SSP Group plc
Annual Report and Accounts 2025
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Contents
Who we are
Corporate governance report
83 Letter from the Chair
84 Governance at a glance
85 Our Board at a glance
86 Board of Directors
88 Governance framework
89 Division of responsibilities
90 How the Board operates
91 Board activities in the year
92 Interacting with our stakeholders
93 A message from our ENED
94 How the Board monitors
and assesses culture
96 Board decision-making in action
97 Compliance with the UK Corporate
Governance Code
100 Nomination Committee Report
110 Audit Committee Report
118 Remuneration Committee Report
149 Directors’ Report
153 Directors’ responsibility statement
Financial statements
155 Independent auditor’s report
to the members of SSP Group plc
164 Consolidated income statement
165 Consolidated statement of other
comprehensive income
166 Consolidated balance sheet
167 Consolidated statement of changes in equity
168 Consolidated cash flow statement
169 Notes to consolidated financial statements
201 Company balance sheet
202 Company statement of changes in equity
203 Notes to Company financial statements
215 Glossary
216 Company information
Overview
01 Our 2025 highlights
02 Our global footprint
03 Leading market positions
04 Our strategy
05 Our investment case
Strategic report
07 Chair’s statement
09 CEO’s statement
12 Understanding the travel F&B market
16 Our business model
18 Our strategy
24 Our people and culture
25 Sustainability
26 Key performance indicators
28 Regional reviews
38 Financial review
49 Stakeholder engagement
and Section 172 statement
60 Our net-zero transition and climate
risk management
68 Risk management and principal risks
79 Viability statement
81 Non-financial and sustainability
information statement
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this report
Catch up with our latest
news and learn more
about us on our website:
www.foodtravelexperts.com
Our Sustainability Report
complements this report.
You can find it on our website:
www.foodtravelexperts.com/
sustainability
Our purpose is to be
Service sits at the heart of
everything we do, and through
our 49,000 colleagues worldwide,
we aim to deliver to the highest
standards each and every day
and make everyone’s journey
a memorable experience.
Our 2025 highlights
Building a
better business
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£3.6bn
revenue
(9.3)p
IFRS loss per share
11.9p
underlying
pre-IFRS 16 EPS
3.95/5
colleague
engagement score
£80m
free cash flow
before dividend
1.6x
leverage
4.4/5
global customer
feedback score
£86.1m
operating profit
on a reported basis
under IFRS
40%
of our Group
Executive Committee
and their direct
reports were women
1
18.7%
ROCE
19%
reduction in Scope 1
and 2 greenhouse
gas (GHG) emissions
intensity (per £m
revenue), from our
2019 base year
1 Data as at 31 October 2025, aligned with our data
submission to the FTSE Women Leaders Review.
Underlying and pre-IFRS 16 measures are defined
and shown on pages 46-48.
Corporate governance Financial statementsStrategic reportOverview
1 SSP Group plcAnnual Report 2025
A global presence
Our clients are the owners and operators of
the airports, railway stations and other locations
where we serve our customers – the people who
buy the food and beverages we sell. While our
commercial relationships are with our clients,
we have a mutual interest in delighting
customers with quality and choice.
We operate units in around 575 locations around
four operating regions (or reportable segments):
•
North America
•
Continental Europe
•
UK & Ireland (UK & I)
•
Asia Pacific and Eastern Europe & Middle East
(APAC and EEME)
SSP at a glance
Our global footprint is
supported by a diverse
portfolio of brands
Brands to meet our customers’ needs
We have a wide portfolio of brands, including our own and
those we franchise, which cater to a variety of customer needs.
These range from well-known grab ‘n ‘ go sandwich shops and
cafés, to casual dining restaurants and bespoke high-end concepts
– with offers tailored to cater for the specific passenger
demographic of each location we serve.
Read more about our regions
on pages 28-37.
c.575
locations
c.3,000
units
c.49,000
colleagues
38
countries
Cafés and bakeries
Casual dining restaurants
Bars
Quick-service restaurants
Lounges
Convenience retail
You can read more about how we engage with brand partners
on page 56.
Corporate governance Financial statementsStrategic reportOverview
2 SSP Group plcAnnual Report 2025
CAGR
2025 2030 2035 2025–2035
4.3%
2.9%
4.5%
3.0%
5,000
4,000
3,000
2,000
1,000
6,000
0
Global
growth
rate:
3.6%
£27bn
Leading market
positions in a
growing travel
sector
We benefit from long-term
structural growth trends
that are set to continue.
Read more about the trends impacting our market
on pages 12-15.
The travel sector benefits from long-term
structural growth trends, with air passenger
numbers set to grow by 3.6% per annum in the
next 10 years.¹ We have significant exposure to
the airport sector, which currently represents
70% of our sales.
Air travel now exceeds pre-Covid levels in all
regions. Despite the uncertainty created by
geo-political developments, passenger levels
are expected to grow across all our regions
(3% in Europe, 2.9% in North America and
4.3% in Asia Pacific between 2025 and 2035²).
In Rail, passenger volumes in the UK are expected
to grow up to 3% per annum in the next 25 years³.
In Europe, rail passenger numbers are expected
to grow at a rate of around 2% per annum
between 2024-2030, driven dominantly
by long-distance travellers⁴.
We also see a positive outlook for the travel
food and beverage (F&B) sector, in which we are
the largest pure-play travel F&B operator globally.
Market growth in the sector is expected to be
driven by out-of-home eating (including ‘on the
move’); investment in infrastructure in railway
stations and airports, leading to an increase in
F&B outlets; the continued move away from
providing complementary food and drink on
flights; and rising incomes in emerging markets
across Asia, therefore rapidly increasing
propensity to travel.
The market is fragmented, with SSP holding
around 14% and the top four players around
50% in aggregate with a long tail of local and
single-brand participants⁵.
The global travel F&B market
6
Our revenue split
SSP
Avolta F&B
Areas
Lagardère
Other
6 SSP FY25, Avolta F&B FY25, Areas FY25, Lagardère internal estimates.
7 ACI World Airport Traffic2024-2053.
8 These areas includes hospitals and shopping centres, in-flight
catering, Motorway Service Areas (MSAs), non-travel convenience
retail and on-board rail catering.
1 ACI World Airport Traffic2024-2053.
2 ACI World Airport Traffic2024-2053.
3 Railway Industry Association, ‘Research on long-term passenger
demand growth, February 2024; internal estimates.
4 OC&C Market Model, OC&C analysis, April 2025.
5 SSP FY25, Avolta F&B FY25, Areas FY25, Lagardère internal estimates.
Air
c.71%
percentage of our business in the air sector
Rail
c.25%
percentage of our business in the rail sector
Other areas
c.4%
percentage of our business in other areas
8
SSP market share in the
global travel F&B market
14%
SSP at a glance continued
Air passenger levels forecasts (’m)
7
Asia-Pacific
Europe
North America
Middle East
Corporate governance Financial statementsStrategic reportOverview
3 SSP Group plcAnnual Report 2025
Read more about our strategy on page 18.
SSP at a glance continued
Our strategy for
growth and returns
Our purpose and vision
Our purpose is to be the best part
of the journey, and our vision is
to be the world’s best travel food
and beverage company.
Our values
Our values strengthen our culture
of high performance across SSP,
helping us work together with clarity
and purpose to reach our goals.
Drive sustainable
growth
Focus on cost
efficiency
Accelerate returns from
capital investments and
focus on cash
Build profitability
in Continental Europe
Read more on page 18. Read more on page 19. Read more on page 20. Read more on page 21.
Return on Capital
Employed
Sales growth Continental Europe
operating profit margin
Pre-IFRS 16 underlying
operating profit margins
Link to our strategyLink to our strategy Link to our strategyLink to our strategy
17.7%
FY24
18.7%
FY25
14%
FY24
6%
FY25
1.5%
FY24
2.2%
FY25
Our FY25 strategic priorities
Prioritising high-growth channels,
markets and contracts
Enhancing capabilities
to drive performance
Driving operational
efficiencies
•
Selectively invest where returns
will be highest
•
Improve what we do to deliver excellent
client and customer experiences that grow
profitable like-for-like sales
•
Be efficient in everything we do to improve
margins and grow profits
Our strategic pillars
We aim to drive revenue growth, through like-for-like and net new contract gains, which we seek to convert efficiently to drive profit, cash and strong
financial returns. To do this, we have a long-term strategy focused on the pillars below.
This past year, we moved into the next stage of delivery – a tightened strategic agenda focused on driving profitability and delivering returns on the recent
investments we have made. We identified four strategic priorities to help us achieve this.
Our strategy
6%
FY24
6.1%
FY25
Corporate governance Financial statementsStrategic reportOverview
4 SSP Group plcAnnual Report 2025
SSP at a glance continued
Our investment
case: creating
sustainable value
Our investment case is underpinned
by an experienced leadership team,
a diverse global presence, dedicated
colleagues and a focus on delivering
operational excellence across
our business.
•
Operating in an industry
with long-term structural
growth trends.
•
Our greatest exposure is to air
and leisure travel where trends
are favourable.
•
A secured pipeline of contracts
to deliver new business growth
and returns.
•
New investments focused
on high-growth, high-returning
opportunities.
•
Selective and disciplined
use of capital.
•
Clear priorities for capital
allocation.
•
Free cash flows that provide
the ability to invest, maintain
our leverage range and return
cash to shareholders through
dividends and share buybacks.
•
Seeking to deliver compounding
growth and shareholder returns.
Read more about travel market trends
on pages 3 and 12.
Read more about our focus on
efficiencies on page 22.
Read more about our financial
performance on pages 38-48.
Read more about our financial
performance on pages 38-48.
4%
FY25 like-for-like
growth*
4%
FY25 growth from net gains*
30bps
FY25 operating
margin accretion*
>20% IRR
Hurdle rate for expansionary
capex into new contracts
18.7%
FY25 ROCE
1.6x
FY25 leverage, within
our target range of 1.5-2.0x
£100m
share buyback announced
in October 2025
* Underlying pre-IFRS 16 at constant currency.
Significant presence
in structurally growing
markets
Operational capability
and efficiency
Effective deployment of
capital to deliver returns
Stable balance
sheet position
•
Deep experience and specialist
expertise in a complex
operating environment.
•
Diverse client base, typically
seeking large tenders, coupled
with many long-standing
relationships.
•
Flexible and extensive brand
portfolio, which is constantly
enhanced to meet different
client requirements.
Corporate governance Financial statementsStrategic reportOverview
5 SSP Group plcAnnual Report 2025
In this section, we show how our
business model creates value for all
our stakeholders, how our strategy
drives performance and how we
manage risks across our operations.
Market overview
Several market and consumer trends impact
our sector and business. We monitor and adapt
to these trends to meet ever-changing
stakeholder expectations.
Our business model
We rely on our well-established performance
framework to create shareholder value. Our
disciplined approach to financial management
continues to support sustainable growth
and returns.
Our strategy
We have a strategy to drive revenue growth,
through like-for-like and new contract gains,
which we convert efficiently to drive profit,
cash and economic returns.
Read more on pages 16-17.
Read more on pages 12-15.
Read more on pages 18-25.
07 Chair’s statement
09 CEO’s statement
12 Understanding the travel
F&B market
16 Our business model
18 Our strategy
24 Our people and culture
25 Sustainability
26 Key performance indicators
28 Regional reviews
38 Financial review
49 Stakeholder engagement
and Section 172 statement
60 Our net-zero transition and
climate risk management
68 Risk management and principal risks
79 Viability statement
81 Non-financial and sustainability
information statement
Str@egic
pt
Corporate governance Financial statementsStrategic reportOverview
6 SSP Group plcAnnual Report 2025
Dear Shareholders,
In my six years on the Board, SSP has been
on a significant journey, and I have chaired the
business through a time of considerable change.
With support from governments, clients, brand
and JV partners and of course our shareholders,
we rebuilt and reset our foundations post-Covid
and made many improvements to our business.
As a Board and Executive Team, we reset our
strategy to increase our presence in higher growth
markets and channels, invested to enhance our
capabilities to better serve customers, and we
continued to drive efficiencies. We rapidly grew
sales – from £2.2bn in FY22 to £3.6bn in FY25.
We transformed our market positions, especially
so in North America, Asia Pacific and EEME,
through a series of important acquisitions
and contract wins, and critically, we reset our
market-leading UK business. We built stronger
foundations in a number of key areas, including
health and safety, sustainability and our people
agenda, and we revitalised the quality of our
restaurants, brands and food and drink offers.
Importantly, we created deeper relationships
with customers, colleagues, clients and partners
right across the world, and I am immensely proud
of what the team has achieved.
Nevertheless, despite the considerable progress
made, we did not execute our strategy flawlessly
in all areas. With this in mind, over the last year,
we have sought to tighten our strategic agenda,
placing greater priority on driving returns across
our portfolio, reducing capital expenditure and
generating cash, while preserving long-term growth.
Overall, while we have made headway against this
agenda in the year, there is no doubt there is more
to be done. Building on our strong foundations,
in recent months we put in place a new multi-year
strategic and operational roadmap, and we are
confident that this will now accelerate the delivery
of improved financial performance. At the AGM,
it will be the right time for me to step down from
the Board and hand the reins to a new Chair to lead
the Board through the next stage of our journey.
I’d like to thank the entire SSP team for their
passion, teamwork and commitment in FY25
and especially for creating the hospitality
experiences that define our purpose – to be
the best part of the journey.
Returns to shareholders
and balance sheet strength
At the end of FY25, leverage was approximately
1.6x net debt/EBITDA, towards the lower end of
our medium-term target range of 1.5-2.0x, as a
result of a strong second half cash performance,
driven by working capital initiatives and disciplined
capital investment (c.£212m for the full-year
down from £280m in FY24).
Given our confidence on cash generation into
FY26, in line with our capital allocation priorities,
we launched a £100m share buyback programme
in October. Additionally, the Board is
recommending a final dividend of 2.8p, which
reflects our performance in the year, our positive
financial expectations and the long-term
resilience of the Group.
Chair‘s statement
“It has been my privilege
to serve as Chair of SSP,
and I leave knowing the
business is on a clear path
to deliver strengthened
financial performance.”
Mike Clasper
Chair
Corporate governance Financial statementsStrategic reportOverview
7 SSP Group plcAnnual Report 2025
People and Culture
With approximately 49,000 colleagues across
the Group, people are at the heart of our business
and integral to our continued success.
At SSP, we are committed to fostering and
developing our talent, driving organisational
effectiveness and creating a positive colleague
experience. This year was the first full year of
implementing our People Strategy, focused on
embedding a high-performance and safety-first
culture and ensuring we live our purpose of being
the best part of the journey. Importantly, we reset
our company values and leadership behaviours,
our ‘Recipe for Success’. You can read more about
them on pages 24 and 93.
Embedding sustainability
Sustainability is central to building a stronger,
more efficient and resilient business, and we’ve
made huge progress on this agenda since I became
Chair. This year marked a significant milestone
as we reached the deadline for our 2025 targets
set back in 2021. While some goals have not yet
been fully achieved across all 38 markets, I am
encouraged by the substantial progress outlined
in our Sustainability Report, released today.
Notably, we consistently surpassed our target
of offering at least 30% plant-based or vegetarian
meals by our own brands, achieving 39% globally
by the end of 2025 and, we successfully
transitioned all own brand packaging to reusable,
recyclable, or compostable formats. We’ve also
continued to advance our net-zero strategy,
aligning our approach with the latest climate
science. More can be found on pages 60-67 of
this report. As we look ahead, the Board remains
committed to championing strong governance,
and ensuring our sustainability agenda continues
to shape our strategic decisions, while creating
value for our business.
Governance and Board Changes
Our strategy is underpinned by a commitment
to operate to high standards of corporate
governance, accountability and transparency,
and the Board is responsible for ensuring that
this is the case. The Board maintains oversight
of areas material to the delivery of our strategy,
some of which this year included the corporate
and regional overhead restructuring plan, driving
the Continental Europe profit recovery plan,
ensuring colleagues were treated fairly and
compassionately throughout the process, and
the IPO of TFS, SSP’s joint venture business
in India.
As part of this, the Board also regularly reviews
its composition to ensure it has the skillsets
to provide the required oversight. In the past
12 months, governance and oversight have been
further strengthened with the appointment of
Karina Deacon as a new Non-Executive Director,
a recent public company CFO, with a strong
financial background and extensive experience
in travel and services aligned with SSP’s markets.
We were also pleased to appoint Geert Verellen
to the role of CFO and welcomed him to the Board
in June. He is a highly experienced financial leader,
with significant and relevant industry, functional
and international expertise.
After 20 years of service, Jonathan Davies,
Deputy CEO and CFO, took the decision in January
to retire from SSP at the end of the calendar year.
He stepped down from the Board effective
30 September 2025. On behalf of my fellow
Directors, I would like to recognise Jonathan’s
achievements over his 20-year career at SSP
and wish him well in his retirement.
Looking ahead
Following my decision to step down as Chair and
Director after the next Annual General Meeting
in January 2026, I would like to thank my fellow
Board members and the Group Executive Team
for their dedication, leadership and support these
past six years. It has been my privilege to serve
as Chair of SSP, and I leave knowing the business
is on a clear path to deliver strengthened
financial performance.
We look forward to hosting our next AGM
on 23 January 2026. Further information
is available in the Notice of Meeting which
is available on our website.
Mike Clasper
Chair
3 December 2025
Chair‘s statement continued
Corporate governance Financial statementsStrategic reportOverview
8 SSP Group plcAnnual Report 2025
CEO‘s statement
Overview
Following two years of significant investment
to catch up and further grow the business as
we emerged from the pandemic, at the beginning
of the year, we set out a tighter strategic agenda.
We decided to pause for breath, concentrating on
consolidating and delivering returns on the high
level of investment and growth since Covid-19.
This tightened strategic agenda has been focused
on driving profitability and delivering the returns
on our investments. As part of this, we reduced
year-on-year capital expenditure and slowed the
pace of new business development. We looked
to address underperforming channels, markets
and units and drive the pace of profitability on
units as they matured. Across our operating
cost base, we focused on delivering our Value
Creation Plan, with specific programmes to
enhance gross margins, build labour efficiency
and reduce overheads. Aligned with this, we began
a programme of specific actions to enhance our
profitability and returns in Continental Europe,
both in 2025 and into the medium term.
Alongside this returns-focused agenda, as ever,
we continued to enhance our customer proposition
and capabilities to drive profitability through
like-for-like sales growth.
We delivered a resilient financial performance
in the year, including strong trading in North
America, UK & Ireland and APAC & EEME
divisions, especially against an unsettled macro
environment. However, I recognise there is more
to do, especially in our Continental Europe division,
and with a reset and embedded team, we’re now
making progress against the revised plan.
Indeed, given the confidence we have in our
outlook for FY26, we were pleased to initiate
a share buyback of £100m in October 2025,
which represented a clear, compelling use
of surplus capital.
In the medium term, we expect that the
combination of our leadership positions in
attractive and structurally growing markets,
our capabilities and propositions aimed at driving
like-for-like growth, and our ability to further
drive efficiencies and margin enhancement will
result in a sustainable cash generative model
that delivers both compounding growth and
shareholder returns.
Performance
Overall, Group sales were £3.6bn, up 8% year
on year on a constant currency basis. Against an
unsettled macroeconomic backdrop and a softer
demand environment in some of our key travel
markets in the second half of the financial year,
Group LFL sales growth of 4% in FY25 was in line
with our guidance of c.4-5%. Full year operating
profit was c.£223m (on a pre-IFRS 16 underlying
basis at actual currency), up c.13% year on year at
constant currency, and towards the lower end of
the planned range that we set out last December,
with a corresponding margin of c.6.1%.
IFRS operating profit was£86.1m, down c.58%
at actual currency, after impairment losses
of £116.8m, mainly in continental Europe.
“We delivered a resilient
financial performance in the
year, including strong trading
in North America, UK &
Ireland and APAC & EEME
divisions, especially against
an unsettled macro
environment... However, I
recognise there is more to do.”
Patrick Coveney
Group Chief Executive Officer
Corporate governance Financial statementsStrategic reportOverview
9 SSP Group plcAnnual Report 2025
CEO‘s statement continued
Through FY25, we worked hard to pull the levers
within our control to drive stronger performance
across the Group. While we made good progress
overall, and delivered underlying operating profit
growth in all regions, we continue to recognise
the imperative to accelerate this, with a
particular focus on building further profitability
in Continental Europe. Progress in the region
was slower than anticipated due to a weak
performance in France and Germany, driven by the
scale of the interventions we deemed necessary
to deliver a sustainable improvement, as well as
challenging overall market conditions in these
countries. As a result, our in-year operating profit
margin in the region was 2.2% this year, up from
1.5% in FY24, but below our FY25 target of 3%.
A strong focus on cash and working capital
resulted in pre-IFRS 16 net debt at £573m and
leverage at 1.6x (net debt to underlying EBITDA,
on a pre-IFRS 16 basis). We delivered underlying
pre-IFRS 16 earnings per share for the full year
at approximately 11.9p at actual exchange rates,
a 19% year on year increase, in the middle of
our planned range.
In addition, our full year Group ROCE, the measure
we defined last year to capture the returns that
accrue to SSP shareholders, strengthened further
from last year’s result of 17.7% to 18.7%, as we
focused on building returns in our existing portfolio.
Strategic update
To drive growth and sustainable returns, our
long-term strategy focuses on 1) Prioritising
high-growth channels, markets and contracts in
terms of where we invest; 2) Building capabilities to
drive performance, in particular sustained organic
growth; and 3) Driving operational efficiencies.
In FY25, acknowledging the need to drive
greater returns from our recent investments in
the business, and do so at pace, we narrowed our
agenda to four core priorities. We have made good
progress against these, but we acknowledge there
is more to do in some areas.
1) Drive sustainable growth
Our target in FY25 was to sustain organic
like-for-like growth of 4% to 5% and retain key
contracts. Against an unsettled macroeconomic
backdrop and a softer demand environment in
some of our key travel markets in the second half
of the financial year, Group LFL sales growth of
4% in FY25 was in line with our guidance. Beyond
continued passenger volume growth, we remain
focused on driving LFL sales through increasing
both passenger conversion rates and average
transaction values. The continued rollout of our
digital ordering and payment systems supported
this sales growth, with 31% of our transactions
now taking place on a digital ordering system.
We also won a number of important new business
contracts, including at New York’s JFK Airport
Terminals 5 & 6, as well as at Cochin Airport in India
and at Sydney and Brisbane Airports in Australia.
Our contract retention rate remained strong at
more than 80%, reflecting the ongoing confidence
that our clients have in our operational delivery.
2) Build profitability of the Continental
European business
We set out a plan in December 2024 to drive
operating profit margins in Continental Europe.
While our Nordic and Spain businesses performed
well and we delivered tangible benefits from each
element of our plan, overall progress for the region
to 2.1% operating margin in FY25 (at constant
exchange rates) was slower than we had
anticipated. This was due to a weak performance
in France and Germany, driven by the scale of the
interventions we deemed necessary to deliver
a sustainable improvement, as well as the
challenging overall market and Rail and MSA
channel environments in these countries.
Nevertheless, with a reset and embedded team,
we are now making sustained progress against
a revised plan, which give us confidence in the
delivery of enhanced performance. In particular,
we are focused on renegotiating unprofitable
contracts, ensuring stronger management
of returns on new capital, reducing operating
costs, principally in costs of goods sold and labour,
right-sizing support structures, and accelerating
profitable like-for-like sales growth.
3) Focus on cost efficiency
Across the Group, we implemented a number of
cost initiatives during the year. In H2, we launched
a £30m corporate and regional overhead
restructuring plan across multiple markets. This
aimed to simplify and re-align our support function
cost base across the Group, which was completed
at the end of the financial year. The programme
was implemented in Q4 FY25, delivering a £5m
benefit in FY25 with the remaining £25m
expected to be delivered in FY26.
We have also targeted improvements in low margin
or loss-making channels, markets and contracts.
We made the decision to exit our subscale
businesses in Italy and Bermuda. In addition,
we renegotiated a number of contracts, including
in Iceland, the Netherlands, Jeddah, San Jose and
San Francisco, to deliver improved returns.
4) Accelerate returns from capital investments
and focus on cash.
Our FY25 target was to build returns on capital
employed (ROCE) from the 17.7% level in FY24
which had in turn increased from the 17.0% level
in FY23. In FY25, ROCE was 18.7%.
The M&A activity that we executed during FY23
and FY24 continues to deliver at and above the
returns outlined in their respective investment
cases. ECG in Canada, ARE in Australia and most
recently our joint venture partnership with TG
in Indonesia are all ahead of expectation with
Midfield Concessions and Mack II in the US both
performing in line with our plans. We have not
engaged in any further M&A activity in FY25 other
than to settle the consideration for our acquisition
in Indonesia, which was signed in December 2024.
In addition, ROCE progression was supported
by increased underlying profits, a scaling down
of new capital expenditure from £280m in
FY24 to £212m in FY25, and limited in-year M&A,
in line with our prioritisation of profitable organic
growth and shareholder returns.
Corporate governance Financial statementsStrategic reportOverview
10 SSP Group plcAnnual Report 2025
CEO‘s statement continued
Our focus on cash generation has been
further intensified under the leadership of
Geert Verellen, our new CFO. Given strong cash
generation, as at 30 September 2025, our net
debt/EBITDA was 1.6x, at the lower end of the
1.5x-2.0x target range. The £100m share buyback
programme we announced early October
reflected the Board’s confidence in delivering
these capital allocation priorities.
In addition to the strategic priorities outlined
above, we had an additional aim of delivering the
IPO of our Indian joint venture business, Travel
Food Services (TFS), which took place on 14th July,
with the anchor book three times over-subscribed,
and the portion allocated to institutional investors
more than eight times oversubscribed. At the end
of November 2025, TFS was trading at an equity
value of c.£1.5bn. The SSP shareholding is
currently 50.01%.
Leadership changes
As announced in January, after 20 years of service
to SSP, Jonathan Davies took the decision to step
down from his role. Jonathan has been integral
to the success of SSP since its formation more
than 20 years ago. It has been a privilege for me
to work with and learn from him since I joined the
business in 2022. He will leave an enduring legacy
at SSP, a well-earned reputation for thought
leadership across the food travel industry and a
strong finance team across the world. Though we
will miss him, he is ably succeeded by Geert Verellen,
who is already making a considerable positive
impact on the Group Executive Committee.
I would also like to extend my personal
appreciation to Mike Clasper, who announced his
decision to step down from the Board following
our next AGM. He has chaired the business through
a time of considerable change, helping to recover
the business from the Covid travel shutdown
and strengthen our customer, client and partner
footprint across the world. He has been an
enormous source of insight, wisdom, challenge
and support to me. I am very grateful for his
contributions and wish him well for the future.
Looking ahead
While we live in a time of continued macroeconomic
and political uncertainty, we believe that global
demand for travel will remain resilient and is well
set for near and long-term structural growth.
FY26 will be a year of increased focus. We will
streamline our agenda further, being demanding
on new capital allocation in terms of where we
invest, prioritising like-for-like sales and profitable
organic growth, focusing on addressing under-
performance wherever we find it, accelerating
the delivery of efficiencies and delivering cash
as well as profits.
We look to next year and beyond with
confidence as we see significant opportunities
for SSP to drive compounding long-term growth
and returns. Speaking personally and on behalf
of our Executive Team, I would like to thank our
c.49,000 dedicated colleagues across the world
for all their skills, support and efforts, our client,
brand and business partners for their ongoing
support and commitment to SSP, and our Board
for its guidance over the year.
Patrick Coveney
Group Chief Executive Officer
3 December 2025
Corporate governance Financial statementsStrategic reportOverview
11 SSP Group plcAnnual Report 2025
Understanding the travel F&B market
Our sector and
our customers are
influenced and
impacted by
several trends
We monitor and adapt to these
trends to meet ever-changing
stakeholder expectations.
Global travel growth and resilience
Despite economic pressures, the desire for
meaningful experiences is driving growth
across all regions. Travel continues to be a
priority for consumers, with discretionary
spend on travel expected to increase by 9%
compared to 2024. 66% of travellers say they
are more interested in travel now than before
the pandemic, with younger generations and
affluent demographics leading the way.¹
Air passenger volumes have fully recovered,
with America, Europe, Asia-Pacific, and the
Middle East surpassing 2019 levels.² The global
aviation industry is projected to reach 18.7 billion
passengers by 2045, supported by infrastructure
investment in emerging markets and rising
middle-class demand.³
Premium travel demand remains strong,
prompting airlines to upgrade cabins and expand
services. Meanwhile, ‘bleisure’ travel (combining
business and leisure) is reshaping trip formats,
with 60% of business travellers extending
some of their trips for leisure purposes.⁴
Rail travel continues to recover, though
unevenly across markets. Rail passenger
numbers in Continental Europe are expected
to grow at a rate of around 2% per annum
between 2024-2030⁵, driven by long-distance
travellers, while the passenger volumes in the
UK are expected to grow at up to 3% per
annum over the next 25 years⁶.
Changing travel behaviours
and preferences
We are seeing a shift toward ‘experience-first’
travel, with consumers increasingly travelling
for live music, sport, and cultural events.
The ‘live economy’ is influencing destination
choices, with travellers seeking immersive,
culturally rich experiences that go beyond
traditional tourism.
The rise of ‘bleisure’ and shoulder season travel
reflects changing demographics and lifestyle
preferences. Travellers are increasingly choosing
to travel in May–June and September–October,
avoiding peak crowds and high temperatures
in Southern Europe. This trend is driven by
more flexible working patterns and a growing
segment of retirees and child-free households.
New destinations are continuing to gain
traction, particularly in the Middle East, where
entertainment and tourism infrastructure are
expanding rapidly. Developments such as Saudi
Arabia’s Vision 2030, the framework launched to
develop the kingdom’s touristic attraction, signal
a broader transformation in regional tourism.⁷
Geopolitical and structural impacts
While global travel is growing, geopolitical
developments have created uncertainty.
Following the introduction of US tariffs in April
2025, there was a decline in inbound travel to
the country¹⁰. Ongoing geopolitical tensions in
the Middle East and Europe have also created
significant uncertainty for international travel,
prompting flight suspensions, rerouted
airspace, and heightened safety concerns
for both travellers and operators¹¹.
At the same time, regulatory changes, such as
sustainability-driven restrictions on short-haul
domestic flights in countries such as France,
have influenced modal choices and travel
patterns. These shifts are prompting airports
and operators to rethink infrastructure, service
models, and commercial strategies.
Strong demand for food
and drink in travel
Leisure travellers are driving spend in the
travel sector, which has been less affected
by pressures on consumer spending than
many other consumer sectors.
Food and beverage remains a resilient
category for airports, maintaining a 6% share
of non-aeronautical revenues.⁸ Longer dwell
times, fewer in-flight F&B options, and
changing security procedures are reshaping
the airport experience and increasing time spent
airside. Dining experiences are the highest
travel budget priority after accommodation.
For some travellers, experiencing local cuisine
isn’t just part of their travel experience, it is
the main event.⁹
1 Skift Global Travel Outlook Research 2025.
2 ACI World Traffic Report: May 2025.
3 ACI World Traffic Report: Global passenger traffic forecast
to reach 18.7 billion by 2045.
4 Gitnux, Bleisure travel statistics, 2025 Report.
5 OC&C Market Model, OC&C analysis.
6 UK Data: Railway Industry Association 2024.
7 Skift Global Travel Outlook Research 2025.
8 ACI World 2024: F&B maintained 6% share of non-aeronautical
revenues; retail declined from 27% to 20%.
9 Hilton Annual Trends Report 2025.
10 NBC News, As international tourists pull back on U.S. travel
and purchases, $90 billion in lost revenue looms, 18 April 2025.
11 Bloomberg, Israel-Iran Conflict Begins to Disrupt Global Supply
Chains - Bloomberg.
Current trends impacting our sector
Corporate governance Financial statementsStrategic reportOverview
12 SSP Group plcAnnual Report 2025
Understanding the travel F&B market continued
How we are responding
•
Creating immersive experiences:
We develop concepts that reflect local
culture and consumer desire for authentic,
sensory-rich environments. Examples
include SkyGamerz at SEA Airport,
which blends gaming and socialising,
and Tigerstaden at Oslo Airport, which
celebrates Nordic design and local identity.
•
Responding to pop culture trends:
We leverage consumer interest in themed
environments and cultural moments with
concepts such as Shelby & Co at Birmingham
Airport, based on the popular UK TV show
Peaky Blinders. We also work with our
brand partners to launch seasonal ranges
and products that align with the latest
trends. For example, to respond to the
recent global boom in demand for matcha,
we’ve expanded our offerings in our coffee
outlets, such as AMT Coffee, to include
matcha-based drinks and treats.
1
‘ Experience
economy’
Consumers, particularly Millennials and Gen Z,
are continuing to shift their spending toward
experiences that offer connection and
sensory engagement.
In 2025, 44% of European consumers said they
prioritise spending on experiences that create
lifelong memories.¹ This reflects a broader
move away from digital-first lifestyles toward
real-world, culturally immersive experiences.
The ‘live economy’ is accelerating, with consumers
seeking out travel, music, and food experiences
that feel authentic and shareable. Pop culture
is also influencing behaviour and there has been
an increase in the impact of cultural phenomenon
in the entertainment industry. For example, over
the past year, bookings at US Thai restaurants
rose 16% following the White Lotus TV premiere²,
while themed environments and hybrid events
are becoming more mainstream.
From competitive socialising to multi-concept
venues, consumers are increasingly drawn to
formats that allow them to connect with others.
This evolution is underpinned by a desire for
spontaneity and connection, with experiences
now seen as a way to express identity and values.
As the experience economy grows, it remains
a key driver of consumer behaviour.
1 Europe’s Experience Economy is One for the Bucket List’,
Mastercard, March 2026 Europe’s Experience Economy
is One for the Bucket List | Mastercard Newsroom.
2 Open Table ‘State of the Industry’ Report, as published in
NBC New York: Social media chatter about Thailand pops 60%
following ‘White Lotus’ premiere – NBC New York.
There are a number of trends shaping
customers’ attitudes and behaviours.
These trends are constantly evolving and
so too is the way we respond to them.
Key customer trends
Corporate governance Financial statementsStrategic reportOverview
13 SSP Group plcAnnual Report 2025
Understanding the travel F&B market continued
3
Health and
wellbeing
Consumers tend to take a more holistic and
proactive approach to health, seeking products
that support both physical and mental wellbeing.
This shift is driven by growing awareness of
longevity, nutrition fundamentals and age-specific
health needs. Over 50% of consumers say they
plan to increase fresh produce consumption¹,
and 72% of Europeans are keen to try more
wellness-related experiences.²
Consumers are increasingly knowledgeable
about health, but the abundance of information
can be overwhelming. They are looking for clear,
trustworthy guidance and products that balance
health benefits with enjoyment. This includes
reducing sugar, salt, alcohol and ultra-processed
foods, while still allowing for moments of
indulgence.³ Transparency around nutritional
content and provenance remains key, as
consumers seek food that not only meets
diverse dietary needs but also tastes great
and aligns with their lifestyle values.⁴
The definition of ’healthy’ is also evolving to
include functional foods, hydration with added
benefits, and ingredients that support satiety,
gut health and ageing well.
How we are responding
•
Expanding healthier product ranges:
We are developing broader selections of
products that support individual wellness
goals without compromising on taste and
quality. This includes freshly prepared meals,
portion control options and functional
foods. For example, in our EEME region, we
broadened our ‘Food for Flight’ and grab ‘n’
go ranges to include fresh juices, smoothies,
fruit, salads and lower-carbohydrate or
lower-sugar options, while in Sweden, we
opened our first Panini Internazionale unit
offering healthier fast food with minimal
additives. In several markets, we also help
our customers make informed choices
through product labelling, menu descriptors
and our ‘A Better Choice’ iconography.
•
Creating relaxing environments:
We incorporate design elements that
contribute to a relaxing atmosphere in our
units, such as natural materials and indoor
plants. To alleviate the stress that can be
associated with travel, our lounges include
quiet zones and communal spaces to allow
consumers to rest and relax while they wait
for their flight.
Read our Responsible Marketing Principles
on our website.
1 PwC’s Voice of the Consumer 2025, Voice of the Consumer 2025
| PwC Global.
2 The MasterCard Experience Economy survey, 2025 Europe’s
Experience Economy is One for the Bucket List | Mastercard
Newsroom.
3 McKinsey, The top wellness trends in 2024 | McKinsey.
4 Kerry Health and Nutrition Institute, Ten Key Health and Nutrition
Trends for 2025 - KHNI.
2
The acceleration
of digital
In 2025, the accelerated adoption of digital
technology continued to reshape consumer
expectations. Travellers are increasingly
seeking easy-to-use, personalised solutions
that simplify their journey. With consumers being
more open about personalised recommendations
when ordering at a restaurant¹, and 78% of UK
Gen Z and Millennials saying they prefer using
digital ordering tools at restaurants, these
technologies are now a baseline expectation.²
The rise of AI-powered tools, including voice
ordering systems and predictive wait-time
screens, is transforming how consumers interact
with food service providers. Mobile ordering,
digital menus and platforms are becoming
standard, allowing travellers to browse, customise,
and pay across apps, kiosks, and in-store systems.
However, this digital shift is not without friction.
74% of global consumers have abandoned online
purchases because they felt overwhelmed³,
and 68% have expressed concerns about
data privacy.⁴ As technology becomes more
embedded in everyday experiences, consumers
are demanding clarity, relevance, and simplicity,
especially in high-pressure environments such
as travel hubs.
How we are responding
•
Enhancing the customer journey through
digital innovation:
We are simplifying and personalising
the consumer experience by integrating
technologies that meet evolving traveller
expectations. We continued to roll out
mobile ordering with personalised
recommendations, AI-powered self-service
kiosks, and digital menus to streamline
decision-making, improve engagement,
help us drive sales and grow margins.
However, we understand the importance
of the human touch in customer interaction.
We blend digital interactions with a
personalised, human approach to customer
service delivered by our colleagues.
•
Improving visibility and convenience:
We continued to install digital screens
displaying predicted wait times and order
status to reduce friction and enhance
transparency. These features are part
of a broader shift toward omnichannel
ordering platforms, allowing customers
to interact seamlessly across apps,
kiosks, and in-store systems.
1 Mintel, Attitudes towards technolog y in leisure and foodser vice, 2025.
2 Mintel, UK: attitudes toward touchscreen technology
in restaurants, 2025.
3 Accenture, Cutting Through the Noise in Consumer Experience
| Accenture.
4 SciTech Society, Exploring Digital Privacy Concerns in the Age
of Big Data.
Key customer trends continued
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14 SSP Group plcAnnual Report 2025
Understanding the travel F&B market continued
4
Sustainability
and climate action
We are acutely aware of the social and
environmental impacts associated with the food,
travel and aviation sectors. However, we see this
as an opportunity to collaborate and drive positive
change, making the airport experience more
sustainable for everyone.
Sustainability remains a priority for consumers.
Many are seeking products and services that
align with their values while also delivering benefits
beyond environmental impact, such as wellbeing,
affordability and localism.
Eco-fatigue is growing, with consumers
increasingly sceptical of vague or unsubstantiated
claims. They expect brands to provide clear,
evidence-based messaging and take a leadership
role in driving meaningful change. This includes
transparency around sourcing, packaging and
carbon footprint, as well as visible commitments
to community and inclusivity.¹
Climate change, biodiversity loss and regulatory
shifts, such as bans on single-use plastics and
emissions permits, are accelerating the need
for corporate accountability. Consumers are
also turning their attention to sustainable diets,
local sourcing, and community-driven initiatives,
recognising that sustainability is no longer just
environmental, but deeply social and cultural.²
5
The need
for value
Consumers remain highly value-conscious
in a context of ongoing financial uncertainty.
While inflation has stabilised in some regions, its
long-term effects continue to shape behaviour:
inflation is still a concern for many consumers
with worries linked to increased tariffs
specifically impacting the US¹.
Against this backdrop, consumers are
increasingly strategic in their spending, weighing
each purchase against both immediate needs
and long-term priorities.
Even air travellers, who tend to be more affluent,
are reassessing how they define value. It’s no
longer just about price, but about quality,
convenience, and experience.
This shift has led to new behaviours, such
as trading up or down depending on context,
adopting ‘hacks’ to stretch budgets, and
prioritising discretionary spend on travel and
wellbeing. Consumers expect brands to maintain
quality, even as costs rise, and are increasingly
drawn to offerings that deliver value beyond
price, including loyalty benefits, sustainability
credentials, and emotional satisfaction.²
How we are responding
•
Reimagining food for people and the planet:
With decades of combined culinary
expertise, our teams design menus that
cater to a wide range of dietary needs
and preferences including lower-calorie,
plant-based and non-dairy options. Our
People and Planet Menu Framework draws
on this breadth of knowledge and provides
practical guidelines for embedding healthier
and more sustainable options across our
brands that resonate with our customers.
•
New double materiality assessment:
This year, we conducted a best practice
double materiality assessment to identify
the most important ESG impacts, risks
and opportunities for our business and
stakeholders. Building upon our last
materiality assessment in 2022, this
new assessment considered a broad range
of topics from both a financial business
perspective, and the outward impact on
society and the environment. The outputs
are informing our sustainability strategy
evolution and supporting us in prioritising our
efforts in an ever-widening ESG landscape.
How we are responding
•
Optimising menus to suit different budgets:
We apply a ‘good, better, best’ framework
across our food and beverage offerings,
ensuring customers can choose options
that suit their spending preferences.
This includes seasonal menus, meal deals,
and dynamic pricing for perishable goods,
helping customers feel confident in their
choices while managing costs.
•
Enhancing value through offers
and loyalty programmes:
We offer loyalty programmes,
customisation options, and customer
feedback mechanisms to build customer
trust and engagement. For example, in our
Upper Crust outlets, customers can get
special deals and free items if they sign up
to the brand’s ‘Rewards Club’ programme.
Our Sustainability Report complements
this report. Find it on our website:
www.foodtravelexperts.com/sustainability
1 Innova Market Insights, Sustainability in the Food and Beverage
Industry, Global Consumer Insights. Global sustainability trends
for the food and beverage industry.
2 The Sustainable Restaurant Association, Sustainable Hospitality
in 2025: 9 Trends To Look For.
1 KPMG Summer 2025 Consumer Pulse. KPMG Summer 2025
Consumer Pulse.
2 Nielsen, Mid-Year Consumer Outlook, 2025 NIQ unveils Mid-Year
Consumer Outlook - Guide to 2025 - NIQ.
Key customer trends continued
Corporate governance Financial statementsStrategic reportOverview
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Our business model
Creating long-term sustainable growth and returns
Like-for-like revenue growth
We operate in markets that have long term structural
growth, and we aim to deliver sustainable like-for-like
growth at least in line with market levels.
We tailor our product offer to meet our customers’
needs, aligning with their expectations and emerging
trends, whether that is value for money, premium offers,
dietary requirements or healthier menu options. We
create digital offerings through kiosks, order-at-table
apps and self-checkouts, increasing speed of service
and spend per transaction.
Cash flow generation
We generate cash profit at unit or site level, and
in addition, benefit from negative working capital
as we receive cash from our sales well in advance
of having to pay suppliers. We carefully manage
our clients and suppliers, agreeing payment terms
as part of our contractual negotiations.
Our cash is used to fund our capital expenditure,
tax and interest payments as well as dividends
and any share buyback programme.
New business development
Our markets typically operate on fixed-term concession
contracts or leases and therefore, there is a regular
renewal cycle for our units. We focus on retaining our
existing locations, leveraging our strong relationships
with our clients.
We also seek to grow our business through new wins,
crafting the right brand mix to meet the needs of a
location’s customers and clients. We have developed
skills and capabilities to build and open these new units
as quickly as possible, despite the challenging build
environments in which we operate.
Profit conversion
The travel concession market operates on a variable rent
linked to sales, which means we need to ensure all other
cost lines are effectively managed to deliver an
appropriate profit conversion.
We manage our food costs through range and recipe
reviews, which help us identify low-margin or slow-moving
products, to drive gross profit and minimise food waste.
We allocate our teams’ time across the day parts to ensure
we maximise sales-driving opportunities while minimising
cost at quieter times of the day. We challenge ourselves to
minimise our overheads, for example, reducing energy
usage across the estate.
We rely on our performance framework to create shareholder value. Our disciplined approach to financial management continues to support sustainable, high growth and returns.
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Corporate governance Financial statementsStrategic reportOverview
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Our business model continued
Read more about our strategy on pages 18-25. Find out more about how we engage with our stakeholders on pages 49-59.
How we do it How we deliver value for our stakeholders
Supplying food and beverage in a sustainable way
Our direct supplier relationships are primarily with local market
manufacturers, wholesalers and distributors. We are committed
to sourcing our ingredients and products responsibly and partnering
with suppliers who uphold strong sustainability credentials.
Providing operational excellence
and superior customer service
We operate F&B units within our clients’ travel locations, delivering
efficiency and performance to clients, brand partners and colleagues
in a complex environment.
Our high-quality food service standards help us to maintain
and extend existing contracts and win new business.
Keeping our colleagues engaged
We support our c.49,000 colleagues across the world through
a locally actioned, globally managed people strategy that ensures
we meet both the needs of our collective workforce and individual
colleagues. We foster a culture that focuses on creating an
environment of safety and belonging for all.
The experience we provide to our colleagues, and the culture we
foster within our units, in particular through our values, is aimed at
keeping our colleagues engaged and motivated, and in turn maintain
a culture of high performance that supports the delivery of our
business objectives.
Customers
By offering great tasting,
nutritious and sustainable
food and drink for people
on the move.
The value we create
4.4/5.0 Customer
feedback score as measured
by Reputation tool
Colleagues
By being a great place
to work where everyone
can fulfil their potential.
The value we create
3.95/5.00 score in
Colleague Engagement
Survey
Investors and lenders
By generating sustainable
long-term profitable growth
and returns.
The value we create
18.7% return on
capital employed
Clients
By delivering exceptional
service to their passengers.
The value we create
£790m total concession
fees paid
Joint venture (JV) partners
By helping them grow
their businesses through
new opportunities.
The value we create
c.100 JV partners globally
Brand partners
By being their preferred
partner for operating
in the travel sector.
The value we create
20 years average length
of relationship with key
brand partners
Suppliers
By building mutually
beneficial relationships.
The value we create
10 years average length
of relationship with key
distributors
Communities, NGOs
and society
By positively impacting our
planet and wider society.
The value we create
1% reduction in absolute
Scope 1 & 2 GHG emissions
vs 2024
Government and regulators
By supporting local
economies and contributing
our experience and expertise
to areas of policy
development.
Corporate governance Financial statementsStrategic reportOverview
17 SSP Group plcAnnual Report 2025
Read more about our KPIs on pages 26-27 and risks on pages 68-78.
Our strategy
A long-term strategy
to drive performance
Key to associated risk
Increasing
Stable
Decreasing
Prioritising high-growth
channels, markets
and contracts
•
Invest where returns will be highest
•
Revenue
•
Like-for-like revenue
•
Net gains
•
Return on Capital Employed
•
Net free cash flow
Geo-political and
macroeconomic events
Competitive landscape
Expansion into new markets
Supply chain and product
cost inflation
Legal and regulatory compliance
Realisation of returns on
capital invested
People
Availability of labour
and wage inflation
Enhancing capabilities
to drive performance
•
Improve what we do to deliver excellent
client and customer experiences that
grow profitable LFL sales
•
Revenue
•
Like-for-like revenue
•
Net gains
•
Net free cash flow
•
Colleague engagement score
•
Customer feedback score
•
Scope 1 and 2 GHG emissions
•
Global Lost Time Incident Frequency Rate
Geo-political and
macroeconomic events
Information security
Competitive landscape
Health and safety
Food and allergen safety
Expansion into new markets
Sustainability
Supply chain and product
cost inflation
Legal and regulatory compliance
Realisation of returns
on capital invested
People
Availability of labour
and wage inflation
Driving operational
efficiencies
•
Be efficient in everything we do to
improve margins and grow profits
•
Underlying profit margin
•
Underlying operating profit
•
Leverage
•
Net free cash flow
•
Return on Capital Employed
•
Underlying EPS
Information security
Supply chain and product
cost inflation
Realisation of returns
on capital invested
People
Availability of labour
and wage inflation
Strategic pillars: Associated KPIs: Associated risks:
Our long-term strategy and overarching focus areas
We aim to drive revenue growth, through like-for-like and net new contract gains, which we seek to convert efficiently to drive profit, cash and strong financial returns.
To do this, our strategy is focused on prioritising high-growth markets, channels and contracts, investing in our capabilities to underpin performance and driving operational efficiencies.
Corporate governance Financial statementsStrategic reportOverview
18 SSP Group plcAnnual Report 2025
Our strategy continued
Our FY25
strategic priorities
We have a long-term strategy
to drive revenue growth, through
like-for-like and net new contract
gains, which we seek to convert
efficiently to drive profit, cash
and strong financial returns.
To deliver our strategy, we have prioritised
investments in the markets, channels and contracts
where we see the strongest structural growth
drivers and highest returns potential. We are also
building capabilities in areas that will enhance
profitable sales and position us as the preferred
partner to our clients, and we are focused on
operating our business as efficiently as possible.
A heightened level of investment in our business
over the past three years has strengthened our
foundations and accelerated our growth
trajectory. Indeed, we have significantly increased
our presence in higher growth markets through
a combination of new business wins and
acquisitions. We have also improved our customer
proposition through new brands and concepts
and customer-facing digital solutions. Though
significant progress was made, driving forward
this strategy required a substantial step up
in capital investment.
In FY25, we moved into the next stage of delivery
– a tightened strategic agenda focused on driving
profitability and delivering returns on the
investments we made.
With this in mind, we set out four key strategic
priorities for FY25. These were:
1. To drive sustainable growth;
2. To build profitability in Continental Europe,
where performance had fallen below
expectations in FY24;
3. To focus on cost efficiencies; and
4. To accelerate returns from capital
investments and focus on cash.
Drive sustainable
growth
Focus on cost
efficiencies
Accelerate returns from
capital investments and
focus on cash
Build profitability
in Continental Europe
Our FY25 strategic priorities
Link to our strategyLink to our strategy Link to our strategyLink to our strategy
Key:
Prioritising high-growth channels,
markets and contracts
Enhancing capabilities
to drive performance
Driving operational
efficiencies
Corporate governance Financial statementsStrategic reportOverview
19 SSP Group plcAnnual Report 2025
Drive sustainable
growth
Visit our website: www.foodtravelexperts.com
Our strategy continued
We compete in markets that offer attractive
structural growth, driven by favourable
demographics and demand for travel, supported
by strong supply-side investment in the travel
sector. Our strategy has been to optimise these
opportunities by prioritising profitable organic
growth, focusing on the right regions, channels
and contracts where we see strong opportunities
for returns. In the year, we focused on driving
LFL sales through both increasing passenger
conversion rates and average transaction values.
Against an unsettled macroeconomic backdrop
and a softer demand environment in some of
our key travel markets in the second half of the
financial year, Group LFL sales growth of 4%
in FY25 was in line with our guidance of c.4-5%.
New business wins and retentions
We have continued to focus on increasing our
presence in North America and APAC & EEME,
where we have significant market share
opportunities, and where we see an opportunity to
expand the business while delivering strong returns
on capital. Our priority in the UK and Continental
Europe, which are more mature markets, is to
retain or extend profitable contracts.
In North America, through organic new wins, we
continued to strengthen our competitive position,
building our market presence to 56 airports,
representing a presence in approximately
half of the busiest 80 airports in North America.
In the last year, we secured key new business wins,
including at JFK Airport Terminals 5 & 6 and at
Denver Airport, expanding our presence at two
of the country’s busiest airports.
In APAC & EEME, we focused on building returns
from our recent ARE acquisition in Australia and
the smaller TG joint venture investment in
Indonesia, while building scale and profitability in
our more recent market entries such as Malaysia.
We also grew our platform in more mature
and highly profitable markets, such as Egypt,
where we extended contracts in three airports,
to operate a total of 20 units. In India, we won
important new contracts at Cochin International
Airport. We also successfully delivered the IPO
of our JV business, Travel Food Services (TFS),
creating a basis to build further value for SSP
shareholders. See page 36-37 for more
information on TFS.
In the UK and Europe, we continued to
strengthen our relationships with clients,
renewing contracts at Leeds Bradford Airport
and Belfast International Airport in the UK,
Lanzarote Airport in Spain, Zurich Airport in
Switzerland and Frankfurt Airport in Germany.
In the UK, successful renewal activity included
the ongoing rejuvenation of our regional UK
Air estate, in particular our units at Newcastle,
Liverpool, London City and Birmingham Airports.
In Continental Europe, we have focused on the
effective mobilisation of renewed contracts,
seeking to optimise sales and profitability.
In the year, our contract retention rate remained
strong at over 80%, reflecting the ongoing
confidence that our clients have in our
operational delivery.
Enhancing capabilities to drive like-for-like
sales growth
Across all markets, we continued to build on
our capabilities to drive like-for-like sales growth,
enhancing our proposition to meet customer
demands, identifying improvement opportunities
in our operations and embracing the benefits of
digitisation. Reviewing and updating our offer
to adapt to our clients’ and customers’ needs
is essential to our success. This year, aligned with
customer trends and expectations, we opened
innovative new units with a focus on experience-
led concepts, including Tigerstaden at Oslo Airport,
Portal Bar & Eatery at Christchurch Airport,
Aida at King Abdulaziz International Airport in
Saudi Arabia and Sky Gamerz at Seattle Airport
in America.
We continued to identify opportunities to
enhance the performance of our existing units.
In the UK, we opened our experience-led concept
Shelby & Co, based on the popular Peaky
Blinders TV series. The unit opened as part of
the revamp of our offer at Birmingham Airport,
replacing our previous Factory Bar unit. It has
driven strong sales since its opening, with c.14%
increase in sales compared to the previous unit.
In retail, we continued the refurbishment
programmes of our M&S stores, which included
new layouts, merchandising, digital tills, lighting,
signage and flooring. We refreshed a further
nine units and, despite the impact of the M&S
systems issues, following its cyber incident in
the spring, we saw an average 10% sales uplift
across these refurbished stores (compared to
the non-refreshed stores).
Globally, we continued to upgrade our systems
and further roll out digital ordering and payment
systems. We put in place initiatives to drive
like-for-like sales, such as kiosk enhancements
to optimise upsell, digital display screens to
enhance transparency and upsell opportunities,
and innovative customer-facing solutions such
as robotic waiters.
Overall, this mix of digital initiatives helped
us drive sales penetration, with 31% of our
transaction now taking place on a digital
ordering system.
FY26 priorities
•
Profitable LFL sales growth.
•
New business wins in high returning channels,
markets and contracts.
•
Key contract retentions.
Links to our strategic pillars:
Key highlights:
4%
like-for-like sales growth
4%
net gains growth
40%
of our revenue in the high-growth regions
of North America, APAC and EEME
Prioritising high-growth channels,
markets and contracts
Enhancing capabilities
to drive performance
Driving operational
efficiencies
Corporate governance Financial statementsStrategic reportOverview
20 SSP Group plcAnnual Report 2025
Build profitability
in Continental
Europe
You can read more about how we’re driving further
cost efficiencies across the Group on page 22.
Due to a combination of external headwinds,
the scale of our contract renewal programme,
and a number of operational challenges, including
the slower recovery post-Covid in the Rail sector,
profitability in our Continental Europe business
has been tracking behind our expectations.
In response, we set out a plan in 2024 to drive
operating profit margins in the region.
While our Nordic and Spain businesses
performed well and we delivered tangible
benefits from each element of our plan, overall
progress for the region to 2.1% operating margin
in FY25 (at constant exchange rates) was slower
than we had anticipated. This was due to a weak
performance in France and Germany, driven by the
scale of the interventions we deemed necessary
to deliver a sustainable improvement, as well as
the challenging overall market and Rail and MSA
channel environments in these countries.
Progress against our five point recovery plan:
1. Driving returns from our investments
We took action to drive returns from our
investment programme, particularly from the
recent elevated level of renewals, to ensure units
reach mature returns more quickly. We made
progress on our bespoke plans to address markets,
contracts and units that were underperforming
against expected returns. At a contract level,
in airports where passenger flows were below
expectations, we addressed potential remedies
on a case-by-case basis. At a unit level, we
implemented specific sales driving or cost base
interventions to bring them back to acceptable
levels of return – this work is ongoing. In the year,
we renegotiated contracts in the Netherlands,
Denmark, Iceland and France.
Links to our strategic pillars:
Key highlights:
£26m
pre-IFRS 16 underlying operating profit
£27m
capex reduction
2.2%
operating profit margin
Driving operational
efficiencies
Our strategy continued
2. Leadership changes
We made several changes to the senior
management team in the region, including a full
restructure of the management team and the
appointment of a new Managing Director in
Frabel, our largest market in Continental Europe.
We embedded a streamlined leadership structure
in the Nordics with the appointment of a new CEO
to drive clearer accountability and increase the
focus on operational disciplines. These changes
reinforced the Continental Europe leadership
team, following the appointment of Satya
Menard as regional CEO in 2024.
3. Cost-saving programme
We implemented a lower cost operating
model across the whole region. We took action
to reduce the cost base through the optimisation
of menu and ranges, labour costs and overheads.
Aligned with the work to review our global
support functions operating model, we reduced
central costs at the European level, eliminating
duplication and establishing a structure to better
drive performance and efficiencies across our
operations levers. To reduce our cost of goods
and drive efficiencies, we developed a suite of
tools in the Nordics, which included production
planning for central kitchens and labour
scheduling tools. We have made continuous
improvements in our ways of working, reviewing
opening hours, workforce composition and
flexibility, organisational setup, peak-period
mobilisation and food preparation routines.
4. German MSA exit
We continued to tightly manage the closure of our
legacy, loss-making German Motorway Service
Areas ahead of a complete exit at the end of 2026.
In the year, we exited 72 units, with 35 units to be
exited in FY26.
5. Like-for-like sales initiatives
We focused on driving like-for-like sales,
building on strong performances in the Nordics
and Spain, in addition to steadily growing the
sales and returns from our Rail business.
We introduced a series of tactical and strategic
initiatives, including colleague competitions to
drive sales, enhanced use of digital technologies
to incentivise upselling on self-checkout tills
and the use of AI to better plan production.
Capitalising on the strong performance of
our Spanish business, we conducted a number
of deep dives into our high-performing units
to apply learnings into other units across
the region.
FY26 priorities
•
Progress the delivery of the MSA exit
in Germany.
•
Further operational cost reductions.
•
Leaner operating model.
•
Continued LFL sales growth.
•
Wide-ranging review of Continental
European Rail business.
Enhancing capabilities
to drive performance
Corporate governance Financial statementsStrategic reportOverview
21 SSP Group plcAnnual Report 2025
Focus on cost
efficiencies
Visit our website: www.foodtravelexperts.com
Our strategy continued
Running efficient operations is a core SSP
competency and deeply embedded in our culture.
We aim to optimise gross margins and leverage
the international scale of our business by paying
rigorous attention to managing the key costs
of food and beverage, labour and overheads.
As part of our FY25 plan, we enhanced our focus
on driving efficiencies to deliver year-on-year
margin improvements.
To support year-on-year margin improvement
and counterbalance, where possible, the impact
of cost inflationary pressures, we have a rolling
programme of operating cost reductions.
The programme consists of numerous streams of
activity across all areas of our cost base including
gross margin optimisation, labour productivity,
management of concession fees, and overheads.
Across the Group, we delivered a significant
corporate and regional overhead restructuring
plan to simplify and scale back our support costs
across the world. (see case study on the right).
Other efficiency initiatives have included a
systematic review of sub-performing units and
contracts, putting in place action plans for each
one to deliver improved level of returns in a short
timescale. This review led to the decision to exit
our subscale businesses in Italy and Bermuda.
In addition, we have renegotiated many contracts
across the world to deliver improved returns.
Notable examples include Copenhagen, The
Netherlands, Keflavik in Iceland, and San Francisco.
At a regional level, we also delivered a number
of cost-saving initiatives during the year. In the
Nordics, we successfully implemented a number
of new processes across the Helsinki Food
Court and Central Production Unit to improve
productivity in kitchen production and reduce
associated costs. Key changes included
Links to our strategic pillars:
Key highlights:
£223m
pre-IFRS 16 underlying operating profit
6.1%
pre-IFRS 16 underlying operating profit margin
30bps
FY25 operating margin accretion
(constant currency)
Driving operational
efficiencies
restructuring shift patterns, streamlining
production processes, and optimising product
ranges. These efforts have resulted in a
significant annualised return on operations
saving of around £0.2m.
We also continued to leverage digital technology
to simplify our operations and ways of working,
better allocating resources and identifying areas
for improvement. We launched a Global Digital
Dashboard, which helped us track the
performance of our digital channels compared
to traditional point of sales across our estate.
Looking at metrics such as sales and ATV, we
monitored the performance of our digital tools
to ensure they’re optimised to drive sales in all our
units. Since the launch in FY25, these dashboards
have enabled a better visibility of our digital
channels’ performance.
We’ve expanded the rollout of Automated
Meter Readers (AMRs), which help us monitor
our energy consumption, supporting our net-zero
strategy and driving significant energy cost
savings. By the end of 2025, we had deployed
around 1,100 AMRs globally. This has been an area
of focus in the UK and, by the end of the year, we
had around 380 units equipped with AMRs in the
region, representing 75% of our UK estate. Using
the data sourced from AMRs, we also built energy
consumption dashboards, which enabled teams
to monitor energy usage patterns throughout
the day and identify opportunities to reduce
consumption in our units.
Reducing our cost of goods sold, currently at
27% of sales, is another important lever to offset
inflationary pressures and deliver margin accretion.
In North America, we completed a comprehensive
project to optimise and streamline menus across
all our casual dining restaurants and bars, seeking
to deliver a high-quality offer for our customers
while helping us reduce our cost of goods sold.
Our Procurement and Culinary teams
collaborated to re-engineer our top menu
item (Burger and Fries) to ‘build a better burger’.
Collectively we redeveloped our burger and bun
specifications (raw materials, sizing etc.) with a
new supplier. The result was a reduction in costs,
improved quality and taste, and better distribution
access. Combined, the product changes resulted
in an average cost saving of c.20% in Canada
and c.10% in the US.
FY26 priorities
•
Reset sub performing units and contracts.
•
Embed our corporate and regional overhead
restructuring plan.
•
Assess further efficiency opportunities
to underpin profit growth.
Simplifying our support
function structures globally
We led a significant corporate and regional
overhead restructuring plan to simplify and
scale back our support costs across the world,
which was completed at the end of the year.
The programme reduced duplication and
complexity across the business, whilst also
ensuring no drop in customer or client service
by our front-line teams. We also reviewed
ways of working between Group and regional
teams to enable greater local ownership of
delivery, supported by strengthened global
scale and clearer governance across our
operating model.
This programme will deliver a £30m
annualised benefit, of which £5m was
delivered in FY25.
Corporate governance Financial statementsStrategic reportOverview
22 SSP Group plcAnnual Report 2025
Prioritising high-growth channels,
markets and contracts
2025
2024
2023
17.7%
17.0%
18.7%
Accelerate returns
from capital
investments and
focus on cash
You can read more about our ROCE progression
in our KPIs pages 26-27.
At our FY24 full year results, we introduced
Return on Capital Employed (‘ROCE’) as a key
performance indicator to demonstrate our
commitment to delivering stronger Group-wide
returns. In FY25, we delivered a ROCE of 18.7%,
up from 17.7% in FY24, and 17.0% in FY23 as
we focused on building returns in our existing
portfolio. The five acquisitions we made in 2023
and 2024 have been a key driver of improving
returns. In addition, ROCE progression was
supported by increased underlying profits, a
scaling down of new capital expenditure from
£280m in FY24 to £212m in FY25, and limited
in-year M&A, in line with our prioritisation of
profitable organic growth and shareholder returns.
As we improve our operating performance and
effectively manage our capital base, we aim to
deliver a ROCE of c.20% in the medium term,
consistent with remuneration targets.
Investment in our base estate
Around 60% of this investment was in our
base estate, where we successfully renewed
approximately one third of our estate and
extended our average remaining contract
tenure from four years in 2022 to six years
in 2024. This elevated level of investment was
‘catching up’ after many renewals were put on
hold in the Covid period and caused our renewals
level (as a % of sales) to rise to an average of 14%
across the two years versus a normalised level
of c.10%. In combination with the rest of our
investment programme, this renewal activity
resulted in a high level of pre-opening costs,
which put pressure on near-term profitability.
In FY25, the level of renewals in our investment
programme reverted to more normal levels,
reducing cost pressures on our P&L and the
level of capital investment in our base estate
going forward.
Links to our strategic pillars:
Key highlights:
18.7%
Return on Capital Employed
£80m
free cash flow pre-dividend
11.9p
underlying pre-IFRS 16 EPS
Driving operational
efficiencies
Our strategy continued
New contracts and M&A
In the region of 40% of our investment over the
FY23 to FY25 period was in expansionary capital
comprising M&A and new contracts. We made
five acquisitions during FY23 and FY24 and have
since been focused on their effective integration
to ensure we optimise synergies and deliver
the expected returns on investment as they
mature post-integration. Performance of recent
acquisitions has been strong and returns are in
line with or ahead of expectations.
This past year, we deprioritised incremental M&A
spend and adopted a more targeted prioritisation
process to focus capital investment on our North
America and APAC & EEME markets, which are
delivering the highest returns on new business.
Given our strong cash generation in FY25,
as at the end of the financial year, our net debt/
EBITDA was 1.6x, at the lower end of the 1.5x-2.0x
target range. As a result, in October 2025,
we initiated a £100m share buyback, consistent
with our capital allocation strategy.
ROCE progression since 2023
FY26 priorities
Focused cash generation plan:
1. Operating
cashflow
•
Strong execution at unit,
airport and regional level.
•
Disciplined operating standards.
2. Working
capital
•
Payment flows: timing of
rent payments, use of bank
guarantees.
•
Focus on faster cash collection.
3. Capex
•
Being more selective.
•
More overt ‘competition’
for capital internally.
•
Reviewing unit build
specifications – ‘smart capex’.
4. MI, interest
and tax
•
Optimising minority interest
and JV partner models.
•
Tailoring funding structures.
5. Cultural
change
•
Emphasis on cash metrics
in performance management.
•
Market CFOs accountable
for cash delivery.
Corporate governance Financial statementsStrategic reportOverview
23 SSP Group plcAnnual Report 2025
Delivering our
People Promise
Our people are at the heart of
everything we do. To support our
people to deliver our purpose of
being the best part of the journey,
this year, we launched our ‘People
Plan’ and associated ‘People Promise’
– ‘to be the best part of your journey’,
which was cascaded globally during
the year.
Our people and culture
6.52
global Lost Time Incident Frequency Rate
(LTIFR) (per 1m hours worked)
40%
women in senior management roles
3.95/5.00
score in our Colleague Engagement Survey
To define our People Plan, we conducted an
assessment of our company culture and our
colleagues’ experiences at different levels of the
business, which included site visits, engagement
feedback reviews and interviews with colleagues
across the business. As a result, we identified
three core themes to support the delivery
of our strategy.
1. Building our talent and strengthening
our leadership
2. Simplifying our organisational structure
3. Identifying the drivers of a high-performance
culture and embedding new values
You can read more about the progress we made
to support our people on pages 42-47 of our
Sustainability Report.
Building our talent and strengthening
our leadership
Attracting and retaining top talent is key to our
success in today’s competitive market. This year,
as part of the talent cycle, we launched our new
‘potential map’, to identify and develop colleagues
with high potential and help them reach their next
step in the business. Overall, we saw an
improvement in succession planning at senior
leadership levels, with 69% of GEC and regional
executive incumbent roles having at least one
successor identified. Through Ignite, our high
potential senior leaders programme, we continued
to support senior high potential talent. To date,
more than 50% of participants have achieved
a promotion or a significant role expansion.
Simplifying our organisational structure
This year, we reviewed the role of our global
support functions with the aim of putting the
right structures in place to deliver performance,
strengthen our global capabilities, and empower
our regions. The review focused on eliminating
duplication, clarifying accountability and defining
a consistent governance model across the Group.
The refreshed structure was launched in
October 2025.
Identifying the drivers of a high-performance
culture and embedding new values
As part of our research into the drivers of high
performance, we identified the need to develop
stronger business values that resonate with our
colleagues and support a culture of high
performance. With the support of our Board and
Group Executive Committee (GEC), we set out to
uncover the ‘magic’ of what defined SSP when we
were delivering the best customer experiences
and performance outcomes. Through extensive
research across our operational teams and in
conversation with senior leaders, we identified
our ‘Recipe for Success’, the values and associated
leadership behaviours (flavours and ingredients)
that define our culture. These were launched to
our leadership team in the Autumn of 2025 and
are being cascaded throughout the business.
We want our people to feel they have a say and that
we listen to them. Keeping our colleagues engaged
is essential to delivering our performance and
supporting our culture. This year, we conducted
our third Colleague Engagement Survey with
Gallup and broadly maintained our engagement
score of 3.95/5.00 (vs. 3.97/5.00 in 2024).
We coupled this with a wider insights-gathering
exercise to gain deeper understanding of what
was on colleagues’ minds. This work informed
the high-performance culture development.
Creating an environment of belonging where
everyone can truly be themselves is core to our
beliefs and future business success. In 2023,
we committed to achieving a target of 40% of
our Group Executive Committee and their direct
reports being women by 2025, and we reached
this target this year. We continue to track and
report against this measure as part of our
sustainability reporting.
You can read more about our diversity targets
on page 44 of our Sustainability Report.
Safety and wellbeing
Ensuring the safety of our food, customers,
colleagues and the public is a fundamental
priority. We have continued to embed a positive
safety culture throughout our business and equip
our teams with the tools and information they
need to stay safe. This year, we prioritised action
planning across our priority areas (Global Safety
Minimum Standards, compliance and training) and
more rigorous safety metrics reporting. For
example, we broadened the scope of safety
metrics, increased reporting frequency and
improved data accuracy. To promote best
practice and open dialogue around workplace
safety, we also ran regular campaigns. A key
Group-wide initiative was our ‘Together We’re
Safer’ summer campaign, focused on hazard
awareness and reporting during the peak
trading period.
You can read more about our ‘Together We’re Safer’
campaign in our stakeholder engagement section
on page 52.
You can read more about our progress on safety
and wellbeing on pages 45-47 of our 2025
Sustainability Report.
Launching our new values
We launched our ‘Recipe for Success’ this year,
a fresh approach to our culture. The launch
included a new set of values, inspired by global
research and shaped by the core themes that
matter most to our people.
Key highlights:
Corporate governance Financial statementsStrategic reportOverview
24 SSP Group plcAnnual Report 2025
Governance
P
r
o
d
u
c
t
P
l
a
n
e
t
P
e
o
p
l
e
Our strategic approach
Our Sustainability Strategy encompasses the
three core areas of Product, Planet and People.
Within these, we have made 10 key commitments,
which are focused on the most material issues
for our business and our stakeholders. These
commitments are supported by clear and
measurable 2025 targets, as well as our science-
based net-zero targets for 2032 and 2040.
While united under our global Sustainability
Strategy, our decentralised business model
empowers each region and market to tailor
their approach to delivering these commitments,
adapting to unique local circumstances and
environments. This flexibility enables us to deliver
meaningful, local impact on a global scale.
Sustainability
Embedding
sustainability
We are committed to operating
sustainably and addressing
our impacts while working in
collaboration to drive positive
change across the global food
travel sector.
Our Sustainability Strategy
Read more about net-zero transition and climate risk
management on pages 60-67.
Our 2025 Sustainability Report complements this report
and provides detailed information on our Sustainability
Strategy, targets and performance. You can find it on
our website: foodtravelexperts.com/sustainability
Delivering our targets
Our strategy and targets, set in 2021, were
ambitious by design, reflecting both the complexity
of our business and the scale of change required.
Having reached the 2025 deadline for most of our
targets, we are pleased to report strong progress.
Highlights of our year-end performance include:¹
•
39% of meals offered by our own brands
globally were plant-based or vegetarian;
•
100% of our own brand packaging globally
was reusable, recyclable or compostable;²
•
40% of senior leadership roles were held
by women;
•
Human rights due diligence was completed
for 99% of our high-risk suppliers globally.
We’ve also made real strides in sustainable
sourcing for our own brands, with 100% of coffee
from certified sustainable sources in all but one
market, and 100% cage-free eggs in all but seven
markets. In our Asia and Middle East markets
where we have faced significant challenges with
limited local availability and fragmented supply
chains, we remain committed to driving progress
with clear transition plans in place.
See detailed performance data across all our targets
in our 2025 Sustainability Data Book.
Supporting commercial performance
Sustainability is no longer considered a
standalone initiative. It is fast becoming a core
enabler of how we operate, delivering a ‘triple win’
across people, planet and profit.
We are embedding sustainable thinking into each
stage of our product and service proposition where
possible. This includes aligning product offers to
menu design with shifting consumer expectations,
while also improving environmental outcomes
such as reducing GHG emissions from our food
and drink. Operationally, we are streamlining
ordering and production processes to cut waste
and manage costs.
In our physical spaces, we are considering how we
apply circular design principles, such as reusing
and repurposing existing materials, to reduce
waste, lower capital investment and accelerate
build times.
These achievements have earned us external
recognition. Our UK team won the Economic
Sustainability Award at the 2025 Footprint
Awards for reducing the carbon footprint of
our Soul + Grain brand, while boosting sales and
cutting waste. Our Sustainable Build Standards
were named Airport Sustainability Initiative of
the Year at the Airport F&B + Hospitality Awards.
We were also proud to be recognised as a Climate
Leader in the Financial Times’ 2025 Europe’s
Climate Leaders Report.
Looking ahead
To support our strategy evolution, in 2025, we
conducted a best practice new double materiality
assessment to identify the most important ESG
impacts, risks and opportunities for our business
and stakeholders. The outputs are informing how
we evolve our strategy and targets and support
us in prioritising our efforts in an ever-widening
ESG landscape.
See the results of our double materiality assessment
on pages 60-62 of our 2025 Sustainability Report.
c.1,750 tonnes
of food waste diverted
from landfill
19% lower
Scope 1 & 2 emissions intensity
(per £m revenue), vs 2019 base year
£1.25 million
invested in community
programmes
Key highlights:
1 To present performance against the target deadline, the 2025
data for this metric represents status at year-end rather than total
volumes for the full year. For comprehensive annual performance
data, please see our Sustainability Data Book.
2 Rounded to 100% for reporting purposes; actual performance
was 99.7%.
Corporate governance Financial statementsStrategic reportOverview
25 SSP Group plcAnnual Report 2025
2025
2024
2023
2022
834.22021
2,185.4
3,433.2
3,638.5
3,009.7
2025
2024
2023
2022
-2.9
2021
1.4
1.6
1.7
2.1
2025
2024
2023
2022
-58.12021
52.0
-232.5
50.7
-124.9
2025
2024
2023
2022
-41.02021
+154.7%
+8.8%
+3.7%
+31.5%
2025
2024
2023
2022
0.4%2021
4.0%
8.2%
4.1%
6.4%
2025
2024
2023
2022
-209.02021
-25.1%
1.4%
205.6
6.0%
222.8
6.1%
30.3
30.3
5.4%
Revenue (actual currency: £m)
Net free cash flow (actual currency: £m)Underlying operating profit/(loss) (£m) and margin (%) Leverage
Definition
Revenue represents amounts
for catering and retail goods
and services sold to customers
excluding value added tax and
similar items.
Comment
Total revenue increased by 8% to
£3.6bn, including 3.7% like-for-like
revenue and 4.1% net gains.
Link to our strategy
Definition
Underlying operating profit/(loss)
represents revenue less underlying
operating costs. Underlying
operating profit margin represents
underlying pre-IFRS 16 operating
profit as a % of revenue.
Comment
Underlying operating profit
margin improved to 6.1%, driven by
improved revenue and gross profit.
Link to our strategy
Definition
Net free cash flow is defined as
the cash generated after operating,
investment and financing
activities (i.e. capex, tax, interest
and dividends).
Comment
Net free cash flow was £50.7m,
relating to lower capex spend,
stronger EBITDA and improved
working capital.
Link to our strategy
Definition
Leverage represents the ratio
of underlying pre-IFRS 16 EBITDA
to pre-IFRS 16 net debt at the end
of the year.
Comment
Leverage decreased from 1.7x
to 1.6x primarily due to stronger
cash flow.
Link to our strategy
Key performance indicators
See pages 46-48 for reconciliations
to IFRS measures.
Link to our strategy:
Prioritising high-growth channels,
markets and contracts
Enhancing capabilities to drive performance
Driving operational efficiencies
Financial KPIs
Margin (%)
Definition
Like-for-like revenue represents
revenues generated in an
equivalent period in each financial
year for outlets open for at least
12 months.
Comment
Like-for-like revenue growth
was 3.7%, supported by strong
performance in the UK and
APAC & EEME.
Link to our strategy
Definition
Net gains represents the revenue
in outlets open for less than
12 months, including acquisitions.
Prior period revenues for closed
outlets are excluded from
like-for-like sales and classified
as contract losses.
Comment
Net gains was 4.1%, as we
prioritised investments in APAC
& EEME and North America.
Link to our strategy
Like-for-like revenue (constant currency: %) Net gains (constant currency: %)
Corporate governance Financial statements
Strategic reportOverview
26 SSP Group plcAnnual Report 2025
2025
2024
2023
2022
-31.9
2021
-4.5
10.0
7.1
11.9
2025
2024
2023
2022
2021
-29.8%
17.0%
17.7%
18.7%
1.4%
2025
2024
2023
2022
3.75
2021
3.82
3.97
3.95
3.98
2025
2024
2023
2022
3.4
2021
3.9
4.4
4.4
4.2
2025
2024
2023
2022
n/a
2021
n/a
7.13
6.52
n/a
2025
2024*
202
3
2022
145,757
2019
base year
109,623
158,859
157,782
95,539
See pages 46-48 for reconciliations
to IFRS measures.
Return on capital employed (constant currency: %)
Definition
Return is defined as underlying
pre-IFRS 16 operating profit,
adjusted for Associates and
Non controlling interests. Capital
Employed represents Group Net
Assets, adjusted for Net Debt, tax
assets and liabilities, lease assets
and other long-term liabilities.
Comment
ROCE increased to 18.7%
primarily as a result of improved
operating profit.
Link to our strategy
Key performance indicators continued
Link to our strategy:
Prioritising high-growth channels,
markets and contracts
Enhancing capabilities to drive performance
Driving operational efficiencies
Financial KPIs continued
Underlying pre-IFRS 16 earnings per share (EPS) (p/share)
Definition
Underlying pre-IFRS 16 earnings
per share is calculated by dividing
the result for the year attributable
to ordinary shareholders, adjusted
for non-underlying items, by the
weighted average number of
ordinary shares outstanding
during the year.
Comment
Underlying pre-IFRS 16 EPS
increased to 11.9p per share as a
result of higher operating profit.
Link to our strategy
Non-financial KPIs
Colleague engagement score (out of 5) Customer feedback score (out of 5)
Definition
The Gallup Q12 engagement index
score is a widely used employee
engagement survey. It consists
of 12 questions to assess various
aspects of a colleague’s workplace
experience, such as level of job
satisfaction, quality of
relationships with colleagues and
managers, and sense of purpose at
work. This is the third year we have
used the Gallup methodology.
Comment
In 2025, we achieved a Q12 index
score of 3.95/5.00, a stable score
on 2024.
Link to our strategy
Definition
We use an external provider,
Reputation, to measure feedback
on a consistent basis across the
business. Our Reputation score
is calculated based upon online
reviews including Google and
Tripadvisor ratings.
The score encompasses data
from the 15 countries in which
Reputation is live.
Comment
We achieved a score of 4.4/5.0,
a steady score on 2024.
Link to our strategy
Scope 1 and 2 GHG emissions (tonnes of CO2e)
Definition
Absolute Scope 1 and Scope 2
(market-based) tonnes of carbon
dioxide equivalent (CO2e). Our
2024 data has been restated to
reflect methodology changes
Comment
In 2025, absolute Scope 2
emissions reduced by 29% from
our 2019 base year, but this was
largely offset by Scope 1 increases
due to improved data accuracy and
completeness. Compared to 2024,
emissions remained relatively flat
with a small 1% decrease.
Link to our strategy
* Restated from previously reported figures.
Global Lost Time Incident Frequency Rate (per 1m hours worked)
Definition
The Global Lost Time Incident
Frequency Rate (LTIFR) reflects
the number of work-related
incidents leading to colleague
absence of one full shift or more,
calculated per one million
hours worked.
Comment
In 2025, our global average
LTIFR was 6.52, an improvement
on 2024.
Link to our strategy
You can find all our GHG performance data, as well as details of our net-zero
transition, climate risk management and restatements on pages 60-67.
You can find our progress against our diversity targets
in the Sustainability Report.
Corporate governance Financial statements
Strategic reportOverview
27 SSP Group plcAnnual Report 2025
24%
share of SSP
global revenue
100%
share of revenue
in the air channel
c.8,700
colleagues
£95m
operating profit
£93m
pre-IFRS 16
underlying
operating profit
c.425
units
c.55
locations
Regional reviews
This has been a strong year for our North America
region, marked by strategic expansion and key wins
across major airports, including Denver and JFK,
two of the busiest in the US. We continued our focus
on operational excellence as a key performance driver,
with a number of initiatives to boost productivity and
streamline operations.
George Mboya
Chief Executive Officer,
North America
N
Aca
£852m
revenue
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Strategic reportOverview
28 SSP Group plcAnnual Report 2025
Driving growth
and performance
at JFK Airport
Case study: North America
Regional reviews continued
North America continued
Since the early 2000s, SSP America has
operated at John F. Kennedy International
Airport, one of the busiest airports in the USA.
Having successfully secured a 10 year +
extension of nearly 20 units at Terminal 4
in 2024, this year we won a new contract in
Terminal 5 – JetBlue’s flagship terminal – to
operate approximately 11 new units. We also won
a contract to operate four further units with
18-year leases in Terminal 6, which is currently
undergoing a transformation by The Port
Authority of New York and New Jersey.
SSP America is one of the largest operators
of F&B at The Port Authority of New York
and New Jersey airports, and it was our track
record of operational excellence and deep
understanding of the New York market which
proved instrumental in securing both contracts.
Alongside maintaining and securing new
business at JFK, we have implemented several
key initiatives to enhance our performance
at the airport (and other New York airports
where we operate). For example, we worked
collaboratively with fellow concessionaires and
the Port Authority to develop a pricing solution
which would address labour inflation. In addition,
we have rolled out customer facing digital
technologies such as Order at Table and self-order
kiosks in the majority of our outlets, with sales
from digital solutions steadily increasing. This
is leading to higher average tickets as well as
delivering operational efficiencies.
Market overview and context
Despite the impact of trade policy and political
tensions on travel to and within the region in
FY25, North America remains the world’s largest
air travel market. This growth is driven by rising
passenger volumes and increasing demand for
high-quality, casual dining experiences in airport
environments. We operate exclusively in the air
channel in North America, where we continue
to see significant opportunities to expand our
footprint and grow our market share from its
current base.
Over the past three years, our performance in
the region has been strong. Revenues have grown
from £670m in FY23 to £850m this year, while
EBIT has nearly doubled from £55m to £93m.
This translates to a compound annual growth
rate of 13% in revenue and 30% in profit. At the
same time, we have steadily improved our EBIT
margin, which now exceeds 10%, reflecting our
disciplined approach to operational efficiency
and cost management.
In the past three years, our regional strategy has
been underpinned by targeted growth aimed at
increasing market share and strengthening our
platform in both the US and Canada. By the end
of this year, we had a presence in 56 airports in
North America, representing nearly half of the
top 80 airports in the region. This scale provides a
strong foundation for future growth and enables
us to drive efficiencies across our operations.
We pride ourselves on delivering a true ‘taste
of place’ by partnering with iconic national and
local brands and developing boutique concepts
specifically designed for the airports we operate
in. These offerings are tailored to meet the
evolving preferences of today’s travellers and
reflect the culinary identity of local communities.
Operational excellence continues to be a key
performance driver. We have implemented
a range of initiatives to boost productivity
and streamline operations, including menu
optimisation, the deployment of automated
kitchen equipment, and the integration of
operational software to improve back-of-house
efficiency. Our use of customer-facing digital
tools is also helping to drive like-for-like growth.
FY25 Performance
Full year revenue of £852.3m increased by 8.3%
on a constant currency basis, including like-for-like
decline of (0.4)% and contributions from new
space of 8.7%, including acquisitions of 1.9%.
The underlying operating profit for the period
was £99.4m, compared to £87.6m in FY24,
and the reported operating profit was £95.4m
(2024: £79.9m).
During the first half, sales growth remained
strong, running 13.0% above the prior year on
a constant currency basis, including like-for-like
growth of 1.5%, net contract gains of 7.6%, and
a 3.9% contribution from acquisitions. During
the second half, sales growth slowed to 4.5%
on a constant currency basis, due to a challenging
market operating environment. New space in the
second half grew by 6.4% through organic gains,
with contributions from new openings in Bradley
International Airport, Victoria International
and George Bush International.
Read more about financial performance
in the Financial Review on pages 38-48.
Clients
Corporate governance Financial statements
Strategic reportOverview
29 SSP Group plcAnnual Report 2025
Regional reviews continued
This year has been one of focused execution across our
UK and Ireland business. We have delivered progressively
stronger and more sustainable performance, with steady
like-for-like sales growth, continued improvement in
operating margins, and robust cash generation. At the
heart of our success has been the refinement of our
brand portfolio, balancing SSP-owned propositions with
high-impact brand partnerships. We’ve continued our
focus on operational efficiency, in particular using digital
tools to streamline tasks.
Kari Daniels
Chief Executive Officer,
UK & Ireland
UK &
Il
26%
share of SSP
global revenue
c.8,600
colleagues
£86m
operating profit
£962m
revenue
£81m
pre-IFRS 16
underlying
operating profit
c.475
units
c.170
locations
53%
share of revenue
in the rail channel
5%
share of revenue
in other categories
42%
share of revenue
in the air channel
Corporate governance Financial statements
Strategic reportOverview
30 SSP Group plcAnnual Report 2025
Regional reviews continued
UK & Ireland continued
To capitalise on peak season opportunities,
we launched the ‘Sales Boost’ campaign, a
performance-driven initiative to elevate sales
across all units. The campaign ran from end of
July up until October 2025. It challenged teams
to achieve a 2.5% uplift in Average Items Per
Transaction (AIT) and overall sales, with a focus
on increasing basket size and footfall to
enhance the customer experience.
The campaign achieved good results,
strengthening operational excellence and
customer satisfaction in our units while driving
tangible commercial impact. It was also an
opportunity to celebrate the dedication of our
teams. We saw a very positive response from
colleagues, with teams proactively launching
innovative initiatives to drive sales, including
competitions between colleagues for upselling,
giving out tasters and increasing the visibility
of our units to passengers.
Overall, the initiative drove a 2.2% uplift in AIT.
Driving performance
during peak season:
the ‘Sales Boost Campaign’
Case study: UK & Ireland
Clients
Market overview and context
We are a leading food and beverage provider
in travel locations across the UK and Ireland, with
a strong and diverse presence in both the rail and
air channels. Just over 50% of our business in the
region comes from rail, with the remainder from
airports and other travel hubs. We operate at some
of the region’s most prominent and high-traffic
locations, including international hubs such
as London Heathrow Airport, Dublin Airport,
and St Pancras International station.
In addition to our food and beverage offering,
we have built significant capability in convenience
retail in the region, operating more than 50 M&S
stores across our estate. In rail, we’ve enhanced
our proposition with the rollout of Café Local,
tailored to meet the needs of everyday
commuters. Additionally, our Rail Gourmet
business provides onboard food and beverage
services, further extending our reach and
relevance in the travel ecosystem.
Since resetting our UK leadership team in 2023,
we have delivered progressively stronger and more
sustainable performance, with steady like-for-like
sales growth, continued improvement in operating
margins, and robust cash generation. These results
have been underpinned by strong relationships
with our key clients and brand partners.
We’ve also seen significant improvements in
our customer satisfaction scores. The UK market
has recorded the strongest uplift in Reputation
scores at a global level, now at 4.6 out of 5 from
around 120,000 reviews this year, highlighting
the impact of our operational improvements
and customer focus.
FY25 Performance
Full year revenue of £961.7m increased by 7.8%
on a constant currency basis, including like-for-like
growth of 6.6% and contributions from net
contract gains of 1.2%. At actual exchange
rates full year revenue also increased by 7.8%.
Underlying operating profit was £90.3m compared
to £79.4m in the prior year, with a reported
operating profit of £86.1m (2024: £73.5m).
First half revenue was £424.6m, an 8.5% increase
on a constant currency basis, including like-for-like
growth of 7.7% and a contribution of 0.8% from
net gains. At actual exchange rates first half
revenue increased by 8.3%. The strong first half
was driven by growth in the air passenger sector,
a strong performance from M&S simply food and
a lower incidence of industrial action in the rail
sector compared with the previous year.
Second half revenue increased by 7.2%, including
5.8% from like-for-like growth and 1.4% from
organic net gains. The second half result was
disrupted by the M&S cyber attack during Q3 yet
still achieved 6% like-for-like growth in the half.
Read more about financial performance
in the Financial Review pages 38-48.
Corporate governance Financial statements
Strategic reportOverview
31 SSP Group plcAnnual Report 2025
Regional reviews continued
This year, we’ve been fully focused on building
the profitability of the Continental Europe business.
We implemented leadership changes in Frabel and
the Nordics, continued the exit of our German MSA
business, reduced our cost base and renegotiated key
contracts. Despite a challenging market and channel
environment, we built steady momentum in Spain
and the Nordics, and we have a strong plan to
continue to drive profitability in the business
in the coming years.
Satya Menard
Chief Executive Officer,
Continental Europe
C n
Europe
33%
share of revenue
in the rail channel
61%
share of revenue
in the air channel
33%
share of SSP
global revenue
c.13,700
colleagues
£(48)m
operating profit
£26m
pre-IFRS 16
underlying
operating profit
c.1,100
units
c.250
locations
£1.2bn
revenue
6%
share of revenue
in other categories
Corporate governance Financial statements
Strategic reportOverview
32 SSP Group plcAnnual Report 2025
Regional reviews continued
Continental Europe continued
To improve profitability across Continental
Europe, we initiated a strategic exit from our
loss-making German MSA business in 2024.
This decision followed persistent post-Covid
losses, driven by declining penetration and
rising operating costs, coupled with limited
opportunities to turn the business around.
We agreed a phased exit agreement with our
client in September 2024, which enabled us
to hand back the most unprofitable sites first,
with a full exit planned by the end of 2026.
We have now exited 72 units, with 35 units
to be exited in FY26. The phased exit has
already helped us reduce losses compared
to previous years.
We also deployed operational and commercial
levers, such as staff incentives, pricing tests,
and inventory controls, to optimise the
performance of our remaining units during
the transition.
Exiting our MSA business
in Germany
Case study: Continental Europe
Clients
Market overview and context
Continental Europe accounts for 33% of our
global revenue. We have a substantial footprint
across the region, with operations in Spain,
France, Belgium, Luxembourg, the Netherlands,
Germany, Austria, Switzerland, Norway, Sweden,
Denmark, Finland, Iceland, Estonia, and most
recently, Lithuania. Our business in Continental
Europe is primarily in the air channel, which
represents 61% of sales, but we also maintain
a significant presence in the rail channel,
contributing 33% of sales.
Due to a weak performance in France and
Germany, driven by the scale of the interventions
deemed necessary to deliver a sustainable
improvement, as well as the challenging overall
market and Rail and MSA channel environments
in these countries, profitability in our Continental
Europe business has been tracking behind
our expectations.
As part of our recovery plan for the region,
we conducted the following actions in FY25:
•
In Frabel, we changed the leadership team to
bring fresh perspectives and accountability.
•
In Germany, we have led a steady and
disciplined exit from the MSA contract.
•
In the Nordics, under the leadership of a
new CEO, we’ve restructured and refocused
operations.
•
In the Netherlands, we’ve rebuilt client
relationships and reset our strategy and rent
profile to improve profitability.
•
In Spain, which has delivered excellent
performance outcomes, we’ve continued to
implement initiatives to drive sales, such as
investing in digital display screens to capture
more footfall.
Read more about our Continental Europe recovery plan
on page 21.
FY25 Performance
Full year revenue of £1,204.5m increased by 0.5%
on a constant currency basis, including like-for-like
growth of 1.6% and a reduction from net contract
losses of -1.1%. At actual exchange rates full year
revenue decreased by -0.2%. Underlying operating
profit was £42.4m compared to £39.1m in the prior
year, with a reported operating loss of £47.9m
(2024: £10.5m profit).
Revenues increased in the first half, up by
3.3% year-on-year on a constant currency basis,
with like-for-like sales growth of 2.5% and a
contribution of 2.4% from net gains, offset by a
-1.6% impact from the closure of part of our MSA
business in Germany. At actual exchange rates
first half revenue decreased by -0.2%.
Second-half sales declined by 1.7%, reflecting
like-for-like growth of 0.9% and net contract
gains of 0.5%, offset by a 3.1% impact from MSA
closures. Trading over the summer was affected
by further industrial action and lower demand for
transatlantic travel. European Rail performance
was below expectations, while German Rail faced
a challenging comparator following double-digit
growth in the prior year driven by the Euro 2024
football championships.
Read more about financial performance
in the Financial Review pages 38-48.
Corporate governance Financial statements
Strategic reportOverview
33 SSP Group plcAnnual Report 2025
Regional reviews continued
This year has been a testament to the strength
and agility of our teams across APAC and EEME.
From successfully completing the complex integrations
of our acquisitions in Australia and Indonesia, to
accelerating our sales-driving digital initiatives, and
rolling out further efficiency programmes to simplify
our operations, we’ve laid the foundations for
continuous strong delivery in the region. We delivered
a strong performance in the year, including like-for-like
growth of nearly 10%, and I’m incredibly proud of what
we’ve achieved together.
Jonathan Robinson
Chief Executive Officer,
Asia Pacific
Aa Pacific
E t n Eu r ope
& Midd Et
£51m
operating profit
£76m
pre-IFRS 16
underlying
operating profit
c.980
units
c.95
locations
c.17,800
colleagues
17%
share of SSP
global revenue
1%
share of revenue
in the rail channel
98%
share of revenue
in the air channel
£620m
revenue
1%
share of revenue
in other categories
Corporate governance Financial statements
Strategic reportOverview
34 SSP Group plcAnnual Report 2025
Regional reviews continued
Asia Pacific and Eastern Europe & Middle East
continued
In May 2024, we acquired Airport Retail
Enterprises (ARE), tripling the size of our
Australian business. To ensure a smooth
integration, we developed a comprehensive
plan covering structure, culture, systems,
and processes. We opted for a multi-functional
approach to define the new operating model,
working in collaboration with the ARE teams
to develop a structure that would enable us to
deliver the returns set out in the investment case.
Communications and engagement played a
fundamental part in the process, from welcome
packs, on-site meetings with the SSP teams,
through to regular updates on the integration
progress. We also created a new identity for
the region – SSP Australia & New Zealand
– to foster the concept of ‘one team’ and
eliminate any distinction between ARE and
SSP Australia colleagues. We also implemented
a robust recruitment process to fill in new roles,
ensuring talents from both SSP and ARE were
represented in the new structure.
Within six months, the new structure
was largely completed and fully resourced,
allowing the operations to deliver on our
financial target for FY25. We completed
the systems integration by phase to minimise
disruption, starting with inventory in Q2 and
culminating in a new finance system by Q4.
Entering FY26, we now have a single fit for
purpose organisation with integrated systems
and processes ready to deliver for our clients
and customers across Australia.
Successfully integrating
our newly acquired business
ARE in Australia
Case study: APAC & EEME
Clients
Market overview and context
Our APAC and EEME division spans a diverse and
dynamic set of markets, including Eastern Europe,
the Middle East, India, Southeast Asia, Hong Kong,
Australia, and New Zealand. Since our first entry
into Asia in 1995 in Thailand, we have steadily
expanded our footprint and now operate in
nine markets across Asia Pacific, including India.
We also operate across eight markets in our
Eastern Europe and the Middle East region.
India is one of our biggest markets within this
division. In 2025, we successfully launched
the IPO of TFS on the Indian Stock Exchanges,
marking a significant milestone in our journey.
Read more about our operations in India on pages 36-37.
In APAC, our focus is on building our presence in the
Southeast Asia and Oceania regions, where we see
opportunities to increase our market share. In the
past couple of years, we have significantly scaled
up our operations in Malaysia and Australia,
as well as entering New Zealand and Indonesia.
In the EEME region, we have delivered a sustained
strong performance across our markets. Over
the past three years, we’ve focused on building
out our presence in the Gulf, and recently entered
the Saudi Arabian market. This year, we’ve also
reinforced our platforms in Egypt and Greece,
securing long-term contract extensions and
new wins in key locations.
Many of our operations across APAC and EEME
are structured as joint ventures partnerships,
with our largest being Travel Food Services (TFS)
in India and in Thailand with Minor Food.
FY25 Performance
Full year revenue of £620.0m, a 24.3% increase
on a constant currency basis, including like-for-like
growth of 9.7%, contributions from net contract
gains of 7.5%, 13.5% from the acquisition of the
ARE business in Australia and -6.6% from the
transfer of our MALS business into a joint venture
with AAHL, now reported as an associate and
not consolidated. At actual exchange rates, full
year revenue increased by 19.4%. The underlying
operating profit for the period was £90.5m,
compared to £82.7m in the prior year, and the
reported operating profit was £50.5m
(2024: £79.6m).
In the first half, revenue was £294.8m, a 38.4%
increase on a constant currency basis, including
like-for-like growth of 12.5% and contributions
of 12.1% from organic net gains and 24.1% from
acquisitions. At actual exchange rates first half
revenue increased by 32.4%.
Second-half revenue grew by 14% on a constant
currency basis, comprising LFL growth of 7.4%,
net gains of 5.1%, a 5.6% contribution from the
ARE acquisition, and a -4.0% impact from the
MALS joint venture transfer. Strong LFL growth
was driven by Australia, Egypt, and Hong Kong.
India and the Middle East were impacted by
the tragic Air India accident in June, which led
to large-scale additional aircraft safety checks,
and by the Israel–Iran conflict in early summer.
Read more about financial performance
in the Financial Review pages 38-48.
Corporate governance Financial statements
Strategic reportOverview
35 SSP Group plcAnnual Report 2025
Regional reviews continued
Spotlight on:
TFS
Enabled by a valued joint venture
partnership between SSP and
K Hospitality since 2016, I am proud
of the significant position that we
have built in the large, exciting and
fast-growing Indian travel market.
Building on this strong platform,
the IPO sets us up for our next
stage of growth.
Varun Kapur
Chief Executive Officer & Managing Director,
Travel Food Services
India is located in a high-growth region
with opportunities for long-term
returns, making it an attractive and
important market for SSP.
The travel market in India benefits from
significant structural tailwinds, fuelled by the
combination of significant passenger demand,
government investment in infrastructure and
a push for greater connectivity. Airlines are
expanding both their domestic and international
routes and the government also recently
announced a target to more than double the
number of airports across India. In combination,
the Indian travel lounge and QSR market is
predicted to grow at a c.18%-23% compound
annual growth rate over the next decade.
Since 2016, through our joint venture partnership
with K Hospitality Corp for Travel Food Services
(TFS), we have built a successful Indian platform,
with significant growth potential.
TFS operates around 460 outlets, representing
own and franchise brands, across Indian airports
and highways and is India’s leading operator of
travel QSR outlets and lounges. It has a 26% share
of the Indian travel QSR (quick service restaurants)
market and a 45% share of the Indian lounge
market.¹ It also operates lounges in Malaysia
and Hong Kong in partnership with SSP.
c.460
travel QSR outlets across
India and Malaysia
18 airports
across India, Malaysia
and Hong Kong
135 brands
in-house, international and
regional brand partners
37
lounges across India,
Malaysia and Hong Kong
Read more about financial performance
in the Financial Review pages 38-48.
1 Market share data as at 31st March 2025.
Highlighted figures as at 30th September 2025,
based on TFS’ system-wide presence covering TFS,
its subsidiaries, associates and joint ventures.
Corporate governance Financial statements
Strategic reportOverview
36 SSP Group plcAnnual Report 2025
Regional reviews continued
TFS’s competitive advantages
In July 2025, we celebrated a significant
milestone as TFS was admitted to trading
on the Indian Stock Exchanges (Bombay Stock
Exchange and the National Stock Exchange of
India). The IPO has created a basis from which
we can create further value for SSP shareholders,
given TFS’s strong market position and its
future growth potential. It has also enhanced
TFS’ reputation, governance and competitive
position within the Indian market.
SSP holds 50.01% of TFS’ issued share capital
and TFS is consolidated in our reported financial
results. At the end of November 2025, TFS was
trading at an equity value of c.£1.5bn.
Looking to FY26 and beyond, we believe that
the market potential in India, combined with
TFS’ economic model and market leadership,
provide a compelling opportunity to deliver
growth and returns for SSP. TFS is focused
on accelerating its market leadership in the
market and scale its global lounge capability,
in particular across Asia Pacific.
1
Expertise in handling
distinct challenges
in an operationally
complex airport
environment
2
Financial performance
and high standards
of governance
6
Leading player in the
travel QSR and lounge
sector in airports
3
Led by experienced
management teams
and promoters
5
Deep understanding
of traveller preferences
and portfolio of wide range
of F&B concepts to cater
to customer needs
4
Long relationship
with airport operators,
airlines, lounge
partners and F&B
brand owners
Corporate governance Financial statements
Strategic reportOverview
37 SSP Group plcAnnual Report 2025
Financial review
Group performance
Change
2025
£m
2024
£m
Actual
currency
(%)
Constant
currency
(%)
LFL
(%)
Revenue 3,638.5 3,433.2 6.0 7.8 3.7
Operating profit 86.1 205.9 (58.2)
Underlying operating profit 269.1 246.6 9.1
Pre-IFRS 16 underlying operating profit 222.8 205.6 8.4 12.5
Against a backdrop of ongoing macroeconomic and geopolitical uncertainty, demand for travel has
remained resilient and the Group’s revenues have grown throughout the year. Total Group Revenue of
£3,638.5m increased by 6.0% at actual exchange rates compared to 2024 and by 7.8% on a constant
currency basis. This constant currency revenue growth included like-for-like growth of 3.7% and net
new space growth of 4.1%, with the latter comprising 3.5% from organic net contract gains, 2.5% from
acquisitions, and a -1.9% “other” impact from the previously announced staged exit of our German MSA
business and the reported loss of sales from our lounge business in Mumbai, India, as a result of now
being accounted for as an associate and no longer consolidated in the reported results.
During the first half year, revenues were 9.5% ahead of 2024 levels at actual exchange rates and 12.1%
ahead on a constant currency basis. This included strong like-for-like sales growth, of 5.0% (or 5.5%
when adjusting for the additional leap year day in 2024), reflecting the strengthening of our customer
proposition, as well as fewer days of industrial action when compared to 2024. Net new space growth
added 7.1% to sales, comprising 4.7% from net contract gains across the Group, 4.4% from acquisitions
and -2% impact from “other”. Revenue in the first half of the Group’s financial year is typically lower
than in the second half, as a significant part of our business serves the leisure sector of the travel
industry, which is particularly active during the summer season in the Northern hemisphere.
During the second half year, revenues continued to grow but at a slower rate, increasing by 3.2% at
actual exchange rates compared to 2024 (4.5% on a constant currency basis). Like-for-like sales growth
slowed down to 2.6% as a result of the M&S cyber-attack, geopolitical and air safety incidents in the
Middle East and India, the impact of trade policy and political tensions on travel to and within North
America, a challenging macroeconomic operating environment in France and Germany as well as
tougher prior year comparatives in 2024. Whilst we expected and planned for a slowdown in LFL
growth in the second half, these specific events had a more pronounced impact on sales than expected.
Net new space added a further 2.0%, including a 0.9% contribution from acquisitions and -1.7% impact
from our MSA exit and the change in reporting of our Mumbai lounge business in India.
Since our year end, we have seen more positive sales momentum across the business, with total Group
revenue during the first eight weeks increasing by 6% compared to 2025 on a constant currency basis,
with 4% LFL growth.
1 See Alternative Performance Measures page 46-48.
2025 highlights
Earnings/(Loss)
per share
11.9p/share
underlying
pre-IFRS 16¹
(9.3)p/share
reported
Operating
profit
£222.8m
underlying
pre-IFRS 16¹
£86.1m
reported IFRS
Net
debt
£574.2m
underlying
pre-IFRS 16¹
£1,816.9m
reported
Corporate governance Financial statements
Strategic reportOverview
38 SSP Group plcAnnual Report 2025
Financial review continued
Trading results from outside the UK are converted into sterling at the average exchange rates for
the year. The overall impact of the movement of foreign currencies (principally the Euro, US Dollar,
Australian Dollar, Canadian Dollar, Swedish Krona, Norwegian Krone, Indian Rupee, Egyptian Pound
and Swiss Franc) in 2025 compared to the 2024 average was -1.7% on revenue, -3.4% on EBITDA
and -4.3% on operating profit.
Operating profit
The underlying operating profit on a IFRS basis was £269.1m, compared to £246.6m in the prior year.
On a reported basis under IFRS, the operating profit was £86.1m (2024: £205.9m), reflecting a charge
of £183.0m (2024: £40.7m charge) for non-underlying operating items. See the following section for
more detail on these items.
On a pre-IFRS 16 basis, the Group reported underlying operating profit of £222.8m (2024: £205.6m).
The underlying pre-IFRS 16 operating profit margin improved to 6.1% (2024: 6.0%). On a constant
currency basis, operating profit of £233.0m was towards the lower end of the range of the Planning
Assumptions we set out last year. This year-on-year improvement in profitability reflected strong
profit growth across our North America and UK operating segments, as well as strong profit growth
on a constant currency basis in our APAC & EEME region, offset by continued underperformance in
France and Germany within our Continental Europe region. The year has been challenging for portions
of our business, particularly within our Continental Europe business, which is reflected by the
impairments within our statutory IFRS results.
Non-underlying operating items
Items which are not considered reflective of the normal trading performance of the business, and are
exceptional because of their size, nature or incidence, are treated as non-underlying operating items
and disclosed separately. In the event that items are reversed in subsequent years, they are recognised
in underlying or non-underlying profit or loss based on their original classification. Taxes follow the
classification of the taxed items.
The non-underlying operating items included in the net charge of £183.0m, of which £42.2m was cash,
are summarised below:
•
Impairment of goodwill: As a result of past acquisitions, and in particular the creation of SSP
by the acquisition of the SSP business by EQT in 2006, the Group holds a significant amount of
goodwill on its consolidated balance sheet. This is allocated to cash generating units, and performance
is monitored on this basis. Goodwill impairment testing is carried out annually, or more frequently
if indicators of impairments have been identified, by comparing the value relating to each cash
generating unit with the net present value of its expected future cash flows. Following the most
recent reviews, a goodwill impairment of £32.3m was identified in relation to our German business
as a result of the downturn in future outlook.
•
Impairment of property, plant and equipment and right-of-use assets: The Group has carried out
impairment reviews where indications of impairment have been identified. Following these reviews,
a charge of £84.5m has been recognised in impairment charges (£75.0m) and non-recurring
depreciation (£9.5m), including a net impairment of right-of-use assets of £33.8m. These
impairments relate mainly to France, Saudi, Italy and Germany.
•
IT transformation costs: The Group is undergoing a major IT transformation project and has incurred
significant costs developing a number of cloud-based IT systems. The Group has reassessed the
accounting treatment of these costs previously capitalised as software intangible assets and
concluded that these costs should not have been capitalised as the Group does not directly control
the cloud-based asset to which they have been attributed. However, these systems will be used into
the medium term and therefore will deliver benefits well into the future and hence management
have treated the related development costs as non-underlying. We have therefore recognised a
total charge of £33.4m, comprised of a £24.5m brought forward charge and £5.1m of current period
charges in respect of this activity, and £3.8m of costs related to strengthening our cyber defences
in non-underlying IT transformation costs.
•
Site exit costs: The Group has recognised £13.8m of site exit costs in the year, with £8.5m relating
to Italy, France and Germany, and the rest to a number of other smaller site exits across the Group.
•
India IPO: the Group has recognised £7.1m of expenses in relation to the listing costs of our Indian
TFS business, representing our share of the total costs incurred.
•
Restructuring costs: The Group has recognised a charge of £12.7m relating to its restructuring
programmes carried out across the Group in the year. The charge primarily relates to redundancy
costs associated with the corporate and regional overhead restructuring programme described
earlier on page 22.
•
Gain on lease derecognition: A £2.5m gain on lease derecognition has been recognised on the disposal
of previously impaired leases, being the difference between the carrying value of the right-of-use
asset and lease liability.
Corporate governance Financial statements
Strategic reportOverview
39 SSP Group plcAnnual Report 2025
Financial review continued
This section summarises the Group’s performance across its four operating segments. For full details
of our key reporting segments, please refer to note 3 on page 176.
North America
Change
2025
£m
2024
£m
Actual
currency
(%)
Constant
currency
(%)
LFL
(%)
Revenue 852.3 813.9 4.7 8.3 (0.4)
Operating profit 95.4 79.9 19.4
Underlying operating profit 99.4 87.6 13.5
Pre-IFRS 16 underlying operating profit 92.5 80.6 14.8 20.2
Full year revenue of £852.3m increased by 8.3% on a constant currency basis, including a like-for-like
decline of -0.4% and contributions from new space of 8.7%, including acquisitions of 1.9%. At actual
exchange rates full year revenue increased by 4.7%.
During the first half, sales growth in North America remained strong, particularly in the first quarter,
running 13.0% above the prior year on a constant currency basis, including like-for-like growth of 1.5%,
net contract gains of 7.6%, and a 3.9% contribution from acquisitions, reflecting the Denver Airport
portion of Midfield Concessions, ECG and Atlanta acquisitions in early 2024.
During the second half, sales growth slowed to 4.5% on a constant currency basis, with like-for-like
decline of -1.9% due to a challenging market operating environment in North America. New space in the
second half grew by 6.4% through organic gains only as the acquisitions are now reported in LFL, with
contributions from new openings in Bradley International Airport, Victoria International and George Bush
International. In the first eight weeks of the new financial year FY26, trading has been more encouraging,
with sales currently running 6% ahead of the prior year on a constant currency basis, including LFL of 2%.
The underlying operating profit for the period was £99.4m, compared to £87.6m in the prior year, and
the reported operating profit was £95.4m (2024: £79.9m). Non-underlying operating items comprised
impairment charges of £3.0m and restructuring costs of £1.0m.
On a pre-IFRS 16 basis, the underlying operating profit was £92.5m, which compared to £80.6m last
year, an increase of 14.8%, with the operating margin improving by 1.0% to 10.9%. This year-on-year
improvement was achieved despite the impact of air travel disruption across the year, as reflected
in our LFL performance. The underlying results contain £5.5m of incremental cost relating to a catch
up in collective bargaining agreements year-on-year, as well as a material negative impact on sales due
to the US geopolitical situation. These impacts were broadly balanced by a benefit of approximately
£13.5m from an unusually high level of rent negotiations and the release of Covid-19 related rent
credits following the ruling from the Federal Government.
UK (including Republic of Ireland)
Change
2025
£m
2024
£m
Actual
currency
(%)
Constant
currency
(%)
LFL
(%)
Revenue 961.7 892.5 7.8 7.8 6.6
Operating profit 86.1 73.5 17.1
Underlying operating profit 90.3 79.4 13.7
Pre-IFRS 16 underlying operating profit 81.2 72.5 12.0 11.8
Full year revenues were £961.7m. This represents an increase of 7.8% on a constant currency basis,
including like-for-like growth of 6.6% and contributions from net contract gains of 1.2%. At actual
exchange rates full year revenue also increased by 7.8%.
First half revenue in the UK of £424.6m increased by 8.5% on a constant currency basis, including
like-for-like growth of 7.7% and a contribution of 0.8% from net gains. At actual exchange rates first
half revenue increased by 8.3%. The strong first half was driven by growth in the air passenger sector,
a strong performance from M&S simply food and a lower incidence of industrial action in the rail
sector compared with the previous year.
Second half revenue increased by 7.2%, including 5.8% from like-for-like growth and 1.4% from organic
net gains. The second half result was disrupted by the M&S cyber-attack during Q3 yet still achieved
6% LFL growth. Since the year end, trading so far in FY26 has been encouraging with sales growing
by 8% compared to FY24 on a constant currency basis, including 7% LFL growth.
The underlying operating profit for the UK was £90.3m compared to £79.4m in the prior year,
with a reported operating profit of £86.1m (2024: £73.5m). Non-underlying operating costs of £4.2m
included impairments of property, plant and equipment (£1.5m), right-of-use asset impairment of
£0.7m and other costs of £2.0m.
On a pre-IFRS 16 basis, the underlying operating profit was £81.2m, which compared to £72.5m last
year, an increase of 12.0%, with the underlying operating margin improving by 0.3% year-on-year to
8.4%, despite the impact of the cyber attack on our M&S estate. The impact of the M&S cyber-attack,
as well as the in-year impact of the unexpected step up in UK national insurance, cost the business
approximately £5m in the financial year. However, these impacts were broadly balanced by £4.9m
in-year credits, comprising government support payments from the Covid-19 period and client
compensation payments (mainly in respect of rent).
Regional performance
Corporate governance Financial statements
Strategic reportOverview
40 SSP Group plcAnnual Report 2025
Financial review continued
Continental Europe
Change
2025
£m
2024
£m
Actual
currency
(%)
Constant
currency
(%)
LFL
(%)
Revenue 1204.5 1,207.4 (0.2) 0.5 1.6
Operating (loss)/profit (47.9) 10.5 (556)
Underlying operating profit 42.4 39.1 8.4
Pre-IFRS 16 underlying operating profit 26.4 18.3 44.3 34.9
Full year revenue of £1,204.5m increased by 0.5% on a constant currency basis, including like-for-like
growth of 1.6% and a reduction from net contract losses of -1.1%, including -2% from our ongoing exit
of German MSA. At actual exchange rates full year revenue decreased by -0.2%.
Revenues increased in the first half, up by 3.3% year-on-year on a constant currency basis, with
like-for-like sales growth of 2.5% and a contribution of 2.4% from net gains, offset by a -1.6% impact
from the closure of part of our MSA business in Germany. At actual exchange rates first half revenue
decreased by -0.2%.
Second-half sales declined by -1.7%, reflecting LFL growth of 0.9% and net contract gains of 0.5%,
offset by a -3.1% impact from MSA closures. Trading over the summer was affected by further industrial
action, which cost the region £1.1m in operating profit, as well as lower demand for transatlantic travel
and weak consumer sentiment in some of our operated brands due to the Israel-Palestine conflict.
Whilst European Rail performance was below expectations overall due to a more competitive market,
over-catered facilities and a challenging consumer environment, German Rail faced a particularly
difficult comparator following double-digit growth in the prior year driven by the Euro 2024 football
championships. In the first 8 weeks, revenue has grown by 1%, including 2% LFL growth.
The underlying operating profit for the period was £42.4m compared to £39.1m in the prior year, with
a reported operating loss of £47.9m (2024: £10.5m profit). Non-underlying operating items of £90.3m
included a £32.2m impairment of goodwill in Germany, PP&E impairments of £25.4m, and right-of-use
impairments of £21.8m following the renewal of a number of contracts in the air channel at higher rents
as well as a negative shift in the medium term outlook for parts of the business in France and Germany
due to the current economic and political environments. The remaining costs mainly related to site
exits, redundancy and reorganisation costs, as well as a £2.5m gain on lease derecognition.
On a pre-IFRS 16 basis, the underlying operating profit was £26.4m, which compared to £18.3m last
year, with the underlying operating margin improving by 0.7% (1.5% in 2024) to 2.2% on a constant
currency basis (+0.5% at actual rates).
Whilst the improvement in underlying profit year-on-year is encouraging, it falls short of our previously
set out expectations of 3% operating margin, as our issues in the region, particularly in European rail,
were more complex than previously anticipated. We remain committed to returning the operating margin
to at least 3% in FY26 and 5% in the medium term. We have made progress this year and expect the
new regional leadership team to drive further value in FY26. Additionally, we expect our exit of the
German MSA Tank & Rast contract to be substantially complete by the end of FY26 and our total
exit from German MSA by end of calendar year 2026. Trading profits were negatively impacted by the
deteriorating performance in this MSA channel during this summer’s exit period costing the business an
additional £1.6m, and by additional unplanned strikes in Belgium and France. These impacts were largely
offset by the benefit of one-off credits totalling £6.5m, comprising government support payments
from the Covid-19 period as well as client compensation payments and other one-off credits.
Regional performance continued
Corporate governance Financial statements
Strategic reportOverview
41 SSP Group plcAnnual Report 2025
Financial review continued
APAC and EEME
Change
2025
£m
2024
£m
Actual
currency
(%)
Constant
currency
(%)
LFL
(%)
Revenue 620.0 519.4 19.4 24.3 9.7
Operating profit 50.5 79.6 (36.6)
Underlying operating profit 90.5 82.7 9.4
Pre-IFRS 16 underlying operating profit 76.2 76.0 0.1 7.7
Full year revenue of £620.0m increased by 24.3% on a constant currency basis, including like-for-like
growth of 9.7%, contributions from net contract gains of 7.7%, 13.5% from the acquisition of the ARE
business in Australia and -6.6% from the transfer of our lounge business in Mumbai into a joint venture,
Semolina Kitchens Private Limited (SKPL), now reported as an associate. At actual exchange rates full
year revenue increased by 19.4%.
In the first half, revenue in the APAC and EEME region of £294.8m increased by 38.4% on a constant
currency basis, including like-for-like growth of 12.5% and contributions of 12.1% from organic net gains
and 24.1% from acquisitions, offset by a -10.3% impact from the loss of sales from the transfer of our
lounge business in Mumbai in India. At actual exchange rates first half revenue increased by 32.4%.
Second-half revenue grew by 14.0% on a constant currency basis, comprising LFL growth of 7.4%,
net gains of 5.1%, a 5.5% contribution from the ARE acquisition, and a -4.0% impact from the Mumbai
lounge transfer. Strong LFL growth was driven by Australia, Egypt, and Hong Kong, supported by
continued recovery in passenger volumes. India and the Middle East were impacted by the tragic Air
India accident in June, which led to large scale additional aircraft safety checks that reduced capacity
through Q4, and by the Israel–Iran conflict in early summer. Despite these events, the region delivered
LFL growth of nearly 8%. Since the year end, sales have continued to grow strongly with sales 15%
up compared to the same period in FY25 on a constant currency basis, including 9% LFL growth.
The underlying operating profit for the period was £90.5m, compared to £82.7m in the prior year,
and the reported operating profit was £50.5m (2024: £79.6m). Non-underlying operating items of
£40.0m comprised impairments of £20.8m, right-of-use impairment of £11.3m and other transaction,
restructuring, Italy site exit and non-underlying costs of £7.9m. Due to the slower than expected
development of passenger growth and spend levels in our new Jeddah business impacting the short
to medium term outlook of our business in the airport, we have impaired the carrying value of our
assets there for an amount of £13.3m, despite not all of the units there being open for 12 months
before this impairment.
On a pre-IFRS 16 basis, the underlying operating profit was £76.2m, an increase of 0.1% year-on-year.
This was despite the prior year including 8 months of trading from our lounge business in Mumbai
Airport as referenced above, reflecting strong growth in our like-for-like businesses, notably
in Australia, Malaysia and Egypt.
Share of profit of associates
The Group’s underlying share of profits of associates was £8.2m (2024: £5.4m), stronger year-on-year
primarily as a result of the transfer of our Mumbai lounge business into a new joint venture SKPL,
referenced above, recognised in the associate line, offset by losses in the Group’s Extime joint venture
with Aeroport de Paris in France. On a reported basis, the share of profits of associates was £8.2m
(2024: £5.4m).
On an underlying pre-IFRS 16 basis, the Group’s share of profit from associates was £8.4m
(2024: £5.6m).
Net finance costs
The underlying net finance expense for the financial year was £105.0m (2024: £95.0m), which
includes interest on lease liabilities of £66.5m (2024: £62.1m). The reported net finance expense
under IFRS was £104.7m (2024: £92.7m).
On a pre-IFRS 16 basis, underlying net finance costs were higher than the prior year at £38.5m
(2024: £32.9m). This increase was driven principally by the fact that we incurred a foreign
exchange benefit in the prior year. The out-turn was lower than the guidance of c.£45m provided
with our interim results in May as a result of one-off currency gains and stronger interest income
than expected.
Regional performance continued
Corporate governance Financial statements
Strategic reportOverview
42 SSP Group plcAnnual Report 2025
Financial review continued
Taxa ti on
On a pre-IFRS 16 basis, the Group’s underlying tax charge was £37.3m (2024: £34.8m), equivalent
to an effective tax rate of 19.4% (2024: 19.5%) of the underlying profit before tax. On an IFRS basis,
the Group’s underlying tax charge for the period was £26.2m (2024: £33.4m), representing an
effective tax rate of 15.2% (2024: 21.3%) of underlying profit before tax.
On a reported basis, the tax charge for the period was £13.6m (2024: £33.1m) representing a negative
effective tax rate of 138.0% (2024: a positive effective tax rate of 27.9%). The negative effective tax
rate at the reported level is driven by the £32.2m impairment in German goodwill that is permanently
non-deductible for tax, together with non-underlying impairment and restructuring costs in a number
of Continental European jurisdictions where no deferred tax asset is recognised on losses or timing
differences, most notably in France and Germany.
The Group’s tax rate is sensitive to the geographic mix of profits and losses and reflects a combination
of higher rates in certain jurisdictions, as well as the impact of losses in some countries for which no
deferred tax asset is recognised.
The underlying tax charge in the year has benefitted from a deferred tax credit of £15.2m (2024: £18.2m)
arising from the recognition of a further amount of the significant deferred tax assets in relation
to the Group’s US operations, which have not previously been recognised. A total amount of £19.4m
(2024: £18.2m) has been recognised in the underlying IFRS tax charge. The increase in the amount
recognised results from improvements in medium-term profit forecasts, driven by strengthening
operating profits in the current year, as well as lower interest costs following a capital injection.
In light of the sustained profitability in North America, with the recognition of the additional amount
of £19.4m, the Group has now recognised total US deferred tax assets of £37.2m at the year end,
representing all US tax losses and tax credits other than those it expects are likely to expire. The US
deferred tax credit has been offset by deferred tax assets de-recognised in other countries of £2.4m
resulting in a net deferred tax credit of £17.0m in the Group’s reported tax charge.
Non-controlling interests
The profit attributable to non-controlling interests was £50.4m (2024: £58.1m). On a pre-IFRS 16 basis
the profit attributable to non-controlling interests was £60.4m (2024: £63.5m), with the year-on-year
decrease reflecting good year-on-year profit growth in our partially-owned subsidiaries (operated
with joint venture partners) in North America and APAC & EEME, offset by the transfer of our Mumbai
lounge business into an associate company, SKPL, and therefore deconsolidated. An analysis of the
year-on-year increase in the pre-IFRS 16 non-controlling interest charge is set out in the table below:
On a pre-IFRS 16 basis
2025
£m
2024
£m
Year-on-year
change
(%)
North America 35.0 31.3 12%
APAC & EEME
– India 21.0 27.6 (24)%
– Other 4.4 4.6 (4)%
Group 60.4 63.5 (5)%
In North America, the year-on-year increase of 12% is below the increase in underlying pre-IFRS16
operating profit for the region of 15%, reflecting a stronger profit growth in Canada where we own
100% of the business, as well as the change in mix of profitability from our US airports in the year.
In India, the lower year-on-year charge reflects the transfer of our Mumbai lounge business to SKPL,
being broadly in line with the operating profit decrease of 20%, and in line with the guidance given last
year of a £7m decrease in our minority interest line.
Corporate governance Financial statements
Strategic reportOverview
43 SSP Group plcAnnual Report 2025
Financial review continued
Earnings per share
The Group’s underlying earnings per share was 11.0 pence per share (2024: 8.1 pence per share),
and its reported loss per share was 9.3p pence per share (2024: 3.4 earnings pence per share).
On a pre-IFRS 16 basis the underlying earnings per share was 11.9 pence per share (2024: 10.0 pence
per share), representing year-on year growth of 19.0% at actual exchange rates. While a driver of this
year-on-year growth was the improvement in the underlying operating profit (increasing by 8.5% at
actual rates), it also benefited from an increase in the share of associates, a reduction in our minority
interest charge for the year and the recognition of US deferred tax assets.
Dividends
In line with the Group’s stated priorities for the uses of cash and after careful review of its medium-term
investment requirements, the Board is proposing a final dividend of 2.8 pence per share (2024: 2.3 pence
per share), which is subject to shareholder approval at the Annual General Meeting. This full year
dividend combined with the interim dividend of 1.4 pence per share would bring the total FY25 dividend
to 4.2 pence per share, a payout ratio of 35% of the underlying pre-IFRS 16 earnings per share, which
is in the middle of our target payout range of 30-40%.
The final dividend will be paid, subject to shareholder approval, on 27 February 2026 to shareholders
on the register on 30 January 2026. The ex-dividend date will be 29 January 2026.
Free Cash flow
The table below presents a summary of the Group’s free cash outflow for 2025
2025
£m
2024
£m
Underlying operating profit¹ 222.8 205.6
Depreciation and amortisation 141.2 137.3
Exceptional operating costs (42.2) (16.6)
Working capital 98.6 (20.2)
Net tax payment (27.4) (26.0)
Capital expenditure² (212.4) (279.6)
Acquisitions, net of cash received (23.0) (138.9)
Net dividends to non-controlling interests and from associates (41.7) (34.5)
Net finance costs (37.9) (35.8)
Other 2.3 5.7
Free cashflow (before dividend) 80.3 (203.0)
Dividends (29.6) (29.5)
Free cashflow (after dividend) 50.7 (232.5)
1 Presented on an underlying pre-IFRS 16 basis (refer to pages 47 for details).
2 Capital expenditure is net of cash capital contributions received from non-controlling interests in North America of £15.0m (2024: £17.5m)
and is stated on an accruals basis.
The Group’s net cash inflow during the year was £50.7m, an increase of £283.2m compared to a
£232.9m net cash outflow last year. This year-on-year change reflected the lower levels of capital
expenditure in 2025, as well as the improvement in working capital driven by the use of supply chain
finance solutions. The net inflow is also after one off acquisition costs for a 1.01% additional share in
TFS, after its listing in the summer, and acquisition costs of our joint venture investment in Indonesia.
Capital expenditure was £212.4m, a significant decrease compared to the £279.6m in the prior year,
reflecting more selective expansionary capex spend, as well as a more usual travel industry level of
renewals and maintenance projects.
Working capital of a £98.6m inflow was improved by £114.5m compared to an outflow of £20.2m in the
prior year. This was mainly driven by the introduction of a supply chain financing programme in the year.
Net tax payments of £27.4m were higher year-on-year (compared to £26.0m in 2024), reflecting the
Group’s increase in profitability over the last twelve months. Net cash flows paid to non-controlling
interests (net of receipts from associates) increased to £41.7m (from £34.5m in 2024), reflecting
a £5.0m increase in US distributions to NCI year-on-year.
Net finance costs paid of £37.9m were higher than the prior year equivalent of £35.8m, mainly due
to last year being impacted by a foreign exchange benefit. There is also a small net economic benefit
in finance costs from supply chain finance costs moving into operating expenses.
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Financial review continued
Net debt
Overall net debt decreased by £18.3m to £574.2m on a pre-IFRS 16 basis, largely driven by the free
cash inflow after dividend in the year of £50.7m as detailed above. On a reported basis under IFRS,
net debt was £1,816.9m (30 September 2024: £1,681.6m), including lease liabilities of £1,242.7m
(30 September 2024: £1,089.1m).
Based on the pre-IFRS16 net debt of £574.2m at 30 September 2025, leverage (net debt/EBITDA)
was 1.6x, towards the bottom of our medium-term target range of 1.5-2.0x.
The table below highlights the movements in net debt in the period on a pre-IFRS 16 basis.
2025
£m
2024
£m
Net debt excluding lease liabilities opening (Pre-IFRS 16 basis) 592.5 392.2
Free cash flow (50.7) 232.5
Impact of foreign exchange rates 32.8 (23.8)
Other (0.4) (8.4)
Net debt excluding lease liabilities closing (Pre-IFRS 16 basis) 574.2 592.5
Lease liabilities 1,242.7 1,089.1
Net debt including lease liabilities closing (IFRS basis) 1,816.9 1,681.6
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45 SSP Group plcAnnual Report 2025
Financial review continued
Alternative Performance Measures
The Directors use alternative performance measures for analysis as they believe these measures
provide additional useful information on the underlying trends, performance and position of the
Group. The alternative performance measures are not defined by IFRS and therefore may not be
directly comparable with other companies’ performance measures and are not intended to be
a substitute for IFRS measures.
1. Revenue measures
As the Group is present in 38 countries, it is exposed to translation risk on fluctuations in foreign
exchange rates, and as such the Group’s reported revenue and operating profit/loss will be impacted
by movements in actual exchange rates. The Group presents its financial results on a constant
currency basis in order to eliminate the effect of foreign exchange rates and to evaluate the underlying
performance of the Group’s businesses. The table below reconciles reported revenue to constant
currency sales.
(£m)
North
America UK
Continental
Europe
APAC &
EEME Total
2025 Revenue at actual rates by region 852.3 961.7 1,204.5 620.0 3,638.5
Impact of foreign exchange 29.5 0.4 8.3 26.0 64.2
2025 Revenue at constant currency¹ 881.8 962.1 1,212.8 646.0 3,702.7
2024 Revenue at actual rates by region 813.9 892.4 1,207.4 519.4 3,433.2
Constant currency sales growth
Which is made up of: % %%%%
Like-for-like sales growth² (0.4) 6.6 1.6 9.7 3.7
Net contract gains³
,
⁴ 8.7 1.2 (1.1) 14.6 4.1
Total constant currency sales growth 8.3 7.8 0.5 24.3 7.8
Impact of exchange rates (3.6) 0 (0.7) (4.8) (1.8)
Total actual currency sales growth 4.7 7.8 (0.2) 19.4 6.0
1 Constant currency is based on average 2024 exchange rates weighted over the financial year by 2024 results.
2 Like-for-like sales represent revenues generated in an equivalent period in each financial year in outlets which have been open for a minimum
of 12 months. Like-for-like sales are presented on a constant currency basis.
3 Revenue in outlets which have been open for less than 12 months and prior period revenues in respect of closed outlets are excluded from
like-for-like sales and classified as contract gains. Net contract gains are presented on a constant currency basis.
4 The impact of acquisitions, exit of our DACH MSA business and transfer of our Mumbai lounge business into an associate has been included
in net contract gains.
2. Non-underlying profit items
The Group presents underlying profit/(loss) measures, including operating profit/(loss), profit/(loss)
before tax, and earnings per share, which exclude a number of items which are not considered reflective
of the normal trading performance of the business, and are considered exceptional because of their
size, nature or incidence. The table below provides a breakdown of the non-underlying items in both
the current and prior year under IFRS.
Non-underlying items
2025
£m
2024
£m
Operating costs
Impairment of goodwill (32.3) (9.6)
Impairment of property, plant and equipment (50.7) (17.1)
Impairment of right-of-use assets (33.8) (6.3)
Litigation settlements – 8.5
Site exit costs (13.8) (1.2)
Gain on derecognition of leases 2.5 8.9
Transaction costs (7.1) (10.8)
Restructuring costs (12.7) (6.7)
IT Transformation costs (33.4) –
Other non-underlying costs (1.7) (6.4)
(183.0) (40.7)
Finance expenses
Debt refinancing & effective interest rate adjustments 0.3 2.3
0.3 2.3
Profit before tax (182.7) (38.4)
Taxa ti on
Tax credit/(charge) on non-underlying items 12.6 0.3
Total non-underlying items (170.1) (38.1)
Further details of the non-underlying operating items have been provided in the Financial Review
section on page 39. Furthermore, a reconciliation from the underlying to the IFRS reported basis
is presented below:
2025 2024
Underlying
Non-underlying
Items IFRS Underlying
Non-underlying
Items IFRS
Operating profit/(loss) (£m) 269.1 (183.0) 86.1 246.6 (40.7) 205.9
Operating margin 7.4% (5.0)% 2.4% 7.2% (1.2)% 6.0%
Profit/(loss) before tax (£m) 172.3 (182.7) (10.4) 157.0 (38.4) 118.6
Earnings/(loss) p/share (p) 11.0 (20.3) (9.3) 8.1 (4.7) 3.4
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46 SSP Group plcAnnual Report 2025
Financial review continued
3. Pre-IFRS 16 basis
In addition to our reported results under IFRS we have decided to also maintain the reporting of our
profit and other key KPIs like net debt on a pre-IFRS 16 basis. This is because the pre-IFRS 16 profit is
consistent with the financial information used to inform business decisions and investment appraisals.
It is our view that presenting the information on a pre-IFRS 16 basis will provide a useful and necessary
basis for understanding the Group’s results. As such, commentary has also been included in the
Business Review, Financial Review and other sections with reference to underlying profit measures
computed on a pre-IFRS 16 basis.
A reconciliation of key underlying profit measures to ‘Pre-IFRS 16’ numbers is presented below:
Year ended 30 September 2025 Year ended 30 September 2024
Notes
Underlying
IFRS
£m
Impact of
IFRS 16
£m
Underlying
Pre-IFRS 16
£m
Underlying
IFRS
£m
Impact of
IFRS 16
£m
Underlying
Pre-IFRS 16
£m
Revenue 2 3,638.5 – 3,638.5 3,433.2 – 3,433.2
Operating costs 4 (3,369.4) (46.3) (3,415.7) (3,186.6) (41.0) (3,227.6)
Operating profit/
(loss) 269.1 (46.3) 222.8 246.6 (41.0) 205.6
Share of profit
from associates 8.2 0.2 8.4 5.4 0.2 5.6
Finance income 5 12.1 – 12.1 19.1 – 19.1
Finance expense 5 (117.1) 66.5 (50.6) (114.1) 62.1 (52.0)
Profit before tax 172.3 20.4 192.7 157.0 21.3 178.3
Ta x at i o n (26.2) (11.1) (37.3) (33.4) (1.4) (34.8)
Profit for the year 146.1 9.3 155.4 123.6 19.9 143.5
Profit
attributable to:
Equity holders of
the parent 88.4 6.6 95.0 64.9 15.1 80.0
Non-controlling
interests 57.7 2.7 60.4 58.7 4.8 63.5
Profit for the
period 146.1 9.3 155.4 123.6 19.9 143.5
Earning per share
(pence):
– Basic 3 11.0 11.9 8.1 10.0
– Diluted 3 11.0 11.8 8.1 9.9
Underlying operating profit is £46.3m lower on a pre-IFRS 16 basis, as adding back the depreciation
of the right-of-use assets of £276.8 m does not fully offset the recognition of fixed rents of £(321.8)m
and the gain on derecognition of leases of £(1.3)m. Profit before tax is £20.4m higher on a pre-IFRS 16
basis as a result of adding back £66.5 in finance charges on lease liabilities and £0.2m on the share of
profit from associates. The impact of IFRS 16 on net debt is primarily the recognition of the lease
liability balance.
The tax effect of the net IFRS 16 impact is sensitive to the geographic mix of the IFRS 16 adjustments
which can differ year to year. The tax effect reflects a combination of higher tax rates in certain
jurisdictions, as well as the impact of temporary differences in some countries for which no deferred
tax asset is recognised.
A reconciliation between pre-IFRS 16 underlying EBITDA and pre-IFRS 16 underlying operating profit
for the period is:
2025
£m
2024
£m
Pre-IFRS 16 underlying EBITDA 364.1 342.9
Depreciation of property, plant and equipment (130.8) (128.7)
Amortisation of intangible assets (10.5) (8.6)
Pre-IFRS 16 underlying operating profit 222.8 205.6
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47 SSP Group plcAnnual Report 2025
Financial review continued
Furthermore, a reconciliation from pre-IFRS 16 underlying operating profit to the IFRS profit/(loss)
after tax for the period is as follows:
2025
£m
2024
£m
Pre-IFRS 16 underlying operating profit for the year 222.8 205.6
Depreciation of right-of-use assets (276.8) (236.1)
Fixed rent on leases 321.8 274.8
Gain on derecognition of leases 1.3 2.3
Non-underlying operating loss (note 4) (183.0) (40.7)
Share of profit from associates 8.2 5.4
Net finance expense (105.0) (95.0)
Non-underlying finance income (note 5) 0.3 2.3
Ta x at i o n (13.6) (33.1)
IFRS (Loss)/Profit after tax (24.0) 85.5
A reconciliation of underlying operating profit to profit before and after tax is provided as follows:
2025
£m
2024
£m
Underlying operating profit 269.1 246.6
Non-underlying operating costs (note 5) (183.0) (40.7)
Share of profit from associates 8.2 5.4
Finance income 12.1 19.1
Finance expense (117.1) (114.1)
Non-underlying finance income (note 6) 0.3 2.3
IFRS Profit before tax (10.4) 118.6
Ta x at i o n (13.6) (33.1)
IFRS Profit after tax (24.0) 85.5
4. Return on capital employed
The calculation of the Group’s return on capital employed (“ROCE”) is set out below:
2025
£m
2024
£m
Capital employed
Net assets 269.0 383.2
Adjustments to exclude:
Impairments FY24 and FY25 149.8 –
Net debt 574.2 592.5
Non-controlling interests share of equity (186.8) (156.0)
Tax assets and liabilities (48.0) (32.1)
Lease assets and liabilities 91.0 57.1
Other long term liabilities 52.4 48.1
Capital Employed 901.6 892.8
Average Capital Employed 897.2 798.5
Return
Underlying Operating Profit (pre-IFRS 16 basis) 222.8 205.6
Non Controlling interests share excluded (63.8) (70.1)
Profit from Associates included 8.4 5.6
Adjusted Return 167.4 141.1
ROCE% 18.7% 17.7%
The calculation is used as a measure of the average capital that the Group has utilised to generate
returns to shareholders. Return is defined as underlying pre-IFRS 16 operating profit, adjusted for
Associates and Non-controlling interests. Capital Employed is defined as Group Net Assets adjusted
to exclude Net Debt, tax assets and liabilities, lease and other long term liabilities, Non-controlling
interests share of equity and adding back capital written off through impairments. The prior period
impairments have not been used to restate the 2024 calculation (2024 ROCE would have been 17.3%
instead of 17.7%) but have been taken into account to calculate the average capital employed for 2025.
5. Liquidity and cashflow
Liquidity remains a key KPI for the Group. Available liquidity at 30 September 2025 has been computed
as £661.8m, comprising cash and cash equivalents of £342.0m, and undrawn credit facilities of £319.8m.
A reconciliation of free cashflow to underlying operating profit is shown on page 44.
Geert Verellen
Group CFO
3 December 2025
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48 SSP Group plcAnnual Report 2025
The likely consequences of any decision
in the long term
•
Understanding the travel F&B market – pages 12-15
•
Our business model – pages 16-17
•
Our strategy – pages 18-25
•
Board decision-making in action – page 96
•
Dividend policy – page 44
•
Our 2025 Sustainability Report
The interests of the Company’s employees
•
Our business model – pages 16-17
•
Our strategy – pages 18-25
•
Stakeholder engagement: colleagues – page 52
•
A message from our ENED – page 93
•
Board activities – pages 91
•
Culture – page 24 and pages 94-95
•
Board decision-making in action – page 96
•
Diversity, equity and inclusion – pages 107-108
•
Succession planning – pages 104-106
•
Speak-up – pages 94 and 115
•
Our 2025 Sustainability Report
The need to foster the Company’s business
relationships with suppliers, customers and others
•
Understanding the travel F&B market – pages 12-15
•
Our business model – pages 16-17
•
Our strategy – pages 18-25
•
Stakeholder engagement – pages 49-59
•
Board decision-making in action – page 96
•
Our 2025 Sustainability Report
The impact of the Company’s operations
on the community and the environment
•
Our strategy – pages 18-25
•
Stakeholder engagement: colleagues – page 52
•
Our 2025 Sustainability Report
•
Board activities – page 91
The desirability of the Company maintaining a
reputation for high standards of business conduct
•
Understanding the travel F&B market – pages 12-15
•
Our strategy – pages 18-23
•
Non-financial and sustainability statement
– page 81
•
Board decision-making in action – page 96
•
Risk management – pages 68-78
•
Compliance and internal controls – page 115-116
•
Our 2024 Sustainability Report
The need to act fairly as between members
of the Company
•
Our strategy – pages 18-25
•
Stakeholder engagement – pages 49-59
•
Annual General Meeting (AGM)
•
Board decision-making in action – page 96
As a global business
with operations in
38 countries, SSP
has a diverse group
of stakeholders
We define our stakeholders as
individuals or groups who affect or
are affected by our operations and
categorise them into nine groups.
Listening to our stakeholders helps us better
understand their views and concerns, while
enabling us to respond to them appropriately.
It gives us valuable input into, and feedback
on, our strategic approach and helps ensure
we take stakeholder views into account in
our decision-making.
We aim to maintain proactive, open dialogue
with stakeholders to meet evolving expectations
as a global business and to create shared value
for our business and stakeholders.
Stakeholder engagement and
Section 172 Statement
We engage with stakeholders at local, regional
and global levels, developing strong and positive
relationships that are central to our business
model. We keep our Board informed of stakeholder
views and have an ongoing programme of direct
stakeholder engagement, such as site visits,
meetings with our Board Chair and Senior
Independent Director (SID), listening sessions
and activities led by Judy Vezmar, our designated
Non-Executive Director for workforce
engagement (ENED).
Ensuring effective stakeholder engagement
Each year, the Board reviews and evaluates the
effectiveness of our engagement mechanisms.
This year’s review showed how we maintained
robust stakeholder engagement at Group and
market levels through various Board and business
channels, enabling us to gather and understand
stakeholder perspectives effectively. We are
making significant progress in acting on these
insights and incorporating them into decision-
making, where appropriate.
In 2025, we continued the well-established
practice of including a briefing note for all papers
presented to the Board, Board Committees and
Group Executive Committee. These briefing notes
identify the relevant stakeholder groups affected
by each agenda item and detail their potential
impacts. This practice has helped ensure
stakeholder considerations are consistently
factored into our decision-making processes.
Additionally, the briefing notes require a
consideration of s172 matters.
We’ve seen the reputation of SSP amongst
industry peers and clients strengthen, while our
ENED programme continues to operate well, with
strong engagement throughout the business.
Building on the worked started in 2022 with a
specialist third party, we completed a new double
materiality assessment in 2025, incorporating
feedback from key stakeholders and evaluating
sustainability impacts, risks and opportunities
from both a financial business perspective and the
outward impact on society and the environment.
Section 172 statement
A key element of the Board’s consideration
of s172 matters is the need to balance often
competing interests among our stakeholder
groups. Our engagement activity allows us to
better understand those competing priorities
and to assess the best course of action to
ensure long-term value is created.
In performing their duties during our 2025
financial year, the Directors have had regard
to the matters set out in Section 172 of the
Companies Act 2006 as appropriate, with the
principles underpinning the Board’s general
approach to decision-making.
Each Director of the Board confirms that, during
the year, they have acted in the way they consider,
in good faith, would be most likely to promote
the success of the Company for the benefit of
its members as a whole, and in doing so, has had
regard (among other matters) to the s172 matters
set out below.
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49 SSP Group plcAnnual Report 2025
Customers
Why we engage
Understanding customer needs and trends
enables us to provide the food and beverage
choices they want.
Value created
Our high-quality products and brands, with a
broad range of food and beverage choices that
meet diverse preferences.
Colleagues
Why we engage
As a service provider, we are a people
business and our colleagues are crucial
to our success
Value created
A great place to work with an inclusive,
engaging and values-based culture where
everyone can fulfil their potential.
Brand partners
Why we engage
We collaborate with our partners to
optimise the brand offer for our clients
and customers.
Value created
Exposure to a wider range of customers,
particularly in markets where brand partners
don’t have a high-street presence.
Suppliers
Why we engage
Good relationships with our suppliers are
essential to ensuring an efficient and secure
supply chain.
Value created
Long-lasting and mutually beneficial
relationships across our supply chain.
Clients
Why we engage
Our business success depends on retaining
and winning new space in our clients’
travel locations.
Value created
Delivering on mutual service and performance
goals, and offering a high-quality customer
experience for travellers.
Investors and lenders
Why we engage
We must understand the needs of those
who invest in and lend to SSP to maintain
their confidence.
Value created
Opportunity to generate attractive returns
on investment and sustainable long-term
profitable growth.
Communities,
NGOs and society
Why we engage
We play an important role in communities
where we operate, enabling us to act as a good
corporate citizen.
Value created
Job opportunities, charitable support and
food donations, and sustainability initiatives.
Governments
and regulators
Why we engage
We seek to be part of the debate that
shapes the regulatory environment in which
we operate.
Value created
Supporting local economies and contributing
our expertise to areas of policy development.
Find out more on page 51.
Find out more on page 54.
Find out more on page 57.
Find out more on page 52.
Find out more on page 55.
Find out more on page 58.
Find out more on page 53.
Find out more on page 56.
Find out more on page 59.
Joint venture (JV) partners
Why we engage
Good relationships with our JV partners
are key to enhance our operations, drive
performance and help grow our business.
Value created
By sharing the profit that we generate through
our joint operations.
Stakeholder engagement continued
Our stakeholder
groups at a glance
Corporate governance Financial statements
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50 SSP Group plcAnnual Report 2025
Understanding customer needs and trends
allows us to provide the food and beverage
choices they want. Meanwhile, understanding
their views helps ensure we are delivering the
quality and service they expect.
Customers
Stakeholder engagement continued
In 2025, we continued embedding our global
customer listening platform, Reputation, which
is now used across 15 markets and c.1,200 units.
The platform allows us to collect and respond
to real-time customer feedback to enhance our
products, brands and overall customer experience.
We monitored and responded to global customer
trend reports. In 2025, we added Mintel, a global
market intelligence provider, to our sources
of customer insights. We also considered
customer trends in our new double materiality
assessment to capture customers’ views on key
ESG impacts, risks and opportunities for our
business and stakeholders.
We continued to directly engage with customers
through our colleagues and, to better understand
their behaviours, we conducted price perception
surveys and behavioural surveys for travel
customers in our European business.
Board engagement
The Board receives regular updates on sales
performance, customer and market insights and
evolving trends from the Executive Directors and
Group Executive Committee. These updates help
the Board to better understand our customers
and track potential issues and opportunities.
It also reviewed and approved our double
materiality assessment.
The Board receives detailed reviews and regular
updates of Reputation scores and how we act
on this feedback.
In addition, our Board experience the customer
journey first-hand during site and market visits,
which include food tastings and trialling
new technology.
Material issues raised in 2025
•
Convenience, quality service and seamless
digital solutions.
•
Provision of quality products and value for money.
•
Provision of products and brands that enhance
the customer experience.
•
Wellness, healthier food and dietary needs.
•
Safety and allergens.
•
Sustainability and environmental concerns.
Actions in 2025
To more efficiently respond to our customers’
needs, we implemented AI-powered smart
recommendations on digital ordering in the
Nordics, FRABEL, Italy and Spain.
Communicating in a transparent and informative
manner to customers is key. We maintained our
Responsible Marketing Principles (RMP), launched
in 2024, to help ensure our communications are
truthful, transparent, ethical and legal. In 2025,
we achieved over 98% compliance on RMP training
for targeted colleagues. We also continued to
implement the People and Planet Menu Framework
globally to help increase healthy and sustainable
choices for customers.
Food safety is an important topic for our
customers, and we’ve continued to improve
our engagement in that area. This year, we:
•
developed Global Safety Minimum Standards,
including new standards on allergens, and
enhanced regional safety capability, supported
by the Group safety team
•
significantly improved and refined our tools
to safeguard customers in relation to allergens.
Championing healthier and
more sustainable choices
Case study
In Thailand, we launched our ‘A Better Choice’
labelling initiative at Camden food co. This
initiative introduced clear, transparent menu
labelling to help customers make healthier,
more sustainable choices. We reviewed recipes,
expanded plant-based options and featured
‘A Better Choice’ combos, supported by
engaging communications across digital
and in-store touchpoints.
The ‘A Better Choice’ range, representing c.30%
of the menu, was rolled out across seven units
in three airports. The success of the initiative
led to an expansion across two additional
brands and 11 units.
Cross-functional collaboration was key: culinary,
commercial, marketing, sustainability and
operations teams worked together to ensure
the successful delivery of this initiative.
Priorities for 2026
•
Respond to customer insights from
Reputation to drive satisfaction levels
and commercial performance.
•
Identify and implement actionable insights
from our various trend reports sources.
•
Continue to train colleagues on Responsible
Marketing Principles and monitor compliance.
•
Create new global safety audit against new
Global Safety Minimum Standards including
allergen management and key safety risks.
Business engagement
We engage with and learn from our customers
in various ways, including:
•
online reviews and customer care lines
providing direct feedback
•
colleagues’ direct engagement and dialogue
with customers
•
feedback collected through our customer
listening tool, Reputation
•
customer surveys, focus groups and online
communities
•
global customer trend reports.
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51 SSP Group plcAnnual Report 2025
Listening and responding to feedback
from our colleagues helps us attract
and retain diverse and talented people.
Engaging with colleagues is an essential
way to nurture our culture and ensure
SSP is a great place to work.
Colleagues
Stakeholder engagement continued
Our Colleague Engagement Survey is our
biggest listening exercise of the year, giving every
colleague the chance to share their opinions about
working for SSP and how we can improve. In 2025,
we conducted our third Global Colleague Survey
with survey provider, Gallup. 77% of our
colleagues completed the survey. Gallup measures
engagement using the ‘Q12 index’, which is a score
out of 5. We registered a score of 3.95/5.00.
We also engaged colleagues in a new best practice
double materiality assessment to capture their
views on key ESG impacts, risks and opportunities
for our business and stakeholders.
As part of our commitment to strengthen
our Health and Safety processes, we moved
to a risk-based approach for reporting of serious
colleague incidents.
Board engagement
Our designated Non-Executive Director for
workforce engagement (ENED), Judy Vezmar,
directly engages with a diverse spectrum of
colleagues and provides feedback to the Board to
inform their decision-making. In 2025, this included
seven listening sessions for over 60 colleagues
across our regions. Board members also met
colleagues during a site visit at Tampa Airport
and individual visits at various sites.
The Board receives updates on our people
strategy, workforce engagement, outcomes from
the Colleague Engagement Survey, Speak-Up
reports, Talent and succession planning, DE&I and
monthly safety reports. This year, the Board met
and received updates from regional executive
management teams as part of regional deep dives
incorporated into regular Board meetings.
Material issues raised in 2025
•
Job opportunities, learning and development.
•
Job recognition.
•
Job security, remuneration and benefits.
•
Seeking opportunities to feedback.
•
Health, safety and wellbeing.
•
Clarity on operating model.
Actions in 2025
Aligned with our strategic aim of driving
efficiency, we conducted a review of our ways
of working and internal structure, which led
to a reset of our operating model at the end
of the financial year.
We continued to enhance our listening
programme, starting with bringing together
all our global listening activity under one banner
named ‘Good to Great’. Following the 2025
Global Colleague survey, we identified key areas
for improvement and developed action plans
in collaboration with regional senior leadership
teams. Following a thorough colleague listening
exercise conducted during the year, we also
developed our new values, which were launched
in October. We continued the implementation of
our comprehensive global People Plan, including
the Group and regional talent plans.
On health and safety, we improved tools
and actions to safeguard our colleagues from
increasing incidents of violence at work and
developed Global Safety Minimum Standards.
In addition, we updated our Human Rights
Policy, developed our Human Rights training
and conducted market visits to review
labour operations.
Priorities for 2026
•
Launch and embed our newly defined values
and behaviours.
•
Embed our reset operating model into
the business.
•
Continue the development of our talent
offering for senior roles and ensure increased
succession health.
•
Continue the implementation of our Good
to Great listening plan.
•
Improve mandatory compliance rates
and improve training content.
•
Adopt risk-based approach to reporting
and managing of lost-time incidents.
’Together, we’re safer’
global safety campaign
Case study
In 2025, we launched our ‘Safety Pledge’ on
World Safety Day, reaffirming our commitment
to creating a safe working environment across
all regions. To support this, and in preparation
for our peak operational period, we introduced
a global safety campaign: ‘Together We’re Safer’.
This initiative reinforced everyday safety
behaviours and encouraged a proactive
approach to hazard identification and reporting.
Informed by global incident data, it included
resources for unit managers translated into
15 languages. We shared educational materials
around how to spot and report hazards, the
importance of escalating concerns immediately
to shift manager and how to best support one
another in maintaining safe practices.
To embed these principles, unit managers
received a Managers Briefing Guide outlining
common hazards and mitigation strategies
based on global incident data to discuss with
their teams. We deployed visual materials,
including posters and banners to maintain
visibility and engagement and countries led
with local activities in support of the campaign.
This campaign exemplified how safety could
be championed through clear communication,
leadership support, and team accountability.
By fostering a culture of vigilance and care,
we continued to strengthen our safety-first
ethos across all operations.
Business engagement
We engage with and listen to our people through
several channels:
•
Colleague Engagement Surveys
•
market and site visits by our Group Executive
Committee members and other senior leaders
to meet operational colleagues
•
group and regional town hall meetings and
listening sessions
•
meetings with works councils, trade unions
and the European Works Council
•
Speak-Up and whistleblowing channels
•
colleague networks and communities
•
our global internal communications platform.
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We must understand the needs of those
who invest in and lend to SSP to maintain
their confidence and support. By fostering
strong relationships and maintaining open
lines of communication, investors and
lenders remain well-informed about our
performance, strategy and governance,
and we can promptly respond to any
challenges or queries.
Investors and lenders
Stakeholder engagement continued
Business engagement
We engage with investors and lenders in various
ways, including:
•
regular one-to-one and group calls or meetings
including ones led by the Group CEO and
Group CFO
•
investor roadshows and presentations
post-preliminary and interim results
•
meetings with the Group Head of IR to attract
new investors and address queries from
existing investors
•
regular calls between the Group Treasurer
and lenders, outlining performance to lender
groups and to engage on refinancing
•
engagement with investor ESG analysts and
rating agencies by the Chief People Officer
and Group Director of Sustainability.
As part of the IPO of Travel Food Services in July,
our JV business in India, the TFS executive team
engaged with potential TFS investors.
This year, we also engaged investors in a new
best practice double materiality assessment to
capture their views on key ESG impacts, risks and
opportunities for our business and stakeholders.
Board engagement
Our Chair and SID participate in one-to-one
meetings with shareholders throughout the year.
For specific queries, other Board members may
join direct calls with investors.
Our Annual General Meeting gives the Board the
opportunity to present to attending shareholders
and answer their questions.
The Board, including our Chair and Remuneration
Committee Chair are consulted on relevant
issues, including our sustainability policies and
contribute to feedback to proxy agencies in
advance of the AGM.
Our Board receives regular updates on
shareholder and lender activity from the relevant
Directors, members of the Group Executive
Committee and our brokers.
The Board also reviewed the approval request
regarding refinancing.
Material issues raised in 2025
•
Delivery against expectations.
•
Share price performance and whether we
achieve a fair value in the FTSE250 Index.
•
Ability to drive operational efficiency across
the Group.
•
Progress against plans to drive profitability
in Continental Europe.
•
Level of cash generation and capital
allocation policy.
•
Timing of cash returns to shareholders.
•
Delivery and visibility of returns on high level
of capital investment in recent years.
•
Trajectory and dynamics of passenger growth
in Air vs Rail and across different geographies.
•
The flow through to net income of profitability
in our regions with JV partners.
•
Environmental, social and governance risks
and impacts.
•
Delivery of TFS IPO and routes to create value
for SSP from this listing.
Actions in 2025
We maintained a high level of engagement
with both existing and potential investors in
one-to-one meetings, roadshows, and bespoke
engagement activities. We also conducted
further engagement with the sell side to clarify
areas of concern and align expectations with
company guidance.
We set strategic priorities and expectations
for FY25 including for Continental Europe
margin recovery.
We started reporting on Return on Capital
Employed and set out a plan to strengthen our
ROCE position further. We maintained level of
disclosure on key investor areas of concern such
as minority interests and currency and increased
focus on working capital optimisation.
In July 2025, we successfully completed the IPO
of our JV business TFS, which you can read about
on page 37.
Priorities for 2026
•
Continue proactive investor engagement,
meeting existing and potential investors and
showcasing the strengths and opportunities.
•
Set appropriate FY26 and medium-term
expectations.
•
Build confidence in medium-term delivery
by giving more detail on the underpins to
these expectations.
•
Give relevant disclosure on key areas
of investor concern.
•
Continue implementing our Sustainability
Strategy, policies and reporting to drive
improvements in ESG ratings and benchmarks.
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Our business success depends on retaining
and winning new space in our clients’ travel
locations. By developing enduring
relationships and understanding our clients’
requirements, we can offer them tailored
solutions that drive revenue and ensure
we remain the operator of choice.
Clients
Stakeholder engagement continued
Business engagement
We engage with clients in a variety of ways,
including:
•
regular formal reviews
•
ongoing dialogue as part of our day-to-day
business
•
tenders for new business, contract
negotiations and renewals
•
client surveys
•
industry conferences
•
proactive client engagement and collaboration
on sustainability issues.
In 2025, we conducted a Client Survey in the UK,
Ireland & the Netherlands to gather feedback on
their views on what is important to their business,
how SSP is performing and how this compares
to our competitors.
We attended industry events and conferences,
meeting with our clients and sharing insights
on sector trends and updates. In 2025, our Group
CEO and several senior leaders attended the
Airport FAB Conference & Awards in Barcelona,
presenting an update on the latest trends
impacting the travel F&B sector. Our CEOs for
India, Asia Pacific and EEME met partners and
clients at the Trinity Forum in Vietnam. We also
invited three of our clients from the UK, Europe
and Middle East to our global leadership meeting
in October.
Board engagement
The Board receives updates from the CEO and
regional CEOs on pipeline of business coming on
stream, including any renewals, new wins or losses
and any client or country-specific issues or
opportunities. In addition, tenders of a certain
size are reserved for Board approval.
In addition, the Board met with two key clients,
Tampa International Airport’s and Atlanta
International Airport’s CEOs, during a Board
visit to Tampa, Florida.
Material issues raised in 2025
•
Product quality, offer and menu range.
•
Quality of management team and staff.
•
Customer service, experience and satisfaction.
•
Operational excellence, relationships and
working in partnership.
•
Maintaining a brand portfolio that delivers
sustainable sales and financial returns.
•
Strong performance relative to competitors and
respective progress against strategic priorities.
•
Product offer and customer experience
and satisfaction.
•
Local presence, expertise and market
and customer insights.
•
Sustainability and digital and innovation.
Actions in 2025
We continued to strengthen our client
relationships with our strong brand portfolio,
customer proposition and operational performance.
In 2025, we secured large contract wins and
renewals, including wins at Sydney Airport
(Australia), Denver Airport (USA), JFK Airport (USA),
Vilnius Airport (Lithuania), Delhi Airport (India)
and renewals at Lanzarote Airport (Spain),
Frankfurt Airport (Germany), Hong Kong Airport
(Hong Kong), Sharm El Sheikh Airport (Egypt)
and Leeds Bradford Airport (UK).
Priorities for 2026
•
Retain and win high returning contracts.
•
Conduct additional client surveys.
•
Continue to focus on our client relationships,
brand portfolio, customer insights and
operational performance to drive high retention
rates and to secure profitable new business.
•
Continue to deliver and progress against
our sustainability and digital strategies,
collaborating with our clients to deliver
shared goals.
Our partnership with Aena, Spain’s airport
operator, dates back to more than 30 years.
In FY25, we secured a new six-year contract
with Aena to continue delivering high-quality
food and beverage experiences at César
Manrique-Lanzarote Airport, a key leisure hub
in the Canary Islands. The airport is a strategic
hub for the region, with strong international
traffic from Germany and the UK. In 2024,
it welcomed 8.7 million passengers.
The renewed contract reflected the strength
of our relationship with the airport team
and our proven ability to deliver operational
excellence. As part of the contract, we will
operate a refreshed portfolio of brands,
including international favourites such as Burger
King, and AMT Coffee, which is making its debut
in Spain, as well as SSP-owned concepts such
as Upper Crust and Camden food co.
We are also introducing new local and regional
offerings, including Enrique Tomás and Tropical
Sin Filtros, to enhance the sense of place
and meet evolving passenger expectations,
aligned with the airport’s requirements.
This win reinforced our position in the Iberian
market and demonstrated our commitment
to long-term client engagement and the value
we create with Aena’s team.
Renewing our business
with Lanzarote Airport
Case study
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54 SSP Group plcAnnual Report 2025
Stakeholder engagement continued
We work with our JV partners to develop
businesses in regions where a partnership
is required, whether by regulation or to
strengthen operations.
Joint venture partners
We engage with joint venture partners in a variety
of ways, including:
•
regular communication at Group and local
levels, including day-to-day contact to ensure
efficient operations
•
regular formal and informal meetings, calls and
correspondence during due diligence process,
contract negotiations, onboarding and
ongoing activities
•
informal discussions, conferences and formal
board meetings
•
trading and business reviews, and collaboration
to explore new business
•
regular trading and finance calls, and
engagement on controls and risk management.
In 2025, we engaged our JV partners in a new
best practice double materiality assessment to
capture their views on key ESG impacts, risks and
opportunities for our business and stakeholders.
We also collaborated closely with K Hospitality to
successfully list TFS on the Indian Stock Exchanges
in July 2025.
Board engagement
Our Board is kept informed of key developments in
JV partner relationships. For example, the Board
is updated on the status of major new partners or
extensions of existing arrangements. It receives
an overview of our partnerships through updates
from the relevant executive team members.
This year, during a site visit to Tampa, Florida,
the Board met with seven of our US JV partners,
including partners for our operations at JFK,
Washing Dulles and Phoenix airports.
Material issues raised in 2025
•
Delivering brand standards, operational
excellence and a quality customer experience.
•
Winning new business and securing renewals.
•
Customer and food safety.
•
Sustainability and environmental issues,
resource efficiency, including carbon, energy,
water and waste.
•
Business ethics and corporate behaviour.
•
Diversity, equity and inclusion.
•
Delivering TFS IPO and routes to create value
for SSP from this listing.
Actions in 2025
We continued to work with our existing JV partners
in markets across North America, EEME, Asia
Pacific to run day-to-day business operations
and win new business.
We kept our regular engagement at all levels with
our largest JV, Travel Food Services (TFS), in India,
in partnership with K Hospitality, which listed on
the Indian Stock Exchanges in July 2025. We also
worked with K Hospitality to develop the global
lounge strategy for TFS. In APAC, we completed
the JV partnership agreement with Indonesian
food and beverage business, PT Taurus Gemilang,
opening up a new market to SSP. We exited our
joint venture partnership in Bermuda by way of
sale to our JV partner.
In the USA, we conducted quarterly meetings
with JV partners and engaged with them at our
annual Passion Conference to network, develop
relationships and set out joint priorities. Through
the Federal Aviation Administration’s Airport
Concession Disadvantage Business Enterprise
Program (ACDBE), we continued to develop
partnerships in the region. Our SSP America
CEO was appointed to the Board of the Airport
Minority Advisory Council and attended their
Airport Business Diversity Conference this year.
Priorities for 2026
•
Further development of existing JV
relationships to continue growing our business.
•
Develop a combined governance approach to
having two listed companies.
•
Explore opportunities for new collaborations,
where relevant.
Indonesia is a fast growing travel market and
is expected to reach the top 10 biggest travel
markets by passenger traffic volume by 2027.¹
In December 2024, we entered a strategic joint
venture partnership with PT Taurus Gemilang,
expanding our footprint into Indonesia’s
dynamic airport market. As part of the JV
partnership, we operate 18 units across three
key airports: Bali, Medan, and Surabaya, with
Makassar joining as our fourth location in
October 2025.
The Indonesian market presents strong
profitability potential, and the JV partnership
has already delivered significant integration
milestones, including the implementation of
new processes and team structures.
Working closely with our partner, we’re now
exploring opportunities for brand expansion,
including the addition of strong international
names, especially in airports where we see
high opportunities, such as Bali.
Our partnership continues to evolve, unlocking
growth and driving returns from our investment
across Indonesia’s airport ecosystem.
Business engagement
In North America and the APAC and EEME
regions, we frequently operate with joint venture
partners whose attributes include local knowledge,
access to brands and concepts, and relationships
with clients and government. These attributes
enable us to run the day-to-day business
operations more effectively as well as improving
our ability to win new business. Our JV partners
also contribute to the capital costs of expansion
in addition to taking a share of profitability.
Despite our lower equity stake, we treat our joint
venture partnerships as wholly owned subsidiaries,
including them in regular trading and financial
reviews and investment committee meetings.
Starting operations in
Indonesia with new JV
Case study
1 ACI forecast for Top 20 markets by total passenger traffic volume.
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55 SSP Group plcAnnual Report 2025
Stakeholder engagement continued
We maintain close relationships with
our partners to optimise the brand offer
for our clients and customers and to ensure
alignment with quality, performance and
sustainability standards. We work closely
to enable these brands, products and supply
chains to be introduced to the demands
of the food travel sector.
Brand partners
Shelby & Co is the world’s first Peaky Blinders-
inspired bar in a travel location. Developed in
collaboration with Banijay Rights, it was crafted
to deliver an authentic Birmingham experience
as the airport’s flagship restaurant.
We worked in close partnership with the Banijay
Rights team through weekly development
sessions, ensuring every element of the
experience was crafted with care. Together,
we focused on creating a truly immersive
environment across all customer touchpoints
– one that feels authentically rooted in the
Peaky Blinders brand.
This collaborative approach was instrumental
in shaping a concept that captures the spirit
and quality of the Peaky Blinders brand,
ensuring our customers are fully immersed
in this globally renowned brand and offering
a one-of-a-kind experience within an airport
setting. Every detail from staff hospitality,
Birmingham-inspired cuisine to locally sourced
drinks, 1920s-style plating and glassware and
memorabilia, immerses guests in the world
of Peaky Blinders.
The concept has proven popular with
customers and industry alike, and won the
2025 Airport F&B (FAB) Award for Airport Bar
or Pub of the Year.
Shelby & Co, a coordinated
approach to concept
development
Case study
Business engagement
We engage with brand partners in a variety
of ways, including:
•
regular engagement with local hero brand
partners by our Business Development teams
•
relationship management by the Group
Portfolio Commercial Director with
international brands such as Starbucks
and Burger King
•
regular reviews of brand partners’ evolving
brand requirements to ensure we are meeting
their policy requirements
•
Group-level engagement on sustainability
with brand partners. In 2025, this included
two workshops with Starbucks EMEA on
sustainability KPI tracking and ESG regulation
•
market engagement and collaboration with
brand partners locally, such as Gordon Ramsey
low-carbon menu development in Hong Kong.
Board engagement
Our Board is kept informed of key developments
in brand partner relationships. For example, it
is updated on the status of major new partners
or extensions of existing arrangements. It also
receives an overview of our partnerships through
updates from the Group CEO and Regional CEOs.
Our Board met with brand partners during their
site visit in the US, to better understand their
drivers, risks and opportunities, how they view
their partnership with SSP and how we can work
together to deliver improved service and
financial outcomes.
Material issues raised in 2025
•
Delivering brand standards and a high-quality
customer experience through operational
excellence and digital innovations.
•
Renewing existing business and securing
new locations.
•
Customer safety and food safety.
•
Sustainability, environmental issues and
resource efficiency.
•
Business ethics and corporate behaviour.
•
Flexibility to price products in train stations
and airports appropriately for the travel sector.
•
Diversity, equity and inclusion.
Actions in 2025
We established new brand partnerships, including
Popeyes in the UK, Café Nero, Café Bateel and
Aida in Saudi Arabia, Hung’s Delicacies in Hong
Kong, Revolver Café Bar in Indonesia, Jacob’s
Pickles and Ike’s Loves Sandwiches in America.
We also expanded our business with existing
partners, including Dunkin’ in France, Pret A Manger
in Saudi, Gordon Ramsay Street Burger in India
and Starbucks in Bulgaria and Hungary, KFC and
Liv Eat in Australia, Tiger Beer Bar in Singapore,
Burger King in New Zealand and Shake Shack
in America.
In coordination with our global partner
Burger King, we implemented AI-powered smart
recommendation digital ordering. Additionally,
we worked closely with Starbucks and our 18 EMEA
markets operating Starbucks stores to develop
a joint business plan aimed at optimising our
travel-specific offer. We also strengthened our
collaboration with Pret A Manger by supporting
Pret’s entry into Saudi Arabia.
Priorities for 2026
•
Deliver consistent brand standards.
•
Enhance governance processes to ensure
the selection of new brand partners meet
our investment criteria.
•
Renew franchise agreements with profitable
brand partners and secure new relationships
with tender-winning brands.
•
Continue to engage and collaborate with key
brand partners on shared sustainability goals
and ESG regulation compliance.
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Stakeholder engagement continued
Maintaining good supplier relationships with
open, ongoing dialogue is essential to ensure
an efficient and secure supply chain and to
understand customer trends.
Suppliers
Business engagement
We engage with our suppliers in a variety of ways,
including:
•
regular formal and informal meetings, calls
and correspondence during tenders, contract
negotiations, onboarding and ongoing activities
•
site visits, quality and performance reviews
and supplier collaboration opportunities
by local teams
•
SSP-held supplier and leadership conferences
•
ethical trade risk assessments, reviews and
audits via the Supplier Ethical Data Exchange
(SEDEX).
This year, we invited a number of suppliers to our
Global Leadership Conference, which took place
in London in October. To prepare for upcoming
ESG regulation, we continued to engage with
suppliers to prepare for the EUDR
implementation.
Find out more about our supply chain due diligence
on pages 27-28 and page 49 of our 2025 Sustainability
Report.
Board engagement
Our Board receives updates on supply chain
risks and mitigations through our Risk Committee,
Regional CEOs and procurement teams. It is also
kept informed of high-level supplier relationships
and opportunities for value creation in relevant
workstreams such as our Value Creation Plan.
In 2025, the Board approved the update of
our Supplier Code of Conduct. The Board also
reviewed our approach to managing modern
slavery in our business operations and supply
chains as part of approval of our annual Modern
Slavery Statement.
Material issues raised in 2025
•
Pricing and inflationary pressures.
•
Product quality and food safety.
•
Logistics and supply chain disruption
and product availability.
•
Sustainable ingredients.
•
Plastic reduction in packaging.
•
Animal welfare.
•
Climate change and carbon emissions.
•
Human rights, modern slavery and labour
practices.
•
Deforestation.
•
Cyber Security throughout the supply chain.
Actions in 2025
To prepare for upcoming legislation, we engaged
with our suppliers on a number of topics. We
collaborated with multiple suppliers across various
European countries to run pilot tests, assessing
the practical implementation of EUDR (European
Deforestation Regulation) legislation. We also
worked with packaging suppliers to identify
solutions for upcoming packaging legislation.
To ensure compliance to our policies, we followed
up with suppliers presenting higher human rights
risk if non compliances were identified through
review of their SEDEX Self-Assessment
Questionnaire (SAQ).
We engaged with local suppliers on sustainability
goals. For example, in the UK we have met regularly
with our major supplier of packaging and
disposables, pooling our data to understand
hotspots of virgin plastic consumption, and then
identifying and trialling swaps (e.g. refuse sacks
with a higher percentage of recycled content).
Priorities for 2026
•
Continue to work with suppliers to ensure
compliance with EU Deforestation Regulation.
•
Continue to engage contracted suppliers to
progress on the ‘Better Chicken Commitment’.
•
Progress our engagement and collaboration
with suppliers to support the delivery of our
sustainability goals and net-zero target.
•
Continue to manage our inflation targets
and maximise product availability.
•
Act on recommendations from the Slave-Free
Alliance gap analysis project.
In the UK, we are collaborating with our major
packaging supplier, Bunzl Catering Supplies,
to increase recycled content in packaging and
operational items such as gloves, cloths and
bin bags.
Using insights from a detailed assessment of
our plastic footprint associated with purchases
from Bunzl in 2023, we have since begun
trialling product improvements and swaps
for high impact items. For example, this year,
we increased the recycled content in nearly
1 million bin bags from 50% to 97%.
As we improve our product range, we are
enhancing how we track the type and weight of
this plastic. While we don’t yet have full visibility
on all products, of the vast majority we do, over
35% of the plastic in the products we source
from Bunzl is recycled content, an
improvement of 21% since 2023.
Engaging with packaging
and disposables suppliers
in the UK to identify
sustainable opportunities
Case study
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57 SSP Group plcAnnual Report 2025
We play an important role in the communities
where we operate and where many of
our colleagues and customers are based.
Engaging with and supporting these
communities, as well as NGOs, on key societal
issues is integral to being a responsible
corporate citizen.
Communities,
NGOs and society
Stakeholder engagement continued
Business engagement
We work with charities around the world, supporting
them through a combination of fundraising,
volunteering, cause-related marketing, financial
and food donations. As a food business, working
to alleviate food poverty in our local communities
is central to our approach.
The SSP Foundation, a UK-registered charity,
provides yearly grants to support projects
tackling this crucial societal issue.
We also proactively engage with NGOs on key
issues, such as healthy sustainable diets, animal
welfare and human rights, to help ensure our
practices align with societal expectations and
to support us in meeting our commitments
and targets.
In 2025, we engaged NGOs in a new best practice
double materiality assessment to capture their
views on key ESG impacts, risks and opportunities
for our business and stakeholders.
Find out more about how we support our communities
on pages 50-51 of our 2025 Sustainability Report.
Board engagement
Our Board is informed of key community and NGO
issues, and how we’re responding, through updates
from Group functions and Regional CEOs.
Our Board is also informed of the SSP Foundation
work and grants. Several of our Board members
attended our annual SSP Foundation charity gala,
which raised c.£200k in 2025 to fund projects
delivered by FareShare to help those experiencing
food poverty in the UK.
Material issues raised in 2025
•
Food poverty and food waste.
•
Community support and charitable giving.
•
Human rights and modern slavery.
•
Healthy and sustainable diets.
•
Animal welfare.
•
Biodiversity loss and deforestation.
Actions in 2025
We continued to support and/or partner with
charities, including charities focused on alleviating
food poverty, like Food Bank Malaysia in Malaysia
and Meals on Wheels in the USA.
We maintained our Slave-Free Alliance (SFA)
membership and actioned the 2024 gap analysis
recommendations to strengthen our human
rights and labour exploitation controls.
We engaged with the NGO Compassion in World
Farming to discuss our progress in achieving our
2025 cage-free egg targets, aligning with the Better
Chicken Commitment and Business Benchmark
for Farm Animal Welfare (BBFAW) standards.
We engaged with NGO Food Foundation on
sustainable diets and Future Food Movement
on key food sector sustainability issues.
Priorities for 2026
•
Continue our ongoing work with food poverty
charities across our markets, including
establishing new partnerships where needed.
•
Continue to engage with key NGOs on issues
such as animal welfare to support us in meeting
our commitments and raising standards across
our supply chain.
•
Continue to implement the recommendations
from the SFA gap analysis project.
To support the continued evolution of our
Sustainability Strategy, in 2025, we partnered
with a specialist third party to conduct a double
materiality assessment. Building on our 2022
assessment, this latest one not only assessed
ESG financial risks and opportunities for our
business but also considered our outward
impacts on society and the environment.
The assessment drew on insights from
Group-wide stakeholder engagement activities,
such as employee surveys and listening
sessions, client surveys, and customer research
and feedback. Over 20 external stakeholders
were also interviewed or surveyed, including
representatives for investors, clients, brand
partners, joint venture partners, value chain
workers, end consumers and local communities.
To translate these insights into meaningful
action, we are now integrating the results into our
Sustainability Strategy and risk management
processes. This includes defining policies,
actions, metrics and targets needed for each
material impact, risk and opportunity.
Recognising that sustainability is a rapidly
evolving field, we will continue listening
to our stakeholders and monitoring external
developments to ensure our strategy remains
relevant, responsive and resilient.
See the results of our double materiality
assessment results on pages 61-62 of our
2025 Sustainability Report.
Assessing our impact on
society and the environment
Case study
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58 SSP Group plcAnnual Report 2025
Stakeholder engagement continued
We seek to be part of the debate that
shapes the regulatory environment in which
we operate. We contribute our experience
and expertise to relevant areas of policy
development and seek to support national
strategies and objectives, where appropriate.
Governments
and regulators
Business engagement
The regulatory environment is rapidly evolving
across the nearly 40 jurisdictions where we
operate. We are proactively building robust
controls and capabilities to help ensure we remain
agile and compliant with current and future
obligations, while minimising business impact.
Group companies monitor regulatory
developments in their local jurisdictions and,
where relevant, participate in consultations,
submissions and government reviews. For
example, our CEO for UK&I is a member of the
Institute of Grocery Distribution’s CEO Forum
and, as part of this, in 2025 she attended a Food
Sector & Supply Chain meeting with several
government members.
Many of our clients around the world are
government bodies and we continue to proactively
engage with them as part of client engagement
activities and participate in our clients’
governmental programmes, where relevant.
To keep track of increasing ESG regulations around
the world, we conduct quarterly ESG regulatory
horizon scanning, supported by a specialist
consultancy, to provide an ‘early warning’ system
to integrate preparations into our strategic plans
and processes.
The Non-Financial Reporting Steering Committee
oversees reporting regulation compliance,
including TCFD and preparations for upcoming
CSRD and UK Sustainability Reporting Standards
(UKSRS), while the Sustainability Steering
Committee oversees preparations for wider
ESG regulations, such as EUDR.
Board engagement
Our Board receives updates from the General
Counsel and other specialists including external
advisors on government and regulatory activities
and corporate governance updates. In 2025, this
included updated guidance on changes to the
Corporate Governance Code.
The Board also reviewed plans and preparations
for upcoming regulations, where relevant. In 2025,
it reviewed CSRD preparations and plans to
enhance data and reporting systems, and
approved our double materiality assessment.
Material issues raised in 2025
•
Business ethics and corporate behaviour.
•
Human rights and modern slavery.
•
Food safety and allergens.
•
Labour market and skills shortages.
•
Healthy lifestyle and dietary needs.
•
Climate-related risks and opportunities.
•
Biodiversity loss and deforestation.
•
Plastics and sustainable packaging.
•
Tax risk management and reporting.
•
Sustainability reporting and disclosures.
Actions in 2025
We continued our programme of work in 2025
to prepare for upcoming EU regulations.
For CSRD, we completed a double materiality
assessment, for which 20 external stakeholders
were independently interviewed or surveyed
(see the case study on page 58) for details.
We also underwent a gap analysis against
the disclosure requirements, engaged with our
partners on assurance-readiness, and developed
plans for optimising data and reporting systems
through the integration of new technology.
Following the subsequent announcement of
delays and simplification of CSRD requirements,
we adjusted our plans accordingly.
For EUDR, we completed assessments of
in-scope products and supplier readiness and
developed plans for automating data collection,
verification and reporting. This included proactive
engagement with suppliers, brand partners and
relevant national authorities on the requirements.
We continue to closely monitor proposals for
EUDR simplification ahead of the regulation
taking effect.
We also continue to leverage our experience
and global scale to support Group companies in
meeting local obligations. For example, following
the acquisition of Airport Retail Enterprises
(ARE) in May 2024, our Australian business came
into scope of the Australian Modern Slavery Act
requirement to publish an annual Modern Slavery
Statement. The local team was able to draw on
well-established processes for similar reporting
requirements in the UK and Canada. They also
engaged with the Australian branch of the
Slave-Free Alliance, of which SSP is a global
member. Our first Australian Modern Slavery
Statement was successfully registered and made
publicly available in June 2025.
Priorities for 2026
•
Continue to participate in, and support,
government-led roundtables and programmes,
where relevant.
•
Ongoing monitoring of emerging regulation,
proposals and recommendations that could
impact our business and the food sector
in general.
•
Strengthen compliance procedures with a
technology solution to track political donations,
benefit exchanges, and conflicts of interest
through an end-to-end process with an
approval workflow.
•
Continue to progress preparations and
implementation of compliance procedures
for new ESG regulations, including CSRD,
UKSRS and EUDR.
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Our net-zero transition and climate risk management
Climate change
and the transition
to net zero
Climate change and the transition
to net zero present a fundamental
challenge and strategic priority for
our business and wider stakeholders.
We remain committed to reducing
our climate impact while proactively
building our resilience to evolving
climate-related risks and opportunities.
Our approach supports our broader business
strategy and is integral to delivering sustained
long-term value for our stakeholders
Reducing our climate impact is a key
commitment in our Group Sustainability
Strategy and is supported by two
interrelated pillars:
•
Our forward-looking net-zero transition plan,
outlining our pathway to reach net-zero GHG
emissions across our value chain by 2040,
from a 2019 base year.
•
Our climate-risk management strategy to
identify, assess and manage climate-related
risks and opportunities, ensuring that we
remain resilient under various climate
scenarios.
Recognised as a Climate Leader
by the Financial Times and Statista
In 2025, we were proud to be named one
of Europe’s Climate Leaders for 2025 by the
Financial Times, in partnership with Statista.
The recognition highlights our progress in
reducing Scope 1 and 2 GHG emissions intensity
over a five-year period. The assessment also
considered our transparency around Scope 3
value chain emissions, efforts to reduce
absolute emissions and engagement with
leading sustainability assessors, such as
the SBTi.
We are committed to providing clear, consistent
and comparable ESG and climate-related
information using internationally recognised
frameworks, including the Greenhouse Gas
Protocol (GHG Protocol), the Science Based Targets
initiative (SBTi) Corporate Net Zero Standard and
the Task Force on Climate-related Financial
Disclosures (TCFD) framework.
Find our TCFD statement and approach to climate
risk in accordance with UK Listing Rule 6.6.6.R(8)
on pages 62-66.
Our net-zero transition plan
Our near-term (2032) and long-term (2040)
net-zero targets were validated by the SBTi in
August 2023.¹ SBTi-approved targets are those
that meet the SBTi Corporate Net-Zero Standard,
which ensures the targets are credible, transparent
and consistent.
Our net-zero transition plan, developed with the
help of external experts, outlines our pathway
to achieve these targets. It includes projected
emissions reductions from key actions, while
accounting for potential increases due to
business growth.
Phase 1 (to 2032) focuses on actions within
our direct control. This includes improving
operational efficiencies to reduce our direct
emissions (Scope 1 and 2) and adapting our own
brand recipes and menu offerings to reduce
food-related emissions (Scope 3).
Phase 2 (2032 to 2040) will leverage expected
shifts in global food systems and the travel sector.
For example, scaling up of regenerative agriculture
practices and adoption of innovative, consumer-
acceptable alternatives to animal proteins.
In 2025, we completed a comprehensive review
and update of our net-zero targets and baseline to
account for the SBTi’s Forest, Land and Agriculture
(FLAG) standard and structural changes to our
business. We are submitting these changes to the
SBTi for approval, and will announce our revised
targets and baseline once we have received
formal validation in 2026.
The update involved incorporating the draft GHG
Protocol Land Sector and Removals Guidance
into our estimation methodology as per the SBTi
FLAG standard, including disaggregating and
reporting ‘FLAG’ and ‘industry’ Scope 3 emissions
separately. This new methodology has been
applied to our 2025 data and we have also
restated our 2024 data to reflect this change.
Read the full details of our net-zero transition
and progress on pages 32-35 of our 2025
Sustainability Report.
Our Sustainability Report complements
this report. You can find it on our website:
www.foodtravelexperts.com/sustainability
1 As per the SBTi Corporate Net-Zero Standard, a company is only
considered to have reached net-zero when it has achieved its long-term
science-based target and neutralised any residual emissions.
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60 SSP Group plcAnnual Report 2025
Our net-zero transition and climate risk management continued
Scope 1, 2 and 3 GHG emissions explained
Scope 1, 2 and 3 are a way of categorising GHG
emissions across an organisation’s value chain:
•
Scope 1: Direct emissions generated from
natural gas burnt on-site, fluorinated gases
(F-gases), CO2 and N2O gases and fuel in
company vehicles.
•
Scope 2: Indirect emissions generated from
purchased energy, like electricity or heating.
•
Scope 3: All indirect emissions – not included
in Scope 2 – generated across the company’s
value chain including upstream supply chain
and downstream end use.
Reducing operational emissions
Efficient operations are deeply embedded into
our culture, helping drive cost savings, productivity
and emissions reductions. We continue to optimise
how our units are designed, built, equipped and
operated to reduce resource use while increasing
sales and productivity.
Capital investments over the past three years are
delivering results, including equipment upgrades
and new technologies. The deployment of
cloud-based automated meter readers (AMRs)
and building management systems now provide
improved visibility and control of energy usage.
By the end of 2025, nearly 1,100 AMRs and smart
metering systems were active across 12 markets,
and energy-efficient point-of-sale hardware and
cloud-based applications had been rolled out
across 55% of our units globally.
We also continue to strengthen our data with
a comprehensive site survey conducted across
all operational locations in 2025, addressing data
gaps such as heating and cooling methods used
at airports. Furthermore, we have integrated data
from recent business acquisitions and updated
emissions factors and estimation methodologies.
These changes have been applied to the 2025 data,
with our 2024 figures restated for consistency.
This increased focus on energy monitoring,
efficiency and data accuracy has helped drive a
29% reduction in market-based Scope 2 emissions
from our 2019 baseline and a 7% drop from 2024.
While Scope 1 emissions have increased
significantly from our 2019 baseline, this is largely
due to improved data accuracy and completeness
rather than actual emissions growth. Overall,
combined Scope 1 and 2 emissions rose 8% from
2019, and remained relatively flat compared to
2024 with a small 1% decrease.
Renewable energy is integral to our net-zero
transition plan. As most of our energy is supplied
indirectly via clients and landlords, progress
depends on their renewable sourcing.
In 2025, we strengthened methodologies
for applying market-based emissions factors
for different energy mixes and renewables.
This included reviewing energy contracts and
renewable certificates from clients and landlords,
alongside more robust verification procedures.
As a result, 19% of our total electricity use in
2025 was verified as renewable.
Find our streamlined energy and carbon reporting
(SECR) on page 67.
Reducing value chain emissions
Scope 3 value chain emissions comprise over 90%
of our total footprint, so making progress in this
area is vital. Yet Scope 3 emissions are inherently
far more difficult to quantify and address.
So, in 2025, our efforts have been directed
towards aligning with best practice, including the
SBTi FLAG standard, and enhancing our underlying
data. This involved developing on from aggregated
spend-based estimates to incorporate more
robust data, including detailed product categories,
purchase volumes and country of origin data for
high-impact products such as beef.
As a result of these methodological changes
and data improvements, there has been a notable
increase in total Scope 3 emissions compared
to our 2019 baseline. However, we have achieved
a 11% Scope 3 reduction from 2024. Once our
revised baseline is finalised and validated by the
SBTi, we will have a more accurate picture of our
overall progress against our targets.
Furthermore, with increased granularity of
our Scope 3 data, we can develop more targeted
decarbonisation strategies that address the
distinct challenges and opportunities within each
product category and FLAG or industry segments.
Details of our initiatives for reducing food-related
Scope 3 emissions for our own brands can be
found in the case study on page 64). For our
franchises, we support and benefit from our
brand partners’ efforts to reduce supply chain
emissions and to adapt their menu offerings to
include more sustainable choices. Our chefs also
regularly collaborate, co-developing and trialling
lower-carbon recipes.
While we are primarily a food business, we also
play a significant role in designing and constructing
our cafés, bars and restaurants, with over 100
units built or refurbished in 2025. Our Sustainable
Build Standards, first piloted in 2024 and fully
integrated into our capital investment governance
process in 2025, set minimum requirements for
energy-efficient equipment, optimised unit
layouts and circular design principles.
These efforts are not only helping to enhance
operational efficiency and reduce Scope 1 and 2
emissions, but have also contributed to a 51%
reduction in our Scope 3 capital goods emissions
in 2025, from our 2019 baseline, and an 11%
reduction compared to 2024.
Find our detailed Scope 3 data performance
in our 2025 Sustainability Data Book.
Changing Scope 3 emissions calculations
to align with climate science
The SBTi’s FLAG standard changes the way we
calculate our Scope 3 emissions, with different
and updated methodologies that separate out
estimated FLAG and industry emissions.
FLAG relates to emissions associated with
land use change (e.g. carbon stock loss due to
deforestation), land management (e.g. use of
fertilisers and pesticides) and removals*.
Industry relates to emissions associated
with upstream energy use (e.g. combustion
of fossil fuels).
* Removals have not been reported as per SBTi guidance as we
cannot currently meet the key criteria stipulated by draft GHG
Protocol Land Sector and Removals.
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Task Force on
Climate-related
Financial Disclosures
(TCFD) statement
We have updated our governance,
strategy, risk management, metrics
and targets to align with TCFD
recommendations.
This disclosure reflects guidance from
Section C Guidance for All Sectors and Section E
Supplemental Guidance for Non-Financial Groups
of the TCFD Annex.
Now in our fourth year of TCFD reporting,
we continue to refine our approach to ensure
it remains robust in response to evolving climate
science, standards and regulations.
Compliance Statement
Our disclosure is fully consistent with the TCFD
recommendations, with the exception of partial
alignment on Metrics and Targets (a), where we
continue to enhance our approach in line with
evolving regulations.
For further detail, this page on Governance,
page 63 on Strategy, page 64 on Risk Management
and page 66 for Metrics and Targets.
Find our TCFD index in our Sustainability Data Book at
www.foodtravelexperts.com/sustainability
How we govern climate risk
We have a robust sustainability governance
framework to oversee our Sustainability
Strategy, performance, and ESG and climate
risk management.
Board oversight
Our Board played an active role in developing
our Sustainability Strategy, targets and net-zero
ambition in 2021. It oversees and reviews our
Group Sustainability Strategy and performance at
least twice a year, monitoring progress, challenging
our approach and considering the impacts of
climate-related risks and opportunities.
In 2025, our first strategic update focused on
preparations for the EU’s Corporate Sustainability
Reporting Directive (CSRD), including our double
materiality assessment. The Board reviewed and
approved the process and results, in line with
CSRD’s requirement for formal Board
endorsement.
Subsequent updates covered progress against
our commitments and targets, and our net-zero
targets and baseline review to account for the
SBTi’s Forest, Land and Agriculture (FLAG) sector
standard and structural changes to our business.
To further embed climate-risk management, we
integrated climate-related risks and opportunities
into our strategy reviews, medium-term planning,
budgeting and risk management processes, which
are regularly reviewed and approved by
management and the Board.
In 2025, regional teams developed medium-term
plans that included climate-related opportunities,
consolidated and agreed by the Board. The Audit
Committee evaluated our TCFD process, draft
disclosures and Group Risk Register, including
the sustainability-related Principal Risk (outlined
on page 76), covering its impact, likelihood,
and mitigating actions.
Our Non-Financial Reporting Steering
Committee helps ensure that our climate-risk
management is integrated into our business
strategy, decision-making and financial planning.
Meeting quarterly, it oversees our alignment with
TCFD recommendations and our response and
preparedness for evolving regulations, such as
CSRD, the International Sustainability Standard
Board’s (ISSB’s) IFRS Sustainability Disclosure
Standards and anticipated UK Sustainability
Reporting Standards. Chaired by the Group Head
of Financial Reporting, it comprises senior leaders
from central functions.
The Group Sustainability Steering Committee,
now in its fourth year, supports and coordinates
delivery of the Sustainability Strategy and targets.
Chaired by the Group Sustainability Director, the
committee meets quarterly and includes leaders
from relevant Group functions.
Two regional Heads of Sustainability for our
UK&I and APAC and EEME regions coordinate
implementation across these diverse geographies.
In our Continental Europe and North America
regions, sustainability responsibilities are
integrated into senior purchasing, culinary and
commercial roles, balancing specialist knowledge
and operational responsibility. The Group
Sustainability team works closely with sustainability
leads in our regions and markets to support
action plans and strategic initiatives.
Our business planning process involves all
regional and country CFO and finance directors,
who are responsible for ensuring that the impact
of climate-related risks, opportunities and broader
sustainability commitments are reflected in
medium-term plans and budgets. Value creation
plans include investment in efficiency and
sustainability-linked projects, with Regional CEOs
tracking progress to ensure expected benefits
are realised.
We expect this structured approach to continue
in coming years.
Management responsibility
Climate-risk management is embedded across
each business function at Group and regional
levels, and integrated into financial and
business planning.
The Group CEO holds overall accountability
for delivering our Sustainability Strategy, with
regional CEOs accountable for its implementation
across their regions. While, our Director of
Strategy and Business Services is executive
lead for sustainability, overseeing execution.
Led by the Group Sustainability Director, our Group
sustainability team develops and coordinates
the global strategy.
The Board, Audit Committee, Group Executive
Committee (chaired by the Group CEO) and Risk
Committee (chaired by the Group General Counsel
& Company Secretary) oversee sustainability
and climate-related matters, receiving regular
updates and actively challenging and assessing
our progress.
The Audit Committee (chaired by Non-Executive
Board Director, Tim Lodge) and Group and Regional
Risk Committees oversee all risk management,
including climate. Group Executive Committee
members manage ESG-related risks and issues
within their respective functions or regions.
A Group-wide Annual Risk Review includes
consideration of climate-related risks, with
results report to the Audit Committee, Group
Risk Committee and Regional Risk Committees
for oversight and action.
Our net-zero transition and climate risk management continued
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Our net-zero transition and climate risk management continued
Our strategic approach to climate risk
We identify, assess, manage and review climate-
related risks and opportunities as part of our
climate-risk management strategy. Our approach
and strategic responses are detailed on page 65.
Identifying and assessing risks and opportunities
We have assessed climate-related transition and
physical risks and opportunities, and identified,
quantified and prioritised those that were most
material. This was based on potential business
impact, likelihood and timeframe, and were
reviewed and approved in consultation with senior
leadership, the Group Executive Committee and
the Risk and Audit Committees.
Each risk and opportunity was analysed under
two climate scenarios – a net-zero pathway and
a climate inaction scenario – across short-term
(2025), medium-term (2030) and long-term (2040)
time horizons, aligned with our sustainability and
net-zero targets.
The analysis drew on internal and external data,
including emerging regulatory requirements,
carbon pricing, customer trends, single-use plastic
surcharges, business growth forecasts and
Scope 1-3 GHG emissions data. For each risk and
opportunity, we evaluated the potential impact
if realised and the likelihood of each occurring
under each climate scenarios and time horizons.
Assessing potential future implications
of climate risks
Our scenario analysis revealed that transition
risks are generally more material in the short term,
while physical risks become more material in the
medium and long term.
Under the net-zero scenario, the most material
transition risks we identified include:
•
Increased energy and supply chain cost due
to rising carbon prices.
•
Potential revenue reduction due to shifts
in travel trends, particularly in the UK and EU
markets, where passenger growth may slow.
•
Reputational risk, if we fail to meet our climate
commitments, as clients and stakeholders
increasingly expect credible climate action.
Under a net-zero scenario, the opportunity
to influence customer preferences is more
prominent, especially as our brand partners
accelerate their transition plans. As this current
analysis only considers our own brands, the
potential impact could be even greater if brand
partners are considered.
Under a climate inaction scenario, physical risks
become more material over the long term,
although some transition risks remain present:
•
Physical risks could intensify, leading to reduced
crop yields and limited availability of crucial raw
materials such as wheat, coffee, tea, pulp and
potatoes, likely increasing purchasing costs.
•
Reputational risk could still be significant even
under a climate inaction scenario, as expectations
around climate responsibility persist, especially
with many of our clients and partners having
already made climate commitments.
This analysis indicates that the transition to a
net-zero scenario presents greater financial risks
to our business resilience in the short to medium
term. However, we remain fully committed to our
net-zero target and recognise that preparing
for a higher-risk scenario is aligned with our
long-term strategic goals.
Our strategic responses to these risks
(see the table on page 65) highlight our approach
to mitigating the most material climate-related
risks and capitalising on opportunities. This
strengthens our confidence in the resilience
of our strategy and ability to consistently meet
our targets. However, given the unpredictable
nature of climate change, we acknowledge that
unforeseen risk will always remain.
Greater transitional risks Greater physical risks
Underpinned by a range of external
scenario data, including:
•
NGFS Net Zero 2050 scenario
•
RCP1.9 and RCP2.6
•
IEA Energy Technology Perspective
Beyond 2°C Scenario
•
CCC UK 6th Carbon Budget
Underpinned by a range of external
scenario data, including:
•
NGFS Current Policies Scenario
•
RCP8.5
•
IEA Energy Technology Perspective
Reference Technology Scenario
Net-zero scenario
Global warming is
limited to below 2°C
above pre-industrial
levels (ideally 1.5°C).
Climate inaction scenario
Global temperatures
rise by 3.5-4.5°C,
with no climate
change mitigation.
Climate scenarios:
Expected upper and lower range of climate impacts and associated physical and transition risks
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Our net-zero transition and climate risk management continued
Managing these risks and opportunities
In additional to the specific sustainability
compliance risk that is in the published Principal
Risks, we also ensure material climate-related
risks are integrated into our broader risk
management process. These are reflected in our
Principal Risks (see pages 71-78) and follow the
same review and approval process as all other
company risks. For example, climate-related raw
material shortages (Risk 5) are integrated into
Principal Risk 8 on supply chain disruptions
(see page 76).
At a local level, regional teams are responsible
for identifying and managing risks. Each region
has a dedicated risk committee, chaired by the
Regional CEO and attended by the executive
team. Regional risk registers enhance visibility
and oversight of key risks, support early
identification of emerging risks and inform
Group-wide Principal Risks.
This approach helps ensure strong oversight
of risk exposures and enables targeted action to
mitigate, transfer, accept and/or control key risks.
It also helps ensure our budgets account for
operational or regional risks and opportunities.
In 2025, value creation plans became fully
embedded in our financial planning process.
This process supports investments into the
regions that realise financial returns. Many of
these projects are linked to our net-zero transition
plan, or climate-related risks and opportunities.
Examples include implementing automated
meter readers to provide real-time tracking of
energy consumption and utilising cloud-based
energy management systems to control heating
and air conditioning more efficiently.
Learn more about our risk management and
Principal Risks on pages 68-78 and about the
impact of climate-related risk considerations
on our financial statements on page 175.
Reviewing our risks and progress
We routinely review our climate-related risks and
opportunities to ensure they remain up to date.
In 2025, we conducted a double materiality
assessment which considers sustainability risks,
impacts and opportunities that are material
to the business from a financial standpoint,
as well as those issues that are material from an
environmental or impact perspective, including our
existing climate-related risks and opportunities.
A recipe for net zero
The best lever we have for reducing our
food-related Scope 3 emissions is adapting
our own brand recipes and menus. This includes
increasing the range of vegetarian and
plant-based options – which comprised 39%
of our own brand meal offerings globally by
the end of 2025.
Since 2023, we have partnered with Klimato in
the UK&I and the UAE to calculate, communicate
and reduce the climate impact of our own brand
food offerings using a data-driven, science-based
approach. In 2025, we expanded its use to France.
Having aligned our Scope 3 data with the
SBTi’s Forest, Land and Agriculture (FLAG)
sector standard in 2025, we now have increased
granularity. This enables us to develop more
targeted decarbonisation strategies that
address the distinct challenges and
opportunities within distinct product
category and FLAG or industry segments.
For example, beef alone accounts for 17% of
2025 Scope 3 emissions for purchased goods
and services. With visibility of the country of
origin for c.50% of our total beef volumes, we
can now clearly identify the hotspots and guide
our purchasing teams to sourcing changes that
will drive the greatest reductions.
In 2025, our Non-Financial Reporting Steering
Committee also reviewed our existing material
risks and opportunities to consider any changes
needed. The committee decided that further
assessment of the financial impact of climate-
related risks and opportunities be undertaken.
This will help inform our strategy, guide the
prioritisation of efforts across an increasingly
complex ESG landscape, and help ensure we are
well-prepare for future reporting requirements.
The Audit Committee also reviewed our
climate-related risks as part of its role in
approving the SSP Group Annual Report
and Accounts.
Case study
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Our net-zero transition and climate risk management continued
Our material climate-related risks and opportunities
Risk/opportunity
Level of likelihood/impact
Our strategic responseScenario
Short term
(2025)
Medium term
(2030)
Long term
(2040)
Risk 1 (transition):
Increased energy and key raw
materials costs due to introduction
of carbon pricing or taxes in regions
with our operations and supply chain.
1.5-2°CHHHOur targets to achieve net-zero GHG emissions are the primary means for mitigating this risk. We have
asked teams to identify any legal, financial or sustainability risks in our updated regional risk registers.
No material risks related to carbon pricing were identified.
3.5-4.5°CMMM
Risk 2 (transition):
Risk of legislation preventing the
sale of single-use plastic products
or products in plastic packaging.
1.5-2°C L L M We set a target to eliminate unnecessary single-use plastics from our own brands and ensure all our
own-brand packaging is reusable, recyclable, or compostable by 2025. We have nearly achieved both
of these targets, reaching 99% and 100% by the end of 2025. To further support this, we are scaling up
plastic-free innovations and broadening our focus beyond product packaging to include other plastic
items used in our operations, such as gloves and refuse sacks. Our sustainable packaging guidance
supports our local businesses to implement further plastic-free solutions in their operations.
3.5-4.5°CLLL
Risk 3 (transition):
Risk of changes in travel
trends leading to reduced
passenger numbers.
1.5-2°C L H H Our business planning process incorporates passenger numbers and travel trends to inform
medium-term financial strategies. We continue to rely on client volume projections and anticipate
passenger growth under all scenarios. This year, we used Airport Council International (ACI World)
forecasts to refine regional estimates.
3.5-4.5°CLLL
Risk 4 (transition):
Risk of reputational impact, resulting
in loss of clients and a drop in revenue
from failure to realise sustainability
commitments and decarbonise our
operations and supply chain in line
with net-zero expectations.
1.5-2°C M H H We are the only company in the food travel sector with SBTi-approved long-term net-zero targets
and were recognised in the Financial Times’ Europe Climate Leaders Report 2025. This positions
SSP as a leader for our sector and plays an increasingly important role in supporting client tenders
and relationships.
3.5-4.5°C L H H
Risk 5 (physical):
Reduced availability of climate
sensitive raw materials due to
increased frequency of extreme
weather events and chronic risks.
1.5-2°CMMMWith operations in 38 countries, our ingredients and raw materials are sourced through diverse global
supply chains. As part of our risk mitigation, every country is required to have substitute suppliers for
core products in case of disruptions. This forms part of an overarching contingency plan, which may
include reducing product ranges during severe supply shortages.
3.5-4.5°C M H H
Opportunity 1:
Opportunity to grow potential
revenues from ‘climate-conscious
customers’, including taking
advantage of diversifying markets
and changing customer demands.
1.5-2°CMMMLeveraging our food travel expertise, we are focused on increasing the availability of healthy and
sustainable choices for our customers. By the end of 2025, 39% of meals offered by our own brands
globally were plant-based or vegetarian, and 96% of hot beverages for our own brands were from
sources certified against independent sustainability standards. Our ‘A Better Choice’ labelling uses
simple iconography that highlights healthier options on our menus, and we are helping our customers
identify climate-smart choices by including carbon labelling on menus for selected brands in the
UK and UAE.
3.5-4.5°CLLL
Key: L: Low (<£5m); M: Medium (£5m-£20m); H: High (>£20m)
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Our net-zero transition and climate risk management continued
Our supporting metrics and targets
Our Sustainability Strategy sets out several
targets and KPIs that address our climate-related
impacts. These include our near-term (2032) and
long-term (2040) GHG emissions reductions
targets, as well as targets and metrics for other
inter-related areas such as energy, product
sourcing, packaging and waste.
We do not have external metrics and targets
on Risk 3 or Risk 5, as these are commercially
sensitive, but we monitor and manage both risks
through internal KPIs and build them into our
business planning and functional budgets.
In 2025, we conducted a best practice double
materiality assessment to identify the most
important ESG topics for our business and
stakeholders. Building on our last materiality
assessment from 2022, this new assessment
considered sustainability impacts, risks and
opportunities across a broad range of topics
from both a financial business perspective
and the outward impact on society and
the environment.
Completed in line with the upcoming
requirements of the EU CSRD, the outputs are
informing our strategy evolution and supporting
us in prioritising our efforts in an ever-widening
ESG landscape.
Our sustainability targets and metrics
Performance
Tar get or m etr ic 2025 2024 2023
By 2032, reduce absolute Scope 1 and Scope 2 (market-based) GHG emissions by 60%
from a 2019 base year 8% 9%² -34%
KPI: % change in Scope 1 and 2 GHG intensity (per £ million revenue) from 2019 base year -19% -14%² -40%
KPI: % change in Scope 1 and 2 GHG intensity (floor area) from prior year -13% N/A³ N/A³
By 2032, reduce absolute Scope 3 GHG emissions from purchased goods and services
by 35% from a 2019 base year 76% 100%² 10%
By 2032, reduce absolute Scope 3 GHG emissions from capital goods by 35% from a 2019 base year -51% -45%² -3%
By 2040 reduce absolute Scopes 1, 2 and 3 GHG emissions by 90% by 2040, from a 2019 base year 64% 82%² 4%
KPI: % change in total GHG intensity (per £ million revenue) from 2019 base year 23% 43%² -5%
By 2025, at least 30% of meals offered by our own brands to be plant-based and/or vegetarian 39% 35% 34%
By 2025, 100% of all own brand units in the UK & Ireland, North America and Continental
Europe (40% in APAC and EEME regions) that serve coffee to offer non-dairy milk alternatives
97%
(83%)
97%
(39%)
88%
(31%)
By 2025, 100% of coffee for our own brands to be from sources certified to independent standards,
such as Rainforest Alliance or Fairtrade 96%¹ 80% 71%
By 2025, 100% of tea for our own brands to be from sources certified to independent standards,
such as Rainforest Alliance or Fairtrade 95%¹ 87% 49%
By 2025, 100% of hot chocolate for our own brands to be from sources certified to
independent standards, such as Rainforest Alliance and Fairtrade 96%¹ 76% 80%
By 2025, 100% of fish and seafood for our own brands to be from sources certified to
independent standards, such as Marine Stewardship Council 98%¹ 74% 61%
By 2025, 100% of eggs for our own brands to be from cage-free sources 83%¹ 61% 48%
By 2025, eliminate unnecessary single-use plastic from our own brand packaging 99%¹ 95% 88%
By 2025, 100% of our own brand packaging to be reusable, recyclable or compostable 100%¹
,
⁴ 97% 90%
KPI: tonnes of food waste diverted from landfill via redistribution, recycling and
composting schemes 1,757 1,469 646
1 To present performance against the target deadline, the 2025 data for this metric represents supply status at year end, whereas prior year’s data is for the total volumes for the full year. For comprehensive full year 2025
performance data, please see our Sustainability Data Book.
2 Restated from previously reported figures – please see our Sustainability Data Book for details of our restatements.
3 Not applicable as we started tracking this metric from FY2024.
4 Rounded to 100% for reporting purposes; actual performance was 99.7%.
See the details of the materiality process and results
on pages 61-62 of our 2025 Sustainability Report.
See our Sustainability Data Book for comprehensive
details of our yearly data performance (including
absolute Scope 1, 2 and 3 GHG emissions), reporting
boundaries, scope, definitions, methodology
and restatements.
Corporate governance Financial statements
Strategic reportOverview
66 SSP Group plcAnnual Report 2025
Our net-zero transition and climate risk management continued
Streamlined energy and carbon reporting (SECR)
2025 2024
UK Global (excluding UK) Global (including UK) UK Global UK Global (excluding UK) Global (including UK) UK Global
Emission category
Energy
(MWh)
Emission
(tCO2e)
Energy (
MWh)
Emission
(tCO2e)
Energy
(MWh)
Emission
(tCO2e)
% of
total
% of
total
Energy
(MWh)
Emission
(tCO2e)
Energy
(MWh)
Emission
(tCO2e)
Energy
(MWh)
Emission
(tCO2e)
% of
total
% of
total
Fuel consumption
– stationary (Scope 1)
70,071 14,357 142,371 29,353 212,442 43,710 33% 67% 24,320 4,971 151,490 32,164 175,811 37,135 13% 87%
Fuel consumption
– mobile (Scope 1)
1,625 420 5,757 1,440 7,382 1,860 23% 77% 967 244 14,834 3,705 15,801 3,949 6% 94%
Fugitive emissions (Scope 1) – 1,341 – 17,575 – 18,916 7% 93% – 5,536 – 12,113 – 17,648 31% 69%
Electricity (Scope 2)
– location-based*
47,910 8,480 215,446 69,073 263,356 77,553 11% 89% 43,317 8,969 232,823 84,549 276,140 93,517 10% 90%
Electricity (Scope 2)
– market-based*
47,910 17,398 215,446 69,963 263,356 87,361 20% 80% 43,317 16,228 232,823 83,265 276,140 99,492 16% 84%
District heating (Scope 2) – – 32,679 5,936 32,679 5,936 0% 100% – – 3,530 634 3,530 634 0% 100%
Business travel
– road vehicles only (Scope 3)
– – – – – – – – – – – – – – – –
Total Scope 1 and Scope 2
(location-based)
119,606 24,598 396,252 123,377 515,859 147,974 17% 83% 68,605 19,720 402,677 133,164 471,281 152,884 13% 87%
Total Scope 1 and Scope 2
(market-based)
119,606 33,516 396,252 124,266 515,859 157,782 21% 79% 68,605 26,978 402,677 131,880 471,281 158,859 17% 83%
Total (location-based) 119,606 24,598 396,252 123,377 515,859 147,974 17% 83% 68,605 19,720 402,677 133,164 471,281 152,884 13% 87%
Total (market-based) 119,606 33,516 396,252 124,266 515,859 157,782 21% 79% 68,605 26,978 402,677 131,880 471,281 158,859 17% 83%
£m revenue**
(constant currency)
962 962 2,741 2,741 3,703 3,703 26% 74% 893 893 2,629 2,629 3,521 3,521 25% 75%
Intensity ratio – location-based
(revenue)
124.37 25.58 144.55 45.01 139.31 39.96 n/a n/a 76.87 22.09 153.20 50.66 133.85 43.42 n/a n/a
Intensity ratio – market-based
(revenue)
124.37 34.85 144.55 45.33 139.31 42.61 n/a n/a 76.87 30.23 153.20 50.17 133.85 45.12 n/a n/a
Floor area (sq m) 161,624 161,624 633,674 633,674 795,297 795,297 20% 80% 133,587 133,587 567,046 567,046 700,634 700,634 19% 81%
Intensity ratio – location-based
(Floor area)
0.74 0.15 0.63 0.19 0.65 0.19 n/a n/a 0.51 0.15 0.71 0.23 0.67 0.22 n/a n/a
Intensity ratio – market-based
(Floor area)
0.74 0.21 0.63 0.20 0.65 0.20 n/a n/a 0.51 0.20 0.71 0.23 0.67 0.23 n/a n/a
* Includes electricity consumption from both stationary and mobile assets.
** Revenues provided for UK includes Republic of Ireland.
SSP must report its UK (including UK offshore) and global (excluding the UK) energy use and CO2e emissions in accordance with the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations
2018. The data in the above table represents emissions and energy use for which the company is responsible and is incorporated by reference in the Directors’ Report. We have followed the Greenhouse Gas Reporting Protocol –
Corporate Standard (2015 revised edition) and our reporting is consistent with the Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance (March 2019). In 2025, we worked with specialist
consultants to refine our GHG emissions accounting, including a comprehensive site survey across all operational locations to address data gaps – such as heating and cooling methods used at airports. We also integrated data from
our business acquisitions and updated emissions factors, estimation methodologies and reporting boundaries to fully align with financial consolidation. Our 2024 data has therefore been restated for consistency.
See our Sustainability Data Book for all our yearly data performance, reporting boundaries, scope, definitions, methodology and details of restatements.
Corporate governance Financial statements
Strategic reportOverview
67 SSP Group plcAnnual Report 2025
Risk management and principal risks
Significant
enhancements
to our risk
management
framework
Our enterprise risk management
framework is embedded in
business-as-usual operations and
decision-making processes, and is
considered a critical tool to support
the achievement of our strategic
objectives and our purpose to be
‘the best part of the journey’.
How we manage risk
Over the past year, we have embedded an
enhanced enterprise risk management framework
across our business. We want to ensure that our
Board, leadership and management teams have
strong visibility and understanding of the risks
we face, so we can better protect our business
and deliver our strategy through risk-intelligent
decision-making.
The Board, Audit Committee and Group
Executive Committee recognise the value and
critical importance of setting a strong ‘tone from
the top’ on effective risk management, the need
for our leaders and management teams to engage
actively in the process to systematically protect
and improve our business, and for measured
risk-taking within the parameters defined
by the Board’s risk appetite.
These messages are reinforced to our leadership
and management teams regularly through Group
and regional risk committees, the delivery of risk
management training, and management cascade
to team members.
Three lines of defence
Last year, we reviewed and re-mapped our
governance framework to the ‘Three Lines of
Defence’ model to ensure that there is clarity at all
levels of the business on accountabilities for the
management of risk, from the Board to frontline
colleagues. Over the past year, we have further
embedded and strengthened the framework with
the global rollout of enhanced safety minimum
standards, an improved controls self-assessment
programme, the launch of a comprehensive cyber
security programme, and the appointment of
an in-house internal audit team.
Our first line of defence is the people and functions
that own and manage risk on a day-to-day basis,
operating within the structures, policies and
processes to deliver our strategy while protecting
our business.
The second line consists of the functions which
oversee, specialise and provide support in the
effective management of risk. We have invested
in dedicated and experienced leaders across our
second line functions, from governance, risk and
compliance, to health and safety, cyber security,
legal and regulatory, financial control, and
sustainability. Our second line leaders and their
functions provide leadership and support to our
management teams in managing risk effectively
and meeting their governance and compliance
responsibilities.
We have embedded our enterprise risk
management framework across all parts of our
business, aligning our approach closely to best
practice and providing a top-down and bottom-up
view of our risk exposures. Risk appetite forms
an integral part of our risk management process,
ensuring focus on the most critical risk exposures,
and our Group and regional risk committee
structure provides regular oversight and
scrutiny of the actions being taken to mitigate
and manage risk.
As a key source of second line assurance, over the
past year, we have undertaken a comprehensive
review of our Controls Self-Assessment process,
and have further expanded and strengthened the
control requirements placed on management.
This enables us to provide greater comfort to our
leadership and Audit Committee on our internal
control environment and supports management
in continuous improvement of controls.
Over the past year, we have also transformed
our third line of defence with the appointment
of an in-house Internal Audit function, enabling us
to provide more in-depth, value-add assurance to
our Audit Committee, while continuing to benefit
from external subject matter expertise through
a co-source relationship with Deloitte.
Risk governance
Critical to our risk governance structure is
the operation of risk committees in every region.
Chaired by our Regional CEOs, attended by
regional executive teams, and coordinated and
led by our Group Director of Risk & Assurance,
the Committees meet regularly with a structured
agenda which includes:
•
reviewing the risk profile for the region
•
considering risks assessed by management
teams as ‘outside appetite’, and ensuring
actions to mitigate or manage risk exposures
are driven through to completion
•
reviewing reports on controls self-assessment
and the results of internal audit activities
•
discussing thematic risk and governance
matters such as health and safety, food safety,
cyber security, sustainability, fraud, mandatory
training and whistleblowing
•
discussing key compliance issues, including
anti-bribery and anti-corruption, modern
slavery, sustainability and data privacy.
Our regional risk committees are overseen
by the Group Risk Committee, chaired by the
General Counsel and Company Secretary.
It enables us to embed a culture of accountability
for risk throughout our business by providing our
leadership with regular oversight and ensuring
risk is actively discussed and considered at an
appropriate frequency.
Our risk committees also provide a clearly defined
path for the reporting and escalation of critical risk
matters through the wider governance structure
of the business. This provides our Group Executive
Committee and Board with better visibility,
awareness and understanding of the risks we face
and our strategies to manage and mitigate them.
Corporate governance Financial statements
Strategic reportOverview
68 SSP Group plcAnnual Report 2025
Risk management and principal risks continued
Risk governance framework
Group Executive Committee
Board
•
Overall accountability for the Group’s risk management and internal control framework
•
Sets risk appetite and tone from the top for strong risk management culture. Receives updates on key risk matters including safety
•
Reviews Board structure, size and composition
•
Leads appointment of Directors and succession planning
•
Monitors diversity and inclusion
•
Evaluates the effectiveness of the Board
•
Oversees adherence to Group treasury policies
•
Monitors financial risk including forex, interest rates and liquidity
•
Oversees global safety strategy
•
Sets minimum safety standards
•
Monitors incident rates and H&S risks
•
Supports management in continuous improvement
•
Provides oversight and scrutiny of material risks to the Group
•
Monitors principal, strategic and material regional and country risks
•
Challenges and supports management on risk mitigation
•
Reports material exposures to GEC and Audit Committee
•
Provides oversight and scrutiny of Group risks
•
Obtains assurances on internal controls
•
Assesses integrity of financial reporting
•
Reports to Board on relevant risk & control matters
•
Oversees compliance with disclosure requirements including
Listing Rules, Market Abuse Regulations and DTRs
•
Oversee delivery of Sustainability Strategy
•
Oversee non-financial reporting regulation compliance
•
Consider sustainability and climate impacts and risks
•
Sets the Executive remuneration policy
•
Ensures the policy aligns with strategy and culture
•
Reviews workforce remuneration policies
•
Reviews and approves all material capital spend proposals
•
Undertakes post-investment reviews
•
Oversees GDPR and local privacy regulatory compliance
•
Monitors privacy risk
•
Supports management in maintaining compliance
•
Provide oversight and scrutiny of material risks to regions
•
Monitor regional and country risk exposures
•
Challenge and supports regional and country management on risk mitigation
•
Report material exposures to Group Risk Committee
•
Produces the annual budget for Board review and approval
•
Reviews financial and non-financial performance
•
Accountable for the management of principal, strategic, business and operational risks
•
Communicates ‘tone from the top’ on risk management and internal controls
•
Monitors principal and strategic risk exposures
•
Directs and supports management in effectively managing or mitigating risk
Nomination Committee
Treasury Committee
Group Safety Committee
Group Risk Committee
Audit Committee
Disclosure Committee
Sustainability/Non-Financial Reporting Steering Committees
Remuneration Committee
Group Investment Committee
Privacy Steering Committee
Regional risk committees
Second and third line functions
Support the effective management of risk and continuous improvement of the internal control environment
Corporate governance Financial statements
Strategic reportOverview
69 SSP Group plcAnnual Report 2025
Risk management and principal risks continued
Risk management methodology
Our risk management methodology is designed
to facilitate the systematic identification and
evaluation of our key risk exposures, ensure
management teams take appropriate and timely
action to manage and mitigate risk, and provide
our leadership teams and Board with a clear and
current view of SSP’s risk profile.
Risk identification
To ensure the continuing accuracy and quality
of our risk data, all Group and Regional Executive
Team members, as well as key functional leads
across the business, are required to participate
in ‘deep-dive’ risk reviews, facilitated by the Group
Director of Risk & Assurance, on at least an annual
basis. This process is overlaid with regular interim
reviews aligned to the Risk Committee meeting
timetable, to ensure that risk information is
current and accurate.
Risk registers are also updated throughout the
year as changes occur, such as the emergence of
new risks and the mitigation or closure of existing
risk exposures.
Risk evaluation and mitigation
Risks are evaluated on both a ‘Gross’ and ‘Net’
basis in terms of impact and likelihood, to ensure
that both our inherent and current risk exposures
are understood and effectively managed. All
areas of the business use the same risk evaluation
criteria to ensure consistency and maximise the
accuracy of risk reporting.
Key controls to mitigate or manage risks are
documented to enable management teams to
assess whether sufficient mitigation is in place,
or if further actions need to be taken to bring
the exposure down to an acceptable level.
Target risk exposures are set where risks
are assessed as ‘outside appetite’ or in need
of further mitigation. Group and regional risk
committees monitor management teams’
progress in delivering the actions required
to achieve the target risk exposure.
Reflecting our prioritisation and strong focus
on performance within our existing businesses,
the Board has reassessed its risk appetite for
‘Expansion into new markets’ as ‘Cautious’, from
a previous risk appetite of ‘Willing’. This change
reflects the appetite and approach already shown
in key decisions taken during the year, and sets
a clear tone to our leadership for the year ahead.
The Board reviews all principal risk appetites
annually to ensure they align to its view of the
current risk environment and the approach it
requires management teams to take in dealing
with the risks the business faces.
Risk appetite
The Board recognises that, like all businesses, in certain circumstances it is both necessary and
desirable to take risk in a measured and defined way, in order to achieve our business objectives.
As part of the annual review of principal risks, we have defined our appetite for risk across each
of the principal risk areas, setting both the tone and guidelines for the management of risk across
the business.
Risk appetite is embedded in our risk evaluation methodology, with defined risk tolerances
setting the parameters for acceptable levels of risk exposure, depending on the nature of the risk.
Risk exposures which are assessed by management as outside those parameters are designated
as ‘outside appetite’, and in these cases risk mitigation plans are developed in order to bring the risk
exposure within tolerance. Risks designated as ‘outside appetite’ are reported to Group and regional
risk committees, with a strong focus on monitoring the delivery of mitigation plans, and ensuring
there is appropriate oversight and scrutiny of those risks which require action.
An overview of our risk appetite definitions mapped to our principal risks is provided in the table below:
Risk Appetite Definition Guideline Risk Areas
Willing The business is willing to accept
a higher level of risk exposure
where the opportunity for
high potential rewards exist,
while meeting its legal and
regulatory requirements.
•
Competitive
landscape, changing
client, competitor
and consumer
behaviours
Balanced The business is willing to
accept a moderate level of
risk exposure where potential
rewards are commensurate
with the level of risk being
taken, while meeting legal and
regulatory requirements.
•
Geo-political and
macroeconomic risk
•
Supply chain
disruption and
product cost inflation
•
People – talent
acquisition and
retention,
organisational
structure and culture
•
Availability of labour
and wage inflation
Cautious The business has a low appetite
for exposure to risk, regardless
of potential rewards, and
expects management to
implement robust systems of
control to ensure such risks are
fully mitigated or well managed.
•
Information security,
stability and
resilience
•
Health and safety
•
Food safety and
allergen management
•
Sustainability
•
Expansion into
new markets
•
Realisation of returns
from capital invested
•
Legal & regulatory
compliance
Corporate governance Financial statements
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70 SSP Group plcAnnual Report 2025
Risk management and principal risks continued
Principal Risks
The Board undertook a detailed review of SSP’s
principal and emerging risks, informed by risk
data at country, regional and Group levels, the
outputs of second and third line activities, and
the outcomes of discussions at Board, Audit
Committee, and Risk Committee meetings
throughout the year.
Principal risks focus on the risks which could result
in events or circumstances that might threaten
SSP’s business model, future performance,
solvency or liquidity and reputation – in line
with the requirements of the UK Corporate
Governance Code.
Each principal risk has been assessed in terms
of the ‘Gross’ (inherent) and ‘Net’ (residual) impact
and likelihood of occurrence, and a risk appetite
has been assigned to each principal risk in order
to set the tone and guidelines for the management
of risk in FY26.
Strategic risks which are not published as
principal risks are recorded in the Group Strategic
Risk Register, and are monitored on a quarterly
basis through the Group Risk Committee.
This includes risks published in previous annual
reports which continue to form part of SSP’s
risk landscape.
The Board review of principal risks concluded
that no additions or deletions were required.
However, two key changes to existing principal
risks are highlighted:
•
Expansion into new markets: risk appetite
has changed from ‘willing’ to ‘cautious’
as described in the risk appetite section.
•
Food safety and allergen management:
renamed from ‘product safety and quality’
to provide a more meaningful and explicit
description of this critical area of risk.
Principal risks will be monitored throughout
the year by the Group Risk Committee to ensure
they reflect our risk environment and are
effectively managed.
Further details of these risks and our approach
to mitigation are provided on pages 73-78.
Monitoring and reporting
We ensure that our leadership teams are provided
with the right information to understand and
effectively manage the risks to deliver our strategic
and business objectives. Our Risk & Assurance
function produces regular risk reports for Group
and regional risk committees, including a ‘risk
dashboard’ for each region; providing an overview
of the respective risk profile and details of top
risks, changes in the period, risks assessed as
‘outside appetite’, and progress against agreed
risk mitigation plans.
In addition, the Group Audit Committee receives
a regular risk updates informed by the outcomes
of group and regional risk committees, with details
of key risks impacting the Group and progress
against the respective mitigation plans.
Risk management culture
The importance and benefits of an open and
transparent risk management culture are well
recognised. Management teams are encouraged
to report and escalate current or emerging risks
in an atmosphere of openness and collective
responsibility. This helps us identify and manage
our risk exposures while protecting and
continuously improving our business.
There is a clear escalation path through our
committee structure, enabling risks to be promptly
identified, assessed, understood and addressed
at the appropriate level.
The regional risk committees that we introduced
in FY24 have significantly enhanced the culture
of engagement, understanding and active
management of risk across our business.
Corporate governance Financial statements
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71 SSP Group plcAnnual Report 2025
Emerging Risks
Emerging risks are those which impact and
probability are difficult to assess and quantify at
present, but which could affect SSP in the future.
Previously identified emerging risks are regularly
monitored through quarterly Audit Committee
and Risk Committee reporting, to ensure that
our leadership and management teams are aware
of emerging threats, and are ready to implement
strategies to mitigate or manage the risks as
our understanding and ability to quantify
them develops.
Newly emerging risks are identified through
our risk management cycle, regular engagement
with our leadership and management teams, and
through formal channels. These include Board,
Audit Committee and Risk Committee meetings,
as well as numerous other second line forums
including the Non-Financial Steering Committee,
Cyber Executive Committee, Privacy Steering
Committee and Group Safety Committee.
Management teams are encouraged to identify
and report newly emerging risks.
The Board has considered a range of emerging
risks to the business, and examples of two key
emerging risks are provided in the following table.
Emerging Risk Overview
Climate change Climate change has been recognised as an emerging risk for our business for several years.
The accelerating effects of climate change are increasingly evident – reflected in record-breaking seasonal temperatures,
intensifying wildfires and weather patterns throughout 2025. This trajectory is likely to have a range of impacts on our business
in the medium to long term, from disruption to air and rail travel to crop failures, supply chain disruption and increased costs due
to scarcity of key commodities.
With leadership from our dedicated sustainability function, we monitor the evolution of this risk exposure to ensure we are able
to respond quickly and effectively protect our business, as well as capitalise on the opportunities it may bring.
Reducing our climate impact is a key commitment in our Group Sustainability Strategy and is supported by two interrelated pillars:
•
Our forward-looking net-zero transition plan, outlining our pathway to reach net-zero GHG emissions across our value chain
by 2040, from a 2019 base year.
•
Our climate-risk management strategy to identify, assess and manage climate-related risks and opportunities, ensuring that
we remain resilient under various climate scenarios.
See our net-zero transition and climate risk management section on pages 60-67 for more details.
Artificial Intelligence Artificial Intelligence has already significantly increased its presence within our business, and we already employ it for
efficiency and innovation. However, AI also comes with substantial risks, both internally as a result of increased use of AI,
and externally in terms of cyber threats and risks around failure to capitalise on AI capabilities.
AI presents increased threats of cyber security breaches, loss or compromise of business critical or personal data,
disruption to operations, and the potential to damage SSP’s reputation.
Our Cyber Security Executive Committee regularly monitors key technology risks including AI, with a significant increased
focus on AI risk, and specific workstreams to increase our understanding of AI and ensure our business is protected.
Risk management and principal risks continued
Corporate governance Financial statements
Strategic reportOverview
72 SSP Group plcAnnual Report 2025
Risk management and principal risks continued
2. Information security,
stability and resilience
1. Geo-political and
macroeconomic events
and trends
Oversight Forum(s)
Audit Committee
Group Risk Committee
Regional Risk Committees
Oversight Forum(s)
Group Risk Committee
Regional Risk Committees
Link to our strategy:
Enhancing
capabilities to drive
performance
Driving operational
efficiencies
Link to our strategy:
Prioritising
high-growth
channels, markets
and contracts
Enhancing
capabilities to drive
performance
Trend
Trend
Context and trend
The threat from malicious actors seeking to access,
disrupt and gain from business network infrastructure
and critical systems continues to grow and evolve
at pace.
Over the past year, there has been a marked increase
in state-sponsored attacks on business infrastructure
with the aim to disrupt Western economies. Cyber
attacks are becoming increasingly sophisticated and
targeted for maximum impact, publicity and financial
gain. It is business-critical that our cyber defences keep
pace with this evolving threat. The growing complexity
of SSP’s network and systems infrastructure in this
heightened threat landscape serve to increase our
risk exposure.
FY25 saw numerous high profile businesses seriously
impacted by cyber attacks which caused significant
and widespread operational disruption and financial
losses to both the immediate victims and their complex
and often heavily reliant supply chain partners. SSP’s
UK business was impacted by the M&S cyber attack,
which caused temporary disruption to operations,
affecting our ability to take payments and manage
stock and waste, and resulting in lost revenues and
profits. The crisis was managed effectively by SSP UK’s
Crisis Management Team who responded rapidly to
minimise the impacts on the business.
Context and trend
SSP’s business model is reliant on global passenger
flows through airports, railway stations and motorway
service areas.
Geo-political and macroeconomic events and
trends can have a material impact on passenger flows,
particularly through airports, which represent c.70%
of SSP’s business.
Geo-political tensions have continued to escalate
in FY25, with the ongoing conflicts in Ukraine and the
Middle East continuing to impact passenger numbers
in some territories, and US foreign economic policy
impacting air travel from Canada and Europe in
particular. Added to this, growing tension and shifting
alliances between western economies and Russia,
China, India and their allies creates further uncertainty
and the potential for additional medium-term impacts
on air travel patterns, consumer behaviours and
other macroeconomic effects of continuing
geo-political instability.
Whilst inflation has stabilised and global economic
conditions are broadly improving, the outlook remains
uncertain, with the potential for global events to
adversely impact our cost base, the demands of our
clients, and consumers’ propensity to travel and spend.
Potential impacts
Disruption to SSP’s business critical systems could
result in inability to take payment at our business units
and impact our ability to order and manage inventory
effectively. Other potential impacts include inability
to pay our colleagues or suppliers accurately and on
time, losses from theft or fraud, or loss of the integrity
of our financial data, which could impact the accuracy
of financial statements. The outcome of all of these
impact scenarios is likely to be lost revenues and
profits, increased costs, operational disruption
and damage to our reputation.
A material personal data breach could result
in regulatory sanctions, legal action and damage
to SSP’s reputation.
Key mitigating actions and activities
We have taken steps to substantially strengthen
our cyber security governance and control framework.
A Cyber Security Strategy is now being delivered,
ensuring that the right levels of investment and
resources are allocated to maintaining a robust cyber
security posture. The strategy includes workstreams
covering cyber awareness, identity and access
management, asset management, and vulnerability
and threat mitigation. A Cyber Security Executive
Committee, chaired by the Chief Technology Officer,
meets monthly to oversee progress in the delivery of
the strategy and monitor the changing threat landscape.
Recognising the critical importance of training and
awareness, all colleagues with access to SSP systems
are required to complete mandatory cyber security
awareness training annually. We undertake phishing
campaigns, and ask colleagues to take further training
where they ‘fail’ the phishing exercise.
Network perimeter controls including firewalls,
email gateways, and multi-factor authentication
provide layered defences against cyber attacks,
and a Managed Detection & Response service (MDR)
provides security monitoring to quickly identify
malicious attempts to breach SSP systems and manage
any incident effectively.
A supplier due diligence process assesses our
suppliers’ security posture before they are engaged,
and existing disaster recovery and incident response
processes are being reviewed and enhanced.
Potential impacts
Geo-political events such as war or terrorism could
result in the closure of airports or further substantial
changes to air traffic routes or consumer travel
patterns. A resulting decline in passenger numbers
at a regional or global level could materially impact
our revenues.
Further pandemic outbreaks or natural disasters
such as extreme weather events or earthquakes
could result in the closure of airports and railway
stations for indefinite periods, thus impacting
passenger numbers.
Macroeconomic factors could directly impact revenues,
costs of goods, labour costs and profitability.
Key mitigating actions and activities
Our business has demonstrated an ability to
respond quickly and effectively to geo-political and
macroeconomic events many times in recent years,
including in response to the Covid-19 pandemic,
conflict in the Middle East and sanctions
against Russia.
Our Crisis Management and Business Continuity
Plans are periodically tested to ensure we can respond
effectively to issues and crises as they arise.
The geo-political and macroeconomic environment
and its potential impacts on business performance
are regularly and closely monitored at both regional
and global level through weekly trade calls and
monthly and quarterly performance reviews.
Regional risk committees provide regional leadership
with visibility and oversight of key risk exposures to
their businesses, facilitate active horizon-scanning,
and ensure prompt action is taken to mitigate and
manage risk exposures as they arise.
The Group Risk Committee provides oversight of
current and emerging risks at both regional and global
level to Group Executive Committee members.
Corporate governance Financial statements
Strategic reportOverview
73 SSP Group plcAnnual Report 2025
Risk management and principal risks continued
4. Health and safety3. Competitive landscape
– changing client, competitor
and consumer behaviour
Oversight Forum(s)
Audit Committee
Group Risk Committee
Regional Risk Committees
Group Safety Committee
Oversight Forum(s)
Group Executive Committee
Regional Risk Committees
Link to our strategy:
Enhancing
capabilities to drive
performance
Link to our strategy:
Prioritising
high-growth
channels, markets
and contracts
Enhancing
capabilities to drive
performance
Trend
Trend
Context and trend
Our business is inherently exposed to a variety of
health and safety risks which can impact customers,
colleagues, clients and other stakeholders operating
in the vicinity of our units. We operate primarily in
critical national infrastructure locations, which are
inherently exposed to security threats and impacted
by geo-political events.
The most common health and safety incidents
within our units relate to cuts and lacerations, burns
and scalds, and being struck by stationary or falling
objects. Although not unique to SSP, we have seen
a continued increase in violence towards colleagues
operating in our units, particularly in rail retail units
in Europe and the UK, and continue to deploy
initiatives to protect them, our customers and
other stakeholders, through, security resourcing,
collaboration with law enforcement authorities, staff
training, effective signage and the use of bodycams.
Operating across a large number of legal jurisdictions
globally, SSP is subject to a wide range of often complex
and demanding legal and regulatory requirements,
client requirements and inspection regimes relating
to health and safety.
Potential impacts
The worst-case impact of a material failure of health and
safety can be loss of life, serious injuries or illness to one
or more colleagues, customers or other stakeholders.
Serious health and safety incidents can result in
Context and trend
Competition within the travel food and beverage
industry continues to increase, with key players
seeking to expand their footprint and market share.
Our clients continue to demand more of us, from
increased concession fees, capital investment and
extended unit opening times. In some markets this
can be compounded by contractual limitations
or conditions on pricing.
Following a prolonged period of global inflationary
pressures and cost of living crises, consumers are
increasingly price-sensitive and are continuously
adapting their purchasing behaviours and travel
patterns to constrained budgets.
Consumer tastes and preferences for travel food
and beverage are constantly evolving, influenced by
a complex range of priorities including healthy eating,
changing attitudes towards alcohol consumption,
sustainability, ethical purchasing, the desire for
new experiences and tastes, as well as the need
for convenience and value.
Potential impacts
An increasingly competitive business environment
could lead to a decline in tender success rates and
endanger our growth plans as well as existing
revenues and profitability.
substantial legal claims, criminal proceedings against
management teams, regulatory sanctions, and can
cause significant reputational damage to the Group.
Legal claims against SSP by colleagues or customers
following health and safety incidents could result in
losses to the business and increase insurance premiums.
Adverse regulatory or client inspections can result
in sanctions including fines, temporary unit closures
and reputational damage.
Key mitigating actions and activities
The health and safety of our colleagues, customers,
clients and other stakeholders is a top priority for
our business, and this is reflected in the extensive
suite of policies, standards, processes and controls
in place at the operational level. Leadership drives
our safety culture, prioritising safety and modelling
safety behaviours.
In FY25 we rolled out minimum standards for health
and safety, fire safety, food safety and allergen
management across all of our businesses.
Technology has been deployed across multiple
territories to automate daily unit safety checks and
facilitate real-time reporting of incidents at local level.
Central monitoring and reporting of global trends and
risks along with the usage of data insights help us
make informed decisions and focus our efforts
on critical risk areas.
The Group Safety Committee is attended by Regional
CEOs and key members of our Group Executive
Committee to provide visibility and oversight of key
safety issues and risks. Group and regional risk
committees received regular reports on incident
rates, trends and emerging risks and issues.
The Group Safety Forum meets regularly and is
attended by regional and country safety leads. The
Group Safety function sets the minimum standards
and provides guidance and oversight.
These structures contribute to a robust governance
framework and help us ensure that our safety practices
evolve in line with emerging risks, enabling us to embed
safety more deeply into our culture and operations.
The increasing demands of our clients can erode
profitability by increasing our cost base while in some
cases simultaneously limiting our ability to mitigate
costs through pricing.
Changing consumer tastes, preferences and
behaviours can impact revenues and profitability.
Key mitigating actions and activities
The changing competitive environment and its
potential impacts on business performance are
regularly monitored at both regional and global level
through weekly, monthly and quarterly trade calls
and performance reviews.
The Group has a clear strategic focus on ensuring
returns are maximised from the capital we have
invested in recent years, and this requires us to be
agile and responsive to the competitive environments
in which we operate at unit, country and regional levels,
adaptive to the demands of our customers and clients,
and relentless in our pursuit of the best possible
product offerings whilst carefully controlling costs.
A proactive focus on changing consumer behaviours
and trends through initiatives such as the acceleration
of digital offerings, creating experience-led concepts,
encouraging healthier choices, adapting our brand
portfolio and menus help ensure we continue to meet
the evolving demands of our customers.
There is a strong emphasis on maintaining profitability
through pricing, menu engineering, procurement,
workforce planning, operational efficiency and
maintaining productive and profitable relationships
with clients and brand partners.
The Group Investment Committee provides oversight,
scrutiny and approval for tender processes and
business cases to ensure the right balance is struck
between competitiveness and return on investment.
Brand partner due diligence and review processes
help ensure SSP’s brand partner profile continues
to deliver profitability and minimise risk exposures.
Corporate governance Financial statements
Strategic reportOverview
74 SSP Group plcAnnual Report 2025
Risk management and principal risks continued
6. Expansion into
new markets
5. Food safety and
allergen management
Oversight Forum(s)
Group Investment
Committee
Regional Risk Committees
Group Board
Oversight Forum(s)
Audit Committee
Group Risk Committee
Regional Risk Committees
Group Safety Committee
Group Board
Link to our strategy:
Prioritising
high-growth
channels, markets
and contracts
Enhancing
capabilities to drive
performance
Link to our strategy:
Enhancing
capabilities to drive
performance
Trend
Trend
Context and trend
Following a period of expansion into a number of
new markets through a combination of M&A activity,
new joint venture partnerships and organic growth,
our short to medium-term focus is now on ensuring
we deliver the expected returns on those investments.
To reflect this, our Board has assessed SSP’s risk
appetite for expansion into new markets as ‘cautious’
(previously willing) to reflect our expected approach
for the foreseeable future.
Any new market entry presents its own unique
challenges and risks, including:
•
understanding cultural restrictions, preferences
and sensitivities
•
meeting the demands of clients and consumers
•
succeeding in a new competitive landscape against
established competitors
•
meeting local legal and regulatory requirements,
including health and food safety and compliance
•
commercial challenges including pipeline
mobilisation, establishing an optimal supply chain,
managing the cost base, and pricing
•
creating the conditions for delivery of the approved
business case
•
operating and competing in a new geo-political
and macroeconomic environment.
Potential impacts
Failure to develop and mobilise a business model
capable of delivering the approved business case will
erode forecast profitability and diminish the value
Context and trend
Previously recorded as ‘product safety and quality’,
this risk was renamed in FY25 to provide a more
meaningful description, and to reflect our absolute
focus on ensuring all of our products are safe for our
customers and allergen risks are minimised and
clearly signposted.
As a food and beverage business, the risk of
food-borne illnesses, foreign body contamination of
products and the impacts of allergens on consumers
of our products is ever-present and must be
meticulously managed. Consumers expect their food
to be prepared to high standards of food safety and
for allergens to be effectively communicated.
Food and beverage businesses are seeing an increase
in allergen incident reporting as a result of increased
awareness and understanding among employees
and consumers of allergen risks. Improved reporting
processes have led to an increased frequency of
reported incidents, enabling us to address risks and
strengthen our processes more quickly and effectively.
SSP is subject to a wide range of complex and
demanding food safety requirements across the many
jurisdictions in which we operate.
Potential impacts
A material failure of food safety or allergen controls
could lead to loss of life or serious illness to one or
more colleagues, customers or other stakeholders.
of the new business to the wider Group. Unforeseen
costs can arise and impact profitability and our ability
to deliver the approved business case. Supply chain
disruption can also impact our product offerings
and affect sales.
Failure to resource units to the required level and
opening hours could result in operational failures,
damage client relationships and impact revenues.
Poor customer experience or failure to adhere to
cultural norms and expectations could damage our
reputation and relationships with clients and partners.
Equally, cultural norms which conflict with SSP’s
values could challenge our approach or willingness
to operate in a particular territory.
Non-compliance with local legal and/or regulatory
requirements could result in legal action, sanctions
or claims against the business.
Key mitigating actions and activities
The Group Investment Committee scrutinises
all new market entry proposals to ensure they are
founded on a credible and deliverable business case
which is aligned to the Group’s strategy. In FY25, the
terms of reference, submission and approval criteria
and associated processes for the Group Investment
Committee were reviewed and updated to ensure
they provide robust scrutiny of business cases and
produce decisions which align to our risk appetite.
Due diligence activity (including third-party Integrity
Due Diligence, where required) is undertaken ahead
of the development of new market entry proposals
to ensure risks arising from the country, market,
partners and clients are understood and within
SSP’s risk appetite.
Local joint venture partnerships are sought where we
believe they can provide essential knowledge of the
country, market, clients, competition, cultural drivers
and key risks from day one.
Regional risk committees provide leadership teams
with oversight of risks arising from new market entry.
Our regional and country teams have access to
centralised specialist functions to support them
in identifying and addressing challenges arising
in new markets.
Serious food safety and allergen incidents can result
in substantial legal claims, criminal proceedings
against senior management, regulatory sanctions,
widespread product recalls, closure of units and
significant reputational damage to the Group.
Adverse allergic reactions or less serious illnesses
following the consumption of our products can have
serious implications for our business, including the
potential for widespread adverse media and social
media coverage which could materially impact sales
and damage our reputation.
Adverse regulatory or client inspections can result
in sanctions including fines, temporary unit closures
and reputational damage.
Key mitigating actions and activities
An uncompromising commitment to food safety and
allergen management is embedded within our policies,
standards, processes and controls. In FY25, we rolled
out minimum standards for food safety and allergen
management across all of our businesses.
We provide mandatory food safety training to
colleagues as part of our induction process, to ensure
high levels of understanding and competence in food
safety for our frontline and management colleagues,
and to foster a strong food safety culture across all
parts of our business. Food safety management
procedures are documented for each unit, reflecting
the individual food safety priorities and requirements
across our many locations, brands and products.
Our food safety approach is built on Hazard Analysis
and Critical Control Point (HACCP) and applied
consistently across our global network.
We focus on ensuring product and menu labelling and
allergen signage meet local regulatory requirements.
Technology has also been deployed across multiple
territories to automate daily unit safety checks and
allergen controls, and facilitate real-time reporting
of incidents. Food safety inspections are regularly
undertaken by regulators and clients across
our portfolio.
These combined efforts reflect our ongoing journey
to elevate food safety standards, embedding a culture
of vigilance, learning and innovation.
Corporate governance Financial statements
Strategic reportOverview
75 SSP Group plcAnnual Report 2025
Risk management and principal risks continued
8. Supply chain and
product cost inflation
7. Sustainability
Oversight Forum(s)
Group Executive
Committee
Group Risk Committee
Regional Risk Committees
Oversight Forum(s)
Sustainability Steering
Committee
Non-Financial Reporting
Steering Committee
Group Risk Committee
Regional Risk Committees
Link to our strategy:
Prioritising
high-growth
channels, markets
and contracts
Enhancing
capabilities to drive
performance
Driving operational
efficiencies
Link to our strategy:
Enhancing
capabilities to drive
performance
Trend
Trend
Context and trend
SSP is inherently exposed to supply chain risk:
global crop yields, geopolitics, product availability,
distribution networks and cost inflation can all
materially impact our business.
We have a diverse and complex supply chain across
the various countries in which we operate, providing
some protection from widespread disruption.
However, we rely on core distributors and suppliers
in each market, and there is potential for more
significant disruption if a major distributor
or supplier were to fail.
Our brand partners and some clients can influence
our supply chain by placing requirements on product
and supply options, which can also reduce flexibility
and impact costs and profitability.
Clients are increasingly demanding greater use of local
suppliers in order to support their own sustainability
and ESG objectives.
Global inflation levels have eased over the past year
as supply chain issues have improved and energy
costs and global economies have stabilised.
Context and trend
The sustainability landscape continues to evolve
rapidly, with new environmental, social and governance
(ESG) standards and regulations, alongside growing
stakeholder demands and increasing public scrutiny.
While new ESG regulation continues to emerge, such
as new sustainability reporting rules in Australia, India
and the UK, some key EU regulation, including the EU
Corporate Sustainability Reporting Directive (CSRD)
and the EU Deforestation Regulation (EUDR), are
being delayed and/or simplified. This, coupled with the
deregulatory and pro-fossil fuel stance of the new US
administration, has somewhat reduced the risk outlook
for sustainability compliance for the near term.
Nevertheless, stakeholders continue to expect us to
understand and take action on our ESG impacts and
to ‘do the right thing’ when it comes to the environment,
as well as acting as an enabler for our customers to do
the same through more sustainable brands, product
offerings and packaging.
Greater scrutiny is also being placed on sustainability
and environmental claims in companies’ marketing
and communications, with standards such as the UK
Green Claims Code and the FCA’s Anti-Greenwashing
Rule and Guidance, driving best practice in this area.
Potential impacts
Disruption to our supply chain, including loss of a key
supplier or distributor, could impact our ability to sell
core products, or even necessitate the temporary
closure of units, resulting in lost sales.
Product shortages could result in increased costs,
eroding profitability, or inability to sell core products.
Disruptions to our supply chain and availability
of products could damage SSP’s reputation with
consumers and impact relationships with clients
who suffer ‘knock-on’ damage to their own reputation.
However, major global disruptions are typically not
isolated to SSP and tend to impact the whole market.
An erosion of control over our own supply chain due
to the demands of clients and brand partners could
increase our cost base and present challenges in
maintaining profitability at expected levels.
Key mitigating actions and activities
SSP has an extensive and highly diverse supply chain,
with individual regions and countries managing their
own supplier base, therefore isolating the impacts
in the event of a supplier or distributor failure.
All regions have a Supply Chain Continuity Plan in
place which is reviewed annually, with alternative
suppliers identified for all key products, enabling
our businesses to quickly switch in the event of
a supplier failure.
Value Creation Planning and delivery is a key focus
for our regional businesses to optimise value from
our supply chains and maximise profitability.
We place emphasis on building strong relationships in
our supply chain and with brand partners to ensure we
are well positioned to secure the best available deals
and leverage our position wherever possible.
Potential impacts
Non-compliance with prevailing ESG regulations
across our markets could lead to sanctions including
fines and other penalties, reputational damage and
loss of stakeholder trust.
Failure to ‘walk the talk’ and demonstrate a
clear commitment to minimising our social and
environmental impacts could be even more damaging,
not only because it is the right thing to do, but because
sustainability is now a key component of our
competitive position. Impacts could include:
•
reputational damage and loss of stakeholder trust
•
loss of client tenders or brand partnerships if SSP
is perceived as failing to meet its sustainability/
ESG standards as effectively as competitors
•
poor ratings in investor ESG Indices and risk
profiles which could lead to shareholders choosing
to divest
•
failure to maintain our competitive position
as a leader in ESG and sustainability.
Key mitigating actions and activities
SSP has a clearly defined Group-wide Sustainability
Strategy covering the key pillars of Product, Planet,
People and Governance.
There is a defined ESG governance structure to ensure
leadership oversight at Group and regional levels,
including regular reporting to Board, Group Executive
Committee, Audit Committee and Risk Committee.
The Non-Financial Reporting Steering Committee
oversees risks of, and compliance with, key reporting
regulations including TCFD/climate risk and
preparations for the EU CSRD and UK Sustainability
Reporting Standards; while the Sustainability Steering
Committee ensures cross-functional oversight of
the Group Sustainability Strategy and targets, and
considers ESG impacts, risks and opportunities.
Dedicated sustainability leads are in place for each
region and market, including Regional Heads of
Sustainability appointed in key regions.
Corporate governance Financial statements
Strategic reportOverview
76 SSP Group plcAnnual Report 2025
Risk management and principal risks continued
10. Realisation of returns
on capital invested
9. Legal and regulatory
compliance
Oversight Forum(s)
Group Investment
Committee
Group Executive
Committee
Oversight Forum(s)
Audit Committee
Group Risk Committee
Regional Risk Committees
Link to our strategy:
Prioritising
high-growth
channels, markets
and contracts
Enhancing
capabilities to drive
performance
Driving operational
efficiencies
Link to our strategy:
Prioritising
high-growth
channels, markets
and contracts
Enhancing
capabilities to drive
performance
Trend
Trend
Context and trend
Following a period of M&A activity and capital
investment in new and existing businesses, our
strategic focus is on delivering the returns on these
investments, aligned with business case.
We continue to invest in our business-critical systems
globally to maintain pace with evolving technology,
ensure we continue to deliver leading edge customer
experience, and to make our business stronger, more
resilient, efficient and effective.
Context and trend
The legal and regulatory environment is continually
evolving across the c.40 jurisdictions in which we
operate, with the ongoing trend being increasing
levels of scrutiny and strengthening regulation and
governance requirements placed on businesses.
SSP is exposed to a range of compliance risks
to varying degrees dependent on the regulatory
environment and cultural business norms in specific
markets, in particular anti-bribery and anti-corruption,
modern slavery, data privacy, health and safety,
food safety and sustainability/ESG.
The UK Corporate Governance Code was updated in
2024, placing additional obligations on companies and
their boards to make detailed declarations on principal
risks, material controls and the effectiveness of the
risk management and internal control environment.
The public listing of TFS in India has increased our
exposure to legal and regulatory risk in this territory,
and we have maintained a robust approach to
regulatory compliance in the region.
Potential impacts
Failure to keep pace with the evolving legal and
regulatory frameworks across our markets could result
in instances of material non-compliance, which could
lead to legal action against the business, regulatory
sanctions including fines and other penalties, closure
of units, and reputational damage.
Potential impacts
Failure to deliver appropriate returns on capital
invested can erode the wider financial performance
of the business and impact overall earnings.
Below expected returns can impact our business for
extended periods where we are locked into contracts,
if not addressed and corrected, reducing overall
investor returns on capital.
Sustained poor returns on capital can impact investor
confidence in the business and affect the Company’s
ability to raise further capital.
Key mitigating actions and activities
Our strategic focus for the short to medium-term is to
ensure that we realise the expected returns on capital
invested. This is a priority for our Board and Group
Executive Committee. Regional executive teams will
be supported by the Group to ensure business cases
are delivered.
The Group Investment Committee scrutinises all
proposals for capital investment to ensure they are
founded on a credible and deliverable business case
which is aligned to the Group’s strategy and capable
of delivering forecast returns. In FY25 the terms
of reference, submission and approval criteria and
associated processes for the Group Investment
Committee were reviewed and updated to ensure
they are continue to provide robust scrutiny of
business cases and produce decisions which align
to our risk appetite.
Due diligence activity is undertaken ahead of the
submission of new capex proposals to ensure any
risks to the delivery of business case are understood
and within our risk appetite.
Returns on capital investments are regularly
monitored and scrutinised through monthly and
quarterly trading calls and steering committees
for new system implementations.
The scale of penalties available to regulators means that
significant instances of non-compliance could result
in fines which materially impact our financial results.
Reputational damage from significant compliance
failures could impact our reputation with investors
and our ability to raise capital, as well as affecting
our ability to win tenders, and damaging relationships
with clients and brand partners.
Customer perceptions of brands can be damaged
where businesses are considered to be failing to
‘do the right thing’ and act ethically and responsibly,
which can lead to a fall in sales.
Key mitigating actions and activities
Our compliance function oversees our compliance
agenda, promotes a strong compliance culture by
supporting colleagues in meeting their compliance
responsibilities, and monitors and reports on our
compliance performance.
We have invested in significant expertise in specific
compliance areas including anti-bribery and
anti-corruption, data privacy, sustainability/ESG
and health and safety.
The Group’s governance structure ensures we have
regular and robust oversight, scrutiny and challenge
on compliance matters at Board, Executive and senior
management levels across our business. This includes
the Audit Committee, Group and Regional risk
committees, the Group Executive Committee
and subject matter-specific steering groups.
All colleagues with access to SSP systems are
required to complete mandatory compliance training
on joining and on an annual basis.
The Gifts and Hospitality reporting process is
managed centrally to ensure compliance with
anti-bribery and anti-corruption legislation and
identify conflicts of interest and/or instances of
non-compliance with regulation or company policy.
Corporate governance Financial statements
Strategic reportOverview
77 SSP Group plcAnnual Report 2025
Risk management and principal risks continued
12. Availability of labour
and wage inflation
11. People – talent acquisition
and retention, organisational
structure and culture
Oversight Forum(s)
Group Executive
Committee
Group Risk Committee
Regional Risk Committees
Oversight Forum(s)
Group Risk Committee
Group Executive
Committee
Link to our strategy:
Prioritising
high-growth
channels, markets
and contracts
Enhancing
capabilities to drive
performance
Driving operational
efficiencies
Link to our strategy:
Prioritising
high-growth
channels, markets
and contracts
Enhancing
capabilities to drive
performance
Driving operational
efficiencies
TrendTrend
Context and trend
The food and beverage sector continues to see rising
labour costs, driven by wage inflation, regulatory change
and constrained availability of labour. Government
policies on minimum wage and employer taxes place
increasing pressure on labour costs, notably minimum
wage increases in the US and Europe and those
announced for the UK in 2026.
Increasing regulation around hours worked, time
recording, benefits and break requirements continue
to drive up labour costs.
Markets in which the workforce is highly unionised,
notably the US, France and Germany, face added
pressure on labour costs and workforce flexibility,
as well as increased levels of litigation.
The availability of labour presents challenges
in some markets as they prepare for the high season,
and drives up wage levels, notably in Spain, Greece
and the Middle East.
Context and trend
As a ‘people business’, it is critical that we are able
to attract and retain the right talent at all levels,
from front line colleagues to executive leadership,
and build an organisational structure which is capable
of delivering our strategy while remaining efficient.
In FY25, we reviewed our operating model and
restructured our management and support functions
to ensure we are well positioned to deliver our strategy.
Whilst the benefits are already beginning to be felt,
the associated people changes together with a number
of unrelated changes at leadership levels will inherently
increase our risk exposure in the near term.
As a diverse business operating across a multitude of
cultures, we understand the importance of a common
‘SSP culture’ which celebrates and embraces the
diversity of our business and people. Diversity at all
levels is regarded as a strength, as well as a potential
competitive advantage, at SSP.
Potential impacts
Significant people change can increase our
exposure to the risks of operational or compliance
failures, loss of corporate memory and key business
relationships, and loss of accountability for critical
business activities.
Potential impacts
Unplanned labour cost inflation erodes profitability
and puts pressure on the delivery of business plans.
Increased labour market regulation drives up costs
and can reduce workforce flexibility.
Increased unionisation and stronger, more active
unions also tend to increase costs, reduce workforce
flexibility and generate higher levels of litigation.
Failure to fully resource operations, particularly in the
high season, can impact sales, damage relationships
with clients and cause reputational damage.
Key mitigating actions and activities
We have invested in workforce management
technology in key markets to increase operational
efficiency and ensure compliance with regulatory
requirements.
The continued rollout of technology in units, such as
digital ordering and Order at Table technology (OAT),
reduced some resource requirements while
substantially improving the customer experience.
There is a strong focus on compliance with labour
laws and regulatory requirements in all markets, with
local teams supported from the centre by specialists
in employment law, human resource management
and compliance.
The importance of maintaining productive
relationships with unions is well recognised and
actively managed in territories with high levels
of unionisation.
Increased labour costs can in some circumstances
be fully or partially mitigated through pricing and
menu engineering.
Failure to attract and retain the right talent to
the right roles impacts our operational effectiveness,
the quality of decision-making, our ability to drive
performance and deliver results, and can expose
our business to a variety of risks.
An inefficient or ineffective organisational structure
adds unnecessary cost to the business, erodes
profitability and undermines our ability to deliver
our strategic objectives.
Without a common and recognisable culture there
is a risk that our colleagues’ values are not aligned
to those of our business. This could have a variety of
impacts including the quality and consistency of our
customer service, the quality of our product offerings
and unit operations, as well as decisions or actions
being taken within the business which do not match
our values.
Key mitigating actions and activities
Our updated operating model and structure is
underpinned by a People Strategy which is designed
to maximise the benefits at pace, whilst minimising
the associated risks and supporting our people in
delivering our strategy.
We have a dedicated Talent and Inclusion team which
provides leadership and support to both Group and
regional management teams for the appointment
of key roles globally, and deploy strategies to secure
the right talent in the right roles.
We regularly review our organisational structure
at Group and regional levels to ensure our structure
is fit for purpose and capable of delivering our
strategic objectives.
A dedicated Reward team ensures that our reward and
benefit offerings are sufficiently attractive to secure
the best talent while incentivising good performance
and rewarding and retaining our best performers.
Fostering a culture of ‘belonging at SSP’ is at the
heart of our People Strategy. It focuses on promoting
an inclusive workplace and valuing the skills and
uniqueness brought by every colleague and every team
in the business, while embedding a high-performance
environment in which our people can thrive.
Corporate governance Financial statements
Strategic reportOverview
78 SSP Group plcAnnual Report 2025
Viability statement
SSP Group’s operations are managed on a
regional basis and are primarily focused on the
airport and railway station food and beverage
sales markets. As detailed on pages 12-15
(‘Understanding the travel F&B market’),
the markets in which we operate benefit from
a number of long-term structural growth drivers
and we are confident that this will remain the case
looking forward. Our business model is focused
on meeting the food and beverage needs of our
clients and customers in the complex and
challenging environments in which we operate.
SSP has a number of competitive advantages
that we believe place us in a strong position to
capitalise on the future growth in our markets.
The UK Corporate Governance Code requires that
the Board issue a Viability Statement confirming
that it has a reasonable expectation that the
Company can operate and meet its liabilities for
the foreseeable future. The Board is required to
assess this viability over a period of greater than
twelve months, taking into account a number of
key factors, including its principal markets, its
business model and its strategy as outlined
above, together with its current position and
principal risks and uncertainties.
The Directors have assessed the Group’s
prospects and viability over a planning cycle
ending in 2028. The Directors believe that
forward planning over this time horizon is
appropriate, particularly as this covers the period
in which the rollout of the Group’s secured new
business pipeline is expected to be completed.
This three-year period also aligns to the Group’s
annual strategic review exercise conducted
within the business and reviewed by the Board.
The assessment process
The Directors perform an assessment of the
Group’s prospects through its annual strategic
and financial planning process. This process
is led by the CEO and CFO in conjunction with
the Executive Committee and the country
management teams. The results of the
assessment are then summarised within the
strategic plan (the Medium Term Plan or ‘MTP’),
which is discussed and approved by the Board
annually. The most recent MTP, which included
detailed forecasts for the period from 2026
to 2028, was approved in July 2025.
In conjunction with the MTP, the Directors
have assessed the prospects of the Group by
reference to its current financial position, its
recent and historical financial performance, its
business model and strategy, and the principal
risks and mitigating factors described on the
preceding pages. The Board regularly reviews
financial headroom and cash flow projections
to ensure that the business retains sufficient
liquidity to meet its liabilities in full as they
fall due.
At 30 September 2025, the Group had c.£917m
outstanding under its borrowing arrangements
and c.£647m of available liquidity, including cash
of c.£342m. The gross borrowings include
US Private Placement notes of c.£741m with
maturities between October 2025 and July 2031
and drawn bank facilities totalling approximately
£153m. These bank facilities have a maturity date
of July 2028. They include a committed undrawn
revolving credit facility of £300m, with a maturity
date of July 2028.
Based on the Group’s financing and available
liquidity, the Directors have reviewed the financial
forecasts and funding requirements looking
forward. Their assessment of viability is
outlined below.
Assessment of viability
For 2025, the Directors have reviewed
a base case scenario which is based on the
Board-approved 2026 Budget. The base case
scenario for 2026 reflects an expectation of
a further year-on-year improvement in revenue
in most of our key markets.
With some uncertainty surrounding the
economic and geo-political environment over
the next twelve months, a downside scenario has
also been modelled, applying severe but plausible
assumptions to the base case. This downside
scenario reflects a pessimistic view of the travel
markets for the next twelve months, assuming
sales that are approximately 5% lower compared
to the base case scenario. In 2027 and 2028,
revenue is also assumed to be lower in the
downside scenario by approximately 5%
compared to the base case. The downside
scenario also includes the cash flow impact
of the £100m Share Buyback, which is assumed
to be actioned evenly across the year.
Corporate governance Financial statements
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79 SSP Group plcAnnual Report 2025
Viability statement continued
In both the base case and the downside case the
Group would continue to have sufficient liquidity
headroom based on the cash and available
facilities as described above.
The Group must comply with covenants testing
leverage (maximum 3.25 times) and interest
cover (minimum 4.0 times), each tested biannually
at the half year and year end. In both its base case
and its severe but plausible downside case, the
Group would have headroom against each of
these covenant tests at all testing dates during
the period of assessment.
In addition to the uncertainty posed by the current
macro-economic and geo-political environment,
the Directors recognise that other risks exist
which could have an impact on the viability of
the Group. As a result, the Directors place a high
degree of importance on maintaining an effective
Group-wide risk management framework, which
ensures a disciplined approach to risk taking.
Such an approach ensures that the upside
potential of all relevant risks is understood
and capitalised upon as directed by the Board,
whilst the downside is appropriately mitigated.
The Group’s risk management process and its
effectiveness thereof are detailed on pages 68-72.
The Directors have also performed a robust
assessment of the Group’s emerging and principal
risks, which can be found on pages 73-78.
The risks are listed in order of priority. The risk
descriptions explain why the related risks are
important, and the Directors believe that the
corresponding mitigating factors adequately
address each risk, such that any residual risk
falls within the Board’s risk tolerance.
Governance and Assurance
As noted above, the Board reviews and approves
the medium-term plan on which this Viability
Statement is based. The Board also considers the
period over which it should make its assessment of
prospects and the Viability statement. The Audit
Committee supports the Board in performing this
review. Details of the Audit Committee’s activity
in relation to the Viability statement is set out
in the Audit Committee report on pages 110-117.
Viability statement
After reviewing the current liquidity position,
financial forecasts and considering the
uncertainties described above, the Directors
have a reasonable expectation that the Group
will be able to continue in operation and meet
its liabilities as they fall due over the three-year
period of their assessment to September 2028.
Going concern
As a consequence of the work performed
to support the viability statement above, the
Directors also considered it appropriate to adopt
the going concern basis in preparing the financial
statements and notes which are shown on
pages 155-216.
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80 SSP Group plcAnnual Report 2025
Non-financial and sustainability information statement
Policies, guidance and standards which govern our approach Additional information
Environmental
matters
(including the
impact of the
Company’s
business on the
environment)
•
Environment, Sourcing and Farm Animal Welfare Policy – sets out our approach to protecting
the environment, sourcing our ingredients and products responsibly and sustainably, and supporting
animal welfare.
•
Supplier Code of Conduct – sets out the minimum standards we expect of our contracted suppliers,
covering human rights, product quality and food safety, environmental sustainability, farm animal
welfare and business integrity.
•
Speak Up Policy – sets out how concerns about suspected wrongdoing or dangers at work can be raised,
how they will be investigated and protection and support for whistleblowers.
•
Understanding our market – page 12
•
Sustainability – page 25
•
Stakeholder engagement – pages 49-59
•
Our net-zero transition and climate
risk management – pages 60-67
•
Risk management and principal risks
– pages 68-78
•
Sustainability Report – SSP website
Employees
•
Colleague Code of Conduct – sets out the principles and standards that are expected of all colleagues
regardless of where they work.
•
Group Diversity, Equity and Inclusion (DE&I) Policy – sets out our commitment to encouraging
diversity, equity and inclusion among our workforce, our partners and across the communities in which
we serve, eliminating unlawful discrimination.
•
Global Safety Policy – describes our commitment to managing safety across our global operations
and sets out our Global Safety Standard and responsibilities.
•
Speak Up Policy
•
Data Privacy Strategy – For each of our markets in the UK and European Union we have Data Retention
and Privacy Policies in accordance with the EU General Data Protection Regulation 2016 (GDPR).
•
Our people and culture – page 24
•
Non-financial KPIs – page 27
•
Stakeholder engagement – pages 49-59
•
Risk management and principal risks
– pages 68-69
•
Corporate Governance Report
– pages 83-109 and 118-148
•
Directors’ Report – pages 149-152
•
Sustainability Report – SSP website
Social Matters
•
Community Engagement Policy – sets out our intent to make the communities in which we work
better places to live and do business, and to support local communities for their mutual benefit.
•
Data Privacy Strategy
•
Supplier Code of Conduct
•
Strategy – pages 18-23
•
Stakeholder engagement – pages 49-59
•
Sustainability Report – SSP website
Respect for
human rights
•
Human Rights Policy – sets out our minimum global standards for protecting human rights.
•
DE&I Policy
•
Supplier Code of Conduct
•
Speak Up Policy
•
Modern Slavery Statement – sets out the steps we have taken to prevent modern slavery
in our business and supply chains.
•
Strategy – pages 18-23
•
Corporate Governance Report
– pages 83-117
•
Sustainability Report – SSP website
Anti-corruption
and anti-bribery
and prevention of
facilitation of tax
evasion matters
•
Anti-Bribery and Anti-Corruption Policy – sets out our policy against bribery and other corrupt
practices and the standards and procedures required to ensure compliance with the policy
and all relevant laws in the countries in which the Group conducts business.
•
Colleague Code of Conduct
•
Speak Up Policy
•
Prevention of the Criminal Facilitation of Tax Evasion Policy – sets out our policy against tax evasion
and the procedures required for policy and legal compliance.
•
Suppliers – page 57
•
Risk management and principal risks
– pages 68-79
•
Corporate Governance Report: culture
– pages 94-95
•
Audit Committee Report – pages 110-117
Description of principal risks
and impact of business activity
•
Risk Management – pages 68-72
•
Principal risks – pages 73-79
•
Business model – pages 16-17
Description of our business model
and non-financial KPIs
•
Business model – pages 16-17
•
Strategy –pages 18-31
•
KPIs – pages 32-33
Climate-related financial disclosures
•
Our net-zero transition and climate
risk management – pages 60-67
•
Governance framework – page 88
•
Sustainability Report – SSP website
In accordance with the requirements of
section 414CA and 414CB of the Companies
Act 2006, the table opposite sets out where
stakeholders can find information relating
to non-financial and sustainability matters.
Our Sustainability Report provides further
disclosure on environmental and social matters,
including, for example, safeguarding human rights
in our operations and supply chain on page 49.
See our Sustainability Data Book for all our
yearly data performance, reporting boundaries,
scope and definitions, as well as a description
of key policies.
Further information, including links to our key
policies, can also be found on our website at
www.foodtravelexperts.com.
The Strategic Report, as set out on pages 6-81
has been approved by the Board and signed
on its behalf by:
Fiona Scattergood
Group General Counsel and Company Secretary
3 December 2025
Corporate governance Financial statements
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81 SSP Group plcAnnual Report 2025
Our corporate governance framework
ensures transparency, accountability,
and ethical conduct across all levels of
our organisation. In this report, we set
out how our governance practices
support sustainable value creation
and drive long-term performance.
Nomination Committee
The Nomination Committee drives
Board composition and succession
planning to ensure strong and
diverse leadership.
Audit Committee
The Audit Committee ensures the integrity
of financial reporting and oversees our
internal controls framework to safeguard
our growth.
Remuneration Committee
The Remuneration Committee
aligns executive compensation with
performance and strategy to drive
long-term success.
83 Letter from the Chair
84 Governance at a glance
86 Board of Directors
88 Governance framework
89 Division of responsibilities
90 How the Board operates
91 Board activities in the year
92 Interacting with our stakeholders
93 A message from our ENED
94 How the Board monitors
and assesses culture
96 Board decision-making in action
97 Compliance with the UK
Corporate Governance Code
100 Nomination Committee Report
110 Audit Committee Report
118 Remuneration Committee Report
149 Directors’ Report
153 Directors’ responsibility statement
Gornce
pt
Read more on pages 110-117.
Read more on pages 100-109.
Read more on pages 118-151.
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82 SSP Group plcAnnual Report 2025
Dear Shareholder,
I am pleased to present this year’s Governance
Report, outlining the Board’s activities, oversight
and priorities during FY25. As announced,
I will be stepping down from the Board at the
forthcoming AGM. Serving as Chair during a
period of significant change has been a privilege,
and I am proud of what we have achieved
together. Our commitment to strong governance
has been central to our agenda: maintaining
effective internal controls, embedding risk
management across the organisation and
providing robust and constructive challenge
to support effective decision-making.
Building on this foundation, we have strengthened
our governance framework, fostered a culture
rooted in integrity and accountability and put in
place the right structures and oversight needed
to drive financial performance.
Risk management is a core pillar of this governance
framework. In the past year, we’ve continued to
evolve our approach, embedding risk awareness
across the organisation and strengthening our
internal control environment. We established
an in-house internal audit team, providing
deeper organisational insight and effective
and efficient support for both management
and our Audit Committee in developing and
strengthening our controls across the business.
Safety is an integral part of this risk agenda,
and I am pleased to introduce our first externally
reported safety KPI in this year’s report, reflecting
the progress we have made in embedding safety
standards across our operations. You can read
more about our approach to risk management
on pages 68-72.
Sustainability is now a cornerstone of our
governance approach. Since setting our targets in
2021, we have made sustainability part of everyday
decision-making, embedding sustainable practices
across our markets and building robust
frameworks to measure progress. Our focus goes
beyond compliance; it is about building long-term
resilience, fostering innovation and ensuring we
remain competitive in a world where environmental
and social considerations increasingly shape
expectations. You can read more about our
progress in our Sustainability Report.
This year, we strengthened the Board with the
appointments of Geert Verellen as Group CFO
and Karina Deacon as Non-Executive Director.
Both bring deep financial experience enhancing
our focus on performance and controls and, with
their significant experiences in North America
and Europe, broaden the regional diversity of
the Board. On behalf of the Board, I would like
to thank Jonathan Davies, who retires at the
end of the year, for his 20 years of dedicated
service. We are now seeking to appoint a new
Non-Executive Director with significant industry
knowledge and relevant operational experience
to further enhance the Board’s expertise. The
Nomination Committee oversaw these Board
changes and its report on pages 100-109 provides
further detail on its activities in the year, including
its continued focus on succession planning,
diversity and Board effectiveness.
Embedding a high-performance culture
continues to be a priority. This year, we undertook
a comprehensive review into what defines SSP
when we’re at our best and the common attributes
found amongst our most successful teams.
This was shaped by extensive engagement
with colleagues across our markets and resulted
in the introduction of our ‘Recipe for Success’
bringing together our updated company values
and leadership behaviours to drive our strategic
ambitions and foster a high-performance
environment.
We remained dedicated to our commitment to
transparency and accountability, maintaining a
strong and proactive programme of engagement
with our stakeholders, listening closely to their
views and ensuring the decisions we make are
in the long-term interests of all our shareholders.
Further details on our stakeholder engagement
and how their views informed our decisions can
be found on pages 49-59 and page 96.
As part of our commitment to strong governance,
the Audit Committee completed a formal audit
tender process and, following a rigorous review,
the Board approved the appointment of Grant
Thornton UK LLP as the Group’s new external
auditor, subject to shareholder approval at the
2026 AGM. More information on the activities
of the Audit Committee this year can be found
on pages 110-117.
As I step down, I want to express my sincere
thanks to my fellow Board members for their
dedication and insight, and to all of our
stakeholders, for their support and engagement
throughout my tenure. The groundwork we have
laid together means the organisation is well
positioned for the incoming Chair to lead the
Board in delivering our ambitions.
Mike Clasper
Chair
3 December 2025
Letter from the Chair
“We have strengthened
our governance framework,
fostered a culture rooted in
integrity and accountability
and put in place the right
structures and oversight
needed to drive financial
performance.”
Mike Clasper
Chair
Corporate governance Financial statementsStrategic reportOverview
83 SSP Group plcAnnual Report 2025
Governance at a glance
How SSP’s governance supported
strategic delivery
The Board believes that good governance is key to
driving our performance and to delivering long-term
sustainable success for the Company and for our
stakeholders. This Corporate Governance Report
(which forms part of the Directors’ Report) details
the Board’s approach to corporate governance and
provides an overview of the activity of the Board
and its committees this year.
Our highlights in FY25
•
Delivered the successful IPO of TFS on the
Indian Stock Markets, unlocking shareholder
value and enhancing regional presence.
•
Undertook a comprehensive audit tender,
resulting in the appointment of a new
external auditor for FY26.
•
Appointed Geert Verellen as Group CFO,
bringing global experience and strong
financial credentials to drive performance
and maximise shareholder value.
•
Guided a focused cost efficiency
programme, driving improved performance
through a tighter operating model.
•
Ensured strong cost and cash discipline
through active oversight, enabling
post-year-end buyback consistent with
our capital allocation strategy.
Our priorities for FY26
•
Complete a successful search for new Chair
and NED.
•
Support the role of the newly formed
‘Focus 26’ Review Committee, as it looks to
provide oversight, support and challenge to
the delivery of the FY26 performance plan.
•
Oversee the delivery of the medium-term
financial and strategic plan, ensuring
performance is delivered against our targets
and aligned with shareholder expectations.
•
Support management in executing the
Focus 26 plans, with clear governance
around accountability, performance
tracking and decision-making.
•
Continue to strengthen governance of risk,
controls and leadership development,
embedding a culture of safety, compliance
and high performance across the Group.
How the Board spent its time
in FY25
Our strategic and risk based planning of the
Board’s forward agenda ensures that, as a
Board, we can dedicate our time to the matters
most important to our long-term success and
that appropriate balance is given to strategic,
operational, financial and governance matters.
We build flexibility into the agenda to enable us
to consider important topics in a timely manner.
This year has seen increased focus on the
drivers of our performance.
Meeting attendance
Director
Date appointed
as Director
Number of
meetings
attended
Mike Clasper 1 November 2019 10/10
Patrick Coveney 31 March 2022 10/10
Geert Verellen
1
9 June 2025 4/4
Carolyn Bradley 1 October 2018 10/10
Tim Lodge 1 October 2020 10/10
Judy Vezmar 1 August 2020 10/10
Apurvi Sheth 1 January 2022 10/10
Karina Deacon
2
1 January 2025 7/7
Jonathan Davies
3
16 June 2014 10/10
Kelly Kuhn
4
1 January 2022 3/3
1 Appointed to the Board on 9 June 2025.
2 Appointed to the Board on 1 January 2025.
3 Retired from the Board on 30 September 2025.
4 Retired from the Board on 28 January 2025.
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84 SSP Group plcAnnual Report 2025
Our Board at a glance
Skills and experience
The table below sets out the skills we consider
essential to deliver SSP’s strategy.
This year, we reviewed and updated our skills
framework to ensure it continues to reflect the
capabilities required to meet both current and
future business needs. This structured
approach, overseen annually by the Nomination
Committee, ensures the Board maintains the
right balance of proven experience and
strategic insight.
Experience
Number of
Board
members
with relevant
experience
Finance 4/8
Shareholder Returns/
Corporate Finance 6/8
Consumer/retail 8/8
Food and beverage 5/8
Airport and Rail Operations/
Concessions 1/8
Organisational Design
and Culture 5/8
Governance Risk & Controls 5/8
Digital Enablement/
Data Management 3/8
Environmental and Social Impact 2/8
Diversity
We recognise the importance and value of
diversity, including diversity of experience,
gender, ethnicity, age, sexual orientation,
disability and educational, professional or
socio-economic backgrounds and believe this
is crucial, not only in the business generally,
but also with respect to the composition of
the Board in driving good decision-making.
The charts below show the composition
of the Board as at the date of this report,
following the retirement of Jonathan Davies.
As at 30 September 2025, and as at the
date of this report, our Board fully complies
with the specified diversity targets under
UK Listing Rule 6.6.6R(9).
Independence
The independence of our Non-Executive
Directors is an important part of our governance
framework, bringing unique perspectives and
providing objective and constructive challenge.
The Board regularly reviews the independence
of each Non-Executive Director to ensure
continued alignment with the UK Corporate
Governance Code.
The Chair was considered independent on
appointment in accordance with Provision 10
of the Code and all Non-Executive Directors
standing for reappointment at the 2026 AGM
are considered by the Board to be independent.
Gender diversity on Board
1
Gender diversity in senior
Board positions
1
Ethnic diversity
1
Nationality
1
Men 50%
Women 50%
Men 3
Women 1
White 7
Indian 1
British 3
American 1
Belgian 1
Danish 1
Irish 1
Singaporean 1
2
Executive
Directors
5
Independent
Non-Executive
Directors
1
Chair (independent
on appointment)
More information on our Directors can be found
on pages 92-93 and the review of skills on page 112.
More information on the Board’s approach to diversity
and inclusion can be found on pages 107-108.
More information on our governance framework and
division of responsibilities can be found on pages 88-89.
1 Composition of the Board as at the date of this report,
following the retirement of Jonathan Davies.
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85 SSP Group plcAnnual Report 2025
Board of Directors
Our Board brings a diverse range
of experience, skills and background
to the Group’s decision-making.
All Board members have considerable
leadership experience at global
businesses and institutions.
Our Board members’ biographies
demonstrate the contribution each
Director makes to the Board and the
continued development and delivery
of our strategic priorities.
Patrick Coveney
Group CEO
Nationality: Irish
Date of appointment:
31 March 2022
Mike Clasper CBE
Chair
Nationality: British
Date of Appointment:
1 November 2019 as a
Non-Executive Director
and 26 February 2020
as Chair
Geert Verellen
Group CFO
Nationality: Belgian
Date of appointment:
9 June 2025
Key skills and contribution
Mike is a highly capable industry leader with
deep expertise in the airport and aviation
services sectors. As Chair, he leads the
Board with a keen focus on performance
delivery, governance excellence and the
safety of our colleagues and customers.
His robust and constructive challenge
ensures that Board discussions are
focused, strategic and outcome-driven.
With a CBE for services to the environment,
sustainability remains a priority for Mike
and is a matter he sees as the responsibility
of the full Board. Over the year, he has
provided clear leadership through a
period of heightened performance focus,
championing governance improvements
and evolution of the safety agenda, and
strengthening risk oversight across
the Group.
External appointments
Chair of Bioss International Ltd, Trustee
of Heart Cells Foundation, Advisory Board
member for Arora International and member
of The Vice Chancellor’s Circle at the
University of Sunderland.
Previous experience
Mike was formerly CEO at BAA plc,
Operational Managing Director at Terra
Firma Capital Partners Limited, and held
various senior management roles at Procter
& Gamble. He was also formerly the Chair
of Coats Group plc, HM Revenue & Customs
and Which? Limited, and Senior Independent
Director of Serco Group plc and ITV plc.
Key skills and contribution
Patrick is a strong and strategic leader with
extensive industry knowledge. He spent
14 years as CEO at leading convenience food
producer Greencore Group plc, as well as
holding non-executive positions at various
food and beverage companies. Through his
executive career, Patrick has demonstrated
a strong track record of driving performance
and delivering sustainable returns,
underpinned by disciplined execution and
long-term growth. Patrick’s combination
of strong communication skills, business
acumen and deep understanding of
stakeholder priorities have helped establish
a strong foundation for performance
delivery and value creation. His external
non-executive role augments his strong
board-level experience and brings fresh
external insights to board discussions.
External appointments
Non-Executive Director of OFI Group Limited.
Previous experience
Patrick spent 14 years as Group CEO of
Greencore Group plc, having joined in 2005
as CFO. Prior to this, he spent nine years
at McKinsey & Company in Europe and
North America, latterly as Managing
Partner for Ireland. Patrick was previously
Non-Executive Director at Glanbia plc,
Chair of Core Media and President of the
Institute of Grocers and Distributors, as
well as spending four years as the Chair of
the Commercial Board for Munster Rugby.
Key skills and contribution
Geert brings extensive financial and
operational expertise gained across
international consumer, food, and retailing
businesses. Geert has a background of
strengthening risk management processes
and enhancing capital allocation discipline,
particularly in high-growth and complex
environments. His collaborative approach
and analytical rigour support effective
governance and performance monitoring,
while his experience in diverse sectors adds
valuable perspective to Board discussions.
Geert will play a pivotal role in shaping SSP’s
financial strategy and operational resilience.
External appointments
N/A
Previous experience
Before joining SSP, Geert held the role
of CFO at Maple Leaf Foods, a Toronto
Stock Exchange listed multinational food
manufacturing company. Prior to that, he
served as Regional CFO for Canada, Japan
& India at Walmart Inc, and he held multiple
senior finance roles at Delhaize Group, a
listed Belgian retailer. He started his career
as an auditor at PwC.
Key skills and contribution
Carolyn’s extensive experience in executive
and non-executive marketing and retail
roles brings a strong consumer emphasis
to the Board. Over the year, she has
maintained a clear focus on ensuring our
remuneration policy aligns with high quality
performance and strategic delivery
through her role as Remuneration
Committee Chair. As Senior Independent
Director, Carolyn supports the Chair,
particularly on Board composition and
effectiveness. Carolyn also plays an active
role in shareholder engagement, helping
ensure that investor views are considered
in Board decision-making. In the event that
the Company has not identified a new chair
by the 2026 AGM, Carolyn will step in as
interim Chair.
External appointments
Chair of Road Dahl’s Marvellous Children’s
Charity and Non-Executive Director at the
Mentoring Foundation.
Previous experience
Carolyn spent over 25 years at Tesco,
in various operating, commercial and
marketing roles. She formerly served
as Chair of TheWorks.co.uk plc, Senior
Independent Director at Marston’s plc and
Non-Executive Director at Majid Al Futtaim
Retail LLC, Legal & General Group plc and
B&M European Value Retail S.A., She was
also Trustee and Deputy Chair at Cancer
Research UK and an Advisory Board member
of Cambridge Judge Business School.
Carolyn Bradley
Senior Independent
Non-Executive Director
(SID)
Nationality: British
Date of appointment:
1 October 2018 as a
Non-Executive Director
and 21 February 2019
as SID
A
Audit Committee
R
Remuneration Committee
N
Nomination Committee
Chair
NRAN
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86 SSP Group plcAnnual Report 2025
Board of Directors continued
Jonathan Davies
Deputy Group CEO
Nationality: British
Role on the Board:
Group CFO from 2004
until 7 June 2025 and
Deputy Group CEO
from September 2021
Retired from
the Board on
30 September 2025
Key skills and contribution
Tim is an experienced former public
company CFO with a strong financial,
accounting and audit committee
background. He has significant international
commercial experience in businesses with
complex global operations and supply
chains in the food and beverage sector.
Tim’s recent and relevant financial
knowledge and experience along with his
considerable insight on risk, controls and
business transformation projects position
him well to promote our strategic and
financial resilience and to guide our
compliance with the control requirements
of the new Corporate Governance Code.
External appointments
Non-Executive Director and Chair of the
Audit Committee of Serco Group plc and
Howden Joinery Group Plc. Tim is also Senior
Independent Director at Arco Limited,
Director of An African Canvas (UK) Limited
and Trustee of Gambia School Support.
Previous experience
Tim spent 26 years at Tate & Lyle plc in
various finance roles, including six years
as CFO. He subsequently held CFO roles
with the COFCO International group. Tim
has also been a Non-Executive Director and
Audit Committee Chair at Aryzta AG and
Chair of the Management Committee of
The Worshipful Company of Cordwainers.
Key skills and contribution
Judy has extensive knowledge of running
complex international businesses, bringing
significant expertise to the Board in the field
of data and analytics, which in turn supports
the Board in its continued investment in
technology, automation and efficiency.
Judy’s strong people focus is the foundation
for her role as Designated Non-Executive
Director for Workforce Engagement, where
she supports the Board in promoting the
employee voice in the boardroom and
cascading the Company’s culture from
the Board throughout the business.
External appointments
Founding investor and advisor to Gypsy
Bean Coffee Roasters in the USA.
Previous experience
Judy was previously CEO of LexisNexis
International. Prior to that, she held several
executive leadership roles within the Xerox
Corporation in the USA and Europe. Judy
has also been a Non-Executive Director of
Rightmove plc, serving on its Nomination,
Audit and Remuneration Committees and
Non-Executive Director and Remuneration
Committee Chair of Ascential plc.
Key skills and contribution
Apurvi has extensive executive experience
spanning more than 30 years across
international food and beverage companies.
Having spent the majority of her career in
India and Southeast Asia, she has strong
knowledge of the region and emerging
markets where she has broad M&A
experience, providing great insight as we
integrate our recently acquired businesses.
Apurvi’s breadth of executive experience,
born out of her accounting and commerce
background, and focus on innovation and
value creation complement the Board’s
existing skills and experience as it looks
to drive performance and margin across
the business. Apurvi has a Marketing
Specialism in her MBA and is also passionate
about the DE&I agenda. She is a leader of
Women’s forums and a trainer in a local
talent organisation.
External appointments
Non-Executive Director and member
of the Audit Committee at Intertek plc.
Previous experience
Apurvi spent 13 years in various roles at
Diageo plc including Managing Director,
Southeast Asia. She has also served as
Marketing Director, APAC at PepsiCo
International, Marketing Director of India
at Coca-Cola and held various roles at
Nestle SA. Apurvi previously served as
a Non-Executive Director of Heineken
Malaysia BHD.
Key skills and contribution
Karina is an experienced leader with a
strong financial background and significant
experience in travel and services industries
aligned with SSP’s markets. Having worked
in leadership roles within complex,
international companies, Karina brings
valuable industry experience across
numerous areas including finance, business
transformation, capital markets, M&A,
strategy planning and risk management.
She also brings additional breadth and
diversity to the Board as it focuses on
performance and delivery of SSP’s
strategic priorities.
External appointments
Non-Executive Director and Chair of the
Audit Committee at VELUX A/S, Norwegian
Air Shuttle ASA and Weibel Scientific A/S.
Karina was appointed NED and Chair of the
Finance & Risk Committee at Whiteaway
Group A/S in October 2025 and is also a
Faculty Member of Copenhagen Business
School’s Executive Board Education.
Previous experience
Having started her career as an auditor with
PricewaterhouseCoopers, Karina held
various management positions at large,
Danish-listed companies, spending 13 years
with the facility management company ISS
A/S, four years as Group CFO of the cleaning
equipment manufacturer Nilfisk A/S, as
well as four years as Group CFO of Saxo
Bank A/S. Karina was also Group CFO of the
shipping and logistics company DFDS A/S.
Jonathan has made an outstanding
contribution to SSP throughout more than
two decades of service. Appointed Group
CFO in 2004, he held this position until
June 2025. In September 2021, he assumed
the additional role of Deputy Group CEO,
a position he continues to hold following
his retirement from the Board on
30 September 2025.
With three decades of experience in retail
and FMCG, Jonathan brought extensive
financial, strategic and commercial
expertise to SSP. His deep knowledge of
the business has been complemented by
external non-executive experience and a
strong understanding of capital markets,
enabling him to provide clear and effective
oversight across financial, operational and
strategic matters.
During his tenure, Jonathan played a central
role in shaping SSP’s financial strategy,
geographic expansion and in driving
operational efficiency. His leadership was
instrumental in guiding the Group through
periods of significant change, notably the
Group’s IPO in 2014, and effectively managing
the business during the unprecedented
challenges posed by the Covid-19 pandemic.
Following his retirement from the Board,
Jonathan continues as Deputy CEO until the
end of December 2025, where his focus has
been supporting our Indian JV, TFS in its
first year as a listed company in India, and
providing continued transition support
to Geert Verellen.
Tim Lodge
Independent
Non-Executive
Director
Nationality: British
Date of appointment:
1 October 2020
Judy Vezmar
Independent
Non-Executive
Director, Designated
NED for Workforce
Engagement
Nationality: American
Date of appointment:
1 August 2020
Karina Deacon
Independent
Non-Executive
Director
Nationality: Danish
Date of appointment:
1 January 2025
Apurvi Sheth
Independent
Non-Executive
Director
Nationality:
Singaporean
Date of appointment:
1 January 2022
N N N NR R RA A A
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Governance framework
Board of Directors
The role of the Board is to promote our long-term success by setting a clear purpose and strategy for delivering long-term sustainable value for our stakeholders.
It sets the governance and culture of the Group and has ultimate responsibility for its management, direction and performance.
•
Determines our strategic development, oversees the implementation
of the strategy and monitors performance against its delivery.
•
Establishes and promotes our purpose, values and strategy.
•
Monitors our culture and ensures that workforce policies and practices
are consistent with our values.
•
Ensures we understand and meet our obligations to our stakeholders.
•
Maintains our risk management and internal control systems, including
oversight of cyber risk and approval of cyber security procedures.
•
Sets our Sustainability Strategy and monitors performance against targets.
Board Committees
To maximise its effectiveness and ensure sufficient time and attention can be devoted to all key matters, the Board delegates certain responsibilities to three main Committees,
each comprised of independent directors. The Committees reports back to the Board at each meeting on their discussions, decisions and recommendations.
Group Executive Committee
Matters not specifically reserved to the Board and its Committees under their terms of reference, or for shareholders in general meetings, are delegated to the Group CEO, who is supported by the Group Executive Committee.
Led by the Group CEO, the Group Executive Committee comprises our regional CEOs and functional leaders, bringing together deep operational insight and subject matter expertise from across the business.
This collective leadership ensures that day-to-day management decisions are informed by both strategic priorities and local market realities. The Committee plays a critical role in driving execution,
fostering cross-functional collaboration, and maintaining alignment with the Group’s overall strategy. The Group CEO reports back to the Board on the Committee’s activities, ensuring transparency and accountability.
•
Ensures all Board decisions, including the Group strategy, are implemented effectively.
•
Identifies and executes strategic opportunities.
•
Regularly reviews our operational performance and strategic direction.
Operational Committees
Nomination Committee
•
Reviews the Board’s structure, size and composition.
•
Leads the search and selection process for new directors
and succession planning.
•
Monitors diversity and inclusion.
•
Evaluates the effectiveness of the Board.
Audit Committee
•
Monitors the integrity of financial reporting.
•
Reviews and advises on internal controls and risk management systems.
•
Oversees external and internal audit function.
Remuneration Committee
•
Sets the Executive Remuneration Policy.
•
Ensures the policy aligns with strategy and culture.
•
Reviews workforce remuneration policies.
Group and Regional Risk Committees
•
Reviews and advises on the risk and
control environment.
•
Ensures operation of a robust and effective
risk management and assurance framework.
Group Investment Committee
•
Oversees SSP’s investment objectives.
•
Manages and implements SSP’s investment policies.
•
Conducts post-investment reviews.
Disclosure Committee
•
Oversees compliance with disclosure obligations
under the UK Market Abuse Regulation.
•
Maintains procedures for managing and disclosing
market sensitive information announcements.
Group Safety Committee
•
Oversees delivery of the Group’s Safety Policy
and framework.
Controls Steering Committee
•
Oversees compliance with the new Material
Controls regime
Cyber Security Committee
•
Oversees delivery of the Cyber Security Strategy.
•
Considers cyber security risks, threats and
resilience measures.
Sustainability Steering Committee
•
Oversees delivery of the Group’s Sustainability
Strategy and targets.
•
Considers sustainability impacts, risks
and opportunities.
Non-Financial Reporting Steering Committee
•
Oversees non-financial reporting requirements and
regulations and alignment with TCFD recommendations.
•
Considers the impact of climate-related risks
and opportunities.
Data Privacy Steering Committee
•
Considers data privacy risks and opportunities across
the Group.
•
Oversees compliance with data protection regulations
and privacy obligations.
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Division of responsibilities
Chair
•
Guides the Board in shaping strategy,
ensuring alignment with our purpose.
•
Sets the Board agenda, in
consultation with the Executive
Directors and Group General
Counsel & Company Secretary,
which is focused on strategy,
performance, value creation, culture,
stakeholders and accountability,
and ensuring that issues relevant to
these areas are reserved for Board
decision-making.
•
Promotes a culture of openness and
debate and fosters relationships
based on trust, mutual respect and
open communication.
•
Ensures that the views of all
stakeholders are understood and
considered appropriately in Board
discussion and decision-making.
Group CEO
•
Leads the Group Executive Committee in the day-to-day management of the
Group, to pursue our commercial objectives and to develop, execute and deliver
our strategy and to drive performance.
•
Sets an example to our colleagues, communicating to them the expectations
of our culture, and ensuring that operational policies and practices drive
appropriate behaviour.
•
Facilitates effective communication between the Board and the Group
Executive Committee, and ensures significant operational and market matters
are communicated to the Non-Executive Directors on a timely basis.
•
Oversees our relationships with all stakeholders, including customers, clients,
brand partners, joint venture partners, suppliers and the communities in which
we operate.
General Counsel & Company Secretary
•
Ensures the Directors have access to the information needed to perform their roles.
•
Advises and keeps the Board updated on legal and corporate governance matters, including the UK Corporate Governance Code and Listing and Transparency Rules.
•
Ensures compliance with Board procedures and provides support to the Chair, including coordinating Board performance evaluations and inductions for new directors.
•
Oversees the Group’s legal, risk & compliance and company secretarial functions.
Senior Independent Director (SID)
•
Provides a sounding board for the
Chair, and supports delivery of the
Chair’s objectives.
•
Serves as an intermediary between
the Chair and the rest of the Board
and, as necessary, the shareholders.
This includes attending meetings
with shareholders where necessary
in order to obtain a balanced
understanding of the issues
and concerns.
•
Leads the appraisal of the
Chair’s performance with the
Non-Executive Directors.
•
Supports the Chair in the review
of Board Effectiveness.
Non-Executive Directors
•
Provide independent oversight and
constructive challenge to the Group
Executive Committee and senior
management team.
•
Help to develop proposals on
strategy, scrutinising performance
against agreed goals and objectives.
•
Monitor the delivery of strategy by
the Executive Committee within the
risk and control framework set by
the Board.
•
Satisfy themselves that internal
controls and external audit
processes are robust.
•
Act as role models for our desired
culture and oversee our approach
to Diversity, Equity and Inclusion.
•
Serve on Board Committees.
Group CFO
•
Works with the Group CEO to develop, implement and achieve the Group’s
strategic objectives.
•
Oversees delivery of Group performance and manages the Group’s financial
affairs, treasury and tax functions.
•
Oversees capital expenditure proposals in line with the agreed approval criteria.
•
Works with the Group CEO to develop the annual budget, business plans and
commercial objectives for approval by the Board.
•
With the Group CEO and investor relations team, oversees the Group’s
relationships and interactions with shareholders, lenders and other stakeholders
•
With the Group General Counsel & Company Secretary, oversees the Group’s risk
and controls framework.
Non-Executive Directors
Executive Directors
Group General Counsel & Company Secretary
Designated Non-Executive Director
for workforce engagement (ENED)
•
Facilitates communication between
the Board, Group Executive
Committee and colleagues.
•
Supports the Board in their
understanding of the perspectives,
concerns and needs of our
colleagues so that they can be
considered in decision-making.
•
Undertakes a key role in succession
planning for the Board, together with
the Board Committees, Chair and
Non-Executive Directors.
The roles of Chair, Senior Independent
Director and Group CEO are held
by separate individuals with clearly
defined responsibilities, set out
in writing and regularly reviewed
by the Board.
The Division of Responsibilities can be found
on our website at www.foodtravelexperts.com
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How the Board operates
Role of the Board
The Board promotes the long-term sustainable
success of the Company. It is responsible for
determining our purpose and strategy, and
ensuring we have the right culture to deliver
our objectives.
To ensure the Board maintains oversight of
the areas material to the delivery of our strategy
and purpose, the Board has a schedule of matters
reserved for its decision and formal terms of
reference for its Committees. These are reviewed
annually and are available to view on our website
at www.foodtravelexperts.com.
The Board delegates management of the Group’s
day-to-day activities to the Group CEO who is
supported by the Group Executive Committee.
Consisting of regional CEOs and functional
directors, the Group Executive Committee
meets monthly, bringing together operational
and strategic leadership from across the business.
Beneath this, operational committees and steering
groups oversee delivery of relevant strategies
and report to the Group Executive Committee and
the Board on risks, opportunities and progress.
This structure of committees allows our
internal experts to undertake deep and detailed
assessment of issues that may affect the delivery
of the Board’s goals and objectives. This approach
is in line with the policies set by the Board and is
governed by our Governance Framework, which
maps where accountability resides.
Board and Committee meetings
The Board maintains a comprehensive schedule
of meetings with an annually approved forward
agenda, set to ensure appropriate balance is given
to strategic, performance, operational, financial
and governance matters.
At each Board meeting, the Board receives:
•
an update from the CEO, covering key
developments, challenges and proposed
priorities for the upcoming period;
•
an update from the CFO, providing insight
into financial performance, forecasts and
capital management;
•
a safety update with incident data and trends;
•
an investor relations update, covering market
sentiment and shareholder engagement;
•
performance updates from senior management,
including regional CEOs, throughout the year;
•
updates on areas of strategic importance, such
as our technology, sustainability and people
strategies, with consideration of associated
risks and opportunities;
•
deep dive sessions on key focus areas,
supported by internal and external experts;
•
governance, legal and regulatory updates,
including compliance reports;
•
standalone risk reviews, including emerging
risks and mitigation strategies;
•
stakeholder engagement insights, covering
colleagues, customers, joint venture partners,
brand partners and clients; and
•
wherever practicable, food tastings
of unit menus.
To ensure Directors remain informed of key
developments throughout the year, the Board
also receives a monthly update covering financial
performance, business developments, safety,
sustainability progress and colleague KPIs.
Committee meetings are held in advance of
Board meetings, providing time for in-depth
consideration of matters by the independent
Directors with the relevant skills and experience
to be a member. This supports and facilitates an
effective discussion at Board meetings, where the
Committee Chairs provide an update to the Board
on their discussions, highlighting key issues for the
Board’s attention and making recommendations
to the Board on matters requiring its approval.
The Board also holds an annual strategy day,
attended by the Board and relevant members
of the Group Executive Committee.
Enhanced focus on regional performance
To enhance the Board’s understanding of
performance across our global operations
and address areas requiring sharper focus,
we introduced enhanced regional performance
sessions during the year. These deep dive sessions
took place for each of our four reporting regions
and provided a more detailed examination of
financial performance, strategic priorities and
operational challenges. Led by regional CEOs and
CFOs, supported by senior leadership and internal
subject matter experts, the sessions enabled the
Board to explore market-specific dynamics and
gain a more granular view of performance levers
and trends, risks and opportunities. This deeper
level of insight strengthened the Board’s oversight
of performance and supported more informed
decision-making aligned with our strategic goals.
A broader experience
The Board maintains a programme of activities
beyond formal meetings to deepen its
understanding of the business and strengthen
Board dynamics.
The Chair and Non-Executive Directors engage
regularly with senior leadership through formal
meetings, training sessions and informal gatherings.
These interactions provide opportunities to
observe operations first-hand and engage with
colleagues across the business.
The Board also conducts an international site visit
at least once a year, providing an opportunity to
meet with senior leadership in a specific region and
gain direct insight into local operations. In 2025,
the visit took place in Tampa, Florida, where the
Board engaged with the North America CEO and
senior leadership team to discuss performance,
governance and strategy in the region. During this
visit, the Board also met with customers, clients
and joint venture partners.
To support independent dialogue, meetings
among the Non-Executive Directors – both
with and without the Chair and the Group CEO
– are scheduled as part of the Board’s annual
programme. These sessions are led by the Senior
Independent Director and contribute to effective
governance and balanced decision-making.
In addition, the Chair and Non-Executive Directors
attend informal dinners with the Group CEO and
Group CFO and the Group General Counsel and
Company Secretary. These gatherings foster
stronger working relationships and encourage
open discussion in a relaxed setting.
Conflicts of interest
Directors are required to disclose any actual
or potential conflict impacting themselves or any
person closely associated with them as it arises
for consideration, and if appropriate, for approval
by the Board. If a conflict arises, the Director will
absent themselves from any discussion or decision
relating to the conflict. Directors are required to
declare any interest or potential interest at the
outset of each Board and Committee meeting.
Conflicts of interest, or situations of interests
that could potentially give rise to a conflict, are
recorded and reviewed by the Board annually.
None of the Non-Executive Directors who served
during the year had any material business or other
relationship with the Group, and there were no
other matters likely to affect their independence
of character and judgement.
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Board activities in the year
Performance
•
Reviewed performance,
assessed the Group
prospects over the
medium term and agreed
the budget for the 2026
financial year.
•
Undertook performance
deep dives for each region
and other strategic matters.
•
Implemented a cost
efficiency programme,
setting up a new global
operating model for FY26.
•
Reviewed and, on the
recommendation of the
Audit Committee, approved
the half and full-year results
announcements, Annual
Report and Accounts.
•
Considered the Group’s
capital returns strategy,
approved an interim
dividend and recommended
payment of final dividend
for the year.
Read about our financial performance on pages 26-48.
Strategy and operations
•
Considered the Group’s
strategic priorities and
approved the strategy for
the 2026 financial year.
•
Approved the listing and
oversaw the IPO of our Joint
Venture subsidiary, Travel
Food Services Limited.
•
Received updates on the
Group’s progress against
its strategy throughout
the 2025 financial year.
•
Received regular market
updates throughout
the year and reviewed
feedback from our
institutional investors.
Read more about our strategy on pages 18-23.
People, values and culture
•
Considered feedback
from Global Colleague
Engagement Survey and
from the designated NED
for Employee Engagement.
•
Approved updated Human
Rights Policy and Modern
Slavery Statement.
•
Continued focus on
embedding a strong
health and safety culture,
including overseeing the
development of global
minimum standards.
•
Considered whistleblowing
and health and safety
updates.
•
Assessed and monitored
culture to ensure alignment
with our purpose, values
and strategy and oversaw
the development of new
Group values.
Read about our people and culture on page 24 and 94-95.
Appointments and remuneration
•
Oversaw the recruitment
process for the new CFO and
approved the appointment
of Geert Verellen.
•
Approved the appointment
of Karina Deacon as
Non-Executive Director.
•
Oversaw the successful
induction of the new
Directors.
•
Reviewed NED fees
to ensure alignment with
time commitment.
•
Reappointed Apurvi Sheth
as NED for a second
three-year term.
•
Considered the
membership of the Group
Executive Committee
including appointment
of new members and
succession planning.
Read more about appointments on pages 103-104
and remuneration on 118-141.
Governance and sustainability
•
Conducted an internal
Board performance review
and monitored progress
against outcomes identified
in the prior year’s review.
•
Monitored progress
against sustainability
targets and approved new,
longer-term, targets.
•
Approved revised Supplier
Code of Conduct
•
Reviewed and approved
amended governance
documents including
matters reserved for the
Board, terms of reference
and our MAR governance
documents.
•
Received updates on legal,
governance and
sustainability matters
•
Reviewed conflicts
of interest.
Read more about our approach to sustainability
in our 2025 Sustainability Report.
Risk, compliance and controls
•
Undertook a robust tender
process for the external
auditor, recommending
the appointment of Grant
Thornton as auditor
for FY26.
•
Considered the outputs
of the regional risk reviews
and agreed the Group’s
principal risks and
risk appetite.
•
Considered plans for
compliance with the
controls regime under
the New Corporate
Governance Code.
•
Assessed the effectiveness
of the risk management
and internal controls
across the Group including
whistleblowing and
compliance processes and
the move to an in-house
Internal Audit function.
•
Evaluated the Group’s
approach to cyber security
•
Considered risk as part of
strategic agenda items.
Read more about risk on pages 68-78 and 110-117.
Associated risks
Geopolitical and
macroeconomic events
Information security
Competitive landscape
Health and safety
Food and allergen safety
Expansion into
new markets
Sustainability
Supply chain and product
cost inflation
Legal and regulatory
compliance
Realisation of returns
on capital invested
People
Availability of labour
and wage inflation
Stakeholders
Customers
Colleagues
Investors and lenders
Clients
Joint venture (JV) partners
Brand partners
Suppliers
Communities,
NGOs and society
Governments
and regulators
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Board visit to North America
Case study:
Interacting with our stakeholders
The Board has a well-established
programme of engaging with a wide
range of stakeholders who are key to
successfully delivering our strategy.
An overview of the Group’s key stakeholders and our
engagement with them can be found on pages 49-59.
Stakeholder updates, including insights on
investors, colleagues, brand partners, joint
venture partners, customers and clients, are
regularly presented, with specific contributions
from the Non-Executive Director responsible
for workforce engagement. Board meetings at
Group business locations are scheduled during
the year, to help all Board members gain a
deeper understanding of the business and
provide an opportunity to meet with local
management and stakeholders.
Shareholder engagement
The Board remains committed to maintaining
continuous, meaningful engagement with our
shareholders. Throughout the year, it received
updates from the Group CEO, Group CFO, Deputy
Group CEO and investor relations team regarding
key issues affecting shareholders, as well as
reports on engagement activity both undertaken
and planned.
The Chair seeks regular engagement with
shareholders and, along with the Non-Executive
Directors, is available to meet with major
shareholders as required. We’ve maintained
a proactive approach to seeking engagement
opportunities, ensuring that our shareholders’
views are heard and considered. Our Chair,
Senior Independent Director and Group CEO
hold one-to-one meetings with both existing and
prospective shareholders to foster open dialogue
and understanding. Our Remuneration Committee
Chair engages with major shareholders on
remuneration matters throughout the year.
Our AGM also provides a valuable forum for our
Board to engage with our shareholders in person.
At this year’s AGM, the Directors answered
questions from shareholders and were available
to speak to our shareholders more informally
following the meeting. The Board also encouraged
shareholders who were unable to attend our AGM
to submit questions in advance by email, ensuring
accessibility and inclusivity in our shareholder
engagement efforts. It will take the same
approach for the 2026 AGM.
The Board undertook a four-day visit to Tampa, Florida, for an in-depth review of our US operations
and strategic priorities. Directors participated in site visits at Tampa International Airport, where
they engaged directly with colleagues across terminals and attended safety briefings, gaining
valuable insight into operational practices and frontline experiences.
A key feature of the visit was the Board’s engagement with airport executives – our clients – through
panel discussions and informal networking sessions. These interactions provided the Board with
perspectives on market dynamics, client expectations, and the evolving competitive landscape.
The Board also met with a range of partners, further strengthening relationships that are central
to SSP’s business model in the region.
Throughout the trip, Directors received a series of presentations from the North American
leadership team, covering finance, strategy, operational performance, and integration of recent
acquisitions. These sessions enabled the Board to explore opportunities and challenges in the
US market, share perspectives on strategic direction, and ensure alignment on future priorities.
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Our Recipe for Success
A message from our ENED
This year, the People Experience & Culture team
brought my ENED listening into their wider Good
to Great Engagement strategy as it is one of five
key global activities that takes place to bring
forward our people’s voice. Listening has
undergone a new brand and is now known as
‘Your Voice Matters’ in the majority of our regions.
One of the other elements of the Good to Great
Engagement Strategy is focused on our ‘Heartbeat’
population which refers to the c.3000 managers we
have leading our units (and sometimes multi-units)
around the world. These colleagues are vital to
our success as a business and cast a large net of
influence across their teams.
Whenever I conduct sessions in regions, I always
try to include some focus on this population, as
well as hear directly from their teams. This year,
we covered the UK, US and Spanish markets to
understand how they found their experience
being a part of the SSP Group family. The personal
stories our colleagues share with me bring forth a
diverse range of experiences and viewpoints that
help us to understand the reality of the front-line
far better than before.
At the heart of it, we truly are a people business and
through my work as ENED, I hear that firsthand.
These sessions have impact and colleagues
routinely express their delight and appreciation
of the direct connection with our Board and
representation into the conversations. Every
comment is built into our broader global insights
that input into our decision-making and help us
measure the impact and penetration of initiatives.
They have also been a key source of data in the
Culture Assessment work undertaken this year.
Judy Vezmar
Designated Non-Executive Director
for Employee Engagement
Our values should guide our culture, ensuring that our behaviours and decisions serve the best
interests of our stakeholders, the environment and our business. During the year, we conducted
extensive research – including listening groups, surveys and interviews – to understand what
matters most to our people and identify opportunities to strengthen engagement. The Board played
an active role throughout, overseeing the plan and providing individual feedback during the research
phase. These insights have shaped how we articulate our values, ensuring they reflect the culture
we are building today and resonate with our colleagues across the world.
This project was delivered through a structured approach designed to move from insight to action.
During the year, we completed the first two phases. The initial phase, focused on comprehensive
data gathering and analysis. This included collecting existing research, and carrying out visits and
interviews with Restaurant & Store Managers and their teams around the world, alongside Board
and GEC interviews and pulse surveys to establish a clear baseline of our current cultural state
and future desire. Building on these insights, the second phase, concentrated on defining our global
values and behaviours, establishing clear performance metrics, and addressing barriers to high
performance. This stage involved extensive engagement with senior stakeholders to ensure
alignment across all levels of the organisation and with nominated Restaurant & Store Managers
from around the world to maintain authenticity to the frontline.
We have now begun rolling out our new global values and behaviours, with all regions having
committed to embedding these values in the new financial year. This work is supported by tailored
communications and tools, and will be reinforced through our people processes to help foster a
consistent, inclusive and high-performing culture across the Group.
A message from our
Designated Non-Executive Director
for Employee Engagement
On the Board, I have the additional role of
designated Non-Executive Director for Employee
Engagement (ENED), meeting, speaking with,
and most importantly, listening to people across
our business. The personal value I gain from
witnessing the team spirit, commitment and
sheer passion from our colleagues around
the world is immense.
This year we spent time
gathering valuable insights
and experiencing our
locations first hand with
colleagues in various
operations in Spain, the UK
and the US.
Our values
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How the Board monitors and assesses culture
Our culture remains the compass that
guides our behaviours, decision-making
and interaction with our stakeholders.
The Board is committed to nurturing a
high-performance culture that works consistently
across both global and local contexts, and this
year, we began a journey to define what high
performance means for SSP and how fostering
a sense of belonging will support this ambition.
Throughout the year, the Board took part in
research into high-performance and people
experience. This included the introduction of
new values and behaviours, informing how we
now articulate our culture. This commitment
to a purposeful culture is established right the
way through the Group, and all our regions have
signed up to embed the new Global Values next
financial year.
To ensure we continue to foster an environment
where every voice is heard, the Board monitors
culture through a range of channels. The ENED
listening activity remains central to this, and
Board members also make regular visits to our
units to hear directly from colleagues. This year,
ENED visits took place in the UK, US and Spain,
providing valuable insight into the lived
experience of our people.
The Board receives a regular updates on
our culture, covering a range of topics from
engagement, to safety and sustainability,
as well as a monthly update on our progress
against key performance indicators.
Safety continues to be a priority for the Board
and is now the first standing agenda item at every
Board meeting. This year, we introduced a revised
approach to reporting serious incidents to the
Group Executive Committee and the Board, with
a greater emphasis on narrative-based reporting
in addition to data and trend reporting. These
improvements have strengthened our ability
to analyse trends and provide more meaningful
updates. In addition, we introduced global
minimum standards for Safety, establishing
a consistent baseline across all regions.
The Board is also responsible for ensuring we
have the right practices and processes in place
to support our culture. This includes oversight
of our Anti-Bribery and Anti-Corruption Policy,
our Code of Conduct, policies for preventing
the facilitation of tax evasion and our approach
to controls. These policies form part of a
broader framework that sets expectations
for behaviours and decision-making aligned
with our desired culture.
Compliance with policies is monitored carefully
not only to help us assess culture but also so that
we can identify any challenges and make sure we
have the right resources in place. These policies
are also regularly reviewed to ensure they remain
fit for purpose for our evolving business.
Last year, we refreshed our Speak Up policy
and launched a global awareness campaign to
encourage its use and reassure colleagues that
all concerns are taken seriously and handled
confidentially. The Board monitors reports made
through the Speak Up facility and, during the year,
asked management to consider how cultural
factors may influence reporting behaviours,
particularly in regions where norms might
discourage speaking up.
The Designated Non-Executive Director for Employee
Engagement (ENED) holds Listening Groups with operations
and support teams across the world. These small group
sessions are conducted without line managers present,
creating a safe and open environment for colleagues
to share their experiences candidly.
Through these sessions, the ENED hears directly from the
workforce, ensuring that the voice of colleagues is not only
heard but actively considered in Board-level discussions
and decisions. This direct engagement strengthens the
connection between the Board and the wider organisation,
helping to shape policies and practices that reflect our
purpose, values, and desired culture.
This year, our ENED held listening sessions in Spain, the UK
and the US. More information can be found on page 93.
Directors attend team meetings, town halls and leadership
conferences across the organisation to observe how
communication and culture are experienced in practice.
These sessions provide a valuable opportunity to see our
values in action, gain insight into the colleague experience,
build trust, and receive feedback.
Meetings may take the form of one-way briefings, two-way
discussions, or focus on specific subject areas. This engagement
helps the Board stay connected to the day-to-day realities
of the business and supports alignment between strategic
priorities and the lived experience of our people.
Listening groups
Attending meetings
How the Board engages with our colleagues
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How the Board monitors and assesses culture continued
The Board also focused on embedding our risk
and control framework across all regions. This
enabled enhanced monitoring and mitigation of
risk exposure and clearer communication of the
Board’s risk appetite. The introduction of regional
risk committees in FY24 significantly enhanced
the culture of engagement, understanding and
active management of risk across all parts of
our business. These committees play a key role
in cascading the Board’s risk appetite throughout
the organisation, helping to ensure that decision-
making is guided by a clear understanding of risk.
In the reverse, they also provide and escalation
route to the Group Risk Committee and Audit
Committee. As a result, there is greater clarity
at all levels of the business on accountabilities
for risk management, from the Board to
frontline colleagues.
Our new learning management system, launched
last year, improved data visibility and enabled the
Board to more easily oversee compliance training
completion rates. This enhanced transparency
helped highlight pockets of lower performance,
and where completion rates fell below 95%, the
Board required regions to develop action plans
to address gaps and ensure high standards are
maintained across the Group.
As well as the Board’s ongoing oversight of
culture and the colleague experience throughout
the year, a formal annual review is conducted to
assess year-on-year indicators and generate
ideas and suggestions for how we can continue
to strengthen our culture and deliver on our
People Promise “to make SSP the best part
of YOUR journey”.
Site visits, whether conducted as part of scheduled
Board meetings or arranged individually, provide valuable
opportunities for Directors to gain first-hand insight into our
operations and engage directly with colleagues in their working
environments. These visits may form part of induction
programmes, be led by the Designated Non-Executive
Director for Employee Engagement (ENED), or be undertaken
by Executive Directors and other Board members. They help
deepen understanding of the day-to-day experiences of our
teams, the challenges they face, and the opportunities they
help create, supporting a more informed and responsive
approach to governance.
Reviewing workforce data and engagement strategy provides
the Board with valuable insight into the colleague experience
and helps drive accountability across the organisation.
The colleague engagement survey is a key measure used to
understand how colleagues feel about their roles, environment
and leadership. Alongside this, other indicators such as
retention, absence and whistleblowing are regularly monitored
to assess cultural health and operational effectiveness.
These insights help inform Board discussions and highlight
trends that may require deeper exploration, ensuring that
workforce policies and practices remain aligned with the
Company’s purpose, values and culture.
Turning feedback into action
This year, we launched the Good to Great
Engagement Plan to enhance colleague
experience and drive meaningful change.
In some regions, such as the UK, these targeted
initiatives have been shaped by the feedback
gathered through our ENED Listening Groups.
Training & development
Colleagues expressed a desire for a return
to in-person training and more structured,
role-specific development. In response, the Good
to Great Engagement Plan reintroduced blended
learning formats and committed to ongoing
feedback through quarterly pulse surveys.
Enhanced listening
Feedback highlighted that increased listening
activity would foster greater appreciation
and trust. As a result, leadership programmes
now feature a balanced mix of in-person and
online sessions, ensuring accessibility and
deeper engagement.
Recognition & appreciation
Colleagues emphasised the importance of
recognising and celebrating contributions. The
Good to Great Engagement Plan now includes
enhanced recognition initiatives such as the
CEO Awards, spotlighting exceptional efforts
and reinforcing a culture of appreciation.
Site visits
Reviewing & reporting
How the Board engages with our colleagues continued
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Board decision-making in action
The principles underpinning
Section 172 of the Companies Act
2006 (the ‘Act’) are embedded
in the Board’s decision-making.
The Board recognises the importance of
understanding the views of the Group’s key
stakeholders and having regard to those
views in its discussions and decision-making
processes, and the following case studies
provide examples of how the Board considered
the matters detailed in section 172 of the Act
during the year.
More information on our stakeholders and our
section 172(1) statement can be found on pages 49-59.
IPO in India of Travel Food
Services Limited
Delivering sustainable returns Reviewing our operating model
Since 2016, through our joint venture partnership
with K Hospitality Corp for Travel Food Services, we
have built a successful, attractive and strategically
important regional business. During the year, the
Board evaluated and approved the initial public
offering of Travel Food Services Limited in India.
In doing so, the Board considered its long-term
strategy regarding its presence in the region and
our commitment to fostering strong relationships
with our business partners.
Joint Venture partners
Our JV partners are integral to our success in
markets like India. The IPO represents a meaningful
opportunity for our JV partner in India to benefit
directly from the value created through our joint
operations and reinforces our commitment to
building mutually beneficial partnerships, where
profit is shared and strategic alignment is maintained.
Investors
The listing of TFS benefits our shareholders by
placing the investment in the strategically attractive
Indian market onto an even stronger platform and
by highlighting the value that has been created since
its original acquisition of a stake in TFS. The IPO
of TFS creates a basis to build further value for
our shareholders, given TFS’s favourable market
position and its future growth potential. It also
provides optionality for the Group to manage
its investment dynamically over time, supporting
disciplined capital allocation.
Governments and regulators
In considering the IPO of TFS, the Board carefully
evaluated regulatory requirements and government
engagement, particularly in relation to SEBI
(Securities and Exchange Board of India) approvals
and governance frameworks. The process involved
close coordination with Indian regulators to
ensure compliance and transparency, while also
strengthening TFS’s governance as a listed entity.
The Board recognises that effective capital allocation
is essential to delivering long-term sustainable
growth and creating value for shareholders. During
FY25, the Board considered its capital allocation
policy to ensure alignment with the Group’s strategic
priorities, financial resilience and stakeholder
expectations, and appropriately balancing
investment in growth with returns to shareholders.
During the year, the Board recommended a full-year
dividend for FY24 and approved an interim dividend
for HY25. Following year end, the work undertaken
during the year also enabled the Board to approve a
£100m share buyback which commenced in October
2025 and recommend a dividend for FY25. In making
these decisions, the Board reflected on the
long-term consequences of its actions and the
importance of maintaining a progressive dividend
policy that supports sustainable growth and
fairness between shareholders.
Clients
The Board considered how investment decisions
would safeguard delivery capabilities and innovation
while maintaining disciplined capital allocation. This
approach is designed to strengthen client relationships
and support long-term growth through collaborative
partnerships and sustained value creation.
Investors
In considering the returns to shareholders, the Board
carefully balanced the immediate expectations of
investors with the need to protect long-term value
creation. This involved maintaining rigorous capital
discipline while ensuring that short-term returns did
not compromise strategic priorities or future growth
opportunities. By applying transparent decision-
making and aligning actions with shareholder interests,
the Board reinforced trust and demonstrated its
commitment to sustainable performance.
During the year, the Board undertook a review of
central and regional corporate functions to create
a more agile and efficient operating model, while
streamlining support costs. The review aimed to
simplify processes, clarify responsibilities and reduce
costs through appropriate standardisation, under a
model of central governance, local empowerment and
global optimisation, enabling the Group to operate
with greater clarity, speed and consistency.
Colleagues
The Board recognised the direct impact on
colleagues and the importance of supporting them
through change. Clear communication, fair treatment
and practical support were prioritised to help teams
navigate the transition. The new model is expected
to create clearer roles, reduce complexity, and enable
teams to focus more effectively on delivering impact,
helping colleagues thrive in a more streamlined
and empowered environment.
Partners
Our client, supplier and brand partners are central
to our success, particularly in markets where strong
local relationships and responsiveness are key. As
part of the review, the Board recognised the benefit
of preserving local agility while enabling the Group
to share best practice more effectively. This balance
was seen as essential to maintaining trusted
partnerships and delivering consistent standards
across markets.
Investors
The Board considered how the review would
sharpen organisational focus, reduce structural
costs, and improve operational resilience. These
changes are expected to support long-term value
creation through more disciplined execution
of strategic priorities.
Key
Consequences of decisions in the long term
Interests of employees
Need to foster business relationships
Impact of operations on communities and the environment
Reputation for high standards of business conduct
Acting fairly between shareholders
Link to our strategy:
Prioritising high-growth channels,
markets and contracts
Enhancing capabilities to drive performance
Driving operational efficiencies
Link to our strategy Link to our strategy
Link to our strategy
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Compliance with the UK Corporate Governance Code
The Board confirms that the
Company has complied with the
provisions, and applied the principles
of the UK Corporate Governance
Code 2018 (the ‘Code’) throughout
the year ended 30 September 2025.
Following the publication of the UK Corporate
Governance Code 2024, the Board and its
Committee have considered the amendments
which have been made in order to determine
any actions needed to ensure our continued
compliance with these changes, the majority
of which apply to us from 1 October 2025.
The following pages provide an overview of
how we have applied the principles of the Code
during the year.
1. Board leadership and company
purpose
A A successful company is led by an effective
and entrepreneurial board, whose role is to
promote the long-term sustainable success of
the company, generating value for shareholders
and contributing to wider society.
Our purpose, to be the best part of the
journey, underpins our commitment to
ensuring long-term, sustainable growth
and value for all stakeholders.
Our Governance Framework and our robust
programme of stakeholder engagement
continue to support the Board’s oversight
of internal and external developments and
its ability to effectively challenge and take
informed decisions for the longer term.
B The board should establish the company’s
purpose, values and strategy, and satisfy
itself that these and its culture are aligned.
All directors must act with integrity, lead by
example and promote the desired culture.
An overview of our purpose, strategy and
values can be found on page 4. The Board
regularly monitors and assesses our culture
to ensure it remains aligned with our purpose,
strategy and values.
Workforce engagement is an important
activity carried out by our designated
Non-Executive Director for workforce
engagement (ENED), Judy Vezmar.
More information can be found on pages 93-95.
C The board should ensure that the necessary
resources are in place for the company to
meet its objectives and measure performance
against them. The board should also establish
a framework of prudent and effective controls,
which enable risk to be assessed and managed.
Performance is regularly assessed against
our strategic goals, with regular Board updates
providing an update on key performance
metrics and progress on strategic initiatives
to ensure we remain on track to deliver
sustainable growth.
The Board sets the approach to risk
management and oversees the effectiveness
of internal controls, with support from the
Audit Committee, enabling the Company
to assess and manage risks proactively.
More information can be found on pages 69-78.
D In order for the company to meet its
responsibilities to shareholders and
stakeholders, the board should ensure
effective engagement with, and encourage
participation from, these parties.
The Company maintains a proactive, open and
two-way dialogue with stakeholders to meet
evolving expectations as a global business and
to create shared value for our business and
our stakeholders.
More information can be found on pages 49-59.
E The board should ensure that workforce
policies and practices are consistent with the
company’s values and support its long-term
sustainable success. The workforce should
be able to raise any matters of concern.
The Board regularly monitors its processes
and procedures, and reviews its policies to
ensure they promote the culture and practices
that are consistent with our values. The Board
also monitors compliance with policies so
that we can identify any challenges and make
sure we have the right resources in place
to overcome them. The Company operates
a speak-up line which is available to all
colleagues. The Board reviews report
summaries and trends.
More information can be found on pages 94-95.
2 Division of responsibilities
F The chair leads the board and is responsible
for its overall effectiveness in directing the
company. They should demonstrate objective
judgement throughout their tenure and
promote a culture of openness and debate.
In addition, the chair facilitates constructive
board relations and the effective contribution
of all non-executive directors, and ensures
that directors receive accurate, timely and
clear information.
The performance of the Chair, who was
considered independent on appointment in
accordance with the criteria under provision 10
of the Code, is reviewed annually to ensure he
continues to demonstrate objective challenge
and judgement.
The Chair, supported by the Group General
Counsel & Company Secretary, ensures the
effective flow of information in a timely
manner between the Board and senior
management. Forward agendas for Board
meetings are agreed in advance by the Chair,
in conjunction with the Executive Directors.
More information can be found on page 89.
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Compliance with the UK Corporate Governance Code continued
G The board should include an appropriate
combination of executive and non-executive
(and, in particular, independent non-executive)
directors, such that no one individual or small
group of individuals dominates the board’s
decision-making. There should be a clear
division of responsibilities between the
leadership of the board and the executive
leadership of the company’s business.
As at the date of this report, the Board
comprises the Chair, 5 independent
Non-Executive Directors and two Executive
Directors and over half of the Board is deemed
independent. All Non-Executive Directors who
shall put themselves forward for election or
re-election at the 2026 AGM are considered
by the Board to be independent in accordance
with the Code.
The division of responsibilities, approved
by the Board, clearly defines the division of
responsibilities between the roles of the Chair,
the CEO and Senior Independent Director.
The roles and responsibilities of the Board
and its Committees are set out in the Matters
Reserved for the Board and the terms of
reference of each committee.
More information on our Board can be found on pages
86-87.
H Non-executive directors should have sufficient
time to meet their board responsibilities.
They should provide constructive challenge,
strategic guidance, offer specialist advice
and hold management to account.
The number of Board meetings which were
held during the reporting period and the
attendance at each of these meetings can be
found on page 84, and the number of meetings
and attendance of the Nomination, Audit and
Remuneration committees can be found on
pages 100, 110 and 118.
The expected time commitment of the Chair
and Non-Executive Directors is set out in
writing. Prior to appointment, and prior to
taking on additional external appointments,
the anticipated demand on the Director’s time
is assessed to ensure they have sufficient time
available to carry out their role effectively.
Members of the senior management team
regularly present to the Board, which provides
an opportunity for the Board to constructively
challenge and to provide advice to our senior
management team.
More information can be found on page 90.
I The board, supported by the company
secretary, should ensure that it has the
policies, processes, information, time and
resources it needs in order to function
effectively and efficiently.
The Board is supported by the Group General
Counsel and Company Secretary, to whom all
Directors have continuous and ongoing access
for advice and corporate governance services.
The Board and its committees are also
authorised to obtain legal or other professional
advice as necessary to perform their duties.
This includes inviting external advisors to
meetings as required, to provide additional
expert guidance.
The Board maintains a comprehensive
schedule of meetings for it and its Committees,
ensuring sufficient time is dedicated to the
wide range of matters important to our
long-term success. Papers are circulated
in advance of meetings to allow Directors
sufficient time to consider matters
independently in advance, and each paper
is accompanied by a structured briefing note
identifying, amongst other matters, the action
to be taken, key issues to note and the impact
of any decisions on our stakeholders.
Directors unable to attend are encouraged
to read and comment on the pre-circulated
papers in advance so their thoughts can be
considered by the Board. The Chair and the
Company Secretary will follow up with the
Director after the meeting to update them on
the key matters discussed and decisions made.
From time to time, the Board will delegate
authority to a sub-committee to approve
certain matters.
More information can be found on page 90.
3 Composition, succession
and evaluation
J Appointments to the board should be
subject to a formal, rigorous and transparent
procedure, and an effective succession plan
should be maintained for board and senior
management. Both appointments and
succession plans should be based on merit
and objective criteria and, within this context,
should promote diversity of gender, social
and ethnic backgrounds, cognitive and
personal strengths.
The composition of the Board and plans
for orderly succession of the Board and senior
management are overseen by the Nomination
Committee. It ensures that there is a formal,
rigorous and transparent procedure for
Board appointments with due regard given
to diversity.
More information can be found on pages 104-108.
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Compliance with the UK Corporate Governance Code continued
K The board and its committees should
have a combination of skills, experience and
knowledge. Consideration should be given to
the length of service of the board as a whole
and membership regularly refreshed.
The Nomination Committee regularly reviews
the composition of the Board, to ensure it has
the skills and diversity required to deliver
our strategy.
Non-Executive Directors are appointed
to the Board for an initial three-year term,
subject to election by shareholders at the
first AGM following their appointment and
their subsequent re-election each year.
To ensure independence, we ordinarily expect
our Non-Executive Directors to serve for two
three-year terms, with an option for a third term.
We provide letters of appointment for each
Non-Executive Director and shareholders can
view these at the Company’s registered office.
More information can be found on page 105.
L Annual evaluation of the board should consider
its composition, diversity and how effectively
members work together to achieve objectives.
Individual evaluation should demonstrate
whether each director continues to
contribute effectively.
Each year, we undertake a formal, rigorous
review of the Board, its Committees and
individual directors to assess how well the
Directors work together, and with management
teams. This evaluation is externally facilitated
every three years.
More information can be found on page 109.
4 Audit, risk and internal control
M The board should establish formal and
transparent policies and procedures to
ensure the independence and effectiveness
of internal and external audit functions and
satisfy itself on the integrity of financial
and narrative statements.
The Audit Committee, comprised of three
independent Non-Executive Directors,
oversees our internal and external audit
functions. It ensures our internal audit function
continues to operate effectively in providing
objective and impartial assurance to
management, the Audit Committee, and the
Board regarding the effectiveness of our risk
management and internal controls framework.
The appointment of the external auditor is
approved by shareholders at each AGM and
report to the Audit Committee throughout
the year. The Audit Committee conducts and
annual review of the effectiveness of the
external auditor.
More information can be found on pages 110-117.
N The board should present a fair, balanced and
understandable assessment of the company’s
position and prospects.
To ensure the Audit Committee and Board are
satisfied that the annual report represents a
fair balanced and understandable position, the
year-end process involves reviewing a paper
from management on the topic, a factual
verification process, a comprehensive review
by management and Directors, and papers
from the auditors.
More information can be found on page 114.
Q A formal and transparent procedure for
developing policy on executive remuneration
and determining director and senior
management remuneration should be
established. No director should be involved
in deciding their own remuneration outcome.
Executive remuneration is governed by
our Directors’ Remuneration Policy, which
was last approved by shareholders in 2025.
The Remuneration Committee is committed
to open and transparent disclosures regarding
our executive remuneration arrangements.
The Remuneration Committee is comprised
of independent Non-Executive Directors and
is responsible for determining remuneration
outcomes for Executive Directors and senior
management. No executive or member of senior
management is present for any discussions
related to their own remuneration.
Fees paid to the Chair are determined by the
Remuneration Committee and fees for all other
non-executive fees are determined by the
Executive Directors and Chair of the Board.
More information can be found on pages 141-144.
R Directors should exercise independent
judgement and discretion when authorising
remuneration outcomes, taking account of
company and individual performance, and
wider circumstances.
The Remuneration Committee considers the
experience of the Group’s wider workforce in
determining executive remuneration and uses
discretion to adjust formulaic outcomes where
it believes this is appropriate, including where
outcomes are not reflective of the underlying
performance of the business or the level of
payout does not reflect shareholders,
employees or other stakeholders.
More information can be found on pages 120-121.
O The board should establish procedures
to manage risk, oversee the internal control
framework, and determine the nature and
extent of the principal risks the company
is willing to take in order to achieve its
long-term strategic objectives.
The assessment of the principal and emerging
risks, the uncertainties facing the Group, and
the ongoing process for identifying, evaluating
and managing the significant risks faced by
the Group is set out on pages 68-78. The Audit
Committee’s role in overseeing these processes
is set out on pages 110-117.
More information can be found on pages 68-78.
5 Remuneration
P Remuneration policies and practices should
be designed to support strategy and promote
long-term sustainable success. Executive
remuneration should be aligned to company
purpose and values, and be clearly linked to
the successful delivery of the company’s
long-term strategy.
The Remuneration Committee regularly
reviews the Company’s Remuneration Policy
and the implementation of the policy to ensure
its ongoing appropriateness and relevance. It
ensures remuneration aligns with our purpose
and values and that reward is linked to the
delivery of our strategic aims with targets
designed to drive the right behaviours across
the business.
More information can be found on pages 118-144.
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Nomination Committee Report
“We have the right
foundations and
leadership in place
to continue building
a Board equipped to
meet the future needs
of the business.“
Mike Clasper
Chair
Our highlights in FY25 Meeting attendance
Our priorities for FY26 Time spent
•
Led the recruitment process for a new Group
CFO to ensure continued, strong leadership
within the finance function, anticipating the
retirement of the Deputy Group CEO & CFO.
•
Recommended to the Board the appointment
of Karina Deacon as NED and member of the
Audit and Nomination Committees.
•
Considered and recommended to the Board
the reappointment of Apurvi Sheth for a
second-term of three years.
•
Led thorough and effective inductions for
both Karina Deacon, NED, and Geert Verellen,
Group CFO.
•
Facilitated the Board’s annual performance
evaluation and agreed development actions
for FY26.
•
Complete our ongoing Chair and Non-Executive
Director searches and lead an appropriate
and successful induction of the selected
candidates.
•
Continue to develop the diversity of our
leadership teams to maintain our target of
40% women in leadership and make progress
towards our ethnic diversity targets.
•
Ensure progress against our agreed Board
development plan following the performance
review in the year.
•
Monitor the composition of the Board,
to ensure it has the right skills necessary to
drive performance and deliver our strategy.
•
Ensure the effective management of our
agreed succession plans for the Board and
senior management and oversee the
development of a diverse pipeline.
Appointment,
Induction and
Development
Board Composition
Diversity
Performance and
Effectiveness
Succession
Planning
The Nomination Committee is chaired by Mike
Clasper. All other members of the Committee
are independent Non-Executive Directors.
Director
Date appointed
as member
Number of
meetings
attended
Mike Clasper 1 November 2019 3/3
Carolyn Bradley 1 October 2018 3/3
Tim Lodge 31 August 2021 3/3
Judy Vezmar 31 August 2021 3/3
Apurvi Sheth 1 January 2022 3/3
Karina Deacon¹ 1 January 2025 2/2
Kelly Kuhn² 1 January 2025 1/1
1 Appointed to the Board on 1 January 2025.
2 Resigned from the Board on 28 January 2025.
The Nomination Committee terms of reference
can be found at www.foodtravelexperts.com
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Nomination Committee Report continued
Responsibilities of the Committee Activities in the year Outcomes Page
Board Composition
Reviewing the structure, size and composition of the Board,
including its skills, knowledge, independence, experience
and diversity.
•
Reviewed the Directors’ combined skills and knowledge,
experience and diversity to ensure they can drive our
strategic priorities.
•
Considered the independence of the Non-Executive
Directors.
•
Led the search for a new Group CFO to lead the Group
Finance function following our Deputy CEO & Group
CFO’s departure.
•
Determined that all Non-Executive Directors standing for
election or re-election at the 2026 AGM are independent.
85-87, 90,
103 and 105
Appointment, Induction and Development
Leading the process for appointments, ensuring all
Directors receive an appropriate induction and making
recommendations to the Board on the re-election of
Directors and whether to reappoint a Director at the
end of their term of office.
•
Carried out Director reviews, which included discussion
of areas for development.
•
Led the process for the appointment of a new NED
and Group CFO.
•
Recommended to the Board the appointment
of Karina Deacon as NED and member of the Audit
and Nomination Committees.
•
Delivered comprehensive induction programmes
for our new Non-Executive Director and Group CFO.
•
Recommended that Apurvi Sheth’s appointment be
extended for a further three-year term.
103-105
Succession Planning
Ensuring plans are in place for orderly succession to both
the Board and senior management positions and overseeing
the development of a diverse pipeline for succession.
•
Reviewed and considered the Board succession plans
and agreed future actions.
•
Reviewed the succession plans for the Group Executive
Committee roles, considered future talent and agreed
development plans to meet future succession needs.
•
Considered the composition of the Group Executive
Committee and succession plans.
•
Undertook a recruitment process for a new Group CFO
and recommended the appointment of Geert Verellen.
105-106
Diversity and Inclusion
Regularly reviewing progress made against the objectives set
out in the Board Diversity Policy with respect to the diversity
of the Board, Board Committees and Senior Management.
•
Reviewed progress made against the objectives
set out in the Board Diversity Policy.
•
Considered Group diversity plans.
•
Considered a target for ethnic representation in senior
leadership, in line with the recommendation of the Parker
Review, and set a goal for 18% of UK senior management
roles to be held by individuals from an ethnic minority
background by 2027.
107-108
Performance and Effectiveness
Ensuring there is a formal and rigorous annual evaluation
of the performance of the Board, Board Committees,
the Chair and individual Directors and ensuring Directors
dedicate sufficient time to their role.
•
Considered the outcomes of the internal effectiveness
review with regard to Board composition, talent
management and succession planning.
•
Considered the time commitment required by the Directors.
•
Monitored progress against the development plan
agreed following the 2024 Board evaluation and
delivered relevant training and development.
•
Determined that each Director continued to perform
effectively and was able to dedicate sufficient time to
their responsibilities, and accordingly that each should
be recommended for re-election by shareholders at
the 2026 AGM.
109
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Nomination Committee Report continued
Dear Shareholder,
I am pleased to present the Nomination
Committee Report for the financial year ended
30 September 2025, which provides an overview
of the Committee’s activities during the year
under review and our role in ensuring that the
Board has the right skills, experience, knowledge,
and diversity to deliver our strategy and enable
our long-term sustainable success.
Board skills and composition
A key focus for the Committee is to ensure
that the Board reflects the skills, experience and
perspectives required to support our strategic
ambitions. Each year, we undertake a formal
review of Board composition and succession
planning to ensure the Board maintains the right
balance of capabilities to meet the evolving needs
of the business.
As reported in last year’s report, through this
process we identified the need to strengthen
financial and European market expertise,
leading to the appointment of Karina Deacon as
a Non-Executive Director. Karina’s experience as
CFO of several public companies brings valuable
experience that supports our focus on
performance, controls and strategic delivery.
The same review informed succession planning
for the Group CFO. Mindful of Jonathan Davies’
long tenure, the Committee led a recruitment
process for his successor and recommended the
appointment of Geert Verellen. More information
on this recruitment process, and Geert’s
induction, can be found on page 103. Jonathan
stepped down from the Board in September
after more than 20 years of dedicated service
but continues in his role as Deputy Group CEO
until 31 December, providing important support
and guidance to our Indian JV, TFS. We thank
Jonathan for his commitment and leadership
throughout his tenure.
Building on the changes outlined above, this year’s
review focussed on ensuring the Board continues
to reflect the skills and experience required to
deliver our strategic ambitions. We refined our
skills matrix to maintain alignment with the
areas most critical to our long-term priorities.
Through this process, we identified an opportunity
to further broaden the Board’s expertise and
are now actively seeking to appoint a new
Non-Executive Director with significant industry
knowledge and relevant operational experience.
Diversity
Diversity and inclusion remain central to our
approach, at all levels of our business, across
every level of our business. We’re pleased to have
met our target this year of having 40% of senior
leadership roles held by women – a milestone
we’re committed to maintaining through continued
focus and action. We’ve also set a clear ambition
for ethnic representation in senior leadership to
reflect the diversity of the communities we serve.
For our UK senior management, this means aiming
for 18% of roles to be held by people from an
ethnic minority background by 2027.
We recognise that tracking progress in this area
will always have its limitations, including due to
local laws and cultural nuances. We fully respect
colleagues’ right to privacy and freedom of
expression and while this can limit the depth
of our data, it’s a principle we stand by. Even so,
we remain firmly committed to championing
diversity and inclusion and the Committee will
continue to take meaningful steps to build a
leadership team that reflects the breadth of
perspectives and experiences across our
business and beyond.
Board Performance and Effectiveness
Each year, we carry out a formal and rigorous
review of the Board, its Committees, the Chair,
and individual Directors. This process helps us
ensure that the Board continues to operate
effectively, that each Director demonstrates
strong commitment to their role, and that they
have the time and capacity to meet their
responsibilities to the Company. The review also
supports the Nomination Committee in assessing
Board composition and succession planning.
This year’s Board effectiveness review
highlighted areas of strength and identified
opportunities to further enhance our oversight of
emerging risks and to build on our well-established
programme of Director engagement with
colleagues to deepen the Board’s collective
understanding of their perspectives. These
insights have shaped our action plan for the
year ahead, ensuring we continue to evolve and
strengthen our governance in line with the needs
of the business and our stakeholders. You can
read more about this year’s review on page 109.
At the upcoming AGM, I will be stepping down
from the Board. Carolyn Bradley, our Senior
Independent Director, will lead the Nomination
Committee in the search for my successor. I leave
the Committee assured that we have the right
foundations and leadership in place to continue
building a Board equipped to meet the future
needs of the business.
Mike Clasper
Chair
3 December 2025
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Nomination Committee Report continued
Succession planning and recruitment
Given the long tenure of Jonathan Davies,
the Committee took a proactive approach to
succession planning for the CFO position to
ensure a smooth leadership transition upon
his eventual retirement.
Evaluating internal candidates and considering
development plans was a key focus of our
annual talent review cycle in 2024. Recognising
that internal readiness may not always align
with the required succession timeline and
recognising the importance of ample lead
time to attract high-calibre candidates,
the Committee also commenced an external
search process.
Russell Reynolds Associates was engaged
to support the external recruitment process.
Aside from previous and ongoing director
recruitment assignments, Russell Reynolds
Associates has no other relationship with the
Company or its Directors. The Chair and Group
CEO, assisted by the Chief People Officer
evaluated a longlist of candidates against
objective criteria. A shortlist was developed,
taking into account the Board Diversity Policy,
and reviewed by the Nomination Committee.
Shortlisted candidates then met with key
members of the Board, including the Chair,
Group CEO, Deputy Group CEO & CFO,
Senior Independent Director, Chair of the
Audit Committee, and the General Counsel
& Company Secretary. Following this
rigorous process, the Nomination Committee
recommended the appointment of Geert
Verellen as Group CFO.
Appointment and induction
Geert Verellen joined the Company in
April 2025 as CFO Designate and, effective
9 June 2025, assumed the position of Group
CFO. In this role, Geert brings extensive
financial and operational experience gained
across international consumer, food, and
retail sectors.
His induction programme was designed to
provide an in-depth understanding of SSP’s
operations, financial performance, market
position and competitive landscape, while
fostering strong relationships with key
stakeholders, including colleagues, regional
leadership teams, Board members, investors,
and clients. It included a suite of briefing
documents, including previous Board and
Committee minutes, formal sessions with
senior leaders, meetings with external advisers,
and site visits to operational locations,
providing direct insight into the business and
the opportunity to engage with the workforce.
Over the first eight weeks of his service,
and ahead of his appointment to the Board,
a structured schedule of visits to regional
support centres and operational units,
alongside meetings with senior leadership
teams across each of SSP’s reporting
regions ensured a broad perspective
on the organisation.
Transition and continuity
To ensure an orderly transfer of
responsibilities and maintain critical business
continuity, Jonathan Davies remained on the
Board until 30 September 2025 and will
continue in the role of Deputy CEO until
the end of December 2025. This phased
transition enables the Company to benefit
from Jonathan’s extensive knowledge of
SSP’s operations and his leadership in respect
of Travel Food Services, particularly as it
launched the IPO and entered its first year
as a listed business.
Geert’s biography can be found on page 86.
Appointment
and induction
of new CFO
“I look forward to working
alongside my new colleagues
to further strengthen the
Group’s performance and
enhance shareholder value.”
Geert Verellen
Group CFO
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Nomination Committee Report continued
Board appointment, induction and succession
The Committee is responsible for ensuring there is
a formal, rigorous and transparent procedure for
Board appointments with due regard to diversity.
The Committee regularly evaluates the balance
of skills, knowledge, independence, experience
and diversity on the Board. Before making an
appointment, and in light of this evaluation, it
prepares a description of the role and capabilities
required, with a view to appointing the most
suitable individual for the role.
In identifying suitable candidates, the Committee
uses either open advertising or the services
of external advisors to facilitate the search, as
considered appropriate for the role. Candidates
are judged on merit against objective criteria,
ensuring that appointees have the requisite skills
to support the delivery of our purpose and strategy,
and ensuring a diverse shortlist, with regard to
the Board Diversity Policy. The Committee also
considered candidates’ other commitments
to ensure that they will have sufficient time
to devote to the position.
All new Directors receive a formal,
comprehensive, and tailored induction following
their appointment, including visits to key Group
locations, and meetings with members of the
Group Executive Committee and other key senior
executives. We design each induction based on
discussions with the Chair and Group General
Counsel and Company Secretary, considering
feedback from other recent appointments.
Each induction is tailored to consider the existing
expertise of the Directors and any prospective
Board or Board Committee roles.
Director reappointment
Non-Executive Directors are appointed to
the Board for an initial three-year term, and we
ordinarily expect our Non-Executive Directors
to serve for two three-year terms, with an option
for a third term. Each Director retires and seeks
election by shareholders at the first AGM
following their appointment and subsequently
re-election by shareholders each year at the AGM,
in accordance with the Code and our Articles of
Association. The terms of each Non-Executive
Directors’ appointment are set out in writing and
their letters of appointment are available for
inspection by shareholders at the Company’s
registered office.
During the year, the Committee considered
and recommended to the Board that, subject to
re-election at the 2026 AGM, Apurvi Sheth’s and
Mike Clasper’s tenure be extended for a second
and third term respectively. In considering these
extensions, the Committee considered both
directors’ skills and experience, the outcomes of
the Board Evaluation and the views of the Board
and management. The Committee believes that
both directors continue to provide valuable
contributions to the Board.
Senior management and Talent Pipeline
The Nomination Committee is also responsible
for considering plans and recommendations
for the appointment of senior leadership and
overseeing the development of a diverse pipeline
for succession. The regular review of the executive
succession plan is supported by our annual talent
review cycle, which assesses the readiness of
internal candidates for all key roles across
the business.
During the year, the Committee considered the
creation of a newly established role – Director of
Strategy and Business Services – on the Group
Executive Committee (GEC), and supported the
appointment of Mark Rainbow to this position.
Since joining SSP in 2005, Mark has demonstrated
extensive operational and strategic expertise
in Finance, M&A and regional management,
consistently enhancing performance and
delivering value across diverse geographies.
The Committee also approved the appointment
of George Mboya as CEO of North America,
effective from October 2025, recognising his
strong leadership and strategic impact both while
in the interim role earlier in the year and during his
previous seven years as CFO of North America.
George has been with SSP since 2017 and was
selected following a rigorous search process.
Additionally, Varun Kapur, CEO of Travel
Food Services, our long-standing joint venture
partnership in India, was invited to attend the
GEC from October 2025, reflecting the strategic
importance of the Indian and airport lounge sectors.
These changes reinforce the organisation’s
commitment to an optimal structure that supports
sustainable performance and long-term growth.
You can read more about our Group Executive
Committee, including their background and
contributions, on our website.
As well as receiving relevant documents
including previous Board and Committee minutes
and policies, inductions include formal briefings
with internal leadership and external advisors.
Our ongoing Board site visits demonstrate the
business in action and provide an opportunity for
the Directors to meet with a wider cross-section
of colleagues.
Read more about how the Committee conducts this
process with the appointment and induction of our
new Group CFO, Geert Verellen, on page 103.
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Nomination Committee Report continued
Board composition and skills
The Committee regularly reviews the structure,
size, and composition of the Board and its
Committees. This review assesses whether the
Board, and each of its Committees, has the right
mix of skills, experience and diversity to ensure
they are well-equipped to address current and
future challenges; has an appropriate balance
of independent directors; and that each
Non-Executive Director has sufficient time to fulfil
their responsibilities effectively. These reviews,
together with the Board evaluation and director
reviews, help inform our Board succession and
development plans. Any gaps or issues identified
in these reviews are addressed through targeted
training and development, incorporated into
the selection criteria for future appointments,
or resolved by appointing new Board members
as appropriate.
Review of Board skills
As part of its review of Board composition, the
Committee considers the skills required to deliver
our strategy. The skills and experience of the
Board are mapped against these desired skills
using objective criteria to create a skills matrix.
This matrix, set out opposite, provides a
structured framework for assessing the Board’s
collective expertise and identifying any gaps
or opportunities for further development.
It is reviewed annually by the Committee.
This year, the skills matrix was refined to ensure
closer alignment with our strategic priorities and
to enhance clarity in identifying targeted gaps.
For example, the previous category of ‘Travel/
Airports/Rail’ was updated to better articulate
operational expertise in relevant client-facing
transport sectors and ‘International Experience’
was removed because it lacked sufficient
specificity to be meaningful and noting that such
experience was a prerequisite of joining the Board.
In assessing the regional diversity of our
Board, rather than focusing on nationality, the
Committee instead assessed the specific regions
in which directors have demonstrable expertise
and the depth of that expertise, distinguishing,
for instance, between those who have lived and
worked in a country and those who hold oversight
responsibilities for a region.
The review confirmed that the Board comprises
a diverse group of Non-Executive Directors,
bringing a broad range of functional expertise
and business experience. This diversity supports
robust debate and effective oversight across the
full spectrum of the Group’s strategic priorities.
Airports/Concessions was previously
represented in the skills matrix in a way that
appeared sufficient; however, the Board had
already recognised this as an area where
additional expertise would strengthen oversight.
The recent recategorisation of skills has made
this gap more visible and, combined with Jonathan
Davies’ retirement from the Board and Mike
Clasper’s decision to step down at the AGM,
has heightened the need for further capability.
While North American experience was
strengthened through Geert Verellen’s
appointment, the Committee recognises that,
given the Group’s growth in this region, additional
experience, particularly in relation to US airports,
would be beneficial. Accordingly, the Committee
has commenced a search for a new Non-Executive
Director with expertise in both US markets and
the airports sector.
Digital Enablement and Data Management,
as well as Environmental and Social Impact,
also remain areas of lower representation on the
Board. While these skills are considered desirable
for the new Non-Executive Director appointment,
the Board is satisfied with the strong support
currently provided by internal and external experts
and through regular teach-ins on these topics.
Area of Expertise
Number of
Board members with
relevant experience
Link to our
strategy
Finance
4/8
Shareholder Returns/
Corporate Finance
6/8
Consumer/Retail
8/8
Food & Beverage
5/8
Airport and Rail Operations/
Concessions
1/8
Organisational Design
and Culture
5/8
Governance Risk & Controls
5/8
Digital Enablement/
Data Management
3/8
Environmental and Social
Impact
2/8
Link to our strategy:
Prioritising high-growth channels, markets and contracts
Enhancing business capabilities to drive growth and performance
Driving operational efficiencies
Board skills and experience
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Nomination Committee Report continued
Review of Board Succession Plan
Succession plans for the Board are regularly
reviewed. As part of its annual review, the
Committee confirmed that the existing NED
succession planning framework, as outlined below,
remains appropriate, with reasonably well-balanced
tenure amongst the Non-Executive Directors.
The appointment of Karina Deacon this year,
with her strong financial background and ample
relevant experience, means we now have
Code-compliant emergency cover for all key
Board positions.
Looking ahead, the Committee also reviewed
its medium-term plans to ensure continued
independence on the Board. In particular, it
considered the tenures of each of the Non-
Executive Directors and, accordingly, evaluated
the succession plans for the key Board roles of
Board Chair, SID and Remuneration Committee
Chair in light of the current incumbents’ terms.
The Committee also considered the succession
plans for executive directors through its annual
talent review cycle, which assesses the readiness
of internal candidates. Given Jonathan Davies’
tenure, the Committee had considered that he
may wish to retire from the Board in the future
and so identifying potential internal candidates,
and developing suitable development plans for
internal talent, was a key focus of the Committee
in the last financial year. During the year, the
Committee recognised these development plans
were unlikely to have concluded in time to meet
the succession timescale and consequently
began an external recruitment exercise.
More information on the succession planning, and
appointment, of the new Group CFO is on page 103.
Current succession activity
Post year end, the Board has been finalising its
multi-year strategic and operational roadmap to
build on its strong foundations and to accelerate
the delivery of shareholder value. With this in
mind, Mike Clasper brought forward his planned
retirement by one year to enable the appointment
of a new Chair with tenure to help realise the full
scale of these ambitions in the years ahead.
A search is now ongoing led by the Senior
Independent Director and it is an immediate
priority for the Committee.
Training and development
The Board is committed to continual development
and training to ensure it stays informed of the
latest industry trends, regulations, and best
practices. As part of the annual Board Skills review,
the Committee considers the development and
training sessions planned for the coming year and
agrees any additional topics to upskill the current
Directors’ expertise.
Throughout the year, the Board participated in
several development sessions led by both internal
and external experts. These sessions equip the
Board with the knowledge and tools necessary
for effective governance and decision-making.
Non-Executive Director Succession Plan
The Board succession plan provides a framework for Board appointments across short,
medium and long-term time horizons. It is written down and reviewed regularly to ensure
it remains robust and effective.
The Board has planned
emergency cover for senior
Board positions for sudden and
unforeseen departures, including
the Chair, SID and Committee
Chairs. In considering the
short-term succession plan, the
Board considers the requisite
skills and experience needed
to provide short-term cover and
stability of leadership as well as
any other requirements under
the respective Committee’s
Terms of Reference and the Code.
The Board’s medium-term
succession plan considers
succession planning for the
orderly replacement of current
Board members to maintain
independence. As well as
assessing the appropriate
tenure, the Board also assesses
the time needed to consider,
recruit and onboard a new
Non-Executive Director in its
medium-term succession plan.
The long-term succession plan
for the Board considers how the
size, skillset and diversity of the
Board continues to be effective
in delivery of the long-term
strategy as the needs of the
Group evolve.
Short term Medium term Long term
Expired Typical term (6 years) Maximum term (9 years)
Independent Directors’ Tenure
Mike Clasper (Chair)
J
udy Vezmar (ENED)
T
im Lodge (Audit Chair)
A
purvi Sheth
Karina Deacon
Carolyn Bradley (SID, Rem Chair)
2018 19 20 21 22 23 24 25 26 27 28 29 30 31 3332 34
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Nomination Committee Report continued
Diversity and Inclusion
The Nomination Committee is responsible for
developing and implementing our approach to
diversity, equity and inclusion across the Group.
We aspire to be a great place to work where
everyone can fulfil their potential. Having a diverse
and inclusive culture where everyone is welcomed,
and a workforce that reflects both the communities
in which we operate and the stakeholders we
serve, is a fundamental part of our strategy for
delivering long-term sustainable success.
Our Diversity, Equity, and Inclusion strategy,
‘Belong at SSP’, is a critical enabler of our Global
People Plan and aims to bring our colleagues’
voices to the forefront and cultivate a culture of
belonging. This strategy seeks to adapt and evolve
to meet the changing needs and expectations of
our business and stakeholders, especially our
colleagues. Although this strategy is adopted
globally, it is implemented at the local level with
the support of regional toolkits. These resources
enable each region to tailor the approach to
address specific opportunities and challenges
within their respective markets. Further details
about our ‘Belong at SSP’ strategy are available
in our Sustainability Report.
The Board supports the objectives of the FTSE
Women Leaders Review and the Parker Review,
to increase representation of women and people
from an ethnic minority on Boards and in senior
management. We are pleased to have met these
targets in relation to our Board membership, and
our progress against these is set out opposite.
We acknowledge the recommendation of the
Parker Review to set a 2027 target for ethnic
representation in senior leadership. We remain
committed to ensuring the diversity of our
colleagues, at all levels of our business, reflects
the diversity of the communities we serve. For
senior management in the UK, this means we are
aiming for 18% to come from an ethnic minority
background by 2027, aligning with the most
recent UK census data.
This year, we continued to work to enhance
our people data to gain a clearer understanding
of the gender and ethnic diversity of our colleague;
enabling us to monitor our progress and the
impact of our diversity initiatives. We also
strongly support our colleagues’ right to privacy
and respect their freedom of expression, though
we recognise this approach, together with local
laws and cultural nuances, limits the depth of
our data.
We continue to focus on our ‘Belong at SSP’
strategy which core purpose is to create an
inclusive workplace that fosters a culture of
belonging for all; we value the skills, experiences,
and uniqueness that every colleague brings.
As part of this work, a core focus of the
Committee this year was to ensure a diverse
pipeline of talent within the organisation. We’ve
continued to develop our key performance data
relating to diversity, including as part of our
annual talent review, giving us better oversight
in order to address the challenges in achieving
our diversity goals.
Board Diversity
A diverse Board is essential to delivering our
strategy effectively. The range of backgrounds,
market experience and professional expertise
represented across our Board brings valuable
insight into high-growth markets and emerging
channels. These varied perspectives strengthen
our approach to risk assessment, enabling more
comprehensive evaluation of opportunities
and challenges across geographies and sectors.
Diversity also fosters innovation and creativity,
encouraging fresh thinking and dynamic
problem-solving at both Board and senior
management levels. Importantly, our diverse
leadership enhances our understanding of the
needs and expectations of our customers and
colleagues, helping us to build new capabilities
and better serve our stakeholders. By embracing
different experiences and viewpoints, we are
better equipped to navigate complexity, respond
to change, and drive sustainable growth.
A culture that values
diverse thinking and
inclusion – where people
feel empowered to speak
up – is key to driving
challenge, continuous
improvement and long-term
sustainable success.
Mike Clasper
Chair
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Nomination Committee Report continued
1 Senior positions refers to the roles of Chair, CEO, CFO and Senior Independent Director.
2 Executive Management refers to the Group Executive Committee, including the Group CEO and Group CFO.
For the purposes of making the disclosures set out above, data was collected through voluntary
self-reported submissions from the Board and Group Executive Committee.
Gender and ethnicity data is as at 31 October 2025 to align with our data submission to the FTSE
Women Leaders Review. There have been no changes to the membership of the Executive Committee
between the reference date and the date of this report, the Executive Management is comprised of
70% men, 30% women and the ethnic representation is 90% White and 10% Black. Varun Kapur,
CEO of TFS, attends Group Executive Committee meetings as a regular attendee but is not a formal
member. If Varun were included in the diversity figures above, the composition as at the date of this
report would be 73% men and 27% women, and 82% White, 9% Asian and 9% Black.
Board and Executive Management – Gender representation as at 31 October 2025
Number of Board
members % of the Board
Number of
senior positions¹
on the Board
Number in
Executive
Management²
Percentage in
Executive
Management
Men 4 50% 3 8 73%
Women 4 50% 1 3 27%
Other –––––
Prefer not to say/not specified –––––
Board and Executive Management – Ethnic representation as at 31 October 2025
Number of Board
members % of the Board
Number of
senior positions¹
on the Board
Number in
Executive
Management²
Percentage in
Executive
Management
White British or other White
(including minority white groups) 7 87.5% 4 10 91%
Mixed/Multiple Ethnic Groups –––––
Asian/Asian British 1 12.5% – – 9%
Black/African/Caribbean/
Black British – – – 1 –
Other ethnic group,
including Arab –––––
Prefer not to say/not specified –––––
The Board is committed to achieving
and maintaining
Progress
The Board recognises the importance and
value of diversity and inclusion in driving good
decision-making. Our Board Diversity Policy,
which sits alongside our Group Diversity, Equity
and Inclusion Policy, sets out the Board’s
approach to fostering a diverse and inclusive
culture and sets measurable objectives which
allow the Nomination Committee to closely
monitor our progress and, where necessary,
ensure corrective action is taken.
Our Board Diversity Policy ensures due
consideration is given to diversity in its broadest
sense, including to sexuality, neurodiversity
and social backgrounds, as well as ensuring
the application of the policy to each Board
Committee. We recognise the key role our
senior management plays in leading a
diverse and inclusive culture throughout the
organisation and so our Board Diversity Policy
applies to our senior management¹ as well as
the Board and Board Committees. Our Board
Diversity policy can be found on our website at
www.foodtravelexperts.com, and our progress
against the set targets are set out below.
At least 40% women on the Board As at year end, 44% of the Board were
women. Following Jonathan Davies
retirement from the Board, as at the date
of this report, 50% are women
At least one woman in the role of either Chair,
Senior Independent Director, Chief Executive
or Chief Financial Officer
The role of Senior Independent Director
is held by a woman
At least one Director from a minority
ethnic background
One Director is from a minority
ethnic background
A diverse representation on each standing
Board Committee
Each committee comprises of independent
Directors with a diversity of skills,
experiences and gender
At least 40% women in Senior Management roles
1
40% of our Senior Management are now
women (2024: 39%)
Senior management teams that reflect the ethnic
diversity of the markets in which they operate. In the
UK, this means aiming for 18% of senior managers to
come from an ethnic minority background by 2027,
in line with the most recent UK census data
Progress against this target is measured
through voluntary disclosure. We continue
to focus on improving the quantity and
quality of our data, while respecting our
colleagues privacy and freedom of
expression, to better monitor progress.
Board Diversity Policy
1 Senior management roles refers to members of the Group Executive Committee
and their direct reports (other than PAs or admin colleagues).
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Nomination Committee Report continued
Board Performance Review
The Chair is responsible, with assistance from
the Nomination Committee, for ensuring that
the Company has an effective Board with an
appropriate combination of skills, experience
and knowledge. Each year the Board undertakes
a formal rigorous review of the Board and its
Committees as well as of the Chair and the
individual Directors, to ensure that they continue
to be effective and that each of the Directors
demonstrates commitment to their respective
roles as well as having sufficient time to meet
their commitments to the Company. The Board
Performance Review process also allows the
Chair to consider the composition and diversity
of the Board and its Committees. In line with
the recommendations of the UK Corporate
Governance Code, we operate a three-year Board
evaluation cycle with the last external evaluation
in the 2024 financial year.
2025 Performance Review
The 2025 review process built directly on the
recommendations and insights from the 2024
Board Evaluation. At the outset of the process,
the Chair and Group General Counsel and Company
Secretary agreed the timing, scope and nature of
the review, including key themes for discussions
as well as the best approach to adopt to ensure
the performance review process was challenging
and comprehensive. As a result, the review process
included individual director review meetings with
the Chair and Senior Independent Director.
The findings from the review, including
recommended actions, were shared with
Directors in advance of a Board meeting for
review and discussion. At each review meeting
the Chair, and SID in respect of the Chair, also
provided individual feedback on performance
to the Directors and discussed their
development needs.
Overall, the Performance Review found that
the Board and its Committees continues to
demonstrate a strong dynamic and has created
a welcoming environment for new NEDs. The
Board identified several areas for development.
These focus on enhancing the balance of
strategic discussions, strengthening committee
interactions, refining regional insights, and
enhancing communication and engagement.
The table opposite outlines the key focus areas
and associated actions.
Update on prior year review
Following the prior year’s Board review, the
Board formulated a structured development
plan to address the recommendations arising
from that process. Actions identified within the
plan are actively tracked, with progress routinely
monitored to ensure continued improvement.
In addition, the Board adopted a formal Board
Promise, designed to enhance the productivity
and efficiency of Board meetings and decision-
making. The Board Promise, drafted by the SID
with support from the NEDs and approved by
the Board as a whole, serves to: articulate the
role and purpose of the Board; define the
behaviours that Directors commit to uphold in
delivering that purpose; and outline the support
required from management and presenters to
enable effective and well-informed discussions.
Focus area Recommended actionsObservations
Last year’s review highlighted the
need to focus on critical business
drivers. This year, notable progress
was observed, with consensus that
the balance between short- and
long-term strategies is appropriate.
However, it was agreed that
discussions would be benefit from
improved continued evolution of
the Board briefing notes.
There was strong support for
continuing the detailed strategic
regional performance deep dive
reviews in the Board’s forward
agenda. The Board also considered
opportunities to improve
consistency and clarity in these
regional reviews in order to improve
their effectiveness.
The review found strong support
from the Board for the colleague
feedback sessions, with
appreciation of the way they are
facilitated to elicit open discussion,
and the positive way they are viewed
by the teams involved.
Maintaining
the balance
Strengthening
the regional
deep dive
sessions
Developing
the role of
the ENED
•
Continue to schedule deep dives
on key strategic matters in the
forward agenda
•
Directors encouraged to raise
queries in advance to meetings
to allow for management
preparation
•
Trial one-page Committee
summaries to enhance how the
committee discussions are fed
back to the Board
•
Introduce a standardised format
for the performance deep dives
with a ‘balanced scorecard’
approach to topics
•
Succinct main meeting papers
which focus on the key issues
identified by the regional team,
balancing performance
and strategy
•
Refine the way colleague
feedback is presented, including
presenting it alongside other KPIs
•
Explore further opportunities
for engagement by other
Directors
Performance Review key focus areas
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109 SSP Group plcAnnual Report 2025
Audit Committee Report
“The Committee has worked
to oversee the appointment
of a new external auditor,
the establishment of an
in-house internal audit team,
and continued preparations
for Provision 29 of the new
Corporate Governance Code.”
Tim Lodge
Chair
Our highlights in FY25 Meeting attendance
Our priorities for FY26 Time spent
•
Conducted a formal tender for the Group’s
external auditor and, following a rigorous
competitive process, recommended the
appointment of Grant Thornton.
•
Supported the establishment of an in-house
internal audit team and transition to a
co-sourced function.
•
Monitored progress in achieving
compliance with the 2024 UK Corporate
Governance Code.
The Audit Committee is chaired by Tim Lodge.
All other members of the Committee are
independent Non-Executive Directors.
Director
Date appointed
as member
Number of
meetings
attended
Tim Lodge 1 October 2020 6/6
Carolyn Bradley 1 October 2018 6/6
Karina Deacon¹ 1 January 2025 3/3
Kelly Kuhn² 1 January 2022 3/3
1 Appointed to the Board on 1 January 2025.
2 Resigned from the Board on 28 January 2025.
The Audit Committee terms of reference
can be found at www.foodtravelexperts.com
•
Provide oversight and support to Grant
Thornton as they transition into their role
as SSP’s external auditor.
•
Support the role and function of the
Risk Committee, with a focus on alignment
of interactions with the Board and
Audit Committee.
•
Oversee and support continued preparations
for the introduction of Provision 29 of the
2024 UK Corporate Governance Code.
External audit
Financial reporting
Internal audit
Risk management
and internal
controls
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Audit Committee Report continued
Responsibilities of the Committee Activities in the year Outcomes Page
Risk management and internal controls
Reviewing the Group’s internal financial
controls and its risk management systems
and monitoring the effectiveness of the
Group risk and assurance function.
•
Reviewed the Group and regional risk registers following a comprehensive
review and update process, with particular focus on risks which were
deemed to have increased, either in likelihood or impact, along with the
supporting action plans to mitigate the risks (see Risk section set out
on pages (68-78).
•
Reviewed the effectiveness of the risk management and internal
control framework.
•
Reviewed and monitored internal control issues raised through internal
audit and the controls self-assessment process.
•
Determined that the risk management and internal
controls monitoring processes were operating effectively.
•
Supported management in addressing risk and internal
control issues.
•
Determined that control findings had been appropriately
followed up.
115
Internal audit
Reviewing and approving the role and
mandate of the Group’s internal audit
function, and monitoring and reviewing
the function’s effectiveness.
•
Approved the appointment of an in-house internal audit team
and oversaw the transition to a co-sourced function.
•
Reviewed and approved the strategic internal audit plan.
•
Reviewed the outputs of the internal audit function.
•
Monitored management’s progress in implementing agreed internal
audit actions.
•
Monitored the effectiveness of the internal audit process.
•
An in-house team was successfully appointed, and has
worked effectively with Deloitte to deliver the strategic
internal audit plan.
•
Determined that internal audit findings had been
appropriately followed up.
•
Determined that the internal audit function
was operating effectively.
115-116
External audit
Overseeing the relationship with the external
auditor, monitoring the external auditor’s
independence and objectivity, approving its
fees and, if thought fit, recommending their
appointment and reappointment as relevant.
•
Reviewed and approved the external audit plan including the scope
of the Group audit.
•
Reviewed the outputs and monitored the effectiveness of the external
audit process.
•
Reviewed and monitored the external auditor’s independence and
objectivity, including reviewing the policy on engagement with the external
auditor to supply non-audit services.
•
Ran a rigorous competitive process to appoint a new external auditor.
•
Agreed the scope of the annual external audit.
•
Approved the external auditor’s remuneration.
•
Determined that the external auditor continued
to operate effectively and independently.
•
Recommended the appointment of Grant Thornton
as external auditor to SSP Group plc.
116
Group financial statements
Monitoring the integrity of the Group’s
financial statements and reviewing and
reporting to the Board on material financial
reporting issues and judgements.
•
Reviewed the Group’s financial statements, challenging the assumptions
and judgements made by management in determining the financial results
of the Group, including ensuring that the disclosures in the financial
statements were appropriate.
•
Evaluated and recommended to the Board the going concern assumption
and longer-term viability statements.
•
Reviewed the accounting treatment and judgments applied to the
acquisitions in the year and the US deferred tax recognition.
•
Recommended the approval of the Group’s financial
statements.
•
Determined Alternative Performance Measures (APMs)
and the continued reference to pre-IFRS 16 numbers
were appropriate.
•
Recommended to the Board the going concern
assumption and longer-term viability statements.
•
Concluded that the key accounting treatments and
judgements were appropriate.
113-114
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Audit Committee Report continued
Dear shareholder,
I am pleased to present the Audit Committee’s
report for the year ended 30 September 2025.
Throughout the year, the Committee has
continued to play a key role in assisting the
Board in discharging its oversight responsibilities.
Our work has focused on monitoring the integrity
of the Group’s financial reporting, internal
control and risk management systems, reviewing
the effectiveness of internal and external audit
programmes, overseeing business conduct and
ethics, and ensuring that processes and controls
prevent fraud and the facilitation of tax evasion.
This year’s accounts include significant charges
relating to impairment, restructuring and the
Indian IPO. We reviewed the treatment of these
items and agreed that costs associated with
Cloud-based software could not be capitalised.
We confirmed their classification as non-underlying
and ensured that disclosures were fair, balanced
and understandable.
During the year, we conducted a tender process
for the appointment of a new external auditor
to commence with the year ending 30 September
2026. Following a rigorous and competitive
process, we recommend to the upcoming AGM that
Grant Thornton be appointed as SSP Group plc’s
external auditor, replacing KPMG after nearly
20 years of service. On behalf of the Committee,
I would like to thank KPMG for their many years
of excellent service, diligent review of our
financial statements, and for their independent
challenge and guidance.
The business continues to make good progress in
preparing for compliance with the new Provision
29 of the 2024 UK Corporate Governance Code,
with a dedicated project underway to identify,
assess and remediate material controls ahead of
the Board’s first Provision 29 declaration in FY27.
The Committee will continue to monitor progress
and support management in achieving compliance.
We seek to balance independent oversight
with constructive guidance to management. I am
confident that, supported by senior management
and our auditors, the Committee has carried out
its duties effectively and to a high standard
during the year.
The Committee held six meetings during the year
and comprises myself as Chair, Carolyn Bradley
and Karina Deacon, who joined in January 2025
and brings recent and relevant finance experience.
The Group General Counsel and Company
Secretary, Fiona Scattergood, acts as Secretary
to the Committee. Meetings were attended by
senior executives and representatives from
internal and external auditors, and private
sessions were held with auditors and the CFO
and Director of Risk & Assurance. I also maintain
regular interaction with the Chair of the Board,
the CEO, CFO and risk leaders, and provide
updates to the Board on key issues.
We also supported the appointment of SSP’s
first in-house internal audit team, operating as
a co-sourced function alongside Deloitte. This
change has already delivered benefits, enhancing
the breadth and depth of internal audit coverage,
increasing the quality of assurance received by
the Committee, and accelerating the maturity
of our control environment by driving timely
remediation of control issues.
As part of the succession planning for the
retirement of our Group Deputy CEO and CFO,
the Committee supported the recruitment
process for his successor. We were pleased to
welcome Geert Verellen to the role, who brings
extensive experience and an exceptional track
record. I would like to extend my sincere thanks
to Jonathan for his commitment and leadership
throughout his tenure.
The Committee has worked closely with the Board
and management to ensure operational controls
and governance processes remain robust. Over
the past year, we have overseen enhancements
to the enterprise risk management framework,
including comprehensive risk reviews across all
regions and the adoption of technology to improve
efficiency and reporting. We also reviewed and
strengthened the controls self-assessment
process to ensure strong focus on material and
key controls, complementing assurance from
internal audit.
Independent assurance is provided by internal
and external auditors and supported by the Group
Risk Committee. The Committee’s performance
evaluation, conducted as part of the wider
Board review, confirmed its effectiveness and
encouraged continued progress toward a more
mature control environment.
As Chair, I met with leaders in our businesses in
Eastern Europe and the Middle East, Continental
Europe and North America, to discuss risk,
internal control and financial reporting. A fuller
description of the Committee’s work is set out in
this report. I will be available at the 2026 Annual
General Meeting and welcome any questions
from shareholders.
Tim Lodge
Chair, Audit Committee
3 December 2025
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Financial reporting
As part of our work to ensure the integrity of financial reporting, the Committee focused on the following areas during the year:
Area Background Committee’s activities and conclusions
Cash-generating
units impairment
assessment
Cash-generating units (CGUs) are required to be tested for impairment
annually if there is a trigger for impairment. Management has determined a
CGU to be a site, e.g. an airport or a rail station. Management have exercised
significant judgement during the process relating to discount rates, future
growth rates and cash flows.
A Group-wide impairment trigger has not been recognised in FY25. Specific
impairment or reversal of impairment triggers have been recognised in
certain jurisdictions, primarily where country performance was poor and
sites are being exited.
Total impairments recognised related to fixed assets and ROU assets are
£50.7m and £33.8m respectively. Further details on impairments have been
set out in note 11.
The Committee challenged key judgements made by management. We reviewed the methodology
and checked to see if the rates were in a similar range with a comparator group whilst adjusting for
any Company specific factors. The updated discount rates were deemed to be reasonable.
We also challenged the consistency of forecasting assumptions used in this exercise against those
used for the goodwill impairment exercise. Whilst the CGU impairment exercise was carried out at
a much more granular level and management have exercised judgement based on their knowledge of
specific cash flows for each site, we noted that overall, the forecasting assumptions were consistent
with forecasts used for the goodwill impairment and going concern exercises.
Alternative
performance
measures
In addition to IFRS based performance measures, the Directors also use
alternative performance measures (‘APMs’) to provide additional useful
information on the underlying trends, performance and position of the
Group (see pages 46-48). These measures are neither defined nor specified
under IFRS and therefore are not intended to be a substitute for the same.
Furthermore, management have presented ‘pre-IFRS 16’ numbers and
commentary together with the IFRS numbers in the Financial Review and
other sections. This is because the pre-IFRS 16 basis is consistent with the
financial information used to inform business decisions and investment
appraisals. In management’s view presenting the information on a pre-IFRS 16
basis provides useful and necessary additional information to enhance the
reader’s understanding of the Group’s results.
The Audit Committee noted the guidance issued by the FRC in relation to the use of APMs and
considered whether the performance measures used provided meaningful insights for shareholders
into the Group’s results. The Committee also reviewed the treatment of items considered for separate
disclosure in the Annual Report and Accounts, ahead of their approval by the Board. The Committee
continued to support the judgements made by management regarding those items considered as
exceptional and requiring separate disclosure.
The Committee reviewed the ‘Pre-IFRS 16’ disclosures included in the current year and concluded that
these were reasonable to include in the Annual Report and Accounts for the year, noting that the Group
continues to receive feedback from users of the financial statements that this information was useful
and that similar companies continue to provide equivalent disclosures.
The Committee concluded that clear and meaningful descriptions had been provided for the APMs
used and that the relationship between these measures and the statutory IFRS based measures was
clearly explained. It was also concluded that the Committee supported the considered understanding
of the financial statements, and that the APMs had been accorded equal prominence with measures
that are defined by, or specified under, IFRS. In reaching its conclusions on APMs, the Committee took
account of management’s responses to its challenge and of the reporting received from and
observations made by the Auditor.
Audit Committee Report continued
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Audit Committee Report continued
Area Background Committee’s activities and conclusions
Fair, balanced
and understandable
financial statements
An intrinsic requirement of a Group’s financial statements is for the
Annual Report and Accounts to be fair, balanced and understandable.
The coordination and review of the Group-wide input into the Annual Report
is a sizeable exercise performed within an exacting timeframe, which runs
alongside the formal audit process undertaken by the external auditor.
The process to ensure that the Committee, and then the Board, are satisfied with the overall fairness,
balance and clarity of the document has been underpinned by:
•
guidance issued to contributors at an operational level;
•
a verification process dealing with the factual content of the reports;
•
a comprehensive review by the Directors and senior management team; and
•
the reporting received from management and the Auditors.
Taxa ti on The Group operates, and is subject to income taxes, in a number of
jurisdictions. Management is required to make judgements and estimates in
determining the provisions for income taxes and the amount of deferred tax
assets and liabilities recognised in the consolidated financial statements.
The Committee recognises that management judgement is required in
determining the amount and timing of recognition of tax benefits and an
assessment of the requirement to make provisions against the recognition
of such benefits.
During the year, the Group concluded that the continued strength of
US taxable profits supported the recognition of all remaining amounts
of the previously unrecognised US deferred tax assets, other than those
it considers are at risk of expiry. An amount of approximately £28.0m
remains unrecognised at the end of the year.
The Committee reviewed the Group’s tax strategy and received reports and presentations from the
Group Head of Tax, setting out the tax strategy and highlighting the principal tax risks that the Group
faces and the judgements underpinning the provisions for potential tax liabilities.
The Committee also reviewed the judgement made to recognise all amounts of the US deferred
tax assets except for those amounts relating to tax losses and credits considered to be at risk
of expiring, and took into account the recent changes to US tax legislation, and the dependency
of expiry outcomes on future discussions with minority interest partners.
The Committee also reviewed the results of the external auditor’s assessment of, and the recognition
and measurement of, the deferred tax assets and liabilities. Having done so the Committee was
satisfied with the key judgements made by management.
Going concern and
viability statement
In order to support its going concern assessment, the Group carries out
reviews of its available resources and cash flows regularly with a more
detailed viability assessment carried out on an annual basis.
In making the going concern assessment, the Directors have considered
forecast cash flows and the liquidity available over the going concern period.
In doing so they assessed a number of scenarios, including a base case
scenario and a severe but plausible downside scenario.
With some uncertainty surrounding the economic and geo-political
environment over the next twelve months, a downside scenario has also
been modelled, applying severe but plausible assumptions to the base case.
This downside scenario reflects a very pessimistic view of the travel
markets for the remainder of the current financial year, assuming sales
that are around 5% lower than the levels in the base case scenario.
The Committee challenged management’s trading and liquidity forecasts for both the base case
and the downside scenario, focusing on the reasonableness of the pace of recovery of passenger
numbers, continued access to financing and the ability to meet its existing financial covenants. We
noted that in both the base case and the downside case the Group would continue to have sufficient
liquidity headroom based on the forecast cash and committed available facilities. Furthermore, in
both its base case and its severe but plausible downside scenario, the Group would have headroom
against all of the applicable covenant tests at all testing dates during the period of assessment.
After careful review and taking into account observations made by the auditors following their review
of assumptions made by management, the Committee was satisfied and recommended to the Board
that the Directors should continue to adopt the going concern basis of preparation, and that based
on the current funding facilities available, the Directors could have a reasonable expectation that
the Group will be able to continue in operation and meet its liabilities as they fall due for a period
of at least 12 months from the date of approval of the financial statements.
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Audit Committee Report continued
Risk management and internal control
The Board has overall responsibility for the risk
management and internal control frameworks, and
for reviewing their effectiveness. This process is
overseen by the Committee on the Board’s behalf.
It is increasingly important that this is carried out
in the context of the social, environmental and
ethical matters relating to the Group’s business.
The Group’s systems of internal control
are designed to manage, rather than eliminate,
the risk of failure to achieve business objectives,
and can provide reasonable, but not absolute
assurance against material misstatement, loss,
fraud or breaches of law and regulations. The
Board has established a clear organisational
structure with defined authority levels.
The day-to-day management of risk and
maintenance of effective systems of internal
control is delegated to the Executive Directors
of the Group. The Executive Directors meet
with both operational and financial management
on a weekly and monthly basis to monitor
performance and discuss matters relating to
the management of risk and internal control.
Key financial and operational performance
measures are reported on a weekly and monthly
basis and are measured against both budget and
reforecasts in these meetings. A summary of the
Group’s risk management framework is set out
on pages 68-71. An overview of principal risks
is set out on pages 73-78.
As noted in the section on TCFD reporting
on pages 62-67, climate risks were reviewed and
considered by the Committee in giving its sign off
on the accounts (see also page 175).
The Committee reviewed the effectiveness
of the Group’s financial and other internal control
systems through the controls self-assessment
process, as well as through the reports of the
internal and external auditors during the year.
It subsequently reported on these matters
to the Board to allow it to carry out its review.
Business Controls
The Group Director of Business Controls and
the Group Director of Risk and Assurance provide
assurance over the controls framework, and
support management in identifying and
implementing solutions to internal control issues.
In particular, they have provided leadership and
input to our project to ensure compliance with
the requirements of the 2024 UK Corporate
Governance Code.
Compliance
Over the past year, the Group Compliance Function
(GCF) has continued to evolve, building on the
foundational work of centralising compliance
activities. This consolidation has enabled a more
strategic and cohesive approach to compliance
across SSP’s global operations.
Technology Integration
A key milestone in 2025 has been the active
integration of technology into our compliance
framework, moving from exploration to
implementation. The configuration of compliance
technology solutions is underway, designed to
address core risk areas including due diligence,
sanctions screening, and anti-bribery and
corruption (ABC) declarations and attestations.
While vendor-side changes have slightly delayed
the rollout, the programme remains a strategic
priority, with realignment efforts underway
to ensure a successful deployment.
This technology-driven transformation is central
to our ambition to create a globally consistent
compliance programme, enabling greater data
accuracy, streamlined processes, and more agile
risk management. By embedding digital tools
into our compliance operations, we are laying the
groundwork for a scalable and sustainable model
that can adapt to evolving regulatory landscapes.
Third-Party Risk Management
Independent third-line reviews have been
conducted across several compliance domains,
with a particular focus on third-party risk
management. These reviews have provided
valuable insights into programme effectiveness
and areas for improvement, reinforcing our
commitment to continuous enhancement.
Global Consistency
The GCF has focused on joining up disparate
elements of the compliance programme – from
third-party risk management and human rights
to whistleblowing and policy development – into
a cohesive framework aligned with SSP’s risk
exposure and best practice standards. This
integration has been supported by increased
engagement with regional and functional teams,
ensuring that compliance is embedded into
operational processes and not siloed.
Independent Reviews
To ensure robustness and accountability,
independent reviews have been conducted to
validate programme effectiveness and inform
strategic priorities. Additionally, in conjunction
with Slave-Free Alliance, our People Team has
updated the Global Human Rights Policy to
explicitly include the Employer-Pays-Principle
(EPP) and has developed a Migrant Worker
Standard to support ethical recruitment and
employment practices.
Future Outlook
Looking ahead, the Group Compliance Function
remains focused on finalising the technology
solution and embedding it across all compliance
workstreams. Efforts will continue to strengthen
regional alignment through consistent standards
and shared tools, expand training and advisory
support, and conduct further independent
reviews to validate programme effectiveness.
This year’s progress marks a pivotal shift towards
a digitally enabled, risk-aligned, and globally
consistent compliance programme, positioning
SSP to meet its legal, regulatory, and ethical
obligations with confidence and resilience.
Internal audit
The purpose of the internal audit function is
to strengthen our ability to create, protect, and
sustain value by providing the Board, the Audit
Committee and management with independent,
risk-based, and objective assurance, advice,
insight, and foresight in relation to SSP’s systems
of internal control.
Deloitte LLP (‘Deloitte’) act as co-sourced internal
audit provider to the Group, working in partnership
with our newly-formed in-house team. The partner
responsible for our co-sourced service reports to
the Group Director of Risk and Assurance and is
a regular attendee at the Audit Committee.
The strategic internal audit plan is risk-based,
informed by a detailed and comprehensive
Group-wide risk review as well as the Board’s view
of Principal Risks and risk appetites, ensuring that
internal audit resources are directed to key areas
of risk to the business.
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Audit Committee Report continued
The Committee considered the outputs from
the 2025 strategic internal audit plan, reviewed
management’s responses to the matters raised
and ensured that any agreed actions were timely
and commensurate with the level of risk, whether
real or perceived.
The Committee concluded that, based on the
results of the work undertaken by internal audit,
the controls self-assessment exercise and other
sources of assurance and reports received during
the year, there is an effective risk management
framework in place, and there has been substantial
and accelerated progress in the maturity of the
Group’s internal control framework over the past
year. The Committee is confident that our new
internal audit delivery model, coupled with
further planned enhancements to the controls
self-assessment process and the delivery of the
Provision 29 material controls project, will result
in further significant strides in our maturity
journey in FY26.
The Committee reviewed the performance of
the internal audit function and the effectiveness
of assurance processes with the support of the
Group Director of Risk and Assurance, who
implemented an action plan to enhance the
effectiveness of the function under the new
co-source arrangement. The function operates
in alignment to the Chartered Institute of Internal
Auditors’ standards, and successfully delivered
the FY25 strategic internal audit plan, delivering
high quality assurance and insights to the Audit
Committee. The Committee concluded that the new
co-sourced internal audit function is operating
effectively and with appropriate independence,
in coordination with other sources of assurance.
External audit
The effectiveness of the external audit process and
independence of KPMG LLP (KPMG), the Group’s
external auditor, is key to ensuring the integrity
of the Group’s published financial information.
Prior to commencement of the audit, the
Committee reviewed and approved the audit plan
to gauge whether it was appropriately focused.
KPMG presented to the Committee its proposed
plan of work, which was designed to ensure there
are no material misstatements in the financial
statements. The Committee considered the
accounting, financial control and audit issues
reported by the external auditor that flowed from
their audit work. The Committee specifically asked
KPMG to consider whether, based on their financial
statements audit work, the information in the ARA
is materially misstated or inconsistent with the
financial statements or their audit knowledge.
Similarly to the prior year, the Committee asked
KPMG to consider the accounting treatment
of US Deferred Tax Assets and in addition to
pay specific attention to the disclosure of
non-underlying items.
The Committee carried out an assessment of
the external audit process during the financial
year, including KPMG’s role in that process. The
Committee also considered the robustness of the
audit process, including the level of challenge given
by KPMG to critical management judgements and
assumptions and the extent to which professional
scepticism was shown by KPMG. This took account
of the Committee’s own discussions with the
external auditor on the work performed around
areas of higher audit risk. It also took account of
discussions on the Auditor’s conclusions on those
areas, and the depth of the auditor’s understanding
of the Group’s businesses.
The review of audit effectiveness was supported
by the results of discussions with individual
Committee members and questionnaires
completed by senior finance personnel both
at Group and in country, along with key members
of the legal and tax departments.
The survey covered areas such as communication,
the audit approach and scope, the calibre of the
audit teams, technical expertise, and independence.
The survey indicated overall satisfaction with the
services provided by KPMG and the Committee
was satisfied with KPMG’s responses to the points
raised in the survey. Further, the Committee
considered that KPMG provided good challenge
to management to ensure the integrity of financial
reporting. Each year the Committee considers the
annual review by the FRC’s Audit Quality Review
Team and challenges KPMG to ensure continuous
improvement. The results and feedback from the
review of audit effectiveness are incorporated
in the next year’s external audit plan.
The establishment of a co-sourced internal audit
function has enabled us to enhance the breadth,
depth and volume of independent assurance
provided to the Audit Committee. An inevitable
consequence of this has been an increase in
the number of findings identified and
recommendations raised by our internal audit
function. The Committee has been pleased with
the response of our leadership and management
teams in prioritising the rapid remediation of
control issues identified by internal audit, and by
what has been a visible acceleration of the quality
and maturity of SSP’s internal control environment.
In addition to the Group Risk Committee and
Audit Committee, the outputs of internal audit
activity are reported to regional risk committees,
providing regional leadership with regular visibility
and oversight of key internal control matters, and
facilitating the prompt remediation of identified
control issues. Where control deficiencies are
noted through the assurance work performed,
internal audit perform follow-up reviews and visits
to support and drive successful remediation.
Internal audit provide updates on progress and
the outputs of the internal audit plan at each
meeting of the Audit Committee. The strategic
internal audit plan is risk-based, with a focus on
providing appropriate assurance coverage over
Principal Risks and the risks identified in Group,
regional and country risk registers. The strategic
internal audit plan is prepared in accordance with
the standards promoted by the Chartered Institute
of Internal Auditors. The Committee monitors the
effectiveness of internal audit plan in accordance
with the Group’s ongoing requirements.
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Strategic reportOverview
116 SSP Group plcAnnual Report 2025
Audit Committee Report continued
Tender for the external audit
KPMG was originally appointed as external
auditor in 2006 while the Company was privately
owned, starting its role as auditor to a publicly
listed Company on the Group’s IPO in 2014.
Following a formal tender process in 2015,
KPMG was reappointed as external auditor
at the 2016 AGM. The audit partner for the year
ended 30 September 2025 is Lourens de Villiers.
This is his third year in the role following
partner rotation.
Under the Statutory Audit Services for Large
Companies Market Investigation (Mandatory
Use of Competitive Tender Processes and
Audit Committee Responsibilities) Order 2014
(the ‘CMA Order’), the Group was required to
put its external audit process to tender during
FY25 for the year ending 30 September 2026.
The Committee confirms that it complies with
the provisions of the CMA Order and that there
are no contractual obligations that restrict
the Company’s choice of external auditor.
The Committee decided not to invite KPMG to
re-tender for the audit given their 20-year tenure,
during which the company will have been publicly
listed for 12 years; the decision was taken to
reflect the spirit of the CMA Order regarding
tenure and should not be seen as any reflection
on KPMG’s performance. The Committee would
like to sincerely thank KPMG for its many years
of excellent service, rigorous challenge, support
and high quality external audit outputs.
The planning and preparation process for the
tender for new external auditors enabled both
‘Big 4’ and mid-tier firms to submit proposals, and
following a detailed and rigorous process, Grant
Thornton was selected on the basis of its tender
documentation, audit quality credentials, value
proposition, and senior-level involvement,
commitment and enthusiasm for our business.
Grant Thornton showed that it has the scale and
capability to successfully deliver our external
audit whilst bringing new perspectives to the
process, and will be recommended for appointment
as SSP’s external auditor at the 2026 AGM.
Auditor independence and
non-audit services policy
The Committee reviews the formal policy
governing the engagement of the external
auditors to provide non-audit services on an
annual basis. It sets out the circumstances in
which the auditor may be engaged to undertake
non-audit work for the Group. The Committee
also oversees compliance with the policy and
considers and approves requests to use the
auditor for non-audit work.
Recognising that the auditor is best placed to
undertake certain work of a non-audit nature, e.g.
audit-related services, engagements for non-audit
services that are not prohibited are subject to
formal review by the Committee based on the
level of fees involved, with reference to the 70%
cap that applies. Non-audit services that are
pre-approved are either routine in nature with a
fee that is not significant in the context of the audit
or are audit-related services. The Group’s non-audit
services policy was reviewed in the year with no
material changes, and the Committee is satisfied
that the policy remains in line with the latest
ethical guidance.
Details of fees payable to the external auditor
are set out in note 5 on page 183. In 2025, non-audit
fees represented approximately 15% of the audit
fee. KPMG has provided services to certain Group
companies and the non-audit fees in 2025 included
£0.6m of fees for other assurance services.
The external auditor reported to the
Committee on its independence from the
Group and confirmed it had complied with
the independence requirements as set out
by the APB Ethical Standards for Reporting
Accountants. The Committee is satisfied that
KPMG has adequate policies and safeguards
in place to ensure that auditor objectivity
and independence are maintained.
KPMG fees
The total fees paid to KPMG in the year ended
30 September 2025 were £4.3 million, of which:
Audit services
£1.4 million – audit of these financial statements
£2.3 million – audit of financial statements
of subsidiaries
Other assurance services
£0.6 million – other assurance services
Included within the current year’s auditor’s
remuneration is a sum of £0.4m relating to
FY24 fees which were not finalised at the
end of last year.
Further disclosure of the remuneration paid to KPMG
can be found in note 5 on page 177.
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117 SSP Group plcAnnual Report 2025
Remuneration Committee Report
“We thank all our
colleagues around the
world for their hard work
and commitment shown
throughout this past year.”
Carolyn Bradley
Chair
Our highlights in FY25 Meeting attendance
Our priorities for FY26
Colour key to our
Remuneration Report
Time spent
•
Continued focus and commitment to aligning
incentives with our strategy and shareholder
experience, including a review of the bonus
financial measures.
•
Communicated and implemented the first
award under the new approved long term
incentive plan.
•
Alignment of salary review for all salaried
colleagues to the start of the financial year.
•
Continuing to simplify and streamline our
core processes for our wider workforce,
including the continuation of the rollout
of our HRIS system globally.
•
Continue to develop and evolve our total
performance and reward strategy including
activating our newly launched global values
to reinforce a high-performance culture.
•
Continue reviewing and shaping executive
remuneration to ensure it aligns with
SSP’s strategic priorities and Group’s
long-term ambitions.
Fixed Remuneration
Annual Bonus
Long-term Incentives
Executive
Remuneration
Policy
Executive
Remuneration
Practice
Remuneration
Outcomes
Wider workforce
The Remuneration Committee is chaired by
Carolyn Bradley. All other members of the
Committee are independent Non-Executive
Directors.
Director
Date appointed
as member
Number of
meetings
attended
Carolyn Bradley 1 October 2018 5/5
Apurvi Sheth 1 January 2022 5/5
Judy Vezmar 1 August 2020 5/5
The Remuneration Committee terms of reference
can be found at www.foodtravelexperts.com
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118 SSP Group plcAnnual Report 2025
Remuneration Committee Report continued
Responsibilities of the Committee Activities in the year Outcomes Page
Executive Remuneration Policy
Ensure the objective of the executive remuneration policy
is to retain and motivate executives who will promote and
deliver the Company’s long-term sustainable success.
•
Following the review of our policy last year, we determined
no further changes were required; however we have
reviewed arrangements to ensure they continue to support
the Company’s strategic focus and priorities.
•
No changes proposed as we are in the first year of a
three year cycle and we only introduced the Performance
Share Award last year.
141-144
Executive Remuneration Practice
To consider and determine all elements of executive
remuneration and review the ongoing appropriateness
and relevance of the applicable practices.
•
We completed a structured review of our practices
for the year ahead, as well as our year end outcomes.
•
For FY26, we have reviewed our bonus financial measures
to ensure continued alignment.
•
No adjustments required for the measures related to the
Performance Share Award. Continuing with EPS, ROCE
and TSR targets set for the December 2025 award.
•
For annual bonus, we have updated the metrics to be EBIT
(after deductions for minority interests and additions for
associates) and EPS, whilst also introducing FCF to
strengthen alignment to strategic priorities.
132-133
Remuneration Outcomes
To consider and determine all elements of remuneration
of the Group Executive Committee and ensure link between
pay and performance.
•
Assessed the outcomes of the annual bonus and Restricted
Share Awards against the targets set at the beginning of the
performance period to ensure the outcome is reflective of
company performance.
•
Reviewed reward packages for new Group Executive
Committee members.
•
To align outcomes to shareholder experience, the
Committee reviewed the annual bonus and concluded
discretion would be applied to the overall outcome for
all Executive Directors. Restricted Share Plan outcomes
were also reduced by 20% to reflect the performance
against the underpins.
125-129
Wider workforce
To review workforce remuneration and related policies across
the Group and have regard to them when setting the executive
remuneration policy and determining their outcomes.
•
Continued to review wider workforce remuneration
in parallel with the relevant cyclical reward activities
(e.g., salary, bonus and LTIP) to ensure executive reward
decisions are proportionately considered.
•
Ensured continued alignment of wider workforce incentives
and rewards with our new values and culture.
•
Global wider workforce remuneration policy and practice
presented to Committee for review and consideration.
•
Summary of wider workforce outcomes (salary review
and annual bonus) presented to Committee alongside
executive proposals.
•
Committee responsibilities continued to include
all-employee share plans, and ensuring they operate
in accordance with the rules of the scheme.
121, 129
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119 SSP Group plcAnnual Report 2025
Remuneration Committee Report continued
Statement by the Chair of
the Remuneration Committee
Dear Shareholder,
Introduction
On behalf of the Board and the Remuneration
Committee, I am pleased to present the Directors’
Remuneration Report for the year ended
30 September 2025, which contains:
•
the annual remuneration report, describing
how the Directors’ Remuneration Policy has
been applied in FY25 and how we intend to
implement pay in FY26
•
the Directors’ Remuneration Policy, which was
approved by shareholders at the 2025 AGM
Performance context
On behalf of the Remuneration Committee,
I would like to take this opportunity to add our
thanks to our colleagues around the world for the
hard work and commitment that they have shown
throughout this past year. The Strategic Report
outlines the progress made both against our
strategic objectives and in our year-on-year
financial performance.
This year was all about delivering a tighter
agenda to drive stronger returns across the Group
following a period of significant investment to
catch up and further grow the business as we
emerged from the pandemic. Despite an unsettled
macro and travel environment in several of our
markets, we delivered a resilient performance.
Revenue increased to £3.6 billion with full year
operating profit at c.£223m (at actual currency
on an underlying pre-IFRS 16 basis) with a
corresponding margin of c.6.3% (at constant
currency). Three of our four divisions performed
well; however, our Continental Europe division
– in particular France and Germany – continued
to face challenges. As a result of the scale of the
Board changes
As announced in January this year, after 20 years
of service, Jonathan Davies notified the Board
of his intention to retire. Jonathan stepped down
from the Board on 30 September 2025 and will
continue to serve as Deputy CEO until the end
of December 2025, including his leadership role
in respect of TFS our recently IPO-ed joint venture
business in India. Jonathan’s remuneration for
the year was treated in accordance with the
Company’s approved Remuneration Policy,
and details of his arrangements in respect of his
departure are set out on page 131 of this report.
Geert Verellen joined SSP as CFO Designate
in April 2025, joining the board as Group CFO
on 9 June 2025. Details of Geert’s remuneration
arrangements on joining SSP are disclosed on
page 131 of this report.
Remuneration for FY25
FY25 annual bonus outcomes
The bonus framework for Executive Directors
was 80% based on financial measures with 20%
based on strategic objectives. For FY25 the
financial measures continued to be split between
EBIT (60%) and EPS (20%).
For the financial measures, we currently operate
a structure where a bonus begins to be earned
once the threshold level of performance is
achieved (i.e. 0% at threshold), up to target (50%)
and then maximum earned position for stretch
performance.
We set a stretching Group EBIT target of
£244.5m for FY25, on a constant currency basis,
which represented an increase of 19% compared
to the actual out-turn for FY24. Driven by resilient
revenue growth in an unsettled macro-economic,
EBIT performance in the year was £233.0m, just
above the threshold target of £232.2m.
interventions we deemed necessary to deliver a
sustainable improvement, as well as the difficult
overall market and Rail and MSA channel
environments in these countries, the division
did not achieve the operating profit margin target
we set out this time last year. Nevertheless, we
continue to make progress against our plan and
expect to see the results of our actions in FY26.
Underlying pre-IFRS 16 earnings per share for
the full year were 11.9p at actual exchange rates,
a 19% year on year increase, in the middle of our
planned range, and reflecting lower-than-expected
interest charges, minority interest costs and
expected effective tax rate, as well as increased
associate income. We materially improved the
cash generation of our business and were pleased
to commence a £100m share buyback programme
in October.
In addition, our full year Group ROCE, the measure
we defined last year to capture the returns that
accrue to SSP shareholders (and a key component
of our PSA) strengthened further from last year’s
result of 17.7% to 18.7% in FY25.
We reviewed the reward outcomes for the
year with consideration to the above financial
information, the shareholder experience, and
recognising that important progress has been
made in other critical strategic areas. Taking all
this into account, judgment and discretion were
applied to both the annual bonus outcome and
RSP vesting as detailed below.
Looking ahead to FY26, there is more for us to
do to strengthen performance and accelerating
momentum in cash generation will be a key
focus for the Group. This priority will be clearly
reflected in the financial metrics for next year’s
bonus framework.
The EPS target was also set a stretching level
of 12.8p on a constant currency basis. As was
the case for FY24, we chose not to set a threshold
position for the EPS measure, meaning above
target performance was required for any bonus to
be earned for this element. Under this framework
FY25 EPS performance (on a constant currency
basis) was 12.5p, slightly below the target of
12.8p, resulting in a 0% outcome for this element.
Performance against the EBIT and EPS elements
resulted in a bonus outcome of 2% of maximum
for the financial measures.
The Committee also reviewed the strategic
objectives for each executive director and the
progress made during the year. Against these
objectives the Committee assessed performance
as 13% of 20% for Patrick Coveney, 16% out of
20% for Geert Verellen and 12% out of 20%
for Jonathan Davies. Details of performance
achieved against these objectives are provided
on pages 126 to 128.
On reviewing these outcomes, the Committee
acknowledged the significant progress made
against the non-financial strategic targets relating
to sustainability, clients and customers. However,
the Committee was also mindful of the shareholder
experience and the impairments made in order
to reset the balance sheet for the future.
Accordingly, the Committee decided to apply
downward discretion to the financial outcomes
resulting in a nil payout on these measures.
Overall annual bonus outcomes were therefore
13% of maximum for Patrick, 16% of maximum
for Geert (pro-rated for the period from 9 June),
and 12% of maximum for Jonathan. The Committee
reflected on these outcomes given the overall
performance of the Group and determined that
this modest bonus outcome was appropriate.
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120 SSP Group plcAnnual Report 2025
Remuneration Committee Report continued
AGM 2025
Long-term Incentive Review
The Committee was pleased that the Directors’
Remuneration Policy, which included the
re-introduction of Performance Share Awards,
received strong support from our shareholders
at the 2025 AGM, with over 95% votes in favour.
The resolution on the 2024 Directors’ Remuneration
Report was also supported by a strong majority
of shareholders (83.5%). Our FY25 AGM
remuneration votes reflected what we heard in
dialogue with our shareholders, with very positive
support for our reverting to Performance Share
Awards, but some mixed views on specific
measures and targets. Performance measures
and targets have remained an area of focus for
the Committee during the year.
Remuneration for FY26
Salary increases
This year, the salary reviews for Executive
Directors and other colleagues were aligned to
take effect from 1 October 2025. In determining
the salary increases, we have continued to consider
external and internal factors alongside the
continued demand for talent. In this context the
Committee has agreed to award a salary increase
of 2% to both the CEO and CFO. This is below the
average salary increases for our UK hourly and
salaried wider workforce, who received average
increases of 5.8% and 5.2% respectively.
Vesting of RSP awards
The three-year performance period for
2022-25 RSP awards granted under our previous
Directors’ Remuneration Policy was completed
on 30 September 2025. As in previous years,
the Committee undertook a qualitative and
quantitative assessment of performance over
the three-year period, with consideration of
multiple indicators in relation to each of the three
underpins, as well as performance in the round
to determine the overall outcome. Based on this
assessment and the overall experience of
shareholders over the three year period the
Committee determined that 20% of the awards
will lapse, with the remainder vesting in December
2025. Further narrative on the RSP award
assessment is included on page 129.
Buy-out awards vesting during the year
At the point of hire, Patrick Coveney was granted
share awards to replace both deferred bonus
shares and tranches of a performance share plan
(PSP) previously granted by his former employer.
More information regarding this arrangement is
available in the FY22 Annual Report. The final
instalment of this buy-out related to his deferred
bonus shares, which fully vested in April 2025.
Overall performance outcomes
The Committee reviewed the outcomes for
FY25 in the wider context of the experience of
the Group, its colleagues, its shareholders and its
wider stakeholders. Overall, we considered that
they fairly represented the performance
achieved by the Group and the management
team during the year.
FY26 annual bonus measures
We continue to evolve our performance measures
to align with our strategic focus in FY26. Aligned
with these financial aspirations, we are updating
the metrics used in our Annual Bonus Plan for
our Executive Directors. In FY26, 100% of the
award will be determined by financial delivery.
The operating profit component, now adjusted
to be after deductions for minority interests and
additions for associates, will represent 40% of
the overall award. EPS will remain in the plan and,
this year will represent 30% of the overall award.
In addition, a free cash flow component will be
introduced which will represent 30% of the overall
award (all on a pre-IFRS 16 underlying basis).
Strategic objectives related to sustainability,
customers and clients, and people and organisation
will continue to be set and assessed but for FY26
will not form part of the bonus. This approach will
ensure that whilst near term financial objectives
are prioritised, we will also continue to target
sustained growth through strategic objectives.
The specific financial targets will be disclosed in
the FY26 annual report when they are no longer
considered to be commercially sensitive.
FY26 PSA awards
In line with our approved Policy, Executive
Directors will continue to receive PSA awards
of up to 200% of salary, which are subject to the
achievement of stretching performance targets.
After the first year of operation of the PSA under
our current Policy, and following a thorough
review, the Committee decided to maintain the
same performance measures for the awards to
be granted in FY26. The performance measures
will therefore continue to be EPS (50%), ROCE
(25%) and Relative TSR (25%). Further detail
on the targets for these awards are included
on page 133 of this report.
Looking forward
As we look to FY26 our remuneration
framework for Executive Directors and senior
leaders continues to be strongly aligned to the
success of the business and the experience
of shareholders. We are satisfied that the
remuneration outcomes for FY25 are
appropriate in the context of performance
achieved in the year, and that our remuneration
policy remains aligned with our strategy.
The Committee remains committed to an open
and transparent dialogue with shareholders on
executive remuneration at SSP. We appreciate
our ongoing dialogue and look forward to your
continued support.
The Directors’ Remuneration Report has been
approved by the Board and signed on its behalf by:
Carolyn Bradley
Chair, Remuneration Committee
3 December 2025
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121 SSP Group plcAnnual Report 2025
Executive Directors
Remuneration outcomes for the year ended
30 September 2025
The table below provides a high level overview of what
our Executive Directors earned in 2025.
All figures shown in £000
Fixed pay
(salary, pension
and benefits)
Annual bonus
Restricted Share
Award vesting
Patrick Coveney 892 188 463
Geert Verellen
1
315 40 –
Jonathan Davies
2
581 99 308
1 Joined the Company as an employee on 7 April 2025 and appointed to the Board
as an Executive Director on 9 June 2025. Figures relate to period from 9 June 2025.
2 Retired as Executive Director on 30 September 2025.
Annual revenue (£m)
2025
2024
2023
2022
834
1,433
2021
2020
2,185
3,433
3,639
3,010
Pre-IFRS 16 underlying Operating profit/(loss) (£m)
2025
2024
2023
2022
-212
2021
2020
-209
164
223
206
30
Equity Exposure of our Executive Directors
Patrick Coveney
Geert Verellen
Jonathan Davies
656%
168%
599%
200%
329%
250%
926%
200%
168%
327%
327%
2025 Minimum Shareholding Requirement Actual Shareholding/DSBP awards Interests in unvested/unexercised Shares
Performance outcomes for the year ended
30 September 2025
Overview of implementation of Policy in FY26
A summary and comparison of the proposed 2026 financial year and 2025 financial year Executive Director packages is set out below.
Element of remuneration
Patrick Coveney Geert Verellen
1
Jonathan Davies
2
2026 2025 2026 2025 2026 2025
Base salary
3
£842,650 £826,150 £550,800 £540,000 n/a £549,000
Pension (% of base salary) 3% 3% 3% 3% n/a 3%
Annual bonus maximum (% of base salary) 175% 175% 150% 150% n/a 150%
Annual bonus measures Financial Financial and Strategic Financial Financial and Strategic n/a Financial and Strategic
Annual PSA (% of base salary) 200% 200% 175% 175% n/a 200%
Shareholding requirement (% of base salary) 250% 250% 200% 200% n/a 200%
1 Joined the Company on 7 April 2025 and appointed to the Board as an Executive Director on 9 June 2025.
2 Stepped down as an Executive Director on 30 September 2025.
3 Patrick Coveney and Geert Verellen received a 2% salary increase effective 1 October 2025, which is below the average salary increases received by the wider UK colleagues. The next salary review will take place in October 2026. Jonathan Davies did not receive a salary increase.
Remuneration at a glance
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Remuneration Committee Report continued
Corporate governance code provision 40 disclosure
In line with the 2018 UK Corporate Governance Code, which the Company is reporting against for this financial year (see page 97), the Committee considered the factors set out below in the implementation
of the Remuneration Policy for FY25, considers that the executive remuneration framework appropriately addresses these factors.
Clarity
•
The Committee is committed to providing open and transparent disclosures regarding our executive remuneration arrangements.
•
We continue to have regular dialogue with our shareholders.
•
We sought to explain our Remuneration Policy in a way that highlights its alignment to our strategic priorities as well as good governance practices under the UK Corporate Governance Code
and investor guidance (see our strategic priorities section of this report for further details).
Simplicity
•
Remuneration arrangements for our executives and our wider workforce are simple in nature and well understood by both participants and shareholders.
•
In designing our revised Long-term Incentive Plan, we considered the best balance of measures that were right for our business, but also externally recognisable and therefore simple to interpret
both internally and externally.
•
Return to Performance Share Awards (PSA) is a model that aligns our senior management team to the experience of our shareholders.
Risk
•
The Committee considers that the structure of incentive arrangements for Executive Directors and senior management does not encourage inappropriate risk-taking.
•
Our annual bonus targets are set to ensure that maximum can only be earned for delivering truly exceptional performance while not encouraging risk-taking.
•
PSAs will be granted, based on a combination of financial measures that strengthens alignment to shareholder interests and experience.
•
Annual bonus deferral, the PSA post-vesting holding period and our in-employment and post-employment shareholding requirements provide a clear link to creating sustainable, long-term value
for shareholders.
•
Malus and clawback provisions also apply to our incentive arrangements, and the Committee has overarching discretion to adjust formulaic outcomes to ensure that they are appropriate
after assessing performance in the round.
Predictability
•
Our Policy contains details of opportunity levels under various scenarios for each component of pay.
Proportionality
•
The Committee considers business and individual performance from a range of perspectives. Poor financial performance is not rewarded.
•
We operate a rigorous structure where a bonus begins to be earned once the threshold level of performance is achieved.
Alignment to culture
•
Any financial and strategic targets set by the Committee are designed to drive the right behaviours across the business.
•
We have long maintained a view that the remuneration incentives structure should be aligned for senior leaders and the executive team. We have determined that the best approach to ensuring
this alignment is to utilise the same bonus and long-term incentive plan structure for all eligible colleagues and therefore outcomes are applied on the same basis for the same performance outcome.
This approach also allows for the alignment of communication on bonus and long-term incentives outcomes across all regions.
•
As part of our review of the Remuneration Policy, the Committee considered our approach to remuneration throughout the organisation to ensure that arrangements remain appropriate in the context
of our strategy, values and approach to reward for our wider workforce.
•
Our remuneration incentives are aligned to our global values and our ‘Recipe for Success’ which are the behaviours we expect of our leaders and colleagues.
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Remuneration Committee Report continued
Annual report on remuneration
Single total figure of remuneration – Executive Directors (audited)
The following table provides a summary single total figure of remuneration for the 2024 and 2025 financial years for the Executive Directors.
Salary and Fees¹ Benefits Pension Annual Bonus Long-term Incentives²
,
³
,
⁴ Other⁵ Total fixed remuneration Total variable remuneration Total
All figures shown in £000 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Patrick Coveney 826 802 41 40 25 24 188 211 463 487 153 – 892 866 804 698 1,696 1,564
Geert Verellen⁶ 169 – 141 – 5 – 40 – – – – – 315 – 40 – 355 –
Jonathan Davies 549 533 16 16 16 16 99 120 308 393 – – 581 565 407 513 988 1,078
1 Salary and fees – this represents the base salary and fees paid in respect of the relevant financial year.
2 The share prices used to determine the 2024 and 2025 values, as set out in note 3 and 4 below, are lower than the grant prices for the respective awards. As such, no amount of the value disclosed for 2024 and 2025 is attributable to share price appreciation during the performance or vesting periods.
3 Long-term incentives 2025 – the values presented for Patrick Coveney and Jonathan Davies are calculated using the average mid-market closing share price for the fourth quarter to the year ended 30 September 2025 (£1.6617).
4 Long-term incentives 2024 – The value presented for Jonathan Davies is calculated using the mid-market closing share price on the date the award vested – 9 December 2024 (£1.8710) and 25 February 2025 (£1.7085). The value presented for Patrick Coveney is calculated using the mid-market closing
share price on the date the award vested – 11 April 2025 (£1.3875).
5 Other – amounts relate to the vesting of a deferred bonus buy-out award for Patrick Coveney. The value was calculated using the mid-market closing share price of £1.3875 on the date of vest. This was the final installment of buy-out awards received on joining.
6 For Geert Verellen, details for salary, pension and annual bonus relate to earnings for period from 9 June 2025 on becoming an Executive Director. Benefits relate to full period from joining including relocation related benefits.
Additional disclosures in respect of the single figure table
Base salary
Executive Director annual base salaries in the 2025 financial year (audited)
From 1 October
2025
From 1 October
2024 or on
joining Change
Patrick Coveney £842,650 £826,150 2%
Geert Verellen £550,800 £540,000 2%
Jonathan Davies n/a £549,000 n/a
The salary increases for Patrick Coveney and Geert Verellen were determined in September 2025 at
the same time as other colleagues and made effective 1 October 2025. The next salary review will take
place for all colleagues in October 2026.
The amount of remuneration received by Non-Executive Directors is set out on page 134.
Benefits
During the year, Patrick Coveney, Geert Verellen and Jonathan Davies received benefits totalling £41k,
£141k and £16k respectively. These benefits included private medical insurance (for the executive and
their family), life assurance, car allowance, company fuel card and home to work travel (including any
associated tax paid) and participation in the UK SIP. Geert Verellen’s benefits also include relocation costs.
Details of shares held by Executive Directors under the UK SIP are set out below:
Total SIP
shares held
at 1 October
2024
Shares
acquired
during
financial
year
Matching
shares
awarded
during
financial
year
Dividend
Shares
acquired
during
financial
year
Shares sold
during
financial
year
Matching
shares
forfeited
during
financial
year
Dividend
Shares sold
during
financial
year
Total
SIP shares
held at 30
September
2025
Jonathan Davies 8,204 906 453 1910009,754
Patrick Coveney and Geert Verellen do not currently participate in the UK SIP.
Pensions
The table below sets out the pension arrangements for our Executive Directors that were in force
during the year. The pension allowance is in line with the rate applicable to the wider workforce.
Director Pension type Pension level (% base salary)
Patrick Coveney Cash in lieu of pension 3%
Geert Verellen Cash in lieu of pension 3%
Jonathan Davies Cash in lieu of pension 3%
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Remuneration Committee Report continued
Annual Bonus
The bonus framework for Executive Directors for the year ended 30 September 2025 was assessed
on financial performance accounting for 80% of the bonus, with the remaining 20% opportunity
determined by achievement of key strategic objectives. The 80% financial component of the bonus
was assessed on 60% Group EBIT (on a pre-IFRS 16 basis at constant currency) and 20% EPS at
constant currency. Both the EBIT and EPS target ranges were considered to be appropriate on
a year-on-year basis.
The EBIT target on a constant currency basis for FY25 represented an increase of 19% compared
to the actual out-turn for FY24. For EPS, the Committee determined that target and stretch positions
would be set, with no payout for performance below target.
The assessment against this framework is set out in the column to the right, with Patrick Coveney,
Geert Verellen and Jonathan Davies receiving bonuses as set out in the table below.
Annual bonus payout in the
2025 financial year (audited)
Maximum bonus
opportunity
Bonus formulaic
outcome
(% of maximum)
Actual bonus
received as cash
(£)
Actual bonus
deferred into shares
(£)¹
Patrick Coveney 175% 13% 125,925 62,023
Geert Verellen² 150% 16% 20,238 20,239
Jonathan Davies 150% 12% 66,209 32,611
1 Deferral policy: Executive Directors will be required to defer a minimum of 33% of any bonus received into the Group’s shares, where they meet
their minimum shareholding requirement, and 50% where they do not.
2 Geert Verellen’s bonus reflects time served as a director of the company, from 9 June 2025.
In determining the level of bonus payable to the Executive Directors, the Committee considered the
wider performance of the Group. As detailed below, EBIT performance was slightly above threshold,
while EPS performance was below target performance. Based on these outcomes and being mindful
of the experience of shareholders, the Committee decided to apply downward discretion to the financial
outcomes resulting in a nil payout on these measures for Executive Directors. The Committee also
assessed the Executive Directors’ achievements against their strategic objectives that were set at the
start of the year. Although financial results were just above threshold target, significant progress was
achieved on several strategic priorities, with the Executive Directors delivering meaningful improvements
throughout the year. The Committee assessed the achievement against these objectives as 13%, 12%
and 16% (out of 20%) for Patrick, Jonathan and Geert respectively. Geert’s outcome recognises his
strong start since joining SSP. Full details of performance against these objectives are provided
on pages 126-128.
In accordance with the Policy, both Patrick and Jonathan have satisfied their minimum shareholding
requirement, and consequently 33% of their annual bonus will be deferred into shares. Geert, who
joined the Board during the year, has not yet met the requirement; therefore, 50% of his annual bonus
will be deferred into shares.
A full breakdown of performance against the financial and non-financial targets is set out below
and on pages 126-128.
Financial performance
The table below sets out a summary of performance against the financial targets. All figures shown
below are based on an underlying (pre-exceptional) pre-IFRS 16 basis at constant currency.
Targets as set at the start of FY25
Threshold
(0% of maximum)
Tar ge t
(50% of maximum)
Maximum
(100%)¹ 2025 performance²
EBIT (£m) 232.2 244.5 256.7 233.0
1 The maximum target represented a 23.9% year-on-year increase on our FY24 EBIT performance of £207.1m and we remain confident that this was
an appropriately stretching target when set at the beginning of the financial year.
2 Performance is assessed on a like-for-like basis and excludes unbudgeted one-offs such as M&A.
Targets as set at the start of FY25
Threshold
(0% of maximum)
Tar ge t
(50% of maximum)
Maximum
(100%) 2025 performance
1
EPS n/a 12.8p 13.3p 12.5p
1 Performance is assessed on a like-for-like basis and excludes unbudgeted one-offs such as M&A.
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125 SSP Group plcAnnual Report 2025
Remuneration Committee Report continued
Strategic objectives
A summary of our Executive Directors’ performance against strategic objectives and how they link to our overall Group Strategy, is shown below. For further details on the output of delivering the strategic
objectives see the strategy section of the Strategic Report outlined from page 18.
Patrick Coveney – Group CEO
Objective
(20% maximum)
Link to strategic
priorities Targets Performance assessment
Sustainability
•
Mobilise organisation (and clients, brand partners and suppliers) for delivery
of targets and the continued implementation of initiates to reduce GHG emission
and drive progress toward net zero.
•
Progress business preparations to meet requirements of new ESG regulations,
including the EU Corporate Sustainability Reporting Directive (CSRD) and EU
Deforestation Regulation (EUDR) which will impact the business from FY2026.
•
Delivery of targets by 30 Sept 2025 deadline, with any shortfalls within risk appetite and credibly
justified by external factors, scale up key net-zero initiatives including People & Planet Menu
Framework, Klimato carbon recipe assessments and labelling, Sustainable Build Standards
and Automatic Meter Readers.
•
Completion of a CSRD-aligned double materiality assessment with material issues incorporated into
an evolved Sustainability Strategy and formally approved by the Board; EUDR processes developed
and approved ahead of regulation taking effect.
Deliver
Strategy
•
Build returns on capital from Capex and M&A investments of FY23-25 in line
with investment cases.
•
Create improved levels of transparency on SSP value through crisp Investor
Communications on drivers of value – including greater transparency on value
of Indian business.
•
Sustain strong customer, client and brand relationships (which are critical platforms
for longer-term growth) while also delivering step up in Group margins and returns.
•
Delivered progression of overall ROCE to 18.7% from a base of 17.7%.
•
Clear focus on communication and transparency, following positive reaction to the IPO
of Indian business.
•
Strong consumer reputation (4.4 out of 5) and client relationship scores sustained.
•
Creation and in-year delivery of Group wide corporate and regional overhead reduction programme.
Capability
•
Evolve Technology and Digital programmes to deliver revised Board approved
Technology strateg y.
•
Strengthen Control, Compliance and Health and Safety capabilities to both build
stronger capability and better outcomes.
•
Reset of technology and digital programmes with accelerated delivery of cyber and people
programmes but re-evaluation of supply chain and finance programmes.
•
Further embedding of our ‘together we’re safer’ safety agenda improving capability and momentum
across the organisation.
Organisation
•
Support seamless transition of Finance Executive Director roles and support
beginning of reset of Group finance function. Enhance Board reporting.
•
Creation of Group-wide values and leadership behaviours defining
a high-performance culture aligned to global objectives.
•
Embed new leadership model for Continental Europe.
•
Successful appointments and effective transition plans for each role. Improved levels
of Board reporting.
•
Evident momentum at all levels on defining and finalising our ‘Recipe for Success’ (values and
leadership behaviours). GEC aligned to shape a high performance SSP culture whilst also holding
each other accountable for making it happen.
•
Clear support for CEO Continental Europe with specific help to build out capabilities of team
and clear a path for improved European delivery.
Taking into account performance against strategic objectives, Patrick Coveney achieved 13% of bonus for this element.
Link to our strategy:
Prioritising high-growth channels, markets and contracts
Enhancing business capabilities to drive performance
Driving operational efficiencies
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126 SSP Group plcAnnual Report 2025
Remuneration Committee Report continued
Geert Verellen – Group CFO
Objective
(20% maximum)
Link to strategic
priorities Targets Performance assessment
Organisation
•
Completing transition into the organisation.
•
Seamless transition of the financial priorities in support of the delivery of FY25 plan.
•
Transition into Group CFO role completed.
•
EBIT achieved within external guidance range/EBIT below bonus target.
•
EPS achieved within middle of external guidance range/EPS below bonus target.
Financing
•
Develop capital allocation plan ensuring lower capital spend leads to EBIT margin
expansion, EPS and ROCE growth–plan needs to be embedded in strategic plan
for SSP Group.
•
ROCE increases over FY26-28 plan.
•
EPS increases over FY26-28 plan.
•
Hurdle rates adjusted in updated GIC process as communicated to markets.
People
•
Redefine mandate and vision for the Group Finance organisation.
•
Reset Group Finance organisation to mandate, ensuring capability assessment
being completed and identified with plans in place.
•
Redefine engagement framework with Regional Finance teams in line with
New Operating Model.
•
Mandate and vision defined, and expectations shared with regional Finance teams.
•
Organisation chart defined.
•
Expectations on engagement with Regional Teams defined and implemented.
Taking into account performance against strategic objectives, Geert Verellen achieved 16% of bonus for this element.
Link to our strategy:
Prioritising high-growth channels, markets and contracts
Enhancing business capabilities to drive performance
Driving operational efficiencies
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127 SSP Group plcAnnual Report 2025
Remuneration Committee Report continued
Jonathan Davies – Deputy Group CEO and Group CFO
1 October 2024 – 8 June 2025
Objective
(20% maximum)
Link to strategic
priorities Targets Performance assessment
Business
Performance
•
Delivery of Value Creation Plan (including pricing activity to mitigate cost inflation)
and achievement of target efficiency benefits.
•
Delivery of procurement target savings (12PPP).
•
Value Creation Plan exceeded Budget target.
•
12PPP exceeded Budget target.
Business
Development
•
Deliver planned business development activity to build increased new contract
pipeline.
•
Secure new contracts and renewals with financial returns above target hurdle rates.
•
Net Gains 4% (excluding acquisitions) vs target 5%.
•
Retention rate above 80%.
•
Gross new business won 6% sales (vs target 5%).
Financing
•
Deliver returns on capital investment on capex invested in 2023 & 2024
and increase overall Group ROCE.
•
Deliver sustainable improvement in negative working capital.
•
Latest review of PIR demonstrated positive IRRs, with circa 80% of projects on track
to exceed WACC.
•
Delivered progression of overall ROCE to 18.7% from a base of 17.7%.
•
Returns in Continental Europe, and France and Germany in particular, below expectations.
Risk and
Assurance
•
Establish reinforced risk assurance and compliance processes across the Group.
Strengthen the overall financial and operational control environment.
•
Deliver plan to meet the requirements of the reformed Audit and Governance
Reforms for financial controls.
•
New CSA process resourced and underway.
•
Revised Risk Committee process successfully implemented.
•
Reset of technology and digital programmes with accelerated delivery of cyber and people
programmes but re-evaluation of supply chain and finance programmes.
Sustainability
•
Verification of our Net-Zero Roadmap by Science Based Targets,
with clear milestones.
•
Progress towards Group diversity and inclusion targets.
•
Net Zero road map on track.
•
Double Materiality timetable deferred.
•
Financial disclosure for TCFD agreed.
Deputy Group CEO
9 June – 30 September 2025
Objective
(20% maximum)
Link to strategic
priorities Targets Performance assessment
Business
Performance
•
Define and clearly communicate the approach to capital allocation
and ensure alignment to high growth markets strategic priority.
•
Revised approach to capital allocation and reduction in Capex achieved.
Business
Development
•
Define the approach to Joint Venture Partnership management.
•
Work completed.
•
Focus on TFS post IPO.
Organisational
change
•
Ensure effective transition and handover of CFO responsibilities to Geert Verellen.
•
Align CFO organisation structure and team to align with requirements for transition.
•
Handover to new CFO and transition of wider team completed.
•
Operating model review actions executed.
TFS IPO
•
Deliver successful IPO of TFS in India.
•
Delivered successful IPO and continued support thereafter for TFS.
Taking into account performance against strategic objectives, Jonathan Davies achieved 12% of bonus for this element.
Link to our strategy:
Prioritising high-growth channels, markets and contracts
Enhancing business capabilities to drive performance
Driving operational efficiencies
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Remuneration Committee Report continued
RSP award assessment against three-year performance ending 30 September 2025
The award had the following underpins:
•
The Company has taken the right actions to strengthen its competitive advantages and position
the Group for long-term sustainable growth.
•
The Company has achieved the principal strategic and financial annual objectives over the three-year
period, notably, revenue growth, given the available passengers numbers at SSP sites during the
period, and efficient conversion of revenue into profit and cash.
•
The Company has made progress on SSP’s Sustainability Strategy.
The Committee undertook a qualitative and quantitative assessment of performance over this period.
This assessment considered multiple indicators in relation to each of the three underpins. Key areas
from this assessment are as follows:
•
In a challenging trading environment, particularly in Continental Europe, the Group has taken
appropriate actions during the period to ensure that the cost base is as efficient as possible, to
renegotiate contract terms where necessary and secure lease extensions in profitable locations.
•
Over the three-year period the Group has delivered significant revenue growth (from £2.18bn in
FY22 to £3.6bn in FY25), and growth in underlying pre-IFRS 16 EBITDA (from £141m to £377m).
This incremental EBITDA performance has been at a margin of c.15.5%, demonstrating resilient
financial performance. The Group made impairments in FY25, predominantly in Continental
Europe, which have negatively impacted FY25 results. These impairments were mainly in
respect of a number of historic investments.
•
Continued progress was made against the Group’s global Sustainability Strategy throughout FY23,
FY24 and FY25 with the following notable achievements. Sustainability Strategy targets have
been delivered across most regions, with clear transition plans in place in regions where availability
of key sustainable products is more limited. The progress made on our Sustainability Strategy has
also supported cost efficiencies and commercial relationships through helping to minimise waste
and resource use, enhance efficiency, lower capital expenditure and deliver faster construction.
The Group has also been recognised as one of Europe’s Climate Leaders 2025 in a special report
by the Financial Times. Full details of our progress and performance can be found in our 2025
Sustainability Report.
The Committee reviewed achievements and performance against each underpin, and in the round.
Although significant achievements have been made over the three-year period, given the impact
of the impairments made in FY25, and the experience of shareholders over the period, the Committee
concluded that judgement on the underpin should be applied. The Committee determined that through
the application of the performance underpin, a reduction of 20% of the RSP award would be made.
The remaining portion of the award will vest in December 2025, and will be subject to a further
two-year holding period.
The RSP award is intended to primarily provide alignment with shareholders via the share price, with
the performance underpin as an additional safeguard. At the time the RSP was introduced, the award
level was halved, in recognition of the increased certainty provided by the RSP award structure. Due
to the change in the share price, the 2022 RSP has decreased in value over the vesting period, aligned
to the experience of shareholders. The application of a further 20% reduction via the quantitative and
qualitative performance underpin assessment provides further performance alignment. Overall the
Committee was satisfied that the RSP outcome appropriately reflected performance over the period.
Strategic alignment of remuneration
Each year, the remuneration offer for our Executive Directors is reviewed to ensure the continued
alignment to our strategic priorities and to ensure that it incentivises the right behaviours to deliver
our purpose and values. This includes a review of the financial measures and strategic priorities that
contribute to the payment of any bonus as well as confirmation that the long-term incentive plan
remains aligned to our long-term strategy. The external market situation, our business performance,
and the experience of our shareholders are also considered in any pay-related decisions. Part of this
review included consideration of how the Executive Directors’ reward linked to our Sustainability goals.
We have always reviewed and been mindful of the importance of remuneration alignment between our
Executive Directors, and our SSP colleagues. We have determined that the best approach to ensuring
this alignment is to utilise a similar bonus and long-term incentive plan structure for eligible colleagues
with outcomes are applied on the same basis for the same performance outcome other than where
discretion is considered appropriate. This approach also allows for the alignment of communication
on bonus and long-term incentives outcomes across all regions.
Judy Vezmar, our designated Non-Executive Director for Workforce Engagement (ENED), hosts
meetings with a range of colleagues from across the business, to encourage open and honest two way
conversations across a wide range of topics. These meetings are entirely flexible and can be used as
a forum for colleagues to raise any topic they choose, including any views or questions regarding
Executive Remuneration and how it aligns with the wider pay policy. Feedback from these sessions
is then relayed to the Board for discussion.
Payments to past directors (audited)
There were no payments made to past directors during the FY25.
Payments for loss of office (audited)
There were no payments made to any director in respect of loss of office during the FY25.
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Remuneration Committee Report continued
Scheme interests awarded during the financial year
The following awards were made to the Executive Directors in the 2025 financial year.
Plan Type of award Date of Award Number of awards granted Face value (£) at date of grant Face value % of Salary End of performance condition period
Patrick Coveney DSBP¹ Conditional Share Award 27 December 2024 58,731 105,276 n/a n/a
Jonathan Davies DSBP² Conditional Share Award 27 December 2024 22,078 39,575 n/a n/a
Patrick Coveney PSA Conditional Share Award 29 January 2025 924,105 1,652,300 200% 30 September 2027
Jonathan Davies PSA Nil Cost Option 29 January 2025 614,093 1,098,000 200% 30 September 2027
Geert Verellen PSA Conditional Share Award 22 May 2025 545,769 945,000 175% 30 September 2027
1 For the DSBP, Patrick Coveney deferred 50% of his 2024 financial year annual bonus into shares, in line with our deferral policy. The award is subject to a three-year holding period from date of award.
2 For the DSBP, Jonathan Davies deferred 33% of his 2024 financial year annual bonus into shares, in line with our deferral policy. The award is subject to a three-year holding period from date of award.
The closing mid-market share price on the day preceding the date of award was used to calculate the number of shares over which each Performance Share Award was granted (£1.788 for the 29 January 2025
award and £1.7315 for the 22 May 2025 Award). Performance Share Awards will vest subject to the confirmation of the performance conditions, set at the beginning of the performance period, and will be
assessed at the time the Group publishes its 2027 full year financial results and completion of a three-year vesting period from date of grant. Following vesting, awards will be subject to an additional
two-year holding period. The performance conditions are summarised on page 139.
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130 SSP Group plcAnnual Report 2025
Remuneration Committee Report continued
Board changes
Leaving arrangements for Jonathan Davies
Jonathan Davies announced his retirement on 23 January 2025, stepped down from the Board as
an Executive Director on 30 September 2025, and will retire as Deputy CEO on 31 December 2025.
Jonathan’s contract provided for not less than nine months’ notice. To ensure continuity and a smooth
transition, Jonathan agreed with the Company that he would remain on the Board until 30 September
2025 and continue in his role as Deputy CEO until the end of December 2025, which would enable
us to benefit from his deep experience of SSP’s business and his executive leadership of Travel Food
Services, SSP’s joint venture partnership in India, which successfully executed its IPO in July 2025.
This has been particularly important as TFS has navigated their first six months as a listed company,
with the release of first quarter and half year results in that time. Jonathan has continued to work
through this period and receive salary, pension and benefits in line with contractual entitlements.
All salary, pension and benefit elements will cease on his date of leaving employment.
The Committee determined that an annual bonus would be payable to Jonathan for the 2025 financial
year. The Committee considers this appropriate due to his retirement and given that Jonathan completed
the full performance year and the bonus outcome reflects performance achieved during that period.
In accordance with the Directors’ Remuneration Policy, 33% of his bonus will be deferred into shares
for two years under the Deferred Bonus Plan.
Jonathan was granted a Performance Share Award on 29 January 2025, following the adoption of the
new Remuneration Policy at the 2025 AGM. On departure this award, and the Restricted Share Award
granted in December 2023 will be pro-rated for the proportion of the performance period that he was
an employee (i.e. the period to 31 December 2025). In accordance with the Company’s remuneration
policy and the rules of the Long Term Incentive Plan, Jonathan will be treated as a good leaver for the
purposes of all outstanding share awards. All outstanding awards will vest subject to pro-rating for
time served and the achievement of applicable performance conditions as assessed on the third
anniversary of the award, and will continue to be subject to a two-year holding period following release.
Jonathan will not receive a Performance Share Award in December 2025.
The Restricted Share Award granted to Jonathan in December 2022 will partially vest (reduced by
20%) on 8 December 2025. Details of the assessment of the performance underpins are on page 129.
Following vesting, shares will continue to be subject to a two-year holding period.
In accordance with the SSP Group Directors’ Remuneration Policy, which was approved by shareholders
at the AGM on 28 January 2025, Jonathan is required to maintain his full shareholding requirement
(200% of salary) for one-year post-employment to 31 December 2025, and 50% of his shareholding
requirement for a second year to 31 December 2027. The number of shares subject to the post-cessation
shareholding requirement will be determined using the average mid-market closing price of the
Company’s ordinary shares over the three calendar month period ending on the date his employment
ends. It will be enforced through a formal undertaking by Jonathan to put in place a trading restriction
on his share account and this arrangement is subject to reporting obligations to the Company.
Remuneration arrangements for Geert Verellen
The Company announced on 23 January 2025 that Geert Verellen would join the company in April
2025 as CFO Designate and be appointed as Group CFO with effect from 9 June 2025. Details of the
remuneration package, which is in line with the Directors’ Remuneration Policy, are set out below.
Geert’s basic salary was £540,000 on joining. He will receive a pension allowance of 3% in line with the
wider workforce rate. He will be eligible to participate in the Company’s benefits arrangements on the
same basis as other Executive Directors.
Geert will be eligible to participate in the annual bonus plan under which the maximum opportunity will
be 150% of salary and will receive an annual PSA award for the 2025 financial year equivalent to 175%
of salary. His PSA award for the 2025 financial year was made on 23 May 2025, as soon as practicable
following his appointment.
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Remuneration Committee Report continued
Implementation of Remuneration Policy for the year ending 30 September 2026
This section provides an overview of the key components of our remuneration framework and how we intend to the policy in FY26. Jonathan Davies stepped down from the Board on 30 September 2025,
and will retire from the Company on 31 December 2025.
Base salary
Base salaries as at 1 October 2025:
Patrick Coveney: £842,650
Geert Verellen: £550,800
Base salaries for Executive Directors will be reviewed in line with the Group’s timetable, usually with effect from 1 October
Benefits
Executive Director benefits will continue to include private healthcare (for the executive and their family), life assurance, car allowance or a company car, travel to and from work
(including associated tax paid) and participation in the UK SIP.
Pensions
Patrick Coveney: 3% of base salary
Geert Verellen: 3% of base salary
New appointments will also be aligned with the wider workforce.
Annual bonus
Maximum opportunity:
Patrick Coveney: 175% of base salary
Geert Verellen: 150% of base salary
Tar ge ts:
For the 2026 financial year, bonuses will be based on 100% financial objectives. The EBIT component, has been adjusted to be after deductions for minority interests and additions
for associates. The EPS target will be stated excluding the impact of the announced Share Buy Back programme. The split between financial measures will be EBIT (40%), EPS (30%)
and FCF (30%). Specific financial targets will be disclosed in the FY26 Annual Report when they are no longer considered to be commercially sensitive. Strategic objectives (linked
to our Strategic Priorities and Sustainability Strategy), whilst not being a formal bonus measure, will still be reviewed at the same time as the financial components of the bonus.
Deferral:
Executive Directors will be required to defer a minimum of 33% of any bonus received into the Group’s shares, where they meet their minimum shareholding requirement,
and 50% where they do not.
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Remuneration Committee Report continued
Performance Share
Award (PSA)
The Committee intends to make the following Performance Share Awards under the Long-term Incentive Plan in December 2025.
Patrick Coveney: 200% of base salary
Geert Verellen: 175% of base salary
These awards will be subject to the performance conditions as set out below. Performance below threshold will result in zero vesting for that element. The assessment of
performance for the awards will also continue to include the ability for the Committee to apply discretion to adjust formulaic outcomes in addition to malus and clawback provisions.
Vested awards will be subject to a two-year holding period.
Weighting Threshold Between Threshold and Maximum Maximum
EPS (p) at constant currency
in the final year of the three-year performance period (30 September 2028)
50% 7% p.a. CAGR Straight-line basis 15% p.a. CAGR
ROCE¹ (%) at constant currency
in the final year of the three-year performance period (30 September 2028)
25% 18.7% Straight-line basis 20.5%
Relative TSR
TSR over the three-year performance period (between 1 October 2025 to 30 September
2028) is compared against the constituents of the TSR Comparator Group
25% Median Straight-line basis Upper Quartile
Vesting 25% Straight-line basis 100%
1 See page 26 for definition of ROCE.
Minimum
Shareholding
Requirement
To align the interests of Executive Directors with those of shareholders, they are required to build and maintain significant holdings of shares in the Group over time.
The minimum shareholding requirement for Executive Directors is:
•
Group CEO: 250% of base salary
•
Group CFO: 200% of base salary
In addition to the above, Executive Directors will be required to maintain their full minimum shareholding requirement for one year post-cessation of employment
and hold 50% of the requirement for a second year.
Jonathan Davies stepped down from the Board on 30 September 2025 and will retire from the Company on 31 December 2025. In accordance with the policy, he will be expected
to maintain 200% of his base salary in shares for one year post-employment to 31 December 2026, and 100% of his base salary for a second year to 31 December 2027.
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Remuneration Committee Report continued
TSR Comparator Group
The 2025 PSA TSR Comparator Group outlined below has been determined based on their alignment with SSP as a travel-related food retail company.
•
Accor
•
ASOS plc
•
Avolta AG
•
B&M European Value Retail
•
Bakkavor Group plc
•
Compass Group plc
•
Cranswick plc
•
Currys plc
•
Domino’s Pizza Group
•
Dunelm Group plc
•
Easyjet
•
Elior Group SA
•
FirstGroup plc
•
Frasers Group plc
•
Fuller, Smith & Turner
•
Greencore Group plc
•
Greggs
•
Halfords Group plc
•
Hilton Food Group plc
•
Inchcape plc
•
Int. Consolidated Airlines
•
Intercontinental Hotels Gp.
•
J D Wetherspoon
•
J Sainsbury plc
•
JD Sports Fashion plc
•
Jet2
•
Kingfisher plc
•
Marks and Spencer Group
•
Marston’s plc
•
Mitchells & Butlers
•
Mobico Group plc
•
Next plc
•
Ocado Group plc
•
Pets at Home Group plc
•
PPHE Hotel Group
•
Premier Foods plc
•
Tesco plc
•
Tr ai n li n e
•
TUI AG
•
WH Smith
•
Whitbread plc
•
Wizz Air Holdings
N Brown Group removed from comparator group as they delisted in February 2025.
Non-Executive Director Remuneration
Single total figure of remuneration – Non-Executive Directors (audited)
Salary and Fees Benefits¹ Total fixed remuneration Total variable remuneration Total
All figures shown in £000 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Michael Clasper 294 285 1 1 295 286 – – 295 286
Carolyn Bradley 84 75 – – 84 75 – – 84 75
Karina Deacon² 45 – 9 – 54 – – – 54 –
Kelly Kuhn³ 19 54 – 1 20 55 – – 20 55
Timothy Lodge 72 65 – – 72 65 – – 72 65
Apurvi Sheth 60 54 5 2 65 56 – – 65 56
Judith Vezmar 69 62 4 4 73 66 – – 73 66
1 Benefits – this comprises the reimbursement of expenses for travel to and from Board meetings.
2 Joined as Non-Executive Director on 1 January 2025.
3 Stepped down as Non-Executive Director on 28 January 2025.
Non-Executive Director fees for 2026, effective 1 October 2025 are outlined below. In reviewing and determining the Non-Executive Director fees, a number of factors were taken into consideration including
the increasing scope and time commitment required by all NEDs. The Remuneration Committee is aware of the recent FRC guidance on the 2024 Corporate Governance Code regarding remuneration of
non-executive directors in shares and will consider this change as part of its continuing assessment of the its remuneration policy.
The Company will review these fees each year in accordance with the terms of the Non-Executive Director appointment letters. A review may not result in an increase in fees.
Fees from
1 October 2025
Fees from
1 October 2024
Chair of the Board £299,880 £294,000
Board member £61,200 £60,000
Additional fee for Senior Independent Director £12,250 £12,000
Additional fee for Chair of Audit/Remuneration Committee¹ £12,250 £12,000
Additional fee for Engagement Non-Executive Director £9,200 £9,000
1 In addition to any additional fee for acting as the Senior Independent Director.
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Historical TSR performance
As the Company is a constituent of the FTSE 250, the FTSE 250 Index provides an appropriate indication of market movements against which to benchmark the Company’s performance.
The chart below summarises the Company’s TSR performance against the FTSE 250 Index over the period from 30 September 2015 to 30 September 2025.
TSR performance since admission
30.09.2015 30.09.2016 30.09.2017 30.09.2018 30.09.2019 30.09.2020 30.09.2021 30.09.2022 30.09.202530.09.2023 30.09.2024
250
200
150
100
50
0
SSP Group FTSE 250
The table below summarises the Chief Executive Officer single figure for total remuneration, and the annual bonus payable and long-term incentive plan vesting levels as percentages of maximum opportunity.
Chief Executive Officer 2016 2017 2018 2019
1
2019
2
2020 2021 2022
3
2022
4
2023 2024 2025
CEO Name K. Swann K. Swann K. Swann K. Swann S. Smith S. Smith S. Smith S. Smith P. Coveney P. Coveney P. Coveney P. Coveney
Single figure of remuneration £2.6m £7.4m £6.0m £5.3m £0.8m £0.7m £0.8m £0.19m £1.1m £2.3m £1.6m £1.7m
Annual bonus payable
(as a % of maximum opportunity) 100% 100% 100% 100% 98.6% 0% 0% 0% 94% 96% 15% 13%
Long-term incentive vesting out-turn
(as a % of maximum opportunity) n/a 100% 100% 100% 100% 0% 0% n/a n/a n/a 100% 80%
1 Reflects period spent in role as Group CEO from 1 October 2018 to 31 May 2019.
2 Reflects period spent in role as Group CEO from 1 June 2019 to 30 September 2019.
3 Reflects period spent in role as Group CEO from 1 October 2021 to 24 December 2021.
4 Reflects period spent in role as Group CEO from joining on 31 March 2022 to 30 September 2022.
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Year-on-year change in pay for Directors compared to the average employee
Executive Directors Non-Executive Directors
Ye a r
SSP Group plc
employee¹
Patrick
Coveney²
Geert
Verellen
Jonathan
Davies³
Mike
Clasper⁴
Carolyn
Bradley
Karina
Deacon
Kelly
Kuhn⁵
Tim
Lodge⁶
Apurvi
Sheth
Judy
Vezma r⁸
Base salary/fees 2025 0% 3% – 3% 3% 12% – (65%) 11% 11% 11%
Benefits 96.5% 4% – 2% – – – (100%) – 150% 8%
Annual Bonus (82.7%) (11%) – (18%) – – – – – – –
Base salary/fees 2024 3% 2% – 2% – – – – – – –
Benefits 27% (70%) – 11% n/a – – – – – (35%)
Annual Bonus 47% (84%) – (84%) – – – – – – –
Base salary/fees 2023 5% 101% – 3% 4% 4% – 42% 12% 42% 22%
Benefits (22%) 38% – (66%) – – – – – (37%) (221%)
Annual Bonus 33% 102% – 3% – – – – – – –
Base salary/fees 2022 8% – – 9% 1% 1% – – 14% – 0%
Benefits (1%) – – 128% – – – – – – –
Annual Bonus n/a – – 285% – – – – – – –
Base salary/fees 2021 2% – – 15% 90% 15% – – – – 629%
Benefits 2% – – 6% – – – – – – –
Annual Bonus⁹ n/a – – n/a – – – – – – –
1 Annual salary review moved from a June to October review in 2025. No increase applicable for FY25. YOY benefit change is greater than previous years due to a significant increase in the premium for the PMI benefit. Payroll improvements have meant that the methodology used for the YOY
calculations have changed to use the median data point. This approach is deemed more accurate rather than the previously used arithmetic mean for the whole population as an approximation.
2 Director was appointed to the Board in the 2022 financial year and therefore the table is comparing a full years’ earnings in 2023 against pro-rata remuneration in 2022. Benefits in 2024 are lower as benefits associated with their relocation have now ceased.
3 Director’s 2023 benefits are lower as the 2022 financial year included a one-off reimbursement which was detailed in full in the 2022 Annual Report and Accounts.
4 Director was appointed to the Board during the 2020 financial year and therefore the table is comparing a full years’ earnings in 2021 against pro-rata remuneration in 2020. Benefits in 2024 relate to reimbursement of expenses for travel to and from Board meetings. No year-on-year benefits
percentage for 2024 could be calculated as they had received no benefits in 2023, therefore ‘n/a’ is shown.
5 Director was appointed to the Board in the 2022 financial year and therefore the table is comparing a full years’ earnings in 2023 against pro-rata remuneration in 2022. Stepped down as Non-Executive Director on 28 January 2025.
6 Director was appointed as Audit Chair following the 2022 AGM and therefore the table is comparing a full years’ earnings with the associated fee against pro-rata fees in 2022.
7 Director was appointed to the Board in the 2022 financial year and therefore the table is comparing a full years’ earnings in 2023 against pro-rata remuneration in 2022. Benefits in 2024 relate to reimbursement of expenses for travel to and from Board meeting.
8 Director was appointed to the Board during the 2020 financial year and therefore the table is comparing a full years’ earnings in 2021 against pro-rata remuneration in 2020.
9 No year-on-year percentage could be calculated for 2022 due to a return to bonus payment for the 2021 financial year after a nil bonus payment in 2020, therefore ‘n/a’ is shown.
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136 SSP Group plcAnnual Report 2025
Remuneration Committee Report continued
Relative importance of the spend of pay
The table below shows the total spend on employee pay in the 2024 and 2025 financial years and the
total expenditure on dividends.
2025 2024 Percentage change
Total staff costs £1,100.6m £1,018.1m 8.1%
Dividends £29.6m £29.5m 0.34%
CEO Pay Ratio (unaudited)
In accordance with the Companies (Miscellaneous Reporting) Regulations 2018, the table below
sets out the Group’s CEO pay ratios for the year ended 30 September 2025. This compares the Chief
Executive Officer’s total remuneration with the equivalent remuneration for the employees paid at the
25th, 50th and 75th percentile of SSP Group’s workforce in the United Kingdom. The total remuneration
for each quartile employee, and the salary component within this, is also outlined in the table below:
Ye a r M e t h o d
25th Percentile
pay ratio
50th Percentile
pay ratio
75th Percentile
pay ratio
2025 Option A 66:1 51:1 36:1
Base Salary £25,104 £32,216 £46,484
Total Pay and Benefits £25,722 £33,122 £47,766
2024 Option B 70:1 55:1 51:1
2023 Option B 99:1 77:1 74:1
2022 Option B 50:1 36:1 36:1
2021 Option B 37:1 31:1 22:1
2020 Option B 48:1 47:1 31:1
The pay ratios above are calculated using the actual earnings for UK employees. The CEO’s Single Total
Figure of Remuneration is £1.7m as shown on page 124.
SSP has chosen to change to Option A, using the median data point rather than the previously used
data submission of the Gender Pay Gap to identify the employees at the 25th, 50th, and 75th pay
percentiles in our UK employee population. The decision to change from Option B to Option A was
to provide a more accurate representative of the percentile calculations due to the introduction
of the HRIS system allowing for improvements in the payroll data and reporting.
Total remuneration for UK full-time equivalent employees for FY25 has been calculated in line with
the single figure methodology and reflects actual earnings received in FY25. No elements of pay have
been omitted. All payments have been calculated on a full-time equivalent basis.
The increase from 2024 to 2025 reflects the share award received by the Group CEO as part of his
initial buy-out as well as an increase in salary. This is despite receiving a lower annual bonus and LTIP
compared to the previous year.
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Statement of Directors’ shareholding and share interests (audited)
Shareholding guidelines require Executive Directors to build up over time a personal shareholding in
the Company equivalent in value to 250% of base salary for the Group CEO and 200% of base salary
for each of the Deputy Group CEO and CFO and Group CFO. Executive Directors are encouraged to
retain vested shares earned under the Company’s incentive plans until the shareholding guidelines
have been met. The Chair and each Independent Non-Executive Director are expected to build and
then maintain a shareholding in the Company equivalent in value to 100% of their annual gross fee.
The period over which the minimum shareholding must be built up is a three-year period from the date of
appointment. The table below shows details of the Directors’ shareholdings as at 30 September 2025.
Director
Shareholding
guidelines
as a % of
salary/fees
Shareholding
as a % of
salary/fee
achieved¹
Achieved
Shareholding
requirement²
Shares owned
outright at
30 September
2025³
Interests in
unvested
Restricted
Share Awards at
30 September
2025
Interests in
unvested
Performance
Share Awards at
30 September
2025
Patrick Coveney 250% 329% 9 1,263,255 702,677 924,105
Geert Verellen⁴ 200% – – – 545,769
Jonathan Davies 200% 599% 9 1,979,523 466,936 614,093
Mike Clasper 100% 205% 9 239,580 –
Carolyn Bradley 100% 116% 9 31,031 –
Karina Deacon⁴ 100% 58% 18,000
Tim Lodge 100% 113% 9 30,000 – –
Apurvi Sheth 100% 101% 9 23,500 –
Judy Vezmar 100% 143% 9 41,340 –
1 For the purposes of determining Director’s shareholding requirements, the individual’s salary/fee as at 30 September 2025 has been used.
Shares purchased in the market using personal funds are valued based on the purchase price paid; and all other shares, including those arising
from the SIP, RSP, DSBP awards or awards related to recruitment arrangements, have been assessed on the three-month average share price
at 30 September 2025 of £1.6617.
2 In FY24, the value of all shareholdings was calculated solely by reference to the three-month average share price at 30 September. In the year,
the shareholding guidelines were updated to better reflect the contribution each director has made towards building their shareholding and to
minimise the impact of year-on-year share price fluctuations. For FY25, compliance with the minimum shareholding requirement was assessed
under both the previous and revised methodologies when determining the percentage of bonus to be deferred under the DSBP.
3 ‘Shares owned outright at 30 September 2025’ includes shares held by persons connected with a Director. It also includes awards granted under
the DSBP on an estimated net of tax basis and Partnership Shares purchased, Dividend Shares and Matching Shares awarded under the UK SIP,
but exclude Matching Shares under the UK SIP that remain subject to forfeiture, (1,154 for Jonathan Davies as at 30 September 2025).
4 Directors have until the third anniversary of their date of appointment to the Board to meet their Minimum Shareholding Requirement.
Kelly Kuhn who stepped down from the Board on 28 January 2025 also met the shareholding guideline.
Interests in unvested Performance Share Awards as at 30 September 2025
Interests in unvested Performance Share Awards refers to awards granted under the Long term
Incentive Plan in January 2025. The performance conditions for this award are described in the
table below.
Performance period
1 October 2024 to 30 September 2027
Performance condition and weighting
Earnings per Share
(50%)
Return on Capital
Employed (25%)
Relative TSR vs
comparator group (25%)
Maximum target (100% vesting) 18.0p 20.0% Upper Quartile
Threshold target (25% vesting) 14.7p 17.7% Median
Vesting is calculated on a straight-line basis between threshold and maximum targets. There is no vesting
for performance below the threshold target.
The TSR comparator Group is as follows:
•
Accor
•
ASOS plc
•
Avolta AG
•
B&M European Value Retail
•
Bakkavor Group plc
•
Compass Group plc
•
Cranswick plc
•
Currys plc
•
Domino’s Pizza Group
•
Dunelm Group plc
•
Easyjet
•
Elior Group SA
•
FirstGroup plc
•
Frasers Group plc
•
Fuller, Smith & Turner
•
Greencore Group plc
•
Greggs
•
Halfords Group plc
•
Hilton Food Group plc
•
Inchcape plc
•
Int. Consolidated Airlines
•
Intercontinental Hotels Gp.
•
J D Wetherspoon
•
J Sainsbury plc
•
JD Sports Fashion plc
•
Jet2
•
Kingfisher plc
•
Marks and Spencer Group
•
Marston’s plc
•
Mitchells & Butlers
•
Mobico Group plc
•
Next plc
•
Ocado Group plc
•
Pets at Home Group plc
•
PPHE Hotel Group
•
Premier Foods plc
•
Tesco plc
•
Tr ai n li n e
•
TUI AG
•
WH Smith
•
Whitbread plc
•
Wizz Air Holdings
N Brown Group removed from comparator group as they delisted in February 2025.
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Interests in unvested Restricted Share Award as at 30 September 2025
Interests in unvested Restricted Share Awards refers to awards granted under the Long term Incentive
Plan granted in December 2022, and December 2023. The performance underpins for all awards
up to December 2022 are as follows:
If the Company does not meet one or more of the performance underpins over the relevant vesting
period then the Committee would consider whether it was appropriate to adjust (including to zero)
the level of pay out under the award to reflect this. The performance underpins are:
1. The Company has taken the right actions to strengthen its competitive advantages and position
the Group for long-term sustainable growth.
2. The Company has achieved the principal strategic and financial annual objectives over the 3 year
period, notably:
– revenue growth, given the available passenger numbers during the period.
– efficient conversion of revenue into profit and cash.
3. The Company has made progress on SSP’s Corporate Responsibility Strategy.
In assessing the extent to which the performance underpins have been satisfied, the Committee will
consider a range of quantitative and qualitative benchmarks to inform its decision. Should any of the
underpins not be met, the Committee would consider whether a discretionary reduction in the number
of shares vesting was required.
The performance underpins for the December 2023 award reflects the revised performance
underpins which are:
1. The Company has continued to strengthen its competitive advantages and position the Group
for long-term sustainable growth.
2. The Company has achieved the principal strategic and financial objectives over the three-year
period, which include:
– revenue growth.
– efficient conversion of revenue into profit and cash.
3. The Company has made progress on delivering its Sustainability Strategy objectives over the
three-year period.
In assessing the extent to which the performance underpins have been satisfied, the Committee will
consider a range of quantitative and qualitative benchmarks to inform its decision. Should any of the
underpins not be met, the Committee would consider whether a discretionary reduction in the number
of shares vesting was required.
Movement in Directors’ shareholdings from 30 September 2025
As at the date of this report, other than as set out below, there had been no movement in Directors’
shareholdings and share interests from 30 September 2025.
Director
Shares owned
outright at
3 December
2025
Shares owned
outright at
30 September
2025 Change
Patrick Coveney 1,265,927 1,263,255 2,672
Jonathan Davies¹ 1,981,704 1,979,523 2,181
1 No longer a director on 3 December 2025.
Note: ‘Shares owned outright’ includes shares held by persons connected with a Director. It also
includes Partnership Shares purchase, Matching Shares awarded under the UK SIP that are no longer
subject to holding conditions and Dividend Shares purchased under the UK Share Incentive Plan.
It excludes Matching Shares issued under the UK SIP that remain subject to forfeiture
The Remuneration Committee in 2025
Consideration by the Directors of matters relating to Directors’ remuneration
The Board entrusts the Remuneration Committee with the responsibility for setting the Remuneration
Policy in respect of Executive Directors and senior executives and ensuring its ongoing appropriateness
and relevance. In setting the remuneration for these groups, the Committee considers the pay and
conditions of the wider workforce and roles in relevant geographies. The Committee operates
appropriate processes to manage conflicts of interest, including in the development of the Directors’
Remuneration Policy.
External advice
During the year ended 30 September 2025 the Committee received independent advice on executive
remuneration matters from Deloitte. Deloitte received £94,900 in fees for these services. Deloitte
is a member of the Remuneration Consultants Group and, as such, voluntarily operates under the code
of conduct in relation to executive remuneration consulting in the UK. During the year, Deloitte also
provided the Company with internal audit services, tax services and technology consulting services.
Deloitte were appointed by the Committee to the role of independent advisor.
The Committee has reviewed the advice provided by Deloitte during the year and is comfortable
that it has been objective and independent. The Committee has reviewed the potential for conflicts
of interest and judged that there were appropriate safeguards against such conflict.
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Remuneration Committee Report continued
Statement of shareholder voting
Votes cast at the AGM in January 2025 in respect of the approval of the Directors’ Remuneration Report and the Directors’ Remuneration Policy are given below:
Resolution Meeting Votes for % for Votes against % against Total shares voted
% of issued share
capital voted Votes withheld
To approve the Directors’ Remuneration Report for the year ended
30 September 2024 28 January 2025 479,054,214 83.52% 94,495,329 16.48% 573,549,543 71.64% 16,084
To approve the Directors’ Remuneration Policy for the year ended
30 September 2024 28 January 2025 548,455,174 95.62% 25,095,480 4.38% 573,550,654 71.64% 14,973
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Remuneration Committee Report continued
Directors’ Remuneration Policy
This part of the Directors’ Remuneration Report sets out the Directors’ Remuneration Policy as determined by the Remuneration Committee (the ‘Committee’). In accordance with Section 439A
of the Companies Act 2006, a binding shareholder resolution was approved for this policy at the Annual General Meeting of the Company in 28 January 2025.
Key principles of Remuneration Policy
The Remuneration Policy for the Directors of the Company is intended to help recruit and retain executives who can execute SSP’s strategy by rewarding them with appropriate compensation and benefit
packages. The policy seeks to align the interests of Executive Directors with the performance of the Company and the interests of its shareholders. Our incentive arrangements are designed to reward
performance against key financial and strategic performance objectives. Our aim is to reward management for delivering sustainable long-term performance and support the retention of critical talent.
Policy table
The table below describes the policy in relation to the components of remuneration for Executive Directors and, at the bottom of the table, the policy for the Non-Executive Directors.
Executive Directors
Base salaryA core element of the remuneration package used to recruit, reward and retain Executive Directors who can deliver our strategic objectives.
Operation
Normally reviewed annually. The Remuneration Committee may however award an out-of-cycle increase
if it considers it appropriate.
Base salaries are set by the Committee taking into account a number of internal and external factors including:
•
the individual’s skills, experience and performance;
•
the size and scope of the Executive Director’s role and responsibilities;
•
market positioning and inflation; and
•
pay and conditions elsewhere in the Group.
Maximum potential value
Salary increases in percentage terms will normally be proportionately lower or in line with increases
awarded to other head office employees in the relevant geography but may be higher in certain circumstances.
The circumstances may include but are not limited to:
•
where a new Executive Director has been appointed at a lower salary, higher increases may be awarded over
an initial period as the Executive Director gains experience in the role;
•
where there has been an increase in the scope or responsibility of an Executive Director’s role; and
•
where a salary has fallen significantly below market positioning.
There is no maximum increase or opportunity.
Performance Metrics
None
PensionTo provide an income following retirement and assist the Executive Director in building wealth for their future.
Operation
The Company operates an approved defined contribution pension arrangement, to which the Company may make
contributions. A cash allowance may be provided in lieu of pension contributions.
Maximum potential value
Company contributions or cash allowance provided for Executive Directors will be in line with the rate
applicable to the wider workforce. The definition of the wider workforce will be as determined by the Committee.
For example, colleagues employed in the same country as the Director in question.
Currently our Executive Directors receive pension contributions/cash allowance of 3% of base salary per annum.
Performance Metrics
None
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BenefitsTo provide appropriate benefits as part of a remuneration package that assists in recruiting, rewarding and retaining Executive Directors.
Operation
Each Executive Director receives a tailored benefits package including (but not limited to) private health insurance
for themselves, their spouse and dependent children, annual health screening, life assurance and business travel.
Travel benefits, including (but not limited to) car allowance, company car, driver, the cost of fuel for private mileage,
and travel to and from work (including any associated tax and social security charges) may also be provided.
In the event that an Executive Director is required by the Group to relocate, other benefits may include
(but not limited to) the costs of relocation, housing, travel and education allowances, subsistence costs
and tax equalisation arrangements.
Expenses incurred in the performance of duties for the Group may be reimbursed or paid for directly
by the Company, as appropriate, including any tax or social security charges due on the expenses.
The Executive Directors are eligible to receive other benefits (such as a colleague discount card)
on the same terms as other eligible employees of the Group.
Executive Directors may participate in All-Employee Share Plans on the same basis as other employees.
Maximum potential value
Car allowance of up to £13,000 per annum.
The cost of insured benefits may vary from year to year depending on the individual’s circumstances.
The Committee has not imposed any overall maximum value on benefits.
Executive Directors who participate in All-Employee Share Plans can contribute up to the relevant limits
set out in the country plan.
Performance Metrics
None
Annual bonusTo reward performance on an annual basis against key annual objectives.
Operation
Performance objectives will normally be determined by the Committee at the beginning of the financial year.
The Committee will assess performance against these objectives following the end of the relevant financial year.
Awards are paid once the results for the year have been audited. If an Executive Director has not met their
Minimum Shareholding Requirement, 50% of any bonus earned will normally be deferred for three years
into the Group’s shares.
If the Minimum Shareholding Requirement has been met, 33% of any bonus earned will normally be deferred
into the Group’s Shares. The remaining amount will be paid in cash. Deferred awards may incorporate the right
to receive (in cash or shares) the value of dividends that would have been paid on the award shares between
grant and release.
The Committee may exercise its discretion to adjust bonus outcomes (up or down) where it believes that this
is appropriate, including but not limited to, where outcomes are not reflective of the underlying performance
of the business or the level of payout does not reflect the experience of the Group’s shareholders, employees
or other stakeholders. Any application of the Committee’s discretion would be within the limits of the overall
Remuneration Policy.
The Committee may reduce bonus outcomes or clawback vested awards up to three years from the date of vest
(in part or in full) in the event of:
•
a material misstatement in the Company’s annual financial statements.
•
a material failure of risk management.
•
serious reputational damage to a member of the Group or relevant business unit.
•
an error in the calculation of any performance conditions which results in overpayment.
Maximum potential value
The maximum annual bonus opportunity is 200% of base salary per annum.
For the 2026 financial year maximum annual opportunities are:
•
Group CEO, Patrick Coveney: 175% of salary per annum.
•
Group CFO, Geert Verellen: 150% of salary per annum
Performance Metrics
Performance is measured relative to key financial and/or non-financial objectives over the financial year.
The measures selected and their weightings may vary each year to ensure they continue to support and drive
performance and the successful delivery of strategic priorities.
Annual bonus only starts to accrue at a minimum threshold level of performance.
To earn a maximum bonus there must be outperformance against stretching objectives.
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Performance Share Award The Performance Share Award, granted under the Long-Term Incentive Plan, rewards our Executive Directors for driving the sustainable longer-term growth of the Company and shareholder
value. Awards are share-based to align the interests of our Executive Directors with those of shareholders.
Operation
Awards may be made to Executive Directors at the discretion of the Committee in the form of conditional
share awards, nil cost options, forfeitable shares or equivalent rights.
Awards will be subject to performance conditions, assessed over a period of three financial years.
Awards will normally be subject to a three-year vesting period and any vested shares will normally be subject
to a further post-vest holding period of two years.
Awards (other than forfeitable shares) may incorporate the right to receive (in cash or shares) the value of
dividends that would have been paid on the award shares that vest between the grant and vesting of awards.
The Committee may exercise its discretion to adjust vesting outcomes where it believes that this is appropriate,
including but not limited to: where vesting outcomes are not reflective of the underlying performance of the
business, the performance conditions selected on award are no longer suitable, or the level of vesting does not
reflect the experience of the Group’s shareholders, employees or other stakeholders. Any application of the
Committee’s discretion would be within the limits of the overall Remuneration Policy.
The Committee may lapse unvested awards or clawback vested awards up to three years from the date of vest
(in part or in full) in the event of:
•
a material misstatement in the Company’s annual financial statements.
•
a material failure of risk management.
•
serious reputational damage to a member of the Group or relevant business unit.
•
an error in the calculation of any performance conditions which results in overpayment.
Maximum potential value
The maximum award that may be made to Executive Directors is up to 200% of salary per annum in respect
of any financial year of the Company.
Performance Metrics
The current performance metrics are:
•
50% on Earnings per Share (EPS)
•
25% on Return on Capital Employed (ROCE)
•
25% on Total Shareholder Return
If the threshold level of performance is not achieved then none of the award will vest. At threshold performance,
up to 25% of the award will vest.
The whole award will vest if the maximum level of performance, or above, is achieved.
The Committee may review and change the performance conditions for future awards to ensure
they continue to support and align with the successful delivery of business strategy and objectives.
The Committee will normally disclose performance conditions in advance of each grant.
The Committee would seek to consult with its major shareholders as appropriate on any proposed
material changes.
Minimum Shareholding RequirementAligns the interests of Executive Directors with shareholders and encourages commitment to the Company.
Operation
Executive Directors are expected to build and maintain a holding in the Company’s shares as follows:
•
Group CEO: 250% of base salary
•
Group CFO: 200% of base salary
Executive Directors have three years from the date of their appointment to the Board to build and maintain
this holding.
Executive Directors will normally be expected to maintain their shareholding for a period of time post-cessation
of employment. Normally this requirement will be for an Executive Director to maintain their full shareholding
requirement for one year post-employment, and 50% of their shareholding requirement for a second year.
The Committee may waive this requirement for certain exceptional personal circumstances.
Maximum potential value
n/a
Performance Metrics
n/a
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Remuneration Committee Report continued
Non-Executive Directors FeesTo attract and retain Non-Executive Directors of the calibre required to oversee the development and execution of the Company’s strategy.
Operation
The Chair’s fees are determined by the Committee.
The Non-Executive Directors’ fees are determined by the Board.
The total fees for Non-Executive Directors, including the Chair, will not exceed the maximum stated
in the Company’s Articles of Association.
The level of fees are reviewed periodically and take into account the time commitment, responsibilities,
market levels and the skills and experience required.
Non-Executive Directors normally receive a basic fee and an additional fee for specific Board responsibilities,
including but not limited to, chairship or membership of Board committees, acting as the Senior Independent
Director, or acting as the Engagement Non-Executive Director.
Non-Executive Directors are expected to build and maintain a holding in the Company’s shares of 100% of their
base fee. Non-Executive Directors have three years from the date of their appointment to the Board to build and
maintain this holding. The Committee may waive this requirement for certain exceptional personal circumstances.
Additional fees may be paid to Non-Executive Directors on a per diem basis to reflect increased time commitment
in certain limited circumstances.
Expenses incurred in the performance of non-executive duties for the Company may be reimbursed or paid
for directly by the Company, as appropriate, including any tax and social security due on the expenses.
Non-Executive Directors may be provided with benefits if deemed appropriate.
Maximum potential value
n/a
Performance Metrics
n/a
Notes to the tables on pages 141 to 144
The Performance Share Award and bonus deferral will be operated in accordance with the relevant plan rules including any discretions therein. In accordance with the rules of the Long Term Incentive Plan the
Performance Share Award, any performance condition may be substituted or varied if the Committee considers it appropriate, provided that the amended performance condition is, in its opinion reasonable
and not materially less difficult to satisfy. The plan rules also provide that the Committee may adjust awards (as it reasonably considers appropriate) in the event of any variation of the Company’s share capital,
capital distribution, demerger, special dividend or other event having a material impact on the value of shares. Malus and clawback applies where stated in the above table. Other elements of remuneration are
not subject to recovery provisions.
The Committee reserves the right to make any remuneration payments and payments for loss of office (including exercising any discretions available to it in connection with such payments) that are not in line
with the policy set out above where the terms of the payment were agreed:
(i) before the AGM on 3 March 2015 (the date the Company’s first shareholder-approved Directors’ Remuneration Policy came into effect);
(ii) before the policy set out above came into effect, provided that the terms of the payment were consistent with the shareholder-approved Remuneration Policy in force at the time they were agreed; or
(iii) at a time when the relevant individual was not a Director of the Company and, in the opinion of the Committee, the payment was not in consideration for the individual becoming a Director of the Company.
For these purposes, ‘payments’ include the Committee satisfying awards of variable remuneration and an award over shares is ‘agreed’ at the time the award is granted.
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Remuneration Committee Report continued
Performance measures and targets
Annual bonus
Annual bonus metrics and targets are selected to incentivise Executive Directors to meet objectives
for the year and are chosen in line with the following principles:
•
The targets set for financial measures should be incentivising and appropriately stretching. Targets
may be adjusted by the Committee to take into account significant capital transactions during the year.
•
There should be flexibility to change the measures and weightings year-on-year in line with the
needs of the business.
•
The Committee retains the ability to adjust the targets and/or set different measures and alter
weightings for the annual bonus if events occur (e.g. material divestment of a Group business,
capital transactions or changes to accounting standards) which cause it to determine that an
adjustment or amendment is appropriate so that the conditions achieve their original purpose.
Performance Share Award
Performance conditions are determined by the Committee and are selected primarily to support
the Group’s strategy and to deliver value for shareholders while also creating alignment with their
interests and experience.
For the awards proposed in the 2026 financial year, the Committee set appropriately stretching
yet achievable performance targets, taking into account SSP’s strategic priorities and the business
environment while also considering a range of reference points such as internal budgets and market
consensus, forecasts and expectations.
The Committee retains the ability to adjust any performance conditions if events occur (e.g. material
divestment of a Group business, capital transactions or changes to accounting standards) which cause
it to determine that an adjustment or amendment is appropriate so that the performance conditions
achieve their original purpose.
Illustrative scenario analysis
The following charts show the potential split between the different elements of the Executive
Directors’ remuneration under three different performance scenarios: ‘Minimum’, ‘Target’ and
‘Maximum’ (see table below).
Group CEO: Patrick Coveney
Minimum
Ta r g e t
Maximum
Maximum +
50% share price
appreciation
68,919
£4,912
£2,489
19%
37%
£909100%
£4,06923%
30%
30%
36%
51%
33%
41%
Group CFO: Geert Verellen
Minimum
Ta r g e t
Maximum
Maximum +
50% share price
appreciation
£708100%
£1,60344% 26% 30%
£2,49828% 33% 39%
£2,98024% 28% 48%
Fixed pay Annual bonus Long-term incentives
Component ‘Minimum’ ‘Target’ ‘Maximum’ ‘Maximum + 50%’
Fixed remuneration Base salary Annual Salary¹
Pension 3% of salary
Benefits Taxable value of annual benefits²
Annual bonus Maximum Opportunity 175% and 150% of salary³
Vesting (% of maximum) 0% 50% 100%
Performance Share Award Maximum Opportunity 200% and 175% of salary³
Vesting (% of maximum) 0% 50% 100% 100% vesting +
50% share price appreciation
1 Base Salary for the 2026 Financial Year as at 1 October 2025.
2 Value of taxable benefits as disclosed in the single figure table for the year ended 30 September 2025.
3 Maximum opportunity for the Group CEO and Group CFO respectively.
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Remuneration Committee Report continued
Approach to recruitment remuneration
In the event that the Group appointed a new Executive Director, remuneration would be determined
in line with the following principles:
•
The Committee will take into account all relevant factors, including the calibre and experience of the
individual and the market from which they are recruited, while being mindful of the best interests of
the Group and its shareholders and seeking not to pay more than is necessary.
•
So far as practical the Committee will look to align the remuneration package for any new
appointment with the Remuneration Policy set out in the policy table on pages 141 to 144.
•
Salaries may be higher or lower than the previous incumbent but will be set taking into account the
review principles set out in the policy table. Where appropriate the salaries may be set at an initially
lower level, with the intention of increasing salary at a higher than usual rate as the Executive Director
gains experience in the role. For interim positions a cash supplement may be paid rather than salary
(for example; a Non-Executive Director taking on an executive function on a short-term basis).
•
To facilitate recruitment, the Committee may need to buy-out terms or remuneration arrangements
forfeited on joining the Company. Any buyout would take into account the terms of the
arrangements, in particular, any performance conditions and the time over which they would vest.
The overriding principle would be that the value of any replacement buy-out awards should be no
more than the commercial value of awards that have been forfeited. The form of any award would be
determined at the time and the Committee may make buy-out awards utilising any of the Company’s
share plans under UKLR 9.3.2 of the Listing Rules (for buy-out awards only).
•
The maximum variable pay opportunity in respect of recruitment (excluding buyouts) comprises
a maximum annual bonus of 200% of annual salary and a maximum PSA grant of 200% of annual
salary, as stated in the policy table on pages 141 to 144. The Committee retains the flexibility to
determine that, for the first year of appointment, any annual incentive award within this maximum
will be subject to such terms as it may determine.
Where an Executive Director is appointed from within the Company or following corporate activity/
reorganisation (for example, merger with another company), the normal policy would be to honour any
legacy arrangements in line with the original terms and conditions.
Where the recruitment requires relocation of the individual, the Committee may provide for additional
costs and benefits.
In the event of the appointment of a new Chair or Non-Executive Director, the remuneration package
will be consistent with the policy set out above.
Details of Directors’ service contracts
Executive Directors
Executive Directors have rolling service contracts. None of the existing service contracts for Executive
Directors makes any provision for termination payments, other than for payment in lieu of notice.
Payment in lieu of notice for each of the Executive Directors would be calculated by reference to
the base salary in respect of any unexpired portion of the notice period. This payment can be made in
instalments over the notice period and the Committee may require that it is reduced where alternative
employment is commenced during the notice period.
The Executive Directors’ service contracts contain provisions relating to salary, car allowance, pension
arrangements, medical insurance, life insurance, business travel insurance, company car, holiday and
sick pay, and the reimbursement of reasonable out of pocket expenses incurred by the Executive
Directors while on company business.
The following service contracts in respect of Executive Directors who were in office during the year
are rolling service contracts and therefore have no end date:
Date of commencement of contract Notice period for Director Notice period for Company
Patrick Coveney 31 March 2022 9 months 12 months
Geert Verellen 7 April 2025 9 months 12 months
Jonathan Davies 15 July 2014 9 months 12 months
Service contracts for new Executive Directors will be limited to nine months’ notice for the Director
and 12 months’ notice for the Company.
Chair
The terms of the Chair’s appointment broadly reflect the terms of the three-year appointments of the
Non-Executive Directors. The Chair’s appointment can be terminated at any time upon written notice,
resignation or in accordance with the Articles of Association of the Company. The Chair is subject to
annual re-election by shareholders.
The Chair receives fees and reimbursement of expenses incurred in performance of his duties,
including any tax due on the expenses. He is not eligible to participate in Group pension arrangements.
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Remuneration Committee Report continued
Non-Executive Directors
All Non-Executive Directors have been appointed on an initial term of three years, subject to renewal
thereafter. All are subject to annual re-election by shareholders.
Each Non-Executive Director has a letter of appointment which can be terminated at any time
upon written notice, resignation or in accordance with the Articles of Association of the Company.
Non-Executive Directors receive fees and reimbursement of expenses incurred in performance
of their duties, including any tax due on the expenses. They are not eligible to participate in Group
pension arrangements.
Effective date of appointment Current term expires
Mike Clasper¹ 1 November 2019 31 October 2028
Carolyn Bradley 1 October 2018 30 September 2027
Karina Deacon 1 January 2025 1 January 2028
Tim Lodge 1 October 2020 30 September 2026
Apurvi Sheth 1 January 2022 31 December 2027
Judy Vezmar 1 August 2020 31 July 2026
1 Mike Clasper has indicated that he does not intend to stand for re-election at the January 2026 AGM.
Directors’ service contracts are kept for inspection by shareholders at the Company’s registered office.
Payments to departing Directors
In the event that the employment of an Executive Director is terminated, any compensation payable
will be determined by reference to the terms of the service contract between the Company and the
employee, as well as the rules of any incentive plans. The Committee may structure any compensation
payments in such a way as it deems appropriate, taking into account the circumstances of departure.
In the event of the Company terminating an Executive Director’s contract, the level of compensation
would be subject to mitigation if considered appropriate.
Payment in lieu
of notice
In the event of termination of an Executive Director’s employment, a payment
in lieu of notice may be paid. This payment would be equal to a maximum of annual
base salary and cash allowance in lieu of pension in respect of any unexpired
portion of the notice period. This payment can be made in instalments over the
notice period and, if considered appropriate, can be reduced where alternative
employment is commenced during the notice period.
Annual bonus Executive Directors may, at the determination of the Committee, remain eligible
to receive an annual bonus for the financial year in which they ceased employment.
Any such bonus will be determined by the Committee, taking into account time
in employment and performance.
On cessation of employment, any outstanding deferred bonus awards earned
in respect of earlier performance years will normally continue in accordance with
their original terms for the duration of the holding period, except in the case of
gross misconduct where awards would be forfeited. If the participant dies, or in
certain ‘good leaver’ circumstances as determined by the Committee, awards may
be released on cessation of employment.
Performance
Share Awards
and Restricted
Share Plans
On cessation of employment, any outstanding unvested awards will lapse unless the
participant dies or is deemed to be a ‘good leaver’ by the Committee in its discretion.
Where the participant is deemed to be a ‘good leaver’, any outstanding unvested
awards will normally continue and will vest at the normal vesting date to the extent
the original performance conditions have been satisfied. Unless the Committee
determines otherwise, vested awards will normally continue to be subject to the
two-year post-vesting holding period. Awards will normally, unless the Committee
determines that an alternative proportion of the awards should vest, be pro-rated
for the portion of the vesting period completed in employment.
The Committee may, in exceptional circumstances, or if the participant dies, decide
to allow awards to vest on cessation of employment subject to the Committee’s
assessment of performance against the original performance conditions at that
time or the Committee’s assessment of the likely satisfaction of the performance
conditions over the original performance period. Awards will normally, unless the
Committee determines that an alternative proportion of the awards should vest,
be pro-rated for the portion of the vesting period completed in employment.
Payments in
relation to
statutory rights
The Company may pay an amount considered reasonable by the Remuneration
Committee in respect of an Executive Director’s statutory rights.
Payments
required by law
The Company may pay damages, awards, fines or other compensation awarded
to an Executive Director by any competent court or tribunal or other payments
required to be made on termination of employment under applicable law.
Professional
fees
The Company may pay an amount considered reasonable by the Remuneration
Committee in respect of fees for legal and tax advice, and outplacement support
for the departing Executive Director.
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Remuneration Committee Report continued
Award under UKLR 9.3.2 and other buyout awards
Were a buyout award to be made under UKLR 9.3.2 or otherwise, then the leaver provisions would
be determined at the time of award.
Takeovers and other corporate events
Under the Company’s Long-term Incentive Plan (including both Performance Share Awards or legacy
Restricted Share Awards made under the Company’s previous Remuneration Policy), on a takeover
or voluntary winding-up of the Company, awards will vest in accordance with the rules of the plan.
Vesting would be determined by the Committee based on the proportion of the vesting period that
has elapsed and the extent to which any performance conditions or underpins have been satisfied,
although the Committee has the discretion to determine that such greater proportion as it considers
appropriate of the awards should vest, including where it considers the level of shareholder returns
is at a superior level.
In the event of a variation of share capital, demerger, capital distribution or any other event having
a material impact on the value of the shares, the Committee may determine that outstanding awards
shall vest on the same basis as set out above for a takeover. Alternatively, the Committee may (with
the consent of the acquiring company) decide that awards will not vest on a corporate event but will
be replaced by new awards over shares in the new acquiring company or another company determined
by the acquiring company.
Bonuses may be paid in respect of the year in which the change of control or winding up of the
Company occurs, if the Committee considers this appropriate. The Committee may determine the
level of bonus taking into account any factors it considers appropriate. For any outstanding deferred
bonus awards, the Committee, may decide that awards may be released, or alternatively the Committee
may decide that awards will not be released on a corporate event but will be replaced by new awards
over shares in the acquiring company or another relevant company.
Amendments
The Committee may make amendments to the terms of the Company’s incentive plans in accordance
with the rules of those plans. The Committee may make minor amendments to the policy set out above
(for regulatory, exchange control, tax, administrative purposes or to take account of a change in
legislation) without obtaining shareholder approval for that amendment.
Remuneration arrangements throughout the Group
Differences in the policies for Executive Directors and other employees in the Group generally reflect
differences in market practice taking into account role and seniority. The remuneration policies for
Executive Directors and the senior executive team are generally consistent in terms of structure and
the performance measures used. All eligible employees may participate in the Company’s all-employee
share plans in the relevant territory where they operate.
Consideration of conditions elsewhere in the Group
In making remuneration decisions, the Committee also considers the pay and employment conditions
elsewhere in the Group. When reviewing and setting Executive Directors’ remuneration, the Committee
takes into account the pay and employment conditions of Group employees. The Group-wide pay review
budget is one of the key factors when reviewing the salaries of the Executive Directors. The Group
complies with local regulations and practices regarding employee consultation more broadly.
Consideration of shareholder views
The Committee undertook a thorough shareholder consultation exercise when developing the above
policy and on the introduction of the Performance Share Award in 2025, engaging with the Group’s
largest shareholders during the design phase. In reviewing and setting remuneration, including that
of Executive Directors, the Committee receives updates on investors’ views, and may from time to time,
engage directly with investors and/or investor representative organisations on remuneration topics
as appropriate. These lines of communication ensure that emerging best-practice principles are
factored into the Committee’s decision-making.
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Directors’ Report
Statutory Disclosures
This section of the Annual Report includes
additional information required to be disclosed
under the Companies Act 2006 (the ‘Act’), the
2018 UK Corporate Governance Code (the ‘Code’),
the Disclosure Guidance and Transparency Rules
(the ‘DTRs’) and the UK Listing Rules of the
Financial Conduct Authority (the ‘UKLRs’).
The Code can be found on the Financial Reporting
Council’s website at www.frc.org.uk.
We‘ve chosen, in accordance with Section 414C (11)
of the Act, to include certain matters in our
Strategic Report that would otherwise be
required to be disclosed in this Directors’ Report.
Both the Strategic Report (pages 7-82) and
Corporate Governance Report (pages 83-148)
are incorporated into the Directors’ Report
by reference.
Taken together, the Strategic and Corporate
Governance Reports, along with this Directors’
Report, form the management report for the
purposes of DTR 4.1.8R and are intended to provide
a fair, balanced and understandable assessment of
the development and performance of the Group’s
business during the year and its position at the
end of the year; our business model; strategy;
likely developments; and any principal risks and
uncertainties associated with our business.
The following specific information required in
the Directors’ Report is included in other sections
of this Annual Report and is incorporated
by reference:
Other statutory disclosures
Directors of the Group Pages 86-87
Dividends Page 44
Environmental, social and
governance risks
Pages 12-15, 25
and 60-78
TCFD reporting Pages 60-67
Future developments Pages 18-25
Going concern statement Note 1 page 169
Greenhouse gas emissions Page 61 and 67
Post balance sheet events Note 32 page 200
Reporting under Section 172
of the Act and engagement
with stakeholders
Pages 49-59
Treasury and risk
management
Note 28 page 194
There are no disclosures to be made under
UKLR 6.6.4.
The Directors holding office during the year
is set out in the Corporate Governance Report on
page 84. The interests in shares and awards over
ordinary shares in the Company held by Directors
in office as at 30 September 2025 are in the
Directors’ Remuneration Report on page 138.
The appointment and replacement of Directors
is governed by the Company’s Articles of
Association (‘Articles’), the Code, the Act and
related legislation. Subject to the Articles, the
Act and related legislation, any directions given
by special resolution and any relevant statutes
and regulations, the business of the Company
will be managed by the Board who may exercise
all the powers of the Company.
In line with market practice, the Company has
made qualifying indemnity provisions against any
liabilities the Directors may incur in the execution
of their duties as directors of the Company or its
subsidiaries which the Directors had the benefit
of during the financial year ended 30 September
2025 and which remain in force at the date of this
report. In addition, the Directors and officers of
the Company and its subsidiaries are covered
by Directors’ and Officers’ liability insurance
maintained by the Company.
Shares
Share Capital
At 30 September 2025, there were 801,939,695
ordinary shares of 1 ¹⁷⁄200 pence each in issue
(comprised of 801,676,196 ordinary shares with
one vote each and 263,499 ordinary shares held
in treasury, which were non-voting). The shares in
issue are fully paid up and quoted on the London
Stock Exchange. Further information regarding the
Company’s issued share capital and movements
in the financial year are in note 24 to the financial
statements on page 191.
Buyback of shares
At the 2025 AGM, the Directors were granted
authority to make market purchases of the
Company’s own shares on behalf of the Company
up to a maximum of approximately 10% of the
Company’s issued share capital. This authority
was not used during the financial year.
On 9 October 2025, the Company announced
its intention to return up to £100 million to its
shareholders through an on-market share buyback
programme (the ‘Programme’). The sole purpose
of the Programme is to reduce the Company’s
issued share capital. The Programme commenced
on 9 October 2025 immediately and will end no
later than 9 October 2026. The authority to
repurchase shares will expire at the 2026 AGM.
As such, a resolution is proposed in the Notice of
AGM seeking shareholder approval to renew this
authority at the 2026 AGM.
Issuing shares
At the 2025 AGM, the Directors were granted
authority to allot shares in the Company and
to grant rights to subscribe for, or to convert
any security into, shares in the Company:
(a) up to a nominal amount of £2,895,417; and
(b) comprising equity securities up to a nominal
amount of £5,790,834 (such amount to be
reduced by any allotments made under
(a) above), in connection with an offer
by way of a rights issue.
The authorities conferred on the Directors to
allot securities under paragraphs (a) and (b) will
expire on the date of the 2026 AGM, or close of
business on 28 April 2026, whichever is sooner
(the ‘Expiry Date’). The Directors will be seeking a
new authority at the 2026 AGM for the Directors
to allot shares and to grant subscription and
conversion rights to ensure that the Directors
continue to have the flexibility to act in the best
interests of shareholders when opportunities
arise, by issuing new shares or granting such rights.
The Directors were also given authority to allot
equity securities for cash, or to sell ordinary
shares as treasury shares for cash as if the
pre-emption rights under section 561 of the Act
did not apply to such allotment or sale, subject to
certain limitations, such authority to apply until
the Expiry Date. The Directors will seek to renew
this authority at the 2026 AGM.
Rights and obligations attaching to shares
There are no restrictions on the transfer of
the Company’s ordinary shares (or on the voting
rights attaching to them) other than those under
the Articles (see below), restrictions imposed
from time to time by law (including insider dealing
laws) or pursuant to the Company’s securities
dealing code. The Company is not aware of any
agreements between shareholders that may
result in restrictions on the transfer of securities
and/or voting rights.
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149 SSP Group plcAnnual Report 2025
Directors’ Report continued
The rights attaching to the Company’s ordinary
shares are set out in the Articles, available on our
website at www.foodtravelexperts.com. The
Articles may be amended by a special resolution
of the shareholders.
Particular attention should be given to the
following sections within the Articles, covering
the rights and obligations attaching to shares:
•
Transfers of ordinary shares: Articles 36-45
provide detail of how transfers of shares may
be undertaken. They also set out the Directors’
rights of refusal to effect a transfer and the
action that Directors must take following
such refusal.
•
Votes of members: Articles 92-107 provide
details on voting procedures including on
a show of hands and on a poll.
Details of employee share schemes are set out in
note 25 to the financial statements on page 193.
Awards over shares held by relevant participants
under the Company’s various share plans carry no
rights until the shares are issued to participants
or their nominees.
The Trustees of the Company’s employee
benefit trusts (‘Trustees’) are entitled to vote
on unallocated shares held in the trust fund
from time to time but they may consider, in
their absolute discretion, any recommendations
made to them by the Company before doing so.
The general policy of the Trustees is to abstain
from exercising voting rights on unallocated
shares held in trust. In respect of allocated shares
held by the Trustees as nominee (including the
Trustees of the Company’s Share Incentive Plans),
they must seek instructions from participants
on how they should exercise their voting rights
before doing so on their behalf.
Profit forecast
In our preliminary full year results for the year
ending 30 September 2024, announced on
3 December 2024 (‘2024 FY Results’) we made
the following statement, which is regarded as a
profit forecast for the purposes of UKLR 6.2.23R:
2024 FY Results: “In total we are planning for
revenue to be in the region of £3.7-3.8bn with a
corresponding underlying pre-IFRS 16 operating
profit within the range of £230-260m, both on a
constant currency basis (including the in-year
deconsolidation impact of the repositioned AAHL
joint venture). At today’s FX rates this would
result in EPS of 11-13p.”
We also set out a profit recovery plan for
Continental Europe, which is also regarded
as a profit forecast:
2024 FY Results: “Profit recovery plan underway
for Continental Europe; planning to build regional
operating profit margin from 1.5% to approximately
3% in FY25, rising to c.5% in medium-term”
We restated our EBITDA, operating profit
and EPS guidance in our First Quarter Update
announcement made on 28 January 2025
(‘Q1 Update’):
Q1 Update: “Our planning assumptions are for
revenue to be within the range of £3.7-3.8bn, with
a corresponding underlying pre-IFRS 16 operating
profit within the range of £230-260m, and EPS
within the range of 11.5-13.5p, all on a constant
currency basis.”
In our half-year results announcement on 20 May
2025 (‘HY Results’), we restated our EBITDA,
operating profit and EPS guidance for the year
ending 30 September 2025, each of which is
regarded as a profit forecast for the purposes
of UKLR 6.2.23. We also provided a full year
dividend range.
HY Results: “We continue to plan for revenue to
be in the region of £3.7-3.8bn with a corresponding
underlying pre-IFRS 16 operating profit within the
range of £230-260m and EPS of between 11.5p
and 13.5p (all on a constant currency basis).”
“The Board has declared an interim dividend of
1.4 pence per share (H1 2024: 1.2 pence per share),
with a view to maintaining the pay-out ratio for the
full year at between 30% and 40% of underlying
pre-IFRS 16 earnings per share, and with the
interim dividend representing approximately
one third of the expected full year dividend.”
In our HY Results, we also restated our profit
recovery plan for Continental Europe.
HY Results: “today re-affirming plan to build
operating margin from 1.5% of sales in FY24
to c.3% this year and c.5% in the medium-term”
We restated our EBITDA, operating profit and
EPS guidance in our Third Quarter Update
announcement on 29 July 2025 (‘Q3 Update’)
Q3 Update: “Our planning assumptions are for
revenue to be within the range of £3.7-3.8bn, with
a corresponding underlying pre-IFRS 16 operating
profit within the range of £230-260m, and EPS
within the range of 11.5-13.5p, all on a constant
currency basis.”
We restated our EBITDA, operating profit and
EPS guidance in our Fourth Quarter Update on
9 October 2025 (‘Q4 Update’):
Q4 Update: “ For the full year, on a constant
currency basis, group revenue was c.£3.7bn”
“On a constant currency basis, we are on track to
deliver operating profit of approximately £230m,
up c.11% year-on-year, with a corresponding
margin of c.6.2%, up c.20bps and with EPS of
c.12.3p (within the previously announced range
of 11.5p-13.5p).”
We also provided updated guidance on our profit
recover plan for Continental Europe:
Q4 Update: “We now expect our FY25 operating
profit margin for the region to be c.2.0% (up from
1.5% in the prior year). In FY26, as a result of our
actions taken in FY25 in combination with new
initiatives underway, we are planning for operating
profit margin in the region to exceed 3.0% “
For the purposes of compliance with UKLR 6.6.1R(2),
the final figures, on a constant currency basis, for
the 2025 Financial Year were: £3,638.5m revenue;
£366.1m EBITDA and £222.8m operating profit
(on an underlying pre-IFRS 16 basis), in line with the
guidance issued in the 2024 FY Results, Q1 Update,
HY Results, Q3 Update and Q4 Update. Underlying
Earnings per Share for the 2025 Financial year was
11.9p per Share on a pre-IFRS 16 basis.
Corporate governance Financial statementsStrategic reportOverview
150 SSP Group plcAnnual Report 2025
Directors’ Report continued
Major Shareholdings
Information provided to the Company pursuant to
the DTRs is published on a Regulatory Information
Service and on our website. As at 30 September
2025, we had received the following notifications
of major shareholdings under DTR 5.
Name
Date of
notification of
interest
% of issued
ordinary
share capital
Parvus Asset
Management Jersey
Limited
01/04/2025 10.67%
HSBC Holdings PLC 09/07/2025 9.11%
Marathon Asset
MGMT Limited
23/08/2021 8.24%
Artemis Investment
Management LLP
22/05/2024 7.59%
Rubric Capital
Management LP
21/11/2024 6.07%
Ameriprise Financial, Inc 14/01/2025 5.53%
The Company also received earlier notifications
of major shareholdings under DTR 5, which may
have changed since due to share consolidations
in 2018 and 2019 and the 2021 Rights Issue.
JP Morgan Asset Management (UK) Limited and
JP Morgan Investment Management Inc notified
an interest of 3.58% on 10 July 2014; Schroders plc
notified 4.99% on 7 November 2014; GIC Private
Limited (Chase Nominees Limited) notified
3.16% on 2 November 2017; and Old Mutual
Global Investors (UK) Limited notified 9.71%
on 2 July 2018.
As at 30 September 2025, the Company had no
controlling shareholders. No shareholder holds
ordinary shares that carry special rights relating
to the control of the Company.
On the 20 October 2025, the Company was
notified that Parvus Asset Management Jersey
Limited’s holding had increased to 11.002%.
On 27 November 2025, the Company was notified
that HSBC Holdings PLC’s holding had increased
to 9.203%. No other notifications were received
between 30 September 2025 and the date of
this report.
So far as the Company is aware, no other person
held a notifiable interest in the ordinary share
capital of the Company. The holdings and voting
rights shown were correct at the date of
notification but may have changed since the
Company was notified, including as a result of the
share buyback announced on 9 October 2025.
Change of control
Contracts
There are a number of contracts entered into by
members of the Group that allow the counterparties
to alter or terminate those arrangements in the
event of a change of control of the Company.
These arrangements are commercially sensitive
and confidential, and their disclosure could be
seriously prejudicial to the Group.
Other agreements
Other than a service contract between the
Executive Directors and a Group company, no
Director had a material interest at any time during
the year in any significant contract with the
Company or any of its subsidiaries. The Company
does not have agreements with any Director,
officer or employee that would provide
compensation for loss of office or employment
resulting from a takeover, except that provisions
of the Company’s employee share plans may
cause options and awards granted under such
plans to vest on a takeover.
The Group’s main credit facilities, being the
committed bank facilities agreement dated
12 July 2023 (as amended from time to time)
(the ‘Facilities Agreement’) entered into by
SSP Financing Limited (‘SSP Financing’),
a wholly-owned subsidiary of the Company,
contains a change of control provision which
provides that if any person or group of persons
acting in concert gain Control of the Company
(i) SSP Financing shall promptly notify the agent
upon becoming aware of that event and the agent
shall promptly notify the lenders, (ii) a lender shall
not be obliged to fund a Loan (except for a
Rollover Loan), (iii) the agent and SSP Financing
shall enter into negotiations for a period of not
more than 15 business days with a view to
agreeing alternative terms for continuing the
Facilities and any alternative basis agreed shall,
with the prior consent of all the lenders and SSP
Financing, be binding on all parties and (iv) if, after
15 business days of negotiations between the
agent and SSP Financing, no alternative basis
has been agreed in accordance with (iii), then if
a lender so requires and notifies the agent within
15 business days after the end of the negotiation
period, the agent shall (by not less than
15 business days’ notice to SSP Financing) cancel
the commitments of that lender and declare the
participation of that lender in all outstanding Loans,
together with accrued interest, and all other
amounts accrued under the finance documents
immediately due and payable, whereupon the
commitment of that lender will be cancelled
and all such outstanding amounts, will become
immediately due and payable. Capitalised terms
used in this paragraph and not otherwise defined
shall have the meanings given to them in the
Facilities Agreement.
Following year end, SSP Financing also entered into
a term loan agreement dated 7 October 2025 which
includes a change of control provision substantially
in the same form as in the Facilities Agreement.
SSP Financing also entered into: (i) a note purchase
agreement on 9 August 2018 (as amended from
time to time) (‘2018 NPA’) in respect of a US$175m
issue of US Private Placement notes (the ‘2018
Notes’); (ii) a note purchase agreement on 11 April
2019 (as amended from time to time) (‘2019 NPA’)
in respect of a US$199.5m and €58.5m issue
of US Private Placement notes (‘2019 Notes’);
(iii) two note purchase agreements on
26 April 2024 (as amended from time to time)
(‘2024 NPAs’) in respect of a €240m issue of
US Private Placement notes (the ‘2024 Notes’);
and a note purchase agreement on 30 January
2025 (as amended from time to time) (‘2025
NPA’) in respect of a €240m issue of US Private
Placement notes (the ‘2025 Notes’). The 2018
NPA, 2019 NPA, 2024 NPAs and 2025 NPA
(‘NPAs’) each contain a change of control
provision whereby if any one person or a group
of persons acting in concert gain Control of the
Company (as defined in the NPAs), then the
Company and SSP Financing must give written
notice of this to the holders of the 2018 Notes,
2019 Notes, 2024 Notes and 2025 Notes (‘Notes’).
The written notice shall contain an offer by SSP
Financing to prepay the entire unpaid principal
amount of the Notes held by each holder together
with interest thereon.
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151 SSP Group plcAnnual Report 2025
Directors’ Report continued
Diversity reporting under Section 414C(8)(c)
of the Act
Details of the persons of each sex as at
30 September 2025 for the categories referred
to under Section 414C(8)(c) of the Act are set
out below.
Male Female
Directors of
SSP Group plc 5 (55.6%) 4 (44.4%)
Senior Managers¹ 7 (70%) 3 (30%)
Employees of
SSP Group² 24, 367 (50%) 24,316 (50%)
1 Senior Managers comprise the Group Executive Committee
(excluding the Group CEO, Group CFO and the Deputy Group CEO).
2 For the all employee number we have included the numbers for all
employees across the Group, not just SSP Group plc.
Employee engagement
and business relationships
Understanding the views and values of all of our
stakeholders, including employees, customers,
investors and other business relationships, is
critical to SSP’s success. Examples of how our
Directors have engaged with employees and
had regard to employee and other stakeholder
interests and the effect of that regard, including
on the principal decisions taken by the Company,
are detailed throughout this report, and specific
examples can be found on pages 49-59 and 92.
Details of how information is communicated
to employees (including as to participation in
our employee share plans) and how we achieve
a common awareness with our employees of
the financial and economic factors affecting the
performance of the Company is on pages 24, 52
and 93-95.
Supplier payment policy
The country business teams within the Group are
responsible for establishing appropriate policies
with regard to the payment of their suppliers. The
Group has a set of standard terms and conditions
which is used throughout the Group, adapted for
local law.
It is Group policy that supplier arrangements
should take place on the Group’s standard terms
and conditions wherever possible. In the event
that they are not agreed, our operating
companies will agree terms and conditions under
which supply arrangements are made. It is Group
policy that provided a supplier is complying with
the relevant terms and conditions, including the
prompt and complete submission of all specified
documentation, payment will be made in
accordance with agreed terms. It is also Group
policy to ensure that suppliers know the terms
on which payment will take place when business
arrangements are agreed.
Political donations
Our policy is to not make any political donations.
Neither the Company nor its subsidiaries, during
the financial year ended 30 September 2025,
made any political donation to a political party,
other political organisation or independent
election candidate, or incurred any political
expenditure or made any contribution to a
non-UK political party. However, in view of the
broad wording adopted in the Act, and the Board’s
wish to avoid any inadvertent infringement of it,
the Company will again propose to shareholders
at the 2026 AGM that a precautionary authority
be granted of up to £100,000 in aggregate.
Details are included in our Notice of AGM.
Branches
The Company does not have any branches outside
the UK.
Research and development
The Group does not undertake material levels
of research and development activity.
Disabled employees
The Company gives full and fair consideration to
applications for employment by disabled persons,
bearing in mind the aptitudes of the applicant
concerned. In the event of employees becoming
disabled while in the course of their employment,
every effort is made to ensure that their
employment with the Group continues, and that
appropriate training is arranged. It is the policy of
the Group that the training, career development
and promotion of disabled persons should,
so far as possible, be identical to that of other
employees. Our markets have progressed further
initiatives and activities to embrace diversity and
help drive an inclusive business for our colleagues
and customers.
Auditor
Following a formal audit tender process, Grant
Thornton UK LLP has been appointed as auditor
for the financial year ending 30 September 2026.
The appointment is subject to approval by
shareholders at the 2026 AGM. For more
information on the tender process carried
out during the year on page 117.
Statement of disclosure of information
to auditors
Insofar as each Director in office on the date
of approval of this report is aware, there is no
relevant audit information of which the Company’s
external auditor is unaware, and the Directors
have taken all the steps which they ought to have
taken as Directors, to make themselves aware
of any relevant audit information and to establish
that the Company’s external auditor is aware of
that information. This confirmation is given and
should be interpreted in accordance with the
provisions of Section 418 of the Act.
AGM 2026
The AGM will be held on 23 January 2026. Further
details of the arrangements for the 2026 AGM
are set out in the Notice of AGM, which, along with
other relevant documentation, is available on the
Group’s website at www.foodtravelexperts.com.
The Directors consider that each of the resolutions
is in the best interests of the Company and the
shareholders as a whole and recommend that
shareholders vote in favour of all the resolutions.
The Notice of AGM specifies deadlines for
exercising voting rights and appointing a proxy
or proxies to vote in relation to resolutions to
be put to the AGM.
Electronic tagging
In accordance with the UK Single Electronic
Format (‘UKSEF’) requirement that UK-listed
companies provide their primary financial
statements in standardised machine-readable
format, SSP’s 2025 Annual Report and Accounts
is published as an XHTML tagged document which
can be found on www.foodtravelexperts.com.
Approved by the Board and signed on its behalf by:
Fiona Scattergood
Group General Counsel and Company Secretary
3 December 2025
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152 SSP Group plcAnnual Report 2025
Statement of Directors’ Responsibilities in respect
of the Annual Report and Financial Statements
The Directors are responsible for preparing the
Annual Report and Accounts the Group and parent
Company financial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare
Group and parent Company financial statements
for each financial year. Under that law they are
required to prepare the Group financial
statements in accordance with UK-adopted
international accounting standards and applicable
law and have elected to prepare the parent
Company financial statements accordance with
UK accounting standards, including FRS 101
Reduced Disclosure Framework.
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 of the Group and parent Company
and of the Group’s profit or loss for that period. In
preparing each of the Group and parent Company
financial statements, the Directors are required to:
•
select suitable accounting policies and then
apply them consistently;
•
make judgements and estimates that are
reasonable, relevant and reliable and, in respect
of the parent Company financial statements
only, prudent;
•
for the Group financial statements state
whether they have been prepared in
accordance with UK-adopted international
accounting standards.
•
for the parent Company financial statements,
state whether applicable UK accounting
standards have been followed, subject to any
material departures disclosed and explained
in the parent Company financial statements;
•
assess the Group and parent Company’s ability
to continue as a going concern, disclosing, as
applicable, matters related to going concern; and
•
use the going concern basis of accounting
unless they either intend to liquidate the Group
or the parent Company or to cease operations,
or have no realistic alternative but to do so.
The Directors are responsible for keeping
adequate accounting records that are sufficient
to show and explain the parent Company’s
transactions and disclose with reasonable
accuracy at any time the financial position of
the parent Company and enable them to ensure
that its financial statements comply with the
Companies Act 2006. They are responsible
for such internal control as they determine is
necessary to enable the preparation of financial
statements that are free from material
misstatement, whether due to fraud or error, and
have general responsibility for taking such steps
as are reasonably open to them to safeguard the
assets of the Group and to prevent and detect
fraud and other irregularities.
Under applicable law and regulations, the
Directors are also responsible for preparing a
Strategic Report, Directors’ Report, Directors’
Remuneration Report and Corporate Governance
Statement that complies with that law and
those regulations.
The directors are responsible for the
maintenance and integrity of the corporate and
financial information included on the company’s
website. Legislation in the UK governing the
preparation and dissemination of financial
statements may differ from legislation
in other jurisdictions.
In accordance with Disclosure Guidance and
Transparency Rule (‘DTR’) 4.1.16R, the financial
statements will form part of the annual financial
report prepared under DTR 4.1.17R and 4.1.18R.
The auditor’s report on these financial
statements provides no assurance over whether
the annual financial report has been prepared
in accordance with those requirements.
Responsibility statement of the directors
in respect of the annual financial report
We confirm that to the best of our knowledge:
•
the financial statements, prepared in
accordance with the applicable set of
accounting standards, give a true and fair
view of the assets, liabilities, financial position
and profit or loss of the company and the
undertakings included in the consolidation
taken as a whole; and
•
the Strategic Report and Directors’ Report
includes a fair review of the development and
performance of the business and the position
of the issuer and the undertakings included in
the consolidation taken as a whole, together
with a description of the principal risks and
uncertainties that they face.
We consider the annual report and accounts, taken
as a whole, is fair, balanced and understandable
and provides the information necessary for
shareholders to assess the Group’s position
and performance, business model and strategy.
Patrick Coveney
Group CEO
3 December 2025
Geert Verellen
Group CFO
3 December 2025
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Strategic reportOverview
153 SSP Group plcAnnual Report 2025
155 Independent auditor’s report
to the members of SSP Group plc
164 Consolidated income statement
165 Consolidated statement of other
comprehensive income
166 Consolidated balance sheet
167 Consolidated statement of changes in equity
168 Consolidated cash flow statement
169 Notes to consolidated financial statements
201 Company balance sheet
202 Company statement of changes in equity
203 Notes to Company financial statements
215 Glossary
216 Company information
Fci
atemes
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Strategic reportOverview
154 SSP Group plcAnnual Report 2025
Independent auditor’s report to the members of SSP Group plc
1. Our opinion is unmodified
We have audited the financial statements of SSP Group plc (“the Company”) for the year ended
30 September 2025 which comprise the consolidated income statement, the consolidated statement
of other comprehensive income, the consolidated balance sheet, the consolidated statement of changes
in equity, the consolidated cash flow statement, the company balance sheet and the company statement
of changes in equity, and the related notes, including the accounting policies in notes 1 and 33.
In our opinion:
•
the financial statements give a true and fair view of the state of the Group’s and of the parent
Company’s affairs as at 30 September 2025 and of the Group’s profit for the year then ended;
•
the Group financial statements have been properly prepared in accordance with UK-adopted
international accounting standards;
•
the parent Company financial statements have been properly prepared in accordance with
UK-adopted international accounting standards and as applied in accordance with the provisions
of the Companies Act 2006; and
•
the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and
applicable law. Our responsibilities are described below. We believe that the audit evidence we have
obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our
report to the audit committee.
We were first appointed as auditor by the Directors on 20 September 2006. The period of total
uninterrupted engagement is for the 20 financial years ended 30 September 2025. We have fulfilled
our ethical responsibilities under, and we remain independent of the Group in accordance with, UK
ethical requirements including the FRC Ethical Standard as applied to listed public interest entities.
No non-audit services prohibited by that standard were provided.
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance
in the audit of the financial statements and include the most significant assessed risks of material
misstatement (whether or not due to fraud) identified by us, including those which had the greatest
effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts
of the engagement team. We summarise below the key audit matters, in decreasing order of audit
significance, in arriving at our audit opinion above, together with our key audit procedures to address
those matters and, as required for public interest entities, our results from those procedures. These
matters were addressed, and our results are based on procedures undertaken, in the context of, and
solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion
thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion
on these matters.
Corporate governance Financial statements
Strategic reportOverview
155 SSP Group plcAnnual Report 2025
The risk Our response
Recoverability of site assets
in Continental Europe
Refer to Audit Committee Report
(page 110); Note 1.16, Accounting
policies (page 173); Note 11,
Property, plant and equipment
(page 181); and Note 13, Right-of-use
assets (page 183)
Forecast based assessment
The site assets, comprising Property, plant and equipment
and Right-of-use-assets associated with the Groups outlets,
in Continental Europe are significant and at risk of recoverability
due to performance in the region being challenging.
The estimated recoverable amount of these site assets is
subjective due to the inherent uncertainty involved in forecasting
and discounting future cash flows. It involves making assumptions
around future trading performance, such as sales and margin growth
rates, and discount rates, that involve estimation uncertainty.
The effect of these matters is that, as part of our risk assessment
for audit planning purposes, we determined that the carrying value
of site assets had a higher degree of estimation uncertainty, with
a potential range of reasonable outcomes greater than our
materiality as a whole.
In conducting our final audit work, and after the impairment
charges proposed by the Group, we reassessed the degree of
estimation uncertainty to be less than materiality, and due to the
materiality of these charges, identified the appropriate application
of accounting policies as an additional area of auditor focus.
Our procedures included:
•
Accounting application – We assessed the consistency of application of the Group’s CGU definition
in relation to the calculation of the impairment charge in the year.
•
Our sector experience – We used third-party industry reports and government sources, as well as our
experience and understanding of the retail and travel sectors, to challenge the key assumptions used
to develop the Group’s forecasts, including future sales and margin growth rates.
•
Our valuation expertise – We used our understanding of similar companies and our experience to
assist us in assessing the appropriateness of the impairment review methodology and assumptions,
including an assessment of the discount rate assumptions used by the Group where we involved our
own valuation specialist.
•
Sensitivity analysis – We prepared multiple alternate scenarios sensitising key assumptions
individually and in combination to assess their impact on the recoverable amount of the site assets.
•
Historical comparison – We evaluated the historical accuracy of the Group’s forecasts by comparing
budgets to actual results.
•
Assessing transparency – We assessed the adequacy of the Group’s disclosures in respect of the
recoverability of site assets.
We performed the tests above rather than seeking to rely on any of the Group’s controls because the
nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed
procedures described.
Our results
We found the site assets balances, and the related impairment charge, to be acceptable (FY24: acceptable).
Independent auditor’s report to the members of SSP Group plc continued
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156 SSP Group plcAnnual Report 2025
The risk Our response
Recoverability of parent’s
investment in subsidiary
undertaking
Investment in subsidiary –
£1,206.0m (FY24: £1,204.9m)
Our assessment of the risk
is unchanged from FY24.
Refer to Note 33, Accounting
policies Investments (page 203);
and Note 34, Investment in
subsidiary undertakings
(page 204)
Low risk, high value
The carrying amount of the parent company’s investment
in subsidiary represents 85% (FY24: 83%) of the company’s
total assets. Its recoverability is not at a high risk of significant
misstatement or subject to significant judgement.
Our assessment of the risk is that it has remained consistent
in FY25.
However, due to its materiality in the context of the parent
company financial statements, this is the area that had the
greatest effect on our overall parent company audit.
Our procedures included:
•
Tests of detail – We compared the carrying amount of the investment book value to the underlying
aggregate recoverable amount of the Group’s CGUs, after adjusting for net debt.
•
Comparing valuations – We compared the carrying amount of the investment to the market
capitalisation for the Group (after adjusting for net debt).
We performed the tests above rather than seeking to rely on any of the Company’s controls because
the nature of the balance is such that we would expect to obtain audit evidence primarily through the
detailed procedures described.
Our results
We found the Company’s conclusion that there is no impairment of its investment in subsidiary
to be acceptable (FY24: acceptable).
We continue to perform procedures over the recognition and measurement of US Deferred Tax Assets. However, as a result of the procedures performed at a Group level in the current year, and the continued
strong performance of the US business, we have not assessed this as one of the areas of most significant risk in our FY25 audit and, therefore, it is not separately identified in our report this year. In addition,
we do not consider the risk associated with the accounting for the acquisition of Airport Retail Enterprise Pty Ltd to be a key audit matter in FY25 given this was acquired, and all accounting entries were recorded,
in the prior year.
Independent auditor’s report to the members of SSP Group plc continued
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157 SSP Group plcAnnual Report 2025
3. Our application of materiality and an overview of the scope of our audit
Materiality for the Group financial statements as a whole was set at £15.0m (FY24: £15.0m), determined
with reference to a benchmark of Group total revenue, of which it represents 0.4% (FY24: 0.4%).
We consider Group total revenue to be the most appropriate benchmark as it provides a more stable
measure year on year than Group profit before tax because of the low levels of profit before tax from
continuing operations in the period.
Materiality for the parent Company financial statements as a whole was set at £5.25m (FY24: £5.25m),
determined with reference to a benchmark of Company total assets, of which it represents 0.4%
(FY24: 0.4%).
In line with our audit methodology, our procedures on individual account balances and disclosures were
performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk
that individually immaterial misstatements in individual account balances add up to a material amount
across the financial statements as a whole.
Performance materiality was set at 75% (FY24: 75%) of materiality for the financial statements as
a whole, which equates to £11.2m (FY24: £11.2m) for the Group and £3.9m (FY24: £3.9m) for the parent
Company. We applied this percentage in our determination of performance materiality because we
did not identify any factors indicating an elevated level of risk.
We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements
exceeding £0.75m (FY24: £0.75m), in addition to other identified misstatements that warranted
reporting on qualitative grounds.
Overview of the scope of our audit
This year, we applied the revised Group auditing standard in our audit of the consolidated financial
statements. The revised standard changes how an auditor approaches the identification of components,
and how the audit procedures are planned and executed across components.
In particular, the definition of a component has changed, shifting the focus from how the entity prepares
financial information to how we, as the Group auditor, plan to perform audit procedures to address Group
risks of material misstatement. Similarly, the Group auditor has an increased role in designing the audit
procedures as well as making decisions on where these procedures are performed (centrally and/or at
component level) and how these procedures are executed and supervised. As a result, we assess scoping
and coverage in a different way and comparisons to prior period coverage figures are not meaningful.
In this report we provide an indication of scope coverage on the new basis.
We performed risk assessment procedures to determine which of the Group’s components are likely
to include risks of material misstatement to the Group financial statements and which procedures
to perform at these components to address those risks.
In total, we identified 13 components, having considered our evaluation of the Group’s operational
structure, the existence of common risk profiles across components and our ability to perform audit
procedures centrally.
Of those, we identified 2 quantitatively significant components which contained the largest percentages
of either total revenue or total assets of the Group, for which we performed audit procedures.
We also identified 2 components as requiring special audit consideration, owing to Group risks relating
to site asset impairment residing in these components.
Independent auditor’s report to the members of SSP Group plc continued
Group total revenue
£3,638.5m (FY24: £3,433.2m)
Group materiality
£15.0m (FY24: £15.0m)
Group revenue Group profit before tax
Group revenue
Group materiality
£15.0m
Whole financial statements materiality (FY24: £15.0m)
£11.2m
Whole financial statements performance materiality (FY24: £11.2m)
£8.25m
Range of materiality at components (£2.25m-£8.25m)
(FY24: £2.25m-£8.25m)
£0.75m
Misstatements reported to the Audit Committee (FY24: £0.75m)
79%
(FY24: 79%)
69%
(FY24: 76%)
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158 SSP Group plcAnnual Report 2025
Additionally, we selected 9 components with accounts contributing to the specific risks to the Group
financial statements.
Accordingly, we performed audit procedures on 13 components. We involved component auditors
on 10 components. We set the component materialities, ranging from £2.25m to £8.25m, having regard
to size and risk profile.
The Group auditor issued audit instructions to component auditors on the scope of their work, including
specifying the minimum procedures to perform in their audit of the recoverability of site assets.
Our audit procedures covered 79% of Group revenue.
We performed audit procedures in relation to components that accounted for 69% of Group profit
before tax.
The Group auditor performed the audit of the parent Company.
Impact of controls on our Group audit
We identified the two main finance systems used by the majority of the group’s components, the
consolidation system, and the separate group finance system used for lease accounting to be the main
IT systems relevant to our group audit.
We used our IT auditors to assist us in understanding these IT systems and the IT control environment.
However, in our previous audits we identified IT control deficiencies. In the current period, as part of
obtaining an understanding of the IT systems, we identified that these deficiencies still existed. Given
these deficiencies, we did not rely on IT controls in our audit, and we continued to reflect these in our audit
approach, including by expanding our risk selection criteria in the testing of journal entries in response
to the risk of management override.
Additionally, we also considered the efficiency and effectiveness of approaches to gain the appropriate
audit evidence and therefore planned and executed a predominantly substantive approach in all areas of
the audit. Our audit included a data-oriented approach to testing revenue streams at some components
and leases, using analytical routines. Given that we did not plan to rely on IT controls, a direct testing
approach was used over the completeness and reliability of data used in this testing.
Group auditor oversight
As part of establishing the overall Group audit strategy and plan, we conducted the risk assessment
and planning discussion meetings with component auditors to discuss Group audit risks relevant to
the components, including the key audit matters in respect of the recoverability of site assets in
Continental Europe.
We visited 3 component auditors in the UK, US and France to assess the audit risks and strategy.
Video and telephone conference meetings were also held with these component auditors and others
that were not physically visited. At these visits and meetings, the results of the planning procedures
and further audit procedures communicated to us were discussed in more detail, and any further work
required by us was then performed by the component auditors.
We inspected the work performed by the component auditors for the purpose of the Group audit and
evaluated the appropriateness of conclusions drawn from the audit evidence obtained and consistencies
between communicated findings and work performed, with a particular focus on work performed over
the recoverability of site assets in France and Germany.
4. The impact of climate change on our audit
Due to the nature of the Group’s operating sites and revenue streams, there is a possibility that climate
change risks, opportunities, and the Group’s own commitments and changing regulations could have a
significant impact on the Group’s business and operations. There is a possibility that climate change risks,
both physical and transitional, could affect financial statement balances, through estimates such as the
recoverability of goodwill.
As part of our audit, we performed a risk assessment of the impact of climate change risk on the financial
statements and our audit approach. As a part of this, we held discussions with our own climate change
professionals to challenge our risk assessment. In doing this we performed the following:
•
Understanding management’s processes: We made enquiries to understand management’s
assessment of the potential impact of climate change risk on the Group’s Annual Report and
Accounts and the Group’s preparedness for this. As a part of this we made enquiries to understand
management’s risk assessment process as it relates to possible effects of climate change on the
Annual Report and Accounts.
•
Valuations: We considered how the Group considers the impact of climate change risk, both in terms
of impacts on input costs and changes in passenger footfall through transport hubs.
We did not identify the impact of climate risk as a separate key audit matter, given the nature of
the Group’s operations and knowledge gained of its impact on critical accounting estimates during
our risk assessment procedures and testing, including the relatively short-term nature of many
of the Group’s assets.
Audit procedures in relation to key audit matters
In our key audit matter relating to Recoverability of site assets in Continental Europe as set out in section
2 of this report, we determined that climate change could affect projections of footfall and input costs.
We have assessed the impacts of these risks within our assessment of forecast cash flows overall.
Other audit procedures
During the course of our audit, we considered the Group’s processes around climate change related
disclosures in the Annual Report and read the disclosures in the Strategic Report and Directors’ Report
and considered its consistency with the financial statements and our audit knowledge. We held
discussions with our own climate change professionals to challenge our assessment.
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5. Going concern
The Directors have prepared the financial statements on the going concern basis as they do not intend
to liquidate the Group or the Company or to cease their operations, and as they have concluded that
the Group’s and the Company’s financial position means that this is realistic. They have also concluded
that there are no material uncertainties that could have cast significant doubt over their ability to
continue as a going concern for at least a year from the date of approval of the financial statements
(“the going concern period”).
We used our knowledge of the Group, its industry, and the general economic environment to identify
the inherent risks to its business model and analysed how those risks might affect the Group’s and
Company’s financial resources or ability to continue operations over the going concern period. The
risks that we considered most likely to adversely affect the Group’s and Company’s available financial
resources and/or metrics relevant to debt covenants over this period were:
•
The impact of broader macro-economic and geopolitical factors on traveller numbers; and
•
The changing patterns in the consumers propensity to travel and spend.
We considered whether these risks could plausibly affect the liquidity or covenant compliance in
the going concern period by comparing severe, but plausible downside scenarios that could arise from
these risks individually and collectively against the level of available financial resources and covenants
indicated by the Group’s financial forecasts.
Our conclusions based on this work:
•
we consider that the Directors’ use of the going concern basis of accounting in the preparation
of the financial statements is appropriate;
•
we have not identified, and concur with the Directors’ assessment that there is not, a material
uncertainty related to events or conditions that, individually or collectively, may cast significant
doubt on the Group’s or Company’s ability to continue as a going concern for the going concern period;
•
we have nothing material to add or draw attention to in relation to the Directors’ statement in
note 1.2 and 33 to the financial statements on the use of the going concern basis of accounting with
no material uncertainties that may cast significant doubt over the Group and Company’s use of that
basis for the going concern period, and we found the going concern disclosure in note 1.2 and 33
to be acceptable; and
•
the related statement under the Listing Rules set out on page 80 is materially consistent with the
financial statements and our audit knowledge.
However, as we cannot predict all future events or conditions and as subsequent events may result
in outcomes that are inconsistent with judgements that were reasonable at the time they were made,
the above conclusions are not a guarantee that the Group or the Company will continue in operation.
6. Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”), we assessed events or conditions
that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud.
Our risk assessment procedures included:
•
Enquiring of the Directors, management, legal counsel, and members of the Internal Audit function
as to whether they are aware of any instances of fraud, and as to the Group’s high-level policies and
procedures to prevent and detect fraud;
•
Reading Board and committee minutes;
•
Using analytical procedures to identify any unusual or unexpected relationships;
•
Inspection of internal audit reports issued during the year and whistle-blower logs; and
•
Considering the Group’s results against performance targets and the Group’s remuneration policies,
key drivers for remuneration, and bonus levels.
We communicated identified fraud risks throughout the audit team and remained alert to any indications
of fraud throughout the audit. This included communication to our global component teams of all relevant
fraud risks identified at the Group level, and requests to our component audit teams to report to the Group
audit team any instances of fraud which could give rise to a material misstatement at the Group level.
As required by auditing standards, and having considered our knowledge of the Group’s control
environment, we perform procedures designed to address the risk of management override of controls,
in particular the risk that Group and component management may be in a position to make inappropriate
accounting entries and the risk of bias in accounting estimates and judgements such as the recoverability
of site assets. Further detail in respect of this matter is set out in the key audit matter disclosures within
section 2 of this report.
On this audit, we do not believe that there is a fraud risk related to revenue recognition based
on the following assessment:
•
The accounting for the majority of the Group’s sales is non-complex, with a strong correlation to
cash receipts and limited opportunities for manual intervention in the sales process to fraudulently
manipulate revenue.
•
There is limited judgement in the accounting for sales which further limits management’s opportunity
to fraudulently manipulate revenue.
We did not identify any additional fraud risks.
We also performed procedures including:
•
Identifying and testing journal entries and other adjustments for all full scope components
based on specific risk-based criteria and comparing identified entries to supporting documentation.
These included entries posted by unusual or unauthorised users, those posted to unexpected account
combinations and those with unusual posting descriptions.
•
Assessing significant accounting estimates for bias.
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Identifying and responding to risks and material misstatement due to non-compliance
with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect
on the Financial Statements from our general commercial and sector experience, through discussions
with the Directors and other management (as required by auditing standards), and from inspection of the
Group’s regulatory and legal correspondence and discussed with the Directors and other management
the policies and procedures regarding compliance with laws and regulations.
We communicated identified laws and regulations risks throughout our team and remained alert to
any indication of non-compliance throughout the audit. This included communication from the Group
to all component audit teams of relevant laws and regulations identified at the Group level, and a
request for component auditors to report to the Group audit team any instances of non-compliance
with laws and regulations that could give rise to a material misstatement at the Group level.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the Financial Statements,
including financial reporting legislation (including related company legislation, distributable profits
legislation, and taxation legislation (direct and indirect)). We assessed the extent of compliance with
these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Group is also subject to many other laws and regulations, where the consequences
of non-compliance could have a material effect on amounts or disclosures in the financial statements,
for instance through the imposition of fines or litigation or the loss of the Group’s permission to
operate in geographic locations where non-adherence to laws could prevent trading in these locations.
We identified the following areas as being most likely to have such an effect:
•
Consumer product laws such as product safety, quality standards and communication of allergens,
reflecting the nature of the Group’s operations;
•
Employee health and safety, reflecting the nature of the Group’s operating locations; and
•
Data privacy laws, reflecting the customer data held by the Group.
Auditing standards limit the required audit procedures to identify non-compliance with these laws and
regulations to enquiry of the Directors and other management and inspection of regulatory and legal
correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or
evident from relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected
some material misstatements in the Financial Statements, even though we have properly planned and
performed our audit in accordance with auditing standards. For example, the further removed an
instance of non-compliance with laws and regulations is from the events and transactions reflected in
the Financial Statements, the less likely it is that the inherently limited procedures required by auditing
standards would identify it.
In addition, as with any audit, there remains a higher risk of non-detection of fraud, as these may involve
collusion, forgery, intentional omission, misrepresentation, or override of internal controls. Our audit
procedures are designed to detect material misstatement. We are not responsible for preventing
non-compliance of fraud and cannot be expected to detect non-compliance with all laws and regulations.
7. We have nothing to report on the other information in the Annual Report
The directors are responsible for the other information presented in the Annual Report together with
the financial statements. Our opinion on the financial statements does not cover the other information
and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of
assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our
financial statements audit work, the information therein is materially misstated or inconsistent with the
financial statements or our audit knowledge. Based solely on that work we have not identified material
misstatements in the other information.
Strategic report and Directors’ report
Based solely on our work on the other information:
•
we have not identified material misstatements in the strategic report and the Directors’ report;
•
in our opinion the information given in those reports for the financial year is consistent with the
financial statements; and
•
in our opinion those reports have been prepared in accordance with the Companies Act 2006.
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Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared
in accordance with the Companies Act 2006
Disclosures of emerging and principal risks and longer-term viability
We are required to perform procedures to identify whether there is a material inconsistency between
the Directors’ disclosures in respect of emerging and principal risks and the Viability statement, and
the financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in relation to:
•
the Directors’ confirmation within the Viability statement on page 79 that they have carried out a
robust assessment of the emerging and principal risks facing the Group, including those that would
threaten its business model, future performance, solvency and liquidity;
•
the Emerging and Principal Risks disclosures describing these risks and how emerging risks are
identified, and explaining how they are being managed and mitigated; and
•
the Directors’ explanation in the Viability statement of how they have assessed the prospects of
the Group, over what period they have done so and why they considered that period to be appropriate,
and their statement as to whether they have a reasonable expectation that the Group will be able
to continue in operation and meet its liabilities as they fall due over the period of their assessment,
including any related disclosures drawing attention to any necessary qualifications or assumptions.
We are also required to review the Viability statement, set out on page 79 under the Listing Rules.
Based on the above procedures, we have concluded that the above disclosures are materially
consistent with the financial statements and our audit knowledge.
Our work is limited to assessing these matters in the context of only the knowledge acquired during
our financial statements audit. As we cannot predict all future events or conditions and as subsequent
events may result in outcomes that are inconsistent with judgements that were reasonable at the time
they were made, the absence of anything to report on these statements is not a guarantee as to the
Group’s and Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material inconsistency between
the Directors’ corporate governance disclosures and the financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the following is materially consistent
with the financial statements and our audit knowledge:
•
the Directors’ statement that they consider that the annual report and financial statements
taken as a whole is fair, balanced and understandable, and provides the information necessary
for shareholders to assess the Group’s position and performance, business model and strategy;
•
the section of the annual report describing the work of the Audit Committee, including the
significant issues that the audit committee considered in relation to the financial statements,
and how these issues were addressed; and
•
the section of the annual report that describes the review of the effectiveness of the Group’s
risk management and internal control systems.
We are required to review the part of the Corporate Governance Statement relating to the Group’s
compliance with the provisions of the UK Corporate Governance Code specified by the Listing Rules
for our review. We have nothing to report in this respect.
8. We have nothing to report on the other matters on which we are required to report by exception
Under the Companies Act 2006, we are required to report to you if, in our opinion:
•
adequate accounting records have not been kept by the parent Company, or returns adequate
for our audit have not been received from branches not visited by us; or
•
the parent Company financial statements and the part of the Directors’ Remuneration Report
to be audited are not in agreement with the accounting records and returns; or
•
certain disclosures of Directors’ remuneration specified by law are not made; or
•
we have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
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9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 153, the Directors are responsible for:
the preparation of the financial statements including being satisfied that they give a true and fair view;
such internal control as they determine is necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to fraud or error; assessing the Group and
parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern; and using the going concern basis of accounting unless they either intend to liquidate
the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
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 our opinion in
an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of
the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at
www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report prepared
under Disclosure Guidance and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s report provides no
assurance over whether the annual financial report has been prepared in accordance with that format.
10. The purpose of our audit work and to whom we owe our responsibilities
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.
Lourens de Villiers
(Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London, E14 5GL
3 December 2025
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| 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | ||
| Underlying¹ | Non-underlying | IFRS | Underlying¹ | Non-underlying | IFRS | ||
| Notes | £m | £m | £m | £m | £m | £m | |
Revenue | 3 | | | ||||
Operating costs | 5 | ( | ( | ( | ( | ( | ( |
Of which impairments | 4 | ( | ( | ( | ( | ||
Operating profit/(loss) | ( | | ( | | |||
Share of profit of associates | 14 | | | ||||
Finance income | 8 | | | ||||
Finance expense | 8 | ( | ( | ( | | ( | |
Profit/(loss) before tax | ( | ( | | ( | | ||
Taxation | 9 | ( | ( | ( | | ( | |
Profit/(loss) for the year | ( | ( | | ( | | ||
| Profit/(loss) attributable to: | |||||||
Equity holders of the parent | ( | ( | | ( | | ||
Non–controlling interests | 24 | ( | | ( | | ||
Profit/(loss) for the year | ( | ( | | ( | | ||
| Earnings per share (pence): | |||||||
– Basic | 4 | ( | | | |||
– Diluted | 4 | ( | | |
1 Presented on an underlying basis, which excludes non-underlying items as further explained in note 6. The classification of taxation follows the classification of the taxed items. Items previously recognised as non-underlying or underlying, in the event of their reversal, are recognised in accordance
with their original classification.
Consolidated income statement
for the year ended 30 September 2025
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164 SSP Group plc Annual Report 2025
| 2025 | 2024 | ||
| Notes | £m | £m | |
| Other comprehensive income/(expense) | |||
| Items that will never be reclassified to the income statement: | |||
Remeasurements on defined benefit pension schemes | 22 | ( | ( |
Tax credit relating to items that will not be reclassified | | ||
| Items that are or may be reclassified subsequently to the income statement: | |||
Net gain on hedge of net investment in foreign operations | ( | | |
Other foreign exchange translation differences | ( | ( | |
Effective portion of changes in fair value of cash flow hedges | ( | ||
Cash flow hedges – reclassified to income statement | |||
Tax credit relating to items that are or may be reclassified | | ||
Other comprehensive (expense)/income for the year | ( | ( | |
(Loss)/profit for the year | ( | | |
Total comprehensive (expense)/income for the year | ( | | |
| Total comprehensive (expense)/income attributable to: | |||
Equity holders of the parent | ( | | |
Non-controlling interests | 24 | | |
Total comprehensive (expense)/income for the year | ( | |
Consolidated statement of other comprehensive income
for the year ended 30 September 2025
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165 SSP Group plc Annual Report 2025
| 2025 | 2024 | ||
| Non-current assets | Notes | £m | £m |
Property, plant and equipment | 11 | ||
Goodwill and intangible assets | 12 | ||
Right-of-use assets | 13 | | |
Investments in associates | 14 | | |
Deferred tax assets | 15 | | |
Other receivables | 17 | | |
| Current assets | | ||
Inventories | 16 | | |
Tax receivable | | ||
Trade and other receivables | 17 | | |
Cash and cash equivalents | 18 | | |
| |||
Total assets | | ||
| Current liabilities | |||
Short-term borrowings | 19 | ( | ( |
Trade and other payables | 20 | ( | ( |
Tax payable | ( | ( | |
Lease liabilities | 21 | ( | ( |
Provisions | 23 | ( | ( |
| Non-current liabilities | ( | ( | |
Long-term borrowings | 19 | ( | ( |
Post-employment benefit obligations | 22 | ( | ( |
Lease liabilities | 21 | ( | ( |
Other payables | 20 | ( | ( |
Provisions | 23 | ( | ( |
Deferred tax liabilities | 15 | ( | ( |
Interest rate swaps | ( | ( | |
( | ( | ||
Total liabilities | ( | ( | |
Net assets | |
| 2025 | 2024 | ||
| Equity | Notes | £m | £m |
Share capital | 24 | | |
Share premium | 24 | | |
Capital redemption reserve | 24 | | |
Other reserves | 24 | ( | ( |
Retained losses | ( | ( | |
Total equity shareholders‘ funds | | ||
Non-controlling interests | 24 | | |
Total equity | |
Consolidated balance sheet
as at 30 September 2025
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167 | SSP Group plc Annual Report 2025 | Overview | Strategic report | Corporate governance | Financial statements | |||
| Consolidated statement of changes in equity | ||||||||
| for the year ended 30 September 2025 | Capital | Retained | Total | |||||
| Share | Share | redemption | Other | earnings/ | parent | Non-controlling | Total | |
| capital | premium | reserve | reserves¹ | (losses) | equity | interests | equity | |
| £m | £m | £m | £m | £m | £m | £m | £m | |
Balance at 30 September 2023 | | | | ( | ( | | | |
Profit for the year | | | | | ||||
Other comprehensive expense for the year | ( | ( | ( | ( | ( | |||
Capital contributions from non-controlling interests (note 24) | | | ||||||
Dividends paid to non-controlling interests (note 24) | ( | ( | ||||||
Dividend paid to shareholders | ( | ( | ( | |||||
Purchase of additional stake in subsidiary (note 24) | ( | ( | | | ||||
Transactions with non-controlling interests (note 24) | | | | |||||
Share-based payments | | | | |||||
At 30 September 2024 | | | | ( | ( | | | |
Loss for the year | ( | ( | ( | |||||
Other comprehensive expense for the year | ( | ( | ( | ( | ( | |||
Capital contributions from non-controlling interests (note 24) | ||||||||
Dividends paid to non-controlling interests (note 24) | ( | ( | ||||||
Dividend paid to shareholders | ( | ( | ( | |||||
Purchase of additional stake in subsidiary (note 24) | ( | ( | ( | ( | ||||
Transactions with non-controlling interests (note 24) | ||||||||
| Share-based payments | ||||||||
Others | ( | ( | ( | |||||
At 30 September 2025 | | | | ( | ( | |||
1 | At 30 September 2024 and 30 September 2025, the Other reserves include the translation reserve and the result of purchasing additional stakes in subsidiaries. | |||||||
Consolidated cash flow statement
for the year ended 30 September 2025
| 2025 | 2024 | ||
| Cash flows from operating activities | Notes | £m | £m |
Cash flow from operations | 26 | | |
Tax paid | ( | ( | |
Net cash flows from operating activities | | ||
| Cash flows from investing activities | |||
Dividends received from associates | 14 | | |
Interest received | 8 | | |
Purchase of property, plant and equipment | ( | ( | |
Purchase of other intangible assets | 12 | ( | ( |
Acquisition of associates | 31 | ( | |
Disposal of subsidiary | |||
Disposal of property, plant and equipment | |||
Acquisition of subsidiaries, net of cash acquired | 31 | ( | ( |
Net cash flows from investing activities | ( | ( | |
| Cash flows from financing activities | |||
Repayment of bank borrowings | 27 | ( | ( |
Debt refinancing and modification fees paid | ( | ( | |
Dividends paid to Shareholders | ( | ( | |
Repayment of Terms Loans | 27 | ( | |
Receipt of USPP facility | 27 | | |
Loans (repaid to)/taken from non-controlling interests | 27 | | |
Payment of lease liabilities – principal | 21 | ( | ( |
Payment of lease liabilities – interest | 21 | ( | ( |
Interest paid excluding interest on lease liabilities | ( | ( | |
Dividends paid to non-controlling interests | ( | ( | |
Refinancing/contributions into associates | ( | ||
Acquisitions of 1.01% of TFS | 24 | ( | |
Capital contributions from non-controlling interests | | ||
Net cash flows used in financing activities | ( | ( | |
Net increase/(decrease) in cash and cash equivalents | ( | ||
Cash and cash equivalents at beginning of the year | | ||
Effect of exchange rate fluctuations on cash and cash equivalents | ( | ( | |
Cash and cash equivalents at end of the year | |
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168 SSP Group plc Annual Report 2025
Notes to consolidated financial statements
1. Accounting policies
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169 SSP Group plc Annual Report 2025
1. Accounting policies continued
Subsidiaries (continued)
Company | Company Registration Number |
Procurement 2U Limited | 01907655 |
Rail Gourmet Group Limited | 06180162 |
SSP Asia Pacific Holdings Limited | 06180177 |
SSP Australia Financing Limited | 15668708 |
SSP Bermuda Holdings Limited | 11815274 |
SSP Euro Holdings Limited | 08654008 |
SSP Financing No. 2 Limited | 09113371 |
SSP Group Holdings Limited | 05736092 |
SSP Lounge Holdings Global Limited | 15075931 |
SSP South America Holdings Limited | 11508434 |
Notes to consolidated financial statements continued
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1. Accounting policies continued
Notes to consolidated financial statements continued
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1. Accounting policies continued
Notes to consolidated financial statements continued
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1. Accounting policies continued
Notes to consolidated financial statements continued
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1. Accounting policies continued
Notes to consolidated financial statements continued
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174 SSP Group plc Annual Report 2025
1. Accounting policies continued
2. Significant accounting estimates and judgements
The preparation of the consolidated financial statements requires management to make estimates,
judgements and assumptions concerning the future. The resulting accounting estimates will, by
definition, seldom equal the related actual results. These estimates and assumptions are based on
historical experience and other factors that are believed to be reasonable under the circumstances.
The estimates and assumptions that have a significant risk of causing a material adjustment to the
carrying value of assets and liabilities within the next financial year are discussed below.
Critical accounting judgements
Deferred tax
The evaluation of recoverability of deferred tax assets requires judgements to be made regarding the
availability of future taxable income against which tax deductible temporary differences can be utilised.
Management therefore recognises deferred tax assets only where it believes it is probable that such assets
will be realised, taking account of historic evidence of taxable profits; current levels of profitability;
and forecasts prepared for budgets and the Group‘s Medium Term Plan (as referred to in the viability
statement in the risk management section of the Strategic Report). Judgement is also required
to determine the period for which such profits can be reliably forecasted.
Significant Management judgement is required to determine the amount of the deferred tax asset that
should be recognised, based upon the likely timing, geography and probability of future taxable profits.
Where there is a history of losses, convincing evidence is required before deferred tax assets are
recognised on historic losses.
Further details on deferred taxes are disclosed in note 15.
Notes to consolidated financial statements continued
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| North | Continental | APAC & | Non- | |||
| America | Europe | UK | EEME | attributable Total | ||
| 2025 | £m | £m | £m | £m | £m | £m |
Revenue | 852.3 | 1,204.5 | 961.7 | 620.0 | – | 3,638.5 |
| Underlying operating | ||||||
profit/(loss) | 99.4 | 42.4 | 90.3 | 90.5 | (53.5) | 269.1 |
| Non-underlying items | ||||||
(note 6) (loss)/profit | (4.0) | (90.3) | (4.2) | (40.0) | (44.5) | (183.0) |
Operating profit/(loss) | 95.4 | (47.9) | 86.1 | 50.5 | (98.0) | 86.1 |
| 2024 | ||||||
Revenue | 813.9 | 1,207.4 | 892.5 | 519.4 | – | 3,433.2 |
| Underlying operating | ||||||
profit/(loss) | 87.6 | 39.1 | 79.4 | 82.7 | (42.2) | 246.6 |
| Non-underlying items | ||||||
(note 6) (loss)/profit | (7.7) | (28.6) | (5.9) | (3.1) | 4.6 | (40.7) |
Operating profit/(loss) | 79.9 | 10.5 | 73.5 | 79.6 | (37.6) | 205.9 |
| 2025 | 2024 | |
| Turnover | £m | £m |
Air | 2,601.1 | 2,416.5 |
Rail | 914.3 | 861.2 |
Other¹ | 123.1 | 155.5 |
3,638.5 | 3,433.2 |
| North | Continental | APAC & | Non- | |||
| America | Europe | UK | EEME | attributable Total | ||
| £m | £m | £m | £m | £m | £m | |
| 2025 | ||||||
Depreciation and amortisation | (92.4) | (181.1) | (62.1) | (73.0) | (9.4) | (418.0) |
Impairment of goodwill | – | (32.3) | – | – | – | (32.3) |
Impairment of fixed assets | (3.0) | (25.4) | (1.5) | (20.8) | – | (50.7) |
| 2024 | ||||||
Depreciation and amortisation | (87.7) | (174.1) | (54.9) | (48.8) | (7.9) | (373.4) |
Impairment of goodwill | – | (9.0) | – | (0.6) | – | (9.6) |
Impairment of fixed assets | (1.7) | (14.9) | (5.1) | (1.7) | – | (23.4) |
A reconciliation of underlying operating profit to loss before and after tax is provided as follows:
| 2025 | 2024 | |
| £m | £m | |
Underlying operating profit | 269.1 | 246.6 |
Non-underlying operating loss (note 6) | (183.0) | (40.7) |
Share of profit from associates | 8.2 | 5.4 |
Finance income | 12.1 | 19.1 |
Finance expense | (117.1) | (114.1) |
Non-underlying finance income (note 6) | 0.3 | 2.3 |
(Loss)/profit before tax | (10.4) | 118.6 |
Taxation | (13.6) | (33.1) |
(Loss)/profit after tax | (24.0) | 85.5 |
The Group‘s customer base primarily represents individuals or groups of individuals travelling through
airports and railway stations. It does not rely on a single major customer; therefore, additional segmental
information by customer is not provided.
Notes to consolidated financial statements continued
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176 SSP Group plc Annual Report 2025
4. Earnings per share
Basic earnings per share is calculated by dividing the result for the year attributable to ordinary
shareholders by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated by dividing the result for the year attributable to ordinary
shareholders by the weighted average number of ordinary shares outstanding during the year adjusted
by potentially dilutive outstanding share options.
Underlying earnings per share is calculated the same way except that the result for the year attributable
to ordinary shareholders is adjusted for specific items as detailed in the below table.
| 2025 | 2024 | |
| £m | £m | |
(Loss)/profit attributable to ordinary shareholders | (74.4) | 27.4 |
| Adjustments: | ||
Non-underlying operating loss (note 6) | 183.0 | 40.7 |
Non-underlying finance income (note 6) | (0.3) | (2.3) |
Tax effect of adjustments | (12.6) | (0.3) |
Non-underlying profit attributable to non-controlling interest | (7.3) | (0.6) |
Underlying profit attributable to ordinary shareholders | 88.4 | 64.9 |
Basic weighted average number of shares | 800,548,333 | 797,868,792 |
Dilutive potential ordinary shares | 6,638,020 | |
Diluted weighted average number of shares | 804,506,812 | |
| Earnings per share (pence): | ||
– Basic | (9.3) | 3.4 |
– Diluted | (9.3) | 3.4 |
| Underlying earnings per share (pence): | ||
– Basic | 11.0 | 8.1 |
– Diluted | 11.0 | 8.1 |
The number of ordinary shares in issue as at 30 September 2025 was 801,676,196 which excludes
treasury shares (30 September 2024: 798,495,196). The Company also held 263,499 treasury shares
(2024: 263,499). All 263,499 treasury shares were cancelled on 9 October 2025, following the launch
of the Company’s share buyback programme in October 2025.
Potential ordinary shares can only be treated as dilutive when their conversion to ordinary shares would
decrease earnings per share or increase loss per share.
| 2025 | 2024 | |
| Cost of food and materials: | £m | £m |
Cost of inventories consumed in the period | (983.0) | (937.0) |
| Labour cost: | ||
Employee remuneration | (1,105.1) | (1,030.1) |
| Overheads: | ||
Depreciation of property, plant and equipment¹ | (130.8) | (128.7) |
Depreciation of right-of-use assets | (276.8) | (236.1) |
Amortisation of intangible assets | (10.4) | (8.6) |
Non-underlying overheads (see note 6) | (183.0) | (40.7) |
Derecognition of leases under IFRS 16 | 1.3 | 2.3 |
Rentals payable under leases | (457.4) | (463.8) |
Other overheads | (407.2) | (384.6) |
(3,552.4) | (3,227.3) |
| 2025 | 2024 | |
| £m | £m | |
Audit of these financial statements | 1.4 | 1.4 |
Audit of financial statements of subsidiaries | 2.3 | 1.8 |
Audit-related services | 0.1 | 0.2 |
Other assurance services | 0.5 | 0.1 |
4.3 | 3.5 |
Notes to consolidated financial statements continued
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177 SSP Group plc Annual Report 2025
6. Non-underlying items
| Total | Total | |
| non-underlying | non-underlying | |
| items | items | |
| 2025 | 2024 | |
| Operating costs | £m | £m |
Impairment of goodwill | (32.3) | (9.6) |
Impairment of property, plant and equipment | (50.7) | (17.1) |
Impairment of right-of-use assets | (33.8) | (6.3) |
Transaction costs | (7.1) | (10.8) |
IT transformation costs | (33.4) | – |
Site exit costs | (13.8) | (1.2) |
Restructuring costs | (12.7) | (6.7) |
Litigation settlement | – | 8.5 |
Gain on lease derecognition | 2.5 | 8.9 |
Other non-underlying gain/(costs) | (1.7) | (6.4) |
Total non-underlying operating (loss)/profit | (183.0) | (40.7) |
| Share of profit from associates | ||
Impairment of associate | – | – |
| Finance income/(expenses) | ||
Effective interest rate adjustments | 0.4 | 2.8 |
Debt refinancing loss | (0.4) | (0.5) |
Other | 0.3 | – |
Non-underlying finance income | 0.3 | 2.3 |
| Taxation | ||
Tax credit on non-underlying items | 12.6 | 0.3 |
Total non-underlying items | (170.1) | (38.1) |
Impairment of goodwill
As a result of past acquisitions, and in particular the creation of SSP by the acquisition of the SSP
business by EQT in 2006, the Group holds a significant amount of goodwill on its consolidated balance
sheet. This is allocated to cash generating units, and performance is monitored on this basis. Goodwill
impairment testing is carried out annually, or more frequently if indicators of impairments have been
identified. Following the most recent reviews, a goodwill impairment of £32.3m was identified in relation
to German business. Further information is provided in note 12.
Impairment of property, plant and equipment and right-of-use assets
The Group has carried out impairment reviews where indications of impairment have been identified.
Following these reviews, a charge of £84.5m has been recognised in impairment charges (£75.0m) and
non-recurring depreciation (£9.5m), including a net impairment of right-of-use assets of £33.8m. These
impairments relate mainly to France, Saudi, Italy and Germany. Further detail is provided in note 11.
Transaction cost
The Group has recognised £7.1m of expenses in relation to the listing costs of the Indian TFS business.
(2024: £10.8m for other various acquisitions).
IT transformation cost
The Group is undergoing a major IT transformation project and has incurred significant costs developing
a number of cloud-based IT systems. The Group has reassessed the accounting treatment of these costs
previously capitalised as software intangible assets and concluded that these costs should not have
been capitalised as the Group does not directly control the cloud-based asset to which they have been
attributed. However, these systems will be used into the medium term and therefore will deliver benefits
well into the future and hence management have treated the related development costs as non-underlying.
The Group has therefore recognised a total charge of £33.4m, comprised of a £24.5m brought forward
charge, and £5.1m of current period charges in respect of this activity and £3.8m of costs related to
strengthening cyber defences in non-underlying IT transformation costs.
Site exit costs
The Group has recognised £13.8m of site exit costs in the year, with £8.5m relating to Italy, France
and Germany, and the rest to a number of other smaller site exits across the Group.
Restructuring costs
The Group has recognised a charge of £12.7m relating to its restructuring programmes carried out across
the group in the year. The charge primarily relates to redundancy costs.
Litigation settlement
In 2025 the Group had no litigation settlements (2024: £8.5m).
Gain on lease derecognition
A £2.5m gain on lease derecognition has been recognised on the disposal of previously impaired leases,
being the difference between the carrying value of the right-of-use asset and lease liability.
Finance income/expenses
In 2025 the Group received £0.3m interest on repayment of tax from HMRC which we have classed
as non-underlying (2024: the Group’s refinancing of its USPP debt was judged to be a non-substantial
modification under IFRS 9. As a result a one-off gain was recognised which is being unwound over the
remaining life, resulting in £2.8m credit for the year). Further details are provided in note 19.
Taxation
The tax impact of these items are more fully described in note 9. The effective tax rate of these items are
lower than the Group’s standard tax rate due to goodwill impairment not being tax deductible, and other
impairments being in territories with tax losses where no deferred tax assets are being recognised.
Other non-underlying costs
In the current year these items, primarily relating to integration costs, amounted to £2.7m (2024: £6.4m).
It was netted by a gain of £1m from the disposal of subsidiary, Bermuda Travel Concessions, LLC, with the
purchase consideration of £1.4m. £0.6 out of this consideration was received in cash as at 30 September
2025, and the remaining balance will be paid out during the next twelve months.
Notes to consolidated financial statements continued
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178 SSP Group plc Annual Report 2025
| 2025 | 2024 | |
| Number of | Number of | |
| employees | employees | |
Operations | 38,043 | 38,052 |
Sales and marketing | 284 | 546 |
Administration | 4,161 | 3,075 |
42,488 | 41,673 |
| 2025 | 2024 | |
| £m | £m | |
Wages and salaries | (948.6) | (878.5) |
Social security costs | (133.8) | (124.1) |
Other pension costs | (20.8) | (21.5) |
Share-based payments | (1.9) | (6.0) |
(1,105.1) | (1,030.1) |
| 2025 | 2024 | |
| £m | £m | |
| Finance income: | ||
Interest income | 9.4 | 12.5 |
Other net foreign exchange gains | 2.7 | 6.6 |
Other | 0.3 | – |
Total finance income | 12.4 | 19.1 |
| Finance expense: | ||
Total interest expense on financial liabilities measured at amortised cost | (50.6) | (52.2) |
Lease interest expense | (66.5) | (62.1) |
Debt refinancing loss | (0.4) | (0.5) |
Effective interest rate adjustments | 0.4 | 2.8 |
Net change in fair value of cash flow hedges utilised in the year | 1.0 | 1.4 |
Unwind of discount on provisions | (1.1) | (0.7) |
Net interest gain/(expense) on defined benefit pension obligations | 0.1 | (0.5) |
Total finance expense | (117.1) | (111.8) |
Notes to consolidated financial statements continued
Corporate governance Financial statements
Strategic reportOverview
179 SSP Group plc Annual Report 2025
9. Taxation
| 2025 | 2024 | |
| £m | £m | |
| Current tax (expense)/credit: | ||
Current year | (29.4) | (20.4) |
Adjustments for prior years | – | (2.0) |
| Deferred tax credit/(expense): | (29.4) | (22.4) |
Origination and reversal of temporary differences | (5.1) | (21.5) |
Recognition of deferred tax assets not previously recognised, net of amounts derecognised | 17.0 | 9.7 |
Adjustments for prior years | 3.9 | 1.1 |
15.8 | (10.7) | |
Total tax expense | (13.6) | (33.1) |
Effective tax rate | (130.8%) | 27.9% |
Reconciliation of effective tax rate
The tax expense for the year is different to the standard rate of corporation tax in the UK of 25.0%
(2024: 25.0%) applied to the profit before tax for the year. The differences are explained below:
| 2025 | 2024 | |
| £m | £m | |
(Loss)/profit before tax | (10.4) | 118.6 |
Tax credit/(charge) using the UK corporation tax rate of 25% (2024: 25.0%) | 2.6 | (29.6) |
Impact of non-underlying costs on which no deferred tax was recognised | (20.5) | (6.3) |
Losses on which no deferred tax was recognised | (8.3) | (7.7) |
Non-deductible goodwill impairment | (8.1) | (2.3) |
Non-taxable items | (5.9) | 0.7 |
Secondary and irrecoverable taxes | (3.8) | (3.4) |
Temporary differences on which no deferred tax was recognised | (1.4) | (1.5) |
Change in tax rates | – | (0.1) |
Effect of tax rates in foreign jurisdictions | 2.1 | 2.4 |
Adjustments for prior years | 3.9 | (0.9) |
Tax impact of share of profits of non-wholly owned subsidiaries¹ | 8.8 | 5.9 |
Recognition of deferred tax assets not previously recognised, net of amounts derecognised | 17.0 | 9.7 |
Total tax expense | (13.6) | (33.1) |
1 This relates to the fact that certain subsidiaries in the US are not wholly-owned and whose profits or losses are taxed at the level of the
subsidiaries’ shareholders. Therefore, the Group is not subject to tax on the profits or losses attributable to its non-controlling interests.
The Group‘s tax rate is sensitive to the geographic mix of profits and losses and reflects a combination
of higher rates in certain jurisdictions, as well as the impact of losses in some countries for which no
deferred tax asset is recognised.
The tax charge in the year has benefitted from a deferred tax credit arising from the recognition of part
of the significant historic deferred tax assets in relation to the Group’s US operations which have not
previously been recognised (see note 15 for further detail). This has been offset by deferred tax asset
write-offs in Austria (£1.3m) and the UK (£1.1m) where the use of these losses is no longer considered
probable in the near future. In the prior year the net amount was driven by the deferred tax asset
recognition in the US, net of smaller amounts derecognised in a number of countries.
10. Dividends
The following dividends were paid in the year per qualifying ordinary share:
| 2025 | 2024 | ||
| Payment date | £m | £m | |
2.3p final dividend for 2024 (final dividend for 2023: 2.5p) | 24 February 2025 | 18.4 | 19.9 |
1.4p interim dividend for 2025 (interim dividend for 2024: 1.2p) | 24 June 2025 | 11.2 | 9.6 |
After the balance sheet date a final dividend of 2. 8 p per share per qualifying ordinary share (£2 2 . 4 m)
was proposed by the directors. The dividends have not been provided for.
Notes to consolidated financial statements continued
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180 SSP Group plc Annual Report 2025
| Land, buildings | Equipment, | ||
| and leasehold | fixtures and | ||
| improvements | fittings | Total | |
| Cost | £m | £m | £m |
At 1 October 2023 | 413.8 | 1,031.1 | 1,444.9 |
Additions | 62.4 | 208.7 | 271.1 |
Acquisitions³ | – | 25.6 | 25.6 |
Disposals | (10.4) | (49.4) | (59.8) |
Reclassifications¹ | 10.5 | (10.5) | – |
Effects of movements in foreign exchange | (37.1) | (61.3) | (98.4) |
Other movements² | (0.7) | 10.6 | 9.9 |
| At 30 September 2024 | 438.5 | 1,154.8 | 1,593.3 |
Additions | 50.2 | 155.6 | 205.8 |
Acquisitions | 0.4 | 0.6 | 1.0 |
Disposals | (0.8) | (40.4) | (41.2) |
Reclassifications¹ | 27.3 | (27.3) | – |
Effects of movements in foreign exchange | (15.3) | (9.3) | (24.6) |
Other movements² | (0.2) | 2.0 | 1.8 |
At 30 September 2025 | 500.1 | 1,236.0 | 1,736.1 |
| Depreciation | |||
At 1 October 2023 | (252.9) | (605.1) | (858.0) |
Charge for the year | (41.1) | (87.6) | (128.7) |
Impairments | (2.7) | (14.4) | (17.1) |
Disposals | 9.4 | 47.7 | 57.1 |
Effects of movement in foreign exchange | 21.0 | 28.4 | 49.4 |
Other movements² | 0.7 | 0.1 | 0.8 |
| At 30 September 2024 | (265.6) | (630.9) | (896.5) |
Charge for the year | (38.3) | (92.5) | (130.8) |
Impairments | – | (50.7) | (50.7) |
Disposals | 0.3 | 40.4 | 40.7 |
Effects of movement in foreign exchange | 14.4 | 11.0 | 25.4 |
Other movements² | (1.1) | 1.1 | – |
At 30 September 2025 | (290.3) | (721.6) | (1,011.9) |
| Net book value | |||
At 30 September 2025 | 209.8 | 514.4 | 724.2 |
At 30 September 2024 | 172.9 | 523.9 | 696.8 |
Notes to consolidated financial statements continued
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181 SSP Group plc Annual Report 2025
| Indefinite life | Definite life | ||||
| intangible | intangible | ||||
| Goodwill | assets | assets | Software | Total | |
| Cost | £m | £m | £m | £m | £m |
At 30 September 2023 | 634.5 | 58.0 | 68.4 | 138.6 | 899.5 |
Additions | – | – | – | 36.9 | 36.9 |
Business acquisitions¹ | 80.5 | – | 0.8 | – | 81.3 |
Disposals | – | – | – | (0.4) | (0.4) |
Effect of movements in foreign exchange | (27.2) | – | (0.5) | (3.4) | (31.1) |
Other movements² | – | – | – | 2.0 | 2.0 |
| At 30 September 2024 | 687.8 | 58.0 | 68.7 | 173.7 | 988.2 |
Additions | – | – | – | 21.6 | 21.6 |
Business acquisitions¹ | 2.8 | – | – | – | 2.8 |
Disposals | – | – | – | (2.2) | (2.2) |
Write-offs | – | – | – | (24.5) | (24.5) |
Effect of movements in foreign exchange | 12.7 | – | 0.2 | (2.6) | 10.3 |
Other movements² | – | – | – | – | – |
At 30 September 2025 | 703.3 | 58.0 | 68.9 | 166.0 | 996.2 |
| Amortisation | |||||
At 30 September 2023 | (72.4) | – | (65.3) | (80.7) | (218.4) |
Charge for the year | – | – | (0.7) | (7.9) | (8.6) |
Impairments | (9.6) | – | – | – | (9.6) |
Disposals | – | – | – | 0.4 | 0.4 |
Effect of movements in foreign exchange | 0.9 | – | 0.2 | 2.6 | 3.7 |
| At 30 September 2024 | (81.1) | – | (65.8) | (85.6) | (232.5) |
Charge for the year | – | – | (0.8) | (9.6) | (10.4) |
Impairments | (32.3) | – | – | – | (32.3) |
Disposals | – | – | – | 2.2 | 2.2 |
Effect of movements in foreign exchange | (2.7) | – | (0.2) | (0.7) | (3.6) |
At 30 September 2025 | (116.1) | – | (66.8) | (93.7) | (276.6) |
| Net book value | |||||
At 30 September 2025 | 587.2 | 58.0 | 2.1 | 72.3 | 719.6 |
At 30 September 2024 | 606.7 | 58.0 | 2.9 | 88.1 | 755.7 |
| Indefinite life | ||||
| Goodwill | intangible assets | |||
| 2025 | 2024 | 2025 | 2024 | |
| £m | £m | £m | £m | |
UK & Ireland | 104.9 | 104.9 | 55.5 | 55.5 |
Rail Gourmet UK | 13.1 | 13.1 | – | – |
North America | 33.7 | 32.6 | – | – |
France | 62.4 | 59.4 | 2.5 | 2.5 |
Belgium | 8.5 | 8.3 | – | – |
Spain | 46.4 | 44.2 | – | – |
Germany | – | 30.9 | – | – |
Switzerland | 28.1 | 26.6 | – | – |
Finland | 21.3 | 20.3 | – | – |
Norway | 67.8 | 64.5 | – | – |
Sweden | 37.1 | 34.6 | – | – |
Denmark | 24.4 | 23.3 | – | – |
Greece | 4.8 | 4.6 | – | – |
Egypt | 4.7 | 4.7 | – | – |
Hungary | 1.0 | 0.9 | – | – |
Australia | 61.1 | 71.51 | – | – |
Hong Kong | 26.4 | 26.6 | – | – |
Saudi Arabia | 0.1 | – | – | – |
Thailand | 11.1 | 11.3 | – | – |
Indonesia | 7.2 | – | – | – |
India | 23.1 | 24.4 | – | – |
587.2 | 606.7 | 58.0 | 58.0 |
Notes to consolidated financial statements continued
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182 SSP Group plc Annual Report 2025
12. Goodwill and intangible assets continued
2025 | 2024 | |||
| Terminal | Discount | Terminal | Discount | |
| growth rate | rate | growth rate | rate | |
North America | 1.9% | 11.9% | 2.0% | 14.3% |
Continental Europe | 0.7-3.2% | 10.7-14.1% | 0.7-2.1% | 12.1-15.7% |
UK & Ireland | 2.0% | 12.2% | 2.0% | 13.0% |
Rest of the World | 2.3-6.5% | 11.3-26.3% | 2.0-6.5% | 12.7-37.5% |
| Land, | ||||
| buildings and | Equipment, | |||
| Concessions | leasehold | fixtures | ||
| contracts | improvements | and fittings | Total | |
| £m | £m | £m | £m | |
| At 1 October 2023 | 906.6 | 23.5 | 1.4 | 931.5 |
Additions | 279.4 | 5.1 | 0.3 | 284.8 |
Acquisition | 110.5 | – | – | 110.5 |
Depreciation charge in the period | (228.5) | (6.8) | (0.8) | (236.1) |
Remeasurement adjustments | (3.7) | 1.7 | – | (2.0) |
Impairments | (6.1) | (0.2) | – | (6.3) |
Currency translation | (49.0) | (1.4) | – | (50.4) |
At 30 September 2024 | 1,009.2 | 21.9 | 0.9 | 1,032.0 |
Additions | 294.4 | 8.6 | 0.6 | 303.6 |
Acquisition | 8.1 | – | – | 8.1 |
Depreciation charge in the period | (266.4) | (9.8) | (0.6) | (276.8) |
Remeasurement adjustments | 102.7 | 1.5 | – | 104.2 |
Impairments | (32.0) | (1.7) | (0.1) | (33.8) |
Currency translation | 23.5 | 0.3 | – | 23.8 |
At 30 September 2025 | 1,139.5 | 20.8 | 0.8 | 1,161.1 |
Notes to consolidated financial statements continued
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183 SSP Group plc Annual Report 2025
14. Investments in associates
The Group uses the equity accounting method to account for its associates, the carrying value of which
was £22.0m as at 30 September 2025 (2024: £21.5m). The following table summarises the movement
in investments in associates during the year:
| 2025 | 2024 | |
| £m | £m | |
At the beginning of the year | 21.5 | 16.2 |
Additions | – | 11.2 |
Share of profits for the year | 8.2 | 5.4 |
Dividends received | (7.2) | (9.6) |
Currency adjustment | (0.4) | (1.5) |
Impairment | – | – |
Other¹ | (0.1) | (0.2) |
At the end of the year | 22.0 | 21.5 |
1 The carrying amount of Cyprus Airports (F&B) Limited (49.98%) as at 30 September 2025 is £nil (2024: 49.98%) due to historically unrecognised
accumulated losses. In 2025, Cyprus Airports (F&B) Limited generated profits exceeding the accumulated losses brought forward and the Group
recognised its share amounting to £4.0m. Cyprus Airports (F&B) Limited also paid out dividends in the amount of £3.9m.
In September 2024 Extime and Epigo were legally merged.
During 2024 the Group also invested £0.7m in GMR Hospitality Limited (India).
The financial information of the Group‘s associates included in their own financial statements required
by IFRS 12 ‘Disclosure of Interests in Other Entities‘ has not been presented as all the Group‘s associates
are immaterial individually. Details of the Group‘s interests in associates are shown in note 42.
Assets | Liabilities | |||
| 2025 | 2024 | 2025 | 2024 | |
| £m | £m | £m | £m | |
Intangible assets | 4.0 | 0.4 | (14.9) | (13.4) |
Property, plant and equipment | 0.1 | 1.6 | (16.6) | (13.1) |
Provisions | 4.7 | 4.8 | – | – |
Tax losses carried forward | 69.1 | 59.8 | – | – |
Surplus interest expense carried forward | 14.1 | 12.5 | – | – |
Pensions | 0.6 | – | (1.0) | (0.8) |
ROU assets and lease liabilities | 23.6 | 12.7 | (14.5) | (16.4) |
Other | 6.1 | 5.8 | (12.9) | (9.4) |
Deferred tax assets/(liabilities) | 122.3 | 97.6 | (59.9) | (53.1) |
Set–off | (23.7) | (13.4) | 23.7 | 13.4 |
Deferred tax assets/(liabilities) | 98.6 | 84.2 | (36.2) | (39.7) |
| Recognised | Recognised | 30 September | ||||
| 30 September | in income | Recognised | Currency | |||
| 2024 | in acquisitions ¹ | statement | in reserves | adjustment | 2025 | |
| £m | £m | £m | £m | £m | £m | |
Intangible assets | (13.0) | – | 2.1 | – | – | (10.9) |
| Property, plant | ||||||
and equipment | (11.6) | 1.6 | (6.8) | – | 0.3 | (16.5) |
Provisions | 4.8 | – | – | – | (0.1) | 4.7 |
Tax losses carried forward | 59.8 | – | 10.8 | 0.6 | (2.1) | 69.1 |
| Surplus interest expense | ||||||
carried forward | 12.5 | – | 1.9 | – | (0.3) | 14.1 |
Pensions | (0.7) | – | – | 0.3 | – | (0.4) |
ROU assets and lease liabilities | (3.6) | 1.7 | 10.9 | – | 0.1 | 9.1 |
Other | (3.7) | – | (3.1) | – | – | (6.8) |
44.5 | 3.3 | 15.8 | 0.9 | (2.1) | 62.4 |
Notes to consolidated financial statements continued
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184 SSP Group plc Annual Report 2025
15. Deferred tax assets and liabilities continued
| Gross value of | ||
| temporary differences | ||
| 2025 | 2024 | |
| £m | £m | |
Tax losses | 637.0 | 594.5 |
Provisions and other temporary differences | 115.7 | 100.2 |
Property, plant and equipment | 17.7 | 6.3 |
770.4 | 701.0 |
Notes to consolidated financial statements continued
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Strategic reportOverview
185 SSP Group plc Annual Report 2025
16. Inventories
| 2025 | 2024 | |
| £m | £m | |
Food and beverages | 39.9 | 36.6 |
Other | 5.7 | 8.9 |
45.6 | 45.5 |
| 2025 | 2024 | |
| £m | £m | |
Trade receivables | 38.4 | 31.0 |
Other receivables¹ | 214.7 | 183.4 |
Prepayments | 39.4 | 38.4 |
Accrued income | 10.3 | 19.6 |
302.8 | 272.4 | |
| Of which: | ||
Non–current (other receivables) | 108.0 | 105.7 |
Current | 194.8 | 166.7 |
18. Cash and cash equivalents
| 2025 | 2024 | |
| £m | £m | |
Cash at bank and in hand | 229.7 | 157.1 |
Cash equivalents | 112.3 | 97.7 |
342.0 | 254.8 |
| 2025 | 2024 | |
| Current liabilities | £m | £m |
Bank loans | (20.4) | (12.2) |
US Private Placement notes | (98.1) | – |
(118.5) | (12.2) | |
| Non–current liabilities | ||
Bank loans | (155.0) | (314.1) |
US Private Placement notes | (642.7) | (521.0) |
(797.7) | (835.1) |
Drawn | Currency | Amount in | Coupon | Maturity |
Oct 2018 | USD | 39,106,000 | 4.35% | Oct 2025 |
Oct 2018 | GBP | 21,000,000 | 2.85% | Oct 2025 |
Jul 2019 | USD | 64,652,400 | 4.06% | Jul 2026 |
Oct 2018 | USD | 38,986,800 | 4.50% | Oct 2028 |
Oct 2018 | GBP | 20,404,000 | 3.06% | Oct 2028 |
Oct 2018 | USD | 39,165,600 | 4.60% | Oct 2030 |
Jul 2019 | EUR | 56,741,800 | 2.11% | Jul 2031 |
Dec 2019 | USD | 65,129,200 | 4.25% | Dec 2027 |
Dec 2019 | USD | 64,652,400 | 4.35% | Dec 2029 |
Apr 2024 | EUR | 240,000,000 | 4.89% | Apr 2029 |
Jan 2025 | EUR | 120,000,000 | 3.75% | Jan 2028 |
Jan 2025 | EUR | 120,000,000 | 3.99% | Jan 2030 |
Notes to consolidated financial statements continued
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186 SSP Group plc Annual Report 2025
19. Short-term and long-term borrowings continued
| 2025 | 2024 | |
| £m | £m | |
Trade payables | (176.1) | (139.2) |
Other payables¹ | (347.8) | (196.6) |
Other taxation and social security | (32.4) | (29.5) |
Accruals² | (311.1) | (350.8) |
Deferred income | (3.2) | (2.4) |
(870.6) | (718.5) |
| 2025 | 2024 | |
| £m | £m | |
| Carrying amount of Other payables that were part of a supplier finance | ||
arrangement during the year | 265.0 | – |
Of which suppliers have received payment as at end of the year | 110.6 | – |
21. Lease liabilities
| 2025 | 2024 | |
| £m | £m | |
Beginning of the year | (1,089.1) | (1,028.7) |
Additions | (303.6) | (284.8) |
Acquisitions | (3.2) | (47.7) |
Interest charge in the year | (66.5) | (62.1) |
Payment of lease liabilities | 329.0 | 280.7 |
Remeasurement adjustments | (93.6) | 10.7 |
Currency translation | (15.7) | 42.8 |
At 30 September | (1,242.7) | (1,089.1) |
| Of which are: | ||
Current lease liabilities | (321.9) | (298.7) |
Non–current lease liabilities | (920.8) | (790.4) |
At 30 September | (1,242.7) | (1,089.1) |
Notes to consolidated financial statements continued
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187 SSP Group plc Annual Report 2025
21. Lease liabilities continued
There have been no deferred fixed rent payments in the current year (2024: £nil).
Other information relating to leases
Note 28 presents a maturity analysis of the undiscounted payments due over the remaining lease term
for these liabilities.
The total cash outflow for leases in the year was £784.3m (2024: £735.8m), with £329.0m
(2024: £280.7m) being the payment of lease liabilities. The remaining rent payments are not capitalised
under IFRS 16, with £ 11.7m (2024: £11.8m) relating to short-term leases and £445.7m (2024: £452.0m)
to variable leases. There was an immaterial cash outflow for low-value leases.
The Group received an immaterial amount of income from subleasing right-of-use assets during the year.
The following table summarises the impact that a reasonable possible change in incremental borrowing
rate (‘IBR’) would have had on the lease liability additions and modifications recognised during the year:
| Increase/(decrease) in | |
| lease liability recognised | |
| £m | |
Increase in IBR of 1% | (19.3) |
Decrease in IBR of 1% | 17.8 |
| 2025 | 2024 | |
| £m | £m | |
Funded schemes (see (a) below) | 0.2 | 1.2 |
Unfunded schemes (see (b) below) | (7.4) | (10.0) |
(7.2) | (8.8) |
Notes to consolidated financial statements continued
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188 SSP Group plc Annual Report 2025
22. Post-employment benefit obligations continued
2025 | 2024 | |
Discount rate applied to scheme liabilities | 5.4% | 4.8% |
Rate of increase in salaries | 3.4% | 3.4% |
Rate of increase in pensions in payment | 2.7% | 2.6% |
Inflation assumption | 3.0% | 3.2% |
2025 | 2024 | |
Male pensioner now aged 65 | 20.9 | 20.8 |
Female pensioner now aged 65 | 23.0 | 22.8 |
Male pensioner now aged 40 | 23.5 | 23.5 |
Female pensioner now aged 40 | 26.8 | 26.8 |
| Defined benefit obligation | ||
| Increase | Decrease | |
| As at 30 September 2025 | £m | £m |
Discount rate applied to scheme liabilities | 2.9 | (3.6) |
Rate of increase in salaries | (1.1) | 1.0 |
Rate of increase in pensions in payment | (0.6) | 0.5 |
Inflation assumption | (1.9) | 1.9 |
Mortality rates (change of 1 year) | (0.6) | 0.6 |
2025 | 2024 | |
Equities, of which: | 20.2% | 19.1% |
– actively traded | 18.4% | 14.6% |
Property and infrastructure | 20.5% | 22.4% |
Fixed interest investments | 52.3% | 54.3% |
Cash | 6.9% | 4.2% |
| Total assets related to: | ||
– RG scheme | 81.6% | 85.4% |
– Norway | 18.4% | 14.6% |
| 2025 | 2024 | |
| £m | £m | |
Fair value of scheme assets | 27.8 | 32.2 |
Present value of funded liabilities | (27.2) | (30.4) |
Surplus¹ | 0.6 | 1.8 |
Withholding tax payable¹ | (0.4) | (0.6) |
Net pension asset | 0.2 | 1.2 |
| 2025 | 2024 | |
| £m | £m | |
| – RG scheme | ||
Pension assets | 22.3 | 26.9 |
Pension liabilities | (21.3) | (25.0) |
Net defined benefit assets recognised in balance sheet¹ | 1.0 | 1.9 |
| – Norway | ||
Pension assets | 5.1 | 4.7 |
Pension liabilities | (5.9) | (5.4) |
Net defined benefit liabilities recognised in balance sheet | (0.8) | (0.7) |
Total net defined benefit assets recognised in balance sheet | 0.2 | 1.2 |
Notes to consolidated financial statements continued
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189 SSP Group plc Annual Report 2025
22. Post-employment benefit obligations continued
| 2025 | 2024 | |
| £m | £m | |
Current service cost (reported in employee remuneration) | (0.2) | (0.2) |
| Net interest on pension scheme assets and liabilities | ||
(reported in finance income and (expense)) | 0.1 | (0.1) |
Total amount (charged)/credited | (0.1) | (0.3) |
| 2025 | 2024 | |
| £m | £m | |
Scheme liabilities at the beginning of the year | (30.4) | (30.8) |
Current service cost | (0.2) | (0.2) |
Past service cost | – | – |
Interest on pension scheme liabilities | (1.4) | (1.7) |
| Remeasurements: | ||
– arising from changes in financial assumptions | 2.0 | 0.2 |
– arising from changes in experience adjustments | – | – |
Benefits paid | 3.0 | 1.6 |
Currency adjustment | (0.2) | 0.5 |
Scheme liabilities at the end of the year | (27.2) | (30.4) |
| 2025 | 2024 | |
| £m | £m | |
Scheme assets at the beginning of the year | 32.2 | 32.0 |
Interest income | 1.5 | 1.6 |
Employer contributions | 0.3 | 0.2 |
| Remeasurement: | ||
– return on plan assets | (3.3) | 0.7 |
Benefits paid | (3.0) | (1.6) |
Curtailment | (0.1) | (0.2) |
Currency adjustment | 0.2 | (0.5) |
Scheme assets at the end of the year | 27.8 | 32.2 |
| 2025 | 2024 | |
| £m | £m | |
Remeasurements | (1.0) | 1.0 |
2025 | 2024 | |
Rate of increase in salaries | 2.9% | 2.3% |
Rate of increase in pensions in payment and deferred pensions | 2.2% | 1.1% |
Discount rate applied to scheme liabilities | 3.9% | 3.4% |
Inflation assumption | 2.0% | 2.1% |
2025 | 2024 | |
Pensioner now aged 65 | 23.8 | 23.3 |
Pensioner now aged 40 | 26.7 | 24.7 |
| Defined benefit obligation | ||
| Increase | Decrease | |
| As at 30 September 2025 | £m | £m |
Discount rate applied to scheme liabilities | 0.4 | (0.4) |
Rate of increase in salaries | (0.0) | (0.0) |
Rate of increase in pensions in payment | (0.3) | 0.3 |
Inflation assumption | (0.4) | 0.3 |
Mortality rates (change by 1 year) | (0.2) | 0.2 |
Notes to consolidated financial statements continued
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190 SSP Group plc Annual Report 2025
22. Post-employment benefit obligations continued
| 2025 | 2024 | |
| £m | £m | |
Net pension liability | (7.4) | (10.0) |
| 2025 | 2024 | |
| £m | £m | |
Deficit in the schemes at the beginning of the year | (10.0) | (9.7) |
Current service cost | 2.5 | (0.2) |
Contributions | 0.6 | 0.7 |
Interest on pension scheme liabilities | (0.2) | (0.3) |
| Remeasurements: | ||
– arising from changes in financial assumptions | 0.1 | 0.1 |
– arising from changes in demographic assumptions | – | – |
– arising from changes in experience adjustments | (0.2) | 1.0 |
Currency adjustment | (0.2) | 0.4 |
Deficit in the schemes at the end of the year | (7.4) | (10.0) |
| 2025 | 2024 | |
| £m | £m | |
Current service cost (reported in employee remuneration) | 2.5 | (0.2) |
Interest on pension scheme liabilities (reported in finance income and expense) | (0.2) | (0.2) |
Total amount charged/released | 2.3 | (0.4) |
| 2025 | 2024 | |
| £m | £m | |
Remeasurements | (0.1) | (0.9) |
23. Provisions
| Restoration | Restructuring | |||
| costs | costs | Other | Total | |
| £m | £m | £m | £m | |
At 1 October 2024 | (33.4) | (3.9) | (24.0) | (61.3) |
Created in the year | (3.3) | (2.5) | (4.0) | (9.8) |
Exchange differences | – | (0.1) | 0.1 | – |
Unwind of discount | (1.0) | – | – | (1.0) |
Unused amounts reversed | – | 2.6 | 2.2 | 4.8 |
Utilised | 4.3 | 1.3 | 3.6 | 9.2 |
At 30 September 2025 | (33.4) | (2.6) | (22.1) | (58.1) |
| Represented by: | ||||
Current | (4.4) | (2.6) | (9.2) | (16.2) |
Non–current | (29.0) | – | (12.9) | (41.9) |
(33.4) | (2.6) | (22.1) | (58.1) |
Provision for restoration costs represents estimates of potential costs to be incurred in restoring
a site to its original condition when it is vacated at the end of the lease term in accordance with statutory
requirements. This estimate is not considered to be a major source of estimation uncertainty for the
Group. Where the lease terms give the company the option to extend the lease and its extension is
probable or in countries where these payments are not required, no provision is made.
The utilisation of this provision depends on commercial practices of the channel and geography
of each site, and when a contract is renewed is not incurred. The provisions will be utilised at the end
of the lease terms, which typically vary between one and ten years in length. The discount rate used
as at 30 September 2025 was 3.1% (2024: 2.9%).
Within Other provisions, litigation provisions amounted to £3.6m in aggregate at 30 September 2025
(2024: £4.2m). The remaining amount represents probable expected costs in legal and related matters
and are not material individually.
24. Capital and reserves
| Share | Share | ||
| Number of | capital | premium | |
| shares | £m | £m | |
| Issued, called up and fully paid: | |||
Ordinary shares of £0.01085 each At 30 September 2024 | 798,495,196 | 8.6 | 472.7 |
| Ordinary shares issued in relation | |||
to the Group’s share plans | 3,181,000 | – | – |
At 30 September 2025 | 801,676,196 | 8.6 | 472.7 |
Notes to consolidated financial statements continued
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191 SSP Group plc Annual Report 2025
24. Capital and reserves continued
Employee benefit trust
The SSP Group plc Share Incentive Plan was established in 2014, in connection with the Company‘s UK
Share Incentive Plan (UK Trust). The SSP Group plc Share Plans Trust was established in 2018, in connection
with the Company‘s share option plans (Share Plan Trust). Details of the Company‘s share plans are set
out in the Directors‘ Remuneration Report on page 138 as part of the Annual Report on Remuneration.
| Capital | Cash flow | ||||
| redemption | Translation | hedging | Other | ||
| reserve | reserve | reserve | reserve | Total | |
| £m | £m | £m | £m | £m | |
At 30 September 2023 | 1.2 | (14.4) | – | (3.8) | (17.0) |
| Net gain on hedge of net investments | |||||
in foreign operations | – | 36.1 | – | – | 36.1 |
| Other foreign exchange translation | |||||
differences | – | (38.8) | – | – | (38.8) |
| Effective portion of change in fair value | |||||
of cash flow hedge | – | – | (0.7) | – | (0.7) |
| Purchase of non–controlling interest | |||||
in subsidiary | – | – | – | 0.3 | 0.3 |
| Deferred tax credit on gains arising | |||||
on exchange translation differences | – | 0.5 | – | – | 0.5 |
Deferred tax credit on cash flow hedges | – | – | 0.1 | – | 0.1 |
At 30 September 2024 | 1.2 | (16.6) | (0.6) | (3.5) | (19.5) |
| Net gain on hedge of net investments | |||||
in foreign operations | – | (26.9) | – | – | (26.9) |
| Other foreign exchange translation | |||||
differences | – | (5.1) | – | – | (5.1) |
| Effective portion of change in fair value | |||||
of Cash flow hedge | – | – | (0.1) | – | (0.1) |
| Purchase of non–controlling interest | |||||
in subsidiary | – | – | – | (11.4) | (11.4) |
| Deferred tax credit on losses arising | |||||
on exchange translation differences | – | 0.9 | – | – | 0.9 |
At 30 September 2025 | 1.2 | (47.7) | (0.7) | (14.9) | (62.1) |
| 2025 | 2024 | |
| £m | £m | |
At 1 October | 156.0 | 95.9 |
Share of profit for the year | 50.4 | 58.1 |
Dividends paid to non–controlling interests | (48.9) | (44.1) |
Capital contribution from non–controlling interests | 33.6 | 41.1 |
Acquisitions¹ | 3.0 | 10.0 |
Purchase of non–controlling interest in subsidiary | (1.1) | 6.7 |
Currency adjustment | (6.2) | (11.7) |
At 30 September | 186.8 | 156.0 |
Notes to consolidated financial statements continued
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192 SSP Group plc Annual Report 2025
25. Share-based payments
The Group has granted equity-settled share awards to its employees under the former Performance
Share Plan (PSP), the Restricted Share Plan (RSP), the UK Share Incentive Plan (UK SIP) and the
International Share Incentive Plan (ISIP).
Details of the terms and conditions of each share-based payment plan and the Group’s TSR comparator
group are provided on page 138 and page 134 respectively, as part of the Annual Report on Remuneration.
Restricted Share Plan
The RSP awards are subject to performance underpins. For Executive Directors and the GEC these
are outlined on page 138. Should any of the underpins not be met, the Remuneration Committee would
consider whether a discretionary reduction in the number of shares vesting was required.
Expense in the year
The Group incurred a charge of £1.9m in 2025 (2024: £6.0m) in respect of the PSP and RSP.
| 2025 | 2024 | |
| Number of | Number of | |
| shares | shares | |
Outstanding at 1 October | 11,298,726 | 9,202,763 |
Granted during the year | 11,794,031 | 4,452,991 |
Exercised during the year | (2,734,048) | (1,267,285) |
Lapsed during the year | (2,434,173) | (1,089,743) |
Outstanding at 30 September | 17,924,536 | 11,298,726 |
Exercisable at 30 September | 1,013,730 | 1,464,601 |
Weighted average remaining contracted life (years) | 1.6 | 5.4 |
Weighted average fair value of awards granted (£) | 2.0 | 2.2 |
The exercise price for the PSP and RSP awards is £nil.
Details of awards granted in the year
The RSPs granted during the year have been valued with reference to the share price at the date
of the award. Equity-settled awards are measured at fair value at grant date. The fair value of awards
granted is expensed on a straight-line basis over the vesting year, based on the Company’s estimate
of the number of shares that will actually vest.
No PSPs were granted during the year, or during the prior year.
UK Share Incentive Plan
The UK SIP is a share matching scheme which entitles participating employees to be given up to two free
ordinary shares (matching shares) for each SSP Group plc ordinary share purchased (partnership shares).
Both the partnership and matching shares are placed in trust for a three-year period. The UK SIP has been
in place since December 2014.
For each 12-month plan period from January 2016 to December 2021, the actual entitlement to matching
shares was fixed at one matching share for every two partnership shares purchased. For the period from
January 2015 to December 2015, the actual entitlement was fixed at one matching share for every one
partnership share purchased.
International Share Incentive Plan
The ISIP is a share matching scheme which entitles participating employees to be given up to two
free ordinary shares (matching shares) for each SSP Group plc ordinary share purchased (partnership
shares). The partnership shares are placed in trust for a three-year period. The ISIP has been in place since
September 2015.
For each 12-month plan period from November 2016 to October 2022, the actual entitlement to matching
shares was fixed at one matching share for every two partnership shares purchased. For the period from
November 2015 to October 2016, the entitlement was fixed at one matching share for every one
partnership share purchased.
26. Cash flow from operations
| 2025 | 2024 | ||
| Note | £m | £m | |
(Loss)/profit for the year | (24.0) | 85.5 | |
| Adjustments for: | |||
Depreciation of property, plant and equipment | 11 | 130.8 | 128.7 |
Depreciation of right–of–use assets | 13 | 276.8 | 236.1 |
Amortisation | 12 | 10.4 | 8.6 |
Derecognition of leases under IFRS 16 | (3.8) | (11.2) | |
Impairments | 116.8 | 33.0 | |
Gain on disposal of subsidiary | (1.0) | – | |
IT transformation costs | 24.5 | – | |
Share–based payments | 25 | 1.9 | 5.7 |
Finance income | 8 | (12.4) | (19.1) |
Finance expense | 8 | 117.1 | 111.8 |
Share of profit of associates | 14 | (8.2) | (5.4) |
Taxation | 9 | 13.6 | 33.1 |
Other | (2.3) | 4.2 | |
640.2 | 611.0 | ||
(Increase)/decrease in trade and other receivables | (11.2) | 5.5 | |
Increase in inventories | – | (2.2) | |
Increase/(decrease) in trade and other payables (including provisions) | 140.6 | (21.8) | |
Cash flow from operations | 769.6 | 592.5 |
Notes to consolidated financial statements continued
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193 SSP Group plc Annual Report 2025
| Gross debt | ||||||
| Bank and | US Private | |||||
| Cash and cash | other | Placement | Total gross | |||
| equivalents | borrowings | notes | Leases | debt | Net debt | |
| £m | £m | £m | £m | £m | £m | |
At 30 September 2023 | 303.3 | (347.1) | (348.4) | (1,028.7) | (1,724.2) | (1,420.9) |
| Net decrease in cash | ||||||
and cash equivalents | (34.4) | – | – | – | – | (34.4) |
Cash inflow from USPP drawdown | – | – | (205.4) | – | (205.4) | (205.4) |
Cash outflow from other changes in debt | – | 14.4 | – | – | 14.4 | 14.4 |
Cash inflow from other changes in debt | – | (7.1) | – | – | (7.1) | (7.1) |
Cash outflow from payment of lease liabilities | – | – | – | 280.7 | 280.7 | 280.7 |
Lease amendments² | – | – | – | (383.9) | (383.9) | (383.9) |
| Currency translation | ||||||
(losses)/gains | (14.1) | 7.9 | 30.0 | 42.8 | 80.7 | 66.6 |
| Other non–cash | ||||||
movements¹ | – | 5.6 | 2.8 | – | 8.4 | 8.4 |
At 30 September 2024 | 254.8 | (326.3) | (521.0) | (1,089.1) | (1,936.4) | (1,681.6) |
| Net increase in cash | ||||||
and cash equivalents | 92.6 | – | – | – | – | 92.6 |
Cash inflow from USPP drawdown | – | – | (200.7) | – | (200.7) | (200.7) |
Cash outflow from other changes in debt | – | 163.0 | – | – | 163.0 | 163.0 |
Cash inflow from other changes in debt | – | (4.2) | – | – | (4.2) | (4.2) |
Cash outflow from payment of lease liabilities | – | – | – | 329.0 | 329.0 | 329.0 |
Lease amendments² | – | – | – | (466.9) | (466.9) | (466.9) |
| Currency translation | ||||||
(losses)/gains | (5.4) | (7.9) | (19.6) | (15.7) | (43.2) | (48.6) |
| Other non–cash | ||||||
movements¹ | – | – | 0.5 | – | 0.5 | 0.5 |
At 30 September 2025 | 342.0 | (175.4) | (740.8) | (1,242.7) | (2,158.9) | (1,816.9) |
28. Financial instruments
| Carrying | Fair | Carrying | Fair | |
| amount | value | amount | value | |
| 2025 | 2025 | 2024 | 2024 | |
| Financial assets measured at amortised cost | £m | £m | £m | £m |
Cash and cash equivalents | 342.0 | 342.0 | 254.8 | 254.8 |
Trade and other receivables | 253.1 | 253.1 | 214.3 | 214.3 |
Total financial assets measured at amortised cost | 595.1 | 595.1 | 469.1 | 469.1 |
Non-derivative financial liabilities measured at amortised cost | ||||
Bank loans | (175.4) | (175.4) | (326.3) | (326.3) |
US Private Placement notes | (740.8) | (741.8) | (521.0) | (521.5) |
Lease liabilities | (1,242.7) | (1,242.7) | (1,089.1) | (1,089.1) |
Trade and other payables | (838.2) | (838.2) | (689.0) | (689.0) |
Total financial liabilities measured at amortised cost | (2,997.1) | (2,998.1) | (2,625.4) | (2,625.9) |
| Derivative financial liabilities | ||||
Interest rate swaps | (0.6) | (0.6) | (0.7) | (0.7) |
Total derivative financial liabilities | (0.6) | (0.6) | (0.7) | (0.7) |
Notes to consolidated financial statements continued
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194 SSP Group plc Annual Report 2025
28. Financial instruments continued
| 2025 | 2024 | |
| £m | £m | |
Total trade receivables | 44.9 | 38.8 |
Less: loss allowance | (6.5) | (7.8) |
38.4 | 31.0 | |
| Of which: | ||
Not yet due | 30.4 | 12.4 |
Overdue, between 0 and 6 months | 11.2 | 22.3 |
Overdue, more than 6 months | 3.3 | 4.1 |
Loss allowance | (6.5) | (7.8) |
38.4 | 31.0 |
| 2025 | 2024 | |
| £m | £m | |
At 1 October | (7.8) | (9.5) |
Charged in the year | (0.8) | (0.6) |
Reversed in the year | 0.6 | 1.9 |
Utilised in the year | 1.3 | 0.1 |
Currency adjustment | 0.2 | 0.3 |
At 30 September | (6.5) | (7.8) |
| 2025 | 2024 | |
| £m | £m | |
High grade | 31.4 | 66.5 |
Upper medium grade | 126.5 | 49.5 |
Medium grade | 39.9 | 14.6 |
Non-investment grade | 1.0 | 16.3 |
Unrated | 112.9 | 93.5 |
311.7 | 240.4 | |
Cash in hand and in transit | 30.3 | 14.4 |
342.0 | 254.8 |
Notes to consolidated financial statements continued
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195 SSP Group plc Annual Report 2025
28. Financial instruments continued
| 2025 | ||||||
| Carrying | Contractual | 1 year | 1 to | 2 to | ||
| amount | cash flows | or less | <2 years | <5 years | >5 years | |
| £m | £m | £m | £m | £m | £m | |
| Non-derivative | ||||||
| financial liabilities | ||||||
Bank loans | (175.4) | (189.1) | (27.5) | (161.6) | – | – |
| US Private | ||||||
Placement notes | (740.8) | (857.0) | (127.8) | (26.8) | (622.0) | (80.4) |
Lease liabilities | (1,242.7) | (1,835.5) | (351.4) | (323.6) | (730.7) | (429.8) |
Trade and other payables | (838.2) | (838.2) | (836.5) | (0.8) | – | (0.9) |
(2,997.1) | (3,719.8) | (1,343.2) | (512.8) | (1,352.7) | (511.1) |
| 2024 | ||||||
| Carrying | Contractual | 1 year | 1 to | 2 to | ||
| amount | cash flows | or less | <2 years | <5 years | >5 years | |
| £m | £m | £m | £m | £m | £m | |
| Non-derivative | ||||||
| financial liabilities | ||||||
Bank loans | (326.3) | (366.9) | (29.4) | (25.0) | (312.5) | – |
| US Private | ||||||
Placement notes | (521.0) | (618.1) | (22.3) | (119.7) | (346.2) | (129.9) |
Lease liabilities | (1,089.1) | (1,555.0) | (285.5) | (284.4) | (630.0) | (355.1) |
Trade and other payables | (689.0) | (689.0) | (687.5) | (0.5) | – | (1.0) |
(2,625.4) | (3,229.0) | (1,024.7) | (429.6) | (1,288.7) | (486.0) |
| 2025 | 2024 | |
| Cash at bank and in hand | £m | £m |
Sterling | 103.3 | 32.8 |
Other currencies | 238.7 | 222.0 |
342.0 | 254.8 |
Notes to consolidated financial statements continued
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Strategic reportOverview
196 SSP Group plc Annual Report 2025
28. Financial instruments continued
Floating-rate liabilities | Fixed-rate liabilities | Total | ||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
| Currency | £m | £m | £m | £m | £m | £m |
Sterling | – | (75.0) | (41.4) | (116.4) | (41.4) | (191.4) |
Euro | (74.8) | (71.3) | (558.5) | (344.0) | (633.3) | (415.3) |
US Dollar | – | – | (231.6) | (233.0) | (231.6) | (233.0) |
Saudi Riyal | – | – | (8.9) | – | (8.9) | – |
Hong Kong Dollar | – | – | (1.6) | – | (1.6) | – |
Philippine Peso | (0.4) | – | – | – | (0.4) | – |
Indian Rupee | – | (0.8) | – | – | – | (0.8) |
(75.2) | (147.1) | (842.0) | (693.4) | (917.2) | (840.5) |
29. Commitments
Capital commitments at the end of the financial year, for which no provision has been made,
are as follows:
| 2025 | 2024 | |
| £m | £m | |
Contracted for but not provided | 110.9 | 128.8 |
Capital commitments relate to where the Group has contractually committed to acquire and/or build
tangible assets that are not yet incurred as at 30 September 2025.
| 2025 | 2024 | |
| £m | £m | |
Sales to related parties | 0.7 | 0.8 |
Purchases from related parties | (8.5) | (7.8) |
Management fee income | 3.5 | 2.3 |
Other income | 2.4 | 3.2 |
Other expenses¹ | (16.2) | (17.9) |
Amounts owed by related parties at the end of the year | 5.3 | 3.8 |
Amounts owed to related parties at the end of the year² | (15.0) | (24.6) |
Notes to consolidated financial statements continued
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197 SSP Group plc Annual Report 2025
30. Related parties continued
| 2025 | 2024 | |
| £m | £m | |
Short–term employee benefits | (8.7) | (8.1) |
Post–employment benefits | (0.5) | (0.4) |
Share–based payments | (2.2) | (2.3) |
(11.4) | (10.8) |
31. Business combinations and other acquisitions
Acquisitions in 2025
On 11 December 2024 the Group completed the acquisition of the controlling 60% of a company
in Indonesia from food and beverage business PT Taurus Gemilang (TG) owning the remaining 40%.
This new company will operate 13 outlets, 12 of which are located at I Gusti Ngurah Rai International
Airport in Bali, and one at Juanda International Airport in Surabaya. These are currently a mix of TG’s
own brands, as well as a number of local franchised brands, including Made’s Warung Balinese restaurant
and coffee brand Revolver.
The total consideration under the agreement is £11.6m, partially paid in cash on the completion date,
and the remainder later in the year.
Assets acquired and liabilities assumed (provisional)
The fair values of the identifiable assets and liabilities of the as at the date of acquisition were provisionally
determined as follows:
| Fair value | |
| recognised on | |
| acquisition | |
| £m | |
| Assets | |
Property, plant and equipment (Note 11) | 1.0 |
Right–of–use assets (Note 13) | 8.1 |
Inventory and other receivables | 0.7 |
Cash | 1.1 |
| Liabilities | |
Other liabilities | (1.6) |
Lease liabilities (Note 21) | (3.2) |
Total identifiable net assets at fair value | 6.1 |
Non–controlling interest measured at fair value | (3.0) |
Increase in Other receivables due from NCI | 0.8 |
Goodwill arising on acquisition (Note 12) | 7.7 |
Total | 11.6 |
| Satisfied by: | |
Purchase consideration pain in cash paid | 11.6 |
Concession rights
The Group measured the acquired lease liabilities using the present value of the remaining lease payments
at the date of acquisition. The right-of-use assets were measured at an amount equal to the lease
liabilities and adjusted to reflect the favourable terms of the lease relative to market. The right-of-use
assets include concession rights amounting to £4.9m will be amortised over the life of the contracts.
Goodwill
The provisional goodwill recognised on the acquisition amounted to £7.7m. The goodwill represents
the difference between the identified assets and the purchase consideration. The nature of the goodwill
is similar and represents the value of potential renewable options, the enhanced ability to access tenders
in new airports and cost synergies.
Other
During the year the Group also acquired the additional 1.01% stake in Travel Food Services Limited
changing its ownership from 49% to 50.01% for the total consideration of £12.5m. As at the date
of acquisition, the 1.01% of the accumulated non-controlling interest amounted to £1.1m.
Notes to consolidated financial statements continued
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198 SSP Group plc Annual Report 2025
31. Business combinations and other acquisitions continued
Acquisitions in 2024
The net assets recognised from the acquisitions below were based on a provisional assessment of their
fair values while the Group was finalising the valuation for committed capital spending and concession
rights across those acquisitions. The valuation had not been completed by the date the 2024 financial
statements were approved. During the current year the valuations were completed, and the final
amount assets and liabilities were recorded. The 2024 comparative information was not restated to
reflect the adjustments to the provisional amounts as they are insignificant individually. There was also
a corresponding reduction in goodwill of £4.9m an increase of £0.9m in the non-controlling interest.
A summary of the details of the acquisitions completed in the previous year is shown in the table below:
Business/Company | Sector | Country | SSP Ownership | Acquisition date |
| Midfield Concession Enterprise Inc. | ||||
(Denver airport) | Air | USA | 60% | 16 November 2023 |
ECG Ventures Ltd | Air | Canada | 100% | 11 December 2023 |
Mack II | Air | USA | 51% | 1 February 2024 |
Airport Retail Enterprise | Air | Australia | 100% | 1 May 2024 |
Backwerk | Rail | Germany | 100% | 1 July 2024 |
Midfield Concession Enterprise Inc
On 16 November 2023, the Group took operational control of the Denver airport part of the acquisition
of the concessions business of Midfield Concession Enterprises, Inc. The total consideration for the
Denver airport concession after completion adjustments was £15.1m.
ECG Ventures Ltd
On 11 December 2023 the Group acquired ECG Ventures Limited (ECG) based in Calgary, Canada. This
involves taking over the leases of three units at Calgary Airport and two additional units at Edmonton
Airport. The cash consideration for the acquisition was approximately £30.6m (CAD52.0m).
Mack II
On 1 February 2024 the Group acquired the business of Mack II which consisted of eight units at Atlanta
airport. The cash consideration for the acquisition was approximately £11.0m.
Airport Retail Enterprises Pty Ltd
On 13 February 2024, the Group signed an agreement to purchase Airport Retail Enterprises Pty Ltd
(‘ARE’). This has expanded the Group’s presence across Australia adding 63 outlets across seven airports
to its portfolio: Sydney, Melbourne, Brisbane, Gold Coast, Canberra, Townsville and Mount Isa. The cash
consideration for the acquisition was approximately £82.9m (AUS$158m) (subject to completion
adjustments). The transaction completed on 1 May 2024.
Backwerk
On 31 May 2024, Station Food GmbH (Germany) signed a agreement to purchase two operating units
from Hannover HBF (‘BW’). This has expanded Station Food GmbH presence by 2 outlets at a new
location (Hannover). The cash consideration for the acquisition was approximately £6.6m (EUR 7.7m).
The transaction was completed on 1 July 2024.
Assets acquired and liabilities assumed (as at 30 September 2024)
The fair values of the identifiable assets and liabilities acquisitions (completed in the year) as at the date
of acquisition were determined as follows:
| Fair value recognised on acquisition | ||||||
| Denver airport | Mack II | ECG Ventures | ARE | BW | Total | |
| £m | £m | £m | £m | £m | £m | |
| Assets | ||||||
| Property, plant and equipment | ||||||
(Note 11) | 9.7 | 1.2 | 4.0 | 7.4 | 0.5 | 22.8 |
Intangible assets | – | – | 0.2 | 0.8 | – | 1.0 |
Right–of–use assets (Note 13) | 11.3 | 10.4 | 21.8 | 60.9 | 6.1 | 110.5 |
Inventory | – | – | 0.2 | 0.9 | – | 1.1 |
Other receivables | – | – | 0.1 | 0.5 | – | 0.6 |
Cash | – | – | – | 9.5 | – | 9.5 |
| Liabilities | ||||||
Other liabilities | – | (0.5) | (0.9) | (12.4) | – | (13.8) |
Lease liabilities (Note 21) | (8.4) | (5.3) | – | (34.0) | – | (47.7) |
Deferred tax liability | – | – | (5.8) | (9.7) | – | (15.5) |
Provisions | – | – | – | (3.2) | – | (3.2) |
| Total identifiable net assets | ||||||
at fair value | 12.6 | 5.8 | 19.6 | 20.7 | 6.6 | 65.3 |
| Non–controlling interest | ||||||
measured at fair value | (5.1) | (3.2) | – | – | – | (8.3) |
| Increase in Other receivables | ||||||
due from NCI | 5.1 | 5.8 | – | – | – | 10.9 |
| Goodwill arising on acquisition | ||||||
(Note 12) | 2.5 | 2.6 | 12.6 | 62.2 | – | 79.9 |
Total net assets acquired | 15.1 | 11.0 | 32.2 | 82.9 | 6.6 | 147.8 |
| Satisfied by: | ||||||
| Purchase consideration | ||||||
Cash paid | 6.9 | 11.0 | 30.6 | 82.9 | 6.6 | 138.0 |
| Offsets against NCI receivables | ||||||
in other joint ventures from the same joint venture partners | 5.7 | – | – | – | – | 5.7 |
Deferred considerations | 1.9 | – | 1.6 | – | – | 3.5 |
Capital expenditure settlements | 0.6 | – | – | – | – | 0.6 |
Total purchase consideration | 15.1 | 11.0 | 32.2 | 82.9 | 6.6 | 147.8 |
Notes to consolidated financial statements continued
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199 SSP Group plc Annual Report 2025
31. Business combinations and other acquisitions continued
Concession rights
The Group measured the acquired lease liabilities using the present value of the remaining lease payments
at the date of acquisition. The right-of-use assets were measured at an amount equal to the lease
liabilities and adjusted to reflect the favourable terms of the lease relative to market. The right-of-use
assets include concession rights amounting to £62.8m in total across the five acquisitions will be
amortised over the life of the contracts.
Goodwill
The goodwill recognised on the five acquisitions in total amounted to £79.9m. The goodwill on these
acquisitions represents the difference between the identified assets and the purchase consideration.
The nature of the goodwill is similar and represents the value of potential renewable options, the
enhanced ability to access tenders in new airports and cost synergies.
From the date of the completion the five acquisitions contributed £81.4m of revenue and £7.9m of profit
before tax from operations of the Group. If the acquisitions had all taken place at the beginning of the
year they would have contributed c.£215m of additional revenue in 2024. It is not practically possible
to calculate profit before tax should the acquisition had taken place at the beginning of the year.
Other
During the year the Group also acquired 51% shares in SSP Arabia Limited (Saudi Arabia) with the total
cash consideration of £1.5m with cash acquired of £2.6m.
Purchase of non-controlling interest
Prior to 14 December 2023 the Group held a controlling 50% interest in SSP Brazil with the residual value
of accumulated non-controlling interest (losses) of £6.4m. On 14 December 2023, the Group purchased
the remaining 50% interest in SSP Brazil, taking its ownership to 100%. The consideration paid for the
additional 50% interest in SSP Brazil was equivalent to £0.6m.
Purchase of an associate
On 25 October 2023, the Group acquired a non-controlling 50% interest in Extime Food & Beverage
Paris SAS for the consideration of £10.5m with a controlling interest held by Aeroports de Paris.
32. Post balance sheet events
On 17 October 2025 the Group raised EUR180m via a Term Loan with two of its existing lending banks
to fully repay and cancel the pre-existing EUR Term Loan entered into in 2023. This new Term Loan has
a two-year maturity with an option to extend for a further year.
On 6 October 2025, the Group commenced a £100m share buyback programme.
The Group will undertake a wide-ranging review of our Continental European Rail business, and consider
options to realise value for SSP shareholders in line with the delivery of the TFS free float requirement.
Notes to consolidated financial statements continued
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200 SSP Group plc Annual Report 2025
Notes
2025
£m
2024
£m
Fixed assets
Investments 34 1,206.0 1,204.9
1,206.0 1,204.9
Current assets
Debtors due within one year 35 299.4 305.4
Liabilities falling due within one year
Creditors 36 (88.2) (62.1)
Net current assets 211.2 243.3
Net assets 1,417.2 1,448.2
Capital and reserves
Called up share capital 37 8.6 8.6
Share premium account 37 472.7 472.7
Capital redemption reserve 37 1.2 1.2
Profit and loss account 37 934.7 965.7
Total equity shareholders‘ funds 1,417.2 1,448.2
The Company’s loss for the year was £3.3m (2024: £0.8m).
These financial statements were approved by the Board of Directors on 3 December 2025 and were signed on its behalf by
Geert Verellen
Group CFO
Registered number: 5735966
Company balance sheet
As at 30 September 2025
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201 SSP Group plc Annual Report 2025
Company statement of changes in equity
As at 30 September 2025
Share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Profit and
loss account
£m
Total
equity
£m
At 30 September 2023 8.6 472.7 1.2 992.3 1,474.8
Loss for the year – – – (0.8) (0.8)
Share-based payments – – – 3.7 3.7
Dividend paid to shareholders – – – (29.5) (29.5)
At 30 September 2024 8.6 472.7 1.2 965.7 1,448.2
Loss for the year – – – (3.3) (3.3)
Shared-based payments – – – 1.9 1.9
Dividend paid to shareholders – – – (29.6) (29.6)
At 30 September 2025 8.6 472.7 1.2 934.7 1,417.2
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202 SSP Group plc Annual Report 2025
Notes to Company financial statements
33. Accounting policies
SSP Group plc (the Company) is a company incorporated in the UK.
These statements present information about the Company as an individual undertaking and not about
its Group. The separate financial statements are presented as required by the Companies Act 2006.
Basis of preparation
These financial statements have been prepared in accordance with Financial Reporting Standard 101
Reduced Disclosure Framework (FRS 101) under the historical cost accounting rules.
In preparing these financial statements, the Company applies the recognition, measurement and
disclosure requirements of UK-adopted international accounting standards and has set out below
where advantage of the FRS 101 disclosure exemptions has been taken:
•
the cash flow statement and related notes;
•
disclosures in respect of transactions with wholly owned subsidiaries;
•
disclosures in respect of capital management;
•
disclosures required in respect of financial instruments;
•
disclosures in respect of share based payments;
•
the effects of new but not yet adopted standards; and
•
disclosures exemption from the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes
Where relevant, equivalent disclosures have been given in the consolidated financial statements.
The principal accounting policies adopted are the same as those set out in note 1 to the consolidated
financial statements except as noted below. The following accounting policies have been applied
consistently in dealing with items which are considered material in relation to the Company‘s balance
sheet and related notes.
The Company uses Sterling as its presentational and functional currency and all values have been
rounded to the nearest £0.1m unless otherwise stated.
Under Section 408 of the Companies Act 2006, the Company is exempt from the requirement to
present its own income statement. The loss for the financial year (2024: loss) is disclosed in note 37
to these accounts. The Company has no other recognised gains or losses in the current or preceding
year and, therefore, no statement of comprehensive income is presented.
Going concern
SSP Group plc is the ultimate parent company of the SSP Group. As part of the Group’s adoption of
the going concern basis, the Board has reviewed the Group’s trading forecasts, incorporating different
scenarios to reflect the uncertainty surrounding the economic and geo-political environment over the
next twelve months. Having carefully reviewed these forecasts, the Directors have concluded that it
is appropriate to adopt the going concern basis of accounting in preparing these financial statements
for the reasons set out on page 169 relating to the consideration of the Group‘s going concern basis.
Investments
Investments in subsidiaries are stated at cost less provision for impairment losses.
Impairment
The carrying values of the Company‘s assets are reviewed for impairment when events or changes in
circumstances indicate that the carrying amount of the fixed asset may not be recoverable. If any such
indication exists, the asset‘s recoverable amount is estimated. The recoverable amount of an asset or
cash-generating unit is the greater of its value in use and its fair value less costs of disposal. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the
asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped
together into the smallest group of assets that generates cash inflows from continuing use that are
largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).
An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable
amount. When a subsequent event or change in circumstances causes the recoverable amount of an
asset to increase, the previously recognised impairment loss is reversed through the income statement,
but only to the extent that the carrying amount does not exceed the original cost.
Taxation
The charge for taxation is based on the results for the year and takes into account taxation deferred
because of temporary differences between the treatment of certain items for taxation and accounting
purposes. Tax is recognised in the profit and loss account except where it relates to items taken directly
to equity, in which case it is recognised in equity. Deferred tax is recognised in respect of all temporary
differences between the treatment of items for taxation and accounting purposes which have arisen
but not reversed by the balance sheet date, except as otherwise required by FRS 101.
Deferred tax assets are recognised to the extent that it is regarded as probable that they will
be recovered.
Share-based payment compensation
The Company has granted equity-settled share awards to Group employees. Equity-settled awards
are measured at fair value at grant date. The fair value of awards granted to employees of the Company
is expensed on a straight-line basis over the vesting period, based on the Company‘s estimate of the
number of shares that will actually vest. The cost of awards to employees of subsidiary undertakings
is accounted for as an additional investment.
Financial guarantee contracts
Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other
companies within its group, the Company considers these to be in the scope of IFRS 9 and accounts for
them as such. Financial guarantee contracts issued are initially measured at fair value. Subsequently,
they are measured at the higher of the loss allowance determined in accordance with IFRS 9 and the
amount initially recognised less, when appropriate, the cumulative amount of income recognised in
accordance with the principles of IFRS 15.
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203 SSP Group plc Annual Report 2025
34. Investments in subsidiary undertakings
Shares in Group
undertaking
£m
Cost
At 1 October 2024 1,204.9
Additions 1.1
At 30 September 2025 1,206.0
Net book value
At 30 September 2025 1,206.0
At 30 September 2024 1,204.9
Impairment
The directors have assessed whether the Company’s fixed asset investments require impairment under
the accounting principles set out in FRS 101.
In order to make this assessment, future cash flows were forecast for the next five years with growth
rates of between 0.7% and 6.5% (2024: 0.7% and 6.5%) per annum thereafter. These cash flows were
discounted by applying discount rates of between 10.7% and 26.3% (2024: 12.1% and 37.5%). The values
applied to the key assumptions are derived from a combination of external and internal factors based
on past experience together with management’s future expectations about business performance.
Sensitivity analysis
Whilst management believe the assumptions are realistic, it is possible that additional impairments
would be identified if any of the above sensitivities were changed significantly. A sensitivity analysis has
been performed on each of these key assumptions with the other variables held constant. An increase
in the discount rate by 1%, a reduction in the growth rate by 1%, or a reduction in EBITDA of 10% in each
forecast year would result in no additional impairments.
35. Debtors
Due within one year
2025
£m
2024
£m
Amount receivable from Group undertakings 297.7 303.8
Other debtors 1.7 1.6
299.4 305.4
Amounts receivable from Group undertakings are repayable on demand. (although the amount is not
expected to be repaid within one year). The Company has undertaken a review of the liquidity position
of the counterparty subsidiaries and noted that the subsidiaries continue to have sufficient immediately
available funds to settle the receivables at the balance sheet date. As a result, expected credit losses
are immaterial in respect of these receivables.
36. Creditors
Due within one year
2025
£m
2024
£m
Amounts payable to Group undertakings (81.8) (54.0)
Accruals and deferred income – (0.3)
Trade and other payables (2.9) (4.7)
Other taxation and social security (3.5) (3.1)
(88.2) (62.1)
37. Capital and reserves
Share capital and share premium
Number of
shares
Share
capital
£m
Share
premium
£m
Issued, called up and fully paid:
Ordinary shares of £0.01085 each
At 30 September 2024 798,495,196 8.6 472.7
Ordinary shares issued in relation to the Group’s
share incentive plans 3,181,000 – –
At 30 September 2025 801,676,196 8.6 472.7
The Company also holds 263,499 treasury shares (2024: 263,499) amounting £1.7m (2024:£1.7m) that
are recorded as a deduction against profit and loss account.
Reserves
Capital
redemption
reserve
£m
Profit and
loss
account
£m
Total
£m
At 30 September 2023 1.2 992.3 993.5
Loss for the year – (0.8) (0.8)
Share–based payments – 3.7 3.7
At 30 September 2024 1.2 965.7 966.9
Loss for the year – (3.3) (3.3)
Share–based payments – 1.9 1.9
Dividend paid to shareholders – (29.6) (29.6)
At 30 September 2025 1.2 934.7 935.9
Notes to Company financial statements continued
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204 SSP Group plc Annual Report 2025
37. Capital and reserves continued
Capital redemption reserve
The capital redemption reserve relates to the cancellation of the deferred ordinary shares in 2015.
Profit and loss account
The Company‘s loss for the financial year was £3.3m (2024: loss of £0.8m).
Dividends
The following dividends were paid in the year per qualifying ordinary share:
Payment date
2025
£m
2024
£m
2.3p final dividend for 2024 (final dividend for 2023: 2.5p) 24February 2025 18.4 19.9
1.4p interim dividend for 2025 (interim dividend for 2024: 1.2p) 24 June 2025 11.2 9.6
After the balance sheet date, a final dividend of 2.8p per share per qualifying ordinary share (£22.4m)
was proposed by the directors. The dividends have not been provided for.
38. Directors‘ remuneration
The remuneration of the Directors of the Company is disclosed in the Directors’ Remuneration Report
on pages 118-148. Details of PSA and DSBP awards made to Executive Directors are given on page 130.
39. Related parties
The Company has identified the Directors of the Company and the Group Executive Committee as
related parties for the purpose of FRS 101. Details of the relevant relationships with these related parties
are disclosed in note 30 to the Group accounts.
The Company has no transactions with or amounts owed to or from partly owned subsidiary
undertakings. All holdings in partly owned undertakings are held through indirectly held wholly
owned subsidiaries of the Company.
40. Contingent liabilities
The Company is a guarantor for the Group’s main bank facilities and US Private Placement borrowings.
The borrowings under the facilities at 30 September 2025 were £895.2m (2024: £817.7m).
The Company has also provided guarantees in relation to certain operating liabilities of operating
subsidiaries. All such liabilities are expected to be paid by the relevant subsidiary in the normal course
of business. The Company’s guarantees of the Group’s external debt are considered to have a de minimis
value as the parent company has no further assets beyond those held by the debt issuing company.
41. Other information
The audit fee for Company‘s annual financial statements was £1.4m (2024: £1.4m). The average number
of persons employed by the Company (including Directors) during the year was 101 (2024: 99). Total staff
costs (excluding charges for share-based payments) were £15.0m (2024: £12.8m).
42. Group companies
In accordance with Section 409 of the Companies Act 2006, a full list of subsidiaries, associates and
other investments (held directly and indirectly by the Company) at the year end are as disclosed below.
Group companies included in the consolidation are those companies controlled by the Group. Control
exists when the Group has the power to direct the activities of an entity so as to affect the return on
investment. In certain cases an entity may be consolidated when the percentage of shares held may
be less than 50% as the Group has the power to control such activities.
Part A – Subsidiaries
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
Subsidiaries (all of which are included in the Group consolidation):
Australia
Airport Retail Enterprises Pty Ltd
Suite 405, 83 York Street, Sydney NSW 2000, Australia
Grimco Pty Ltd
Suite 405, 83 York Street, Sydney, Australia, NSW 2000
SSP Australia Airport Concessions Pty Ltd
Suites 405-06 & 407, Level 4, 83-87 York Street, Sydney 2000,
Australia
Holding company
SSP Australia Airport F&B Pty Ltd
Suites 405-06 & 407, Level 4, 83-87 York Street, Sydney 2000,
Australia
SSP Australia Catering Pty Limited³
Suites 405-06 & 407, Level 4, 83-87 York Street, Sydney 2000,
Australia
Holding company
WA Airport Hospitality Pty Limited
Suites 405-06 & 407, Level 4, 83-87 York Street, Sydney 2000,
Australia
Austria
SSP Österreich GmbH
Office Park 4/2. OG / Top A.27, 1300 Wien-Flughafen, Austria
Bahrain
SSP Bahrain W.L.L
Falcon Tower, Office 614. Building No 60, Road 1701, Block 317,
Diplomatic Area, Manama, Kingdom of Bahrain
51%
Belgium
SSP Aérobel SPRL
Rue des Frères Wright, 8 Boite 12, 6041 Charleroi, Belgium
SSP Belgium SPRL
Korte Ambachtstraat 4, 9860, Oosterzele, Belgium
Notes to Company financial statements continued
Corporate governance Financial statementsStrategic reportOverview
205 SSP Group plc Annual Report 2025
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
Brazil
SSP Restaurantes Brasil Ltda
Av. Graça Aranha, 226, salas 301-303, Centro – Rio de Janeiro/RJ
Bulgaria
Select Service Partner Bulgaria EOOD
64 Christopher Columbus Blvd, Business Complex Sofia Airport Center,
Building B3, entr.3, fl.0, office P Region Iskar, Sofia, 1592, Bulgaria
Cambodia
Select Service Partner (Cambodia) Limited
No 4B, Street Vat Ang Taming, Sangkat Kakab,
Khan Poh Sen Chey, Phnom Penh
Inactive company
1.7
Canada
Cale Inglis Investments Ltd
1000, 250 - 2nd Street SW, Calgary AB T2P 0C1, Canada
ECG Ventures Ltd
1000, 250 - 2nd Street SW, Calgary AB T2P 0C1, Canada
GEI Investments Ltd
1000, 250 - 2nd Street SW, Calgary AB T2P 0C1, Canada
SSP Canada Airport Services Inc.
30th Floor, 360 Main Street, Winnipeg MB R3C 4G1, Canada
SSP Canada Food Services Inc.
DLA Piper (Canada) Suite 2700, 1133 Melville Street Vancouver BC V6E
4E5
SSP Québec Food Services Inc.
1010 Rue Sherbrooke O, Montréal, Québec H3A Canada
16
Cyprus
SSP Catering Cyprus Limited
Vision Tower 1st Floor, 67 Limassol Avenue, Lamda Vision,
2121 Aglantzia, Nicosia, Cyprus
Holding and
Management
Services company
SSP Louis Airport Restaurants Limited
Vision Tower 1st Floor, 67 Limassol Avenue, Lamda Vision,
2121 Aglantzia, Nicosia, Cyprus
Holding company 60%
Denmark
SSP Denmark ApS
Lufthavnsboulevarden 14, 1. sal, 2770, Kastrup, Denmark
Egypt
SSP Egypt for Restaurants JSC
Cairo International Airport, Airmall Building, 1st Floor, Cairo, Egypt
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
Estonia
Select Service Partner Eesti A/S
Veerenni 38, Tallinn 10 138, Estonia
Finland
Select Service Partner Finland Oy
Helsinki Airport, Vantaa, FI-01530, Finland
France
Bars et Restaurants Aéroport Lyon Saint Exupéry SAS
Immeuble l‘Arc, BP 197, Lyon Saint Exupéry Aéroport,
69125, Colombier-Saugnieu, France
Les Buffets Boutiques et Services des Autoroutes de France SNC
5, rue Charles de Gaulle, 94140, Alfortville, France
Inactive company
Select Service Partner SAS
5, rue Charles de Gaulle, 94140, Alfortville, France
Holding and
Management
Services company
SSP Aéroports Parisiens SASU
5, rue Charles de Gaulle, 94140, Alfortville, France
SSP Caraibes SASU
5, rue Charles de Gaulle, 94140, Alfortville, France
SSP France Financing SAS
Immeuble le Virage, 5, Allée Marcel Leclerc,
CS60017 13417 Marseille Cedex 08, France
Holding company
SSP Museum SAS
5, rue Charles de Gaulle, 94140, Alfortville, France
SSP Paris SASU
5, rue Charles de Gaulle, 94140, Alfortville, France
SSP Province SAS
5, rue Charles de Gaulle, 94140, Alfortville, France
Germany
SSP Deutschland GmbH
The Squaire 24, 60549 Frankfurt am Main, Germany
SSP Financing Germany GmbH
The Squaire 24, 60549 Frankfurt am Main, Germany
Holding company
Station Food GmbH
The Squaire 24, 60549 Frankfurt am Main, Germany
Greece
Select Service Partner Restaurants Hellas Single Member SA
Athens International Airport “El. Venizelos”, Building 11,
Office 2/I132, 190 19 Spata, Athens, Greece
42. Group companies continued
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206 SSP Group plc Annual Report 2025
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
Hong Kong
Select Service Partner Asia Pacific Limited
Suites 1201-2 & 12-14, 12/F, North Tower, World Finance Centre,
Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong, Hong Kong
Holding and
Management
Services company
Select Service Partner Hong Kong Limited
Suites 1201-2 & 12-14, 12/F, North Tower, World Finance Centre,
Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong
SSP AD Lounges HK Limited
Suites 1201-2 & 12-14, 12/F, North Tower, World Finance Centre,
Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong
38.51%
SSP China Development Limited⁶
Suite 1106-8, 11/F, Tau Yau Building, No. 181 Johnston Road,
Wanchai, Hong Kong
Holding company
3
Hungary
SSP Hungary Catering Kft
Budapest Ferenc Liszt International Airport, Terminal 2B,
1185 Budapest, Hungary
Iceland
SSP Iceland ehf.
Smaratorgi 3, 201 Kopavogur, Iceland
India
Eliteassist Technology and Services Private Limited
Block A, South Wing, 1st floor, Shiv Sagar Estate, Dr.Annie Besant Road,
Worli, Mumbai, 400018 India
50.01%
1,10
Mumbai Airport Lounge Services Private Limited
Block A, South Wing,1st floor, Shiv Sagar Estate, Dr. Annie Besant Road,
Worli, Mumbai, 400018 India
22.2%
1,15
QMT Lifestyle and Technology Services Private Limited
Block A, South Wing,1st floor, Shiv Sagar Estate, Dr. Annie Besant Road,
Worli, Mumbai, 400018 India
50.01%
Tabemono True Aromas Private Limited
Adani Corporate House, Shantigram, S G Highway,
Khodiyar, Gandhinagar, Gandhi Nagar, GJ 382421, India
12.50%
TFS Gurgaon Airport Services Private Limited
12th Floor, Tower A, Vatika, Mindspaces, Sector 27D, Mathura Road,
Faridabad, Haryana, 121003, India
50.01%
Travel Food Services (Delhi Terminal 3) Private Limited
New Udaan Bhawan, Opposite Terminal 3, IGI Airport,
New Delhi, 110 037, India
30.01%
1,11
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
Travel Food Services Limited
Block A, South Wing,1st floor, Shiv Sagar Estate, Dr. Annie Besant Road,
Worli, Mumbai, 400018 India
50.01%
1
Indonesia
PT SSP Taurus Gemilang Indonesia
Jl. Raya Uluwatu, No. 24X, Lingkungan Kelan Abian, Tuban Sub-District,
Kuta District, Badung Regency, Bali Province, Indonesia
60%
PT Travel Food Services Indonesia
Cyber 2 Tower Unit 9f Lantai 9, Jl. H.R. Rasuna Said No. 13
City South Jakarta, 12950
49.96%
Ireland
Select Service Partner Ireland Limited
6th Floor, 2 Grand Canal Square, Dublin 2, Ireland
Israel
Select Service Partner Israel Ltd
Derech Menachem Begin 132, Azrieli One Center, Round Building,
6701101, Tel Aviv, Israel
Inactive company
Italy
SSP Italia S.R.L.
Milano (Mi) via Fara, Gustavo 35 Cap 20124, Italy
Lithuania
Select Service Partner Lithuania UAB
c/o Leinonen UAB, V. Gerulaičio 10-101, V. Gerulaičio 10-101, 08200,
Lithuania
Luxembourg
SSP Luxembourg SA
Aeroport de Luxembourg, L-1110 Luxembourg
Malaysia
Select Service Partner Malaysia Sdn Bhd
Unit A-3-6, TTDI Plaza, Jalan Wan Kadir 3, Taman Tun Dr Ismail,
60000 Kuala Lumpur, W.P. Kuala Lumpur
74.55%
23
SSPMY Serai Sdn Bhd
Unit A-3-6, TTDI Plaza, Jalan Wan Kadir 3, Taman Tun Dr Ismail,
60000 Kuala Lumpur, W.P. Kuala Lumpur
36.77%
SSP Services (Malaysia) Sdn Bhd
Unit A-3-6, TTDI Plaza, Jalan Wan Kadir 3, Taman Tun Dr Ismail,
60000 Kuala Lumpur, W.P. Kuala Lumpur
42. Group companies continued
Notes to Company financial statements continued
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207 SSP Group plc Annual Report 2025
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
Mauritius
Travel Food Services Global Private Ltd
Intercontinental Trust Limited, Level 3, Alexander House,
35 Cybercity, Ebene, Mauritius
Inactive company 50.01%
1,10
Mexico
SSP Mexico Aeropuertos, S. DE R.L. DE C.V.
Oso 127 Int.Oficina 104 A1, Colonia Del Valle Sur,
Benito Juarez C.P. 03104
Netherlands
SSP Nederland BV
Stadsplateau 7, 3521 AZ, Utrecht, Netherlands
New Zealand
Select Service Partner New Zealand Limited
Level 2, International Terminal, 30 Durey Road, Christchurch Airport,
Christchurch, 8053, New Zealand
Norway
Select Service Partner AS
Oslo Airport, Flyporten, Postboks 71, N-2060, N-2060,
Gardermoen, Norway
SSP Norway Financing AS
Oslo Airport, Flyporten, Postboks 71, N-2060, Gardermoen, Norway
Holding company
Oman
Gourmet Foods LLC
PO Box 3340 PC – 112 Muscat Sultanate of Oman
Holding company 24.50%
1,12
Philippines
Select Service Partner Philippines Corporation
JME Building No. 35, Calbayog Street, Barangay, Highway Hills,
City of Mandaluyong, NCR, Second District, Philippines
Holding company 52%
SSP-Mactan Cebu Corporation⁶
Terminal 1 Mactan Cebu International Airport, Pusok,
Lapu-Lapu City, Cebu 6015, Philippines
26%
1,8
Saudi Arabia
SSP Arabia Limited
Jema – 8596, Bld No – 8596, Suwaid Ibn Sakhar, Al Muhammadiyah Dist
PO Box – 23623, Jeddah, Kingdom Of Saudi Arabia
51%
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
Singapore
Select Service Partner (Singapore) Pte Limited
133 Cecil Street, #14-01, Keck Seng Tower, 069535, Singapore
Spain
Foodlasa, SLU
Camino de la Zarzuela, 19-21, 2ª plta., 28023, Madrid, Spain
Select Service Partner S.A.U
Camino de la Zarzuela, 19-21, 2ª plta., 28023, Madrid, Spain
Select Service Partner Spain Financing SLU
Camino de la Zarzuela, 19-21, 2ª plta., 28023, Madrid, Spain
Holding company
SSP Airport Restaurants SLU
Camino de la Zarzuela, 19-21, 2ª plta., 28023, Madrid, Spain
Sweden
Scandinavian Service Partner AB
Arlanda Airport, P.O Box 67, S-19045, Stockholm Arlanda, Sweden
SSP Newco AB
Arlanda Airport, P.O Box 67, S-19045, Stockholm Arlanda, Sweden
Inactive company
SSP Sweden Financing AB
Arlanda Airport, P.O Box 67, S-19045, Stockholm Arlanda, Sweden
Holding company
Switzerland
Rail Gourmet Holding AG
Bahnhofstrasse 10, CH-6300, Zug, Switzerland
Holding company
Select Service Partner (Schweiz) AG
Shopping center/Bahnhofterminal, 8058 Zurich-Flughafen,
Switzerland, PO Box: Postfach 2472
Thailand
Select Service Partner Co. Limited⁶
88 The Parq Building, 11th Fl. Ratchadaphisek Road, Klongtoey
Subdistrict, Klongtoey District, Bangkok Metropolis Thailand
49%
1
United Arab Emirates
SSP Emirates LLC
Plot No. 85., Hamed Ahmed Omar Salem, AlKarbi Building, Mussafah,
P.O. Box 133357, Abu Dhabi, United Arab Emirates
49%
21
Travel Food Services Worldwide FZCO
IFZA Business Park, DDP, PO Box 342001, Dubai, United Arab Emirates
42. Group companies continued
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208 SSP Group plc Annual Report 2025
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
United Kingdom
Belleview Holdings Limited
Jamestown Wharf, 32 Jamestown Road, London,
United Kingdom, NW1 7HW (‘SSP Group Head Office’)
Inactive company
Belleview Limited
SSP Group Head Office
Inactive company
Millie’s Cookies (Franchise) Limited
SSP Group Head Office
Inactive company
Millie’s Cookies Limited
SSP Group Head Office
Agency company
Millies Limited
SSP Group Head Office
Inactive company
Millie’s Cookies (Retail) Limited
SSP Group Head Office
Agency company
Procurement 2U Limited
SSP Group Head Office
Procurement
company
Rail Gourmet Group Limited
SSP Group Head Office
Holding company
Rail Gourmet UK Holdings Limited
SSP Group Head Office
Holding and
Management
Services company
Rail Gourmet UK Limited
SSP Group Head Office
Select Service Partner Limited
SSP Group Head Office
Agency company
Select Service Partner Retail Catering Limited
SSP Group Head Office
Inactive company
Select Service Partner UK Limited
SSP Group Head Office
SSP Air Limited
SSP Group Head Office
Agency company
SSP Asia Pacific Holdings Limited
SSP Group Head Office
Holding company
SSP Australia Financing Limited
SSP Group Head Office
SSP Bermuda Holdings Limited
SSP Group Head Office
Holding company
SSP Euro Holdings Limited
SSP Group Head Office
Holding company
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
SSP Financing Limited
SSP Group Head Office
Holding and
Treasury company
SSP Financing No. 2 Limited
SSP Group Head Office
Financing
company
3
SSP Financing UK Limited
SSP Group Head Office
Holding and
Management
Services company
SSP Group Holdings Limited
SSP Group Head Office
Holding company
4
SSP Lounge Holdings Global Limited
SSP Group Head Office
Holding company
SSP South America Holdings Limited
SSP Group Head Office
Holding company
SSP TFS HK Lounge Limited
SSP Group Head Office
Holding company 75.50%
Whistlestop Airports Limited
SSP Group Head Office
Inactive company
Whistlestop Foods Limited
SSP Group Head Office
Inactive company
Whistlestop Operators Limited
SSP Group Head Office
Inactive company
United States of America
ATL Dine and Fly, LLC
334 North Senate Avenue, Indianapolis, IN 46204-1708
Inactive company
CBC SSP America DAL, LLC
CT Corporation System, 1999 Bryan Street, Suite 900, Dallas County,
Dallas TX 75201-3136, United States
49%
1
CBC SSP America DFW, LLC
CT Corporation System, 1999 Bryan Street, Suite 900, Dallas County,
Dallas TX 75201-3136, United States
49%
1
Creative PTI, LLC
CT Corporation System, 160 Mine Lake Court, Suite 200,
Raleigh NC 27615-6417, United States
62.8%
17
Crews SSP ATL, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
Flavor of ATL, LLC
CT Corporation System, 289 S Culver Street,
Lawrenceville GA 30046, United States
Inactive company
Good Coffee PDX, LLC
780 Commercial ST SE Ste 100 Salem, OR 97301
70%
42. Group companies continued
Notes to Company financial statements continued
Corporate governance Financial statementsStrategic reportOverview
209 SSP Group plc Annual Report 2025
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
Harry‘s Airport²⁰
334 North Senate Avenue, Indianapolis, IN 46204-1708
51%
Jackson Airport Concessions, LLC
CT Corporation System, 1200 S. Pine Island Road,
Plantation FL 33324, United States
53.6%
LBC PDX, LLC
780 Commercial Street, SE, Suite 100, Salem, Oregon,
97301, United States
70%
Mack II SSP ATL, LLC
289 S.Culver Street, Lawrenceville, GA 30046, United States
Inactive company
MCO Airport Experience Venture, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
Select Service Partner LLC
Corporation Trust Center, 1209 Orange Street, Wilmington,
New Castle DE 19801, United States
Inactive company
SSP America ABQ, LLC
206 S Coronado Ave, Espanola, NM 87532-2792
SSP America ATL, LLC
289 S.Culver Street, Lawrenceville, GA 30046, United States
Inactive company
SSP America ATW, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
SSP America AZA, LLC
CT Corporation System, 3800 N Central Avenue, Suite 460,
Phoenix AZ 85012, United States
Inactive company
SSP America BDL, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America BNA, LLC
300 Montvue Road, Knoxville, Tennessee 37919, United States
Inactive company
SSP America BOI, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America BOS, LLC
CT Corporation System, 155 Federal Street, Ste 700,
Boston MA 02110, United States
60%
SSP America BUR, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America BZN, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America CID, LLC
CT Corporation System, 400 E Court Ave, Des Moines IA 50309,
United States
90%
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
SSP America CLE, LLC
4400 Easton Commons Way, Suite 125, Columbus, Ohio 43219
60%
SSP America COS, LLC
7700 E Arapahoe Rd, STE 220, Centennial, CO 80112-1268
80%
SSP America CVG, LLC
306 W Main Street, Suite 512, Frankfort KY 40601 United States
70%
SSP America D&B DFW, LLC
1999 Bryan Street, Suite 900, Dallas TX 75201, United States
60%
SSP America DAL, LLC
1999 Bryan St., Suite 900, Dallas, TX 75201-3136
Inactive company
SSP America DEN C Center West, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
51%
SSP America Denver, LLC
7700 E Arapahoe Rd, STE 220, Centennial, CO 80112-1268
65%
SSP America Denver C Core, LLC
7700 E Arapahoe Rd, STE 220, Centennial, CO 80112-1268
Inactive company
SSP America Denver C CTR Core, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America DFW, LLC
CT Corporation System, 1999 Bryan Street, Suite 900, Dallas County,
Dallas TX 75201-3136, United States
51%
SSP America DFWI, LLC
CT Corporation System, 1999 Bryan Street, Suite 900, Dallas County,
Dallas TX 75201-3136, United States
Inactive company 90%
SSP America DTW, LLC
40600 Ann Arbor Rd, E STE 201, Plymouth, MI 48170-4675
60%
SSP America DTW II, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America EWR, LLC
820 Bear Tavern Road, West Trenton, NJ 08628
SSP America EWR PB, LLC
820 Bear Tavern Road, West Trenton, NJ 08628
SSP America FAT, LLC
330 N Brand Blvd, STE 700, Glendale, CA 91203
Inactive company
SSP America GEG, LLC
711 Capitol Way S, Suite 204, Olympia, WA 98501
70%
SSP America Gladco, Inc
CT Corporation System, 600 N 2nd Street, Suite 401, Harrisburg,
PA 17101-1071, United States
42. Group companies continued
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210 SSP Group plc Annual Report 2025
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
SSP America GSP, LLC
2 Office Park Court, Suite 103, Columbia SC 29223, United States
Inactive company
SSP America HOU, LLC
1999 Bryan Street, Suite 900, Dallas County, Dallas TX 75201-3136,
United States
Inactive company
SSP America Houston, LLC
CT Corporation System, 1999 Bryan Street, Suite 900, Dallas County,
Dallas TX 75201-3136, United States
SSP America HPN, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America Hudson SAT, LLC
1999 Bryan Street, Suite 900, Dallas TX 75201, United States
Inactive company
SSP America IAD, LLC
4701 Cox Road, Suite 285, Glen Allen, Virginia 23060
60%
SSP America IAH²⁰
CT Corporation System, 1999 Bryan Street, Suite 900, Dallas County,
Dallas TX 75201-3136, United States
70.70%
SSP America IAH ITRP, LLC
1999 Bryan St, Suite 900, Dallas, Texas 75201, United States
50.25%
SSP America, Inc.
330 N Brand Blvd., Glendale, California, 91203, United States
SSP America IND, LLC
334 North Senate Avenue, Indianapolis, IN 46204-1708
55%
SSP America IND HC, LLC
334 North Senate Avenue, Indianapolis, IN 46204, United States
Inactive company 51%
SSP America JFK, LLC
28 Liberty Street, New York, NY 10005
82%
SSP America JFK T1, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America JFK T5, LLC
28 Liberty Street, New York, NY 10005
65%
SSP America JFK T6, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America KCGI JFK T7, LLC
28 Liberty Street, New York, NY 10005
55%
SSP America KCI, LLC
120 South Central Avenue, Clayton, MO 63105, United States
Inactive company
SSP America LBB, LLC
1999 Bryan St., Suite 900, Dallas, TX 75201-3136
70%
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
SSP America LGA, LLC
28 Liberty Street, New York, NY 10005
70%
SSP America MCO, LLC
1200 South Pine Island Road, Plantation, Florida 33324
65%
SSP America MCO II, LLC
CT Corporation System, 1200 South Pine Island Road,
Plantation, FL 33324, United States
60%
SSP America MCO III, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America MCO IV, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America MCO V, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America MDW, LLC
CT Corporation System, 208 SO Lasalle Street, Suite 814,
Chicago, IL 60604, United States
51%
SSP America MIA, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
55%
SSP America MIA II, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
60%
SSP America Milwaukee, LLC
CT Corporation System 301 S. Bedford Street, Suite 1, Madison
WI 53703, United States
61.5%
SSP America MSN, LLC
CT Corporation System 301 S. Bedford Street, Suite 1, Madison
WI 53703, United States
90%
SSP America MSP, LLC
1010 Dale Street N, St Paul, MN 55117-5603, United States
70%
SSP America MSY, LLC
3867 Plaza Tower Dr, Baton Rouge, LA 70816-4378, United States
Inactive company
SSP America OAK, LLC
330 N Brand Blvd, STE 700, Glendale, CA 91203, United States
65%
SSP America OKC, LLC
1833 South Morgan Road, Oklahoma City, OK 73128, United States
Inactive company
SSP America OMA, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America ONT, LLC
330 N Brand Blvd, STE 700, Glendale, CA 91203, United States
70%
SSP America ORD, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
42. Group companies continued
Notes to Company financial statements continued
Corporate governance Financial statementsStrategic reportOverview
211 SSP Group plc Annual Report 2025
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
SSP America ORF, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America PBI, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America PDX, LLC
780 Commercial Street SE, STE 100, Salem, OR 97301, United States
78.9%
SSP America PHL, LLC
600 N. 2nd Street, Suite 401, Harrisburg, Pennsylvania 17101-1071,
United States
65%
SSP America PHX, LLC
3800 N. Central Avenue, Suite 460, Phoenix, AZ 85012, United States
7 7.6 5%
SSP America PHX T3, LLC
3800 N. Central Avenue, Suite 460, Phoenix, AZ 85012, United States
64.15%
SSP America PIE, LLC
CT Corporation System, 1200 South Pine Island Road,
Plantation, FL 33324, United States
80%
SSP America PIT, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America RDU, LLC
CT Corporation System, 160 Mine Lake Court, Suite 200,
Raleigh NC 27615-6417, United States
62.80%
SSP America RSW, LLC
1200, South Pine Island Road, Plantation FL 33324 United States
SSP America SAN, LLC
330 N Brand Blvd., STE 700 Glendale, CA 91203, United States
70%
SSP America SAN T1, LLC
330 N Brand Blvd., STE 700 Glendale, CA 91203, United States
Inactive company
SSP America SAT, LLC
1999 Bryan Street, Suite 900, Dallas County, Dallas TX 75201,
United States
Inactive company
SSP America SAT II, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America SEA, LLC
CT Corporation System, 711 Capitol Way S, Ste 204, Olympia,
WA 98501-1267, United States
50.80%
SSP America SEA II, LLC
CT Corporation System, 711 Capitol Way S, Ste 204, Olympia,
WA 98501-1267, United States
Inactive company
SSP America SFB, LLC
1200 South Pine Island Road, Plantation FL 33324, United States
55%
42. Group companies continued
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
SSP America SFO, LLC
330 N Brand Blvd, STE 700, Glendale, CA 91203, United States
90%
SSP America SJC, LLC
330 N Brand Blvd, STE 700, Glendale, CA 91203, United States
55%
SSP America Sky Gamerz ATL, LLC
289 S.Culver Street, Lawrenceville, GA 30046, United States
51%
SSP America Sky Gamerz SEA, LLC
711 Capitol Way S, Suite 204, Olympia WA 98501, United States
80%
SSP America SLC, LLC
1108 East South Union Avenue, Midvale, UT 84047, United States
60%
SSP America SMF, LLC
330 N Brand Blvd, STE 700, Glendale, CA 91203, United States
60%
SSP America SMF II, LLC
330 N Brand Blvd, STE 700, Glendale, CA 91203, United States
SSP America SNA, LLC
Corporation Trust Center, 1209 Orange Street, Wilmington,
DE 19801, United States
Inactive company
SSP America SRQ. LLC
1200 South Pine Island Road, Plantation, Florida 33324, United States
SSP America STS LLC
330 N Brand Blvd, STE 700, Glendale, CA 91203, United States
60%
SSP America Tampa, LLC
CT Corporation System,1200 S Pine Island Road,
#250, Plantation FL 33324, United States
52%
SSP America Texas, LLC
1999 Bryan St., Suite 900, Dallas, TX 75201-3136, United States
SSP America Texas, Inc.
CT Corporation System, 1999 Bryan Street, Suite 900,
Dallas County, Dallas TX 75201-3136, United States
Holding company
SSP America (USA), LLC
Corporation Trust Center, 1209 Orange Street, Wilmington,
New Castle DE 19801, United States
Holding company
3
SSP Four Peaks PHX, LLC
CT Corporation System, 3800 N Central Avenue, Suite 460,
Phoenix AZ 85012, United States
90%
19
SSP Hudson BNA Concessions, LLC
300 Montvue Road, Knoxville, Tennessee 37919, United States
Inactive company
Notes to Company financial statements continued
Corporate governance Financial statements
Strategic reportOverview
212 SSP Group plc Annual Report 2025
Part B – Associates
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage of
shares held (100%
ordinary shares* unless
otherwise stated)
Belgium
Railrest SA⁶
Fonsnylaan 13, 1060 Sint-Gillis Brussels, Belgium
49%
Cyprus
Cyprus Airports (F&B) Limited
Larnaca International Airport, P.O.Box 43024 6650, Larnaca, Cyprus
30.0%
9
France
Epigo Présidence Sarl
Continental Square I, Batiment Uranus, 3 place de Londres,
Aeroport Paris-Charles de Gaulle, 93290, Tremblay-en-France, France
Management
Services company
50%
2
Extime Food & Beverage Paris SAS
4 rue de la Haye, 93290 Tremblay-en-France, France
50%
India
FLFL Travel Retail Bhubaneswar Private Limited⁵
Knowledge House, Shyam Nagar, Off. JVLR. Jogeshwari (East),
Mumbai, 400 060, India
24.01%
14
FLFL Travel Retail Guwahati Private Limited⁵
Knowledge House, Shyam Nagar, Off. JVLR. Jogeshwari (East),
Mumbai, 400 060, India
24.01%
14
FLFL Travel Retail Lucknow Private Limited⁵
Knowledge House, Shyam Nagar, Off. JVLR. Jogeshwari (East),
Mumbai, 400 060, India
24.01%
14
FLFL Travel Retail West Private Limited⁵
Knowledge House, Shyam Nagar, Off. JVLR. Jogeshwari (East),
Mumbai, 400 060, India
24.01%
14
GMR Hospitality Limited
BCCL, Times Internet Building, Second Floor, Plot No. 391,
Udyog Vihar Phase - III Gurugram Gurgaon 122016 India
15.0%
24
Muffin Design Solutions Private Limited
No F-7 NVT Arcot Vaksanna Sarjapur, Attibelle Road, Sariapur,
Bangalore, KA 562125, India
Design and
architectural
services
25%
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage of
shares held (100%
ordinary shares* unless
otherwise stated)
Semolina Kitchens Private Limited
504, Regus, Level-5, Caddie Commercial Tower,
Hospitality District Aerocity Delhi New Delhi 110037 India
12.5%
1,10
Travel Food Works Private Limited
Block A, South Wing,1st floor, Shiv Sagar Estate, Dr. Annie Besant Road,
Worli, Mumbai, 400018 India
49%
2
Travel Retail Services Private Limited
Block A, South Wing,1st floor, Shiv Sagar Estate, Dr. Annie Besant Road,
Worli, Mumbai, 400018 India
49%
2,13
Qatar
Qatar Airways SSP LLC⁵
Fourth Floor, Room No. 401, Building No 133, Area No 48, Qatar Airways
Tower 3, Old Airport Road, St. No 310, Doha, Qatar
49%
United Arab Emirates
Muffin Group LLC
Sharjah Media City, Sharjah, United Arab Emirates
25%
United States of America
Midway Partnership, LLC⁶
CT Corporation System, 208 SO Lasalle Street, Suite 814, Chicago,
IL 60604, United States
50%
2,18
SSP America BTR, LLC
3867 Plaza Tower Dr. Baton Rouge, LA 70816
51%
2
SSP Hudson Pie Concessions, LLC
Corporation Service Company, 1201 Hays Street, Tallahassee, FL 32301
50%
2
42. Group companies continued
Notes to Company financial statements continued
Corporate governance Financial statements
Strategic reportOverview
213 SSP Group plc Annual Report 2025
42. Group companies continued
Part C – Other Investments
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
KCorp Charitable Foundation²²
Shop 1, Floor G, Rashid Mansion, Dr Annie Besant Road, Lotus Junction,
Worli, MUMBAI Maharashtra 400018 India
N/A
2
In One Basket Limited
Nick Philpot, 22a Adolphus Road, London, N4 2AZ, United Kingdom
5.00%
25
Notes
* Ordinary shares includes references to equivalent in other jurisdictions.
1 SSP has control over the relevant activities of these entities including establishing budgets and operating plans, appointment of key management
personnel and ongoing review of performance and reporting procedures, and as such meets the consolidation requirements of IFRS 10
‘Consolidated Financial Statements’.
2 SSP does not have control as defined by IFRS 10 ‘Consolidated Financial Statements‘.
3 Includes 100% of preference shares.
4 Holding held directly by the Company.
5 This undertaking has a 31 March year end.
6 These undertakings have a 31 December year end.
7 100% of the shares are held by Select Service Partner Co. Limited (Thailand).
8 50% of the shares are held by Select Service Partner Philippines Corporation.
9 49.98% of the shares are held by SSP Louis Airports Restaurants Limited.
10 100% of the shares are held by Travel Food Services Ltd.
11 60% of the shares are held by Travel Food Services Ltd.
12 49% of the shares are held by Travel Food Services Global Private Ltd.
13 99.9% of the shares are held by Travel Food Works Private Ltd.
14 49% of the shares are held by Travel Retail Services Private Ltd.
15 44.4% of the shares are held by Travel Food Services Ltd.
16 91% of the shares are held by the other shareholder as bare nominee.
17 100% of the shares are held by SSP America RDU, LLC.
18 50% of the Class A shares are held by SSP America, Inc.
19 90% of the shares are held by SSP America PHX, LLC.
20 The principal place of business of the unincorporated entities in the USA is 20408 Bashan Drive, Suite 300, Ashburn, VA 20147, USA.
21 2% of the shares are held by the other shareholder as bare nominee.
22 This company has no share capital but it has corporate members which include Travel Food Services Ltd, Travel Food Services Chennai Private Ltd,
Travel Food Services Kolkata Private Ltd, Travel Food Services (Delhi Terminal 3) Private Ltd and Travel Retail Services Private Ltd.
23 50.1% of the ordinary shares and 100% of the preference shares are held by SSP Asia Pacific Holdings Limited and 49.9% of the ordinary shares
are held by Travel Food Services Ltd.
24 30% of the ordinary shares are held by Travel Food Services Ltd.
25 5.00% held post investment (2 September 2025). This percentage will reduce given expected follow-on investment & outstanding options &
convertible rights.
Notes to Company financial statements continued
Corporate governance Financial statementsStrategic reportOverview
214 SSP Group plc Annual Report 2025
ABC Anti-bribery and corruption
AGM Annual General Meeting
APAC Asia Pacific
APM Alternative performance measure
AI Artificial Intelligence
Articles the Company’s Articles of Association
BEIS The Government Department for Business, Energy and Industrial Strategy
BK Burger King
c. circa
CO2e Carbon dioxide equivalent
CGU Cash generating unit
CSA Control Self-Assessment
DACH Germany, Austria and Switzerland
DE&I Diversity, Equity & Inclusion
DSBP Deferred Share Bonus Plan
DTRs Disclosure Guidance and Transparency Rules of the FCA
EBITDA Earnings before interest, tax, depreciation and amortisation
EEME Eastern Europe and Middle East
ENED Non-Executive Director for Workforce Engagement
ESEF European Single Electronic Format
ESG Environmental, Social, and Governance
F2F Farm to Fork
F&B Food and Beverage
FAWC Farm Animal Welfare Council
FDA Food and Drug Administration
FLSA Fair Labour Standards Act
Franchise Brands Brands franchised from other brand owners
FRC Financial Reporting Council
FTE Full time equivalents
FY23 Financial year 2023
FY24 Financial year 2024
GAP Group Authorisation Policies
GDPR General Data Protection Regulation
GHG Greenhouse Gas
GRI Global Reporting Initiative
H&S Health and Safety
HY Half Year
IEA International Energy Agency
IFRS International Financial Reporting Standards
ISA (UK) International Standards on Auditing (UK)
JV partners Non-controlling owners in non-wholly owned subsidiaries
KPIs Key performance indicators
LFL Like-for-like
LGBT+ Lesbian, Gay, Bisexual, Transgender plus
M&A Mergers and acquisitions
M&S Marks and Spencer
MSAs Motorway Service Areas
MTP Medium term plan
NED Non-executive director
NGO Non-government organisation
NGFS Network of Central Banks and Supervisors for Greening the Financial System
NPA Note Purchase Agreement
OAT Order at Table
Own brands SSP’s proprietary brands and bespoke concepts that SSP operates
Pre-IFRS 16 underlying
EBITDA
EBITDA adjusted for the impact of IFRS 16 and any non-underlying items
PSP Performance Share Plan
PY Prior year
RSP Restricted Share Plan
SASB Sustainability Accounting Standards Board
SBTi Science Based Targets Initiative
SDGs UN’s Sustainable Development Goal
SEDEX Supplier Ethical Data Exchange
TCFD Task Force on Climate-related Financial Disclosures
TFS Travel Food Services Limited
UAE United Arab Emirates
UK&I United Kingdom and Ireland
UNHCR UN Refugee Agency
USPP US Private Placement
WiHTL Welcoming Everyone in Hospitality, Travel and Leisure
Glossary
Corporate governance Financial statementsStrategic reportOverview
215 SSP Group plc Annual Report 2025
Company information
Forward-looking statements
Certain information included in this Annual Report and Accounts is forward looking and involves risks,
assumptions and uncertainties that could cause actual results to differ materially from those expressed
or implied by forward-looking statements.
Forward-looking statements cover all matters which are not historical facts and include, without
limitation, projections relating to results of operations and financial conditions and the Company’s
plans and objectives for future operations, including, without limitation, discussions of expected future
revenues, financing plans, expected expenditures and divestments, risks associated with changes in
economic conditions, the strength of the food and support services markets in the jurisdictions in which
the Group operates, fluctuations in food and other product costs and prices and changes in exchange and
interest rates. Forward-looking statements can be identified by the use of forward-looking terminology,
including terms such as ‘believes’, ‘estimates’, ‘anticipates’, ‘expects’, ‘forecasts’, ‘intends’, ‘plans’, ‘projects’,
‘goal’, ‘target’, ‘aim’, ‘may’, ‘will’, ‘would’, ‘could’ or ‘should’ or, in each case, their negative or other variations
or comparable terminology. Forward-looking statements in this Annual Report and Accounts are not
guarantees of future performance. All forward-looking statements in this Annual Report and Accounts
are based upon information known to the Company on the date of this Annual Report and Accounts.
Accordingly, no assurance can be given that any particular expectation will be met and readers are
cautioned not to place undue reliance on forward-looking statements, which speak only at their
respective dates.
Additionally, forward-looking statements regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the future. Other than in accordance with
its legal or regulatory obligations (including under the UK Listing Rules and the Disclosure Guidance
and Transparency Rules of the Financial Conduct Authority), the Company undertakes no obligation
to publicly update or revise any forward-looking statement, whether as a result of new information,
future events or otherwise.
Nothing in this Annual Report and Accounts shall exclude any liability under applicable laws that cannot
be excluded in accordance with such laws.
SSP Group plc
Jamestown Wharf
+44 20 7543 3300
www.foodtravelexperts.com
Company number: 5735966
Investor relations
investor.relations@ssp-intl.com
Media relations
press.office@ssp-intl.com
Recruitment
https://careers.foodtravelexperts.com/
Corporate governance Financial statementsStrategic reportOverview
216 SSP Group plc Annual Report 2025
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SSP Group plc
Jamestown Wharf
32 Jamestown Road
London
NW1 7HW
+44 20 7543 3300
www.foodtravelexperts.com
Company number: 5735966