party
insurers for brokering the sale of title insurance products, for which the Company does not bear any
underlying insurance risk, are recognised and credited to the income statement when the brokerage
service has been provided. For loans which are classified as credit impaired (i.e. stage 3 assets under
IFRS 9), Aspen recognises revenue ‘net’ of the impairment provision as required by IFRS 9.
1.5 Impairment and measurement of amounts receivable
from customers
All customer receivables are initially recognised as the amount loaned to the customer plus direct
transaction costs. After initial recognition the amounts receivable from customers are subsequently
measured at amortised cost.
Amortised cost includes a deduction for loan loss impairment provisions for expected credit losses
(“ECL”) assessed by the directors in accordance with the requirements of IFRS9.
There are 3 classification stages under IFRS9 for the impairment of amounts receivable from
customers:
Stage 1: Not credit impaired and no significant increase in credit risk since initial recognition
Stage 2: Not credit impaired and a significant increase in credit risk since initial recognition
Stage 3: Credit impaired
The directors assess whether there is objective evidence that a loan asset or group of loan assets
is credit impaired and should be classified as stage 3. A loan asset or a group of loan assets is credit
impaired only if there is objective evidence of credit impairment as a result of one or more events
that occurred after the initial recognition of the loan. Objective evidence may include evidence that
a borrower or group of borrowers is experiencing financial difficulty or delinquency in repayments.
Impairment is then calculated by estimating the future cash flows for such impaired loans,
discounting the flows to a present value using the original EIR and comparing this figure with the
balance sheet carrying value. All such impairments are charged to the income statement. Under IFRS
9 for all stage 1 accounts which are not credit impaired, a further collective provision for expected
credit losses in the next 12 months is calculated and charged to the income statement.
Key assumptions in ascertaining whether a loan asset or group of loan assets is credit impaired include
information regarding the probability of any account going into default (PD) and information regarding
the likely eventual loss including recoveries (LGD). These assumptions and assumptions for estimating
future cash flows are based upon observed historical data and updated to reflect current and future
conditions. As required under IFRS9, all assumptions are reviewed regularly to take account of
differences between previously estimated cash flows on impaired debt and the eventual losses.
For all loans in stages 2 and 3 a provision equal to the lifetime expected credit loss is taken. In
addition, in accordance with the provisions of IFRS9 a collective provision for 12 months expected
credit losses (“ECL”) is recognised for the remainder of the loan book which is Stage 1. 12-month ECL
is the portion of lifetime ECL that results from default events on a financial asset that are possible
within 12 months after the reporting date.
In our Motor Finance business, all loans 1 month or more in contractual arrears are deemed credit
impaired and are therefore included in IFRS9 stage 3. This results in more of our net receivables being
in stage 3 and the associated stage 3 loan loss provisions being higher than if we adopted a more
prime customer receivables approach of 3 months or more in arrears. Our approach of 1 month or
more in contractual arrears is based on our historical observation of subsequent loan performance
after our customers fall 1 month or more in contractual arrears within our non-prime motor finance
customer receivables book. The expected credit loss (“ECL”) is the probability weighted estimate of
credit losses.
A PD/LGD model was developed by our Motor Finance business, Advantage Finance, to calculate
the expected loss impairment provisions in accordance with IFRS9. Stage 1 expected losses are
recognised on inception/initial recognition of a loan based on the probability of a customer
defaulting in the next 12 months. This is determined with reference to historical data updated for
current and future conditions. If a motor finance loan falls one month or more in contractual arrears,
then this is deemed credit impaired and included in IFRS9 Stage 3. There are some motor finance
loans which are up to date with payments but the customer is in some form of forbearance and we
deem this to be a significant increase in credit risk and so these loans are included in Stage 2.
As required under IFRS9 the expected impact of movements in the macroeconomy is also reflected
in the expected loss model calculations. For motor finance, assessments are made to identify
the correlation of the level of impairment provision with forward looking external data regarding
forecast future levels of employment, inflation, interest rates and used car values which may affect
the customers’ future propensity to repay their loan. The macroeconomic overlay assessments
for 5 February 2026 reflect that further to considering such external macroeconomic forecast
data, management have judged that, whilst less than at 31 January 2025, there is currently still
a heightened risk of an adverse economic environment for our customers. To factor in such
uncertainties, management has included an overlay for certain groups of assets to reflect this
macroeconomic outlook, based on estimated unemployment levels in future periods. As at
5 February 2026 we have not included inflation levels in our overlay as inflation has now stabilised
and has not demonstrated a strong correlation with our recent loan book performance. As at
5 February 2026, we have not included an overlay for used vehicle prices as we assume that used
vehicle prices will now remain stable – this is the same assumption as at 31 January 2025. Further
sensitivity over this estimation uncertainty is provided in note 1.13.
Other than the changes to the approach mentioned above, there were no significant changes to
estimation techniques applied to the calculations used at 5 February 2026.
Other Information
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Strategic Report Corporate Governance The Accounts
PD/LGD calculations for expected loss impairment provisions were also developed for our Property
Bridging business Aspen Bridging in accordance with IFRS9. Stage 1 expected losses are recognised
on inception/initial recognition of a loan based on the probability of a customer becoming impaired
in the next 12 months. The Bridging product has a single repayment scheduled for the end of the
loan term and if a bridging loan is not granted an extension and is still outstanding beyond the end of
the loan term then this is deemed credit impaired and included in IFRS9 Stage 3. The Buy-to-Let and
second phase of the Bridge-to-Let product is serviced by customers monthly, and these accounts are
deemed credit impaired and included in IFRS9 Stage 3 at 90 days past due. Due mainly to the high
values of property security attached to bridging loans, the bridging sector typically has lower credit
risk and lower impairment than other credit sectors.
Assets in both our secured loan businesses are written off once the asset has been repossessed and
sold and there is no prospect of further legal or other debt recovery action. Where enforcement
action is still taking place, loans are not written off. In motor finance where the asset is no longer
present then another indicator used to determine whether the loan should be written off is the lack
of any receipt for 12 months from that customer.
1.6 Impairment of amounts owed by subsidiary companies
to the parent company
These are initially recognised as the amount loaned to the subsidiary company. After initial
recognition amounts owed by subsidiary companies to the parent company are subsequently
measured at amortised cost. Amortised costs include any deduction for loan loss impairment
provisions for expected credit losses in accordance with the requirements of IFRS9
1.7 Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation. Certain freehold
property is held at previous revalued amounts less accumulated depreciation as the Group has
elected to use these amounts as the deemed cost as at the date of transition to IFRS under the
transitional arrangements of IFRS 1.
Depreciation is provided on the cost or valuation of property, plant and equipment in order to write
such cost or valuation over the expected useful lives as follows;
Freehold Buildings 2% per annum straight line
Fixtures and Fittings - Computers 20% per annum straight line
Fixtures and Fittings - Other 10% per annum straight line or 20% per annum reducing balance
Motor Vehicles 25% per annum reducing balance
Right to Use Assets Straight line over the normal term of the lease
Freehold Land is not depreciated.
1.8 Taxation
Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws
that have been enacted or substantively enacted at the balance sheet date.
Deferred tax is provided in full, using the liability method, on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred
tax is determined using tax rates and laws that have been enacted or substantively enacted by the
balance sheet date and are expected to apply when the related deferred tax asset is realised or the
deferred tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be
available against which the temporary differences can be utilised.
1.9 Preference shares
The issued 31.5% preference share capital is carried in the balance sheet at amortised cost and
shown as a financial liability. The issued 6% preference share capital is valued at par and shown as
called up share capital.
1.10 Pensions
The Group contributes as required to a defined benefit pension scheme. The defined benefit pension
asset at the balance sheet date is calculated as the fair value of the plan assets less the present value
of the defined benefit obligation. The scheme is currently in surplus but as the group has no ability to
access this asset the surplus is capped at £nil. Actuarial gains and losses are recognised immediately
in the financial statements.
The Group also operates several defined contribution pension schemes and the pension charge
represents the amount payable by the Company for the financial year.
1.11 Investments
Investments in subsidiaries held as non-current assets are stated at cost less provision for any
impairment.
1.12 Exceptional Items
Exceptional items are items unrelated to the core activities of the Group that are material to the
Group’s performance and are presented separately in the financial statements to enhance user
understanding of these items and the underlying performance of the Group.
1.13 Critical accounting judgements and key sources of
estimation uncertainty
In preparing these financial statements, the Company has made judgements, estimates and
assumptions which affect the reported amounts within the current and next financial year. Actual
results may differ from these estimates.
Estimates and judgements are regularly reviewed based on past experience, expectations of future
events and other factors.
Critical accounting judgements
The following are the critical accounting judgements, apart from those involving estimations (which
are dealt with separately below), that the Directors have made in the process of applying the
Company’s accounting policies and that have the most significant effect on the amounts recognised
in the financial statements.
1. Accounting policies continued
S&U Plc Annual Report and Accounts 202658
D2 Notes to the Accounts
Period ended 5 February 2026 continued
Significant increase in credit risk for classification in Stage 2
The Company’s transfer criteria determine what constitutes a significant increase in credit risk, which
results in a customer being moved from Stage 1 to Stage 2. Stage 2 currently includes customers who
have a good payment record but have been identified as vulnerable by trained staff. Vulnerability can
be driven by factors including health, life events, resilience or capability. All customer facing staff are
trained to help recognise characteristics of vulnerability.
Key sources of estimation uncertainty
The directors consider that the sources of estimation uncertainty which have the most significant
effect on the amounts recognised in the financial statements are those inherent in the consumer
credit markets in which we operate relating to impairment as outlined in 1.5 above. In particular,
the Group’s impairment provision is dependent on estimation uncertainty in forward-looking
assumptions on areas such as employment rates, inflation rates and used car and property prices.
The Group implemented IFRS 9 from 1 February 2018 by developing models to calculate expected
credit losses in a range of economic scenarios. These models involve setting modelling assumptions,
weighting of economic scenarios, the criteria of determining significant deterioration in credit quality
and the application of adjustments to model outputs. We have outlined assumptions in our expected
credit loss model in the current year. Reasonable movement in these assumptions might have a
material impact on the impairment provision value.
Macroeconomic overlay for our motor finance business
For this overlay, the Group considers four probability-weighted scenarios in relation to
unemployment rate: base, upside, downside and severe scenarios as follows:
Upside Severe Base(5% decrease)Downside(5% increase)Weighting50%15%25%10% WeightedQ1 2026 5.20% 3.64% 6.76% 7.80% 5.62%Q1 2027 5.30% 3.71% 6.89% 7.95% 5.72%Q1 2028 5.10% 3.57% 6.63% 7.65% 5.51%Q1 2029 4.90% 3.43% 6.37% 7.35% 5.29%
An increase by 0.5% in the weighted average unemployment rate would result in an increase in loan
loss provisions by £927,613. A decrease by 0.5% would result in a decrease in loan loss provisions by
£927,613.
Used vehicle price sensitivity for our motor finance business
At the period ended 5 February 2026 and at the year ended 31 January 2025, we have assumed
that used vehicle prices will remain stable after a period when used vehicle prices increased
during years ended 31 January 2022 and 31 January 2023 and then decreased during year ended
31 January 2024. This assumption as at 5 February 2026 has been made after considering market
trends and expectations but is uncertain. If used car prices were assumed to fall by 5% instead, then
this would result in an increase in loan loss provisions of £1,456,083. If used vehicle prices were
assumed to increase by 5% instead, then this would result in a decrease in loan loss provisions of
£1,456,083.
Other accounting judgements
Expected loss sensitivity for our property bridging business
The PD/LGD expected loss impairment provision model calculations developed for our Aspen
bridging business have been based on extrapolating an inherently low volume sample of historic
defaults and losses to reflect the current receivables and current market conditions. If the probability
of default were assessed to be 10% higher than these calculations, then this would result in an
increase in loan loss provisions of £81,521. If the probability of default were assessed to be 10%
lower than these calculations, then this would result in a decrease in loan loss provisions of £81,521.
FCA consultation on motor finance commission
The FCA has consulted on an industry-wide scheme to compensate motor finance customers who
were treated unfairly, this covers motor finance agreements taken out between 6 April 2007 and
1 November 2024 where commission was payable by the lender to the broker. The FCA published its
final rules on 30 March 2026 and has stated unfairness is where there is discretionary commission,
high commission (where the commission is equal to or greater than 39% of the total cost of credit
and 10% of the loan) or there was a tied arrangement with the broker. As previously stated our own
subsidiary company Advantage Finance which offers motor finance, has never entered into any
discretionary commission arrangements and has never operated ‘first right of refusal’ arrangements
with brokers. Therefore, we are only captured by high commission cases. For such cases the FCA
expects consumers to be compensated the average of what the FCA estimates the consumer has
overpaid, or lost, and the commission paid, plus interest.
Significant challenge has been provided during the consultation phase and further judicial review
cannot be ruled out; therefore, several scenarios have been included in the provision calculation
and these have been probability weighted to determine an appropriate provision to be recognised.
The estimated provision represents management’s best estimate of the potential redress based on
current information available and using a range of potential scenarios. The provision assessment
also excludes any potential costs in relation to FOS referrals. At this stage it is not possible to reliably
determine the number of customers that would go to FOS or the approach FOS will take in applying
their fees.
1.14 Alternative Performance Measurements
i. Return on average capital employed before cost of funds (ROCE) is calculated as the Operating
Profit divided by the average monthly capital employed (unaudited) being total equity plus
Bank Overdrafts plus Borrowings less cash and cash equivalents. For 25/26 Advantage ROCE
is calculated as £31,847/£286,500 = 11.1%. For 24/25 Advantage ROCE is calculated as
£28,442/£317,937 = 9.0%. For 25/26 Aspen ROCE is calculated as £17,711/£158,196 = 11.2%. For
24/25 Aspen ROCE is calculated as £16,477/£143,406 = 11.5%.
ii. Group gearing is calculated as the sum of Bank Loans and Overdrafts less cash and cash
equivalents divided by total equity. At 5 February 2026 group gearing is therefore calculated as
£241,500+296 = £241,796/£249,001 = 97.1%. At 31 January 2025 group gearing is calculated as
£197,500-£5,216 = £192,284/£238,079 = 80.8%.
Other Information
Stock Code: SUS ― www.suplc.co.uk 59
Strategic Report Corporate Governance The Accounts
2. Segmental analysis
Analyses by class of business of revenue and profit before taxation from continuing operations are
stated below:
Revenue Profit before taxationPeriod Year Period Year ended endedended ended5.2.2631.1.25 5.2.2631.1.25 Operating segments£000£000£000£000Motor finance 83,049 91,823 23,391 16,542Property bridging finance 24,382 23,788 8,826 7,207Central costs net of central finance income – – (401) 227Total per Group Income Statement 107,431 115,611 31,816 23,976
Analyses by class of business of assets and liabilities are stated below:
Assets LiabilitiesPeriod Year Period Year ended endedended ended5.2.2631.1.25 5.2.2631.1.25 Operating segments£000£000£000£000Motor finance 320,779 286,813 (163,372) (135,862)Property bridging finance 180,053 155,085 (162,985) (142,215)Central 385 3,158 74,141 71,100Total per Group Balance Sheet 501,217 445,056 (252,216) (206,977)
Depreciation of assets for motor finance was £368,000 (31.1.25: £375,000), for property bridging
finance was £16,000 (31.1.25: £16,000) and for central was £97,000 (31.1.25: £91,000). Fixed asset
additions for motor finance were £821,000 (31.1.25: £705,000), for property bridging finance were
£15,000 (31.1.25: £19,000) and for central were £47,000 (31.1.25: £2,000).
The net finance credit for central costs was £2,993,000 (31.1.25: £2,992,000), for motor finance
was a cost of £8,456,000 (31.1.25: £11,901,000) and for property bridging finance was a cost of
£8,885,000 (31.1.25: £9,209,000). The tax credit for central costs was £61,000 (31.1.25: £99,000
charge), for motor finance was a tax charge of £5,934,000 (31.1.25: £4,150,000) and for property
bridging finance was a tax charge of £2,229,000 (31.1.25: £1,814,000).
The significant products in motor finance are car and other vehicle loans secured under hire
purchase agreements.
The significant products in property bridging finance are bridging loans secured on property.
The assets and liabilities of the Parent Company are classified as Central.
No geographical analysis is presented because all operations are situated in the United Kingdom.
3. Revenue
Period Year ended ended5.2.2631.1.25 £000£000Interest revenue and other income calculated using the effective interest method 104,384 112,673Other fee income 3,047 2,938Total revenue 107,431 115,611
4. Cost of sales
Period Year ended ended5.2.2631.1.25 £000£000Cost of sales – motor finance 20,795 14,063Cost of sales – property bridging finance 2,757 2,321Total Cost of sales 23,552 16,384
5. Impairment charge
Period Year ended ended5.2.2631.1.25 £000£000Loan loss provisioning chargeLoan loss provisioning charge – motor finance 12,755 33,191Loan loss provisioning charge – property bridging finance 277 2,380Total impairment charge 13,032 35,571
6. Administrative expenses
Period Year ended ended5.2.2631.1.25 £000£000Administrative expenses – motor finance 17,653 13,391Administrative expenses – property bridging 3,636 2,670Administrative expenses – central 3,394 2,765Total Administrative Expenses 24,683 18,826
S&U Plc Annual Report and Accounts 202660
D2 Notes to the Accounts
Period ended 5 February 2026 continued
7. Information regarding employees
Group Group Company Company period year periodyear ended ended ended ended5.2.2631.1.25 5.2.2631.1.25 £000£000£000£000The monthly average number of persons employed by the Group was:Motor finance 215 212 – –Property bridging finance 31 25 – –Central 12 11 12 11Total Group average number of employees 258 248 12 11
The monthly average employed by the company was 12 (31.1.25:11).
Staff costs (including directors):
Group Group Company Company period year period year ended endedended ended5.2.2631.1.25 5.2.2631.1.25 £000£000£000£000Wages and salaries 13,533 11,348 1,661 1,377Social security costs 1,727 1,254 249 238Pension costs for defined contribution scheme 646 614 43 42Total Staff Costs 15,906 13,216 1,953 1,657
Directors’ remuneration and details of the highest paid director are disclosed in the audited section
of the Directors’ Remuneration Report. No director or current employee is a member of the small
historical defined benefit pension plan the details of which are contained in note 30 of these notes to
the accounts.
8. Operating profit
Period Year ended ended5.2.2631.1.25 £000£000Operating profit from continuing operations is after charging/(crediting):Depreciation and amortisation:Owned and Right to Use assets 481 482Profit on sale of fixed assets – (14)Staff costs 15,906 13,216
The analysis of auditor’s remuneration is as follows:
Period Year ended ended5.2.2631.1.25 £000£000Fees payable to the Group’s auditor for the audit of the Company’s annual accounts 60 50Fees payable to the Group’s auditor for other services to the GroupThe audit of the Company’s subsidiaries 230 170Total audit fees 290 220Audit related assurance services 45 30Other services 15 15Total non-audit fees 60 45Total 350 265
9. Finance costs
Period Year ended ended5.2.2631.1.25 £000£00031.5% cumulative preference dividend 141 141Lease Liabilities 15 20Bank loan and overdraft interest payable 14,192 17,957Total Finance Costs 14,348 18,118
10. Profit of parent company
As permitted by Section 408 of the Companies Act 2006, the profit and loss account of the Parent
Company is not presented as part of these accounts. The Parent Company’s profit for the financial
year after taxation amounted to £13,061,000 (31.1.25: £17,028,000).
11. Exceptional item
Motor Finance Forbearance Outcomes Review
Our motor finance subsidiary Advantage was included in the FCA’s multi-firm Cost of Living
Forbearance Outcomes review in 2023 and as a result the FCA concluded that enhancements were
required to Advantage’s approach to arrears management and the application of forbearance.
We provided for anticipated total associated exceptional potential customer remediation costs
and external support costs totalling £2.736m as an exceptional item during the year ended
31 January 2025.
Other Information
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Strategic Report Corporate Governance The Accounts
- Tax on profit before taxation
Period Year ended ended5.2.2631.1.25 Continuing operations£000£000Corporation tax at 25.0% (31.1.25: 25.0%) based on profit for the year 8,041 5,968Adjustment in respect of prior years 47 (20)8,088 5,948Deferred tax (temporary differences - origination and (reversal) 15 1158,103 6,063
The actual tax charge for the current and the previous year from continuing operations varies to the
standard rate for the reasons set out in the following reconciliation.
Period Year ended ended5.2.2631.1.25 £000£000Profit on ordinary activities before tax from continuing operations 31,816 23,976Tax on profit on ordinary activities at standard rate of 25.0% (31.1.25: 25.0%) 7,954 5,994Factors affecting charge for the period:Expenses not deductible for tax purposes 60 54Effects of other tax rates and permanent differences 42 35Prior period adjustments 47 (20)Total actual amount of tax 8,103 6,063
- Dividends
Period Year ended ended5.2.2631.1.25 £000£0002nd Interim dividend paid for the year ended 31/1/2025 – 30.0p per Ordinary share (35.0p) 3,645 4,253Final dividend paid for the year ended 31/1/2025 – 40.0p per Ordinary share (50.0p) 4,860 6,0751st Interim dividend paid for the period ended 5/2/2026 – 35.0p per Ordinary share (30.0p) 4,253 3,645Total ordinary dividends paid 12,758 13,9736% cumulative preference dividend paid March and September 12 12Credit for unpresented dividend payments over 12 years old (22) (22)Total dividends paid 12,748 13,963
A second interim dividend of 35.0p per ordinary share for the period ended 5 February 2026 was
paid on 6 March 2026 totalling £4.3m and the directors are proposing a final dividend for the period
ended 5 February 2026 of 45p per ordinary share totalling £5.5m. The final dividend will be paid on
24 July 2026 to shareholders on the register at close of business on 3 July 2026 subject to approval by
shareholders at the Annual General Meeting on Wednesday 24 June 2026.
- Earnings per ordinary share
The calculation of earnings per ordinary share (“EPS”) from continuing operations is based on profit
after tax of £23,713,000 (31.1.25: £17,913,000).
The number of shares used in the Basic EPS calculation is the weighted average number of shares in
issue during the year of 12,150,760 (31.1.25: 12,150,760). There is a total of nil dilutive share options
in issue (31.1.25: nil) and considering the appropriate proportion of these dilutive options the
number of shares used in the Diluted EPS calculation is 12,150,760 (31.1.25: 12,150,760).
- Property, plant and equipment
Land and Motor Fixtures and Right buildingsvehiclesfittingsto useTotalGroup£000£000£000£000£000CostAt 1 February 2024 1,897 322 1,873 829 4,921Additions 547 35 101 43 726Disposals – (63) (90) – (153)At 31 January 2025 2,444 294 1,884 872 5,494Additions 209 198 476 – 883Disposals (3) (93) (148) – (244)At 5 February 2026 2,650 399 2,212 872 6,133Accumulated depreciationAt 1 February 2024 610 162 1,392 447 2,611Charge for the year 109 43 167 163 482Eliminated on disposals – (39) (87) – (126)At 31 January 2025 719 166 1,472 610 2,967Charge for the year 111 72 197 101 481Eliminated on disposals (3) (56) (141) – (200)At 5 February 2026 827 182 1,528 711 3,248Net book valueAt 5 February 2026 1,823 217 684 161 2,885At 31 January 2025 1,725 128 412 262 2,527
Included in the above is land at a cost of £22,000 (31.1.25: £22,000) which is not depreciated.
Included in Right to Use assets above, are leases now capitalised under IFRS16 which are depreciated
over the normal term of the lease. The total cash outflow for these leases during the period to 5.2.26
was £126,000 (31.1.25: £192,000).
S&U Plc Annual Report and Accounts 202662
D2 Notes to the Accounts
Period ended 5 February 2026 continued
Land and Motor Fixtures and Right buildingsvehiclesfittingsto useTotalCompany£000£000£000£000£000CostAt 1 February 2024 42 53 296 343 734Additions – – 2 – 2Disposals – – – – –At 31 January 2025 42 53 298 343 736Additions – 39 8 – 47Disposals – (34) – – (34)At 5 February 2026 42 58 306 343 749Accumulated depreciationAt 1 February 2024 13 38 227 80 358Charge for the year – 4 18 69 91Eliminated on disposals – – – – –At 31 January 2025 13 42 245 149 449Charge for the year – 12 17 68 97Eliminated on disposals – (31) – – (31)At 5 February 2026 13 23 262 217 515Net book valueAt 5 February 2026 29 35 44 126 234At 31 January 2025 29 11 53 194 287
Included in the above is land at cost of £22,000 (31.1.25: £22,000) which is not depreciated.
The only asset included in Right to Use assets above is a lease of S&U and Aspen Solihull office
premises which is now capitalised under IFRS16 which is depreciated over the normal term of
the lease. The total cash outflow for this lease during the period to 5.2.26 was £88,000 (31.1.25:
£88,000).
16. Investments and related party transactions
5.2.2631.1.25Company£000£000Shares in subsidiary companiesAt historical cost less impairment 1 1
The principal subsidiaries of the Company, which are wholly owned directly by the Company, operate
in Great Britain and are incorporated in England and Wales.
Subsidiary and registered number Principal activityAdvantage Finance Limited (03773673) Motor financeAspen Bridging Limited (10270026) Property bridging finance
The following are wholly owned dormant subsidiaries of the group which take advantage of
exemptions provided under s394a and s448a and do not prepare, file or have audited individual
company accounts:
Advantage Motor Finance Limited (03773678), Advantage4u Limited (06691669), Advantage Direct
Finance Limited (07037684), Advantage Partner Finance Limited (07036720), Advantage Asset
Finance Limited (06691598), S&U Stores Limited (00448884) and Cash Kangaroo Limited (08435795).
All dormant subsidiaries are directly owned by S&U plc with the exception of Advantage Motor
Finance Limited which is indirectly wholly owned via Advantage Finance Limited.
All companies in the Group have their registered office at 2 Stratford Court, Cranmore Boulevard,
Solihull B90 4QT.
Related party transactions
Group
Transactions between the Company and its subsidiaries, which are related parties have been
eliminated on consolidation and are not disclosed in this note. Transactions with the Company’s
pension scheme are disclosed in note 30. During the year the Group made charitable donations
amounting to £90,000 (31.1.25: £60,000) via the Keith Coombs Trust which is a related party because
Messrs GDC Coombs and AMV Coombs are trustees. The amount owed to the Keith Coombs Trust
at the year-end was £12,000 (31.1.25: £nil) During the year the Group obtained supplies at market
rates amounting to £4,930 (31.1.25: £4,544) from Grevayne Properties Limited a Company which is
a related party because Messrs G D C and A M V Coombs are directors and shareholders. All related
party transactions were settled in full when due.
Company
The Company received dividends from other Group undertakings totalling £13,400,000 (31.1.25:
£16,900,000). During the year the Company recharged other Group undertakings for various
administrative expenses incurred on their behalf. The Company also received administrative cost
recharges from other Group undertakings. At 5 February 2026 the Company was owed £317,845,213
(31.1.25: £270,408,115) by other Group undertakings as part of an intercompany loan facility and
owed £217,119 to S&U Stores Limited, a dormant group company (31.1.25: £217,119). All related
party transactions were settled in full when due. Key management personnel, defined as the S&U
Directors, compensation is disclosed on page 24 in the Directors Remuneration Report.
Other Information
Stock Code: SUS ― www.suplc.co.uk 63
Strategic Report Corporate Governance The Accounts
17. Amounts receivable from customers
Group5.2.2631.1.25 £000£000Motor finance hire purchase 424,411 401,792Less: Loan loss provision motor finance (107,282) (118,166)Amounts receivable from customers motor finance 317,129 283,626Property bridging finance loans 182,303 155,083Less: Loan loss provision property bridging finance (2,650) (2,863)Amounts receivable from customers property bridging finance 179,653 152,220Amounts receivable from customers total 496,782 435,846Analysis by future date dueDue within one year 225,196 232,330Due in more than one year 271,586 203,516Amounts receivable from customers 496,782 435,846Analysis of securityLoans secured on vehicles under hire purchase agreements 311,248 277,831Loans secured on property 179,653 152,220Other loans not secured (motor finance where security no longer present) 5,881 5,795Amounts receivable from customers 496,782 435,846Analysis of not impaired and impairedNot impairedNeither past due nor impaired 420,934 355,566Past due up to 3 months but not impaired – –Past due over 3 months but not impaired – –ImpairedPast due up to 3 months 46,836 46,865Past due over 3 months and up to 6 months 9,064 13,412Past due over 6 months or default 19,948 20,003Amounts receivable from customers 496,782 435,846
The credit risk inherent in amounts receivable from customers is reviewed as per note 1.5 and under
this review the credit quality of assets which are neither past due nor impaired was considered to be
good with the exception of 2,657 vulnerable customers who although not in arrears at 5.2.26 were
assessed from a review of internal data to have a significant increase in credit risk (31.1.25: 1,727).
Under IFRS9 therefore these customers although not in arrears are included in stage 2 at 5.2.26 with
an increased impairment provision.
Analysis of loan loss provision and amounts receivable
from customers (capital)
Stage 1:Stage 2:Stage 3:Subject to 12 Subject to Subject to months ECL lifetime ECL lifetime ECL TotalAs at 5 February 2026£’000£’000£’000£000Amounts receivable (capital)Motor finance 257,649 16,208 150,554 424,411Property bridging finance 165,766 – 16,537 182,303Total 423,415 16,208 167,091 606,714Loan loss provisionsMotor finance (13,071) (4,867) (89,344) (107,282)Property bridging finance (751) – (1,899) (2,650)Total (13,822) (4,867) (91,243) (109,932)Amounts receivable (net)Motor finance 244,578 11,341 61,210 317,129Property bridging finance 165,015 – 14,638 179,653Total 409,593 11,341 75,848 496,782
Stage 1:Stage 2:Stage 3:Subject to 12 Subject to Subject to months ECL lifetime ECL lifetime ECL TotalAs at 31 January 2025£’000£’000£’000£000Amounts receivable (capital)Motor finance 221,442 9,811 170,539 401,792Property bridging finance 141,476 – 13,607 155,083Total 362,918 9,811 184,146 556,875Loan loss provisionsMotor finance (13,258) (2,904) (102,004) (118,166)Property bridging finance (1,001) – (1,862) (2,863)Total (14,259) (2,904) (103,866) (121,029)Amounts receivable (net)Motor finance 208,184 6,907 68,535 283,626Property bridging finance 140,475 – 11,745 152,220Total 348,659 6,907 80,280 435,846
Collateral held
Motor finance – except for loans valued at £5.881m (31.1.25: £5.795m), where we are aware
the security is no longer present, security is held on a used vehicle for each hire purchase motor
finance agreement. As stated in note 1.13 above, valuing these used vehicles secured under our hire
purchase agreements is uncertain as the condition and mileage of the used vehicle are unknown. We
estimate the trade value of collateral held at 5.2.26 for motor finance loans currently in stage 3 was
£64.1m (31.1.25: £82.4m) – these estimated values are stated before taking into account recovery
and disposal costs.
S&U Plc Annual Report and Accounts 202664
D2 Notes to the Accounts
Period ended 5 February 2026 continued
Property bridging finance – the estimated value of first charge secured properties held under our
bridging loan facility agreements at 5.2.26 is £265.3m (31.1.25: £246.3m). This includes £18.8m
estimated value of properties secured which is held for loan agreements currently in Stage 3
(31.1.25: £16.7m).
Advances in both our motor finance business and our property bridging business are only made with
collateral security and this is important in both these markets for the collectability of these loans –
there have been no significant changes in the quality of collateral held during the year.
Stage 1:Stage 2:Stage 3:Subject to 12 Subject to Subject to Total months ECL lifetime ECL lifetime ECL provisionLoan loss provisions£’000£’000£’000£000At 1 February 2024 22,229 1,323 83,437 106,989Net transfers and changes in credit risk (11,286) 1,434 26,699 16,847New loans originated (stage at year-end) 5,204 642 12,878 18,724Total impairment charge to income statement (6,082) 2,076 39,577 35,571Amounts netted off revenue for stage 3 assets – – 15,614 15,614Utilised provision on write-offs (1,888) (495) (34,762) (37,145)At 31 January 2025 14,259 2,904 103,866 121,029Net transfers and changes in credit risk (5,854) 1,236 (915) (5,533)New loans originated (stage at period-end) 7,463 1,687 11,949 21,099Debt sale gain on disposal – – (2,534) (2,534)Total impairment charge to income statement 1,609 2,923 8,500 13,032Amounts netted off revenue for stage 3 assets – – 14,676 14,676Utilised provision on write-offs (2,046) (960) (39,204) (42,210)Debt sale proceeds – – 3,405 3,405At 5 February 2026 13,822 4,867 91,243 109,932
There were no significant changes in the capital carrying value of amounts receivable from customers
this year which contributed to changes in the loan loss provisions other than growth in new loans
originated.
During the period Advantage executed a debt sale of old written-off or heavily provisioned customer
agreements to an external third party and as a result has no continuing involvement with these
receivables. Advantage received proceeds of £3.4m and after costs and provisions recognised a gain
of £2.5m.
Internal rating values
A breakdown of the group gross receivables by internal credit risk rating is shown below
Period Year ended ended5.2.2631.1.25 £000£000Good quality 423,415 362,918Satisfactory quality 16,208 9,811Lower quality 129,384 144,859Below standard 37,707 39,287Total Amounts receivable (capital) 606,714 556,875
The Group manages credit risk by performing credit assessments at the time of customer
onboarding. Customers are assigned a credit score at origination using a combination of external
data and internal information. The Group does not maintain an ongoing internal credit risk rating
system. Instead, credit risk is monitored on an ongoing basis using days past due, historical payment
behaviour and forward-looking information.
18. Other receivables and prepayments
Group Company5.2.2631.1.25 5.2.2631.1.25 £000£000£000£000Amounts owed by subsidiary undertakings – – 317,628 270,191Other debtors 13 22 – –Prepayments and accrued income 1,512 1,405 152 1791,525 1,427 317,780 270,370
The Company has assessed the estimated credit losses for these intercompany loans and an
impairment provision of £nil (2025: £nil) has been recognised. Amounts owed by subsidiary
undertakings are categorised as Stage 1, against which no provision is recognised as the loan entities
have sufficient expected cash flow to service their obligations and/or sufficient realisable net assets
to sell in the event of a default.
Other than £120.0m of intercompany receivables from Advantage Finance Limited (31.1.25: £90.5m)
and £121.5m of intercompany receivables from Aspen Bridging Limited (31.1.25: £107.0m), which
are due after more than one year, the amounts owed by subsidiary undertakings have no fixed
maturity date.
Under IFRS7, there are no amounts included in other receivables and prepayments which are past
due but not impaired and no amounts which are impaired or have a significant increase in credit risk.
The carrying value of trade and other receivables is not materially different to their fair value.
Other Information
Stock Code: SUS ― www.suplc.co.uk 65
Strategic Report Corporate Governance The Accounts
19. Borrowings including bank overdrafts and loans
Group Company5.2.2631.1.25 5.2.2631.1.25 £000£000£000£000Bank overdrafts and loans – due within one year 296 – 387 –Bank and other loans – due in more than one year 241,500 197,500 241,500 197,500241,796 197,500 241,887 197,500
The carrying value of bank overdrafts and loans is not materially different to the fair value.
S&U plc had the following overdraft facilities available at 5 February 2026:
• a facility for £5 million (31.1.25: £5m) which is subject to annual review in June 2026.
• a facility for £2 million (31.1.25: £2m) which has no annual review date.
Total drawdowns of these overdraft facilities at 5 February 2026 were £296,000 (31.1.25: £nil).
S&U plc had the following revolving credit facilities available at 5 February 2026:
• a facility for £280 million (31.1.25: £230m) which is due for repayment in May 2027.
At 31 January 2025 S&U plc had revolving credit facilities of £230m which was due for repayment in
May 2026.
S&U plc had the following term loan facilities available at 31 January 2025 and 5 February 2026:
• a facility for £50 million (31.1.25: £50m) - £25m of which is due for repayment in March 2028
and £25m is due for repayment in March 2029.
All the bank overdrafts facilities, revolving credit facilities and term loan facilities mentioned above
incur interest at a variable rate.
The bank overdraft and loans are secured under a multilateral guarantee provided by S&U plc and its
operating subsidiaries Advantage Finance Ltd and Aspen Bridging Ltd.
The Company is part of the Group overdraft facility and at 5 February 2026 was £387,000 overdrawn
(31.1.25: £nil overdrawn). A maturity analysis of the above borrowings is given in note 25.
20. Trade and other payables
Group Company5.2.2631.1.25 5.2.2631.1.25 £000£000£000£000Trade creditors 967 1,139 73 136Other creditors including commissions and remuneration payable 3,865 2,156 615 5384,832 3,295 688 674
The carrying value of trade and other payables is not materially different to the fair value.
21. Provisions for liabilities and charges
Group5.2.2631.1.25WarrantiesCommissionForbearanceForbearance£000£000£000£000At 1 February 2025 – – 2,272 –Charge/(release) to income statement 596 1,794 (221) 2,736Utilised - - (1,839) (464)At 5 February 2026 596 1,794 212 2,272
Our motor finance subsidiary Advantage was included in the FCA’s multi-firm Cost of Living
Forbearance Outcomes review in 2023 and as a result the FCA concluded that enhancements were
required to Advantage’s approach to arrears management and the application of forbearance. We
provided for anticipated associated exceptional potential customer remediation costs and external
support costs totalling £2.736m (see also note 11) of which £2.30m has so far been incurred and
£0.22m released leaving a provision of £0.21m carried forward at 5 February 2026.
In addition, Advantage has recognised a provision of £1.79m related to the FCA’s final scheme
rules on motor finance commissions, which was announced on 30 March 2026. The provision
is determined by probability weighting several scenarios and includes the costs of running the
proposed scheme.
Finally during the period Advantage executed a debt sale of old written-off or heavily provisioned
customer agreements to an external third party. As part of the agreement, as is customary, is a
requirement to repurchase ineligible accounts that were sold. Advantage has recognised a provision
of £0.60m to account for this risk.
There are no provisions for liabilities and charges at a company-only level.
S&U Plc Annual Report and Accounts 202666
D2 Notes to the Accounts
Period ended 5 February 2026 continued
22. Deferred tax
Shadow Accelerated tax SharedepreciationOptionsTotalGroup£000£000£000At 1 February 2024 (113) 268 155Debit to income – (115) (115)At 31 January 2025 (113) 153 40Debit to income 13 (28) (15)At 5 February 2026 (100) 125 25CompanyAt 1 February 2024 (3) 33 30Credit/(debit) to income 1 (16) (15)At 31 January 2025 (2) 17 15Credit/(debit) to income 2 (17) (15)At 5 February 2026 – – –
Shadow share options are long term share based incentive instruments which will be settled in cash
when exercised based on future share price and require achieving certain performance targets and
are subject to continued employment conditions.
23. Called up share capital and preference shares
5.2.2631.1.25 Called up, allotted and fully paid£000£00012,150,760 Ordinary shares of 12.5p each (31.1.25: 12,150,760) 1,519 1,519200,000 6.0% Cumulative preference shares of £1 each 200 200Called up share capital 1,719 1,719
The 6.0% cumulative preference shares enable the holder to receive a cumulative preferential
dividend at the rate of 6.0% on paid up capital and the right to a return of capital plus a premium
of 10p per share at either a winding up or a repayment of capital. The 6.0% cumulative preference
shares do not carry voting rights so long as the dividends are not in arrears.
24. Financial liabilities
Preference share capital5.2.2631.1.25 Called up, allotted and fully paid£000£0003,598,506 31.5% Cumulative preference shares of 12.5p each (31.1.25: 3,598,506) 450 450
The 31.5% cumulative preference shares entitle the holder to receive a cumulative preference
dividend of 31.5% plus associated tax credit and the right to a return of twice the capital (2 lots of
12.5p) plus a premium of 22.5p per share on either a winding up or a repayment of capital. The rights
of the holders of these shares to dividends and returns of capital are subordinated to those of the
holders of the 6.0% cumulative preference shares. The 31.5% cumulative preference shares do not
carry voting rights so long as the dividends are not in arrears.
25. Financial instruments
The Group and the Company’s principal financial instruments are amounts receivable from
customers, cash, preference share capital, bank overdrafts and bank loans.
The Group and the Company’s business objectives rely on maintaining a well spread customer
base of carefully controlled quality by applying strong emphasis on good credit management,
both through strict lending criteria at the time of underwriting a new credit facility and continuous
monitoring of the collection process. The motor finance hire purchase debts are secured by the
financed vehicle. All financial assets are held at amortised cost.
As at 5 February 2026 the Group’s indebtedness amounted to £241,796,000 (31.1.25: £197,500,000)
and the Company’s indebtedness amounted to £241,887,000 (31.1.25: £197,500,000). The Group
gearing was 97.1% (31.1.25: 80.8%), being calculated as borrowings net of cash as a percentage of
total equity. The Board is of the view that the gearing level remains conservative, especially for a
lending organisation. The tables below on pages 85 and 86 analyses the Group and Company assets
and liabilities into relevant maturity groupings based on the remaining period at the balance sheet
date (to contractual maturity).
S&U plc has unused committed borrowing facilities at 5 February 2026 of £88.5m (31.1.25: £82.5m).
The preference share capital financial liability of £450,000 has no maturity date and is classified as
more than five years.
The average effective interest rate on financial assets of the Group at 5 February 2026 was estimated
to be 21% (31.1.25: 23%). The average effective interest rate of financial liabilities of the Group
at 5 February 2026 was estimated to be 7% (31.1.25: 8%). The average effective interest rate on
financial liabilities of the Company at 5 February 2026 was estimated to be 7% (31.1.25: 8%).
Currency and credit risk
The Group has no material exposure to foreign currency risk. The credit risk inherent in amounts
receivable from customers is reviewed under impairment as per note 1.5. It should be noted that the
credit risk at the individual customer level is limited by strict adherence to credit control rules which
are regularly reviewed. The credit risk is also mitigated in the motor finance segment of our business
by ensuring that the valuation of the security at origination of the loan is within glasses guide and
cap limits. The credit risk is also mitigated in the bridging property finance segment of our business
by ensuring that the valuation of the security at origination of the loan is rigorously assessed and is
within loan to value limits. As confirmation required under IFRS 8, no individual customer contributes
more than 10% of the revenue for the Group. Group trade and other receivables and cash are
considered to have no material credit risk as all material balances are due from highly rated banking
counterparties.
Other Information
Stock Code: SUS ― www.suplc.co.uk 67
Strategic Report Corporate Governance The Accounts
Interest rate risk
The Group’s activities expose it to the financial risks of changes in interest rates and the Group uses
interest rate derivative contracts where appropriate to hedge these exposures in bank borrowings.
There are no interest rate derivative contracts held at 5 February 2026 (31.1.25: none held). There is
considered to be no material interest rate risk in cash, trade and other receivables, preference shares
and trade and other payables.
The sensitivity analyses below have been determined based on the exposure to interest rates at the
balance sheet date. The Group has low gearing for its sector and the directors consider a 1% and a
2% movement in interest rates to reflect the UK interest rate environment and to be appropriate
for sensitivity analyses. For floating rate liabilities, the analysis is prepared assuming the liability
outstanding at the balance sheet date was outstanding for the whole year.
If interest rates had been 1% higher/lower and all other variables were held constant, the Group’s:
• profit for the year ended 5 February 2026 would decrease/increase by £1.7 million (31.1.25:
decrease/increase by £1.5 million). This is mainly attributable to the Group’s exposure on its
variable rate borrowings.
• total equity would decrease/increase by £1.7 million (31.1.25: decrease/increase by £1.5 million).
This is mainly attributable to the Group’s exposure on its variable rate borrowings.
If interest rates had been 2% higher/lower and all other variables were held constant, the Group’s:
• profit for the year ended 5 February 2026 would decrease/increase by £3.4million (31.1.25:
decrease/increase by £3.0 million). This is mainly attributable to the Group’s exposure on its
variable rate borrowings.
• total equity would decrease/increase by £3.4million (31.1.25: decrease/increase by £3.0 million).
This is mainly attributable to the Group’s exposure on its variable rate borrowings.
Capital risk management
The Board of Directors assess the capital needs of the Group on an ongoing basis and approve all
material capital transactions. The Group’s objective in respect of capital risk management is to
maintain a conservative “Group Gearing” level with respect to market conditions, whilst taking
account of business growth opportunities in a capital efficient manner. “Group Gearing” is calculated
as the sum of Bank Overdrafts plus Bank Loans less Cash and Cash Equivalents divided by Total
Equity. At 5 February 2026 the Group gearing level was 97.1% (31.1.25: 80.8%) which the directors
consider to have met their objective.
Although Advantage have not sold insurance products in recent years, they are required to hold a
regulatory minimum capital figure of £5,000 in this regard. Throughout the year this Company has
maintained a capital base greater than this requirement.
Fair values of financial assets and liabilities
The fair values of amounts receivable from customers, bank loans and overdrafts and other assets
and liabilities with the exception of the junior preference share capital are considered to be not
materially different from their book values. The junior preference share capital classified as a
financial liability is estimated to have a fair value of £1.9m (31.1.25: £1.9m) but is considered more
appropriate under IFRS to be included in the balance sheet at amortised cost.
Fair values which are recognised or disclosed in these financial statements are determined in
whole or in part using a valuation technique based on assumptions that are supported by prices
from observable current market transactions in the same instrument (i.e. without modification or
repackaging) and based on available observable market data. The fair value hierarchy is derived from
Level 2 inputs in accordance with IFRS13.
Liquidity risk
The Group’s liquidity risk is shown in the following tables which measure the cumulative liquidity
gap. Management review and manage the maturity of borrowing facilities appropriately. Most of the
Group’s financial assets are repayable anyway within two years which together with net gearing of
around 97.1% results in a positive liquidity position.
- Financial instruments continued
S&U Plc Annual Report and Accounts 202668
D2 Notes to the Accounts
Period ended 5 February 2026 continued
More More than 1 than 2 year but years but Less not more not more More No fixed than 1 than 2 than 5 than 5 maturityGroupyearyearsyearsyearsdateTotalAt 5 February 2026£’000£’000£’000£’000£’000£’000Financial assets 225,196 105,679 165,907 - - 496,782Other assets - - - - 4,435 4,435Cash at bank and in hand - - - - - -Total assets 225,196 105,679 165,907 - 4,435 501,217Shareholders’ funds - - - - (249,001) (249,001)Bank overdrafts and loans (296) (191,500) (50,000) - - (241,796)Lease liabilities (90) (74) (18) - - (182)Financial liabilities - - - (450) - (450)Other liabilities - - - - (9,788) (9,788)Total liabilities and shareholders’ funds (386) (191,574) (50,018) (450) (258,789) (501,217)Cumulative gap 224,810 138,915 254,804 254,354 - -
More More than 1 than 2 year but years but Less not more not more More No fixed than 1 than 2 than 5 than 5 maturityGroupyearyearsyearsyearsdateTotalAt 31 January 2025£’000£’000£’000£’000£’000£’000Financial assets 232,330 64,673 138,843 - - 435,846Other assets - - - - 3,994 3,994Cash at bank and in hand 5,216 - - - - 5,216Total assets 237,546 64,673 138,843 - 3,994 445,056Shareholders’ funds - - - - (238,079) (238,079)Bank overdrafts and loans - - (197,500) - - (197,500)Lease liabilities (109) (92) (91) - - (292)Financial liabilities - - - (450) - (450)Other liabilities - - - - (8,735) (8,735)Total liabilities and shareholders’ funds (109) (92) (197,591) (450) (246,814) (445,056)Cumulative gap 237,437 302,018 243,270 242,820 - -
More More than 1 than 2 year but years but Less not more not more More No fixed than 1 than 2 than 5 than 5 maturity CompanyyearyearsyearsyearsdateTotalAt 5 February 2026£000£000£000£000£000£000Other assets – 191,500 50,000 – 76,555 318,055Cash at bank and in hand – – – – – –Total assets – 191,500 50,000 – 76,155 318,055Shareholders’ funds – – – – (74,311) (74,311)Bank overdrafts and loans (387) (191,500) (50,000) – – (241,887)Financial liabilities – – – (450) – (450)Lease liabilities (81) (64) – – – (145)Other liabilities – – – – (1,262) (1,262)Total liabilities and shareholders’ funds (468) (191,564) (50,000) (450) (75,573) (318,055)Cumulative gap – – – – – –
More More than 1 than 2 year but years but Less not more not more More No fixed than 1 than 2 than 5 than 5 maturity CompanyyearyearsyearsyearsdateTotalAt 31 January 2025£000£000£000£000£000£000Other assets – – 197,500 – 73,173 270,673Cash at bank and in hand 2,691 – – – – 2,691Total assets 2,691 – 197,500 – 73,173 273,364Shareholders’ funds – – – – (74,041) (74,041)Bank overdrafts and loans – – (197,500) – – (197,500)Financial liabilities – – – (450) – (450)Lease liabilities (76) (81) (63) – – (220)Other liabilities – – – – (1,153) (1,153)Total liabilities and shareholders’ funds (76) (81) (197,563) (450) (75,194) (273,364)Cumulative gap 2,615 2,534 2,471 2,021 – –
Other Information
Stock Code: SUS ― www.suplc.co.uk 69
Strategic Report Corporate Governance The Accounts
The cash flows payable under financial liabilities are analysed as follows:
More More than 1 than 2 year but years but Repayable Less not more not more More on than 1 than 2 than 5 than 5 GroupDemandyearyearsyearsyearsTotalAt 5 February 2026£000£000£000£000£000£000Bank overdrafts and loans 296 – – – – 296Trade and other payables – 4,832 – – – 4,832Tax liabilities – 483 – – – 483Provisions for liabilities and charges – 2,602 – – – 2,602Accruals and deferred income – 1,871 – – – 1,871Borrowings – – 191,500 50,000 – 241,500Lease liabilities – 90 74 18 – 182Financial liabilities – – – – 450 450At 5 February 2026 296 9,878 191,574 50,018 450 252,216
More More than 1 than 2 year but years but Repayable Less not more not more More on than 1 than 2 than 5 than 5 GroupDemandyearyearsyearsyearsTotalAt 31 January 2025£000£000£000£000£000£000Bank overdrafts and loans – – – – – –Trade and other payables – 3,295 – – – 3,295Tax liabilities – 1,695 – – – 1,695Provisions for liabilities and charges – 2,272 – – – 2,272Accruals and deferred income – 1,473 – – – 1,473Borrowings – – – 197,500 – 197,500Lease liabilities – 109 92 91 – 292Financial liabilities – – – – 450 450At 31 January 2025 – 8,844 92 197,591 450 206,977
More More than 1 than 2 year but years but Repayable Less not more not more More on than 1 than 2 than 5 than 5 CompanyDemandyearyearsyearsyearsTotalAt 5 February 2026£000£000£000£000£000£000Bank overdrafts and loans 387 – – – – 387Trade and other payables – 688 – – – 688Tax liabilities – – – – – –Accruals and deferred income – 574 – – – 574Borrowings – – 191,500 50,000 – 241,500Lease liabilities – 81 64 – – 145Financial liabilities – – – – 450 450At 5 February 2026 387 1,343 191,564 50,000 450 243,744
More More than 1 than 2 year but years but Repayable Less not more not more More on than 1 than 2 than 5 than 5 CompanyDemandyearyearsyearsyearsTotalAt 31 January 2025£000£000£000£000£000£000Bank overdrafts and loans – – – – – –Trade and other payables – 674 – – – 674Tax liabilities – 127 – – – 127Accruals and deferred income – 352 – – – 352Borrowings – – – 197,500 – 197,500Lease liabilities – 76 81 63 – 220Financial liabilities – – – – 450 450At 31 January 2025 – 1,229 81 197,563 450 199,323
25. Financial instruments continued
S&U Plc Annual Report and Accounts 202670
D2 Notes to the Accounts
Period ended 5 February 2026 continued
26. Reconciliation of operating profit to net cash
from operating activities
Group GroupCompany Company5.2.2631.1.25 5.2.2631.1.25 £000£000£000£000Operating Profit 46,164 44,830 13,140 17,268Tax paid (9,335) (4,817) (79) (57)Exceptional item – (2,736) – –Depreciation on plant, property and equipment 481 482 97 91Profit on disposal of plant, property and equipment – (14) – –(Increase)/decrease in amounts receivable from customers (60,936) 27,092 – –(Increase)/decrease in other receivables and prepayments (98) 15 (47,410) 25,448Increase/(decrease) in trade and other payables 1,537 (1,602) 14 4Increase/(decrease)in accruals 398 (498) 222 63Increase in provisions for other liabilities and charges 330 2,272 – –Movement in retirement benefit asset/obligations (43) (33) (43) (33)Net cash (used in)/generated by operating activities (21,502) 64,991 (34,059) 42,784
27. Financial commitments
Capital commitments
At 5 February 2026 the Group had £nil capital commitments contracted but not provided for
(31.1.25: £nil). At 5 February 2026, the Company had £nil capital commitments contracted but not
provided for (31.1.25: £nil).
28. Contingent liabilities
The Company has entered into cross-guarantee arrangements with respect to the bank overdrafts of
certain of its subsidiaries. The maximum exposure under this arrangement at 5 February 2026 was
£3,497,531 (31.1.25: £13,721).
29. Share based payments
The Company operates a Long-Term Incentive Plan (LTIP 2021), which was approved by the AGM
in May 2021. LTIP 2021 allows shadow share options which can only be cash settled and therefore
do not dilute current shareholders. Vesting of these shadow share option awards is subject to
performance conditions over a performance period of at least a year and the awards can normally be
exercised for the period between 3 years and 6 years from the date of grant of the award subject also
to standard leaver and malus and clawback provisions contained in the rules of the LTIP 2021 plan.
The Group recognised total share-based payment expenses for LTIP 2021 of £354,445 in the period
to 5 February 2026 (31.1.25: £145,154). At 5 February 2026 the creditor for LTIP 2021 shadow share
options amounted to £671,353 (31.1.25: £750,566).
30. Retirement benefit obligations
The Company operates a defined benefit scheme in the UK. The plan is funded by payment of
contributions to a separate trustee administered fund. The pension cost relating to the scheme is
assessed in accordance with the advice of a qualified independent actuary using the attained age
method. The last formal valuation was at 31 March 2025. At that valuation it was assumed that the
appropriate post retirement discount rate was 5.44% and pension increases would be 3.3% per
annum. The valuation results have been updated on the advice of a qualified actuary to take account
of the requirements of IAS19 in order to assess the liabilities of the scheme as at 5 February 2026.
The last actuarial valuation highlighted that the scheme was in surplus on an ongoing basis with the
value of assets being sufficient to cover the actuarial value of accrued liabilities. No contributions are
therefore being paid to the scheme at the present time and the estimated amount of contributions
expected to be paid into the scheme during the period to 5 February 2026 is £nil.
The scheme is run by Trustees who are responsible for the affairs of the scheme. Trustees during
the year were Mr GDC Coombs and Mr CH Redford who were also directors of S&U plc during the
year and Mr C Freckelton. The scheme is closed to new members. The Trustees discuss the affairs
of the scheme and deal with discretionary matters regarding benefits. The trustees have employed
Barclays Wealth as investment managers. S&U plc has power, under the Trust Deed and Rules which
govern the operation of the Fund, to remove Trustees from office, to accept their resignations, and
to appoint new or additional Trustees. The directors of S&U plc consider all these arrangements to be
appropriate, having noted that the scheme has been closed to new members for over 40 years, the
scheme continues to have a significant surplus and the scheme’s defined benefit obligations are not
material in the context of the group.
Other Information
Stock Code: SUS ― www.suplc.co.uk 71
Strategic Report Corporate Governance The Accounts
Disclosures made in accordance with IAS 19
A full actuarial valuation was carried out at 31 March 2025 and updated to 5 February 2026 by a
qualified independent actuary. The valuation method used was the projected unit method. The
major assumptions used by the actuary were (in nominal terms):
At period end At year end 5 February 31 January 20262025Rate of increase in salaries Na NaPension increases:Pre-97 Pension 0.0% 0.0%Post 97 Pension 3.0% 3.5%Discount rate 5.3% 5.2%
Mortality assumption for 5 February 2026 comes from the S4PA tables with CMI-2024 1.25% long
term trend and for 31 January 2025 mortality assumption was from the S3PA tables with CMI-2023
1.25% long term trend.
The analysis of the scheme assets, which are determined to be Level 2 in the fair value hierarchy and
the expected rate of return at the balance sheet date were as follows:
Proportion Proportion held at held at 5 February 31 January 20262026£000£000 Equities 53% 57%Bonds 39% 28%Cash/Other 8% 15%Total market value of assets 100% 100%
The amount included in the balance sheet arising from the Group’s obligations in respect of its
defined benefit schemes is as follows:
5.2.2631.1.25£000£000Fair value of plan assets 1,138 1,125Present value of defined benefit obligations (312) (333)Surplus before restriction 826 792Restriction on Surplus (826) (792)Pension asset 0 0
The pension asset has a large surplus before restriction and so is unlikely to be affected by normal
variances in actuarial assumptions and so no actuarial assumption sensitivity analysis is provided.
The amount recognised in the 5.2.2631.1.25 income statement during the year£000£000Current service cost – –Past service cost – 2Interest on obligation 16 15Expected return on plan assets (59) (50)Expense recognised in the income statement (43) (33)Opening net (asset) – –Expense (43) (33)Contributions paid – –Actuarial loss 43 33Closing net (asset) 0 0
The expense credit in both years is shown within administrative expenses.
5.2.2631.1.25 Movement in present value of obligation£000£000Present value of obligation at 1 February 2025 333 348Interest cost 16 15Current service cost – –Past service cost – 2Benefits paid (41) (40)Actuarial gain on obligation – assumptions (7) (9)Actuarial gain on obligation – experience 11 17Present value of obligation at 5 February 2026 312 333Experience adjustment on scheme liabilities Actuarial gain as percentage of scheme liabilities 1% 2%Movement in fair value of plan assetsFair value of plan assets at 1 February 2025 1,125 1,070Expected return on plan assets 59 50Contributions – –Benefits paid (41) (40)Actuarial (loss)/gain on plan assets (5) 45Fair value of plan assets at 5 February 2026 1,138 1,125
The fair value of plan assets other than cash is based on quoted
market prices.
Experience adjustment on assetsActuarial (loss)/gain as percentage of scheme assets 0.4% 4%
30. Retirement benefit obligations continued
S&U Plc Annual Report and Accounts 202672
D2 Notes to the Accounts
Period ended 5 February 2026 continued
2022
£000
2023
£000
2024
£000
2025
£000
2026
£000
Continuing Operations Only
Revenue 87,889 102,714 115,437 115,611 107,431
Cost of Sales (18,771) (23,676) (22,821) (16,384) (23,552)
Impairment (4,120) (13,877) (24,203) (35,571) (13,032)
Administrative Expenses (14,208) (16,256) (19,767) (18,826) (24,683)
Operating profit 50,790 48,905 48,646 44,830 46,164
Finance Costs (net) (3,772) (7,495) (15,062) (18,118) (14,348)
Profit before taxation before exceptional item 47,018 41,410 33,584 26,712 31,816
Exceptional Item – – – (2,736) –
Profit before taxation 47,018 41,410 33,584 23,976 31,816
Taxation (9,036) (7,692) (8,147) (6,063) (8,103)
Profit for the year 37,982 33,718 25,437 17,913 23,713
Assets employed in all operations
Fixed assets 2,455 2,616 2,310 2,527 2,885
Amounts receivable and other assets 324,774 425,558 464,536 442,529 498,332
327,229 428,174 466,846 445,056 501,217
Liabilities (120,482) (203,289) (232,684) (206,977) (252,216)
Total equity 206,747 224,885 234,162 238,079 249,001
Earnings per Ordinary share 312.8p 277.5p 209.2p 147.4p 195.2p
Dividends declared per Ordinary share 126.0p 133.0p 120.0p 100.0p 115.0p
Group gearing 54.9% 85.5% 95.8% 80.8% 97.1%
“Group Gearing” is calculated as the sum of Bank Overdrafts plus Borrowings less Cash and Cash Equivalents divided by Total Equity.
Other Information
Stock Code: SUS ― www.suplc.co.uk 73
Strategic Report Corporate Governance The Accounts
Five Year Record (Unaudited)
Annual General Meeting
24 June 2026
Announcement of Results
Half year ending 5 August 2026
Year ending 5 February 2027
29 September 2026
April 2027
Payment of Dividends
6% Cumulative Preference Shares 30 September 2026 & 31 March 2027
31.5% Cumulative Preference Shares 31 July 2026 & 31 January 2027
Ordinary Shares – 2025/26 final 24 July 2026
– Ex dividend date 2 July 2026
– Record date 3 July 2026
– 2026/27 first interim November 2026
– 2026/27 second interim March 2027
Annual General Meeting Arrangements
The Annual General Meeting will take place on 24 June 2026 – further details of arrangements are contained in the Notice of Annual
General Meeting sent to shareholders and on the company website at www.suplc.co.uk
Financial Calendar
S&U Plc Annual Report and Accounts 202674
The production of this report supports the work of the
Woodland Trust, the UK’s leading woodland conservation
charity. Each tree planted will grow into a vital carbon store,
helping to reduce environmental impact as well as creating
natural havens for wildlife and people.
Directors
A M V Coombs MA (Oxon) (Chairman)
G D C Coombs MA (Oxon) MSc (Lon) (Deputy Chairman)
J E C Coombs MA (Oxon) ACA (Chief Operating Officer)
E H Ahrens (CEO Aspen Bridging)
K D Werner (CEO Advantage Finance – appointed 9 February 2026)
C K Freckelton ACA (Group Finance Director – appointed 20 April 2026)
T G Wheeler (Non-executive)
G Pedersen (Non-executive)
T Khlat MBE (Non-executive)
J P Maxwell (Non-executive)
C H Redford ACA (retired 18 June 2025)
Secretary
MK Bhogal ACMA CGMA
Registered office
2 Stratford Court
Cranmore Boulevard
Solihull
West Midlands
B90 4QT
Bankers
HSBC Bank plc
130 New Street
Birmingham
B2 4JU
Natwest Bank
250 Bishopsgate
London
EC2M 4AA
Solicitors
DLA
Victoria Square
Birmingham
B2 4DL
Stockbrokers
Peel Hunt LLP
7th Floor, 100 Liverpool Street
London
EC2M 2ATT
Joh. Berenberg, Gossler & Co. KG
London Branch
60 Threadneedle Street
London EC2R 8HP
United Kingdom
Registrars
MUFG
19th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Shareholders can contact MUFG on:-
0371 664 0300 (calls cost 10p per minute
plus network costs).
Financial public relations
SEC Newgate Communications
14 Greville Street,
London
EC1N 8SB
Auditor
Statutory Auditor
Forvis Mazars LLP
30 Old Bailey
London
EC4M 7AU
Internal Auditor
RSM Risk Assurance Services LLP
6th Floor 25 Farringdon Street
London
EC4A 4AB
Officers and professional advisers
Stock Code: SUS ― www.suplc.co.uk 75
Strategic Report Corporate Governance The Accounts Other Information
2 Stratford Court
Cranmore Boulevard
Shirley
Solihull
West Midlands
B90 4QT
E: [email protected]o.uk
Registered in England No. 342025
www.suplc.co.uk
S&U Plc Annual Report and Accounts 2026
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