S&U plc

Annual Report and Accounts

for the period ended 5 February 2026

Recovery and

Renewal

S&U Plc Annual Report and Accounts 2026

Welcome to the S&U

Annual Report 2026

Founded in 1938, S&U’s mission is to provide Britain’s foremost motor, property

bridging and specialist finance service. Since 1999 our Advantage motor subsidiary

has provided finance for nearly 300,000 customers. In just nine years Aspen, our

property finance business has transacted nearly £800m in secured loans.

In the complex and ever changing world of financial services, over the past near ninety years, S&U’s

customers have relied on the company for one quality above all - TRUST. Trust is the golden seam

which runs through everything we do

In practice it means:

S&U Mission Statement

T EAMWORK R ESPECT � NDERSTANDING S ERVICE T RUTH

In any business the

guardians of integrity

are its people, and their

common pursuit of the

highest standards.

Loving your neighbour

is not simply at the

core of Christian values,

but transcends our

behaviour towards

everyone whatever

their race, gender,

religion or personality.

Valuing every customer

must be grounded in

a clear understanding

of their needs, wishes

and circumstances; this

guides the service we

offer them.

This is both the

product and the proof

of our understanding

and respect for our

customers, each other

and our neighbours.

Honesty, integrity and

transparency are the

best guarantees of the

way we treat all with

whom we do business.

If people trust S&U they

will have confidence in

the services we provide.

The good business

which results is our

justified reward.

Our Values

Making the customer

the heart of our business.

Respect for every

customer and always

treating customers fairly.

Conservative approach to

underwriting and collections

to enable sustainable growth.

Our Businesses

Motor Finance

Hire purchase motor

finance for nearly

300,000 customers

since 1999.

Property Bridging

Finance

Launched in early 2017

and growing steadily to

build on their significant

success.

Or go to:

www.suplc.co.uk

Scan the QR Code below to see

more information on our website

Highlights

Revenue (£m) Basic EPS (p)

22 23 24 25 26

115.6

115.4

102.7

87.9

107.4

22 23 24 25 26

147.4

209.2

277.5

312.8

195.2

Profit before tax (£m) Dividend Declared (p)

22 23 24 25 26

24.0

33.6

41.4

47.0

31.8

22 23 24 25 26

100.0

120.0

133.0

126.0

115.0



Read more in our Business Review

on pages 8 to 9

Contents

STRATEGIC REPORT

A1 Chairman’s Statement 04

A2 Strategic Report 07

A2.1 Strategic Review 07

A2.2 Business Review 08

A2.3 Funding Review 09

A2.4 Principal Risks and Uncertainties 09

A3 Statements of Viability and Going Concern 11

A4 Corporate Social Responsibility 16

A4.1 Employees 16

A4.2 Community 16

A4.3 Health and Safety and Diversity Policy 17

A4.4 Climate Change 17

A5 Section 172 Statement 20

A6 Approval of Strategic Report 20

CORPORATE GOVERNANCE

B1 Board of Directors 22

B2 Directors’ Remuneration Report 24

B2.1 Report of the Board to the

Shareholders on Remuneration Policy

B2.2 Annual Remuneration Report 27

B3 Governance 36

B3.1 Audit Committee Report 36

B3.2 Corporate Governance 38

B3.3 Compliance Statement 42

B4 Directors’ Report 43

B5 Directors’ Responsibilities Statement 45

C1 Independent Auditor’s Report 46

THE ACCOUNTS

D1 The Accounts 52

D1.1 Group Income Statement and

Statement of Comprehensive Income

D1.2 Balance Sheet 53

D1.3 Statement of Changes in Equity 54

D1.4 Cash Flow Statement 55

D2 Notes to the Accounts 56

OTHER INFORMATION

Financial Calendar 74

Officers and Professional Advisers 75

Strategic Report Corporate Governance The Accounts Other Information

Stock Code: SUS ― www.suplc.co.uk 01

Founded in 1938, S&U’s mission is to provide Britain’s foremost motor, property

bridging and specialist finance service. Our loyal staff of over 250 serve more than

55,000 customers, numbers we plan to sustainably grow.

Property Bridging Finance

Approaching its 10th year, Aspen has produced successive years of

record results and is now an important contributor to the Group. It’s fair,

consistent, reliable, and responsive service to brokers and borrowers

alike has allowed it to grow without compromising underwriting

standards. It reinforces this by investment in new award-winning

products which attract a wide range of experienced developers, by new

process technology and by intensive staff training which will maintain

its competitive edge whatever the conditions in the residential property

market it serves.

Ed Ahrens

Chief Executive

Motor Finance

Advantage finance remains the cornerstone of the S&U Group. Over

more than two decades it has provided responsible finance for cars,

vans, motorcycles and caravans for nearly 300,000 customers. Based

in Grimsby, it employs more than 200 people. Close relationships

with regulators and industry advocates like the Finance and Leasing

Association allow it to play a leading role in promoting robust but

pragmatic and customer friendly legislation.

To do this, it invests carefully in systems, processes and technology,

including AI, enabling it to continuously improve and streamline its

service to customers. In doubling down on this, it is creating a strong

and sustainable platform for future growth.

Karl Werner

Chief Executive

S&U Plc Annual Report and Accounts 202602

Group at a glance

IN THIS SECTION

A1 Chairman’s Statement

A2 Strategic Report

A2.1 Strategic Review

A2.2 Business Review

A2.3 Funding Review

A2.4 Principal Risks and Uncertainties

A3 Statements of Viability and

Going Concern

A4 Corporate Social Responsibility

A4.1 Employees

A4.2 Community

A4.3 Health and Safety and

Diversity Policy

A4.4 Climate Change

A5 Section 172 Statement

A6 Approval of Strategic Report

Strategic

Report

Stock Code: SUS ― www.suplc.co.uk 03

I am pleased to confirm that the rebound in fortunes and profitability for S&U plc

predicted last year is now coming to pass. Group profit for 2025/26 was £31.8m

(2025: £24.0m) an increase of 32%.

Both Advantage, our motor finance division,

and Aspen, our property lending business, have

delivered strong results. Advantage has seen

a significant recovery following the regulatory,

legal and fiscal onslaught of the previous two

years. Advances there are well ahead of last

year, collection rates and loan book quality

have significantly improved and margins

strengthened; all this demonstrates a return

to disciplined growth. Irrespective of recent

events in the Middle East and their impact on

energy costs and potentially interest rates,

this trend fortunately continues. Indeed, at

Advantage early signs are that, maintaining our

strict affordability criteria to ensure that our

customers only borrow what they can afford

is actually reaping rewards as demand for the

lower cost vehicles we finance grows.

Aspen has achieved yet another record

year with gross receivables and income at

historic highs. Like Advantage, this has been

accompanied by good credit quality and

sustained yield discipline. For Aspen, the

implications of the Iranian conflict and its effect

on the UK residential property market are

more uncertain. In the credit column, demand

from overseas investors for “safe” British

assets is likely to continue. On the debit side,

potentially higher interest rates may, whatever

the significant underlying demand for housing,

deter or delay development. Much depends on

how long the war lasts.

In the meantime, S&U continues to plough its

own furrow. The return to growth has seen

Group receivables rise to £496.8m (2025:

£435.8m) whilst net assets are up to just

under £250m. Group gearing finished at 97.1%

against 80.8% a year ago as a further £50m

was invested and additional bank facilities

secured to match this. This revival in the Group’s

profitability has taken place against a more

positive environment in the markets which we

serve but since the end of S&U’s financial year,

the war in the Middle East has had a significant

impact on the cost of living, the trajectory of

interest rates, and consumer confidence. Thus,

whilst in December the Finance & Leasing

Association (FLA) statistics showed the UK

used car market up annually by 5% in volume,

by February used car volumes had fallen

slightly, although the market is still “resilient”.

Fortunately, demand is focussed on the more

affordable vehicles which are Advantage’s

bread and butter. The proportion of used car

purchases subject to finance continues to grow,

an appetite reflected in the record 3.1million

finance applications to Advantage last year,

an increase of 18% on the previous year. The

result was an increase in new agreements at

Advantage of no less than 44% to 18,279 in

2025/26.

The impact on the residential property market

served by Aspen has been more immediate.

After what the RICS called a “tentative recovery”

at the start of 2026, demand from buyers

spooked by the Middle East war fell by an

annualised 13% in March, according to Zoopla.

Government statistics showed residential

transactions down 6% year on year in February

although this was actually the highest monthly

total since March 2025.

Both markets and policymakers are operating

with limited visibility on the potential outcomes

of the conflict in the Middle East, inevitably

fueling uncertainty in the near future.

We are seeing greater stability and clarity in the

regulatory environment, which has reduced

the level of management time required at

Advantage compared with the past two years.

Most recently, the proposals by the Financial

Conduct Authority (FCA) regarding the structure

and scope of its redress schemes on motor

finance commissions appear where applicable

to Advantage, both affordable and manageable.

Furthermore, Advantage successfully concluded

its engagement with the FCA which began

in 2023 in April 2025. Customer relations

and repayment rates have returned to their

customary levels and latest Trustpilot ratings

remain at a record 4.9 out of 5.0. Equally

important are signs of a more consistent and

predictable approach by both the FCA and its

statutory offspring, the Financial Ombudsman

Service. Whilst properly concerned with

their obligations to consumers, especially

those deemed to be vulnerable, regulators

increasingly appear to recognise their obligation

to maintain an efficiently functioning finance

market which attracts and provides finance for

up to 17million citizens throughout the UK.

Although by no means guaranteed, this change

in emphasis by the regulators should be

confirmed by their forthcoming response to the

House of Lords Report 133 of the 17th of June

2025 entitled “Growing Pains – clarity & cultural

change required”.

The report’s 77 recommendations included

the removal of ten key barriers to growth

and international competitiveness. Many of

these paralleled earlier proposals from the

Government as part of the Leeds reforms,

which argued that financial services regulations

had gone too far in attempting to eliminate

risk. The FCA will be reporting to the Select

Committee on progress in these areas. This

may herald a change in attitudes towards risk

control and thereby reduce the risk premium

which has deterred investment into UK financial

services over the past decade. Certainly, a

meeting I attended in January with senior

FCA officials regarding such investment flows

elicited a distinct unity of purpose and sense of

cooperation, which was encouraging.

Delivering strong results

S&U Plc Annual Report and Accounts 202604

A1 Chairman’s Statement

£31.8m

Profit before tax (“PBT”)

(2025: £24.0m)

£107.4m

Revenue

(2025: £115.6m)

97.1%

Gearing

(2025: 80.8%)

£249.0m

Net Assets

(2025: £238.1m)

Advantage Finance

A rise of more than 41% in pre-tax profits

to £23.4m (2025: £16.5m) was both

well above budget and just one highlight

of a very good year at Advantage, as it

throws off the shackles of the regulatory

intervention of recent times. Net receivables

were up 12% at £317.1m (2025: £283.6m),

the result of new loan deals at 18,279,

an increase of 44% on the previous year.

Furthermore, average loan size and margins

increased throughout the year as Advantage

welcomed back a slightly higher proportion

of its traditional credit customers as well as

adding a significant number in the stable

self-employed sector.

Added to this, Advantage produced

significant improvements in collection rates

and credit quality, thus customer adherence

to contracted repayments averaged 90.5%

in the year (2025: 85.6%), ending in January

2026 at 93.1%. Customer arrears fell by

just over 20% in the year. This contributed

to a reduction in impairment which fell to

£12.8m against £33.2m in 2025.

As important for our relations with our

loyal customers, Advantage’s success in

dealing with people experiencing financial

difficulties was evidenced in the now record

82% of successful outcomes on revised

repayment arrangements throughout the

year. In the last resort of repossession, car

resale values recently reached 83% of trade.

A further highlight of Advantage’s year

saw the sign off from the FCA’s s166

investigation which began in 2023. As

expected, given Advantage’s successful

26-year trading record and its excellent

debt quality, the changes resulting from this

protracted and detailed process were more

evidential than substantive. The downside

of the process was the requirement to write

to around 25,000 former customers; the

vast majority of whom had been happy

with our service and sought no redress

whatsoever for it. Advantage carried out

this process entirely inhouse, a tribute to

the excellent pride in their work of all in the

business.

Progress at Advantage has been much

deeper and more long-lasting than ever

before. Foundations for future growth

have included a refinement of the credit

scorecard and the introduction of new

credit risk technology. Introduced in Q3,

these helped to produce a record 6,800

new loan deals, providing proof of the

Advantage’s potential for significant growth.

To reinforce Advantage’s growing debt

quality, underwriting teams are constantly

reviewing affordability calculations and

repayment patterns to ensure that our

credit criteria match our customers’

repayment capabilities.

The year also saw the significant benefits

anticipated from the use of Artificial

Intelligence coming to fruition. Early

projects involved collections efficiency, call

recording and greater customer advisor

productivity. AI should also offer new routes

to markets through dealers and better

integration with aggregators. AI is already

allowing Advantage to more clearly focus

on those customers who may require our

guidance and help through their repayment

journey.

Finally, the year ended with a flourish

through a very successful debt sale involving

£53m of aged and written-off book debt.

Such sales enhance profit and also clear the

decks for even higher levels of customer

service in future.

Aspen Bridging

Aspen Bridging finance, our property

lender, has delivered another set of record

results. Profit before tax is £8.8m (2025:

£7.2m), a 22% increase in a market for

residential letting and development which

has remained sluggish throughout the year.

House price growth by year end has slowed

to an annual 0.6%, leading Nationwide to

describe the market as merely “resilient”.

Stamp duty changes led to a spike in

transactions in March, although over the

year as whole they saw a slight decline.

The lettings market which the government

apparently see as a path to affordable

homes was deflated by tax changes to rental

income in April, and then by the Rental

Rights Act which makes rent increases and

repossessions more difficult.

Aspen’s balance sheet nevertheless grew

by nearly 33% in the year with net assets at

just over £17m; receivables growth reached

18% to a record £179.7m. Borrowing

required an additional £25m of funding to

£162.2m at year end. ROCE remained at

11.2% for the year with yield on the loan

book increasing slightly to 13.6%.

The year saw an excellent 40% increase in

new loan deals from both the shorter-term

bridging book and in a trebling of new loan

deals in the newer and longer-term buy

and bridge-to-let, 2 and 3-year products. By

value advances rose by 18% as borrowers

became more cautious as to loan size for

Aspen’s bridging products.

Aspen plans for substantial growth

and is putting in place flexible funding

arrangements to reflect this. This is

despite the war in the Middle East creating

uncertainty around interest rates and

mortgage availability making market

predictions difficult. The emphasis in

the year ahead will also be on Aspen’s

productivity, efficiency and as usual, flexible

reaction to a changing market.

In the meantime, the quality of Aspen’s

book remains very good. At year end, less

than 10% of its 245 live loans were beyond

term, well under budget. Total collection

receipts were 20% up on last year and

nearly 70% of loan deals settled within term

– a record.

Aspen’s staff continued to grow in number

and ability. At present, nearly half of our

employees have qualified as Certified

Practitioners in Specialist Property Finance

(CPSP) or achieved the Royal Institute

of Chartered Surveyors Valuation (RICS)

qualification. One member is taking a

Masters in Real Estate, a higher level of

qualification which we encourage.

During the year we welcomed to the Aspen

Board Richard Coombs, Wayne Hicklin and

Ian Miller-Hawes. This deserved recognition

will allow the next generation of the

company’s leadership to make its presence

felt even in a more challenging economic

climate.

Corporate Governance The Accounts Other Information

Stock Code: SUS ― www.suplc.co.uk 05

Strategic Report

Governance and Regulation

Recent decades have sadly seen an erosion

of belief in the free enterprise system, a

system which has led to unparalleled levels of

prosperity and well-being into the 21st century.

This has led to continual state intervention

raising the share of gross national product the

government controls, the level of regulations it

uses and the taxation it demands to pay for this.

“Governance” is shorthand for this process of

intervention designed to reduce risk but instead

simply reducing commercial returns. Thus 40

years ago, Britain regularly enjoyed between

2% and 3% annual growth and the rise in living

standards this allowed. But over the past 20

years both in relative and absolute terms, UK

growth rates have varied between feeble and

non-existent thus over the same period, average

living standards have actually declined. As a

result, capital flows to the UK particularly to the

previously dominant financial services sector,

have gone into reverse.

Sadly, continual regulation often overseen by

those who even the current Prime Minister has

dubbed the army of “blockers and checkers”

must accept their share of the blame. Reversing

this and restoring the incentives for growth

and the prosperity it brings is not best achieved

through state initiatives, detailed directives or

well-meaning ESG requirements. More effective

by far is a climate of robust competition where

consumers dominate through their transparent

and flexible choice, conditioned only where

necessary by state intervention. As the House

of Lords Select Committee observed last year,

the deeply embedded culture of risk aversion

and high cost of compliance in the UK financial

services industry has suffocated its growth.

Evidence is within S&U’s own financial report.

40 years ago, it comprised 20 pages. This years’

report will be 75 pages. The financial results of

concern to the vast majority of our shareholders

used to appear on page 8, they are now

relegated to page 52, behind reams of well-

meaning text purporting to prove community

and consumer benefit. The latter plays little

part in investment decisions or in attracting

capital and hence little benefits the market of

17 million Britons we serve.

As the FCA’s s166 process confirmed, S&U

and Advantage in particular, have nearly 90

years’ experience of offering service and care

to their customers. Why? First, because for an

organisation with a family and Christian ethos,

it is right to do so. Second, because contented

customers are the life blood of our sustainable

commercial success. That ethos is exemplified

by our own board. This year we are delighted to

welcome two new members. Chris Freckelton

has proved a success as Chief Financial Officer

and becomes Group Finance Director. Finally,

we welcome Karl Werner Chief Executive

at Advantage Finance, who has steered the

company through a tempestuous time emerging

stronger, more focussed and energised than

before. Both appointments are richly deserved.

Dividend

Although the company’s share value has

increased substantially over the past financial

year, S&U can more directly and certainly

reward shareholders through its dividend policy.

In recent years, S&U has maintained a dividend

cover ratio of between 1.3 and 2.3. This year,

both the annual results and prospective trading

suggest a final dividend of 45p per ordinary

share (2025: 40p).

Total dividends for the year will therefore be

£1.15 per share (2025: £1.00 per share). As

usual, subject to shareholders approval at our

AGM on 24th June, the final dividend will be

paid on 24th July to shareholders on the register

on 3rd July.

Treasury & Funding

The year ended with Group borrowing at

£241.8m, an increase of just under £50m on

2025. Gearing rose to 97.1% from 80.8% last

year. Comfortable headroom was maintained by

securing an additional £50m of funding earlier

this year. The year was characterised by greater

cash demands from Advantage, as its book

grew especially in H2. Aspen saw slower sales

in H2 following excellent collections in H1 thus

requiring an additional £25m of funding.

We see potential for additional investment

this year of around £100m. The Group is

therefore engaged in a refinancing exercise

using securitised facilities which is anticipated

to be finalised in Q2. This process has been well

received by potential funders and should deliver

more funding at better rates for the Group.

Current trading and Outlook

Just over 50 years ago, the then Leader of the

Opposition, Margaret Thatcher, assured the

nation that “the way to recovery is through

profits.” In recent times, British Governments

of all colours, obsessed as they are with

income distribution over wealth creation, have

forgotten this, at S&U, we have not.

In a competitive environment, profit is the

most reliable bellwether of our success in

matching our products to our customers’ needs

and of our efficiency in doing so. The current

recovery shows we are on the right track, but

challenges and necessary improvements remain

– alongside real opportunities for growth. The

foundations for this are continually being made.

With welcome stability from our political leaders

and regulators, rewards will surely follow.

Anthony Coombs

Chairman

20 April 2026

S&U Plc Annual Report and Accounts 202606

A1 Chairman’s Statement

CONTINUED

Overview

The directors are required to publish a Section

172(i) statement showing how they have

fulfilled their duties under the Companies

Act 2006.

How S&U’s directors do this is set out below

in our Strategic and Business Review (A2), our

Corporate Social Responsibility Review (A4), our

Chairman’s Statement (A1) and our Governance

Section (B3). The Board has reviewed these

documents, how they describe the company’s

decision-making processes and the issues

which most inform S&U’s business strategy..

As a result, the Directors are confident firstly,

that the report fully covers areas of relevant

disclosure such as on Strategy, Employees,

Stakeholders, Suppliers, Customers, Community

and Ethics and secondly, that the extent of

these disclosures is consistent with the size and

complexity of the business.

A2.1 Strategic Review

S&U’s purpose and vision is to maximise profit

and returns to its shareholders in a sustainable

and responsible way. This provides security

for our employees, fairness for our customers,

credibility for our financial and other partners

and, ultimately, the ability to enhance the

communities and environment in which we

live, thus meeting our ESG responsibilities.

S&U have set up an ESG committee under my

chairmanship to progress these important

matters.

S&U operates in two areas of specialist finance.

The first and most established is Advantage

Finance, based in Grimsby and engaged for the

past two decades in the non-prime sector of the

motor finance business. During those 26 years

the remarkable success of Advantage has been

reflected in an excellent profit record. This long

experience has enabled Advantage to develop

hire purchase products suitable for customers

in lower and middle-income groups. Although

decent and hardworking, some of these

customers may have impaired credit records,

which left them unable to access inflexible

“mainstream” finance products. Advantage

provides simple, clear products which these

customers require.

As a result, Advantage currently now receives

over 3m unique applications a year and has

written nearly 300,000 customer loans since

starting trading in 1999. The loans currently

have an average original term of 4.7 years.

The success of Advantage, our motor financier,

depends as ever upon three fundamental

strengths. First is the enduring strength of the

UK motor market. The latest Finance & Leasing

Association (FLA) statistics show the UK used

car market growing by 8% by value and 5%

by volume in December 2025 and 57% of FLA

members anticipate some increase in new

business over the next year. Despite the gradual

growth of the market for electric vehicles, the

vast majority of Advantage customers still elect

to purchase a good quality used petrol, diesel or

hybrid vehicle.

Advantage’s second strength is its experienced,

sensitive and sophisticated under-writing.

Backed by ever more historical information;

Advantage uses this to analyse the likely

circumstances of actual and potential

customers. This year Advantage has updated

its customer affordability process and its credit

scoring system following s166 process which

concluded in April 2025.

Advantage’s third great strength is its customer

relations. Advantage has always regarded its

relationship with its customers as a partnership.

A weaker UK labour market means that well

intentioned customers occasionally require

knowledgeable assistance, and forbearance,

although, in the customer’s interest that should

be tempered by realism and clear guidance.

Our team at Advantage are well trained and

empathetic to the needs of their customers

which is yielding greater success in affordable

forbearance arrangements, which restore and

improve customers’ repayments and credit

scores. They underpin our responsibility under

Consumer Duty and are integral to Advantage’s

commercial success.

Whilst lending is on a fully secured basis, debt

quality at Aspen, our property bridging lender

also relies on the experience and reliability of

the borrower. In addition to short-term bridging,

Aspen has developed longer-term products and

small-scale development finance which offer

exciting opportunities for the SME builders

whom Aspen serves.

Aspen values its security properties

conservatively and keeps gross Loan to Values

to an average 70% and the business now only

considers experienced borrowers from the top

three quality bands. Such caution is justified.

Demand from such borrowers remains high and

hence offers good growth in 2026, Aspen plans

similar expansion this year.

“Mainstream” banks, including the newer

“challengers”, continue to lack the speed,

flexibility and appetite to furnish the smaller,

short-term loans in which Aspen specialises.

Experience continues to show that technology,

speed and a quality bespoke service – as well as

price – are what give smaller entrants like Aspen

their competitive edge.

Finally, the success of our businesses over

nearly 90 years and three family generations of

management is based on business philosophy.

The identity of interest between management

and shareholders, and consequent family

ethos, has fused our ambition for growth with

a conservative approach to both credit quality

and funding.

Corporate Governance The Accounts Other Information

Stock Code: SUS ― www.suplc.co.uk 07

Strategic Report

A2 Strategic Report

Advantage Motor Finance

• PBT £23.4m (2025: £16.5m)

• New loan deals 18,279 (2025: 12,703) at £9,935 average advance (2025: £8,609)

• Revenue decreased by 10% to £83.0m (2025: £91.8m) following the contraction in the

average loan book during the s166 review

• Impairment at £12.8m (2025: £33.2m) reflecting a decrease in customer arrears this year

• Administrative expenses increased by 32% reflecting increased staff and complaints costs

and recognition of our FCA commission provision

• Net receivables increased by 12% to £317.1m (2025: £283.6m) reflecting higher lending

volumes and average advances this year

• Return on Capital Employed (“ROCE”) at 11.1% (2025: 9.0%)

Advantage had a year of revival following the conclusion of the s166 engagement in April

2025 with a return to higher lending volumes and higher levels of customer repayment,

which in turn led to lower impairment provisions and higher net receivables. Within the

higher volumes written there was a slightly higher proportion of higher quality lower

margin new loan deals in H1, a trend which was subsequently reversed in H2 following the

implementation of new scorecard and affordability models. Lower funding costs but higher

overhead and cost of sales also affected profitability this year although overhead and cost

of sales efficiency should improve as volumes increase further. During the prior year and

after discussions with the regulator and skilled person, Advantage identified some customers

who were adversely affected by its historic forbearance practices and had provided for

total remediation and support costs of £2.7m as an exceptional item in last year’s accounts.

During the year Advantage has paid redress of £1.8m to affected customers and by the

period end had completed its pre-agreed customer communication strategy. In the current

year Advantage have also recognised a provision of £1.8m relating to the industry-wide FCA

consultation on motor finance commissions. It has also concluded the sale of long-term

written off accounts which has yielded £3.4m of debt sale proceeds, representing a gain on

disposal of £2.5m which is included within the impairment charge.

A2.2 Business Review

Operating Results

Period ended

5 February

2026

£m

Year ended

31 January

2025

£m

Revenue 107.4 115.6

Cost of Sales – Impairment (13.0) (35.6)

Cost of Sales – Other (23.6) (16.4)

Gross profit 70.8 63.6

Administrative Expenses (24.7) (18.8)

Operating Profit 46.1 44.8

Finance Costs (14.3) (18.1)

Profit before Taxation before exceptional item 31.8 26.7

Exceptional item – (2.7)

Profit before Taxation (“PBT”) 31.8 24.0

Taxation (note 12 in the accounts) (8.1) (6.1)

Profit after Taxation 23.7 17.9

Please note the businesses use financial and other key performance indicators such as new loan deals and other alternative performance

measures set out in A2.1 and A2.2 within this Strategic Report – definitions for the alternative performance measures are given in note 1.14 to

the financial statements.

08 S&U Plc Annual Report and Accounts 2026

A2 Strategic Report

CONTINUED

Aspen Property Bridging Finance

• Record PBT at £8.8m (2025: £7.2m)

• 267 new loan deals (2025: 191) at £795k average gross advance (2025: £940k) and

stable LTVs

• Record revenue up 3% to £24.4m (2025: £23.8m)

• Impairment at £0.2m (2025: £2.4m) following excellent collections and recoveries during

the year.

• Administrative expenses increased by 36% reflecting increased investment in staff and

funding costs

• Net receivables up to £179.7m (2025: £152.2m). Book quality good with a record 198

loans repaid or recovered this year (2025: 178)

• ROCE at 11.2% (2025: 11.5%)

Aspen achieved an excellent financial performance in a UK housing market best described

in price and activity as sluggish. A fall in average loan advances was offset by improved

volumes, slightly improved interest margins and good repayment quality. Cost of sales and

overheads grew in line with advances this year and with expected growth in the future.

The business enters the new financial year with 18% higher net receivables than a year ago

and Aspen continue to successfully develop their introducer network, products and staff

qualifications and experience.

A2.3 Funding and

Balance Sheet Review

S&U has a strong balance sheet and with

a revival in the Advantage motor finance

receivables book this year, S&U net assets

grew to £249.0m at 5 February 2026 (2025:

£238.1m). Gearing increased from 80.8% to

97.1%. Existing rates of growth are predicted to

require additional investment of near £100m

next year. As a result, additional funding

extending the Groups existing RCF facilities

from £230m to £280m was secured in early

January, taking total facilities to £330m, of

which the Group is currently utilising £241.8m.

At the same time the Group is in the process

of arranging longer-term facilities, which will

substantially increase our ability to finance the

growth we envisage for the next five years.

A2.4 Principal Risks

and Uncertainties

There have been no material changes in the

principal risks and uncertainties in the last year,

with the exception of the welcomed clarity

provided by the UK Supreme Court case hearing

and associated FCA Consultation on motor

finance commission disclosure referred to in A2

4.3 below and in note 21.

A2.4.1 Consumer

and Economic risks

The Group is involved in the provision of

consumer credit, and it is considered that the

key material risk to which the Group is exposed

is the credit risk inherent in amounts receivable

from customers. This risk is principally controlled

through our credit control policies supported by

ongoing reviews for impairment. The value of

amounts receivable from customers may also be

subject to the risk of a severe downturn in the

UK economy which might affect the ability of

customers to repay.

The UK economy is currently experiencing a

mixed economic landscape. Current UK growth

has stalled, and the future path of inflation and

interest rates is now uncertain; unemployment

is rising and this could hinder our customers’

repayment performance. However, property

and used car prices are stable, which is

conducive to good repayment quality in both of

our businesses. Wars in the Middle East and in

Ukraine threaten economic prospect both in the

UK and globally. Nevertheless, our businesses

operate solely in the UK, and Advantage and

Aspen have historically been resilient through

adverse macro-economic conditions. We

therefore currently believe these risks are

limited.

The Group is particularly exposed to the non-

prime motor sector and to the value of the

used vehicles which are our security. This risk

is controlled through our credit control policies

including loan to value limits and thorough

ongoing monitoring. Loan to values are also

controlled within our property bridging business

although historically impairment rates in that

market are low, mainly because loan to value

calculations are conservative, interest is mainly

retained upfront and loan periods average just

over one year.

A2.4.2 Funding and Liquidity Risk

Funding and Liquidity risk relates to the

availability of sufficient borrowing facilities for the

Group to meet its liabilities as they fall due. This

risk is managed by ensuring that the Group has a

variety of funding sources and by managing the

maturity of borrowing facilities so that sufficient

funding is available for the medium term.

Compliance with banking covenants is monitored

closely so that facilities remain available at

all times. The current relatively low level of

group gearing at 97.1% and the shorter-term

nature of our property bridging business mean

maturities of trading assets and liabilities can still

be appropriately managed going forward. The

Group’s activities expose it to the financial risks of

changes in interest rates and where appropriate

the Group uses interest rate derivative contracts

to hedge these exposures in bank borrowings.

The Group has no such interest rate derivative

contracts currently.

A2.4.3 Legal, Regulatory

and Conduct Risk

The Group is subject to legislation including

consumer credit legislation which contains very

detailed and highly technical requirements.

To fulfil its responsibilities in this area, the

Group has procedures in place and employs

dedicated compliance resource and specialist

legal advisers to ensure compliance with

this legislation. Advantage directors are

prominent members of the Finance and Leasing

Association’s committees and, through them,

regularly liaise with the FCA. Advantage also

engages in regular “face to face” liaisons with

the FCA and the relationship is excellent.

Regulatory Risk at Advantage is addressed

by a strong compliance function and by the

constant review and monitoring of Advantage’s

internal controls and processes, overseen by

RSM, S&U’s internal auditors. This process is

buttressed by specific advice from Trade and

other organisations, by RSM and by Shoosmiths,

Advantage’s specialist lawyers.

Keith Charlton is Chief Risk Officer of Advantage

and plays a key role in managing and mitigating

legal, regulatory and conduct risk within

Advantage. Keith and his colleague Alan Tuplin

who is the Chief Credit Risk Officer both have

over 20 years of experience in non-prime motor

finance. They work closely with our trade body,

The Finance and Leasing Association.

Corporate Governance The Accounts Other Information

Stock Code: SUS ― www.suplc.co.uk 09

Strategic Report

This year the FCA’s focus has shifted to broker

commissions and their disclosure which we

refer to in more detail in note 1.13. This year

has also seen an increase in the number of

complaints to Advantage reaching the Financial

Ombudsman Service at 1,572 versus 1,144 last

year, with most of the increase relating to the

activities of claims firms and claims lawyers

targeting Advantage with meritless commission

and affordability themed complaints. These

have caused both a strain on the business as

well as an unnecessary additional cost for each

case. The proportion of these complaints which

are upheld continues to be very low and one of

the best in the industry at a rate of only 17%.

However, they still take valuable resources to

deal with, and we expect the fees imposed for

claims management companies in April 2025

will continue to dampen complaints volumes.

Given Advantage’s compliance record and the

detailed operations above it is to be hoped

that, in turn, the FCA will ensure an absolute

clarity and identity of interpretation between

itself and other regulators, particularly the

Financial Ombudsman Service. Fair and effective

regulation does require co-ordination and

consistency.

Aspen Bridging operates in the unregulated

bridging sector aimed at professional borrowers.

It nevertheless operates high lending and

operational standards and procedures, which

are also subject to review under our internal

audit program. As required for companies in this

sector, it has also registered with FCA for Anti

Money Laundering purposes.

The Group is also exposed to conduct risk

in that it could fail to deliver fair outcomes

to its customers which in turn could impact

the reputation and financial performance of

the Group. The Group principally manages

this risk through Group staff training and

motivation (Advantage is an Investor in People)

and through detailed monthly monitoring of

customer outcomes for compliance and treating

customers fairly.

The Group is very proud of its excellent

underwriting and fraud deterrence processes

which it continues to develop. Advantage’s

underwriting capability, already state of the

art in the motor finance industry, has been

further refined during the year to give an even

more comprehensive overview of customer

circumstances, affordability and their income

and expenditure.

A2.4.4 Operational Risk

The Group is also exposed to operational

risk including the risk of not maintaining

effective internal systems, organisation and

staffing. Increased use of technology and

close supervision by our staff has improved

this systemic risk and the Company has

Cybersecurity measures in place which are

regularly tested. Real-time monitoring of the

Group’s IT capability is strictly maintained. This

will both provide absolute assurance in line with

IT’s second line risk enterprise and offer still

greater regulatory transparency.

A2.4.5 Risk Management

The 2024 UK Corporate Governance Code

came into effect from 1 February 2025 and

contained revisions which whilst important did

not have a major impact on the Group. Under

Provision 28 and 29 of the 2018 UK Corporate

Governance Code, the Board is expected to

establish procedures to manage risk, identify

the principal and emerging risks the Company

takes in order to achieve its strategic objectives

and to oversee an effective internal control

framework. This provision of the Code has

been updated to the 2024 version of the Code

with effect from 1 February 2026, which with

it comes a significant new addition to include

a formal declaration from the Board regarding

the effectiveness of material internal controls.

The Group is well progressed having identified

its material controls and mapped them to

the principal risks. The effectiveness of these

controls will be monitored during the year and

reported on in the 5 February 2027 annual

report.

Although compliance with the Code is the

responsibility of the Board as a whole, risk

in particular is independently assessed by

members of the Audit Committee. They receive

regular reports, both from the management

of Advantage Finance and Aspen Bridging and

from S&U’s external and internal auditors.

These concern the effectiveness of the risk

management and internal control systems,

which during the year were determined by the

Audit Committee to be operating effectively.

As outlined above, the Audit Committee

oversees the work of RSM, S&U’s Internal

Auditors. The Committee meets regularly to

receive specific reports on RSM’s work. All

Senior Management Regime designations

include those S&U Board executive directors

who also serve on the Advantage board. Expert

challenge and oversight is also provided by our

independent non-executive directors including

Graham Pedersen who is a former regulator

himself.

S&U Plc Annual Report and Accounts 202610

A2 Strategic Report

CONTINUED

The Group’s business activities together with the

factors likely to affect its future development,

performance and position are set out above.

The financial position of the Group, its cash

flows, liquidity position, borrowing facilities,

legal and regulatory risk position are set out in

the financial statements and Strategic Report.

Statement of Viability

In assessing the viability of the Group as

required by the UK Corporate Governance

Code, the directors considered funding,

business planning, financial forecasting and

risk evaluation cycles and concluded that a

three-year period was appropriate for viability

assessment. The three-year period is consistent

with the Group planning horizons.

The directors therefore considered the three-

year period commencing 6 February 2026

and assessed the prospects of the company

considering:

• the Group’s current position as set out in

these financial statements;

• the principal risks facing the Group as set

out in A2.4;

• information regarding the current prospects

of the Group; and

• current information regarding the economy

and the markets the Group serves

The directors then reviewed the same three-

year period commencing 6 February 2026 as

to their reasonable expectation that the Group

will be able to continue in operation and meet

its liabilities as they fall due over a three year

period. They took into account:

• the impacts of different macroeconomic

scenarios and whether any severe

shock could threaten the Group’s future

performance, solvency or liquidity;

• funding and financial forecasts for this

period and the underlying assumptions

by considering the potential impact of the

principal risks facing the Group, as set out

in A2.4;

• analysis of key sensitivities which could

affect profitability during the viability

period; Assumptions made are clearly

stated and additional scenarios are

modelled to demonstrate the potential

impact of risks and uncertainties on

profitability and funding; and

• information regarding mitigating actions

which can be taken.

Having considered all relevant information,

the directors confirm that they have robustly

assessed the principal risks facing S&U plc. From

this assessment, the directors have a reasonable

expectation that the Group will be able to

continue in operation and meet its liabilities

as they fall due over the three-year period

commencing 6 February 2026, in line with the

Group’s financial projections as approved in

April 2026.

Statement of Going Concern

In assessing the appropriateness of the going

concern assumption, the directors are mindful

of the need to effectively manage the Group’s

risks and internal controls. Details of the Group’s

financial risk management objectives, its

financial instruments, and its exposures to credit

risk, market risk, liquidity risk and economic

risk are set out in the notes to the financial

statements and in the principal risks and

uncertainties noted in A2.4 above. The Group’s

objectives, policies and processes for managing

its capital are described in the notes to the

financial statements.

In considering all of the above the directors

believe that the Group is well placed and has

sufficient financial resources to manage its

business risks successfully despite the current

uncertain economic outlook.

After making enquiries, the directors have a

reasonable expectation that the Group has

adequate resources to continue in operational

existence for the foreseeable future.

Accordingly, they continue to adopt the going

concern basis in preparing the Annual Report

and Accounts of at least 12 months from the

date of approval of the financial statements, in

line with the Group’s financial projections as

approved in April 2026.

Corporate Governance The Accounts Other Information

Strategic Report

Stock Code: SUS ― www.suplc.co.uk

A3 Statements of Viability and Going Concern

A 47-year-old HGV driver renting privately in the North East applied

for vehicle finance to purchase an Audi A5 S Line (£9,239). A full credit,

affordability, and HPI check confirmed the loan was suitable and affordable.

After later advising of a change from

weekly to monthly pay, which affected

the timing of his next instalment, the

customer contacted Advantage. An

advisor reviewed the situation and

adjusted the payment date to align

with his new salary schedule.

During the call, the customer also

shared concerns about potential

housing changes. He was reassured

that support would be available if

needed.

He subsequently left a positive

Trustpilot review, praising the advisor’s

compassion, professionalism, and

efficiency in resolving his concerns.

I spoke to Mo about a change in circumstances

and once again he represented advantage as kind,

understanding and extremely helpful as always,

spoke with compassion and answered every question

and solved my worries within minutes, could not

recommend advantage enough... Thanks again Mo.

5 Star Trustpilot Review

Case Study

S&U Plc Annual Report and Accounts 202612

Our Customers

Case Study

A 54-year-old council tenant in Peterborough, applied for vehicle finance

to purchase a Ford KA purchase at £3,490, had her credit and affordability

assessed, with an HPI search confirming no issues on the vehicle.

After losing her job due to a contract

not being renewed, she contacted

Advantage and was unable to make the

next payment. Advantage updated her

agreement to reflect her employment

gap, split the next payment, and

adjusted future dates to align with her

new pay schedule.

She left a TrustPilot review

praising Amy-Lea for her patience,

understanding, and support during a

stressful time.

Amy-Leah was very understanding and patient with me on the phone

and especially with me also being very upset and stressed on our call

together as I have never ever in my last 40 years almost, had to make

calls to all my priority bills and direct debits to try and explain all that

has happened to me in last 6 weeks that i was so sorry but i couldn’t

pay my next month direct debit but only for this 1 monthly only as

started a better job now this week. She was patient and Amy-Leah

really is a credit to your customers and your Company. Thank you so

much Amy-Leah I really appreciate all your help.

5 Star Trustpilot Review

Corporate Governance The Accounts Other Information

Stock Code: SUS ― www.suplc.co.uk 13

Strategic Report

£2.6m gross loan at 75% LTV – Semi Commercial Bridge-to-Let

and 3-day completion

A developer needed urgent funding to

refinance a newly completed semi-

commercial scheme in Bristol after

delays with another lender. Aspen

provided a £2.6 million facility on its

Bridge to Let product in just three days,

leveraging our award-winning in-house

valuation expertise to ensure timely

refinancing of the new-build block of

eight flats and two retail units.

Written at 75% LTV, the facility gives

the experienced developers – already

engaged with Aspen on the funding of

another asset in their portfolio – the

flexibility to retain and let remaining

units after the initial sales period.

Aspen Bridging were absolutely brilliant.

The underwriter helped me all the way through my

bridging loan and made the whole process smooth

and stress-free. They were always available, explained

everything clearly, and went above and beyond to

make sure things were done on time. I couldn’t have

asked for better support. I would highly recommend

Aspen to anyone needing a bridging loan.

Borrower Review

Case Study

S&U Plc Annual Report and Accounts 202614

Our Customers

CONTINUED

Broker Review

Working with Aspen, their team completed our deal in

a very short time and in a highly professional manner.

They were extremely responsive and provided same-

day answers to all of our questions. Throughout the

entire process, the underwriter supported us with

great professionalism and was always available to help,

ensuring everything ran smoothly. We would confidently

recommend Aspen to anyone.

£700k gross loan at 75% LTV – Stepped Rate & Dual Rep

Legals for Foreign National

Aspen delivered a £700,000 bridge

within 10 days for a foreign national

purchasing a new-build apartment

near Tower Bridge, where failure to

complete would have resulted in the

forfeiture of the borrower’s deposit.

The facility was structured at 75% LTV

on Aspen’s stepped rate (initial 0.55%

pm) over a 10-month term, with exit

planned via refinance onto a BTL. By

combining our Dual-Rep legal service

and award-winning product, Aspen

ensured the deal was funded within

the required timeframe.

Case Study

Corporate Governance The Accounts Other Information

Stock Code: SUS ― www.suplc.co.uk 15

Strategic Report

A4.1 Employees

Time of change and contrasting fortune often bring out the best

in people as always, our staff throughout the Group have risen

to the challenges of the past year. This reflects the loyalty and

“family ethos” at S&U of which we have always been proud.

A4.2 Community

Our success at S&U depends upon our understanding the

customers we serve. Where this may not be the case, we have

well established policies for any who may wish to complain,

routed to our Dispute Resolution Department in Grimsby or to

our head office in Solihull. We are proud to enjoy high levels

of customer satisfaction. Currently our Trustpilot ratings are

4.9 out of 5. In addition, this year Advantage were awarded

the Good Business Pays – Fast Payers Award 2025, having

consistently paid their suppliers (on average) in 27 days or less

and paid 95% or more of their invoices on time. In the period to

5 February 2026, 448 out of 542 (83%) complaints were decided

by the Financial Ombudsman Service in Advantage’s favour (year

to 31 January 2025: 391 out of 464 or 84%) one of the best levels

in the industry.

S&U supports its wider community through charitable giving

and activities relating to fundraising. Whilst staff are regularly

involved in their own charitable activities, S&U plc channels its

philanthropic activities through The Keith Coombs Trust which

this year celebrates its 14th anniversary. The Trust which Anthony

Coombs chairs, but which has a Board of independent trustees,

mainly gives to charities helping children with disabilities.

Amongst other causes, last year the Company supported The

National Institute for Conductive Education, which deals with

adults and children with cerebral palsy, strokes and head injuries.

It is also working with Handicapped Children’s Action Group to

provide equipment for disabled children. The Trust also supports

the Marie Curie Hospice, which is close to its Solihull HQ, by

sponsoring the Hospice’s costs for the 10th January every year –

Keith Coombs birthday. During the past year the KC Trust donated

£90,000 to these charities. In total, the past 14 years will have

seen donations of over £1m to charity.

Advantage continued supporting their local charities by

continuing to be a Corporate Partner of Women’s Aid. During

the year, the staff and the business also supported Macmillan,

Save The Children and St Andrews Hospice.

At Aspen we continue to invest heavily in training,

development and professional growth, ensuring all

employees receive appropriate initial and regular re-training.

This commitment is reflected in our continued support for

professional qualifications at all levels. New junior staff are

undertaking the Level 3 Certified Practitioner in Specialist

Property Finance (CPSP), while members of the valuations

team have successfully completed both the RICS Commercial

and Residential Valuation Methodologies. A number of

colleagues have also achieved AssocRICS status, further

strengthening the depth and credibility of our valuation

capability. In addition, Aspen staff completed AML training

delivered by specialist compliance consultancy providers,

ensuring robust regulatory knowledge across the business.

Employee engagement and community involvement remain

important to Aspen. We continue to support our local

communities through charitable and sporting initiatives,

including a charitable golf day in aid of NICE, which

encompasses the centre for movement disorders. We also

support through the Keith and Celia Coombs Trust local

charities for the disabled.

We also remain focused on nurturing future talent,

continuing our strategy of offering opportunities to

bright young people from local universities. Over the

past 12 months, we have welcomed two graduates from

Birmingham City University.

At Advantage our programs make use of the Government’s

apprenticeship schemes. During the last business year,

we have recruited and supported 5 employees with a

formal apprenticeship. The qualifications range from a

Level 3 Business Administration apprenticeship to a Level 6

Operations Management apprenticeship.

Advantage also supported staff to complete a number of

professional qualifications during the year some of which

are continuing into the new year, including AAT Level 4,

Chartered Institute of Credit Management and Cilex Legal

Executive.

Our average length of service at Advantage is 8 years, with

25% of staff having over 10 years’ service. Where consistent

with Advantage’s operational needs, we allow flexible

working and last year had over 30 requests for this.

The FCA Regulatory regime is now centred on our duty

to the Customer. All employees within the Group are

required to demonstrate appropriate knowledge, skills and

competence particularly in customer facing roles. During

the year Advantage continued to work in line with their

Training & Competence Framework, which sets out how

employees are trained and measured within their roles,

and monthly reviews take place to assess competency for

all staff within these departments. Over 1000 individual

training courses were completed by staff over the year, these

include internally developed training and a wide range of

externally provided through FLA, FCA, MBL Seminars, ACAS,

.Net and SAF for example. Many more hours of Continued

Professional Development were recorded by our employees

which demonstrates their commitment to keeping their skills

and knowledge up to date and relevant.

Monthly competence reviews highlight areas of training

needs and development for all employees. Advantage

Finance is also an accredited Silver Investor in People and

Accredited Investor in Wellbeing.

The Group’s policy is to give full and fair consideration to

applications for employment by disabled persons, having regard

to the nature of their employment. It goes without saying that a

Group based on a family ethos has no truck with discrimination of

any kind – except of course on the basis of performance. Further

equality and diversity information is contained in the corporate

governance report on page 40. People prosper and are promoted

within S&U purely on merit. As required by legislation, we confirm

that as an organisation, we respect and recognise human rights in

all aspects of our business.

Formal reviews of performance take place bi-annually and all

operations are reviewed on a monthly basis. We encourage staff

to make suggestions for constructive change within the Group.

S&U Plc Annual Report and Accounts 202616

A4 Corporate Social Responsibility

A4.3 Health and Safety

and Diversity Policy

Although we recognise that diversity reporting

is often based around a statistical analysis

of our staff’s racial origin, given our above

long-standing policies, we consider that this

can too often itself be divisive and potentially

discriminatory. By recruiting the best people

for the job, both enhance their self-esteem,

irrespective of their background, racial or socio

economic, and at the same time create an esprit

de corps.

S&U takes its responsibilities towards the

health, safety and good working environment

of its employees very seriously. However, in

the finance field it is not engaged in the kind of

processes which compromise health and safety

for either our staff or our visitors. Policy and

processes are in place which uphold the highest

standards of providing a healthy and safe

workplace. It seeks to provide a congenial and

productive working environment. During the

year, Advantage opened the Pit Stop café, a new

and popular break-out space for staff.

Recruitment and promotion decisions, whilst

reflecting the social and racial makeup of the

areas in which we operate, are always based on

ability and aptitude, not according to any racial

or gender stereotypes.

A4.4 Climate Change

S&U recognises the Government’s Green

Finance Strategy and is taking measures to

reduce our carbon footprint and minimise and

then eliminate carbon emissions so far as we

are able directly to control them.

We therefore monitor and reduce those areas

of emissions which we can most directly control

in order to achieve net zero status by 2050.

As part of this, the Board monitors the type, age

and stated emissions of the vehicles Advantage

finances. Currently just over half of customers

opt for diesel vehicles, whilst the proportion of

fully electric vehicles, is at present very small.

These proportions may change over the next

decade.

Our ability to influence our customers

environmental decisions at Aspen Bridging is

equally constrained. Nevertheless, statutory

requirements to publish Energy Performance

Certificates for residential properties to let, as

well as building regulation requirements for

substantial refurbishments, will increasingly

reflect our customers environmental

responsibilities.

The Board also monitor the energy usage in our

office buildings and have taken action to reduce

this via the installation of solar panels in our

Grimsby office.

The Company is pleased to present its fourth

climate change report under the framework

provided by the Task Force on Climate Related

Financial disclosures (‘TCFD’). In late 2023 this

task force was disbanded and their work has

been incorporated into the new standards

IFRS S1 and IFRS S2 issued by the International

Sustainability Standards Board, standards

which will first become mandatory for UK

companies for accounting periods starting after

1 January 2027.

A4.4a Governance

An ESG committee chaired by the Chairman

Anthony Coombs and consisting of senior

executives and the senior non-executive director

meets on a regular basis. The Committee

reports to the Board of directors of S&U plc

which has overall oversight of the Group’s work

on climate change. This is now a regular Board

agenda item and the Board consider climate

when setting budgets, forming capex plans and

setting strategy.

A4.4b Strategy

The Group will continue to identify

opportunities to manage its scope 1, scope

2 and scope 3 business travel emissions and

will continue to seek to directly reduce its

contribution in these areas to climate change.

In addition, in order to off-set those scope 1,

scope 2 and scope 3 (business travel emissions

and emissions sources), which we are not at

present able to reduce to zero, S&U plc group

have for the past 4 years engaged Carbon

Neutral Britain to measure, calculate and

offset the organisation’s carbon footprint. Our

group emissions for the period ended 5.2.26 in

scope 1, scope 2 and scope 3 (business travel

emissions and emissions sources) are 141t CO

as shown in the table in A4.4d below. These

emissions have been offset with Carbon Neutral

Britain via their Woodland fund which supports

Climate Fund, Reforestation and Woodland

Management Projects.

The Group has also made progress in identifying

opportunities to manage other indirect scope

3 emissions associated with the loan assets we

finance for our customers. At Advantage, we

provide the finance but not the vehicle itself,

and our ability to influence the CO

emissions

of the cars we finance is therefore limited. The

average CO

emissions of the cars from our

financed vehicles remained at 126.1 CO

g/km

this year, but by working with customers and

other companies in our supply chain we are

looking to accelerate the reduction we saw last

year. We continue to evaluate our requirements

for reporting under IFRS S1 and S2 and our

ability to measure and monitor indirect scope 3

requirements within the value chain. The ISSB

has allowed some scope 3 reporting transition

relief in this respect.

In order to assess the resilience of the

Group’s strategy, we have identified 2 climate

scenarios being:

1. the global temperature increase is kept to

below 2 degrees, or

2. climate change mitigation is slower and

the global temperature increases by 2 to 4

degrees.

The Group has considered the risks relevant to

each of these climate scenarios over the short,

medium and long term, being the next year, the

next 3 years and the next 5 years and beyond

respectively.

Corporate Governance The Accounts Other Information

Stock Code: SUS ― www.suplc.co.uk 17

Strategic Report

The Group has assessed its strategy as resilient

for the likely risk events arising under these two

scenarios, with a minimal expected impact on

the business.

A4.4c Risk Management

The Group identifies climate change risks

through the ESG committee and the wider

executive teams including the risk management

teams of both our operating businesses,

Advantage Finance Limited and Aspen Bridging

Limited. Our biggest business Advantage

Finance reports to the ESG committee. Climate

risk is not currently considered a significant risk

for the Group. At Aspen, potential climate risk

factors like flood and subsidence are assessed

through our underwriting polices and where

appropriate met through insurance.

All our underlying global energy use is UK based

and we will continue to take action in order to

reduce these emissions and where that is not

fully possible offset them. Solar panels on our

office buildings in Grimsby and electric company

vehicles are examples of where we have

continued to manage energy usage this year.

The Group is keen to progress further

opportunities to manage and reduce its impact

on climate change over shorter term, medium

term and longer-term planning horizons

being the next year, the next 3 years and the

next 5 years and beyond respectively. The

climate related risks and opportunities we

have identified as potentially having a material

financial impact on the Group are as follows:

Risks with potential material

financial impact Related Opportunity Planning Horizon

1. Potential for increased UK

regulation and taxes affecting

motor vehicles and their

affordability for our loan

customers

Continue to align our products in

advance to meet evolving customer

preferences and affordability in the

light of planned regulatory and tax

changes Medium and Long Term

2. Potential for increased UK

regulations relating to building

and safety control at Aspen

Continue to monitor buildings

financed as to their climate and

safety credentials

Short, Medium and

Long term

The potential financial impact of these risks and opportunities on the group would be reflected in the

potential for reduced revenue or increased expenditure.

Scenario 1

The risks the Group has identified under this

climate scenario are mainly indirect over

the long term, where stricter regulations

and taxes to help keep global temperatures

lower are applied in the UK and affect the

used vehicle and property finance products

which can be supplied to our customers

and/or our customers’ affordable use and

enjoyment of those products. The UK

Government is committed to banning the

sale of new diesel and petrol cars from

2030 with an opt out for some plug-in

hybrids and we will continue to monitor this

commitment and associated developments

ahead of this date alongside the availability

and affordability of used electric vehicles, in

order to refine our strategy in a sustainable

way for our customers.

Scenario 2

The risks the Group has identified under this

climate scenario include the indirect risks

over the long term mentioned for Scenario

1 as the UK makes change but global

temperatures still rise further. Scenario 2

also includes more medium- and long-term

direct risks too such as the increased flood

and weather risk to our office buildings

and to properties financed – these risks

are mitigated by insurance and wider

operational risk is mitigated by the business

continuity plans we have in place.

18 S&U Plc Annual Report and Accounts 2026

A4 Corporate Social Responsibility

CONTINUED

A4.4d Metrics and Targets

S&U’s own direct environmental footprint is reported in the following table:

Tonnes CO

Greenhouse gas emissions data

For period 1 February 2025 to 5 February 2026

Period ended

5 Feb 2026

Year ended

31 Jan 2025

Scope 1 (Direct emissions)

Combustion of fuel – Petrol & diesel used by company cars 25 15

Gas consumption 2 13

Scope 2 (Energy indirect emissions)

Purchased electricity (location based) 42 47

Electric vehicle energy usage 5 10

Total Scope 1 and 2 74 85

Scope 3 (Other indirect emissions)

Business travel not using owned/leased vehicles 35 19

Total Scope 1,2 and 3 (business travel) 109 104

Transmission and Distribution Losses 5 5

Well to Tank 27 21

Total Scope 1,2 and 3

(business travel emissions and emissions sources) 141 130

Company’s chosen intensity measurement:

Total normalised tonnes scope 1, 2 and 3

(business travel and emissions sources)

e per £m turnover

1.3 1.1

For the period ending 5 February 2026, we did

not achieve the target of below 1.3 total tonnes

per £m turnover due to reduced electric vehicle

usage and increased executive travel from head

office to Advantage.

For the period ending 5 February 2026, the

annual quantity of energy consumed by the

group under scopes 1 and 2 was 248,831 kwh

(31.1.25: 295,128 kwh).

For the year ending 5 February 2027, we are

targeting below 1.3 normalised tonnes per

£m turnover.

The methodology used to calculate our

emissions is based on the “Environmental

Reporting Guidelines: including mandatory

greenhouse gas emissions reporting guidance”

(June 2013) issued by the Department for

Environment, Food & Rural Affairs (“DEFRA”)

and updated HM Government SECR guidance

dated March 2019. We have also utilised

DEFRA’S 2025 conversion factors within our

reporting methodology. The emissions for

period ended 5.2.26 were verified by Carbon

Neutral Britain.

The 2023 data forms the baseline data for

subsequent periods. In order to express our

annual emissions in absolute and relative

terms, we have used turnover in our intensity

ratio calculation, as this is the most relevant

indication of our growth and provides for a good

comparative measure over time.

All emissions are UK only and there are no

offshore emissions.

The Directors confirm that under listing

rule UKLR 6.6.6R(8) we have included in the

above report disclosures consistent with

the 2017 Final TCFD Recommendations and

Recommended Disclosures Implementing the

Recommendations of the Task Force on Climate-

related Financial Disclosures (version October

2021).

Corporate Governance The Accounts Other Information

Stock Code: SUS ― www.suplc.co.uk 19

Strategic Report

The Directors confirm they have considered their obligations

under S172 of the Companies Act 2006 including their duty to

promote the success of the company and how they have engaged

with the following key stakeholders in the business:

1. Our Customers

S&U focuses on;

i. making the customer the heart of our business; and

ii. having respect for every customer and always treating

customers fairly.

Key actions taken demonstrating how we do this are set out in

section A2.1 above. The outcomes of this customer engagement

are reflected in high customer satisfaction ratings (Trustpilot), low

levels of complaints and above all the Group’s success over the

last two decades.

2. Our Employees

S&U maintains a family ethos for all those who work within it.

Key actions taken demonstrating how we do this are set out in

section A4.1 above. The outcomes of this employee engagement

are reflected in a streamlined management structure, high staff

retention rates, high skill levels, positive reward and recognition

and a strong culture of continuous improvement.

3. Our Business Partners

S&U continuously seeks to nurture and improve key business

relationships with our key introducing brokers, dealers and key

suppliers.

Key actions taken demonstrating how we do this are set out in

our strategic report above. The outcomes of these key actions are

reflected in the positive feedback and high retention rates for our

partners and in the steady, sustainable and successful growth of

the Group in the past two decades.

4. Our Investors and

Funding Partners

S&U’s significant family management shareholdings means an

identity of interest between shareholders and the management

of the company and together with help from trusted advisers

maintains close relationships with investors, analysts and also

with long term funding partners.

Key actions taken demonstrating how we do this are set out in

section B3.2 of our corporate governance report and in section

A2.3 of our strategic report. The outcomes of this investor

engagement help underpin the total shareholder return graph

on page 32. The outcomes of this funder engagement help the

strong balance sheet and treasury position outlined in this annual

report and accounts.

5. Our regulators and

other statutory bodies

S&U has a strong compliance culture which is overseen by

management and the audit committee with help from our

internal auditors RSM.

Key actions demonstrating how we do this are set out in section

B3.1 of our audit committee report. The outcomes of these

actions have led to positive feedback from regulatory and other

statutory bodies of which the Group is proud.

6. Our Community

and Our Environment

S&U does not exist in a vacuum and prides itself on supporting

the wider community and looking after its environment.

Key actions demonstrating how we do this are set out in section

A4 of the strategic report. The outcomes of these key actions

have led to a low environmental footprint and the community

and charity support set out in section A4.2 above.

In assessing the Group’s engagements within our 6 stakeholder

areas above, the directors have also ensured such engagements

reflect the Group’s values, business model, key performance

indicators and principal risks as set out in the strategic

report above.

A6 Approval of

Strategic Report

Section A of this Annual Report comprises a Strategic Report

prepared for the Group as a whole in accordance with the

Companies Act 2006 (Strategic Report and Directors’ Report)

Regulations 2013.

Approved by the Board of Directors and signed on behalf of

the Board.

Anthony Coombs

Chairman

20 April 2026

S&U Plc Annual Report and Accounts 202620

A5 Section 172 Statement

Corporate

Governance

IN THIS SECTION

B1 Board of Directors 22

B2 Directors’ Remuneration Report 24

B2.1 Report of the Board to the

Shareholders on

Remuneration Policy

B2.2 Annual Remuneration Report 27

B3 Governance 36

B3.1 Audit Committee Report 36

B3.2 Corporate Governance 38

B3.3 Compliance Statement 42

B4 Directors’ Report 43

B5 Directors’ Responsibilities Statement 45

C1 Independent Auditor’s Report to

the Members of S&U plc

Stock Code: SUS ― www.suplc.co.uk 21

Anthony Coombs

MA (OXON)

Chairman

Joined S&U in 1975 and

was appointed Managing

Director in 1999 and then

Chairman in 2008. He served

as a Member of Parliament

from 1987 – 1997 and was a

member of the Government.

He is a director and trustee of

a number of companies and

charities.

Graham Coombs

MA (OXON) MSc (Lon)

Deputy Chairman

Joined S&U after graduating

from London Business School

in 1976.

Jack Coombs

MA (OXON) ACA

Chief Operating Officer

Joined S&U in 2016 having

previously qualified at PWC as

a Chartered Accountant. Jack

supports a number of charities

and swam the Channel from

England to France in 2011 to

raise funds for Alzheimer’s

Research.

Chris Freckleton

ACA

Group Finance Director

Chris joined the S&U Group

in 2025, having previously

qualified at Deloitte where

he gained considerable

experience in the motor and

speciality finance markets

within which the Group

operates

Karl Werner

CEO Advantage Finance

Karl has been in motor finance

for over 20 years, including

senior roles at MotoNovo

Finance. Karl joined the

S&U Group in 2023 as

Advantage CEO.

Ed Ahrens

CEO Aspen Bridging

Ed has been in banking and

speciality finance for over 30

years, including senior roles at

Barclays, AIB and as a founding

director of Vanquis Bank.

Ed joined the S&U Group

in 2014 as Group Strategic

Development Director (GSDD)

and then launched Aspen

Bridging as CEO in 2017.

Executive

Key

Nominations Committee

Audit Committee

Remuneration Committee

S&U Plc Annual Report and Accounts 202622

B1 Board of Directors

Tarek Khlat

MBE BA Economics & MBA

Non-executive

Graham Pederson

Non-executive

Jeremy Maxwell

Non-executive

Graham Wheeler

Non-executive

Manjeet Bhogal

ACMA CGMA

Company Secretary

Tarek has over 25 years of

experience in financial services

including the co-founding of

Crossbridge Capital, where he

is Group CEO. He has held roles

at Credit Suisse and JP Morgan,

and in journalism with CNN and

Fox News. Tarek has an MBA

from Harvard Business School.

Following distinguished service

at the NSPCC, Tarek was awarded

an MBE in 2021 for services

to children and is currently

Chair of the Board of Trustees

of Centrepoint, the national

homelessness charity.

N A R

Graham joined the Board of

S&U in early 2015 and brings

experience as a regulator at

the Bank of England, Financial

Services Authority and Prudential

Regulation Authority and as a

banker with detailed knowledge

of the speciality finance sector.

N A R

Jeremy brings expertise in digital

innovation, marketing and

customer experience from over

25 years in the retail and B2B

distribution industries. In addition

to other NED and advisory roles,

he has held senior executive

positions at Carpetright, Wolseley

UK, Mothercare, Screwfix

and B&Q.

N A R

Graham brings over 40 years’

experience in motor finance,

consumer and business lending.

His career included senior roles

at GM, Barclays, GE Capital, and

Volkswagen FS, where he was

UK CEO for 11 years. Graham

was Advantage’s CEO from 2020

to 2024.

N A R

Manjeet joined S&U in February

2019 and was appointed Company

Secretary on 1st January 2024.

Key

Nominations Committee

Audit Committee

Remuneration Committee

Non-Executive

The Accounts Other Information

Stock Code: SUS ― www.suplc.co.uk 23

Strategic Report Corporate Governance

This report has been prepared to comply with Schedule 8 of The Large and Medium-sized Companies and Groups

(Accounts and Reports) (Amendment) Regulations 2008, the Companies (Miscellaneous Reporting) Regulations 2018,

as well as the Companies Act 2006 and other related regulations.

B2.1 Report of the board to the

shareholders on remuneration policy

Introduction

On behalf of your Board, I am pleased to present our Directors’ Remuneration Report for the period

ended 5 February 2026.

The trading performance during 2025/26 marks a clear and material improvement across the Group,

and the Remuneration Committee’s approach to remuneration reflects this strengthened position.

Both divisions have delivered strong results. Advantage has demonstrated a significant recovery, with

advances materially ahead of last year, improved collection rates, strengthened margins and credit

quality, and a return to disciplined growth. Aspen has delivered another record year, with lending,

receivables and revenues at historic highs, supported by robust credit performance and sustained

yield discipline.

Group net receivables have increased meaningfully year-on-year, and the improvement in trading has

been reflected in renewed market confidence and share price performance. This represents not only

financial recovery but operational resilience following a period of regulatory and market disruption.

In this context, the Remuneration Committee will recognise strong financial delivery while

maintaining discipline and proportionality. Bonuses will continue to be determined by reference

to financial performance and the approved non-financial KPI framework, with up to 25% of

performance assessment linked to governance, customer outcomes, environmental oversight and

operational integrity. The non-financial element remains an integral and deliberate component of

total performance assessment, not an adjunct.

ESG Measures and Context for 2025/26

(Aspen and Advantage)

During the year, both Aspen and Advantage demonstrated measurable progress against the

Comprehensive Non-Financial Targets framework approved in 2024, with clear evidence of enhanced

governance discipline, regulatory engagement and operational resilience.

Environmental and Sustainability

Aspen completed the implementation of its IT project to capture and monitor EPC ratings across its

entire loan portfolio, enabling ongoing tracking of energy efficiency at entry and exit. The portfolio

currently averages an EPC rating of ‘C’, with approximately 60% of properties rated C or above,

positioning the business broadly in line with the Government’s 2030 direction of travel. Travel policies

were updated with the aim of reducing emissions through structured low-emission vehicle use, and

working practices continue to reduce commuting impact and paper usage across both businesses.

Regulatory and Risk Governance

Advantage successfully progressed and embedded the S166 remediation programme, strengthening

documentation standards, vulnerability processes and internal controls. Enhanced dialogue with

regulators and auditors has improved governance transparency and control assurance. IFRS 9

oversight and ECL governance have been subject to increased Board and Audit Committee scrutiny,

reinforcing prudential discipline.

Operational Resilience and Data Governance

Business continuity and disaster recovery processes were reviewed and tested. Cyber risk

management and data oversight were embedded into regular committee reporting cycles, reflecting

stronger operational risk governance.

People and Leadership

Both businesses maintained strong internal promotion records, continued investment in professional

qualifications and training, and improved diversity balance across teams. ESG oversight is now

formally embedded within committee structures, with defined reporting cadence and cross-

functional ownership.

Collectively, these outcomes demonstrate that ESG considerations have become integrated into

risk management, governance and executive accountability, rather than remaining narrative-led or

discretionary.

This year’s annual Directors’ Remuneration Report sets out how the Remuneration Policy was

applied during the period ended 5 February 2026 and provides details of amounts earned in respect

of the period ended 5 February 2026. It also sets out how the Remuneration Committee has decided

the Remuneration Policy will be operated for the year commencing 6 February 2026.

We intend for the Company’s Remuneration Policy to be updated at least every 3 years.

The Remuneration Policy was last updated in 2024 and a copy of this was published in full in the

2024 Annual Report and can also be found in the About us Governance section on our website

at www.suplc.co.uk

2025/26 key decisions and pay outcomes

The aim of the Company’s Remuneration Policy is to deliver simple and fair remuneration packages

which are linked to both Group and personal performance, retention focussed and appropriate for

the Company, its Shareholders and the directors.

For the period ended 5 February 2026 3 executive directors received no increase and the 2 key

executives driving Aspen’s excellent performance received exceptional higher increases, as noted

below. This is below the average increases given to the wider workforce which averaged 10.0% in

light of the continued difficult albeit easing inflationary cost of living environment for our employees.

S&U Plc Annual Report and Accounts 202624

B2 Directors’ Remuneration Report

After a review of market comparables, and after their excellent performances as executive directors

of our growing Aspen Bridging subsidiary, it was decided to award Ed Ahrens a salary increase of

9.3% for the period ended 5 February 2026 and Jack Coombs a salary increase of 23% for the period

ended 5 February 2026.

For the period ended 5 February 2026 fees had been increased by 2.5% for the non-executive

directors and 3.4% for the senior non-executive director.

Group profit before tax increased from £24.0m in 2024/25 to £31.8m in 2025/26. This result derives

mainly from improved repayments and reduced impairment at Advantage together with reduced

regulatory and funding costs, alongside good performance at Aspen which narrowly missed budget.

The Committee noted that this result in aggregate was above expectations and financial performance

remains resilient and materially improved year-on-year. The Committee also assessed executive

performance against the non-financial measures as part of the ESG and governance framework

approved in 2024. These areas form up to 25% of the annual bonus performance assessment. We

have taken this into account in the decisions taken regarding salaries with 3 of the 4 executives’

salaries increasing for 2026/27 and regarding their bonuses where 2 of the 4 received 100% bonuses,

with the two Aspen executives receiving 80% bonuses. There was no upwards or downwards

Committee discretion applied to remuneration outcomes for the financial year.

Advantage’s recovery is going from strength to strength, having returned to more normal levels

of advances of 18,279 new motor finance agreements during the period ending 5 February 2026

(31.1.25: 12,073) and improved collections performance at 90.5% (31.1.25: 85.6%). As last year,

our Advantage team has continued to work diligently to support customers in the more difficult

circumstances they have faced. Looking forward, due to potential continued impacts from reduced

inflation and used car price correction, we remain optimistic but cautious in our outlook and adopt

our normal conservative approach to impairment provisions.

In its ninth year of operation, Aspen Bridging made 267 new loan facilities lending over £212m

(31.1.25: 191 new loan facilities lending £180m). At the end of the year Aspen had 245 live loans

amounting to net receivables of £180m (31.1.25: 176 live loans amounting to £152m) which reflects

an almost annual turnover in the Aspen bridging book. Whilst political and economic uncertainties

have and will continue to affect S&U, the Company has continued to demonstrate its historic ability

to produce robust and resilient results.

Anthony Coombs and Graham Coombs

Based on the profit performance of the Group, the Remuneration Committee judged the level at which

the annual bonus payments should be made. Group Profit Before Tax (“PBT”) for the year of £31.8m

was above budget and increased by 32% on the 2025 result. Therefore, the Remuneration Committee

determined that for the financial period 2025/26 a bonus of £50,000 each would be awarded to

Anthony Coombs and Graham Coombs in line with their target bonuses, due to the actual group PBT

of £31.8m being above their on-target performance level of £30.85m group PBT. The Remuneration

Committee therefore considers these annual bonus awards to be fair and reasonable and reflective of

each director’s achievement against performance targets set during the year.

Ed Ahrens

The Committee have considered Ed’s management of the Aspen Bridging Finance team in light of the

record Aspen PBT result of £8.8m for the period ended 5 February 2026. During the period Aspen

has also made good strides in improving their environmental impact, their community engagement

and their governance and leadership. The Committee judged the level at which the annual bonus

payment should be made. For the financial period 2025/26 a bonus of £32,000 was awarded to Ed

Ahrens which was below his normal target bonus of £40,000, given Aspen narrowly missed budget.

In May 2025 Ed Ahrens was granted 4,000 shadow share options under the new LTIP, as disclosed in

last year’s Directors Remuneration Report. The Remuneration Committee determined that half of

these 4,000 shadow share options vested with reference to performance during the period ended

5 February 2026 with reference to the profit performance of Aspen and achievement against the PBT

and ROCE based targets set for that period.

Jack Coombs

The Committee have considered Jack’s significant contribution to the continued growth of Aspen

Bridging, including growth during the period ended 5 February 2026, helping Aspen Bridging achieve

a record PBT result of £8.8m. The Committee judged the level at which the annual bonus payment

should be made. For the financial period 2025/26 a bonus of £40,000 was awarded to Jack Coombs

which was below his normal target bonus of £50,000, given Aspen narrowly missed budget.

Key remuneration decisions and implementation of the

Remuneration Policy for the year ending 5 February 2027

Remuneration implementation for the year ended 5 February 2027 will be in line with the

Remuneration Policy. A copy of the full Policy as approved at the 2024 AGM is set out in the Annual

Report and Accounts for the year ended 31 January 2024, which is available on the Company’s website.

Salary increases, annual bonus and LTIP

The Remuneration Committee has now agreed salary increases for the year ended 5 February 2027

with 3 of the 4 executives’ salaries increasing for 2026/27, one of which is receiving an exceptional

higher increase, as noted below, whilst the other two executives are receiving increases just above

the average wider workforce increase level (which averaged 3.3% in light of the easing inflationary

environment for our employees). After a review of market comparables, and considering his broader

role now as Chief Operating Officer of S&U, it was decided to award Jack Coombs a salary increase of

19% for the year ended 5 February 2027.

The Accounts Other Information

Stock Code: SUS ― www.suplc.co.uk 25

Strategic Report Corporate Governance

For the year ending 5 February 2027, where the target levels of performance set are achieved, the

annual bonus has been set at £60,000 for Anthony Coombs, Graham Coombs and Jack Coombs,

£30,000 for Ed Ahrens, £50,000 for Karl Werner* and £20,000 for Chris Freckelton*. Where the

performance targets set are exceeded, the Remuneration Committee has the discretion to pay an

increased annual bonus based on stretch performance targets to Ed Ahrens and Karl Werner*. The

maximum amount payable will not exceed the maximum limits stated in the Remuneration Policy. The

annual bonuses will continue to be mainly assessed against stretching divisional and group Profit Before

Tax (PBT) targets and Return on Capital Employed (ROCE), although for the third year up to 25% of the

annual bonus will now be assessed based on the achievement of specific non-financial targets. The

Remuneration Committee aims to align these specific non-financial targets to the Company’s KPI’s in

the areas of governance structures and environmental impact. The Committee believes Environmental,

Social and Governance factors are critical to good business practice and are tied to the success and long-

term sustainability of organisations across all sectors, and these will therefore be carefully considered

when setting the non-financial targets for the annual bonus. In order for the bonuses to be paid in

full, these stretching performance targets must be achieved and, if not fully met, the Remuneration

Committee will determine the level of any reduced annual bonus payment.

The Committee intends to grant 1,000 shadow share options under the 2021 LTIP to Ed

Ahrens, subject to achieving certain threshold Aspen PBT and ROCE targets for the year ending

5 February 2027 and 2,000 shadow share options under the 2021 LTIP to Ed Ahrens, subject to

achieving certain stretch Aspen PBT and ROCE targets for the year ending 5 February 2027.

The Committee intends to grant 2,000 shadow share options under the 2021 LTIP to Karl Werner*,

subject to achieving certain threshold Advantage PBT and ROCE targets for the year ending

5 February 2027 and 3,000 shadow share options under the 2021 LTIP to Karl Werner*, subject to

achieving certain stretch Advantage PBT and ROCE targets for the year ending 5 February 2027.

The Committee intends to grant 1,000 shadow share options under the 2021 LTIP to Chris

Freckelton*, subject to achieving certain threshold Group PBT and ROCE targets for the year ending

5 February 2027.

* Karl Werner was appointed a director of S&U plc on 9 February 2026 and Chris Freckelton on 20 April 2026

(after the 5 February 2026 year end).

For the period ending 5 February 2026, the Remuneration Committee considers that the significant

shareholding held by Anthony Coombs, Graham Coombs and Jack Coombs similarly provides

adequate alignment to shareholders and therefore no shadow share option awards are made to

these directors.

Fees for the non-executive directors have now been increased by 6.8% to £43,000 and for the senior

non-executive director increased by 6.1% to £45,000 for the year ending 5 February 2027.

The Remuneration Committee continues to welcome Shareholder feedback on remuneration

decisions or on any issue related to executive remuneration. I commend this report to Shareholders

and ask that you support the resolution to approve the Company’s Annual Remuneration Report at

the Company’s AGM on 24 June 2026.

Tarek Khlat

Chairman of the Remuneration Committee

20 April 2026

S&U Plc Annual Report and Accounts 202626

B2 Directors’ Remuneration Report

CONTINUED

This section covers how the Remuneration Policy was implemented in the period ending 5 February 2026. Certain elements

of the Annual Remuneration Report are subject to audit, and this has been highlighted at the start of each section.

Remuneration Committee

(this section is not subject to audit)

The Company has established a Remuneration Committee which is constituted in accordance

with the recommendations of the Combined Code. The current members of the Remuneration

Committee are Mr Graham Pedersen, Mr Jeremy Maxwell and Mr Tarek Khlat, who are all

independent non-executive directors. Biographical details of these directors are set out on page 22.

The Remuneration Committee is chaired by Mr Tarek Khlat.

None of the Remuneration Committee has any personal financial interest, conflicts of interest arising

from cross-directorship or day-to-day involvement in running the business. The Remuneration

Committee makes recommendations to the Board.

The Remuneration Committee is responsible within the authority delegated by the Board for

determining, implementing and operating the Remuneration Policy and for determining the

specific remuneration packages for each of the executive directors. In particular, the Remuneration

Committee has the following key responsibilities:

• determining and setting variable and performance-related pay, and the assessment of

performance targets for executive directors;

• reviewing and approving the remuneration arrangements and fees for each individual director;

• reviewing and approving the remuneration arrangements and any payments for loss of office or

severance packages for new directors and those stepping down as a director or ceasing to be a

member of the senior management team; and

• reviewing and having regard to the general remuneration pay practices and polices across the

wider workforce when setting executive pay.

In its role to implement and operate the Remuneration Policy for directors the Remuneration

Committee considers;

• the need to attract, retain and motivate high quality individuals to optimise Group performance;

• the need for an uncomplicated link and clear line of sight between performance and rewards;

• the need for an appropriate balance between fixed and variable remuneration and short term

and long-term rewards and alignment with shareholder interests;

• best practice and remuneration trends within the Company and the financial services industry;

• the requirements of the UK Corporate Governance Code and existing director contracts; and

• previous shareholder feedback and the interests of other relevant stakeholders and employees.

The Remuneration Committee’s terms of reference were reviewed during the year and are available

on our website www.suplc.co.uk.

Advisors to the Remuneration Committee

The Remuneration Committee is assisted in its work by the Chairman, Deputy Chairman and the

Group Finance Director. The Chairman is consulted on the remuneration of those who report directly

to him and also of other senior executives. No executive director or employee is present or takes part

in discussions in respect of matters relating directly to their own remuneration.

During the year, the Remuneration Committee was also assisted in its work by KPMG LLP who

provide advice and guidance on remuneration matters. The Remuneration Committee is comfortable

that the KPMG team which provided advice to the Remuneration Committee was and is independent

and that they did not have any connections with S&U plc that may have impaired their objectivity.

The total fees paid to KPMG for the provision of independent advice during the period ended

5 February 2026 was £13,200. KPMG also provide taxation compliance and advisory services to

the Group.

Attendance at meetings

Details of the number of Remuneration Committee meetings held during the year and attendance at

those meetings is set out in the Governance section on page 41 of this Annual Report.

The Accounts Other Information

Stock Code: SUS ― www.suplc.co.uk 27

Strategic Report Corporate Governance

B2.2 Annual Remuneration Report

Single Figure Tables (this section is subject to audit)

The table below sets out in a single figure the total amount of remuneration including each component received by each of the directors for the period ended 5 February 2026, together with comparative

figures for the year ended 31 January 2025:

Executive

Directors

Anthony

Coombs

£000

Graham

Coombs

£000

Chris

Redford*

£000

Jack

Coombs

£000

Ahrens

£000

2025/26 2024/25 2025/26 2024/25 2025/26 2024/25 2025/26 2024/25 2025/26 2024/25

Salaries and fees 385 385 370 370 108 260 185 150 235 215

Allowances and benefits 123 114 35 35 9 22 21 21 10 10

Pension Contribution 0 0 0 0 14 38 27 22 35 32

Total Fixed 508 499 405 405 131 320 233 193 280 257

Bonus 50 0 50 0 25 0 40 40 32 40

Shadow Share Incentive 0 0 0 0 0 0 0 0 41 44

Total Variable 50 0 50 0 25 0 40 40 73 84

Total 558 499 455 405 156 320 273 233 353 341

* Chris Redford resigned as Group Finance Director on 18 June 2025 following his planned retirement and was awarded a £25,000 discretionary bonus.

**Karl Werner and Chris Freckelton were appointed as directors of S&U plc on 9 February 2026 and 20 April 2026 respectively (after the 5 February 2026 year end) and so no remuneration is shown in the single figure table.

Non-Executive Directors

Tarek

Khlat

£000

Graham

Pederson

£000

Graham

Wheeler

£000

Jeremy

Maxwell

£000

2025/26 2024/25 2025/26 2024/25 2025/26 2024/25 2025/26 2024/25

Salaries and fees 42 41 40 39 40 39 40 39

Total 42 41 40 39 40 39 40 39

S&U Plc Annual Report and Accounts 202628

B2.2 Annual Remuneration Report

CONTINUED

Salaries & fees

The amount of salary / fees received in the period.

Allowances and benefits

The taxable value of benefits received in the period. These are company car or allowance, private fuel, life

insurance and private medical insurance.

Pension

The pension figure represents the cash value of pension contributions received by the executive directors. This

includes the Company’s contributions to the defined contribution pension scheme and any salary supplement in

lieu of a Company pension contribution.

Annual Bonus

Annual bonus is the value of the cash bonus earned in respect of the year. A description of the performance

targets against which the bonus pay-out was determined is provided on page 30. The Remuneration Committee

determined that no part of any bonus paid for the period ended 5 February 2026 would be deferred.

Share incentive plans (LTIP)

For the period ended 5 February 2026 figures for the value of nil cost options vesting in respect of performance

under the shadow share incentive plan have been calculated as follows:

• PBT and ROCE based performance targets for the period to 5 February 2026 were not met for Aspen;

accordingly, the Remuneration Committee determined that 50% of the 4,000 shadow share options granted

to Ed Ahrens vested in respect of achieving performance targets in the period to 5 February 2026. Although

the above LTIP options would also have been subject to continued employment, we disclose the value of

the shares vesting by reference to performance to 5 February 2026 which is £41,248 for Ed Ahrens (i.e.

2,000 shares vested by reference to performance).

• We intend to grant further shadow share options in May 2025 based on the value of a total of 4,000 shares

in S&U. These awards will be subject to a performance period which will commence on 6 February 2026

and will end on 5 February 2027. The share price at the start of the performance period was £23.80; if the

share price were to increase by a further 50% between May 2026 and May 2029, then the share price of the

awards would have increased to £35.70, representing an increase in the face value of Ed Ahrens’ and Chris

Freckelton’s award of £11,900 and an increase in the face value of Karl Werner’s award of £23,800.

For the year ending 31 January 2025 comparative figures:

5,000 shadow share options were granted to Chris Redford of which 0% vested in respect of not achieving their

performance targets in that year and 3,000 shadow share options were granted to Ed Ahrens in that year of

which 100% vested in respect of achieving their performance targets in that year.

The Accounts Other Information

Stock Code: SUS ― www.suplc.co.uk 29

Strategic Report Corporate Governance

Individual elements of remuneration (this section is subject to audit apart from the application

of the Remuneration Policy to the individual elements of remuneration for the period ending

5 February 2026).

Base salary and fees

Base salaries for individual executive directors are reviewed annually by the Remuneration

Committee and are set with reference to individual performance, experience and responsibilities

within the Group as well as with reference to similar roles in comparable companies. Non-executive

directors will continue to receive directors’ fees in line with market practice. As disclosed in the

Annual Report on Remuneration last year, for the period ending 5 February 2026, no salary increases

were given to the executive directors, except where exceptional circumstances merited a higher

increase, it was decided to award Jack Coombs and Ed Ahrens salary increases of 23.3% and 9.3%

respectively.

For the year ending 5 February 2027, the Remuneration Committee has now agreed salary increases

with 3 of the 4 executives’ salaries increasing for 2026/27, one of which receiving an exceptional

higher increase, as noted below. After a review of market comparables, and considering his broader

role now as Chief Operating Officer of S&U, it was decided to award Jack Coombs a salary increase

of 19% for the year ended 5 February 2027. The average increase for executives was above the

increases given to the wider workforce.

The table below shows the base salary increases awarded for next year:

Executive director

Base salary

as at

5 February

2026

£000

Base salary

for year to

5 February

2027

£000

Increase

Anthony Coombs 385 385 0.0

Graham Coombs 370 385 4.0

Jack Coombs 185 220 18.9

Ed Ahrens 235 245 4.3

Karl Werner* n/a 310 n/a

Chris Freckelton* n/a 210 n/a

* Karl Werner and Chris Freckelton were appointed as directors of S&U plc on 9 February 2026 and 20 April 2026 respectively

(after the 5 February 2026 year end) and so no remuneration is shown in the table for base salary as at 5 February 2026.

Non-Executive Directors

The Remuneration Policy for non-executive directors is determined by the Board, in line with the

Articles of Association. Fees reflect the responsibilities and duties placed upon non-executive

directors whilst also having regard to market practice. The basic non-executive director fee was

increased by 6.8% to £43,000 with effect from 5 February 2026. The basic senior non-executive fee

was increased by 6.1% to £45,000 with effect from 5 February 2026. The non-executive directors

do not participate in any of the Company’s share incentive plans, nor do they receive any benefits,

bonus or pension contributions.

Non-executive director fees

2024/25

£000

2025/26

£000

2026/27

£000

Basic fee 39.3 40.3 43.0

Additional fee for Senior Independent

Non-executive director 2.0 2.1 2.0

Annual bonus

For the period ended 5 February 2026, annual bonuses for the executive directors were based on

stretching Group or divisional PBT targets. The Committee also assessed executive performance

against the non-financial measures as part of the ESG and governance framework approved in 2024.

These areas form up to 25% of the annual bonus performance assessment. The table below sets

out the maximum bonus opportunity that each of the executive directors could earn for the period

ended 5 February 2026 together with the Group PBT targets and details of the actual bonus earned.

Performance

Maximum

annual bonus

opportunity

period ending

5 February

2026

£000

Bonus

pay-out % of

maximum

Actual bonus

earned for

the period

ending

5 February

2026

£000

Anthony Coombs

Group PBT target

(£30.85m)

50 100 50

Graham Coombs 50 100 50

Ed Ahrens

Aspen Bridging PBT

and ROCE target* 40 80 32

Jack Coombs

Aspen Bridging PBT

and ROCE target 50 80 40

* Whilst the Remuneration Committee is aware that some shareholders wish to see detailed retrospective disclosure of bonus targets,

it considers this inappropriate for the divisional PBT and Group and Divisional targets given that such targets are based on commercially

sensitive information that the Board believes could negatively impact the Group’s competitive position by providing our competitors with

insight into our business plans and expectations, resulting in significant risk to future profitability and shareholder value. We will review

annually this commercial sensitivity and consequent non-disclosure of the historic divisional PBT and Group and Divisional ROCE targets.

However, we are committed to providing as much information as we are able to, in order to assist our investors in understanding how our

incentive pay-outs relate to performance delivered. Details of the Group PBT targets are disclosed above.

S&U Plc Annual Report and Accounts 202630

B2.2 Annual Remuneration Report

CONTINUED

Based on above target performance levels for S&U group in the period ended 5 February 2026 the

Remuneration Committee determined bonuses of £50,000 each were payable to each of Anthony

Coombs and Graham Coombs. Based on the below target performance levels for Aspen Bridging in

the period ended 5 February 2026 the Remuneration Committee determined bonuses of £32,000

was payable to Ed Ahrens and £40,000 for Jack Coombs. The Committee considered the extent

to which both financial and individual performance targets had been met in determining these

bonuses.

Annual bonus in 2026/27

For the year ending 5 February 2027, where the threshold performance targets set are achieved,

the annual bonus has been set at £60,000 for Anthony Coombs, Graham Coombs and Jack Coombs,

£30,000 for Ed Ahrens, £50,000 for Karl Werner* and £20,000 for Chris Freckelton*. Where the

target levels of performance set are exceeded, then based on stretch performance targets the

Remuneration Committee has the discretion to pay an increased annual bonus to Ed Ahrens and

Karl Werner* and the maximum amount payable will not exceed the maximum limits stated in

the Remuneration Policy. The annual bonus will continue to be assessed predominantly against

stretching Group and divisional PBT and ROCE targets, with up to 25% of the annual bonus also

assessed against specific non-financial targets.

The Remuneration Committee considers that the actual annual bonus targets are commercially

sensitive and should therefore remain confidential to the Company. They provide our competitors

with insight into our business plans, expectations and our strategic actions. However, the

Remuneration Committee will continue to disclose how the bonus pay-out delivered relates to

performance against the Group PBT targets on a retrospective basis.

* Karl Werner was appointed a director of S&U plc on 9 February 2026 and Chris Freckelton on 20 April 2026 (after the 5 February 2026

year end).

Long Term Incentives – Long Term Incentive Plan (LTIP) 2021

Awards granted during the period

Ed Ahrens was awarded 3,000 nil cost shadow share options under the 2021 LTIP in May 2025 at a

notional nil exercise price, subject to achieving specified stretch Aspen PBT and ROCE targets for the

period ended 5 February 2026.

No other shadow share options were envisaged to be granted to S&U directors, and none were

granted during the period ended 5 February 2026.

Awards vesting based on performance in respect the period ended

5 February 2026

An award of 2,000 shares vested based on performance for Ed Ahrens in respect of the period ended

5 February 2026 and has been included in the notes to the single figure tables on page 29 - the value

of this award in the single figure tables is based on the previous 3 months’ average share price as at

5 February 2026.

Awards for 2026/27

The Committee intends to grant 1,000 nil cost shadow share options under the 2021 LTIP to Ed

Ahrens, subject to achieving certain threshold Aspen PBT and ROCE targets for the year ending

5 February 2027, 2,000 nil cost shadow share options under the 2021 LTIP to Ed Ahrens, subject to

achieving certain stretch Aspen PBT and ROCE targets for the year ending 5 February 2027.

The Committee intends to grant 2,000 shadow share options under the 2021 LTIP to Karl Werner*,

subject to achieving certain threshold Advantage PBT and ROCE targets for the year ending

5 February 2027 and 3,000 shadow share options under the 2021 LTIP to Karl Werner*, subject to

achieving certain stretch Advantage PBT and ROCE targets for the year ending 5 February 2027.

The Committee intends to grant 1,000 shadow share options under the 2021 LTIP to Chris

Freckelton*, subject to achieving certain threshold Group PBT and ROCE targets for the year ending

5 February 2027.

The LTIPs will normally become exercisable three years from grant, subject to the satisfaction of the

performance conditions and the director remaining in employment. The Remuneration Committee

considers that the targets are commercially sensitive and should therefore remain confidential to

the Company. They provide our competitors with insight into our business plans, expectations and

our strategic actions. However, the Remuneration Committee will continue to disclose how the LTIP

vesting relates to performance against the Aspen, Advantage and Group PBT and ROCE targets on a

retrospective basis.

The table below shows a comparison between the actual amounts paid or vested in the period

ended 5 February 2026 and the amounts granted for the year ending 5 February 2027.

Amounts actually

paid or vested

in the year

2026

Amounts granted

in the year (subject

to the achievement

of performance

conditions)

2027

Anthony Coombs Bonus £50,000 £60,000

Shadow share options – –

Graham Coombs Bonus £50,000 £60,000

Shadow share options – –

Jack Coombs Bonus £40,000 £60,000

Shadow share options – –

Ed Ahrens Bonus £32,000 £30,000

Shadow share options 2,000 1,000

Karl Werner* Bonus £50,000

Shadow share options n/a 2,000

Chris Freckleton* Bonus £20,000

Shadow share options n/a 1,000

* Karl Werner was appointed a director of S&U plc on 9 February 2026 and Chris Freckelton on 20 April 2026 (after the 5 February 2026 year

end) and so no remuneration is shown in the table for 2026.

The Accounts Other Information

Stock Code: SUS ― www.suplc.co.uk 31

Strategic Report Corporate Governance

For the period ended 5 February 2026, the Remuneration Committee considers that the significant

shareholding held by Anthony Coombs, Graham Coombs and Jack Coombs provides adequate

alignment to shareholders.

The Committee has determined that, as a matter of good governance and alignment with

shareholder interests, 50% of the net-of-tax proceeds from any Shadow Share Option (SSO) grant,

equivalent to 25% of the gross SSO entitlement, should be reinvested in the Company’s shares within

three months of vesting. While no formal minimum holding period will be imposed, the Committee

expects that such shareholdings will be retained as a demonstration of long-term commitment to the

Company. This approach reinforces executive alignment with sustainable shareholder value creation

and reflects the Board’s expectation of meaningful equity participation at senior levels.

Malus and Clawback provisions

The Remuneration Policy for executive and non-executive directions, which shareholders approved at

the 2024 AGM contains specific malus and clawback provision for the annual bonus and LTIP awards

as follows.

For up to two years following the payment of the annual bonus award, the Committee may require

repayment of all or part of the bonus in the event of a material misstatement or error in assessing

performance measures which has led to an overpayment of the bonus or in the event of dismissal

due to gross misconduct in the bonus year or in the event of criminal behaviour. Some or all of any

deferred award under the annual bonus may be clawed back (via a cancellation of the award) prior

to vesting in equivalent circumstances.

During the vesting period of an LTIP award the Committee may clawback all or part of the award (via

the cancellation of unvested awards) in the event of a material misstatement or error in assessing

performance measures which has led to the award vesting to a greater degree than would otherwise

have been the case or in the event of dismissal due to gross misconduct.

These provisions were not used in the period to 5 February 2026.

Total pension entitlements in 2025/26

(this section is subject to audit)

During the year the Group made contributions into a defined contribution scheme on behalf of Ed

Ahrens, Jack Coombs and Chris Redford (or pays a salary supplement in lieu). None of the directors

have accrued benefits under the defined benefit scheme.

Director

Defined

contribution

or salary

supplement

in lieu

£000

Percentage of

Salary

Chris Redford 14 14.5

Ed Ahrens 35 15.0

Jack Coombs 27 15.0

Company performance – shareholder return graph

(this section is not subject to audit)

The following graph shows the Company’s Shareholder Return performance, compared with the

performance of the FTSE Small Cap, over the past ten years. This comparator has been selected since

it illustrates S&U’s relative performance within their sector.

100

150

200

250

300

Return Index

31/01/2016

31/01/2017

31/01/2018

31/01/2019

31/01/2020

31/01/2021

31/01/2022

31/01/2023

31/01/2024

31/01/2025

31/01/2026

S&U Plc

FTSE small

cap index

Executive Chairman Remuneration for the previous

ten years (this section is not subject to audit)

The Group does not have a CEO, but the table below shows the detail required by the regulations for

our executive chairman Mr Anthony Coombs:

Executive director

Single figure of

remuneration

Annual bonus

(% of maximum

opportunity for

the year)

Long term

incentive

(% of maximum

number of shares

for the year)

2026 558 100 n/a

2025 499 0 n/a

2024 467 0 n/a

2023 506 100 n/a

2022 469 100 n/a

2021 450 20 n/a

2020 427 33 n/a

2019 412 40 n/a

2018 387 0 n/a

2017 402 50 n/a

S&U Plc Annual Report and Accounts 202632

B2.2 Annual Remuneration Report

CONTINUED

Percentage change in Executive Directors’ Remuneration (this section is not subject to audit)

The table below sets out in relation to salary, taxable benefits and annual bonus the percentage increase in remuneration for executive directors and the wider workforce for the period ended

5 February 2026 and years ended 31 January 2025, 31 January 2024, 31 January 2023 and 31 January 2022.

Element

Period to 5.2.26

Anthony

Coombs

Graham

Coombs

Chris

Redford

Jack

Coombs*

Ahrens**

Wider

Workforce

Base salary 0.0 0.0 (41.5) 23.3 9.3 3.3

Allowances and benefits 7.9 0.0 (40.9) 0.0 0.0 n/a

Bonus 100.0 100.0 100.0 0.0 (20.0) 121.4

Year to 31.1.25

Base salary 1.7 1.7 3.0 25.0 3.6 10.0

Allowances and benefits 29.5 0.0 0.0 (8.7) 11.1 n/a

Bonus 0.0 0.0 (100.0) 300.0 300.0 (39.9)

Year to 31.1.24

Base salary 1.3 1.4 3.1 9.1 n/a 5.5

Allowances and benefits 7.3 2.9 0.0 2300.0 n/a n/a

Bonus (100.0) (100.0) (80.0) (60.0) n/a (20.6)

Year to 31.1.23

Base salary 3.8 3.8 5.4 10.0 n/a 9.0

Allowances and benefits 3.8 (2.9) 0.0 0.0 n/a n/a

Bonus 66.7 66.7 0.0 150.0 n/a 6.6

Year to 31.1.22

Base salary 0.0 0.0 0.0 n/a n/a 3.0

Allowances and benefits 5.3 0.0 (15.4) n/a n/a n/a

Bonus 100.0 100.0 100.0 n/a n/a 186.9

** Jack Coombs was appointed a director of S&U plc on 14 April 2021, so no comparative data is available for the year 31.1.22.

** Ed Ahrens was appointed a director of S&U plc on 14 February 2023 (after the 31 January 2023 year end) and so no comparative data is available for the years to 31.1.24, 31.1.23 or 31.1.22.

Anthony Coombs received benefits and allowances of £123,000 in the period ending 5 February 2026 and £114,000 in the year ending 31 January 2025. Anthony Coombs earned a bonus of £50,000 for the

period ending 5 February 2026 and received a bonus of £nil for the year ending 31 January 2025.

Graham Coombs received benefits and allowances of £35,000 in the period ending 5 February 2026 and £35,000 in the year ending 31 January 2025. Graham Coombs earned a bonus of £50,000 for the

period ending 5 February 2026 and received a bonus of £nil for the year ending 31 January 2025.

Chris Redford received benefits and allowances of £9,000 in the period ending 5 February 2026 and £22,000 in the year ending 31 January 2025. Chris Redford earned a bonus of £25,000 for the period

ending 5 February 2026 and earned a bonus of £nil for the year ending 31 January 2025.

Jack Coombs received benefits and allowances of £21,000 in the period ending 5 February 2026 and £21,000 in the year ending 31 January 2025. Jack Coombs earned a bonus of £40,000 for the period

ending 5 February 2026 and earned a bonus of £40,000 for the year ending 31 January 2025.

Ed Ahrens received benefits and allowances of £10,000 in the period ending 5 February 2026 and £10,000 in the year ending 31 January 2025. Ed Ahrens earned a bonus of £32,000 for the period ending

5 February 2026 and earned a bonus of £40,000 for the year ending 31 January 2025.

The Accounts Other Information

Stock Code: SUS ― www.suplc.co.uk 33

Strategic Report Corporate Governance

Chairman Pay Ratio (this section is not subject to audit)

The Group does not have a CEO, but the information below shows the detail required by the

regulations for our executive chairman Mr Anthony Coombs.

In accordance with the UK Companies (Miscellaneous Reporting) Regulations 2018, the Company

is required to disclose the ratio of the Chairman’s single total figure of remuneration to that of the

Company’s UK employees across the Group at the 25th percentile (P25), median (P50), and 75th

percentile (P75).

The Company has applied Method C to determine the pay ratios. The Company used existing

UK payroll data for the relevant financial period and employees were ranked based on total

remuneration received during the financial year. The employees whose pay was closest to the 25th,

50th and 75th percentiles were identified. No full-time equivalent adjustments were made, and

remuneration reflects actual pay received during the year.

The Committee considers this method to be proportionate and appropriate given the structure of

the Group’s UK workforce and the availability of payroll data.

For the period ended 5 February 2026, the ratios are set out below:

Year Method P25 P50 P75

2025/26 C 24:1 18:1 13:1

The Chairman’s single total figure of remuneration for the year was £558,000, as disclosed in the

audited Directors’ Remuneration Report.

The remuneration for the identified UK employees at each percentile was

P25: £23,000

P50 (median): £31,000

P75: £41,000

The Committee reviews workforce pay and conditions when setting executive remuneration.

The Committee believes that the median pay ratio for 2025/6 is consistent with the reward and

progression policies for the Company’s colleagues.

This is the first year in which the Company is required to disclose the CEO pay ratio under the

Companies (Miscellaneous Reporting) Regulations 2018. Accordingly, no comparative figures are

presented.

Relative Importance of Spend on Pay

(this section is not subject to audit)

The graph below shows the relative importance of spend on pay against other cash outflows of the

Group for the year ending 31 January 2025 and period ending 5 February 2026. Given the nature of the

Group’s business, the other significant outflows for the Group are loan advances and dividends payable.

Annual expenditure January 2025 v January 2026 £m

100

150

200

250

300

350

400

Wages & salaries Loan advances Dividends paid

2025

2026

Payments for loss of office (this section is not

subject to audit) and to past directors

There were no loss of office payments made during the period ended 5 February 2026.

Statement of directors’ shareholding and share interests

The table below details the beneficial shareholdings and share interests of the directors as at

5 February 2026.

Type

Total At

5 February

2026

Anthony Coombs Shares 1,224,009

Graham Coombs Shares 1,650,819

Ed Ahrens Shares 3,000

Jack Coombs Shares 1,677,147

Non-executive Directors

Tarek Khlat Shares –

Graham Penderson Shares –

Jeremy Maxwell Shares –

Graham Wheeler Shares –

In addition to the above holdings, Grevayne Properties Limited, a Company beneficially controlled by

Anthony Coombs and Graham Coombs, holds 379,123 Ordinary Shares.

Karl Werner and Chris Freckelton were appointed as executive directors of S&U plc after the 5.2.26

year end, on 9.2.26 and 20.4.26, and at that date they held no S&U plc ordinary shares.

S&U Plc Annual Report and Accounts 202634

B2.2 Annual Remuneration Report

CONTINUED

There are no share options held under the old LTIP 2010 scheme – there are no direct share interests arising under the new LTIP 2021 scheme agreed by shareholders at the AGM in 2021 as options which

are granted under this new scheme are shadow share options only.

The Committee has determined that, as a matter of good governance and alignment with shareholder interests, 50% of the net-of-tax proceeds from any Shadow Share Option (SSO) grant, equivalent to

25% of the gross SSO entitlement, should be reinvested in the Company’s shares within three months of vesting. While no formal minimum holding period will be imposed, the Committee expects that

such shareholdings will be retained as a demonstration of long-term commitment to the Company. This approach reinforces executive alignment with sustainable shareholder value creation and reflects the

Board’s expectation of meaningful equity participation at senior levels.

There have been no changes to the above shareholdings and share interests between 5 February 2026 and the date of this report.

Shareholder vote on the 2025 Remuneration Report and 2024 Remuneration Policy (this section is not subject to audit)

The table below shows the voting outcome at the 18 June 2025 AGM for the 2025 Directors Remuneration Report (advisory) and the voting outcome at the 6 June 2024 AGM for the 2024 Remuneration Policy:

Number of

votes “For” and

“Discretion”

% of

votes

cast

Number

of votes

“Against”

% of

votes

cast

Total Number

of votes cast

Number

of votes

“withheld”

Annual Report on Remuneration 2025 6,173,160 95.77 272,392 4.23 6,445,552 283

Remuneration Policy 2024 6,401,507 96.83 209,787 3.17 6,611,294 327

The Remuneration Committee welcomed the passing of the resolutions and the support shown by those Shareholders who voted in favour and the Remuneration Committee has taken steps wherever

practicable to understand Shareholder concerns when withholding their support.

Approval

This report section B2 of the Annual Report and Accounts including The Annual Remuneration Report was approved by the Board of Directors on 20 April 2026 and signed on its behalf by:

Tarek Khlat

Chairman of the Remuneration Committee

20 April 2026

The Accounts Other Information

Stock Code: SUS ― www.suplc.co.uk 35

Strategic Report Corporate Governance

B3.1 Audit committee report

Role and Responsibilities

The Audit Committee is a committee of the Board of Directors, made up of the 3 independent

non-executive directors and Graham Wheeler, former CEO of Advantage whose expertise on motor

finance issues is invaluable to the committee. Its main role is to assist the Board and protect the

interests of shareholders by reviewing the integrity and appropriateness of the Group’s financial

information, the systems of internal controls and risk management and the audit process, both

internal and external. The Committee continues to monitor developments in other areas in this

regard, to ensure that its role is properly and appropriately applied and performed. The Committee

is cognisant of the evolving audit landscape for listed companies and is helping the company develop

and embed its evolving response to climate change including the work for the task force on climate

related disclosures (TCFD). Tarek Khlat, a member of the audit committee also serves on the Group’s

ESG and climate change committee.

Composition of the Committee and Meetings

The Company has established an Audit Committee which is constituted in accordance with the

recommendations of the UK Corporate Governance Code. The members of the Committee are

Mr G Pedersen, Mr J Maxwell, Mr T Khlat and Mr G Wheeler, who are all non-executive directors.

Biographical details of these directors are set out on page 23. The Committee is chaired by Mr

G Pedersen. Meetings are held not less than twice a year and generally three times a year in

conjunction with the interim and full year financial reports issued in October and April and an

external and internal audit planning meeting in January. The external or internal auditors or

individual members of the Audit Committee may request a meeting if they consider one is necessary

and the Committee ensure that discussions are held with the external auditors without executive

Board members present. During the period ending 5 February 2026 three meetings were held

including Audit planning meetings.

Significant Matters related to the financial statements

The significant matters and areas of judgement considered by the Audit Committee in relation to the

5 February 2026 Financial Statements were as follows:

Impairment of receivables – Motor Finance – see also accounting policy

1.5 on page 57 and 1.13 on page 58

Receivables are impaired in Motor Finance based on the overall contractual arrears status and

also the number of cumulative contractual monthly payments that have been missed in the last

six months. Impairment is calculated using models which use historical payment performance and

amounts recovered from security realisation to generate the estimated amount and timing of future

cash flows from each arrears stage. In addition, and in accordance with the provisions of IFRS9 a

collective provision is made for expected credit losses in the next 12 months in the remainder of the

loan book which again references historical payment performance and amounts recovered.

Judgement is applied as to the appropriate point at which receivables are impaired and the level of

cash flows that are expected to be recovered from impaired customers.

In order to assess the appropriateness of the judgements applied, an exercise is performed to assess

the most recent performance of customers, including the cash collection and recovery performance

of impaired customers. This is used to help forecast expected cash collections which are then

discounted at the effective interest rate and compared to the carrying value of receivables at the

yearend with the difference being the impairment provision.

In assessing the adequacy of the Motor Finance impairment provision, the Audit Committee

considers, reviews and challenges;

a. The work performed by management and by Forvis Mazars in auditing the data used and their

challenge of the assumptions used by management; and

b. The findings in light of current trading performance and expected future trading performance.

The Committee also reviewed revenue recognition within motor finance and the impairment,

revenue recognition and strong receivables growth of our Property Bridging Finance business.

There were no issues and areas of judgement considered significant by the Committee in relation to

these areas.

Provision – Motor Finance FCA commission consultation –

see also note 1.13

The Committee assessed the accounting judgement made relating to the FCA’s final redress scheme

rules on motor finance commissions. The Committee considered other independent views, including

that of the external auditor, in assessing the provision recorded under the requirements of IAS 37.

The Committee has also encouraged active engagement with the FCA on the consultation proposals

and reviewed the submission made by Advantage in late 2025.

S&U Plc Annual Report and Accounts 202636

B3 Governance

External Audit

The Committee formally reviews the effectiveness of the external auditors, Forvis Mazars LLP, and

the Group’s relationship with them. The review consists of a list of relevant questions, which it

discusses with the Group Finance Director, before discussing them with external auditors.

As a result, the Committee concluded that the external audit process during Forvis Mazars LLP’s

fourth year as our auditors was effective this year. After a rigorous tender process Forvis Mazars LLP

were formally appointed as group auditors at the AGM in May 2021, taking over from Deloitte LLP

who had been Group Auditors since 2000.

The Audit Committee and Forvis Mazars have put in place safeguards to ensure that the

independence and objectivity of the external auditor is maintained including governing the

external auditor’s engagement for non-audit services. In line with rules for public interest entities

the provision of tax compliance services was placed with KPMG with effect from 1 February 2017

and we also use KPMG for guidance on directors’ remuneration and reporting matters. Fees paid

to the external auditor are shown in note 8 to the accounts. Overall the fees paid to the external

auditor for non-audit services, which were approved by the Audit Committee, were £60,000 (2025:

£45,000) and this was for the half year review of interim results and ESG KPI compliance verification

under our revolving credit facility agreement. The audit committee have continued to monitor the

quality of service they provided and their continuing independence. They examined Forvis Mazars

transparency report which demonstrates how audit quality is maintained in line with the “Audit

Quality Framework” issued by the professional oversight board of the Financial Reporting Council.

They also considered Forvis Mazars’ understanding of S&U plc’s business, their access to

appropriate specialists, and their understanding of the financial sector in which the Group operates.

In accordance with this policy the Audit Committee ensured no external service provided by the

auditors involved it in management of functions or decision making or in influencing Management’s

view on the adequacy of internal controls or financial reporting. If it were to be material to the

Group, any Corporate Finance or other advice that Forvis Mazars provided during the year would be

reviewed by the Audit Committee to ensure that they did not compromise the auditing function of

Forvis Mazars in any way.

Internal Audit

During the year, RSM have continued to provide internal audit services for the Group. An agreement,

overseen by the Audit Committee, has been entered into with RSM who will be responsible for

regular internal audits of the Group’s Regulatory Controls, Customer Compliance, Risk Management

and Governance Policy and Procedures.

The Committee considers that the Annual Report and Accounts, taken as a whole, is fair, balanced

and understandable and provides the information necessary for shareholders to assess the Group’s

performance, business model and strategy.

Graham Pedersen

Chairman of the Audit Committee

20 April 2026

The Accounts Other Information

Stock Code: SUS ― www.suplc.co.uk 37

Strategic Report Corporate Governance

The 2024 UK Corporate Governance Code issued by the FRC was applicable for the whole of the financial period ended

5 February 2026 and contained revisions which whilst important did not have a major impact on the Group. Revisions to

Provision 29 of the 2018 Code are effective from 6 February 2026 and the Group is well progressed having identified its

material controls and mapped them to the principal risks. The effectiveness of these controls will be monitored during the

year and reported on in the 5 February 2027 annual report. We report below on our adherence to the current 2024 UK

Corporate Governance Code.

Narrative statement

The way in which we comply with the Code’s Provisions or explain where we do not is described

below in the five areas of “Board Leadership and Company Purpose, Divisions of Responsibilities,

Composition, succession and evaluation, Audit risk and internal control and Remuneration.” In

addition, our Chairman’s Statement provides guidance as to how we interpret the revised codes

more flexible approach in giving clear reasons for any non-compliance within the provisions. The

rationale for this includes a “Company’s particular circumstances based on a range of factors,

including the size, complexity, history and ownership structure.”

In S&U’s case this has always meant an identity of interest between major shareholders and the

executive management of the Company. The requirement of the Code of Principles for Board’s to

“promote the long-term sustainability or success of the Company, generating value for shareholders

and contributing to wider society” is sustained by this and by our consistent mantra of “steady,

sustainable growth.” Our mission statement is published on the inside front cover. Family investment

and management has over nearly 90 years been reflected in ambition for growth and for new

markets buttressed by a conservative approach to risk, to treasury activities and to return on capital

employed. The same culture is seen in “work force engagements” through employment stability,

good communications and a streamlined, non-bureaucratic, management structure, as a staple of

S&U well before the Governance Code even existed.

This has inevitably meant some departure from the detailed Provisions of the Code which primarily

focusses on larger companies, a more formal approach to employee relations, a shorter history to

establish a proven responsible culture, and a divorce between equity and management. We have

carefully explained the reasons for any departures and will hopefully, as the revised code requires,

now see these considered by investors and their representatives “thoughtfully” and not evaluated in

“a mechanistic way”.

Leadership

During the year the Company was controlled through the Board of Directors which at

6 February 2026 comprised four executive and four non-executive directors. The Chairman is

responsible for the running of the Board. He has to ensure that all directors receive sufficient relevant

information on financial, business and corporate issues prior to meetings. He is also responsible for

co-ordinating the Company’s business and implementing Group strategy.

The Chairman and Deputy Chairman are jointly responsible for acquisitions outside the traditional

business, the development of the business into new areas, and relations with the investing

community, public and media.

Under Provision 9 of the Code it is recommended that the Chairman should be independent on

appointment and should not have previously served as Chief Executive of the Company and under

Provision 19 of the Code it is recommended that the Chairman should not remain in post beyond

nine years from the date of their first appointment to the Board. Mr. Anthony Coombs was appointed

Chairman in 2008 as part of an established succession plan reflecting the Coombs family’s significant

holding in S&U, the identity of interest between management and shareholders and the consequent

success of the Company. As explained above this has been (and is perceived by the investing

community) as a significant strength in the responsible, long-term strategic approach to S&U’s

development.

Mr. Coombs now serves as Executive Chairman and his responsibilities as Managing Director have

been transferred to the Chief Executive of Advantage Finance and the Chief Executive of Aspen

Bridging.

Under Provision 11 of the Code it is recommended that at least half the board excluding the chair

should be non-executive directors whom the Board considers to be independent. The Board

considers there are currently 3 independent non-executive directors (Tarek Khlat, Graham Pedersen

and Jeremy Maxwell) of the 7 directors excluding the chair so this is a departure from the Code

and that composition of the Board is kept under review. Under Provision 24 of the code the audit

committee should consist of independent non-executive directors and the S&U audit committee

currently consists of 3 independent non-executive directors plus another non-independent non-

executive director so this is a departure from the Code. Under Provision 21 of the Code there should

be a formal Board performance review, its committees, the chair and individual directors – this

performance review is currently informal which the Board considers to be appropriate and more cost

effective. Under Provision 38 of the code, the pension contribution rates for executive directors, or

payments in lieu, should be aligned with those available to the workforce. As listed in the directors’

remuneration report there are a range of pension contribution rates for executive directors some of

which are above those available to the workforce but these rates reflect benchmarked market norms

for those executive directors.

S&U Plc Annual Report and Accounts 202638

B3.2 Corporate Governance

The Board has a formal schedule of matters reserved to it and meets at least four times a year with

monthly circulation of papers. It is responsible for overall Group strategy, acquisition and divestment

policy, approval of major capital expenditure projects and consideration of significant financing

matters. It monitors the exposure to key business risks and reviews the strategic direction of the

business. This includes its code of conduct, its annual budgets, its progress towards achievement of

those budgets and its capital expenditure programmes. The Board also considers environmental and

employee issues and key appointments. It also ensures that all directors receive appropriate training

on appointment and then subsequently as appropriate. The Board has established a Nomination

Committee, an Audit Committee and a Remuneration Committee. Each Committee operates within

defined terms of reference. Advantage Finance and Aspen Bridging are each managed by a separate

board of directors. The minutes of the standing Committees will be circulated to and reviewed by the

Board of Directors. Terms of reference for the Committees are available from S&U plc head office and

on our website www.suplc.co.uk.

Graham Pedersen was appointed to the Board in February 2015 and brings a wealth of experience

to the S&U Board both as a regulator and a banker. He has therefore served as a non-executive

director on the Board for over nine years. Notwithstanding this length of service, the Board considers

him to be independent due to his robust judgement and character and the invaluable balance and

experience he has brought to the Board's deliberations. Tarek Khlat, a Banker, FCA Approved Person

and Wealth Manager of great experience was appointed to the Board in March 2016. He has also

therefore served as a non-executive director on the Board for over nine years. Notwithstanding

this length of service, the Board considers him to be independent due to his robust judgement and

character and the invaluable balance and experience he has brought to the Board's deliberations.

In January 2022, Jeremy Maxwell was appointed to the Board and brings broad expertise in digital

innovation, marketing, commercial development and customer experience from over 25 years in the

retail and B2B distribution industries. In February 2024, Graham Wheeler was appointed as a non-

executive of the Board following his retirement as CEO of Advantage Finance. In his non-executive

capacity Graham continues to bring the benefit of over 40 years of experience in the motor and

finance sectors to the S&U Board.

The Nomination Committee, chaired by Jeremy Maxwell, comprises the four non-executive directors

and Anthony Coombs, Group Chairman. The Audit Committee is made up of the four non-executive

directors and is chaired by Graham Pedersen. The Remuneration Committee comprises Tarek Khlat,

Graham Pedersen and Jeremy Maxwell and is chaired by Tarek Khlat.

Board Effectiveness and the

work of the Nomination Committee

Our executive directors are appraised annually by the Chairman, the Deputy Chairman and the

independent non-executives. The Chairman and the Deputy Chairman are appraised annually by the

independent non-executives. The results of these appraisals are considered by the Remuneration

Committee for the determination of their remuneration recommendations. During the year there

was no external performance review of the Board but the performance of the Board and each of the

Board Committees was reviewed by the Board with regard to the performance and achievements

during the year. The performance of the Board and all three committees was self-assessed by the

Board to be effective.

Our non-executive directors receive full updates on Company progress and relevant issues and bring

their experience and sound judgement to bear on matters arising. The Chairman considers the

effectiveness of each non-executive director annually.

Directors have both the time and experience to fulfil their responsibilities and none sit on other PLC

boards. The Nomination Committee advises the Board on refreshment and succession planning,

whilst independent recruitment consultants are used for important executive roles.

Shortly after the year end the Nomination Committee appointed

• Karl Werner, CEO of Advantage Finance, to the S&U Board. Karl has steered the company through

a tempestuous time emerging stronger, more focussed and energised than before.

• Chris Freckelton, CFO, to the S&U Board. Chris has proved a success as Chief Financial Officer and

becomes Group Finance Director.

The Nomination Committee will continue to monitor the availability of relevant skills and experience

alongside its corporate governance responsibilities, in its further succession planning and when

considering any future appointments to the Board. Whilst the Board notes the Code’s focus on

diversity, both Board and executive appointments are made purely on the basis of ability and

temperament, irrespective of race, gender or sexual orientation.

Messrs Anthony Coombs, Graham Coombs, Ed Ahrens, Jack Coombs, Graham Pedersen, Tarek Khlat,

Jeremy Maxwell and Graham Wheeler being eligible offer themselves for re-election at the next

Annual General Meeting. Tarek Khlat, Graham Pedersen, Graham Wheeler and Jeremy Maxwell are

non-executive directors and the Chairman has determined their performance to be both effective

and committed.

The Senior Independent Director Tarek Khlat provides a sounding Board and objective support for

the Chairman and serves as an intermediary for the other directors when necessary.

The Company Secretary Manjeet Bhogal is available to provide advice and services to all Board

members and is responsible for ensuring Board procedures are followed. All directors are also able to

take independent advice in furtherance of their duties if necessary.

The Accounts Other Information

Stock Code: SUS ― www.suplc.co.uk 39

Strategic Report Corporate Governance

Accountability

Financial Reporting

Reviews of the performance and financial position of the Group are included in the Chairman’s

Report. The Board uses this, together with the Strategic Report within pages 7 to 10, to present a

balanced and understandable assessment of the Company's position and prospects. The Directors'

responsibilities in respect of the financial statements are described on page 45 and those of the

auditor on page 50.

Internal Control

The Board acknowledges that it is responsible for the Group’s system of internal control and for

reviewing its effectiveness. Such a system is designed to manage rather than eliminate the risk of

failure to achieve business objectives and can only provide reasonable and not absolute assurance

against material misstatement or loss.

The Group’s internal control systems are reviewed regularly by management and by our independent

internal auditors RSM with the aim of continuous improvement. Whilst the Board acknowledges

its overall responsibility for internal control, it believes strongly that senior management within the

Group’s operating businesses should also contribute in a substantial way and this has been built into

the process. The Audit Committee oversees the monitoring of the adequacy of the Group's internal

controls and whistleblowing procedures.

There is an ongoing process for identifying, evaluating and managing the significant risks faced

by the Group. The process has been in place for the period under review and up to the date of

approval of the report and financial statements. The process is regularly reviewed by the Board

including a review during the reporting period and accords with the guidance in the UK Corporate

Governance Code.

The Board intends to keep its risk control procedures under constant review, particularly as regards

the need to embed and maintain internal control and risk management procedures further into the

operations of the business and to deal with areas of improvement which come to management’s and

the Board’s attention.

As might be expected in a Group of this size, a key control procedure is the day-to-day supervision of

the business by the executive directors, supported by the managers with responsibility for operating

units and the central support functions of finance, information systems and human resources.

The executive directors are involved in the budget setting process, constantly monitor key statistics

and review management accounts monthly, noting and investigating major variances. All significant

capital expenditure decisions are approved by the Board as a whole.

The executive directors receive reports setting out key performance and risk indicators and

consider possible control issues brought to their attention by early warning mechanisms, which are

embedded within the operational units and reinforced by risk awareness training. The executive

directors also receive regular reports from the credit control and health and safety functions, which

include recommendations for improvement. The Audit Committee’s role in this area is confined to a

high-level review of the arrangements.

Relationship with Auditor

The Audit Committee has specific terms of reference which deal with its authority and duties. It

meets at least twice a year with the external auditor attending by invitation and RSM as a regular

attendee in order that the Committee can review the external and internal audit process and results.

The Committee overviews the monitoring of the adequacy of the Group's internal controls and

whistleblowing procedures, accounting policies and financial reporting and provides a forum through

which the Group's external auditor reports to the non-executive directors. The Committee assists

the Board in discharging its duties to ensure the financial statements meet legal requirements and

also reviews the independence of the external auditor. This is assessed through examination of the

nature and value of non-audit services performed during the year. The value of non-audit services

is disclosed on page 37 and all non-audit service requirements are considered by the Group before

an appointment is made. The non-audit services provided were ISRE 2410 for the half year review of

interim results and ISAE 3000 limited assurance for the ESG KPI compliance verification.

Equality and Diversity

The Group is committed to ensuring that existing members of staff, job applicants, or workers are

treated fairly in an environment which is free from any form of discrimination. The Group will always

wish to ensure appointments reflect the best skills available for the role. As at 5 February 2026

14 women held 34% of senior management positions and women held 62% of other employee

positions and during the period no female directors served on the Board. As at 5 February 2026 27

men held 66% of senior management positions and men held 38% of other employee positions and

during the year nine male directors served on the Board. As at 5 February 2026 the Company had

12 employees of which two are women and ten are men including six S&U plc Directors, in total all

eight of the S&U plc board of directors are men of which one is from a minority ethnic background.

Data for these metrics has been collected from information provided by employees or held as part of

company records.

The Board therefore confirms in accordance with UK listing rule 6.6.6R (9) that as at 5 February 2026

it had not met the targets for listed companies of at least 40% of the individuals on the board

of directors being women and at least one of the senior board positions being a woman, due

principally to other candidates having more particular skills and experience for the handful of recent

appointments made. Whilst we believe appointments will continue to be made on relevant ability

and experience, we would like to make better progress towards these targets and welcome more

women to the Board. The Board confirms that it has met the target that at least one individual on its

board of directors is from a minority ethnic background.

S&U Plc Annual Report and Accounts 202640

B3.2 Corporate Governance

CONTINUED

The tables required under Listing Rule 6.6.6R (10) as at 5 February 2026 are set out below:

Table of reporting on gender identity or sex

Number of

board members

% of

board

Number of

senior positions

on board

Number in

executive

management

% of executive

management

% of all

employees

Men 8 100% 3 19 58% 43%

Women 0 0% 0 14 42% 57%

Not specified or prefer not to say 0 0% 0 0 0% 0%

Table of reporting on ethnic background

White British or other white 7 88% 2 32 97%

Mixed/Multiple ethnic groups 0 0% 0 0 0%

Asian/Asian British 0 0% 0 1 3%

Black/African/Caribbean/Black British 0 0% 0 0 0%

Other ethnic group including Arab 1 12% 1 0 0%

Not specified or prefer not to say 0 0% 0 0 0%

Board and Committee attendance

The attendance of individual directors at the regular meetings of the Board and its Committees during the period ended 5 February 2026 is shown in the table below:

Meeting attendance Board Nomination Remuneration Audit

Number of meetings 5 1 1 3

AMV Coombs 5 1 n/a n/a

GDC Coombs 5 n/a n/a n/a

G Pedersen 5 1 1 3

T Khlat 5 1 1 3

JP Maxwell 5 1 1 3

J EC Coombs 5 n/a n/a n/a

EH Ahrens 5 n/a n/a n/a

TG Wheeler 5 0 n/a 3

CH Redford 2* n/a n/a n/a

* Chris Redford resigned as Group Finance Director on 18 June 2025 following his planned retirement

Remuneration

The Remuneration Committee has specific terms of reference which deal with its authority and duties and these, together with details of how the Company has complied with the Remuneration provisions of

the UK Corporate Governance Code, including malus and clawback provisions, are detailed in the Directors Remuneration Report on page 24.

The Accounts Other Information

Stock Code: SUS ― www.suplc.co.uk 41

Strategic Report Corporate Governance

Relations with Stakeholders

The Company continues to communicate with both institutional and private investors and responds

quickly to all queries received verbally or in writing. All shareholders have at least twenty working

days’ notice of the Annual General Meeting at which all directors are introduced and are available for

questions.

The Board is aware of the importance of maintaining close relations with investors and analysts

for the Group’s market rating. Positive steps have been taken in recent years to enhance these

relationships. Twice yearly road shows are conducted by the Chairman and senior directors when the

performance and future strategy of the company is discussed with larger shareholders. Queries from

all shareholders are dealt with personally by the Chairman.

Members of the Board including the Chairman meet frequently with shareholders and conduct

regular roadshows throughout the UK to present to current and future investors. Shareholder and

Investor relations are managed in tandem with our joint Stockbrokers Peel Hunt and Berenberg who

issue regular reports on these activities.

Mutual commitment and loyalty between the Company and its employees has under-pinned S&U’s

87-year history. Both its size, with currently over 210 employees in Grimsby and over 40 in Solihull

and its family ethos ensure that the “employee voice” is heard and heeded. Regular appraisals and

feedback meetings are held and internal promotion is encouraged. As a result, staff retention rates

are very high. Whistle-blower policies are in place at Advantage.

The size, history and culture of the company encourage participation of all directors and senior

management and employee relations and make designated board members or workforce

committees unnecessary.

Although, the S&U Group does not have a formal mechanism of staff engagement with the Board,

staff in the major operating subsidiary, Advantage Finance, do actively participate in regular

“cascade” meetings where business developments and resourcing are discussed. It is felt that such

practices do allow proper workforce engagement to take place without the specific need to create a

formal “Staff Consultative” committee structure.

B3.3 Compliance Statement

Throughout the period ended 5 February 2026 the company has discharged and met its

responsibilities under the Principles and Provisions of the 2024 UK Corporate Governance Code and

under the guidance attached to it. Where it has not followed provisions 9,11,19,21,24 and 38 of the

code, “a clear rationale for the action” is also set out above.

Jeremy Maxwell

Chairman of the Nomination Committee

20 April 2026

S&U Plc Annual Report and Accounts 202642

B3.2 Corporate Governance

CONTINUED

The directors present their Annual Report and the audited financial statements for the period ended 5 February 2026

and for the period up to the date of signing these accounts on 20 April 2026.

The names of all of the directors who served during the year and up to the date of signing the

accounts are shown in the directors’ biographies on page 22. All the current directors served for the

full period to 5 February 2026 with the exception of Karl Werner who was appointed to the Board on

9 February 2026 and Chris Freckelton who was appointed to the Board on 20 April 2026.

No political donations were made during the year (2025: £nil).

Dividends

Dividends of £12,748,000 (2025: £13,963,000) were paid during the year.

After the year end a second interim dividend for the financial year of £4,253,000 being 35.0p per

ordinary share (2025: 30.0p) was paid to shareholders on 6 March 2026.

The directors now recommend a final dividend, subject to shareholders approval of 45.0p per share

(2025: 40.0p). This, together with the interim dividends totalling 70.0p per share (2025: 60.0p)

already paid, makes a total dividend for the year of 115.0p per share (2025: 100.0p).

Substantial shareholdings

At 10 April 2026, the Company had been notified of the following interests of 3% or more in its

issued ordinary share capital (excluding those of the directors disclosed on page 34 of the Directors’

Remuneration Report above): -

Shareholder

No of

ordinary

% of Ordinary

share capital

Jennifer Coombs 461,885 3.8%

Wiseheights Limited 2,420,000 19.9%

Capital structure

Details of the issued share capital, together with details of the movements in the Company’s issued

shared capital during the year are shown in note 23. The Company has one class of ordinary shares

which carry no right to fixed income. Each ordinary share carries the right to one vote at general

meetings of the Company. The cumulative preference shares carry 6% interest but do not carry

voting rights.

There are no specific restrictions on the size of a holding nor on the transfer of shares, which are

both governed by the general provisions of the Articles of Association and prevailing legislation. The

directors are not aware of any agreements between holders of the Company’s shares that may result

in restrictions on the transfer of securities or on voting rights.

Changes in accounting policies

There were no significant changes in accounting policies this year.

Auditor

Each of the persons who is a director at the date of approval of the annual report confirms that; so

far as each director is aware, there is no relevant audit information of which the Company’s auditor

is unaware; each director has taken all the steps that he ought to have taken as a director in order to

make himself aware of any relevant audit information and to establish that the Company’s auditor is

aware of that information. This confirmation is given and should be interpreted in accordance with

the provisions of section 418 of the Companies Act 2006.

Forvis Mazars LLP have expressed their willingness to continue in office as auditor and a resolution to

reappoint them will be proposed at the forthcoming Annual General Meeting.

Post balance sheet events

On 30 March 2026 the FCA published its final scheme rules regarding motor finance commissions.

This is an adjusting post balance sheet event and is disclosed in further detail in note 1.13, there are

no other post balance sheet events.

Directors

Under article 154 of the Company’s articles of association, the Company has qualifying third party

indemnity provisions for the benefit of its directors and those of subsidiary company directors

which remain in force at the date of this report. The two matters to report under the disclosure

requirements of the Large and Medium-sized Companies and Groups (Report and Accounts)

Regulations 2008, are that;

1. The Board may appoint a director during the year and until the dissolution of the next AGM as

long as the maximum number of 15 directors is not exceeded.

2. The Board have the power to issue and allot up to 10% of the ordinary share capital of the

company and to buy back up to 3,598,506 31.5% preference shares and up to 200,000 6%

preference shares of the company.

The matter required to report under listing rule 9.8.4R is as follows:

1. The Company has a long-term incentive scheme (LTIP 2021) with awards of shadow share

options which can only be cash settled. Details of awards under this scheme to directors are

shown in section B2.2.

The Accounts Other Information

Stock Code: SUS ― www.suplc.co.uk 43

Strategic Report Corporate Governance

B4 Directors’ Report

Information presented in other sections

Certain information required to be included in the Director’s report can be found in other sections of

the Annual Report and Accounts as described below. All the information presented in these sections

is incorporated by reference into this Director’s report and is deemed to form part of this report.

• Information surrounding future developments is given in the Strategic Report and Chairman’s

Statement.

• Information surrounding engagement with customers, employees, business partners and others

is given in the Strategic Report and S172 Statement.

• Disclosures concerning greenhouse gas emissions are given in Section A4.4 in the Strategic Report.

• Information about the Group’s use of financial instruments is given in the note 25.

The Board confirms that the Annual Report and accounts, taken as a whole, is fair, balanced and

understandable and provides the information necessary for shareholders to assess the Group’s

performance, business model and strategy.

Approved by the Board of Directors and signed on behalf of the Board

Manjeet Bhogal

Company Secretary

20 April 2026

S&U Plc Annual Report and Accounts 202644

B4 Directors’ Report

CONTINUED

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law

and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under

that law the directors are required to prepare the parent company (the “company”) and Group

financial statements in accordance with UK-adopted international accounting standards. Under

company law the directors must not approve the accounts unless they are satisfied that they give a

true and fair view of the state of affairs of the company and of the profit or loss of the company and

the Group for that period. In preparing these financial statements, the directors are required to:

• properly select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK-adopted international accounting standards have been followed,

subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume

that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show

and explain the company’s and group’s transactions and disclose with reasonable accuracy at any

time the financial position of the company and group and enable them to ensure that the financial

statements comply with the Companies Act 2006. They are also responsible for safeguarding the

assets of the company and group and hence for taking reasonable steps for the prevention and

detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial

information included on the company’s website. Legislation in the United Kingdom governing

the preparation and dissemination of financial statements may differ from legislation in other

jurisdictions.

Responsibility statement

We confirm that to the best of our knowledge:

• the financial statements, prepared in accordance with UK-adopted international accounting

standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of

the company and the undertakings included in the consolidation taken as a whole;

• the strategic report includes a fair review of the development and performance of the business

and the position of the company and the undertakings included in the consolidation taken as a

whole, together with a description of the principal risks and uncertainties that they face; and

• the annual report and financial statements, taken as a whole, are fair, balanced and

understandable and provide the information necessary for shareholders to assess the company’s

performance, business model and strategy.

By order of the Board

Anthony Coombs

Chairman

20 April 2026

Chris Freckleton

Group Finance Director

20 April 2026

The Accounts Other Information

Stock Code: SUS ― www.suplc.co.uk 45

Strategic Report Corporate Governance

B5 Directors’ Responsibilities Statement

Opinion

We have audited the financial statements of S&U plc (the ‘parent company’) and its subsidiaries (the

‘group’) for the period ended 5 February 2026 which comprise the group income statement and

statement of comprehensive income, the balance sheet, the statement of changes in equity, cash

flow statement and notes to the accounts, including material accounting policy information.

The financial reporting framework that has been applied in their preparation is applicable law

and UK-adopted international accounting standards and, as regards the parent company financial

statements, as applied in accordance with the provisions of the Companies Act 2006.

In our opinion, the financial statements:

• give a true and fair view of the state of the group’s and of the parent company’s affairs as at

5 February 2026 and of the group’s profit for the period then ended;

• have been properly prepared in accordance with UK-adopted international accounting standards

and, as regards the parent company financial statements, as applied in accordance with the

provisions of the Companies Act 2006; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and

applicable law. Our responsibilities under those standards are further described in the “Auditor’s

responsibilities for the audit of the financial statements” section of our report. We are independent

of the group and the parent company in accordance with the ethical requirements that are relevant

to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied

to listed entities and public interest entities, and we have fulfilled our other ethical responsibilities

in accordance with these requirements. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern

basis of accounting in the preparation of the financial statements is appropriate.

Our audit procedures to evaluate the directors’ assessment of the group’s and the parent company's

ability to continue to adopt the going concern basis of accounting included but were not limited to:

• Undertaking an initial assessment at the planning stage of the audit to identify events or

conditions that may cast significant doubt on the group’s and the parent company’s ability to

continue as a going concern;

• Obtaining an understanding of the relevant controls relating to the directors’ going concern

assessment;

• Making enquiries of the directors to understand the period of assessment considered by them,

the assumptions they considered and the implication of those when assessing the group’s and

the parent company’s future financial performance;

• Challenging the appropriateness of the directors’ key assumptions in their cash flow forecasts.

This involved reviewing supporting and contradictory evidence in relation to these key

assumptions and assessing the viability of mitigating actions within the directors’ control;

• Assessing the historical accuracy of forecasts prepared by the directors;

• Reviewing regulatory correspondence, minutes of meetings of the Audit Committee and the

Board of Directors, and post balance sheet events to identify events of conditions that may

impact the group’s and the parent company’s ability to continue as a going concern;

• Considering the consistency of the directors’ forecasts with other areas of the financial

statements and our audit; and

• Evaluating the appropriateness of the directors’ disclosures in the financial statements on going

concern.

Based on the work we have performed, we have not identified any material uncertainties relating to

events or conditions that, individually or collectively, may cast significant doubt on the group’s and

the parent company’s ability to continue as a going concern for a period of at least twelve months

from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are

described in the relevant sections of this report.

In relation to S&U plc’s reporting on how it has applied the UK Corporate Governance Code, we have

nothing material to add or draw attention to in relation to the directors’ statement in the financial

statements about whether the director’s considered it appropriate to adopt the going concern basis

of accounting.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current period and include the most significant assessed

risks of material misstatement (whether or not due to fraud) we identified, including those which

had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and

directing the efforts of the engagement team. These matters were addressed in the context of our

audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

We summarise below the key audit matters in forming our opinion above, together with an overview

of the principal audit procedures performed to address that matter and our key observations arising

from those procedures.

This matter, together with our findings, was communicated to those charged with governance

through our Audit Completion Report.

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C1 Independent Auditor’s Report to the Members of S&U Plc

Key Audit Matter How our scope addressed this matter

Measurement of loan impairments on loans and advances to

customers – 2026: £107.3m (31 January 2025: £118.2m).

Refer to note 1.5 for the accounting policy, note 1.13 for details of

the key sources of estimation uncertainty and note 17 for relevant

disclosures.

The estimation of expected credit losses (ECL) on loans and

advances to customers is complex and inherently judgemental.

The risk is concentrated on the following areas:

• Complexity of model estimations and subjectivity of

assumptions used in determining the probabilities of default

(PD) and the loss given default (LGD)

• Significant increase in credit risk (SICR) – the qualitative and

quantitative criteria are a key area of judgement within the

ECL calculation since these criteria determine whether a 12

month or a lifetime provision is recognised

• The economic scenarios used to measure the ECL. The current

economic environment characterised by high interest rate and

greater volatility in used vehicle prices results in significant

management judgement applied to determine the forward-

looking variables used and their associated probability

weighting.

The risks and balances mentioned above relate to Advantage

Finance Limited, a group subsidiary involved in vehicle financing.

Overall, the range of reasonable outcome could be material to the

financial statements as a whole.

Our audit procedures included, but were not limited to the following:

We performed end to end walkthroughs to identify the key systems, applications and controls used in the ECL processes and assessed

the design and implementation of the key controls related to these processes.

With the support of our in-house credit modelling Quantitative solutions specialists, we:

• Assessed the compliance of the company impairment methodologies with IFRS 9 requirements

• Assessed the appropriateness and reasonableness of the key assumptions applied by management including PD, LGD and SICR

criteria;

• Developed an independently built model to evaluate whether management’s ECL methodology complies with IFRS 9 and to assess

the reasonableness of the ECL model calibration, including management-determined probabilities of default (PDs); and

• Independently recalculated the ECL for all stage 3 loans including taking into consideration the completeness and accuracy of the

key inputs, assumptions and the incorporation of forward-looking information;

Other key aspects of our substantive testing procedures included:

• Involving our in-house economist expert to review the forward looking macro-economic variables, probability weightings and

scenarios used in the model;

• Performing testing over a sample of key inputs to the ECL such as arrears band and outstanding exposures;

• Assessing the integrity of data used in the calibration of the PD and LGD;

• Re-computing the provision for credit losses to ensure mathematical accuracy;

• Testing the appropriateness of the loan staging on a sample basis;

• Performing a stand back assessment of the resulting ECL estimates to assess their reasonableness; and

• Evaluating whether the disclosures appropriately reflect and address the uncertainty which exists when determining the expected

credit losses.

Our observations

Based on the audit procedures performed, we found the resulting estimate of the loan impairment provision as of 5 February 2026 and

the approach taken in respect of ECL are consistent with the requirements of IFRS 9 and that the judgements made were reasonable.

The Accounts Other Information

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Strategic Report Corporate Governance

Our application of materiality and

an overview of the scope of our audit

The scope of our audit was influenced by our application of materiality. We set certain quantitative

thresholds for materiality. These, together with qualitative considerations, helped us to determine

the scope of our audit and the nature, timing and extent of our audit procedures on the individual

financial statement line items and disclosures and in evaluating the effect of misstatements, both

individually and on the financial statements as a whole. Based on our professional judgement, we

determined materiality for the financial statements as a whole as follows:

Group materiality

Overall materiality £1.6m (31 January 2025: £1.2m)

How we determined it 5% of profit before tax (PBT) (31 January 2025: 5% of PBT)

Rationale for

benchmark applied

We determined PBT to be the most appropriate benchmark to assess the

performance of this profit-focused group.

Performance

materiality

Performance materiality is set to reduce to an appropriately low level

the probability that the aggregate of uncorrected and undetected

misstatements in the financial statements exceeds materiality for the

financial statements as a whole.

We set performance materiality at £1.04m (31 January 2025: £0.78m),

which represents 65% (31 January 2025: 65%) of overall materiality.

In determining the performance materiality, we considered a number of

factors, including the effectiveness of internal controls and the history of

misstatement, and concluded that an amount toward the upper end of

our normal range was appropriate.

Reporting threshold We agreed with the Audit Committee that we would report to

them misstatements identified during our audit above £48,000

(31 January 2025: £40,000) as well as misstatements below that amount

that, in our view, warranted reporting for qualitative reasons.

Parent company materiality

Overall materiality £0.7m (31 January 2025: £0.7m)

How we determined it 1% net assets (31 January 2025: 1% net assets)

Rationale for

benchmark applied

Net assets are used as the basis for materiality because the parent

company is primarily a holding company for the trading components of

the group, as such we consider net assets to reflect its holding activities.

Performance

materiality

Performance materiality is set to reduce to an appropriately low level

the probability that the aggregate of uncorrected and undetected

misstatements in the financial statements exceeds materiality for the

financial statements as a whole.

We set performance materiality at £0.5m (31 January 2025: £0.5m),

which represents 65% (31 January 2025: 65%) of overall materiality.

In determining the performance materiality, we considered a number of

factors, including the effectiveness of internal controls and the history of

misstatement, and concluded that an amount toward the upper end of

our normal range was appropriate.

Reporting threshold We agreed with the Audit Committee that we would report to

them misstatements identified during our audit above £21,000

(31 January 2025: £21,000) as well as misstatements below that amount

that, in our view, warranted reporting for qualitative reasons.

As part of designing our audit, we assessed the risk of material misstatement in the financial

statements, whether due to fraud or error, and then designed and performed audit procedures

responsive to those risks. In particular, we looked at where the directors made subjective

judgements, such as assumptions on significant accounting estimates.

We tailored the scope of our audit to ensure that we performed sufficient work to be able to give

an opinion on the financial statements as a whole. We used the outputs of our risk assessment,

our understanding of the group and the parent company, their environment, controls, and critical

business processes, to consider qualitative factors to ensure that we obtained sufficient coverage

across all financial statement line items.

Our group audit scope included an audit of the group and the parent company financial statements.

Based on our risk assessment, all components of the group, including the parent company, were subject

to full scope audit. This provided 100% coverage of group revenue, PBT, total assets and net assets.

All audit procedures across all entities were performed by the group engagement team. At the

parent company level, the group audit team also tested the consolidation process and carried out

analytical procedures to confirm our conclusion that there were no significant risks of material

misstatement of the aggregated financial information.

Other information

The other information comprises the information included in the Report and Financial Statements

other than the financial statements and our auditor’s report thereon. The directors are responsible

for the other information. Our opinion on the financial statements does not cover the other

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CONTINUED

information and, except to the extent otherwise explicitly stated in our report, we do not express any

form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other

information is materially inconsistent with the financial statements, or our knowledge obtained in

the course of audit or otherwise appears to be materially misstated. If we identify such material

inconsistencies or apparent material misstatements, we are required to determine whether this gives

rise to a material misstatement in the financial statements themselves. If, based on the work we

have performed, we conclude that there is a material misstatement of this other information, we are

required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed

by the Companies Act 2006

In our opinion, the part of the directors’ remuneration report to be audited has been properly

prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the strategic report and the directors’ report for the financial year for

which the financial statements are prepared is consistent with the financial statements and those

reports have been prepared in accordance with applicable legal requirements;

• the information about internal control and risk management systems in relation to financial

reporting processes and about share capital structures, given in compliance with rules 7.2.5

and 7.2.6 in the Disclosure Guidance and Transparency Rules sourcebook made by the Financial

Conduct Authority (the FCA Rules), is consistent with the financial statements and has been

prepared in accordance with applicable legal requirements; and

• information about the parent company’s corporate governance code and practices and about its

administrative, management and supervisory bodies and their committees complies with rules

7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.

Matters on which we are required to report by exception

In light of the knowledge and understanding of the group and the parent company and their

environment obtained in the course of the audit, we have not identified material misstatements in the:

• strategic report or the directors’ report; or

• information about internal control and risk management systems in relation to financial

reporting processes and about share capital structures, given in compliance with rules 7.2.5 and

7.2.6 of the FCA Rules.

We have nothing to report in respect of the following matters in relation to which the Companies Act

2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate

for our audit have not been received from branches not visited by us; or

• the parent company financial statements and the part of the directors’ remuneration report to

be audited are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit; or

• a corporate governance statement has not been prepared by the parent company.

Corporate governance statement

The Listing Rules require us to review the directors’ statement in relation to going concern, longer-

term viability and that part of the Corporate Governance Statement relating to S&U plc’s compliance

with the provisions of the UK Corporate Governance Statement specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following

elements of the Corporate Governance Statement is materially consistent with the financial

statements or our knowledge obtained during the audit:

• Directors’ statement with regards the appropriateness of adopting the going concern basis of

accounting and any material uncertainties identified, set out on page 11;

• Directors’ explanation as to its assessment of the entity’s prospects, the period this assessment

covers and why the period is appropriate, set out on page 11;

• Director’s statement on whether it has a reasonable expectation that the group will be able to

continue in operation and meets its liabilities, set out on page 11;

• Directors’ statement on fair, balanced and understandable, set out on page 44;

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal

risks, set out on page 11;

• The section of the annual report that describes the review of effectiveness of risk management

and internal control systems, set out on pages 10; and;

• The section describing the work of the audit committee, set out on page 36.

Responsibilities of Directors

As explained more fully in the directors’ responsibilities statement set out on page 45, the directors

are responsible for the preparation of the financial statements and for being satisfied that they give a

true and fair view, and for such internal control as the directors determine is necessary to enable the

preparation of financial statements that are free from material misstatement, whether due to fraud

or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the

parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to

going concern and using the going concern basis of accounting unless the directors either intend to

liquidate the group or the parent company or to cease operations, or have no realistic alternative but

to do so.

The Accounts Other Information

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Strategic Report Corporate Governance

Auditor’s responsibilities for the

audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high level of assurance but is not a

guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is

detailed below.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above, to detect material misstatements in

respect of irregularities, including fraud.

Based on our understanding of the group and the parent company and their industry, we considered

that non-compliance with the following laws and regulations might have a material effect on the

financial statements: breaches of the regulatory requirements of the Financial Conduct Authority

(‘FCA’) and the Listing Rules.

To help us identify instances of non-compliance with these laws and regulations, and in identifying

and assessing the risks of material misstatement in respect to non-compliance, our procedures

included, but were not limited to:

• Gaining an understanding of the legal and regulatory framework applicable to the group and

the parent company, the industry in which they operate, and the structure of the group, and

considering the risk of acts by the group and the parent company which were contrary to the

applicable laws and regulations, including fraud;

• Inquiring of the directors, management and, where appropriate, those charged with governance,

as to whether the group and the parent company is in compliance with laws and regulations, and

discussing their policies and procedures regarding compliance with laws and regulations;

• Inspecting correspondence with relevant licensing or regulatory authorities including the FCA;

• Reviewing minutes of directors’ meetings in the year; and

• Discussing amongst the engagement team the laws and regulations listed above, and remaining

alert to any indications of non-compliance.

We also considered those laws and regulations that have a direct effect on the preparation of the

financial statements, such as tax legislation, pension legislation and the Companies Act 2006.

In addition, we evaluated the directors’ and management’s incentives and opportunities for

fraudulent manipulation of the financial statements, including the risk of management override

of controls, and determined that the principal risks related to posting manual journal entries to

manipulate financial performance, management bias through judgements and assumptions in

significant accounting estimates, in particular in relation to those areas as described in our key audit

matter, lease income recognised using the effective interest rate (‘EIR’) method, and significant one-

off or unusual transactions.

Our procedures in relation to fraud included but were not limited to:

• Making enquiries of the directors and management on whether they had knowledge of any

actual, suspected or alleged fraud;

• Gaining an understanding of the internal controls established to mitigate risks related to fraud;

• Discussing amongst the engagement team the risks of fraud; and

• Addressing the risks of fraud through management override of controls by performing journal

entry testing;

The primary responsibility for the prevention and detection of irregularities, including fraud, rests

with both those charged with governance and management. As with any audit, there remained a

risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions,

misrepresentations or the override of internal controls.

The risks of material misstatement that had the greatest effect on our audit are discussed in the “Key

audit matters” section of this report.

A further description of our responsibilities is available on the Financial Reporting Council’s website

at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Other matters which we are required to address

Following the recommendation of the audit committee, we were appointed by the Audit Committee

on 4 August 2021 to audit the financial statements for the year ending 31 January 2022 and

subsequent financial periods. The period of total uninterrupted engagement is five years, covering

the years ended 31 January 2022 to 5 February 2026.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group

or the parent company and we remain independent of the group and the parent company in

conducting our audit.

Our audit opinion is consistent with our additional report to the audit committee.

Use of the audit report

This report is made solely to the company’s members as a body in accordance with Chapter 3 of Part

16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the

company’s members those matters we are required to state to them in an auditor’s report and for no

other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to

anyone other than the company and the company’s members as a body for our audit work, for this

report, or for the opinions we have formed.

Pauline Pélissier (Senior Statutory Auditor)

for and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor

30 Old Bailey, London, EC4M 7AU

20 April 2026

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CONTINUED

IN THIS SECTION

D1 The Accounts 52

D1.1 Group Income Statement

and Statement of

Comprehensive Income

D1.2 Balance Sheet 53

D1.3 Statement of Changes in Equity 54

D1.4 Cash Flow Statement 55

D2 Notes to the Accounts 56

OTHER INFORMATION

Financial Calendar 74

Officers and Professional Advisers 75

The

Accounts

Other Information

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Strategic Report Corporate Governance The Accounts

From continuing operations Note

5.2.26

£000

31.1.25

£000

Revenue 3 107,431 115,611

Cost of sales 4 (23,552) (16,384)

Impairment charge 5 (13,032) (35,571)

Gross profit 70,847 63,656

Administrative expenses 6 (24,683) (18,826)

Operating profit 8 46,164 44,830

Finance costs 9 (14,348) (18,118)

Profit before taxation before exceptional items 31,816 26,712

Exceptional item 11 – (2,736)

Profit before taxation 31,816 23,976

Taxation 12 (8,103) (6,063)

Profit for the year attributable to equity holders 23,713 17,913

Earnings per share

Basic 14 195.2p 147.4p

Diluted 14 195.2p 147.4p

Statement of Comprehensive Income

Note

Group

5.2.26

£000

Group

31.1.25

£000

Company

5.2.26

£000

Company

31.1.25

£000

Profit for the year attributable to equity holders 23,713 17,913 13,061 17,028

Actuarial loss on defined benefit pension scheme 30 (43) (33) (43) (33)

Total Comprehensive Income for the year 23,670 17,880 13,018 16,995

Items above will not be reclassified subsequently to the Income Statement.

S&U Plc Annual Report and Accounts 202652

D1 The Accounts

D1.1 Group Income Statement

For the period ended 5 February 2026

Note

Group

5.2.26

£000

Group

31.1.25

£000

Company

5.2.26

£000

Company

31.1.25

£000

ASSETS

Non-current assets

Property, plant and equipment 15 2,885 2,527 234 287

Investments 16 – – 1 1

Amounts receivable from customers 17 271,586 203,516 – –

Other receivables and prepayments 18 – – 241,500 197,500

Deferred tax assets 22 25 40 – 15

274,496 206,083 241,735 197,803

Current assets

Amounts receivable from customers 17 225,196 232,330 – –

Other receivables and prepayments 18 1,525 1,427 76,280 72,870

Cash and cash equivalents – 5,216 – 2,691

Current tax assets – – 40 –

226,721 238,973 76,320 75,561

Total assets 501,217 445,056 318,055 273,364

LIABILITIES

Current liabilities

Bank overdrafts and loans 19 (296) – (387) –

Trade and other payables 20 (4,832) (3,295) (688) (674)

Current tax liabilities (483) (1,695) – (127)

Lease liabilities (90) (109) (81) (76)

Provisions for liabilities and charges 21 (2,602) (2,272) – –

Accruals (1,871) (1,473) (574) (352)

(10,174) (8,844) (1,730) (1,229)

Non-current liabilities

Borrowings 19 (241,500) (197,500) (241,500) (197,500)

Lease liabilities (92) (183) (64) (144)

Financial liabilities 24 (450) (450) (450) (450)

(242,042) (198,133) (242,014) (198,094)

Total liabilities (252,216) (206,977) (243,744) (199,323)

NET ASSETS 249,001 238,079 74,311 74,041

Equity

Called up share capital 23 1,719 1,719 1,719 1,719

Share premium account 2,301 2,301 2,301 2,301

Profit and loss account 244,981 234,059 70,291 70,021

Total equity 249,001 238,079 74,311 74,041

The parent company’s profit for the financial year after taxation amounted to £13,061,000 (31.1.25: £17,028,000).

These financial statements were approved by the Board of Directors on 20 April 2026.

Signed on behalf of the Board of Directors

AMV Coombs

Chairman

Chris Freckleton

Group Finance Director

Other Information

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Strategic Report Corporate Governance The Accounts

D1.2 Balance Sheet

As at 5 February 2026 Company registration No: 0342025

Group Note

Called up

share capital

£000

premium

account

£000

Profit and

loss account

£000

Total equity

£000

At 1 February 2024 1,719 2,301 230,142 234,162

Profit for year – – 17,913 17,913

Other comprehensive income for year – – (33) (33)

Total comprehensive income for year – – 17,880 17,880

Dividends 13 – – (13,963) (13,963)

At 31 January 2025 1,719 2,301 234,059 238,079

Profit for year – – 23,713 23,713

Other comprehensive income for year – – (43) (43)

Total comprehensive income for year – – 23,670 23,670

Dividends 13 – – (12,748) (12,748)

At 5 February 2026 1,719 2,301 244,981 249,001

Company Note

Called up

share capital

£000

premium

account

£000

Profit and

loss account

£000

Total equity

£000

At 1 February 2024 1,719 2,301 66,989 71,009

Profit for year 10 – – 17,028 17,028

Other comprehensive income for year – – (33) (33)

Total comprehensive income for year – – 16,995 16,995

Dividends 13 – – (13,963) (13,963)

At 31 January 2025 1,719 2,301 70,021 74,041

Profit for year 10 – – 13,061 13,061

Other comprehensive income for year – – (43) (43)

Total comprehensive income for year – – 13,018 13,018

Dividends 13 – – (12,748) (12,748)

At 5 February 2026 1,719 2,301 70,291 74,311

S&U Plc Annual Report and Accounts 202654

D1.3 Statement of Changes in Equity

For the period ended 5 February 2026

Note

Group

5.2.26

£000

Group

31.1.25

£000

Company

5.2.26

£000

Company

31.1.25

£000

Net cash (used in)/generated by operating activities 26 (21,502) 64,991 (34,059) 42,784

Cash flows used in investing activities

Proceeds on disposal of property, plant and equipment 44 41 3 –

Purchases of property, plant and equipment 15 (883) (726) (47) (2)

Net cash used in investing activities (839) (685) (44) (2)

Cash flows generated by/(used in) financing activities

Dividends paid 13 (12,748) (13,963) (12,748) (13,963)

Finance cost paid (14,311) (18,118) (151) (141)

Receipt of new borrowings 105,500 70,000 105,500 70,000

Repayment of borrowings (61,500) (96,000) (61,500) (96,000)

Decease in lease liabilities (112) (129) (76) (72)

Net increase/(repayment) in overdraft 296 (881) 387 –

Net cash generated by/(used in) financing activities 17,125 (59,091) 31,412 (40,176)

Net (decrease)/increase in cash and cash equivalents (5,216) 5,215 (2,691) 2,606

Cash and cash equivalents at the beginning of year 5,216 1 2,691 85

Cash and cash equivalents at the end of year – 5,216 – 2,691

Cash and cash equivalents comprise

Cash and cash in bank – 5,216 – 2,691

There are no cash and cash equivalent balances which are not available for use by either the Group or the Company (31.1.25: £nil).

Other Information

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Strategic Report Corporate Governance The Accounts

D1.4 Cash Flow Statement

For the period ended 5 February 2026

1. Accounting policies

1.1 General Information

S&U plc is a Company incorporated in England and Wales under the Companies Act and is a public

company limited by shares. The address of the registered office is given on page 75 which is also the

Group’s principal business address. All operations are situated in the United Kingdom. S&U plc is

the parent and the ultimate parent company of the group. S&U plc is a listed holding company and

within the group the main operations are motor finance and property bridging finance.

1.2 Basis of preparation and consolidation

As a listed Group we are required to prepare our consolidated financial statements in accordance

with international accounting standards in conformity with the requirements of the Companies

Act 2006 and UK-adopted international accounting standards. We have also prepared our S&U plc

Company financial statements in conformity with the requirements of the Companies Act 2006 and

UK-adopted international accounting standards. Under S404 of the Companies Act 2006, the parent

company S&U plc has taken exemption from reporting its own income statement. These financial

statements have been prepared under the historical cost convention.

The same accounting policies, presentation and methods of computation are followed in the

financial statements as applied in the prior year, except for a change in reporting date and the

movement in borrowings in the cashflow statement.

Historically the Group’s subsidiary Advantage Finance has prepared accounts up to the 5th to

consider the successful recovery of missed payments from customers at month-end, afforded to

it under Section 390(3) of the Companies Act. Previously the Company and its subsidiary Aspen

Bridging reported to the 31st and no adjustments were made to align these dates across the

Group. For the current period the reporting date has been changed to the 5th February to capture

all transactions up until this date across the Group, no change has been made to the accounting

reference date. The prior period comparatives for the twelve-month period ended 31 January 2025

have not been adjusted because the amounts presented remain comparable.

In regards to the cashflow statement, following a reassessment of IAS 7 the movements are now

shown on a gross rather than net basis, where the receipts and repayments are shown as two

separate line items rather than combined. Additionally for the company-only cashflow statement

finance income received is now included within operating activities rather than financing activities.

Comparative figures for the prior periods have been represented to reflect these changes and they

have no impact on cash and cash equivalents or the Group’s financial position.

The consolidated financial statements incorporate the financial statements of the Company and all

its subsidiaries for the period ended 5 February 2026.

As discussed in sections A3 and A2.4 of the strategic report and having considered the Group’s

forecasts, capital and liquidity, the current economic climate and operational challenges the directors

have a reasonable expectation that the Group has adequate resources to continue in operational

existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in

preparing the annual report and accounts of at least 12 months from the date of the approval of the

financial statements, in line with the Group’s financial projections as approved in April 2026.

There are no new standards which have been adopted by the group this year which have a material

impact on the financial statements of the Group.

All companies within the Group are 100% owned and consolidated and the assets, liabilities, costs

and revenues are fully consolidated. All intercompany balances and transactions are eliminated on

consolidation.

At the date of authorisation of these financial statements the directors anticipate that the adoption

in future periods of any other Standards and interpretations which are in issue but not yet effective,

will have no material impact on the financial statements of the Group.

IFRS18 Presentation and Disclosure in Financial Statements will first mandatorily apply to S&U for

the year ended 5 February 2028 – at point of implementation there should be no material impact

on S&U as the changed reporting requirements under IFRS18 are presentational, although the full

impact of this upcoming standard is still being assessed ahead of the effective date.

1.3 Financial assets and financial liabilities accounting policy

When initially recognising a financial asset, it is classified into one of the following three categories

based on the group’s business model for managing that asset and the asset’s contractual cash flow

characteristics:

i. Amortised cost – a financial asset is measured at amortised cost if both of the following

conditions are met:

a. The asset is held within a business model whose objective is to hold assets in order to collect

contractual cash flows; and

b. The contractual terms of the financial asset give rise on specified dates to cash flows that are

payments of principal and interest on the principal amount outstanding.

ii. Fair value through other comprehensive income – financial assets are classified and measured

at fair value through other comprehensive income if they are held in a business model whose

objective is achieved by both collecting contractual cash flows and selling financial assets.

c. Fair value through profit or loss – any financial assets that are not held in one of the two business

models mentioned are measured at fair value through profit or loss.

The group has classified its financial assets and its financial liabilities as measured at amortised cost.

1.4 Revenue recognition

For motor finance, interest income is recognised in the income statement for all loans and

receivables measured at amortised cost using the constant periodic rate of return on the net

investment in the loans, which is akin to an effective interest rate (EIR) method. The EIR is the rate

that exactly discounts estimated future cash flows of the loan back to the present value of the

advance and hire purchase interest income is then recognised using the EIR. Acceptance fees charged

to customers and any direct transaction costs are included in the calculation of the EIR. Option fees

for arranging the transfer of ownership of the vehicle to customers at the end of the agreement

are recognised and credited to the income statement when the service has been provided. For hire

purchase agreements in Advantage Finance which are classified as credit impaired (i.e. stage 3 assets

under IFRS 9), the group recognises revenue ‘net’ of the impairment provision to align the accounting

treatment under IFRS 16 with the requirements of IFRS 9 and also with the treatment adopted for

S&U Plc Annual Report and Accounts 202656

D2 Notes to the Accounts

Period ended 5 February 2026

similar assets in Aspen. Revenue starts to be recognised from the date of completion of the loan –

after completion hire purchase customers have a 14-day cooling off period during which they can

cancel their loan.

For property bridging finance, interest income is recognised in the income statement for all loans

and receivables measured at amortised cost using the effective interest rate method (EIR) as per the

requirements in IFRS 9. The EIR is the rate that exactly discounts estimated future cash flows of the

loan back to the present value of the advance. Acceptance fees charged to customers and any direct

transaction costs are included in the calculation of the EIR. Commission received from third party

insurers for brokering the sale of title insurance products, for which the Company does not bear any

underlying insurance risk, are recognised and credited to the income statement when the brokerage

service has been provided. For loans which are classified as credit impaired (i.e. stage 3 assets under

IFRS 9), Aspen recognises revenue ‘net’ of the impairment provision as required by IFRS 9.

1.5 Impairment and measurement of amounts receivable

from customers

All customer receivables are initially recognised as the amount loaned to the customer plus direct

transaction costs. After initial recognition the amounts receivable from customers are subsequently

measured at amortised cost.

Amortised cost includes a deduction for loan loss impairment provisions for expected credit losses

(“ECL”) assessed by the directors in accordance with the requirements of IFRS9.

There are 3 classification stages under IFRS9 for the impairment of amounts receivable from

customers:

Stage 1: Not credit impaired and no significant increase in credit risk since initial recognition

Stage 2: Not credit impaired and a significant increase in credit risk since initial recognition

Stage 3: Credit impaired

The directors assess whether there is objective evidence that a loan asset or group of loan assets

is credit impaired and should be classified as stage 3. A loan asset or a group of loan assets is credit

impaired only if there is objective evidence of credit impairment as a result of one or more events

that occurred after the initial recognition of the loan. Objective evidence may include evidence that

a borrower or group of borrowers is experiencing financial difficulty or delinquency in repayments.

Impairment is then calculated by estimating the future cash flows for such impaired loans,

discounting the flows to a present value using the original EIR and comparing this figure with the

balance sheet carrying value. All such impairments are charged to the income statement. Under IFRS

9 for all stage 1 accounts which are not credit impaired, a further collective provision for expected

credit losses in the next 12 months is calculated and charged to the income statement.

Key assumptions in ascertaining whether a loan asset or group of loan assets is credit impaired include

information regarding the probability of any account going into default (PD) and information regarding

the likely eventual loss including recoveries (LGD). These assumptions and assumptions for estimating

future cash flows are based upon observed historical data and updated to reflect current and future

conditions. As required under IFRS9, all assumptions are reviewed regularly to take account of

differences between previously estimated cash flows on impaired debt and the eventual losses.

For all loans in stages 2 and 3 a provision equal to the lifetime expected credit loss is taken. In

addition, in accordance with the provisions of IFRS9 a collective provision for 12 months expected

credit losses (“ECL”) is recognised for the remainder of the loan book which is Stage 1. 12-month ECL

is the portion of lifetime ECL that results from default events on a financial asset that are possible

within 12 months after the reporting date.

In our Motor Finance business, all loans 1 month or more in contractual arrears are deemed credit

impaired and are therefore included in IFRS9 stage 3. This results in more of our net receivables being

in stage 3 and the associated stage 3 loan loss provisions being higher than if we adopted a more

prime customer receivables approach of 3 months or more in arrears. Our approach of 1 month or

more in contractual arrears is based on our historical observation of subsequent loan performance

after our customers fall 1 month or more in contractual arrears within our non-prime motor finance

customer receivables book. The expected credit loss (“ECL”) is the probability weighted estimate of

credit losses.

A PD/LGD model was developed by our Motor Finance business, Advantage Finance, to calculate

the expected loss impairment provisions in accordance with IFRS9. Stage 1 expected losses are

recognised on inception/initial recognition of a loan based on the probability of a customer

defaulting in the next 12 months. This is determined with reference to historical data updated for

current and future conditions. If a motor finance loan falls one month or more in contractual arrears,

then this is deemed credit impaired and included in IFRS9 Stage 3. There are some motor finance

loans which are up to date with payments but the customer is in some form of forbearance and we

deem this to be a significant increase in credit risk and so these loans are included in Stage 2.

As required under IFRS9 the expected impact of movements in the macroeconomy is also reflected

in the expected loss model calculations. For motor finance, assessments are made to identify

the correlation of the level of impairment provision with forward looking external data regarding

forecast future levels of employment, inflation, interest rates and used car values which may affect

the customers’ future propensity to repay their loan. The macroeconomic overlay assessments

for 5 February 2026 reflect that further to considering such external macroeconomic forecast

data, management have judged that, whilst less than at 31 January 2025, there is currently still

a heightened risk of an adverse economic environment for our customers. To factor in such

uncertainties, management has included an overlay for certain groups of assets to reflect this

macroeconomic outlook, based on estimated unemployment levels in future periods. As at

5 February 2026 we have not included inflation levels in our overlay as inflation has now stabilised

and has not demonstrated a strong correlation with our recent loan book performance. As at

5 February 2026, we have not included an overlay for used vehicle prices as we assume that used

vehicle prices will now remain stable – this is the same assumption as at 31 January 2025. Further

sensitivity over this estimation uncertainty is provided in note 1.13.

Other than the changes to the approach mentioned above, there were no significant changes to

estimation techniques applied to the calculations used at 5 February 2026.

Other Information

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Strategic Report Corporate Governance The Accounts

PD/LGD calculations for expected loss impairment provisions were also developed for our Property

Bridging business Aspen Bridging in accordance with IFRS9. Stage 1 expected losses are recognised

on inception/initial recognition of a loan based on the probability of a customer becoming impaired

in the next 12 months. The Bridging product has a single repayment scheduled for the end of the

loan term and if a bridging loan is not granted an extension and is still outstanding beyond the end of

the loan term then this is deemed credit impaired and included in IFRS9 Stage 3. The Buy-to-Let and

second phase of the Bridge-to-Let product is serviced by customers monthly, and these accounts are

deemed credit impaired and included in IFRS9 Stage 3 at 90 days past due. Due mainly to the high

values of property security attached to bridging loans, the bridging sector typically has lower credit

risk and lower impairment than other credit sectors.

Assets in both our secured loan businesses are written off once the asset has been repossessed and

sold and there is no prospect of further legal or other debt recovery action. Where enforcement

action is still taking place, loans are not written off. In motor finance where the asset is no longer

present then another indicator used to determine whether the loan should be written off is the lack

of any receipt for 12 months from that customer.

1.6 Impairment of amounts owed by subsidiary companies

to the parent company

These are initially recognised as the amount loaned to the subsidiary company. After initial

recognition amounts owed by subsidiary companies to the parent company are subsequently

measured at amortised cost. Amortised costs include any deduction for loan loss impairment

provisions for expected credit losses in accordance with the requirements of IFRS9

1.7 Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation. Certain freehold

property is held at previous revalued amounts less accumulated depreciation as the Group has

elected to use these amounts as the deemed cost as at the date of transition to IFRS under the

transitional arrangements of IFRS 1.

Depreciation is provided on the cost or valuation of property, plant and equipment in order to write

such cost or valuation over the expected useful lives as follows;

Freehold Buildings 2% per annum straight line

Fixtures and Fittings - Computers 20% per annum straight line

Fixtures and Fittings - Other 10% per annum straight line or 20% per annum reducing balance

Motor Vehicles 25% per annum reducing balance

Right to Use Assets Straight line over the normal term of the lease

Freehold Land is not depreciated.

1.8 Taxation

Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws

that have been enacted or substantively enacted at the balance sheet date.

Deferred tax is provided in full, using the liability method, on temporary differences arising between

the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred

tax is determined using tax rates and laws that have been enacted or substantively enacted by the

balance sheet date and are expected to apply when the related deferred tax asset is realised or the

deferred tax liability is settled.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be

available against which the temporary differences can be utilised.

1.9 Preference shares

The issued 31.5% preference share capital is carried in the balance sheet at amortised cost and

shown as a financial liability. The issued 6% preference share capital is valued at par and shown as

called up share capital.

1.10 Pensions

The Group contributes as required to a defined benefit pension scheme. The defined benefit pension

asset at the balance sheet date is calculated as the fair value of the plan assets less the present value

of the defined benefit obligation. The scheme is currently in surplus but as the group has no ability to

access this asset the surplus is capped at £nil. Actuarial gains and losses are recognised immediately

in the financial statements.

The Group also operates several defined contribution pension schemes and the pension charge

represents the amount payable by the Company for the financial year.

1.11 Investments

Investments in subsidiaries held as non-current assets are stated at cost less provision for any

impairment.

1.12 Exceptional Items

Exceptional items are items unrelated to the core activities of the Group that are material to the

Group’s performance and are presented separately in the financial statements to enhance user

understanding of these items and the underlying performance of the Group.

1.13 Critical accounting judgements and key sources of

estimation uncertainty

In preparing these financial statements, the Company has made judgements, estimates and

assumptions which affect the reported amounts within the current and next financial year. Actual

results may differ from these estimates.

Estimates and judgements are regularly reviewed based on past experience, expectations of future

events and other factors.

Critical accounting judgements

The following are the critical accounting judgements, apart from those involving estimations (which

are dealt with separately below), that the Directors have made in the process of applying the

Company’s accounting policies and that have the most significant effect on the amounts recognised

in the financial statements.

1. Accounting policies continued

S&U Plc Annual Report and Accounts 202658

D2 Notes to the Accounts

Period ended 5 February 2026 continued

Significant increase in credit risk for classification in Stage 2

The Company’s transfer criteria determine what constitutes a significant increase in credit risk, which

results in a customer being moved from Stage 1 to Stage 2. Stage 2 currently includes customers who

have a good payment record but have been identified as vulnerable by trained staff. Vulnerability can

be driven by factors including health, life events, resilience or capability. All customer facing staff are

trained to help recognise characteristics of vulnerability.

Key sources of estimation uncertainty

The directors consider that the sources of estimation uncertainty which have the most significant

effect on the amounts recognised in the financial statements are those inherent in the consumer

credit markets in which we operate relating to impairment as outlined in 1.5 above. In particular,

the Group’s impairment provision is dependent on estimation uncertainty in forward-looking

assumptions on areas such as employment rates, inflation rates and used car and property prices.

The Group implemented IFRS 9 from 1 February 2018 by developing models to calculate expected

credit losses in a range of economic scenarios. These models involve setting modelling assumptions,

weighting of economic scenarios, the criteria of determining significant deterioration in credit quality

and the application of adjustments to model outputs. We have outlined assumptions in our expected

credit loss model in the current year. Reasonable movement in these assumptions might have a

material impact on the impairment provision value.

Macroeconomic overlay for our motor finance business

For this overlay, the Group considers four probability-weighted scenarios in relation to

unemployment rate: base, upside, downside and severe scenarios as follows:

Upside Severe Base(5% decrease)Downside(5% increase)Weighting50%15%25%10% WeightedQ1 2026 5.20% 3.64% 6.76% 7.80% 5.62%Q1 2027 5.30% 3.71% 6.89% 7.95% 5.72%Q1 2028 5.10% 3.57% 6.63% 7.65% 5.51%Q1 2029 4.90% 3.43% 6.37% 7.35% 5.29%

An increase by 0.5% in the weighted average unemployment rate would result in an increase in loan

loss provisions by £927,613. A decrease by 0.5% would result in a decrease in loan loss provisions by

£927,613.

Used vehicle price sensitivity for our motor finance business

At the period ended 5 February 2026 and at the year ended 31 January 2025, we have assumed

that used vehicle prices will remain stable after a period when used vehicle prices increased

during years ended 31 January 2022 and 31 January 2023 and then decreased during year ended

31 January 2024. This assumption as at 5 February 2026 has been made after considering market

trends and expectations but is uncertain. If used car prices were assumed to fall by 5% instead, then

this would result in an increase in loan loss provisions of £1,456,083. If used vehicle prices were

assumed to increase by 5% instead, then this would result in a decrease in loan loss provisions of

£1,456,083.

Other accounting judgements

Expected loss sensitivity for our property bridging business

The PD/LGD expected loss impairment provision model calculations developed for our Aspen

bridging business have been based on extrapolating an inherently low volume sample of historic

defaults and losses to reflect the current receivables and current market conditions. If the probability

of default were assessed to be 10% higher than these calculations, then this would result in an

increase in loan loss provisions of £81,521. If the probability of default were assessed to be 10%

lower than these calculations, then this would result in a decrease in loan loss provisions of £81,521.

FCA consultation on motor finance commission

The FCA has consulted on an industry-wide scheme to compensate motor finance customers who

were treated unfairly, this covers motor finance agreements taken out between 6 April 2007 and

1 November 2024 where commission was payable by the lender to the broker. The FCA published its

final rules on 30 March 2026 and has stated unfairness is where there is discretionary commission,

high commission (where the commission is equal to or greater than 39% of the total cost of credit

and 10% of the loan) or there was a tied arrangement with the broker. As previously stated our own

subsidiary company Advantage Finance which offers motor finance, has never entered into any

discretionary commission arrangements and has never operated ‘first right of refusal’ arrangements

with brokers. Therefore, we are only captured by high commission cases. For such cases the FCA

expects consumers to be compensated the average of what the FCA estimates the consumer has

overpaid, or lost, and the commission paid, plus interest.

Significant challenge has been provided during the consultation phase and further judicial review

cannot be ruled out; therefore, several scenarios have been included in the provision calculation

and these have been probability weighted to determine an appropriate provision to be recognised.

The estimated provision represents management’s best estimate of the potential redress based on

current information available and using a range of potential scenarios. The provision assessment

also excludes any potential costs in relation to FOS referrals. At this stage it is not possible to reliably

determine the number of customers that would go to FOS or the approach FOS will take in applying

their fees.

1.14 Alternative Performance Measurements

i. Return on average capital employed before cost of funds (ROCE) is calculated as the Operating

Profit divided by the average monthly capital employed (unaudited) being total equity plus

Bank Overdrafts plus Borrowings less cash and cash equivalents. For 25/26 Advantage ROCE

is calculated as £31,847/£286,500 = 11.1%. For 24/25 Advantage ROCE is calculated as

£28,442/£317,937 = 9.0%. For 25/26 Aspen ROCE is calculated as £17,711/£158,196 = 11.2%. For

24/25 Aspen ROCE is calculated as £16,477/£143,406 = 11.5%.

ii. Group gearing is calculated as the sum of Bank Loans and Overdrafts less cash and cash

equivalents divided by total equity. At 5 February 2026 group gearing is therefore calculated as

£241,500+296 = £241,796/£249,001 = 97.1%. At 31 January 2025 group gearing is calculated as

£197,500-£5,216 = £192,284/£238,079 = 80.8%.

Other Information

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Strategic Report Corporate Governance The Accounts

2. Segmental analysis

Analyses by class of business of revenue and profit before taxation from continuing operations are

stated below:

Revenue Profit before taxationPeriod Year Period Year ended endedended ended5.2.2631.1.25 5.2.2631.1.25 Operating segments£000£000£000£000Motor finance 83,049 91,823 23,391 16,542Property bridging finance 24,382 23,788 8,826 7,207Central costs net of central finance income – – (401) 227Total per Group Income Statement 107,431 115,611 31,816 23,976

Analyses by class of business of assets and liabilities are stated below:

Assets LiabilitiesPeriod Year Period Year ended endedended ended5.2.2631.1.25 5.2.2631.1.25 Operating segments£000£000£000£000Motor finance 320,779 286,813 (163,372) (135,862)Property bridging finance 180,053 155,085 (162,985) (142,215)Central 385 3,158 74,141 71,100Total per Group Balance Sheet 501,217 445,056 (252,216) (206,977)

Depreciation of assets for motor finance was £368,000 (31.1.25: £375,000), for property bridging

finance was £16,000 (31.1.25: £16,000) and for central was £97,000 (31.1.25: £91,000). Fixed asset

additions for motor finance were £821,000 (31.1.25: £705,000), for property bridging finance were

£15,000 (31.1.25: £19,000) and for central were £47,000 (31.1.25: £2,000).

The net finance credit for central costs was £2,993,000 (31.1.25: £2,992,000), for motor finance

was a cost of £8,456,000 (31.1.25: £11,901,000) and for property bridging finance was a cost of

£8,885,000 (31.1.25: £9,209,000). The tax credit for central costs was £61,000 (31.1.25: £99,000

charge), for motor finance was a tax charge of £5,934,000 (31.1.25: £4,150,000) and for property

bridging finance was a tax charge of £2,229,000 (31.1.25: £1,814,000).

The significant products in motor finance are car and other vehicle loans secured under hire

purchase agreements.

The significant products in property bridging finance are bridging loans secured on property.

The assets and liabilities of the Parent Company are classified as Central.

No geographical analysis is presented because all operations are situated in the United Kingdom.

3. Revenue

Period Year ended ended5.2.2631.1.25 £000£000Interest revenue and other income calculated using the effective interest method 104,384 112,673Other fee income 3,047 2,938Total revenue 107,431 115,611

4. Cost of sales

Period Year ended ended5.2.2631.1.25 £000£000Cost of sales – motor finance 20,795 14,063Cost of sales – property bridging finance 2,757 2,321Total Cost of sales 23,552 16,384

5. Impairment charge

Period Year ended ended5.2.2631.1.25 £000£000Loan loss provisioning chargeLoan loss provisioning charge – motor finance 12,755 33,191Loan loss provisioning charge – property bridging finance 277 2,380Total impairment charge 13,032 35,571

6. Administrative expenses

Period Year ended ended5.2.2631.1.25 £000£000Administrative expenses – motor finance 17,653 13,391Administrative expenses – property bridging 3,636 2,670Administrative expenses – central 3,394 2,765Total Administrative Expenses 24,683 18,826

S&U Plc Annual Report and Accounts 202660

D2 Notes to the Accounts

Period ended 5 February 2026 continued

7. Information regarding employees

Group Group Company Company period year periodyear ended ended ended ended5.2.2631.1.25 5.2.2631.1.25 £000£000£000£000The monthly average number of persons employed by the Group was:Motor finance 215 212 – –Property bridging finance 31 25 – –Central 12 11 12 11Total Group average number of employees 258 248 12 11

The monthly average employed by the company was 12 (31.1.25:11).

Staff costs (including directors):

Group Group Company Company period year period year ended endedended ended5.2.2631.1.25 5.2.2631.1.25 £000£000£000£000Wages and salaries 13,533 11,348 1,661 1,377Social security costs 1,727 1,254 249 238Pension costs for defined contribution scheme 646 614 43 42Total Staff Costs 15,906 13,216 1,953 1,657

Directors’ remuneration and details of the highest paid director are disclosed in the audited section

of the Directors’ Remuneration Report. No director or current employee is a member of the small

historical defined benefit pension plan the details of which are contained in note 30 of these notes to

the accounts.

8. Operating profit

Period Year ended ended5.2.2631.1.25 £000£000Operating profit from continuing operations is after charging/(crediting):Depreciation and amortisation:Owned and Right to Use assets 481 482Profit on sale of fixed assets – (14)Staff costs 15,906 13,216

The analysis of auditor’s remuneration is as follows:

Period Year ended ended5.2.2631.1.25 £000£000Fees payable to the Group’s auditor for the audit of the Company’s annual accounts 60 50Fees payable to the Group’s auditor for other services to the GroupThe audit of the Company’s subsidiaries 230 170Total audit fees 290 220Audit related assurance services 45 30Other services 15 15Total non-audit fees 60 45Total 350 265

9. Finance costs

Period Year ended ended5.2.2631.1.25 £000£00031.5% cumulative preference dividend 141 141Lease Liabilities 15 20Bank loan and overdraft interest payable 14,192 17,957Total Finance Costs 14,348 18,118

10. Profit of parent company

As permitted by Section 408 of the Companies Act 2006, the profit and loss account of the Parent

Company is not presented as part of these accounts. The Parent Company’s profit for the financial

year after taxation amounted to £13,061,000 (31.1.25: £17,028,000).

11. Exceptional item

Motor Finance Forbearance Outcomes Review

Our motor finance subsidiary Advantage was included in the FCA’s multi-firm Cost of Living

Forbearance Outcomes review in 2023 and as a result the FCA concluded that enhancements were

required to Advantage’s approach to arrears management and the application of forbearance.

We provided for anticipated total associated exceptional potential customer remediation costs

and external support costs totalling £2.736m as an exceptional item during the year ended

31 January 2025.

Other Information

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Strategic Report Corporate Governance The Accounts

12. Tax on profit before taxation

Period Year ended ended5.2.2631.1.25 Continuing operations£000£000Corporation tax at 25.0% (31.1.25: 25.0%) based on profit for the year 8,041 5,968Adjustment in respect of prior years 47 (20)8,088 5,948Deferred tax (temporary differences - origination and (reversal) 15 1158,103 6,063

The actual tax charge for the current and the previous year from continuing operations varies to the

standard rate for the reasons set out in the following reconciliation.

Period Year ended ended5.2.2631.1.25 £000£000Profit on ordinary activities before tax from continuing operations 31,816 23,976Tax on profit on ordinary activities at standard rate of 25.0% (31.1.25: 25.0%) 7,954 5,994Factors affecting charge for the period:Expenses not deductible for tax purposes 60 54Effects of other tax rates and permanent differences 42 35Prior period adjustments 47 (20)Total actual amount of tax 8,103 6,063

13. Dividends

Period Year ended ended5.2.2631.1.25 £000£0002nd Interim dividend paid for the year ended 31/1/2025 – 30.0p per Ordinary share (35.0p) 3,645 4,253Final dividend paid for the year ended 31/1/2025 – 40.0p per Ordinary share (50.0p) 4,860 6,0751st Interim dividend paid for the period ended 5/2/2026 – 35.0p per Ordinary share (30.0p) 4,253 3,645Total ordinary dividends paid 12,758 13,9736% cumulative preference dividend paid March and September 12 12Credit for unpresented dividend payments over 12 years old (22) (22)Total dividends paid 12,748 13,963

A second interim dividend of 35.0p per ordinary share for the period ended 5 February 2026 was

paid on 6 March 2026 totalling £4.3m and the directors are proposing a final dividend for the period

ended 5 February 2026 of 45p per ordinary share totalling £5.5m. The final dividend will be paid on

24 July 2026 to shareholders on the register at close of business on 3 July 2026 subject to approval by

shareholders at the Annual General Meeting on Wednesday 24 June 2026.

14. Earnings per ordinary share

The calculation of earnings per ordinary share (“EPS”) from continuing operations is based on profit

after tax of £23,713,000 (31.1.25: £17,913,000).

The number of shares used in the Basic EPS calculation is the weighted average number of shares in

issue during the year of 12,150,760 (31.1.25: 12,150,760). There is a total of nil dilutive share options

in issue (31.1.25: nil) and considering the appropriate proportion of these dilutive options the

number of shares used in the Diluted EPS calculation is 12,150,760 (31.1.25: 12,150,760).

15. Property, plant and equipment

Land and Motor Fixtures and Right buildingsvehiclesfittingsto useTotalGroup£000£000£000£000£000CostAt 1 February 2024 1,897 322 1,873 829 4,921Additions 547 35 101 43 726Disposals – (63) (90) – (153)At 31 January 2025 2,444 294 1,884 872 5,494Additions 209 198 476 – 883Disposals (3) (93) (148) – (244)At 5 February 2026 2,650 399 2,212 872 6,133Accumulated depreciationAt 1 February 2024 610 162 1,392 447 2,611Charge for the year 109 43 167 163 482Eliminated on disposals – (39) (87) – (126)At 31 January 2025 719 166 1,472 610 2,967Charge for the year 111 72 197 101 481Eliminated on disposals (3) (56) (141) – (200)At 5 February 2026 827 182 1,528 711 3,248Net book valueAt 5 February 2026 1,823 217 684 161 2,885At 31 January 2025 1,725 128 412 262 2,527

Included in the above is land at a cost of £22,000 (31.1.25: £22,000) which is not depreciated.

Included in Right to Use assets above, are leases now capitalised under IFRS16 which are depreciated

over the normal term of the lease. The total cash outflow for these leases during the period to 5.2.26

was £126,000 (31.1.25: £192,000).

S&U Plc Annual Report and Accounts 202662

D2 Notes to the Accounts

Period ended 5 February 2026 continued

Land and Motor Fixtures and Right buildingsvehiclesfittingsto useTotalCompany£000£000£000£000£000CostAt 1 February 2024 42 53 296 343 734Additions – – 2 – 2Disposals – – – – –At 31 January 2025 42 53 298 343 736Additions – 39 8 – 47Disposals – (34) – – (34)At 5 February 2026 42 58 306 343 749Accumulated depreciationAt 1 February 2024 13 38 227 80 358Charge for the year – 4 18 69 91Eliminated on disposals – – – – –At 31 January 2025 13 42 245 149 449Charge for the year – 12 17 68 97Eliminated on disposals – (31) – – (31)At 5 February 2026 13 23 262 217 515Net book valueAt 5 February 2026 29 35 44 126 234At 31 January 2025 29 11 53 194 287

Included in the above is land at cost of £22,000 (31.1.25: £22,000) which is not depreciated.

The only asset included in Right to Use assets above is a lease of S&U and Aspen Solihull office

premises which is now capitalised under IFRS16 which is depreciated over the normal term of

the lease. The total cash outflow for this lease during the period to 5.2.26 was £88,000 (31.1.25:

£88,000).

16. Investments and related party transactions

5.2.2631.1.25Company£000£000Shares in subsidiary companiesAt historical cost less impairment 1 1

The principal subsidiaries of the Company, which are wholly owned directly by the Company, operate

in Great Britain and are incorporated in England and Wales.

Subsidiary and registered number Principal activityAdvantage Finance Limited (03773673) Motor financeAspen Bridging Limited (10270026) Property bridging finance

The following are wholly owned dormant subsidiaries of the group which take advantage of

exemptions provided under s394a and s448a and do not prepare, file or have audited individual

company accounts:

Advantage Motor Finance Limited (03773678), Advantage4u Limited (06691669), Advantage Direct

Finance Limited (07037684), Advantage Partner Finance Limited (07036720), Advantage Asset

Finance Limited (06691598), S&U Stores Limited (00448884) and Cash Kangaroo Limited (08435795).

All dormant subsidiaries are directly owned by S&U plc with the exception of Advantage Motor

Finance Limited which is indirectly wholly owned via Advantage Finance Limited.

All companies in the Group have their registered office at 2 Stratford Court, Cranmore Boulevard,

Solihull B90 4QT.

Related party transactions

Group

Transactions between the Company and its subsidiaries, which are related parties have been

eliminated on consolidation and are not disclosed in this note. Transactions with the Company’s

pension scheme are disclosed in note 30. During the year the Group made charitable donations

amounting to £90,000 (31.1.25: £60,000) via the Keith Coombs Trust which is a related party because

Messrs GDC Coombs and AMV Coombs are trustees. The amount owed to the Keith Coombs Trust

at the year-end was £12,000 (31.1.25: £nil) During the year the Group obtained supplies at market

rates amounting to £4,930 (31.1.25: £4,544) from Grevayne Properties Limited a Company which is

a related party because Messrs G D C and A M V Coombs are directors and shareholders. All related

party transactions were settled in full when due.

Company

The Company received dividends from other Group undertakings totalling £13,400,000 (31.1.25:

£16,900,000). During the year the Company recharged other Group undertakings for various

administrative expenses incurred on their behalf. The Company also received administrative cost

recharges from other Group undertakings. At 5 February 2026 the Company was owed £317,845,213

(31.1.25: £270,408,115) by other Group undertakings as part of an intercompany loan facility and

owed £217,119 to S&U Stores Limited, a dormant group company (31.1.25: £217,119). All related

party transactions were settled in full when due. Key management personnel, defined as the S&U

Directors, compensation is disclosed on page 24 in the Directors Remuneration Report.

Other Information

Stock Code: SUS ― www.suplc.co.uk 63

Strategic Report Corporate Governance The Accounts

17. Amounts receivable from customers

Group5.2.2631.1.25 £000£000Motor finance hire purchase 424,411 401,792Less: Loan loss provision motor finance (107,282) (118,166)Amounts receivable from customers motor finance 317,129 283,626Property bridging finance loans 182,303 155,083Less: Loan loss provision property bridging finance (2,650) (2,863)Amounts receivable from customers property bridging finance 179,653 152,220Amounts receivable from customers total 496,782 435,846Analysis by future date dueDue within one year 225,196 232,330Due in more than one year 271,586 203,516Amounts receivable from customers 496,782 435,846Analysis of securityLoans secured on vehicles under hire purchase agreements 311,248 277,831Loans secured on property 179,653 152,220Other loans not secured (motor finance where security no longer present) 5,881 5,795Amounts receivable from customers 496,782 435,846Analysis of not impaired and impairedNot impairedNeither past due nor impaired 420,934 355,566Past due up to 3 months but not impaired – –Past due over 3 months but not impaired – –ImpairedPast due up to 3 months 46,836 46,865Past due over 3 months and up to 6 months 9,064 13,412Past due over 6 months or default 19,948 20,003Amounts receivable from customers 496,782 435,846

The credit risk inherent in amounts receivable from customers is reviewed as per note 1.5 and under

this review the credit quality of assets which are neither past due nor impaired was considered to be

good with the exception of 2,657 vulnerable customers who although not in arrears at 5.2.26 were

assessed from a review of internal data to have a significant increase in credit risk (31.1.25: 1,727).

Under IFRS9 therefore these customers although not in arrears are included in stage 2 at 5.2.26 with

an increased impairment provision.

Analysis of loan loss provision and amounts receivable

from customers (capital)

Stage 1:Stage 2:Stage 3:Subject to 12 Subject to Subject to months ECL lifetime ECL lifetime ECL TotalAs at 5 February 2026£’000£’000£’000£000Amounts receivable (capital)Motor finance 257,649 16,208 150,554 424,411Property bridging finance 165,766 – 16,537 182,303Total 423,415 16,208 167,091 606,714Loan loss provisionsMotor finance (13,071) (4,867) (89,344) (107,282)Property bridging finance (751) – (1,899) (2,650)Total (13,822) (4,867) (91,243) (109,932)Amounts receivable (net)Motor finance 244,578 11,341 61,210 317,129Property bridging finance 165,015 – 14,638 179,653Total 409,593 11,341 75,848 496,782

Stage 1:Stage 2:Stage 3:Subject to 12 Subject to Subject to months ECL lifetime ECL lifetime ECL TotalAs at 31 January 2025£’000£’000£’000£000Amounts receivable (capital)Motor finance 221,442 9,811 170,539 401,792Property bridging finance 141,476 – 13,607 155,083Total 362,918 9,811 184,146 556,875Loan loss provisionsMotor finance (13,258) (2,904) (102,004) (118,166)Property bridging finance (1,001) – (1,862) (2,863)Total (14,259) (2,904) (103,866) (121,029)Amounts receivable (net)Motor finance 208,184 6,907 68,535 283,626Property bridging finance 140,475 – 11,745 152,220Total 348,659 6,907 80,280 435,846

Collateral held

Motor finance – except for loans valued at £5.881m (31.1.25: £5.795m), where we are aware

the security is no longer present, security is held on a used vehicle for each hire purchase motor

finance agreement. As stated in note 1.13 above, valuing these used vehicles secured under our hire

purchase agreements is uncertain as the condition and mileage of the used vehicle are unknown. We

estimate the trade value of collateral held at 5.2.26 for motor finance loans currently in stage 3 was

£64.1m (31.1.25: £82.4m) – these estimated values are stated before taking into account recovery

and disposal costs.

S&U Plc Annual Report and Accounts 202664

D2 Notes to the Accounts

Period ended 5 February 2026 continued

Property bridging finance – the estimated value of first charge secured properties held under our

bridging loan facility agreements at 5.2.26 is £265.3m (31.1.25: £246.3m). This includes £18.8m

estimated value of properties secured which is held for loan agreements currently in Stage 3

(31.1.25: £16.7m).

Advances in both our motor finance business and our property bridging business are only made with

collateral security and this is important in both these markets for the collectability of these loans –

there have been no significant changes in the quality of collateral held during the year.

Stage 1:Stage 2:Stage 3:Subject to 12 Subject to Subject to Total months ECL lifetime ECL lifetime ECL provisionLoan loss provisions£’000£’000£’000£000At 1 February 2024 22,229 1,323 83,437 106,989Net transfers and changes in credit risk (11,286) 1,434 26,699 16,847New loans originated (stage at year-end) 5,204 642 12,878 18,724Total impairment charge to income statement (6,082) 2,076 39,577 35,571Amounts netted off revenue for stage 3 assets – – 15,614 15,614Utilised provision on write-offs (1,888) (495) (34,762) (37,145)At 31 January 2025 14,259 2,904 103,866 121,029Net transfers and changes in credit risk (5,854) 1,236 (915) (5,533)New loans originated (stage at period-end) 7,463 1,687 11,949 21,099Debt sale gain on disposal – – (2,534) (2,534)Total impairment charge to income statement 1,609 2,923 8,500 13,032Amounts netted off revenue for stage 3 assets – – 14,676 14,676Utilised provision on write-offs (2,046) (960) (39,204) (42,210)Debt sale proceeds – – 3,405 3,405At 5 February 2026 13,822 4,867 91,243 109,932

There were no significant changes in the capital carrying value of amounts receivable from customers

this year which contributed to changes in the loan loss provisions other than growth in new loans

originated.

During the period Advantage executed a debt sale of old written-off or heavily provisioned customer

agreements to an external third party and as a result has no continuing involvement with these

receivables. Advantage received proceeds of £3.4m and after costs and provisions recognised a gain

of £2.5m.

Internal rating values

A breakdown of the group gross receivables by internal credit risk rating is shown below

Period Year ended ended5.2.2631.1.25 £000£000Good quality 423,415 362,918Satisfactory quality 16,208 9,811Lower quality 129,384 144,859Below standard 37,707 39,287Total Amounts receivable (capital) 606,714 556,875

The Group manages credit risk by performing credit assessments at the time of customer

onboarding. Customers are assigned a credit score at origination using a combination of external

data and internal information. The Group does not maintain an ongoing internal credit risk rating

system. Instead, credit risk is monitored on an ongoing basis using days past due, historical payment

behaviour and forward-looking information.

18. Other receivables and prepayments

Group Company5.2.2631.1.25 5.2.2631.1.25 £000£000£000£000Amounts owed by subsidiary undertakings – – 317,628 270,191Other debtors 13 22 – –Prepayments and accrued income 1,512 1,405 152 1791,525 1,427 317,780 270,370

The Company has assessed the estimated credit losses for these intercompany loans and an

impairment provision of £nil (2025: £nil) has been recognised. Amounts owed by subsidiary

undertakings are categorised as Stage 1, against which no provision is recognised as the loan entities

have sufficient expected cash flow to service their obligations and/or sufficient realisable net assets

to sell in the event of a default.

Other than £120.0m of intercompany receivables from Advantage Finance Limited (31.1.25: £90.5m)

and £121.5m of intercompany receivables from Aspen Bridging Limited (31.1.25: £107.0m), which

are due after more than one year, the amounts owed by subsidiary undertakings have no fixed

maturity date.

Under IFRS7, there are no amounts included in other receivables and prepayments which are past

due but not impaired and no amounts which are impaired or have a significant increase in credit risk.

The carrying value of trade and other receivables is not materially different to their fair value.

Other Information

Stock Code: SUS ― www.suplc.co.uk 65

Strategic Report Corporate Governance The Accounts

19. Borrowings including bank overdrafts and loans

Group Company5.2.2631.1.25 5.2.2631.1.25 £000£000£000£000Bank overdrafts and loans – due within one year 296 – 387 –Bank and other loans – due in more than one year 241,500 197,500 241,500 197,500241,796 197,500 241,887 197,500

The carrying value of bank overdrafts and loans is not materially different to the fair value.

S&U plc had the following overdraft facilities available at 5 February 2026:

• a facility for £5 million (31.1.25: £5m) which is subject to annual review in June 2026.

• a facility for £2 million (31.1.25: £2m) which has no annual review date.

Total drawdowns of these overdraft facilities at 5 February 2026 were £296,000 (31.1.25: £nil).

S&U plc had the following revolving credit facilities available at 5 February 2026:

• a facility for £280 million (31.1.25: £230m) which is due for repayment in May 2027.

At 31 January 2025 S&U plc had revolving credit facilities of £230m which was due for repayment in

May 2026.

S&U plc had the following term loan facilities available at 31 January 2025 and 5 February 2026:

• a facility for £50 million (31.1.25: £50m) - £25m of which is due for repayment in March 2028

and £25m is due for repayment in March 2029.

All the bank overdrafts facilities, revolving credit facilities and term loan facilities mentioned above

incur interest at a variable rate.

The bank overdraft and loans are secured under a multilateral guarantee provided by S&U plc and its

operating subsidiaries Advantage Finance Ltd and Aspen Bridging Ltd.

The Company is part of the Group overdraft facility and at 5 February 2026 was £387,000 overdrawn

(31.1.25: £nil overdrawn). A maturity analysis of the above borrowings is given in note 25.

20. Trade and other payables

Group Company5.2.2631.1.25 5.2.2631.1.25 £000£000£000£000Trade creditors 967 1,139 73 136Other creditors including commissions and remuneration payable 3,865 2,156 615 5384,832 3,295 688 674

The carrying value of trade and other payables is not materially different to the fair value.

21. Provisions for liabilities and charges

Group5.2.2631.1.25WarrantiesCommissionForbearanceForbearance£000£000£000£000At 1 February 2025 – – 2,272 –Charge/(release) to income statement 596 1,794 (221) 2,736Utilised - - (1,839) (464)At 5 February 2026 596 1,794 212 2,272

Our motor finance subsidiary Advantage was included in the FCA’s multi-firm Cost of Living

Forbearance Outcomes review in 2023 and as a result the FCA concluded that enhancements were

required to Advantage’s approach to arrears management and the application of forbearance. We

provided for anticipated associated exceptional potential customer remediation costs and external

support costs totalling £2.736m (see also note 11) of which £2.30m has so far been incurred and

£0.22m released leaving a provision of £0.21m carried forward at 5 February 2026.

In addition, Advantage has recognised a provision of £1.79m related to the FCA’s final scheme

rules on motor finance commissions, which was announced on 30 March 2026. The provision

is determined by probability weighting several scenarios and includes the costs of running the

proposed scheme.

Finally during the period Advantage executed a debt sale of old written-off or heavily provisioned

customer agreements to an external third party. As part of the agreement, as is customary, is a

requirement to repurchase ineligible accounts that were sold. Advantage has recognised a provision

of £0.60m to account for this risk.

There are no provisions for liabilities and charges at a company-only level.

S&U Plc Annual Report and Accounts 202666

D2 Notes to the Accounts

Period ended 5 February 2026 continued

22. Deferred tax

Shadow Accelerated tax SharedepreciationOptionsTotalGroup£000£000£000At 1 February 2024 (113) 268 155Debit to income – (115) (115)At 31 January 2025 (113) 153 40Debit to income 13 (28) (15)At 5 February 2026 (100) 125 25CompanyAt 1 February 2024 (3) 33 30Credit/(debit) to income 1 (16) (15)At 31 January 2025 (2) 17 15Credit/(debit) to income 2 (17) (15)At 5 February 2026 – – –

Shadow share options are long term share based incentive instruments which will be settled in cash

when exercised based on future share price and require achieving certain performance targets and

are subject to continued employment conditions.

23. Called up share capital and preference shares

5.2.2631.1.25 Called up, allotted and fully paid£000£00012,150,760 Ordinary shares of 12.5p each (31.1.25: 12,150,760) 1,519 1,519200,000 6.0% Cumulative preference shares of £1 each 200 200Called up share capital 1,719 1,719

The 6.0% cumulative preference shares enable the holder to receive a cumulative preferential

dividend at the rate of 6.0% on paid up capital and the right to a return of capital plus a premium

of 10p per share at either a winding up or a repayment of capital. The 6.0% cumulative preference

shares do not carry voting rights so long as the dividends are not in arrears.

24. Financial liabilities

Preference share capital5.2.2631.1.25 Called up, allotted and fully paid£000£0003,598,506 31.5% Cumulative preference shares of 12.5p each (31.1.25: 3,598,506) 450 450

The 31.5% cumulative preference shares entitle the holder to receive a cumulative preference

dividend of 31.5% plus associated tax credit and the right to a return of twice the capital (2 lots of

12.5p) plus a premium of 22.5p per share on either a winding up or a repayment of capital. The rights

of the holders of these shares to dividends and returns of capital are subordinated to those of the

holders of the 6.0% cumulative preference shares. The 31.5% cumulative preference shares do not

carry voting rights so long as the dividends are not in arrears.

25. Financial instruments

The Group and the Company’s principal financial instruments are amounts receivable from

customers, cash, preference share capital, bank overdrafts and bank loans.

The Group and the Company’s business objectives rely on maintaining a well spread customer

base of carefully controlled quality by applying strong emphasis on good credit management,

both through strict lending criteria at the time of underwriting a new credit facility and continuous

monitoring of the collection process. The motor finance hire purchase debts are secured by the

financed vehicle. All financial assets are held at amortised cost.

As at 5 February 2026 the Group’s indebtedness amounted to £241,796,000 (31.1.25: £197,500,000)

and the Company’s indebtedness amounted to £241,887,000 (31.1.25: £197,500,000). The Group

gearing was 97.1% (31.1.25: 80.8%), being calculated as borrowings net of cash as a percentage of

total equity. The Board is of the view that the gearing level remains conservative, especially for a

lending organisation. The tables below on pages 85 and 86 analyses the Group and Company assets

and liabilities into relevant maturity groupings based on the remaining period at the balance sheet

date (to contractual maturity).

S&U plc has unused committed borrowing facilities at 5 February 2026 of £88.5m (31.1.25: £82.5m).

The preference share capital financial liability of £450,000 has no maturity date and is classified as

more than five years.

The average effective interest rate on financial assets of the Group at 5 February 2026 was estimated

to be 21% (31.1.25: 23%). The average effective interest rate of financial liabilities of the Group

at 5 February 2026 was estimated to be 7% (31.1.25: 8%). The average effective interest rate on

financial liabilities of the Company at 5 February 2026 was estimated to be 7% (31.1.25: 8%).

Currency and credit risk

The Group has no material exposure to foreign currency risk. The credit risk inherent in amounts

receivable from customers is reviewed under impairment as per note 1.5. It should be noted that the

credit risk at the individual customer level is limited by strict adherence to credit control rules which

are regularly reviewed. The credit risk is also mitigated in the motor finance segment of our business

by ensuring that the valuation of the security at origination of the loan is within glasses guide and

cap limits. The credit risk is also mitigated in the bridging property finance segment of our business

by ensuring that the valuation of the security at origination of the loan is rigorously assessed and is

within loan to value limits. As confirmation required under IFRS 8, no individual customer contributes

more than 10% of the revenue for the Group. Group trade and other receivables and cash are

considered to have no material credit risk as all material balances are due from highly rated banking

counterparties.

Other Information

Stock Code: SUS ― www.suplc.co.uk 67

Strategic Report Corporate Governance The Accounts

Interest rate risk

The Group’s activities expose it to the financial risks of changes in interest rates and the Group uses

interest rate derivative contracts where appropriate to hedge these exposures in bank borrowings.

There are no interest rate derivative contracts held at 5 February 2026 (31.1.25: none held). There is

considered to be no material interest rate risk in cash, trade and other receivables, preference shares

and trade and other payables.

The sensitivity analyses below have been determined based on the exposure to interest rates at the

balance sheet date. The Group has low gearing for its sector and the directors consider a 1% and a

2% movement in interest rates to reflect the UK interest rate environment and to be appropriate

for sensitivity analyses. For floating rate liabilities, the analysis is prepared assuming the liability

outstanding at the balance sheet date was outstanding for the whole year.

If interest rates had been 1% higher/lower and all other variables were held constant, the Group’s:

• profit for the year ended 5 February 2026 would decrease/increase by £1.7 million (31.1.25:

decrease/increase by £1.5 million). This is mainly attributable to the Group’s exposure on its

variable rate borrowings.

• total equity would decrease/increase by £1.7 million (31.1.25: decrease/increase by £1.5 million).

This is mainly attributable to the Group’s exposure on its variable rate borrowings.

If interest rates had been 2% higher/lower and all other variables were held constant, the Group’s:

• profit for the year ended 5 February 2026 would decrease/increase by £3.4million (31.1.25:

decrease/increase by £3.0 million). This is mainly attributable to the Group’s exposure on its

variable rate borrowings.

• total equity would decrease/increase by £3.4million (31.1.25: decrease/increase by £3.0 million).

This is mainly attributable to the Group’s exposure on its variable rate borrowings.

Capital risk management

The Board of Directors assess the capital needs of the Group on an ongoing basis and approve all

material capital transactions. The Group’s objective in respect of capital risk management is to

maintain a conservative “Group Gearing” level with respect to market conditions, whilst taking

account of business growth opportunities in a capital efficient manner. “Group Gearing” is calculated

as the sum of Bank Overdrafts plus Bank Loans less Cash and Cash Equivalents divided by Total

Equity. At 5 February 2026 the Group gearing level was 97.1% (31.1.25: 80.8%) which the directors

consider to have met their objective.

Although Advantage have not sold insurance products in recent years, they are required to hold a

regulatory minimum capital figure of £5,000 in this regard. Throughout the year this Company has

maintained a capital base greater than this requirement.

Fair values of financial assets and liabilities

The fair values of amounts receivable from customers, bank loans and overdrafts and other assets

and liabilities with the exception of the junior preference share capital are considered to be not

materially different from their book values. The junior preference share capital classified as a

financial liability is estimated to have a fair value of £1.9m (31.1.25: £1.9m) but is considered more

appropriate under IFRS to be included in the balance sheet at amortised cost.

Fair values which are recognised or disclosed in these financial statements are determined in

whole or in part using a valuation technique based on assumptions that are supported by prices

from observable current market transactions in the same instrument (i.e. without modification or

repackaging) and based on available observable market data. The fair value hierarchy is derived from

Level 2 inputs in accordance with IFRS13.

Liquidity risk

The Group’s liquidity risk is shown in the following tables which measure the cumulative liquidity

gap. Management review and manage the maturity of borrowing facilities appropriately. Most of the

Group’s financial assets are repayable anyway within two years which together with net gearing of

around 97.1% results in a positive liquidity position.

25. Financial instruments continued

S&U Plc Annual Report and Accounts 202668

D2 Notes to the Accounts

Period ended 5 February 2026 continued

More More than 1 than 2 year but years but Less not more not more More No fixed than 1 than 2 than 5 than 5 maturityGroupyearyearsyearsyearsdateTotalAt 5 February 2026£’000£’000£’000£’000£’000£’000Financial assets 225,196 105,679 165,907 - - 496,782Other assets - - - - 4,435 4,435Cash at bank and in hand - - - - - -Total assets 225,196 105,679 165,907 - 4,435 501,217Shareholders’ funds - - - - (249,001) (249,001)Bank overdrafts and loans (296) (191,500) (50,000) - - (241,796)Lease liabilities (90) (74) (18) - - (182)Financial liabilities - - - (450) - (450)Other liabilities - - - - (9,788) (9,788)Total liabilities and shareholders’ funds (386) (191,574) (50,018) (450) (258,789) (501,217)Cumulative gap 224,810 138,915 254,804 254,354 - -

More More than 1 than 2 year but years but Less not more not more More No fixed than 1 than 2 than 5 than 5 maturityGroupyearyearsyearsyearsdateTotalAt 31 January 2025£’000£’000£’000£’000£’000£’000Financial assets 232,330 64,673 138,843 - - 435,846Other assets - - - - 3,994 3,994Cash at bank and in hand 5,216 - - - - 5,216Total assets 237,546 64,673 138,843 - 3,994 445,056Shareholders’ funds - - - - (238,079) (238,079)Bank overdrafts and loans - - (197,500) - - (197,500)Lease liabilities (109) (92) (91) - - (292)Financial liabilities - - - (450) - (450)Other liabilities - - - - (8,735) (8,735)Total liabilities and shareholders’ funds (109) (92) (197,591) (450) (246,814) (445,056)Cumulative gap 237,437 302,018 243,270 242,820 - -

More More than 1 than 2 year but years but Less not more not more More No fixed than 1 than 2 than 5 than 5 maturity CompanyyearyearsyearsyearsdateTotalAt 5 February 2026£000£000£000£000£000£000Other assets – 191,500 50,000 – 76,555 318,055Cash at bank and in hand – – – – – –Total assets – 191,500 50,000 – 76,155 318,055Shareholders’ funds – – – – (74,311) (74,311)Bank overdrafts and loans (387) (191,500) (50,000) – – (241,887)Financial liabilities – – – (450) – (450)Lease liabilities (81) (64) – – – (145)Other liabilities – – – – (1,262) (1,262)Total liabilities and shareholders’ funds (468) (191,564) (50,000) (450) (75,573) (318,055)Cumulative gap – – – – – –

More More than 1 than 2 year but years but Less not more not more More No fixed than 1 than 2 than 5 than 5 maturity CompanyyearyearsyearsyearsdateTotalAt 31 January 2025£000£000£000£000£000£000Other assets – – 197,500 – 73,173 270,673Cash at bank and in hand 2,691 – – – – 2,691Total assets 2,691 – 197,500 – 73,173 273,364Shareholders’ funds – – – – (74,041) (74,041)Bank overdrafts and loans – – (197,500) – – (197,500)Financial liabilities – – – (450) – (450)Lease liabilities (76) (81) (63) – – (220)Other liabilities – – – – (1,153) (1,153)Total liabilities and shareholders’ funds (76) (81) (197,563) (450) (75,194) (273,364)Cumulative gap 2,615 2,534 2,471 2,021 – –

Other Information

Stock Code: SUS ― www.suplc.co.uk 69

Strategic Report Corporate Governance The Accounts

The cash flows payable under financial liabilities are analysed as follows:

More More than 1 than 2 year but years but Repayable Less not more not more More on than 1 than 2 than 5 than 5 GroupDemandyearyearsyearsyearsTotalAt 5 February 2026£000£000£000£000£000£000Bank overdrafts and loans 296 – – – – 296Trade and other payables – 4,832 – – – 4,832Tax liabilities – 483 – – – 483Provisions for liabilities and charges – 2,602 – – – 2,602Accruals and deferred income – 1,871 – – – 1,871Borrowings – – 191,500 50,000 – 241,500Lease liabilities – 90 74 18 – 182Financial liabilities – – – – 450 450At 5 February 2026 296 9,878 191,574 50,018 450 252,216

More More than 1 than 2 year but years but Repayable Less not more not more More on than 1 than 2 than 5 than 5 GroupDemandyearyearsyearsyearsTotalAt 31 January 2025£000£000£000£000£000£000Bank overdrafts and loans – – – – – –Trade and other payables – 3,295 – – – 3,295Tax liabilities – 1,695 – – – 1,695Provisions for liabilities and charges – 2,272 – – – 2,272Accruals and deferred income – 1,473 – – – 1,473Borrowings – – – 197,500 – 197,500Lease liabilities – 109 92 91 – 292Financial liabilities – – – – 450 450At 31 January 2025 – 8,844 92 197,591 450 206,977

More More than 1 than 2 year but years but Repayable Less not more not more More on than 1 than 2 than 5 than 5 CompanyDemandyearyearsyearsyearsTotalAt 5 February 2026£000£000£000£000£000£000Bank overdrafts and loans 387 – – – – 387Trade and other payables – 688 – – – 688Tax liabilities – – – – – –Accruals and deferred income – 574 – – – 574Borrowings – – 191,500 50,000 – 241,500Lease liabilities – 81 64 – – 145Financial liabilities – – – – 450 450At 5 February 2026 387 1,343 191,564 50,000 450 243,744

More More than 1 than 2 year but years but Repayable Less not more not more More on than 1 than 2 than 5 than 5 CompanyDemandyearyearsyearsyearsTotalAt 31 January 2025£000£000£000£000£000£000Bank overdrafts and loans – – – – – –Trade and other payables – 674 – – – 674Tax liabilities – 127 – – – 127Accruals and deferred income – 352 – – – 352Borrowings – – – 197,500 – 197,500Lease liabilities – 76 81 63 – 220Financial liabilities – – – – 450 450At 31 January 2025 – 1,229 81 197,563 450 199,323

25. Financial instruments continued

S&U Plc Annual Report and Accounts 202670

D2 Notes to the Accounts

Period ended 5 February 2026 continued

26. Reconciliation of operating profit to net cash

from operating activities

Group GroupCompany Company5.2.2631.1.25 5.2.2631.1.25 £000£000£000£000Operating Profit 46,164 44,830 13,140 17,268Tax paid (9,335) (4,817) (79) (57)Exceptional item – (2,736) – –Depreciation on plant, property and equipment 481 482 97 91Profit on disposal of plant, property and equipment – (14) – –(Increase)/decrease in amounts receivable from customers (60,936) 27,092 – –(Increase)/decrease in other receivables and prepayments (98) 15 (47,410) 25,448Increase/(decrease) in trade and other payables 1,537 (1,602) 14 4Increase/(decrease)in accruals 398 (498) 222 63Increase in provisions for other liabilities and charges 330 2,272 – –Movement in retirement benefit asset/obligations (43) (33) (43) (33)Net cash (used in)/generated by operating activities (21,502) 64,991 (34,059) 42,784

27. Financial commitments

Capital commitments

At 5 February 2026 the Group had £nil capital commitments contracted but not provided for

(31.1.25: £nil). At 5 February 2026, the Company had £nil capital commitments contracted but not

provided for (31.1.25: £nil).

28. Contingent liabilities

The Company has entered into cross-guarantee arrangements with respect to the bank overdrafts of

certain of its subsidiaries. The maximum exposure under this arrangement at 5 February 2026 was

£3,497,531 (31.1.25: £13,721).

29. Share based payments

The Company operates a Long-Term Incentive Plan (LTIP 2021), which was approved by the AGM

in May 2021. LTIP 2021 allows shadow share options which can only be cash settled and therefore

do not dilute current shareholders. Vesting of these shadow share option awards is subject to

performance conditions over a performance period of at least a year and the awards can normally be

exercised for the period between 3 years and 6 years from the date of grant of the award subject also

to standard leaver and malus and clawback provisions contained in the rules of the LTIP 2021 plan.

The Group recognised total share-based payment expenses for LTIP 2021 of £354,445 in the period

to 5 February 2026 (31.1.25: £145,154). At 5 February 2026 the creditor for LTIP 2021 shadow share

options amounted to £671,353 (31.1.25: £750,566).

30. Retirement benefit obligations

The Company operates a defined benefit scheme in the UK. The plan is funded by payment of

contributions to a separate trustee administered fund. The pension cost relating to the scheme is

assessed in accordance with the advice of a qualified independent actuary using the attained age

method. The last formal valuation was at 31 March 2025. At that valuation it was assumed that the

appropriate post retirement discount rate was 5.44% and pension increases would be 3.3% per

annum. The valuation results have been updated on the advice of a qualified actuary to take account

of the requirements of IAS19 in order to assess the liabilities of the scheme as at 5 February 2026.

The last actuarial valuation highlighted that the scheme was in surplus on an ongoing basis with the

value of assets being sufficient to cover the actuarial value of accrued liabilities. No contributions are

therefore being paid to the scheme at the present time and the estimated amount of contributions

expected to be paid into the scheme during the period to 5 February 2026 is £nil.

The scheme is run by Trustees who are responsible for the affairs of the scheme. Trustees during

the year were Mr GDC Coombs and Mr CH Redford who were also directors of S&U plc during the

year and Mr C Freckelton. The scheme is closed to new members. The Trustees discuss the affairs

of the scheme and deal with discretionary matters regarding benefits. The trustees have employed

Barclays Wealth as investment managers. S&U plc has power, under the Trust Deed and Rules which

govern the operation of the Fund, to remove Trustees from office, to accept their resignations, and

to appoint new or additional Trustees. The directors of S&U plc consider all these arrangements to be

appropriate, having noted that the scheme has been closed to new members for over 40 years, the

scheme continues to have a significant surplus and the scheme’s defined benefit obligations are not

material in the context of the group.

Other Information

Stock Code: SUS ― www.suplc.co.uk 71

Strategic Report Corporate Governance The Accounts

Disclosures made in accordance with IAS 19

A full actuarial valuation was carried out at 31 March 2025 and updated to 5 February 2026 by a

qualified independent actuary. The valuation method used was the projected unit method. The

major assumptions used by the actuary were (in nominal terms):

At period end At year end 5 February 31 January 20262025Rate of increase in salaries Na NaPension increases:Pre-97 Pension 0.0% 0.0%Post 97 Pension 3.0% 3.5%Discount rate 5.3% 5.2%

Mortality assumption for 5 February 2026 comes from the S4PA tables with CMI-2024 1.25% long

term trend and for 31 January 2025 mortality assumption was from the S3PA tables with CMI-2023

1.25% long term trend.

The analysis of the scheme assets, which are determined to be Level 2 in the fair value hierarchy and

the expected rate of return at the balance sheet date were as follows:

Proportion Proportion held at held at 5 February 31 January 20262026£000£000 Equities 53% 57%Bonds 39% 28%Cash/Other 8% 15%Total market value of assets 100% 100%

The amount included in the balance sheet arising from the Group’s obligations in respect of its

defined benefit schemes is as follows:

5.2.2631.1.25£000£000Fair value of plan assets 1,138 1,125Present value of defined benefit obligations (312) (333)Surplus before restriction 826 792Restriction on Surplus (826) (792)Pension asset 0 0

The pension asset has a large surplus before restriction and so is unlikely to be affected by normal

variances in actuarial assumptions and so no actuarial assumption sensitivity analysis is provided.

The amount recognised in the 5.2.2631.1.25 income statement during the year£000£000Current service cost – –Past service cost – 2Interest on obligation 16 15Expected return on plan assets (59) (50)Expense recognised in the income statement (43) (33)Opening net (asset) – –Expense (43) (33)Contributions paid – –Actuarial loss 43 33Closing net (asset) 0 0

The expense credit in both years is shown within administrative expenses.

5.2.2631.1.25 Movement in present value of obligation£000£000Present value of obligation at 1 February 2025 333 348Interest cost 16 15Current service cost – –Past service cost – 2Benefits paid (41) (40)Actuarial gain on obligation – assumptions (7) (9)Actuarial gain on obligation – experience 11 17Present value of obligation at 5 February 2026 312 333Experience adjustment on scheme liabilities Actuarial gain as percentage of scheme liabilities 1% 2%Movement in fair value of plan assetsFair value of plan assets at 1 February 2025 1,125 1,070Expected return on plan assets 59 50Contributions – –Benefits paid (41) (40)Actuarial (loss)/gain on plan assets (5) 45Fair value of plan assets at 5 February 2026 1,138 1,125

The fair value of plan assets other than cash is based on quoted

market prices.

Experience adjustment on assetsActuarial (loss)/gain as percentage of scheme assets 0.4% 4%

30. Retirement benefit obligations continued

S&U Plc Annual Report and Accounts 202672

D2 Notes to the Accounts

Period ended 5 February 2026 continued

2022

£000

2023

£000

2024

£000

2025

£000

2026

£000

Continuing Operations Only

Revenue 87,889 102,714 115,437 115,611 107,431

Cost of Sales (18,771) (23,676) (22,821) (16,384) (23,552)

Impairment (4,120) (13,877) (24,203) (35,571) (13,032)

Administrative Expenses (14,208) (16,256) (19,767) (18,826) (24,683)

Operating profit 50,790 48,905 48,646 44,830 46,164

Finance Costs (net) (3,772) (7,495) (15,062) (18,118) (14,348)

Profit before taxation before exceptional item 47,018 41,410 33,584 26,712 31,816

Exceptional Item – – – (2,736) –

Profit before taxation 47,018 41,410 33,584 23,976 31,816

Taxation (9,036) (7,692) (8,147) (6,063) (8,103)

Profit for the year 37,982 33,718 25,437 17,913 23,713

Assets employed in all operations

Fixed assets 2,455 2,616 2,310 2,527 2,885

Amounts receivable and other assets 324,774 425,558 464,536 442,529 498,332

327,229 428,174 466,846 445,056 501,217

Liabilities (120,482) (203,289) (232,684) (206,977) (252,216)

Total equity 206,747 224,885 234,162 238,079 249,001

Earnings per Ordinary share 312.8p 277.5p 209.2p 147.4p 195.2p

Dividends declared per Ordinary share 126.0p 133.0p 120.0p 100.0p 115.0p

Group gearing 54.9% 85.5% 95.8% 80.8% 97.1%

“Group Gearing” is calculated as the sum of Bank Overdrafts plus Borrowings less Cash and Cash Equivalents divided by Total Equity.

Other Information

Stock Code: SUS ― www.suplc.co.uk 73

Strategic Report Corporate Governance The Accounts

Five Year Record (Unaudited)

Annual General Meeting

24 June 2026

Announcement of Results

Half year ending 5 August 2026

Year ending 5 February 2027

29 September 2026

April 2027

Payment of Dividends

6% Cumulative Preference Shares 30 September 2026 & 31 March 2027

31.5% Cumulative Preference Shares 31 July 2026 & 31 January 2027

Ordinary Shares – 2025/26 final 24 July 2026

– Ex dividend date 2 July 2026

– Record date 3 July 2026

– 2026/27 first interim November 2026

– 2026/27 second interim March 2027

Annual General Meeting Arrangements

The Annual General Meeting will take place on 24 June 2026 – further details of arrangements are contained in the Notice of Annual

General Meeting sent to shareholders and on the company website at www.suplc.co.uk

Financial Calendar

S&U Plc Annual Report and Accounts 202674

The production of this report supports the work of the

Woodland Trust, the UK’s leading woodland conservation

charity. Each tree planted will grow into a vital carbon store,

helping to reduce environmental impact as well as creating

natural havens for wildlife and people.

Directors

A M V Coombs MA (Oxon) (Chairman)

G D C Coombs MA (Oxon) MSc (Lon) (Deputy Chairman)

J E C Coombs MA (Oxon) ACA (Chief Operating Officer)

E H Ahrens (CEO Aspen Bridging)

K D Werner (CEO Advantage Finance – appointed 9 February 2026)

C K Freckelton ACA (Group Finance Director – appointed 20 April 2026)

T G Wheeler (Non-executive)

G Pedersen (Non-executive)

T Khlat MBE (Non-executive)

J P Maxwell (Non-executive)

C H Redford ACA (retired 18 June 2025)

Secretary

MK Bhogal ACMA CGMA

Registered office

2 Stratford Court

Cranmore Boulevard

Solihull

West Midlands

B90 4QT

info@suplc.co.uk

Bankers

HSBC Bank plc

130 New Street

Birmingham

B2 4JU

Natwest Bank

250 Bishopsgate

London

EC2M 4AA

Solicitors

DLA

Victoria Square

Birmingham

B2 4DL

Stockbrokers

Peel Hunt LLP

7th Floor, 100 Liverpool Street

London

EC2M 2ATT

Joh. Berenberg, Gossler & Co. KG

London Branch

60 Threadneedle Street

London EC2R 8HP

United Kingdom

Registrars

MUFG

19th Floor

Central Square

29 Wellington Street

Leeds

LS1 4DL

Shareholders can contact MUFG on:-

0371 664 0300 (calls cost 10p per minute

plus network costs).

Financial public relations

SEC Newgate Communications

14 Greville Street,

London

EC1N 8SB

Auditor

Statutory Auditor

Forvis Mazars LLP

30 Old Bailey

London

EC4M 7AU

Internal Auditor

RSM Risk Assurance Services LLP

6th Floor 25 Farringdon Street

London

EC4A 4AB

Officers and professional advisers

Stock Code: SUS ― www.suplc.co.uk 75

Strategic Report Corporate Governance The Accounts Other Information

2 Stratford Court

Cranmore Boulevard

Shirley

Solihull

West Midlands

B90 4QT

E: info@suplc.co.uk

Registered in England No. 342025

www.suplc.co.uk

S&U Plc Annual Report and Accounts 2026