PEOPLE, PLACES,
PRIDE
Annual Report and Accounts 2025
Fuller, Smith & Turner P.L.C. Annual Report and Accounts 2025
MEETING TARGETS
We are committed to reaching
our Net Zero targets and since
2020, we have reduced our
operational emissions by 58%.
Chief Executive
Simon Emeny gives
a detailed analysis
of the Company’s
performance
over the last
12 months.
Q&A
EXCEPTIONAL PUBS
Page 5
Page 24
Page 14
INCREDIBLE STAYS
One in four of our Managed
Pubs and Hotels now offer
accommodation.
GO PAPERLESS
You can help us reduce our
impact on the environment by
signing up to receive your Annual
Report and other shareholder
communications digitally rather
than in print.
At Fuller’s, we have confidence in tomorrow
because we are investing in success today.
During the year, we have invested in our
properties, in our people, and in securing the
strongest position for future long-term growth
for all our stakeholders.
Overview
2025 Highlights 1
180 Year Anniversary 2
At a Glance 4
Our Strategy House 6
Investment Proposition 8
Strategic Report
Chairman's Statement 10
Chief Executive's Review 14
Business Model 18
Strategic Performance 22
Sustainability Report 24
Key Performance Indicators 30
Financial Review 32
Risk Management 36
Principal Risks and Uncertainties 39
Streamlined Energy and Carbon
Reporting Report
43
Task Force on Climate-Related
Financial Disclosures (TCFD)
44
Non-Financial and Sustainability
Information Statement
54
Governance
Highlights 2025 56
Chairman’s Introduction 58
Board of Directors 60
Board Leadership 62
Board Activities 66
Stakeholder Engagement 68
Culture and the Board 72
Nominations Committee Report 74
Audit and Risk Committee Report 80
Remuneration Committee Report 86
Directors’ Report 104
Directors’ Responsibilities Statement 108
Financial statements
Independent Auditor’s Report 110
Group Income Statement 116
Group Statement of
Comprehensive Income
117
Group Balance Sheet 118
Company Balance Sheet 119
Group Statement of Changes
in Equity
120
Company Statement of Changes
in Equity
121
Group Cash Flow Statement 122
Company Cash Flow Statement 123
Notes to the Financial Statements 124
Additional Information
Directors, Advisors and
Other Information
170
Glossary 171
Five Years’ Progress 172
Read more on page 170
Page 14
Fuller, Smith & Turner P.L.C.
We have been raising money
for our charity partner, Special
Olympics GB, since 2018 and this
year we hit a major milestone in
our partnership.
For more information
see page 7
highlights
2025
Revenue for the full year
£376m
Up by 5%
Adjusted profit before tax
£27m
An increase of 32%
Total dividend per share
19.76p
Rising 11%
Adjusted earnings per share
34.22p
Up 40%
£1 million
Raised for SOGB since 2018
100% GREEN ENERGY
During the year, we reopened
The Head of the River in Oxford,
now a fully electric hotel.
Aligning our Managed
estate around our most
valuable customer groups
Three clear divisions, based
around extensive knowledge
of our customer base:
EXCELLENT SALES
PERFORMANCE
Like for like sales growth of 5.2%
in our Managed Pubs and Hotels,
well above the industry average.
Premium Neighbourhood
Destination
London City
...and cheers!
ON THE ACQUISITION TRAIL
One of the real highlights of the
year was the acquisition of Lovely
Pubs – seven stunning pubs in
Warwickshire / Worcestershire
villages.
For more information
see page 17
Annual Report and Accounts 2025 1
Overview Strategic Report Governance Financial Statements Additional Information
180 Year Anniversary
180
1940
During the Blitz, the Hock
Cellar at the brewery
was used as a bomb shelter
for local residents
The Maltings took a direct hit
and was destroyed.
1959
Fuller’s flagship beer,
London Pride, launches
It was named after the hardy
flower which flourished in the
rubble left from the Blitz.
1809
A Griffin is born
It was back in 1809 when
the brewery first acquired the
Griffin name and emblem that
is synonymous with Fuller’s
pubs to this day.
1894
Fuller’s opens The Drayton
Court Hotel in Ealing
At one time, the pub included
Ho Chi Minh among its workforce.
1889
Launched the Fuller’s
advertising balloon
Seen far and wide, it floated high
over the brewery premises.
1900
Fuller’s builds its
own maltings at Dukes
Meadows in Chiswick
191418
To cover the loss of
male labour during WWI,
27 female labourers start
working at the brewery
1950
Fuller’s takes up
the contract for 7UP
Fuller’s produced and bottled this
well-known brand until 1965.
YEARS OF
FULLER’S
This year, sees the Fuller, Smith and Turner partnership
celebrating 180 years of success. We take a look back at
some of the key moments in our history.
1845
The partnership begins
John Bird Fuller, Henry Smith and
John Turner signed the papers
that started the partnership.
Along with the brewery, Fuller,
Smith and Turner owned and
operated over 50 pubs in the
West London area.
Fuller, Smith & Turner P.L.C.2
1990
Purchase of 44 pubs,
mainly in Bucks and Oxon,
from Allied Breweries
1992
The first Ale & Pie opens
The Stargazey in Fulham.
1997
London Pride is advertised
on TV for the first time
and the first Vintage Ale
is launched
2005
Acquired Hampshire
brewer, George Gale & Co
A deal which included its 111 pubs.
2009
Acquired a number
of iconic sites
Including The Red Lion in
Westminster, The Holly Bush in
Hampstead and Ye Olde Mitre in
Hatton Garden.
2013
The Prince of Wales and
The Duchess of Cornwall
visit The Parcel Yard,
King’s Cross
1978
ESB wins CAMRA’s
first Champion Beer
of Britain competition
The first of the beer’s three
wins, taking the title in 1981
and 1985 too. London Pride
won in 1979 and Chiswick Bitter
in 1989. Fuller’s is still the only
brewery to have won with three
different beers.
2019
Sale of the Fuller’s Beer
Company to Asahi
For a total consideration
of £250m.
Purchased Cotswold Inns
& Hotels
Seven iconic hotels in the
heart of this area of outstanding
natural beauty.
2024
Acquired Lovely Pubs
Seven beautiful pubs in
Warwickshire / Worcestershire
villages.
Annual Report and Accounts 2025 3
Overview Strategic Report Governance Financial Statements Additional Information
At a Glance
WHO WE ARE
OUR PUBS AND HOTELS
Our Managed Pubs and Hotels estate includes three distinct groups that have their
own identity – Cotswold Inns & Hotels – seven stunning hotels in the beautiful
Cotswolds, Bel & The Dragon – six warm and welcoming pubs with rooms in the
Home Counties, and Lovely Pubs, which we acquired in August 2024 comprising
seven outstanding sites in pretty Warwickshire / Worcestershire villages. We also
have 153 excellent Tenanted Inns.
153
Tenanted Inns
1,028
Bedrooms
186
Managed Pubs
and Hotels
5,311
Employees
Fuller, Smith & Turner P.L.C.4
The Mayfly, Stockbridge
Refurbishment
We have been investing in our outdoor
spaces – including new decking at The
Mayfly in Stockbridge, which sits on the
banks of the River Test.
3
Our pubs offer the best in quintessential British hospitality
with a focus on delivering an outstanding customer
experience. From fantastic roasts, to refreshing summer
spritzes, and cosy bedrooms that you won’t want to leave,
our amazing team members aim to make sure that everyone
leaves that little bit happier than they arrived.
The Old Joint Stock,
Birmingham
Reasons to visit
The Old Joint Stock is more than just
a stunning pub delivering a first-class
experience. Its upstairs auditorium is a real
hot spot for Birmingham’s theatre-lovers.
1
The Queen’s Head, Stoke Pound
Acquisition
The Queen’s Head, located right next to
the Worcester and Birmingham Canal,
is just one of the Lovely Pubs we acquired
in August 2024.
2
Managed
Bel & The Dragon
Cotswold Inns & Hotels
Lovely Pubs
Tenanted
1
2
3
Annual Report and Accounts 2025
5
Overview Strategic Report Governance Financial Statements Additional Information
Our Strategy House
We have a clear focus on our net
promoter scores (“NPS”) to measure
positive customer sentiment.
Our annual Happiness Index survey
measures engagement and happiness
among our team members.
Strategy
What we will
do to achieve it
Values
How we do it
Mission
Where we
are heading
Purpose
Why we exist
FOUNDATIONS
Delight our
customers
Doing things
the right way
We’re crafting a family of distinctive pubs and hotels
where people feel they belong
We create experiences that
nourish the soul
Whether you are with us as a customer, a team member, or any other stakeholder,
we look for that emotional connection to build a long-lasting relationship.
Inspire our
people
Being part of
the family
Enhance our
estate
Celebrating
individuality
Evolve our
business
Always asking
what’s next
?
Own our
impact
Strong
This is why we do it!
Fuller, Smith & Turner P.L.C.6
In August 2024, we acquired Lovely Pubs
– seven stunning pubs in Warwickshire and
Worcestershire. These outstanding pubs are
a perfect fit with Fuller’s existing managed
pub estate – both geographically and
operationally. The seven pubs, six of which
are freehold, are all situated in affluent
commuter locations.
Lovely Pubs was established 30 years ago
and is an excellent business with outstanding,
well-invested sites offering delicious, fresh,
locally sourced food, a great drinks range
and a wonderful welcome. It aligns perfectly
with our premium business, adding scale to
our presence within our geography and is
a great next chapter in the Fuller’s story.
PUBS...
Strategy in Action
We have been keeping customers happy and looking after our team members
for 180 years, and we do that by having a clear purpose and mission, a distinct,
long-term strategy, and a simple set of values that we live and breathe
throughout our business.
Lead Your Way is the transformational
development programme that brings our
leadership principles to life. Centred around
human behaviour and the skills needed to be
a leader in 2025 and beyond, it develops our
leaders in line with our values.
In a rapidly evolving world, where leaders
navigate the complexities of five generations
in the workforce and an increasing demand
for courageous, human leadership, Lead Your
Way focuses on understanding and influencing
human behaviour – ensuring our leaders inspire,
connect, and lead with impact.
To date, we’ve invested in over 250 leaders
– including General Managers, Head Chefs,
Ops Managers and Support Centre leaders –
spanning more than 15 cohorts and counting.
Strategy in Action
Lovely
YOUR WAY
...
Lead
Annual Report and Accounts 2025 7
Overview Strategic Report Governance Financial Statements Additional Information
Investment Proposition
IN A POSITION OF
strength
We have a
clear strategy
We operate a family of 339
characterful pubs and hotels across
southern England and up as far
as Birmingham, with a premium
customer base. Our pubs are
operated locally, and our General
Managers and Tenants have the
freedom to build a business that’s
right for their communities and that
delivers great reasons to visit.
A market full
of opportunity
We operate pubs in areas where
incomes are traditionally more
resilient. Hospitality spend in these
regions is 6% higher than the UK
average and incomes are circa
13% higher. We know our customers
look for a great experience and
appreciate our premium offer and
increasing digital awareness allows
usto get even closer to them.
At our heart, we are
a family business
For customers, we maintain the
cherished ethos of ‘the local’. Our
team members are all part of our
family – and we create meaningful
career paths and invest in their
development. We love to see our
people progress and it’s part of
our long-term view. We are the
custodians of the Company with the
clear goal of passing it on in even
better health than we found it.
47%
of our pubs are located
inside the M25
48%
of our customers have a
household income in excess
of £60k
11 years
the average tenure of our
General Managers
For more information
see page 5
For more information
see page 18
For more information
see page 73
Fuller, Smith & Turner P.L.C.8
Fuller’s is a company that always takes a long-term view – and that gives us resilience
and confidence. We have an excellent investment case based on our robust strategy
and supported by our values. We always strive to be better than the generation before
and our focus is on ensuring we are even stronger for the generation to come.
Managing our
portfolio for
long-term value
We have an outstanding estate and
we own the freehold of 87% of the
pubs and hotels within it. We are
constantly investing to make sure
our properties remain at the peak of
perfection and we look to enhance
trade through investment.
Clear and consistent
capital allocation for
sustainable growth
Underpinned by an exceptionally
strong Balance Sheet, we invest
annually to grow capital value and
drive returns. We look to provide a
sustainable and progressive dividend
with a planned cover range of
2.5-3.0x and growth in line with EPS
growth to drive dividend yield. We
have a target of up to circa 3x net
debt / EBITDA and, if achieved,
surplus cash may be returned to
shareholders.
Owning our impact:
Life is too good
to waste
We aim to be Net Zero by 2030 at an
operational level and by 2040 across
our supply chain too. We already
source 100% renewable energy
and we strive to continue to reduce
our energy consumption. Across
the business, we are proud to be a
diverse place to work and we partner
with a number of great charities at
corporate and local level.
£28m
invested in our estate in the last
full year
6.5m
“A” Ordinary Shares bought back,
against the £8.30 price of the
equity placing in 2021 – a 26%
discount
32
electric kitchens across our
Managed Pubs and Hotels
For more information
see page 23
For more information
see page 33
For more information
see page 24
Annual Report and Accounts 2025 9
Overview Strategic Report Governance Financial Statements Additional Information
“Throughout my tenure I have strived
to make sure that the Board protects
and develops Fuller’s to ensure it is in
an even stronger position for the next
generation.”
Michael Turner
Chairman
progress
Chairman’s Statement
GREAT AND
GROWTH IN ALL AREAS
OF THE BUSINESS
Adjusted profits in the year are up 32%
to £27 million driven by our excellent like
for like sales growth of 5.2%. Particularly
pleasing is the progress of two important
measures for shareholders – adjusted
earnings per share, which are up an
extremely impressive 40%, and total
dividends per share, which have
increased by 11% – demonstrating
our commitment to a progressive
dividend policy.
This strong performance has been
achieved despite the business operating
in a challenging and, at times, volatile
economic environment. The geopolitical
situation has caused uncertainty in global
markets and the decisions made by The
Chancellor in her October budget hit the
sector hard and reduced confidence in
hospitality stocks. The changes to National
Insurance contributions took everyone
by surprise and I fear it could be terminal
for a number of smaller operators in
ourmarket.
The financial prudence that Fuller’s has
adhered to for decades has always
provided a solid foundation for the
business to grow and develop and we
are in the best possible position today.
The Company is very different in its
composition to the one I joined in 1978
– but I am delighted to say that it has
neverbeen stronger.
In my final year as
Chairman, I am delighted
to reflect on such an
excellent 12 months
for your Company.
Fuller, Smith & Turner P.L.C.10
While the trading divisions may be
different – with the off licence business
and brewery having been divested –
our values of family, respect, longevity
and always doing things the right way
have remained intact and continue
tounderpin the way we do business.
During the year, I have been impressed
with our continued commitment to our
people and our properties. We deliver
outstanding training programmes that
enable us to attract and retain the best
people, growing our talent from within
wherever possible. I have also been
delighted with our excellent refurbishment
programme – always undertaken with our
premium customer in mind, keeping our
businesses fresh and relevant. Schemes
such as The Head of the River in Oxford –
now a fully electric hotel – underpin our
commitment to sustainability, while others
– like The Chamberlain Hotel in the City of
London – ensure we maintain our market-
leading position.
We have made some changes to the
Board during the year, with Helen Jones
retiring and Jane Bednall joining. I
would like to thank Helen for her overall
contribution and particularly for chairing
the Remuneration Committee and her
excellent work supporting employee
engagement. I am delighted to welcome
Jane who brings a wealth of relevant
experience and who will take over this
important people role.
On the financial front, we continue to
leverage our excellent capital allocation
framework, and I’m delighted to see
a continuation of our share buyback
programme. Your Company is in rude
financial health and well-placed for
whatever the world throws our way.
Dividend
The Board is pleased to announce a
final dividend of 12.35p (FY2024: 11.12p)
per 40p “A" and “C" Ordinary Share
and 1.235p (FY2024: 1.112p) per 4p “B"
Ordinary Share, representing an increase
of 11%. This will be paid on 24 July 2025
to shareholders on the share register
as at 4 July 2025. The total dividend of
19.76p (FY2024: 17.75p) per 40p “A"
and “C" Ordinary Share and 1.976p
(FY2024: 1.775p) per 4p “B" Ordinary Share
represents a 11% year on year increase.
A fond farewell
It has been an incredible honour and a
real privilege to have had the opportunity
to contribute to advancing the Fuller’s
business during my 47 years with the
Company. Over the past 33 years, I
have been fortunate to fulfil the roles
of Managing Director, Chief Executive
and in 2007 I took over from my mentor,
Anthony Fuller, as Chairman. During that
time, I have been blessed enough to
work with some very gifted individuals,
who were part of great teams within our
business, and our success over the last
three decades is due to them. I would like
to thank all of them for making my job so
fulfilling and such fun. I will be retiring at
the AGM on 22 July this year.
Throughout my tenure I have strived to
make sure that the Board protects and
develops Fuller’s to ensure it is in an even
stronger position for the next generation.
The strength of performance of the
business over the last year provides me
with comfort that we have succeeded
inthat objective.
In Simon Emeny, with whom I have
worked for 28 years, we have an
excellent new Executive Chairman, and
I have no doubt that he will continue to
promote our ethos. He may be the first
Chairman of this amazing Company who
is not a member of the three founding
families – but he truly is family in all but
name. His dedication, commitment
and, most importantly, achievements
for Fuller’s are second to none and I am
delighted to be handing over the reins to
such a strong successor.
Simon has an excellent team to support
him. I will be watching with pride and
look forward to seeing the results of his
stewardship. He is more than a colleague
– I count him as a true friend, and I wish
him every success in the future.
Finally, I wish to pay tribute to our
incredible team members across the
business. They are the people who delight
our customers every day – and they
are the source of our success. I have
loved working with them, and I would
like to thank those who work for us now,
and those who have contributed to our
success during my tenure. Our team
members really do make the difference
and enable us to stand apart from our
peers. Thank you for your hard work,
yourloyalty and your good humour.
Michael Turner
Chairman
10 June 2025
Annual Report and Accounts 2025
11
Overview Strategic Report Governance Financial Statements Additional Information
right way
part family
what's next?
individuality
It’s our people that make Fuller’s so special.
Investing in our employees has ensured we
have some of the best team members in
the industry. Our commitment to offering
development opportunities to our colleagues
sets us apart. During 2025, we will be opening
our new development kitchen, Fuller’s Kitchen
Academy, in Reading. The academy – which
underpins our position as a leader in food
excellence – will be a purpose-built training
kitchen to inspire creativity and for all our
chefs to continue to develop their skills and
capabilities throughout their Fuller’s careers.
Our values:
FULLER’S
Celebrating
Doing things the
Being of the
Always asking
Fuller, Smith & Turner P.L.C.12
“It’s fantastic that Fuller’s is investing
in chefs through the new Kitchen
Academy. It’s important to our chefs
that they always keep developing
and learning new skills, and this
investment is exactly what is needed
to ensure we have an engaged and
inspired team to consistently deliver
outstanding dishes.”
Luke Davies
Chef Skills Training Manager
FULLER’S
people
MAKE THE
DIFFERENCE
Annual Report and Accounts 2025 13
Overview Strategic Report Governance Financial Statements Additional Information
Chief Executive’s Review
AN YEAR
FOR THE COMPANY
outstanding
“We have been effectively
implementing our capital allocation
framework to secure the financial
strength of the business and enhance
returns for shareholders.”
Simon Emeny
Chief Executive
It has been an excellent
year for Fuller’s. We have
continued to build on our
existing momentum and
have delivered strong like
for like sales growth in
our Managed Pubs and
Hotels of 5.2%. We have
converted this strong
revenue growth into
improved profitability
which, combined with
effective capital allocation,
has delivered impressive
adjusted earnings per
share growth of 40%.
Fuller, Smith & Turner P.L.C.14
Q
Fuller’s has a very clear strategy
that drives the business. How has
the Company delivered against
its strategic objectives this year?
A
I am delighted with the progress
we have made this year.
Financially we have continued to grow
across all metrics, but more significantly
for a Company like Fuller’s, we have
delivered against our strategic objectives
– contributing to the long-term results that
are so important to us. We have never
been a Company that focuses on one
good year – and in the current, unstable
geopolitical environment, a pathway that
delivers steady growth over many years
is beneficial and financially rewarding for
all our stakeholders.
Our long-term strategy and vision remain
unchanged, and it is worth reflecting
on the actions we have taken since the
sale of the brewing business in 2019.
Covid had a huge short-term impact,
particularly for a business like ours
which has high exposure to the City,
where changes to working practices
had significant repercussions. However,
we wanted to take our time to really
understand the marketplace before
taking long-term strategic moves.
And then we did make some significant
moves designed to strengthen the
long-term prospects of the business. We
transferred 23 high quality but smaller
managed pubs that we believed would
be more profitable and sustainable as
Tenanted Inns. We then sold 37 non-
core Tenanted pubs. The results of these
actions have enhanced the quality of the
Tenanted estate, which we believe to be
the best invested estate in the sector.
The disposal of the tenanted sites
generated £18 million of capital that we
put to work with the acquisition of Lovely
Pubs – seven top end Managed Houses
that were in our sweet spot and which
immediately enhanced our existing,
excellent Managed estate.
As well as these big strategic moves we
have consciously maintained a high level
of capital investment in our existing pub
and hotel estate to ensure that we have
pulled Fuller’s further away from the rest
of the industry in terms of providing great
environments and experiences for our
premium customer base.
In addition, we have been effectively
implementing our capital allocation
framework to secure the financial
strength of the business and enhance
returns for shareholders. This improved
financial strength has been recognised
by the banking markets as evidenced
by our recent bank refinancing, where
we agreed with our existing relationship
lenders a new £185 million bank facility
for the next three years at a significantly
lower cost. This provides the business
with headroom to enable further capital
investment and acquisitions at a lower
annual interest rate.
In market conditions where equity
values are low, particularly relative to
the asset value of the business, we see
significant value for shareholders through
the implementation of a share buyback
programme. Between September 2022
and January 2025, we acquired 6.5 million
“A" Ordinary Shares, representing 12% of
the Company’s total Shares in issue, at a
total cost of £39.8 million and an average
purchase price of £6.13 per share.
This represents a 26% discount to the
£8.30 price of the 6.5 million equity raise
in September 2021. As well as the strong
economic rationale for share buybacks,
they also help to enhance adjusted
earnings per share which, in combination
with the improved underlying profits of
business, have improved by an impressive
40% thisyear.
Q
You have delivered strong like
for like growth over the year and
margin improvement. How have
you achieved this?
A
While the Board is focused on
the strategic changes described
above, our Executive Team has worked
in harmony on delivering our operational
targets. We have achieved this by
focusing on our customers, to grow sales,
and our people and processes, to deliver
margin improvement.
The key to sales growth has been
driven by the excellent work we have
undertaken to gain an even deeper
understanding of our customers. Not just
who they are, but where they spend their
money, what drives decisions around
choice of location and frequency of visit,
and finally ensuring that our marketing
attracts them in the first instance and
retains them going forwards.
This has given us an edge on our
competition and the premium nature of
our customer base makes them far more
resilient in turbulent times.
Meanwhile, we have invested in our
infrastructure – for example by expanding
the breadth and quality of our Food
and Drink team which has resulted in
improvements in our supply chain and
contributed to margin growth.
5.3%
Rise in like for like drinks sales
4.8%
Rise in like for like food sales
5.4%
Rise in like for like
accommodation sales
Annual Report and Accounts 2025 15
Overview Strategic Report Governance Financial Statements Additional Information
Chief Executive’s Review
Continued
Likewise, the targeted programme
of refurbishments – which we have
maintained while others in the sector curb
investment – delivers on our objective
of continually enhancing our estate. It is
always difficult to choose to close a pub
or hotel – but taking those bold, short-
term decisions to close, results in a much
stronger, faster growth when you reopen.
Timing is crucial and that is why, during
the last year, we closed and refurbished
sites like The Drayton Court Hotel in West
Ealing, where we are benefiting from the
Elizabeth Line station.
We have a young and ambitious
management team that are focused on
building sales, while enhancing margins,
to ensure that our growth is sustainable,
consistent and long-term.
Q
There has been a lot in the news
about the cost pressures caused
by Government actions and
uncertainly in the markets –
how are you dealing with this?
A
While we have always been
prepared for the rising costs of
the National Living Wage, the changes
to Employers’ National Insurance
Contributions caught us – and everyone
else – by surprise. Combined, these
added £8 million to our wage bill.
Obviously this wasn’t great news – but
we are well-funded and have a fantastic
understanding of our business and the
levers we can use to respond to these
additional cost pressures. While it is likely
the impact of these changes could be
terminal for some businesses – we will
play to our strengths, double down on
costs and seize every opportunity to
gain market share and increase spend
perhead.
What is more frustrating from
Government, is the constant drip feed
of additional and often unnecessary
costs that it seems intent on layering
onto hospitality businesses – almost
completely contradicting its own growth
agenda. The introduction of Extended
Producer Responsibility, which sees
hospitality businesses paying twice for
their waste collection is one example,
and the potential ramifications of the
Employee Rights bill should not be
underestimated. We do, however, have
a number of channels through which
we communicate and feedback to
Government and we will continue to
do so both directly and through our
tradeassociations.
Q
We’ve heard much about the
impact of the rising cost of
people – and Fuller’s is a
labour-intensive business.
How are you tackling this?
A
We have always talked about the
fact that it is our people that make
the difference – which is why we have
invested heavily in people development
over recent years. I think this is going
to enable us to tackle these issues in a
slightly different way to our competitors.
The Lead your Way programme has
now been completed by 159 of our
General Managers, with a further 12 who
have just started. In addition, 62 of our
Head Chefs are already undertaking
the programme, with another 36
booked for later in the year and 21 of
our Support Centre leaders are also close
to completion. We are already seeing
the benefits and this commitment to
developing leadership skills should
help us to tackle the issues that arise.
By investing in our leaders at site level,
we can give them the skills to manage
their teams, with an eye on labour costs,
but with tools that go beyond a blunt
instrument that just cuts hours. We want
them to think about the make-up of their
teams, playing to the strengths of the
individuals and finding ways to ensure
that all our team members deliver their
full potential – which we know will help
keep those labour costs down.
Fuller, Smith & Turner P.L.C.
16
What we won’t be doing is cutting back
on our investment in people – they are
the ones that make the difference every
day and in order to deliver our purpose
of creating experiences that nourish the
soul, we need to continue to recruit,
develop and retain the best team
members in the hospitality sector.
Q
You are going to be stepping up
to a new role – will this be a big
change for both you and Fuller’s?
A
Firstly, I would like to pay tribute
to Michael Turner. Since the day I
joined Fuller’s in 1996, Michael has been
inspirational and supportive. I have
always been so proud to play a role in
this Company – but it is testament to
Michael’s leadership that he provided
the direction and created the framework
that has allowed this business to flourish.
If you look back at some of the decisions
that Michael has made during his tenure
– they clearly lay out the path that has
taken Fuller’s to such success. He made
a key decision to sell the wine shops in
early 2000 and he was instrumental in
the acquisition of Gales and its 111 pubs
in 2005, which completely changed the
nature of our retail estate and paved the
way for our future direction. Finally, of
course, as Chairman he played a leading
role in the sale of the brewery to Asahi.
The great condition that Fuller’s is in today
is testament to his vision and courage.
We have worked so closely together
over the last three decades, that I hope
we can make the transition as seamless
as possible – and the strength of Fuller’s
values will ensure continuity.
Michael has allowed me to shape the
Company since taking on the Chief
Executive mantle and it is another
example of Fuller’s clarity of vision that
we have been working towards this point,
together, for sometime.
Q
What are your objectives for the
coming year?
A
Our objectives as a Board and as
an Executive Team are to continue
to deliver our long-term strategy – and we
are well-placed to do that. In addition,
we have set out a number of key priorities
for the year, which we have shared with
the business. These priorities include a
focus on growth, a winning customer
proposition, a new people deal, being fit
for the future, delivering on our climate
change commitments and exploring the
opportunities provided by AI.
The customer-focused work that we have
carried out over the last two years has
led us to make a small, but significant,
change to the operational structure –
with the creation of three clear, customer-
focused divisions – Destination, Premium
Neighbourhoods and London City. Each
has a Head of Operations, who will
continue to report into Fred Turner, and
the change allows us to further target
our activity and leverage operational
similarities around our key, premium,
customer groups.
In addition, Fred Turner is being promoted
to Chief Operating Officer, which will
broaden his responsibilities, bringing sales,
marketing and operations across both
Managed and Tenanted together.
We worked with Hospitality Data Insights to build customer
segmentations based on our customers’ and our
competitors’ customers’ spendingpatterns.
We arrived at 11 customer segments in total who visit our
pubs and hotels for different occasions throughout the
week. By understanding and interrogating the data, we
were able to build pen portraits of each customer group
– which helped identify who are the major and most
valuable groups and who the important secondary groups
are. By gaining a better understanding of our customers,
we have developed 11 propositions that will drive the best
performance through a winning customer formula.
CUSTOMER
Strategy in Action
data
This is a natural progression for Fred,
will improve connectivity and synergy
between our sales, marketing and
operations functions, and I am delighted
to see his achievements recognised with
this additional responsibility. We already
work closely together and will continue
to do so to deliver our goals, our strategy
and the Company’s vision.
Q
Where would you like the business
to be in 12 months’ time?
A
I’d like to be in a similar position
to where we are today – delivering
an outstanding set of results that reflect
progress in the business and growth in
our financial metrics. I think it’s going to
be a tough 12 months, but we are in the
strongest possible position to face the
coming challenges.
Our estate is well invested, predominately
freehold, and full of iconic gems in
wonderful locations. Our people are
dedicated, invested in and engaged
and our customers are more resilient to
economic turbulence than most. Finally,
our financial position is robust, and we
make sensible decisions for the long term.
I have no doubt that interesting times
are ahead – but I’m looking forward with
confidence and excitement.
Simon Emeny
Chief Executive
10 June 2025
Annual Report and Accounts 2025
17
Overview Strategic Report Governance Financial Statements Additional Information
Business Model
Our business model is designed
to create experiences that...
Our resources
At our heart are the two most visible resources that make Fuller’s what it
is – our iconic, predominately freehold estate in stunning locations, and
our amazing, talented team members. These two essential ingredients
are underpinned by a prudent and responsible approach to financial
management and a strong, well-marketed customer offer.
THE SOUL
nourish
TRULY ICONIC SITES
Well-invested properties in great locations
Our predominately freehold estate is mainly located in
the South of England. It is a great balance, with rural,
suburban and urban sites. It includes some truly iconic sites
such as The Still & West in Old Portsmouth and The Churchill
Arms in Notting Hill. During the year we added eight new
sites – seven in and around villages in Warwickshire and
Worcestershire and The White Swan at Twickenham.
AN EXCELLENT CUSTOMER OFFER
Targeted to our premium, discerning
audience
We are famous for delicious, fresh, seasonal food and an
extensive range of beers, wines, spirits and soft drinks, as
well as over 1,000 boutique bedrooms. We have a clear
vision to deliver memorable experiences that ensure our
customers leave happier than when they arrived. We know
our customers inside and out and leverage the similarities
across our estate, while ensuring our pubs never lose their
individualidentities.
GREAT USE OF DIGITAL TECHNOLOGY
An outstanding customer experience
fromlog on to check out
We have a myriad of digital touch points for the consumer
in both pubs and hotels that, to achieve optimal efficiency
and a frictionless journey, all need to be seamlessly
interlinked. In addition, continued development of our digital
technologies and systems further enhances our customer
knowledge and understanding and creates efficiencies in
our internalprocesses.
FINANCIAL STRENGTH
A capital allocation policy designed
forgrowth
Our strong Balance Sheet and prudent approach to cash
management ensure that we are well placed to grow both
organically and through acquisition.
ENTREPRENEURIAL TENANTS
An outstanding collection of Tenanted Inns
run by dedicated and inspirational Tenants
To complement our Managed Pubs and Hotels, we have
an excellent Tenanted estate. Our Tenants are innovative,
dedicated and inspiring and they generate a strong
cash flow for the business. Having both Managed and
Tenanted models within Fuller’s also allows us to optimise
the right business model for each site, giving us flexibility
andopportunity.
ENGAGED AND TALENTED PEOPLE
We recruit, develop and retain the best
Our people make the real difference to our business.
Whether dealing with consumers or colleagues, they deliver
outstanding service from bar to boardroom. Our purpose
is to create experiences that nourish the soul – and we
strive to ensure that everyone knows the key role they play
in delivering our purpose, vision and strategy. Our suite of
bespoke training programmes ensures we continuously
develop ourpeople, in line with our culture and values.
→
Read more on page 9
Fuller, Smith & Turner P.L.C.18
What we do
We own and operate 339 pubs
across the South of England, comprising
186 Managed Pubs and Hotels, with
1,028 bedrooms, and 153 Tenanted Inns.
Outcomes and impact
Creating and sharing value
with our stakeholders.
Suppliers
124
Different cask beers
sold in FY2025
Communities
£185k
Donated to Special
Olympics GB
Tenants
96%
Tenants on substantive
agreements
£89k
Donated to
local causes
5%
Rise in Tenanted
Inns profit
People
23
Different training
programmes delivered
Shareholders
19.76p
Total dividend
Underpinned by our commitment
to sustainability
Customers
5.1m
Customers on
our database
REVENUE
GENERATION
Revenues come from two main
sources – through operations in
our Managed Pubs and Hotels
and our Tenanted Inns.
CONTINUOUS
SUPPLIER
COLLABORATION
We work closely with our
suppliers in the spirit of mutual
collaboration to ensure that
we have the best products,
tailored to our premium
customer base, to deliver an
outstanding customer offer.
REINVESTMENT
AND
REFURBISHMENT
Keeping our fantastic, iconic
properties in first-class condition
is a key tenet for Fuller’s and
adds to ensuring a fantastic
customer experience.
Life is too
good to waste
→
Read more about our commitment to our people,
our planet and our communities on page 24
Read more on page 23
Annual Report and Accounts 2025 19
Overview Strategic Report Governance Financial Statements Additional Information
Iconic
“We recently reopened The Head
of the River, a stunning site sat
on the banks of the Thames in
Oxford, now a fully electric hotel
following a full refurbishment. In
total, we now have three sites that
are fully electric and a further 29
with primarily electric kitchens.
In purchasing our electricity
from renewable sources, we are
reducing our carbon footprint
and achieving a return on the
investment in three to four years.”
Peter Turner
Property Director
Fuller, Smith & Turner P.L.C.20
PLACES
TO MAKE MEMORIES IN
Famous for beautiful pubs and hotels
We pride ourselves on our portfolio of beautiful properties
– each different from the next. We prioritise investing in
these sites to ensure they always have that premium feel
that our customers expect. Enhancing our estate is one
of the pillars of our strategy. Investment in our properties,
with a focus on sustainability and well-placed acquisitions,
protects the fabric of our estate and ensures that Fuller’s
continues to grow as it has done for the last 180 years.
Annual Report and Accounts 2025 21
Overview Strategic Report Governance Financial Statements Additional Information
Surprise and delight with distinctive service
• Every venue will be an individual experience
• Every team member trained in service
• An inspirational service coach at every site
• Reward and recognition for great service
• Measure through NPS.
Tailor the experience in every pub and hotel
• Empower our leaders to deliver a high quality, flexible
offering that fits local customer needs
• Indulgent, great British pub classics with a modern twist,
using seasonal ingredients on the menu
• Broad selection of beers, wines and spirits, plus artisan
drinks ranges, served by knowledgeable team members
•
Beautiful bedrooms, individually styled with the highest
quality standards
• Delivering sector-leading like for like sales growth.
Create a smoother customer journey
• Continue to improve our understanding of our customers
• Optimise customers’ digital journey for seamless interaction
• Continually evolve our bookings process to integrate and
improve functionality
• Improve digital methods of communication and marketing
through a multi-channel approach.
Attract new customers and increase visit frequency
• Extend our appeal to a broader customer base using
tools like prix fixe menus
•
Deliver experience-led events to drive frequency
and spend
•
Drive a culture to maximise sales from event spaces.
Create a workplace where everyone feels they belong
• Deliver our inclusion action plan
• Train and develop our people in inclusive leadership
• Create an inclusive culture through events and
celebrations.
Appreciate and value our colleagues
• Further develop our listening culture using a range of
tools including The Happiness Index survey, Fuller’s Forum,
My V
oice, and Employee Network Groups
• Further develop our package to attract, retain and
encourage development
• Evolve our distinctive benefits package.
Support and encourage career development
• Focus on internal promotions, particularly at General
Manager level
• Provide at least 100 apprentices with career opportunities
every year
• Develop our chefs through the Fuller’s Chefs’ Guild.
Attract the best talent
• Grow our True to You employer brand
• Utilise Brilliant Recruitment, our new recruitment system
and practices
•
Recruit for personality and train for skill.
Delight our customers Inspire our people
Strategic Performance
Through our long-term strategy, we’re crafting a distinctive
family of pubs and hotels where people feel they belong.
2026 priorities
• Continue to work with our teams to Be the Difference
and deliver exceptional customer service every time
•
Deliver an outstanding programme of reasons to visit
and growth across all metrics
•
Build on the opportunities from live sport in pubs.
2026 priorities
• Continue our Lead Your Way journey – completing the roll
out to Head Chefs and delivering an ongoing programme
for new-to-Fuller’s managers
• Continue to respond to and build the Happiness Index –
looking to maintain high response rate and continue to
improve happiness and engagement
• Reinvigorate the Chefs’ Guild and develop the Fuller’s
Kitchen Academy.
Fuller, Smith & Turner P.L.C.22
Care for our estate
• Continue to look after the fabric
of our estate
•
Utilise skills within the team and
our pool of designers to enhance
our of
fer
• Continue to uphold the highest
standards in the industry
• Ensure the estate and capital value
are protected for future generations.
Evolve through transformational
investment
• Maximise the potential of our
estate by evolving our pubs
through investment
•
Optimise our portfolio through
active asset management
•
Constantly assess optimal
operating model for each site
•
Work with and invest alongside
our Tenants to drive returns.
Invest in growing the estate
• Invest in markets where we
already excel
•
Add scale to our core premium
pub and hotel estate
•
Complement the existing business in
high income, premium demographic
areas, with predominately freehold
assets, and in-filling geographical
gaps.
Innovate to excite future
consumers
• Evolve and innovate our proposition
to adapt to changes in consumer
behaviour.
Grow our profitability
• Ensure our strategy is executed
across the business to achieve our
like for like sales growth ambition
• Grow EBITDA margins by growing
sales, effective labour management
and scheduling, and agile product
portfolio management
• Mitigate central costs by improving
the efficiency of processes
• Leverage the full benefits of our
investment in systems to maximise
efficiency.
Enhance our supplier
partnerships
• Build genuine long-term partnerships
• Source authentic food and drink
products, focusing around the
seasons
• Continue our positive relationship
with Asahi
• Leverage the appeal of our
customer base and geographic
position of our estate to retain
and attract the best suppliers.
Take action to protect and
respect our planet
• Decarbonise our business to support
our target to be operationally Net
Zero by 2030
• Focus on measuring and reducing
food waste in line with our
agreement to WRAP's Food and
Drink Pact
• Work with our suppliers to ensure
their sustainability journey is aligned
with ours.
Create spaces for communities
to connect and feel welcome
• Encourage our teams to connect
with local causes and charities.
Care for our people and foster
a sense of belonging
• Continue to listen to our team
members through the Happiness
Index survey, My Voice and Forums.
Enhance our estate Evolve our business Own our impact
2026 priorities
• Targeted capital investment of
£30 million to deliver returns and
enhance the value of our estate
• Invest in growing the estate.
2026 priorities
• Further drive pre-booked sales
through our internal sales team
and using our digital connectivity
•
Build on our brand proposition
work to ensure we are tailoring
the experience for our premium
customer base.
2026 priorities
• Further reductions in gas usage
through focused behavioural
change and the conversion of
kitchens to electric power
• Further develop our corporate
partnership with Special Olympics
Great Britain and improve team
involvement and customer
engagement with it.
Annual Report and Accounts 2025 23
Overview Strategic Report Governance Financial Statements Additional Information
Sustainability Report
Our sustainability
programme,
Life is too
good to waste
, underpins
everything we do
here at Fuller’s. As an
organisation with a rich
heritage, and as industry
leaders, we must lead by
example and take our role
seriously in protecting
what’s important – our
people, our planet and
ourcommunities.
Q
What does sustainability
mean toFuller’s?
A
Sustainability at Fuller’s is not only
about our responsibility to look after
the environment, but our responsibility for
our people and communities too – and
it is embedded in everything we do. This
year, we’re celebrating 180 years as a
company and by acting sustainably,
we’re securing a future for what I hope
isanother 180 years.
Furthermore, we have created the Our
Planet Steering Committee to oversee all
environmental, sustainability and climate
work in the business.
“By acting sustainably, we’re
securing a future for what I
hope is another 180 years.”
Fred Turner
Retail Director
September 2017
Installed our first EV
charging points.
December 2020
Became founding members
of the Zero Carbon Forum.
March 2022
Committed to sending zero
waste to landfill through
our partnership with Veolia.
Our sustainability journey so far
LIFE IS TOO
TO WASTE
good
Q
What are your
immediate priorities?
A
We are transitioning a number of
our kitchens from gas to electricity.
With a commitment to procuring 100%
renewable electricity, this delivers a
significant reduction in operational
carbon. We have already installed
32 electric kitchens and have a further
26 planned for the coming year. This will
mean that almost a third of the kitchens
in our Managed Pubs and Hotels will be
electric by the end of FY2026.
We are also prioritising supplier
engagement, to ensure they are aligned
with our ambition to be Net Zero by 2040.
And finally, we have recently renewed
our partnership with Special Olympics GB
and will be working closely with them to
maximise fundraising and continue our
work to support both customers and team
members with intellectual disabilities.
Q
What are your
long-term plans?
A
We are in the process of developing
our climate transition plan to
achieve our Net Zero targets for 2030
and 2040. We aim to publish this over
the coming months.
As signatories to WRAP’s Food and
Drink Pact (formerly the Courtauld
Commitment), we have pledged to halve
our food waste by 2030. We are working
with our teams to arm them with the tools
and tips they need to reach that target.
On the people front, we’re prioritising
inclusivity and will strive to create an
environment based on safety, care and
respect for our team members, customers,
and all those we engage with.
Fred Turner
Retail Director
10 June 2025
Fuller, Smith & Turner P.L.C.24
Our sustainability framework
Our people are the key to our
success. We have confidence
in our team members across the
business and we want to make
sure that they have confidence in
us. We are committed to creating
inclusive workspaces – where
everyone can belong. Our team
members’ individualities are what
makes Fuller’s such a vibrant and
inspiring place to work, and we
aim to support everyone’s right to
be themselves. We are proud to
celebrate individuality.
Focus areas
• Safety, care and respect
• Lead Your Way
• Inclusion
April 2023
Reopened The Admiralty
as our first fully electric pub.
September 2024
Began partnership with EV
charging provider, Instavolt.
February 2025
Hit £1m donation milestone
for Special Olympics GB.
Our people
Fuller’s pubs and hotels have
always been at the heart of their
communities. The Fuller’s cartouche
above the door is a strong image
that our communities know they
can rely on. We are committed
to donating the equivalent of
1% of our profits to charity – but
we also provide a place for
locals to host events, gather with
likeminded people and make new
connections.
Focus areas
• Special Olympics GB
• WEST Youth Zone
• Local causes
Our communities
Always asking what’s next? has kept
Fuller’s thriving for 180 years. We
know a healthy planet is essential to
the future of our business, our people
and our communities. We need to
deliver on our ambition to limit the
impact of this change through our
commitment to achieving Net Zero
emissions in our operations and
across our supply chain. This, among
other initiatives, will ensure we play
our part in protecting our planet.
Our planet
Focus areas
• Our commitment to Net Zero
• Reduce, reuse, recycle more
• Sourcing for the planet
Introducing
Strategy in Action
We introduced Grassroots beef to the menus of our six Bel & The Dragon sites in
July 2024. Beef accounts for over a quarter of our Scope 3 carbon emissions –
so it’s important to look at how we can continue to serve our customers the high
quality dishes they expect, while reducing our impact on the planet. Grassroots
beef produces 52% less carbon compared with typical beef herds in the UK.
Feedback from our customers shows that Grassroots beef is exceptionally high
quality. Following this successful launch, we introduced Grassroots beef into our
Cotswold Inns & Hotels sites – further reducing our emissions related to beef as
well as offering our customers high quality, ethical and sustainably sourced beef.
GRASSROOTS BEEF
Annual Report and Accounts 2025 25
Overview Strategic Report Governance Financial Statements Additional Information
Sustainability Report
Continued
Our progress
Our people
Our communities
Our planet
• This year, we launched our first colleague network group, Thrive
Together, to promote physical, mental, and financial wellbeing
across the business.
• We launched Call Time On It – our bold, long-term commitment
to creating safe, welcoming spaces and taking a stand against
unacceptable behaviour. We are empowering our colleagues to
call out unacceptable behaviour wherever it comes from – whether
they witness it or experience it – knowing Fuller’s will support them.
Our teams shaped every aspect of this initiative. To help implement
it in our pubs and hotels, we have invested in rolling out face to
face training for both General Managers and Head Chefs – to help
create spaces where everyone feels safe, cared for and respected.
• We opened up our award-winning development programme,
Lead Your Way, to our Head Chefs. The first cohort saw 14 Head
Chefs – with 124 combined years at Fuller’s – embark on the
programme that empowers our leaders with the knowledge,
skills, and insights to drive positive change by aligning leadership
behaviours with our corevalues.
• Continue our work around inclusion events – celebrating
difference and recognising key dates in our inclusion
calendar.
• Celebrate LGBT+ history month with more employee-
driven content.
• We will continue to roll out training for all outlining what
DE&I means for us and our business – encouraging
allyship.
• We will continue our work supporting neurodiversity in
the workplace – working with our charity partner Special
Olympics GB.
• More inclusion events throughout the year. We held Diwali
celebrations at Pier House and in some of our pubs which
was well received by our colleagues. Our priority is to
continue to build on celebrating difference and we will
hold more events across the year.
• Work with our colleagues to create informative and
engaging content to educate and inform on LGBT+ History
Month. We started this work this year with webinars with
Checking-IN, an LGBT+ hospitality network and a podcast
with team members on what it is like to be an ally. We will
build on this and work with our LGBT+ colleagues and allies
to share more content internally and externally for LGBT+
History Month 2026.
• In May 2024, after an extensive refurbishment, we reopened
The Head of the River in Oxford as our first fully electric hotel.
• By committing to procuring 100% renewable electricity in 2021,
we halved our Scope 2 CO
2
emissions overnight. Since then,
we have continued to reduce our CO
2
emissions year on year –
with an absolute reduction of 3.4% this year and an 8% like for like
reduction in gas usage. We expect the emissions to continue to
follow this trajectory andto drop in line with our 2030 operational
Net Zero targets.
• Our recycling rate continues to improve – this year, we reached
65%. We have used our internal training platform, Attensi, to create
short modules on recycling as well as sharing resources around the
importance of recycling and where waste ends up. Our Sustainability
Champions were invited to one of Veolia’s waste management
facilities to see how and where waste is recycled.
• We will keep engaging our teams on climate change
through Attensi training, helping them understand their
impact and actions they can take.
• As part of our commitment to WRAP’s Food and Drink
Pact, we will build on our work on reducing food waste
related to Sunday lunches – through chef training,
dish optimisation, improved portion control and food
redistribution.
• Continue to work with our suppliers to improve the
reporting of supply chain emissions (Scope 3) and
identify opportunities to reduce through better sourcing
as well as improved food production and logistics.
• Delivery of 26 further kitchen electrification schemes
inFY2026.
• Following the introduction of new Government legislation,
Simpler Recycling, in March 2025, deliver on our
commitment to recycle 70% of our waste and send zero
waste to landfill.
• Further Attensi training rolled out to all team members
to help support understanding of the impact of climate
change and the measures we take to tackle it.
• Develop our climate transition plan to clearly lay out our
pathway to Net Zero in partnership with our suppliers.
• Our fundraising total for our charity partner Special Olympics GB
surpassed £1million. This year, we fundraised through the annual
Bridge Walk and charity football tournament which raised £28,500
and£21,000, respectively. We also donate 50p for every kids’ meal
soldto the charity – and this year, sales raised £135,000.
• We encourage our team members to fundraise and support charities
and causes that are local to them. To make this easier, we have
created a specific till button they can use to donate money to
charity. As well as a till button for Special Olympics GB and one for
the Disaster Emergency Committee (DEC), the third charity till button
can be used for raising money for their chosen charity through ticket
sales, events or other fundraising initiatives the pub may have on.
• Evolve our partnership with Special Olympics GB.
Having renewed our partnership with our main charity
partner, working on an even more holistic approach to
the partnership will be a priority.
• Work closely with WEST Youth Zone to offer their young
people the opportunity to learn skills such as cooking
and to open doors to employment options that may
have not presented themselves before.
• Further engagement from our team members with Special
Olympics GB. We will encourage our teams to work with the
charity to connect pubs to local Special Olympics GB sports
clubs – creating community connections at a local level.
We will continue our work around recruiting people with
intellectual disabilities.
• Awareness and engagement with our Support Centre team
members and WEST Youth Zone. Advertise volunteering
opportunities to our teams at Pier House and encourage
the teams to engage with the charity. Attend recruitment
fairs and share information on applying for apprenticeships.
Our sustainability framework
Fuller, Smith & Turner P.L.C.26
Our priorities Performance indicators
• This year, we launched our first colleague network group, Thrive
Together, to promote physical, mental, and financial wellbeing
across the business.
• We launched Call Time On It – our bold, long-term commitment
to creating safe, welcoming spaces and taking a stand against
unacceptable behaviour. We are empowering our colleagues to
call out unacceptable behaviour wherever it comes from – whether
they witness it or experience it – knowing Fuller’s will support them.
Our teams shaped every aspect of this initiative. To help implement
it in our pubs and hotels, we have invested in rolling out face to
face training for both General Managers and Head Chefs – to help
create spaces where everyone feels safe, cared for and respected.
• We opened up our award-winning development programme,
Lead Your Way, to our Head Chefs. The first cohort saw 14 Head
Chefs – with 124 combined years at Fuller’s – embark on the
programme that empowers our leaders with the knowledge,
skills, and insights to drive positive change by aligning leadership
behaviours with our corevalues.
• Continue our work around inclusion events – celebrating
difference and recognising key dates in our inclusion
calendar.
• Celebrate LGBT+ history month with more employee-
driven content.
• We will continue to roll out training for all outlining what
DE&I means for us and our business – encouraging
allyship.
• We will continue our work supporting neurodiversity in
the workplace – working with our charity partner Special
Olympics GB.
• More inclusion events throughout the year. We held Diwali
celebrations at Pier House and in some of our pubs which
was well received by our colleagues. Our priority is to
continue to build on celebrating difference and we will
hold more events across the year.
• Work with our colleagues to create informative and
engaging content to educate and inform on LGBT+ History
Month. We started this work this year with webinars with
Checking-IN, an LGBT+ hospitality network and a podcast
with team members on what it is like to be an ally. We will
build on this and work with our LGBT+ colleagues and allies
to share more content internally and externally for LGBT+
History Month 2026.
• In May 2024, after an extensive refurbishment, we reopened
The Head of the River in Oxford as our first fully electric hotel.
• By committing to procuring 100% renewable electricity in 2021,
we halved our Scope 2 CO
2
emissions overnight. Since then,
we have continued to reduce our CO
2
emissions year on year –
with an absolute reduction of 3.4% this year and an 8% like for like
reduction in gas usage. We expect the emissions to continue to
follow this trajectory andto drop in line with our 2030 operational
Net Zero targets.
• Our recycling rate continues to improve – this year, we reached
65%. We have used our internal training platform, Attensi, to create
short modules on recycling as well as sharing resources around the
importance of recycling and where waste ends up. Our Sustainability
Champions were invited to one of Veolia’s waste management
facilities to see how and where waste is recycled.
• We will keep engaging our teams on climate change
through Attensi training, helping them understand their
impact and actions they can take.
• As part of our commitment to WRAP’s Food and Drink
Pact, we will build on our work on reducing food waste
related to Sunday lunches – through chef training,
dish optimisation, improved portion control and food
redistribution.
• Continue to work with our suppliers to improve the
reporting of supply chain emissions (Scope 3) and
identify opportunities to reduce through better sourcing
as well as improved food production and logistics.
• Delivery of 26 further kitchen electrification schemes
inFY2026.
• Following the introduction of new Government legislation,
Simpler Recycling, in March 2025, deliver on our
commitment to recycle 70% of our waste and send zero
waste to landfill.
• Further Attensi training rolled out to all team members
to help support understanding of the impact of climate
change and the measures we take to tackle it.
• Develop our climate transition plan to clearly lay out our
pathway to Net Zero in partnership with our suppliers.
• Our fundraising total for our charity partner Special Olympics GB
surpassed £1million. This year, we fundraised through the annual
Bridge Walk and charity football tournament which raised £28,500
and£21,000, respectively. We also donate 50p for every kids’ meal
soldto the charity – and this year, sales raised £135,000.
• We encourage our team members to fundraise and support charities
and causes that are local to them. To make this easier, we have
created a specific till button they can use to donate money to
charity. As well as a till button for Special Olympics GB and one for
the Disaster Emergency Committee (DEC), the third charity till button
can be used for raising money for their chosen charity through ticket
sales, events or other fundraising initiatives the pub may have on.
• Evolve our partnership with Special Olympics GB.
Having renewed our partnership with our main charity
partner, working on an even more holistic approach to
the partnership will be a priority.
• Work closely with WEST Youth Zone to offer their young
people the opportunity to learn skills such as cooking
and to open doors to employment options that may
have not presented themselves before.
• Further engagement from our team members with Special
Olympics GB. We will encourage our teams to work with the
charity to connect pubs to local Special Olympics GB sports
clubs – creating community connections at a local level.
We will continue our work around recruiting people with
intellectual disabilities.
• Awareness and engagement with our Support Centre team
members and WEST Youth Zone. Advertise volunteering
opportunities to our teams at Pier House and encourage
the teams to engage with the charity. Attend recruitment
fairs and share information on applying for apprenticeships.
Annual Report and Accounts 2025 27
Overview Strategic Report Governance Financial Statements Additional Information
Fuller, Smith & Turner P.L.C.28
“I have long worked with charities
and organisations to offer
employment opportunities to
people who are neurodiverse
or have intellectual disabilities.
It’s taught me a lot – and I know
my team value the diversity
and community spirit. More
importantly, I have seen first-
hand the value that even a few
hours a week provides to those
team members and their families.”
Stuart Green
General Manager, The Cabbage Patch
PRIDE
Taking
IN OUR
COMMUNITIES
At the heart of our communities
Our pubs and hotels have always played
a key role in their local communities.
We have worked closely with our
charity partner Special Olympics GB to
ensure our pubs are inclusive and safe
spaces – for our customers and team
members. With their help, plus support
from LVS Hassocks – a specialist school
for children with autism owned by the
Licensed Trade Charity – we produced a
guide to recruiting team members who
are neurodiverse or have intellectual
disabilities.
Annual Report and Accounts 2025 29
Overview Strategic Report Governance Financial Statements Additional Information
Key Performance Indicators
We use financial indicators to monitor our progress in delivering against
our strategy to create long-term sustainable value for all stakeholders.
FY2025 £376.3m
FY2024 £359.1m
FY2023 £336.6m
FY2025 £27.0m
FY2024 £20.5m
FY2023 £12.7m
Revenue
£376.3m
Adjusted profit before income tax
£27.0m
Definition
Revenue comprises sales of goods and services,
accommodation income and rental income. We have
two main revenue segments: Managed Pubs and Hotels
and Tenanted Inns.
Definition
Adjusted profit before tax is profit before tax excluding
separately disclosed items as shown in the Income
Statement.
Why is it important for Fuller’s?
Revenue drives the overall business, resulting in cash
generation which allows for investment in our estate,
ourpeople, rewards to our stakeholders and acquisitions.
Why is it important for Fuller’s?
The Directors believe that this measurement of profitability
allows stakeholders to analyse underlying trends and
performance without being impacted by separately
disclosed items.
Performance in 2025
Revenue increased by 5% compared to FY2024. While
Managed revenue grew by 5.2% on a like for like basis,
Tenanted revenue marginally declined. This was due
to the disposal of 37 Tenanted sites in July 2024. While
tenanted revenue has decreased, profitability per site
hasimproved by 23%.
Performance in 2025
Adjusted profit before tax increased by 32% compared to
FY2024. This is mainly driven through revenue growth but is
also through margin improvement, with operating margin
improving by 1.1 percentage points.
Non-financial performance metrics are used within the business, including employee
engagement and satisfaction scores, customer NPS and environmental targets.
Fuller, Smith & Turner P.L.C.30
FY2025 34.22p
FY2024 24.48p
FY2023 16.10p
FY2025 £142.2m
FY2024 £133.1m
FY2023 £132.8m
Adjusted earnings per share (“EPS”)
34.22p
Net debt excluding lease liabilities
£142.2m
Definition
Adjusted earnings per share is earnings after tax excluding
separately disclosed items attributable to equity holders of
the Company divided by the weighted average number
of ordinary shares in issue during the year.
Definition
Net debt comprises cash and short-term deposits,
bankoverdraft, bank loans, debenture stock and
preference shares, excluding lease liabilities.
Why is it important for Fuller’s?
This measure shows how much profit the Company is
generating for its shareholders. It takes into consideration
changes in profit after tax and movements in the number
of shares but excludes the impact of separately disclosed
items. It is an important variable in determining our
shareprice.
Why is it important for Fuller’s?
This measure helps shareholders to determine the level of
debt compared to liquid assets and to analyse the overall
financial stability of the Company.
Performance in 2025
Adjusted Earnings per share increased by 40% compared
to FY2024 which was a more significant increase than
the increase in adjusted profit. This is because of the
decision to use capital to buyback “A” Ordinary Shares,
completing a programme to buyback 6.5 million “A”
Ordinary Shares in January2025.
Performance in 2025
Net debt increased by £9.1 million compared to FY2024
but profit growth has more than offset this impact such
that debt leverage has reduced from 2.5 times to 2.36
times. In line with our capital allocation framework, we
have invested a total of £27.8 million in the existing estate
in the year and £34.6million was returned to shareholders
through dividends and share buybacks.
Annual Report and Accounts 2025
31
Overview Strategic Report Governance Financial Statements Additional Information
“Our teams have worked tirelessly
to deliver a great experience for our
customers – this has yielded great
financial results.”
Neil Smith
Finance Director
Financial Review
We are pleased to have delivered another
strong set of financial results, making
significant progress on the prior year.
growth
DELIVERING
SALES AND
PROFIT
Despite the challenging environment, we have improved
operating margins from 9.6% to 10.7%, resulting in adjusted
profit before tax growing by an impressive 32% to £27.0 million
(FY2024: £20.5 million).
Statutory profit before tax has increased by 135% to £33.8
million (FY2024: £14.4 million). Along with the adjusted profit
increase of 32%, separately disclosed items have increased by
£12.9 million predominately because of the profits on disposal
recognised in this financial year.
Not only have we improved profitability, but we have also
further strengthened the Balance Sheet through delivering
on our capital allocation framework. This effective utilisation
of capital will drive long-term growth and returns for
shareholders, as demonstrated in this year’s results.
Fuller, Smith & Turner P.L.C.32
In the past two years we have made
significant strategic decisions to
proactively manage our estate, to
strengthen our financial position and
improve returns. We completed on
the sale of The Mad Hatter, Southwark
for £20.0 million (£17.0 million already
received, with a further £3.0 million to be
received at the end of the lease), and
we sold 37 non-core pubs to Admiral
Taverns for £18.0 million. These proceeds
have been reinvested in acquiring the
high quality, largely freehold, Lovely
Pubs business for an enterprise value
of £22.5 million in August 2024. We also
acquired the freehold of The White
Swan in Twickenham in March2025.
We have continued to invest in our
existing estate to maintain its premium
position, with a total of £27.8 million
invested in FY2025, including a number
of significant projects such as £4.0 million
on The Chamberlain, City of London,
£2.2 million on The Drayton Court, Ealing
and £1.9 million on The Head of the River,
Oxford. This strategic investment and
proactive management of the estate,
coupled with the 23 pubs transferred
from Managed to Tenanted in the prior
year, means the estate is well positioned
to deliver a premium experience to
ourcustomers.
In the year, we have returned £34.6 million
to our shareholders; we paid a dividend
of £10.7 million to shareholders and
£23.9 million was used for share buybacks
as part of our ongoing share buyback
programme. This is an increase of
£12.2 million or 54% on the prior year.
In March 2025, we refinanced our
banking facilities with new unsecured
facilities of £185 million, comprising a
revolving credit facility of £100 million
and a term loan of £85 million.
+4.8%
Revenue growth
+32%
Adjusted profit
before tax growth
+135%
Statutory profit
before tax growth
These facilities have been agreed for a
tenure of three years through to August
2028 with the option to extend for a further
two years. The new facilities’ interest
margin is 75bps lower than our previous
facilities’ terms which will lower our
annual interest cost and demonstrates
the continued commitment to the
business from our relationship banks.
Finally, to further demonstrate the financial
strength of the business and reduce the
exposure to future liabilities, we completed
a full buy-in of the Fuller’s Defined Benefit
Pension Plan with Legal & General. The
plan is fully funded, saving £2.6 million
a year in employer contributions, while
placing the plan with a well-regarded
insurer who could provide an enhanced
level of security and member service.
Managed Pubs and Hotels like for like
sales increased by 5.2% on the prior year,
outperforming the market on average
by 2.5 percentage points. All categories
of revenue showed significant like for
like growth against the prior year, with
food up by 4.8%, drinks up by 5.3% and
accommodation sales up by 5.4%.
Tenanted Inns revenue was marginally
down on prior year, but the significant
estate movements in the year and the
prior year impact the comparison. In the
current year we sold 37 sites to Admiral
Taverns in July 2024 and in the prior year
we transferred 23 sites from Managed
to Tenanted. The average EBITDA per
site also grew by 23% demonstrating the
value of the proactive management of
the estate.
The strong underlying growth in profitability
along with the effective application of
our capital allocation framework has
seen adjusted earnings per share grow
to 34.22p, up 40% on prioryear.
Finance costs
Total net finance costs (before separately
disclosed items) have decreased by
£0.6 million to £13.4 million. The reduction
in costs is due to the decrease in the Bank
of England base rate from 5.25% at the
beginning of the year to 4.50%. The Group
has a zero premium cap and collar over
£60 million of the term facility which has
a floor of 3.10% and a cap of 5.00%. This
gave some protection at the beginning
of the year through to August 2024 when
the rate was cut to 5.00%. Overall, this has
meant that the average cost of borrowing
was 7.6% in the current financial year
compared to 8.0% in the prior year.
Separately disclosed items
The net position on separately disclosed
items is a profit of £6.8 million (FY2024:
£6.1 million expense). This principally
consists of the profit on disposal of £18.9
million which includes The Mad Hatter,
Southwark for £17.2 million and the sale
of 37 sites to Admiral Taverns at a profit
to book value of £1.0 million. This is net of
an impairment charge of £10.4 million,
of which £9.8 million is in relation to the
write down of 26 properties and a further
£1.0 million on the write down of goodwill
net of the reversal of impairment on
oneproperty.
Tax
The underlying effective tax rate has
decreased to 27.4% (FY2024: 28.3%). The
decrease in effective tax rate is mainly
due to the increased profit before tax
and falling depreciation on assets not
qualifying for capital allowances. During
the year, the total tax contribution of the
Group to the UK Exchequer was £93.4
million (FY2024: £86.0 million) in taxes
borne and taxes collected on behalf of
colleagues, customers and suppliers.
Annual Report and Accounts 2025 33
Overview Strategic Report Governance Financial Statements Additional Information
Financial Review
Continued
Pension
The Fuller’s Defined Benefit Pension
Plan surplus has decreased by
£16.9 million to £0.4 million accounting
surplus (FY2024: £17.3 million surplus)
we have completed a full buy-in of the
Fuller’s pension plan which involved the
purchase of an insurance policy from
Legal & General, which, for accounting
purposes, is considered an investment
decision with the resulting investment
loss being recognised through Other
Comprehensive Income.
Shareholders’ return
The proposed final dividend of
12.35p per “A" and “C" Ordinary Share
(FY2024: 11.12p), together with the
interim dividend of 7.41p per share
already paid makes a total of 19.76p per
share which is an increase of 11% on the
prior year. The middle-market quotation
of the Company’s “A” Ordinary Shares
at the end of the financial year was
534p. The highest price during the year
was 770p, while the lowest was 520p.
The Company’s market capitalisation
as at 29 March 2025 was £295.2 million
(FY2024:£347.4million).
Capital allocation framework
The Group’s capital allocation
framework aims to enhance shareholder
value whilst targeting leverage at no
more than 3x net debt / EBITDA. The
table below summarises the framework.
Cash flow and net debt
Net debt (excluding leases) was at
£142.2million which was an increase
of£9.1 million on the prior year end
(FY2024: £133.1 million). Although net
debt has increased on last year, with
increased profits, debt leverage has
reduced to 2.36times (FY2024: 2.5 times).
Policy Targets and Philosophy Outlook
Invest in long-term
organic growth
Returns-based approach
to capital investment
• Maintaining annual investment of £10-15 million on maintenance
capex and £10-15 million on trade enhancing capex
Sustainable and
progressive dividend
Dividend cover normalised
range of 2.5-3x
• FY2025 dividend 19.76p.
• Progressive dividend growth in line with EPS growth once cover
normalised
Invest in additional
growth opportunities
Disciplined approach to
assessing acquisition opportunities
• Strong Balance Sheet and sufficient headroom for acquisitions
when the right opportunities arise
Targeting leverage of
3x Net Debt / EBITDA
Strong Balance Sheet
maintained – target leverage
at 3x Net Debt / EBITDA
• Buyback programme of “A" Ordinary Shares commenced
September 2022:
– 6.5 million completed
– 1 million currently active
A total of £27.8 million was invested
in the existing estate in the year with
transformational schemes at The
Chamberlain Hotel, City of London,
The Head of the River, Oxford, and
The Manor House, Moreton-in-Marsh.
We acquired Lovely Pubs which consists
of six freehold sites and one leasehold
and also bought The White Swan,
Twickenham, spending £24.2million
on acquiring new sites.
A share buyback programme of
6.5 million “A" Ordinary Shares was
completed in January 2025 and a further
one million “A” Ordinary Share buyback
programme commenced in March 2025.
This has meant we have bought back
3.6 million “A" Ordinary Shares in FY2025
for a total consideration of £23.9million.
Offsetting the outflow of capital, was
the growth in EBITDA and the £40.5 million
earned through the disposal of properties,
the most significant being the sale of
The Mad Hatter, Southwark for £17 million
and the sale of 37 tenanted sites to
Admiral Taverns for £18 million.
Sources of finance
The Group refinanced its banking
facilities with new unsecured facilities
of £185 million. The facilities bear interest
at a margin dependent on the leverage
covenant plus a base rate of SONIA.
Cash flow
FY2025
£m
EBITDA 67.6
Interest, tax and pensions (13.5)
Separately disclosed items (0.2)
Working capital and share transactions (6.2)
Lease payments (8.3)
Sale of property, plant and equipment 40.5
Cash available for allocation 79.9
Capital expenditure (2 7. 8)
Acquisition of property, plant and equipment (25.4)
Dividends (10.7)
Share buyback (23.9)
Cash flow (7.9)
Non-cash movement (1.2)
Net debt movement (9.1)
Source of finance
Bank debt 134.5
Debenture and preference shares 21.5
Cash (13.8)
Net debt before lease liabilities 142.2
Lease liabilities 60.8
Total net debt 203.0
Fuller, Smith & Turner P.L.C.
34
Sustainability accreditations are important to our customers, especially for
corporate bookings, when choosing an event venue or hotel.
We identified Green Tourism as a suitable third-party assessor and provider. All
of our Cotswold Inns & Hotels sites, along with five Fuller’s hotels, were awarded
Green Tourism Bronze Awards in 2024. This year, thanks to the work of our teams on
sustainability initiatives, we were able to promote some of these Bronze Awards
to Silver. Even more exciting, was that The Red Lion in Hillingdon became the
first Fuller’s hotel to be awarded a Green Tourism Gold Award. James Redshaw,
General Manager of The Red Lion, works with his local litter picking group to help
keep his community clean.
Green
Strategy in Action
TOURISM
In this downside case, management
could implement mitigating actions such
as overhead cost reduction, reduction
of capital expenditure and a decrease
in bonus pay-out. Under this scenario, the
Group would still have sufficient resources
and headroom on its covenants through
the duration of the period.
At 29 March 2025, the Group’s Balance
Sheet comprised 87% of the estate
being freehold properties and available
headroom on facilities of £49.7 million
and £13.8 million of cash and resulting
net debt of £142.2 million.
During the year, the Group secured a new
facility of £185 million until August 2028.
The banking facilities are unsecured and
split between a revolving credit facility
of £100 million and a term loan of £85
million. Under the facilities agreement, the
covenant suite (tested quarterly) consist
of net debt to adjusted EBITDA (leverage)
and adjusted EBITDA to net finance
charges. The Groups’ debentures of
£20 million are not due for repayment
until April 2028.
Taking account of the Company’s current
position, principal risks facing the business
and the sensitivity analysis discussed
above, as well as the potential mitigating
actions that the Company could take,
the Board expects that the Company
will be able to continue in operation and
meet its liabilities as they fall due over the
three-year period of assessment.
Further details on the forecast process
and assumptions can be found in Note 1
to the accounts.
Neil Smith
Finance Director
10 June 2025
Financial risks and
treasury policies
The Group operates a centralised
treasury function, which controls cash
management and borrowings and the
Group’s financial risks. The objectives of
the function are to manage the Group’s
financial risk, to secure cost effective
funding for the Group’s operations,
and to minimise the adverse effects of
fluctuations in the financial markets on
the value of the Group’s financial assets
and liabilities, on reported profitability,
and on the cash flows of the Group.
Transactions of a speculative nature are
prohibited. The Group’s treasury activities
are governed by policies approved and
monitored by the Board.
Going concern statement
The Group’s business activities, together
with the factors likely to affect its future
development, performance and position
are set out in the Strategic Report on
pages 10 to 55.
The financial position of the Company,
its cash flows, net debt and borrowing
facilities and the maturity of those
facilities are set out on pages 116 to 169.
In addition, there are further details in
the financial statements on the Group’s
financial risk management, objectives
and policies in Note 25.
The Directors have outlined the
assessment approach for going concern
in the accounting policy disclosure in
Note 1 of the consolidated financial
statements.
Following that review the Directors have
concluded it appropriate for the Group
to adopt the going concern basis in
preparing its financial statements.
Viability statement
The UK Corporate Governance Code
requires that the Directors have
considered the viability of the Group over
an appropriate period of time selected
by them.
The Directors have chosen to assess this
over three financial years through to
March 2028 as this aligns with the Group’s
strategic planning which was reviewed
and approved in March 2025. This three-
year plan is supported by the forecasts
that are presented and approved by
the Board. It takes into consideration
the Group’s current position, and the
potential impact of the principal risks
documented on pages 33 to 36 in the
Strategic Report. The most significant
risks impacting the forecasts remain
consumer demand shifts, the volatility of
UK and global economy and impact on
consumer confidence and sales volumes
as well as wage cost inflation.
Management have prepared, and the
Board has considered, two key scenarios:
A “base case” is the Board-approved
budget for FY2026 which forms part of the
three-year plan to FY2028. The base case
assumes that sales will continue to grow,
but with modest food and drink volume
growth. The base case assumes that
staff costs will increase, impacted by the
National Minimum Wage and Employers’
National Insurance contributions resulting
in continued wage inflation across all
jobroles.
Under this scenario, the Group would
have sufficient resources and headroom
on its covenants through the duration of
the viability period.
A “downside case” assumes that sales
volume reduces by 10% compared to the
base case and that staff costs increase
at a higher rate than assumed in the
basecase.
Annual Report and Accounts 2025
35
Overview Strategic Report Governance Financial Statements Additional Information
Risk Management
Managing risks effectively is key to ensuring that we achieve our strategic
objectives in the long term and continue to deliver the high standards our
customers, our people and our shareholders expect.
Risk Management Governance Framework
The risk management process is operated by the Executive Team, supported
by the Head of Risk, and is overseen by the Audit and Risk Committee and the
Board, which is further supported by the external audit process.
Governance Role Output
Board
• Oversees the risk management and
internal controls processes
• Defines the Group’s risk appetite and
assesses the principal risks
• Final approval
Audit and
Risk Committee
• Provides guidance and direction and
supports the Board in the management
of risk
• Reviews the effectiveness of the risk
management strategy and internal
controls process
• Recommendations to the Board
Executive Team
• Responsible for day to day operational
implementation of the risk management
strategy
• Provides advice and guidance to the
business areas
• Considers emerging risks
• Accountable to the Audit and Risk
Committee and Board
• Group risk register
• Principal risk reviews
• Audit and Board reports
Business risk
management
• Implements and maintains risk
management procedures, including
through the cross departmental Risk
Working Group and Our Planet Working
Group
• Maintains risk registers including
identification of risk, mitigating controls
and actions
• Division and Department risk
registers
Our Planet Steering
Committee
• Oversees climate specific risks and
integrates mitigation controls and
actions into the wider risk strategy
• TCFD report and climate-related
risk mitigation approach
Fuller, Smith & Turner P.L.C.36
Risk arises both as a natural
consequence of doing business
and in the pursuit of our strategy.
Our risk management approach is
governed through a robust framework,
and we follow a consistent process for
the identification and review of risk.
The Board reviews these risks in the
knowledge that currently unknown,
non-existent or immaterial risks could
turn out to be significant in the future,
and ensures that a robust assessment
has been performed.
Role of the Board
The Board is responsible for effective risk
management and oversees a governance
model that incorporates an integrated
assurance model. It also formally
articulates the Group’s overarching
appetite and tolerance for risk.
Through our risk governance structures,
frameworks, processes and reporting
mechanisms, Directors are provided with
the information and insight needed to
make a robust assessment of the Group’s
most material risks and to understand how
they are being mitigated and managed
in line with the Board’s stated risk appetite
and tolerance. The Board is responsible for
monitoring the Group’s culture to ensure it
encourages openness and transparency
across the business, which directly
supports effective risk management.
Risk appetite
The Group’s approach is to take a long-
term view of its business and to assess
all risks accordingly, while ensuring we
take opportunities to deliver economic
reward in line with the Group’s strategy,
as follows:
• Risks should be managed consistently
and in line with the Group’s strategy,
financial objectives and guiding
principles
• Opportunities should only be pursued
where the scope for appropriate
reward is supported by an informed
assessment of risk
• Risks should be actively managed
and monitored through the
appropriate allocation of
management and other resources.
Changes to Risk Scores Versus Prior Year
Financing Cost inflation Information Technology /
Cyber Security
The terms of the refinancing completed
before the year end reflected the
strong financial position of the
Company, and our bank facility is
now available until August 2028.
Improvements in trading continue
to increase leverage headroom
meaning that the likely impact of
the business being unable to find
appropriate financing when required
has decreased.
Although wage cost inflation remains
a significant concern (as identified in a
separate principal risk), our assessment
of the risk associated with broader cost
inflation has reduced. This is largely driven
by falling inflation on food and drink
and the investments we have made in
our buying teams in this area allowing
us to source more competitively. The
significance of food and drink in our cost
base means that our overall assessment
of the likelihood of this risk impacting our
business has decreased.
Cyber criminals are using more
sophisticated techniques, including
AI-generated phishing, and nation-
state actors are increasingly active
in cyber attacks. Against that
background our assessment of
the impact of trading disruption
from a significant or prolonged
system failure and / or data loss
hasincreased.
Annual Report and Accounts 2025
37
Overview Strategic Report Governance Financial Statements Additional Information
Risk Management
Continued
Risk management process
The Executive Team follows a clear, simple
and robust process to identify the Group’s
most significant risks, incorporating both
top-down and bottom-up assessments:
• Both the Managed and Tenanted
businesses as well as the Support
Centre functions prepare their
material risks in registers which are
reviewed on a half yearly basis by the
Executive Team
• This also includes a review of the
climate-related risks considered over
short, medium and long-term horizons.
The detail of our climate-related risks
are disclosed in our TCFD reporting on
pages 44 to 53
• We use a risk categorisation
framework to analyse the risk registers
• The risks identified through this
mechanism that are considered most
significant, in terms of their materiality
to the Group, are recorded in the
Group risk register
• Emerging risks are discussed regularly
by the Executive Team and escalated
to the Audit and Risk Committee
asrequired
• In addition, the Audit and Risk
Committee conducts reviews on
specific risk areas based on the
judgement of the Committee,
looking at: changes in risk likelihood;
changes in the materiality of impact;
any changes to the mitigation; and
controls that are in place
• Every principal risk is assessed to see
whether it could have a material
strategic or commercial impact,
either on its own or as part of a
multiple risk scenario
• The Executive Team ensures principal
risks are managed appropriately,
monitored and reported internally
and externally
• At each half year, the Executive Team
considers and challenges whether
risks are being managed to the
tolerance approved by the Board,
using principal risk reports to monitor
how far material financial, operational
and compliance controls and
mitigations have been implemented,
their effectiveness, andhow close
the current net risk rating isto our
risktolerance
• The outcomes of half yearly reviews
considered by the Executive Team
are reported to the Audit and Risk
Committee and the Board, with
particular focus on risks that are
outside tolerance, and actions
areagreed
• Principal risk reviews also support
the Audit and Risk Committee and
Board in monitoring and reviewing the
effectiveness of the Group’s internal
control framework.
Risk assessment
We rate risks by considering their potential
financial and non-financial impacts and
the likelihood that they will happen, using
a consistent rating grid to compare and
prioritise risks. The risk rating takes into
account the controls and mitigations in
place to reduce the likelihood and / or
impact of the risk, its implementation
status and effectiveness. Risk ratings are
regularly reviewed to consider whether
the external or internal context, strategy,
business objectives or resources available
to manage the risk have changed.
The suitability of the controls and
mitigations are reviewed through robust
reporting and monitoring which creates
a feedback loop enabling a continuous
improvement process to be in place
regarding risk management. This includes
reviewing ownership and accountability
of risks and controls across the Executive
Team and Senior Management.
Assessment of emerging risks
As well as assessing ongoing risks, we
continue to consider how the business
could be affected by emerging risks.
Our Executive Team and department
heads horizon-scan to monitor any
potential disruptions that could
dramatically change our industry
and / or our business, from both a risk
and opportunity perspective, to
understand the changing landscape
and take appropriate actions. It is
often possible to predict the potential
impacts of emerging risks, but it is more
challenging to predict their likelihood,
timing and velocity.
The emerging risks we consider most
likely to impact the business include:
• Employment Rights Bill – the risk
that the Employment Rights Bill will
mean adaptations to the business’s
operations are required. We will be
in a better position to assess this
risk following further detail on the
legislation becoming available
• Geo-political instability – the risk that
increasing geo-political instability
causes further inflationary pressures
as well as changes in consumer
confidence and tourism
• Artificial Intelligence – there are
risks associated with the use of AI
technology both by and against
thebusiness.
Fuller, Smith & Turner P.L.C.
38
Principal Risks and Uncertainties
The following heatmap sets out the impact and
likelihood scores for our principal risks, and further
details of these risks are set out in the table below.
The analysis is not intended to be a
comprehensive list of all risks actively
managed by the business. The key
financial risks are detailed in Note 25
to the financial statements.
Risks
1 Economic Environment
2 Consumer Demand Shifts
3 Information Technology / Cyber Security
4 Financing
5 Cost Inflation
6 Wage Cost Inflation
7 Supply Chain
8 Recruitment and Retention
9 Health and Safety
10 Business Interruption
11 Sustainability and Environment
4
11
5
6
1
3
8
9
27
10
Likelihood
Impact
Principal risks
1 Economic Environment
Movement
Owner Description Control and risk mitigation
Chief Executive The economic environment, as
impacted by domestic fiscal tightening
and international trade uncertainty,
could adversely affect demand in the
hospitalitysector.
We run a high quality, premium estate with sites located in
geographical areas with customer groups who are typically at
higher income levels. We continue to review the composition
of our estate which has been actively managed in the last
financial year with the disposal of Tenanted pubs to Admiral
Taverns and the acquisition of Lovely Pubs. We closely monitor
our cash flow and other economic indicators to ensure we
maintain an appropriate level of liquidity.
2 Consumer Demand Shifts
Movement
Owner Description Control and risk mitigation
Marketing Director The Group’s ability to anticipate and
react to consumer demand remains key
to growing market share. Visit frequency
in hospitality has reduced and customers’
expectations of their experiences are high,
including for premium drinks, an elevated
food offer and skilled service. Trends
towards healthier and environmentally
sustainable options also remain relevant.
Management monitor and research consumer trends, gather
consumer feedback through Net Promoter Score surveys,
online and social media reviews, customer complaints,
purchasing records and basket analysis. This allows us to be
focused in providing the right offer to the right customer while
analysing retail pricing and market share data to ensure we
are competitive but still premium. Our use of digital tools
enables us to maximise visit frequency and spend from existing
customers, and to target new ones.
Decrease No Change Increase
Risk Key:
Annual Report and Accounts 2025
39
Overview Strategic Report Governance Financial Statements Additional Information
Principal Risks and Uncertainties
Continued
3 Information Technology / Cyber Security
Movement
Owner Description Control and risk mitigation
Finance Director The Group is increasingly reliant on
its information systems to operate,
and trading would be affected by any
significant or prolonged failures and / or
data loss. In addition, cybercriminals are
using more sophisticated techniques,
including AI-generated phishing, and
nation-state actors are increasingly
activein cyber attacks.
Our IT function has a range of facilities and controls in place to
ensure that, in the event of an issue normal operation would
be restored quickly. These include a formal IT Recovery Plan,
online replication of systems and backup datacentres, and
external support for hardware and software. We continue to
introduce more preventive measures to reflect the increased
risk. These include external reviews of our IT controls and a
range of assessment and training for all team members who
have access to our network.
4 Financing
Movement
Owner Description Control and risk mitigation
Finance Director Interest rates may still increase in the
future, adversely impacting profit,
and / or there could be a risk of
breaching financial covenants. Should
there be a downturn in market conditions
which could affect liquidity we may
be unable to find suitable financing
whenrequired.
Our current financing facility runs until August 2028, and
improved trading has increased headroom. We maintain
good relationships with our current lenders. The predominately
freehold nature of our business means we have the ability
to offer more certainty than many in our sector when raising
finance, and alternative financing approaches are available.
We closely monitor our cash flow and control of investments to
ensure we maintain appropriate levels of debt cover.
5 Cost Inflation
Movement
Owner Description Control and risk mitigation
Finance Director Although there has been some softening
of the rate of increase there remains a
risk of rising input costs across all areas,
including food, drink and utilities.
We regularly monitor prices using relevant commodity databases,
review forward-looking inflation, and all key contracts are
competitively tendered. We frequently review our margin, and
our retail prices compared with our competitors. This allows us
toact quickly if there are significant changes in input costs.
Our property management platform allows us to control
property costs.
Our preference is to have long-term agreements in place.
Wehave a Long-Term Supply Agreement (“LTSA”) in place
with Asahi Europe & International Ltd for the supply of beer,
cider and other beverages to 2029, which caps the increase
tobelowCPI.
The majority of our energy use is covered by fixed-term prices.
For the current financial year, we have hedged the majority of
our gas and electricity.
Fuller, Smith & Turner P.L.C.
40
6 Wage Cost Inflation
Movement
Owner Description Control and risk mitigation
People &
Talent Director
On top of the significant increases in
Employers’ National Insurance, staff costs
are expected to be impacted by further
changes to the National Living Wage,
a tightening of labour supply, and the
demand for higher wages due to cost
ofliving increases and inflation.
Continuous improvements to our operational efficiency will
help to mitigate the increasing cost of our workforce. This
includes investing in new systems and processes, and in the
training and development of our leaders.
7 Supply Chain
Movement
Owner Description Control and risk mitigation
Retail Director There is a risk that failure in our food and
drink supply chain may damage customer
satisfaction and could impact the
profitability of the Group. Any large-scale
issue with out-of-stock items could have
animpact on trade in our businesses.
We have also identified a potential long-
term risk to our supply chain as a result of
climate change.
The LTSA in place with Asahi Europe & International Ltd for
the supply of beer, cider and other beverages ensures that
products will meet certain brand performance metrics, and
the supply service is subject to key performance indicators
(“KPIs”).
All other key suppliers are subject to service and quality KPIs
which are monitored on a monthly basis. Our preference is for
long-term agreements which enable strong relationships, and
we work with smaller suppliers to ensure that they grow healthy
sustainable businesses outside of their agreement withFuller’s.
We have a reputation of honesty, trust and fairness, and our
long-term collaborative approach has meant our suppliers
continue to fulfil our needs. These relationships, coupled with
our ability to replace and adapt our customer offering, help
us to mitigate supply chain challenges. We seek to understand
more about products at risk as a result of climate change and
look to identify ways to mitigate this risk over time.
8 Recruitment and Retention
Movement
Owner Description Control and risk mitigation
People &
Talent Director
The recruitment and retention of high
calibre team members is fundamental
to our ability to deliver a distinctive and
premium experience for our customers,
and to support our growth agenda.
Rising costs of employment could
impact our ability to invest in our people
experience in line with our ambitions.
Due to our extensive listening work, we know that our team
members stay with us because of the supportive and inclusive
culture of the business and because of the career paths we
offer, supported by training at all levels.
We continue to invest heavily in training and development,
including apprenticeships, and a bespoke leadership
programme. We benchmark pay for our pubs teams quarterly,
and annually for our Support Office colleagues, to ensure it
remains competitive.
We also regularly review our benefits, taking feedback from our
listening channels. We have succession plans in place for key
roles and have a strong track record of growing our own.
Decrease No Change Increase
Risk Key:
Annual Report and Accounts 2025
41
Overview Strategic Report Governance Financial Statements Additional Information
9 Health and Safety
Movement
Owner Description Control and risk mitigation
Retail Director A failure by Fuller’s to adhere to the
highest health and safety standards
resulting in harm to an employee,
customer, or other individual at one of our
sites could adversely affect our reputation
and goes against our purpose.
We have a comprehensive training programme in place for
our employees covering all aspects of health and safety. All
Managed sites complete a risk assessment and are required
to undertake detailed weekly and monthly compliance
checks which are then subject to review by our in-house
health and safety team. The allergen procedures we have
implemented to manage the risks are continuously reviewed
to ensure controls remain appropriate. We continue to utilise
the services of expert third party health and safety consultants
to undertake annual audits covering food, fire and general
health and safety risks on all our sites and to perform detailed
investigations in instances where an incident does occur. In
addition our Estates team executes and monitors a detailed
planned maintenance programme for each of our Managed
and Tenanted sites to look after the fabric of our estate.
10 Business Interruption
Movement
Owner Description Control and risk mitigation
Chief Executive A major external event such as a
pandemic, natural disaster or utility failure,
for example, could lead to significant
interruption to trade. This could be as a
direct consequence of the event or due
to a government strategy in response
thatnegatively impacts the business.
In the prior year this risk was described as
Future Pandemic but we now consider
broader business interruption risks to be
asrelevant.
Business continuity plans are in place across the sites and in
our Support Office, where disruption could also be mitigated
by employees’ ability to work remotely. We closely monitor
our cash flow to ensure we keep an appropriate level of
liquidity, and maintain flexibility in our customer offering and
operational procedures.
11 Sustainability and Environment
Movement
Owner Description Control and risk mitigation
Chief Executive Through our Climate Risk disclosure we
have identified that climate change
could have a material impact on our
supply chain under certain climate
scenarios. Uncertainties over how
these risks will evolve may impact
product availability which could lead
to reduced revenues and profit. This
could also impact trust and reputation
among customers, investors and other
stakeholders.
The Group has committed to the Net Zero Carbon Roadmap
to be Net Zero by 2030 for Scope 1 and 2 and 2040 for Scope
3. We have underpinned this commitment in setting carbon
reduction targets out to 2030 in line with the Science Based
Targets initiative’s 1.5 degree scenario. We are already working
on energy usage and supplier engagement to mitigate
carbonemissions.
Our TCFD reporting helps us to identify and assess key risks and
opportunities and the impacts of climate change to our business.
As part of our scenario analysis, we have assessed the impact
on our direct business and our supply chain and set out a plan
tomitigate these risks over time.
We have implemented our Life is too good to waste programme
which is across our people, communities andplanet.
Our Sustainability Director has identified a programme of changes
and initiatives in our pubs, hotels, Support Centre and supplier
base to help us grow in a sustainable way.
Principal Risks and Uncertainties
Continued
Decrease No Change Increase
Risk Key:
Fuller, Smith & Turner P.L.C.
42
Streamlined Energy and Carbon Reporting (“SECR”) Report
Reporting of Scope 3 greenhouse gas
(“GHG”) emissions
As part of Fuller’s commitment to Net Zero and our Science
Based Targets initiative-approved near-term targets, we
are continuing to report our Scope 3 GHG emissions on an
annual basis.
Fuller’s full Scope 3 emissions, which have been calculated in
accordance with the GHG Protocol, are detailed below for
FY2025 and FY2024, as well as for FY2020 – which serves as the
base year for its near-term targets and Net Zero commitment.
This year’s total Scope 3 emissions are about 4% higher than our
emissions last year. This is a result of multiple factors, including
both instances of improved data and increases in expenditure
on and procurement of certain services and goods, such as
construction and non-food consumable goods.
Base Year
FY2020
Previous Year
FY2024
Most Recent Year
FY2025
Scope 3 GHG
emissions tCO
2
e
*
66,610
**
59,371
**
61,854
* These metrics have not undergone external verification or assurance.
** Fuller’s base year and previous year figures have been updated from
71,631 tCO
2
e and 70,159 tCO
2
e respectively, following a recent base
year recalculation process. Base year recalculation is a Greenhouse Gas
Protocol requirement designed to enable meaningful comparisons of
emissions inventories over time. Fuller’s has this year been required to
recalculate its base year and previous year emissions for two main reasons:
1. Methodological changes, including the introduction of separate
Forest, Land, and Agriculture (FLAG) emissions inventories.
2. Structural changes, including the removal of emissions from
previous inventories that were associated with sites that are no
longer part of Fuller’sportfolio.
These updates to our base year and previous year emissions are thereby a
reflection of our business changing and emissions data and methodologies
improving and have been conducted to ensure comparisons are fair and
indicative of real changes in emissions over time.
Streamlined Energy and Carbon Reporting (SECR)
The table below summarises the emissions intensity ratio relative
to turnover in recent years for comparison:
FY2022 FY2023 FY2024 FY2025
Gross Scope 1, 2 &
3 emissions tCO
2
e 15,510.3 14 , 5 9 7.1 14,594.2 14 ,799. 3
Net Scope 1, 2 & 3
emissions tCO
2
e* 11,910 . 6 8,260.5 8 ,147. 3 7,918 . 2
Turnover £m 253.8 336.6 359.1 376.3
Gross Intensity
Ratio: tCO
2
e /
turnover £m 61.1 43.4 40.6 39.3
Net Intensity
Ratio: tCO
2
e /
turnover £m* 46.9 24.5 22.7 21.0
Calculations have been made in line with HM Government Environmental
Reporting Guidelines and the Greenhouse Gas (“GHG”) Protocol
methodology.
* Fuller’s purchases renewable electricity in the majority of buildings and
therefore associated emissions can be deducted from the gross total to
give net emissions, also known as Market Based emissions.
Total Scope 3 tCO
2
e FY2025
Below is a breakdown of Fuller’s Scope 3 GHG emissions
showing the key areas of emissions in FY2025.
Food and drink
1
30,330
Managed sites
2
7,041
Tenanted sites
3
5,663
Capital goods and services
4
14,960
Other
4
3,860
61,854
tCO
2
e
49%
12%
9%
6%
24%
1 Includes emissions from procured food and drink, including from
transportation.
2 Includes emissions from stationary gas, electricity and company
vehicle use not included in Scope 1 and Scope 2 at our managed
properties, as well as from water use, on-site waste disposal, and
employee commuting.
3 Includes emissions from stationary gas and electricity use from
our Tenanted properties and non-branded leased out properties.
4 Includes emissions from the disposal of sold products by
customers off-site, business travel, and the procurement
and transport of non-food and drink consumable products.
Observations
The largest single element of consumption at Fuller’s is from
electricity – with gas, heating oil and liquefied petroleum gas
accountable for a smaller percentage. When compared to
electricity, gas and other fossil fuels have higher emissions – but
come with a significantly lower cost. Emissions from gas and oil
have reduced both overall and proportionally when compared
to other emissions which reflects Fuller’s efforts to move away
from gas consuming kitchen and heating equipment.
Net Scope 1 emissions continue to reduce when compared
to previous years despite an increase in fugitive refrigerant
emissions and the addition of Lovely Pubs. Scope 3 emissions
from employee owned vehicles has reduced slightly from the
previous reporting period – reflecting a transition towards use
of public transport and electric vehicles.
There is a slight decline in the gross intensity metric of 3.2%
compared to last year, while a reduction of 7.5% is seen in
the net intensity metric. This is due to a combination of slightly
increased turnover and the reduction in Scope 1 and Scope
3 emissions reported, in addition to a higher proportion of
renewable electricity procured. When compared to the 2020
baseline year gross and net intensity, metrics have reduced
by 25.4% and 60.2% respectively indicating good progress on
Fuller’s Net Zero pathway.
Annual Report and Accounts 2025
43
Overview Strategic Report Governance Financial Statements Additional Information
Task Force on Climate-Related Financial Disclosures (“TCFD”)
Introduction
This report marks the fourth year in which we have disclosed in line with the TCFD framework, and we are pleased to report on
continued progress and evolution in how we approach this topic in the business.
As in previous years, we have reviewed and reconfirmed our assessment of our climate-related risks and opportunities, but done
so through a new approach to TCFD governance that we outline in this report. We have also begun to develop in earnest our
transition plan, which we look forward to providing an update on in 2026. Finally, we are pleased to be able to report our progress
against the new targets that we set ourselves last year.
TCFD disclosures, and managing our climate-related risks, remain an important area of development for the business. Our updates
this year continue to refine how we approach TCFD, and our broader sustainability strategy, to ensure it is integrated into how
wework.
The table below sets out where in this report you can find our TCFD disclosures for each of the framework’s recommendations.
TCFD disclosure recommendations
FY2025
compliance Page reference for disclosure
Governance Pages 45 to 46
a. Describe the Board’s oversight of climate-related risks and opportunities.
b. Describe management’s role in assessing and managing climate-related
risks and opportunities.
Strategy Pages 45 to 46
a. Describe the climate-related risks and opportunities the organisation has
identified over the short, medium and long term.
b. Describe the impact of climate-related risks and opportunities
on the organisation’s businesses, strategy and financial planning.
c. Describe the resilience of the organisation’s strategy, taking into
consideration different climate-related scenarios, including a 2°C
or lower scenario.
Risk Management Pages 47 to 59
a. Describe the organisation’s processes for identifying and assessing
climate-related risks.
b. Describe the organisation’s processes for managing climate-related risks.
c. Describe how processes for identifying, assessing and managing
climate-related risks are integrated into the organisation’s overall
risk management.
Metrics and Targets Pages 49 to 53
a. Disclose the metrics used by the organisation to assess climate-related risks
and opportunities in line with its strategy and risk management process.
b. Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas
(“GHG”) emissions and the related risks.
c. Describe the targets used by the organisation to manage climate-related
risks and opportunities and performance against targets.
Fuller, Smith & Turner P.L.C.44
We work closely with our suppliers and ensure their sustainability practices
align with our own. One of our key drink suppliers, Asahi, recently unveiled its
first electric dray – with the inaugural journey being a delivery of fresh casks of
London Pride to The Churchill Arms in Kensington.
The electric dray will replace some diesel powered deliveries – removing
over 25,000 road miles per year. In its first year, this vehicle will reduce carbon
emissions by approximately 30 tonnes of CO
2
.
Fuller’s is proud to work with suppliers, such as Asahi, who prioritise
sustainability and support us on our journey to Net Zero.
ASAHI ELECTRIC DRAY
Strategy in Action
Sustainable sourcing:
Governance
We have evolved our approach to the
governance of sustainability and climate-
related matters this year as we look to
integrate the oversight and delivery of
our TCFD work, climate transition plan
and Life is too good to waste strategy.
We believe that this new structure, while
maintaining a top-down and bottom-
up approach to managing risks, will
encourage collaboration and enhance
accountability across the business.
The Board
The role of the Board remains
unchanged in our new approach to
TCFD governance. The Board has overall
responsibility and accountability for
the management of all of our risks and
opportunities, including our climate-
related risks. In guiding the business’s
strategy, the Board considers our material
climate-related issues when reviewing
projects and objectives, such as
investment in the redevelopment of our
sites or potential acquisitions, with a view
to supporting the business’s performance
in the short and long term. Advice
and updates from senior leaders in the
business support the Board’s oversight.
The Audit and Risk Committee continues
to support the Board in its execution of this
responsibility through its oversight of our
integrated risk management assurance
model and TCFD programme of work.
At appropriate junctures during the
year, the Committee receives briefings
on our ongoing TCFD work with input
and advice from senior leaders, such as
our Sustainability Director and Property
Director, to guide their consideration
of matters.
Executive Team
Per the business’s overall approach to risk
management governance, the Executive
Team is responsible for operating the
process and acts as the link between
our day-to-day management of climate-
related matters and the Board’s strategic
oversight of them.
The Chief Executive holds overall
responsibility for sustainability matters
and oversees the delivery of our Life is
too good to waste strategy. The Finance
Director remains the designated Board
member overseeing our TCFD work
programme.
However, this year we have redesigned
our governance structure to draw
together our Environment Committee
and TCFD Working Group into a new
Steering Committee for the ‘Our Planet’
pillar of Life is too good to waste.
The Our Planet Steering Committee
oversees all environmental sustainability
and climate work in the business,
including TCFD and the development of
our climate transition plan. We believe
that this new approach will better
integrate our ongoing programmes of
work and provide effective oversight.
The committee is chaired by the Retail
Director, who is a member of the
Executive Team and the Board, and
made up of senior leaders from across
the business. Throughout the year, the
committee receives regular updates
on the TCFD work programme from the
Sustainability Director. Updates are also
provided on a quarterly basis to the Audit
and Risk Committee as appropriate.
This new approach to the governance
of sustainability and climate-related
matters represents the culmination of
several years of work in this area. We
believe it will offer rigorous oversight
for the management of our risks, the
development of our climate transition
plan, and the delivery of our targets. It is
through this new structure that we ensure
climate-related matters are considered
as part of the business’s strategic and
financial planning. This complements and
informs the Board’s strategic oversight.
Annual Report and Accounts 2025 45
Overview Strategic Report Governance Financial Statements Additional Information
Senior management and
internal stakeholders
The Our Planet Steering Committee now
represents the key forum through which
we manage the business’s climate-
related risks and opportunities. Current
members are the Retail Director (Chair),
Property Director, Food & Drink Director,
Head of Group Tax and Risk, Tenanted
Director, Sustainability Director, and
Assistant Company Secretary.
To support the committee and further
embed management of risks into the
business, a new Our Planet Working Group
has also been formed. This Working Group
is responsible for the operational delivery
of our sustainability strategy, with members
drawn from teams across the business.
Outside of these forums, our Sustainability
Director is responsible for leading our day-
to-day work on sustainability and TCFD.
The Sustainability Director supports the
Steering Committee and Working Group
in delivering on our commitments, and
acts as a key link between the Board,
Executive Team and senior management
team by providing regular updates
andadvice.
The business’s performance against our
sustainability targets and objectives is
described on pages 50-53 and continues
to form part of the remuneration criteria
for our Executive Team.
Strategy
Our approach to
strategy disclosures
Continuing the trend of our TCFD
disclosures over the last few years, we
are pleased to report that we have
again advanced our approach to TCFD.
This year, we have begun the process of
developing a comprehensive climate
transition plan for the business. This
vital piece of work brings together our
TCFD work programme and broader
sustainability agenda. It represents a
strategic focus for us and we look forward
to providing an update on this work in
due course.
We have also completed our annual
review and confirmation of the business’s
key climate-related risks and opportunities
through the new Our Planet Steering
Committee. These remain unchanged
from our disclosure last year and are set
out from page 47. We define these key
climate-related risks as those that we
consider potentially material to Fuller’s,
its investors, and its other stakeholders.
Further information on how we identify,
assess, and manage our climate-related
risks is provided in the Risk Management
section of this disclosure.
We continue to recognise the importance
of taking an approach to climate-
related risks that allows the business to
identify potential risks early, actively
monitor them, and implement mitigation
strategies. We believe that our current
approach provides this for the business
and positions us well to take advantage
of the opportunities that will be presented
by a transition to a low-carbon economy.
Scenario analysis
With a focus on developing a climate
transition plan for the business, we have
not renewed our scenario analysis this
year. Our previous TCFD reports contain
updates on our work in this area to date.
As this year represents three years since
we first conducted qualitative and
quantitative scenario analysis, we intend
to revisit and renew the analysis next year.
We believe that this is an appropriate
timeline for ensuring the analysis remains
up to date and relevant to our business.
Our identified climate-related risks,
opportunities and consideration of
our resilience
In the table starting on page 47, we
set out our key climate-related risks.
We categorise each one as either a
physical or transition risk and set out
the timeframes in which we see them
potentially materialising as impacts on
our business. These timeframes have
been defined based both on the nature
of climate-related risks, which generally
require organisations to take a long-term
view beyond traditional business planning
cycles, and how we view the life of our
physical assets and business models.
The periods are therefore defined as:
short (1-5 years); medium (5-15 years);
and long (>15 years).
The risks listed in the table represent
those that we have identified as key
for the business across these time
horizons. For each risk, we have set out
how we view them and their potential
impact on Fuller’s, as well as detailing
the mitigation activities identified as
strategies to control and mitigate the
potential impact. Where relevant,
we have indicated whether these
mitigation strategies have already been
implemented, are planned in the near
future, or are currently being considered
as part of the business’s strategic and
financial planning. As appropriate for
these risks and the dynamic picture that
climate change presents, we continually
review our mitigation strategies to ensure
that the business’s approach remains
resilient to the potential impacts of
climate change.
In light of the approach to climate-
related risks and information set out
above, each year, we consider the
business’s overall resilience to climate
change. We base this judgement on a
consideration of the risks that we have
identified as key to the business; the
mitigations we have in place; and the
insights gathered from our TCFD work
programme and scenario analysis. This
year, it remains the business’s view that
climate-related risks do not represent a
material concern to the business in the
short term, and that there are currently
no material concerns pertaining to the
resilience of the business or our strategies.
TCFD
Continued
Fuller, Smith & Turner P.L.C.46
Risks
Risk How do we define this risk and
see it impacting our business?
Mitigation activities
Introduction
of a carbon tax
Transition: Policy
Timeframe: Medium
The introduction by the UK Government of
mandatory carbon pricing.
This risk could lead to a direct cost to the
business based on our direct Scope 1 and
Scope 2 operational emissions.
• Our science-based targets were approved by the SBTi last
year. However, with the arrival of the SBTi’s Forest, Land
and Agriculture (“FLAG") guidance, we are currently in the
process of aligning with this standard and renewing our
targets to reflect this. Our Net Zero targets remain the same.
•
W
e continue to implement our decarbonisation plans
to deliver these targets and have begun to develop the
business’s first climate transition plan to set out in detail how
we will achieve them.
• Recent decarbonisation actions include moving to 100%
renewable electricity supply for our Managed estate;
continued electrification of sites where possible; and
transitioning the company car fleet to electric vehicles.
Legislative changes
to support climate
change initiatives
Transition: Policy
Timeframe: Medium
The introduction by the UK Government of
mandatory policies to support the transition
to Net Zero in 2050 (e.g. more stringent
legal requirements for minimum energy
performance standards in commercial
properties).
This could result in increased costs as the
business adapts to comply with any new
legislation (e.g. the need to invest in our
properties to raise Energy Performance
Certificate (“EPC”) ratings). This could also
lead to an increased risk of costs associated
with non-compliance.
• The continued implementation of our climate and broader
sustainability strategy, which will lower our overall impact as
a business, should position the business well to respond to
potential legislative changes.
•
Our Sustainability Dir
ector continues to work with external
consultants and industry bodies to monitor legislation that
may impact our business and regularly meets with the
Executive Team and the Board, to keep them informed
of any relevant developments and how the business may
need to respond.
• Regarding proposed legislation on increased Minimum
Energy Efficiency standards, we are aware of our Tenanted
estate’s current performance and the changes that would
be required.
•
W
e continue to work with our suppliers, following the recent
introduction of extended producer responsibility (“EPR")
legislation for packaging, to select formats which lower the
environmental impact of our products.
Energy price
volatility
Transition: Market
Timeframe: Medium
The fluctuation of energy prices as economic
conditions, supply availability and changing
weather patterns affect the energy market.
This could result in increased operating costs
for properties in our Managed estate. In our
Tenanted estate, under extreme energy price
rises, this could result in a loss of income if
Tenants were unable to meet the obligations
of their leases.
•
W
e continue to purchase Renewable Energy Guarantees
of Origin (“REGOs”) covering 100% of our electricity
consumption.
• We continue, as part of regular maintenance, to implement
an energy efficiency strategy across our Managed estate
to reduce on-site consumption.
•
W
e continue to engage with our Tenanted estate to help
them effectively manage their energy use and costs.
Increased supply
chain disruption
Physical / Transition:
Chronic / Market
T
imeframe:
Medium / Long
Disruption in global supply chains arising as
a second-or
der effect of either physical or
transition risks.
This risk could lead to increased procurement
costs and, in some cases, the reduced
availability of products for our sites. This
could, in turn, have an impact on customer
demand.
•
W
e pursue, where appropriate, a diversified supplier base,
which we believe will allow the business to adapt to potential
disruption more effectively.
• This year, we have engaged with our key suppliers on
sustainability issues, including climate risk, to understand
what actions they are taking to address their own impacts
and risks. See the Metrics and Targets section of this
disclosure for more detail.
•
W
e have introduced a requirement in all major procurement
tenders for suppliers to share with us an overview of their
approach to climate risk and action, and undertake annual
data sharing with us.
• More broadly, our flexible food and drink offering prevents
over-reliance on any single product / category of product.
We continue to prioritise the use of local and seasonal
produce where possible.
Annual Report and Accounts 2025 47
Overview Strategic Report Governance Financial Statements Additional Information
TCFD
Continued
Risks
Risk How do we define this risk and
see it impacting our business?
Mitigation activities
Flooding
Physical:
Acute / Chronic
T
imeframe: Short
Increased inland and coastal flooding due to
more frequent and severe precipitation and
rising sea levels.
This risk would primarily affect properties in the
estate that are in flooding-prone areas and
result in costs for the business associated with
repairs and business interruption, where these
are not covered by insurance. In the longer
term, the business could also see increases
in insurance premiums and reduced asset
values for sites that are highly impacted by
flood risk.
This risk could also manifest in any proposed
site acquisitions and this is therefore
something that we take into account when
considering such strategic projects.
• We are aware of the risk exposure of our estate at a
property level, for both inland and coastal flooding, and
maintain suitable insurance provisions. These provisions are
reviewed annually.
•
Wher
e properties are particularly exposed to this risk, we
engage with local partners, such as the Environment
Agency, to implement mitigation measures, including flood
defences or dredging. The business has also invested in
these sites to improve their resilience, for example, through
the installation of on-site flood defences.
• We are actively evaluating our exposure for certain at-risk
properties in the medium to long term and exploring how
this can be mitigated appropriately.
Water stress
and drought
Physical:
Acute / Chronic
T
imeframe: Medium
Drought events and / or prolonged periods
of abnormally dry weather leading to water
scarcity.
This risk could lead to increased operating
costs for properties in our Managed estate
as the cost of water supply increases. In
some cases, business interruptions costs may
also arise where localised droughts severely
impact water availability on sites. This risk
could also lead to disruption in our supply
chain. For example, it could disrupt the supply
of key beverages, such as beer.
• We manage our properties’ water use by proactively
identifying and repairing leaks in partnership with our water
consultants.
•
W
e have, and continue to, invest in the estate to improve
water use efficiency through the installation of low flow
taps, showers and toilets. We work with our landscaping
contractors to minimise use of water through the installation
of drip watering for hanging baskets and planters.
Heat stress
Physical: Chronic
Timeframe: Medium
Prolonged periods of abnormally hot weather
affecting the operation of Fuller’s sites.
This could affect our business through
(temporary) changes in customer demand
during sustained periods of hot weather and
the need for increased capital investment to
manage the impact of hotter weather on our
properties.
•
W
e continue to invest in our estate and, where appropriate,
we are looking into glazing and shading opportunities as
part of our site investment and development work.
• We have also been installing air conditioning units in
affected sites to mitigate the impact of heat on both our
customers and our people.
•
Our kitchen electrification pr
ogramme has also delivered
benefits with respect to mitigating this risk by lowering the
average temperature in retrofitted kitchens.
Storm damage
Physical: Acute
Timeframe: Medium
Site damage or interruption of service caused
by extreme weather such as high winds,
heavy rain or snowstorms.
This risk could lead to increased costs
associated with repair or business interruption,
where these are not covered by insurance.
Further, extreme weather may also lead to
a fall in customer demand if visiting sites
becomes undesirable or unsafe.
•
Thr
ough our insurance provisions, we are aware of the risk
exposure of our property estate to storm damage.
• We carry out annual property and maintenance reviews
to ensure that our estate is in a good condition and that
appropriate action has been taken where necessary to
mitigate any property-specific storm risks.
continued
Fuller, Smith & Turner P.L.C.48
Opportunities
Opportunity How do we define this opportunity and see it impacting our business?
Changing consumer
expectations and
demand
Category:
Market / Reputation
T
imeframe: Medium
The demand from consumers for ‘greener’ menu options is a potential trend that we remain well-positioned
to respond to given our flexible menu offering and our continued implementation of our Life is too good to
waste strategy.
For example, we are currently exploring how we can reduce the emissions of our menu by introducing
alternative and innovative production methods into our supply chain, such as regenerative and vertical
farming. The successful launch of regenerative beef on some of our menus, in partnership with Grassroots
Farming, is an example of how we are already piloting this in our business.
This type of initiative could generate market and reputational advantages in responding to changing
customer expectations and meeting new demands.
Site investment
– reduced costs,
increased efficiency
Category: Operations
Timeframe: Medium
Investment in our sites to meet our climate targets and respond to potential legislative requirements could
realise reductions in our operating costs in the medium to long term.
We continue to explore, where appropriate, a shift to renewable energy on- and off-site; electrification of
kitchen equipment and hot water heating; and adopting energy efficiency measures in our sites. These
investments mitigate multiple climate-related risks for Fuller’s and help to future-proof our business for a more
uncertain world.
Risk Management
We view the effective management of our risks as key to ensuring that we achieve our strategic objectives in the long term,
while continuing to deliver the high standard that our customers, our people and our shareholders expect.
Our approach to the identification, assessment and management of our climate-related risks and opportunities remains
unchanged this year. We continue to use a framework for assessing climate-related risks that aligns with our approach to assessing
our other corporate risks, but has been adapted to reflect the complex nature of climate-related risks. We consider climate-
related risks as a subset of our wider corporate risks to ensure that they are appropriately integrated into our corporate risk
assessmentframework.
The Our Planet Steering Committee, with support from external advisors, oversees the annual review and assessment of our
identified climate-related risks. These are identified and assessed with input from departments across the business and evaluated on
the basis of their potential impact, likelihood and timeframes. This year’s review scrutinised the findings of last year’s work to identify
whether the business still considered them a fair and representative view. The results were shared with the Executive Team and the
Audit and Risk Committee for further input and appraisal. We found that last year’s disclosure remains an accurate reflection of our
view of the business’s relevant climate-related risks and hence, the risks in this year’s disclosure remain unchanged.
We also consider these individual climate-related risks as part of our broader assessment of the sustainability- and climate change-
related risk to the business. This assessment is captured by the inclusion of a sustainability and climate change risk in our corporate
risk register (see page 42). It reflects our view of the overall risk associated with the climate-related risks identified in this disclosure
and other sustainability-related risks. The Chief Executive holds responsibility for this overall risk, with responsibility for individual
climate-related risks and opportunities assigned to the Our Planet Steering Committee, Sustainability Director, and Executive
Team. In line with our top-down and bottom-up governance structures, we believe that this approach ensures that we have
comprehensive oversight of the risks from the Board through to our departments.
Metrics and Targets
Last year represented a significant development in our approach to Metrics and Targets with the business setting five new targets to
advance our sustainability agenda and the management of our climate-related risks and opportunities. We are therefore pleased
to provide updates on our progress against these targets in the table starting on page 50.
We continue to track our performance against several other internal metrics as set out in our Life is too good to waste strategy.
Thisincludes packaging volumes; waste processing and destination; and electricity, gas, oil and water consumption.
In relation to our Net Zero target, and as previously mentioned, we have also focused on developing our first climate transition plan
this year. We believe that this strategic piece of work will be invaluable in guiding the business’s approach to sustainability and
climate-related matters moving forwards and we have been engaging with colleagues across the business in its development.
Welook forward to providing a more detailed update on this piece of work in FY2026.
Annual Report and Accounts 2025
49
Overview Strategic Report Governance Financial Statements Additional Information
TCFD
Continued
Target Metric
Relevant
climate-related
risk / opportunity
Curr
ent and
historical performance Delivery updates and plans
By the end of FY2025,
90% of our Chefs and
General Managers
will have completed
our sustainability
training suite and
100% of inductions for
new employees will
feature sustainability
training.
To deliver this, we
are committing
that by the end of
FY2025 our bespoke
sustainability training
suite will have been
fully developed and
made available to all
of our colleagues.
Target type:
Absolute
% of Fuller’s Chefs
and General
Managers who
have completed
sustainability
training
% of inductions
completed with
sustainability
training as a
compulsory module
Base year:
FY2024
Applicable across
all of our key
climate-related risks
and opportunities
•
T
arget achieved:
We have developed
a climate awar
eness
training module on
our Attensi Training
platform with
Cambridge University-
backed provider
Stickerbook. This
training was made
available to all of
our team members
in March 2025.
•
At our annual confer
ence Mike Barry
(former Director of Sustainability at
M&S) gave a keynote speech on the
impacts of climate change and the
actions that our Operations team
could take to help reduce these issues.
We also incentivised our General
Managers to engage their wider team
to take the online climate awareness
trainingmodule.
• As part of the roll-out of the training, we
are looking to integrate it into all new
employee inductions in the business to
embed sustainability as an everyday
business concern and practice.
•
W
e are also planning to ensure that we
engage with the key leaders on our
sites and in our kitchens – our General
Managers and Chefs – to ensure that
they have undertaken this training.
100% of Board
members and the
senior management
team will have
undergone
sustainability training
by the end of FY2025.
Target type:
Absolute
% of Board
members and
senior management
team who have
undergone
sustainability
training
Base year:
FY2024
Applicable across
all of our key
climate-related risks
and opportunities
• Target achieved:
The Board and the
Executive T
eam have
received training on
sustainability with input
from the Zero Carbon
Forum (“ZCF”), of which
we are members.
•
All of our senior
managers and
Support Centr
e teams
undertook our online
climate awareness
training.
•
Sustainability and climate change
training will continue to be pr
ovided
to the Board and senior managers, as
appropriate, alongside regular updates
from the Sustainability Director and
Our Planet Steering Committee.
W
e will engage
with the suppliers
representing 95%
of our food and
drinks spend on
their sustainability
strategies and
climate risk mitigation
plans by the end
of FY2025.
T
arget type:
Absolute
% of Fuller’s supplier
spend covered
by engagement
with suppliers on
their sustainability
and climate risk
strategies
Base year:
FY2024
Risk:
Increased supply
chain disruption
•
T
arget achieved:
Our Buying Team
andSustainability
Director have
engaged with our top
10 suppliers, by spend,
to understand their
approach to climate
risk and action.
•
Having begun to for
malise our
engagement with suppliers this year on
sustainability and climate risk, we will
continue to have these discussions with
them on a regular basis to monitor and
support their progress.
• As part of all major tenders, there is now
a requirement for suppliers to provide
an overview of their approach to
climate risk and action. They will also be
required to provide climate data on an
annual basis to demonstrate progress.
•
W
e see strong partnerships and
collaboration with our suppliers as a key
avenue to reinforcing the security of our
supply, mitigating our climate-related
risks, and ensuring we offer customers
the quality that they expect.
Fuller, Smith & Turner P.L.C.50
Target Metric
Relevant
climate-related
risk / opportunity
Curr
ent and
historical performance Delivery updates and plans
In alignment with
the Courtauld
Commitment (now
known as WRAP's
Food and Drink Pact),
we are committed
to reducing the food
waste footprint of
our operations by
50% by 2030 from
a FY2025 base year.
T
arget type:
Absolute
% reduction in
operational food
waste footprint
Base year:
FY2025
Risk:
Legislative changes
to support climate
change initiatives
Opportunity:
Changing consumer
expectations and
demand
Site investment
– reduced costs,
increased efficiency
• Target delivery
ongoing.
• WRAP's Food and Drink Pact is a
voluntary agreement in the UK food
sector to deliver farm-to-fork reductions
in food waste, GHG emissions and
water stress.
•
W
e are now in the process of measuring
food waste across our operations.
• Following the introduction of the
‘Simpler Recycling’ legislation, all of
our sites now have facilities to recycle
foodwaste.
•
W
e have separately begun trials on
redistributing food waste via the Olio
app at five locations.
• We have also launched training, on our
training platform Attensi, to help our
chefs reduce food waste.
We will electrify 20%
of Fuller’s Managed
estate kitchens by
the end of FY2025.
T
arget type:
Absolute
% of Managed
estates kitchens
that have been
electrified
1
Risk:
Introduction
of a carbon tax
Ener
gy price
volatility
Legislative changes
to support climate
change initiatives
Opportunity:
Site investment
– reduced costs,
increased efficiency
• Target partially
achieved: At the end
of the financial year,
32 kitchens had been
retrofitted with key
kitchen equipment
switched from gas to
electric, This represents
17% of the Managed
estate.
• We continually invest in our sites
to improve the experience for our
customers and colleagues.
•
During the year
, we refurbished The
Head of the River to be our first fully
electric hotel.
• Looking ahead, we have plans to
continue this investment in further sites
to reduce the impact of our estate
and support the business in achieving
itstargets.
Net Zero across our
operational emissions
by 2030, and across
our supply chain
by 2040.
T
arget type:
Absolute
Scope 1, 2 and 3
GHG emissions
Risk:
Introduction
of a carbon tax
Opportunity:
Site investment
– r
educed costs,
increased efficiency
Changing consumer
expectations and
demand
•
Deliver
ed a 2.8%
reduction in net
operational carbon
emissions in FY2025
(Scope 1 and 2).
• Please refer to the pie
chart on page 43 for
our Scope 3 emissions.
• Across our GHG emissions reduction
targets, the development of our first
climate transition plan represents a
core focus for the business and it will
map out in detail how we achieve our
targets in the short and long term.
•
W
e are currently refreshing our SBTi
targets to reflect the introduction of the
FLAG guidance, and will look to provide
an update on this in the next year.
• We continue to invest in energy
efficiency measures on our sites and
provide training to our teams to support
them to reduce their site’s energy use.
•
W
e also continue to invest in the
electrification of our kitchens, where
local power supplies are sufficient, or
can be upgraded to support this.
• Finally, with a first year of engagement
completed, continuing to work with
our suppliers representing 95% of our
food and drink spend represents a key
element of our Net Zero plans and our
work to improve the accuracy of our
Scope 3 emissions reporting.
1 The wording of this metric has been amended for accuracy. This metric relates to our ongoing programme of work to electrify our kitchens and
equipment in the Managed estate. Where possible, we seek to fully electrify our kitchens and equipment but this is dependent on a site’s supply
and various other factors.
Annual Report and Accounts 2025 51
Overview Strategic Report Governance Financial Statements Additional Information
TCFD
Continued
Target Metric
Relevant
climate-related
risk / opportunity
Curr
ent and
historical performance Delivery updates and plans
SBTi targets
•
A 42% r
eduction
of our absolute
Scope 1 and 2
GHG emissions
by FY2030, from a
FY2020 base year.
• A 25% reduction of
our absolute Scope
3 GHG emissions
within the same
timeframe.
Target type:
Absolute
% reduction in our
Scope 1, 2 and 3
GHG emissions
Risk:
Introduction
of a carbon tax
Opportunity:
Site investment
– r
educed costs,
increased efficiency
Changing consumer
expectations
and demand
•
Delivered a 2.8%
reduction in net
operational carbon
emissions in FY2025
(Scope 1 and 2).
•
Please r
efer to the pie
chart on page 43 for
our Scope 3 emissions.
•
Acr
oss our GHG emissions reduction
targets, the development of our first
climate transition plan represents a
core focus for the business and it will
map out in detail how we achieve our
targets in the short and long term.
• We are currently refreshing our SBTi
targets to reflect the introduction of the
FLAG guidance, and will look to provide
an update on this in the next year.
•
W
e continue to invest in energy
efficiency measures on our sites and
provide training to our teams to support
them to reduce their site’s energy use.
• We also continue to invest in the
electrification of our kitchens, where
local power supplies are sufficient, or
can be upgraded to support this.
•
Finally, with a first year of engagement
completed, continuing to work with
our suppliers r
epresenting 95% of our
food and drink spend represents a key
element of our Net Zero plans and our
work to improve the accuracy of our
Scope 3 emissions reporting.
Securing 100%
renewable electricity
supply long term.
Target type:
Absolute
% of electricity
supply covered
by renewable
energy certificates
/ instruments /
power purchasing
agreements (“PPA")
Risk:
Introduction
of a carbon tax
Ener
gy price volatility
Legislative changes
to support climate
change initiatives
Opportunity:
Site investment
– reduced costs,
increased efficiency
•
W
e continue to
purchase REGOs
covering 100% of our
Managed estate’s
consumption.
•
W
e continue to review opportunities for
securing supply for our estate from off-
site renewable generation and we are
considering longer-term options, such
as a PPA.
• Where possible, we are reviewing
the potential for on-site renewable
installations on several of our key sites.
By 2025 we aim to
recycle at least 75%
of our operational
waste and divert
100% from landfill.
Target type:
Absolute
% of operational
waste that is
recycled
% of operational
waste that is sent
to landfill
Risk:
Legislative changes
to support climate
change initiatives
Opportunity:
Site investment
– r
educed costs,
increased efficiency
Changing consumer
expectations and
demand
• Target delivery
ongoing: We have
increased our
recycling rate to 65%
at the end of the
financial year.
• Following the introduction of the
‘Simpler Recycling’ legislation, all of our
sites now have facilities for recycling
food, card, glass and mixed waste.
•
Thr
oughout the business, we have
implemented training on reuse and
recycling to drive efficiency and waste
reductions.
• We are working with our suppliers to
both reduce the volume of packaging
sent to our sites in the first place and
switch to lower impact formats.
•
T
o deliver food waste reductions, we
have introduced a scheme to support
waste segregation before recycling and,
more recently, introduced a training
programme for kitchen teams to begin
measuring and reducing food waste.
• As outlined above, we are committed
to WRAP's Food and Drink Pact and
a 50% reduction in our food waste
footprint by 2030.
Fuller, Smith & Turner P.L.C.52
Target Metric
Relevant
climate-related
risk / opportunity
Curr
ent and
historical performance Delivery updates and plans
By 2030 we aim to
reduce our overall
energy usage by at
least 25%.
Target type:
Absolute
% reduction
in operational
ener
gy usage
Risk:
Introduction
of a carbon tax
Ener
gy price volatility
Legislative changes
to support climate
change initiatives
Opportunity:
Site investment
– reduced costs,
increased efficiency
•
T
arget delivery
ongoing.
•
As detailed above, thr
ough a
programme to improve the energy
efficiency of our estate and regular
maintenance, we continue to pursue
opportunities toreduce our energy
consumption.
By 2030 we aim to
eliminate the use of
natural gas, oil and
liquefied petroleum
gas (“LPG") where
feasible.
Target type:
Absolute
% of sites where
natural gas, oil and
LPG are still used
OR
% reduction in use
of natural gas, oil,
and LPG across sites
Risk:
Introduction
of a carbon tax
Ener
gy price volatility
Legislative changes
to support climate
change initiatives
Opportunity:
Site investment
– reduced costs,
increased efficiency
Changing consumer
expectations and
demand
• Through our site and
kitchen electrification
programme, we
have reduced our
gas consumption by
8% compared to the
previous year.
•
As detailed above, we continue to
invest in our Managed estate to deliver
the electrification of our kitchens. For
sites using LPG and oil, we plan to
transition them to electric kitchens,
and hot water and heating systems.
•
Wher
e eliminating oil and gas is
not possible due to building or
site constraints, we will focus on
implementing reduction measures
and upgrading heating systems to be
moreefficient.
By 2030 we aim
to eliminate all
unnecessary plastics
from our operations.
Target type:
Absolute
% reduction in use
of single-use plastics
in operations
Risk:
Legislative changes
to support climate
change initiatives
Opportunity:
Site investment
– reduced costs,
increased efficiency
Changing consumer
expectations and
demand
• Continued
implementation
of Green Goblet
reusable cups for
major events to
replace single-use
plastic cups.
•
W
e are working with our suppliers to
transition away from single-use plastic
items, primarily in our hotel estate.
• As outlined above, we are also working
with our suppliers to reduce the volume
of packaging in our supply chain.
Annual Report and Accounts 2025 53
Overview Strategic Report Governance Financial Statements Additional Information
Non-Financial and Sustainability Information Statement
The table below, together with signposts to other relevant sections of the Annual Report and Fuller’s website, constitutes the
Company’s non-financial information statement, in compliance with Sections 414CA and 414CB of the Companies Act 2006.
Reporting requirement Key policies / standards / frameworks For additional information
Business model
Business Model on pages 18 to 19
Principal risks and
impact on business
Risk Management on pages 36 to 42
Non-financial Key
Performance Indicators
Strategic Report on pages 22 to 23
Sustainability Report on pages 24 to 27
Environmental matters,
including climate-
related disclosures
Sustainability strategy – Our planet
Supplier Code of Conduct*
Responsible Sourcing Policy*; Environmental Policy*
Sustainability Report on pages 24 to 27
TCFD Report on pages 44 to 53
Employees
Sustainability strategy – Our people
Supplier Code of Conduct*
People policies including flexible working; parental
leave including maternity, paternity and adoption
leave; mental wellbeing; employee conduct;
recruitment, training anddevelopment; health
and safety and inclusivity, bullying and harassment
Whistleblowing Policy
Sustainability Report on pages 24 to 27
Stakeholder Engagement on pages 68 to 71
Governance section on pages 73 and 84
Social matters
Sustainability strategy – Our people,
planet and communities
Supplier Code of Conduct*
Gender Pay Gap reporting*
Sustainability Report on pages 24 to 27
Human rights
Supplier Code of Conduct*
Modern Slavery Statement*
Privacy policies in relation to employees,
customers* and Tenants*
Stakeholder Engagement on pages 68 to 71
Directors’ Report on page 105
Anti-corruption and
anti-bribery matters
Anti-Bribery and Corruption Policy
(covering gifts and hospitality);
Supplier Code of Conduct*
Responsible Sourcing Policy*
Whistleblowing Policy
Governance section on pages 73 and 84
* Available at www.fullers.co.uk
2025 Strategic Report
The Group’s Strategic Report, encompassing pages 10 to 54, was approved by the Board and signed on its behalf by:
Simon Emeny
Chief Executive
10 June 2025
S172 Compliance Statement
We recognise the importance of effective engagement with all our stakeholders to ensure that decisions that we take
support our long-term sustainable growth and the fulfilment of our purpose. Details of our key stakeholders and how we have
engaged with them can be found on pages 68 to 71. Our Section 172 statement on pages 70 to 71 outlines how the Directors
have acted in line with their statutory duties and includes principal decisions taken by the Board during the year.
See pages 70 to 71
Fuller, Smith & Turner P.L.C.54
GOVERNANCE
Highlights 2025 56
Chairman’s Introduction 58
Board of Directors 60
Board Leadership 62
Board Activities 66
Stakeholder Engagement 68
Culture and the Board 72
Nominations Committee Report 74
Audit and Risk Committee Report 80
Remuneration Committee Report 86
Directors’ Report 104
Directors’ Responsibilities Statement 108
1. Board leadership
and Company purpose Pages
A. Effective Board 62 to 63
B. Purpose, values and culture 58 to 59
C. Governance framework
and controls
62 and 83
D. Stakeholder engagement 68 to 69
E. Workforce policies
and practices
73
2. Division of responsibilities Pages
F. Board roles 62 to 64
G. Independence 63
H. External appointments 64
I. Key activities of the Board 66 to 67
3. Composition, succession
and evaluation Pages
J. Appointments to the Board 75 to 77
K. Board skills, experience
and knowledge
63 and 75
L. Annual Board evaluation 79
4. Audit, risk and
internal control Pages
M. Financial reporting
Internal and external audit
82
84 to 85
N. Review of the Report
and Accounts
85
O. Internal financial controls
Risk management
83
36 to 38
5. Remuneration Pages
P. Linking remuneration
with our purpose,
values and strategy
89
Q. Summary of
Remuneration Policy
90
R. Pay for performance 88
The Board remains committed
to maintaining high standards
of corporate governance and
complies with the UK Corporate
Governance Code 2018
(the “Code”).
Compliance with the Code is
monitored by the Board and
application of the principles
can be found throughout
this governance section.
We have reviewed the new UK
Corporate Governance Code
2024 and have taken into account
some of these provisions when
preparing this year’s report.
UK Corporate
Governance Code
Annual Report and Accounts 2025 55
Overview Strategic Report Governance Financial Statements Additional Information
“ Good governance isn’t just about policies, it is also
about people. We believe that maintaining the right
culture and investing in great leaders, while also
ensuring our team members feel empowered to
do the right thing, enables us to protect and grow
long-term value for our shareholders.”
Dawn Browne
People & Talent Director
Highlights
FROM OUR YEAR
Governance Highlights 2025
Board succession
Michael Turner will retire following the 2025
AGM and will be succeeded by Simon
Emeny as Executive Chairman. Fred Turner
will be promoted to Chief Operating Officer.
Michael Turner
Chairman
Simon Emeny
Chief Executive
Fred Turner
Retail Director
Jane Bednall
Independent
Non-Executive
Director
Robin Rowland, OBE
Independent
Non-Executive
Director
After six years of invaluable contributions, Helen Jones retired from the
Board on 31 March 2025. The Board was delighted to welcome Jane
Bednall as an independent Non-Executive Director and our Employee
Engagement Director.
Jane joins a knowledgeable team of Non-Executive Directors who bring
a range of diverse skills, backgrounds and perspectives to the Board.
Robin Rowland succeeded Helen Jones as Chair of the Remuneration
Committee.
Read more in the Nominations Committee Report on
pages 76 to 77
In August 2024 we acquired Lovely Pubs, seven
stunning pubs in Warwickshire and Worcestershire,
and welcomed 320 new team members to the
Fuller’s family.
254
leaders who have completed or started
our
Lead Your Way
programme
Read more about Culture and the Board on pages 72 and 73
Fuller, Smith & Turner P.L.C.56
+11%
increase from FY2024
Meeting attendance Dividend growth
Board
1
FY2025
Chairman
Michael Turner 10/10
Executive Directors
Simon Emeny 10/10
Neil Smith 10/10
Fred Turner 10/10
Dawn Browne 10/10
Non-Executive Directors
2
Juliette Stacey
3
9/10
Sir James Fuller Bt
4
9/10
Richard Fuller 10/10
Robin Rowland 10/10
Former Director
Helen Jones
5
10/10
1 Includes scheduled and ad hoc meetings.
2 Jane Bednall was appointed as a Director with effect from 1 April
2025 and therefore has not attended any meetings in FY2025.
3 Unable to attend one scheduled Board call due to being unwell.
4 Unable to attend one Board meeting called at short notice due
to a prior commitment, but reviewed the papers beforehand and
provided feedback.
5 Retired as a Director with effect from 31 March 2025.
Board composition
Chairman 10%
Executive Directors 40%
Non-Executive Directors 20%
Independent 30%
Non-Executive Directors
2025 19.76p
2024 17.75p
2023 14.68p
Board as at 29 March 2025
Board gender balance
Male 70%
Female 30%
Board tenure
<3 years 10%
3-6 years 30%
6-9 years 20%
9+ years 40%
100%
of Board members and senior
management team have
completed sustainability
and climate change training
See pages 50 and 63
Annual Report and Accounts 2025 57
Overview Strategic Report Governance Financial Statements Additional Information
This will be my last introduction to our
report on governance as Chairman as I
am retiring at the 2025 AGM. I took over
the role of Chairman 18 years ago with
the objective to continue the success
of Fuller’s as a profitable business and
protect its position in the future. I truly
believe we have succeeded in doing this
and I want to thank my Board colleagues
over the years for their continued support
and hard work.
Underpinned by the strength of the
business, we have continued to deliver
our purpose, vision and strategy for the
long-term benefit of all our stakeholders.
As a Board we have high standards of
corporate governance which ensures
we take decisions with the interests of
our shareholders and wider stakeholders
always at the forefront of our minds.
More information about our governance
structure and engagement with
stakeholders can be found on pages 62
to 64 and 68 to 71. You can also read
more about our compliance with the
Code on page 65.
With my retirement, it has been a busy
year for the Nominations Committee with
a key area of focus being to plan for my
succession.
Chairman’s Introduction to Governance
On behalf of the Board,
I am pleased to present our
report on governance for the
year ended 29 March 2025.
It has been another year of
growth and success, and
the Board have remained
dedicated to robust and
effective governance whilst
promoting the sustainable
long-term success of the
Company.
DECISIONS GUIDED BY
integrity
“We have continued to deliver our
purpose, vision and strategy for
the long-term benefit of all our
stakeholders.”
Michael Turner
Chairman
Fuller, Smith & Turner P.L.C.58
I am delighted that Simon Emeny will
step into the role of Executive Chairman
as my successor following the 2025
AGM and, alongside this change, Fred
Turner will assume the role of Chief
Operating Officer. Another key area
for the Nominations Committee has
been Non-Executive Director succession
planning. We bid farewell to Helen Jones
who retired on 31 March 2025 having
served six years as an independent Non-
Executive Director and welcomed Jane
Bednall as a new Non-Executive Director
on 1 April 2025. I would like to thank Helen
for her invaluable contributions and
advice to the Board. You can read more
about the Board succession changes,
and appointment process and induction
programme for Jane on pages 76 to 77.
As we move into the next financial
year, I truly believe our Directors
possess the necessary skills to run this
business, providing a strong balance
of experience, independence and
knowledge. You can read more about
them on pages 60 to 61.
Our other Board Committees – the Audit
and Risk Committee and Remuneration
Committee – have also been busy
throughout the year and you can read in
more detail about their key activities and
work on pages 80 to 103.
We are a people focused business and
regular engagement with our teams plays
a vital part in our success. The Board have
met regularly throughout the year in both
our Support Centre, Pier House, and in
some of our fantastic meeting rooms in
our pubs and hotels. This has provided lots
of opportunities to meet with our team
members which is one way to promote
a culture of openness and debate. On
page 73, we discuss other ways that
the Board assesses and monitors culture
across the business. You can also read
about Jane Bednall’s role as our new
Employee Engagement Director on
page72.
Good governance is deeply embedded
in our approach to sustainability, in terms
of people, communities and planet as set
out on pages 24 to 27. Environmental and
climate work is now overseen by the Our
Planet Steering Committee as explained
on pages 45 to 46. We are into our
fourth year of reporting on TCFD which
is overseen by the Board with support
from the Audit and Risk Committee.
We receive regular updates from the
Sustainability Director on delivery of our
TCFD work, climate transition plan and
sustainability strategy, and you can read
more on TCFD on pages 44 to 53.
The Board carried out their annual
performance review led by our
Senior Independent Director, Juliette
Stacey. Thisis considered an important
exercise for the Directors to review their
effectiveness. The results provided useful
insights and the conclusions show that
the Board and its Committees continue to
work effectively and add value. Further
details of the review and progress against
our action plan from last year can be
found on page 79.
Our AGM – which will be my last – will
take place at The George IV in Chiswick,
London, on 22 July 2025, and along
with my Board colleagues I am looking
forward to welcoming you at the AGM to
answer any questions.
Finally, I would like to take this opportunity
to wish all of my colleagues and Fuller’s
team members success in the future.
Michael Turner
Chairman
10 June 2025
Board
Male 7
Female 3
70%
30%
Executive Team and
their direct reports
Male 13
Female 17
43%
57%
All Employees
(excluding Directors & Executive Team)
Male 2,861
Female 2,469
54%
46%
Gender Balance
Annual Report and Accounts 2025 59
Overview Strategic Report Governance Financial Statements Additional Information
6 11 10 5 3 2 1 8 7 4 9
1
N
MICHAEL TURNER
CHAIRMAN
Date appointed to the Board: January 1985
Experience: Michael brings an in-depth
understanding and knowledge of this long-
established family business and extensive
experience in leadership and executive
management. A Chartered Accountant with
international experience, Michael joined
Fuller’s in 1978, initially running the Wine
Division as Wine Director. Appointed Marketing
Director in 1988, Managing Director in 1992,
Chief Executive in 2002 and Chairman in
2007. Chairman of the British Beer and Pub
Association 2008–2010. Master of the Worshipful
Company of Vintners 2011–2012.
Key external appointments: None
2
SIMON EMENY
CHIEF EXECUTIVE
Date appointed to the Board: May 1998
Experience: Simon has a detailed knowledge
of Fuller’s operations gained through his 28
years’ experience with the Group and valuable
commercial expertise in consumer-focused
businesses. Joined in 1996 from Bass plc
where he held a variety of senior operational
and strategic planning roles. Appointed to
the Board as Retail Director in May 1998,
Managing Director, Fuller’s Inns in July 2006,
Group Managing Director in November 2010
and Chief Executive in July 2013. Previously
Senior Independent Director and Chair of the
Remuneration Committee of Dunelm Group
plc. An economics graduate and alumnus of
Harvard Business School.
Key external appointments: Non-Executive
Director of The National Gallery Company
Limited and UKHospitality, and Senior
Independent Director of WH Smith PLC.
3
NEIL SMITH
FINANCE DIRECTOR
Date appointed to the Board: November 2021
Experience: As well as extensive financial
experience in hospitality and consumer-
focused businesses, Neil has strong commercial
expertise, including business and strategic
development. Previously served as Chief
Financial Officer of Domino’s Pizza Group PLC
and, prior to this, Chief Financial Officer of Ei
Group plc (formerly Enterprise Inns plc). Neil
has also held senior financial roles at Compass
Group plc, Virgin Media, Telewest Global Inc.
and Somerfield plc. Qualified as a Chartered
Accountant with PwC.
Key external appointments: None
Board of Directors
Key to Committee Membership:
A
Audit and Risk Committee
N
Nomination Committee
R
Remuneration Committee Committee Chair
Chairman Executive Directors
Fuller, Smith & Turner P.L.C.60
7
A
N
R
JULIETTE STACEY
SENIOR INDEPENDENT
NONEXECUTIVE DIRECTOR
Date appointed to the Board: March 2018
Experience: Juliette has over 30 years’ leadership
experience with a strong finance background.
She brings extensive knowledge of business and
strategic (including M&A) development, listed
company experience and risk management.
She is an experienced audit committee chair.
Former Chief Executive of Mabey Holdings
Limited. Former Chief Operating Officer (UK
and Europe) and previously Finance Director
(Commercial UK) of Savills plc. Qualified as a
Chartered Accountant with Ernst & Young LLP.
Key external appointments: Non-Executive
Director and Chair of the Audit Committees of
Renishaw PLC and Sanderson Design Group
plc, and Non-Executive Director of Hardwicke
Investments Limited and one of its trading
subsidiaries, Willmott Dixon Holdings Limited.
9
A
N
R
JANE BEDNALL
INDEPENDENT
NONEXECUTIVE DIRECTOR
Date appointed to the Board: April 2025
Experience: Jane brings a strong marketing and
commercial background in customer facing
companies and has valuable non-executive
director experience. Jane is the designated
Employee Engagement Director for Fuller’s.
Formerly Chief Marketing Officer for SSE plc,
and prior to that held global senior leadership
positions with InterContinental Hotels Group
plc and British Airways plc. She was also a Non-
Executive Director at Enterprise Inns plc and DFS
Furniture plc.
Key external appointments: Advisor to
AustralianSuper and Independent Non-Executive
Director on the Board of the Kings Cross Central
General Partnership where she also acts as Chair
of the Remuneration Committee.
10
N
SIR JAMES FULLER BT
NONEXECUTIVE DIRECTOR
Date appointed to the Board: June 2010
Experience: James has a long experience of
the Fuller’s business and provides a key link with
family shareholders. Served in The Life Guards
from 1991 to 1998. Employed by the Company
from 1998 to 2003, working in the Tied and
Managed Pub estate, and has since been
running his own business.
Key external appointments: None
8
A
N
R
ROBIN ROWLAND, OBE
INDEPENDENT
NONEXECUTIVE DIRECTOR
Date appointed to the Board: March 2020
Experience: Robin brings over 35 years’
experience in the restaurant and food and
beverage sectors, and has strong financial
and commercial expertise, and business and
strategic development experience. Previously
Chairman and Chief Executive of YO! Sushi,
and Non-Executive Director of Marstons PLC
and Tortilla. Awarded an OBE in 2015 for
outstanding services to hospitality.
Key external appointments: European Partner
of TriSpan Private Equity with Chairman and
Non-Executive Director roles with five portfolio
companies: Mowgli, Pho, Rosa Thai, Rosa
Mexicano (USA) and Thunderbird. Independent
Non-Executive Director at Caffè Nero and
UKHospitality.
11
RICHARD FULLER
NONEXECUTIVE DIRECTOR
Date appointed to the Board: December 2009
Experience: Richard has a deep understanding
of the Fuller’s business and operations,
having worked for the Company since 1984.
Appointed a Divisional Director in 1992 and to
the Board in December 2009, with responsibility
initially for sales then, additionally, personnel,
corporate affairs and government relations.
Became Non-Executive Director in February
2020. A GMP graduate of Harvard Business
School. Master of the Worshipful Company
ofBrewers 2020–2022.
Key external appointments: Non-Executive
Chair of both the Cotswold Cider Company
and Kempton Park Racecourse. Member of
theBoard of Stewards of The Jockey Club.
6
RACHEL SPENCER
COMPANY SECRETARY
Date appointed to the Board:
January 2021
Experience: Rachel is an experienced
company secretary and has significant
corporate governance, regulatory and
compliance expertise. Previously held
positions at a number of other listed
companies, including Invensys PLC,
Aldermore Group PLC (both the listed
entity and the regulated bank) and
Clarkson PLC. Fellow of the Chartered
Governance Institute. Rachel serves as
a trustee to the Fuller’s Defined Benefit
Pension Plan.
Key external appointments: None
CHANGES SUBSEQUENT
TO THE YEAR END
Helen Jones retired from the Board as an
independent Non-Executive Director on
31 March 2025.
4
FRED TURNER
RETAIL DIRECTOR
Date appointed to the Board: June 2019
Experience: Fred has a strong financial
background and a deep understanding of
Fuller’s operations having worked in a number
of roles in the business. Joined the Company
in 2013 as an Operations Manager for Fuller’s
Inns. Appointed Head of Tenanted Operations
in 2015, Tenanted Director in 2018 and Retail
Director in 2019. Qualified as a Chartered
Accountant with Grant Thornton UK LLP.
Civilengineering graduate.
Key external appointments: None
5
DAWN BROWNE
PEOPLE & TALENT DIRECTOR
Date appointed to the Board: July 2023
Experience: Dawn is an experienced people and
development professional, with a background
in both the hospitality and travel sectors, and
has strong expertise in organisational change,
diversity and inclusion, and culture. She brings a
deep understanding of our people and Fuller’s
operations having worked in a number of roles
in the business. Dawn joined the Company in
2011 as Group Development Manager and was
appointed Head of Operations for the City in 2016
and People & Talent Director in 2019. Previously
she was Head of Training & Development at
Compass Group and held various people roles
at Qantas and British Airways. She has an MSc
inPeople & Organisational Development.
Key external appointments: None
Non-Executive Directors
Read more about Non-Executive
Director succession planning on
page 76
Annual Report and Accounts 2025 61
Overview Strategic Report Governance Financial Statements Additional Information
Board of Directors
Read more about the Directors on pages 60 to 61
Board Committees
Our governance framework is led and implemented by a highly experienced Board and
Executive Team whose focus is to promote the long-term success of the Company.
governance and risk management, and
ensuring that the appropriate resources
are in place to deliver these.
We have a well established governance
framework in place that defines structures
and processes and enables effective
decision making, allowing the Board to
meet its objectives.
An overview of the governance
framework is set out above and more
information on roles and responsibilities
can be found on our website.
We have a formal schedule of matters
reserved for the Board and, where
appropriate, the Board has delegated
some of its responsibilities to mandated
Committees, each of which operates
under written terms of reference
approved by the Board which are
reviewed on an annual basis. Reports
from Committee Chairs, on their
activities, are provided to the Board
following each meeting, and minutes
of the Committee meetings are made
available to Board members (other
than if there is a conflict of interest in
respect of any particular matter). Board
meetings enjoy open dialogue and
constructive challenge on all issues
is encouraged. Prior to the meetings,
papers are provided in advance to
ensure the Board are fully briefed with
enough time for any questions to be
raised. A tracking system is in place and
monitored by the Company Secretary
to ensure key actions from meetings
are actioned. The Board delegates all
operational matters and execution of
the strategy to the Chief Executive,
who is supported by his Executive
Committee which comprises the
Executive Directors, and the Marketing
Director and Property Director.
Board Leadership and
Company Purpose
Effective Board
Led by the Chairman, the Board
is collectively responsible to our
shareholders for the performance and
long-term success of the Group, as well
as to other stakeholders for the wider
impact we have. Details about our key
stakeholders and our engagement
with them is set out on pages 68 to 69,
together with our Section 172 Statement
on pages 70 to 71 which explains how
we take their views into account.
The Board’s role includes the
establishment, review and monitoring
of the Company’s strategy, approval of
major acquisitions, disposals and capital
expenditure, setting the Company’s
purpose and values, overseeing the
Group’s systems of internal controls,
Read more about the key Board roles and responsibilities at:
www.fullers.co.uk/corporate/about-us/governance/governance-documents
Sustainability Committees
Develop and monitor
the Group’s sustainability
strategy around our people,
communities and planet
Board Leadership
Executive Committee
Assists the Executive Chairman
in the performance of
their duties
Executive
Chairman
Investment Committee
Reviews and approves
capital related projects
and investments
Approvals Committee
Reviews and approves
central costs, Support
Centre staff changes and
key supplier contracts
Audit and Risk
Committee
Monitors financial
reporting, manages
external auditor
relationship and
oversees the
effectiveness
of risk management
and internal
control systems
Nominations
Committee
Leads the process
for the appointment of
Directors, succession
planning, Board
composition and
overseeing diversity
and inclusion initiatives
Remuneration
Committee
Sets the Remuneration
Policy for the
Chairman and
Executive Directors
and reviews the
remuneration
framework for other
senior management
Governance structure following the retirement of the Chairman at the 2025 AGM
Fuller, Smith & Turner P.L.C.62
As set out in the governance framework,
a number of sub-committees report
into the Executive Committee and are
responsible for reviewing and approving
capital related projects and investments
and central costs, and driving and
monitoring progress against the Life is too
good to waste strategy. Regular updates
from these sub-committees are reported
to the Executive Committee throughout
the year.
We hold at least six Board meetings a
year, with additional meetings scheduled
as required. The meetings are held
in-person both at the Group’s Support
Centre, Pier House, and also out within
the estate which provides an opportunity
to gain a deeper understanding of
the business and to build relationships
with our people. Board calls are also
scheduled to provide business updates
between meetings when required.
An annual programme of agenda items
is agreed in advance of the start of the
financial year and is a combination of
matters reserved for the Board, strategic
objectives and the financial calendar.
This creates a clear framework to ensure
that key matters and strategic decisions
are addressed in a timely manner.
Board and Committee agendas are
managed by the Company Secretary in
consultation with the Chairman and with
input from the Chief Executive.
The programme covers a broad range
of updates from each of the Executive
Directors and the Company Secretary
on matters for which they are responsible.
Presentations from the Executive Team
and senior management are also
scheduled to ensure there is sufficient
exposure to talent in the business
while also providing an opportunity for
engagement on strategic projects and
key areas that are being improved across
the Company. Presentations during the
year have included a food and drink
strategic review, update on the Tenanted
business, annual cyber security update
and a deep dive into the operational
three-year plan. As well as providing
insight into our stakeholders, these
sessions give us the opportunity to provide
feedback and different perspectives
to those presenting and are a great
developmental opportunity.
We ensure that every year we take a
few days out of the business to complete
an in-depth review of the Group’s
strategy, which includes, among other
things, discussions about market trends,
consumer market, competitor landscape
and capital structure.
This year, the strategy session was held over
two days in Hampshire and we took the
opportunity to visit competitor sites. We
were joined by members of the Executive
Team to provide their views on the
strategy, together with external speakers
who provided input on the economic
and consumer outlook, customer profiles
and investor considerations.
As well as the dialogue within the
boardroom, the independent Non-
Executive Directors communicate
privately, under the leadership of the
Senior Independent Director, without
the Executive Directors and other Non-
Executives present. All Non-Executive
Directors also meet informally with the
Chairman and the Chief Executive on a
regular basis. These meetings allow for
the review of issues faced by the business,
continuation of dialogue on strategic
issues, discussion of Board appointments
when appropriate, succession planning,
and the provision of support to the
Chairman and the Chief Executive in
theirroles.
Division of Responsibilities
Board balance and independence
The Board currently comprises the
Chairman, four Executive Directors, and
five Non-Executive Directors, of which
two, Sir James Fuller Bt and Richard Fuller,
are family members, as is the Chairman
Michael Turner. At the 2025 Annual
General Meeting, Michael Turner will retire
as Chairman and will be succeeded by
Simon Emeny as Executive Chairman,
and Fred Turner will be promoted to Chief
Operating Officer. The succession plans
are discussed in detail on page 76.
Three of the Non-Executive Directors
are deemed independent under the
Code and are experienced business
leaders, and collectively all of the Non-
Executives bring a wide range of skills
and experience to the Board. Although
at least half of the Board (excluding
the Chairman) does not comprise
independent Non-Executive Directors,
the Board considers it is well balanced
as it has the right number of members for
the size of the Group, with representation
of the founding families on the Board
being considered very important in a
company with a high proportion of family
shareholders. The Directors agree that
no one individual dominates discussions
and that each makes a full and
positivecontribution.
The Board and members of our Executive
Team have all received sustainability
briefings.
By widening their understanding of how
climate change is impacting Fuller’s and
the wider sector, briefings were provided
– with input from the Zero Carbon
Forum and Mike Barry, former Head of
Sustainable Business at M&S and leading
sustainability consultant – to educate
and inspire action. The briefings covered
the principles of climate change and
the latest climate science, plus the
business case for sustainable actions.
We also worked with an external
provider, Stickerbook, to create a
climate change training course for
our Support Centre team members.
Stickerbook creates training modules
that are researched at, and supported
by, the University of Cambridge. Using
Stickerbook’s existing content and some
of our own videos, we created a course
that sits on Attensi, our internal training
platform, that takes only 15 minutes
to complete. The course has been
completed by over 100 colleagues.
Strategy in Action
Climate change
TRAINING
Annual Report and Accounts 2025 63
Overview Strategic Report Governance Financial Statements Additional Information
Board and Committee structure
The Board has overall responsibility for
governance across the Group as set
out in the Company’s governance
framework on page 62. There is a clear
division of responsibilities between the
roles of Chairman, Chief Executive and
Senior Independent Director which are
documented and can be found on our
website. The terms of reference of the
Board Committees are also available
on our website. The responsibilities for
the new Executive Chairman and Chief
Operating Officer roles have been
agreed by the Nominations Committee
as part of agreeing the succession plans
outlined on page 76 and will be available
on our website following the retirement of
the Chairman at the 2025 AGM.
Board Leadership
Continued
Time commitment
The Directors continue to demonstrate
that they can devote sufficient time
to their roles to ensure they meet their
responsibilities. Directors must seek
permission before accepting any external
appointments so that, amongst other
things, the Board can be satisfied that
they will continue to have sufficient time
available to devote to the Company.
Further, the Nominations Committee
considers the time commitments
of proposed candidates prior to
appointment to the Board to ensure
that they are able to dedicate sufficient
time to the role.
Conflicts of interest
The Board has procedures in place
for managing conflicts of interest. If
a Director or any of their connected
persons becomes aware they may
have an interest that conflicts, or may
possibly conflict, with the interests of
the Company they are required to
notify the Chairman who will report
these to the Board for approval. The
Board may impose certain limits or
conditions when giving authorisation.
The Company Secretary maintains
a Register of Authorised Conflicts of
Interest which is reviewed at least
annually by the Nominations Committee
and procedures reconfirmed. Directors
have a continuing duty to update any
changes to their conflicts of interest.
Fuller, Smith & Turner P.L.C.
64
Advice for the Board
All Directors have access to the advice
and services of the Company Secretary,
whose appointment and removal is
a matter for the whole Board. There
is also a formal procedure in place
under which Board members can,
at the Company’s expense, obtain
independent professional advice should
they decide it is necessary in order to fulfil
their responsibilities as Directors.
The Company Secretary is responsible
to the Board for ensuring that Board
procedures are complied with. The
Directors are satisfied that any concerns
they raise at Board meetings are
recorded in the minutes. The Company
maintains appropriate insurance cover
in respect of legal action against its
Directors and Officers.
Statement of Compliance with the UK Corporate Governance Code 2018 (the “Code”)
The Board is committed to maintaining effective corporate governance and integrity, enabling us to deliver our strategy
for the long-term benefit of all our stakeholders. With this in mind, the Company has applied the main principles of the
Code throughout the year. However, given the structure of the Group – we are a listed public company but still very much
a family-controlled concern – there are some provisions of the Code where we do not comply but where we do consider
our governance framework remains appropriate. These are summarised in the table below.
The Code can be found on the Financial Reporting Council’s website at www.frc.org.uk
Code
Provision Detail of non-compliance Further information
Principle 2: division of responsibilities
11 At least half of the Board,
excluding the Chairman,
are not independent
Non-Executive Directors.
The Board considers that membership is well balanced with the right mix of skills
and experience. The presence of Non-Executive Directors who are long-standing
family shareholders is important in this professionally run family business.
Principle 3: composition, succession and evaluation
18 Directors are not subject
to annual re-election.
In accordance with the Company’s Articles of Association (“Articles”), all
Directors are subject to election by shareholders at the first AGM after their
appointment and to re-election at three-yearly intervals. As part of the annual
Board effectiveness review, the performance of the Directors is evaluated and
forms the recommendation in the Notice of AGM as to why the Company
believes an individual Director should be re-elected. In view of the Company’s
size, its ownership structure and its history, the Board is not minded to move to
annual re-election of Directors but will keep this requirement under review.
19 Chairman has been in post
for more than nine years.
The Chairman is retiring at the 2025 AGM but the Board has always considered
that his knowledge and understanding of this long-established family business
and its requirements as extremely valuable. The Chairman will be succeeded by
Simon Emeny as Executive Chairman. While the Code notes that the Chairman
and Chief Executive roles should not be exercised by the same individual, this
has been carefully considered by the Board as explained further on page 76.
Principle 5: remuneration
38 Pension contribution rates
for the Chief Executive
and Retail Director are
not aligned with those
available to the workforce.
Given the pension rate for the Chief Executive and Retail Director represents an
existing contractual commitment, the Board does not consider it appropriate
to make a reduction at this stage. The rate for the People & Talent Director who
was appointed in July 2023 is aligned with the rate of pension that is available to
the majority of the Company’s employees.
Pages 55 to 107 explain how we have complied with and applied the Code during the year.
Annual Report and Accounts 2025
65
Overview Strategic Report Governance Financial Statements Additional Information
FY2024 results
and dividend
payment
Highlights
ACROSS THE YEAR
BOARD
The Board reviews key strategic matters on a regular
basis and the timeline on this page shows the key
events during FY2025 to date.
Strategy Board
away days
Focus on strategy
and long-term vision.
FY2025 interim
dividend payment
+7. 41p
Increase of 11.8%
Board Activities
June 2024April 2024
Sept 2024
Risk review
Evaluation of the
effectiveness of the
risk management
and internal
control systems.
Share buyback
Extension
of programme
to repurchase further
1 million “A” Ordinary
Shares continues.
Approval
of disposal of
Tenanted sites
37 pubs sold to
Admiral Taverns
for £18.3 million,
a premium of
£1.6 million to the
gross asset value
of £16.7 million.
Revenue
+7 %
Like for like sales
+11%
Dividend
+21%
to 17.75p
Approval of
the acquisition
of Lovely Pubs
Seven stunning pubs
in Warwickshire /
Worcestershire for
a total consideration
of £22.5 million.
Board
performance
review
Agreed approach for
FY2025 and reviewed
actions from FY2024
performance review.
Director pub visits
Visits to pubs in the
South Downs area
of the estate.
Fuller, Smith & Turner P.L.C.66
Jane Bednall appointed
as new independent
Non-Executive
Director and Employee
Engagement Director.
Robin Rowland
appointed Chair
of Remuneration
Committee.
Helen Jones retires
as independent Non-
Executive Director.
Alongside these key events, the Board’s annual planner includes regular
updates on operational and governance matters, updates from Committee
Chairs, management accounts, health and safety reports and in-depth half
yearly employee engagement updates.
FY2025 results and
dividend payment
announced
Board succession
Retirement of
Michael Turner and
appointment of
Simon Emeny as
Executive Chairman.
Promotion of
Fred Turner to Chief
Operating Officer.
Board
sustainability
training
Briefing on
sustainability and
climate change.
FY2026 budget
and three-year
plan review
and approval
Reviewed and
approved financial and
operational plan for
FY2026 and following
two years.
Share buyback
Announced new share
buyback programme
to repurchase 1 million
“A” Ordinary Shares.
Happiness Index
action plan
Results from annual
employee engagement
survey presented
– overall happiness
and engagement
improving for the
third year running.
Refinancing
Agreed a new £185
million bank facility.
Board changes
June 2025
Jan 2025 April 2025
Food and
drink strategy
Strategic review of
suppliers to support
customer proposition
and effective
procurement.
Conclusion of the
share buyback
programme
Repurchase of the
6.5 million “A” Ordinary
Shares issued in 2021
completed.
Cyber security
Annual update
presented by Head of IT.
Family Day 2024
Annual Report and Accounts 2025 67
Overview Strategic Report Governance Financial Statements Additional Information
We recognise that maintaining strong relationships with
all our stakeholders ensures we understand their different
needs when making decisions to drive our strategy and
create long-term value.
Institutional Investor attendance is also
encouraged in line with their duties set
out in the Stewardship Code. Concerns
over any issues being voted upon at
the AGM can be discussed through an
in-person meeting with the Directors
facilitated by the Company Secretary.
Committee Chairs and Directors are
encouraged to attend the AGM to
answer any relevant questions.
The 2024 AGM was held at The George
IV, in Chiswick, in July 2024. Shareholders
were given the opportunity to ask
questions ahead of the meeting using
a dedicated e-mail address. In line
with best practice, voting at the 2024
AGM was conducted by way of a
poll, allowing shareholders to vote in
proportion of their shareholding. The AGM
was well attended and gave a good
opportunity for the Directors to connect
with shareholders in person.
Wider stakeholder engagement
In terms of wider stakeholder
considerations, we are kept informed
– predominately through the Executive
Directors – of any key issues or changes
that may better inform decision making.
During the year, we have also heard from
members of the senior management
team which has provided further insight
to some of our key stakeholders. This
has included an in-depth customer
review from the Marketing Director,
a presentation on our food and drink
strategy and supplier relationships from
the Food & Drink Director, and annual
updates from the Tenanted Director and
the Group Health & Safety Manager.
Reports have also been provided to the
Board on a six-monthly basis on employee
and sustainability matters including
people, communities and planet.
Meeting the needs
of stakeholders
We set out on the opposite page our
principal stakeholders and explain
how we interact with them and
summarise some of the outcomes of our
engagement. Additional information
about engagement is set out below and
our Section 172 statement on pages 70
to 71 explains how we take into account
all stakeholder considerations in our duty
to promote the success of the Company.
Throughout the report you will also see
stories about our strategy in action.
Shareholder engagement
We maintain an ongoing programme
of individual meetings with institutional
shareholders to update them on business
performance and strategy, and discuss
corporate governance matters where
required. Our brokers also arrange
meetings between key shareholders and
the Chief Executive and Finance Director
in the days following the preliminary and
half year results.
The Chairman, Sir James Fuller Bt
and Richard Fuller are the key family
shareholder contacts for the Board and
Sir James Fuller Bt’s specific role is to
maintain ongoing communication with
those shareholders to make sure their
perspectives are fed back to the Board.
The Senior Independent Director and
the other Non-Executive Directors are
available to attend shareholder meetings
and can be contacted by shareholders
should they want to raise any concerns
outside of the normal channels.
Feedback received from the results
presentations and shareholder meetings
are shared with the Board.
The Board supports using the AGM to
communicate, in particular, with private
investors, and the Chairman and Chief
Executive make a detailed presentation
to shareholders updating them on the
Company’s performance and progress.
OnSide is a youth charity that builds
Youth Zones in the most disadvantaged
areas in England. Fuller’s is one of
the founder patrons of OnSide’s new
YouthZone, WEST, in West London –
which opened in April 2024.
As well as donating an initial £150,000 to
the development, we have committed
to an ongoing partnership where we
will donate £30,000 each year for
the next three years. The partnership
will take a holistic approach. We are
working with the team at WEST to
offer cooking sessions to their junior
members, ages 8-12. This will see our
chefs heading to WEST and teaching
the young people simple cooking skills.
This provides an opportunity to not
only support the young people with
providing life skills but hopefully ignite
an interest in cooking and inspire the
chefs of thefuture.
We will be given the chance to
attend careers fairs held at WEST to
speak to the young people about the
opportunities within hospitality – in front
of house, back of house and support
centre roles – plus apprenticeships,
another great way for us to attract
more people to work withus.
ONSIDE / WEST
Strategy in Action
Stakeholder Engagement
Fuller, Smith & Turner P.L.C.68
Stakeholder Engagement methods Outcomes
People
Customers
Communities
Tenants
Suppliers
Shareholders
• Regular reporting from Executive Directors
and senior management to the Board and its
Committees
•
Annual r
eview of the Happiness Index survey
feedback
•
Attendance at employee forums and
conferences by the Director responsible for
employee engagement
• Regular visits by the Board out to the business
• Employee voices are heard and considered in
the boardroom
• Bespoke action plans have been implemented
for team members in our Managed Pubs and
Hotels and Support Centre, including the launch
of the Call Time On It campaign to ensure people
feel respected, safe and supported
Read more about our culture and actions we
have taken throughout the year on pages 72 to 73
• Memorable experiences are provided to the
thousands of people who visit our pubs and
hotelseach week
•
NPS scor
es have improved by 3.3%
• Following detailed customer focus work, we
aligned our Managed estate around our most
valuable customer groups
• Guidance and support for pubs to get involved
with local community groups and charities
• We are on target to meet our Net Zero
commitments and we have already reduced
our operational emissions by 58% against our
2020 baseline
• Since our partnership began in 2018 we have
raised £1m for Special Olympics GB
•
Our T
enants use their individuality to run successful
businesses
•
A
verage profitability of our Tenanted estate has
improved by 23%
•
Pr
ogramme of annual meetings held which has
provided output to help develop supplier strategy
and 18-month rolling tender plan
• Enhanced supplier governance implemented,
including the launch of a Supplier Code of
Conduct and the roll out of updated onboarding
processes which have provided us with more
knowledge and understanding of our suppliers
• Regular dialogue with shareholders throughout
the year enabled investors to discuss questions
and raise concerns directly
•
All r
esolutions passed at the 2024 AGM with at
least 94.59% votes in favour and 69.16% of the
total issued capital voted
•
Interactions with our customers out in the business
•
NPS scores and customer feedback are
collated and shared with the Board and senior
management
•
In-depth customer r
esearch takes place to
better understand the requirements and
behaviour of our customers
•
Our Sustainability Committees ensur
e we
minimise our impact by driving sustainability
initiatives across the Company, considering our
local communities and supporting worthy causes
•
Sustainability Dir
ector regularly reports on
progression against our ESG targets to the Board
and Executive Team
• A strong collaboration with our Charity Partner
ofover seven years – Special Olympics GB
• Our Tenanted division is overseen by the
Tenanted Director who ensures our Tenants
embody Fuller’s values
•
Annual updates fr
om the Tenanted Director are
provided to the Board and Executive Team
•
A dedicated team of Business and Sales
Development Managers support T
enants
• Regular meetings held between the senior
management team and key suppliers to
maintain an open communication regarding
ourvalues and expectations, and to build
strategic relationships
•
Sustainability Dir
ector leads the Sustainability
Committees on behalf of the Executive Team
and ensures our supply chain and sustainability
strategies are aligned
• Chief Executive and Finance Director actively
engage with institutional investors, and provide
regular feedback to the Board
•
Sir James Fuller Bt is the designated contact for
family shar
eholders and support can also be
sought from the Company Secretariat team
• Trading updates announced to the market, in
addition to our half and full year results
• In person attendance is encouraged at our AGM
•
Capital Market days held by invitation
Annual Report and Accounts 2025 69
Overview Strategic Report Governance Financial Statements Additional Information
Section 172 Statement
This section outlines how, as required by Section 172 of the Companies Act 2006 (the “Act”), the Directors have acted in a way they
consider, in good faith, promotes the success of the Company for the benefit of its members as a whole, while having regard to the
matters set out in Section 172(1)(a) to (f). The Board strives to ensure that its decision making is consistent and aligned to our purpose,
values and strategy. During the year, the Directors consider that, in complying with their statutory duties, they had regard to:
Section 172 duties
The likely consequences of any decision in the long term
A
As a business that is celebrating 180 years this year, we have
always approached our strategy and decision making
with a long-term view. It is an important part of our culture,
asking what’s next?, and ensuring we truly understand the
consequences of any decisions we make. It is at the heart
ofwhat we do.
The interest of the Company’s employees
B
Our team members are such an integral part of our business.
We work to create a safe working environment, provide
development opportunities and ensure diversity, equity and
inclusion is at the core of what we do. You can read more
about how we engage with our employees on page 72.
The need to foster the Company’s business relationship
with Tenants, suppliers, customers and others
C
The relationships with our Tenants, suppliers, customers and
industry bodies are important to the success of our business
and we work hard to make these relationships a success.
Thisnot only benefits our business, we believe in a partnership
where both parties are successful. You can read more about
how we foster our relationships on page 69.
The impact of the Company’s operations on the
community and the environment
D
Our Life is too good to waste programme is at the heart of
what we do. Through our commitment to Net Zero, giving
back to our community and our special partnership with our
charity partner Special Olympics Great Britain, we want to
give back into our communities where possible. More details
can be found on pages 24 to 27.
The desirability of the Company maintaining a reputation
for high standards of business conduct
E
Fuller’s is well regarded as a business because it has a consistent
record of always doing things the right way – one of the most
enduring key values of the business. This is integral to our culture.
The need to act fairly as between members of the
Company
F
We embrace our unique capital structure, being partly listed,
and we have always managed to balance both family,
private and institutional shareholder views.
Principal decisions taken during the year
Factors considered
A
B
C
E
F
Acquisition of Lovely Pubs
The acquisition of Lovely Pubs in August 2024 was a key
agenda item in Board meetings during the year. The
Board agreed that the group of seven fantastic pubs
aligned perfectly with the Company’s vision and strategy.
It represented an exciting opportunity to purchase an
established, predominantly freehold package of pubs
with underlying property value, which would add scale to
the Managed business at an attractive earnings multiple,
all of which would help to drive long-term sustainable
growth for shareholders.
Gaining an understanding of the local community and
customers was critical to the success of the acquisition.
This has included working with the founders to ensure a
smooth transition and consolidation of local knowledge
and in-depth understanding of the seven pubs. The
impact on existing local suppliers was considered and,
where possible, key partnerships have been maintained
alongside the introduction of long-term relationships
Fuller’s already has in its supply chain.
It was agreed that a detailed communications plan
would be required to manage the integration of the 320
new team members, ensuring they felt part of the Fuller’s
family. Senior management held town halls on day one
to welcome the pubs, and their teams, to Fuller’s and to
provide clarity on the ‘why’ behind the transaction. Further
detailed steps around employee matters – including
arrangements for the change in employer – have been
akey focus area.
A comprehensive integration and operational plan was
agreed which has been closely monitored by the Board
to ensure successful delivery of the transaction’s strategic
objectives and the realisation of stakeholder benefits.
Stakeholder Engagement
Continued
Fuller, Smith & Turner P.L.C.70
Principal decisions taken during the year
Factors considered
A
B
C
D
E
F
Factors considered
A
B
C
E
Board Succession Changes Refinancing of Bank Facilities
As reported on page 76, Board succession and the
Group’s leadership structure has been an area of
continued discussion led by the Nominations Committee.
Following the retirement of Michael Turner at the 2025
AGM, the Board has agreed that Simon Emeny, the Chief
Executive, will assume the role of Executive Chairman and
Fred Turner, the Retail Director, will be appointed as Chief
Operating Officer.
Critical to deciding the new structure was identifying
the best candidate to promote the long-term success
of the Company for the benefit of all our stakeholders.
The Board unanimously agreed that Simon’s extensive
experience, deep knowledge and proven track record
make him ideally suited to provide continuity following
the Chairman’s retirement. He has a deep understanding
of the dynamics of a family-controlled business alongside
the requirements of a listed company, and understands
the importance of balancing both family, private and
institutional shareholder views.
Fred’s promotion to Chief Operating Officer demonstrates
the Board’s ongoing commitment to developing,
attracting and retaining key talent for the long term. In his
new role, Fred Turner will take on additional responsibilities
which will improve connectivity and synergy between our
sales, marketing and operations functions, and provide
strong leadership to support Simon and the Board to
deliver our long-term strategic objectives. As a family
member, his knowledge and understanding of this long-
established business and its requirements is considered
extremely valuable.
In March 2025 the Board decided to proceed with the
refinancing of the Group’s banking facilities ahead of
the scheduled maturity date while market conditions
remained favourable and to remove the risk of a
deterioration in market conditions.
A new £185 million bank facility was agreed with a
consortium of existing banks with whom an active
dialogue was maintained during the refinancing process
to develop relationships further. The unsecured facility
is available until 31 August 2028 and was secured at an
interest margin 75bps lower than existing terms, reflecting
the strong financial position of the Company, and
providing material interest cost savings.
The facilities present the Board with significant headroom
to enable continued investment in the estate while also
being able to pursue further growth through appropriate
acquisitions which supports the delivery of its long-term
strategy. This aligns with the interests of shareholders as
well as employees through the improved financial position
for the business.
Details of the refinancing was shared in a trading update
announced to the market and other key stakeholders,
including a business update to employees and a briefing
to the trustees of the Defined Benefit Pension Plan to
provide an update on the Company’s financial position.
Annual Report and Accounts 2025
71
Overview Strategic Report Governance Financial Statements Additional Information
Culture and the Board
Embedding
OUR CULTURE
“People are at the heart
of our business and
employee engagement
has a vital role to play in
ensuring our colleagues
voices are heard.”
Jane Bednall
Independent Non-Executive
Director
Q
How does the role of Employee
Engagement Director work?
A
Being new to this role, I would first
like to acknowledge the work of
Helen Jones who was appointed as Fuller’s
first Employee Engagement Director in
2022, and who set the foundations for this
role until her retirement in March 2025.
The purpose of this role is to listen to all
our colleagues in the business, using the
listening channels we already have in
place, and ensure that key themes are
fed back to the Board for consideration
within their decision making. These
channels include the annual Happiness
Index survey, My Voice (which you can
read more about on the next page),
Fuller’s Forum and Head Chef Forum,
and recruitment and induction surveys.
Meetings are also held throughout the
year with the People & Talent Director
and People Experience Manager to
ensure that they have the opportunity
to raise any recurring issues and discuss
any planned initiatives. This is a really
important role on the Board, which I
am delighted to develop in my first year.
Q
Why is Employee Engagement
at Fuller’s so important?
A
People are at the heart of what we
do. One of our values is ‘being part
of the family’ and we want to make sure
our team members really feel they are
part of our journey. We believe that when
our teams feel connected to the purpose
and mission of the business, it fosters a
more collaborative working environment.
Teams are updated on business highlights
and new initiatives through a twice
weekly online communication called
‘Inn the Know’, and progress against our
strategic priorities is provided at quarterly
business updates. Engaged team
members don’t just show up to work,
they make the difference. Colleagues
who understand the importance of
their role and how it links to our business
performance are happier and create
better experiences for our customers.
We also know that communication and
listening works both ways and we are
proud of the listening channels we have
in place. We want our colleagues to help
us create the best place to work.
Q
What are some of the key themes
that have come out of these
listening channels?
A
The feedback received during the
year has covered areas such as
rotas, work life balance, mental health
issues and training and development
opportunities. We always have room for
improvement and action plans to address
the feedback are developed.
Q
What is
coming next?
A
Following on from the annual
Happiness Index survey which took
place in late 2024, two tailored action
plans – one for the support centre and
one for the pub and hotel teams – were
developed. Each plan follows the key
themes that were fed back from the
survey and articulates clear actions that
are being implemented throughout 2025.
Examples of change include publishing
rotas further in advance and the launch
of the Call Time On It campaign.
We are looking forward to further
embedding our Call Time On It
initiative, continuing to ensure that all
of our colleagues feel cared for, safe
and respected. Team members have
welcomed this commitment and it is
another step we have taken to ensure
our team members always feel supported
and empowered. We are also providing
a ‘wellbeing boost’ to our team members
by utilising the services of our key partners,
the Licensed Trade Charity and Medicash.
Jane Bednall
Independent Non-Executive Director
10 June 2025
Fuller, Smith & Turner P.L.C.
72
My Voice is an informal platform that all team members can access at any time
to provide feedback on how they are feeling. It’s a powerful tool that allows us to
check, in real time, what our colleagues are experiencing.
We read every piece of feedback submitted and take action where possible.
For example, when we saw an increase in comments left about mental health
challenges, we worked with the Licensed Trade Charity (LTC) to offer additional
wellbeing counselling sessions – which we pushed out to our colleagues, as well
as highlighting other services available from the LTC. We also ran several mental
wellbeing webinars with Medicash, our health care cash plan provider. Common
feedback themes and the solutions are highlighted to the Board by the designated
Non-Executive Director in their employee engagement report.
Monique Samra
People Experience Manager
Happiness Index
Our annual survey that all team members
are encouraged to complete gives us
a better understanding of employee
experiences. Feedback from the survey
influences employee initiatives. This year,
68% of our colleagues completed the
survey – with an increased happiness
engagement rating of 7.8 – up from 7.7
prior year.
Employee engagement
Our Employee Engagement Director is
kept informed of key employee matters
and provides regular updates to the
Board. This includes attending the Fuller’s
Forum and Head Chef Forum, quarterly
business updates and the annual
General Manager conference, reviewing
feedback from the various listening
channels and ensuring any relevant
matters and concerns are raised with
theBoard.
Safety, Care & Respect Policy
Launched in October 2024 to underscore
our commitment to creating an inclusive
environment and respectful workplace.
HOW THE
BOARD
MONITORS
culture
Call Time On It
Our Call Time On It campaign was launched
to reinforce that unacceptable behaviour
from colleagues and customers has no
place in the Company.
Board performance review
A review takes place each year which
reflects on whether the Board is making
a difference and highlights areas for
improvement. The outcomes and actions
are reviewed by the Board everysixmonths.
Succession planning
The Nominations Committee leads succession
planning for the Board and overseas plans
for senior management, giving them a view
of talent across the business.
Diversity, equity and inclusion
The plans developed by the Executive
Team to create an inclusive environment
that values and embraces individual
perspectives, backgrounds, talents,
and experiences are monitored by the
Nominations Committee. The Remuneration
Committee also reviews our annual Gender
Pay Gap Report.
Remuneration
Remuneration is fair and transparent
reflecting our core values and culture.
Werun a Sharesave scheme that
encourages share ownership and provides
employees with the opportunity to
purchaseshares at a discountprice.
Benefits, training and development
We provide an attractive benefits package
which is aimed at improving the wellbeing of
our employees. We invest heavily in training
and development including apprenticeships
and leadership programmes.
Internal controls
Testing the internal control framework
provides assurance to the Board on
how policies and procedures are
followed – offering greater insight
throughout the business.
Health and safety reporting
Monthly health and safety reports are
shared with the Board and other key
stakeholders – covering topics such as
safety training and food hygiene ratings.
An annual deepdive on health and
safety and monitoring against our policies
and procedures is presented to theBoard.
Anti-Bribery and Corruption Policy
We have appropriate systems and
procedures in place that must be
followed by all employees and
contractors to ensure we conduct
business honestly and with integrity.
Whistleblowing
We have arrangements in place –
which are overseen by the Audit and
Risk Committee – where employees can
report any concerns of wrongdoing. This
includes a confidential external reporting
procedure. Posters have been shared with
all sites to put up in their back of house
areas, and our Internal Audit Team audits
this to ensure everyone is aware of the
whistleblowing arrangements.
Time in the business
The Board regularly spends time in the
business. This gives plenty of opportunity
for valuable feedback from team
members to beheard.
MY
Voice
Annual Report and Accounts 2025 73
Overview Strategic Report Governance Financial Statements Additional Information
Nominations Committee Report
“Our key focus has been
Board succession to
ensure we have the right
leadership in place to
support the long-term
success of the Company.”
Michael Turner
Chairman of the
Nominations Committee
COMMITTEE
Nominations
Members and
meeting attendance
Meetings
FY2025
Current Directors
Michael Turner (Chair) 4/4
Jane Bednall
1
0/0
Sir James Fuller Bt 4/4
Robin Rowland 4/4
Juliette Stacey 4/4
Former Director
Helen Jones
2
4/4
At a glance
Governance
• Formal committee of the Board
• Duties set out in terms of reference
available at www.fullers.co.uk/
corporate/about-us/governance/
governance-documents
• For matters being discussed
concerning the Chairman’s role,
the Senior Independent Director
chairs meetings in line with the
Code requirement
Membership
• Comprises a majority of
independent Non-Executive
Directors
• Chaired by the Chairman of
the Board and also includes
Non-Executive Director, Sir James
Fuller Bt, who is the key contact
with family shareholders
Support
Other regular attendees
at meetings include:
• Chief Executive
• People & Talent Director
• Company Secretary
Key duties of the Committee
• Reviews the size, structure and
composition of the Board and its
Committees
• Leads succession planning for
the Board and oversees the
development of a diverse pipeline
for wider senior management
succession
• Review and monitor the Group’s
policy and initiatives on diversity
and inclusion
• Oversee, with the Chairman and
Senior Independent Director, the
annual Board performance review
1 Appointed as a Director and member of
the Committee with effect from 1 April
2025 and has therefore not attended any
meetings in FY2025.
2 Retired as a Director with effect from
31March 2025.
Fuller, Smith & Turner P.L.C.74
I am confident that with these changes
we have the right team with the necessary
skills to deliver our strategy and drive
the business forward, providing a strong
balance of experience, independence
and knowledge. You can read more
about them on pages 60 to 61.
As reflected in its terms of reference, the
Nominations Committee has continued
to strengthen its focus on succession
planning and talent development for our
wider senior management team, as well
as providing oversight of our diversity and
inclusion initiatives across the business.
These topics have been high on the
Committee’s agenda throughout the
year – as you will read in the following
pages – and will remain a key area of
focus for the year together with the
continued development and monitoring
of Board succession plans.
Michael Turner
Chair of the Nominations Committee
10 June 2025
Dear Shareholder,
I am pleased to present the
Nominations Committee
Report for the year ending
29 March 2025.
As reported in my Chairman’s Statement,
this will be my last report before I retire
at the 2025 AGM. This year has therefore
been a critical and busy time for the
Committee with a number of key
changes to the Board requiring careful
consideration to ensure we have the right
leadership in place to support the long-
term success of the Company.
We discuss the implementation of our
succession plans which followed a
rigorous process – the appointment of
Simon Emeny as Executive Chairman
and Fred Turner as Chief Operating
Officer – on pages 76 to 77. We have
also completed the search for a new
independent Non-Executive Director
and, as outlined on page 77, we were
delighted to welcome Jane Bednall to
the Board.
Key Activities
November 2024
• Ongoing discussion about Board
succession plans
• Reviewed progress against the
Group’s agreed Inclusion Plan,
including the development of a
new Safety, Care & Respect Policy
and Call Time On It charter, more
information which can be found
on page 78
• Facilitated the annual Board
performance review for FY2025
March 2025
• Ongoing discussion about Board
succession plans
• Reviewed composition and
tenure of Non-Executive Directors,
leading to reappointment of
Sir James Fuller Bt, and appointment
of Jane Bednall following the
retirement of Helen Jones
• Recommended new Committee
memberships
– Robin Rowland
appointed as Chair of the
Remuneration Committee and
Jane Bednall appointed as member
of all three Board Committees
• Recommended appointment
of Jane Bednall as Employee
Engagement Director
• Reviewed talent and succession
plans for wider senior management
September 2024
• Approved appointment of
Russell Reynolds Associates to
run search for new independent
Non-Executive Director
• Recommended reappointment
of Richard Fuller
June 2025
• Recommended appointment
of Simon Emeny as Executive
Chairman and Fred Turner as Chief
Operating Officer on the retirement
of Michael Turner at the 2025 AGM
June 2024
• Debated Board succession plans
which had been developed into
a long-term roadmap
Composition, Succession
and Evaluation
Board composition
Details of the current Directors, including
their qualifications, experience and other
commitments, are set out on pages 60 and
61. Helen Jones retired as an independent
Non-Executive Director on 31March 2025.
Jane Bednall was appointed to the Board
as an independent Non-Executive Director
on 1 April 2025.
The Nominations Committee keeps under
review the composition of the Board
and its Committees to ensure there is the
right balance of skills and experience.
The composition of the Board and its
Committees is also considered as part of
the annual Board performance review.
Asdiscussed on the following page, Board
succession has been akey area offocus
during the year.
A Board skills matrix is maintained
which captures the current skills and
expertise of the Board and assists the
Nominations Committee in its discussions
regarding future Board composition and
successionplanning.
The matrix demonstrates, along with the
Director biographies on pages 60 and 61,
that the Directors have a range of relevant
skills and experience which has been
further strengthened by the appointment
of Jane Bednall.
The Nominations Committee is satisfied
that the Board has the necessary mix
of skills and subject matter expertise,
further supported by the expertise of
the Executive Committee members
andfunctional heads.
While at least half of the Board, excluding
the Chairman, is not independent as
stipulated by the Code, the Committee
believes that the presence of Non-
Executive Directors who are long-
standing family shareholders is important.
The Nominations Committee also
acknowledges that Michael Turner, the
Chairman has been in post beyond
nine years; however, the Nominations
Committee considers that his knowledge
and understanding of this long-established
family business and its requirements had
been extremely valuable. The Chairman
has now announced his retirement, and
the Committee expresses its gratitude to
Michael for his leadership of the Board
andinvaluable service over the years.
In line with the Code, none of the
independent Non-Executive Directors have
served more than nine years. The chart
on the next page summarises their current
tenure and unexpired terms.
Annual Report and Accounts 2025
75
Overview Strategic Report Governance Financial Statements Additional Information
Nominations Committee Report
Continued
Succession Planning
Extensive work has been undertaken
by the Nominations Committee around
Board succession, the Group’s leadership
structure and development of the future
talent pipeline.
Chairman
In light of the Chairman’s tenure and
own retirement planning, the Committee
developed a detailed roadmap to ensure
a robust process was followed to identify
a successor to Michael Turner. Juliette
Stacey, the Senior Independent Director,
led discussions at the Nominations
Committee if it was deemed a conflict
of interest may arise for the Chairman.
To support the decision making, a
detailed role specification was agreed
setting out the critical skills, experience
and characteristics that would be
required of the new Chairman. It
highlighted the nuances of running a
family business and the importance
of culture and values. While the Code
favours the separation of the Chair role
(which should be non-executive and
independent) from the Chief Executive
role, the Committee carefully considered
the unique nature of the business – a
family-controlled concern while also
being a public listed company – and
concluded unanimously that, given his
experience and assessment against the
required attributes while ensuring business
continuity, Simon Emeny was the best
candidate to transition into this role.
Cognisant of the additional responsibilities
that Simon would assume in the new role,
the Committee carefully considered the
structure of the Executive Team and the
balance of skills required for the future.
Following detailed scrutiny, it was agreed
that a new Chief Operating Officer role
should be created, bringing together the
commercial functions of sales, marketing
and operations, which was documented
in a role specification. Following an
assessment of internal talent and
benchmarking of external candidates
against the key responsibilities, the
Committee concluded that, based on his
valuable experience, performance and
development in role as the Retail Director,
Fred Turner was best suited for the position
and should be recommended as the
Chief Operating Officer.
Taking into account the above, the Board
formally approved the appointments on
10 June 2025 to take effect from the 2025
AGM, and agreed that the current Chief
Executive and Retail Director roles would
be retired at the same time.
In line with the Code, the Division of
Responsibilities Schedule has been
updated to reflect the new Board
structure of Executive Chairman and Chief
Operating Officer and to ensure roles are
well-defined. The Schedule is available
on our website at www.fullers.co.uk
Michael and Simon are working closely
together to ensure there is a thorough
handover and a smooth transition
following the 2025 AGM.
Non-Executive Directors
Non-executive succession planning
has been a key area of focus for the
Nominations Committee. Particular
attention has been given to monitoring
the tenure of the current independent
Non-Executive Directors to ensure timings
of retirement support continuity and do
not leave gaps in skills or experience as
members of the Board reach the end of
their terms.
Helen Jones, who was both Chair of the
Remuneration Committee and Employee
Engagement Director, retired from the
Board on 31 March 2025 after a six-year
term. Following an external search,
we welcomed Jane Bednall as a new
independent Non-Executive Director on
1 April 2025. Details of the search process
for Jane are set out on page 77.
On the recommendation of the
Nominations Committee, the Board
agreed that Robin Rowland should be
appointed as Chair of the Remuneration
Committee as he had a strong
understanding of the Committee having
been a member since March 2020 and
having also served on the remuneration
committee of another quoted company.
To ensure a smooth transition, Robin
received a formal induction as part
of his appointment which included a
handover with Helen Jones, a briefing
meeting with the Company Secretary
and introduction to Deloitte LLP, the
independent advisor to the Remuneration
Committee. The Board also agreed the
recommendation that Jane Bednall
should be appointed to the Audit and Risk
Committee, Nominations Committee and
Remuneration Committee, and also take
on the role of Employee Engagement
Director which is a role she has held at
other companies.
Senior Management
The Nominations Committee has
remained focused on overseeing
succession planning and the
development of talent management
for the Executive Team and other senior
leaders in the business. During the year,
the People & Talent Director presented
an update on the comprehensive plans
and development activities designed to
ensure we have a diverse talent pipeline
for succession into these key roles.
Election and Re-election
The Nominations Committee is responsible
for recommending to the Board the
appointment of new Directors and the
re-appointment of existing Directors.
As detailed on page 77, the Board
approved the appointment of Jane
Bednall with effect from 1 April 2025.
In accordance with the Articles of
Association, her appointment will be
subject to the approval of shareholders
at the 2025 AGM.
The Committee considered the re-
appointment of Richard Fuller as a Non-
Executive Director whose term expired in
January 2025 and recommended that his
term be renewed for a further two years, to
January 2027. In addition, the Committee
also discussed the re-appointment of
Sir James Fuller Bt as a Non-Executive
Director, whose three-year term expired
in May 2025, and recommended that his
term be renewed for a further three years,
to May 2028. Both recommendations were
approved by the Board.
March 2018
March 2019
March 2020
March 2021
March 2022
March 2023
March 2024
March 2025
March 2026
March 2027
March 2028
March 2029
March 2030
March 2031
March 2032
March 2033
March 2034
Juliette Stacey
Robin Rowland
Helen Jones
1
1 Retired as a Director with effect from 31 March 2025.
2 Appointed as a Director with effect from 1 April 2025.
Current term ends
Nine year rule
Independent Non-Executive Director Tenure Chart
Jane Bednall
2
Fuller, Smith & Turner P.L.C.76
At every AGM, one-third of the Directors
are subject to retirement by rotation. In
addition, if any Director has, at the start
of the AGM, been in office for more than
three years since their appointment or
re-appointment, they shall retire at that
AGM and offer themselves for re-election.
At the AGM in July 2025, Dawn Browne
and Neil Smith will retire by rotation and
offer themselves for re-election. The
Board is of the opinion that each Director
standing for election or re-election makes
an effective and valuable contribution
to the Company towards its long-term
sustainable success.
The Nominations Committee has
considered the Code requirement for
Directors to be subject to annual re-
election. In view of the Company’s size,
its ownership structure and its history,
the Board agreed with the Nominations
Committee not to move to annual
re-election of Directors but will keep
this requirement under review.
Induction and
Professional Development
All new Directors appointed to the
Board undertake a tailored induction
programme which is facilitated by the
Chairman and Company Secretary. This
typically consists of meetings with the
Board, Executive Team and other senior
leaders, and incorporates visits to pubs
and hotels across the estate, to provide
an understanding of the business, its
culture and key stakeholders. Details of
Jane Bednall’s personalised induction
programme is set out to the right.
Directors are encouraged to attend
training courses, industry forums and
specialist briefings relevant to their role
throughout the year. The Company
Secretary, in consultation with the
Chairman arranges for external speakers
and specialists, such as the Company’s
brokers and legal advisors, to join Board
meetings to brief the Board on topics
of interest as appropriate. During the
year, the Board received a market
update and ESG teach-in presented
by the Company’s brokers. In line with
our commitment to our sustainability
journey, a briefing on climate risk was
also provided as detailed on page 63.
Executive Directors are permitted to hold
one other paid directorship, with the
Board’s consent, as the Board believes
that experience of how other boards
work enhances the Directors’ contribution
to the Company.
NONEXECUTIVE DIRECTOR APPOINTMENT
FOR OUR NEW INDEPENDENT NON-EXECUTIVE DIRECTOR
Outlined below is the succession planning process led by the Nominations
Committee which resulted in the appointment of Jane Bednall as an
independent Non-Executive Director on 1 April 2025.
INDUCTION PROGRAMME
One-to-one meetings with Board members
and the Company Secretary to discuss Board
dynamics, output and behaviours, understanding
of corporate governance requirements, Board
processes and key shareholder and stakeholder
relationships.
A summary of Jane’s programme is set out below.
Briefing sessions with key advisors including the
Company’s brokers and external auditor.
Days out in the business with senior management
team, including operations, marketing, food
& drink and sustainability, and introduction to
employee engagement activities.
Access to reference materials and Board briefing
materials.
Establish a brief
As all of the independent Non-Executive
Directors would ordinarily retire in close
succession, the Board decided to
appoint a new NED to ensure continuity
and a smooth transition of experience
and knowledge.
The Nominations Committee developed
a brief which set out the skills and
experience required for the role. This
emphasised that experience gained
in consumer facing businesses was
important, and multi-site retail experience
and an understanding of the nuances
of family-controlled businesses would be
helpful. Good cultural fit and inclusive and
collegiate individuals were considered
paramount attributes, as well as a genuine
interest in Fuller’s business, its people,
its customers and its long-term success.
Search for a candidate
Following a selection process involving
several firms, Russell Reynolds Associates
(RRA) was appointed to lead the search.
RRA finalised a detailed role specification
following input from individual briefings
with each of the Directors and
conducted research to identity potential
candidates based on their capacity and
suitability for the role.
Review, assess, interview
A long list of candidates – with the
interest, availability and required
experience, personality and culture
fit
– was presented to the Chairman
and Chief Executive, and preferred
candidates were prioritised for discussion
with the Nominations Committee.
Shortlisted candidates were invited for first
round interviews with the Chairman, Chief
Executive and People & Talent Director,
and finalist candidates interviewed by all
members of the Nominations Committee.
Offer the role
Jane Bednall was recommended as
the preferred candidate based on her
extensive experience and skills she would
bring from both an executive and non-
executive perspective, along with her
expertise in digital, marketing and brands
across the hospitality and travel sectors.
The Board approved the
recommendation and Jane was
appointed with effect from 1 April 2025.
A tailored induction programme
–
as outlined below – was developed by
the Chairman and Company Secretary,
designed to give her an overview and
understanding of the business, its culture
and key stakeholders.
Annual Report and Accounts 2025 77
Overview Strategic Report Governance Financial Statements Additional Information
Nominations Committee Report
Continued
Diversity and Inclusion
The Board is committed to diversity and
inclusion at both the Board level and across
the business. While the Board is alert to the
need to ensure diversity in all its forms is
promoted, it believes Board appointments
should be made on merit and does not
want to adopt targets that may affect its
ability to make the right decision for the
business and all its stakeholders.
As and when Board vacancies arise and,
should the support of an executive search
firm be required, the Board and the
Nominations Committee will ensure that it
only uses firms that have signed up to their
industry’s Voluntary Code of Conduct.
Fuller’s is a signatory to the British Beer and
Pub Association’s (“BBPA”) diversity and
inclusion charter and our aim is to ensure
all our venues are inclusive spaces and
that we have a zero-tolerance approach
to harassment or discrimination of any kind.
With support from the People & Talent
Director, the Nominations Committee
has regularly reviewed diversity and
inclusion objectives across the business
to support the continued commitment
to inclusivity, fairness and equality – at
every level of Fuller’s. This has included
reviewing the Group-wide Inclusion Plan
which has been developed – a key
part being the launch of our inclusion
policy ‘Safety, Care & Respect Policy’
and development of the Call Time On It
charter which serves as a roadmap for
everyone to understand everyone has a
voice – colleagues and customers – and
that discrimination and harassment have
no place at Fuller’s.
The Inclusion Action Plan also sets out
our ambition to create opportunities for
all candidates to promote more diverse
teams and we have developed hiring
practices that reflect this. Examples
include partnering with Rest Less to
attract colleagues aged over 50 into our
business (including apprenticeships) and
the launch of our Guide to Neurodiversity
in the Workplace in partnership with
Special Olympics GB and the Licensed
Victuallers Schools to support people
with intellectual disabilities.
In accordance with the Listing Rules, we
set out below our gender identity and
ethnicity data. Members of the Board
and Executive Committee are metrics
at the Board and Executive Committee
level going forward. A process for the
collection of the required numerical data
was agreed and the output of this has
been included on below.
Currently, the Board does not meet the
FCA target of having women make up
at least 40% of the Board or having at
least one Board member from a non-
white ethnic minority background. Juliette
Stacey is our Senior Independent Director
and therefore there is at least one woman
in a senior Board position, as defined in
the rules.
In line with the Code, the Nominations
Committee has reviewed the gender
balance of those in senior management,
considered to be the Executive Committee
members, and their direct reports at 29
March 2025. This information is illustrated,
alongside details of the gender balance for
the Board and all employees on page 59.
Board and Executive Management Diversity Disclosures
As at our chosen reference date of 29 March 2025, our year end, the targets and reporting requirements set out in Listing Rule
6.6.6(9) and (10) respectively are reported below
1
.
FCA targets
Target Outcome Position as at 29 March 2025
At least 40% of the Board are women Not met 30% of the Board are women
At least one senior Board position held by a woman Met The position of Senior Independent Director is held by a woman
At least one Board Director from a non-white ethnic
minority background Not met No Directors are from a non-white ethnic minority background
Gender identity
2
Director
Number
of Board
members
Percentage
of the Board
Number of senior
positions on the Board
(CEO, CFO, SID and Chair)
Number in
Executive
management
Percentage
of Executive
management
Men 7 70% 3 4 57%
Women 3 30% 1 3 43%
Other categories 0 0% 0 0 0%
Not specified / prefer not to say 0 0% 0 0 0%
Ethnic background
2
Director
Number
of Board
members
Percentage
of the Board
Number of senior
positions on the Board
(CEO, CFO, SID and Chair)
Number in
Executive
management
Percentage
of Executive
management
White British or other white
(including minority-white groups) 10 100% 4 7 100%
Mixed / Multiple ethnic groups 0 0% 0 0 0%
Asian / Asian British 0 0% 0 0 0%
Black / African / Caribbean / Black British 0 0% 0 0 0%
Other ethnic group, including Arab 0 0% 0 0 0%
Not specified / prefer not to say 0 0% 0 0 0%
1 For Board members and Executive management, data was collected via a manual process managed by the Company Secretary. Members were
asked to self-report via an e-mail data collection exercise with options aligned to the categories specified in the Listing Rules.
2 The Chief Executive, Finance Director, Retail Director and People & Talent Director are members of both the Board and Executive management and are
counted in both groups in the above tables.
Fuller, Smith & Turner P.L.C.78
Board Performance Review
The annual Board and Committee review continues to provide a valuable opportunity for the Board to reflect on how it operates,
enabling it to improve its effectiveness and the robustness of its Committees. On the recommendation of the Nominations
Committee, for FY2025, the Board completed an internal performance review process between January and March this year, led
by the Senior Independent Director. The review consisted of a questionnaire which probed how the Board had operated during the
year under review and included the performance of the Board as a whole and its Committees, the effectiveness of the Executive
Directors and Non-Executive Directors, key learnings from the year and considerations for future areas of focus.
Outcomes and Recommendations from FY2025 Review
The consolidated output was finalised and presented to the Board in March 2025. Overall, the output was positive and the review
concluded the Board and its Committees were cohesive and performing well. The Board was considered to comprise relevant skills
and experience, and all Directors were committed to the success of the Company.
As would be expected, there were some opportunities identified by Board members to further improve effectiveness to ensure that
the Company continues to benefit from the combined expertise and insight of the Board. The key themes have been prioritised and
incorporated in a tracker, alongside any ongoing recommendations from the prior year, to monitor progress.
Update on FY2024 Review Recommendations
Good progress has been made against the recommendations arising from the Board performance review completed at the end of
FY2024 as set out in the table below.
Recommendation Progress update
Focus on succession planning at
and below Board level and successful
management of a period of complex
change for the Board
Succession planning was a standing agenda item at all Nominations Committee meetings
throughout the year and updates were regularly provided to the Board. An update on the
next tier of leadership, below the Executive Committee level, was provided to the Nominations
Committee in March 2025 and has been added to the forward planner on an annual basis.
Review acquisition opportunities
and post investment appraisals
Acquisition opportunities are presented to the Board for discussion as appropriate and a review
of post investment schemes has been added to the forward planner on a six monthly basis.
Continued focus on growth and
revenue generation
Focus on these areas formed part of the short and long-term strategy planning throughout the
year and was also discussed in depth at the Board’s FY2025 strategy session. This remains a key
area of focus for the Board.
Greater insight to engagement with
key stakeholders
Regular updates are provided to the Board on employee matters and the sustainability strategy
throughout the year. The forward planner was updated to provide the Board with ad hoc focus
sessions as required, which included a presentation from the Marketing Director on customer
insights and a review of the key food and drink suppliers by the Food & Drink Director. Relevant
presentations will be scheduled as required.
Annual Report and Accounts 2025 79
Overview Strategic Report Governance Financial Statements Additional Information
“The Committee in FY2025
has overseen further
enhancement of the
internal controls and risk
management framework.”
Juliette Stacey
Chair of the Audit
and Risk Committee
Audit and Risk Committee Report
COMMITTEE
Audit & Risk
At a glance
Members and meeting
attendance
Meetings
FY2025
Current Directors
Juliette Stacey (Chair) 4/4
Jane Bednall
1
0/0
Robin Rowland 4/4
Former Director
Helen Jones
2
4/4
Governance
• Formal committee of the Board
• Duties set out in terms of reference
available at www.fullers.co.uk/
corporate/about-us/governance/
governance-documents
Membership
• Consists entirely of independent
Non-Executive Directors with
a good balance of skills and
experience in the sector in
which the Group operates
• Chair of the Committee is a
Chartered Accountant with a
broad range of experience in senior
finance roles and therefore meets
the requirement under the Code
Support and meeting attendance
• All meetings are attended by
Ernst & Young LLP (“EY”), our
independent external auditor,
and the Company Secretary
• Regular attendees include the
Chairman, Chief Executive,
Finance Director, Head of Finance
and Head of Group Tax & Risk
• Other members of senior
management attend relevant
meetings when requested by the
Chair or submit papers as required
• Committee meets at least annually
with EY, without management
present, to discuss any matters
they may wish to raise
• Committee Chair also meets
with the Finance Director and
EY outside of the formal meeting
programme
Key duties of the Committee
• Monitors the integrity of the
financial reporting for the Group
• Manages the relationship with the
external auditor
• Oversees the effectiveness of the
risk management and internal
control systems
1 Appointed as a Director and member of
the Audit and Risk Committee with effect
from 1 April 2025 and has therefore not
attended any meetings in FY2025.
2 Retired as a Director with effect from
31March 2025.
Fuller, Smith & Turner P.L.C.80
Dear Shareholder,
I am pleased to present the
Audit and Risk Committee
Report for the year ended
29 March 2025.
On behalf of the Committee, I would like
to extend our thanks to Rachel for her
invaluable support over the last five years.
We have been carefully considering
the FRC’s revisions to the UK Corporate
Governance Code which were released
in January 2024. The most notable
change is in the broadened Provision
29 which will apply from our year ending
March 2027. Our approach to reviewing
the effectiveness of our material controls
is being developed and will be under
continuous review until implementation.
In terms of other legislation, the Committee
reviewed the new corporate criminal
offence for the failure to prevent fraud
which will come into force on 1 September
2025. Following a risk assessment,
dedicated training has been developed
and rolled out to our senior leaders.
The output from a cross-departmental
Risk Working Group which was established
during the year to pro actively assess
and manage risks across the business
(including non-financial risks) is providing
additional insight to theCommittee.
Focus areas have included creating a
new set of minimum supplier standards,
tightened governance on supplier
contracts and an overarching review of
the Group’s data retention processes and
policies. The Risk Working Group will also
provide support for the assurance work to
test material controls.
Working with our Sustainability Director, the
Audit and Risk Committee has supported
the development of the Group’s scenario
planning and reporting in relation to the
Task Force on Climate-Related Financial
Disclosures (“TCFD”). You can read the full
TCFD Report on pages 44 to 53.
I will be attending the AGM on 22 July
2025 and I look forward to answering any
questions about the work of the Audit and
Risk Committee.
Juliette Stacey
Chair of the Audit and Risk Committee
10 June 2025
This report outlines the areas of focus for
the Committee during the year. As always
our work has covered a wide range of
activities, most of which were targeted
around the key areas of financial
reporting, external audit oversight and
internal control and risk management,
all of which is underpinned by a robust
governance framework. We have
provided more detail on the key activities
that the Committee has considered
during the year in this report.
Rachel Savage will complete five years as
our lead audit engagement partner at EY
and will be replaced by Rachel Dockar at
the conclusion of this year’s audit.
Key Activities During the Year
A detailed annual meeting planner sets
out the key items to be covered across
the financial year and this is maintained
as matters arise during the course of
the year. This includes reviewing the
financial statements and announcements,
monitoring changes in accounting practices
and policies, assessing the external audit
process and reviewing decisions with a
significant element of judgement.
At each meeting, an update on risk
management and internal controls is
presented, together with reports on
compliance, including employee relations
and cyber security. It was agreed in the year
that the annual Health and Safety update
should be presented to the Board (rather
than just to the Committee) from FY2026
onwards given that the health and safety of
our people and our customers is a priority,
and we recognise this as a principal risk.
A summary of the key items discussed
at each meeting up to the date of the
approval of the Annual Report and
Accounts is set out to the right.
Regulatory and governance developments
are continuously monitored as part of
ongoing reporting from the external
auditor and the Company Secretary. The
effectiveness of the Committee formed
part of the Board performance review
which is detailed in the Nominations
Committee Report on page 79.
November 2024
• Review of FY2025 interim results,
including half year review of
Risk Register
• Updated terms of reference
to reflect new UK Corporate
Governance Code
• Reviewed and agreed the
accounting treatment for
the acquisition of Lovely Pubs
September 2024
• Conducted annual review
of Anti Bribery and Corruption
Policy and Anti Facilitation
of Tax Evasion risk assessment
• Agreed appropriateness
of Non-Audit Services Policy
May 2024
• Review of FY2024 results
announcement and Annual
Report, including assessment
of key judgements, key principal
risks and TCFD reporting
• Assessment of internal
audit requirements
• Considered Committee
and Auditor effectiveness
January 2025
• Reviewed EY’s FY2025 audit plan
• Annual Health and Safety update
• Annual review of the Tax Strategy
Statement
• Discussed material controls
in preparation for complying
with broadened requirements
under the new UK Corporate
Governance Code
• Confirmed the accounting
treatment for the buy-in of the
Fuller’s Defined Benefit Pension Plan
June 2025
• Review of FY2025 results
announcement and Annual
Report, including assessment
of key judgements, principal
risks and TCFD reporting
Annual Report and Accounts 2025 81
Overview Strategic Report Governance Financial Statements Additional Information
Audit and Risk Committee Report
Continued
Financial Reporting and
Significant Judgement
The Committee monitors the integrity of
the financial information published in the
interim and annual financial statements
and considers the extent to which
suitable accounting policies have been
adopted, presented and disclosed.
Key accounting judgement
and estimates How the issue was addressed
Going concern The Committee considered the appropriateness of the decision to adopt the going
concern basis of reporting in the preparation of the financial statements. The Audit
and Risk Committee reviewed two scenarios – the “base case” and the “downside
(severe but plausible) case”, as well as the reverse stress test and the mitigations
available to the Group, as disclosed in Note 1 to the financial statements. The
Committee has challenged the assumptions used in each scenario and is satisfied
that, even under a severe but plausible scenario, the Group has adequate
resources for the going concern assessment period and supports the Group
adopting the going concern basis.
Impairment testing of property assets The Committee considered the proposed impairment of property assets as well as
the reversal of impairments for both the Half Year Report and the Annual Report.
The Committee challenged management’s approach, in particular the
methodology and inputs used to estimate both value in use and fair value less cost
to sell for site level impairment reviews, including challenging the underlying trading
forecasts. The Committee also reviewed the disclosures in the Annual Report to
ensure their appropriateness. The Audit and Risk Committee was satisfied with the
approach presented by management, the judgements made for those properties at
risk of impairment and the related disclosures in the Annual Report and Accounts 2025.
Separately disclosed items The Committee considered the nature of items classified as “separately disclosed
items” in the financial statements. The Committee was satisfied that the items
management proposed to be shown as separately disclosed items were not linked
to the underlying trading of the Group. The most significant items included within
separately disclosed items are impairments on properties and profits and losses that
arise on the disposal of properties.
In addition, the Committee reviewed the disclosures within the Annual Report and
Accounts 2025 to ensure they clearly identified and reconciled to the relevant
GAAP measure.
During its review of the Group’s financial
statements for the period to 29 March
2025, the Committee has reviewed the
key judgements and estimates applied
in the preparation of the consolidated
financial statements, including those
communicated by the external auditor
during their reporting. These are described
in the accounting policies detailed in
Note 1 to the financial statements.
The Board was made fully aware of any
significant financial reporting issues and
judgements made in connection with the
preparation of the financial statements.
The key judgements and estimates
considered by the Committee are
detailed in the table below:
Fuller, Smith & Turner P.L.C.
82
Going Concern and
Viability Statement
The Committee assessed in detail the
going concern and viability reviews
undertaken by management. This
involved looking at potential revenues,
costs and cash flow modelling on both
a prudent base case and downside
case scenario where there was much
greater uncertainty. The Committee was
satisfied with the approach presented by
management, including the judgements
made in the estimation of future cash
flows and the Group’s financing,
and considering the high proportion
of freehold property that underpins
theestate.
In addition, the Committee has
reviewed the Group’s assessment of
viability over a period greater than 12
months. The Committee considered
the potential financial impact of the
Group’s principal risks and uncertainties,
including the impact of climate change
and climate change legislation on the
Group’s operations. The Committee has
concluded that the factors considered
and assumptions used are appropriate
inassessing the Group’s viability.
See Going Concern and Viability
Statement on page 35.
Internal Control and
Risk Management
The Board has overall responsibility for the
Group’s system of internal control and
management of risks and for reviewing its
effectiveness. The system was designed
to provide reasonable but not absolute
assurance of:
• the mitigation of risks which might
cause the failure of business
objectives
• no material misstatements or losses
• the safeguarding of assets against
unauthorised use or disposal
• the maintenance of proper
accounting records and the reliability
of relevant information used within
the business or for publication
• compliance with applicable laws
and regulations.
The Directors’ statement on the
Company’s system of internal controls
is set out below.
At the start of the year, the Committee
discussed the Company’s risk
management process and, on behalf
of the Board, considered the Group’s
principal risks which had been reviewed
by the individual risk owners.
Where applicable, the mitigating actions
and controls had been updated and
the risk rating updated. Any significant
changes to risks were discussed in each
subsequent Committee meeting.
During the year, a selection of key
risks were presented to the Audit and
Risk Committee or the Board. This has
included risks around climate change,
cyber security and wage cost inflation.
The Group maintains business continuity
plans and scenario based crisis
management exercises are run on a
biennial basis. As reported last year, the
last exercise was completed in May 2024,
based around a food safety disruptive
issue. Learnings from this exercise were
fed back to the Executive Team and
additional training was implemented
toimprove response capability.
The Board and Committee also consider
the thorough responses by the Executive
Team and the broader management
teams to significant challenges they have
faced during the year – the continued
challenging trading environment due
to inflation and the UK economic
uncertainty and policy implementation
that has affected wage cost inflation –
assolid evidence of the effectiveness of
existing disruption recovery and business
continuity plans.
The Finance Team is responsible for the
appropriate maintenance of financial
records and processes that ensure all
relevant information is relevant, reliable,
in accordance with the applicable
laws and regulations, and distributed
both internally and externally in a
timelymanner.
The Investment Committee and
Approvals Committee, two sub-
committees of the Executive Committee,
further strengthen control and scrutiny
of costs across the business below Board
level authority.
The Investment Committee is responsible
for reviewing and approving capital
related projects and investments and for
completing post-investment appraisals.
The Approvals Committee is responsible
for reviewing and approving central
costs, Support Centre staffing changes
and material procurement contracts.
The Finance Director chairs both sub-
committees and provides regular
updates to the Executive Committee,
and to the Audit and Risk Committee
andthe Board as required.
Throughout the period, the Executive
Directors provided relevant and timely
financial commentary to supplement
the financial reporting, ensuring the
Committee and the Board were informed
of the financial position and results of
theGroup.
The Committee and the Board have
considered the effectiveness of the
Group’s system of internal controls. Key
elements of the system of internal control
designed to address significant risks and
uncertainties, as documented on pages
36 to 38, include:
• clearly defined levels of responsibility
and delegation throughout the
Group, together with well-structured
reporting lines up to the Board
• the preparation of annual budgets for
each division, including commentary
on key business opportunities and risks
• the reviews by the Executive Team
of actual monthly results against
budget, together with commentary
on significant variances and
updates of both profit and cash
flowexpectations for the year
• a detailed investment approval
process requiring Board authorisation
for all major projects
• post-implementation appraisals of
major capital expenditure projects
asrequested by the Board
• regular reporting of legal and
accounting developments to
the Board
• regular review of the Group’s risk
register and discussion of significant
risks by the Audit and Risk Committee
and the Board which, among
other things, take account of
the significance of ESG matters
to the business
• information reported through any
oneof the whistleblowing channels
• regular reporting of compliance
with data protection and health
and safety, and the monitoring of
accident statistics and the results
ofhealth and safety audits.
Annual Report and Accounts 2025
83
Overview Strategic Report Governance Financial Statements Additional Information
Internal Audit
The Group does not have a dedicated
internal audit function but uses its own
Finance Team and Retail Audit Team,
augmented with external specialists as
required, to provide assurance regarding
the strength of the control environment
and risk management.
The team of retail business auditors
monitor, in particular, the controls over
stock and cash in Managed pubs and
hotels across the estate.
All sites were audited at least once
during the year. A report of the findings
from the annual audits vs risk-based
audits is collated and presented to
the Committee to assess whether
a change in the audit approach is
required. The Retail Audit Team utilises
a risk dashboard which allows them to
quickly and objectively assess each site
to support their risk based approach to
audit visits. The Team continues to work
with operations to enhance training and
controls around stock management.
The function reports into the Head
of Group Tax & Risk who attends all
meetings of the Committee to provide
an update on the activities of the Retail
Audit Team. This includes reporting on
any key control weaknesses which have
been identified and progress against
mitigating actions.
External resource is used when specialist
advice is required on any areas of
risk or controls where the Committee
considers the business may be exposed.
The Committee received regular reports
covering third party audits on health
and safety and food safety matters. It
was agreed in early 2025 that the annual
health and safety report should be
reported to the Board going forward, as
the Board regularly receives the health
and safety report as part of the People
&Talent Director’s reporting.
For FY2025, the Committee confirmed
that the existing arrangements of internal
audit remained appropriate.
Climate Risk and TCFD Disclosure
The Committee is responsible for
overseeing that the effects and
consequences of climate change are
adequately reflected in our financial
statements. Climate-related risks are
presented to the Committee on an
annual basis. The Board received a
sustainability briefing in June 2025
which included input from an external
consultant, Zero Carbon Forum, to
understand the Group’s current
position and the risk and opportunities.
The Committee reviewed and agreed
that the TCFD disclosures set out on
pages 44 to 53 were appropriate and
that the assumptions used in the financial
statements are consistent with these
disclosures.
Whistleblowing
The Committee is responsible for
reviewing the adequacy and security
of the Company’s arrangements
for employees and contractors to
raise concerns about any suspected
wrongdoing, as set out in the Company’s
Whistleblowing Policy. The Company has
in place mechanisms for concerns to
be raised in confidence internally and
anonymously through the appointment
of an independent whistleblowing service
operated by Safecall.
Any whistleblowing reports are reported
immediately to the Committee Chair
and, following investigation, to the full
Committee and, at least annually, to the
Board. Through Board reporting from the
People & Talent Director, the Committee
also gains insight into any trends on
employee relation matters.
Anti-Bribery and Corruption
To prevent bribery and corruption, the
Group has a policy which all employees
and contractors must follow. This includes
guidance around the acceptance of
gifts and hospitality. The policy sets out
our commitment to conducting business
in an honest and ethical manner and our
zero-tolerance approach to bribery and
corruption from our people and any third
parties, including customers and suppliers.
External Audit
Ernst & Young LLP were first appointed
in 2021, following a tender process,
to conduct the audit of the Group’s
financial statements for the financial
year to 27 March 2021, and this is its
fifth year auditing the Group’s results.
In accordance with best practice and
professional standards, the external
auditor is required to adhere to a rotation
policy whereby the audit engagement
partner is rotated at least every five
years. Rachel Savage, the lead audit
engagement partner has been in situ for
five years and will step down following
the FY2025 audit. Rachel Dockar has
shadowed the current partner for the
2025 audit and will assume the role for
the2026 audit cycle.
The external auditor is invited to attend
all meetings of the Committee and report
on the plan and approach for the full
year audit.
The Committee Chair meets the auditor
on a regular basis during the year, and
the Committee meets with the auditor,
without management present, at least
annually in order to allow both the
members of the Committee and the
auditor to raise any issues directly and
todiscuss the auditor’s remit.
The Committee reviewed the effectiveness
of EY’s performance of the external audit
process, taking into account:
• the quality and scope of the audit
plan, and evaluation of delivery and
performance against the plan
• qualifications, efficiency and
performance of the audit team
• the communication between the
Company and EY
• EY’s understanding of the Group’s
business and industry sector
• the results of the FRC’s Audit Quality
Inspection Report on EY.
After considering these matters, the
Audit and Risk Committee was satisfied
with the effectiveness of the year end
audit process and recommended to the
Board that EY be re-appointed at the
Company’s AGM on 22 July 2025.
During the year, the Company complied
with the provisions of the Statutory
Audit Services for Large Companies
Market Investigation (Mandatory Use of
Competitive Tender Process and Audit
Committee Responsibilities) Order 2014.
Auditor Independence
and Non-Audit Services
Auditor independence and objectivity
are safeguarded by a number of control
measures, and a formal written policy was
approved in January 2021 and reviewed
during the course of the year to confirm its
continued appropriateness. The policy sets
out processes for assessing independence
and objectivity, including disclosure
requirements of the auditor, restrictions on
the employment of the auditor’s former
employees and the circumstances in
which the auditor may be permitted to
undertake non-audit services.
The policy is in line with the
recommendations set out in the FRC’s
Guidance on Audit Committees and
the requirements of the FRC’s Revised
Ethical Standard 2024 (the “Standard”).
In respect of non-audit services, only a
very short list of non-audit services is now
permitted under the Standard, which
are detailed in the policy, and all spend
has to be approved by the Committee,
which ensures full visibility.
In FY2025, the fees paid to EY for audit
services were £533,000 (FY2024: £485,000),
including £31,000 for non-recurring audit
services (FY2024: £nil).
Audit and Risk Committee Report
Continued
Fuller, Smith & Turner P.L.C.84
During the year, no fees were paid
to EY for non-audit services (FY2024:
£10,000 in relation to the agreed upon
procedures on the FY2024 Half Year
Results Announcement). In addition, EY
was paid £6,000 (FY2024: £6,000) for the
completion of a compliance certificate
from the auditor required under the terms
of the 6.875% Debenture Stock 2028
Trust Deed.
In line with the approach taken by many
companies, EY is not engaged to provide
a review opinion on the half year results.
However, the lead engagement partner
attends all meetings of the Committee,
including the discussions to approve the
half year results.
Fair, Balanced and
Understandable
The Committee reviewed whether the
Annual Report, taken as a whole, was
fair, balanced and understandable, and
also whether it provided the information
necessary for shareholders to assess the
Company’s position and performance,
business model and strategy. In making
its assessment, the Committee took the
following into account:
• A timetable for the production of
the Annual Report was agreed by the
Finance Team and the auditor, with
overall co-ordination of the report
being overseen by the Finance Director
• Each section of the report was
prepared by a member of
management with appropriate
knowledge and experience,
including representatives from
finance, communications, company
secretariat and risk
• Management’s views on each of the
key judgements, which were then
discussed by the Committee
• Reports and feedback from the
auditor which were presented to
theCommittee
• Board members received drafts of
the report for review, which provided
an opportunity to provide comments
and ensure messaging was cohesive.
Following its review, the Committee
confirmed to the Board that the
Annual Report was fair, balanced
and understandable, and the Board’s
statement is set out on page 108.
Juliette Stacey
Chair of the Audit and Risk Committee
10 June 2025
Annual Report and Accounts 2025 85
Overview Strategic Report Governance Financial Statements Additional Information
Members and meeting
attendance
Meetings
FY2025
Current Directors
Robin Rowland (Chair) 4/4
Jane Bednall
1
0/0
Juliette Stacey 4/4
Former Director
Helen Jones
2
4/4
“Our remuneration
philosophy is to incentivise
management to drive
business performance in
order to deliver sustained
and profitable growth”
Robin Rowland
Chair of the Remuneration Committee
Governance
• Formal committee of the Board
• Duties set out in terms of reference
available at www.fullers.co.uk/
corporate/about-us/governance/
governance-documents
• No members or other attendees
participate in discussions about
their own remuneration
Membership
• Consists entirely of independent
Non-Executive Directors
• Helen Jones served as Chair until
31 March 2025 and was succeeded
by Robin Rowland
• Detail of skills and experience of
members can be found on pages
60 to 61
Support
• Other regular attendees at
meetings include:
– Chairman
– Chief Executive
– People & Talent Director
– Company Secretary
• Remuneration advisor attends
meetings at invitation of Chair
Key duties
• Sets the Remuneration Policy for
the Chairman, Executive Directors,
Executive Team members and
Divisional Directors
• Determines the total remuneration
package (including pensions,
service agreements and
termination payments) of the
Chairman and Executive Directors
and, in consultation with the Chief
Executive, determines the total
remuneration package of the
members of the Executive Team
and Divisional Directors
• Reviews workforce remuneration
and related policies
Remuneration Committee Report
COMMITTEE
Remuneration
At a glance
1 Appointed as a Director and member of
the Remuneration Committee with effect
from 1 April 2025 and therefore did not
attend any meetings in FY2025.
2 Retired as a Director with effect from
31March 2025.
Fuller, Smith & Turner P.L.C.86
Dear Shareholder,
Following my appointment
as Chair of the Committee on
1 April 2025, I am delighted
to present the Remuneration
Report for the year ended
29March 2025. I would like
to extend my thanks to Helen
Jones for her expert chairing
of the Committee from
September 2019 until her
retirement on 31 March 2025.
I would also like to welcome
Jane Bednall to the Committee
following her appointment
as a new independent
Non-Executive Director
on 1 April 2025.
Remuneration for FY2025 has been
framed by this strong operational
performance which has been delivered
by the Executive and is reflected in pay-
outs being awarded against variable
elements of pay as detailed below.
Directors’ Remuneration Policy
Our remuneration philosophy is to
incentivise management to drive business
performance in order to deliver sustained
and profitable growth. We presented
our revised Policy to shareholders at the
AGM in 2024, where we received strong
support with a vote in favour of 94.59%.
The Policy is intended to cover the three-
year period to the AGM in 2027 and it
was applied consistently during the year
ended 29 March 2025. The Committee
did not exercise any discretion to adjust
remuneration outcomes in the year. No
changes are proposed to the Policy
forFY2026.
Appointment of Executive
Chairman and Chief Operating
Officer
Given the upcoming retirement of
Michael Turner, our Chairman, after
the 2025 AGM (see page 76 for further
details), Board succession and the
Group’s leadership structure has been
anarea of continued discussion.
Following the AGM, Simon Emeny, the
Chief Executive, will assume the role of
Executive Chairman and Fred Turner,
the Retail Director, will be appointed
asChiefOperating Officer.
This structure leverages Simon Emeny’s
extensive experience (nearly three
decades with the business, including
approximately 27 years on the Board
and 12 years as Chief Executive), to
ensure business continuity and effective
decision-making in a challenging
market. His deep knowledge and
proven track record make him ideally
suited to lead the Group following the
Chairman’sretirement.
Updated Share Plans
At the 2025 AGM we will be seeking
shareholder approval to renew the
all-employee SAYE Scheme which is
approaching its expiry date. We are
also presenting updated ESOS rules
for approval to bring them in line with
legislative changes and current practice.
Full details of the terms of the SAYE
Scheme and ESOS rules will be included
in the Notice of AGM. The updated plans
will replace the existing plans for grants
from the 2025 AGM onwards.
May 2025
• Considered remuneration
arrangements for wider workforce
• Confirmed vesting outcome for
awards granted in FY2023 under
LTIPand ESOS
• Considered performance against
financial and strategic targets for
FY2025 annual bonus and agreed
pay-out levels
• Approved annual salary increases
for Executive Directors, Executive
Team and Divisional Directors
effective 1 June 2025
• Set financial and strategic targets for
FY2026 annual bonus for Executive
Directors, Executive Team and
Divisional Directors
• Agreed targets for FY2026 LTIP and
ESOS awards
• Approved remuneration packages
for new Executive Chairman and
Chief Operating Officer roles,
subject to Board approval
Despite the challenging economic
environment, we have continued to build
on our strong momentum and have seen
significant progress and growth across
the business. Revenue grew by 4.8%, to
£376.3 million, like for like sales were up
5.2%, and adjusted profit before tax
increased by 32% to £27.0 million.
May 2024
• Discussed provisional vesting
outcome for awards granted during
FY2022 under Long-Term Incentive
Plan (“LTIP”) and Executive Share
Option Scheme (“ESOS”) which was
confirmed in June 2024
• Considered performance against
financial and strategic targets for
FY2024 annual bonus and agreed
pay-out levels
• Approved annual salary increases
for Executive Directors, Executive
Team and Divisional Directors
effective 1 June 2024
• Set financial and strategic targets for
FY2025 annual bonus for Executive
Directors, Executive Team and
Divisional Directors
• Agreed targets for FY2025
LTIP and ESOS awards
• Reviewed Remuneration Policy
(the “Policy”) for approval by
shareholders at 2025AGM
• Considered remuneration
arrangements for wider workforce
November 2024
• Considered 2025 AGM voting
outcome
• Approved annual invitation under
the all-employee Sharesave
(“SAYE”) Scheme for FY2025
• Reviewed independence and
effectiveness of the remuneration
advisor
• Conducted annual review of the
Committee’s terms of reference
January 2025
• Reviewed outline of remuneration
advisor fees for FY2026
• Reviewed the annual Gender Pay
Gap Report
• Received a report on updated
remuneration policy guidance from
investor bodies
Key Activities
Annual Report and Accounts 2025 87
Overview Strategic Report Governance Financial Statements Additional Information
Remuneration Committee Report
Continued
Incentive Outcomes for FY2025
Annual bonus
The annual bonus for FY2025 was based
80% on Group adjusted profit before tax
(pre IFRS 16) performance and 20% on
individual strategic performance. Group
adjusted profit before tax (pre IFRS 16)
was £27.2 million, which exceeded the
maximum performance target of £26.87
million, therefore this element vested
at 100% of maximum. Performance
against individual strategic objectives
was assessed and vested at 78.5% of
maximum. Further details are disclosed
on page 93. Overall, an annual bonus
of95.7% of maximum has been awarded
to each of the Executive Directors.
LTIP
The LTIP granted in July 2022 was based
on Group adjusted EPS before tax
performance targets measured over the
period to FY2025. The EPS performance
targets for the LTIP were not met and
these awards will lapse in full.
ESOS
No awards will vest based on performance
for the financial year FY2025.
Conclusion
The Remuneration Committee considers
the level of pay-out for the incentives
above are reflective of the overall
performance of the Group over the
relevant performance period and are
appropriate.
Executive Director Remuneration
for FY2026
Salary
We review carefully the approach taken
for the wider workforce when considering
salary increases for Executive Directors,
given the continued cost pressures faced
by colleagues over the last 12 months.
Base salaries for Executive Directors have
been increased by between 2.4% and
2.6%, which is in line with the increases
received by those employed by the
Company. The average salary increase
received by the wider workforce (which
includes pub teams) was 5.2%. Executive
Director pay increases will continue to be
implemented with effect from 1 June of
each year.
Simon and Fred’s salaries were increased
by 2.4% and 2.6% respectively in line
with the wider workforce from 1 June
2025. Following the AGM and their
appointment to their new roles, their
salaries will be further increased to
£620,000 for Simon and £295,000 for
Fred. These salaries reflect the material
change in the scope and complexity
of their roles and the cessation of the
current Chairman’s fee (£210,000) while
recognising the business’ cost constraints.
All other elements of their FY2026
remuneration packages will remain as
detailed on page 91.
Annual bonus
The maximum annual bonus will continue
to be 100% of base salary, based 80% on
Group adjusted profit before tax (pre IFRS
16) performance and 20% on individual
strategic objectives.
Long-term incentive awards
The maximum LTIP award will continue
to be 125% of base salary for the Chief
Executive, Retail Director and People &
Talent Director and 100% of base salary
for the Finance Director, based on the
achievement of pre-tax adjusted EPS
performance for FY2028.
Awards under the ESOS will be granted
to Executive Directors with reference to
the tax efficient limit set by HMRC, to the
extent they are eligible.
Non-Executive Director Fees
Non-Executive Director fees were last
reviewed in detail by the Board in
December 2023 and the fees were last
increased in January 2024 to a basic
fee of £58,000. No changes to the basic
fee are expected to be made in FY2026.
The additional fees paid for chairing or
attending a Committee or for any other
additional duties will remain the same.
Further details about the additional fees
are set out on page 95.
The Chairman’s fee was last reviewed
by the Remuneration Committee in 2022
and remains at £210,000 for FY2026 up
until his retirement at the 2025 AGM.
Jane Bednall was appointed to the Board
on 1 April 2025 and her basic fee is in line
with the other Non-Executive Directors.
Employee Engagement
and Support
The Committee receives updates on
workforce pay and benefits throughout
the Group and considers workforce
remuneration as part of the review of
Executive remuneration. We took into
account the agreed average annual
pay increase for all employees when
agreeing pay reviews for the Executive
Directors, Executive Team and Divisional
Directors. Employee share ownership is
encouraged through the all-employee
Savings Related Share Ownership
Scheme which is offered to all employees
of the Company.
Shareholder Engagement
The Committee welcomes ongoing
shareholder dialogue. Our intention is
that shareholder views will be sought
when there is any significant change
to Directors’ remuneration. Should
shareholders have any concerns about
the Policy, the Remuneration Committee
Chair will endeavour to meet with them,
as appropriate, to understand and
respond to any issues they may have.
I hope that you find the Report clear
and comprehensive and that it helps
demonstrate how Directors’ remuneration
is linked to the performance of the
Company.
On behalf of the Remuneration
Committee, I would like to thank
shareholders for your continued support
and feedback over the year, and I
hope that you are able to support the
resolution on the Annual Report on
Remuneration being presented at this
year’s AGM on Tuesday 22 July 2025.
Robin Rowland
Chair of the
Remuneration Committee
10 June 2025
Fuller, Smith & Turner P.L.C.
88
Directors’ Remuneration Policy
We presented our Remuneration Policy
(the “Policy”) to shareholders at the
AGM in 2024, where we received strong
support with a vote in favour of 94.59%.
This Policy covers the three-year period
until the AGM in 2027 and it was applied
consistently during the year ended
29 March 2025. The full Policy can be found
on pages 83 to 97 of the 2024 Annual
Report and is available in the Investor
section of our website (www.fullers.co.uk).
The table on page 90 provides a summary
of the main elements of the Policy for
Executive Directors.
Annual Report on Remuneration
This Annual Report on Remuneration from this page to page 103 will be put
to an advisory shareholder vote at the Company’s AGM on 22 July 2025.
Remuneration Philosophy
and Principles
In developing the Policy, the
Remuneration Committee considered
the key principles set out in Provision 41
of the UK Corporate Governance Code.
The Committee believes that the Policy is
clear and transparent and aligned with
our culture. In normal years, we operate a
simple incentive framework of an annual
bonus, an LTIP award, and an ESOS
award, subject to maximum award levels
set by HMRC. Award levels are capped
with pay-out linked to performance
against a limited number of measures
which are linked to our strategy. Stretching
but fair targets are set. This ensures that
potential reward outcomes are clear and
aligned with performance achieved, with
the Remuneration Committee having the
discretion to adjust pay-outs where this is
not considered to be the case.
Pay levels are set taking into account
external market levels as well as
internal practice to ensure pay remains
competitive while being equitable within
the Company. Malus and clawback
and discretion provisions, LTIP holding
periods and shareholding guidelines,
including post-employment, are in
place to mitigate reputational and
other risks. Remuneration arrangements
are determined throughout the Group
based on the same principle: that the
remuneration policies and practices
should be aligned to the Company’s
purpose and values, support the delivery
of the strategy and promote long-term
sustainable success.
Annual Report and Accounts 2025
89
Overview Strategic Report Governance Financial Statements Additional Information
Remuneration Committee Report
Continued
Summary of Implementation in FY2025
Fixed
Current Policy Key features Implementation in FY2025
Base salary
Reflects the importance
of the role to the business
and the experience the
individual brings to it
• Reviewed annually with increases
normally effective from 1 June
• Increases will normally be in line
with increases across the Group
Increased by 4% from 1 June 2024 in line with the wider
workforce:
• Chief Executive – £579,000
• Finance Director – £400,500
• Retail Director – £231,500
• People & Talent Director – £223,500
Benefits
Provides competitive
benefits which also protect
the individual and provides
preventative care for them
• The Company offers Executive
Directors a range of benefits
consistent with the role
Taxable benefits included:
• a car allowance
• private medical insurance
• optional cash vouchers for use in Fuller’s pubs and hotels
Non-taxable benefits included:
• life assurance and permanent health insurance
• Group-wide employee benefits, such as an employee
discount linked to length of service and all-employee
share plans
Pension
Provides an appropriate
level of retirement benefits
• Executive Directors are either
members of the Company’s defined
contribution plan or receive a cash
allowance in lieu of pension
Pension rates are as follows:
• Chief Executive – 17.5% of base salary
• Finance Director – 5% of base salary
• Retail Director – 17.5% of base salary
• People & Talent Director – 7% of base salary
Variable
Key features Implementation in FY2025
Annual bonus
Incentivises achievement
of annual financial
objectives and delivery
ofthe business strategy
• Maximum opportunity of 100%
of salary based on annual
performance targets
• Any bonus earned in excess of 75%
of salary will normally be deferred
into shares for three years under the
2019 Bonus and Deferred Bonus Plan
(“BDBP")
The maximum bonus award for Executive Directors was 100%
of base salary based 80% on Group pre-IFRS 16 adjusted profit
before tax and 20% on individual strategic performance.
Bonus pay-out (95.7% of maximum):
• Chief Executive – £554,103
• Finance Director – £383,279
• Retail Director – £221,546
• People & Talent Director – £213,890
LTIP
Incentivises the delivery
of long-term sustainable
returns for all shareholders
• The maximum annual award in
respect of a financial year is 125%
of base salary
• Awards vest based on performance
over three financial years
• Normally 25% of awards vest for
threshold levels of performance
The Chief Executive, Retail Director, and People & Talent
Director were granted awards of 125% of salary and the
Finance Director was granted an award of 100% of base
salary in June 2024 (“2024 LTIP").
Awards were based on pre-tax adjusted EPS performance for
FY2027 of:
• Threshold – EPS of 43.00p
• Maximum – EPS of 58.99p
2022 LTIP award
LTIP awards granted to the Executive Directors in July
2022 were subject to a pre-tax adjusted EPS performance
condition. The outcome was below the threshold target and
therefore these awards lapsed.
ESOS
Aligns interests of Executive
Directors with those
of shareholders and
incentivises delivery of
long-term sustainable
returns
• Executive Directors may be granted
market value options up to a
maximum total value set by HMRC
• Options vest based on performance
over three financial years
• Once vested, options must
be exercised before the 10th
anniversary of grant
No awards were made to Executive Directors in FY2025.
Awards made to other participants were based on pre-tax
adjusted EPS performance for FY2027 of 37.30p.
2022 ESOS award
ESOS awards granted to the Finance Director, Retail Director,
People & Talent Director in July 2022 were subject to a pre-tax
adjusted EPS performance condition. The target was not met
and therefore these awards lapsed.
Fuller, Smith & Turner P.L.C.90
Statement of Implementation of Remuneration Policy for FY2026
This part of the Directors’ Remuneration Report sets out how the Policy will be operated
in the coming year.
Base Salaries
The Executive Directors’ base salaries
have been increased by between 2.4%
and 2.6% in line with the lowest increase
received across the wider workforce.
The Remuneration Committee reviewed
carefully the approach taken for the
wider workforce when considering salary
increases for Executive Directors, given
the continued cost pressures faced
by colleagues over the last 12 months.
Theaverage salary increase received
bythe wider workforce was 5.2%.
Following a change in 2022, pay
increases across the wider business
are now implemented with effect from
1April of each year. Pay increases for
Executive Directors, other members of the
Executive Team and Divisional Directors
will continue to be implemented with
effectfrom 1 June of each year.
Salaries for the Executive Directors from
1June 2025 are therefore as follows:
• Chief Executive – £593,000
• Finance Director – £410,500
• Retail Director – £237,500
• People & Talent Director – £229,000
Following the 2025 AGM, Simon Emeny,
the Chief Executive, will be appointed
as Executive Chairman with a salary
of £620,000, and Fred Turner, the
Retail Director, will be appointed as
Chief Operating Officer with a salary
of £295,000. These salaries reflect
the material change in the scope
and complexity of their roles and the
cessation of the current Chairman’s fee
(£210,000) while recognising the business’
cost constraints. All other elements of
their FY2026 packages will remain in line
with the Remuneration Policy approved
by shareholders at the 2024 AGM. The
current Chief Executive and Retail
Director roles will be retired at the 2025
AGM as described in the Nominations
Committee Report on pages 75 to 76.
Pension and Benefits
No changes to Executive Directors’
benefits are proposed for FY2026.
The Chief Executive and Finance Director
receive an annual cash allowance in
lieu of pension of 17.5% and 5% of base
salary, respectively. The Retail Director
and People & Talent Director receive an
annual pension contribution of 17.5% and
7% of base salary, respectively.
Pension entitlements are in line with the
Policy that was in place at the time of
appointment.
The Remuneration Committee is aware
of shareholder guidance that pensions
for Executive Directors should be aligned
with the wider workforce. However, where
this is not the case, given the current
rate represents an existing contractual
commitment, the Remuneration
Committee does not consider it
appropriate to make a reduction at this
stage. The Remuneration Committee
will keep this approach under review.
As previously advised, the pension
opportunity for new Executive Directors
appointed to the Board will be in line
with the maximum employer contribution
available for the majority of the
workforce.
Annual Bonus
For FY2026, we intend to operate an
annual bonus in line with our Policy. The
maximum annual bonus will be 100% of
base salary for all Directors. The annual
bonus will be based 80% on Group
adjusted profit before tax (pre IFRS 16)
performance and 20% on individual
strategic performance.
Targets are considered to be
commercially sensitive and have therefore
not been disclosed. Our intention is to
disclose targets in the FY2026 Directors’
Remuneration Report, provided that
these are no longer considered to be
commercially sensitive at that time.
LTIP
The Remuneration Committee intends to
continue to grant LTIP awards for FY2026
to ensure that management are aligned
with shareholders and incentivised to
deliver long-term performance. Awards
will be granted at the Policy level of 125%
of base salary to the Chief Executive,
Retail Director, and People & Talent
Director, and 100% of base salary to the
Finance Director.
The LTIP will be based on pre-tax adjusted
EPS performance as the Remuneration
Committee considers that this provides
a clear objective for management and
supports our strategy. The portion of
the LTIP award that vests for threshold
performance will be 25% of maximum.
For FY2026 LTIP awards, EPS targets have
been set as absolute pence targets for
FY2028 as set out below.
We want to measure the performance of
our Executive Directors against a criterion
that aligns the Executive Directors’
interest with the long-term interests of our
shareholders. We believe that an earnings
per share measure is more appropriate
than a simple profit measure as the
latter could be improved, for example,
by the issuance of shares to raise cash
or to finance an acquisition, having a
consequent diluting effect on existing
shareholders’ interests. Additionally,
given the aim of encouraging long-
term performance, we believe that the
earnings per share figure should not
reflect short-term non-trading impacts
on profit, whether positive or negative,
for example, profits or losses on the sale
of freehold properties, and such items
should be adjusted for. Lastly, given
that changes in tax rates are unrelated
to Executive Directors’ performance,
we believe that any earnings per share
measure for the LTIP should be based on
pre-tax earnings.
The awards will be subject to malus and
clawback provisions and a two year
post-vesting holding period will apply.
Pre-tax adjusted EPS targets for the
FY2026 awards are proposed as follows:
Threshold
(25%
vesting)
Maximum
(100%
vesting)
Pre-tax adjusted
EPS in FY2028
1
53.04p 69.85p
1 Vesting increases on a straight-line basis
between Threshold and Maximum.
These targets were set taking into
account internal and external
expectations of performance and the
Committee considers that these targets
are appropriately stretching taking into
account the macroeconomic context.
ESOS
The Remuneration Committee intends to
grant ESOS awards to Executive Directors,
to the extent they are eligible, up to the
maximum limit set by HMRC. The awards
will be based on pre-tax adjusted EPS
performance for FY2028 of 51.49p.
Annual Report and Accounts 2025
91
Overview Strategic Report Governance Financial Statements Additional Information
Remuneration Committee Report
Continued
Implementation of Remuneration Policy for FY2025
This part of the Directors’ Remuneration Report sets out the Directors’ remuneration paid in respect of FY2025. Sections in the Report
not specifically stated as audited are not subject to audit. The Policy operated as intended during FY2025 and pay outcomes are
considered by the Committee to be aligned with the experience of shareholders and other stakeholders.
Single Total Figure of Remuneration Table (audited)
Salary / Fees
Taxable
benefits
1
Annual bonus
2
LTIP / Options
3
Pension Total variable Total fixed Total
2025
£’000s
2024
£’000s
2025
£’000s
2024
£’000s
2025
£’000s
2024
£’000s
2025
£’000s
2024
£’000s
2025
£’000s
2024
£’000s
2025
£’000s
2024
£’000s
2025
£’000s
2024
£’000s
2025
£’000s
2024
£’000s
Simon Emeny 575 551 26 25 554 545 – 303 101 96 554 848 702 672 1,256 1,520
Neil Smith 398 381 24 23 383 377 – 162 20 19 383 539 442 423 825 962
Fred Turner 230 220 26 23 222 218 – 121 40 39 222 339 296 282 518 621
Dawn Browne
4
222 162 24 14 214 157 – 48 16 11 214 205 262 187 476 392
Michael Turner 210 210 31 27 – – – – – – – – 241 237 241 237
Juliette Stacey 88 82 – – – – – – – – – – 88 82 88 82
Sir James
Fuller Bt 63 57 – – – – – – – – – – 63 57 63 57
Richard Fuller 58 52 – – – – – – – – – – 58 52 58 52
Helen Jones 78 72 – – – – – – – – – – 78 72 78 72
Robin Rowland 68 62 – – – – – – – – – – 68 62 68 62
1 Taxable benefits include a car allowance, family private medical insurance and cash vouchers for use in Fuller’s pubs and hotels.
2 The annual bonus earned in respect to FY2025 will be paid 75% of salary in cash and 20.7% deferred into shares for three years.
3 LTIP / Options may include the value transferred to Directors from the LTIP, ESOS and SAYE Scheme. For SAYE, the benefit is calculated as the share
price at the grant date less the exercise price, multiplied by the number of shares under option being purchased. The 2022 LTIP award did not vest as
the threshold performance target was not achieved. The value included in the FY2024 column, as disclosed on page 101 of the Annual Report and
Accounts 2024, relates to the Recovery LTIP which vested at 25% of maximum. The value of the Recovery LTIP award, which vested on 28 June 2024, has
been updated for the actual share price on the date of vesting (£6.96 for the “A” Ordinary Shares and 70p for the “B” Ordinary Shares). The Recovery
LTIP award was granted on 29 September 2021 using a share price of £7.33 for the “A” Ordinary Shares and 73p for the “B” Ordinary Shares, which was
the average share price during the five dealing days ending immediately before the date of grant. Based on the vesting share price, this equated to a
decrease in value of 37p per “A” Ordinary Share and 0.04p per “B” Ordinary Share.
4 The figures in FY2024 reflect Dawn Browne’s remuneration from 3 July 2023 when she was appointed to the Board.
Base Salary
Executive Directors’ base salaries were increased by 4% in line with the increase received across the wider workforce, effective
1June 2024.
Benefits
Executive Directors received taxable benefits which include a car allowance, private medical insurance and optional cash
vouchers for use in Fuller’s pubs and hotels. Executive Directors also received other non-taxable benefits including life assurance
and permanent health insurance and other Group-wide employee benefits, such as an employee discount linked to length of
service and all-employee share plans.
Annual Bonus (audited)
The annual bonus for the year was based 80% on Group adjusted profit before tax (pre-IFRS 16) and 20% on individual strategic
objectives.
The following sets out details of actual performance against the targets set:
Financial Targets (80% of maximum)
Threshold Target Maximum
Measure
% of financial
target
Required
performance
% of financial
target
Required
Performance
% of financial
target
Required
performance
Actual
performance
Pay-out as
% of max
Group adjusted
profit before tax
(pre IFRS 16) 10% £22.57m 50% £24.72m 100% £26.87m £27.2m 100%
Fuller, Smith & Turner P.L.C.
92
Individual Strategic Performance (20% of maximum)
The non-financial element of the bonus for FY2025 was dependent on personal performance against non-financial strategic
objectives approved by the Remuneration Committee. The table below summarises the achievements against each of those
objectives.
Strategic performance measure Outcome
1. Delighting our customers
Measured by growing like for like sales ahead of the
CGARSM Hospitality Business Tracker for the full year.
For FY2025 like for like sales increased by 5.2%, ahead of the
CGA RSM Hospitality Business Tracker.
2. Investment in our estate
Measured by assessing post investment weekly sales
achieved compared to the weekly sales forecast within
the internal rate of return (IRR) for all transformational
investments during the year.
Across sites with a transformational investment, which have
traded for eight weeks post investment, the actual sales uplift
achieved was in excess of the targeted uplift in theyear.
3. Inspiration of our teams
Measured by reference to increasing the rating for
the “inspiration” score from the annual employee
engagementsurvey.
The “inspiration” score within our employee engagement
survey increased when compared with the prior year survey.
4. Leverage growth potential
Measured through exceeding our targeted gross
profitmargin.
Gross profit margins were improved through effective
procurement, menu development and enhancing our offer
tocustomers. The increase in gross profit margin exceeded
ourtargeted growth rate.
The Remuneration Committee discussed the formulaic outturns of the financial targets and strategic performance objectives
in the context of the Group’s overall performance, shareholder return performance and other stakeholder experiences. The
Remuneration Committee noted that the Group adjusted profit (pre IFRS 16) of £27.2 million exceeded the maximum financial
target of £26.87 million and the significant progress that had been made against the strategic objectives, therefore the Committee
did not exercise discretion and an annual bonus of 95.7% of maximum has been awarded to each of the Executive Directors.
LTIP Awards Vesting in Respect of FY2025 (audited)
LTIP awards granted in July 2022 were based on pre-tax adjusted EPS performance for FY2025. The following sets out details of
performance against targets set. As threshold target was not achieved these LTIP awards will lapse. The Remuneration Committee
did not exercise any discretion in relation to the LTIP outcome.
Target set
Performance
measure
Minimum
(25% vesting)
Maximum
(100% vesting) Value of award
Actual
performance
Value
of award
LTIP
Pre-tax Group
adjusted EPS 49.93p 60.15p
Percentage vest of original grant:
Minimum – 25% Maximum – 100% 47.15p nil
Annual Report and Accounts 2025 93
Overview Strategic Report Governance Financial Statements Additional Information
Remuneration Committee Report
Continued
ESOS Awards Vesting in Respect of FY2025 (audited)
No ESOS awards vested to Executive Directors in respect of FY2025. ESOS awards granted to the Finance Director, Retail Director,
People & Talent Director in July 2022 were subject to a pre-tax adjusted EPS performance condition. The target was not met and
therefore these awards lapsed.
Total Pension Entitlements
Michael Turner and Richard Fuller are pensioners of the Fuller’s Defined Benefit Pension Plan, which is closed to future accrual,
under the Directors’ section.
Simon Emeny became a deferred member of the Fuller’s Defined Benefit Pension Plan, under the main section, when the Plan
closed to future accruals on 1 January 2015. Prior to closure, he received a salary supplement of 17.5% of the excess of his base
salary over the earnings cap for use as part of his retirement planning. Following closure of the Pension Plan, Simon Emeny is paid
an annual salary supplement of 17.5% of his salary by the Company.
During the year, Neil Smith was paid an annual cash allowance of 5% of salary, in line with the Policy. Fred Turner received an
annual pension contribution of 17.5% of salary, in line with his existing contractual arrangements. Dawn Browne received an
annual pension contribution of 7% of salary following her appointment to the Board, in line with the pension rate available to those
employed by the Company. Executive Directors who receive a cash allowance are required to use the supplement as part of their
overall retirement planning. They are also normally expected to contribute 7% of their salary to their pension or another investment
vehicle. The Remuneration Committee considers that the Policy operated as intended during the year.
Scheme Interests Awarded During the Financial Year (audited)
In respect of the 52 week period ended 29 March 2025, the following share awards were granted:
Director Type of award
Number of
“A" Shares
Number of
“B" Shares
Face value
at grant
£’000s
1
Date of grant
Performance
period end
2
% of award
grant vesting at
minimum threshold
Simon Emeny LTIP 83,237 208,093 724 28/06/2024 27/03/2027 25%
Total 83,237 208,093 724
Neil Smith LTIP 46,060 115,152 400 28/06/2024 27/03/2027 25%
Total 46,060 115,152 400
Fred Turner LTIP 33,280 83,201 289 28/06/2024 27/03/2027 25%
Total 33,280 83,201 289
Dawn Browne LTIP 32,130 80,326 279 28/06/2024 27/03/2027 25%
SAYE 669 – 5 18/12/2024 n/a n/a
Total 32,799 80,326 284
1 Face values have been calculated using the actual grant price of £6.956 per “A” Ordinary Share and an assumed share price of £0.6956 per “B”
Ordinary Share for the LTIP, being the average share price during the five dealing days ending immediately before the date of grant; and £6.88 per
“A” Ordinary Share for the SAYE, being the average share price during the five dealing days ending immediately before the date of grant, although
options were granted at a 20% discount.
2 The LTIP awards are subject to a pre-tax adjusted EPS performance condition, with the targets set on an absolute basis and measured over a period of
three years. 25% of the awards vest for pre-tax adjusted EPS of 43.00p in FY2027, with 100% vesting for pre-tax adjusted EPS of 58.99p (straight-line vesting
in-between).
Non-Executive Directors’ Fees
Non-Executive Directors receive a basic fee and additional fees for further duties, and the Chairman receives a basic fee.
A review of the Non-Executive Director fee structure was conducted by the Board (excluding the conflicted Non-Executive Directors)
in December 2023. As detailed on page 88, it was agreed that with effect from 1 January 2024, the basic fee would be increased
from £50,000 to £58,000 per annum. No changes were made to the additional fees paid for chairing a Committee or for additional
duties. The Chairman’s fee was last reviewed by the Remuneration Committee in 2022 and remains unchanged until his retirement
at the 2025 AGM.
Fuller, Smith & Turner P.L.C.
94
A summary of the FY2025 fee structure for the Non-Executive Directors, including the Chairman, is set out below:
Director Base fee
Senior
Independent
Director
Committee
Chair
Committee
member
(Audit & Risk and
Remuneration)
Family
Shareholder
Liaison Total
Michael Turner £210,000 – – – – £210,000
Juliette Stacey £58,000 £10,000 £10,000 £10,000 – £88,000
Sir James Fuller Bt £58,000 – – – £5,000 £63,000
Richard Fuller £58,000 – – – – £58,000
Helen Jones
1
£58,000 – £10,000 £10,000 – £78,000
Robin Rowland
2
£58,000 – – £10,000 – £68,000
1 Following Helen Jones’ retirement as a Director with effect from 31 March 2025, Jane Bednall joined the Board as an independent Non-Executive
Director on 1 April 2025. Jane will receive the base fee of £58,000 and a membership fee of £10,000 for serving on the Audit and Risk Committee
and the Remuneration Committee.
2 Robin Rowland was appointed as Chair of the Remuneration Committee on 1 April 2025 and will receive an additional fee of £10,000 from this date.
Payments to Past Directors and Payments for Loss of Office (audited)
There have been no payments made to past Directors and payments for loss of office during the year.
Share Ownership
Executive Directors
The Company has share ownership guidelines for Executive Directors which state that they should hold shares worth at least 200%
of their salary. Accordingly, until their guideline is met, Executive Directors are expected to retain:
• all shares they hold in the Share Incentive Plan (“SIP”)
• all shares they acquire as a result of exercising SAYE options
• all shares that they acquire as a result of exercising options under the ESOS net of the cost of those options
• at least 50% of any post-tax and National Insurance vested shares under the LTIP and the BDBP.
The table below summarises the compliance of each Executive Director with their shareholding requirement:
Executive Director
Shareholding
Requirement
(% of salary)
Current
Shareholding
(% of salary)
1,2
Shareholding
Requirement Met
Simon Emeny 200% 277% Yes
Neil Smith
3
200% 56% No
Fred Turner 200% 492% Yes
Dawn Browne
3
200% 30% No
1 The figures include shares which have vested under the rules of the LTIP and BDBP (net of tax) that are subject to a holding period as detailed on page 91.
2 Based on the share price on 28 March 2025 (which was the last trading day before the year end) of £5.34 for the “A” Ordinary Shares, £0.534 for the “B”
Ordinary Shares, and £5.34 for the “C” Ordinary Shares; and £1.0425 for the 2nd preference £1 shares on 5 February 2025 (which was the last date these
shares traded).
3 Neil Smith and Dawn Browne joined the Board in November 2021 and July 2023 respectively.
Executive Directors will normally be expected to maintain a minimum shareholding of 200% of base salary (or actual shareholding
if lower) for the first 12 months following departure from the Board and 100% of base salary (or actual shareholding if lower) for the
subsequent 12 months. The Remuneration Committee retains discretion to waive this guideline if it is not considered appropriate in
the specific circumstances.
Non-Executive Directors
Non-Executive Directors are expected to hold a minimum shareholding level as agreed from time to time by the Board.
This is currently set at £500-worth in nominal value of “A" Ordinary Shares, representing 1,250 “A" Ordinary Shares.
As at 29 March 2025 all Non-Executive Directors held the minimum requirement.
Annual Report and Accounts 2025
95
Overview Strategic Report Governance Financial Statements Additional Information
Remuneration Committee Report
Continued
Directors’ Shareholdings (audited)
Directors’ share interests
Beneficial interest at
29 March 2025
1
Non-beneficial interest at
29 March 2025
1
Beneficial interest at
30 March 2024
Non-beneficial interest at
30 March 2024
Michael Turner
"A” Ordinary 40p Shares 182,402
2
88,976
2
271,378 –
"B" Ordinary 4p Shares 3,061,390 – 3,061,390 –
"C" Ordinary 40p Shares 624,260 – 624,260 –
2nd preference £1 shares 71 – 71 –
Simon Emeny
"A" Ordinary 40p Shares 130,472 – 130,472 –
"B" Ordinary 4p Shares 1,055,684 – 1,055,684 –
"C" Ordinary 40p Shares 2,000 – 2,000 –
Neil Smith
"A" Ordinary 40p Shares 6,000 – 6,000 –
Fred Turner
"A" Ordinary 40p Shares 30,816
3
59,318
3
2,571 –
"B" Ordinary 4p Shares 559,223 – 534,223 –
"C" Ordinary 40p Shares 100,819 – 100,819 –
2nd preference £1 shares 4,342 – 4,342 –
Dawn Browne
"A" Ordinary 40p Shares 4,075 – 4,075 –
"B" Ordinary 4p Shares 1,489 – 1,489 –
Juliette Stacey
"A" Ordinary 40p Shares 2,454 – 2,454 –
Sir James Fuller Bt
"A" Ordinary 40p Shares 103,442 – 88,942 –
"B" Ordinary 4p Shares 9,194,079
4
– 10,486,379 –
"C" Ordinary 40p Shares 2,690,813
4
621,050 2,727,879 621,050
Richard Fuller
"A" Ordinary 40p Shares 15,267 893,937 15,267 893,937
"B" Ordinary 4p Shares 3,025,726
5
10,935,015 3,065,726 10,935,015
"C" Ordinary 40p Shares 20,000 – 20,000 –
2nd preference £1 shares 303 7,499 303 7,499
Helen Jones
"A" Ordinary 40p Shares 2,970 – 2,970 –
Robin Rowland
"A" Ordinary 40p Shares 7,165 – 7,165 –
1 There were no changes in the interests of any Director to 10 June 2025 other than Juliette Stacey who acquired a beneficial interest in 936 “A” Ordinary
Shares of 40p each and Jane Bednall who purchased 1,250 “A” Ordinary Shares of 40p each to meet the minimum shareholding requirement required
on her appointment as a Director on 1 April 2025.
2 Michael Turner and his spouse gifted a part of their beneficial interest over “A” Ordinary Shares to a family trust in which he and his spouse act as
trustees. Neither Mr Turner nor his spouse have any beneficial interest in the assets of the trust.
3 During the year, Fred Turner was appointed as a trustee to a family trust which holds 88,976 “A” Ordinary Shares. Of this, persons closely connected
to him are beneficially interested in 29,658 “A” Ordinary Shares and the balance of 59,318 “A” Ordinary Shares is included in non-beneficial interests.
4 The Trustees of a family trust of which the children of Sir James Fuller Bt are beneficiaries as to one third, sold 1,292,300 “B” Ordinary Shares of 4p each
and 37,066 “C” Ordinary Shares of 40p each to a family member related to Sir James Fuller Bt.
5 During the year Richard Fuller gifted 40,000 “B” Ordinary Shares of 4p each to family members who are not persons closely associated.
Fuller, Smith & Turner P.L.C.96
Scheme Interests Outstanding at the Year End (audited)
Executive Directors’ share options
Director Scheme
1,2,3
As at
30 March
2024 Granted Exercised Surrendered Lapsed
As at
29 March
2025
Exercise
price Date of grant
Performance
period end
Exercisable
from /
vesting date Expiry date
Price at
exercise
date
Gain
£’000s
Simon
Emeny ESOS 10,000 – – – – 10,000 £6.00 25/07/23 28/03/26 25/07/26 24/07/33 – –
SAYE 6,896 – – – – 6,896 £4.35 30/09/20 n/a 01/11/25 01/05/26 – –
Total 16,896 – – – – 16,896 – –
Neil
Smith ESOS 5,000 – – – – 5,000
4
£6.00 05/07/22 29/03/25 05/07/25 04/07/32 – –
ESOS 5,000 – – – – 5,000 £6.00 25/07/23 28/03/26 25/07/26 24/07/33 – –
Total 10,000 – – – – 10,000 – –
Fred
Turner ESOS 834 – – – – 834
4
£6.00 05/07/22 29/03/25 05/07/25 04/07/32 – –
ESOS 9,166 – – – – 9,166 £6.00 25/07/23 28/03/26 25/07/26 24/07/33 – –
SAYE 6,896 – – – – 6,896 £4.35 30/09/20 n/a 01/11/25 01/05/26 – –
Total 16,896 – – – – 16,896 – –
Dawn
Browne ESOS 4,167 – – – – 4,167
4
£6.00 05/07/22 29/03/25 05/07/25 04/07/32 – –
ESOS 5,833 – – – – 5,833 £6.00 25/07/23 28/03/26 25/07/26 24/07/33 – –
SAYE 1,718 – – – – 1,718 £4.19 16/12/22 n/a 01/02/26 01/08/26 – –
SAYE 1,413 – – – – 1,413 £5.25 19/12/23 n/a 01/02/27 01/08/27 – –
SAYE – 669 – – – 669 £5.51 18/12/24 n/a 01/02/28 01/08/28 – –
Total 13,131 669 – – – 13,800 – –
1 The ESOS and SAYE Scheme are both tax-advantaged share option schemes.
2 SAYE options are normally exercisable for a period of six months from the maturity date at an option price that is discounted by 20% of the average
market price for the three days prior to grant for options granted in 2020 and five days prior to grant for options granted in 2023.
3 The ESOS performance conditions are disclosed in Note 27 to the financial statements.
4 The performance condition for this award was not met and the awards lapsed after the FY2025 year end.
Annual Report and Accounts 2025 97
Overview Strategic Report Governance Financial Statements Additional Information
Remuneration Committee Report
Continued
Executive Directors’ Long-Term Incentive Plan
The LTIP awards held by Directors are set out in the table below. All awards are granted as conditional share awards.
Director Grant date
As at
30 March
2024 Granted Lapsed Released
29 March
2025 Status
Performance
period end
3
Simon Emeny
2021 LTIP – “A" Shares
29/09/2021
69,577 – (69,577) – –
Lapsed 30/03/2024
2021 LTIP – “B" Shares 173,942 – (173,942) – –
Recovery LTIP – “A" Shares
29/09/2021
139,154 – (104,366) – 34,788
Vested and
unreleased
30/03/2024
Recovery LTIP – “B” Shares 347,885 – (260,914) – 86,971
2022 LTIP – “A” Shares
05/07/2022
87,754 – – – 87,754
Unvested
1
29/03/2025
2022 LTIP – “B” Shares 219,386 – – – 219,386
2023 LTIP – “A” Shares
25/07/2023
95,095 – – – 95,095
Unvested 28/03/2026
2023 LTIP – “B” Shares 237,739 – – – 237,739
2024 LTIP – “A” Shares
28/06/2024
– 83,237 – – 83,237
Unvested 27/03/2027
2024 LTIP – “B” Shares – 208,093 – – 208,093
Total “A” Shares 391,580 83,237 (173,943) – 300,874
Total “B” Shares 978,952 208,093 (434,856) – 752,189
Neil Smith
2021 LTIP – “A” Shares
13/12/2021
29,817 – (29,817) – –
Lapsed 30/03/2024
2021 LTIP – “B” Shares 74,543 – (74,543) – –
Recovery LTIP – “A” Shares
13/12/2021
74,543 – (55,908) – 18,635
Vested and
unreleased
30/03/2024
Recovery LTIP – “B” Shares 186,359 – (139,770) – 46,589
2022 LTIP – “A” Shares
05/07/2022
48,513 – – – 48,513
Unvested
1
29/03/2025
2022 LTIP – “B” Shares 121,282 – – – 121,282
2023 LTIP – “A” Shares
25/07/2023
52,631 – – – 52,631
Unvested 28/03/2026
2023 LTIP – “B” Shares 131,578 – – – 131,578
2024 LTIP – “A” Shares
28/06/2024
– 46,060 – – 46,060
Unvested 27/03/2027
2024 LTIP – “B” Shares – 115,152 – – 115,152
Total “A” Shares 205,504 46,060 (85,725) – 165,839
Total “B” Shares 513,762 115,152 (214,313) – 414,601
Fred Turner
2021 LTIP – “A” Shares
29/09/2021
27,830 – (27,830) – –
Lapsed 30/03/2024
2021 LTIP – “B” Shares 69,577 – (69,577) – –
Recovery LTIP – “A” Shares
29/09/2021
55,661 – (41,746) – 13,915
Vested and
unreleased
30/03/2024
Recovery LTIP – “B” Shares 139,154 – (104,366) – 34,788
2022 LTIP – “A” Shares
05/07/2022
35,081 – – – 35,081
Unvested
1
29/03/2025
2022 LTIP – “B” Shares 87,704 – – – 87,704
2023 LTIP – “A” Shares
25/07/2023
38,021 – – – 38,021
Unvested 28/03/2026
2023 LTIP – “B” Shares 95,052 – – – 95,052
2024 LTIP – “A” Shares
28/06/2024
– 33,280 – – 33,280
Unvested 27/03/2027
2024 LTIP – “B" Shares – 83,201 – – 83,201
Total “A” Shares 156,593 33,280 (69,576) – 120,297
Total “B” Shares 391,487 83,201 (173,943) – 300,745
Fuller, Smith & Turner P.L.C.
98
Director Grant date
As at
30 March
2024 Granted Lapsed Released
29 March
2025 Status
Performance
period end
3
Dawn Browne
2021 LTIP – “A” Shares
2
29/09/2021
12,523 – (12,523) – –
Lapsed 30/03/2024
2021 LTIP – ‘“B” Shares
2
31,309 – (31,309) – –
Recovery LTIP – “A” Shares
2
29/09/2021
20,873 – (15,655) – 5,218
Vested and
unreleased
30/03/2024
Recovery LTIP – “B” Shares
2
52,182 – (39,137) – 13,045
2022 LTIP – “A” Shares
2
05/07/2022
17,039 – – – 17,039
Unvested
1
29/03/2025
2022 LTIP – “B” Shares
2
42,599 – – – 42,599
2023 LTIP – “A” Shares
25/07/2023
36,739 – – – 36,739
Unvested 28/03/2026
2023 LTIP – “B” Shares 91,848 – – – 91,848
2024 LTIP – “A” Shares
28/06/2024
– 32,130 – – 32,130
Unvested 27/03/2027
2024 LTIP – “B” Shares – 80,326 – – 80,326
Total “A” Shares 87,174 32,130 (28,178) – 91,126
Total “B” Shares 217,938 80,326 (70,446) – 227,818
1 Performance condition was not met and LTIP awards lapsed on 8 May 2025.
2 The LTIP awards were granted to Dawn Browne before her appointment as an Executive Director on 3 July 2023.
3 The performance periods run for three years from the commencement of each financial year in which the award is granted. Awards vest at the end of
the performance period to the extent that certain performance criteria are met as detailed on pages 93 and 94 in respect of the 2022 LTIP and 2024 LTIP
and as detailed in the Directors’ Remuneration Report (“DRR”) for the preceding years: page 99 of the FY2024 DRR in respect of the 2023 LTIP and page
73 of the FY2022 DRR in respect of the 2021 LTIP and Recovery LTIP.
Executive Directors’ BDBP Awards
The BDBP awards held by Directors are set out in the table below. All awards are granted as conditional share awards over “A"
Ordinary Shares. The awards will normally vest three years from the grant date and dividend equivalents will accrue up until the
vesting date.
Grant date
Market price
at grant
1
As at 30 March
2024 Deferred Released
As at 29 March
2025 Release date
Simon Emeny
2025 BDBP 28/06/2024 £6.956 – 18,400 – 18,400 28/06/2027
– 18,400 – 18,400
Neil Smith
2025 BDBP 28/06/2024 £6.956 – 12,730 – 12,730 28/06/2027
– 12,730 – 12,730
Fred Turner
2025 BDBP 28/06/2024 £6.956 – 7,356 – 7,356 28/06/2027
– 7,356 – 7,356
Dawn Browne
2025 BDBP 28/06/2024 £6.956 – 1,993 – 1,993 28/06/2027
– 1,993 – 1,993
1 Five-day average price of the middle market quotations ending 27 June 2024 for “A” Ordinary Shares.
Annual Report and Accounts 2025 99
Overview Strategic Report Governance Financial Statements Additional Information
Remuneration Committee Report
Continued
External Directorship Fees
The Board may give approval for Executives to hold one paid non-executive role and to retain any related fees paid.
Simon Emeny is the Senior Independent Director of WH Smith PLC, for which he receives and retains an annual fee of £81,149.
Performance Graph and Table
The graph below shows a comparison of the Total Shareholder Return (“TSR”) for the Company’s listed “A" Ordinary Shares for the
last 10 financial years against the TSR for the companies in the FTSE All Share Index. The Company is a constituent of this Index and
therefore the Remuneration Committee considers that it is an appropriate choice for this Report.
25,000
20,000
15,000
10,000
5,000
0
March
2015
March
2016
March
2017
March
2018
March
2019
March
2020
March
2021
March
2022
March
2023
March
2024
March
2025
Fuller, Smith & Turner P.L.C.
FTSE All Share Source: LSEG Refinitiv
Fuller, Smith & Turner P.L.C. 8,565
FTSE All Share 22,371
The table below shows the total remuneration figure for the Chief Executive over the last 10 financial years and the annual bonus
and LTIP pay-out for each year as a percentage of the maximum available:
2016 2017 2018 2019 2020
1
2021
2
2022 2023 2024 2025
Single figure total remuneration (£’000s) 1,418 1,097 1,089 687 600 590 935 639 1,520
4
1,256
Annual bonus
3
85% 41% 48% 48% nil nil 61% nil 98% 95.7%
LTIP 100% 100% 56% nil nil nil nil nil 25%
5
nil
1 One-third of the annual bonus was due to pay-out, reflecting the Company’s strong like for like sales performance vs the Peach Tracker. However, in
light of the broader business circumstances following the outbreak of coronavirus in 2020, the Remuneration Committee and the Executive Directors
agreed that it was not appropriate to pay this portion of the annual bonus.
2 Total remuneration includes the Chief Executive’s voluntary 25% reduction in salary from 1 April 2020 to 30 June 2020.
3 Annual bonus as a percentage of the maximum available.
4 The FY2024 total remuneration figure for the Chief Executive has been restated in the table above to reflect the actual share price on vesting of the
Recovery LTIP. Full detail is set out in the single figure table on page 92.
5 Value included is the Recovery LTIP for which the Remuneration Committee exercised their discretion such that 25% of the award vested.
Fuller, Smith & Turner P.L.C.100
Percentage Change in Remuneration of Directors and Employees
The table below shows the percentage change in the remuneration (based on salary, benefits and annual bonus) of the Board
of Directors compared with that of the average of all employees of the Company taken as a whole. The Chairman and
Non-Executive Directors do not receive any variable pay.
Executive Directors Non-Executive Directors Former Director
Average
of all
employees
2,3
Simon
Emeny
Neil
Smith
4
Fred
Turner
5
Dawn
Browne
6
Michael
Turner
7
Juliette
Stacey
8
Sir James
Fuller Bt
Richard
Fuller
8
Robin
Rowland
9
Helen
Jones
8
2024–2025
Salary / fees 6.4% 4.3% 4.3% 4.3% 37.2% nil% 7.3% 10.5% 11.5% 9.7% 8.3%
Benefits 0.4% 3.2% 7.2% 9.5% 69.7% 12.1% n/a n/a n/a n/a n/a
Bonus
1
(7.3)% 1.6% 1.6% 1.6% 35.8% n/a n/a n/a n/a n/a n/a
2023–2024
Salary / fees
11
7.6% 5.5% 5.6% 5.5% – (12.8%) 2.5% 3.6% 4.0% 3.3% 2.9%
Benefits (0.3)% 0.5% 1.1% 1.4% – 1.8% n/a n/a n/a n/a n/a
Bonus
1
257% 100% 100% 100% – n/a n/a n/a n/a n/a n/a
2022–2023
Salary / fees 3.3% 2.8% – 2.8% – (3.7)% 4.9% 7.3% 8.1% 6.7% 9.4%
Benefits (12.2)% 0.2% – 0.6% – 0.8% n/a n/a n/a n/a n/a
Bonus
1
100% 100% – 100% – n/a n/a n/a n/a n/a n/a
2021–2022
Salary / fees
10, 11
2.3% 8.4% – 8.4% – 6.7% 8.4% 9.3% 9.6% 9.1% 10.1%
Benefits (17.0)% 0.3% – 1.0% – 1.3% n/a n/a n/a n/a n/a
Bonus
1
(100)% nil% – nil% – n/a n/a n/a n/a n/a n/a
2020–2021
Salary / fees
10
1.0% (4.0)% – – – (6.2)% (0.7)% (6.2)% (73.9)% – (4.5)%
Benefits (1.6)% (0.1)% – – – 1.5% n/a n/a (93.8)% n/a n/a
Bonus
1
(1.2)% nil% – – – n/a n/a n/a n/a n/a n/a
1 Reflects the increase or decrease in the percentage of annual salary paid out as bonus. Prior to FY2024, the change in annual bonus was based on
actual bonus paid to the individual in the relevant financial year. From FY2024, the change in annual bonus is based on bonus earned in the relevant
financial year. No bonus was paid to Executive Directors in FY2020, FY2021 and FY2023.
2 The employee comparator group excludes employees not employed by the Parent Company.
3 The change in taxable benefits is principally due to the phasing out of company cars into a car allowance benefit since 2020.
4 Neil Smith was appointed on 30 November 2021 part way through the year, therefore the annual comparison prior to FY2023 to FY2024 is not relevant.
5 Fred Turner was appointed on 1 June 2019 part way through the year, therefore the annual comparison from FY2020 to FY2021 is not relevant.
6 Dawn Browne was appointed on 3 July 2023 part way through the year, therefore the annual comparison prior to FY2024 to FY2025 is not relevant.
7 Michael Turner’s fee was reduced from £250,000 to £210,000 per annum from 1 January 2023.
8 A number of Non-Executive Directors changed roles in FY2020 (Richard Fuller, Juliette Stacey and Helen Jones), which impacted the year on
yearcomparison.
9 Robin Rowland was appointed on 24 March 2020.
10 Board members took a voluntary pay decrease between April 2020 and June 2020.
11 Non-Executive Director fees were increased in January 2022 and January 2024.
Annual Report and Accounts 2025 101
Overview Strategic Report Governance Financial Statements Additional Information
Remuneration Committee Report
Continued
CEO Pay Ratio
The following table sets out CEO pay ratio figures, in respect of the financial year ended 29 March 2025. The FY2024 CEO pay ratios
and the total remuneration figure for the Chief Executive have been restated in the table below to reflect the actual share price on
vesting of the Recovery LTIP. Full detail is set out in the single figure table on page 92.
Year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio
FY2025 Option B 49.3:1 35.5:1 32.9:1
FY2024 Option B 61.3:1 53.1:1 44.7:1
FY2023 Option B 30.8:1 26.0:1 18.9:1
FY2022 Option B 49.1:1 43.6:1 30.7:1
FY2021 Option B 35.7:1 33.2:1 23.8:1
FY2020 Option B 33.0:1 32.6:1 31.6:1
The decrease in the pay ratio between FY2024 and FY2025 is predominately driven by LTIP and Options held by the CEO not vesting
in FY2025. The ratio is reflective of the Company’s wider policies on employee pay, reward and progression.
The relevant individuals have been identified using Option B, as defined under the relevant regulations, which the Remuneration
Committee considered to be the most appropriate methodology based on the availability of data at the time the Annual Report
was published. The respective single figure values for each individual for FY2025 have then been calculated. No estimates were
required, and no elements of pay were omitted in calculating the relevant single figures. The figures do not include amounts paid to
individuals in respect of their tronc share.
The single figure values for individuals immediately above and below the identified employee at each quartile within the Gender
Pay Gap analysis were also reviewed. The chosen individuals were reviewed to determine if they were representative of the 25th
percentile, median and 75th percentile employees. Where the chosen individual had left the business or had changed roles during
the financial year, an alternative employee was used for the calculations. The alternative employee used in each instance was
the closest employee to the relevant percentile, who was considered representative of that percentile. For the 52 weeks ended
29March 2025, alternative employees were selected for the 25th, median and 75th percentile.
Year Supporting information
Chief Executive
2025
£’000s
25th percentile pay ratio
2025
£’000s
Median pay ratio
2025
£’000s
75th percentile pay ratio
2025
£’000s
FY2025 Salary 575 25 35 37
Total pay 1,256 25 35 38
Relative Importance of Spend on Pay
The graph below shows the total remuneration for the Group’s employees compared with other key financial indicators:
150
0
20
40
60
80
100
120
140
0
Taxes payable to HMRC
1
Remuneration Capital Expenditure &
Site Acquisitions
2
Dividends and
share buybacks
2025 2024
£m
1 Taxes payable to HMRC is based upon tax incurred in the year and includes corporation tax, VAT, PAYE, NI, duty, stamp duty, non-domestic rates,
property licences, environmental levies and machine game duty.
2 Capital expenditure (including
site acquisitions) represents cash paid in the year.
Fuller, Smith & Turner P.L.C.102
Employee Engagement
The Remuneration Committee receives updates on workforce pay and benefits throughout the Group and considers workforce
remuneration as part of the review of Executive remuneration. The Remuneration Committee will take into account any feedback
on Executive remuneration provided by the People & Talent Director and any relevant feedback from employee surveys. As part
of her role as Non-Executive Director responsible for employee engagement, Helen Jones (until retiring) and Jane Bednall engage
with employees which also provides an opportunity for feedback on remuneration matters. Share ownership amongst employees
is encouraged and awards were made under the SAYE Scheme during the course of the year. This tax-advantaged scheme allows
employees to participate as shareholders and aligns their interests with those of other shareholders.
Independent Advisors
Deloitte LLP was appointed by the Remuneration Committee in June 2019 and, during the year under review, provided the
Remuneration Committee and the Company with advice in connection with remuneration matters as well as the Company’s LTIP
and share option schemes.
Deloitte is a founding member of the Remuneration Consultants’ Group (“RCG”), which is responsible for the development and
maintenance of the voluntary Code of Conduct that clearly sets out the role of executive remuneration consultants and the
professional standards by which they advise their clients. Fees are charged on a time and expenses basis and totalled £14,000 (plus
VAT) during FY2025 (FY2024: £9,500 (plus VAT)). During the year, Deloitte also provided other unrelated tax advice to the Company.
The Remuneration Committee is satisfied that advice received from Deloitte during the year was objective and independent and
that all individuals who provided remuneration advice to the Remuneration Committee have no connections with Fuller’s or its
Directors that may impair their independence. The Remuneration Committee reviewed the potential for conflicts of interest and
judged that there were appropriate safeguards against such conflicts.
XPS Pension Group provides the Company with advice on matters relating to the Fuller’s Defined Benefit Pension Plan (now closed).
XPS Pension Group is authorised and regulated by the Financial Conduct Authority and its actuaries are also separately required to
abide by Actuarial Profession Standards which include the requirement for them to provide objective and independentadvice.
Committee Evaluation
The Remuneration Committee reviews its performance with Board members and other participants, through the annual Board
performance review. See further information on page 79.
Statement of Voting at Annual General Meeting
The results of the shareholder votes at the AGM on 23 July 2024 in respect of the Directors’ Remuneration Policy and the Directors’
Remuneration Report were as follows:
Resolution text
Number
of votes
cast for
Percentage
of votes
cast for
Number
of votes
cast against
Percentage
of votes
cast against
Total votes
cast
Number
of votes
withheld
Approval of Remuneration Report 2024 95,218,901 96.19% 3,770,386 3.81% 98,989,287 46,325
Approval of Remuneration Policy 2024 93,633,350 94.59% 5,353,557 5.41% 98,986,907 48,705
The Director’s Remuneration Report, encompassing pages 86 to 103, was approved by the Board and signed on its behalf by:
Robin Rowland
Chair of the Remuneration Committee
10 June 2025
Annual Report and Accounts 2025
103
Overview Strategic Report Governance Financial Statements Additional Information
Directors’ Report
The Directors present their report to shareholders together with the audited financial
statements for the 52 weeks ended 29 March 2025. The Directors’ Report (pages 104
to 107) and the Strategic Report (pages 10 to 54) together constitute the management
report for the purpose of Rule 4.1.8R of the Disclosure Guidance and Transparency Rules.
Other information relevant to the Report, including information relevant pursuant to the
Companies Act 2006 and UK Listing Rule 6.6.1R, is incorporated.
As permitted by legislation, some of the matters required to be included in the Directors’ Report have instead been included in the
Strategic Report as the Board considers them to be of strategic importance. Specifically, these are:
Information Reported in Pages
Future business developments Strategy 22 to 23
Employee engagement Stakeholder Engagement
Sustainability Report
68 to 71
24 to 27
Engagement with suppliers, customers and others Stakeholder Engagement 68 to 71
Emissions reporting Sustainability Performance, SECR and TCFD Report 24 to 27 and 43 to 53
Annual General Meeting
The 2025 AGM will be held at 11am on
Tuesday 22 July 2025 at The George IV,
185 Chiswick High Road, London,
W4 2DR. The Notice of Meeting which
sets out the resolutions to be proposed
has been posted to shareholders and is
available on the Company’s website at
www.fullers.co.uk.
Articles of Association
The Company’s Articles of Association
were adopted in 2014. In accordance
with the Companies Act 2006, the Articles
of Association may only be amended by
a special resolution of shareholders in a
general meeting.
Corporate Governance
Statement
The governance section on pages 55
to 103 is incorporated by reference
into this Directors’ Report and provides
information to fulfil the requirements of
Rule 7.2 of the Disclosure Guidance and
Transparency Rules.
Directors
The names and biographical details of
the Directors who served on the Board
and Board Committees during the
financial year and up to the date of this
Report are given on pages 60 and 61.
AllDirectors, apart from Jane Bednall who
was appointed on 1 April 2025, served for
the full year.
Appointment and retirement
of Directors
The Articles state that the Board may
appoint Directors and that at the
subsequent AGM, shareholders may
elect any such Director. Alternatively,
the Company may directly appoint a
Director. The Articles also contain the
power for the Company to remove
any Director by special resolution and
appoint someone in his or her place by
ordinaryresolution.
There are various other circumstances
under the Articles which would mean
that the office of a Director would be
vacated, including if he or she resigns, or
becomes of unsound mind or bankrupt.
At every AGM, one-third of the Directors
who are subject to retirement by rotation
or, if their number is not three or any
multiple of three, then the number
nearest to but not exceeding one-
third shall retire from office, but if there
is only one Director who is subject to
retirement by rotation, he or she shall
retire. In addition, if any Director has at
the start of the AGM been in office for
more than three years since his or her
lastappointment or re-appointment,
heor she shall retire at that AGM.
Powers of the Directors
Subject to the Company’s Memorandum
and Articles of Association and UK
legislation, the business of the Company
is managed by the Board, which may
exercise all the powers of the Company.
The Articles of the Company have a
section entitled ‘Powers and Duties of the
Board’ which sets out powers such as the
rights to establish local boards, to appoint
agents, to delegate and to appoint
persons with the designation ‘Director’
without implying that the person is a
Director of the Company. There are further
sections of the Articles entitled ‘Allotment
of Shares’ setting out the Board’s power to
issue shares and purchase the Company’s
own shares, and ‘Borrowing Powers’
setting out the provisions concerning
the Company’s power to borrow and
give security. The Directors have been
authorised to allot and issue ordinary
shares. These powers are exercised under
authority of resolutions of the Company
passed at itsAGM.
Directors’ indemnities and insurance
The Articles of Association provide the
Directors with indemnities in relation
to their duties as Directors, including
qualifying third party indemnity provisions
(within the meaning of the Companies
Act). The Company purchases Directors’
and Officers’ liability insurance, which
gives appropriate cover for any legal
action brought against its Directors. This
insurance also covers the trustees of the
Fuller’s Defined Benefit Pension Plan.
Directors’ interests
Details of all Directors’ interests as at the
end of the financial year are set out in
the Directors’ Remuneration Report on
pages 96 to 99.
Fuller, Smith & Turner P.L.C.
104
Dividends
The Company paid an interim dividend
of 7.41p per “A" and “C" Ordinary Share
of 40p each and 0.741p per “B" Ordinary
Share of 4p each on 2 January 2025 (H1
2024: 6.63p per “A" and “C" Ordinary
Share of 40p each and 0.663p per “B"
Ordinary Share of 4p each). The Directors
now recommend a final dividend of
12.35p per “A" and “C" Ordinary Share
of 40p each and 1.235p per “B" Ordinary
Share of 4p each.
This makes a total dividend for the
financial year of 19.76p per “A" and
“C" Ordinary Share of 40p each and
1.976p per “B" Ordinary Share of 4p each
(FY2024: 17.75p per “A" and “C" Ordinary
Share of 40p each and 1.775p per
“B" Ordinary Share of 4p each).
The total proposed final dividend on
Ordinary Shares will be £6.8 million, which
together with the 2025 interim dividend
payment of £4.2 million and the £120,000
of cumulative preference share dividends
paid in the year, will result in total
dividend payments of £11.1million.
Employees
The Company is committed to treating
all of its employees and job applicants
equally. No employee or potential
employee receives less favourable
treatment or consideration on the
grounds of race, colour, religion,
nationality, ethnic origin, sex, sexual
orientation, marital status, or disability.
We give full consideration to applications
for employment from disabled persons
where the requirements of the job can
be adequately fulfilled by people with
disabilities. We endeavour to retain
the employment of, and arrange
suitable retraining for, any employee
who becomes disabled during their
employment as well as providing training,
career development and promotion
to disabled employees wherever
appropriate.
During the year, the Company
maintained arrangements to provide
employees with information on matters
of concern to them, to regularly
consult employees for views on
matters affecting them, to encourage
employee involvement in the Company’s
performance through share schemes,
and to make all employees aware of
financial and economic factors affecting
the performance of the Group.
External Auditor
The auditor, Ernst & Young LLP, was
appointed by the Directors in 2021
following a formal tender process. Ernst &
Young LLP have indicated their willingness
to continue in office, and a resolution that
they be re-appointed will be proposed at
the AGM.
Human Rights
The Board has overall responsibility for
ensuring the Company upholds and
promotes respect for human rights. We
respect all human rights and regard those
rights relating to non-discrimination, fair
treatment and respect for privacy to be
most relevant in conducting our business.
The Company seeks to anticipate,
prevent and mitigate any potential
negative human rights impacts as well
as enhance positive impacts through
our policies and procedures and, in
particular, through our policies regarding
employment, equality and diversity,
treating our stakeholders and customers
fairly, and information security. Group
policies seek to ensure that employees
comply with the relevant legislation
and regulations in place to promote
goodpractice.
We are committed to ensuring that there
are no forms of modern slavery within our
operations or supply chains. In line with
the Modern Slavery Act 2015, we publish
an annual Modern Slavery Statement on
our website.
Information Required
under the Listing Rules
For the purposes of LR6.6.1R, the
information required to be disclosed by
the LR6.6.1R can be found in the Annual
Report in the following locations and is
hereby incorporated by reference into
this Directors’ Report:
• Information about long-term
incentives is disclosed in the Directors’
Remuneration Report on pages
98 to 99.
• Information about any waiver of
dividends or future dividends by a
shareholder is disclosed on page 106
in ‘Share Capital’.
Political Donations
The Group does not make political
donations.
Post-Balance Sheet Events
There were no post-balance sheet events.
Purchase of Own Shares
At the AGM held on 23 July 2024,
the Company was given authority to
purchase up to 3,654,842 “A" Ordinary
Shares to be held as treasury shares to
be used in connection with, among
other purposes, the LTIP and / or other
share option schemes. Shareholders will
be asked to give a similar authority to
purchase shares up to 10% of the “A"
Ordinary Share capital at the 2025 AGM.
The Company’s maximum issued ordinary
share capital during the year was
£25,381,446, comprising 41,182,339 “A"
Ordinary Shares, 89,052,625 “B" Ordinary
Shares and 13,366,013 “C" Ordinary Shares.
During the year, the Company purchased
a total of 3,628,233 “A" Ordinary Shares
at a total cost of £23,510,078 (exclusive
of stamp duty). These share purchases
represented 2.5% of the Company’s
maximum issued ordinary share capital
and 8.8% of the Company’s “A" Ordinary
Share capital.
Since July 2024, the total number of
“A" Ordinary Shares held in treasury
which have been cancelled as part of
the Company’s buyback programme
is 3,900,000.
31,594 “A" Ordinary Shares held in treasury
were allocated to participants of the
Savings Related Share Option Scheme
on exercise of options, generating net
cash proceeds of £144,346.87. As at
29 March 2025, a total of 3,840,330 “A"
Ordinary Shares and a total of 4,327,915
“B" Ordinary Shares were held as
treasuryshares.
Annual Report and Accounts 2025
105
Overview Strategic Report Governance Financial Statements Additional Information
Directors’ Report
Continued
Share Capital
Information on the Company’s financial instruments, capital structure and related restrictions is given in Notes 25 and 26 to the
financial statements. Details of significant shareholdings are set out below.
As at 29 March 2025, Computershare Trustees Limited held a total of 127,776 “A" Ordinary Shares on behalf of employees of
the Company who are participants in its SIP. This represents 0.4% of the issued “A" Ordinary Share capital (excluding shares held
in treasury). A dividend waiver is in place in respect of the shares that have not been allocated to participants. In respect of
the shares that have been allocated, Computershare Trustees Limited exercises voting rights in relation to those shares, having
consulted with the participants about their voting intentions.
As at 29 March 2025, the Fuller, Smith & Turner P.L.C. Employee Share Ownership Trust held 555,143 “B" Ordinary Shares and 5,935
“C"Ordinary Shares in the Company. A dividend waiver is in place to cover the entire holding. The Trustees do not exercise the
voting rights attached to shares held in the Trust.
Substantial Shareholdings
The Company had been notified under the Disclosure Guidance and Transparency Rules of the following holdings of voting rights of
its listed issued share capital:
“A” Ordinary Shares of 40p each
1
% of total voting rights
2
As at
29 March 2025
As at
10 June 2025
Lansdowne Partners (UK) LLP 11.0 0 11.0 0
Azvalor Asset Management SGIIC SA 5.12 5.12
Ameriprise Financial, Inc. (Columbia Threadneedle) 4.68 4.68
Mr M A and Mrs N D Taylor 4.64 5.20
1 In accordance with their reporting obligations, BlackRock, Inc. notified the Company on 22 January 2025 that their holding had dropped below 5%.
2 These holdings may have changed since the Company was notified of them as notification of any change is not required until the next notifiable
threshold is crossed.
The Company is also aware of the following interests in 3% or more of the voting rights in the two classes of its unlisted share capital:
“B” Ordinary Shares of 4p each
As at
29 March 2025
As at
10 June 2025
Mr A W M Mitchell & Burges Salmon Trustees Ltd
1
14.85 14.85
Mr R H F Fuller & Mr P J Turner & Mr P A Sheils
1
7.66 7.66
Mr A G F Fuller 5.73 5.73
Mr R H F Fuller & Mr P A Sheils & Mr P J Turner
1
4.62 4.62
The Estate of Mr R D Inverarity 3.64 3.64
Dunarden Limited 3.60 3.60
Mr G F Inverarity 3.48 3.48
Mr M J Turner 3.40 3.40
Miss S M Turner 3.33 3.33
Mr R H F Fuller 3.04 3.04
Mr T J M Turner 3.00 3.00
“C” Ordinary Shares of 40p each
As at
29 March 2025
As at
10 June 2025
Mr A W M Mitchell & Burges Salmon Trustees Ltd
1
33.66 33.66
Mr T J M Turner 6.73 6.73
Miss S M Turner 5.70 5.70
Mr P A R Carter & Sir J H F Fuller
1
4.66 4.66
Sir J H F Fuller & Mr A W M Mitchell
1
4.20 4.20
Mrs D M St. C Turner 3.36 3.36
Mr C D W Williams 3.28 3.28
Lady L M Fuller 3.05 3.05
1 Shares held for the benefit of a Trust.
Fuller, Smith & Turner P.L.C.106
Significant Agreements
The Group has entered into a number of agreements with the major brewers operating in the UK under which it buys beer, and
these agreements may be terminated by the other party should the Group undergo a change of control.
In the event of a change of control, the Company is obliged to notify its main bank lenders of such. The lenders shall not be obliged
to fund any new borrowing requests and the facilities will lapse after 30 days from the change of control if terms on which they can
continue have not been agreed. All borrowings including accrued interest will become repayable within 10 days of such a lapse.
The service agreements of the Executive Directors include provisions regarding a change of control. Further details are included in
the Directors’ Remuneration Policy on pages 95 to 97 of the Annual Report and Accounts 2024.
By order of the Board
Rachel Spencer
Company Secretary
10 June 2025
Fuller, Smith & Turner P.L.C.
Pier House
86-93 Strand-on-the-Green
London W4 3NN
Registered in England under number: 241882
Annual Report and Accounts 2025
107
Overview Strategic Report Governance Financial Statements Additional Information
Directors’ Responsibilities Statement
Statement of Directors’
Responsibilities in Respect
of the Financial Statements
The Directors are responsible for preparing
the Strategic Report, the Annual Report,
the Remuneration Report, and the Group
and Company financial statements in
accordance with applicable United
Kingdom law and regulations.
Company law requires the Directors to
prepare financial statements for each
financial year. Under that law, the
Directors have elected to prepare the
financial statements in accordance with
international accounting standards in
conformity with the requirements of the
Companies Act 2006.
Under company law, the Directors must
not approve the financial statements
unless they are satisfied that they give a
true and fair view of the state of affairs
and profit or loss of the Group and
Company for the financial period.
Under the Financial Conduct Authority’s
Disclosure Guidance and Transparency
Rules, Group financial statements are
required to be prepared in accordance
with International Financial Reporting
Standards (“IFRSs”). In preparing
the Group and Company financial
statements, the Directors are required to:
• select suitable accounting policies
in accordance with IAS 8 and make
any changes in accounting estimates
and errors and then apply them
consistently;
• present information, including
accounting policies, in a manner
that provides relevant, reliable,
comparable and understandable
information;
• provide additional disclosures
when compliance with the specific
requirements in IFRSs is insufficient
to enable users to understand the
impact of particular transactions,
other events and conditions on
the Group and Company financial
position and financial performance;
• make an assessment of the
Company’s ability to continue
as a going concern;
• state that the Group and Company
have complied with international
accounting standards in conformity
with the requirements of the
Companies Act 2006 and IFRSs
subject to any material departures
disclosed and explained in the
financial statements; and
• make judgements and estimates
that are reasonable and prudent.
The Directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the Group’s
transactions and disclose with reasonable
accuracy at any time the financial
position of the Group and Company, and
enable them to ensure that the financial
statements and the Remuneration Report
comply with the Companies Act 2006
and applicable regulations, including
the requirements of the Listing Rules and
the Disclosure and Transparency Rules
(“DTR”) and in the case of the Group
financial statements, with Article 4 of the
IAS Regulation. They are also responsible
for safeguarding the assets of the Group
and, hence, for taking reasonable steps
for the prevention and detection of fraud
and other irregularities.
The Directors are responsible for
preparing the Annual Report in
accordance with applicable law and
regulations. The Directors are responsible
for the maintenance and integrity of
the corporate and financial information
included on the Company’s website.
Legislation in the United Kingdom
governing the preparation and
dissemination of financial statements may
differ from legislation in other jurisdictions.
Statement as to Preparation
of Financial Statements
The Directors confirm, to the best of their
knowledge:
• that these financial statements,
prepared in accordance with
international accounting standards in
conformity with the requirements of
the Companies Act 2006 and IFRSs,
give a true and fair view of the assets,
liabilities, financial position and profit
of the Group and Company taken as
a whole;
• that the Annual Report and the
Strategic Report include a fair
review of the development and
performance of the business and the
position of the Group and Company
taken as a whole, together with a
description of the principal risks and
uncertainties that they face; and
• that they consider the Annual Report
and the financial statements, taken
as a whole, provides the information
necessary to assess the Company’s
performance, business model and
strategy, and is fair, balanced and
understandable.
The Directors of Fuller, Smith & Turner P.L.C.
are listed on pages 60 and 61.
Director’s Statement as
to Disclosure of Information
to Auditors
The Directors who were members of
the Board at the time of approving the
Directors’ Report are listed on pages 60
and 61. Having made enquiries of fellow
Directors and of the Company’s auditor,
each of these Directors confirms that:
• to the best of each Director’s
knowledge and belief, there is
no information relevant to the
preparation of this Report of which
the Company’s auditor is unaware;
and
• each Director has taken all the steps
a Director might reasonably be
expected to have taken to be aware
of any relevant audit information
and to establish that the Company’s
auditor is aware of that information.
On behalf of the Board
Michael Turner
Chairman
10 June 2025
Fuller, Smith & Turner P.L.C.
108
FINANCIAL
STATEMENTS
Independent Auditor’s Report 110
Group Income Statement 116
Group Statement of
Comprehensive Income
117
Group Balance Sheet 118
Company Balance Sheet 119
Group Statement
of Changes in Equity
120
Company Statement
of Changes in Equity
121
Group Cash Flow Statement 122
Company Cash Flow Statement 123
Notes to the Financial Statements 124
Additional information
Directors, Advisors and
Other Information
170
Glossary 171
Five Years’ Progress 172
Overview Strategic Report Governance Financial Statements Additional Information
Annual Report and Accounts 2025 109
Opinion
In our opinion:
• Fuller, Smith & Turner P.L.C.’s Group and Company financial statements (the “financial statements”) give a true and fair view
of the state of the Group’s and of the Company’s affairs as at 29 March 2025 and of the Group’s profit for the 52 week period
(the ‘period’) then ended;
• the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
• the Company financial statements have been properly prepared in accordance with UK adopted international accounting
standards as applied in accordance with section 408 of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Fuller, Smith & Turner P.L.C. (the ‘Company’) and its subsidiaries (the ‘Group’) for the
52 week period ended 29 March 2025 which comprise:
Group Company
Group balance sheet as at 29 March 2025 Company balance sheet as at 29 March 2025
Group income statement for the 52 week period then ended Company statement of changes in equity for the 52 week period
then ended
Group statement of comprehensive income for the 52 week
period then ended
Company statement of cash flows for the 52 week period
thenended
Group statement of changes in equity for the 52 week period
then ended
Related notes 1 to 29 to the financial statements, including
material accounting policy information
Group cash flow statement for the 52 week period then ended
Related notes 1 to 29 to the financial statements, 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 Company financial statements, as applied in accordance with section 408 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group and 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 public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Company and we remain
independent of the Group and the Company in conducting the audit.
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 evaluation of the Directors’ assessment of the Group and Company’s
ability to continue to adopt the going concern basis of accounting included:
• We confirmed our understanding of the Group’s going concern assessment process and Management’s related Board memoranda;
• We validated the covenants and terms of the debt facilities in the model to executed debt agreements and reperformed the
calculation of the net debt and interest cover covenants against the terms of these agreements;
• We assessed the appropriateness of the duration of the going concern period review to 27 June 2026, which is a period of at
least 12 months from the date of approval of the financial statements, and considered whether there are any known events or
conditions that will occur beyond this point;
• We obtained the cashflow forecast models (base case, downside, stress and reverse stress test) to 27 June 2026, used by the
Board in its assessment, reviewed their arithmetical accuracy, whether they have been approved by the Board and considered
the Group’s historical forecasting accuracy;
• We challenged the cashflow forecasts with reference to historical trends and considered any evidence or market forecasts that
contradicted the assumptions in management’s forecasts;
• We assessed the consistency of the base case cashflows with the cashflow forecasts used within our impairment assessment;
• We challenged the integrity of the models used by re-performing calculations and testing of formulas applied throughout;
• We confirmed the calculation of the reverse stress test scenario;
• We enquired of any climate change commitments in the going concern period and challenged whether any associated cash
outflows should be included within the forecasts;
Independent Auditor’s Report
to the members of Fuller, Smith & Turner P.L.C.
Fuller, Smith & Turner P.L.C.110
• We read the board minutes to identify any matters that may impact the going concern assessment; and
• We assessed the appropriateness of the going concern disclosures in describing the risks associated with the Group and
Company’s ability to continue as a going concern for the review period to 27 June 2026.
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 and Company’s ability to continue as a going concern for
thereview period to 27 June 2026.
In relation to the Group and Company’s reporting on how they have 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
Directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections
of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the
Group or Company’s ability to continue as a going concern.
Overview of our audit approach
Audit Scope We performed an audit of the complete financial information of the Group, which accounted for 100% of
the profit before taxation, 100% of revenue, and 100% of total assets. Our approach to scoping and resulting
coverage is consistent with 2024.
Key audit matters Impairment of property, plant and equipment and right-of-use assets
Management override in the recognition of revenue.
Materiality Overall Group materiality of £1.9m which represents 0.5% of Group revenue.
An overview of the scope of the parent company and group audits
In the current year our audit scoping has been updated to reflect the new requirements of ISA (UK) 600 (Revised). We have
followed a risk-based approach when developing our audit approach to obtain sufficient appropriate audit evidence on which
to base our audit opinion. We performed risk assessment procedures to identify and assess risks of material misstatement of the
Group financial statements and identified significant accounts and disclosures. When identifying components on which audit
work needed to be performed to respond to the identified risks of material misstatement of the Group financial statements, we
considered our understanding of the Group and its business environment, the potential impact of climate change, the applicable
financial framework, the Group’s system of internal control at the entity level, the existence of centralised processes, applications
and any relevant internal audit results.
We determined that centralised audit procedures can be performed across all Group significant accounts and therefore identified
one full scope component for the Group due to the Group operations being in the UK and there being one finance team.
Our scoping to address the risk of material misstatement for each key audit matter is set out in the Key audit matters section of
ourreport.
Climate change
Stakeholders are increasingly interested in how climate change will impact the Group. The Group has determined that the most
significant future impacts from climate change on its operations will be from higher sourcing costs / supply issues for ingredients
affected by increased extreme weather events impacting harvests and the risk of increased extreme weather events (e.g. flooding)
in the UK causing reduced footfall / pub closures and impacting staff travel and wellbeing. These are explained on pages 44 to 53
in the required Task Force on Climate Related Financial Disclosures and on pages 39 to 42 in the principal risks and uncertainties.
They have also explained their climate commitments on page 49. All of these disclosures form part of the “Other information,”
rather than the audited financial statements. Our procedures on these unaudited disclosures therefore consisted solely of
considering whether they are materially inconsistent with the financial statements, or our knowledge obtained in the course of the
audit or otherwise appear to be materially misstated, in line with our responsibilities on “Other information”.
In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and any
consequential material impact on its financial statements.
The Group has explained in the basis of preparation (Note 1 of the financial statements) how it has reflected the impact of climate
change in its financial statements. There are no significant judgements or estimates relating to climate change in the notes to the
financial statements.
Our audit effort in considering the impact of climate change on the financial statements was focused on evaluating management’s
assessment of the impact of climate risk, physical and transition, its climate commitments, the effects of material climate risks disclosed
on pages 47 to 48 and the significant judgements and estimates disclosed in note 1. As part of this evaluation, we performed our own
risk assessment, to determine the risks of material misstatement in the financial statements from climate change which needed to
be considered in our audit.
We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and viability and
associated disclosures. Where considerations of climate change were relevant to our assessment of going concern, these are
described above.
Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter or to
impact a key audit matter.
Annual Report and Accounts 2025
111
Overview Strategic Report Governance Financial Statements Additional Information
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) that we identified. These matters included 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 our opinion thereon, and we do not provide a separate opinion on these matters.
Risk Our response to the risk
Risk: Impairment of Property, Plant and Equipment (PPE) and Right-of-Use Assets (ROU Assets)
Refer to the Audit and Risk Committee Report (page 80); Note 1. Authorisation of Financial Statements and Accounting
Policies (page 124); and Note 13. Impairment (page 144).
As of 29 March 2025, the carrying value
of PPE is £585.7 million (2024: £581.9 million)
and right-of-use asset is £52.8 million (2024:
£58.7 million). Impairment for tangible assets
(PPE and ROU Assets) is tested on the basis
of each individual cash generating unit
(CGU) – an individual pub site.
There is a risk that pubs may not achieve
the anticipated business performance
to support their carrying value. This could
lead to an impairment charge that has
not been recognised by management.
Indicators of impairment reversals were
considered at certain sites where actual
trading performance has been better
than budgeted in previous impairment
assessments.
Significant judgement is required in
estimating the recoverable amount of each
pub, which is determined as the higher of
value in use or fair value less cost to sell.
Value-in-use includes key assumptions in
forecasting future cash flows of each pub,
the long-term growth rate, and the rate at
which cash flows are discounted. Likewise,
fair value less cost to sell involves significant
judgement in determining the fair market
value of the respective pubs.
The impairment charge and reversal of
previous impairments are classified as a
separately disclosed item in the Income
Statement.
Due to the significance of PPE and ROU
assets, the matter was one of the most
significant assessed risks of material
misstatement identified. Our assessment of
the risk is unchanged from the prior period.
We gained an understanding through a walkthrough of the process and controls
management has in place over the impairment process.
We validated that the methodology of the impairment exercise is consistent with the
requirements of IAS 36 Impairment of Assets, including appropriate identification of
cash generating units and the allocation of central service costs in the value in use
calculations.
We tested the arithmetical accuracy and integrity of the impairment model and
confirmed that the forecasts were consistent with the Board approved forecasts and
those used in the going concern assessment.
We agreed the carrying value of each CGU back to the fixed asset register and
confirmed the completeness of pub listing included in the assessment.
Below we summarise the procedures performed in relation to the key judgements for the
tangible (PPE and ROU Assets) assets impairment review:
• In respect of the cost inflation and consumer spending habit assumptions on both
short-term trading and the longer-term growth rate, we compared management’s
assumptions against external economic forecasts and actual performance from the
last year. We met with management and challenged historical and future trading
performance and judgements and estimates made in assessing impairment.
• We also performed sensitivity analysis based on reasonable possible changes to key
assumptions determined by management being long term growth rate and discount
rate. We assessed that the reasonably possible change in assumptions applied
by management were appropriate by reference to the ranges independently
established by our work.
• We used our internal valuation specialists to support our assessment of the discount
rate and long-term growth rate applied to cashflows by independently determining
an acceptable range of values for each assumption.
• Where management’s pub impairment assessment was based on the fair value
approach, we obtained an external desk-top property valuation from management’s
specialists on a sample of pubs and reviewed the methodology applied and audited
the key assumptions that form part of the valuation in light of recent transactions in
the market with the assistance of our internal valuation specialists.
We reviewed management’s indicators of impairment reversal; and tested
management’s estimate of the reversal value, including challenging whether there has
been sufficient improved performance to support any reversal of impairment where
required.
We reviewed the disclosures in notes to the financial statements against the requirements
of IAS 36 Impairment of Assets, in particular the requirement to disclose further sensitivities
for CGUs where a reasonably possible change in a key assumption would cause an
impairment. We also considered the disclosure as separately disclosed items by reference
to the Group’s accounting policy, industry practice and the FRC guidance.
Key observations communicated to the Audit and Risk Committee
Based on our audit procedures, we have concluded the net impairment charge of £9.4 million is free from material error and misstatement.
We highlighted that a reasonably possible change in certain key assumptions, including growth rate and discount rate, could lead to
material additional impairment charges. We communicated how we challenged management in respect of CGU forecasts and market
value judgements and estimates.
We concluded appropriate disclosures had been included by management for the above assumptions and that the impairment is
appropriately presented as separately disclosed items given market practice.
Independent Auditor’s Report
to the members of Fuller, Smith & Turner P.L.C. continued
Fuller, Smith & Turner P.L.C.112
Risk Our response to the risk
Risk: Management override in the recognition of revenue
Refer to Note 1. Authorisation of Financial Statements and Accounting Policies (page 124); and Note 3. Revenue (page 134).
The Group recorded revenue of £376.3 million in the period
(2024: £359.1 million), including £342.7 million in the Managed
Pubs and Hotels division (2024: £325.3 million) and £33.6 million
in the Tenanted Inns segment (2024: £33.8 million).
The vast majority of the Group’s revenue transactions are non-
complex, with no judgement applied over the amount recorded.
We consider the significant risk relating to fraud in revenue
recognition to be through management override of controls and
topside journals to revenue in the Managed Pubs and Hotels and
Tenanted Inns estate.
For Managed Pubs and Hotels and Tenanted Inns, revenue is
typically comprised of a large number of low value transactions.
Although there is little management judgement involved, there
is a risk that manual topside adjustments could be posted which
could result in revenue being overstated.
We recognise that revenue is a key metric upon which the Group
is judged. The matter was one of the most significant assessed risks
of material misstatement identified. Our assessment of the risk is
unchanged from the prior period.
We performed a walkthrough of each of the Group’s significant
revenue processes, including the recording of manual journal
adjustments, and assessed the design effectiveness of the key
controls that are in place.
We applied correlation data analysis over the majority of the
Group’s revenue journal population to identify how much of the
Group’s revenue is converted to cash postings and to isolate
non-standard revenue transactions for further analysis, focusing
our testing on higher risk transactions identified.
We searched for any topside journals to revenue, which related to
revenue for the Lovely Pubs acquired in the year prior to integration
into the Group’s accounting system, and performed substantive
procedures.
We performed cut-off testing procedures including review of post
period end cash receipts, and an analytical review of significant
variances to the prior period including gross margin analytical
review to assess completeness.
Key observations communicated to the Audit and Risk Committee
Our testing over revenue did not identify any material errors in the recording of revenue for the period.
We did not identify any instance of management override in relation to revenue.
The above key audit matters are consistent with the prior year.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on
the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence
the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent
of our audit procedures.
We determined materiality for the Group and Company to be £1.9 million (2024: £1.8 million) which is 0.5% (2024: 0.5%) of Group
revenue. We believe that Group revenue provides us with an appropriate materiality basis due to its prominence in the financial
reporting to the Group’s equity and debt stakeholders.
During the course of the audit, we reassessed initial materiality and there is no change in the final materiality from original
assessment at the planning stage.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low
level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessment, together with our assessment of the Group’s overall control environment, our judgement was
that performance materiality was 75% (2024: 75%) of our planning materiality, namely £1.4 million (2024: £1.3 million). We have set
performance materiality at this percentage as we did not anticipate a significant level of audit differences following our 2024 audit.
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit and Risk Committee that we would report to them all uncorrected audit differences in excess of £0.1m
(2024: £0.1m), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted
reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light
of other relevant qualitative considerations in forming our opinion.
Annual Report and Accounts 2025
113
Overview Strategic Report Governance Financial Statements Additional Information
Other information
The other information comprises the information included in the annual report set out on pages 1 to 108, including the Strategic
Report and Corporate Governance report other than the financial statements and our auditor’s report thereon. The Directors are
responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated
in this 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 the 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 the 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
• the strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Company and its environment obtained in the course of the
audit, we have not identified material misstatements in the strategic report or the Directors’ report.
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 Company, or returns adequate for our audit have not been received
from branches not visited by us; or
• the 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.
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Group and Company’s compliance with the provisions of the UK Corporate Governance
Code specified for our review by the UK Listing Rules.
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 to the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified set out on page 124;
• Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period is
appropriate set out on page 35;
• Directors’ statement on whether it has a reasonable expectation that the Group and Company will be able to continue in
operation and meets its liabilities set out on page 124;
• Directors’ statement on fair, balanced and understandable set out on page 85;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 37;
• The section of the annual report that describes the review of effectiveness of risk management and internal control systems set
out on page 83; and
• The section describing the work of the Audit and Risk Committee set out on page 80.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 108, 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.
Independent Auditor’s Report
to the members of Fuller, Smith & Turner P.L.C. continued
Fuller, Smith & Turner P.L.C.114
In preparing the financial statements, the Directors are responsible for assessing the Group and 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 Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the
Company and management.
• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that
the most significant are the reporting frameworks (UK adopted international accounting standards), the Companies Act 2006,
Money Laundering regulations, the UK Corporate Governance Code, the Listing Rules of the UK Listing Authority and UK tax
compliance regulations.
• We understood how Fuller, Smith & Turner P.L.C. is complying with those frameworks by making inquiries of management,
those charged with governance, those responsible for legal and compliance procedures and the Company Secretary. We
corroborated our inquiries through inspection of board minutes and correspondence with regulatory authorities and through
attendance at Audit and Risk Committee meetings.
• We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur by
making inquiries of management, those charged with governance and various other individuals within the financial reporting
function. We corroborated these inquiries by inspecting board minutes, retail audit reports and findings, reports to the Group’s
internal whistleblowing hotline and by understanding both the Group’s bonus scheme structure and the expectations of
investors and analysts, to understand areas in which individuals may be incentivised to commit fraud.
• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our
procedures involved making inquiries as described above, inspecting minutes of all significant board and committee meetings,
reading correspondence with regulatory authorities, testing journal entries with higher risk characteristics and testing unusual or
non-standard transactions.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s
website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters we are required to address
• Following the recommendation from the audit committee, we were appointed by the Company on 27 January 2021 to audit
the financial statements for the year ended 27 March 2021 and subsequent financial periods.
The period of total uninterrupted engagement including previous renewals and reappointments is five years, covering the years
ended 27 March 2021 to 29 March 2025.
• The audit opinion is consistent with the additional report to the Audit and Risk Committee.
Use of our 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.
Rachel Savage
Senior statutory auditor
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
10 June 2025
Annual Report and Accounts 2025
115
Overview Strategic Report Governance Financial Statements Additional Information
Group Income Statement
For the 52 weeks ended 29 March 2025
52 weeks ended 29 March 2025 | 52 weeks ended 30 March 2024 | ||||||
| Before | Before | ||||||
| separately | Separately | separately | Separately | ||||
| disclosed | disclosed | disclosed | disclosed | ||||
| items | items | Total | items | items | Total | ||
| Note | £m | £m | £m | £m | £m | £m | |
Revenue | 3 | ||||||
Operating costs | 4,5 | ( | ( | ( | ( | ( | ( |
Operating profit | ( | ( | |||||
Net finance costs | 5,6 | ( | ( | ( | ( | ||
Profit on disposal of properties | 5 | ||||||
Profit before tax | ( | ||||||
Tax | 7 | ( | ( | ( | ( | ||
Profit for the year | ( | ||||||
| Earnings per share per 40p “A” and “C” Ordinary Share | Pence | Pence | Pence | Pence | |||
Basic | 8 | ||||||
Diluted | 8 | ||||||
| Earnings per share per 4p “B”Ordinary Share | |||||||
Basic | 8 | ||||||
Diluted | 8 | ||||||
Fuller, Smith & Turner P.L.C.
116
Group Statement of Comprehensive Income
For the 52 weeks ended 29 March 2025
| 52 weeks ended | 52 weeks ended | ||
| 29 March 2025 | 30 March 2024 | ||
| Note | £m | £m | |
Profit for the year | |||
| Items that will not be reclassified to profit or loss in subsequent years (net of tax) | |||
Net actuarial losses on pension schemes | 22 | ( | ( |
Tax related to items that will not be reclassified to profit or loss | 7 | ||
Other comprehensive losses for the year, net of tax | ( | ( | |
Total comprehensive income for the year, net of tax |
Annual Report and Accounts 2025
117
Overview Strategic Report Governance Financial Statements Additional Information
Group Balance Sheet
29 March 2025
| Group | Group | ||
| 2025 | 2024 | ||
| Note | £m | £m | |
| Non-current assets | |||
Intangible assets | 10 | ||
Property, plant and equipment | 11 | ||
Investment properties | 12 | ||
Retirement benefit obligations | 22 | ||
Right-of-use assets | 16 | ||
Other financial assets | 14 | ||
Total non-current assets | |||
| Current assets | |||
Inventories | 17 | ||
Trade and other receivables | 18 | ||
Current tax receivable | |||
Cash and cash equivalents | 21 | ||
Total current assets | |||
Assets classified as held for sale | 19 | ||
Total assets | |||
| Current liabilities | |||
Trade and other payables | 20 | ( | ( |
Provisions | 24 | ( | ( |
Lease liabilities | 16 | ( | ( |
Current tax payable | ( | ||
Total current liabilities | ( | ( | |
| Non-current liabilities | |||
Borrowings | 21 | ( | ( |
Lease liabilities | 16 | ( | ( |
Retirement benefit obligations | 22 | ( | ( |
Deferred tax liabilities | 7 | ( | ( |
Total non-current liabilities | ( | ( | |
Net assets | |||
| Capital and reserves | |||
Share capital | 26 | ||
Share premium account | 26 | ||
Capital redemption reserve | 26 | ||
Own shares | 26 | ( | ( |
Hedging reserve | 26 | ||
Retained earnings | |||
Total equity |
Approved by the Board and signed on 10 June 2025.
M J Turner, FCA
Chairman
Registered Number: 241882
Fuller, Smith & Turner P.L.C.
118
Company Balance Sheet
29 March 2025
Note
Company
2025
£m
Company
2024
£m
Non-current assets
Intangible assets 10 3.8 5.3
Property, plant and equipment 11 585.7 581.9
Investment properties 12 1.3 1.5
Retirement benefit obligations 22 1.6 18.7
Right-of-use assets 16 52.7 58.6
Other financial assets 14 – 0.1
Investments in subsidiaries 15 108.0 108.0
Total non-current assets 753.1 774 .1
Current assets
Inventories 17 4.6 4.0
Trade and other receivables 18 12.0 8.4
Current tax receivable – 0.7
Cash and cash equivalents 21 13.8 12.2
Total current assets 30.4 25.3
Assets classified as held for sale 19 3.0 8.4
Total assets 786.5 8 07. 8
Current liabilities
Trade and other payables 20 (215.9) (212.8)
Provisions 24 (0.4) (0.8)
Lease liabilities 16 (5.1) (4.3)
Current tax payable (0.2) –
Total current liabilities (221.6) ( 217. 9)
Non-current liabilities
Borrowings 21 (156.0) (145.3)
Lease liabilities 16 (55.4) (61.2)
Retirement benefit obligations 22 (1.2) (1.4)
Deferred tax liabilities 7 (18.3) (18.2)
Total non-current liabilities (230.9) (2 26.1)
Net assets 334.0 363.8
Capital and reserves
Share capital 26 23.8 25.4
Share premium account 26 53.2 53.2
Capital redemption reserve 26 5.3 3.7
Own shares 26 (30.1) (32.9)
Hedging reserve 26 – –
Merger reserve 26 (10.6) (1.6)
Retained earnings 292.4 316.0
Total equity 334.0 363.8
Profit attributable to ordinary shareholders and included in the financial statements of the Parent Company was £15.7 million (2024:
loss of £0.8 million). Approved by the Board and signed on 10 June 2025.
M J Turner, FCA
Chairman
Registered Number: 241882
Annual Report and Accounts 2025
119
Overview Strategic Report Governance Financial Statements Additional Information
Group Statement of Changes in Equity
For the 52 weeks ended 29 March 2025
| Share | Capital | ||||||
| Share | premium | redemption | |||||
| capital | account | reserve | Own shares | Hedging | Retained | ||
| (Note 26) | (Note 26) | (Note 26) | (Note 26) | reserve | earnings | Total | |
| Group | £m | £m | £m | £m | £m | £m | £m |
At 1 April 2023 | ( | ||||||
Profit for the year | |||||||
Other comprehensive expense for the year | ( | ( | |||||
Total comprehensive income for the year | |||||||
| Shares purchased to be held in ESOT | |||||||
or as treasury | ( | ( | |||||
Shares released from ESOT and treasury | ( | ||||||
Dividends (Note 9) | ( | ( | |||||
Share-based payment expense | |||||||
At 30 March 2024 | ( | ||||||
Profit for the year | |||||||
| Other comprehensive expense | |||||||
for the year | ( | ( | |||||
Total comprehensive income for the year | |||||||
| Shares purchased to be held in ESOT | |||||||
or as treasury | ( | ( | |||||
Shares released from ESOT and treasury | |||||||
Treasury shares cancelled in the year | ( | ( | |||||
Dividends (Note 9) | ( | ( | |||||
Share-based payment expense | |||||||
At 29 March 2025 | ( |
Fuller, Smith & Turner P.L.C.
120
Company Statement of Changes in Equity
For the 52 weeks ended 29 March 2025
Company
Share
capital
(Note
26)
£m
Share
premium
account
(Note 26)
£m
Capital
redemption
reserve
(Note 26)
£m
Own shares
(Note 26)
£m
Hedging
reserve
£m
Merger
reserve
£m
Retained
earnings
£m
Total
£m
At 1 April 2023 25.4 53.2 3.7 (21.3) – (1.6) 325.6 385.0
Loss for the year – – – – – – (0.8) (0.8)
Other comprehensive expense
for the year – – – – – – (0.2) (0.2)
Total comprehensive loss for the year – – – – – – (1.0) (1.0)
Shares purchased to be held in ESOT
or as treasury – – – (12.4) – – – (12.4)
Shares released from ESOT or as treasury – – – 0.8 – – (0.3) 0.5
Dividends (Note 9) – – – – – – (10.0) (10.0)
Share-based payment expense – – – – – – 1.7 1.7
At 30 March 2024 25.4 53.2 3.7 (32.9) – (1.6) 316.0 363.8
Profit for the year – – – – – – 15.7 15.7
Other comprehensive expense
for the year – – – – – – (13.8) (13.8)
Total comprehensive income
for the year – – – – – – 1.9 1.9
Shares purchased to be held in ESOT
or as treasury – – – (23.9) – – – (23.9)
Shares released from ESOT or as treasury – – – 0.1 – – – 0.1
Treasury shares cancelled in the year (1.6) – 1.6 26.6 – – (26.6) –
Dividends (Note 9) – – – – – – (10.7) (10.7)
Share-based payment expense – – – – – – 1.5 1.5
Hive-up of the Lovely Pub Group – – – – – (9. 0) 10.3 1.3
At 29 March 2025 23.8 53.2 5.3 (30.1) – (10.6) 292.4 334.0
Annual Report and Accounts 2025
121
Overview Strategic Report Governance Financial Statements Additional Information
Group Cash Flow Statement
For the 52 weeks ended 29 March 2025
| Group | Group | ||
| 52 weeks ended | 52 weeks ended | ||
| 29 March 2025 | 30 March 2024 | ||
| Note | £m | £m | |
Profit before tax for continuing operations | |||
Net finance costs before separately disclosed items | 6 | ||
Separately disclosed items | 5 | ( | |
Depreciation and amortisation | 4 | ||
Adjusted EBITDA 1 | |||
Difference between pension charge and cash paid | 22 | ( | ( |
Share-based payment charge | 4 | ||
Change in trade and other receivables | ( | ||
Change in inventories | ( | ||
Change in trade and other payables | ( | ||
Cash impact of operating separately disclosed items | 5 | ( | |
Cash generated from operations | |||
Tax paid | ( | ( | |
Net cash generated from operating activities | |||
| Cash flow from investing activities | |||
Purchase of property, plant and equipment | ( | ( | |
Sale of property, plant and equipment and assets held for sale | |||
Net cash outflow from investing activities | ( | ( | |
| Cash flow from financing activities | |||
Purchase of own shares | 26 | ( | ( |
Receipts on release of own shares to option schemes | 26 | ||
Interest paid | ( | ( | |
Preference dividends paid | 9 | ( | ( |
Equity dividends paid | 9 | ( | ( |
Repayment of previous bank facilities | 21 | ( | |
Drawdown of bank loans | 21 | ||
Repayment of debenture | 21 | ( | |
Principal elements of lease payments | 16 | ( | ( |
Payment of loan arrangement fees | 21 | ( | ( |
Net cash outflow from financing activities | ( | ( | |
Net movement in cash and cash equivalents | ( | ||
Cash and cash equivalents at the start of the year | 21 | ||
Total cash and cash equivalents at the end of the year | 21 |
1 Adjusted EBITDA is EBITDA excluding separately disclosed items.
Fuller, Smith & Turner P.L.C.122
Company Cash Flow Statement
For the 52 weeks ended 29 March 2025
Note
Company
52 weeks ended
29 March 2025
£m
Company
52 weeks ended
30 March 2024
£m
Profit before tax for continuing operations 21.4 3.9
Net finance costs before separately disclosed items 24.4 24.2
Separately disclosed items (6.8) 6.4
Depreciation and amortisation 27.1 26.2
Adjusted EBITDA
1
66.1 60.7
Difference between pension charge and cash paid 22 (1.5) (2.6)
Share-based payment charge 1.5 1.7
Change in trade and other receivables (1.0) 0.8
Change in inventories (0.4) 0.2
Change in trade and other payables (6.1) 6.8
Cash impact of operating separately disclosed items (0.2) 1.7
Cash generated from operations 58.4 69.3
Tax paid (2.0) (1.0)
Net cash generated from operating activities 56.4 68.3
Cash flow from investing activities
Purchase of property, plant and equipment (52.0) (2 7. 2)
Sale of property, plant and equipment, right-of-use assets and assets held for sale 40.5 –
Net cash outflow from investing activities (11.5) (27. 2 )
Cash flow from financing activities
Purchase of own shares 26 (23.9) (12.4)
Receipts on release of own shares to option schemes 26 0.1 0.5
Interest paid (10.0) (10.4)
Preference dividends paid 9 (0.1) (0.1)
Equity dividends paid 9 (10.7) (10.0)
Repayment of previous bank facilities 21 (124.0) –
Drawdown of bank loans 21 134.3 4.5
Repayment of debenture 21 – (6.0)
Principal elements of lease payments 16 (8.2) (8.7)
Payment of loan arrangement fees 21 (0.8) (0.4)
Net cash outflow from financing activities (43.3) (43.0)
Net movement in cash and cash equivalents 1.6 (1.9)
Cash and cash equivalents at the start of the year 21 12.2 14.1
Total cash and cash equivalents at the end of the year 21 13.8 12.2
1 Adjusted EBITDA is EBITDA excluding separately disclosed items.
Annual Report and Accounts 2025 123
Overview Strategic Report Governance Financial Statements Additional Information
Notes to the Financial Statements
1. Authorisation of Financial Statements and Accounting Policies
Material accounting policies
Fuller, Smith & Turner P.L.C.
124
Freehold buildings – Hotel accommodation and offices | Up to 50 years |
Freehold buildings – Licensed retail property and unlicensed property | From 50 to 100 years |
Leasehold improvements | The term of the lease |
Roofs | From 10 to 50 years |
Plant, machinery and vehicles, fixtures and fittings | From three years up to 25 years |
Annual Report and Accounts 2025
125
Overview Strategic Report Governance Financial Statements Additional Information
Notes to the Financial Statements
Continued
1. Authorisation of Financial Statements and Accounting Policies continued
Significant accounting judgements, estimates and assumptions continued
Fuller, Smith & Turner P.L.C.
126
Annual Report and Accounts 2025
127
Overview Strategic Report Governance Financial Statements Additional Information
Notes to the Financial Statements
Continued
1. Authorisation of Financial Statements and Accounting Policies continued
Financial assets continued
Fuller, Smith & Turner P.L.C.
128
Annual Report and Accounts 2025
129
Overview Strategic Report Governance Financial Statements Additional Information
Notes to the Financial Statements
Continued
1. Authorisation of Financial Statements and Accounting Policies continued
Revenue continued
Fuller, Smith & Turner P.L.C.
130
Annual Report and Accounts 2025
131
Overview Strategic Report Governance Financial Statements Additional Information
Notes to the Financial Statements
Continued
1. Authorisation of Financial Statements and Accounting Policies continued
Fuller, Smith & Turner P.L.C.
132
| Managed Pubs | ||||
| and Hotels | Tenanted Inns | Unallocated 1 | Total | |
| 52 weeks ended 29 March 2025 | £m | £m | £m | £m |
| Revenue | ||||
Sale of goods and services | 304.4 | 23.9 | – | 328.3 |
Accommodation income | 36.7 | – | – | 36.7 |
Total revenue from contracts with customers | 341.1 | 23.9 | – | 365.0 |
Rental income | 1.6 | 9.7 | – | 11.3 |
Revenue | 342.7 | 33.6 | – | 376.3 |
Segment result | 47.6 | 14.4 | (21.6) | 40.4 |
Operating separately disclosed items | (12.1) | |||
Operating profit | 28.3 | |||
Profit on disposal properties | 18.9 | |||
Net finance costs | (13.4) | |||
Profit before tax | 33.8 | |||
| Other segment information | ||||
Additions to property, plant and equipment | 49.3 | 3.4 | – | 52.7 |
Depreciation and amortisation | 23.3 | 3.2 | 0.7 | 27. 2 |
Impairment of property and goodwill net of reversals | 9.0 | 1.4 | – | 10.4 |
| Managed Pubs | ||||
| and Hotels | Tenanted Inns | Unallocated 1 | Total | |
| 52 weeks ended 30 March 2024 | £m | £m | £m | £m |
| Revenue | ||||
Sale of goods and services | 288.1 | 24.1 | – | 312.2 |
Accommodation income | 35.5 | – | – | 35.5 |
Total revenue from contracts with customers | 323.6 | 24.1 | – | 3 47. 7 |
Rental income | 1.7 | 9.7 | – | 11. 4 |
Revenue | 325.3 | 33.8 | – | 3 59.1 |
Segment result | 41.6 | 13.7 | (20.8) | 34.5 |
Operating separately disclosed items | (6.8) | |||
Operating profit | 27. 7 | |||
Net finance costs | (13.3) | |||
Profit before tax | 14.4 | |||
| Other segment information | ||||
Additions to property, plant and equipment | 23.0 | 3.9 | 0.1 | 2 7. 0 |
Depreciation and amortisation | 22.4 | 3.0 | 0.9 | 26.3 |
Impairment of property and right-of-use assets net of reversals | 5.1 | 3.2 | – | 8.3 |
Annual Report and Accounts 2025 133
Overview Strategic Report Governance Financial Statements Additional Information
Notes to the Financial Statements
Continued
| 52 weeks ended | 52 weeks ended | |
| 29 March 2025 | 30 March 2024 | |
| £m | £m | |
| Revenue disclosed in the Income Statement is analysed as follows: | ||
Sale of goods and services | 328.3 | 312.2 |
Accommodation income | 36.7 | 35.5 |
Total revenue from contracts with customers | 365.0 | 3 47. 7 |
Rental income | 11.3 | 11. 4 |
Revenue | 376.3 | 359.1 |
| 52 weeks ended | 52 weeks ended | |
| 29 March 2025 | 30 March 2024 | |
| £m | £m | |
Production costs and cost of goods used in retailing | 87.1 | 88.0 |
Staff costs | 137.9 | 129.9 |
Repairs and maintenance | 12.9 | 12.5 |
Depreciation of property, plant and equipment and amortisation of intangible assets | 21.1 | 20.1 |
Depreciation of right-of-use assets | 6.1 | 6.2 |
Rental expense relating to short-term and low value leases | 0.3 | 0.3 |
Variable lease payments 1 | 4.1 | 3.9 |
Property costs | 17. 2 | 15.6 |
Utilities | 13.4 | 13.6 |
Separately disclosed items (Note 5) | 12.1 | 6.8 |
Other operating costs | 35.8 | 34.5 |
348.0 | 331.4 |
| 52 weeks ended | 52 weeks ended | |
| 29 March 2025 | 30 March 2024 | |
| £m | £m | |
| Fees payable to Company’s auditors: | ||
– Statutory audit fees of Group financial statements | 0.5 | 0.5 |
0.5 | 0.5 |
| 52 weeks ended | 52 weeks ended | |
| 29 March 2025 | 30 March 2024 | |
| £m | £m | |
Wages and salaries 1,2 | 123.8 | 116 .1 |
Social security costs | 9.1 | 8.5 |
Pension benefits | 2.3 | 2.2 |
Other staff costs 3 | 2.7 | 3.1 |
137.9 | 129.9 |
Fuller, Smith & Turner P.L.C.134
| 2025 | 2024 | |
| Number | Number | |
Pub and hotel teams | 5,195 | 5,177 |
Support office 2 | 116 | 116 |
5,311 | 5,293 |
5. Separately Disclosed Items
The Group presents separately disclosed items on the face of the Income Statement for those material items of income and expense
which, because of the nature or expected infrequency of the events giving rise to them, merit separate presentation to allow
shareholders to understand better the elements of financial performance in the year.
| 52 weeks ended | 52 weeks ended | |
| 29 March 2025 | 30 March 2024 | |
| £m | £m | |
| Amounts included in operating profit: | ||
Impairment of properties, right-of-use assets and assets classified as held for sale net of reversal of impairments (Note 13) | (10.4) | (8.3) |
Insurance and legal claims | – | 0.4 |
VAT provision release | – | 1.1 |
Professional fees | (0.9) | – |
Pension past service costs | (0.8) | – |
Total separately disclosed items included in operating profit | (12.1) | (6.8) |
Profit on disposal of properties | 18.9 | – |
| Separately disclosed finance credits: | ||
Finance credit on net pension liabilities | 0.8 | 0.7 |
Finance charge on the write down of arrangement fees | (0.8) | – |
Total separately disclosed finance credits | – | 0.7 |
Total separately disclosed items before tax | 6.8 | (6.1) |
| Separately disclosed tax: | ||
Profit on disposal of properties | (0.7) | – |
Other items | 1.5 | 0.5 |
Total separately disclosed tax | 0.8 | 0.5 |
Total separately disclosed items | 7.6 | (5.6) |
The impairment charge of £10.4 million (30 March 2024: £8.3 million) relates to the write down to their recoverable value of 23
properties (£9.2 million), three assets held for sale properties (£0.6 million), the write down of goodwill (£1.0 million), net of the reversal
of impairment for one property (£0.4 million).
Professional fees of £0.9 million relate to £0.7 million of fees incurred as part of the acquisition of Lovely Pubs and £0.2 million of fees
incurred as part of the bank facility refinancing.
The pension past service cost of £0.8 million relates to the recognition of an additional liability in relation to the equalisation of
retirement ages between 17 May 1990 and 21 July 1992.
£18.9 million of profit has been recognised on the sale of 45 properties, including 37 tenanted sites sold to Admiral Taverns
(there were no disposals of properties in the 52 weeks ended to 30 March 2024).
The finance charge on the write down of arrangement fees of £0.8 million relates to the remaining loan arrangement fee on the
previous facility at the date of refinancing.
The cash impact of operating separately disclosed items before tax for the 52 weeks ended 29 March 2025 was £0.2 million cash
outflow (30 March 2024: £1.7 million cash inflow).
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135
Overview Strategic Report Governance Financial Statements Additional Information
Notes to the Financial Statements
Continued
| 52 weeks ended | 52 weeks ended | |
| 29 March 2025 | 30 March 2024 | |
| £m | £m | |
| Finance Income | ||
Interest income from financial assets | 0.3 | 0.3 |
| Finance costs | ||
| Interest expense arising on: | ||
Financial liabilities at amortised cost – loans and debentures | (10.4) | (11.1) |
Financial liabilities at amortised cost – preference shares | (0.1) | (0.1) |
Financial liabilities at amortised cost – lease liabilities (Note 16) | (3.2) | (3.1) |
Net finance costs before separately disclosed items | (13.4) | (14.0) |
Finance credit on net pension liabilities (Note 5) | 0.8 | 0.7 |
Finance charge on the write down of arrangement fees (Note 5) | (0.8) | – |
Net finance costs after separately disclosed items | (13.4) | (13.3) |
| 52 weeks ended | 52 weeks ended | |
| 29 March 2025 | 30 March 2024 | |
| Group | £m | £m |
| Tax charged in the Income Statement | ||
Current tax on profit for the year | 2.2 | 1.7 |
Total current tax expense | 2.2 | 1.7 |
| Deferred income tax: | ||
Origination and reversal of temporary differences | 5.1 | 4.0 |
Adjustments over provided in previous years | (0.7) | (0.4) |
Total deferred tax expense | 4.4 | 3.6 |
Total tax charged in the Income Statement | 6.6 | 5.3 |
| Analysed as: | ||
Before separately disclosed items | 7.4 | 5.8 |
Separately disclosed items | (0.8) | (0.5) |
6.6 | 5.3 |
Fuller, Smith & Turner P.L.C.
136
| 52 weeks ended | 52 weeks ended | |
| 29 March 2025 | 30 March 2024 | |
| £m | £m | |
Profit before tax expense | 33.8 | 14.4 |
Accounting profit multiplied by the UK standard rate of corporation tax of 25% (2024: 25%) | 8.5 | 3.6 |
Items not deductible for tax purposes | 0.5 | 0.2 |
Deferred tax over-provided in previous years | (0.7) | (0.4) |
Net movements in respect of property | (1.7) | 1.9 |
Total tax charged in the Income Statement | 6.6 | 5.3 |
| Deferred tax charged / (credited) to the Income Statement | ||
Deferred tax depreciation | 1.3 | 1.2 |
Unrealised capital gains (on PP&E) | (3.0) | (1.2) |
Retirement benefit obligations | 0.3 | 0.8 |
Tax losses | 1.9 | 2.9 |
Other | 3.9 | (0.1) |
Deferred tax in the Income Statement | 4.4 | 3.6 |
| Tax relating to items credited to the Statement of Comprehensive Income | ||
| Deferred tax: | ||
Net actuarial losses on pension scheme | (4.5) | (0.1) |
Total tax credited in the Statement of Comprehensive Income | (4.4) | (0.1) |
| Deferred tax asset / (liability) | ||||||||
| Retirement | Tax losses | Unrealised | ||||||
| benefit | carried | Employee | Decelerated tax | capital gains | Pension | |||
| obligations | forward | share schemes | depreciation | (on PP&E) | spreading | Other 1 | Total | |
| Group | £m | £m | £m | £m | £m | £m | £m | £m |
Balances at 1 April 2023 | (3.7) | 9.9 | – | 3.4 | (28.8) | 0.1 | 4.4 | (14.7) |
(Charge) / credit to Income Statement | (0.8) | (2.9) | 0.1 | (1.2) | 1.2 | (0.1) | 0.1 | (3.6) |
Credit to other comprehensive income | 0.1 | – | – | – | – | – | – | 0.1 |
Balances at 30 March 2024 | (4.4) | 7.0 | 0.1 | 2.2 | (27.6) | – | 4.5 | (18.2) |
(Charge) / credit to Income Statement | (0.3) | (1.9) | 0.4 | (1.3) | 3.0 | – | (4.3) | (4.4) |
Credit to other comprehensive income | 4.5 | – | – | – | – | – | – | 4.5 |
Acquisitions | – | – | – | (0.2) | – | – | – | (0.2) |
Balances at 29 March 2025 | (0.2) | 5.1 | 0.5 | 0.7 | (24.6) | – | 0.2 | (18.3) |
Annual Report and Accounts 2025 137
Overview Strategic Report Governance Financial Statements Additional Information
Notes to the Financial Statements
Continued
7. Ta xa t i on continued
Deferred tax provision continued
| 2025 | 2024 | |
| Group | £m | £m |
Deferred tax assets | 6.5 | 13.8 |
Deferred tax liabilities | (24.8) | (32.0) |
(18.3) | (18.2) |
| Deferred tax asset / (liability) | ||||||||
| Retirement | Tax losses | Unrealised | ||||||
| benefit | carried | Employee | Decelerated tax | capital gains | Pension | |||
| obligations | forward | share schemes | depreciation | (on PP&E) | spreading | Other 1 | Total | |
| Company | £m | £m | £m | £m | £m | £m | £m | £m |
Balances at 1 April 2023 | (3.7) | 9.9 | – | 3.4 | (28.8) | 0.1 | 4.4 | (14.7) |
(Charge) / credit to Income Statement | (0.8) | (2.9) | 0.1 | (1.2) | 1.2 | (0.1) | 0.1 | (3.6) |
Credit to other comprehensive income | 0.1 | – | – | – | – | – | – | 0.1 |
Balances at 30 March 2024 | (4.4) | 7. 0 | 0.1 | 2.2 | (27.6) | – | 4.5 | (18.2) |
(Charge) / credit to Income Statement | (0.3) | (1.9) | 0.4 | (1.3) | 3.0 | – | (4.3) | (4.4) |
Credit to other comprehensive income | 4.5 | – | – | – | – | – | – | 4.5 |
Acquisitions | − | – | – | (0.2) | − | – | – | (0.2) |
Balances at 29 March 2025 | (0.2) | 5.1 | 0.5 | 0.7 | (24.6) | – | 0.2 | (18.3) |
| 2025 | 2024 | |
| Company | £m | £m |
Deferred tax assets | 6.5 | 13.8 |
Deferred tax liabilities | (24.8) | (32.0) |
(18.3) | (18.2) |
Fuller, Smith & Turner P.L.C.
138
8. Earnings Per Share
| 52 weeks ended | 52 weeks ended | |
| 29 March 2025 | 30 March 2024 | |
| Group | £m | £m |
Profit attributable to equity shareholders | 27. 2 | 9.1 |
Separately disclosed items net of tax | (7.6) | 5.6 |
Adjusted earnings attributable to equity shareholders | 19.6 | 14.7 |
Weighted average share capital | 57,270,000 | 60,043,000 |
Dilutive outstanding options and share awards | 625,000 | 482,000 |
Diluted weighted average share capital | 57,895,000 | 60,525,000 |
| 40p “A” and “C” Ordinary Share | Pence | Pence |
Basic earnings per share | 47.49 | 15.16 |
Diluted earnings per share | 46.98 | 15.04 |
Adjusted earnings per share | 34.22 | 24.48 |
Diluted adjusted earnings per share | 33.85 | 24.29 |
| 4p “B” Ordinary Share | Pence | Pence |
Basic earnings per share | 4.75 | 1.52 |
Diluted earnings per share | 4.70 | 1.50 |
Adjusted earnings per share | 3.42 | 2.45 |
Diluted adjusted earnings per share | 3.39 | 2.43 |
For the purposes of calculating the number of shares to be used above, “B” Ordinary Shares have been treated as one-tenth of an
“A” or “C” Ordinary Share. The earnings per share calculation is based on earnings from continuing operations and on the weighted
average ordinary share capital which excludes shares held by trusts relating to employee share options and shares held in treasury
of 4,599,962 (2024: 3,410,735).
Diluted earnings per share amounts are calculated using the same earnings figure as for basic earnings per share, divided by the
weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares
that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.
Adjusted earnings per share are calculated on profit before tax excluding separately disclosed items and on the same weighted
average ordinary share capital as for the basic and diluted earnings per share. Adjusted earnings per share measures have been
included as the Directors consider that these measures better reflect the underlying earnings of the Group.
9. Dividends
| 52 weeks ended | 52 weeks ended | |
| 29 March 2025 | 30 March 2024 | |
| £m | £m | |
| Declared and paid during the year | ||
| Equity dividends on ordinary shares: | ||
Final dividend for 2024: | 6.5 | 6.1 |
Interim dividend for 2025: 7.41p (2024: 6.63p) | 4.2 | 3.9 |
Equity dividends paid | 10.7 | 10.0 |
Dividends on cumulative preference shares (Note 6) | 0.1 | 0.1 |
| Proposed for approval at the Annual General Meeting | ||
Final dividend for 2025: | 6.8 | 6.5 |
The pence figures above are for the 40p “A" Ordinary Shares and 40p “C" Ordinary Shares. The 4p “B" Ordinary Shares carry
dividend rights of one-tenth of those applicable to the 40p “A" Ordinary Shares. Own shares held in the employee share trusts do
not qualify for dividends as the Trustees have waived their rights. Dividends are also not paid on own shares held as treasury shares.
Annual Report and Accounts 2025
139
Overview Strategic Report Governance Financial Statements Additional Information
Notes to the Financial Statements
Continued
| Group and Company | ||||
| IT Development | Group | Company | ||
| Goodwill | costs | Total | Total | |
| £m | £m | £m | £m | |
| Cost | ||||
At 1 April 2023 | 31.8 | 3.0 | 34.8 | 6.6 |
At 30 March 2024 | 31.8 | 3.0 | 34.8 | 6.6 |
At 29 March 2025 | 31.8 | 3.0 | 34.8 | 6.6 |
| Amortisation and impairment | ||||
At 1 April 2023 | 5.1 | 0.7 | 5.8 | 0.9 |
Provided during the year | – | 0.4 | 0.4 | 0.4 |
At 30 March 2024 | 5.1 | 1.1 | 6.2 | 1.3 |
Provided during the year | – | 0.5 | 0.5 | 0.5 |
Impairment | 1.0 | – | 1.0 | 1.0 |
At 29 March 2025 | 6.1 | 1.6 | 7.7 | 2.8 |
Net book value at 29 March 2025 | 25.7 | 1.4 | 27.1 | 3.8 |
Net book value at 30 March 2024 | 26.7 | 1.9 | 28.6 | 5.3 |
Net book value at 1 April 2023 | 26.7 | 2.3 | 2 9. 0 | 5.7 |
2025 | 2024 | |||
| Net book value of Goodwill | Managed | Tenanted | Total | |
| is allocated to CGUs as follows: | £m | £m | £m | £m |
Gales estate | 9.1 | 13.6 | 22.7 | 22.7 |
Jacomb Guinness estate | 0.6 | – | 0.6 | 0.6 |
Bel & The Dragon | – | – | – | 1.0 |
Cotswold Inns & Hotels | 2.4 | – | 2.4 | 2.4 |
12.1 | 13.6 | 25.7 | 26.7 |
Fuller, Smith & Turner P.L.C.
140
11. Property, Plant and Equipment
| Land & buildings | |||||
| Land & buildings | – owned & acting | Plant, machinery | |||
| – owned & used | as lessor | & vehicles | Fixtures & fittings | Total | |
| Group | £m | £m | £m | £m | £m |
| Cost | |||||
At 1 April 2023 | 496.4 | 111.6 | 6.3 | 187. 2 | 801.5 |
Additions | 7. 7 | 5.2 | – | 14.1 | 2 7. 0 |
Disposals | (0.1) | (0.1) | – | (2.8) | (3.0) |
Transfer of use | (30.2) | 30.2 | – | – | – |
Transfer to assets held for sale (Note 19) | (1.4) | – | – | (0.3) | (1.7) |
At 30 March 2024 | 472.4 | 146.9 | 6.3 | 198.2 | 823.8 |
Additions | 34.9 | 1.7 | – | 16.1 | 52.7 |
Disposals | (3.2) | (15.6) | – | (9. 8) | (28.6) |
Transfer to assets held for sale (Note 19) | (3.1) | – | – | (0.3) | (3.4) |
At 29 March 2025 | 501.0 | 133.0 | 6.3 | 204.2 | 844.5 |
| Depreciation and impairment | |||||
At 1 April 2023 | 70.0 | 11. 3 | 1.7 | 135.2 | 218.2 |
Provided during the year | 4.9 | 1.7 | – | 13.1 | 19.7 |
Disposals | – | – | – | (2.7) | (2.7) |
Transfer of use | (4.8) | 4.8 | – | – | – |
Impairment loss (Note 13) | 3.8 | 3.2 | − | − | 7.0 |
Transfer to assets held for sale (Note 19) | (0.1) | – | – | (0.2) | (0.3) |
At 30 March 2024 | 73.8 | 21.0 | 1.7 | 145.4 | 241.9 |
Provided during the year | 6.0 | 1.5 | – | 13.1 | 20.6 |
Disposals | (1.3) | (1.7) | – | (8.9) | (11.9) |
Impairment loss net of reversal (Note 13) | 8.8 | – | – | – | 8.8 |
Transfer to assets held for sale (Note 19) | (0.4) | – | – | (0.2) | (0.6) |
At 29 March 2025 | 86.9 | 20.8 | 1.7 | 149.4 | 258.8 |
Net book value at 29 March 2025 | 414.1 | 112.2 | 4.6 | 54.8 | 585.7 |
Net book value at 30 March 2024 | 398.6 | 125.9 | 4.6 | 52.8 | 581.9 |
Net book value at 1 April 2023 | 426.4 | 100.3 | 4.6 | 52.0 | 583.3 |
1 In the prior year, 23 sites were transferred from Managed to Tenanted.
Annual Report and Accounts 2025 141
Overview Strategic Report Governance Financial Statements Additional Information
Notes to the Financial Statements
Continued
11. Property, Plant and Equipment continued
| Land & buildings | |||||
| Land & buildings | – owned & acting | Plant, machinery | |||
| – owned & used | as lessor | & vehicles | Fixtures & fittings | Total | |
| Company | £m | £m | £m | £m | £m |
| Cost | |||||
At 1 April 2023 | 492.9 | 111. 6 | 4.8 | 186.8 | 796.1 |
Additions | 7. 7 | 5.2 | – | 14.1 | 2 7. 0 |
Disposals | (0.1) | (0.1) | – | (2.8) | (3.0) |
Transfer of use | (30.2) | 30.2 | – | – | – |
Transfer to assets held for sale (Note 19) | (1.4) | – | – | (0.3) | (1.7) |
At 30 March 2024 | 468.9 | 146.9 | 4.8 | 197. 8 | 818.4 |
Additions | 34.9 | 1.7 | – | 16.1 | 52.7 |
Disposals | (3.2) | (15.6) | – | (9. 8) | (28.6) |
Transfer to assets held for sale (Note 19) | (3.1) | – | – | (0.3) | (3.4) |
At 29 March 2025 | 497. 5 | 133.0 | 4.8 | 203.8 | 839.1 |
| Depreciation and impairment | |||||
At 1 April 2023 | 65.8 | 11. 3 | 2.5 | 133.2 | 212.8 |
Provided during the year | 4.9 | 1.7 | – | 13.1 | 19. 7 |
Disposals | – | – | – | (2.7) | (2.7) |
Transfer of use | (4.8) | 4.8 | – | – | – |
Impairment loss | 3.8 | 3.2 | – | – | 7. 0 |
Transfer to assets held for sale (Note 19) | (0.1) | – | – | (0.2) | (0.3) |
At 30 March 2024 | 69.6 | 21.0 | 2.5 | 143.4 | 236.5 |
Provided during the year | 6.0 | 1.5 | – | 13.1 | 20.6 |
Disposals | (1.3) | (1.7) | – | (8.9) | (11.9) |
Impairment loss | 8.8 | – | – | – | 8.8 |
Transfer to assets held for sale (Note 19) | (0.4) | – | – | (0.2) | (0.6) |
At 29 March 2025 | 82.7 | 20.8 | 2.5 | 147. 4 | 253.4 |
Net book value at 29 March 2025 | 414.8 | 112.2 | 2.3 | 56.4 | 585.7 |
Net book value at 30 March 2024 | 399.3 | 125.9 | 2.3 | 54.4 | 581.9 |
Net book value at 1 April 2023 | 42 7.1 | 100.3 | 2.3 | 53.6 | 583.3 |
Fuller, Smith & Turner P.L.C.142
12. Investment Properties
| Group and Company | |
| freehold and leasehold | |
| properties | |
| £m | |
Cost at 1 April 2023 | 1.6 |
At 30 March 2024 | 1.6 |
Disposals | (0.2) |
At 29 March 2025 | 1.4 |
Depreciation and impairment at 1 April 2023 | 0.1 |
At 30 March 2024 | 0.1 |
At 29 March 2025 | 0.1 |
Net book value at 29 March 2025 | 1.3 |
Net book value at 30 March 2024 | 1.5 |
Net book value at 1 April 2023 | 1.5 |
Fair value at 29 March 2025 | 6.6 |
Fair value at 30 March 2024 | 6.7 |
Fair value at 1 April 2023 | 6.7 |
The fair value of investment properties has been estimated by the Directors, based on the rental income earned on the properties
during the year and average yields earned on comparable properties from publicly available information, which is a Level 3 fair
value valuation technique. An independent valuation of the properties has not been performed.
Impairment
The Group considers each trading outlet to be a CGU, and each CGU is reviewed annually for indicators of impairment. In assessing
whether an asset has been impaired, the carrying amount of the CGU is compared to its recoverable amount. The recoverable
amount is the higher of its fair value less costs to sell and its value in use. During the 52 weeks ended 29 March 2025, the Group did
not impair any investment properties (FY2024: £nil).
Management have determined that the highest and best use of the property is its current use.
Investment property income
The properties are let on both landlord and tenant repairing leases. Amounts recognised in the Income Statement relating to rental
income from investment properties are as follows:
| 2025 | 2024 | |
| Group and Company | £m | £m |
Rental income | 0.3 | 0.3 |
Direct operating expenses | – | (0.1) |
All direct operating expenses relate to properties that generate rental income.
Annual Report and Accounts 2025
143
Overview Strategic Report Governance Financial Statements Additional Information
Notes to the Financial Statements
Continued
13. Impairment
During the year, impairment losses, net of reversals, of £10.4 million (2024: £8.3 million) were recognised within separately
disclosed items:
| 2025 | 2024 | |
| Group | £m | £m |
| Impairment losses | ||
Property, plant and equipment | 9.2 | 9.1 |
Right-of-use assets | – | 1.3 |
Assets held for sale | 0.6 | – |
Intangible assets | 1.0 | – |
Impairment reversals – Property, plant and equipment | (0.4) | (2.1) |
Total net impairment charge | 10.4 | 8.3 |
| 2025 | 2024 | |
| Company | £m | £m |
| Impairment losses | ||
Property, plant and equipment | 9.2 | 9.1 |
Right-of-use assets | – | 1.1 |
Assets held for sale | 0.6 | – |
Investment in subsidiary 2 | – | 0.7 |
Intangible assets | 1.0 | – |
Impairment reversals – Property, plant and equipment | (0.4) | (2.1) |
Total net impairment charge | 10.4 | 8.8 |
1 Assets held for sale were impaired after classification to assets held for sale, therefore under IFRS 5 this is an adjustment to fair value.
2 Investment in Cotswold Inns & Hotels was impaired in the prior year as the majority of the trade and assets has been hived up into the Parent Company.
Property, plant and equipment and right-of-use assets
The Group considers each trading outlet to be a CGU, and each CGU is reviewed annually for indicators of impairment. In assessing
whether an asset has been impaired, the carrying amount of the CGU is compared to its recoverable amount. The recoverable
amount is the higher of its fair value less costs to sell (“FVLCS”) and its value in use. In the absence of any information about the fair
value of a CGU, the recoverable amount is deemed to be its value in use. For the purposes of estimating the value in use of CGUs,
management have used a discounted cash flow approach. The calculations use cash flow projections based on the following
plans covering a three-year period.
The Group uses a range of methods for estimating FVLCS which include applying a market multiple to the CGU EBITDA and, for
leasehold sites, present value techniques using a discounted cash flow method. The Group has also obtained valuations for a
subset of these CGUs from a third party property valuation expert. Both FVLCS methods rely on inputs not normally observable
by market participants and are therefore Level 3 measurements in the fair value hierarchy.
The assumptions used by management in setting the Board-approved financial budgets for the initial three-year period were
as follows:
• Trading volumes and forecast growth rates: The forecasts make assumptions on trading volumes by site based on the FY2025
results, assumptions around the UK and the global economy and the ongoing impact on consumer confidence.
• Operating profits: The forecasts are based on historical experience of operating margins, adjusted for the impact of inflation
net of price increases.
• Local factors impacting the site in the current year or expected to impact the site in future years. Key assumptions include
the future potential of recently invested sites and the impact of increasing or reducing market supply in the local area.
• A long-term growth rate of 2.0% (2024: 2.0%) was used for cash flows subsequent to the three year approved budget /
forecast period.
• An EBITDA multiple is estimated based on a normalised trading basis and market data obtained from external sources.
An average multiple of 10.5x (freehold 11.8x) (2024: 10.5x (freehold 11.8x)) is used for the Managed estate and 10.9x
(2024: 10.9x) on the Tenanted estate.
• The discount rate is based on the Group’s weighted average cost of capital, which is used across all CGUs due to their similar
characteristics. The pre-tax discount rate is 10.7% (2024: 10.7%).
Fuller, Smith & Turner P.L.C.
144
During the 52 weeks ended 29 March 2025, the Group recognised an impairment loss of £9.2 million (2024: £9.1 million) on property,
plant and equipment and an adjustment to fair value of £0.6 million (2024: nil) on assets held for sale in respect of the write down
of 26 properties where their asset values exceeded the higher of FVLCS or their value in use. The impairment losses were driven
principally by changes in the local competitive environment in which the pubs are situated. Net of the impairment loss there
is £0.4 million (2024: £2.1 million) of impairment reversal recognised for one pub where investment has led to a significant growth
in performance.
Sensitivity to changes in assumptions
The calculation of value in use is most sensitive to the assumptions in respect of achievement of budgeted cash flows, growth
rate and discount rate. The calculation of value in use is also dependent on the following assumptions: sales volume; gross margin
in Managed premises; barrelage and rent projections in Tenanted premises; and wage cost in Managed premises. The key
assumptions above have their assigned values based on management knowledge and historical information. The value in use
calculations are sensitive to the assumptions used. The Directors consider a movement of 1.5% in the discount rate and 0.5% in the
growth rate to be reasonable with reference to current market yield curves and the current economic conditions. The impact is set
out as follows:
| 2025 | 2024 | |
| Impact on impairment of assets at risk – increase / (decrease) | £m | £m |
Increase discount rate by 1.5% | 16.6 | 20.0 |
Decrease discount rate by 1.5% | (14.4) | (14.1) |
Increase growth rate by 0.5% | (4.6) | (4.9) |
Decrease growth rate by 0.5% | 4.7 | 5.8 |
The value in use calculation is also sensitive to variations in the budgeted cash flows, which are impacted by the continued
unstable economic environment and the consumer behaviour as a result of it. The CGUs represented by the ‘impact on impairment
of assets at risk’ would have their FVLCS determined in order to conclude whether an impairment is required. A general decrease
in property values across the portfolio would have a similar effect to that set out above, i.e., any reduction in property values could
lead to assets being at risk of impairment. In the current year, a decrease of 5% in the FVLCS would have led to an additional
impairment of £2.5 million for the CGUs where recoverable amount has been assessed on FVLCS.
Goodwill
Goodwill acquired through business combinations has been allocated for impairment testing on an estate and divisional CGU
level. This represents the lowest level within the Group at which goodwill is monitored for internal management purposes. An
analysis of goodwill by operating segment is included within Note 10. Recoverable amount is based on a calculation of value in
use based upon the same cash flows as discussed under property, plant and equipment. Cash flows beyond the budget period
are extrapolated in perpetuity on the assumption that the growth rate does not exceed the average long-term growth rate for
the relevant markets. The same assumptions to calculate the value in use are used for goodwill as those for property, plant and
equipment. There was an impairment to goodwill in the Bel & The Dragon of £1.0 million in the 52 weeks ended 29 March 2025
(2024: £nil). This impairment to goodwill was driven principally by changes to the local competitive environment in which the pubs
are situated.
Sensitivity to changes in assumptions
Management have considered reasonable changes in key assumptions used in their calculations of value in use. An increase of
1.5% in the discount rate or decrease in the growth of 0.5% would not result in an impairment.
Investment property
The Group considers each trading outlet to be a CGU, and each CGU is reviewed annually for indicators of impairment.
During the 52 weeks ended 29 March 2025, the Group did not impair any investment properties (2024: £nil). Refer to Note 12.
| Group | Group | Company | Company | |
| 2025 | 2024 | 2025 | 2024 | |
| Group and Company | £m | £m | £m | £m |
Interest rate cap and collar | – | 0.1 | – | 0.1 |
Total financial assets within non-current assets | – | 0.1 | – | 0.1 |
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Continued
| Cost | Provision | Net book value | |
| Company | £m | £m | £m |
At 1 April 2023 | 120.8 | (12.1) | 108.7 |
Impairment | – | (0.7) | (0.7) |
At 30 March 2024 | 120.8 | (12.8) | 108.0 |
Acquisition of Lovely Pubs | 21.2 | – | 21.2 |
Return of capital | (11.9) | – | (11. 9) |
Impairment | – | (9.3) | (9. 3) |
At 29 March 2025 | 130.1 | (22 .1) | 108.0 |
Principal subsidiary undertakings | Holding | Proportion held | Nature of business | |
Griffin Catering Services Limited | £1 Ordinary Shares | 100% (indirect) | Managed houses service company | |
George Gale and Company Limited | £1 Ordinary Shares | 100% | Non-trading subsidiary | |
25p “A" Ordinary Shares | 100% | |||
£10 Preference Shares | 100% | |||
F.S.T. Trustee Limited | £1 Ordinary Shares | 100% | Non-trading subsidiary | |
Fuller Smith & Turner Estates Limited | £1 Ordinary Shares | 100% | Non-trading subsidiary | |
Ringwoods Limited | £1 Ordinary Shares | 100% | Non-trading subsidiary | |
Griffin Inns LTD. | £1 Ordinary Shares | 100% | Non-trading subsidiary | |
Jacomb Guinness Limited | £1 Ordinary Shares | 100% | Non-trading subsidiary | |
45 Woodfield Limited | £1 Ordinary Shares | 100% (indirect) | Non-trading subsidiary | |
Grand Canal Trading Limited | £1 Ordinary Shares | 100% (indirect) | Non-trading subsidiary | |
B & D Country Inns I Limited | £1 Ordinary Shares | 100% | Holding company | |
B & D Country Inns II Limited | £1 Ordinary Shares | 100% | Holding company | |
B & D (Cookham) Limited | £1 Ordinary Shares | 100% (indirect) | Non-trading subsidiary | |
B & D (Farnham) Limited 1 | £1 Ordinary Shares | 100% (indirect) | Non-trading subsidiary | |
B & D (Kingsclere) Limited 2 | £1 Ordinary Shares | 100% (indirect) | Non-trading subsidiary | |
B & D (Odiham) Limited 2 | £1 Ordinary Shares | 100% (indirect) | Non-trading subsidiary | |
B & D (Reading) Limited | £1 Ordinary Shares | 100% (indirect) | Non-trading subsidiary | |
B & D (Win) Limited | £1 Ordinary Shares | 100% (indirect) | Non-trading subsidiary | |
RSH 200 | Limited | £1 Ordinary Shares | 100% | Holding company |
Cotswold Inns and Hotels Limited | £1 Ordinary Shares | 100% (indirect) | Non-trading subsidiary | |
Mortons Bar & Grill Limited | £1 Ordinary Shares | 100% | Non-trading subsidiary | |
Mortons Bar & Grill (Alcester) Limited | £1 Ordinary Shares | 100% (indirect) | Non-trading subsidiary | |
Mortons Catering Limited | £1 Ordinary Shares | 100% (indirect) | Non-trading subsidiary | |
The Classic Country Pub Co. Limited | £1 Ordinary Shares | 100% (indirect) | Non-trading subsidiary | |
Mortons Bar & Grill (Bromsgrove) Limited | £1 Ordinary Shares | 100% (indirect) | Non-trading subsidiary |
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16. Leases
This note provides information for leases where the Group is a lessee. For leases where the Group is a lessor, see Note 28.
a) Amounts recognised in the Balance Sheet
| Group | Group | Company | Company | |
| 2025 | 2024 | 2025 | 2024 | |
| Group and Company | £m | £m | £m | £m |
| Right-of-use assets | ||||
Properties | 52.5 | 58.6 | 52.5 | 58.5 |
Equipment | 0.3 | 0.1 | 0.2 | 0.1 |
52.8 | 58.7 | 52.7 | 58.6 | |
| Lease liabilities | ||||
Current | 5.2 | 4.4 | 5.1 | 4.3 |
Non-current | 55.6 | 61.5 | 55.4 | 61.2 |
60.8 | 65.9 | 60.5 | 65.5 |
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:
| Property | Equipment | Total | |
| Group | £m | £m | £m |
Net carrying value as at 1 April 2023 | 66.2 | 0.2 | 66.4 |
Lease amendments 1 | (0.2) | – | (0.2) |
Depreciation | (6.1) | (0.1) | (6.2) |
Impairment | (1.3) | – | (1.3) |
Net carrying value as at 30 March 2024 | 58.6 | 0.1 | 58.7 |
Lease amendments 1 | (0.2) | 0.4 | 0.2 |
Depreciation | (5.9) | (0.2) | (6.1) |
Net carrying value as at 29 March 2025 | 52.5 | 0.3 | 52.8 |
| Property | Equipment | Total | |
| Company | £m | £m | £m |
Net carrying value as at 1 April 2023 | 65.8 | 0.2 | 66.0 |
Lease amendments 1 | (0.2) | – | (0.2) |
Depreciation | (6.0) | (0.1) | (6.1) |
Impairment | (1.1) | – | (1.1) |
Net carrying value as at 30 March 2024 | 58.5 | 0.1 | 58.6 |
Lease amendments 1 | (0.2) | 0.3 | 0.1 |
Depreciation | (5.8) | (0.2) | (6.0) |
Net carrying value as at 29 March 2025 | 52.5 | 0.2 | 52.7 |
1 Lease amendments include lease terminations, modifications, reassessments and extensions to existing lease agreements.
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Continued
16. Leases continued
a) Amounts recognised in the Balance Sheet continued
Set out below are the carrying amounts of lease liabilities (included under interest bearing loans and borrowings) and the
movements during the period:
| Group | Company | |
| £m | £m | |
Net carrying value as at 1 April 2023 | 71.8 | 71.3 |
Lease amendments 1 | (0.3) | (0.2) |
Accretion of interest | 3.1 | 3.1 |
Payments | (8.7) | (8.7) |
Net carrying value as at 30 March 2024 | 65.9 | 65.5 |
Accretion of interest | 3.2 | 3.2 |
Payments | (8.3) | (8.2) |
Net carrying value as at 29 March 2025 | 60.8 | 60.5 |
1 Lease amendments include lease terminations, modifications, reassessments and extensions to existing lease agreements.
A maturity analysis of gross lease liability payments is included within Note 25.
b) Amounts recognised in the Income Statement
| 52 weeks ended | 52 weeks ended | |
| 29 March 2025 | 30 March 2024 | |
| Group | £m | £m |
| Depreciation charge on right-of-use assets | ||
Properties | 5.9 | 6.1 |
Equipment | 0.2 | 0.1 |
6.1 | 6.2 | |
| Interest charge on right-of-use assets | ||
Interest expense (included in finance cost) | 3.2 | 3.1 |
Expense relating to short-term leases and low value assets (included in operating costs) | 0.3 | 0.3 |
| Expense relating to variable lease payments not included in lease liabilities | ||
(included in operating costs) | 4.1 | 3.9 |
Impairment of right-of-use assets | – | 1.3 |
Income from sub-leasing right-of-use assets | (0.1) | (0.2) |
7.5 | 8.4 |
The Group’s total cash outflow in relation to leases is included within Note 21.
Variable lease payments
Some property leases contain variable payment terms that are linked to sales generated from a pub. Variable payment terms are
used for a variety of reasons, including minimising the fixed costs base for newly established pubs. Variable lease payments that
depend on sales are recognised in profit or loss in the period in which the condition that triggers those payments occurs. Variable
lease payments recognised in the income statement in the year ended 29 March 2025 were £4.1 million (2024: £3.9 million).
17. Inve nto r i es
| Group | Group | Company | Company | |
| 2025 | 2024 | 2025 | 2024 | |
| Group and Company | £m | £m | £m | £m |
Stock at retail outlets | 4.6 | 4.0 | 4.6 | 4.0 |
Amounts recognised in profit or loss
Inventories recognised as an expense during the year ended 29 March 2025 amounted to £87.1 million (2024: £88.0 million).
These were included in operating costs. Inventory is stated net of a provision for obsolete stock of £0.3 million (2024: £0.2 million).
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| 2025 | 2024 | |
| Group | £m | £m |
Trade receivables | 2.8 | 2.1 |
Other receivables | 1.9 | 1.7 |
Prepayments and accrued income | 7.3 | 4.6 |
12.0 | 8.4 |
| 2025 | 2024 | |
| Company | £m | £m |
Trade receivables | 2.8 | 2.1 |
Other receivables | 1.9 | 1.7 |
Prepayments and accrued income | 7.3 | 4.6 |
12.0 | 8.4 |
| 2025 | 2024 | |
| Group and Company | £m | £m |
As at 30 March 2024 | 0.8 | 0.8 |
Amounts released for balances written off during the year | (0.2) | – |
As at 29 March 2025 | 0.6 | 0.8 |
| Group | Group | Company | Company | |
| 2025 | 2024 | 2025 | 2024 | |
| Group and Company | £m | £m | £m | £m |
Current | 1.9 | 1.5 | 1.9 | 1.5 |
Overdue up to 30 days | 0.5 | 0.4 | 0.5 | 0.4 |
Overdue between 30 and 60 days | 0.1 | 0.1 | 0.1 | 0.1 |
Overdue between 60 and 90 days | – | – | – | – |
Overdue more than 90 days | 0.9 | 0.9 | 0.9 | 0.9 |
Trade receivables before loss allowance | 3.4 | 2.9 | 3.4 | 2.9 |
Less loss allowance | (0.6) | (0.8) | (0.6) | (0.8) |
Trade receivables net of loss allowance | 2.8 | 2.1 | 2.8 | 2.1 |
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Notes to the Financial Statements
Continued
| Group | Company | |
| Group and Company | £m | £m |
Assets held for sale as at 30 March 2024 | 8.4 | 8.4 |
Assets disposed of during the year | (7. 6) | (7. 6) |
Assets transferred from property, plant and equipment | 2.8 | 2.8 |
Adjustment to fair value | (0.6) | (0.6) |
Assets held for sale as at 29 March 2025 | 3.0 | 3.0 |
| 2025 | 2024 | |
| Group | £m | £m |
Trade payables | 11.5 | 19.2 |
Other tax and social security | 7. 2 | 4.6 |
Other payables | 8.6 | 8.7 |
Accruals | 22.4 | 23.9 |
Contract liabilities | 3.6 | 3.3 |
53.3 | 59.7 |
| 2025 | 2024 | |
| Company | £m | £m |
Trade payables | 11.5 | 19.2 |
Amounts due to subsidiary undertakings | 162.6 | 153.2 |
Other tax and social security | 7. 2 | 4.6 |
Other payables | 8.6 | 8.7 |
Accruals | 22.4 | 23.8 |
Contract liabilities | 3.6 | 3.3 |
215.9 | 212.8 |
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| Group | Group | Company | Company | |
| 2025 | 2024 | 2025 | 2024 | |
| £m | £m | £m | £m | |
Cash at bank and in hand | 13.8 | 12.2 | 13.8 | 12.2 |
| Group | Group | Company | Company | |
| 2025 | 2024 | 2025 | 2024 | |
| Borrowings | £m | £m | £m | £m |
Bank loans | 134.5 | 123.8 | 134.5 | 123.8 |
Debenture stock | 19.9 | 19.9 | 19.9 | 19.9 |
Preference shares | 1.6 | 1.6 | 1.6 | 1.6 |
Total borrowings | 156.0 | 145.3 | 156.0 | 145.3 |
| Analysed as: | ||||
Borrowings within current liabilities | – | – | – | – |
Borrowings within non-current liabilities | 156.0 | 145.3 | 156.0 | 145.3 |
156.0 | 145.3 | 156.0 | 145.3 |
| 2025 | 2024 | |
| £m | £m | |
In the third to fifth year inclusive | 135.3 | 125.0 |
Less: bank loan arrangement fees | (0.8) | (1.2) |
Non-current liabilities | 134.5 | 123.8 |
| 2025 | 2024 | |
| £m | £m | |
Current liabilities | – | – |
In the third to fifth year inclusive – 6.875% Debenture Stock 2028 (1st floating charge) | 20.0 | 20.0 |
Less: discount on issue | (0.1) | (0.1) |
Non-current liabilities | 19.9 | 19.9 |
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Notes to the Financial Statements
Continued
21. Cash, Borrowings and Net Debt continued
| At 30 March 2024 | Cash flows | Non-cash 1 | At 29 March 2025 | |
| 52 weeks ended 29 March 2025 | £m | £m | £m | £m |
| Cash and cash equivalents: | ||||
Cash and short-term deposits | 12.2 | 1.6 | – | 13.8 |
12.2 | 1.6 | – | 13.8 | |
| Financial liabilities: | ||||
Lease liabilities | (65.9) | 8.3 | (3.2) | (60.8) |
(65.9) | 8.3 | (3.2) | (60.8) | |
| Debt: | ||||
Bank loans 2 | (123.8) | (9.5) | (1.2) | (134.5) |
Debenture stock | (19.9) | – | – | (19.9) |
Preference shares | (1.6) | – | – | (1.6) |
Total borrowings | (145.3) | (9. 5) | (1.2) | (156.0) |
Net debt | (199. 0) | 0.4 | (4.4) | (203.0) |
| At 1 April 2023 | Cash flows | Non-cash 1 | At 30 March 2024 | |
| 52 weeks ended 30 March 2024 | £m | £m | £m | £m |
| Cash and cash equivalents: | ||||
Cash and short-term deposits | 14.1 | (1.9) | – | 12.2 |
14.1 | (1.9) | – | 12.2 | |
| Financial liabilities: | ||||
Lease liabilities | (71.8) | 8.7 | (2.8) | (65.9) |
(71.8) | 8.7 | (2.8) | (65.9) | |
| Debt: | ||||
Bank loans 2 | (119. 4) | (4.1) | (0.3) | (123.8) |
Debenture stock | (25.9) | 6.0 | – | (19.9) |
Preference shares | (1.6) | – | – | (1.6) |
Total borrowings | (146.9) | 1.9 | (0.3) | (145.3) |
Net debt | (204.6) | 8.7 | (3.1) | (199.0) |
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| At 30 March 2024 | Cash flows | Non-cash 1 | At 29 March 2025 | |
| 52 weeks ended 29 March 2025 | £m | £m | £m | £m |
| Cash and cash equivalents: | ||||
Cash and short-term deposits | 12.2 | 1.6 | – | 13.8 |
12.2 | 1.6 | – | 13.8 | |
| Financial liabilities: | ||||
Lease liabilities | (65.5) | 8.2 | (3.2) | (60.5) |
(65.5) | 8.2 | (3.2) | (60.5) | |
| Debt: | ||||
Bank loans 2 | (123.8) | (9.5) | (1.2) | (134.5) |
Debenture stock | (19.9) | – | – | (19.9) |
Preference shares | (1.6) | – | – | (1.6) |
Total borrowings | (145.3) | (9. 5) | (1.2) | (156.0) |
Net debt | (198.6) | 0.3 | (4.4) | (202.7) |
| At 1 April 2023 | Cash flows | Non-cash 1 | At 30 March 2024 | |
| 52 weeks ended 30 March 2024 | £m | £m | £m | £m |
| Cash and cash equivalents: | ||||
Cash and short-term deposits | 14.1 | (1.9) | – | 12.2 |
14.1 | (1.9) | – | 12.2 | |
| Financial liabilities: | ||||
Lease liabilities | (71.3) | 8.7 | (2.9) | (65.5) |
(71.3) | 8.7 | (2.9) | (65.5) | |
| Debt: | ||||
Bank loans 2 | (119. 4) | (4.1) | (0.3) | (123.8) |
Debenture stock | (25.9) | 6.0 | – | (19.9) |
Preference shares | (1.6) | – | – | (1.6) |
Total borrowings | (146.9) | 1.9 | (0.3) | (145.3) |
Net debt | (204.1) | 8.7 | (3.2) | (198.6) |
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Continued
| 52 weeks ended | 52 weeks ended | |
| 29 March 2025 | 30 March 2024 | |
| Group and Company | £m | £m |
| Total amounts (credited) / charged in respect of pensions in the year | ||
| (Credited) / charged to Income Statement: | ||
Defined benefit scheme – net finance credit – separately disclosed items | (0.8) | (0.7) |
Defined contribution schemes – total operating charge | 2.3 | 2.2 |
1.5 | 1.5 | |
| Charge to equity: | ||
Defined benefit schemes – net actuarial losses | 18.3 | 0.3 |
Total pension charge | 19.8 | 1.8 |
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| 2025 | 2024 | |
| Mortality assumptions | Years | Years |
Current pensioners (at 65) – males | 21.4 | 21.4 |
Current pensioners (at 65) – females | 23.8 | 23.8 |
Future pensioners (at 65) – males | 22.7 | 22.7 |
Future pensioners (at 65) – females | 25.2 | 25.2 |
Key financial assumptions used in the valuation of the Scheme | 2025 | 2024 |
Rate of increase in pensions in payment | 2.95% | 3.05% |
Discount rate | 5.75% | 4.85% |
Inflation assumption – RPI | 3.00% | 3.10% |
Inflation assumption – CPI (pre-2030 / post-2030) | 2.10% / 3.00% | 2.20% / 3.10% |
| 2025 | 2024 | |
Impact on Scheme liabilities – increase / (decrease) 1 | £m | £m |
Increase discount rate by 0.1% | (0.9) | (1.1) |
Increase inflation assumption by 0.1% 2 | 0.8 | 0.7 |
Increase life expectancies by 1 year | 3.6 | 4.0 |
| At 29 March 2025 | At 30 March 2024 | |
| Assets in the Scheme | £m | £m |
Corporate bonds | – | 46.0 |
Index linked debt instruments | 1.3 | 31.6 |
Overseas equities | – | 8.0 |
Alternatives 1 | – | 20.8 |
Cash | 1.3 | 3.6 |
Annuities | 83.4 | 2.3 |
Total market value of assets | 86.0 | 112 . 3 |
| 2025 | 2024 | |
| £m | £m | |
Fair value of Scheme assets | 86.0 | 112 . 3 |
Present value of Scheme liabilities | (85.6) | (95.0) |
Surplus in the Scheme | 0.4 | 17. 3 |
| 2025 | 2024 | |
| £m | £m | |
Retirement benefit obligations – funded | 1.6 | 18.7 |
Retirement benefit obligations – unfunded | (1.2) | (1.4) |
Surplus in the Scheme | 0.4 | 17. 3 |
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Notes to the Financial Statements
Continued
22. Pensions continued
c) Defined benefit plans – Group and Company continued
Defined benefit obligation | Fair value of Scheme assets | Net defined benefit surplus | ||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
| £m | £m | £m | £m | £m | £m | |
Balance at beginning of the year | (95.0) | (98.8) | 112.3 | 113. 4 | 17.3 | 14.6 |
| Included in profit and loss | ||||||
Net interest credit | (4.5) | (4.6) | 5.3 | 5.3 | 0.8 | 0.7 |
Administration expenses | – | – | (0.1) | (0.3) | (0.1) | (0.3) |
Past service costs | (0.8) | – | – | – | (0.8) | – |
(5.3) | (4.6) | 5.2 | 5.0 | (0.1) | 0.4 | |
| Included in other comprehensive income | ||||||
| Actuarial gains / (losses) relating to: | ||||||
| Actual return less expected return | ||||||
on Scheme’s assets | – | – | (28.2) | (4.0) | (28.2) | (4.0) |
| Experience gains / (losses) arising | ||||||
on Scheme liabilities | 9.9 | 3.7 | – | – | 9.9 | 3.7 |
9.9 | 3.7 | (28.2) | (4.0) | (18.3) | (0.3) | |
Other Employee contributions | – | – | 1.5 | 2.6 | 1.5 | 2.6 |
Benefits paid | 4.8 | 4.7 | (4.8) | (4.7) | – | – |
4.8 | 4.7 | (3.3) | (2.1) | 1.5 | 2.6 | |
Balance at end of the year | (85.6) | (95.0) | 86.0 | 112 . 3 | 0.4 | 17. 3 |
| First 6% cumulative | Second 8% cumulative | ||
| preference share of £1 each | preference share of £1 each | Total | |
| Authorised, issued and fully paid share capital | Number | Number | Number |
| Number authorised and in issue: | ‘000s | ‘000s | ‘000s |
At 29 March 2025 and 30 March 2024 | 400 | 1,200 | 1,600 |
Monetary amount: | £m | £m | £m |
At 29 March 2025 and 30 March 2024 | 0.4 | 1.2 | 1.6 |
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24. Provisions
| Legal claims | ||
| 2025 | 2024 | |
| Group and Company | £m | £m |
Balance at the beginning of the year | 0.8 | 0.5 |
Arising during the year | 0.1 | 0.3 |
Released during the year | (0.5) | – |
Balance at the end of the year | 0.4 | 0.8 |
| 2025 | 2024 | |
| Analysed as: | £m | £m |
Due within one year | 0.4 | 0.8 |
Due in more than one year | – | – |
0.4 | 0.8 |
Further information has not been disclosed about the legal claims as they are ongoing disputes and could negatively impact the
outcome of the negotiations.
| 2025 | 2024 | |
| Group | £m | £m |
Ordinary share capital | 23.8 | 25.4 |
Share premium | 53.2 | 53.2 |
Capital redemption reserve | 5.3 | 3.7 |
Retained earnings | 359.5 | 381.9 |
Preference shares | 1.6 | 1.6 |
443.4 | 465.8 |
| 2025 | 2024 | |
| Company | £m | £m |
Ordinary share capital | 23.8 | 25.4 |
Share premium | 53.2 | 53.2 |
Capital redemption reserve | 5.3 | 3.7 |
Merger reserve | (10.6) | (1.6) |
Retained earnings | 292.4 | 316.0 |
Preference shares | 1.6 | 1.6 |
365.7 | 398.3 |
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Notes to the Financial Statements
Continued
25. Financial Instruments continued
b) Categories of financial assets and liabilities
| 2025 | 2024 | |
| Group | £m | £m |
| Non-current assets | ||
Derivative financial instruments used for hedging | – | 0.1 |
Total non-current assets | – | 0.1 |
| Current assets | ||
Trade and other receivables in scope of IFRS 9 | 2.8 | 2.1 |
Total current assets | 2.8 | 2.1 |
Total financial assets | 2.8 | 2.2 |
| Current liabilities | ||
| Financial liabilities at amortised cost: | ||
Trade and other payables in scope of IFRS 9 | 15.5 | 23.3 |
Lease liabilities | 5.2 | 4.4 |
Total carried at amortised cost | 20.7 | 2 7. 7 |
Total current liabilities | 20.7 | 2 7. 7 |
| Non-current liabilities | ||
| Financial liabilities at amortised cost: | ||
Lease liabilities | 55.6 | 61.5 |
Loans and debenture stock | 154.4 | 143.7 |
Preference shares | 1.6 | 1.6 |
Total carried at amortised cost | 211.6 | 206.8 |
Total non-current liabilities | 211.6 | 206.8 |
Total financial liabilities | 232.3 | 234.5 |
| 2025 | 2024 | |
| Company | £m | £m |
| Non-current assets | ||
Derivative financial instruments used for hedging | – | 0.1 |
Total non-current assets | – | 0.1 |
| Current assets | ||
Trade and other receivables in scope of IFRS 9 | 2.8 | 2.1 |
Total current assets | 2.8 | 2.1 |
Total financial assets | 2.8 | 2.2 |
| Current liabilities | ||
| Financial liabilities at amortised cost: | ||
Trade and other payables in scope of IFRS 9 | 178.1 | 176.5 |
Lease liabilities | 5.1 | 4.3 |
Total carried at amortised cost | 183.2 | 180.8 |
Total current liabilities | 183.2 | 180.8 |
| Non-current liabilities | ||
| Financial liabilities at amortised cost: | ||
Lease liabilities | 55.4 | 61.2 |
Loans and debenture stock | 154.4 | 143.7 |
Preference shares | 1.6 | 1.6 |
Total carried at amortised cost | 211. 4 | 206.5 |
Total non-current liabilities | 211. 4 | 206.5 |
Total financial liabilities | 394.6 | 3 87. 3 |
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Group | Company 1 | |||
| 2025 | 2024 | 2025 | 2024 | |
| Impact on post-tax profit and net equity – increase / (decrease) | £m | £m | £m | £m |
Decrease interest rate by 1.0% (2024: 0.5%) | 1.4 | 0.7 | 1.9 | 1.2 |
Increase interest rate by 1.0% (2024: 1.0%) | (1.2) | (1.1) | (2.3) | (2.1) |
Annual Report and Accounts 2025
159
Overview Strategic Report Governance Financial Statements Additional Information
Notes to the Financial Statements
Continued
25. Financial Instruments continued
c) Financial risks – Group and Company continued
| On | Less than | 3 to 12 | 1 to 5 | 6 to 10 | More than | ||
| demand | 3 months | months | years | years | 10 years | Total | |
| Group at 29 March 2025 | £m | £m | £m | £m | £m | £m | £m |
Interest bearing loans and borrowings | – | 2.5 | 7.5 | 178.4 | – | – | 188.4 |
Preference shares 1 | – | – | 0.1 | 0.5 | 0.6 | 2.8 | 4.0 |
Trade and other payables | 11.5 | 3.5 | 0.5 | – | – | – | 15.5 |
Lease liabilities | – | 1.7 | 5.3 | 28.0 | 25.1 | 22.2 | 82.3 |
| On | Less than | 3 to 12 | 1 to 5 | 6 to 10 | More than | ||
| demand | 3 months | months | years | years | 10 years | Total | |
| Group at 30 March 2024 | £m | £m | £m | £m | £m | £m | £m |
Interest bearing loans and borrowings | – | 2.9 | 8.7 | 170.2 | – | – | 181.8 |
Preference shares 1 | – | – | 0.1 | 0.5 | 0.6 | 2.8 | 4.0 |
Trade and other payables | 19.2 | 3.3 | 0.8 | – | – | – | 23.3 |
Lease liabilities | – | 2.1 | 6.3 | 29.0 | 28.0 | 28.3 | 93.7 |
| On | Less than | 3 to 12 | 1 to 5 | 6 to 10 | More than | ||
| demand | 3 months | months | years | years | 10 years | Total | |
| Company at 29 March 2025 | £m | £m | £m | £m | £m | £m | £m |
Amounts due to subsidiary undertakings 2 | 162.6 | – | – | – | – | – | 162.6 |
Trade and other payables | 11.5 | 3.5 | 0.5 | – | – | – | 15.5 |
Lease liabilities | – | 1.6 | 4.9 | 26.8 | 24.3 | 22.2 | 79.8 |
| On | Less than | 3 to 12 | 1 to 5 | 6 to 10 | More than | ||
| demand | 3 months | months | years | years | 10 years | Total | |
| Company at 30 March 2024 | £m | £m | £m | £m | £m | £m | £m |
Amounts due to subsidiary undertakings 2 | 153.2 | – | – | – | – | – | 153.2 |
Trade and other payables | 19.2 | 3.3 | 0.8 | – | – | – | 23.3 |
Lease liabilities | – | 2.1 | 6.2 | 28.8 | 28.1 | 28.3 | 93.5 |
Fuller, Smith & Turner P.L.C.
160
Book value | Fair value | ||||
| 2025 | 2024 | 2025 | 2024 | ||
| Group | £m | £m | £m | £m | Fair value Level |
| Financial assets | |||||
Interest rate collar | – | 0.1 | – | 0.1 | 3 |
| Financial liabilities | |||||
Fixed rate borrowings | (19.9) | (19.9) | (23.0) | (23.0) | 3 |
Floating rate borrowings | (134.5) | (123.8) | (134.5) | (123.8) | 3 |
Preference shares | (1.6) | (1.6) | (1.6) | (1.6) | 3 |
26. Share Capital and Reserves
| "A" Ordinary | “C" Ordinary Shares | "B" Ordinary Shares | |||
| Shares of 40p each | of 40p each | of 4p each | Total | ||
| Number | Number | Number | Number | ||
| Authorised, issued and fully paid Number in issue | ‘000s | '000s | '000s | '000s | |
At 30 March 2024 | 41,182 | 13,366 | 89,052 | 143,600 | |
Cancellation of shares | (3,900) | – | – | (3,900) | |
“C” to “A” re-designation | 40 | (40) | – | – | |
At 29 March 2025 | 37,32 | 2 | 13,326 | 89,052 | 139,700 |
Proportion of total equity shares at 29 March 2025 | 26.7% | 9.5% | 63.8% | 100.0% | |
Monetary amount | £m | £m | £m | £m | |
At 30 March 2024 | 16.5 | 5.3 | 3.6 | 25.4 | |
At 29 March 2025 | 14.9 | 5.3 | 3.6 | 23.8 |
Annual Report and Accounts 2025
161
Overview Strategic Report Governance Financial Statements Additional Information
Notes to the Financial Statements
Continued
26. Share Capital and Reserves continued
Treasury shares | LTIP ESOT | SIP ESOT | Total | ||||||
| "A" Ordinary | "B" Ordinary | "B" Ordinary | "C" Ordinary | "A" Ordinary | "A" Ordinary | "B" Ordinary | "C" Ordinary | ||
| 40p Shares | 4p Shares | 4p Shares | 40p Shares | 40p Shares | 40p Shares | 4p Shares | 40p Shares | Own shares | |
| Number | ‘000s | ‘000s | ‘000s | ‘000s | ‘000s | ‘000s | ‘000s | ‘000s | ‘000s |
At 1 April 2023 | 2,252 | 4,328 | 326 | 6 | 5 | 2,257 | 4,654 | 6 | 6,917 |
Shares purchased | 2,018 | – | – | – | – | 2,018 | – | – | 2,018 |
Shares released | (126) | – | – | – | – | (126) | – | – | (126) |
At 30 March 2024 | 4,144 | 4,328 | 326 | 6 | 5 | 4,149 | 4,654 | 6 | 8,809 |
Shares purchased | 3,628 | – | 238 | – | – | 3,628 | 238 | – | 3,866 |
Shares released | (32) | – | – | – | – | (32) | – | – | (32) |
Shares cancelled | (3,900) | – | – | – | – | (3,900) | – | – | (3,900) |
At 29 March 2025 | 3,840 | 4,328 | 564 | 6 | 5 | 3,845 | 4,892 | 6 | 8,743 |
Monetary amount | £m | £m | £m | £m | £m | £m | £m | £m | £m |
At 1 April 2023 | 16.5 | 4.3 | 0.3 | 0.1 | 0.1 | 16.6 | 4.6 | 0.1 | 21.3 |
Shares purchased | 12.4 | – | – | – | – | 12.4 | – | – | 12.4 |
Shares released | (0.8) | – | – | – | – | (0.8) | – | – | (0.8) |
At 30 March 2024 | 28.1 | 4.3 | 0.3 | 0.1 | 0.1 | 28.2 | 4.6 | 0.1 | 32.9 |
Shares purchased | 23.7 | – | 0.2 | – | – | 23.7 | 0.2 | – | 23.9 |
Shares released | (0.1) | – | – | – | – | (0.1) | – | – | (0.1) |
Shares cancelled | (26.6) | – | – | – | – | (26.6) | – | – | (26.6) |
At 29 March 2025 | 25.1 | 4.3 | 0.5 | 0.1 | 0.1 | 25.2 | 4.8 | 0.1 | 30.1 |
Market value at 29 March 2025 | 20.6 | 2.3 | 0.3 | – | – | 20.6 | 2.6 | – | 23.2 |
Fuller, Smith & Turner P.L.C.
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Annual Report and Accounts 2025
163
Overview Strategic Report Governance Financial Statements Additional Information
Notes to the Financial Statements
Continued
27. Share Options and Share Schemes continued
| Number | Number | |||
| 2025 | 2025 | 2024 | 2024 | |
| ‘000s | WAEP | ‘000s | WAEP | |
Outstanding at the beginning of the year | 424 | £4.74 | 470 | £4.49 |
Granted | 93 | £5.52 | 136 | £5.25 |
Forfeited | (61) | £4.75 | (54) | £4.68 |
Expired | – | – | (2) | £4.20 |
Exercised | (32) | £4.73 | (126) | £4.35 |
Outstanding at the end of the year | 424 | £4.90 | 424 | £ 4 .74 |
Exercisable at the end of the year | 26 | £5.43 | 13 | n/a |
Weighted average share price for options exercised in the year | £6.39 | £5.81 | ||
| Weighted average contractual life remaining for share options | ||||
outstanding at the year end | 2.3 years | 2.7 years | ||
Weighted average share price for options granted in the year | £6.24 | £6.74 | ||
Weighted average fair value of options granted during the year | £1.79 | £2.85 | ||
| Range of exercise prices for options outstanding at the year end | ||||
– from | £4.19 | £4.19 | ||
– to | £5.52 | £5.43 |
| Number of “A" | Number of “A" | ||
| Ordinary Shares | Ordinary Shares | ||
| Exercise price | under option | under option | |
| 40p Shares | 2025 | 2024 | |
| Exercisable at | £ | ‘000s | '000s |
November 2023 | 4.35 | – | 13 |
February 2025 | 5.43 | 26 | 38 |
November 2025 | 4.35 | 90 | 107 |
February 2026 | 4.19 | 65 | 80 |
February 2027 | 5.43 | 20 | 22 |
February 2027 | 5.25 | 99 | 116 |
February 2028 | 4.19 | 26 | 32 |
February 2028 | 5.51 | 55 | – |
February 2029 | 5.52 | 16 | 16 |
February 2030 | 5.51 | 27 | – |
424 | 424 |
Fuller, Smith & Turner P.L.C.
164
b) Share option schemes
| Executive Share Option Scheme | ||||
| 2025 | 2024 | |||
| Number | 2025 | Number | 2024 | |
| '000s | WAEP | '000s | WAEP | |
Outstanding at the beginning of the year | 308 | £6.00 | 185 | £7.46 |
Granted | 38 | £6.88 | 307 | £6.00 |
Lapsed | (16) | £6.00 | (153) | £6.95 |
Surrendered | – | £0.00 | (31) | £6.62 |
Outstanding at the end of the year | 330 | £6.13 | 308 | £6.00 |
Exercisable at the end of the year | – | – | – | – |
Weighted average share price for options exercised in the year | n/a | n/a | ||
| Weighted average contractual life remaining for share options | ||||
outstanding at the year end | 8.32 years | 9.29 yea rs | ||
Weighted average share price for options granted in the year | £6.96 | £5.80 | ||
Weighted average fair value of options granted during the year | £1.46 | £1.81 | ||
| Range of exercise prices for options outstanding at the year end | ||||
– from | £6.00 | £6.00 | ||
– to | £10.90 | £6.00 |
| Executive Approved Scheme | |||
| Number of “A" | Number of “A" | ||
| Ordinary Shares | Ordinary Shares | ||
| Exercise price | under option | under option | |
| 40p Shares | 2025 | 2024 | |
| Exercisable in / between | £ | '000s | '000s |
2018 and 2025 | 10.90 | 3 | – |
2025 and 2032 | 6.00 | 11 | 11 |
2026 and 2033 | 6.00 | 281 | 297 |
2027 and 2034 | 6.88 | 35 | – |
330 | 308 |
| 2025 | 2025 | 2024 | 2024 | |
| "A" Shares | "B" Shares | "A" Shares | "B" Shares | |
| Number | Number | Number | Number | |
| Shares | ‘000s | ‘000s | ‘000s | ‘000s |
Outstanding at the beginning of the year | 1,056 | 2,638 | 926 | 2,313 |
Granted | 269 | 673 | 297 | 74 3 |
Lapsed | (445) | (1,113) | (167) | (418) |
Outstanding at the end of the year | 880 | 2,198 | 1,056 | 2,638 |
Weighted average share price for shares vested in the year | n/a | n/a | n/a | n/a |
| For shares outstanding at the year end, the weighted average | ||||
contractual life remaining is | 1.16 years | 1.16 years | 1.18 years | 1.18 years |
Weighted average share price for shares granted in the year | £6.96 | £0.70 | £5.80 | £0.58 |
Weighted average fair value of shares granted during the year | £5.48 | £0.55 | £5.48 | £0.55 |
Annual Report and Accounts 2025
165
Overview Strategic Report Governance Financial Statements Additional Information
Notes to the Financial Statements
Continued
27. Share Options and Share Schemes continued
| 2025 | 2024 | |
| Number | Number | |
| ‘000s | '000s | |
Outstanding at the beginning of the year | 18 | 41 |
Released | (18) | (23) |
Outstanding at the end of the year | – | 18 |
Weighted average share price for shares released in the year | £6.55 | £6.26 |
For shares outstanding at the year end, the weighted average contractual life remaining is | n/a | 0.22 years |
Weighted average share price for shares granted during the year | n/a | n/a |
Weighted average fair value of shares granted during the year | n/a | n/a |
LTIP scheme | SAYE | Executive Share Option Scheme | ||||
Fair value inputs | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
Dividend yield (%) | n/a | n/a | 2.2% | 1.7%-2.2% | 2.6% | 1.9% |
Expected share price volatility (%) | n/a | n/a | 29.0 % - 37. 2% | 38.5%-40.0% | 29.0% | 41.1% |
Risk-free interest rate (%) | 4.4% | 4.1% | 4.0% | 4.1% | 4.4% | 4.1% |
Expected life of option / award (years) | 3 years | 3 years | 3 to 5 years | 3 to 5 years | 4 years | 4 years |
Model used | Black | Black | Black | Black | Black | Black |
| Scholes | Scholes | Scholes | Scholes | Scholes | Scholes |
Fuller, Smith & Turner P.L.C.
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Investment properties | Property, plant and equipment | |||
| 2025 | 2024 | 2025 | 2024 | |
| Group | £m | £m | £m | £m |
Within one year | 0.2 | 0.3 | 6.3 | 6.4 |
One to two years | 0.2 | 0.2 | 4.7 | 4.6 |
Two to three years | 0.1 | 0.2 | 3.6 | 3.3 |
Three to four years | 0.1 | 0.1 | 1.8 | 2.2 |
Four to five years | 0.1 | 0.1 | – | 0.1 |
After five years | 0.3 | 0.3 | 0.6 | 0.4 |
1.0 | 1.2 | 17.0 | 17. 0 |
Investment properties | Property, plant and equipment | |||
| 2025 | 2024 | 2025 | 2024 | |
| Company | £m | £m | £m | £m |
Within one year | 0.2 | 0.3 | 6.3 | 6.4 |
One to two years | 0.2 | 0.2 | 4.7 | 4.6 |
Two to three years | 0.1 | 0.2 | 3.6 | 3.3 |
Three to four years | 0.1 | 0.1 | 1.8 | 2.2 |
Four to five years | 0.1 | 0.1 | – | 0.1 |
After five years | 0.3 | 0.3 | 0.6 | 0.4 |
1.0 | 1.2 | 17.0 | 17. 0 |
| 2025 | 2024 | |
| Group and Company | £m | £m |
Capital commitments – authorised, contracted but not provided for | 2.2 | 1.8 |
Annual Report and Accounts 2025
167
Overview Strategic Report Governance Financial Statements Additional Information
Notes to the Financial Statements
Continued
| 52 weeks ended | 52 weeks ended | |
| 29 March 2025 | 30 March 2024 | |
| Compensation of key management personnel (including Directors) | £m | £m |
Short-term employee benefits | 4.0 | 2.8 |
Post-employment benefits | 0.3 | 0.3 |
4.3 | 3.1 |
| Sales to | Purchases | Interest due | Interest due | Amounts due | Amounts due | |
| related | from related | from related | to related | to related | from related | |
| 52 weeks ended | parties | parties | parties | parties | parties | parties |
| 30 March 2025 | £m | £m | £m | £m | £m | £m |
Subsidiaries | – | 92.0 | – | 10.9 | (162.6) | – |
| Sales to | Purchases | Interest due | Interest due | Amounts due | Amounts due | |
| related | from related | from related | to related | to related | from related | |
| 53 weeks ended | parties | parties | parties | parties | parties | parties |
| 1 April 2024 (restated) | £m | £m | £m | £m | £m | £m |
Subsidiaries | – | 85.6 | – | 10.2 | (153.2) | – |
Fuller, Smith & Turner P.L.C.
168
Company | Company Number | |
Griffin Catering Services Limited | 01577632 | |
Jacomb Guinness Limited | 02934979 | |
George Gale and Company Limited | 00026330 | |
45 Woodfield Limited | 04279254 | |
Grand Canal Trading Limited | 04271734 | |
B & D Country Inns I Limited | 07292333 | |
B & D Country Inns II Limited | 08029280 | |
B & D (Cookham) Limited | 07320065 | |
B & D (Odiham) Limited 1 | 08377459 | |
B & D (Reading) Limited | 07309587 | |
B & D (Win) Limited | 07320245 | |
B & D (Farnham) Limited 2 | 08392963 | |
B & D (Kingsclere) Limited 1 | 08975762 | |
RSH 200 | Limited | 12035987 |
Cotswold Inns & Hotels Limited | 03309179 | |
Mortons Bar & Grill Limited | 04922277 | |
Mortons Bar & Grill (Alcester) Limited | 09001683 | |
Mortons Catering Limited | 02824757 | |
The Classic Country Pub Co. Limited | 03588736 | |
Mortons Bar & Grill (Bromsgrove) Limited | 08495675 |
Company | Company Number |
Griffin Inns Ltd. | 00495934 |
Ringwoods Limited | 00178536 |
F.S.T. Trustee Limited | 03163480 |
Fuller Smith & Turner Estates Limited | 01831674 |
Annual Report and Accounts 2025
169
Overview Strategic Report Governance Financial Statements Additional Information
Chairman
Michael Turner, FCA, Chairman
Executive Directors
Simon Emeny, Chief Executive
Neil Smith, ACA, Finance Director
Fred Turner, ACA, Retail Director
Dawn Browne, People & Talent Director
Non-Executive Directors
Juliette Stacey, ACA*
Sir James Fuller Bt
Richard Fuller
Robin Rowland, OBE*
Jane Bednall*
President: Anthony Fuller, CBE
Chairman from 1982 to 2007, Anthony Fuller retired from the
Board in 2010 after a long career with Fuller’s and continues
as President.
Directors, Advisors and Other Information
Additional Information
Registrars
Any enquiries relating to shareholdings on the share register
(for example, change of address, bank mandates,
communication preferences) should be sent to the Company’s
Registrars, Computershare. You can also manage your
shareholding online at www.computershare.com/investor/uk.
Shareholders may at any time choose to receive
notification of the availability of corporate communications
on Fuller’s website by e-mail or choose to receive them
in printed form. To receive notifications of the availability
of a corporate communication by e-mail, or revoke or
amend an instruction to receive such notifications by e-mail,
go to www.computershare.com/investor/uk or contact
Computershare, quoting your shareholder reference number.
Shareholder Privileges
Individual shareholders with at least 1,000 “A" or “C" Ordinary
Shares or 10,000 “B" Ordinary Shares are eligible to receive a
Shareholder Inndulgence Card. For any individual issued with
aCard prior to 1 April 2022, continued eligibility will be based
onthe eligibility criteria at the time of issue, being at least
500 “A" or “C" Ordinary Shares or 5,000 “B" Ordinary Shares.
Card holders are entitled to a 15% discount on food and drinks
in any of our Managed Pubs and Hotels, including Bel & The
Dragon, Cotswold Inns & Hotels and Lovely Pubs. It also offers
a 15% discount on the Best Flexible Rate or Standard Flexible
B&B Rate for bedrooms by Fuller’s, Bel & The Dragon and Lovely
Pubs accommodation. There is currently no accommodation
discount available with the Card at any of the Cotswold
Inns & Hotel sites. Further information is available from the
CompanySecretariat.
Redesignation of “C” Ordinary Shares
"C" Ordinary Shares can be redesignated as “A" Ordinary
Shares within 30 days of the full year and half year
announcements by sending in your certificates and a written
instruction to redesignate prior to or during the period to the
Company’sRegistrars.
ShareGift
The Orr Mackintosh Foundation operates a charity share
donation scheme for shareholders with small parcels of
shares whose value makes it uneconomic to sell them. If you
have a small number of shares and would like to donate
them to charity, details of the scheme can be found on the
ShareGift website, www.sharegift.org, or by contacting the
CompanySecretariat.
Financial Calendar and Key Dates
11 June 2025 FY2025 Full year results announcement
22 July 2025 Annual General Meeting (11am)
24 July 2025 FY2025 Dividend payment
12 November 2025 FY2026 Half year results announcement
Secretary and Registered Office: Rachel Spencer
Tel: 020 8996 2105
E-mail: [email protected]
Registered Number: 241882
Auditors: Ernst & Young LLP
1 More London Place
London SE1 2AF
Stockbrokers: Deutsche Numis
Deutsche Bank AG
45 Gresham Street
London EC2V 7BF
Registrars: Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS13 8AE
Tel: 0370 889 4096
E-mail via website:
www.investorcentre.co.uk/contactus
* Independent
Fuller, Smith & Turner P.L.C.170
Glossary
Adjusted earnings
per share (“EPS”)
Earnings per share, adjusted for separately disclosed items. The Directors believe that this
measure provides useful information for shareholders as to the performance of the Group.
Adjusted profits Profit before tax and before separately disclosed items.
CRM Customer Relationship Management.
Drinks, food and accommodation
like for like sales growth
Measured on the same basis as “Managed Pubs and Hotels invested like for like sales growth”
below.
Adjusted EBITDA Earnings before interest, tax, depreciation, profit on disposal of plant and equipment,
and amortisation, adjusted for separately disclosed items.
ESOS Executive Share Option Scheme.
LTIP Long-Term Incentive Plan.
LTSA Long-term supply agreement.
Managed Pubs and Hotels
invested like for like sales growth
Sales growth calculated to exclude those pubs which have not been trading throughout
the two years for the corresponding period in both years. The principal exclusions from
this measure are: pubs purchased or sold in the last 12 months; sites which are closed;
and pubs which are transferred to Tenancy.
Market capitalisation Only the Company’s 40p “A" Ordinary Shares are listed. The Company calculates its market
capitalisation as the total of all classes of Ordinary Shares; i.e. listed 40p “A" Ordinary Shares,
unlisted 4p “B" Ordinary Shares and unlisted 40p “C" Ordinary Shares plus all potentially
awardable share options and LTIP awards less any shares held in treasury. For the purposes of
the calculation of market capitalisation, a 4p “B" Ordinary Share is treated as having 10% of
the market value of a quoted 40p “A” Ordinary Share and a 40p “C" Ordinary Share is treated
as having an equivalent value to a 40p “A" Ordinary Share.
Net debt Comprises cash, bank loans, debenture stock, preference shares and lease liabilities net of
debt issue costs.
NPS Net Promoter Score, a metric used to measure customer satisfaction.
Operating profit Profit before finance costs and tax and profit on disposal of properties.
RevPAR Calculated by dividing total room revenue by the total number of rooms available in the
period being measured.
SAYE Savings Related Share Option Scheme.
SIP Share Incentive Plan.
TCFD Task Force on Climate-Related Financial Disclosures, a framework developed by the Financial
Stability Board for companies to report on how climate change will affect their business.
Total annual dividend Total annual dividend for a financial year comprises interim dividends paid during the
financial year and the final dividend proposed for approval by shareholders at the Annual
General Meeting after the completion of the financial year.
Unnecessary plastic Eliminating all plastic which is used instantaneously but is unnecessary for food safety purposes
and its removal will not lead to unintended environmental consequences by its removal, such
as increased waste or carbon emissions.
Working capital Calculated as current assets (trade receivables and inventory) less current liabilities
(trade and other payables).
Annual Report and Accounts 2025
171
Overview Strategic Report Governance Financial Statements Additional Information
Five Years’ Progress
Group Income Statement
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Revenue and other income 376.3 359.1 336.6 253.8 73.4
Operating profit before separately disclosed items 40.4 34.5 25.1 18.5 (40.3)
Finance costs before separately disclosed items (13.4) (14.0) (12.4) (11. 3 ) (8.4)
Adjusted profit / (loss) before tax 27.0 20.5 12.7 7.2 (48.7)
Exceptional items 6.8 (6.1) (2.4) 4.3 (10.5)
Profit / (loss) before tax 33.8 14.4 10.3 11. 5 (59.2)
Taxation (6.6) (5.3) (2.4) (4.4) 9.6
Profit / (loss) after tax 27. 2 9.1 7. 9 7.1 (49.6)
Adjusted EBITDA 67. 6 60.8 51.8 44.3 (13.1)
Assets employed
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Non-current assets 668.5 689.5 696.4 713.8 702.5
Inventories 4.6 4.0 4.2 3.6 2.1
Other current assets 12.0 8.5 10.9 11. 3 15.5
Assets classified as held for sale 3.0 8.4 7. 0 5.4 9.6
Cash and cash equivalents 13.8 12.2 14.1 15.6 17.1
701.9 722.6 732.6 749.7 746. 8
Current borrowings – – (6.0) (120.0) ( 2 07. 7 )
Other current liabilities (59.1) (64.9) (59.9) (64.5) (39. 4)
642.8 6 5 7. 7 666.7 565.2 499. 7
Non-current borrowings (156.0) (145.3) (140.9) (2 7. 5) (2 7. 5)
Other non-current liabilities (75.1) (81.1) (83.2) (88.5) (92.7)
Net assets 411.7 431.3 442.6 449. 2 379.5
2025 2024 2023 2022 2021
Per 40p “A" Ordinary Share
Adjusted earnings 34.22p 24.48p 16.10p 9.79p (73.00)p
Basic earnings 47.49p 15.16p 12.98p 11.59p (89.84)p
Dividends (interim and proposed final) 19.76p 17.75p 14.68p 11.31p –
Net assets £7.19 £7.18 £7.27 £7.27 £6.87
Net debt (£ million)
1
(203.0) (199.0) (204.6) (212.6) (308.0)
Gross capital expenditure (£ million) 52.0 27.2 30.7 25.8 16.5
Average number of employees 5,311 5,293 5,247 4,240 4,219
1 Net debt includes amounts relating to leases under IFRS 16.
Fuller, Smith & Turner P.L.C.172
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of material from well-managed, FSC
®
-certified forests and other controlled sources.
This publication has been manufactured using 100% offshore wind electricity sourced
from UK wind.
100% of the inks used are vegetable oil based, 95% of press chemicals are recycled
for further use and, on average 99% of any waste associated with this production will
be recycled and the remaining 1% used to generate energy.
The paper is Carbon Balanced with World Land Trust, an international conservation
charity, who offset carbon emissions through the purchase and preservation of
high conservation value land. Through protecting standing forests under threat
of clearance, carbon is locked-in that would otherwise be released.
CBP031362
Annual Report and Accounts 2025 173
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Fuller, Smith & Turner P.L.C. Annual Report and Accounts 2025