Annual Report and Accounts 2024

Investing in

SUCCESS

At Fuller’s, we have

confidence in tomorrow

because we are investing

in success today.

During the year, we have invested

in our properties, in our people

and in gaining even more detailed

knowledge of our customers. We do

this because we have confidence in

these areas and in the outstanding

hospitality we deliver every day as

part of our purpose in life – to create

experiences that nourish the soul.

Griffin

the

TO LEARN MORE ABOUT...

Confidence in...

OUR OUTSTANDING

HOSPITALITY

P18

OUR PEOPLE P20

OUR CUSTOMERS P22

OUR PROPERTIES P24

OVERVIEW

Highlights 1

At a Glance 2

Where We Operate 3

Investment Proposition 4

STRATEGIC REPORT

Chairman’s Statement 6

Chief Executive’s Review 8

Business Model & Stakeholder Engagement 12

Strategy 16

Key Performance Indicators 26

Financial Review 27

Risk Management 30

Principal Risks and Uncertainties 33

Sustainability Report 37

Streamlined Energy and Carbon Reporting 42

Task Force on Climate-related

Financial Disclosures

Non-Financial Information Statement 57

GOVERNANCE

Chairman’s Introduction 58

Board of Directors 60

Corporate Governance Report 62

Nominations Committee Report 68

Audit and Risk Committee Report 74

Directors’ Remuneration Report 80

Directors’ Report 112

Directors’ Responsibilities Statement 115

FINANCIAL STATEMENTS

Independent Auditor’s Report 116

Group Income Statement 124

Group Statement of

Comprehensive Income 125

Group Balance Sheet 126

Company Balance Sheet 127

Group Statement of Changes in Equity 128

Company Statement of Changes in Equity 129

Group Cash Flow Statement 130

Company Cash Flow Statement 131

Notes to the Financial Statements 132

ADDITIONAL

INFORMATION

Shareholder Information 181

Glossary 182

Five Years’ Progress 183

Financial and Operational Highlights

• Revenue up 7%, against a 53-week year, to £359.1 million

(FY2023: £336.6 million), driven by strong performances across the estate

• Like for like sales up 11.0%, significantly outperforming the industry’s CGA

RSMHospitality Business Tracker on average by four percentage points

• Strong profit conversion, with adjusted profit before tax increased by 61%

to£20.5 million (FY2023: £12.7 million)

• Operating cash flow used to fund estate enhancements and finance

shareholderreturns in the form of dividends and share buybacks – net debt

stable at £133.1 million (FY2023: £132.8 million)

• Total dividend increased by 21% to 17.75p (FY2023: 14.68p)

• Bought back three million ‘A’ shares since September 2022, with a further

onemillion ‘A’ shares in progress since March 2024. Today we announce our

intention to buy up to a further two and a half million ‘A’ shares – bringing the

total number of sharesrepurchased to 6.5 million shares.

Strategic Highlights

• An excellent year for the Company, with strong like for like sales and

volumegrowth across all areas of the business:

– Food like for like sales increased by 14.5%

– Drink like for like sales increased by 9.8%

– Accommodation like for like sales increased by 7.8%

• Invested £27.2 million in our existing estate of iconic properties, including

transformational schemes at The Rising Sun in the heart of the New Forest,

TheWindmill at Portishead, The Butcher’s Hook & Cleaver in Smithfield, and

The Forester in Ealing

• Completed the roll out of our Lead Your Way programme to all General

Managers – demonstrating our commitment to develop our people

• Continued proactive management of the estate to enhance shareholder value:

– Transferred 23 pubs from Managed Pubs and Hotels to Tenanted Inns,

generating an incremental £1.0 million profit in a full year

– Agreed terms on the sale of The Mad Hatter in SE1, which will realise

£20 million of value – due July 2024

– Agreed sale of a portfolio of 37 non-core pubs to Admiral Taverns for

£18.3 million, ata£1.6 million premium to the gross asset value of

£16.7 million.

52 weeks

ended

30 March

2024

£m

53 weeks

ended

1 April

2023

£m

Revenue and other income 359.1 336.6

Adjusted EBITDA

60.8 51.8

Adjusted profit before tax

20.5 12.7

Statutory profit before tax 14.4 10.3

Basic earnings per share

15.16p 12.98p

Adjusted earnings per share

24.48p 16.10p

Dividend per share

17.75p 14.68p

Net debt excluding lease liabilities

133.1 132.8

All figures above are from continuing operations.

1 Earnings before interest, tax, depreciation, amortisation, profit on disposal of property,

plant and equipment, and separately disclosed items.

2 Adjusted profit before tax is the profit before tax excluding separately disclosed items.

3 Per 40p ‘A’ or ‘C’ ordinary share. Basic EPS is calculated using earnings attributable to

equity shareholders after tax including separately disclosed items. Adjusted EPS excludes

separately disclosed items.

4 Net debt excluding lease liabilities comprises cash and short-term deposits, bank

overdraft, bank loans, debenture stock and preference shares net of debt issue costs.

HIGHLIGHTS

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 1

LONDON

OUR PURPOSE

We create experiences

thatnourish the soul

OUR MISSION

We’re crafting a family

ofdistinctive pubs and

hotels where people feel

they belong

OUR VALUES

Doing things the

right way

Being part of

the family

Celebrating individuality

Always asking

what’snext?

We are the premium pubs and

hotels business that is famous

for beautiful and inviting

venues with delicious fresh

food, a vibrant and interesting

range of drinks, beautiful

bedrooms and engaging service

from passionate people.

Our diverse portfolio

encompasses some 370

wonderful sites across London

and the South of England. Our

portfolio includes 190 Tenanted

Inns and 180 Managed Pubs and

Hotels, including six Bel & The

Dragon country inns and seven

Cotswold Inns & Hotels.

Managed Pubs and

Tenanted Inns (%)

Fuller’s Managed

withinM25

Fuller’s Tenanted

within M25

Fuller’s Managed

outside M25

Fuller’s Tenanted

outside M25

Revenue by Division

(%)

Managed

Tenanted

Analysis of Managed

revenue urban/

suburban/rural (%)

Urban

Suburban

Rural

SUSTAINABILITY

PILL A RS:

Life is too good

towaste

See page 37

Our people

See page 40

Our communities

See page 40

Our planet

See page 41

Who we are

15%

20%

29%

36%

38%

17%

45%

91%

2 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

AT A GLANCE

LONDON

Where we

operate

OUR PUBS AND HOTELS

167

Managed Pubs

and Hotels

Bel & The

Dragon

Cotswold Inns

& Hotels

190

Tenanted Inns

Rural Managed

Pubs and Hotels

Suburban Managed

Pubs and Hotels

Urban Managed

Pubs and Hotels

Key

Managed

Bel & The Dragon

Cotswold Inns & Hotels

Tenanted

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 3

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

WE HAVE A CLEAR STRATEGY

We operate a family of characterful

pubs and hotels in the South of England

• Our estate encompasses some

370pubs and hotels across London

and theSouth ofEngland

• We operate in the premium

segmentwhile offering excellent

valuefor money.

We source and create experiences

thatnourish the soul

• Most of our pubs are deeply

entrenched in their local communities

with generations of goodwill behind

them. We are a regular part of our

customers’ lives, and we strive to

earnthe right to welcome them

backagain and again

• Our pubs are operated locally, with

managers given the freedom to

optimise the decor and the offer

according to local characteristics.

Thisextends to creating engaging

experiences, from open-air

Shakespeare to stand-up comedy

andopen mic nights.

Our teams are customer-centric,

focused on delivering outstanding

quality and service

• Memorable hospitality demands great

people behind the bar and stars in the

kitchen. Our focus on quality and

servicehelps turn our customers

intopowerful ambassadors.

Our investment

proposition puts us in

a position of strength

and security

WE OPERATE IN A MARKET WITH OPPORTUNITIES

Demographic strengths

• In our heartland of London and the

SouthofEngland, incomes are

traditionally more resilient.

Hospitality spend in our regions

is8%greater than the UK average,

andincomes are circa 12% higher.

Our wide demographic also attracts

mature customers, manyof whom

have greater disposable incomes.

Customers are attracted by our

premium offer

• Every week we welcome thousands

of people to our pubs and hotels,

many being returning guests.

Our customers look for agreat

experience and they appreciate the

benefit of our premium offer.

Leveraging digital opportunities

• An increasing digital awareness

among our customers allows us to

geteven closer to them, and provide

atailored experience which is smooth

and seamless. We have developed

ourdigital infrastructure to utilise

robust user data and help enhance

theeffectiveness of our targeted

marketing. Wehave also enhanced

our online presence, from booking

tables, rooms orevents through to

ordering and paying.

4 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

INVESTMENT PROPOSITION

WE ARE FAMILY,

INSIDE AND OUT

Our multi-generation family business

extends a sense of belonging to all

ourstakeholders

• For customers, we maintain the

cherished ethos of “the local”

• Our people are also family. We create

meaningful career paths and invest in

their development. This shows in our

senior leadership where around 55%

of our General Managers and a

number of our Tenants, joined us at

entry level and have developed within

the business

• Much of our kitchen talent is also

home-grown and at our Chefs’ Guild

we set a clear pathway that can take

kitchen assistants right up to executive

chef level

• We welcome over100 apprentices

each year, giving them an inspirational

start to careers in hospitality.

Great family businesses think

andactlong term

• We are custodians of the Company,

with the clear goal of passing it

onineven better health than we

foundit. This means managing our

assets carefully, with the collective

strength of our portfolio delivering

increasing value.

WE ACTIVELY MANAGE OUR ASSETPORTFOLIO

The Company has a high quality portfolio

• Freehold ownership represents 88%

ofour estate. Following the latest

valuation reported in June 2022, this

represented an asset value

of£995.6 million.

We deliver capital appreciation aswell

asearnings growth

• As custodians of the portfolio,

weprotect and enhance its quality

withmaintenance investment and

lookfor opportunities to enhance

tradeand grow income through

investment. Each year we expect to

invest in the region of

£20–30 millionimproving the estate.

Our strong Balance Sheet provides

uswithaccess to capital

• We have a four year£200 million bank

facility to May 2027. This alsoprovides

significant headroom to continue our

acquisition strategy, building on the

successful Cotswold Inns & Hotels

andBel & TheDragon transactions

• We actively manage the property

portfolio to optimise returns – as

demonstrated by the transfers of

Managed pubs to Tenanted operations

• We continually gauge the performance

ofassets, considering fresh pub

propositions, or the option of disposals.

WE HAVE A CLEAR

ANDCONSISTENT

CAPITAL ALLOCATION

FR AMEWORK TO

ENHANCE LONG-TERM

VALUE CREATION

We invest in the long-term organic

growth of the business

• We invest annually to grow capital

value, and to drive returns.

A sustainable and progressive

dividend

• With a planned cover range of 2.5-3.0x,

and growth in line with EPS growth to

drive dividend yield.

Acquisition opportunities

• With a disciplined approach to

inorganic investment and aview to

increasing long-term returns.

Leverage

• With a target of up to circa 3x net

debt/EBITDA. If achieved, surplus cash

maybereturned to shareholders.

WE OWN OUR IMPACT

BECAUSE

LIFEISTOO

GOODTO WASTE

Our environment and our planet

demand that we take meaningful

actionto protect them

• We aim to be Net Zero by 2030

(operational) and 2040 (supply chain)

• We will continue to source 100%

renewable energy

• We will reduce energy consumption

by25% and halve our gas usage.

We create spaces where communities

are welcomed, supported and can

come together

• Each site is encouraged to support

atleast one local group each year

• We donate 1% of our profits to good

causes every year

• We create good job opportunities

forpeople with additional needs.

Our governance is designed to

buildtrust and ensure equal

opportunities foreveryone

• A diverse place to work with no

barriers to entry and with clear

development paths

• A place where everyone has a voice

• A place free from modern slavery

anddiscrimination of any kind.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 5

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

An excellent year and

significant progress

It has been an excellent year for

your Company – with significant

progress and growth in all areas of the

business. Of particular note is therise

in like for like sales in our Managed

Pubs and Hotels of 11% and a 13%

risein our Tenanted Inns revenue.

Against this backdrop, we have seen total

revenues rise by 7%, against a 53-week

year, and adjusted profit before tax rise

by 61%. This has resulted in an increase

of the full year dividend of 21%, showing

a continued return to a progressive

dividend policy.

Simon Emeny and his team have made

some excellent new appointments over

the last couple of years. Sam Bourke,

whowe added to our team in the role of

Marketing Director in autumn 2022, is

making a real difference to the way we

communicate with customers and the

campaigns we undertake to attract new

business and further build on our food,

drink and accommodation offer.

Carrie Joslin, our new Food & Drink

Director who joined in September 2023, is

already making an excellent contribution.

“A plethora of

outstanding schemes

have been completed

during the year from

Portishead in the

West to EC3 in the

East, building on our

commitment to always

having one of the best

estates in the industry.”

MICHAEL TURNER

CHAIRMAN

Meanwhile our People & Talent Director

Dawn Browne – who may not be new to

Fuller’s but joined the Board in July 2023

– has brought her expertise in both

people and operations to the boardroom,

while also driving further investment in

our talented team members.

On the property front, we have continued

investing in our existing estate to deliver

further value. A plethora of outstanding

schemes have been completed during the

year from Portishead in the West to EC3

in the East, building on our commitment

to always having one of the best estates

in the industry. While some of these are

transformational schemes, which will

open sites like The Rising Sun in the

beautiful New Forest and The Forester

inEaling to new audiences, others are

primarily to ensure our wonderful, iconic

sites are always looking their best and

deserving of their premium position.

6 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

CHAIRMAN’S STATEMENT

During the year, we have used our capital

wisely – buying back our own shares,

which we know are currently still at a

considerable discount to their true value.

In 2021, you will remember that we raised

equity through a placing of 6.5 million

‘A’shares at £8.30 each. Since September

2022, we have bought back over three

million of our shares and today we have

announced that we intend to continue

thebuyback programme, aiming to

repurchase up to the 6.5 million ‘A’

sharesthat were issued in 2021. To date,

the buyback has been completed at a

30%discount to the £8.30 price of the

share issue. This leaves your Company

ina strong financial position and ready

totake advantage of appropriate

acquisition opportunities.

Finally, it just remains for me to pay

tribute to our amazing team members

across the business. They are the

backbone of the Company and the source

of our success. I am proud to be their

Chairman and I thank each and every

onefor their continued contribution,

dedication and enthusiasm.

Dividend

The Board is pleased to announce a

finaldividend of 11.12p (FY2023: 10.0p)

per 40p ‘A’ and ‘C’ ordinary share and

1.112p (FY2023: 1.0p) per 4p ‘B’ ordinary

share, representing a year on year

increase of 11%. This will be paid on

25 July 2024 to shareholders on the share

dividend of 17.75p (FY2023: 14.68p) per

40p ‘A’ and ‘C’ ordinary share and 1.775p

(FY2023: 1.468p) per 4p ‘B’ ordinary share

represents a 21% year-on-year increase.

MICHAEL TURNER

CHAIRMAN

12 June 2024

Making the customer journey simpler

When guests are coming to stay with us for a weekend,

wewant to make things as welcoming and easy as possible.

That’s why we have worked hard to build a really simple

customer booking journey. You can always get the best

rates by booking online through our websites, and the work

we have carried out over the past few years has made that

booking journey even easier for the customer.

From a simple online check in, to a quick way for the

customer to also book dinner at the same time as they

reserve their room, it adds value to the customer and to

Fuller’s. You can even add a ticket for one of our garden

cultural performances to add that extra special touch to

your stay.

We won’t stop there though – we know there is more we

cando with our systems, and we will keep working to make

things better for our customers and grow the business for us.

1,009

Bedrooms in our Managed

Pubs and Hotels

+7.8%

Rise in like for like

accommodation sales

Building on

OUR

SUCCESS

Always asking

what’s next?

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 7

It has been a strong year for Fuller’s,

and I am pleased and proud of the

progress we have made. All parts of

theCompany have performed well –

with like for like sales in our Managed

Pubs and Hotels increasing by 11%,

Tenanted Inns operating profit rising

4% and adjusted profit before tax

rising 61% to £20.5 million.

“Meanwhile, our focus

on ensuring we have

the best training and

development for our

people delivers an

outstanding customer

experience, setting

Fuller’s apart and

delivering profitable

sales growth.”

SIMON EMENY

CHIEF EXECUTIVE

The actions we have undertaken during

the year, doubling down on investing in

our iconic pubs and hotels and in our

amazing team, have delivered excellent

results this year and will ensure

continued growth in the future. The long-

term strengths of the Company – a

predominately freehold estate, premium

position and strong Balance Sheet –

provide excellent foundations for our

consistent, clear and long-term strategy.

Investing in our iconic pubs and hotels

ensures we maintain our premium

position, which in turn optimises

revenue and profit from our sites.

Meanwhile our focus on ensuring we

have the best training and development

for our people delivers an outstanding

customer experience, setting Fuller’s

apart and delivering profitable sales

growth. This will result in further growth

both organically and bygenerating the

financial strength thatwill enable us to

capitalise on appropriate acquisition

opportunities ifand when they arise.

We took a number of strategic decisions

during the year which have also

delivered excellent results including the

transfer of 23 sites from our Managed

Pubs and Hotels division to Tenanted

Inns, which is on track to deliver an

incremental £1 million in profit in a

fullyear. We have also, as previously

announced, agreed the sale of The Mad

Hatter in Southwark for a total value

of£20 million, and post year end, we

agreed the sale of 37 non-core pubs

toAdmiral Taverns for £18.3 million.

A great performance

across the business

8 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

CHIEF EXECUTIVE’S REVIEW

Trading Update

Our success during the year has been

due to outstanding work by our teams

across the estate and in our support

office at Pier House. The team has rolled

out new initiatives, focused on our

long-term strategy and vision and

delivered excellent results. We set

ourselves a goal at the beginning of

thefinancial year to deliver a record

number of record sales weeks – and

ourteams across the business rose to

the challenge. We smashed our target

– not only generating great sales, but

also motivating our team and giving

plenty of opportunities to recognise,

acknowledge and celebrate success.

Giving our customers

reasons tovisit

Knowing your customers is key for any

business and during the year we have

completed work to better understand our

key customer groups. This work not only

allows us to refine our offer, and monitor

changes in behaviour post-Covid, but

also to identify potential customers with

similar characteristics that we can target

both on and offline.

To further aid development, ideas

andgrowth in our food business, and

building on the appointment of Carrie

Joslin as Food & Drink Director last

autumn, we have opened a new

development kitchen and training centre

in Reading. This facility will allow for

even more creativity and innovation,

andwe are excited by what the future

could bring in this area.

This customer work has been particularly

useful for transformational

refurbishments and to target marketing

activity, post-investment, at a number

ofour sites. This additional customer

knowledge has driven decisions on

menu options, drinks range, decor, and

the events and activities we stage within

our sites. While it is early days, the initial

signs are positive and we continue to

learn, develop and improve this process.

Supporting this wider piece of work is

our desire to keep our customers coming

back with exciting in-pub events.

We have continued with our cultural

events programme – with another

successful summer season of

Shakespeare and opera, while adding

panto, classic plays and a host of other

events and activities. We have also

upweighted our focus on sport, including

a wider range of sharing options on the

menu and improved promotion of

forthcoming sporting events. We have

increased the number of sites that show

sport, and we have exciting plans to

build on this activity in the coming year,

particularly around the imminent UEFA

European Football Championship.

Strong growth across food,

drink and accommodation

During the year, we have seen growth in

like for like sales and volumes in all our key

areas – food, drink and accommodation.

Our food sales have risen by 14.5% on

alike for like basis. This comes on the

back of work completed to improve our

menu development process, allowing

for better bespoke dish creation and

changes to the way menus are designed

and presented that reflect the customer

segment for that particular site.

In addition, we have launched an

exciting new kids’ menu – by kids,

forkids – during the year, appealing

toour important family market.

This hasimproved margins and was

nominated for a Restaurant Marketer

and Innovator award.

A great performance

across the business

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 9

Kalaveti Ravouvou and Siva

Naulago, from the Bristol

Bears, at the opening of The

Windmill in Portishead

A first-class premium drinks range has

always been at the heart of the great

Fuller’s pub, and our like for like drinks

sales have risen by 9.8%. We have

hosted over 100 guest cask ales in our

pubs during the year – including a

number of brews that are unique to

Fuller’s pubs from breweries including

Siren and Tiny Rebel. Although we have

always had a premium range, we have

introduced a number of super premium

spirits including Casamigos Tequila.

We also continue to widen our appeal

tothose seeking low or no alcohol

alternatives and sales in this category,

for beers alone, have risen by 81% in

value. Our bottled sales of no and low

alcohol beers now account for one in

five of all packaged sales.

Our accommodation business has also

seen impressive growth during the year,

with like for like accommodation sales

rising 7.8%, RevPAR rising to £97.26

(FY2023: £89.47), a rise in occupancy

rates to 79% (FY2023: 78%) and a 9%

increase in average room rate to

£119.84. We also continue to grow our

direct bookings – which are up by 36%

during the year – and we are using our

digital platforms to make sure that our

customers can enhance their stay with

dinner bookings and events easily

booked at the same time.

Investing for the future

in our pubs and people

Over the last 12 months, we have taken

the opportunity to increase investment in

the pubs we already own and the teams

that operate them. Hence, the last quarter

of the financial year has been particularly

busy for investments across our estate –

both in terms of transformational

schemes aimed at broadening the appeal

of our wonderful pubs and hotels to new

audiences, and light-touch investment to

keep our pubs looking their absolute best.

As a result, total investment spend for the

year was £27.2 million.

Investment highlights over the last year

include a substantial scheme at The

Rising Sun in the heart of the New Forest,

a pub we acquired in late summer 2022.

A transformational refurbishment has

broadened the pub’s appeal and we have

increased covers both inside and outside,

with a wonderful garden scheme to

maximise summer months and shoulder

period trading.

We have also undertaken trade-

enhancing investment schemes at sites

including The Windmill in Portishead,

overlooking the Severn Estuary, The

Butcher’s Hook & Cleaver in Smithfield,

and The Forester in Ealing – a site that we

transferred from our Tenanted Inns

division to our Managed Pubs and Hotels

business in June 2023. The results from

all sites are already looking very positive.

On the people front, we have invested

heavily in our leaders with a new

leadership framework called Lead Your

Way, which combines residential courses

with online and face to face learning.

This has been rolled out to all our General

Managers, and in the coming financial

year will be extended to Head Chefs

andsupport centre managers.

The programme has been incredibly

wellreceived and we are already seeing

the benefits of this work.

It has been another busy year for our

People Team. We held our first General

Managers’ Conference for four years,

completed a review and relaunch of

ourflagship Management Training

Programme for the leaders of the future,

recruited 144 new apprentices and

launched our Inclusion Action Plan with

afocus on age, neurodiversity and

inclusion training for all our senior leaders.

Life is too good to waste

We have made good progress in all

areas of our Life is too good to waste

campaign – working on initiatives

relating to our people, our planet and

our communities. Starting with the

lastof these, we continue to raise

awareness of, and money for, Special

Olympics Great Britain. Last year’s

popular Bridge Walk and Football

Tournaments raised a total of £37,000

across the two and we also completed

work on a neurodiverse recruitment

guide that was launched in April.

+11%

Like for like Managed sales growth

61%

Increase in adjusted profit before tax

10 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

CHIEF EXECUTIVE’S REVIEW continued

Our happiness and

engagement scores rose

again this year

Work continues on our commitment

toachieve Net Zero by 2040 (2030 for

Scope 1 & 2) and we were pleased to

have had our science-based emissions

reduction target approved by the Science

Based Targets initiative. We now have

15Sustainability Champions across

ourpubs and hotels to support our

sustainability programme, help embed

new initiatives, roll out best practice and

share new ideas. We have committed to

reduce our food waste by 50% by 2030

as a signatory to the Courtauld

Commitment and we continue to

improve our recycling rates.

The benefits of the focus on

sustainability include reducing our

electricity usage by 3.5% and our gas by

6.5% during the last financial year, with

considerable associated cost savings.

Other highlights for the year include

increasing the number of fully electric

kitchens – 10% of our Managed Pubs

and Hotels now have fully electric

kitchens – achieving the Green Tourism

Bronze Award in 12 hotels and gaining

BII Sustainability Champion status for

our entire Managed estate.

Tenanted Inns

It has been another good year for our

Tenanted Inns with revenue rising by

13%. The Business Development Team

has strong relationships with all our

Tenants and we have invested in further

support around marketing and

promotion to ensure our Tenants can

grow their business – which in turn

grows ours. Our core Tenanted business

is very strong and delivers excellent

returns for the business with high

margins and relatively low capital.

The 23 pubs we transferred from our

Managed Pubs and Hotels division to

ourTenanted Inns during the first half

ofthe year have performed well,

generating £1 million of incremental

annualised profit. It is particularly

pleasing to see our former General

Managers in some of these sites relishing

their new life as Tenants. Despite the

obvious additional responsibility, they

areshowing creativity and innovation

– and that individuality allows these

sitesto flourish.

Fuller’s is committed to owning and

operating both Managed and Tenanted

pubs as an integral part of the

Company’s future strategy – each

operating model has its strengths and

can learn from the other. The Company

actively manages its pub estate,

continually evaluating strategic

opportunities, and has agreed the

saleof37 pubs to Admiral Taverns

allowing the Company to focus on the

development of its retained Managed

and Tenanted estates. The sale proceeds

are £18.3 million, and it is due to

complete on 25 June 2024.

Current Trading andOutlook

We have continued to build on the

strong momentum of the last year with

like for like sales in the first 10 weeks of

the year rising by 4.4%. We have

commenced a wide-ranging investment

programme, with seven schemes

already on site or completed since the

start of the new financial year.

Complementing this investment in our

properties is continued investment in

ourpeople. We will be rolling out our

leadership development programme

toour support centre managers and Head

Chefs and continuing to provide

development opportunities to team

members at all levels across the business.

Fuller’s has delivered excellent results

inthe last financial year, despite the high

inflationary environment. As of today,

those inflationary pressures – especially

in regard to food and energy – have

reduced, which gives us additional

confidence in the coming year.

As a Company, we are primed for further

success and growth. We will continue

with our share buyback programme

andwe will benefit from the sale of

TheMad Hatter in July 2024 for a total

consideration of £20 million, and

£18.3 million from the sale of 37 non-

core pubs toAdmiral Taverns.

With the solid financial foundation of

astrong Balance Sheet and a first-class,

predominately freehold estate of iconic

pubs and hotels, combined with a team

that has the ability and capacity todrive

the business forward, we are confident

and excited by the opportunities the

future will bring.

SIMON EMENY

CHIEF EXECUTIVE

12 June 2024

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ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 11

PEOPLE

We have more than 5,000 team members in

ourbusiness, across 180 pubs and hotels and

inSupport Centre roles. Our people make the

difference in our pubs and hotels. They deliver

outstanding customer service and play a critical

role in the success of the business. They make

theexperience for our customers and deliver

ourbusiness strategy on the front line.

CUSTOMER OFFER

We are famous for delicious,

fresh, seasonal foodand an

extensive range of beers, wines,

spirits and soft drinks, as well as

over 1,000 boutique bedrooms.

We have a clear vision to deliver

memorable experiences that

ensure our customers leave

happier than when they arrived.

PEOPLE

Our people make the real

difference to our business.

Whether dealing with consumers

orcolleagues, they deliver

outstanding service from bar to

boardroom. Our purpose is to

create experiences that nourish

the soul – and we striveto ensure

that everyone knows the key

rolethey play in delivering our

purpose, vision and strategy.

ICONIC PROPERTIES

Our predominately freehold

estate is mainly located in the

South and South East of England.

Itis a great balance, with rural,

suburban and urban sites.

It includes some truly iconic sites

such as The Still & West in Old

Portsmouth and The Churchill

Arms in Notting Hill.

DIGITAL TECHNOLOGY

This encompasses a myriad of

digital touch points for the

consumer in both pubs and

hotelsthat, toachieve optimal

efficiency and a frictionless

journey, all need to be seamlessly

interlinked. Inaddition, continued

development of our digital

technologies and systems

furtherenhances our customer

knowledge and understanding

and creates efficiencies in our

internal processes.

FINANCIAL STRENGTH

Our strong Balance Sheet

andprudent approachto

cashmanagement ensure

thatwearewell placed to

growboth organically

andthrough acquisition.

Our resources

CUSTOMERS

We welcome thousands of people to our pubs

andhotels each week and strive to deliver positive

and memorable experiences that nourish the soul.

Our goal is to make sure that people leave that little

bit happier than they arrive – ensuring their future

repeat custom. We communicate with them in

person at our pubs and hotels and also through

direct marketing and social media.

COMMUNITIES

The great British pub has always been at the heart

of the community and we strive to have a positive

and lasting impact on the communities in which

weoperate by being a responsible business and

agood neighbour, supporting worthy causes,

providing employment and minimising our

environmental impact.

TENANTS

Our Tenants are an extension of the Fuller’s team

and we look to recruit Tenants who share our vision

and values. We have a team of Business and Sales

Development Managers led by an experienced

Director of Tenanted Operations, who ensure our

Tenants are in the best place to operate a

successful business that delivers a good return

forboth Tenants and the wider business.

SUPPLIERS

We work with our suppliers to monitor consumer

trends and ensure we are offering the best of the

season to our customers. An excellent supply

chainis key and we look for genuine partnerships

that provide a real point of difference, helping us

todelight our customers.

SHAREHOLDERS

Our shareholders range from founding family

members to retail shareholders and large

institutional investors. They own our business

andprovide us with the capital that enables

ustoprogress and deliver our strategy.

Shareholders with over 1,000 shares also

benefitfrom our Inndulgence discount card.

And stakeholder engagement....

12 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

BUSINESS MODEL

To create

experiences

that nourish

the soul

OUR PURPOSE

Read more on page 21.

TENANTED PUB

COMPANY OF

THE YEAR 2023

TENANTS

Having a Tenanted estate is a fundamental part of our business and we share

best practice and learnings, as well as ensuring the benefit from initiatives like

Shakespeare in the Garden and access to a number of our suppliers. Around

athird of our Tenants are on a mutually beneficial turnover agreement.

You can learn more about our Tenanted Inns on page 11.

£218k

Donated to Special

OlympicsGB

£276k

Total charity donations

COMMUNITIES

We strive to play a key role in the communities and neighbourhoods in

which we operate with support for local events and groups. We support

anumber ofcharities, including Special Olympics GB at a corporate level.

We also encourage our team members to raise money both through the

pub and personally and, where possible, offer matched funding. We were

delighted to see the opening of WEST – the Hammersmith Youth Zone run

by Onside – as we were a founder patron of this amazing facility that

offers support and activities for children in West London.

See more details about our commitment to our communities on

page40.

17.75 p

Total dividend

SHAREHOLDERS

This year we have returned £22.4 million to shareholders through a

combination of share buybacks and dividends. We have a progressive

dividends policy and this year’s dividend has risen by 21%. Over the

past two years, we have returned £34.6 million of capital to our shareholders.

113

Different cask beers

soldinFY2024

SUPPLIERS

Having true partnerships with suppliers makes areal difference – to

bothparties. We always look to the long term and making commitments

such asforward buying helps both parties to plan for the future with

confidence and certainty. It also allows us to work collaboratively to come

up with interesting, bespoke drinks and dishes, which are available only at

Fuller’s, to tantalise our customers’ tastebuds.

14 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

BUSINESS MODEL continued

STAKEHOLDER ENGAGEMENT

SECTION 172 STATEMENT

This section outlines how, as required by Section 172 of the Companies Act 2006 (the “Act”), the Directors have acted in a way

they consider, ingood faith, promotes the success of the Company for the benefit of its members as a whole, while having

regard to the matters set out in Section 172(1)(a) to (f). The Board strives to ensure that its decision making is consistent and

aligned to our purpose, values and strategy. During the year, the Directors consider that, in complying with their statutory

duties, they had regard to:

The likely consequences of any decision in

thelong term

For Fuller’s and the Board, this has always been an integral

partofour culture. As a long-established family business,

thelong term for Fuller’s means much more than normal

business modelling entails. It is at the heart of all decisions

takenby the Board and is underpinned by our value of always

asking what’s next?

The interest of the Company’s employees

Our people are what makes Fuller’s special and our commitment

totheir personal development is reflected through our value of

celebrating individuality. Each and every one plays a key role in

thesuccess of the Company. Details of the normal engagement

process with employees can be found in the Stakeholder

Engagement section on pages 12 to 14, the Sustainability Report

onpages 37 to40 and the Corporate Governance Report on page 63.

The need to foster the Company’s business

relationship with suppliers, customers

andothers

The Board believes that successfully delivering our strategy

requires strong mutually beneficial relationships, in line with our

value of being part of the family, with our Tenants, suppliers and

customers, and with industry bodies that further the interests of

thesector as a whole. More details of engagement can be found

inthe Sustainability Report on pages 37 to 41 and Stakeholder

Engagement on pages 12 to 14.

The impact of the Company’s operations

on the community and the environment

We are committed to always doing the right thing for our

communities and the environment through our sustainability

strategy Life is too good to waste. Details can be found from page 37.

The desirability of the Company

maintaining a reputation for high

standards of business conduct

Fuller’s is well regarded as a business because it has a

consistent record of always doing things the right way – one of

the mostenduring key values of the business. This is integral

toourculture.

The need to act fairly as between

members of the Company

The unique capital structure of Fuller’s as a partly listed

companyhas always required the Board to balance the interests

ofadiverse shareholder base. The focus on the long term is well

understood by the Company’s shareholders themselves.

Principal Decisions Taken During the Year

Share Buyback Programme

Factors considered

Since its announcement in September 2022, the share buyback

programme has bought back three million ‘A’ ordinary shares,

with a further one million in progress. The Board has now

announced its intention to repurchase up to the 6.5 million ‘A’

shares that were issued through the equity raise in 2021 and

agreed to increase the quantum of the buyback by a further

2.5 million ‘A’ shares once the current programme completes.

In making this decision, the Board considered the effective

management of cash and the need to balance existing and

planned investment into the business.

The Board continues to support the share buyback programme

as it aligns with the Company’s strategy of long term sustainable

growth and delivering value for our shareholders. To date, the

buyback has been completed at a 30% discount to the £8.30

price of the share issue, representing significant value creation

for long term shareholders.

Estate Rationalisation

Factors considered

Fuller’s is committed to owning and operating both Managed

and Tenanted pubs as an integral part of the Company’s future

strategy. However, the Company proactively manages its pub

estate, continually evaluating strategic opportunities.

The decision was made to sell a package of 36 Tenanted pubs

and one Managed pub that the Board believes will be better

aligned to a more specialist wet-led community operator.

This long term strategic move will further strengthen the

Company’s balance sheet, enabling additional investment in

itsexisting pubs, as well as supporting future acquisition

opportunities, as appropriate, and continued investment in our

people. Heads of terms have been agreed and it is anticipated

that the transaction will complete on 25 June 2024.

The Board considered the impact on Tenants – both those

exiting with the sale and those remaining with Fuller’s – as well

as employees to ensure that appropriate plans were in place to

communicate details of the transaction in a timely and sensitive

manner, as well as to offer continued support and handover

through to completion of the transaction.

Director Board Appointment

Factors considered

As part of ongoing succession planning Dawn Browne, People

&Talent Director, was appointed on the recommendation of the

Nominations Committee to the Board with effect from 3 July 2024.

In making its decision, the Board considered the background

andexperience of Dawn and concluded, as a people-centric

business, and given her unique skillset and in-depth knowledge

of our team members, alongside her operational experience, she

would strengthen the Board and provide invaluable insight.

Further, in light of the Board’s priorities around culture and

diversity and inclusion, it was agreed that Dawn would help

drive this important agenda.

Details of the appointment were shared with colleagues in

thebusiness. The appointment demonstrated the Board’s

commitment to internal development and diversity, and

receivedpositive feedback from colleagues.

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ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 15

Surprise and delight with distinctive service

• Every venue will be an individualexperience

• Every team member trained inservice

• An inspirational service coach ateverysite

• Reward and recognition for greatservice

• Measure through Net Promoter Score (“NPS”).

Tailor the experience in every puband hotel

• Empower our leaders to deliver ahighquality, flexible

offering thatfitslocal customer needs

• Indulgent, great British pub classics with a modern

twist, using seasonal ingredients on the menu

• Broad selection of beers, wines and spirits, plus artisan

drinks ranges, served byknowledgeable team members

• Beautiful bedrooms, individually styled with the highest

quality standards

• Delivering sector-leading like for like sales growth.

Create a smoother customer journey

• Optimise customers’ digital journeyforseamless

interaction

• Continually evolve our bookings process to integrate

and improvefunctionality

• Improve digital methods of communication and

marketing throughamulti-channel approach

• Measure by increase in traffic tomicrosites and

associated conversion to sales.

Attract new customers and increase

visit frequency

• Refresh brand communications

• Extend our appeal to a broader customer base

• Deliver experience-led events todrivefrequency

andspend

• Drive a culture to maximise sales fromevent spaces.

2025 priorities

• Further build sales using our digital channels

• Continue to work with our teams to

Be the Difference

and deliver exceptional customer service every time

• Reinvigorate our roasts and build on our position as

thenatural home of great cask ale.

DELIGHT OUR

CUSTOMERS

INSPIRE OUR

PEOPLE

Create a workplace where everyonefeels

they belong

• Launch and deliver inclusion actionplan

• Train and develop our peopleininclusive leadership

• Create an inclusive culture throughevents

• Create a network of 150 mental health first aiders across

the business.

Appreciate and value our colleagues

• Develop our listening culture using a range of tools

including The Happiness Index survey, Fuller’s Forum,

My Voice, and Employee Resource Groups

• Fully embed our transparent pay structureto attract,

retain and encouragedevelopment

• Evolve our distinctive benefits package.

Support and encourage career development

• Focus on internal promotions, particularlyatGeneral

Manager level

• Provide at least 100 apprentices with

careeropportunities every year

• Develop our chefs through the Fuller’sChefs’ Guild.

Attract the best talent

• Grow our

True to You

employer brand

• Utilise Brilliant Recruitment, our new recruitment

system and practices

• Recruit for personality and train forskill.

2025 priorities

• Continue our

Lead Your Way

journey – rolling out to

Head Chefs and support office managers

• Year four of the Happiness Index – looking to maintain

high response rate and continue to improve happiness

and engagement

• Embedding Attensi – our new learning system that

utilises gamification.

We’re crafting a distinctive family of pubsand hotels where people feel

theybelong

16 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

STRATEGY AT A GLANCE

Innovate to excite future

consumers

• Evolve and innovate our

proposition to adapt to changes

in consumer behaviour.

Grow our profitability

• Ensure our strategy is executed

acrossthe business to achieve our

likefor like sales growth ambition

• Grow EBITDA margins by

growingsales, effective

labourmanagement and

scheduling, andagile product

portfoliomanagement

• Mitigate central costs by

improving theefficiency

ofprocesses

• Leverage the full benefits of

ourinvestment in systems

tomaximiseefficiency.

Enhance our supplier

partnerships

• Build genuine long-term

partnerships

• Source authentic food and

drinkproducts, focusing

aroundthe seasons

• Continue our positive relationship

withAsahi

• Leverage the appeal of our

customer base and geographic

position of ourestate to retain and

attract the bestsuppliers.

2025 priorities

• Invest in building a truly premium

sports experience for our

customers in targeted sites and

use our CRM capability to target

sports customers

• Drive pre-booked sales through

our internal sales team and using

our digital connectivity.

Care for our estate

• Continue to look after the

fabricofourestate

• Utilise skills within the team

andourpool of designers

toenhance our offer

• Continue to uphold the highest

standards in the industry

• Ensure the estate and capital

value areprotected for future

generations.

Evolve through

transformational

investment

• Maximise the potential of our

estate by evolving our pubs

through investment

• Optimise our portfolio through

active asset management

• Constantly assess optimal

operating model for each site

• Work with and invest alongside

our Tenants to drive returns.

Invest in growing

the estate

• Invest in markets where we

alreadyexcel

• Add scale to our core premium

pub and hotel estate

• Complement the existing business

inhighincome, premium

demographic areas, with

predominately freehold assets,

and in-filling geographical gaps.

2025 priorities

• Targeted capital investment of

£30 million to deliver returns and

enhance the value of our estate

• Invest in growing the estate.

ENHANCE

OUR ESTATE

EVOLVE OUR

BUSINESS

OWN OUR

IMPACT

Take action to protect and

respectour planet

• Our planet is too good to waste.

Create spaces for

communities toconnect

and feel welcome

• Our communities are too good

towaste.

Care for our people and

foster asense of belonging

• Our people are too good to waste.

2025 priorities

• Further reductions in gas usage

through focused behavioural

change and the conversion of

kitchens to electric power

• Focus on measuring and reducing

food waste in line with our

agreement to the Courtauld

Commitment

• Support more local community

events across our pubs and hotels

• Launching training programme

around safety, care and respect.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 17

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OUR

HOSPITA LITY

Confidence in

18 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

Q&A

FRED TURNER

RETAIL DIRECTOR

What has been the secret to Fuller’s

operational success this year?

Everything has come together this year

and that has been recognised by our

customers. Small changes to the process

behind menu design and creation have

led to stronger food sales and the range

of drinks on the bar is outstanding.

Customers liked that and responded by

visiting more frequently and spending

more on their experience.

How will you build on that success

inthecoming year?

We are becoming much better at the

waywe launch new menus internally.

With inflation falling, that gives us greater

opportunity to innovate and I think we

will see further upside when it comes to

food sales in particular.

How else do you make sure you

arealways delivering outstanding

hospitality?

Our purpose in life is to create

experiences that nourish the soul.

Experiences often begin before you are

welcomed at the door and don’t finish

until after you have left. As a result we are

always working on the whole customer

journey to keep enhancing every element.

What else are you doing to keep Fuller’s

in an industry-leading position?

We have great people and we will

continue to invest in them, building the

behaviours that make the team strong

and the customers happy. It’s not rocket

science – it does take hard work, but we

are definitely not scared of that!

LEARN MORE

ABOUT...

Our food and

drink sales

performance

How we engage

with our

customers

p12

How we

communicate

with our

customers

p16

Griffin

the

OUR

HOSPITA LITY

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 19

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OUR PEO PLE

Confidence in

20 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

OUR PEO PLE

Q&A

DAWN BROWNE

PEOPLE & TALENT

DIRECTOR

What’s been your highlight of the year?

Holding our first General Manager

conference since 2019. We are

apeoplebusiness and bringing

everyonetogetherto focus on the

challenges andcelebrate our successes

is so important. The conference is a

veryspecial event – you can feel the

energy onthe day and afterwards.

What makes a Fuller’s team

memberspecial?

About two years ago, we started

aprogramme encouraging our

teammembers to Be the Difference –

taking ownership for truly delighting

ourcustomers. They have seized the

opportunity to own the customer

relationship and we have seen

increasesin our customer

satisfactionscores as aresult.

How are you planning to develop

yourteams this year?

We have always invested in our people

and this year we launched our Lead Your

Way programme. Our first attendees

have been our pub and hotel General

Managers. We know that great leaders

develop stable, resilient and truly

brilliant teams – the foundation of

anysuccessful business.

What else are you proud of this year?

We have rolled out our inclusion action

plan – and that’s a real game changer

forus. We are focused on a few

areasthat we are passionate about –

encouraging more over 50s to work with

us and supporting our neurodivergent

colleagues. We have a way to go but

ourteam members appreciate the

stepswe are taking.

LEARN MORE

ABOUT...

How we are

training our

workforce and

investing in our

people

p10

How we engage

with our teams

p12

How we are

helping our

communities

p39

Dawn Browne’s

Board induction

programme

p70

Griffin

the

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 21

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

OUR

CUSTOM ERS

Confidence in

22 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

Q&A

SAM BOURKE

MARKETING DIRECTOR

What makes you confident

inyourcustomers?

We are fortunate because we have

aloyal customer base who trust our

pubs and hotels to deliver consistently.

This isreflected both in our repeat visit

numbers and directly from customers’

feedback. We always know who our

customers are and which pubs and

hotels they visit.

And what do you know about them?

Last year we undertook a project to

delveinto what our customers expect

from our pubs and hotels. We have

beautiful properties, all with their own

unique selling points. We are on a

journey to use our customer behavioural

and transactional data to tailor our food,

drink, decor and room offering to meet

and exceed their expectations.

And what should they expect

fromFuller’s?

Our intention is to delight and surprise our

customers. We have developed spring /

summer menus that reflect recenttrends,

seasonal ingredients and innovation

alongside brilliantly executed traditional

pub classics. We have also created a

summer drinks menu that elevates our

pub and garden experiences and offers

creative alcohol-free options for those who

are moderating but still want to join in.

What excites you most about

thecomingyear?

Customers are seeking experiences

soit’salways exciting to find new ways

toensure they are having a good time.

Our Shakespeare in the Garden and

Opera programmes continue to attract

good numbers and we are working with

our pubs and hotels to create relevant

reasons-to-visit by location such as

murder mystery dinners, steak and

wineevenings, comedy nights, and

F1watch parties.

LEARN MORE

ABOUT...

The way we

market to our

customers

How we engage

with our

customers

p12

The outstanding

hospitality we

offer

p18

Griffin

the

OUR

CUSTOM ERS

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 23

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OUR

PROPER TY

Confidence in

24 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

Q&A

PETER TURNER

PROPERTY DIRECTOR

How have you chosen where to invest

during the year?

We have always had a commitment to

ensuring our pubs, both front of house

for our customers and behind the scenes

for our colleagues, are in excellent

condition. Over and above normal

maintenance, investing in our own pubs

will often give the best financial returns.

We have a long-term strategic plan to

carry out a number of transformational

refurbishments each year.

What is the aim of a transformational

refurbishment?

We have a wide range of pubs, each

withits own charm, history and

characteristics. A transformational

refurbishment is about broadening the

appeal of a pub. A great example is

TheRising Sun in the New Forest.

Can you tell us about a couple of other

forthcoming projects?

We have another really exciting

programme of investment coming up –

from overhauling the bedrooms at The

Head of the River in Oxford, carefully

installing air conditioning into a listed

building, to a major scheme at The

Drayton Court Hotel in Ealing. The team

are amazing at juggling very different

looks, feels and locations simultaneously.

What else is a key priority for the

coming year?

We will continue to invest in sites,

including the electrification of kitchens

in order to achieve our Net Zero targets.

LEARN MORE

ABOUT...

Our investments

over the last year

p10

The role of

property in our

business model

p13

Our property

andinvestment

strategy

p17

Electric kitchens

p41

Griffin

the

OUR

PROPER TY

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 25

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Non-financial performance metrics are used withinthe business, including employee engagement and satisfaction scores,

customerNPSand environmental targets.

26 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

KEY PERFORMANCE INDICATORS

We use financial indicators to monitor our progress in delivering against our

strategy to create long-term sustainable value for all stakeholders.

Definition

Revenue comprises sales

ofgoods and services,

accommodation income and

rental income. We have two

main revenue segments:

Managed Pubs and Hotels,

and Tenanted Inns.

Why is it important

for Fuller’s?

Revenue drives the overall

business, resulting in cash

generation which allows

forinvestment in our estate,

our people, rewards to our

stakeholders and acquisitions.

Performance in 2024

Revenue increased by 7%

compared to 2023 with a 6%

increase in Managed Pubs

and Hotels revenue and an

increase of 13% in Tenanted

Inns revenue. This increase

is driven through volume

aswell as price increases.

Definition

Adjusted profit before

taxisprofit before tax

excludingseparately

disclosed items as shown

inthe Income Statement.

Why is it important

for Fuller’s?

The Directors believe

thatthis measurement

ofprofitability allows

stakeholders to analyse

trends and performance

without being impacted by

separately disclosed items.

Performance in 2024

Adjusted profit before tax

increased by 61% compared

to 2023. This is mainly driven

through revenue growth but

is also through margin

improvement, with operating

margin improving from 7.4%

to 9.6%.

Definition

Adjusted earnings per share

is profit after tax excluding

separately disclosed items

attributable to equity holders

of the Company divided

bythe weighted average

number of ordinary shares

inissue during the year.

Why is it important

for Fuller’s?

This measure shows how

much profit the Group is

generating for its

shareholders. It takes into

consideration changes in

profit and loss after tax and

movements in the number

of shares but excludes the

impact of separately

disclosed items. It is an

important variable in

determining our share price.

Performance in 2024

Adjusted earnings per share

increased by 52% compared

to 2023 less than the

increase in the adjusted

profit before tax due to the

increase inthe corporation

tax rate.

Definition

Net debt comprises cash

and short-term deposits,

bank overdraft, bank loans,

debenture stock and

preference shares net

ofdebt issue costs.

Why is it important

for Fuller’s?

This measure helps

shareholders to determine

thelevel of debt compared

to liquid assets and analyse

theoverall financial stability

ofthe Group.

Performance in 2024

Net debt increased

marginally by £0.3 million

compared to FY2023.

Despite EBITDA improving

by 17% against prior

year,the Group has

implemented its capital

allocation framework

through investment in the

estate andreturns to

shareholders. A total of

£27.2 million wasinvested

inthe existing estate in

theyear and £22.4 million

returned to shareholders

through dividends and

sharebuybacks.

REVENUE ADJUSTED PROFIT

BEFORE TAX

ADJUSTED

EARN INGS PER

SHARE (“EPS”)

NE T DEBT

EXCLUDING

LEASE LIABILITIES

£359.1m 24.48p£20.5m £133.1m

2024 2023 2022

359.1

336.6

253.8

2024 2023 2022

20.5

12.7

7.2

2024 2023 2022

24.48

16.10

9.79

2024 2023 2022

133.1

132.8

131.9

We are pleased to have delivered

an excellent set of financial results,

showing significant progress in

the year. Revenue grew by 7% to

£359.1million (FY2023: £336.6

million) and adjusted profit before

tax increased by61% to £20.5 million

(FY2023: £12.7 million).

The increased revenues, combined

witheffective cost management, have

enabled operating profits to grow by

37% to £34.5 million with operating

margins improving to 9.6%

(FY2023: 7.4%). This was achieved

despite a challenging inflationary

environment with food inflation

averaging 9.3% and the increase in

National Living Wage resulting in labour

inflation of 6.3%. However, there was

some movement in our favour, with total

utilities cost for the year reducing to

£11.6 million, saving £2 million on the

prior year (FY2023: £13.6 million) albeit

remaining significantly higher than the

£6.3 million charged in FY2020.

In our Managed Pubs and Hotels business

like for like sales grew by 11% compared

to the prior year, with total sales

increasing by 6%. In the year, we

transferred 23 sites from our Managed

business to our Tenanted business, and

excluding the impact of those sites, total

sales were up 10%. The performance of

our urban sites was particularly strong,

with like for like sales up 15.6%, which

follows an increase of 32.8% in the prior

year. The revenues generated by

Managed Pubs and Hotels are well

balanced across all categories, with drink

like for like sales up 9.8% and food like for

like sales up 14.5%. We delivered volume

increases in both categories, up 1.1%

Delivering sales and

profit growth

and3.8% respectively, reflecting strong

underlying growth and recognition of

ourcustomers’ appreciation of our offer.

Accommodation also performed well

with total sales up 5.3% and RevPAR

increasing by £7.79 to £97.26.

Tenanted Inns revenue grew by 13%

from £29.8 million to £33.8 million.

Profits also increased by 4% up to

£13.7 million (FY2023: £13.2 million).

There was a marginal decline in

operating margins as a result of one-off

costs associated with the transfer of the

23 sites from the Managed business.

Finance Costs

Total net finance costs (before separately

disclosed items) have increased by

£1.6 million to £14.0 million. This increase

is due to the rise in the Bank of England

base rate at the beginning of the year

which has remained high at 5.25%.

The Group has a zero premium cap and

collar over £60 million of the term facility

which has a floor of 310bps and a cap of

500bps. This gave some protection when

the rate went over 500bps in August 2023.

The Group also repaid one of its

debentures of £6 million in December

2023 which had a fixed interest rate

of10.7%. Overall, this has meant that the

average cost of borrowing was 8.0% in

the current financial year compared to

7.0% in the prior year.

“Our teams have

worked tirelessly

to deliver a great

experience for our

customers – this

has yielded great

financialresults.”

NEIL SMITH

FINANCE DIRECTOR

Separately disclosed items

The net position on separately disclosed

items is an expense of £6.1 million

(FY2023: £2.4 million expense).

This consists of a release of a VAT

provision of £1.1 million on settlement

ofa claim; a net credit of £0.4 million

forlegal and insurance claims; a finance

credit of £0.7 million on the Group’s

pension surplus; offset by an

£8.3 million impairment charge relating

to the write down on a number of

properties and right-of-use assets to

their recoverable value net of reversal

ofimpairments on five properties.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 27

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FINANCIAL REVIEW

Tax

The underlying effective tax rate has

increased to 28.3% (FY2023: 22.8%).

The increase in the effective tax rate

ismainly due to the withdrawal of the

capital allowance super-deduction from

April 2023. The main driver of the

increase in effective tax rate on adjusted

profits over the standard rateof tax is

non-deductible depreciation on

assetsthat do not qualify for

capitalallowances.

During the 52 weeks ended 30 March

2024, the total tax contribution of the

Group to the UK Exchequer was

£86.0 million (FY2023: £80.0 million)

intaxes borne and taxes collected

onbehalf of colleagues, customers

andsuppliers.

Total tax collected (£m)

37.0

19.0

14.4

8.6

1.0

42.9

1.0

20.4

11.8

8.9

1.0

100

FY2024FY2023

VAT

PAYE and Employees’ NI

Corporation tax

Business rates

Employer’s NI

Other taxes and Apprenticeship Levy

Pension

The defined benefit pension scheme

surplus has increased by £2.7 million

to£17.3 million accounting surplus

(FY2023: £14.6 million surplus) as a

resultof a decrease in the present

valueof pension obligations as the

discount rate increased from 4.75%

to4.85%, offset by only a small decline

in the fair value of scheme assets.

As theGroup has an unconditional

rightto refund under the pension

trustdeed, an assethas been

recognisedas at 30 March 2024.

Shareholders’ return

The proposed final dividend of 11.12p per ‘A’ and ‘C’ ordinary share (FY2023: 10.0p),

together with the interim dividend of 6.63p per share already paid makes a total of 17.75p

per share which is an increase of 21% on the prior year and continues our return to a

progressive dividend policy. The middle-market quotation of the Company’s ordinary

shares at the end of the financial year was 590p. The highest price during the year was

696p, while the lowest was 458p. The Company’s market capitalisation as at 30 March

2024 was £347.4 million (FY2023: £282.6 million).

Capital allocation framework

The Group’s capital allocation framework aims to enhance shareholder value whilst

targeting leverage at no more than 3x net debt/EBITDA. The table below

summarises the framework in which the Group will do this.

Policy Targets & Philosophy Outlook

Invest in

long-term

organicgrowth

Returns-based

approach to

capitalinvestment

• Invested £27m into the estate in

FY2024 with plans to invest over

£30min FY2025, including 26

transformational schemes

Sustainable &

progressive

dividend

Dividend cover

normalised

rangeof2.5-3x

• FY2024 dividend 17.75p – up 21%

• Progressive dividend growth in line with

EPS growth once cover normalised

Invest in

additional

growth

opportunities

Disciplined approach to

assessing acquisition

opportunities

• Strong Balance Sheet with headroom for

high quality acquisition opportunities

Targeting

leverageof 3x

netdebt / EBITDA

Strong Balance Sheet

maintained – target

leverage at 3x net debt

/ EBITDA

• Buyback of over 3 million ‘A’ shares

with programme extended to

repurchase a total of 6.5 million

‘A’shares sinceSept 2022

Cash flow

FY2024

£m

EBITDA 60.8

Interest, tax & pensions (14.1)

Separately disclosed items 1.7

Working capital and share transactions 9.9

Lease payments (8.7)

Cash available for allocation 49.6

Capital expenditure (27.2)

Dividends (10.0)

Share buyback (12.4)

Cash flow –

Non-cash movement (0.3)

Net debt movement (0.3)

Source of finance

Bank debt 123.8

Debenture & Preference shares 21.5

Cash (12.2)

Net debt before lease liabilities 133.1

Lease liabilities 65.9

Total net debt 199.0

28 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

FINANCIAL REVIEW continued

Cash flow and net debt

Net debt (excluding leases) was at

£133.1 million (FY2023: £132.8 million).

This was a marginal increase from last

year as the Group has implemented its

capital allocation framework through

investment in the estate and returns to

shareholders. A total of £27.2 million was

invested in the existing estate in the year

with transformational schemes at The

Sanctuary House in Westminster, The

Rising Sun in the New Forest, The

Forester in Ealing and The Counting

House in the City.

A share buyback programme of two

million ‘A’ shares was completed in

FY2024 for a total of £12.4 million.

A further share buyback programme

ofone million ‘A’ shares started at the

end of March 2024 and is ongoing,

andan intention to buy back up to an

additional2.5 million ‘A’ shares was

announced today.

The improvement in EBITDA has meant

that net debt/EBITDA is now at 2.5x which

remains in line with our capital allocation

framework and provides headroom for

acquisition opportunities as they arise.

Sources of finance

The Group has unsecured banking

facilities of £200 million, split between

arevolving credit facility of £110 million

and a term loan of £90 million.

During the year, the Group agreed with

its lenders to extend these facilities for

afurther year through to May 2027.

The facilities bear interest at a margin

dependent on the leverage covenant

plusa base rate of SONIA.

The Group repaid £6 million of its

debentures in December 2023 from

theGroup’s current bank facilities.

The debenture had an interest rate of

10.7% so the repayment will help to

reduce the Group’s future finance costs.

Financial risks and

treasurypolicies

The Group operates a centralised

treasury function, which controls cash

management and borrowings and the

Group’s financial risks. The objectives of

the function are to manage the Group’s

financial risk, to secure cost effective

funding for the Group’s operations, and

to minimise the adverse effects of

fluctuations in the financial markets on

the value of the Group’s financial assets

and liabilities, on reported profitability,

and on the cash flows of the Group.

Transactions of a speculative nature

areprohibited. The Group’s treasury

activities are governed by policies

approved and monitored by the Board.

Going concern statement

The Group’s business activities, together

with the factors likely to affect its future

development, performance and position,

are set out in the Strategic Report on

pages 6 to 57.

The financial position of the Company,

its cash flows, net debt and borrowing

facilities and the maturity of those

facilities are set out on pages 124to 179.

In addition, there are further details in

the financial statements on the Group’s

financial riskmanagement, objectives

and policies in Note 25. The Directors

have outlined the assessment approach

for going concern in the accounting

policy disclosure in Note 1 of the

consolidated financial statements.

Following that review the Directors have

concluded it appropriate for the Group

to adopt the going concern basis in

preparing its financialstatements.

Viability statement

The Corporate Governance Code

requires that the Directors have

considered the viability of the Group

over an appropriate period of time

selected by them. The Directors have

chosen to assess this over three

financial years through to March 2027

asthis aligns with the Group’s strategic

planning which was reviewed and

approved in February 2024. This three

year plan is supported by the forecasts

that are presented and approved by the

Board. It takes into consideration the

Group’s current position, and the

potential impact of the principal risk

documented on pages 33to 36 in the

Strategic Report. The most significant

risks impacting theforecasts are

consumer demand shifts, cost of living

and the impact theycould have onsales

volumes, aswell as wage costinflation.

Management have prepared, and the

Board has considered, two key scenarios:

A “base case” is the Board-approved

Budget for FY2025 which forms part of

the three year plan to FY2027. The base

case assumes an easing in cost inflation

for food and utilities, but continued

wage inflation mainly as a result of

increases in National Living Wage.

Under this scenario, the Group would

have sufficient resources and headroom

on its covenants through theduration of

the viability period.

A “downside case” assumes thatsales

volume reduces by 10% compared to the

base case, costsacross food and staff do

not ease and continue to rise at a higher

rate thanassumed in the base case and

interest costs remain at current levels.

The model assumes that these cost

pressures remain during FY2026 and

FY2027. The model also assumes that

train strikes will continue through

FY2025 at the same run rate as in FY2024

but are resolved in the longer term.

In this downside case, management

would implement mitigating actions

such as overhead costreduction and

reduction of capital expenditure.

Under this scenario, theGroup would

still have sufficient resources and

headroom on its covenants through the

duration oftheperiod.

At 30 March 2024, the Group’s Balance

Sheet is comprised of 88% of the estate

being freehold properties and available

headroom on facilities of £75.0 million

and £12.2 million of cash and resulting

net debt of £133.1 million. The Group

has unsecured banking facilities of

£200 million, split between arevolving

credit facility of £110 million and a term

loan of £90 million. Under the facilities

agreement, the covenant suite (tested

quarterly) consist of net debt to adjusted

EBITDA (leverage) and adjusted EBITDA

to net finance charges. During the

period, the Group agreed with its

lenders to extend these facilities for a

further year through to May 2027.

The Group repaid £6 million of its

debentures during the period out of the

Group’s current facilities. The remaining

debentures of £20 million are not due for

repayment until 2028.

Taking account of the Company’s current

position, principal risks facing the business

and the sensitivity analysis discussed

above, as well as the potential mitigating

actions that the Company could take, the

Board expects that the Company will be

able to continue in operation and meet its

liabilities as they fall due over the three

year period of assessment.

Further details on the forecast process

and assumptions can be found in Note 1

to the accounts.

NEIL SMITH

FINANCE DIRECTOR

12 June 2024

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 29

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Managing risks effectively is key to ensuring that we achieve our strategic

objectives in the long term and continue to deliver the high standards

ourcustomers, ourpeople and our shareholders expect.

Risk Management Governance Framework

The risk management process is operated by the Executive Team, supported by theRisk

Manager, and is overseen by the Audit and Risk Committee and the Board, which is further

supported by the external audit process.

Governance Role Output

BOARD

• Oversees the riskmanagement andinternal

controlsprocesses

• Defines the Group’s riskappetite and assesses

theprincipalrisks

• Final approval

AUDIT AND

RISK

COMMITTEE

• Provides guidance and direction and supports the

Board in the management of risk

• Reviews the effectiveness of the risk management

strategy and internal controls process

• Recommendations

tothe Board

EXECUTIVE

TEAM

• Responsible for day today operational

implementation of therisk management strategy

• Provides advice andguidance to the

businessareas

• Considers emerging risks

• Accountable to theAuditand Risk Committee

andBoard

• Group risk

• Principal risk

reviews

• Audit and

Boardreports

BUSINESS

RISK

MANAGEMENT

• Implements and maintains risk management

procedures

• Maintains risk registers including identification

ofrisk, mitigating controls and actions

• Division and

Department

riskregisters

TASK FORCE

ONCLIMATE-

FINANCIAL

DISCLOSURES

WORKING

GROUP

• Oversees climate specific risks and integrates

mitigation controls and actions intothe wider

riskstrategy

• TCFD report and

climate related

risk mitigation

approach

30 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

RISK MANAGEMENT

Risk arises both asa natural

consequence of doing business and

inthe pursuit ofourstrategy.

Our risk management approach is

governed through a robust framework,

andwe follow a consistent process for

the identification and review of risk.

The Board reviews these risks in the

knowledge that currently unknown,

non-existent or immaterial risks could

turn out to be significant in the future,

and ensures that arobust assessment

has been performed.

Role of the Board

The Board is responsible for effective risk

management and oversees a governance

model that incorporates an integrated

assurance model. It also formally

articulates the Group’s overarching

appetite and tolerance for risk.

Through our risk governance structures,

frameworks, processes and reporting

mechanisms, Directors are provided with

the information and insight needed to

make a robust assessment of the

Group’s most material risks and to

understand how they are being mitigated

and managed in line with theBoard’s

stated risk appetite and tolerance.

The Board is responsible for monitoring

the Group’s culture to ensure it

encourages openness and transparency

across the business, which directly

supports effective risk management.

Risk Appetite

The Group’s approach is to take a

long-term view of its business and to

assess all risks accordingly, while

ensuring we take opportunities to

deliver economic reward in line with the

Group’s strategy, asfollows:

• Risks should be managed consistently

and in line with the Group’s strategy,

financial objectives and guiding

principles

• Opportunities should only be pursued

where the scope for appropriate

reward is supported by an informed

assessment of risk

• Risks should be actively managed

andmonitored through the

appropriate allocation of management

and other resources.

Changes to Risk Scores Versus Prior Year

Consumer

DemandShifts

Financing Cost Inflation Health & Safety Sustainability &

Environment

Whilst many of the

changes in consumer

behaviour brought about

by Covid-19 are

undoubtedly here for the

long term, these trends

are now more

established and better

understood. The benefits

of our investment in our

digital transformation,

which allows us to easily

split our data by

segment, are now

embedded and being

used to the advantage of

our business and our

customers by improving

our ability to tailor our

offer across the estate.

The extension of our

existing facilities to May

2027 and improved

trading increasing

headroom means that

the likelihood of the

business being unable to

find suitable financing

when required has

decreased.

Interest rates and

inflation may have

peaked with food

inflation in particular

falling in recent months.

Taking into account the

decreasing inflationary

environment and our risk

mitigation measures,

such as hedging of

utilities, ourassessment

of the impact of overall

cost inflation has

reduced. As material

increases inthe National

Living Wage are

projected to continue,

our risk assessment of

wage inflation

specifically has diverged

from general cost

inflation, and therefore

wage cost inflation has

been split out as a

separate principal risk.

The rigorous set of

controls for the mitigation

of Health &Safety risks

has been embedded in

our business

foranumber of years,

and we have sustained

high levels of employee

training as well as strong

but still improving results

from thirdparty audits.

Embedding this

compliance culture has

led us to reduce our

assessment of the likely

impact of a Health &

Safety failing in

thebusiness.

The effects of climate

change arealready

apparent from the

frequency of extreme

weather events and

increasing global

temperatures. The work we

have undertaken to assess

the likely impact of climate

change on our supply

chains (see the TCFD

reporting on pages 43 to

56), combined with the

expected expansion of

legislation to tackle climate

change and increasing

investor scrutiny on all

areas of sustainability, has

increased our assessment

of the likelihood of this risk

impacting our business.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 31

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Risk Management Process

The Executive Team follows a clear,

simple and robust process to identify

the Group’s most significant risks,

incorporating both top-down and

bottom-up assessments:

• Both the Managed and Tenanted

businesses as well as the Support

Centre functions prepare their

material risks in registers which are

reviewed on a half yearly basis by

theExecutive Team

• This also includes a review of the

climate-related risks considered over

short, medium and long-term

horizons. The detail of our climate

related risks aredisclosed in our

TCFDreporting on pages 43 to 56

• We use a risk categorisation

framework to analyse the risk registers

• The risks identified through this

mechanism that are considered most

significant, in terms of their materiality

to the Group, are recorded in the

Group risk register

• Emerging risks are discussed

regularlyby the Executive Team

andescalated to the Audit and Risk

Committee as required

• In addition, the Audit and Risk

Committee conducts a deep dive on

specific risk areas based on the

judgement of the Committee, looking

at: changes in risk likelihood; changes

in the materiality of impact; any

changes to the mitigation; and

controls that are in place

• Every principal risk is assessed to

seewhether it could have a material

strategic or commercial impact, either

on its own or as part of a multiple

riskscenario

• The Executive Team ensures principal

risks are managed appropriately,

monitored and reported internally

andexternally

• At each half year, the Executive

Teamconsiders and challenges

whether risks are being managed

tothe tolerance approved by the

Board, using principal risk reports

tomonitor how far material financial,

operational and compliance controls

and mitigations have been

implemented, their effectiveness,

andhow close the current net risk

rating is to our risk tolerance

• The outcomes of half yearly reviews

considered by the Executive Team

arereported to the Audit and Risk

Committee and the Board, with

particular focus on risks that are

outside tolerance, and actions

areagreed

• Principal risk reviews also support

theAudit and Risk Committee and

Board in monitoring and reviewing

theeffectiveness of the Group’s

internal control framework.

Risk Assessment

We rate risks by considering their

potential financial and non-financial

impacts and the likelihood that they

willhappen, using a consistent rating

grid to compare and prioritise risks.

The risk rating takes into account the

controls and mitigations in place to

reduce the likelihood and/or impact

ofthe risk, itsimplementation status

andeffectiveness. Risk ratings are

regularlyreviewed to consider

whethertheexternal or internal

context,strategy, business objectives

orresources available to manage

therisk have changed.

The suitability of the controls and

mitigations are reviewed through robust

reporting and monitoring which creates

afeedback loop enabling a continuous

improvement process to be in place

regarding risk management.

This includes reviewing ownership

andaccountability ofrisks and

controlsacross the Executive

andManagement teams.

Assessment of Emerging Risks

As well as assessing ongoing risks,

wecontinue to consider how the

business could be affected by

emergingrisks. Our Executive Team

anddepartment heads horizon-scan

tomonitor any potential disruptions

thatcould dramatically change our

industry and/or our business, from

botha risk and opportunity perspective,

tounderstand the changing landscape

and take appropriate actions. It is

oftenpossible to predict the potential

impacts of emerging risks, but it is more

challenging to predict their likelihood,

timing and velocity.

The emerging risks we consider most

likely to impact the business include:

• Change of UK Government – there

isarisk that a change of Government in

July 2024 would bring about legislative

changes requiring adaptations to the

business’s operations

• Geo-political instability – the effects

ofincreasing global tensions could

include further inflationary pressures

as well as changes in consumer

confidence and tourism

• Artificial Intelligence – there are

risksassociated with the use of

AItechnology both by and against

thebusiness.

32 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

RISK MANAGEMENT continued

Risks

Economic Environment

Consumer Demand Shifts

Information Technology/Cyber Security

Financing

Cost Inflation

Wage Cost Inflation

Supply Chain

Recruitment & Retention

Health & Safety

Future Pandemic

Sustainability & Environment

Annual impact to profit before tax

Likelihood

Impact

5 6

The following heatmap sets out the impact and likelihood scores for our

principal risks, and further details of these risks are set out in the table below.

The analysis is not intended to be a comprehensive list of all risks actively managed by the business. The key financial risks are

detailed in Note 25 to the financial statements.

Risk Key

Decrease Increase No change

PRINCIPAL RISKS

1. Economic Environment

Movement

Owner Description Control and Risk Mitigation

Chief Executive

The inflationary environment, cost of

living increases and the threat of recession

could have an impact on demand.

In addition, the impact of strike action –

particularly transport strikes – has a

significant impact on our city centre sites.

We closely monitor our cash flow to ensure we maintain

anappropriate level of liquidity, continue to keep a diversified

estate and review the composition.

Our core customer group is typically at higher income levels,

which helps mitigate some of the effects of inflationary

pressures on our business.

We are able to adjust our variable cost base to reduce the

impact of strike action on our overall profitability.

2. Consumer Demand Shifts

Movement

Owner Description Control and Risk Mitigation

Marketing

Director

The Group’s ability to anticipate and

react to consumer demand remains key

to its continued success.

Changes around working from home and

the corresponding demand shift in city

venues vs rural continue to be relevant,

asdo trends towards healthier and

environmentally sustainable options.

Management monitor and research trends for each of our

keycustomer groups; gathering consumer feedback and data

through Net Promoter Score surveys, online and social media

reviews, customer complaints, purchasing records and basket

analysis. This allows us to be focused in providing the right offer

to the right customer whilst analysing retail pricing andmarket

share data to ensure we are competitive but stillpremium.

Our use of digital tools enables us to maximise visit

frequency and spend from existing customers, and to

targetnew ones.

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PRINCIPAL RISKS AND UNCERTAINTIES

3. Information Technology/Cyber Security

Movement

Owner Description Control and Risk Mitigation

Finance Director

The Group is increasingly reliant on its

information systems to operate, and

trading would be affected by any

significant or prolonged failures and/or

data loss. In addition, the sophistication

of cyber attacks continues to increase.

Our IT function has a range of facilities and controls in place

to ensure that, in the event of an issue, normal operation

would be restored quickly. These include a formal IT

Recovery Plan, online replication of systems and backup data

centres, and external support for hardware and software.

We continue to introduce more preventive measures to reflect

the increased risk. These include external reviews of our IT

controls and a range of assessment and training for all team

members who have access to our network.

4. Financing

Movement

Owner Description Control and Risk Mitigation

Finance Director

Interest rates may still increase in the

future, adversely impacting profit, and/or

there could be a risk of breaching

financial covenants. Should there be a

downturn in market conditions which

could affect liquidity we may be unable

to find suitable financing when required.

Our current financing facility runs until May 2027, and

improved trading has increased headroom. We maintain

goodrelationships with our current lenders. The predominately

freehold nature of our business means wehave the ability to

offer more certainty than many in our sector when raising

finance, and alternative financing approaches are available.

We closely monitor our cash flow and control of investments

to ensure we maintain appropriate levels of debt cover.

We have an interest rate cap and collar in place to mitigate

some of the impact of rising rates.

5. Cost Inflation

Movement

Owner Description Control and Risk Mitigation

Finance Director

Although there has been some softening

of the rate of increase there remains a

risk of rising input costs acrossall areas,

including food, drink and utilities.

We regularly monitor prices using relevant commodity

databases, review forward-looking inflation, and all key

contracts are competitively tendered. We frequently review

our margin, and our retail prices compared with our

competitors. This allows us to act quickly if there are

significant changes in input costs.

Our property management platform allows us to control

propertycosts.

Our preference is to have long-term agreements in place.

We have a Long-Term Supply Agreement (“LTSA”) inplace

with Asahi Europe & International Ltd for the supply of beer,

cider and other beverages to 2029, which caps the increase to

below CPI.

The majority of our energy use is covered by fixed-term

prices. For the current financial year, we are fully hedged for

both gas andelectricity.

34 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

PRINCIPAL RISKS AND UNCERTAINTIES continued

6. Wage Cost Inflation

Movement

Owner Description Control and Risk Mitigation

People & Talent

Director

Staff costs are expected to be impacted

by further changes to the National Living

Wage, a tightening of labour supply, and

the demand for higher wages due to the

cost of living increases and inflation.

We aim to mitigate the risk of staff cost increases through

operational efficiency and continued optimisation of

staffinglevels.

7. Supply Chain

Movement

Owner Description Control and Risk Mitigation

Retail Director

There is a risk that failure in our supply

chain may damage customer satisfaction

and could impact the profitability of the

Group. Any large-scale issue with

out-of-stock items could have an impact

on trade in our businesses.

We have also identified a potential

long-term risk to our supply chain as a

result ofclimate change.

The LTSA in place with Asahi Europe & International Ltd

forthe supply of beer, cider and other beverages ensures

thatproducts will meet certain brand performance metrics,

andthe supply service is subject to key performance

indicators (“KPIs”).

All other key suppliers are subject to service and quality KPIs

which are monitored on a monthly basis. Our preference is

for long-term agreements which enable strong relationships,

and wework with smaller suppliers to ensure that they grow

healthy sustainable businesses outside of their agreement

with Fuller’s.

We have a reputation of honesty, trust and fairness, and our

long-term collaborative approach has meant our suppliers

continue to fulfil our needs. These relationships, coupled with

our ability to replace and adapt our customer offering, help us

to mitigate supply chain challenges. We seek to understand

more about products at risk as a result of climate change and

look to identify ways to mitigate this risk over time.

8. Recruitment & Retention

Movement

Owner Description Control and Risk Mitigation

People &

TalentDirector

The recruitment and retention of high

calibre team members is fundamental

toour ability to deliver a distinctive

experience forour customers, and to

support our continued growth.

While recruitment challenges have eased

slightly over the last year, recruitment and

retention remain key focus areas for us.

Due to our extensive listening work, we know that our

teammembers stay with us because of the supportive and

inclusive culture of the business and because of the career

paths we offer, supported by training at all levels.

We continue to invest heavily in training and development,

including apprenticeships, and this year have launched a

bespoke Leadership programme. We benchmark pay for our

pubs teams quarterly, and annually for our support office

colleagues, to ensure it remains competitive.

We also regularly review our benefits, taking feedback from

our listening channels. We have succession plans in place for

key roles and have a strong track record of growing our own.

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9. Health & Safety

Movement

Owner Description Control and Risk Mitigation

Retail Director

The Health & Safety of our employees

andcustomers, and the general public

when on our estate, is a key priority

forus.

There is a risk that we do not adhere to

the highest health and safety standards,

further increased by the large number

ofsites weoperate.

There is a risk of a customer suffering

from our staff failing to deliver our

allergens policies and procedures.

We have a comprehensive training programme in place for

ouremployees covering all aspects of health and safety.

All sites complete a risk assessment and are required to

undertake detailed weekly and monthly compliance checks

whichare then subject to review by our in-house health and

safety team. The allergen procedures we have implemented

to manage the risks are continuously reviewed to ensure

controls remain appropriate.

We continue to utilise the services of expert third party

healthand safety consultants to undertake annual audits

covering food, fire and general health and safety risks on

allour sites and to perform detailed investigations in

instances where an incident does occur.

10. Future Pandemic

Movement

Owner Description Control and Risk Mitigation

Chief Executive

The Covid-19 outbreak had a seismic

impact on our industry, most obviously

through the closure of all our pubs and

hotels followed by the enforced social

distancing and other restrictions.

There remains some risk of subsequent

pandemics, either entirely new strains of

a virus or evolutions of the current strain,

and a government strategy in response to

this that negatively impacts the business.

We closely monitor our cash flow to ensure we maintain

anappropriate level of liquidity, continue to keep a

diversifiedestateand review the composition in the light

ofrecent events, negotiating more flexibility into leases

goingforward, keeping strong ties with government,

buildingon our pandemic response plan, and maintaining

and enhancing our flexibility in our customer offering and

operational procedures.

11. Sustainability & Environment

Movement

Owner Description Control and Risk Mitigation

Chief Executive

Through our Climate Risk disclosure we

have identified that climate change could

have a material impact on our supply

chain under certain climate scenarios.

Uncertainties over how these risks will

evolve may impact product availability

which could lead to reduced revenues

and profit. This could also impact trust

and reputation among customers,

investors and other stakeholders.

The Group has committed to the Net Zero Carbon Roadmap

to Net Zero by 2030 for Scope 1 and 2 and 2040 for Scope 3.

We have underpinned this commitment in setting carbon

reduction targets out to 2030 in line with the Science Based

Targets initiative’s 1.5 degree scenario. We are already

working on energy usage and supplier engagement to

mitigate carbon emissions.

Our TCFD reporting helps us to identify and assess key risks

and opportunities and the impacts of climate change to our

business. As part of our scenario analysis, we have assessed

the impact on our direct business and our supply chain and

set out a plan to mitigate these risks over time.

We have implemented our Life is too good to waste

programme which is across our people, communities

andplanet.

Our Sustainability Director has identified a programme of

changes and initiatives in our pubs, hotels, support office

andsupplier base to help us grow in a sustainable way.

36 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

PRINCIPAL RISKS AND UNCERTAINTIES continued

Life is too

good to waste

OUR

PLANET

OUR

COMMUNITIES

OUR

PEOPLE

Life is too good

to waste

SUSTAINABILITY

AT FULLER’S

Our Life is too good to waste

programme provides a clear

path, with strong goals, for

our sustainability journey. We

protect and respect the things

that matter – our people, our

planet and our communities.

OUR PEOPLE

Our people are the key to our success. We have confidence in our people

andwe want to make sure that they have confidence in us. We are committed

tocreating inclusive workspaces – where everyone can belong. Our team

members’ individualities are what makes Fuller’s such a vibrant and inspiring

place to work, and we aim to support everyone’s right to be themselves.

We areproud to celebrate individuality.

OUR COMMUNITIES

Fuller’s pubs and hotels have always been at the heart of their communities.

The Fuller’s cartouche above the door is a strong image that our communities

know they can rely on. We are committed to donating 1% of our profits to

charity – but we also provide a place for locals to host events, gather with

like-minded people and make new connections.

OUR PLANET

Future planning has kept Fuller’s thriving for nearly 180 years. We know

ahealthy planet is essential to the future of our business, people and

communities. We know that there is a lot of work to be done to reduce

ourimpact on the planet – but we trust that our commitment to Net Zero,

amongother initiatives, will help us play our part in protecting the planet.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 37

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SUSTAINABILITY REPORT

2024 Highlights

Our first fully electric pub

London

Essence

waste to landfill

OPENED

THE ADMIRALTY

10%

50%

58%

75%

ZERO

tonic dispense

solution saved

use of 61k glass

bottles

Reduced our operational

carbon emissions by

Trialled

Grassroots beef

Committed to reduce

our food waste by

by 2030 –

as signatories of the

Courtauld Commitment

– resulting in a 52% reduction in

carbon emission related to beef

recycling rate

of our Managed estate

Electric

kitchens in

litres of cooking oil recycled,

avoiding 632T of CO

GREEN GOBLET

328K

reusable cups

saved 186k single-use

plastic cups at The

Cabbage Patch across

all event days

38 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

SUSTAINABILITY REPORT continued

100%

£218K

£13K

£44K

£5K

224

LAUNCHED

INCLUSION GROUPS

team members aged over

50 recruited

team members with

intellectual disabilities

through Rest Less

Special Olympics

local causes

Annual Sausage Roll

Off raised

Apprentices

for Only a Pavement Away

donated to

Launched employee-led

across our Managed estate and 22

Tenanted sites

renewable electricity

Intellectual Disability

Hiring Guide

Made in Hackney

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 39

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OUR

PEOPLE

OUR

COMMUNITIES

We have worked with our charity

partner, Special Olympics GB, to launch

a guide for our managers on recruiting

team members who are neurodiverse

orhave intellectual disabilities (“IDs”).

There are 1.5 million people living with

an ID in Great Britain and only 6% are

inpaid employment. As part of our

inclusivity programme, we set the goal

of employing at least 20 people with IDs

by July 2023.

To help achieve this, we held workshops

with General Managers from a handful

of our pubs – and invited some Special

Olympics GB athletes along to share

their experiences of employment.

The athletes, Matt Dodds and Mitch

Camp, shared invaluable information on

reasonable adjustments that we, as an

employer, can easily make to help them

in the workplace.

We then worked in partnership with

Special Olympics GB and the Licensed

Trade Charity (“LTC”) to create a helpful

guide for our managers. The guide

covers every part of the recruitment

journey – including tips on how to

makejob adverts accessible and clear

that the position is open to all, hints on

interviewing those with IDs, steps to

take when onboarding the new team

members and things to consider during

their induction.

The guide has been launched internally

initially – with a guide sent to every

managed site, and offered to all of our

tenanted pubs. We are also going to roll

it out to the wider industry with the help

of the LTC.

Fuller’s is committed to donating 1%

of profit to charity. We are extremely

proud of our relationship with our

charity partner Special Olympics GB

– but we also support other causes

that are local to our West London

home, and our pubs and hotels.

OnSide is a youth charity that

buildsYouth Zones in the most

disadvantaged areas in England.

Fuller’s is one of the founder patrons

of OnSide’s new Youth Zone, WEST,

in West London – which opened in

April 2024.

As well as donating £150,000 to the

development, we are looking at how

we can further our partnership with

WEST – such as our chefs running

cooking sessions to inspire young

people to cook healthy and nutritious

meals, Fuller’s team members

volunteering at the Youth Zone, and

providing information and support on

employment and apprenticeships.

Fuller’s Chief Executive, Simon

Emeny, was invited to an opening

event at WEST alongside special

guest, William, Prince of Wales.

40 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

SUSTAINABILITY REPORT continued

OUR

PLANET

Electric Kitchens

To support our journey to Net Zero, we

are committed to acquiring 100% of our

electricity from renewable sources –

such as hydro, wind and solar. To shift

our sites to zero carbon energy sources,

we need to transition our sites that have

been historically powered by gas to

electricity. As part of this transition, we

have started to install electric equipment

in our kitchens. This year, we have

transitioned nine of our gas-led kitchens

to electricity.

Grassroots Beef

We know from our review of our carbon

footprint that beef makes up a significant

part of our Scope 3 carbon emissions.

In March 2024, we introduced Grassroots

beef to a number of our sites as part of

atrial to introduce products that are

lesscarbon intensive on our menus.

Grassroots beef is farmed using

methods that have less of an impact

onthe planet.

Founded by Alastair Trickett, James

Evans and James Daniel, Grassroots

isacollective of farmers that provides

asupply of beef from farms that have

been audited and certified to

Grassroots’ regenerative farming

standards. Grassroots beef is

independently assessed using the

FarmCarbon Toolkit – which measures

carbon emissions. The toolkit found that

beef from Grassroots farms produces

half the amount of carbon of typical beef

herds in the UK.

Grassroots incorporates six principles

within its standards – including animal

welfare and protecting the local

environment. It’s been proven that this

approach can reduce emissions from

beef by up to 52% when compared

withtypical beef farmed in the UK.

When farmed following all six principles,

the beef produced not only has less

impact on the planet, it is also extremely

high quality.

This is in addition to the existing seven

kitchens that were already fully electric.

The changes have led to a significant

reduction in gas usage on these sites,

between 40 and 100%, with nominal

increase in electricity consumption.

The Admiralty on Trafalgar Square

reopened in April 2023 as one of our

firstfully electric pubs. This not only

eliminated the pub’s gas usage entirely –

but we also saw a reduction of

approximately 20% in its electricity usage.

Another benefit of electric kitchen

equipment is that it only switches on

when in use – unlike gas equipment,

such as hobs, which are often left on

during food service times. It has also

ledto our kitchens being cooler in

summer months. Feedback from our

chefs who use the electric equipment

shows that it makes for a much more

pleasant working environment.

The Willow, Bourton-on-the-Water

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FY21 FY22 FY23 (restated)** FY24

Scope 1 energy consumption kWh

23,590, 317.4 43,047,444.9 40,972,459.3 38,470,945.3

Scope 2 energy consumption kWh 18,503,251.4 30,438,473.0 32,767,748.3 32, 907,053.3

Scope 3 energy consumption kWh 202,475.6 827,608.5 1.025,618.3 1,034,448.7

Total energy consumption kWh

42,296,044.4 74,313,526.4 74,765,825.9 72,412,447.3

Scope 1 emissions tCO

e 4,419.1 8,119.0 8,007.5 7,791.0

Scope 2 emissions tCO

e 4,313.8 6,463.0 6,336.6 6,553.8

Scope 3 emissions tCO

e 47.6 928.3 253.0 249.4

Gross Scope 1, 2 and 3 emissions tCO

e 8,780.5 15,510.3 14,5 97.1 14,594.2

Net Scope 1, 2 and 3 emissions tCO

e 8,780.5 11,910.6 8,260.5 8,147. 3

Gross intensity ratio: tCO

e / turnover £m 120.0 61.1 43.4 40.7

Net intensity ratio: tCO

e / turnover £m* 120.0 46.9 24.5 22.7

* Fuller’s purchases renewable electricity in the majority of buildings and therefore associated emissions can be deducted from the gross total

to give net emissions, also known as market-based emissions.

** FY2023 has been restated due to additional information becoming available.

Observations from SECR review

Fuller’s continues to reduce net carbon

emissions through a commitment to

energy saving and switching

consumption from non-renewable gas

and stationary fuel (liquefied petroleum

gas and heating oil) to renewable

electricity supply. In addition, Fuller’s

has moved nearly all Company-owned

vehicles to electric.

A baseline period of 1 April 2019 to

31 March 2020 has been selected as

thisreflects a more appropriate

representation of a normal trading

period when compared to the following

year, due to the global pandemic which

greatly affected business operations and

significantly reduced trading, and thus

reduced energy consumption.

Since establishing the baseline

performance levels, Fuller’s has

continued to explore opportunities to

reduce energy consumption and

establish an energy saving strategy

forthe business. The opportunities

forenergy reduction explored to

dateinclude:

• Behavioural change programmes to

focus on energy reduction

• The introduction of smart meters to

measure, monitor and reduce usage

• Energy controls introduced in cellars

and walk-in fridges

• The electrification of kitchen, heating

and hot water systems

• More regular heating servicing

andthe use of EndoTherm and

heatrecovery for water to reduce

gasusage

• LED lighting as standard in all sites

• On-site energy audits to facilitate

targeted initiatives and identify areas

of capex spend.

These actions are leading to a continued

drive for energy efficiency as illustrated

in the repeated reduction shown in the

intensity ratio metrics year on year.

42 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

STREAMLINED ENERGY AND CARBON REPORTING (“SECR”) REPORT

This report details Fuller’s greenhouse

gas (“GHG”) emissions and energy use

for FY2024.

Methodology:

Fuller’s has collated data relating to its

Scope 1 and Scope 2, and partial Scope

3 emissions, and energy use for

activities over which it has financial

control. The calculations have been

made in line with HM Government

Environmental Reporting Guidelines and

the GHG Protocol methodology.

The table below summarises emissions

and energy use in recent years:

Reporting of Scope 3

Greenhouse Gas Emissions

Fuller’s commitment to Net Zero is in

line with the Science Based Targets

initiative. Moving forward, Fuller’s

intends to report its Scope 3 carbon

emissions on an annual basis.

This year, we are pleased to report for

the first time our full Scope 3 emissions

– which have been calculated in

accordance with the Greenhouse Gas

Protocol. These are detailed below for

FY2024 as well as for FY2020, which is

the base year for our near-term targets

and Net Zero commitment.

Baseline Results

FY2020 FY2024

Scope 3

GHG emissions

tCO

71,631** 70,159

* These metrics have not undergone external

verification or assurance.

** Updated from 74,756 tCO

e to 71,631 tCO

to reflect improvements to data and

methodology since first calculating and

submitting our Scope 3 emissions to the

Science Based Targets initiative in 2023.

Below is a breakdown of Fuller’s Scope 3 carbon emissions showing the key

areasofemissions:

Total Scope 3 tCO

e FY2024

1 Includes emissions from procured food and drink – including from transportation.

2 Includes emissions from stationary gas, electricity, and company vehicle use not included in

Scope 1 and Scope 2 at our managed properties – as well as from water use, on-site waste

disposal, and employee commuting.

3 Includes emissions from stationary gas and electricity use from our Tenanted properties.

These include both Fuller’s branded franchises and non-branded leased out properties.

4 Includes emissions from the disposal of sold products by customers off-site, business travel,

and the procurement and transport of non-food and drink consumable products.

Food and drink

Managed sites

Tenanted sites

Capital goods and services

Other

35,733

51%

70,159

tCO

16,037

23%

3,367

6,677

8,345

12%

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TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (“TCFD”)

Introduction

The year ending 30 March 2024 represents the third year in which we have disclosed our climate related risks in line with the

TCFD framework. With last year’s report representing a significant development in the maturity of our TCFD reporting activities,

we are pleased to continue our progress. We have reviewed and reconfirmed the assessment of our climate related risks and

opportunities; conducted further scenario analysis on them; and developed new metrics and targets to advance our approach to

managing and monitoring climate related risks. We continue to view our TCFD disclosures as an evolving area of work for the

business. As we progress and advance our understanding of climate related risks and opportunities, we will seek to keep

enhancing the maturity ofourdisclosures.

The table below sets out where in this report you can find our TCFD disclosures for each of the framework’s recommendations:

TCFD disclosure recommendations FY2024 compliance Page reference for disclosure

Governance

✓

Pages 45 to 46

a. Describe the Board’s oversight of climate-related risks and

opportunities.

✓

b. Describe management’s role in assessing and managing climate-

related risks and opportunities.

✓

Strategy

✓

Pages 46 to 47

a. Describe the climate-related risks and opportunities the organisation

has identified over the short, medium and long term.

✓

b. Describe the impact of climate-related risks and opportunities on

theorganisation’s businesses, strategy, and financial planning.

✓

c. Describe the resilience of the organisation’s strategy, taking into

consideration different climate-related scenarios, including a 2°C

orlower scenario.

✓

Risk Management

✓

Pages 48 to 51

a. Describe the organisation’s processes for identifying and assessing

climate-related risks.

✓

b. Describe the organisation’s processes for managing

climate-related risks.

✓

c. Describe how processes for identifying, assessing, and managing

climate-related risks are integrated into the organisation’s overall

riskmanagement.

✓

Metrics & Targets

✓

Pages 52 to 56

a. Disclose the metrics used by the organisation to assess climate-

related risks and opportunities in line with its strategy and risk

management process.

✓

b. Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse

gas (“GHG”) emissions and the related risks.

✓

c. Describe the targets used by the organisation to manage climate-

related risks and opportunities and performance against targets.

✓

44 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

TCFD continued

Governance

Our approach to the governance of

sustainability and climate related

matters remains unchanged this year.

We firmly believe that our top-down and

bottom-up approach to managing risks,

with responsibility integrated

throughout the business, ensures that

we manage our climate related risks

appropriately, while continuing to

deliver on the business strategy.

The Board

Fuller’s Board continues to take overall

responsibility and accountability for the

management of all of our risks and

opportunities, and this includes our

climate related risks.

The Audit and Risk Committee supports

the Board in its execution of this

responsibility, through both its oversight

of our integrated risk management

assurance model and its consideration

ofthe potential materiality and impact

ofclimate related risks. This forms a key

part of the Committee’s broader role in

ongoing risk management. As part of

itscontinued support to the Board,

theCommittee receives briefings, at

appropriate junctures, on the progress of

the TCFD work to date and our plans for

further development. These updates are

provided throughout the year, with input

and advice from senior leaders, such as

the Property and Sustainability Directors,

to guide the Committee’s consideration

and oversight of our TCFD work.

More broadly, the Board also considers

the business’s material climate related

issues when reviewing strategic projects

and business objectives, such as the

acquisition of new sites or investment in

redevelopment of existing sites, to

ensure that the business continues to

perform in the short and long term.

This process is informed by the updates,

support and advice provided by senior

leaders in the business to the Board as

described above.

Executive Team

Our Executive Team provides the crucial

link between the business’s day to day

management of climate related matters

and the strategic consideration and

oversight of them by the Board.

The Chief Executive holds overall

responsibility for all sustainability

matters, including climate change, and

oversees the delivery of our Life is too

good to waste strategy. The Finance

Director supports the Chief Executive in

this area and is the designated Board

member responsible for overseeing our

TCFD work programme.

Our senior leadership team, the

Sustainability Director and the

Environment Committee support the

Executive Team in delivering our

sustainability agenda and TCFD work

programme. The Sustainability Director

acts as a key link between the Board,

theExecutive Team, the Environment

Committee and our senior leadership

team. Regular updates on the TCFD

workprogramme are provided by

theSustainability Director to the

Environment Committee, Audit and

RiskCommittee and the Finance

Director. The Environment Committee

isone of our Sustainability Committees.

It is chaired by the Retail Director, who

oversees the delivery of our climate

related targets and objectives and is

amember of the Board.

Through this integration of our

Executive Team and senior leaders

inthegovernance of our climate related

matters, we ensure that these topics

areconsidered as part of the business’s

strategic and financial planning.

This complements and informs

theBoard’s strategic consideration

ofclimate related matters, as set

outabove.

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Senior leadership team and

internalstakeholders

As detailed in last year’s disclosure,

ourTCFD Working Group represents

theprimary forum through which we

progress our work on identifying and

managing the business’s climate related

risks and opportunities. It is convened

bythe Sustainability Director as a

sub-committee of the Environment

Committee and membership is drawn

from our senior leadership team.

Current Working Group members

include the Property Director, the Group

Financial Controller, the Food & Drink

Director, the Company Secretary, and

theGroup Tax and Risk Manager.

Outside of this forum, our Sustainability

Director leads the day to day work on

our sustainability, climate and TCFD

agendas, and works with departments

across the business to ensure we are

delivering on our sustainability

commitments. The Sustainability

Director also provides regular updates

to the Board on our sustainability and

TCFD work, including our climate related

risks and opportunities, and our

performance against the targets and

objectives that we have set ourselves.

The business’s performance against

these sustainability targets and

objectives is described on pages 52 to

56 and forms part of the criteria for the

remuneration of our Executive Team.

Further detail on this can be found on

page 102.

Strategy

Our approach to strategy disclosures

With last year’s disclosures representing

a significant development of our

approach to TCFD, we are pleased to

have continued this trend this year

through our TCFD work programme.

A primary focus has been understanding

in greater depth the exposure to climate

risk in our supply chain. Further detail

on the work we have undertaken in this

area is provided in the scenario analysis

section below.

We have also completed our annual

review and confirmation of the

business’s key climate related risks and

opportunities. These remain unchanged

from our disclosure last year and are set

out below. We define these key climate

related risks as those that we consider

potentially material to Fuller’s, its

investors and its other stakeholders.

Further information on how we identify,

assess and manage our climate related

risks is provided in the Risk Management

section of this disclosure.

46 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

TCFD continued

We continue to recognise the

importance of taking an approach to

climate related risks that allows the

business to identify potential risks early,

actively monitor them and implement

mitigation strategies. We believe that

our current approach provides this for

the business and positions us well to

take advantage of the opportunities

thatwill be presented by a transition

toalow carbon economy.

Scenario analysis

Last year, we completed our first climate

scenario analysis, and this involved the

use of qualitative and, for selected risks,

quantitative analysis to understand how

the business’s key risks could evolve in

different climate scenarios. Scenario

analysis – as identified by the TCFD

framework – is a key tool to support the

business’s assessment of its key climate

related risks, and we are pleased to have

continued to develop our use of this tool.

This year, one of the focus areas of

ourTCFD work programme has been

todevelop our understanding of the

business’s exposure to climate related

risks in the supply chain. This focus is

animportant area of interest, and this

was reinforced by last year’s TCFD work,

which identified “increased supply chain

disruption” as one of the business’s key

climate related risks (as set out in the

risk table on the next page).

As in last year’s exercise, we have

continued to use the scenario analysis

tools and framework published by the

Network for Greening the Financial

System (“NGFS”)

. This regularly

updated resource remains a highly

valuable inputfor our scenario analysis

work. For continuity and comparability,

we have used two of the three scenarios

– “Current Policies” and “Delayed

Transition” – that were used in last

year’sscenario analysis. We used

thesescenarios to conduct qualitative

scenario analysis of our key food

anddrink supply chains to further

understand how our business and

suppliers could be impacted by a

changing climate up to 2050. With

aparticular focus on the potential

impact of physical climate risks, we

wereparticularly interested in these

twoscenarios, given their association

with GHG emissions and global warming

trajectories above a 1.5-degree future.

As our own scenario analysis work

conducted this year recognised, climate

change has been identified as a

significant risk to the UK and European

food and drink sector. Cognisant of this

risk, and building on our own work,

wehave begun to integrate these

considerations into the business’s

strategic planning for sourcing and our

supply chains. The implementation of

this work is reflected in our updated

approach to Metrics & Targets, where

we have included a new target on supply

chain engagement. More detail on the

new target can be found in this section

of the disclosure.

With this being only our second year

conducting climate scenario analysis,

werecognise that this area continues to

represent a complex and relatively new

process for the business. However, we

continue to develop our approach and

are looking to further our work in this

area such that we can provide further

insights in our future TCFD disclosures.

Our identified climate related risks,

opportunities and consideration of

our resilience

In the table on the next page, where

weset out our key climate related

risks,we categorise each one as either

aphysical or transition risk and set out

the timeframes in which we see them

potentially materialising as impacts

onour business.

These timeframes have been defined

based both on the nature of climate

related risks, which generally require

organisations to take a long-term view

beyond traditional business planning

cycles, and how we view the life of our

physical assets and business models.

The periods are therefore defined as:

short (1-5 years); medium (5-15 years);

and long (>15 years).

The risks listed in the table represent

those that we have identified as key

forthe business across these time

horizons. For each risk, we have set out

how we view them and their potential

impact onFuller’s, as well as detailing

the mitigation activities identified as

strategies to control and mitigate the

potential impact.

Where relevant, we have indicated

whether these mitigation strategies have

already been implemented, are planned

in the near future, or are currently being

considered as part of the business’s

strategic and financial planning.

As appropriate for these risks and the

dynamic picture that climate change

presents, we continually review our

mitigation strategies to ensure that the

business’s approach remains resilient to

the potential impacts of climate change.

In light of the approach to climate

related risks and information set out

above, each year, we consider the

business’s overall resilience to climate

change. We base this judgement on a

consideration of the risks that we have

identified as key to the business; the

mitigations we have in place; and the

insights gathered from our TCFD work

programme and scenario analysis.

This year, it remains the business’s

viewthat climate related risks do

notrepresent a material concern to

thebusiness in the short term, and

thatthere are currently no material

concernspertaining to the resilience

ofthe business or our strategies.

1. The Network for Greening the Financial

System (“NGFS”) is a group of central

banks and supervisory bodies that share

best practice and analytical tools to

support climate risk management in the

financial sector. In recognition of the value

and broader applicability of the Group’s

work, corporate organisations outside

ofthe financial sector, such as Fuller’s,

have also engaged with the NGFS’s

guidance to develop their approach to

climate scenario analysis.

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Risks

Risk Type of risk?

Risk

sub-category Timeframe

How do we define this risk and

see it impacting our business? Mitigation activities

Introduction

of a carbon

tax

Transition Policy Medium The introduction by the UK

Government of mandatory

carbon pricing.

This risk could lead to

adirect cost to the

businessbased on our

direct Scope 1 and Scope 2

operational emissions.

• Our science-based targets were

approved by the SBTi this year, and

wehave committed to reducing

ourabsolute Scope 1 and 2 GHG

emissions 42% by FY2030 from a

FY2020 base year. We have also

committed to reducing our absolute

Scope 3 GHG emissions 25% within

the same timeframe.

• We are in the process of implementing

our decarbonisation plans to deliver

these targets and in parallel, will be

looking to develop our first climate

transition plan over the next two years.

• Our recent decarbonisation actions

include moving to 100% renewable

energy supply for our Managed estate;

pursuing electrification of sites where

possible; shifting to low global

warming potential refrigerants; and

transitioning the company car fleet to

electric vehicles.

Legislative

changes

to support

climate

change

initiatives

Transition Policy Medium The introduction by the UK

Government of mandatory

policies to support the

transition to Net Zero in

2050 (e.g. more stringent

legal requirements for

minimum energy

performance standards in

commercial properties).

This could result in

increased costs as the

business adapts to comply

with any new legislation

(e.g. the need to invest in

our properties to raise

Energy Performance

Certificate (“EPC”) ratings).

This could also lead to an

increased risk of costs

associated with non-

compliance.

• The implementation of our climate

andbroader sustainability strategy,

which will lower our overall impact

asa business, should position the

business well to respond to potential

legislative changes.

• Our Sustainability Director continues

to work with external consultants and

industry bodies to monitor potential

legislation that may impact our

business and regularly meets with

theExecutive Team and the Board, to

keep them informed of any relevant

developments and how the business

may need to respond.

• Regarding proposed legislation

onincreased Minimum Energy

Efficiency Standards, we are aware

ofour Tenanted estate’s current

performance and the changes

thatwould be required.

Energy

price

volatility

Transition Market Medium The fluctuation of energy

prices as economic

conditions, supply

availability and changing

weather patterns affect

theenergy market.

This could result in

increased operating costs

for properties in our

Managed estate. In our

Tenanted estate, under

extreme energy price rises,

this could result in a loss

ofincome if tenants were

unable to meet the

obligations of their leases.

• We are exploring opportunities to

secure long-term electricity supply

forour Managed estate through on-

and off-site renewable installations,

such as a power purchasing

agreement (“PPA”).

• We are implementing an energy

efficiency strategy across our

Managed estate to reduce on-site

energy consumption.

• We continue to engage with our

Tenanted estate to help them

effectively manage their energy

useand costs.

48 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

TCFD continued

Risk Type of risk?

Risk

sub-category Timeframe

How do we define this risk and

see it impacting our business? Mitigation activities

Increased

supply

chain

disruption

Physical/

Transition

Chronic/

Market

Medium/

Long

Disruption in global

supplychains arising

asasecond-order effect

ofeither physical or

transitionrisks.

This risk could lead to

increased procurement

costs and, in some cases,

the reduced availability

ofproducts for our sites.

This could, in turn,

haveanimpact on

customerdemand.

• The scenario analysis conducted this

year on the potential impact of climate

change on our supply chain has further

informed our strategy to mitigate our

risks in this area.

• We continue to pursue, where

appropriate, a diversified supplier

base, which we believe will allow the

business to adapt to potential

disruption more effectively.

• In 2024, we have plans to engage with

our key suppliers on sustainability

issues, including climate risk, to

understand what actions they are taking

to address their own impacts and risks.

See the Metrics & Targets section of this

disclosure for more detail.

• More broadly, our flexible food and

drink offering prevents over-reliance

on any single product/category of

product. We continue to prioritise the

use of local and seasonal produce

where possible.

Flooding Physical Acute/

Chronic

Short Increased inland and

coastalflooding due to

more frequent and severe

precipitation and rising

sealevels.

This risk would primarily

affect properties in the

estate that are in flooding-

prone areas and result in

costs for the business

associated with repairs and

business interruption,

where these are not covered

by insurance. In the longer

term, the businesses could

also see increases in

insurance premiums and

reduced asset values for

sites that are highly

impacted by flood risk.

This risk could also

manifestin any proposed

site acquisitions and this

istherefore something

thatwetake into account

when considering such

strategic projects.

• We are aware of the risk exposure of

our estate at a property level, for both

inland and coastal flooding, and have

suitable insurance provisions in place.

These provisions are reviewed

annually to ensure they remain

appropriate.

• For properties considered particularly

exposed to this risk, we engage with

local partners, such as the

Environment Agency, to implement

mitigation measures, including flood

defences or dredging, where possible.

The business has also invested in

these sites to improve their resilience,

for example, through the installation of

site flood defences.

• We plan to actively evaluate our

exposure for certain at-risk properties

in the medium to long term and

explore how this can be mitigated

appropriately.

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Risk Type of risk?

Risk

sub-category Timeframe

How do we define this risk and

see it impacting our business? Mitigation activities

Water

stress and

drought

Physical Acute/

Chronic

Medium Drought events and/or

prolonged periods of

abnormally dry weather

leading to water scarcity.

This risk could lead to

increased operating costs

for properties in our

Managed estate as the cost

of water supply increases.

In some cases, business

interruptions costs may also

arise where localised

droughts severely impact

water availability on sites.

This risk could also lead to

disruption in our supply

chain. For example, it could

disrupt the supply of key

beverages, such as beer.

• We continue to manage our properties’

water use by proactively identifying

and repairing leaks in partnership with

our water consultants.

• We are investing in the estate to

improve water use efficiency through

the installation of low flow taps,

showers and toilets. We work with

ourlandscaping contractors to

minimise use of water through the

installation of drip watering for

hanging baskets and planters.

Heat stress Physical Chronic Medium Prolonged periods of

abnormally hot weather

affecting the operation

ofFuller’s sites.

This could affect our

business through

(temporary) changes in

customer demand during

sustained periods of hot

weather and the need

forincreased capital

investment to manage the

impact of hotter weather

onour properties.

• We continue to invest in our estate

and, where appropriate, we are

continuing to look into glazing and

shading opportunities as part of

oursite investment and development

work.

• We have also been installing air

conditioning units in affected sites

tomitigate the impact of heat on both

our customers and our people.

Storm

damage

Physical Acute Medium Site damage or interruption

of service caused by

extreme weather such as

high winds, heavy rain or

snowstorms.

This risk could lead to

increased costs associated

with repair or business

interruption, where these

arenot covered by insurance.

Further, extreme weather

mayalso lead to a fall in

customer demand if visiting

sites becomes undesirable

orunsafe.

• Through our insurance provisions, we

are aware of the risk exposure of our

property estate to storm damage.

• We carry out annual property and

maintenance reviews to ensure that

our estate is in a good condition and

that appropriate action has been taken

where necessary to mitigate any

property-specific storm risks.

50 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

TCFD continued

Opportunities

Opportunity Category Timeframe How do we define this opportunity and see it impacting our business?

Changing

consumer

expectations

anddemand

Market/Reputation Medium The demand from consumers for “greener” menu options is a

potential trend that we remain well positioned to respond to given our

flexible menu offering and our continued implementation of our Life is

too good to waste strategy.

For example, we are currently exploring how we can reduce the

emissions of our menu by introducing alternative and innovative

production methods into our supply chain, such as regenerative and

vertical farming. The recent launch of regenerative beef on some of

our menus, in partnership with Grassroots Farming, is an example of

how we are already piloting this in our business.

This type of initiative could generate market and reputational

advantages in responding to changing customer expectations and

meeting new demands.

Site investment –

reduced costs,

increased

efficiency

Operations Medium Investment in our sites to meet our climate targets and respond to

potential legislative requirements could realise reductions in our

operating costs in the medium to long term.

We continue to explore, where appropriate, shifts to renewable energy

on- and off-site; the electrification of kitchens and hot water heating; and

the adoption of energy efficiency measures for our sites.

Such investments could contribute to mitigating multiple climate related

risks for Fuller’s and help to future-proof our business for a more

uncertain world.

Our programme of work to electrify our kitchens is recognised this year

with a new target. See the Metrics & Targets section for more detail.

Risk Management

We view the effective management of our risks as a key to ensuring that we achieve our strategic objectives in the long term, while

continuing to deliver the high standard that our customers, our people and our shareholders expect.

Our approach to the identification, assessment and management of our climate related risks and opportunities remains unchanged

this year. We continue to use a framework for assessing climate related risks that aligns with our approach to assessing our other

corporate risks, but has been adapted to reflect the complex nature of climate related risks. We consider climate related risks as a

subset of our wider corporate risks to ensure that they are appropriately integrated into our corporate risk assessment framework.

The TCFD Working Group, with support from external advisors, oversees the annual review and assessment of our identified

climate related risks. These are identified and assessed with input from departments across the business and evaluated on the

basisof their potential impact, likelihood and timeframes. This year’s review scrutinised the findings of last year’s work to identify

whether the business still considered them a fair and reflective view. The results were shared with the Executive Team and the Audit

and Risk Committee for further input and appraisal. We found that last year’s disclosure remains an accurate reflection of our view

of the business’s relevant climate related risks, and hence, the risks in this year’s disclosure remain unchanged.

We also consider these individual climate related risks as part of our broader assessment of the sustainability and climate change

related risk to the business. This assessment is reflected in the inclusion of a sustainability and climate change risk in our corporate

risk register (see page 36). It captures our view of the overall risk associated with the climate related risks identified in this disclosure

and other sustainability related risks. The Chief Executive holds responsibility for this overall risk, with the responsibility for the

individual climate related risks and opportunities assigned to the TCFD Working Group, Sustainability Director, Environment

Committee and Executive Team. In line with our top-down and bottom-up governance structures, we believe that this approach

ensures that we have comprehensive and robust oversight of the risks from the Board through to our departments.

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Metrics & Targets

Metrics & Targets has represented an area of focus in our TCFD programme of work this year in recognition that, as stated last year,

wewished to further develop our approach to this part of the TCFD framework. We are therefore pleased to be able to present some

significant updates.

This year, we are setting new targets, with associated metrics, as we implement our climate strategies and continue to manage and

mitigate our climate related risks. Further information on these new Metrics & Targets is provided below. We believe that these new

targets are an important first step on our journey towards a Net Zero and climate-resilient future and intend to build on this initial set

ofMetrics & Targets over time. A key step in this direction will be the development of the business’s first climate transition plan.

While we have previously conducted work to understand the pathway to our near-term targets, the finalised guidance of the Transition

Plan Taskforce provides us with a detailed framework to build on and enhance this work. We are therefore looking forward to

beginning the work this year, with the intention of publishing our first transition plan in 2026. We will seek to provide a more significant

update on our progress in this area next year.

We are also pleased to have achieved a major milestone this year in the form of the validation of our near-term company-wide GHG

emission reduction targets by the SBTi. This represents a significant step for the business and as detailed throughout this disclosure,

and our wider annual sustainability report, we are hard at work delivering on these targets. Alongside this significant update to our

GHG emissions targets, we are also able to disclose a breakdown of our full Scope 3 GHG emissions for the first time (see page 43).

This is the culmination of significant work we have undertaken, and continue to undertake, with our supply chain to gather the

necessary data to calculate our Scope 3 emissions. The introduction of the SBTi Food, Land and Agriculture (“FLAG”) guidance, and

related targets in the past year, marks a further development in this space that we will also be implementing in the coming year.

We look forward to providing an update on this work in next year’s disclosure.

Target Metric

Absolute/

Intensity

Relevant climate

related risk/

opportunity

Current, and

historical,

performance Future delivery plans

New this FY Metrics & Targets

By the end of

FY2025, 90% of

our Chefs and

General

Managers will

have completed

our sustainability

training suite

and100% of

inductions for

new employees

will feature

sustainability

training.

To deliver this,

weare

developing a

bespoke

sustainability

training suite.

% of Fuller’s

Chefs and

General

Managers who

have completed

sustainability

training

% of inductions

completed with

sustainability

training as a

compulsory

module

Base year:

FY2024

Absolute Applicable across

all of our key

climate related

risks and

opportunities

New this year. • We have already been exploring

the roll out of sustainability

training for all of our colleagues

and, with this new target, we are

committed to developing and

delivering a bespoke training

suite for the business this year

tosupport our colleagues.

• As part of this roll out, we will

look to integrate this training

within all new employee

inductions in the business to

embed sustainability as an

everyday business concern

andpractice.

• We will also seek to ensure that,

once we have rolled out this

training suite to the business, we

engage with our key leaders on

our sites and in our kitchens – our

Chefs and General Managers – to

ensure that they have undertaken

this training.

52 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

TCFD continued

Target Metric

Absolute/

Intensity

Relevant climate

related risk/

opportunity

Current, and

historical,

performance Future delivery plans

100% of Board

members and

thesenior

management

teamwill have

undergone

sustainability

training by the

endof FY2025.

% of Board

members and

senior

management

teamwho have

undergone

sustainability

training

Base year:

FY2024

Absolute Applicable across

all of our key

climate related

risks and

opportunities

New this year. • Sustainability and climate change

training have already been

provided to the Board and senior

management team, as

appropriate, in the last few years

alongside regular updates from

the Sustainability Director and

Environment Committee.

• We have formalised a

commitment to enhanced and

in-depth training this year to

recognise the increasing

importance of this area in the

oversight and management of our

business. We will be undertaking

a formal training programme,

with the support of external

advisors, to deliver on this

commitment.

We will engage

with the suppliers

representing

95%of our food

and drinks

spendontheir

sustainability

strategies and

climate risk

mitigation plans

by the end of

FY2025.

% of Fuller’s

supplier spend

covered by

engagement with

suppliers on their

sustainability and

climate risk

strategies

Base year:

FY2024

Absolute Risk:

Increased supply

chain disruption

New this year. • In recognition of the importance

of our supply chain and suppliers,

including the potential impact of

climate related risks, we are

looking to undertake engagement

with our top suppliers in the

coming year to further build our

understanding of this area.

In alignment with

the Courtauld

Commitment, we

are committed to

reducing the food

waste footprint

ofour operations

by50% by 2030

from a FY2025

base year.

% reduction in

operational food

waste footprint

Base year:

FY2025

Absolute Risk:

Legislative

changes to support

climate change

initiatives

Opportunity:

Changing

consumer

expectations and

demand

Site investment –

reduced costs,

increased

efficiency

New this year. • The Courtauld Commitment is a

voluntary agreement in the UK

food sector to deliver farm-to-fork

reductions in food waste, GHG

emissions and water stress.

• We are pleased to be able to align

ourselves with this ambitious

commitment to reducing the

impact of the sector on the

environment.

We will electrify

20% of Fuller’s

Managed estate

kitchens by the

end of FY2025.

% of Managed

estate kitchens

that are fully

electric

Absolute Risk:

Introduction of a

carbon tax

Energy price

volatility

Legislative changes

to support climate

change initiatives

Opportunity:

Site investment –

reduced costs,

increased efficiency

New this year. • We continually invest in our sites

to improve the experience of our

customers and colleagues.

• As part of this work, we have

been investing in the

electrification of our sites to

increase efficiency and reduce

our impact.

• With this work already underway,

we have plans to deliver on a

significant number of

investments in the coming year to

progress this work further.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 53

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

Target Metric

Absolute/

Intensity

Relevant climate

related risk/

opportunity

Current, and

historical,

performance Future delivery plans

Existing Metrics & targets

Net Zero across

our operational

emissions by

2030, and across

our supply chain

by2040.

Scope 1, 2 and 3

GHG emissions

Absolute Risk:

Introduction of

acarbon tax

Opportunity:

Site investment –

reduced costs,

increased

efficiency

Changing

consumer

expectations

anddemand

• Delivered a

6.1% reduction

ingross

operational

carbon

emissions in

FY2024 (Scope

1 and 2).

• We electrified

seven kitchens

and opened our

first fully

electric pub

– The

Admiralty.

• We continued

to procure

renewable

electricity

covering 100%

of our Managed

estate’s

consumption

leading to a to

anet carbon

emissions

reduction of

31.6% vs

FY2022.

Please see

pages 52 to 56

for our GHG

emissions

figures, and

associated

intensity

metrics.

• We have continued to invest in

energy efficiency measures on

our sites and provide training to

our teams to support them to

reduce their site’s energy use.

• We are also investing in the

electrification of our kitchens,

where local power supplies are

sufficient, or can be upgraded to

support this.

• The development of our

comprehensive transition plan by

the end of FY2026 to map out our

longer-term pathway to Net Zero

will represent a key step for the

business.

• Our new commitment to work

with our suppliers representing

95% of our food and drink spend

also represents an important step

in our Net Zero plans as we seek

to work with them on their

long-term plans for

decarbonisation and improve the

accuracy and reliability of our

Scope 3 emissions reporting.

• The introduction of the SBTi FLAG

Guidance and related targets,

alongside the GHG Protocol’s

Land Sector and Removals

Guidance, has represented a

significant development in the last

year. We will be implementing

these revised approaches to FLAG

emissions in our own work in the

coming year and will look to

provide an update on this in the

next report.

SBTi targets

• A 42%

reduction of

our absolute

Scope 1 and 2

GHG emissions

by FY2030,

from a FY2020

base year.

• A 25%

reduction of

our absolute

Scope 3 GHG

emissions

within the same

timeframe.

% reduction in

our Scope 1, 2

and 3 GHG

emissions

Absolute Risk:

Introduction of

acarbon tax

Opportunity:

Site investment –

reduced costs,

increased

efficiency

Changing

consumer

expectations

anddemand

Securing 100%

renewable

electricity supply

long term.

% of electricity

supply covered

by renewable

energy

certificates/

instruments/

power purchasing

agreements

(“PPAs”)

Absolute Risk:

Introduction

ofacarbon tax

Energy price

volatility

Legislative

changes to

supportclimate

change initiatives

Opportunity:

Site investment –

reduced costs,

increased

efficiency

• We continue to

purchase

renewable

electricity

covering 100%

of our Managed

estate’s

consumption.

• We continue to review

opportunities for securing supply

for our estate from off-site

renewable generation, and we are

considering longer-term options,

such as a PPA.

• Where possible, we are also

reviewing the potential for on-site

renewable installations on several

of our key sites.

• As outlined above, we are

pursuing electrification of our

sites to reduce our consumption

of natural gas.

54 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

TCFD continued

Target Metric

Absolute/

Intensity

Relevant climate

related risk/

opportunity

Current, and

historical,

performance Future delivery plans

By 2025, we aim

to recycle at least

75% of our

operational waste

and divert 100%

from landfill.

% of operational

waste that is

recycled

% of operational

waste that is sent

to landfill

Absolute Risk:

Legislative

changes to support

climate change

initiatives

Opportunity:

Site investment –

reduced costs,

increased

efficiency

Changing

consumer

expectations

anddemand

• FY2022 – 39%

recycling rate

with 98%

diverted from

landfill

• FY2023 – 56%

recycling rate

with 100%

diverted from

landfill

• FY2024 – 58%

recycling rate

with 100%

diverted from

landfill

• Throughout the business, we

have implemented further

training on reusing and recycling

to drive efficiency and waste

reductions.

• We are also working with our

suppliers to reduce the volume of

packaging sent to our sites in the

first place.

• To deliver food waste reductions,

we have introduced a scheme to

support waste segregation before

recycling and, more recently,

introduced a training programme

for kitchen teams to begin

measuring and reducing food

waste.

• As outlined above, we have also

committed this year to the

Courtauld Commitment and a

50% reduction in our food waste

footprint by 2030.

By 2030, we aim

to reduce our

overall energy

usage by at

least25%.

% reduction in

operational

energy usage

Absolute Risk:

Introduction of

a carbon tax

Energy price

volatility

Legislative

changes to support

climate change

initiatives

Opportunity:

Site investment –

reduced costs,

increased

efficiency

• Since the

baseline year of

FY2020,

electricity

usage has

reduced by

11.5% and gas

usage has

reduced by

22.6%

By 2030, we aim

to eliminate the

use of natural

gas, oil and

liquefied

petroleum gas

(“LPG”) where

feasible.

% of sites where

natural gas, oil

and LPG are still

used

% reduction in

use of natural

gas, oil, and LPG

across sites

Absolute Risk:

Introduction

ofacarbon tax

Energy price

volatility

Legislative

changes to support

climate change

initiatives

Opportunity:

Site investment –

reduced costs,

increased

efficiency

Changing

consumer

expectations

anddemand

• Since the

baseline year of

FY2020, we

have reduced

natural gas

usage by

22.6%. We also

have several

properties

including The

Head of the

River and The

Admiralty

where we have

eliminated the

use of natural

gas.

• As detailed above, we continue to

invest in our Managed estate to

deliver the electrification of our

kitchens. For sites using LPG and

oil, we continue to plan to

transition them to electric

kitchens and hot water and

heating systems.

• Where eliminating oil and gas is

not possible due to building

constraints, we will focus on

implementing reduction

measures and upgrading heating

systems to be more efficient.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 55

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

Target Metric

Absolute/

Intensity

Relevant climate

related risk/

opportunity

Current, and

historical,

performance Future delivery plans

By 2030, we aim

to eliminate all

unnecessary

plastics from our

operations.

% reduction in

use of single-use

plastics in

operations

Absolute Risk:

Legislative

changes to support

climate change

initiatives

Opportunity:

Site investment –

reduced costs,

increased

efficiency

Changing

consumer

expectations

anddemand

• Continued

implementation

of Green Goblet

reusable cups

for major

events to

replace

single-use

plastic cups.

• We are working with our

suppliers to transition away from

single-use plastic items, primarily

in our Hotels estate.

• As outlined above, we are also

working with our suppliers to

reduce the volume of packaging

in our supply chain.

We also continue to track several internal metrics including packaging waste output; waste processing and destination; and

water consumption. Our performance against these metrics is monitored against targets that we have set in our Life is too good

to waste strategy.

With the above disclosure on Metrics & Targets representing a significant development of our maturity in this part of our TCFD

disclosure this year, we are looking forward to building on this progress in the coming year and delivering on our new targets.

The development of the business’s first climate transition plan will represent a major next step for our sustainability and climate

agenda. We look forward to providing further updates on this work, and how the business will achieve Net Zero by 2040 (across

all emissions scopes) in alignment with the hospitality industry’s Net Zero Roadmap, in the coming years.

56 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

TCFD continued

The table below, together with signposts to other relevant sections of the Annual Report and Fuller’s website, constitutes the

Company’s non-financial information statement, in compliance with Sections 414CA and 414CB of the Companies Act 2006.

Reporting requirement Key policies/standards/frameworks For additional information

Business model

Business Model

on pages 12 to 14

Principal risks and

impactonbusiness

Risk Management

on pages 30 to 36

Non-financial Key

PerformanceIndicators

Strategic Report

on pages 16 and 17

Sustainability Report

on pages 37 to 41

Environmental matters,

including climate related

disclosures

Sustainability strategy – Our planet

Responsible Sourcing Policy*; Environmental Policy*

Sustainability Report

from page 37

TCFD Report

on pages 43 to 56

Employees

Sustainability strategy – Our people

People policies including flexible working; parental

leaveincluding maternity, paternity and adoption leave;

mental wellbeing; employee conduct; recruitment,

training and development; and health and safety

Whistleblowing Policy

Sustainability Report

from page 37

Stakeholder Engagement

on pages 12 to 14

Corporate Governance Report

on page 62

Social matters

Sustainability strategy – Our people, planet

andcommunities; Gender Pay Gap reporting*

Sustainability Report

from page 37

Human rights

Modern Slavery Statement*

Privacy policies in relation to employees, customers*

and Tenants*

Stakeholder Engagement

on pages 12 to 14

Directors’ Report

on page 112

Anti-corruption and

anti-bribery matters

Anti-Bribery and Corruption Policy (covering gifts

andhospitality); Responsible Sourcing Policy*

Whistleblowing Policy

Audit and Risk Committee Report

on page 78

* Available at www.fullers.co.uk

2024 Strategic Report

The Group’s Strategic Report, encompassing pages 6 to 57, was approved by the Board and signed on its behalf by:

SIMON EMENY

CHIEF EXECUTIVE

12 June 2024

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 57

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT

CHAIRMAN’S INTRODUCTION TO GOVERNANCE

Doing things the right way is one of Fuller’s

values, and this is especially important when

it comes to governance.

On behalf of the Board, I am

pleased to present our Corporate

Governance Report for the year

ended 30 March 2024.

This has been a year of significant

progress and growth in the

business and the Board remains

dedicated to ensuring effective

corporate governance.

“I am grateful to my

fellow Board members

and the Executive Team

for their continued

contribution to the

success of thebusiness.”

MICHAEL TURNER

CHAIRMAN

As a business we all have a role to play

in delivering our purpose, vision and

strategy for the long term benefit of all

our stakeholders. Details of our well-

established corporate governance

framework and compliance with the

UKCorporate Governance Code are

setout in the following pages.

The Board met regularly throughout the

year both at Pier House and in some of

the excellent meeting rooms in our pubs

and hotels across the estate. Our Board

Committees have been busy during the

year and you can read more about their

key activities, and more detail of their

work, on pages 68 to 111.

I am grateful to my fellow Board

members and the Executive Team for

their continued contribution to the

success of the business. Each year,

theyovercome unexpected challenges

while continuing to drive growth and

strategic change.

The Nominations Committee, which

Ichair, has continued to review the

composition and diversity of the Board

throughout the year. At the top of the

agenda has been succession planning

and prioritising diversity and inclusion

initiatives within our policies and

objectives. More details on the work

ofthe Nominations Committees

throughout the year can be found on

pages 68 to 73.

58 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

As a people focused business, valuable

and regular engagement with our team

members isimportant. Members of the

Executive Team and senior management

are invited to make presentations to the

Board on key business and strategic

projects regularly throughout the year.

Board members also make time to visit

our sites and meet team members so we

can hear their views first-hand. Our Non-

Executive Director, Helen Jones, is our

designated Director responsible for

employee engagement and provides

bi-annual updates to the Board. You

canread more about Helen’s role and

employee engagement on page 63.

Sustainability is deeply embedded in

our approach to people, communities

and the planet, and we know that

governance around sustainability

isfundamental to the success of the

business. The Board puts sustainability

at the front and centre ofdecision

making and proactively manages risks

and opportunities. We are provided

withregular updates on sustainability

matters from our Executive Team and

Oliver Rosevear, our Sustainability

Director. Throughout the year we have

continued to evolve our TCFD reporting,

forming an internal TCFD working group

and adding more bespoke metrics and

refinement to the governance structure.

Details of this can be found on pages 43

to 56.

I firmly believe that our Directors possess

the skills required to run this business,

providing a good balance of experience,

independence and knowledge, as outlined

on pages 60 to 61.

As mentioned in my Chairman’s

Statement, the appointment of Dawn

Browne to the Board in July 2023 has

been an excellent addition to the group.

Throughout the year Dawn has enriched

Board discussions with her in-depth

knowledge of our team members and

operational expertise.

The Board carried out an internal review

this year which was led by our Senior

Independent Director, Juliette Stacey.

The results show that the Board and its

Committees continue to work effectively

and add value. Our progress against last

year’s review, as well as the outcome

from this year’s review, has been

considered and discussed by the Board.

Further details of the evaluation and

progress against our action plan from

last year can be found on page 73.

This year our AGM will take place at

TheGeorge IV in Chiswick, London, on

23 July 2024 and, along with my Board

colleagues, I look forward to meeting you

on the day and answering any questions

you may have about the business.

MICHAEL TURNER

CHAIRMAN

12 June 2024

Board Composition

(%)

Chairman

Executive Directors

Non-Executive Directors

Independent

Non-Executive Directors

40%

20%

10%

30%

Board Gender Balance

(%)

Male

Female

70%

30%

10%

20%

40%

Board Tenure

(%)

<3 years

3-6 years

6-9 years

9+ years

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 59

MICHAEL TURNER

NON-EXECUTIVE CHAIRMAN

Date appointed to the Board: January 1985

Experience: Michael brings an in-depth

understanding and knowledge of this long-

established family business and extensive

experience in leadership and executive

management. A Chartered Accountant with

international experience, Michael joined Fuller’s

in 1978, initially running the Wine Division as

Wine Director. Appointed Marketing Director in

1988, Managing Director in 1992, Chief Executive

in 2002 and Chairman in 2007. Chairman of the

British Beer and Pub Association 2008 – 2010.

Master of the Worshipful Company of Vintners

2011 – 2012.

Key external appointments: None

CHAIRMAN EXECUTIVE DIRECTORS

SIMON EMENY

CHIEF EXECUTIVE

Date appointed to the Board: May 1998

Experience: Simon has a detailed knowledge

ofFuller’s operations gained through his 25

years’ experience with the Group and valuable

commercial expertise in consumer-focused

businesses. Joined in 1996 from Bass plc where

he held a variety of senior operational and

strategic planning roles. Appointed to the

Boardas Retail Director in May 1998, Managing

Director, Fuller’s Inns in July 2006, Group

Managing Director in November 2010 and

ChiefExecutive in July 2013. Previously

SeniorIndependent Director and Chair of the

Remuneration Committee of Dunelm Group plc.

An economics graduate and alumnus of Harvard

Business School.

Key external appointments: Non-Executive

Director of The National Gallery Company

Limited and UKHospitality, and Senior

Independent Director of WH Smith PLC.

NEIL SMITH

FINANCE DIRECTOR

Date appointed to the Board: November 2021

Experience: As well as extensive financial

experience in hospitality and consumer-focused

businesses, Neil has strong commercial

expertise, including business and strategic

development. Previously served as Chief

Financial Officer of Domino’s Pizza Group PLC

and, prior to this, Chief Financial Officer of Ei

Group plc (formerly Enterprise Inns plc). Neil has

also held senior financial roles at Compass

Group plc, Virgin Media, Telewest Global Inc.

and Somerfield plc. Qualified as a Chartered

Accountant with PwC.

Key external appointments: None

13 4 6 1011 7 8 592

KEY TO COMMITTEE MEMBERSHIP:

A N R

Audit and Risk Committee Nominations Committee Remuneration Committee Committee Chair

60 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

BOARD OF DIRECTORS

NON-EXECUTIVE DIRECTORS

FRED TURNER

RETAIL DIRECTOR

Date appointed to the Board: June 2019

Experience: Fred has a strong financial

background and a deep understanding of

Fuller’soperations having worked in a number

ofroles in the business. Joined the Company

in2013 as an Operations Manager for Fuller’s

Inns. Appointed Head of Tenanted Operations

in2015 and Tenanted Director in 2018. Qualified

as a Chartered Accountant with Grant Thornton

UK LLP. Civil engineering graduate.

Key external appointments: None

SIR JAMES FULLER, BT N

NON-EXECUTIVE DIRECTOR

Date appointed to the Board: June 2010

Experience: James has a deep understanding of

the Fuller’s business and provides a key link with

family shareholders. Served in The Life Guards

from 1991 to 1998. Employed by the Company

from 1998 to 2003, working in the Tied and

Managed Pub estate, and has since been running

his own business.

Key external appointments: None

ROBIN ROWLAND, OBE A

N R

INDEPENDENT NON-EXECUTIVE

DIRECTOR

Date appointed to the Board: March 2020

Experience: Robin brings over 35 years’

experience in the restaurant and food and

beverage sectors, and has strong financial and

commercial expertise, and business and

strategic development experience. Previously

Chairman and Chief Executive of YO! Sushi, and

Non-Executive Director of Marstons PLC and

Tortilla. Awarded an OBE in 2015 for outstanding

services to hospitality.

Key external appointments: European Partner

ofTriSpan Private Equity with Chairman and

Non-Executive Director roles with five portfolio

companies: Mowgli, Pho, Rosa Thai, Rosa

Mexicano (USA) and Thunderbird. Independent

Non-Executive Director at Caffè Nero and

UKHospitality.

RACHEL SPENCER

COMPANY SECRETARY

Date appointed to the Board: January 2021

Experience: Rachel is an experienced

companysecretary and has significant

corporategovernance, regulatory and

compliance expertise. Previously held

positions at a number of other listed

companies, including Invensys PLC, Aldermore

Group PLC (both the listed entity and the

regulated bank) and, most recently, Clarkson

PLC. Fellow of the Chartered Governance

Institute. Rachel serves as a trustee to the

Fuller, Smith & Turner Pension Plan.

DAWN BROWNE

PEOPLE & TALENT DIRECTOR

Date appointed to the Board: July 2023

Experience: Dawn is an experienced People

andDevelopment Director, with a background

inboth thehospitality and travel sectors, and has

strong expertise in organisational change,

diversity andinclusion, and culture. She brings

adeep understanding of our people and Fuller’s

operations having worked in a number of roles

inthe business. Dawn joined the Company in

2011 as Group Development Manager and was

appointed Head of Operations for the City in 2016

and People & Talent Director in 2019. Previously

she was Head of Training & Development at

Compass Group andheld various people roles at

Qantas and British Airways. She has an MSc in

People & Organisational Development.

Key external appointments: None

RICHARD FULLER

NON-EXECUTIVE DIRECTOR

Date appointed to the Board: December 2009

Experience: Richard has a deep understanding

of the Fuller’s business and operations, having

worked for the Company since 1984. Appointed

aDivisional Director in 1992 and to the Board in

December 2009, with responsibility initially for

sales then, additionally, personnel, corporate

affairs and government relations. Became

Non-Executive Director in February 2020. A GMP

graduate of Harvard Business School. Master of

the Worshipful Company of Brewers 2020 – 2022.

Key external appointments: Non-Executive

Chair of both the Cotswold Cider Company and

Kempton Park Racecourse.

JULIETTE STACEY

N R

SENIOR INDEPENDENT

NON-EXECUTIVE DIRECTOR

Date appointed to the Board: March 2018

Experience: Juliette has over 30 years’

leadership experience with a strong finance

background. She brings extensive knowledge

ofbusiness and strategic (including M&A)

development, listed company experience and

risk management. She is an experienced audit

committee chair. Former Chief Executive of

Mabey Holdings Limited. Former Chief

Operating Officer (UK and Europe) and

previously Finance Director (Commercial UK) of

Savills plc. Qualified as a Chartered Accountant

with Ernst & Young LLP and is a Fellow of the

Royal Institution of Chartered Surveyors.

Key external appointments: Non-Executive

Director and Chair of the Audit Committees of

Renishaw PLC and Sanderson Design Group plc,

and Non-Executive Director of Willmott Dixon

Holdings Limited.

HELEN JONES A N

INDEPENDENT NON-EXECUTIVE

DIRECTOR

Date appointed to the Board: March 2019

Experience: Helen has over 35 years of

commercial and general management

experience in consumer-focused businesses.

She brings valuable operations, marketing

andbranding expertise, and also remuneration

committee chair experience in other plcs. In

lightof her background, Helen is the designated

Director responsible for employee engagement

for Fuller’s. Formerly Group Executive Director

of Caffè Nero and Managing Director of Zizzi, the

Italian casual dining chain, and Non-Executive

Director of international fast-dining restaurant

group Vapiano SE.

Key external appointments: Non-Executive

Director and Chair of the Remuneration

Committees of Virgin Wines UK Plc, Premier

Foods plc and THG PLC. She is also the workforce

engagement director for Premier Foods.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 61

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

Statement of Compliance with the UK Corporate Governance Code 2018 (“the Code”)

The Board is committed to maintaining effective corporate governance and integrity, enabling us to deliver our strategy for

thelong-term benefit of all our stakeholders. With this in mind, the Company has applied the main principles of the Code

throughout the year. However, given the structure of the Group – we are a listed public company but still very much a family-

controlled concern – there are some provisions of the Code where we do not comply but where we do consider our governance

framework remains appropriate. These are summarised in the table below.

The Code can be found on the Financial Reporting Council’s website at www.frc.org.uk

Code

Provision Detail of non-compliance Further information

Principle 2: division of responsibilities

11 At least half of the Board,

excluding the Chairman,

are not independent

Non-Executive Directors.

The Board considers that membership is well balanced with the right mix of skills

and experience. The presence of Non-Executive Directors who are long-standing

family shareholders is important in this professionally run family business.

Principle 3: composition, succession and evaluation

18 Directors are not subject

to annual re-election.

In accordance with the Company’s Articles of Association (“Articles”), all Directors

are subject to election by shareholders at the first AGM after their appointment and

to re-election at three yearly intervals. As part of the annual Board effectiveness

review, the performance of the Directors is evaluated and forms the

recommendation in the Notice of AGM as to why the Company believes an

individual Director should be re-elected. In view of the Company’s size, its

ownership structure and its history, the Board is not minded to move to annual

re-election of Directors but will keep this requirement under review.

19 Chairman has been

inpost for more than

nineyears.

The Board considers that the Chairman’s knowledge and understanding of this

long-established family business and its requirements is extremely valuable.

Principle 5: remuneration

38 Pension contribution rates

for the Chief Executive

and Retail Director are

notaligned with those

available to the workforce.

Given the pension rate for the Chief Executive and Retail Director represents an

existing contractual commitment, the Board does not consider it appropriate to

make a reduction at this stage. The rate for the People & Talent Director who was

appointed in July 2023 is aligned with the rate of pension that is available to the

majority of Fuller, Smith & Turner P.L.C. employees.

The pages that follow in this Governance section explain how we have complied with and applied the Code during the year.

Board Leadership and

CompanyPurpose

Role of the Board

Led by the Chairman, the Board is

collectively responsible to the

shareholders for the performance and

long-term success of the Group, as well

as to other stakeholders for the wider

impact we have. Its role includes the

establishment, review and monitoring

of the Company’s strategy, approval of

major acquisitions, disposals and

capital expenditure, setting the

Company’s purpose and values,

overseeing the Group’s systems of

internal controls, governance and risk

management, and ensuring that the

appropriate resources are in place to

deliver these.

The Board has an established

governance framework which ensures

we meet our responsibilities and

enables effective decision making.

An overview of the governance

framework is set out on page 66.

A formal schedule of matters reserved

for the Board is in place. The Board has

delegated some of its responsibilities to

mandated Committees, each of which

operates under written terms of

reference approved by the Board and

reviewed annually. Committee Chairs

report to the Board on their activities

following meetings, and the minutes of

those meetings are made available to

Board members (other than if there is

aconflict of interest in respect of any

particular matter).

Board meetings enjoy open dialogue,

and constructive challenge on all issues

is encouraged. With a good information

flow between and prior to Board

meetings, decisions are made in a timely

manner after appropriate questions are

dealt with.

The Board delegates all operational

matters and execution of the strategy

tothe Chief Executive, who is

supportedby his Executive Committee

whichcomprises the Executive

Directors, the Marketing Director and

theProperty Director.

62 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

CORPORATE GOVERNANCE REPORT

As set out in the governance framework

on page 66, a number of sub-

committees report into the Executive

Committee andare responsible for

reviewing and approving capital related

projects and investments and central

costs, and driving and monitoring

progress against the Life is too good to

waste strategy. Regular updates from

these sub-committees are reported to

the Executive Committee.

Purpose, Values and Culture

The Board is responsible for establishing

the Company’s purpose, values and

strategy, and for defining, monitoring

and overseeing the Company’s culture

to ensure that they are aligned.

Our purpose of creating experiences

that

nourish the soul underpins our

values of doing things the right way,

being part of the family, celebrating

individuality and always asking

what’s

next?

, and it defines our culture and

everything that we do.

The Board, through the Executive

Directors, strives to ensure that

everyone understands the key role

theyplay in delivering our purpose,

vision and strategy.

Each quarter, we bring all the support

team together so the Executive team

canupdate on business performance,

challenges and successes.

Different departments are also

encouraged to update their colleagues

on projects and progress. The event

provides an opportunity for the

Executive Team to re-articulate the

Company’s purpose and values and to

outline the key strategic priorities for

theyear ahead.

In May 2024, our annual General

Managers Conference took place which

provided our operational team leaders

with the same opportunity as well as an

occasion to reconnect with colleagues

and celebrate achievement.

The Board monitors the values and

culture of the business through a

number of channels, including regular

updates from the Executive Directors

onoperational performance and health

and safety reporting, the results of

employee engagement surveys and

action plans, and the approval of key

policies. The Board also receives regular

updates from the designated Non-

Executive Director responsible for

employee engagement (see below

formore information).

Directors regularly visit our pubs and

hotels in a personal capacity, outside of

formal Board visits, which gives them a

true insight into how our values and

culture are embedded across the

business and the guest experience our

teams deliver.

Engagement with Employees

The Board receives regular updates

onemployee matters throughout the year

from the Executive Directors, from the

designated Non-Executive Director

responsible for employee engagement,

and through briefings on key employee

matters provided by the People & Talent

Director. The Chief Executive has

continued to deliver occasional vlogs to

the business, first introduced in 2020 in

response to the Covid-19 pandemic,

tokeep everyone informed of key

eventsand activity across the business

and key decisions taken by the Executive

Committee and the Board.

Helen Jones is the designated Non-

Executive Director responsible for

employee engagement. During the year,

she has continued to work with the

People & Talent Director to develop her

role and connections with the wider

business. Her work has included:

• attending Quarterly Business Updates,

the General Managers Conference and

similar events across the business

• becoming a regular attendee at

meetings of the General Managers

Forum and the Head Chefs Forum

• reviewing feedback from various

listening channels including the

Happiness Index survey; My Voice;

recruitment and induction surveys; and

exit interviews and Glassdoor reviews

• providing advice and guidance on

employee engagement initiatives;

• providing regular reports to the Board

on the themes emerging from the

different listening channels, any

relevant matters and concerns that

may arise through the role.

We provide opportunities for the

Non-Executive Directors to spend time

in the business with members of the

Executive Team and Operations Team.

This helps to keep Non-Executive

Directors up to date with the operations

in our pubs and hotels and provides

them with an opportunity to engage

directly with a broad range of our team

members and hear valuable feedback.

Attendance at events such as the

Quarterly Business Updates and General

Managers Conference, as well as the

“Long Service Celebration” to recognise

employees reaching a service milestone

of more than 15 years, provides Non-

Executive Directors with another

opportunity to engage with employees.

The Board recognises the benefits of

encouraging employee share ownership,

and the Company offers employees the

opportunity to purchase shares in the

Company at a discounted price through

its Sharesave plan. The Company

Secretary and the Executive Directors

keep all employees, including employee

shareholders, informed of publicly

available financial updates and

governance changes such as new

Director appointments.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 63

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

Engagement with

Shareholders

The Company has an ongoing

programme of individual meetings

withinstitutional shareholders, allowing

it to update shareholders on the

performance of the business and the

strategy for the future, and to give them

an opportunity to discuss corporate

governance matters. The Company’s

brokers also contact key shareholders

toestablish if they would like to see the

Chief Executive and Finance Director in

the days following the presentation of

the preliminary and half year results.

The Chairman, Sir James Fuller and

Richard Fuller are the key contacts with

the Company’s family shareholders and

Sir James Fuller has a specific role to

keep in touch with those shareholders.

The Senior Independent Director and

theother Non-Executive Directors are

available to attend meetings with

shareholders or to be contacted by

shareholders should they have any

concerns which have not been resolved

through the normal channels. All Board

members receive feedback from the

results presentations and meetings with

shareholders, enabling them to keep

intouch with shareholder opinion.

The Board supports the use of the AGM

to communicate, in particular, with

private investors, and the Chairman

andChief Executive make a detailed

presentation to shareholders updating

them on the Company’s performance

andprogress. The Board is keen to

encourage institutional investors to

attend the meeting, in line with the duties

set out in the Stewardship Code for

institutional shareholders. Should they

have concerns over any issues being

voted upon at the AGM, they can then

meet the Directors and discuss them in

person. The Chairman arranges for the

Committee Chairs to answer relevant

questions at the meeting and encourages

all Directors to be present.

The 2023 AGM was held at The George IV,

in Chiswick, in July. Shareholders were

given the opportunity to ask questions

ahead of the meeting, using a dedicated

email address if they were unable to

attend in person. To enable all

shareholders to vote on all resolutions in

proportion to their shareholding, voting at

the 2023 AGM was, in line with best

practice, conducted by way of a poll.

Board Activity

Key strategic matters considered by the Board in the year under review and to

dateincluded:

Standing agenda items

• Reports from the Executive Directors

and Company Secretary covering

operational, financial and

governance matters in the period

• Employee engagement reports

• Reports from the Audit and Risk,

Remuneration and Nominations

Committees

• Monthly management accounts

andHealth and Safety reports

• Half yearly updates on employee

engagement

Q1 FY2024

• FY2023 Results Announcement and

Annual Report and Accounts,

including risk review

• FY2023 final dividend payment

• Transfer of Managed sites to Tenanted

• Dawn Browne’s appointment to the

Board

Q2 FY2024

• FY2023 Board evaluation feedback

and agreed areas of focus

• Anti-Bribery and Corruption Policy

• Group extension of banking facilities

• Modern Slavery statement

• Anti-Facilitation of Tax Evasion Policy

Q3 FY2024

• Environmental, Social and

Governance (“ESG”) training

• FY2024 Interim Results, including

risk review

• Employee Engagement Survey

outcomes and action plans

• Estate rationalisation plan

• FY2024 Interim dividend payment

• Cyber security update

Q4 FY2024

• Food and drink review

• Group interest rate hedging

arrangements

• Tax strategy statement

• FY2024 Board evaluation and agreed

areas of focus

• Annual review of Conflicts Register

• Estate rationalisation plan

• FY2025 Budget

• FY2025 Group-wide remuneration

proposal

• Re-appointment of Robin Rowland and

Juliette Stacey as Independent Non-

Executive Directors

Q1 FY2025

• FY2024 Results Announcement and

Annual Report and Accounts,

including risk review

• Sale of portfolio of Tenanted sites

• FY2024 Final dividend payment

Shareholders can opt to receive

Company communications such as

theAnnual Report electronically in

PDFformat, either via email or from

ourwebsite, or continue to receive a

hard copy in the post. The Board

continues to encourage shareholders

toconsider moving to electronic

communications to benefit from timely

and secure communications and to help

reduce the cost and environmental

impact of our communications.

Annual Reports and other key

communications are also made available

on request from the Company Secretary,

should beneficial shareholders have

difficulties receiving documentation via

their nominee providers.

64 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

CORPORATE GOVERNANCE REPORT continued

Engagement with

Stakeholders

The Board recognises the importance of

building strong relationships with its key

stakeholders to ensure we understand

how our decisions may impact them.

We therefore actively encourage and

carry out engagement with our key

stakeholders to understand their views,

predominantly through the Executive

Directors, who ensure that the Board is

kept informed of any key issues or

changes, which helps to inform our

decision making. Our Section 172

statement outlined on page 15 explains

how the Board’s duty to promote the

success of the Company takes into

account stakeholder considerations.

The Board holds at least six meetings

ayear, with additional meetings

scheduled as required. Meetings are

held in-person at the Group’s Support

Centre, Pier House, and also within the

retail estate. Board calls which are

scheduled to provide business updates

between meetings are also held.

An annual programme of agenda items

is agreed with the Board in advance of

the start of the financial year. It is

developed from the matters reserved

forthe Board, strategic objectives and

the financial calendar, and provides a

framework to ensure that key matters

are addressed. The process for agreeing

the final agenda is managed by the

Company Secretary in consultation with

the Chairman and with input from the

Chief Executive.

The programme includes updates from

each of the Executive Directors and the

Company Secretary on matters for which

they are responsible. It also includes

presentations from members of the

Executive Team and senior management.

This gives the Board exposure to talent

inthe business while also providing an

opportunity to engage in the key areas

being worked on and agreed strategic

projects. Presentations during the year

have included initial observations from

the newly appointed Marketing Director

and the Food & Drink Director, a deep

dive into the Cotswold Inns & Hotels

business, an update on the Tenanted

business and an annual report on Health

and Safety. These sessions also enable

the Board to provide feedback and

guidance to the individual presenting.

In addition to scheduled meetings, the

Board also meets every year for an

in-depth review of the Group’s strategy,

which includes, among other things,

discussions about market trends,

consumer market, competitor landscape

and capital structure. This year, the

strategy day was held over two days in

Bath. The Board was joined by members

of the Executive Team to provide their

views on the strategy, together with

external speakers who provided input

on the economic forecast for the UK,

sector and consumer trends, and

investor considerations.

As well as the dialogue within the

boardroom, the independent Non-

Executive Directors communicate

privately, under the leadership of the

Senior Independent Director, without the

Executive Directors and other Non-

Executives present. All Non-Executive

Directors also meet informally with the

Chairman and the Chief Executive on a

regular basis. These meetings allow for

the review of issues faced by the

business, the continuation of dialogue

on strategic issues, the discussion of

Board appointments when appropriate,

succession planning, and the provision

of support to the Chairman and the Chief

Executive in their roles.

Division of Responsibilities

Board balance and independence

The Board currently comprises the

Chairman, four Executive Directors,

andfive Non-Executive Directors, of

which two, Sir James Fuller and Richard

Fuller, are family members, as is the

Chairman Michael Turner.

The other three Non-Executive Directors,

all of whom are deemed independent

under the Code, are experienced business

leaders, and collectively all of the

Non-Executives bring a wide range of

skills and experience to the Board.

Although at least half of the Board

(excluding the Chairman) does not

comprise independent Non-Executive

Directors, the Board considers it is well

balanced as it has the right number of

members for the size of the Group, with

representation of the founding families

onthe Board being considered very

important in a company with a high

proportion of family shareholders.

The Directors agree that no one individual

dominates discussions and that each

makes a full and positive contribution.

Board and Committee structure

The Board has overall responsibility for

governance across the Group and set

out on the next page is the Company’s

governance framework. There is clear

differentiation between the roles of

Chairman, Chief Executive and Senior

Independent Director, and the particular

responsibilities of Board members are

also set out on the next page.

The responsibilities of the Chairman,

Chief Executive and Senior Independent

Director, and the terms of reference of

the Board Committees are set out in

writing and are available on the

Company’s website.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 65

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

THE BOARD

Acting as a sounding

boardto the Chairman

andan intermediary for

Non-Executive Directors

whennecessary

Being available to

shareholders if they wish

toraise concerns outside of

the usual communication

channels

Evaluating the Chairman’s

performance as part of the

annual Board evaluation

process

Advising the Board on

allcorporate governance

matters and ensuring good

governance practices are

followed throughout

theGroup

Supporting the Chairman and

Non-Executive Directors with

their responsibilities

Communications

withshareholders and

organisation of the AGM

All Directors have access to

the advice of the Company

Secretary

Providing independent

judgement, knowledge

andcommercial experience

to discussions and

decisionmaking

Providing oversight of the

Group’s strategy

Providing constructive

challenge to the Executive

Directors and scrutinising

their performance against

agreed performance

objectives

BOARD COMMITTEES

Audit and Risk Committee

Monitors the integrity of the financial

reporting for the Group, manages the

relationship with the external auditors,

and oversees the effectiveness of

therisk management and internal

control systems

Remuneration Committee

Sets the Remuneration Policy for the

Chairman and the Executive Directors,

and also reviews the remuneration

framework for other

seniormanagement

Nominations Committee

Responsible for leading the process for

appointment of Directors for approval by

the Board, succession planning,

reviewing the structure, size and

composition of the Board and overseeing

diversity and inclusion initiatives

Executive Committee

The Chief Executive is supported by the Executive Team consisting of the Executive Directors, the Marketing Director,

thePeople & Talent Director and the Property Director

Approvals Committee

Responsible for reviewing and

approving central costs, Support

Centre staffing changes and material

procurement contracts

Sustainability Committees

Responsible for developing the Group’s

sustainability strategy around our

people, communities and the planet, and

providing oversight of key sustainability

initiatives, targets andobjectives

Investment Committee

Responsible for reviewing and

approving capital related projects

andinvestments

Senior Independent

Director

Is responsible for:

Non-Executive Directors

Are responsible for:

Leading the Board and

maintaining a culture

of openness, debate

and constructive

challenge

Setting the agenda,

style and tone of

Boardmeetings

Monitoring the

Board’s effectiveness

Ensuring effective

communication

withthe Group’s

shareholders and

otherstakeholders

Managing the Group’s

financial affairs and

supporting the Chief

Executive in the

management of

theGroup

Overseeing the

implementation of

strategy and

monitoring the

performance of

thebusiness

Providing regular

updates to the Board

on all financial matters

of significance

Facilitating two-way

communication between

theBoard and the workforce

through various employee

engagement initiatives

Ensuring that information

feeding into the Board’s

decision-making process

reflects the views of

employees

Day to day

management of the

business of the Group

Developing and

implementing the

Group’sstrategy

agreed by the Board

Delivering the Group’s

sustainability strategy

Ensuring effective

communication

withthe Group’s

shareholders and

otherstakeholders

Managing the Group’s

operational affairs and

supporting the Chief

Executive in the

management of

theGroup

Overseeing the

implementation of

strategy and

monitoring the

performance of

thebusiness

Providing regular

updates to the Board on

all operational matters

of significance

Managing the Group’s

people and talent

agenda including

recruitment, training

and development and

succession planning

Leading the safety

programme

Providing regular

updates to the Board

on all matters relating

to team members,

diversity and inclusion,

culture and

organisational change

Chairman

Is responsible for:

Chief Executive

Is responsible for:

Retail Director

Is responsible for:

People & Talent

Director

Is responsible for:

Finance Director

Is responsible for:

Non-Executive Director

responsible for employee

engagement

Is responsible for:

Company Secretary

Is responsible for:

GOVERNANCE FRAMEWORK

66 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

CORPORATE GOVERNANCE REPORT continued

Board and Committee Meetings

The table below shows the attendance of Directors at Board and Committee meetings held during the year under review.

Director Board

Audit and Risk

Committee

Nominations

Committee

Remuneration

Committee

Michael Turner 9/9 – 5/5 –

Simon Emeny 9/9 – – –

Neil Smith 9/9 – – –

Fred Turner 9/9 – – –

Dawn Browne

7/7 – – –

Sir James Fuller 9/9 – 5/5 –

Richard Fuller 9/9 – – –

Helen Jones 9/9 4/4 5/5 6/6

Robin Rowland

9/9 3/4 5/5 6/6

Juliette Stacey 9/9 4/4 5/5 6/6

1 Includes scheduled and ad hoc meetings.

2 Unable to attend one scheduled meeting due to an external meeting being called at short notice at which it was critical he attended.

Comments were provided on the papers beforehand.

3 Dawn Browne was appointed as an Executive Director on 3 July 2023.

Time Commitment

The Board is satisfied that all Directors

can devote sufficient time to their roles

to discharge their duties effectively.

All Directors are required to seek

permission before accepting any

external appointments so that, amongst

other things, the Board can be satisfied

that they will continue to have sufficient

time available to devote to the Company.

Further, the Nominations Committee

considers the time commitments of

proposed candidates prior to

appointment to the Board to ensure

thatthey are able to dedicate sufficient

time to the role.

Conflicts of Interest

The Board has adopted a procedure, in

accordance with the Company’s Articles,

to consider and, if it sees fit, to authorise

situations were a Director to have an

interest that conflicts, or may possibly

conflict, with the interests of the Company.

Directors have a continuing duty to update

any changes to their conflicts of interest.

The Company maintains a register of

authorised conflicts of interest which

isreviewed atleast annually and

authorisations reconfirmed. The Board

may impose certain limits or conditions

when giving authorisation.

Advice for the Board

All Directors have access to the advice

and services of the Company Secretary,

whose appointment and removal is a

matter for the whole Board. There is

alsoa formal procedure in place under

which Board members can, at the

Company’s expense, obtain independent

professional advice should they decide

itis necessary in order to fulfil their

responsibilities as Directors.

The Company Secretary is responsible

tothe Board for ensuring that Board

procedures are complied with. The

Directors are satisfied that any concerns

they raise at Board meetings are recorded

in the minutes. The Company maintains

appropriate insurance cover inrespect

of legal actionagainst its Directors

andOfficers.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 67

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Nominations

Committee

At a glance

Key Activities During the Year

• Reviewed the Board composition,

supported by the Board’s skills matrix

and agreed the recommendation of

Dawn Browne as a Director

• Considered succession planning

fortheBoard and received

updatesonchanges to Executive

managementroles

• Recommended the appointment

ofDawn Browne, People & Talent

Director to the Board

• Agreed the process for reporting

onnew gender and diversity

requirements set out in the

ListingRules

• Recommended the re-appointment

ofRobin Rowland as a Non-Executive

Director and Juliette Stacey as a

Non-Executive Director and Chair

ofthe Audit and Risk Committee

attheexpiry of their terms

• Facilitated the annual Board

evaluation process for FY2024

• Reviewed the Company’s Inclusion

Plan which sets out our commitments

and initiatives to promote diversity,

equality and inclusion.

Members

Michael Turner (Chair), Juliette Stacey,

Sir James Fuller Bt, HelenJones,

RobinRowland

Number of

meetings

held

Number of

meetings

attended

Michael Turner

(Chair) 5 5

Juliette Stacey 5 5

Sir James Fuller Bt 5 5

Helen Jones 5 5

Robin Rowland 5 5

“We were delighted to recommend

the appointment of Dawn Browne,

who has brought her talent in

both people and operations to

theBoardroom.”

MICHAEL TURNER

CHAIR OF THE NOMINATIONS

COMMITTEE

Key Duties of the Committee

• Lead the process for appointment

andre-appointment of Directors,

forapproval bytheBoard

• Regularly review the size, structure

and composition of the Board

anditsCommittees

• Consider succession planning

fortheBoard and senior

managementpositions

• Oversee the development of the

Company’s policy and initiatives

ondiversity and inclusion

• Oversee Board induction, training

andprofessional development

• Assist the Chairman and Senior

Independent Director with the

implementation of the annual

Boardevaluation.

68 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

NOMINATIONS COMMITTEE REPORT

Dear Shareholder,

As Chair of the Nominations Committee,

I am pleased to present the Nominations

Committee Report for the year ending

30 March 2024.

The Nominations Committee comprises

our three independent Non-Executive

Directors, JulietteStacey, Helen Jones

and Robin Rowland, and Non-Executive

Director, Sir James Fuller, who is the key

contact with family shareholders. In the

event of any matters being discussed

concerning my role, Juliette Stacey, as

Senior Independent Director, would

chair themeeting in line with the Code

requirements. The Chief Executive

attends meetings by invitation and the

Company Secretary acts assecretary to

the Nominations Committee.

We were delighted to recommend the

appointment of Dawn Browne to the

Board with effect from 3 July 2023.

She has brought her talent in both

people and operations to the

Boardroom. Although Dawn had been

with Fuller’s for 12 years she was given

aformal customised induction

programme to support her transition

into the Director role. The induction

aimed to provide business context,

support her understanding of the role

ofthe Director, and recommended

commencement of a professional

development programme. A more

in-depth look at Dawn’s induction can

befound on page 70 of this Report.

As reflected in its terms of reference,

theNominations Committee has further

strengthened its remit this year with

regards to Board composition,

succession and diversity and inclusion

initiatives. These topics have been high

on the Committee’s agenda throughout

the year.

Looking forward to the year ahead, the

Nominations Committee will continue to

focus onlonger term succession planning

to ensure that appropriate succession

arrangements are in place for the Board

and Executive Committee members.

The Nominations Committee will also

continue to oversee implementation of

the Company’s Inclusion Plan which sets

out our commitments and initiatives to

promote diversity, equity and inclusion.

MICHAEL TURNER

CHAIR OF THE NOMINATIONS

COMMITTEE

12 June 2024

Composition, Succession

andEvaluation

Board composition

Details of the Directors, including their

qualifications, experience andother

commitments, are set out on pages 60

and 61. Dawn Browne was appointed to

the Board as a Director with effect from

3 July 2023.

Under its terms ofreference, a key area

of focus for the Nominations Committee

is to keep under review the composition

of the Board and its Committees to

ensure there is the right balance of skills

and experience. The composition of the

Board and its Committees is

alsoconsidered as part of the annual

Board evaluation. During the year, the

Nominations Committee undertook a

comprehensive reviewof the

composition of the Board, taking into

account the skills,experience, diversity

and tenure of the Directors. Thereview

was supported by the Board skills matrix

which captures the current skills and

expertise of theBoard and assists the

Nominations Committee in its

discussions regarding future Board

composition and succession planning.

The matrix demonstrates, along with the

Director biographies on pages 60 to61,

that the Directors have a range of

relevant skills and experience which has

been further strengthened by the

appointment of Dawn Browne.

The Nominations Committee is satisfied

thattheBoard has thenecessary mix

ofskills and subject matter expertise,

further supported by the expertise of

theExecutive Committee members

andfunctional heads.

While at least half of the Board,

excluding the Chairman, is not

independent as stipulated by the Code,

the Committee believes that the

presence of Non-Executive Directors

who are long-standing family

shareholders is important.

The Nominations Committee also

acknowledges that the Chairman

hasbeen in post beyond nine years;

however, theNominations Committee

considers that the Chairman’s

knowledge and understanding of this

long-established family business and

itsrequirements are extremely valuable.

In line with theCode and letters of

appointment, independent Non-

Executive Directors serve no more

thannine years and the chart below

summarises their current tenure and

unexpired terms.

Independent Non-Executive

Director Tenure

2018

Helen Jones

2020 2022 2024 2026

2028

Current term ends Nine year rule

Robin Rowland

Juliette Stacey

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 69

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

Succession planning and the

development of talent is a key focus of

the Nominations Committee, andis a

standing agenda item at each meeting.

The Committee has reviewed and

updated the plan that isin place

forthesuccession ofkey roles.

Talented and“critical to retain”

individuals have been identified,

andeach individual has their own

development plan, owned by the

individual and supported and overseen

by their leader and the People Team.

Development plans are grounded in

datafrom assessments and feedback,

and external partners and experts are

engaged to support development

whererequired.

Role descriptions and personal

specifications for key Board positions,

including the Chairman and Chief

Executive, have been reviewed by the

Committee and updated to reflect the

needs of the business and to support

longer-term succession planning.

Induction and Professional

Development

On appointment, the Nominations

Committee will, in conjunction with

theChairman and the Company

Secretary, ensure that new Directors

undertake a tailored induction

programme. This would typically consist

of an introduction to the Board and the

Executive Team, visitsto pubs and

hotels across the estate, an induction

reference material pack, briefings

ongovernance requirements and legal

andregulatory obligations asa Director,

and access to independentadvisors.

Details of Dawn Browne’s bespoke

induction programme – which takes into

account her long tenure with the

business – are set out below.

Directors are encouraged to attend

training courses, industry forumsand

specialist briefings relevant to their role

throughout the year. The Company

Secretary, in consultation with the

Chairman and Nominations Committee,

has developed a Learning and

Development programme for the Board

and arranges for external speakers and

specialists, such as the Company’s

brokers and legal advisors, tojoinBoard

meetings to brief the Board on topics of

interest as appropriate. During the year,

the Board received a market update and

ESG teach-in presented by the Company’s

brokers. In line with our commitment to

our sustainability journey, an external

advisor facilitated a presentation on

climate risk and TCFD reporting.

Executive Directors are permitted to

hold one other paid directorship, with

the Board’s consent, as the Board

believes that experience ofhow other

boards work enhances the Directors’

contribution to theCompany.

Succession Planning

Succession planning is a key issue for

abusiness that has low turnover

amongst its senior management and

isstill very much a family-controlled

concern while also being a public

listedcompany.

DAWN BROWNE

PEOPLE & TALENT

DIRECTOR

Even though she had been with Fuller’s for 12 years, Dawn

was given a formal and in-depth induction programme on

joining the Board. She joined on 3 July 2023, and the

programme supported her transition into the new role –

building on Dawn’s excellent understanding and knowledge

of the Company, particularly in the area of operations and

people. The induction aimed to provide additional context

around the business and our markets, and a better

understanding of the role of a Director and the framework

in which the Board operates.

“The induction process

has been excellent –

building the additional

skills needed for my

new role.”

THE FIRST MONTH

• Meeting with the Chairman to

discuss Board dynamics, output

and behaviours

• Session with the Company

Secretary to provide an

understanding of the duties of a

director, corporate governance

requirements and Board

processes

• Provision of a Director

Information File including key

corporate information and Board

papers from the last 12 months

• Commencement of the IoD

Certificate in Company Direction

programme.

WITHIN THE FIRST

THREE MONTHS

• Mentoring sessions with Juliette

Stacey, Senior Independent NED

• Time out in trade with the

Non-Executive Directors to build

relationships

• Full participation in the

September 2023 Board meeting,

providing the first People &

Talent update

• Commenced attendance at the

Remuneration Committee as a

standing invitee.

ONGOING DEVELOPMENT

• Introductions to the Company’s

principal advisers

• Coaching with an independent

Board-level coach

• Feedback on any further

induction requirements

• Working towards the IoD

Diploma in Company Direction

and Chartered Directorship.

70 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

NOMINATIONS COMMITTEE REPORT continued

During the year ahead, the Nominations

Committee will continue to focus on

longer-term succession planning to

ensure that appropriate succession

arrangements are in place for the Board

and Executive Committee members.

Election and Re-election

The Nominations Committee is

responsible for recommending to

theBoard the appointment of new

Directorsand the re-appointment of

existing Directors.

The Committee considered the re-

appointment of Robin Rowland as an

Independent Non-Executive Director

whose term expired in March 2024 and

recommended that his term be renewed

for a further three years, to March 2027.

In addition, the Committee also discussed

the re-appointment of Juliette Stacey as

the Senior Independent Director and

Chair of the Audit and Risk Committee,

whose three year term will expire in July

2024, and recommended that her term

berenewed for a further three years, to

July 2027. Both recommendations were

approved by the Board.

At every AGM, one-third of the Directors

are subject to retirement byrotation.

In addition, if any Director has, at the start

of the AGM, been in office for more than

three years since their appointment or

re-appointment, they shall retire at that

AGM and offer themselves for re-election.

At the AGM in July 2024, Simon Emeny

and Fred Turner will retire by rotation

andoffer themselves for re-election.

The Board is of the opinion that each

Director standing for election or re-

election makes an effective and valuable

contribution to the Company towards

itslong-term sustainable success.

The Nominations Committee has

considered the Code requirement

forDirectors to be subject to annual

re-election. In view of the Company’s

size, its ownership structure and its

history, the Board agreed with the

Nominations Committee not to move to

annual re-election of Directors but will

keep this requirement under review.

Diversity and Inclusion

The Board is committed to diversity

andinclusion at both the Board level

andacross the business. Whilst the

Board is alert to the need to ensure

diversity in all its forms is promoted, it

believes appointments should be made

on merit and does not want to adopt

targets that may affect its ability to

makethe right decision for the business

and all its stakeholders.

As and when Board vacancies arise and,

should the support of an executive

search firm be required, the Board and

the Nominations Committee will ensure

that it only uses firms that have signed

up to their industry’s Voluntary Code

ofConduct.

Fuller’s is a signatory to the British

Beerand Pub Association’s (“BBPA”)

diversityand inclusion charter and

ouraim is to ensure all our venues are

inclusive spaces and that we have a

zero-tolerance approach toharassment

ordiscrimination of any kind.

The Nominations Committee has

increased its oversight ofdiversity and

inclusion objectives across thebusiness

and reviewed the Company-wide

Inclusion Plan which has been

developed. Inclusive leadership training

has been completed by the Board,

Executive Team and our senior leaders.

Anannual report on diversity and

inclusion initiatives is presented tothe

Nominations Committee by thePeople

&Talent Director.

The Nominations Committee considered

and reported tothe Board details of new

reporting requirements introduced

bythe Financial Conduct Authority

(“FCA”). These changes set targets

inrelation to Board diversity and the

disclosure of diversity and inclusion

metrics at the Board and Executive

Committee level going forward.

A process for the collection of the

required numerical data was agreed and

the output of this has been included on

page 72.

Currently, the Board does not meet the

target of having women make up at least

40% of the Board or having at least one

Board member from a non-white ethnic

minority background. Juliette Stacey is

our Senior Independent Director and

therefore there is at least one woman

inasenior Board position, as defined

inthe rules.

In line with the Code, the Nominations

Committee has reviewed thegender

balance of those in senior management,

considered tobethe Executive

Committee members, and their

directreports at30 March 2024.

This information is illustrated on the

right alongside details of the gender

balance for the Board and all employees.

Executive Team and

theirdirect reports

53%

47%

Male 17

Female 15

Board

70%

30%

Male 7

Female 3

All Employees (excluding

Directors and Executive Team)

54%

46%

Male 2,743

Female 2,304

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

Board and Executive Management Diversity Disclosures

As at our chosen reference date of 30 March 2024, our year end, the targets and reporting requirements set out in Listing Rule

9.8.6(9) and (10) respectively are reportedbelow.

FCA targets

Target Outcome Position as at 30 March 2024

At least 40% of the Board are women Not met 30% of the Board are women

At least one senior Board position held by a woman Met The position of Senior Independent Director is held by

awoman.

At least one Board Director from a non-white ethnic

minority background

Not met No Directors are from a non-white ethnic minority

background

Gender identity

Director

Number of

Board members

Percentage of

the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in

Executive

management

Percentage of

Executive

management

Men 7 70% 3 4 57%

Women 3 30% 1 3 43%

Other categories 0 0% 0 0 0%

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

Ethnic background

Director

Number of

Board members

Percentage of

the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in

Executive

management

Percentage of

Executive

management

White British or other white (including

minority-white groups) 10 100% 4 7 10 0%

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

Asian/Asian British 0 0% 0 0 0%

Black/African/Caribbean/Black British 0 0% 0 0 0%

Other ethnic group, including Arab 0 0% 0 0 0%

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

Notes:

1 For Board members and Executive management, data was collected via a manual process managed by the Company Secretary.

Members were asked to self-report via an email data collection exercise with options aligned to the categories specified in the Listing Rules.

2 The Chief Executive, Finance Director, Retail Director and People & Talent Director are members of both the Board and Executive

management and are counted in both groups in the above tables.

72 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

NOMINATIONS COMMITTEE REPORT continued

Board Evaluation

The annual Board and Committee evaluation continues toprovide avaluable opportunity for the Board to reflect on how

itoperates, enabling it to improve its effectiveness and that of its Committees. Following the completion of an in-depth external

review for FY2022, on the recommendation of the Nominations Committee, for FY2024, the Board completed an internal

evaluation process between Januaryand February this year, led by the Senior Independent Director. Theevaluation consisted

of a questionnaire which probed how theBoard had operated during the year under review and included the performance of the

Board as whole and its Committees, the effectiveness of the Executive Directors and Non-Executive Directors, key learnings

from the year in review and considerations forfuture areasof focus.

Outcomes and Recommendations from FY2024 Evaluation

The consolidated output was finalised in March 2024. Overall, the output was positive and the evaluation concluded the Board

and its Committees were cohesive and performing well. TheBoard was considered to comprise relevant skills andexperience,

and all Directors were committed to the success ofthe Company.

As would be expected, there were some opportunities identified byBoard members to further improve effectiveness to ensure

that the Company benefits from the combined expertise and insight of theBoard. The key themes have been prioritised and will

be incorporated ina tracker, alongside any ongoing recommendations from the prior year, to monitor progress.

Update on FY2023 Evaluation Recommendations

Good progress has been made against the recommendations arising from the Boardevaluation completed at the end of FY2023

as set out in the table below.

Recommendation Progress update

Increase reporting on people

matters

Following the appointment of the People & Talent Director to the Board there is now a

standing agenda item at Board meetings which provides increased focus on people

matters and a clear connection between people plans and the long term strategy.

Broaden focus on succession

planning to encompass all senior

management roles

Following the broadening of the role of the Nominations Committee in 2023, there has

been a deepened focus on longer term succession planning both for the Board and wider

business. This now features as a standing agenda item at all Nominations Committee

meetings.

Provide opportunities for Non-

Executive Directors to spend days

in trade and engage with the

wider business

Arrangements are facilitated to provide the Non-Executive Directors with more

opportunities to connect with the people in the Company and spend time in trade with the

Executive Team and members of the Operations Team. Non-Executive Directors are now

also invited to Quarterly Business Updates, the General Managers Conference and similar

events across the business to enable them to interact with employees in a more relaxed

environment.

Increase engagement with the

Tenanted business

The forward planner for the Board has been amended to provide the Board with regular

updates from the Tenanted Director.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 73

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Audit and Risk

Committee

At a glance

• Reviewed and confirmed the

appropriateness of the Policy on

Auditor Independence and Provision

of Non-Audit Services

• Reviewed and recommended to the

Board for approval the Tax Strategy

Statement for the year ended

30 March 2024

• Considered the Corporate Criminal

Offence legislation and approved the

Anti-facilitation of Tax Evasion Policy

• Considered reports on key areas of

compliance, including data protection,

employee relations, cyber security,

and whistleblowing; and received an

annual report on health and safety

• Received a climate risk annual update

and training session from an external

sustainability consultant

• Established a clear process for the

development of our TCFD reporting

(the TCFD Reportis set out on pages

43 to 56)

• Considered the FRC’s revisions to the

Corporate Governance Code and

established a plan to implement

changes

• Reviewed EY’s plan for the FY2024

audit, terms of engagement

andproposed fee.

Members

Juliette Stacey (Chair), HelenJones,

Robin Rowland

Number of

meetings

held

Number of

meetings

attended

Juliette Stacey

(Chair) 4 4

Helen Jones 4 4

Robin Rowland 4 3

“The Committee provides

independent challenge to ensure a

robust governance framework.”

JULIETTE STACEY

CHAIR OF THE AUDIT AND RISK

COMMITTEE

Key Duties of the Committee

• Monitors the integrity of the financial

reporting for the Group

• Manages the relationship with the

external auditor

• Oversees the effectiveness of the

riskmanagement and internal

controlsystems.

Key Activities During the Year

• Reviewed the effectiveness of the

Group’s internal controls andrisk

management systems and assessed

the need for an internal auditfunction

• Received updates on specific risk

areas, including cyber risk and

climaterisk

• Reviewed the Group’s principal risks

of the half year and full year results

• Reviewed all matters relating to the

half year and full year results

announcements, including reports

presented by the external auditor

Ernst & Young (“EY”) and assessment

of key judgements and accounting

policies, and assessed whether, taken

as a whole, the Annual Report was

fair, balanced and understandable

• Conducted a review of the

effectiveness of the external audit

process and external auditor, and

recommended EY’s re-appointment

• Reviewed and recommended to the

Board for approval the revised

Anti-Bribery and Corruption Policy

74 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

AUDIT, RISK AND INTERNAL CONTROL

AUDIT AND RISK COMMITTEE REPORT

Dear Shareholder,

I am pleased to present the Audit and

Risk Committee Report for the year

ended 30 March 2024.

This report is intended to provide

shareholders with an understanding of

the work we have completed to provide

assurance on the integrity of the Annual

Report and Accounts for the year ended

30 March 2024. Much of the work of the

Committee is necessarily targeted

around the key areas of financial

reporting, external audit, internal control

and risk management, all of which is

underpinned by a robust governance

framework. A description of the main

activities that the Committee considered

during the year are set out on the

opposite page.

During the year we continued to monitor

the Government’s corporate governance

reforms and welcomed the FRC’s

approach in its revisions to the UK

Corporate Governance Code that

effective governance should be targeted

and proportionate. We intend to update

our terms of reference to reflect changes

to the Code and will meet the required

implementation dates. The release of

the new Code in January 2024 has

allowed us to finalise our roadmap for

enhancing our internal control

environment which will aid the Board in

making their disclosures around the

review of the effectiveness of material

controls, and its outcome, in the FY2027

Annual Report.

In terms of other legislation, the

Committee has considered the reforms

to the identification doctrine arising

from the Economic Crime and Corporate

Transparency Act which significantly

broadens the range of employees who

can trigger corporate criminal liability.

Economic crime training is to be

provided to senior management.

In addition, in respect of corporate

criminal offences, the Committee

intends to examine existing fraud

detection and prevention processes to

establish whether these need to be

enhanced as a result of the new

legislation expected to come into force

in the next year.

Working with our Sustainability Director,

the Audit Committee has supported the

development of the Group’s scenario

planning and reporting in relation to the

Task Force on Climate-Related Financial

Disclosures (“TCFD”). Through this

work, the Board has concluded that

climate change – which is a principal risk

– could have a material impact on our

supply chain, and agreed the risk has

increased. You can read the full TCFD

Report on pages 43 to 56.

I will be attending the AGM on 23 July

2024 and I look forward to answering

any questions about the work of the

Audit and Risk Committee.

JULIETTE STACEY

CHAIR OF THE AUDIT AND RISK

COMMITTEE

12 June 2024

Committee Membership

The Audit and Risk Committee

comprises three independent Non-

Executive Directors and has a good

balance of skills, with competence and

experience in the sector in which the

Group operates. The Chair ofthe Audit

and Risk Committee is a Chartered

Accountant and has abroad range of

experience in senior finance roles, and

istherefore considered to meet the

requirement under the Code that at least

onemember should have recent and

relevant financial experience. TheAudit

and Risk Committee is advised internally

by the Company Secretary, Rachel

Spencer, who also acts as secretary

totheCommittee.

Meeting Attendance

All meetings are attended by the external

auditor and the Company Secretary, and

regular attendees include the Chairman,

Chief Executive, Finance Director, Group

Financial Controller and Risk Manager.

Other senior management attend relevant

meetings at the Audit and Risk Committee

Chair’s request or submit reports as

required by the agenda.

The Audit and Risk Committee meets

atleast once a year with the external

auditor, without management present,

to discuss any matters they may wish

toraise. The Audit and Risk Committee

Chair also meets separately with the

Finance Director and EY outside of

theformal meeting programme, which

helps to identify key areas offocus

andemerging issues that may need

tobe added to the Audit and Risk

Committee’s agenda.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 75

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

During its review of the Group’s

financialstatements for the period

to30 March 2024, the Audit and Risk

Committee hasreviewed the key

judgements and estimates applied in

thepreparation ofthe consolidated

financial statements, including those

communicated by the external auditor

during their reporting. These are

described in the accounting policies

detailed in note 1 to the financial

statements. The Board was made

fullyaware ofanysignificant financial

reporting issues and judgements made

inconnection with the preparation of

thefinancial statements.

The key judgements and estimates

considered by the Audit and Risk

Committee are detailed in the

tablebelow:

Key Activities

The Audit and Risk Committee has a

detailed annual meeting planner which

sets out the key items to be covered at

its scheduled meetings. This includes

reviewing the financial statements and

announcements, monitoring changes in

accounting practices and policies, and

reviewing decisions with a significant

element of judgement.

At each meeting, an update on risk

management and internal controls is

presented, together with reports on

compliance, including employee

relations, data protection andcyber

security. In addition, an annual report

onHealth and Safety matters is presented

to the Audit and Risk Committee. In light

of the impact of inflation and ongoing

tube and rail strikes ontrading during

theyear, there has continued to be

focusaround potential risks arising

fromany ongoing economic and

operational uncertainty.

Key accounting judgement and

estimates

How the issue was addressed

Going concern The Audit and Risk Committee considered the appropriateness of the decision to adopt the going

concern basis of reporting in the preparation of the financial statements. The Audit andRisk

Committee reviewed two scenarios – the “base case” and the downside “severe butplausible”

case, as well as the reverse stress test and the mitigations available to the Group, as disclosed

innote 1 to the financial statements. The Audit and Risk Committee has challenged the

assumptions used in each scenario and is satisfied that, even under a severe but plausible

scenario, the Group has adequate resources for the going concern assessment period and

supports the Group adopting the going concern basis.

Impairment testing

ofpropertyassets

The Audit and Risk Committee considered the proposed impairment of property assets as well

asthe reversal of impairments for both the Half Year Report and the Annual Report.

The Audit and Risk Committee challenged management’s approach, in particular the

methodology and inputs used to estimate both value in use and fair value less cost to sell

forsitelevel impairment reviews, including challenging the underlying trading forecasts.

The Auditand Risk Committee also reviewed the disclosures in the Annual Report to ensure

theirappropriateness. The Audit and Risk Committee was satisfied with the approach

presentedby management, the judgements made for those properties at risk of impairment

andthe related disclosures in the 2024 Annual Report and Accounts.

Separately disclosed items The Audit and Risk Committee considered the nature of items classified as “separately disclosed

items” in the financial statements. The Audit and Risk Committee was satisfied thatthe items

management proposed to be shown as separately disclosed items were not linked to the

underlying trading of the Group. Separately disclosed items include:

• impairment on properties

• settlement or provisions for legal claims and settlement of an insurance claim.

In addition, the Audit and Risk Committee reviewed these disclosures within the 2024

AnnualReport and Accounts to ensure they clearly identified and reconciled to the relevant

GAAP measure.

The Audit and Risk Committee keeps

abreast of regulatory and governance

developments as part of ongoing

reporting from the external auditor and

the Company Secretary.

The effectiveness of the Audit and Risk

Committee formed part of the Board

evaluation process described in the

Nominations Committee Report on

page73.

Financial Reporting and

Significant Judgement

The Audit and Risk Committee monitors

the integrity of the financial information

published in the interim and annual

financial statements and considers the

extent to which suitable accounting

policies have been adopted, presented

and disclosed.

76 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

AUDIT AND RISK COMMITTEE REPORT continued

Going Concern and Viability

Statement

The Audit and Risk Committee assessed

in detail the going concern and viability

reviews undertaken by management, as

detailed in theFinancial Review on page

29. This involved looking at potential

revenues, costs and cash flow modelling

on both a prudent base case and

downside case scenario where there was

much greater uncertainty. The Audit and

Risk Committee was satisfied with the

approach presented by management,

including the judgements madein the

estimation of future cash flows and the

Group’s financing, and considering the

high proportion of freehold propertythat

underpins the estate.

In addition, the Audit and Risk

Committee has reviewed the Group’s

assessment of viability over a period

greater than 12 months. The Audit and

Risk Committee considered the potential

financial impact of the Group’s principal

risks and uncertainties, including the

impact of climate change and climate

change legislation on the Group’s

operations. The Audit and Risk

Committee has concluded that the

factors considered and assumptions

used are appropriate in assessing the

Group’s viability.

Internal Control and Risk

Management

The Board has overall responsibility

forthe Group’s system of internal

control and management of risks and for

reviewing its effectiveness. The system

was designed to provide reasonable

butnot absolute assurance of:

• the mitigation of risks which

mightcause the failure of

businessobjectives

• no material misstatements or losses

• the safeguarding of assets against

unauthorised use or disposal

• the maintenance of proper accounting

records and the reliability offinancial

information used within the business

or for publication

• compliance with applicable laws and

regulations.

The Directors’ statement on the

Company’s system of internal controls

isset out below.

At the start of the year, the Audit

andRisk Committee discussed the

Company’s risk management process

and, on behalf of the Board,considered

the Group’s principal risks which had

been reviewed by the individual risk

owners. Where applicable, the

mitigating actions and controls had been

updated and the risk rating updated.

Any significant changes to risks were

discussed in each subsequent Audit and

Risk Committee meeting.

During the year, a selection of key risks

were presented to theAudit and Risk

Committee or the Board. This has

included risks around climate change

and cyber security.

The Group maintains business continuity

plans and normally tests the resilience

ofthese plans on an annual basis.

In May2024, a scenario based crisis

management exercise based around

afood safety disruptive issue was

completed. There were some learnings

from the exercise which the Executive

Team is evaluating with a view to

implementing any actions to improve

resilience and response capability.

TheBoard and Audit and Risk Committee

also consider the thorough responses

bytheExecutive Team and the broader

management teams to significant

challenges they have faced during

theyear – the continuedchallenging

trading environment due to inflation and

the UK economic uncertainty, and the

repeated disruption to trading due

totube and rail strike action – as solid

evidence of the effectiveness of existing

disaster recovery and business

continuity plans.

The Finance Team is responsible for

theappropriate maintenance of financial

records and processes that ensure all

financial information is relevant, reliable,

in accordance with the applicable laws and

regulations, and distributed both internally

and externally ina timelymanner.

The finance system, launched in

November 2021, has simplified the

accounting process and control

framework. Following on from this,

inNovember 2022, a budgeting and

forecasting system was introduced to

improve the quality of our budgeting

process and insight used for management

decision making. The Investment

Committee and Approvals Committee,

two sub-committees of theExecutive

Committee, further strengthen

controland scrutiny ofcosts across the

business below Board level authority.

The Investment Committee is responsible

for reviewing and approving capital

related projects and investments and for

completing post-investment appraisals.

The Approvals Committee isresponsible

for reviewing and approving central

costs, Support Centre staffing changes

and material procurement contracts.

TheFinance Director chairs both sub-

committees and provides regular updates

to the Executive Committee, and to the

Audit and Risk Committee andtheBoard

as required.

Throughout the period, the Executive

Directors provided relevant and timely

financial commentary to supplement the

financial reporting, ensuring the Audit

and Risk Committee and the Board were

informed of the financial position and

results of the Group.

The Audit and Risk Committee and the

Board have considered the effectiveness

of the Group’s system of internal controls.

Key elements of the system of internal

control designed to address significant

risks and uncertainties, as documented

on pages 30 to32, include:

• clearly defined levels of responsibility

and delegation throughout the Group,

together with well-structured

reporting lines up to theBoard

• the preparation of annual budgets

foreach division, including

commentary on key business

opportunities and risks

• the reviews by the Executive Team

ofactual monthly results against

budget, together with commentary

onsignificant variances and updates

of both profit and cash flow

expectations for the year

• a detailed investment approval

process requiring Board authorisation

for all major projects

• post-implementation appraisals of

major capital expenditureprojects

asrequested by the Board

• regular reporting of legal and

accounting developments to theBoard

• regular review of the Group’s risk

risks by the Audit and Risk Committee

and the Board which,among other

things, take account of the significance

of ESG matters to the business

• information reported through any one

of the whistleblowing channels

• regular reporting of compliance with

dataprotection and health andsafety,

and the monitoring of accident

statistics and the results of health

andsafety audits.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 77

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

External Audit

Ernst & Young LLP were first appointed

in 2021, following a tender process, to

conduct the audit of the Group’s

financial statements for the financial

year to 27 March 2021, and this is its

fourth year auditing the Group’s Annual

Report. In accordance with best practice

and professional standards, the external

auditor is required to adhere toa

rotation policy whereby the audit

engagement partner is rotated at least

every five years. The FY2024 audit is the

fourth year of Rachel Savage’s tenure as

lead audit engagement partner.

The external auditor is invited to attend

all meetings of the Audit and Risk

Committee and report on the plan and

approach for the full year audit.

The Audit and Risk Committee Chair

meets the auditor on a regular basis

during the year, and the Audit and Risk

Committee meets with the auditor,

without management present, at least

annually in order to allow both the

members of the Audit and Risk

Committee andthe auditor to raise

anyissues directly and to discuss the

auditor’s remit.

The Audit and Risk Committee reviewed

the effectiveness of EY’s performance

ofthe external audit process, taking

intoaccount:

• the quality and scope of the audit plan,

and evaluation of delivery and

performance against the plan

• qualifications, efficiency and

performance of the audit team

• the communication between the

Company and EY

• EY’s understanding of the Group’s

business and industry sector

• the results of the FRC’s Audit Quality

Inspection Report on EY.

Internal Audit

The Group does not have a dedicated

internal audit function but uses its own

Finance Team and Retail Audit Team,

augmented with external specialists as

required, to provide assurance regarding

the strength of the control environment

and risk management.

The team of retail business auditors

monitor, in particular, thecontrols over

stock and cash in Managed pubs and

hotels across the estate.

All sites were audited at least once since

the beginning of the year. The Retail Audit

Team has developed an improved risk

dashboard to allow them to more quickly

and objectively assess each site to

support their risk based approach to audit

visits. In addition, the Team have worked

with operations to enhance training and

controls around stock management.

The function reports into the Risk

Manager who attends all meetings of

the Audit and Risk Committee to provide

an update on the activities of the Retail

Audit Team. This includes reporting on

any key control weaknesses which have

been identified and progress against

mitigating actions.

External resource is used when specialist

advice is required on anyareas of risk

orcontrols where the Audit and Risk

Committee considers the business may

be exposed. The Audit and Risk

Committee received regular reports

covering third party audits onhealth

andsafety and food safety matters.

For FY2025, the Audit and Risk Committee

confirmed that the existing arrangements

of internal audit remained appropriate.

Climate Risk and TCFD

Disclosure

The Audit and Risk Committee is

responsible for overseeing that

theeffects and consequences of climate

change are adequately reflected in our

financial statements. Climate related risks

are presented to the Audit and Risk

Committee on an annual basis. During the

year, 3Keel, who provide sustainability

advice to the Company, presented an

annual update on climate risk and the

evolving reporting requirements.

The Audit and Risk Committee reviewed

and agreed that the TCFD disclosures

setout on pages 43 to 56 were

appropriate and that theassumptions

used in the financial statements are

consistent withthese disclosures.

Whistleblowing

The Audit and Risk Committee is

responsible for reviewing theadequacy

and security of the Company’s

arrangements for employees and

contractors to raise concerns about

anysuspected wrongdoing, as set out in

the Company’s Whistleblowing Policy.

TheCompany has in place mechanisms

for concerns to be raised inconfidence

internally andanonymously through

theappointment ofan independent

whistleblowing service operated

bySafecall.

Any whistleblowing reports are reported

immediately to the Audit and Risk

Committee Chair and, following

investigation, to the full Audit and Risk

Committee and, at least annually, to the

Board. Astanding report is tabled at

each Audit and Risk Committee meeting

providing an update on employee

relation matters in the period, which

allows the Audit and Risk Committee to

identify anytrends.

Anti-Bribery and Corruption

To prevent bribery and corruption, the

Group has a policy which allemployees

and contractors must follow.

This includes guidance around the

acceptance of gifts and hospitality.

The policy sets out our commitment to

conducting business in an honest and

ethical manner and our zero-tolerance

approach to bribery and corruption from

our people and any third parties,

including customers andsuppliers.

78 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

AUDIT AND RISK COMMITTEE REPORT continued

After considering these matters, the

Audit and Risk Committee was satisfied

with the effectiveness of the year end

audit process and recommended to the

Board that EY be re-appointed at the

Company’s AGM on 23 July 2024.

During the year, the Company complied

with the provisions of the Statutory

Audit Services for Large Companies

Market Investigation (Mandatory Use of

Competitive Tender Process and Audit

Committee Responsibilities) Order 2014.

Auditor Independence and

Non-Audit Services

Auditor independence and objectivity

are safeguarded by a number of control

measures, and a formal written policy

was approved in January 2021 and

reviewed during the course of the year

toconfirm its continued appropriateness.

The policy sets out processes for

assessing independence and objectivity,

including disclosure requirements of the

auditor, restrictions on the employment

of the auditor’s former employees

andthe circumstances in which the

auditor may be permitted to undertake

non-audit services.

The policy is in line with the

recommendations set out in the FRC’s

Guidance on Audit Committees and

therequirements of the FRC’s Revised

Ethical Standard 2019 (the “Standard”).

In respect of non-audit services, only

avery short list of non-audit services

isnowpermitted under the Standard,

which are detailed in the policy, and

allspend has to be approved by the

Audit and Risk Committee, which

ensures full visibility.

In FY2024, the fees paid to EY

forauditservices were £485,000

(FY2023: £465,000). No fees were paid

for non-recurring audit services

(FY2023: £nil). During the year, fees

paidto EY for non-audit services

included £10,000 for the agreed upon

procedures on the FY2024 Half Year

Results Announcement (FY2023: £45,000

in relation to the review of the FY2023

Half Year Results Announcement).

In addition, EY was paid £6,000

(FY2023: £5,000) for the completion ofa

compliance certificate from the auditor

required under the terms ofthe 6.875%

Debenture Stock 2028 Trust Deed.

In line with the approach taken by

manycompanies, EY is not engaged

toprovide a review opinion on the

halfyear results. However, the lead

engagement partner attends all

meetings of the Audit and Risk

Committee, including the discussions

toapprove thehalf year results.

Fair, Balanced and

Understandable

The Audit and Risk Committee reviewed

whether the 2024 Annual Report, taken

asa whole, was fair, balanced and

understandable, and also whether it

provided the information necessary for

shareholders to assess the Company’s

position and performance, business model

and strategy. In making its assessment,

the Audit and Risk Committee took the

following into account:

• A timetable for the production of

the2024 Annual Report was agreed

bythe Finance Team and the auditor,

with overall co-ordination of the

report being overseen by the

FinanceDirector

• Each section of the report was

prepared by a member of

management with appropriate

knowledge and experience, including

representatives from finance,

communications, companysecretariat

and risk

• Management’s views on each of

thekey judgements, which

werethendiscussed by the Audit

andRisk Committee

• Reports and feedback from the auditor

which were presented totheAudit and

Risk Committee

• Board members received drafts of the

report for review, which provided an

opportunity to provide comments and

ensure messaging was cohesive.

Following its review, the Audit and

RiskCommittee confirmed totheBoard

that the 2024 Annual Report was fair,

balanced and understandable, and

theBoard’s statement is set out on

page115.

JULIETTE STACEY

CHAIR OF THE AUDIT

ANDRISKCOMMITTEE

12 June 2024

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 79

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

Remuneration

Committee

At a glance

• Approved the remuneration

arrangements for the appointment

ofDawn Browne, People & Talent

Director, to the Board on 3 July 2023

• Approved an invitation under the

Group’s all-employee Sharesave

(“SAYE”) Scheme for FY2024

• Completed a review of the

Remuneration Policy (the “Policy”),

last approved by shareholders at

the2021 AGM, and agreed the Policy

being put forward to shareholders

atthis year’s AGM would remain

unchanged from the current Policy

• Noted remuneration proposals for

thewider workforce for FY2025,

implemented with effect from

1 April2024

• Reviewed the independence and

effectiveness of the Remuneration

Committee advisor, Deloitte

• Conducted an annual review of the

Remuneration Committee terms

ofreference.

Members

Helen Jones (Chair), Juliette Stacey,

RobinRowland

Number of

meetings

held

Number of

meetings

attended

Helen Jones (Chair) 6 6

Juliette Stacey 6 6

Robin Rowland 6 6

Key Duties of the Committee

• Sets the Remuneration Policy for the

Chairman, Executive Directors,

Executive Team members and

Divisional Directors

• Determines the total remuneration

package (including pensions, service

agreements and termination payments)

of the Chairman and Executive

Directors and, in consultation with

theChief Executive, determines the

total remuneration package of the

members of the Executive Team and

Divisional Directors

• Reviews workforce remuneration

andrelated policies.

“Our goal is to appropriately

incentivise the Executive Directors

to drive forward the strategic plan

and deliver sustainable long-term

growth for the Company. Our current

Remuneration Policy remains fit

for purpose and is aligned with

shareholder interests.”

HELEN JONES

CHAIR OF THE REMUNERATION

COMMITTEE

Key Activities During the Year

• Reviewed performance under the

Long-Term Incentive Plan (“LTIP”)

including the Recovery LTIP Awards

and Executive Share Option Scheme

(“ESOS”) awards granted in 2021 and

confirmed vesting outcomes

• Set Executive Director objectives and

bonus targets for FY2024 and

approved proposals for the Executive

Team and Divisional Directors

• Agreed the targets for the annual

FY2024 LTIP awards and FY2024

ESOSawards

• Approved pay increases for FY2024

forExecutive Directors, Executive

Team and Divisional Directors taking

into account the pay review for the

wider workforce

• Considered remuneration

arrangements for the wider workforce

• In conjunction with the Board,

received regular reports on Group-

wide remuneration for FY2024 and

wider workforce remuneration

arrangements and issues

• Reviewed the annual Gender Pay

GapReport

80 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

REMUNERATION

DIRECTORS’ REMUNERATION REPORT

Dear Shareholder,

On behalf of the Board, I am pleased to

present the Remuneration Report for the

year ended 30 March 2024, which

includes our revised Directors’

Remuneration Policy (“Policy”) which

will be put to shareholders for approval

at the AGM on 23 July 2024.

Despite the high inflationary

environment, this has been an excellent

year for the Company with significant

progress and growth across the

business. Revenue grew by 7%, to

£359.1 million, like for like sales were up

11.0%, and adjusted profit before tax

increased by 61% to £20.5 million.

Remuneration for FY2024 has been

framed by this strong operational

performance which has been delivered

by the Executive and is reflected in

pay-outs being awarded against variable

elements of pay as detailed below.

Directors’ Remuneration

Policy

Our remuneration philosophy is to

incentivise management to drive business

performance to deliver sustained and

profitable growth. Our Policy was last

presented to shareholders at the AGM in

2021, where we received good support

with a vote in favour of 86.15%. During the

year, the Committee undertook a full

review of the current Policy taking into

account the Group’s strategy, culture and

values, evolving shareholder expectations

and best practice.

Following this review, the Committee

determined the current Policy remains

fit for purpose and continues to support

our strategy of achieving long-term

sustainable value creation for our

shareholders.

The Committee is not intending to make

any significant changes to the current

Policy. Only minor changes have been

made to aid operation and to increase

clarity. References to the Recovery LTIP

have been removed from the Policy as

this was a one-off award in 2021.

The proposed 2024 Policy is presented

in full in this Report, for shareholder

consideration and approval.

Remuneration Arrangements for the People & Talent Director

As previously announced, Dawn Browne, People & Talent Director, joinedthe Board

on 3 July 2023. Her remuneration arrangements on appointment are detailed below

and arein line with the current Policy:

Dawn Browne

Base salary = £215,000

Pension

Bonus

LTIP

7% of base salary

100% of base salary

125% of base salary

Service agreement

12 months’ notice from the Company

Recovery LTIP

In September 2021, the Committee was

concerned about the motivation and

retention of the Executive Directors and

Executive Team members in light of the

challenges faced by the business during

that time. The Committee decided to

grant a one-off Recovery LTIP award

toincentivise Executive Directors to

rebuild the business and profit levels

and provide a strong line of sight for

management during this operational

recovery. The stretching performance

targets for the award were based on

Group adjusted EBITDA (pre IFRS 16)

performance, measured over the period

to FY2024, andwere set to align with the

level of performance required to return

the business to pre-Covid levels of

profitability, to incentivise management

to rebuild the business and profit levels.

During the performance period for the

Recovery LTIP, the Company has faced

exceptional macroeconomic challenges,

including the impact of the war in

Ukraine which resulted in an

unprecedented and extraordinary spike

in energy prices, with inevitable knock-

on effects across the industry and

subsequently the Group’s adjusted

EBITDA (pre IFRS 16) performance.

When the targets were set, the extent to

which energy costs would be impacted

(tenfold increases) could not have been

expected nor foreseen. The impact to

the Group’s performance due to this

exceptional incremental cost increase is

not considered by the Committee to be

reflective of the underlying performance

Incentive Outcomes for

FY2024

Annual bonus

The annual bonus for FY2024 was based

80% on Group adjusted profit before tax

(pre IFRS 16) performance and 20% on

individual strategic performance.

Group adjusted profit before tax (pre

IFRS 16) was £21.1 million, which

exceeded the maximum performance

target of £18.9 million, therefore this

element vested at 100% of maximum.

Performance against individual strategic

objectives was assessed and vested at

90% of maximum. Further details are

disclosed on page 102. Overall, therefore

an annual bonus of 98% of maximum

has been awarded to each of the

Executive Directors other than Dawn

Browne. Dawn Browne was promoted to

the Board (with effect from 3 July 2023)

and at that time her entitlement

increased from 50% to the 100%

maximum salary level. She has

therefore been awarded an annual

bonus of 83.6% of maximum for FY2024.

In the single figure table (page 101), the

bonus figure for Dawn Browne relates to

the portion of the year for which she was

an Executive Director.

LTIP

The LTIP granted in September 2021 was

based on Group adjusted EPS before tax

performance targets measured over the

period to FY2024. The EPS performance

targets for the LTIP were not met and

these awards will lapse in full.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 81

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

of the business. While adjusted EBITDA

(pre IFRS 16) performance for FY2024 of

£52.7 million is below the threshold

target of £55.0 million, the Committee

carefully evaluated the outcome against

the performance of the Company and its

competitors. Taking into account the

strong growth in like for like sales, profit

and dividend levels against the market,

and the experience of shareholders and

stakeholders, the Committee has

concluded that the performance of the

Executive Directors and Executive Team

members in driving the business

forward should be recognised and that

they should not be penalised for

external factors beyond their control.

Accordingly, the Committee has deemed

it appropriate to exercise its discretion

to allow the Recovery LTIP to vest at the

threshold level of 25%.

ESOS

No awards will vest based on performance

for the financial year FY2024.

Conclusion

The Committee considers the level of

pay-out for the incentives above are

reflective of the overall performance of

the Group over the relevant performance

period and are appropriate.

Executive Director

Remuneration for FY2025

Salary

The Remuneration Committee reviewed

carefully the approach taken for the

wider workforce when considering

salary increases for Executive Directors,

given the continued cost pressures

faced by colleagues over the last

12 months. Salary increases across

theGroup consisted of increases of

between 4% and 9%. Base salaries

forExecutive Directors have been

increased by 4% in line with the lowest

increase for the wider workforce.

Executive Director pay increases will

continue to be implemented with

effectfrom 1 June of each year.

Annual bonus

The maximum annual bonus will

continue to be 100% of base salary,

based 80% on Group adjusted profit

before tax (pre IFRS 16) performance and

20% on individual strategic objectives.

Long-term incentive awards

The maximum LTIP award will continue

to be 125% of base salary for the

ChiefExecutive, Retail Director and

People & Talent Director and 100% of

base salary for the Finance Director,

based on the achievement of EPS

performance for FY2027.

Awards under the ESOS will be granted

to Executive Directors with reference to

the tax efficient limit set by HMRC, to

theextent they are eligible.

Non-Executive Director Fees

Non-Executive Director fees were

reviewed in detail by the Board in

December 2023. Based on the output

and taking into account that there had

been no increase in fees for two years,

from 1 January 2024, the basic fee was

increased from £50,000 to £58,000.

This adjustment ensures the fee remains

market competitive and acknowledges

the additional time that NEDs are

expected to spend in the business, as

well as their expanding governance

obligations in an increasingly complex

legal and regulatory environment.

The increase also improves our ability to

attract and retain the best calibre NEDs

bringing industry knowledge and

specialist skills. No changes were made

to the additional fees paid for chairing or

attending a Committee or for any other

additional duties. Further details about

the additional fees are set out on page

105. The Chairman’s fee was last

reviewed by the Remuneration

Committee in 2022 and remains

unchanged for FY2025 at £210,000.

Employee Engagement

andSupport

The Remuneration Committee receives

updates on workforce pay and benefits

throughout the Group and considers

workforce remuneration as part of

thereview of Executive remuneration.

The agreed average annual pay

increasefor all employees was taken

into account by the Remuneration

Committee when agreeing pay reviews

for the Executive Directors, Executive

Team and Divisional Directors.

Shareholder Engagement

The Remuneration Committee welcomes

ongoing shareholder dialogue. Our

intention is that shareholder views will

be sought when there is any significant

change to Directors’ remuneration.

Should shareholders have any concerns

about the Policy, the Remuneration

Committee Chair will endeavour to meet

with them, as appropriate, to understand

and respond to any issues they may have.

I hope that you find the Report clear

andcomprehensive and that ithelps

demonstrate how Directors’ remuneration

is linked to the performance of the

Company. On behalf of the Remuneration

Committee, I would like to thank

shareholders for your continued support

and feedback over the year, andIhope

that you are able to support the resolutions

on the Directors’ Remuneration Policy

and the Annual Report on Remuneration

being presented at this year’s AGM on

Tuesday23 July 2024.

HELEN JONES

CHAIR OF THE REMUNERATION

COMMITTEE

12 June 2024

82 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

REMUNERATION REPORT continued

Directors’ Remuneration Policy

The pages on 84 to 97 set out our Remuneration Policy for Directors (the “Policy”). The Policy will be put forward to shareholders

fortheirbinding approval at the Company’s AGM on 23 July 2024 and will apply to payments made from this date.

Remuneration Philosophy and Principles

In developing the Policy, the Remuneration Committee considered the key principles set out in Provision 40 of the UK Corporate

Governance Code. The Remuneration Committee believes that the Policy is clear and transparent and aligned with our culture.

We operate a simple incentive framework of an annual bonus, an LTIP award, and an ESOS award, subject to maximum award

levels set by HMRC. Award levels are capped with pay-out linked to performance against a limited number of measures which

are linked to our strategy and with stretching but fair targets being set. This ensures that potential reward outcomes are clear

and aligned with performance achieved, with the Remuneration Committee having the discretion to adjust pay-outs where this

is not considered to be the case.

Pay levels are set taking into account external market levels as well as internal practice to ensure pay remains competitive while

being equitable within the Company. Malus and clawback and discretion provisions, LTIP holding periods and shareholding

guidelines, including post-employment, are in place to mitigate reputational and other risks.

Remuneration arrangements are determined throughout the Group based on the same principle: that the remuneration policies

andpractices should be aligned to the Company’s purpose and values, support the delivery of the strategy and promote

long-term sustainable success.

+ =

SALARY BENEFITS PENSION

ANNUAL

BONUS

LTI P ESOS

TOTAL

REMUNERATION

FIXED VARIABLE

Summary of Decision-making Process and Changes to Policy

During the year, the Committee undertook a full review of the Policy to ensure that our approach remains appropriate to

supportour strategy of achieving long-term sustainable shareholder value creation in line with our remuneration philosophy.

In determining the new Policy, the Committee followed a robust process which included discussions on the content of the Policy

at Remuneration Committee meetings during the year. The Committee considered input from management, as well as considering

best practice and guidance from major shareholders. Following this review, it was agreed that the current Policy remains broadly

fit for purpose and continues to ensure that our approach remains appropriate to support our strategy of achieving long-term

sustainable value creation for our shareholders and to ensure that our remuneration arrangements appropriately reflect best

practice and shareholder expectations.

The Committee is not intending to make any significant changes to the current Policy. Only minor changes have been made to aid

operation and to increase clarity. References to the Recovery LTIP have been removed from the Policy as this was a one-off award in2021.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 83

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Executive Directors

Element Purpose and link to strategy Operation Maximum opportunity Performance measure

Base salary

To recruit, retain and

reward high calibre

Executive Directors to

deliver the Company’s

strategy. The salary will

reflect each role, the

importance of that role

to the business and the

experience the individual

brings to it.

The Committee sets base salary

taking into account:

• the individual’s skills,

experience and their

performance

• salary levels at other

companies of a similar size

and complexity

• pay and conditions elsewhere

in the Group.

Normally reviewed annually.

Any salary increases are

normally effective from 1 June.

Whilst there is no maximum

salary, increases will normally

be in line with the typical

increases awarded to other

employees in the Group.

However, increases may be

above this level in certain

circumstances such as, but

not limited to:

• where an Executive Director

has been appointed to the

Board at a lower than

typical market salary to

allow for growth in the role,

larger increases may be

awarded to move salary

positioning closer to typical

market level as the

Executive Director gains

experience

• where an Executive Director

has been promoted or has

had a change in

responsibilities

• where there has been a

significant change in market

practice or the size and

complexity of the

organisation.

Not applicable.

84 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

REMUNERATION REPORT continued

Element Purpose and link to strategy Operation Maximum opportunity Performance measure

Benefits

To provide a competitive

benefits package to help

recruit and retain high

calibre Executive

Directors and support

their wellbeing.

The Company offers Executives

a range of benefits which

include, but are not limited to:

• car allowance

• life assurance and permanent

health insurance

• private medical insurance and

regular medical check ups

• optional cash vouchers for use

in Fuller’s pubs and hotels

• subscriptions to professional

bodies or other relevant

organisations.

Executives can also participate

in Group-wide employee

benefits, such as an employee

discount which is linked to

length of service and all-

employee share plans up to

limits approved by HMRC.

The Committee may introduce

other benefits or allowances if

itis considered appropriate to

do so.

Executive Directors shall be

reimbursed for all reasonable

expenses, and the Company

may settle any tax incurred.

Where an Executive Director is

required to relocate to perform

their role, the appropriate

one-off or ongoing benefits

maybe provided (e.g. housing,

schooling, etc.).

The cost of the provision

ofallowances and benefits

varies from year to year

depending on the cost to

theCompany and there is

noprescribed maximum limit.

However, the Committee

monitors annually the overall

cost of the benefits provided,

to ensure that it remains

appropriate. The Committee

takes into account relevant

facts including, but not

limited to, the overall costs

tothe Company in securing

the benefits, individual

circumstances, benefits

provided to the wider

workforce and market

practice.

Not applicable.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 85

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Element Purpose and link to strategy Operation Maximum opportunity Performance measure

Annual bonus

To incentivise Executive

Directors to deliver

annual performance

against stretching

targets in line with the

Group strategy and to

align their interests with

those of shareholders.

Bonuses are normally based on

annual performance targets set

by the Committee (typically

measured over a financial year).

Any bonus earned of up to 75%

of salary will normally be paid

in cash following the year end.

Any bonus earned in excess of

75% will normally be deferred

into shares under the Bonus and

Deferred Bonus Plan (“BDBP”)

for three years subject to

continued employment.

The Committee may decide to

pay the entire bonus in cash

where the amount to be

deferred into shares would, in

the opinion of the Committee,

be so small it is administratively

burdensome to apply deferral.

Bonuses are not pensionable.

The Committee may, in its

discretion adjust annual bonus

payments if it considers that the

outcome does not reflect the

underlying financial or non-

financial performance of the

participant or the Group over

the relevant period or that such

pay-out level is not appropriate

in the context of circumstances

that were unexpected or

unforeseen when the targets

were set. When making this

judgment, the Committee may

take into account such factors

as the Committee considers

relevant.

Malus and clawback

provisionsapply, as detailed on

page 92.

Maximum annual bonus

opportunity of 100% of base

salary may be awarded in

respect of a financial year.

Normally 50% of the bonus

shall pay-out for on-target

levels of performance.

The annual bonus normally

starts to accrue for meeting

threshold levels of

performance.

The Committee retains

discretion to vary the level

ofpayout for threshold and

target performance if it

considers it to be appropriate.

The Committee shall

determine

performance

measures for the

bonus each year.

These may include

financial measures

(e.g. profitability) and

other metrics linked

to the delivery of the

business strategy.

Normally no less than

70% of the annual

bonus will be based

on financial

measures.

86 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

REMUNERATION REPORT continued

Element Purpose and link to strategy Operation Maximum opportunity Performance measure

Long-Term

Incentive

Plan (“LTIP”)

To align the long-term

interests of the Executive

Directors with the

Company’s objective of

creating shareholder

value and support

alignment with

shareholder interests.

To incentivise value

creation over the long

term and support

stewardship.

Awards can be in the form of

conditional shares or in such

other form that the Committee

determines has the same

economic effect. Awards can be

over ‘A’ (listed), and ‘B’ and ‘C’

(unlisted) ordinary shares and

the Committee may alter the

distribution between the

different classes of shares,

provided that there is no

increase in the aggregate

market value of the award.

Awards normally vest based

onperformance assessed

overa period not shorter than

three years.

Awards granted will normally

be subject to a holding period

oftwo years following the end

of the performance period.

The Committee may, in its

discretion, adjust LTIP vesting

levels if it considers that the

outcome does not reflect the

underlying financial or non-

financial performance of the

participant, the Group or the

experience of shareholders or

other stakeholders over the

relevant period or such vesting

is not appropriate in the context

of circumstances that were

unexpected or unforeseen

whenthe targets were set.

When making this judgment,

the Committee may take into

account such factors as the

Committee considers relevant.

Malus and clawback provisions

apply, as detailed on page 92.

The maximum annual award

in respect of a financial year

is125% of base salary.

Normally 25% of awards

vestfor threshold levels of

performance, with full vesting

achieving maximum

performance. No award

normally vests for achieving

below threshold performance.

Awards granted will

vest subject to

pre-tax adjusted EPS

performance which

will normally be

measured over a

period of three years.

The Committee

mayuse different

performance

measures for future

awards if it is deemed

appropriate and more

reflective of the

Group’s strategy and

metrics relevant to

the business.

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Element Purpose and link to strategy Operation Maximum opportunity Performance measure

Executive

Share Option

Scheme

To align the interests of

Executive Directors with

the Company’s objective

of alignment with

shareholder interests.

A tax-advantaged market value

share option plan.

Executive Directors may be

granted market value options

upto a maximum total value

setby HMRC.

Options vest based on

performance over a three

yearperiod.

Once vested, options must be

exercised before the tenth

anniversary of grant.

Executives may be granted

and hold options up to the

maximum value set by HMRC

at any one time.

An ESOS option will vest

infull if the threshold

performance level is

achieved.

The vesting of ESOS

options is subject to

the achievement of

performance

conditions which

willnormally be

measured over a

period of not less

than three years.

The Committee

intends to use

adjusted EPS as

theperformance

condition.

The Committee

may,however,

usedifferent

performance

measures if it is

deemed appropriate

and more reflective of

the Group’s strategy

and metrics relevant

to the business.

Pension

To provide Executive

Directors with long-term

pension provisions on an

appropriate basis.

The Company operates a

varietyof pension benefits.

Executive Directors are either

members of the Company’s

defined contribution pension

plan or receive a salary

supplement or a mixture

ofthese.

For any new Executive

Director appointed to the

Board from 1 April 2020, the

pension opportunity will be

inline with the policy for the

majority of the workforce.

For Executive Directors

appointed prior to 1 April

2020, the maximum annual

pension contribution or

cashallowance remains

at17.5% ofbase salary.

Executive Directors will

normally be expected to

makea net contribution of

7%of base salary themselves.

The Chief Executive is

alsoamember of the

mainsection of the defined

benefit pension plan which

isclosed to future accrual.

Not applicable.

88 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

REMUNERATION REPORT continued

Element Purpose and link to strategy Operation Maximum opportunity Performance measure

ownership

guidelines

Align the interests of

Executive Directors and

shareholders and

encourage long-term

shareholding and

commitment to the

Company both in and

post-employment.

Executive Directors are

expected to build and maintain

a holding of shares in the

Company equal to at least 200%

of base salary.

Executive Directors are

expected to retain 50% of any

post-tax shares that vest under

any share incentive

arrangements until this

shareholding is reached.

The Committee also has a

policy to promote interests in

shares following cessation of

employment to enable the

interest of former Executive

Directors to remain aligned with

the interests of shareholders for

an extended period after

leaving employment.

Following ceasing to be an

Executive Director, Executive

Directors will normally be

expected to maintain a

minimum shareholding of

200%of base salary (or actual

shareholding if lower) for the

first 12 months following

departure from the Board and

100% of base salary (or actual

shareholding if lower) for the

subsequent 12 months.

The Committee retains

discretion to waive this

guideline if it is not

consideredappropriate in

thespecific circumstances.

Not applicable. Not applicable.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 89

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Non-Executive Directors

Element Purpose and link to strategy Operation Maximum opportunity Performance measure

Basic and

additional

fees

To attract and retain high

calibre Non-Executive

Directors by offering

market competitive fee

levels that recognise the

time that the Non-

Executive Directors

commit to their various

roles and reflective of the

experience they bring to

the role.

Fees are set taking into

account pay and

conditions throughout

the business.

The fees are paid in cash.

Fees are reviewed periodically.

The fees paid to the Chairman

are determined by the

Remuneration Committee.

The fees paid to the other

Non-Executive Directors are

determined by the Chairman

and the Executive Directors.

Fees are set taking into account

the time commitment required

to fulfil the role and typical

practice at other similar

companies.

The policy in relation to Non-

Executive Directors’ fees is to pay

a basic fee for membership of the

Board, and additional fees for the

Senior Independent Director and

for chairship of a Committee to

take into account the additional

responsibilities and time

commitment of these roles.

Additional fees may be paid to

reflect additional Board or

Committee responsibilities as

appropriate (such as liaising

with family shareholders).

There is no maximum fee level

other than as provided by

Article 112 of the Company’s

Articles of Association.

Not applicable.

Benefits

To provide suitable

arrangements to allow

Non-Executive Directors

to discharge their duties

effectively.

Reasonable costs in relation

totravel and accommodation

are reimbursed to the Chairman

and Non-Executive Directors.

The Company may meet any

taxliabilities that may arise on

such expenses.

The Chairman and Non-

Executive Directors do not

participate in incentive schemes.

None of the Non-Executive

Directors are members of any

Group pension scheme with the

exception of Michael Turner and

Richard Fuller who are both

pensioners of the Directors’

section of the defined benefit

pension plan.

The Chairman also receives life

assurance cover and private

medical insurance.

Additional non-significant

benefits may be introduced if

considered appropriate.

There is no maximum benefit

opportunity.

Not applicable.

90 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

REMUNERATION REPORT continued

Element Purpose and link to strategy Operation Maximum opportunity Performance measure

ownership

guidelines

Align the interests of

Non-Executive Directors

and shareholders and

encourage long term

shareholding and

commitment to the

Company

Non-Executive Directors are

expected to hold a minimum

shareholding level as agreed

from time to time by the Board.

This is currently set at

£500-worth in nominal value

of‘A’ ordinary shares,

representing 1,250 ‘A’

ordinaryshares.

Not applicable. Not applicable.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 91

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Information Supporting the Policy

Malus and clawback

Cash annual bonus payments may be clawed back for a period of three years from the date of payment. Malus and clawback

provisions apply under the BDBP and LTIP (including Recovery LTIP awards granted under the previous Policy) from award to

the third anniversary of the grant date in the case of BDBP awards and sixth anniversary of the award date for LTIP awards.

The circumstances in which malus/clawback may apply are a material misstatement of financial results, an error in assessing

performance or in the information/assumptions used, a material failure of risk management, serious reputational damage,

serious misconduct by the participant, or any other similar circumstances.

Share plan operation

The Committee will operate the annual bonus, BDBP, LTIP and ESOS in accordance with the Rules of the plans. Awards under

any of the Company’s share plans may:

• have any performance conditions applicable to them amended or substituted by the Committee in circumstances where the

Committee determines an amended or substituted performance condition would be more appropriate and not materially less

difficult to satisfy

• incorporate the right to receive an amount equal to the value of dividends which would have been paid on the shares under an

award that vests up to the time of vesting (this provision does not apply to the ESOS). This amount may be calculated

assuming that the dividends have been reinvested in the Company’s shares on a cumulative basis

• be settled in cash at the Committee’s discretion (this provision does not apply to the ESOS). For Executive Directors, this

provision will only be used in exceptional circumstances such as where for regulatory reasons it is not possible to settle

awards in shares

• be adjusted in the event of any variation of the Company’s share capital or any demerger, delisting, special dividend or other

event that may affect the Company’s share price.

Approved Payments

The Committee reserves the right to make any remuneration payments and/or payments for loss of office (including exercising

any discretions available to it in connection with such payments) notwithstanding that they are not in line with the Policy set out

above where the terms of the payment were agreed (i) before the Policy set out above came into effect, provided that the terms

of the payment were consistent with any applicable shareholder-approved Directors’ Remuneration Policy in force at the time

they were agreed or where otherwise approved by shareholders; or (ii) at a time when the relevant individual was not a Director

of the Company (or other persons to whom the Policy set out above applies) and, in the opinion of the Committee, the payment

was not in consideration for the individual becoming a Director of the Company or such other person. For these purposes

“payments” includes the Committee satisfying awards of variable remuneration and, in relation to an award over shares, the

terms of the payment are “agreed” no later than the time the award is granted. This Policy applies equally to any individual who

is required to be treated as a Director under the applicable regulations.

Selection of Performance Measures

Annual bonus

The annual bonus performance measures are intended to incentivise Executive Directors to achieve the financial objectives of

the Group and deliver the business strategy. The particular bonus metrics are selected by the Committee each year to ensure

that Executive Directors are appropriately focused on the key objectives for the next 12 months.

LTIP and ESOS

Our long-term strategic objective is to provide long-term sustainable returns for all of our shareholders. It is intended that awards

will be based on pre-tax adjusted EPS performance to provide a clear incentive for Executives to deliver on this objective.

Performance targets for the annual bonus, LTIP and ESOS are set taking into account internal budget forecasts, external

expectations and the need to ensure that targets remain motivational.

Adjustment of targets

The Committee retains the ability to adjust or set different performance measures or targets if events occur (such as a change in

strategy, a material acquisition and/or divestment of a Group business or a change in prevailing market conditions) which cause

the Committee to determine that the performance measures and/or targets are no longer appropriate and the amendment is

required so that they achieve their original purpose and are not materially less difficult to satisfy.

92 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

REMUNERATION REPORT continued

Remuneration outcomes in different performance scenarios

Based on the Policy for FY2025, the charts below provide an illustration of the proportion of total remuneration made up of each

component of the Policy by fixed and variable elements and at different levels of performance. A significant proportion is based

on performance related pay, including shares, which aligns the interests of the Executive Directors with those of shareholders.

Four performance scenarios have been illustrated for each Executive Director:

Below threshold performance • Fixed remuneration (base salary, benefits, and pension)

• No annual bonus pay-out

• No vesting under the LTIP

In-line with expectations • Fixed remuneration (base salary, benefits, and pension)

• 50% annual bonus pay-out

• 50% vesting under the LTIP

Maximum performance • Fixed remuneration (base salary, benefits, and pension)

• 100% annual bonus pay-out

• 100% vesting under the LTIP

Maximum performance plus 50% share price growth • Fixed remuneration (base salary, benefits, and pension)

• 100% annual bonus pay-out

• 100% vesting under the LTIP plus 50% share price growth

The charts have been prepared on the following basis:

• Base salary – the base salary in place at 1 June 2024

• Benefits – based on the disclosed benefits value in the single figure table for FY2024

• Pensions – based on the agreed contribution rates for the individual Executive Director

• Bonus – the normal maximum annual bonus of 100% of base salary

• LTIP – based on the maximum award of 125% for the Chief Executive, Retail Director and People & Talent Director and 100%

for the Finance Director

• ESOS has not been included on the basis that awards are not granted at regular intervals

• No payment of dividend equivalents has been assumed

• Potential benefits under all-employee share plans have not been included

• No share price growth has been assumed other than where stated.

Simon Emeny – Chief Executive Neil Smith – Finance Director

100% 52%

35%

30%

27%

36%

46%

21%

29%

24%

Maximum plus

share price growth

(50%)

1,500

2,000

1,000

2,500

500

2,366

2,004

1,353

701

MaximumIn line with

expectation

Minimum

£'000s

100% 52%

36%

30%

24%

32%

42%

24%

32%

28%

900

1,200

600

1,500

300

1,442

1,242

841

441

£’000s

Maximum plus

share price growth

(50%)

MaximumIn line with

expectation

Minimum

Fred Turner – Retail Director Dawn Browne – People & Talent Director

100% 53%

36%

31%

26%

36%

45%

21%

28%

24%

600

800

400

1,000

£'000s

200

959

815

554

294

Maximum plus

share price growth

(50%)

MaximumIn line with

expectation

Minimum

100% 50% 33% 28%

28%

37%

47%

22%

30%

25%

600

800

400

1,000

200

894

755

503

252

£'000s

Maximum plus

share price growth

(50%)

MaximumIn line with

expectation

Minimum

Fixed Bonus LTIP/Share options

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 93

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Remuneration Arrangements Throughout the Group

Remuneration arrangements are determined throughout the Group based on the same principle; that the Remuneration policies

and practices should be aligned to the Company’s purpose and values and support the delivery of the strategy and promote

long-term sustainable success.

Remuneration Policy for Newly Appointed Directors

When determining the remuneration package for a newly appointed Executive Director, the Committee would seek to apply the

following principles:

• The package should be market competitive to facilitate the recruitment of individuals of sufficient calibre to lead the business.

At the same time, the Committee would intend to pay no more than it believes is necessary to secure the required talent

• New Executive Directors will normally receive a base salary, benefits and pension contributions in line with the Policy

described on pages 84 to 91 and would also be eligible to join the bonus and equity incentive plans up to the limits set out in

the Policy

• In addition, the Committee has discretion to include any other remuneration component or award which it feels is appropriate

taking into account the specific circumstances of the recruitment, subject to the limit on variable remuneration set out below.

The key terms and rationale for any such component would be disclosed as appropriate in the Remuneration Report for the

relevant year

• Where an individual forfeits outstanding variable pay opportunities or contractual rights at a previous employer as a result

oftheir appointment, the Committee may offer compensatory payments or awards, in such form as the Committee considers

appropriate, taking into account all relevant factors including the form of awards, expected value and vesting timeframe of

forfeited opportunities. When determining any such “buyout”, the guiding principle would be that awards would generally

beon a “like for like” basis unless this is considered by the Committee not to be practical or appropriate

• The maximum level of variable remuneration which may normally be awarded (excluding any “buyout” awards referred to

above) in respect of recruitment is 225% of salary, which is in line with the current maximum limit under the annual bonus

andLTIP

• Where an Executive Director is required to relocate from their home location to take up their role, the Committee may provide

assistance with relocation (either via one-off or on-going payments or benefits)

• In the event that an internal candidate is promoted to the Board, legacy terms and conditions would normally be honoured,

including any accrued pension entitlements and any outstanding incentive awards.

To facilitate any buyout awards outlined above, in the event of recruitment the Committee may grant awards to a new

ExecutiveDirector relying on the exemption in the Listing Rules which allows for the grant of awards, to facilitate, in unusual

circumstances, the recruitment of an Executive Director, without seeking prior shareholder approval or under any other

appropriate Company incentive plan.

The remuneration package for a newly appointed Non-Executive Director would normally be in line with the structure set out

inthe policy table for Non-Executive Directors.

REMUNERATION REPORT continued

94 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

Service Contracts and Letters of Appointment/Payments on Loss of Office

Executive Directors have rolling service contracts terminable on no more than one year’s notice served by the Company

orDirector. In the event of early termination, Executive Directors are entitled to a payment equal to the salary due for the

unexpired period of their notice, payable in monthly instalments, subject to mitigation. Simon Emeny’s contract has been in

place for a number of years and in the event of early termination, he would be entitled to a payment equal to his base salary

andthe value of all benefits for the unexpired period of his notice, without any reduction for mitigation.

The Chairman and Non-Executive Directors serve the Company on the basis of renewable letters of appointment which can be

terminated by written notice by either party. No compensation is awarded on termination.

The following sets out the date of the Executive Directors’ service contracts and Non-Executive Directors’ dates of appointment:

Executive Directors Date of contract Notice period

Simon Emeny 13 January 1999 12 months

Neil Smith 16 June 2021 12 months

Fred Turner 23 May 2019 12 months

Dawn Browne 3 July 2023 12 months

Non-Executive Directors Date of appointment Term expires

Michael Turner

1 July 2013 June 2025

Juliette Stacey 21 March 2018 July 2027

Sir James Fuller 1 June 2010 May 2025

Richard Fuller

1 February 2020 January 2025

Helen Jones 12 March 2019 March 2025

Robin Rowland 23 March 2020 March 2027

1 Michael Turner was first appointed to the Board as an Executive Director in January 1985 and became Non-Executive Chairman on

1 July2013.

2 Richard Fuller was first appointed to the Board as an Executive Director in December 2009 and was appointed as a Non-Executive Director

on1 February 2020.

Service contracts and letters of appointment are available for inspection at the AGM and at the Company’s registered office.

When determining leaving arrangements for an Executive Director, the Committee takes into account any contractual

agreements including the provisions of any incentive arrangements, typical market practice and the performance and conduct

of the individual.

The Committee may make any other payments in connection with a Director’s cessation of office or employment where the

payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an

obligation) or by way of settlement of any claim arising in connection with the cessation of a Director’s office or employment.

Any such payments may include but are not limited to paying any fees for outplacement assistance and/or the Director’s legal

and/or professional advice fees in connection with their cessation of office or employment.

Annual bonus

The Committee may determine that an Executive Director may remain eligible to receive a pro-rata bonus for the financial year

in respect of the period they remained in employment. The Committee will determine the level of bonus taking into account

time in employment, the circumstances of cessation of employment and performance.

Share plan leaver rules

The treatment of leavers under the Company’s LTIPs is determined by the rules of the relevant plans.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 95

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Good leavers Leavers in other circumstances

BDBP

If a participant dies, their BDBP award will vest.

If a participant becomes a good leaver for any

other reason, BDBP awards would normally

continue and vest in full on the normal vesting

date. The Committee may exercise discretion

to allow awards to vest at the time of cessation

of employment or to pro-rate the vesting

levelto reflect the proportion of the vesting

period served.

Awards lapse.

LTIP and Recovery LTIP

If a participant becomes a good leaver, LTIP

awards will not lapse, but will normally be

pro-rated to reflect the proportion of the

performance period served and remain subject

to performance conditions (unless the

Committee determines otherwise). LTIP awards

will normally vest on the normal vesting date.

The Committee may determine that LTIP

awards should vest as soon as practical

following cessation of employment.

Awards lapse.

If a participant ceases employment during

theholding period (other than in the event of

gross misconduct) then awards will normally

continue and be released at the normal release

date. The Committee may exercise discretion

to allow awards to be released at the time of

cessation of employment.

ESOS

If a participant dies, ESOS awards will not

lapse, but may be exercised for a period of

12 months following death. If a participant

becomes a good leaver for any other reason,

ESOS awards will not lapse, but may be

exercised until six months after the third

anniversary of grant (or six months after

cessation if later). ESOS awards will continue

to be subject to performance conditions.

Awards lapse.

All-employee share plans

Leaver provisions are determined in accordance with HMRC-approved provisions.

REMUNERATION REPORT continued

96 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

Terms and Conditions for the Chairman and Non-Executive Directors

The Chairman and Non-Executive Directors serve the Company on the basis of renewable letters of appointment which can be

terminated by written notice by either party. No compensation is awarded on termination. Letters of appointment are available

for inspection at the AGM and at the Company’s registered office.

Change of Control

In the event of a takeover or winding up of the Company, share awards may vest early, subject (where relevant) to the extent to

which performance conditions have been satisfied. Awards (other than awards under the BDBP) will normally be pro-rated for

time since award unless the Committee determines otherwise. In the case of a demerger, special dividend or similar

circumstances, awards may, at the Committee’s discretion, vest early on the same basis as for a takeover.

Consideration of Employment Conditions Elsewhere in the Company

The Committee is advised of the proposed annual pay review for the wider workforce in advance of them considering the

proposed pay reviews for Directors, so that this can be taken into account when determining Directors’ remuneration for the

relevant financial year. Salary increases will ordinarily be (in percentage terms) in line with those of the wider workforce, and

significant variances would only be expected where there had been a significant change in an individual’s responsibilities or

amarket review had been conducted which suggested that an individual’s salary was no longer competitive, or where the

Committee wanted to take account of an individual’s performance or experience. The Committee would also be advised if there

were any other key changes to the terms and conditions on which the wider workforce are employed.

Consideration of Employee Views

The Committee does not formally consult directly with employees on Executive pay or in drawing up the Remuneration Policy

but does receive periodic updates from the People & Talent Director and from the Non-Executive Director responsible for

workforce engagement and takes into account any relevant feedback from employee engagement surveys. Share ownership

amongst the Company’s employees is encouraged through the SAYE Scheme. These tax-advantaged schemes allow employees

to participate as shareholders and align their interests with those of the shareholders.

Consideration of Shareholder Views

Based on the fact that no changes have been made from the Policy approved by shareholders in 2021, save for the removal

ofthe Recovery LTIP, and no concerns have previously been raised by shareholders, the Committee agreed that it was not

necessary to consult with shareholders. Our intention is that shareholder views will be sought when there is any significant

change to Directors’ remuneration. Should shareholders have any concerns about the Remuneration Policy, the Committee

Chairman endeavours to meet with them, as appropriate, to understand and respond to any issues they may have.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 97

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

Annual Report on Remuneration

This Annual Report on Remuneration from this page to page 111 will be put to an advisory shareholder vote at the Company’s

AGM on23 July 2024.

Summary of implementation in FY2024:

FIXED

Current Policy Key features Implementation in FY2024

Base salary

Reflects the importance ofthe role to

the business and the experience the

individual brings to it

Reviewed annually with increases

normally effective from 1 June

Increases will normally bein line with

increases across the Group

Increased by 6% from 1 June 2023 inline

with the wider workforce

• Chief Executive – £556,500

• Finance Director – £385,000

• Retail Director – £222,500

Following appointment on 3 July 2023,

the People & Talent Director’s salary was

set at £215,000

Benefits

Provides competitive benefits which

also protect the individual and provides

preventative care for them

The Company offers Executive

Directors arange of benefits consistent

with the role

Taxable benefits included:

• a car allowance

• private medical insurance

• optional cash vouchers for use in

Fuller’s pubs and hotels

Non-taxable benefits included:

• life assurance and permanent health

insurance

• Group-wide employee benefits, such

as an employee discount linked to

length of service and all-employee

share plans

Pension

Provides an appropriate level of

retirement benefits

Executive Directors are either members

of the Company’s defined contribution

plan or receive a cash allowance in lieu

of pension

Pension rates are as follows:

• Chief Executive – 17.5% of base salary

• Finance Director – 5% of base salary

• Retail Director – 17.5% of base salary

On appointment to the Board, the

pension contribution for the People &

Talent Director was set at 7% of base

salary which aligns to the pension rate

available to those employed by Fuller,

Smith & Turner P.L.C.

REMUNERATION REPORT continued

98 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

VARIABLE

Key features Implementation in FY2024

Annual bonus

Incentivises achievement of annual

financial objectives and delivery ofthe

business strategy

Maximum opportunity of100% of salary

basedon annual performance targets

Any bonus earned in excess of 75% of

salary will normally be deferred into

shares for three years

The maximum bonus award for

Executive Directors was 100% of base

salary based 80% on Group pre-IFRS 16

adjusted profit before tax and 20% on

individual strategic performance

Bonus pay-out:

• Chief Executive – £545,370

• Finance Director – £377,300

• Retail Director – £218,050

• People & Talent Director – £157,446

On appointment to the Board, the bonus

opportunity for the People & Talent

Director, Dawn Browne, was increased to

100% of salary. In the single figure table

(page 101), the bonus figure for Dawn

Browne relates to the portion of the year

for which she was an Executive Director.

Performance measures and targets are

consistent with other Executive

Directors.

LTIP

Incentivises the delivery of long-term

sustainable returns for all shareholders

The maximum annual award in respect

of a financial year is 125% of base salary

Awards vest based on performance over

three financial years

Normally 25% of awards vest for

threshold levels of performance

Recovery LTIP awards (granted on a

one-off basis in 2021) have a maximum

opportunity of250% of base salary

The Chief Executive, Retail Director and

People & Talent Director were granted

awards of 125% of salary and the Finance

Director was granted an award of 100%

of base salary

Awards were based on pre-tax adjusted

EPS performance for FY2026of:

• Threshold – EPS of 39.78p

• Maximum – EPS of 55.90p

2021 LTIP award

EPS performance was below the

threshold target and therefore this

awardlapsed.

2021 Recovery LTIP award

Adjusted EBITDA (pre IFRS 16)

performance was below the threshold

target but in recognition of the

extraordinary cost environment over the

performance period which has impacted

profitability, and management’s strong

performance, the Committee exercised

discretion to allow for 25% of the award

to vest (see page 103 for further details).

ESOS

Aligns interests of Executive Directors

with those of shareholders and

incentivises deliveryof long-term

sustainable returns

Executive Directors may be granted

market value options up to a maximum

total value set by HMRC

Options vest based on performance over

three financial years

Once vested, options must be exercised

before the tenth anniversary ofgrant

Awards made to Executive Directors up

to the maximum value set by HMRC at

the time of award

Awards were based on adjusted EPS

performance for FY2026 of 23.58p

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 99

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Statement of Implementation of Remuneration Policy for FY2025

This part of the Directors’ Remuneration Report sets out how the Policy will be operated in the coming year.

Base Salaries

The Executive Directors’ base salaries have been increased by 4% in line with the lowest increase received across the wider

workforce. The Remuneration Committee reviewed carefully the approach taken for the wider workforce when considering

salary increases for Executive Directors, given the continued cost pressures faced by colleagues over the last 12 months.

Salary increases across the business consisted of increases of between 4% and 9%.

Following a change in 2022, pay increases across the wider business are now implemented with effect from 1 April of each year.

Pay increases for Executive Directors, other members of the Executive Team and Divisional Directors will continue to be

implemented with effect from 1 June of each year.

Salaries for the Executive Directors from 1 June 2024 are therefore as follows:

• Chief Executive – £579,000

• Finance Director – £400,500

• Retail Director – £231,500

• People & Talent Director – £223,500

Benefits

No changes to Executive Directors’ benefits are proposed for FY2025.

Annual Bonus

For FY2025, we intend to operate an annual bonus in line with our normal Policy. The maximum annual bonus will be 100% of

base salary for all Directors. The annual bonus will be based 80% on Group adjusted profit before tax (pre IFRS 16) performance

and 20% on individual strategic performance.

Targets are considered to be commercially sensitive and have therefore not been disclosed. Our intention is to disclose targets

in the FY2025 Directors’ Remuneration Report, provided that these are no longer considered to be commercially sensitive at

that time.

LTIP

The Remuneration Committee intends to continue to grant LTIP awards for FY2025 to ensure that management are aligned with

shareholders and incentivised to deliver long-term performance. Awards will be granted at the Policy level of 125% of base

salary to the Chief Executive, Retail Director and People & Talent Director, and 100% of base salary to the Finance Director.

The LTIP will be based on (pre-tax) adjusted EPS performance as the Remuneration Committee considers that this provides a clear

objective for management and supports our strategy. The portion of the LTIP award that vests for threshold performance will be

25% of maximum. For FY2025 LTIP awards, EPS targets have been set as absolute pence targets for FY2027 as set out below.

We want to measure the performance of our Executive Directors against a criterion that aligns the Executive Directors’ interest

with the long-term interests of our shareholders. We believe that an earnings per share measure is more appropriate than a

simple profit measure as the latter could be improved, for example, by the issuance of shares to raise cash or to finance an

acquisition, having a consequent diluting effect on existing shareholders’ interests. Additionally, given the aim of encouraging

long-term performance, we believe that the earnings per share figure should not reflect short-term non-trading impacts on

profit, whether positive or negative, for example, profits or losses on the sale of freehold properties, and such items should be

adjusted for. Lastly, given that changes in tax rates are unrelated to Executive Directors’ performance, we believe that any

earnings per share measure for the LTIP should be based on pre-tax earnings.

The awards will be subject to clawback provisions and a two year post-vesting holding period.

Pre-tax adjusted EPS targets for the FY2025 awards are proposed as follows:

Threshold

(25% vesting)

Maximum

(100% vesting)

(Pre-tax) adjusted EPS in FY2027

43.00p 58.99p

1 Vesting increases on a straight-line basis between Threshold and Maximum.

These targets were set taking into account internal and external expectations of performance and the Committee considers that

these targets are appropriately stretching taking into account the macroeconomic context.

REMUNERATION REPORT continued

100 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

ESOS

The Remuneration Committee intends to grant ESOS awards to Executive Directors, to the extent they are eligible, up to the

maximum limit set by HMRC. The awards will be based on pre-tax adjusted EPS performance for FY2027 of 37.30p.

Pension and Benefits

No changes are proposed to the pension and benefits provision for Executive Directors for FY2025.

The Chief Executive and Finance Director receive an annual cash allowance in lieu of pension of 17.5% and 5% of base salary

respectively. The Retail Director and People & Talent Director receive an annual pension contribution of 17.5% and 7% of

basesalary respectively. Pension entitlements are in line with the Policy that was in place at the time of appointment.

The Remuneration Committee is aware of shareholder guidance that pensions for Executive Directors should be aligned with

the wider workforce. However, where this is not the case, given the current rate represents an existing contractual commitment,

the Remuneration Committee does not consider it appropriate to make a reduction at this stage. The Remuneration Committee

will keep this approach under review.

As previously advised, the pension opportunity for new Executive Directors appointed to the Board will be in line with the

maximum employer contribution available for the majority of the workforce.

Implementation of Remuneration Policy for FY2024

This part of the Directors’ Remuneration Report sets out the Directors’ remuneration paid in respect of FY2024. Sections in

theReport not specifically stated as audited are not subject to audit. The Policy operated as intended during FY2024 and pay

outcomes are considered by the Committee to be aligned with the experience of shareholders and other stakeholders.

Single Total Figure of Remuneration Table (audited)

Salary/Fees

Taxable

benefits

Annual bonus

LTIP/Options

Pension Total variable Total fixed Total

2024

£000

2023

£000

2024

£000

2023

£000

2024

£000

2023

£000

2024

£000

2023

£000

2024

£000

2023

£000

2024

£000

2023

£000

2024

£000

2023

£000

2024

£000

2023

£000

Simon Emeny 551 523 25 25 545 – 270 – 96 91 815 – 672 639 1,487 639

Neil Smith 381 361 23 23 377 – 145 – 19 18 522 – 423 402 945 402

Fred Turner 220 209 23 23 218 – 108 – 39 37 326 – 282 269 608 269

Dawn Browne

162 – 14 – 157 – 43 – 11 – 200 – 187 – 387 –

Michael Turner 210 241 27 27 – – – – – – – – 237 268 237 268

Juliette Stacey 82 80 – – – – – – – – – – 82 80 82 80

Sir James Fuller 57 55 – – – – – – – – – – 57 55 57 55

Richard Fuller 52 50 – – – – – – – – – – 52 50 52 50

Helen Jones 72 70 – – – – – – – – – – 72 70 72 70

Robin Rowland 62 60 – – – – – – – – – – 62 60 62 60

1 Taxable benefits include a car allowance, family private medical insurance and cash vouchers for use in Fuller’s pubs and hotels.

2 The annual bonus earned in respect to FY2024 will be paid 75% in cash and 25% deferred into shares for three years.

3 LTIP/Options may include the value transferred to Directors from the LTIP, ESOS and SAYE Schemes. For SAYE, the benefit is calculated as

the share price at the grant date less the exercise price, multiplied by the number of shares under option being purchased. The 2021 LTIP

award did not vest as the threshold performance target was not achieved. The value included in the LTIP column for 2024 relates to the

2021 Recovery LTIP which will vest and for which the performance metrics relate to the year ended 30 March 2024. The Committee

exercised discretion such that 25% of the award vested (see page 103 for further details). The value is based on vesting of 25% and the

average share price over the last three months of FY2024 of 622p. No portion of this value is attributable to share price growth. For Dawn

Browne, the value of the Recovery LTIP award on vesting included in the single figure table, is the value of 9/36 of the vesting shares,

reflecting the proportion of the three year performance period she has served as an Executive Director.

4 The figures in FY2024 above reflect Dawn Browne’s remuneration from 3 July 2023 when she was appointed to the Board.

Base salary

Executive Directors’ base salaries were increased by 6% in line with the increase received across the wider workforce,

effective1 June 2023. Dawn Browne’s salary on appointment to the Board as People & Talent Director was £215,000.

Benefits

Executive Directors received taxable benefits which include a car allowance, private medical insurance and optional cash

vouchers for use in Fuller’s pubs and hotels. Executive Directors also received other non-taxable benefits including life

assurance and permanent health insurance and other Group-wide employee benefits, such as an employee discount linked

tolength of service and all-employee share plans.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 101

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Annual bonus (audited)

The annual bonus for the year was based 80% on Group adjusted profit before tax and 20% on individual strategic objectives.

The following sets out details of actual performance against the targets set:

Financial targets (80%)

Threshold Target Maximum

Measure

% of financial

target

Required

performance

% of financial

target

Required

Performance

% of financial

target

Required

performance

Actual

performance

Pay-out as %

of max

Group adjusted profit

before tax (pre IFRS 16) 10% £16.2m 50% £18.0m 100% £18.9m £21.1m 100%

Individual strategic performance (20%)

The non-financial element of the bonus for FY2024 was dependent on personal performance against non-financial strategic

objectives approved by the Remuneration Committee. The table below summarises the achievements against each of

thoseobjectives.

Strategic performance measure Outcome

1. Employee engagement and satisfaction

Measured by reference to increasing the overall

response rate to the annual Happiness Index

survey and improving the overall engagement

score

Both the response rate and the overall engagement score in the annual

Happiness Index survey increased from the prior year

2. Customer satisfaction

Measured by an enhancement in Net Promoter

Score (“NPS”)

Overall NPS score in FY2024 improved against the prior year

3. Sustainability agenda

Measured with reference to a reduction in energy

usage in FY2024 and a reduction in Scope 1 and 2

emissions for FY2024

On a like for like basis electricity usage for the year was down 3.25%

and gas usage was down 6.5%

4. Food transformation

Measured by reference to an improvement

infoodprofitability

Significant year on year improvement in food gross profit achieved in

a challenging inflationary environment

The Remuneration Committee discussed the formulaic outturns of the financial targets and individual strategic performance

objectives in the context of the Group’s overall performance and shareholder return performance. The Remuneration Committee

noted that the Group adjusted profit of £21.1 million exceeded the maximum financial target of £18.9 million and the significant

progress that had been made against the strategic objectives, therefore an annual bonus of 98% of maximum has been awarded

to each of the Executive Directors other than Dawn Browne who was awarded an annual bonus of 83.6% of maximum.

On appointment to the Board, Dawn Browne’s annual bonus opportunity was increased to 100% of salary and the annual bonus

performance measures, weightings and targets was consistent with the other Executive Directors as disclosed above. In the

single figure table, the bonus figure relates to the portion of the year for which she was an Executive Director.

LTIP awards vesting in respect of FY2024 (audited)

LTIP awards granted in September 2021 were based on pre-tax Group adjusted EPS performance for FY2024. The EPS targets

were not met and therefore these awards will lapse. The Remuneration Committee did not exercise any discretion in relation

tothe LTIP outcome.

The following sets out details of performance against targets set. As threshold target was not achieved these LTIP awards will lapse.

Target set

Performance

measure

Minimum

(25%vesting)

Maximum

(100%vesting) Value of award

Actual

performance Value of award

LTIP Pre-tax Group

adjusted EPS

44.89p 54.68p Percentage vest

oforiginal grant:

Minimum – 25%

Maximum – 100%

34.14p nil

REMUNERATION REPORT continued

102 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

Recovery LTIP awards vesting in respect of FY2024 (audited)

Recovery LTIP awards granted in September 2021 were based on adjusted EBITDA (pre IFRS 16) performance for FY2024.

The stretching performance targets for the award were set to align with the level of performance required to return the business

to pre-Covid levels of profitability and beyond to incentivise a full recovery of the business.

The following sets out details of performance against targets set:

Target set

Performance

measure

Minimum

(25%

vesting)

Maximum

(100%

vesting) Value of award

Actual

performance Vesting level Value of award

Recovery LTIP Adjusted

EBITDA (pre

IFRS 16)

£55m £73m Percentage vest

oforiginal grant:

Minimum – 25%

Maximum – 100%

£52.7m Committee

exercised

discretion

to allow

25% of

the award

to vest

Chief Executive – £270,481

Finance Director – £144,893

Retail Director – £108,191

People & Talent Director – £40,572

During the performance period for the Recovery LTIP, the Company has faced exceptional macroeconomic challenges, including

the impact of the war in Ukraine which resulted in an unprecedented and extraordinary spike in energy prices, with inevitable

knock-on effects across the industry and subsequently the Group’s adjusted EBITDA performance. When the targets were set,

the extent to which energy costs would be impacted (tenfold increases) could not have been expected nor foreseen. The impact

to the Group’s performance due to this exceptional incremental cost increase is not considered by the Committee to be

reflective of the underlying performance of the business.

While adjusted EBITDA (pre IFRS 16) performance for FY2024 of £52.7 million is below the threshold target of £55.0 million, the

Committee considers that the Company has performed very strongly in the context of the macroeconomic environment.

Performance highlights include:

• Strong like for like Managed sales growth of 11% in FY2024 and 17.5% in FY2023

• Adjusted earnings per share increasing from 9.70p in FY2022 to 24.48p in FY2024

• A return to paying dividends to shareholders, with a dividend of 17.75p in FY2024

• £34.6 million of capital returned to shareholders over the last two years in the form of dividends and share buybacks.

The Committee carefully evaluated the outcome against the performance of the Company and its competitors. Taking into

account the strong growth in like for like sales, profit and dividend levels against the market, and the experience of shareholders

and stakeholders, the Committee has concluded that the performance of the Executive Directors and Executive Team members

indriving the business forward should be recognised and that they should not be penalised for external factors beyond their

control. Accordingly, the Committee has deemed it appropriate to exercise its discretion to allow the Recovery LTIP to vest at

thethreshold level of 25%.

ESOS awards vesting in respect of FY2024 (audited)

No ESOS awards were granted in respect of FY2024.

Total pension entitlements

Michael Turner and Richard Fuller are pensioners of the defined benefit Company pension plan, which is closed to future

accrual, under the Directors’ section.

Simon Emeny became a deferred member of the defined benefit Company pension plan, under the main section, when the plan

closed to future accruals on 1 January 2015. Prior to closure, he received a salary supplement of 17.5% of the excess of his base

salary over the earnings cap for use as part of his retirement planning. Following closure of the pension plan, Simon Emeny is

paid an annual salary supplement of 17.5% of his salary by the Company.

During the year, Neil Smith was paid an annual cash allowance of 5% of salary, in line with the Policy. Fred Turner received an annual

pension contribution of 17.5% of salary, in line with his existing contractual arrangements. Dawn Browne received an annual

pension contribution of 7% of salary following her appointment to the Board, in line with the pension rate available to those

employed by Fuller, Smith & Turner P.L.C. Executive Directors who receive a cash allowance are required to use the supplement

as part of their overall retirement planning. They are also normally expected to contribute 7% of their salary to their pension or

another investment vehicle. The Remuneration Committee considers that the Policy operated as intended during the year.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 103

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Scheme Interests Awarded During the Financial Year (audited)

In respect of the 52 week period ended 30 March 2024, the following share awards were granted:

Director Type of award

Number of

‘A’shares

Number of

‘B’shares

Face value

atgrant

£’000s

Date of grant

Performance

period end

2,3

% of award

grant vesting

at minimum

threshold

Simon Emeny LTIP 95,095 237,739 712 25/07/2023 31/03/2026 25%

ESOS 10,000 – 60 25/07/2023 31/03/2026 100%

Total 105,095 237,739 772

Neil Smith LTIP 52,631 131,578 394 25/07/2023 31/03/2026 25%

ESOS 5,000 – 30 25/07/2023 31/03/2026 100%

Total 57,631 131,578 424

Fred Turner LTIP 38,021 95,052 285 25/07/2023 31/03/2026 25%

ESOS 9,166 – 55 25/07/2023 31/03/2026 100%

Total 47,187 95,052 340

Dawn Browne LTIP 36,739 91,848 275 25/07/2023 31/03/2026 25%

ESOS 5,833 – 35 25/07/2023 31/03/2026 100%

SAY E 1,413 – 9 19/12/2023 n/a n/a

Total 43,985 91,848 319

1 Face values have been calculated using the actual grant price of £5.852 per ‘A’ ordinary share and an assumed share price of £0.5852 per ‘B’

ordinary share for the LTIP, being the average share price during the five dealing days ending immediately before the date of grant, £6.00 per

‘A’ ordinary share for the ESOS, being the share price on the day immediately before the date of grant and £6.56 per ‘A’ share for the SAYE,

being the average share price during the five dealing days ending immediately before the date of grant, although options were granted at a

20% discount.

2 The LTIP awards are subject to a pre-tax adjusted EPS performance condition, with the targets set on an absolute basis and measured over

aperiod of three years. 25% of the awards vest for pre-tax adjusted EPS of 39.78p in FY2026, with 100% vesting for pre-tax adjusted EPS of

55.90p (straight-line vesting in-between).

3 The ESOS awards are subject to a pre-tax adjusted EPS performance condition, with the target set on an absolute basis and measured over

aperiod of three years, of 23.58p in FY2026.

Non-Executive Directors’ Fee

Non-Executive Directors receive a basic fee and additional fees for further duties and the Chairman receives a basic fee.

A review of the Non-Executive Director fee structure was conducted by the Board (excluding the conflicted Non-Executive

Directors) in December 2023. As detailed on page 82, it was agreed that with effect from 1 January 2024, the basic fee would

beincreased from £50,000 to £58,000 per annum. No changes were made to the additional fees paid for chairing a committee

orfor additional duties. The Chairman’s fee was last reviewed by the Remuneration Committee in 2022 and remains unchanged

for FY2025.

REMUNERATION REPORT continued

104 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

A summary of the current fee structure for the Non-Executive Directors, including the Chairman, is set out below:

Base fee

Senior

Independent

Director

Committee

Chair

Committee

member

(Auditand

Remuneration)

Family

Shareholder

Liaison Tot al

Michael Turner £210,000 – – – – £210,000

Juliette Stacey £58,000 £10,000 £10,000 £10,000 – £88,000

Sir James Fuller £58,000 – – – £5,000 £63,000

Richard Fuller £58,000 – – – – £58,000

Helen Jones £58,000 – £10,000 £10,000 – £78,000

Robin Rowland £58,000 – – £10,000 – £68,000

Payments to Past Directors (audited)

There were no payments made to past Directors in the period.

Payments on Loss of Office in Prior Year (audited)

No payments were made in respect of loss of office in respect of the financial year ended 30 March 2024.

Share Ownership

Executive Directors

The Company has share ownership guidelines for Executive Directors which state that they should hold shares worth at least

200% of their salary. Accordingly, until their guideline is met, Executive Directors are expected to retain:

• all shares they hold in the Share Incentive Plan (“SIP”)

• all shares they acquire as a result of exercising SAYE options

• all shares that they acquire as a result of exercising options under the ESOS net of the cost of those options

• at least 50% of any post-tax and National Insurance vested shares under the LTIP and the BDBP.

Based on the share price on 30 March 2024 of £5.90, Simon Emeny held shares with a value of 252% of salary, Neil Smith held

shares with a value of 9% of salary, Fred Turner held shares with a value of 416% of salary and Dawn Browne held shares with a

value of 12% of salary. Simon Emeny and Fred Turner therefore meet the guidelines. Neil Smith, who joined in November 2021,

and Dawn Browne, who was appointed in July 2023, do not currently meet the guidelines.

Executive Directors will normally be expected to maintain a minimum shareholding of 200% of base salary (or actual shareholding

iflower) for the first 12 months following departure from the Board and 100% of base salary (or actual shareholding if lower) for the

subsequent 12 months. The Remuneration Committee retains discretion to waive this guideline if it is not considered appropriate

inthe specific circumstances.

Non-Executive Directors

Non-Executive Directors are expected to hold a minimum shareholding level as agreed from time to time by the Board. This is

currently set at £500-worth in nominal value of ‘A’ ordinary shares, representing 1,250 ‘A’ ordinary shares.

As at 30 March 2024 all Non-Executive Directors held the minimum requirement.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 105

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

Directors’ Shareholdings (audited)

Directors’ share interests

Beneficial

interest at

30March

2024

Non-beneficial

interest at

30March

2024

Beneficial

interest at

1April

2023

Non-beneficial

interest at

1April

2023

Michael Turner

‘A’ ordinary 40p shares 271,378 – 271,378 –

‘B’ ordinary 4p shares 3,061,390 – 3,056,388 –

‘C’ ordinary 40p shares 624,260 – 624,260 –

2nd preference £1 shares 71 – 71 –

Simon Emeny

‘A’ ordinary 40p shares 130,472 – 130,472 –

‘B’ ordinary 4p shares 1,055,684 – 1,055,684 –

‘C’ ordinary 40p shares 2,000 – 2,000 –

Neil Smith

‘A’ ordinary 40p shares 6,000 – 6,000 –

Fred Turner

‘A’ ordinary 40p shares 2,571 – 2,571 –

‘B’ ordinary 4p shares 534,223 – 502,400 –

‘C’ ordinary 40p shares 100,819 – 100,819 –

2nd preference £1 shares 4,342 – 4,342 –

Dawn Browne

‘A’ ordinary 40p shares 4,075 2,420 –

‘B’ ordinary 4p shares 1,489 1,489 –

Juliette Stacey

‘A’ ordinary 40p shares 2,454 – 2,454 –

Sir James Fuller

‘A’ ordinary 40p shares 88,942 – 88,942 –

‘B’ ordinary 4p shares 10,486,379 – 10,486,379 –

‘C’ ordinary 40p shares 2,727,879 621,050 2,703,003 621,050

Richard Fuller

‘A’ ordinary 40p shares 15,267 893,937 15,267 893,937

‘B’ ordinary 4p shares 3,065,726 10,935,015 3,065,726 10,935,015

‘C’ ordinary 40p shares 20,000 – 20,000 –

2nd preference £1 shares 303 7,499 303 7,499

Helen Jones

‘A’ ordinary 40p shares 2,970 – 2,970 –

Robin Rowland

‘A’ ordinary 40p shares 7,165 – 7,165 –

1 There were no changes in the interests of any Director to 12 June 2024 other than Sir James Fuller whose beneficial interest in ‘A’ ordinary

40p shares, ‘B’ ordinary 4p shares and ‘C’ ordinary 40p shares was now 103,442, 9,194,079 and 2,690,813 respectively.

2 From date of appointment on 3 July 2023.

REMUNERATION REPORT continued

106 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

Scheme Interests Outstanding at the Year End (audited)

Executive Directors’ share options

Director Scheme

1,2,3

As at

1April

2023 Granted Exercised Surrendered Lapsed

As at

30March

2024

Exercise

price

Date of

grant

Performance

period end

Exercisable

from

Expiry

date

Price at

exercise

date

Gain

£’000s

Simon

Emeny ESOS 3,296 – – – (3,296) – £9.10 01/07/13 31/03/16 01/07/16 30/06/23 – –

ESOS – 10,000 – – – 10,000 £6.00 25/07/23 31/03/26 25/07/26 24/07/33 – –

SAY E 6,896 – – – – 6,896 £4.35 30/09/20 n/a 01/11/25 01/05/26 – –

Total 10,192 10,000 – (3,296) 16,896 – –

Neil

Smith ESOS 5,000 – – – – 5,000 £6.00 05/07/22 31/03/25 05/07/25 04/07/32 – –

ESOS – 5,000 – – – 5,000 £6.00 25/07/23 31/03/26 25/07/26 24/07/33 – –

Total 5,000 5,000 – – – 10,000 – –

Fred

Turner ESOS 2,590 – – (2,590) – – £9.65 30/06/14 31/03/17 30/06/17 29/06/24 – –

ESOS 834 – – – – 834 £6.00 05/07/22 31/03/25 05/07/25 04/07/32 – –

ESOS – 9,166 – – – 9,166 £6.00 25/07/23 31/03/26 25/07/26 24/07/33 – –

SAY E 6,896 – – – – 6,896 £4.35 30/09/20 n/a 01/11/25 01/05/26 – –

Total 10,320 9,166 – (2,590) – 16,896 – –

Dawn

Browne ESOS 4,167 – – – – 4,167 £6.00 05/07/22 31/03/25 05/07/25 04/07/32 – –

ESOS – 5,833 – – – 5,833 £6.00 25/07/23 31/03/26 25/07/26 24/07/33 – –

SAY E 1,655 – (1,655) – – – £4.35 30/09/20 n/a 01/11/23 01/05/24 £6.78 4

SAY E 1,718 – – – – 1,718 £4.19 16/12/22 n/a 01/02/26 01/08/26 – –

SAY E – 1,413 – – – 1,413 £5.25 19/12/23 n/a 01/02/27 01/08/27 – –

Total 7,540 7,246 (1,655) – – 13,131 – 4

1 The ESOS and SAYE are both tax-advantaged share option schemes.

2 SAYE options are normally exercisable for a period of six months from the maturity date at an option price that is discounted by 20% of the

average market price for the three days prior to grant for options granted in 2020 and five days prior to grant for options granted in 2023.

3 The ESOS performance conditions are disclosed in Note 27 to the financial statements.

Executive Directors’ Long-Term Incentive Plan

Director

Total held at

1April 2023 Awarded Vested Lapsed

Total held at

30March 2024

Simon Emeny

‘A’ ordinary shares 379,818 95,095 – (83,333) 391,580

‘B’ ordinary shares 949,546 237,739 – (208,333) 978,952

Neil Smith

‘A’ ordinary shares 152,873 52,631 – – 205,504

‘B’ ordinary shares 382,184 131,578 – – 513,762

Fred Turner

‘A’ ordinary shares 151,905 38,021 – (33,333) 156,593

‘B’ ordinary shares 379,768 95,052 – (83,333) 391,487

Dawn Browne

‘A’ ordinary shares 65,435 36,739 – (15,000)

2 87,174

‘B’ ordinary shares 163,590 91,848 – (37,500)

2 217,938

1 Includes annual LTIP awards and the one-off Recovery LTIP awarded to Executive Directors during FY2022. The performance conditions are

disclosed in Note 27 to the financial statements.

2 The awards that lapsed during the year were granted to Dawn Browne prior to her appointment as an Executive Director.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 107

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

External Directorship Fees

The Board may give approval for Executives to hold one paid non-executive role and to retain any related fees paid.

Simon Emeny is the Senior Independent Director of WH Smith PLC, for which he receives and retains an annual fee of £79,950.

Performance Graph and Table

The graph below shows a comparison of the Total Shareholder Return (“TSR”) for the Company’s listed ‘A’ ordinary shares

forthe last 10 financial years against the TSR for the companies in the FTSE All Share Index. The Company is a constituent

ofthis Index and therefore the Remuneration Committee considers that it is an appropriate choicefor this Report.

2,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

20,000

Fuller, Smith & Turner P.L.C. FTSE All Share Source: Thomson Data stream

Fuller, Smith & Turner P.L.C. 7,068

FTSE All Share 16,868

4,000

Mar 14 Mar 15 Mar 16 Mar 17 Mar 18 Mar 19 Mar 20 Mar 21 Mar 22 Mar 23

Mar 24

The table below shows the total remuneration figure for the Chief Executive over the last 10 financial years and the annual

bonus and LTIP pay-out for each year as a percentage of the maximum available:

2015 2016 2017 2018 2019 2020

2021

2022 2023 2024

Single figure total

remuneration (£’000s) 1,244 1,418 1,097 1,089 687 600 590 935 639 1,487

Annual bonus

76% 85% 41% 48% 48% nil nil 61% nil 98%

LTIP 96% 100% 10 0% 56% nil nil nil nil nil 25%

1 One-third of the annual bonus was due to pay-out, reflecting the Company’s strong like for like sales performance vs the Peach Tracker.

However, in light of the broader business circumstances following the outbreak of coronavirus in 2020, the Remuneration Committee

andtheExecutive Directors agreed that it was not appropriate to pay this portion of the annual bonus.

2 Total remuneration includes the Chief Executive’s voluntary 25% reduction in salary from 1 April 2020 to 30 June 2020.

3 Annual bonus as a percentage of the maximum available.

4 Value included is the Recovery LTIP for which the Committee exercised their discretion such that 25% of the award vested (see page 103

forfurther details).

REMUNERATION REPORT continued

108 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

Percentage Change in Remuneration of Directors and Employees

The table below shows the percentage change in the remuneration (based on salary, benefits and annual bonus) of the Board of

Directors, with the exception of Dawn Browne, compared with that of the average of all employees of the Company taken as a

whole. Dawn Browne was appointed part way through the year and therefore the annual comparison from FY2023 to FY2024 is not

relevant and she has not been included in the table. The Chairman and Non-Executive Directors do not receive any variable pay.

FY2023-FY2024 FY2022-FY2023 FY2021-FY2022 FY2020-FY2021

Change in

annual

salary/

fees

Change in

annual

taxable

benefits

Change in

annual

bonus

Change in

annual

salary/

fees

Change in

annual

taxable

benefits

Change in

annual

bonus

Change in

annual

salary/

fees

Change in

annual

taxable

benefits

Change in

annual

bonus

Change in

annual

salary/

fees

Change in

annual

taxable

benefits

Change in

annual

bonus

Average of all

employees

2,3

7.6% (0.3)% 257% 3.3% (12.2)% 100% 2.3% (17.0)% (100)% 1.0% (1.6)% (1.2)%

Simon Emeny 5.5% 0.5% 100% 2.8% 0.2% 100% 8.4% 0.3% nil% (4.0)% (0.1)% nil%

Neil Smith

5.6% 1.1% 100% – – – – – – – – –

Fred Turner

5.5% 1.4% 100% 2.8% 0.6% 100% 8.4% 1.0% nil% – – –

Michael Turner

(12.8%) 1.8% n/a (3.7)% 0.8% n/a 6.7% 1.3% n/a (6.2)% 1.5% n/a

Juliette Stacey

2.5% n/a n/a 4.9% n/a n/a 8.4% n/a n/a (0.7)% n/a n/a

Sir James Fuller 3.6% n/a n/a 7.3% n/a n/a 9.3% n/a n/a (6.2)% n/a n/a

Richard Fuller

4.0% n/a n/a 8.1% n/a n/a 9.6% n/a n/a (73.9)% (93.8)% n/a

Helen Jones

2.9% n/a n/a 9.4% n/a n/a 10.1% n/a n/a (4.5)% n/a n/a

Robin Rowland

3.3% n/a n/a 6.7% n/a n/a 9.1% n/a n/a – n/a n/a

1 Reflects the increase or decrease in the percentage of annual salary paid out as bonus. In the prior years, the change in annual bonus was

based on actual bonus paid to the individual in the relevant financial year. In the current financial year, the change in annual bonus is based

on bonus earned during FY2024. No bonus was paid to Executive Directors in FY2020, FY2021 and FY2023.

2 The employee comparator group excludes employees not employed by the Parent Company.

3 The change in taxable benefits is principally due to the phasing out of company cars into a car allowance benefit since 2020.

4 Neil Smith was appointed on 30 November 2021 part way through the year, therefore the annual comparison from FY2022 to FY2023

isnotrelevant.

5 Fred Turner was appointed on 1 June 2019.

6 Michael Turner’s fee was reduced from £250,000 to £210,000 per annum from 1 January 2023.

7 A number of Non-Executive Directors changed roles in FY2020 (Richard Fuller, Juliette Stacey and Helen Jones), which impacted the year

onyear comparison.

8 Robin Rowland was appointed on 24 March 2020.

9 Board members took a voluntary pay decrease between April 2020 and June 2020. Non-Executive Director fees were increased in

January2022 and January 2024.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 109

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

CEO Pay Ratio

The following table sets out CEO pay ratio figures, in respect of the financial year ended 30 March 2024.

Year Method

25th percentile

pay ratio

Median

payratio

75th percentile

pay ratio

FY2024 Option B 59.4:1 51.5:1 43.3:1

FY2023 Option B 30.8:1 26.0:1 18.9:1

FY2022 Option B 49.1:1 43.6:1 30.7:1

FY2021 Option B 35.7:1 33.2:1 23.8:1

FY2020 Option B 33.0:1 32.6:1 31.6:1

The increase in the pay ratio between FY2024 and FY2023 is driven by the CEO being awarded a bonus in the current year

whereas no bonus was awarded in FY2023.

The relevant individuals have been identified using Option B, as defined under the relevant regulations, which the Remuneration

Committee considered to be the most appropriate methodology based on the availability of data at the time the Annual Report

was published. The respective single figure values for each individual for FY2024 have then been calculated. No estimates were

required, and no elements of pay were omitted in calculating the relevant single figures. The figures do not include amounts

paid to individuals in respect of their tronc share.

The single figure values for individuals immediately above and below the identified employee at each quartile within the Gender

Pay Gap analysis were also reviewed. The chosen individuals were reviewed to determine if they were representative of the

25th percentile, median and 75th percentile employees. Where the chosen individual had left the business or had changed roles

during the financial year, an alternative employee was used for the calculations. The alternative employee used in each instance

was the closest employee to the relevant percentile, who was considered representative of that percentile. For the 52 weeks

ended 30 March 2024, alternative employees were selected for the 25th, median and 75th percentile.

Year Supporting information

Chief Executive

25th percentile

pay ratio

Median

payratio

75th percentile

pay ratio

2024

£000

2024

£000

2024

£000

2024

£000

FY2024 Salary £551 £25 £28 £33

Total pay £1,487 £25 £29 £34

Relative Importance of Spend on Pay

The graph below shows the total remuneration for the Group’s employees compared with other key financial indicators:

Capital

expenditure

and business

combinations

Remuneration

Dividends

and share

buybacks

Taxes

payable to

HMRC

£m

2024

2023

100

120

140

1 Taxes payable to HMRC is based upon tax incurred in the year and includes corporation tax, VAT, PAYE, NI, duty, stamp duty, non-domestic

rates, property licences, environmental levies and machine game duty.

2 Capital expenditure (including business combinations) represents cash paid in the year.

REMUNERATION REPORT continued

110 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

The Remuneration Committee

The Remuneration Committee consists entirely of independent Non-Executive Directors and the members during the period

were Helen Jones (Chair), Juliette Stacey and Robin Rowland. Its terms of reference are available on the Company’s website.

The Chairman of the Company, Michael Turner, and the Chief Executive, Simon Emeny, are invited to attend the Committee

meetings and to advise, where appropriate, on the remuneration and performance of the Executive Directors and related

matters, except in circumstances where their own remuneration is being discussed. The People & Talent Director, Dawn

Browne, regularly attends Committee meetings to advise on remuneration matters of the wider workforce. Members of the

Remuneration Committee have no personal financial interest in the Company, other than as shareholders and Directors.

The Remuneration Committee is advised internally by the Company Secretary, Rachel Spencer, who also acts as secretary

tothe Committee.

Employee Engagement

The Remuneration Committee receives updates on workforce pay and benefits throughout the Group and considers workforce

remuneration as part of the review of Executive remuneration. The Remuneration Committee will take into account any

feedback on Executive remuneration provided by the People & Talent Director and any relevant feedback from employee

surveys. As part of her role as Non-Executive Director responsible for employee engagement, the Remuneration Committee

Chair engages with employees which also provides an opportunity for feedback on remuneration matters. Share ownership

amongst employees is encouraged and awards were made under the SAYE Scheme during the course of the year. This tax-

advantaged scheme allows employees to participate as shareholders and aligns their interests with those of other shareholders.

Independent Advisors

Deloitte LLP was appointed by the Remuneration Committee in June 2019 and, during the year under review, provided the

Remuneration Committee and the Company with advice in connection with remuneration matters as well as the Company’s

LTIP and share option schemes.

Deloitte is a founding member of the Remuneration Consultants’ Group (“RCG”), which is responsible for the development

andmaintenance of the voluntary Code of Conduct that clearly sets out the role of executive remuneration consultants and

theprofessional standards by which they advise their clients. Fees are charged on a time and expenses basis and totalled

£9,500 (plus VAT) during FY2024 (FY2023: £7,750 (plus VAT)). During the year, Deloitte also provided other unrelated tax advice

tothe Company.

The Remuneration Committee is satisfied that advice received from Deloitte during the year was objective and independent and

that all individuals who provided remuneration advice to the Remuneration Committee have no connections with Fuller’s or its

Directors that may impair their independence. The Remuneration Committee reviewed the potential for conflicts of interest and

judged that there were appropriate safeguards against such conflicts.

XPS Pension Group provides the Company with advice on matters relating to the defined benefit Company pension plan (now

closed). XPS Pension Group is authorised and regulated by the Financial Conduct Authority and its actuaries are also separately

required to abide by Actuarial Profession Standards which include the requirement for them to provide objective and

independent advice.

Committee Evaluation

The Remuneration Committee reviews its performance with Board members and other participants, through the annual Board

evaluation. See further information on page 73.

Statement of Voting at Annual General Meeting

The results of the shareholder votes at the AGM on 23 September 2021 in respect of the Directors’ Remuneration Policy and

atthe AGM on 20 July 2023 in respect of the Directors’ Remuneration Report were as follows:

Resolution text

Number

ofvotes

castfor

Percentage

ofvotes

castfor

Number

ofvotes

castagainst

Percentage

ofvotes

castagainst

Total

votes

cast

Number

ofvotes

withheld

Approval of Remuneration Report 2023 100,519,567 97.17% 2,927,006 2.83% 103,446,573 211,838

Approval of Remuneration Policy 2021 89,801,044 86.15% 14,436,237 13.85% 104,237,281 5,833,531

The Directors’ Remuneration Report, encompassing pages 80 to 111, was approved by the Board and signed on its behalf.

HELEN JONES

CHAIR OF THE REMUNERATION COMMITTEE

12 June 2024

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 111

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

The Directors present their report to

shareholders together with the audited

financial statements for the 52 weeks

ended 30 March 2024. The Directors’

Report (pages 112 to 114) and the

Strategic Report (pages 6 to 57) together

constitute the management report for

the purpose of Rule 4.1.8R of the

Disclosure Guidance and Transparency

Rules. Other information relevant to the

Report, including information relevant

pursuant to the Companies Act 2006 and

UK Listing Rule 9.8.4R, is incorporated.

Annual General Meeting

The 2024 AGM will be held at 11am on

Tuesday 23 July 2024 at The George IV,

185 Chiswick High Road, London, W4

2DR. The Notice of Meeting which sets

out the resolutions to be proposed has

been posted to shareholders and is

available on the Company’s website at

www.fullers.co.uk.

Articles of Association

The Company’s Articles of Association

were adopted in 2014. In accordance

with the Companies Act 2006, the

Articles of Association may only be

amended by a special resolution of

shareholders in a general meeting.

Directors

The names and biographical details of

the Directors who served on the Board

and Board Committees during the

financial year and up to the date of this

Report are given on pages 60 and 61.

All Directors, apart from Dawn Browne

who was appointed on 3 July 2023,

served for the full year.

Appointment and retirement

ofDirectors

The Articles state that the Board may

appoint Directors and that at the

subsequent AGM, shareholders may

elect any such Director. Alternatively,

the Company may directly appoint a

Director. The Articles also contain the

power for the Company to remove any

Director by special resolution and

appoint someone in his or her place

byordinary resolution.

There are various other circumstances

under the Articles which would mean

that the office of a Director would be

vacated, including if he or she resigns, or

becomes of unsound mind or bankrupt.

At every AGM, one-third of the Directors

who are subject to retirement by

rotation or, if their number is not three

or any multiple of three, then the

number nearest to but not exceeding

one-third shall retire from office, but if

there is only one Director who is subject

to retirement by rotation, he or she shall

retire. In addition, if any Director has at

the start of the AGM been in office for

more than three years since his or her

last appointment or re-appointment,

heor she shall retire at that AGM.

Powers of the Directors

Subject to the Company’s Memorandum

and Articles of Association and UK

legislation, the business of the Company

is managed by the Board, which may

exercise all the powers of the Company.

The Articles of the Company have a

section entitled “Powers and Duties of

the Board” which sets out powers such

as the rights to establish local boards,

toappoint agents, to delegate and to

appoint persons with the designation

“Director” without implying that the

person is a Director of the Company.

There are further sections of the Articles

entitled “Allotment of Shares” setting

out the Board’s power to issue shares

and purchase the Company’s own

shares, and “Borrowing Powers” setting

out the provisions concerning the

Company’s power to borrow and give

security. The Directors have been

authorised to allot and issue ordinary

shares. These powers are exercised

under authority of resolutions of the

Company passed at its AGM.

As permitted by legislation, some of the matters required to be included in the

Directors’ Report have instead been included in the Strategic Report as the Board

considers them to be of strategic importance. Specifically, these are:

Information Reported in Pages

Future business developments Strategy 16 and 17

Employee engagement Stakeholder

engagement

Sustainability Report

Engagement with suppliers,

customers and others

Stakeholder

Engagement 12

Emissions reporting Sustainability Report 42

Directors’ indemnities and insurance

The Articles of Association provide the

Directors with indemnities in relation

totheir duties as Directors, including

qualifying third party indemnity

provisions (within the meaning of

theCompanies Act). The Company

purchases Directors’ and Officers’

liability insurance, which gives

appropriate cover for any legal

actionbrought against its Directors.

This insurance also covers the

Trusteesof the Company’s defined

benefit pension scheme.

Directors’ interests

Details of all Directors’ interests as at

the end of the financial year are set out

in the Directors’ Remuneration Report

on pages 106 to 107.

Dividends

The Company paid an interim dividend

of 6.63p per ‘A’ and ‘C’ ordinary share of

40p each and 0.663p per ‘B’ ordinary

share of 4p each on 2 January 2024

(FY2023: 4.68p per A’ and ‘C’ ordinary

share of 40p each and 0.468p per ‘B’

ordinary share of 4p each). The Directors

now recommend a final dividend of

11.12p per ‘A’ and ‘C’ ordinary share of

40p each and 1.112p per ‘B’ ordinary

share of 4p each. This makes a total

dividend for the financial year of 17.75p

per ‘A’ and ‘C’ ordinary share of 40p

each and 1.775p per ‘B’ ordinary share of

4p each (FY2023: 14.68p per ‘A’ and ‘C’

ordinary share of 40p each and 1.468p

per ‘B’ ordinary share of 4p each).

The total proposed final dividend on

ordinary shares will be £6.5 million,

which together with the 2024 interim

dividend payment of £3.9 million and

the £120,000 of cumulative preference

share dividends paid in the year, will

result in total dividend payments of

£10.5 million.

112 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

DIRECTORS’ REPORT

Employees

The Company is committed to treating

all of its employees and job applicants

equally. No employee or potential

employee receives less favourable

treatment or consideration on the

grounds of race, colour, religion,

nationality, ethnic origin, sex, sexual

orientation, marital status, or disability.

We give full consideration to applications

for employment from disabled persons

where the requirements of the job can

beadequately fulfilled by people with

disabilities. We endeavour to retain the

employment of, and arrange suitable

retraining for, any employee who

becomes disabled during their

employment as well as providing

training, career development and

promotion to disabled employees

wherever appropriate.

During the year, the Company

maintained arrangements to provide

employees with information on matters

of concern to them, to regularly consult

employees for views on matters

affecting them, to encourage employee

involvement in the Company’s

performance through share schemes,

and to make all employees aware of

financial and economic factors affecting

the performance of the Group.

External Auditor

The auditor, Ernst & Young LLP, was

appointed by the Directors in 2021

following a formal tender process.

Ernst& Young LLP have indicated their

willingness to continue in office, and

aresolution that they be re-appointed

will be proposed at the AGM.

Human Rights

The Board has overall responsibility

forensuring the Company upholds

andpromotes respect for human rights.

We respect all human rights and

regardthose rights relating to non-

discrimination, fair treatment and

respect for privacy to be most relevant in

conducting our business. The Company

seeks to anticipate, prevent and mitigate

any potential negative human rights

impacts as well as enhance positive

impacts through our policies and

procedures and, in particular, through

our policies regarding employment,

equality and diversity, treating our

stakeholders and customers fairly, and

information security. Group policies seek

to ensure that employees comply with

the relevant legislation and regulations

in place to promote good practice.

We are committed to ensuring that there

are no forms of modern slavery within

our operations or supply chains. In line

with the Modern Slavery Act 2015, we

publish an annual Modern Slavery

Statement on our website.

Information Required under

the Listing Rules

For the purposes of LR9.8.4R, the

information required to be disclosed by

the LR9.8.4R can be found in the Annual

Report in the following locations and is

hereby incorporated by reference into

this Directors’ Report:

• Information about long-term

incentives is disclosed in the

Directors’ Remuneration Report

onpage 107.

• Information about any waiver of

dividends or future dividends by a

shareholder is disclosed below in

“Share Capital”.

Political Donations

The Group does not make political

donations.

Post-Balance Sheet Events

On 29 May 2024, the Group announced

that it had agreed terms to sell a

portfolio of pubs to Admiral Taverns

Limited. See note 31 to the financial

statements for further information.

Purchase of Own Shares

At the AGM held on 20 July 2023,

theCompany was given authority to

purchase up to 3,883,397 ‘A’ ordinary

shares to be held as treasury shares to

be used in connection with, among

other purposes, the LTIP and/or other

share option schemes. Shareholders will

be asked to give a similar authority to

purchase shares up to 10% of the ‘A’

ordinary capital at the 2024 AGM.

The Company’s maximum issued

ordinary share capital during the year

was £25,381,446, comprising 41,182,339

‘A’ ordinary shares, 89,052,625 ‘B’

ordinary shares and 13,366,013 ‘C’

ordinary shares.

During the year, the Company purchased

a total of 2,017,992 ‘A’ ordinary shares at

a total cost of £12,296,547 (exclusive of

stamp duty). These share purchases

represented 1.4% of the Company’s

maximum issued ordinary share capital

and 4.9% of the Company’s ‘A’ ordinary

share capital.

126,119 ‘A’ ordinary shares held in

treasury were allocated to participants

of the Savings Related Share Option

Scheme on exercise of options,

generating net cash proceeds of

£548,617.65. As at 30 March 2024, a

totalof 4,143,691 ‘A’ ordinary shares

anda total of 4,327,915 ‘B’ ordinary

shares were held as treasury shares.

Share Capital

Information on the Company’s financial

instruments, capital structure and

related restrictions is given in notes 25

and 26 to the financial statements.

Details of significant shareholdings

areset out on the following page.

As at 30 March 2024, Computershare

Trustees Limited held a total of 142,699 ‘A’

ordinary shares on behalf ofemployees of

the Company who areparticipants in its

SIP. This represents 0.3% of the issued ‘A’

ordinary share capital (excluding shares

held in treasury). A dividend waiver is in

place inrespect of the shares that have not

been allocated to participants. In respect

of the shares that have been allocated,

Computershare Trustees Limited exercises

voting rights in relation to those shares,

having consulted with theparticipants

about their voting intentions.

As at 30 March 2024, the Fuller, Smith

&Turner Employee Share Ownership

Trust held 316,441 ‘B’ ordinary shares

and 5,935 ‘C’ ordinary shares in the

Company. A dividend waiver is in place

to cover the entire holding. The Trustees

do not exercise the voting rights

attached to shares held in the Trust.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 113

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

Significant Agreements

The Group has entered into a number

ofagreements with the major brewers

operating in the UK under which it buys

beer, and these agreements may be

terminated by the other party should the

Group undergo a change of control.

In the event of a change of control, the

Company is obliged to notify its main

bank lenders of such. The lenders shall

not be obliged to fund any new borrowing

requests and the facilities will lapse after

30 days from the change of control if

terms on which they can continue have

not been agreed. All borrowings including

accrued interest will become repayable

within 10 days of such a lapse.

The service agreements of the Executive

Directors include provisions regarding a

change of control. Further details are

included in the Directors’ Remuneration

Policy on pages 95 to 97.

By order of the Board

RACHEL SPENCER

COMPANY SECRETARY

12 June 2024

Fuller, Smith & Turner P.L.C.

Pier House

86-93 Strand-on-the-Green

London W4 3NN

Registered in England under number:

241882

Substantial Shareholdings

The Company had been notified under the Disclosure Guidance and Transparency

Rules of the following holdings of voting rights of its listed issued share capital:

‘A’ ordinary shares of 40p each

% of total voting rights

As at

30 March

2024

As at

11 June

2024

Lansdowne Partners (UK) LLP 10.00 10.00

BlackRock, Inc 9.97 9.97

Ameriprise Financial, Inc. (Columbia Threadneedle) 4.68 4.68

Mr M.A. and Mrs N.D. Taylor 4.02 4.64

Azvalor Asset Management SGIIC SA 3.13 3.13

It should be noted that these holdings may have changed since the Company was

notified of them as notification of any change is not required until the next notifiable

threshold is crossed.

The Company is also aware of the following interests in 3% or more of the voting

rights in the two classes of its unlisted share capital:

‘B’ ordinary shares of 4p each

As at

30 March

2024

As at

11 June

2024

Mr A W M Mitchell & Burges Salmon Trustees Ltd

14.85 14.85

Mr R H F Fuller & Mr P J Turner & Mr P A Sheils

7.66 7.66

Mr A G F Fuller 5.74 5.74

Mr R H F Fuller & Mr P A Sheils & Mr P J Turner

4.62 4.62

Mr R D Inverarity 3.63 3.63

Dunarden Limited 3.60 3.60

Mr G F Inverarity 3.48 3.48

Mr M J Turner 3.40 3.40

Miss S M Turner 3.33 3.33

Mr R H F Fuller 3.08 3.08

Mr T J M Turner 3.00 3.00

C’ ordinary shares of 40p each

As at

30 March

2024

As at

11 June

2024

Mr A W M Mitchell & Burges Salmon Trustees Ltd

33.56 33.56

Mr T J M Turner 6.71 6.71

Miss S M Turner 5.68 5.68

Mr P A R Carter & Sir J H F Fuller

4.65 4.65

Sir J H F Fuller & Mr A W M Mitchell

4.46 4.46

Mrs D M St. C Turner 3.35 3.35

Mr C D W Williams 3.27 3.27

1 Shares held for the benefit of a Trust.

114 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

DIRECTORS’ REPORT continued

Statement of Directors’

Responsibilities in Respect

ofthe Financial Statements

The Directors are responsible for

preparing the Strategic Report, the

Annual Report, the Remuneration Report,

and the Group and Company financial

statements in accordance with applicable

United Kingdom law and regulations.

Company law requires the Directors to

prepare financial statements for each

financial year. Under that law, the

Directors have elected to prepare the

financial statements in accordance with

international accounting standards in

conformity with the requirements of

theCompanies Act 2006.

Under company law, the Directors must

not approve the financial statements

unless they are satisfied that they give a

true and fair view of the state of affairs

and profit or loss of the Group and

Company for the financial period.

Under the Financial Conduct Authority’s

Disclosure Guidance and Transparency

Rules, Group financial statements are

required to be prepared in accordance

with International Financial Reporting

Standards (“IFRSs”). In preparing the

Group and Company financial

statements, the Directors are required to:

• select suitable accounting policies in

accordance with IAS 8 and make any

changes in accounting estimates and

errors and then apply them

consistently;

• present information, including

accounting policies, in a manner that

provides relevant, reliable, comparable

and understandable information;

• provide additional disclosures when

compliance with the specific

requirements in IFRSs is insufficient to

enable users to understand the impact

of particular transactions, other events

and conditions on the Group and

Company financial position and

financial performance;

• make an assessment of the

Company’s ability to continue as a

going concern;

• state that the Group and Company

have complied with international

accounting standards in conformity

with the requirements of the

Companies Act 2006 and IFRSs

subject to any material departures

disclosed and explained in the

financial statements;

• make judgements and estimates that

are reasonable and prudent.

The Directors are responsible for

keeping adequate accounting records

that are sufficient to show and explain

the Group’s transactions and disclose

with reasonable accuracy at any time the

financial position of the Group and

Company, and enable them to ensure

that the financial statements and the

Remuneration Report comply with the

Companies Act 2006 and applicable

regulations, including the requirements

of the Listing Rules and the Disclosure

and Transparency Rules (“DTR”) and in

the case of the Group financial

statements, with Article 4 of the IAS

Regulation. They are also responsible

for safeguarding the assets of the Group

and, hence, for taking reasonable steps

for the prevention and detection of fraud

and other irregularities.

The Directors are responsible for

preparing the Annual Report in

accordance with applicable law and

regulations. The Directors are

responsible for the maintenance and

integrity of the corporate and financial

information included on the Company’s

website. Legislation in the United

Kingdom governing the preparation

anddissemination of financial

statements may differ from legislation

inother jurisdictions.

Statement as to Preparation

ofFinancial Statements

The Directors confirm, to the best

oftheir knowledge:

• that these financial statements,

prepared in accordance with

international accounting standards

inconformity with the requirements

ofthe Companies Act 2006 and IFRSs,

give a true and fair view of the assets,

liabilities, financial position and profit

of the Group and Company taken as

awhole;

• that the Annual Report and the

Strategic Report include a fair review

of the development and performance

of the business and the position of the

Group and Company taken as a whole,

together with a description of the

principal risks and uncertainties that

they face; and

• that they consider the Annual Report

and the financial statements, taken

asa whole, provides the information

necessary to assess the Company’s

performance, business model and

strategy, and is fair, balanced and

understandable.

The Directors of Fuller, Smith & Turner

P.L.C. are listed on pages 60 and 61.

Director’s Statement as to

Disclosure of Information

toAuditors

The Directors who were members of

theBoard at the time of approving the

Directors’ Report are listed on pages 60

and 61. Having made enquiries of fellow

Directors and of the Company’s auditor,

each of these Directors confirms that:

• to the best of each Director’s knowledge

and belief, there is no information

relevant to the preparation of this

Report of which the Company’s

auditor is unaware; and

• each Director has taken all the steps

aDirector might reasonably be

expected to have taken to be aware

ofany relevant audit information

andto establish that the Company’s

auditor is aware of that information.

On behalf of the Board

MICHAEL TURNER

CHAIRMAN

12 June 2024

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 115

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FINANCIAL STATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

DIRECTORS’ RESPONSIBILITIES STATEMENT

116 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF

FULLER, SMITH & TURNER P.L.C.

Opinion

In our opinion:

• Fuller, Smith & Turner P.L.C.’s Group financial statements and Company financial statements (the “financial statements”)

givea true and fair view of the state of the Group’s and of the Company’s affairs as at 30 March 2024 and of the Group’s profit

for the 52 week period (the ‘period’) then ended;

• the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;

• the Company financial statements have been properly prepared in accordance with UK adopted international accounting

standards as applied in accordance with section 408 of the Companies Act 2006; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of Fuller, Smith & Turner P.L.C. (the ‘Company’) and its subsidiaries (the ‘Group’) for

the 52 week period ended 30 March 2024 (the ‘period’) which comprise:

Group Parent company

Group balance sheet as at 30 March 2024 Company balance sheet as at 30 March 2024

Group income statement for the 52 week period then ended Company statement of changes in equity for the 52 week

period then ended

Group statement of comprehensive income for the 52 week

period then ended

Company cash flow statement for the 52 week period

thenended

Group statement of changes in equity for the 52 week period

then ended

Related notes 1 to 30 to the financial statements, including

material accounting policy information

Group cash flow statement for the 52 week period then ended

Related notes 1 to 30 to the financial statements, including

material accounting policy information

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international

accounting standards and as regards the Company financial statements, as applied in accordance with section 408 of the

Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial

statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide

abasis for our opinion.

Independence

We are independent of the Group and Company in accordance with the ethical requirements that are relevant to our audit of the

financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have

fulfilled our other ethical responsibilities in accordance with these requirements.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Company and we remain

independent of the Group and the Company in conducting the audit.

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FI N A NCI AL S TATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 117

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the

preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the Group and Company’s

ability to continue to adopt the going concern basis of accounting included:

• We confirmed our understanding of the Group’s going concern assessment process and Management’s related Board

memoranda;

• We validated the covenants and terms of the debt facilities in the model to executed debt agreements and reperformed the

calculation of the Net Debt and Interest cover covenants against the terms of these agreements;

• We assessed the appropriateness of the duration of the going concern review period to 28 June 2025, which is a period of at

least 12 months from the date of approval of the financial statements, and considered whether there are any known events or

conditions that will occur beyond the period;

• We obtained the cashflow forecast models (base case, downside, stress and reverse stress test) to 28 June 2025, used by the

Board in its assessment, reviewed their arithmetical accuracy, whether they have been approved by the Board and considered

the Group’s historical forecasting accuracy;

• We challenged the cashflow forecasts with reference to historical trends and considered any evidence or market forecasts

that contradicted the assumptions in management’s forecasts;

• We assessed the consistency of the base case cashflows with the cashflow forecasts used within our impairment and

deferred tax recoverability assessment;

• We challenged the integrity of the models used by re-performing calculations and testing of formulas applied throughout;

• We confirmed the calculation of the reverse stress test scenario;

• We enquired of any climate change commitments in the going concern period and challenged whether any associated cash

outflows should be included within the forecasts;

• We read the Board minutes to identify any matters that may impact the going concern assessment; and

• We assessed the appropriateness of the going concern disclosures in describing the risks associated with the Group’s ability

to continue as a going concern for the review period to 28 June 2025.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the Group and Company’s ability to continue as a going concern for

the review period to 28 June 2025.

In relation to the Group and Company’s reporting on how they have applied the UK Corporate Governance Code, we have

nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the

directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections

of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the

Group or Company’s ability to continue as a going concern.

Overview of our audit approach

Audit scope

• We performed an audit of the complete financial information of the Group, which

accounted for 100% of the profit before taxation, 100% of revenue and 100% of total

assets. Our approach to scoping and resulting coverage is consistent with 2023.

Key audit matters

• Impairment of property, plant and equipment and right-of-use assets

• Management override in the recognition of revenue

Materiality

• Overall Group materiality of £1.80m which represents 0.5% of Group revenue.

118 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

An overview of the scope of the Company and Group audits

Tailoring the scope

Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit

scope foreach company within the Group. Taken together, this enables us to form an opinion on the consolidated financial

statements. The Group’s operations are based solely in the United Kingdom with a single head office and finance function and

therefore all audit procedures are completed by one audit team at this location.

We take into account size, risk profile, the organisation of the Group and effectiveness of Group-wide controls, changes in the

business environment, the potential impact of climate change and other factors such as recent Internal audit results when

assessing the level of work to be performed at each company.

In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate quantitative

coverage of significant accounts in the financial statements, we performed full scope audit procedures over 100% of the Group’s

results for the year ended 30 March 2024 and 100% of the Group’s total assets at that date. We obtained an understanding of the

entity-level controls of the Group which assisted us in identifying and assessing risks of material misstatement due to fraud or

error, as well as assisting us in determining the most appropriate audit strategy. This approach is consistent with the prior period.

Climate change

Stakeholders are increasingly interested in how climate change will impact the Group. The Group has determined that the most

significant future impacts from climate change on its operations will be from higher sourcing costs/supply issues for ingredients

affected by increased extreme weather events impacting harvests and the risk of increased extreme weather events (e.g.

flooding) inthe UK causing reduced footfall/pub closures and impacting staff travel and wellbeing. These are explained in the

Task Force on Climate Related Financial Disclosures on pages 43 to 56 and in the principal risks and uncertainties. They have

also explained their climate commitments on page 41. All of these disclosures form part of the “Other information,” rather than

the audited financial statements. Our procedures on these unaudited disclosures therefore consisted solely of considering

whether they are materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or

otherwise appear to be materially misstated, in line with our responsibilities on “Other information”.

In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and any

consequential material impact on its financial statements.

The Group has explained in the basis of preparation (Note 1 of the financial statements) how it has reflected the impact of

climate change in its financial statements. There are no significant judgements or estimates relating to climate change in the

notes to the financial statements.

Our audit effort in considering the impact of climate change on the financial statements was focused on evaluating

management’s assessment of the impact of climate risk, physical and transition, its climate commitments, the effects of

material climate risks disclosed on pages 44 to 48 and the significant judgements and estimates disclosed in note 1. As part

ofthis evaluation, we performed our own risk assessment, to determine the risks of material misstatement in the financial

statements from climate change which needed to be considered in our audit.

We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and viability and

associated disclosures. Where considerations of climate change were relevant to our assessment of going concern, these are

described above.

Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter

ortoimpact a key audit matter.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FULLER,

SMITH & TURNER P.L.C. continued

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FI N A NCI AL S TATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 119

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial

statements of the current period and include the most significant assessed risks of material misstatement (whether or not due

to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the

allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the

context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate

opinion on these matters.

Risk Our response to the risk

Key observations communicated to the

Audit and Risk Committee

Impairment of property, plant

and equipment (PPE) and

right-of-use assets (ROUA)

Refer to the Audit and Risk

Committee Report (pages 74 to

79); Accounting policies (page

134); and Note 13 of the

Consolidated Financial

Statements (page 152)

As at 30 March 2024, the

carrying value of PPE is £581.9

million (2023: £583.3million)

and right-of-use asset is £58.7

million (2023: £66.4 million).

Impairment for tangible assets

(PPE and ROUA) is tested on the

basis of each individual cash

generating unit (CGU) – an

individual pub site.

There is a risk that pubs may

not achieve the anticipated

business performance to

support their carrying value.

This could lead to an

impairment charge that has not

been recognised by

management.

Indicators of impairment

reversals was considered at

certain sites where actual

trading performance has been

better than the budgeted in

previous impairment

assessments.

Significant judgement is

required in forecasting future

cash flows of each pub, the

long-term growth rate and the

rate at which cash flows are

discounted. For a portion of the

pub estate where the value-in-

use model may indicate an

impairment charge, an overlay

based on the market value

approach is performed which

involves significant judgement

in determining the fair value of

these pubs.

We gained an understanding through a walkthrough

of the process and controls management has in place

over the impairment process.

We validated that the methodology of the impairment

exercise is consistent with the requirements of IAS

36 Impairment of Assets, including appropriate

identification of cash generating units and the

allocation of central service costs in the value in

usecalculations.

We tested the arithmetical accuracy and integrity

ofthe impairment model and confirmed that the

forecasts were consistent with the Board approved

forecasts and those used in the going concern

assessment.

We agreed the carrying value of each CGU back

tothe fixed asset register and confirmed the

completeness of pub listing included in the

assessment.

Below we summarise the procedures performed

inrelation to the key judgements for the tangible

(PPE and ROUA) assets impairment review:

• In respect of the cost inflation and consumer

spending habit assumptions on both short-term

trading and the longer-term growth rate, we

compared management’s assumptions against

external economic forecasts and actual

performance from the last year.

• We also performed sensitivity analysis based on

reasonable possible changes to key assumptions

determined by management being long term

growth rate and discount rate. We assessed that

the reasonably possible change in assumptions

applied by management were appropriate by

reference to the ranges independently established

by our work.

• We used our internal valuations specialists to

support our assessment of the discount rate and

long-term growth rate applied to cashflows by

independently determining an acceptable range

ofvalues for each assumption.

• Where management’s pub impairment assessment

was based on the fair value approach, we obtained

an external desk-top property valuation from

management’s specialists on a sample of pubs and

reviewed the methodology applied and audited the

key assumptions that form part of the valuation in

light of recent transactions in the market with the

assistance of our internal valuation specialists.

Based on our audit procedures we

have concluded the net impairment

charge of £2.2 million is

appropriately determined. We

highlighted that a reasonably

possible change in certain key

assumptions including growth rate

and discount rate could lead to

material additional impairment

charges. We concluded appropriate

disclosures had been included by

management for the above

assumptions and that the

impairment is appropriately

presented as separately disclosed

items given market practice.

120 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

Risk Our response to the risk

Key observations communicated to the

Audit and Risk Committee

The impairment charge

andreversal of previous

impairments are classified

asaseparately disclosed item

in the Income Statement.

We reviewed management’s indicators of impairment

reversal; and tested management’s estimate of the

reversal value, challenging whether there has been

sufficient improved performance to support any

reversal of impairment.

We reviewed the disclosures in notes to the financial

statements against the requirements of IAS 36

Impairment of Assets, in particular the requirement

todisclose further sensitivities for CGUs where a

reasonably possible change in a key assumption

wouldcause an impairment. We also considered the

disclosure as separately disclosed items by reference

to the Group’s accounting policy, industry practice

andthe FRC guidance.

Management override in

therecognition of revenue

Refer to the Accounting policies

(page 132) and Note 3 of the

financial statements (page 142)

The Group recorded revenue of

£359.1 million in the period

(2023: £336.6 million), including

£325.3 million in the Managed

houses segment (2023: £306.8

million) and £33.8 million in the

Tenanted Inns segment (2023:

£29.8 million).

The vast majority of the

Group’s revenue transactions

are non-complex, with no

judgement applied over the

amount recorded.

We consider the significant

riskrelating to fraud in revenue

recognition to be through

management override of

controls and topside journals

torevenue in the managed

andtenanted estate.

For managed houses, revenue

is typically comprised of a

largenumber of low value

transactions. Although there is

little management judgement

involved, there is a risk that

manual topside adjustments

could be posted which could

result in revenue being

overstated or not recorded.

ForTenanted Inns there is also

a risk that manual topside

adjustments could be posted

torevenue.

We performed a walkthrough of each of the Group’s

significant revenue processes, including the

recording of manual journal adjustments, and

assessed the design effectiveness of the key controls

that are in place.

We applied correlation data analysis over the Group’s

entire revenue journal population to identify how

much of the Group’s revenue is converted to cash

postings and to isolate non-standard revenue

transactions for further analysis, focusing our testing

on higher risk transactions identified. We determined

the higher risk journal entries to be the adjustments

made at or near the end of the reporting period,

post-closing adjustments and other adjustments

made to record transactions outside the normal

course of business and performed substantive

procedures to obtain sufficient appropriate audit

evidence that those entries were properly supported

and approved.

We searched for any topside journals to revenue,

butnone were identified.

We performed cut-off testing procedures including

review of post period end cash receipts and journals,

and an analytical review of significant variances to

the prior year, to assess for completeness.

We concluded that revenue was

reasonably stated.

We did not identify any instances

ofmanagement override in relation

to revenue.

The above key audit matters are consistent with the prior year.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FULLER,

SMITH & TURNER P.L.C. continued

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FI N A NCI AL S TATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 121

Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on

the audit and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence

the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and

extent of our audit procedures.

We determined materiality for the Group to be £1.80 million (2023: £1.68 million), which is 0.5% (2023: 0.5% of Group revenue.

We believe that Group revenue to be an appropriate materiality basis due to its prominence in the financial reporting the

Group’s equity and debt stakeholders in the context of the Group which has not returned to a normalised level of profit.

During the course of our audit, we reassessed initial materiality and there is no change in final materiality from original

assessment at planning.

Performance materiality

The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low

level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement was

that performance materiality was 75% (2023: 75%) of our planning materiality, namely £1.35m (2023: £1.26m). We have set

performance materiality at this percentage as we did not anticipate a significant level of audit differences following our FY23 audit.

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit and Risk Committee that we would report to them all uncorrected audit differences in excess of

£90,000 (2023: £84,000), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view,

warranted reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light

of other relevant qualitative considerations in forming our opinion.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our

auditor’s report thereon. The directors are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly

stated in this report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially

inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be

materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to

determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we

have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the

Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the strategic report and the directors’ report for the financial year for which the financial statements

are prepared is consistent with the financial statements; and

• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

122 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Company and its environment obtained in the course of

the audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report

to you if, in our opinion:

• adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received

from branches not visited by us; or

• the Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with

the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Corporate Governance Statement

We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate

Governance Statement relating to the Group and Company’s compliance with the provisions of the UK Corporate Governance

Code specified for our review by the Listing Rules.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate

Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:

• Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material

uncertainties identified set out on page 132;

• Directors’ explanation as to its assessment of the company’s prospects, the period this assessment covers and why the

period is appropriate set out on page 29;

• 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 132;

• Directors’ statement on fair, balanced and understandable set out on page 115;

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 117;

• The section of the annual report that describes the review of effectiveness of risk management and internal control systems

set out on page 77; and

• The section describing the work of the Audit and Risk Committee set out on page 74.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 115, 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 and Company’s ability to continue

as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting

unless the directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative

but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance

isa highlevel of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually

orin the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these

financial statements.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FULLER,

SMITH & TURNER P.L.C. continued

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FI N A NCI AL S TATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 123

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with

our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement

due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for

example, forgery orintentional misrepresentations, or through collusion. The extent to which our procedures are capable of

detecting irregularities, including fraud is detailed below.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of

the company and management.

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that

the most significant are the reporting frameworks (UK adopted international accounting standards), the Companies Act 2006,

Money Laundering regulations, the UK Corporate Governance Code, the Listing Rules of the UK Listing Authority and UK tax

compliance regulations.

• We understood how Fuller, Smith &Turner P.L.C. is complying with those frameworks by making inquiries of management,

those charged with governance, those responsible for legal and compliance procedures and the Company Secretary.

We corroborated our inquires through inspection of board minutes and correspondence with regulatory authorities and

through attendance at Audit and Risk Committee meetings.

• We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur

by making inquiries of management, those charged with governance and various other individuals within the financial

reporting function. We corroborated these inquiries by inspecting board minutes, retail audit reports and findings, reports to

the Group’s internal whistleblowing hotline and by understanding both the Group’s bonus scheme structure and the

expectations of investors and analysts, to understand areas in which individuals may be incentivised to commit fraud.

• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations.

Our procedures involved making inquiries as described above, inspecting minutes of all significant board and committee

meetings, reading correspondence with regulatory authorities, testing manual journal entries with higher risk characteristics

and testing unusual or non-standard transactions.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting

Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’sreport.

Other matters we are required to address

• Following the recommendation from the Audit and Risk Committee, we were appointed by the company on 27 January 2021

to audit the financial statements for the year ended 27 March 2021 and subsequent financial periods.

• The period of total uninterrupted engagement including previous renewals and reappointments is four years, covering the

years ended 27 March 2021 to 30 March 2024.

• The audit opinion is consistent with the additional report to the Audit and Risk Committee.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act

2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to

state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or

for the opinions we haveformed.

RACHEL SAVAGE

(SENIOR STATUTORY AUDITOR)

for and on behalf of Ernst & Young LLP, Statutory Auditor

London

12 June 2024

124 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

GROUP INCOME STATEMENT

FOR THE 52 WEEKS ENDED 30 MARCH 2024

					52 weeks ended 30 March 2024 53 weeks ended 1 April 2023
		Before			Before
		separately	Separately		separately	Separately
		disclosed	disclosed		disclosed	disclosed
		items	items	Total	items	items	Total
	Note	£m	£m	£m	£m	£m	£m
Revenue	3	359.1	–	359.1	336.6	–	336.6
Operating costs	4,5	(324.6)	(6.8)	(331 .4)	(31 1 .5)	(14.2)	(325.7)
Operating profit		34.5	(6.8)	27 .7	25.1	(14.2)	1 0.9
Net finance costs	5,6	(14.0)	0.7	(13.3)	(12.4)	–	(12.4)
Profit on disposal of properties	5	–	–	–	–	11 . 8	11 . 8
Profit before tax		20.5	(6.1)	14.4	12.7	(2.4)	1 0.3
Tax	7	(5.8)	0.5	(5.3)	(2.9)	0.5	(2.4)
Profit for the year		14.7	(5.6)	9.1	9.8	(1 .9)	7. 9
Earnings per share per 40p ‘A’ and ‘C’ ordinary share		Pence		Pence	Pence		Pence
Basic	8	24.48		15.16	16.1 0		1 2.98
Diluted	8	24.29		15.04	16.07		12.96
Earnings per share per 4p ‘B’ ordinary share
Basic	8	2.45		1 .52	1 .61		1 .30
Diluted	8	2.43		1 .50	1 .61		1 .30

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 125

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FI N A NCI AL S TATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

GROUP STATEMENT OF COMPREHENSIVE INCOME

FOR THE 52 WEEKS ENDED 30 MARCH 2024

Note

		52 weeks	53 weeks
		ended	ended
		30 March	1 April
		2024	2023
		£m	£m
Profit for the year		9.1	7. 9
Items that may be reclassified to profit or loss in subsequent years (net of tax)
Net gains on valuation of financial assets and liabilities	25	–	0.1
Items that will not be reclassified to profit or loss in subsequent years (net of tax)
Net actuarial losses on pension schemes	22	(0.3)	(2.5)
Tax related to items that will not be reclassified to profit or loss	7	0.1	0.6
Other comprehensive losses for the year, net of tax		(0.2)	(1 .8)
Total comprehensive income for the year, net of tax		8.9	6.1

126 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

GROUP BALANCE SHEET

30 MARCH 2024

Note

		Group	Group
		2024	2023
		£m	£m
Non-current assets
Intangible assets	10	28.6	29.0
Property, plant and equipment	11	581 .9	583.3
Investment properties	12	1. 5	1. 5
Retirement benefit obligations	22	18.7	1 6.1
Right-of-use assets	16	58.7	66.4
Other financial assets	14	0.1	0.1
Total non-current assets		689.5	696.4
Current assets
Inventories	17	4.0	4.2
Trade and other receivables	18	8.4	1 0.2
Current tax receivable		0.1	0.7
Cash and cash equivalents	21	12.2	1 4.1
Total current assets		24.7	29.2
Assets classified as held for sale	19	8.4	7. 0
Total assets		722.6	732.6
Current liabilities
Trade and other payables	20	(59.7)	(54.6)
Provisions	24	(0.8)	(0.5)
Borrowings	21	–	(6.0)
Lease liabilities	16	(4.4)	(4.8)
Total current liabilities		(64.9)	(65.9)
Non-current liabilities
Borrowings	21	(145.3)	(1 40.9)
Lease liabilities	16	(61 .5)	(67 .0)
Retirement benefit obligations	22	(1 .4)	(1 .5)
Deferred tax liabilities	7	(1 8.2)	(14.7)
Total non-current liabilities		(226.4)	(224.1)
Net assets		431 .3	442.6
Capital and reserves
Share capital	26	25.4	25.4
Share premium account	26	53.2	53.2
Capital redemption reserve	26	3.7	3.7
Own shares	26	(32.9)	(21 .3)
Hedging reserve	26	–	–
Retained earnings		381 .9	381 .6
Total equity		431 .3	442.6

Approved by the Board and signed on 12 June 2024.

M J TURNER, FCA

CHAIRMAN

Registered Number: 241882

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 127

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FI N A NCI AL S TATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

COMPANY BALANCE SHEET

30 MARCH 2024

Note

Company

2024

£m

Company

2023

£m

Non-current assets

Intangible assets 10 5.3 5.7

Property, plant and equipment 11 581.9 583.3

Investment properties 12 1.5 1.5

Retirement benefit obligations 22 18.7 16.1

Right-of-use assets 16 58.6 66.0

Other financial assets 14 0.1 0.1

Investments in subsidiaries 15 108.0 108.7

Total non-current assets 774.1 781.4

Current assets

Inventories 17 4.0 4.2

Trade and other receivables 18 8.4 10.2

Current tax receivable 0.7 0.7

Cash and cash equivalents 21 12.2 14.1

Total current assets 25.3 29.2

Assets classified as held for sale 19 8.4 7. 0

Total assets 807.8 817.6

Current liabilities

Trade and other payables 20 (212.8) (197.7)

Provisions 24 (0.8) (0.5)

Borrowings 21 – (6.0)

Lease liabilities 16 (4.3) (4.7)

Total current liabilities (217.9) (208.9)

Non-current liabilities

Borrowings 21 (145.3) (140.9)

Lease liabilities 16 (61.2) (66.6)

Retirement benefit obligations 22 (1.4) (1.5)

Deferred tax liabilities 7 (18.2) (14.7)

Total non-current liabilities (226.1) (223.7)

Net assets 363.8 385.0

Capital and reserves

Share capital 26 25.4 25.4

Share premium account 26 53.2 53.2

Capital redemption reserve 26 3.7 3.7

Own shares 26 (32.9) (21.3)

Hedging reserve 26 – –

Merger reserve 26 (1.6) (1.6)

Retained earnings 316.0 325.6

Total equity 363.8 385.0

Loss attributable to ordinary shareholders and included in the financial statements of the Parent Company was £0.8 million

(2023: profit of £0.4 million). Approved by the Board and signed on 12 June 2024.

M J TURNER, FCA

CHAIRMAN

Registered Number: 241882

128 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

GROUP STATEMENT OF CHANGES IN EQUITY

FOR THE 52 WEEKS ENDED 30 MARCH 2024

Group

		Share	Capital
	Share	premium	redemption
	capital	account	reserve	Own shares	Hedging	Retained
	(note 26)	(note 26)	(note 26)	(note 26)	reserve	earnings	Total
	£m	£m	£m	£m	£m	£m	£m
At 26 March 2022	25.4	53.2	3.7	(16.6)	(0.1)	383.6	449.2
Profit for the year	–	–	–	–	–	7. 9	7. 9
Other comprehensive income/(losses) for the year	–	–	–	–	0.1	(1 .9)	(1 .8)
Total comprehensive income for the year	–	–	–	–	0.1	6.0	6.1
Shares purchased to be held in ESOT or astreasury	–	–	–	(4.8)	–	–	(4.8)
Shares released from ESOT and treasury	–	–	–	0.1	–	–	0.1
Dividends (note 9)	–	–	–	–	–	(7 .4)	(7 .4)
Share-based payment credits	–	–	–	–	–	(0.4)	(0.4)
Tax credited directly to equity	–	–	–	–	–	(0.2)	(0.2)
At 1 April 2023	25.4	53.2	3.7	(21.3)	–	381.6	442.6
Profit for the year	–	–	–	–	–	9.1	9.1
Other comprehensive expense forthe year	–	–	–	–	–	(0.2)	(0.2)
Total comprehensive income fortheyear	–	–	–	–	–	8.9	8.9
Shares purchased to be held in ESOT or as treasury	–	–	–	(12.4)	–	–	(12.4)
Shares released from ESOT andtreasury	–	–	–	0.8	–	(0.3)	0.5
Dividends (note 9)	–	–	–	–	–	(1 0.0)	(1 0.0)
Share-based payment expense	–	–	–	–	–	1. 7	1. 7
At 30 March 2024	25.4	53.2	3.7	(32.9)	–	381 .9	431.3

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 129

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FI N A NCI AL S TATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE 52 WEEKS ENDED 30 MARCH 2024

Company

capital

(note 26)

£m

premium

account

(note 26)

£m

Capital

redemption

reserve

(note 26)

£m

Own shares

(note 26)

£m

Hedging

reserve

£m

Merger

reserve

£m

Retained

earnings

£m

Total

£m

At 26 March 2022

25.4 53.2 3.7 (16.6) (0.1) (1.6) 335.1 399.1

Profit for the year – – – – – – 0.4 0.4

Other comprehensive income/(losses)

for the year – – – – 0.1 – (1.9) (1.8)

Total comprehensive income for

theyear – – – – 0.1 – (1.5) (1.4)

Shares purchased to be held in ESOT

oras treasury – – – (4.8) – – – (4.8)

Shares released from ESOT and

treasury – – – 0.1 – – – 0.1

Dividends (note 9) – – – – – – (7.4) (7.4)

Share-based payment credits – – – – – – (0.4) (0.4)

Tax debited directly to equity – – – – – – (0.2) (0.2)

At 1 April 2023

25.4 53.2 3.7 (21.3) – (1.6) 325.6 385.0

Loss for the year – – – – – – (0.8) (0.8)

Other comprehensive expense

fortheyear – – – – – – (0.2) (0.2)

Total comprehensive loss fortheyear – – – – – – (1.0) (1.0)

Shares purchased to be held in ESOT

oras treasury – – – (12.4) – – – (12.4)

Shares released from ESOT or as

treasury – – – 0.8 – – (0.3) 0.5

Dividends (note 9) – – – – – – (10.0) (10.0)

Share-based payment credits – – – – – – 1.7 1.7

At 30 March 2024 25.4 53.2 3.7 (32.9) – (1.6) 316.0 363.8

130 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

GROUP CASH FLOW STATEMENT

FOR THE 52 WEEKS ENDED 30 MARCH 2024

Note

		Group	Group
		52 weeks	53 weeks
		ended	ended
		30 March 2024	1 April 2023
		£m	£m
Profit before tax for continuing operations		14.4	1 0.3
Net finance costs before separately disclosed items	6	14.0	12.4
Separately disclosed items	5	6.1	2.4
Depreciation and amortisation	4	26.3	26.7
Adjusted EBITDA 1		60.8	51 .8
Difference between pension charge and cash paid	22	(2.6)	(2.3)
Share-based payment charge/(credit)	4	1. 7	(0.4)
Change in trade and other receivables		0.6	2.5
Change in inventories		0.2	(0.6)
Change in trade and other payables		6.9	(3.0)
Cash impact of operating separately disclosed items	5	1. 7	(0.5)
Cash generated from operations		69.3	47 .5
Tax paid		(1 .0)	–
Net cash generated from operating activities		68.3	47 .5
Cash flow from investing activities
Purchase of property, plant and equipment		(27 .2)	(30.7)
Sale of property, plant and equipment, right-of-use assets and assets held for sale		–	16.0
Net cash outflow from investing activities		(27 .2)	(1 4.7)
Cash flow from financing activities
Purchase of own shares	26	(12.4)	(4.8)
Receipts on release of own shares to option schemes	26	0.5	0.1
Interest paid		(1 0.4)	(8.7)
Preference dividends paid	9	(0.1)	(0.1)
Equity dividends paid	9	(1 0.0)	(7 .4)
Drawdown of bank loans	21	4.5	–
Repayment of debenture	21	(6.0)	–
Surrender of leases		–	(2.1)
Principal and interest elements of lease payments	16	(8.7)	(9.8)
Payment of loan arrangement fees	21	(0.4)	(1 .5)
Net cash outflow from financing activities		(43.0)	(34.3)
Net movement in cash and cash equivalents		(1.9)	(1 .5)
Cash and cash equivalents at the start of the year	21	14.1	15.6
Total cash and cash equivalents at the end of the year	21	12.2	1 4.1

1 Adjusted EBITDA is EBITDA excluding separately disclosed items.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 131

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FI N A NCI AL S TATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

COMPANY CASH FLOW STATEMENT

FOR THE 52 WEEKS ENDED 30 MARCH 2024

Note

Company

52 weeks

ended

30 March 2024

£m

Company

53 weeks

ended

1 April 2023

£m

Profit before tax for continuing operations 3.9 3.1

Net finance costs before separately disclosed items 24.2 18.8

Separately disclosed items 6.4 3.2

Depreciation and amortisation 26.2 26.7

Adjusted EBITDA

60.7 51.8

Difference between pension charge and cash paid 22 (2.6) (2.3)

Share-based payment charge/(credit) 1.7 (0.4)

Change in trade and other receivables 0.8 (3.9)

Change in inventories 0.2 (0.6)

Change in trade and other payables 6.8 3.3

Cash impact of operating separately disclosed items 1.7 (0.5)

Cash generated from operations 69.3 47.4

Tax paid (1.0) –

Net cash generated from operating activities 68.3 47.4

Cash flow from investing activities

Purchase of property, plant and equipment (27.2) (30.7)

Sale of property, plant and equipment, right-of-use assets and assets held for sale – 16.0

Net cash outflow from investing activities (27.2) (14.7)

Cash flow from financing activities

Purchase of own shares 26 (12.4) (4.8)

Receipts on release of own shares to option schemes 26 0.5 0.1

Interest paid (10.4) (8.7)

Preference dividends paid 9 (0.1) (0.1)

Equity dividends paid 9 (10.0) (7.4)

Drawdown of bank loans 21 4.5 –

Repayment of debenture 21 (6.0) –

Surrender of leases – (2.1)

Principal and interest elements of lease payments 16 (8.7) (9.7)

Payment of loan arrangement fees 21 (0.4) (1.5)

Net cash outflow from financing activities (43.0) (34.2)

Net movement in cash and cash equivalents (1.9) (1.5)

Cash and cash equivalents at the start of the year 21 14.1 15.6

Total cash and cash equivalents at the end of the year 21 12.2 14.1

1 Adjusted EBITDA is EBITDA excluding separately disclosed items.

132 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

1. Authorisation of Financial Statements and Accounting Policies

Authorisation of Financial statements

The financial statements of Fuller, Smith & Turner P.L.C. and its subsidiaries (the “Group”) for the 52 weeks ended 30 March

2024 were authorised for issue by the Board of Directors on 12 June 2024 and the Balance Sheet was signed on the Board’s

behalf by M J Turner. Fuller, Smith & Turner P.L.C. is a public limited company incorporated and domiciled in England and

Wales. The Company’s ordinary ‘A’ shares are traded on the London Stock Exchange.

Significant Accounting Policies

Basis of preparation

The Group’s and Company’s financial statements have been prepared in accordance with international accounting standards

in conformity with the requirements of the Companies Act 2006, and in accordance with UK adopted International Financial

Reporting Standards, and applied to the financial statements of the Group and the Company for the 52 weeks ended 30 March

2024. The principal accounting policies adopted by the Group and by the Company are set out in the accounting policies below.

The Group and Company financial statements are presented in Sterling and all values are shown in millions of pounds (£m)

rounded to the nearest hundred thousand, except where otherwise indicated.

As permitted by Section 408 of the Companies Act 2006, a separate Income Statement for the Parent Company has not been prepared.

Going concern

The Group’s business activities, together with the factors likely to affect its future development, performance and position, are

set out in the Strategic Report on pages 6 to 57. The financial position of the Company, its cash flows, net debt and borrowing

facilities and the maturity of those facilities are set out on pages 124 to 179.

In addition, there are further details in the financial statements on the Group’s financial risk management, objectives and

policies in note 25.

At 30 March 2024, the Group Balance Sheet comprises of 88% of the estate being freehold properties and available headroom

on facilities of £75.0 million and £12.2 million of cash with resulting net debt of £133.1 million. The Group has unsecured banking

facilities of £200 million, split between a revolving credit facility of £110 million and a term loan of £90 million. Under the

facilities agreement, the covenant suite (tested quarterly) consist of net debt to adjusted EBITDA (leverage) and adjusted EBITDA

to net finance charges. During the period, the Group agreed with its lenders to extend these facilities for a further year through

to May 2027. The Group repaid £6 million of its debentures during the period out of the Group’s current facilities. The remaining

debentures of £20 million are not due for repayment until 2028.

The Group has modelled financial projections for the going concern period, which is defined as the 12 month period from the

date of approval of these financial statements to 28 June 2025, based upon two scenarios, the “base case” and the “downside

case”. The base case is the Board approved FY2025 budget as well as the Q1 FY2026 plan which forms part of the Board-

approved three year plan. The base case assumes that sales will continue to grow, but with only modest food and drink volume

growth. The base case also assumes that food and drink inflationary pressures ease and inflation returns to manageable levels.

However, the base case assumes that staff costs will be impacted by the National Living Wage resulting in continued wage

inflation across all job roles. The base case scenario indicates that the Group will have sufficient resources to continue to settle

its debts as they fall due and operate well within its covenants for the going concern assessment period.

The Group has also modelled a “downside case” which assumes that sales volume reduces by 10% in FY2025 and 5% in FY2026

from the “base case” and that cost inflation continues at a higher rate than assumed in the “base case”. In this “downside case”,

management would implement mitigating actions such as overhead cost reduction, reduction of capital expenditure and other

property spend to essential maintenance and a decrease in bonus pay-out. Under this scenario, the Group would still have

sufficient resources to settle liabilities as they fall due and headroom on its covenants through the duration of the period.

The Group has also performed a “reverse stress case” which shows that the Group could withstand a 30% reduction in volumes

from those assessed in the “base case” throughout the going concern period before the covenants would be breached in June

FY2026. The Directors have concluded that the reduction in sales volumes required to breach the covenants is too remote and

that this scenario is therefore considered implausible.

Under both the base and downside scenarios modelled, the Group would have sufficient headroom on its facilities throughout

the going concern assessment period. Additionally, under the downside scenario there are further mitigating actions which the

Group has in its control to either improve EBITDA or reduce net debt, such as further reduction in capital expenditure to only

essential maintenance and decision not to pay dividends and all bonuses. Further mitigating actions would also include

disposals of licensed and unlicensed properties.

The Directors have also determined that, over the period of the going concern assessment, there is not expected to be a

significant impact because of climate change.

After due consideration of the matters set out above, the Directors are satisfied that there is a reasonable expectation that the

Group has adequate resources to continue in operational existence for the going concern assessment period, being the

12 months from the date of signing these financial statements through to 28 June 2025, and have therefore adopted the going

concern basis in the preparation of these financial statements.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 133

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FI N A NCI AL S TATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

Significant accounting judgements, estimates and assumptions

The areas of estimation and assumption which are considered to be significant in the preparation of the financial statements are

as follows:

• The Group determines whether goodwill is impaired on an annual basis and this requires an estimation of the value in use

of the cash-generating units (“CGUs”) to which the goodwill is allocated. This involves estimation of future cash flows and

choosing a suitable discount rate. Full details are supplied in note 13, together with an analysis of those key assumptions

• The Group reviews impairment of all property, plant and equipment and right-of-use assets at CGU level where there is any

indication of impairment. This requires an estimation of the value in use and involves estimation of future cash flows and

choosing a suitable discount rate. See note 13, which describes the assumptions used, together with an analysis of the

key assumptions

• Measurement of defined benefit pension obligations requires estimation of future changes in inflation, as well as mortality

rates, the expected return on assets and the selection of a suitable discount rate. These have been determined on advice from

the Group’s qualified actuary. The estimates used and the key assumptions are provided in note 22.

The areas of judgement which are considered to be significant in the preparation of the financial statements are as follows:

• Judgement is used to determine those items that should be separately disclosed to allow a better understanding of the

underlying trading performance of the Group. The judgement includes assessment of whether an item is of a nature that

is not consistent with normal trading activities or of sufficient size or infrequency. See note 5 for further details

• The Group has exercised significant accounting estimation and judgement in the recognition of deferred tax liabilities in

respect of property, plant and equipment. Significant accounting estimates and judgements include those used to determine

the amount of net book value of property, plant and equipment to which the initial recognition exemption applies, the

calculation of the tax base on sale (which is subject to certain restrictions under tax law) and the offsetting of inherent losses

against inherent gains where tax losses are expected to be utilised against future profits and gains.

Basis of consolidation

The Group financial statements consolidate the financial statements of Fuller, Smith & Turner P.L.C. and the entities it controls (its

subsidiaries) drawn up for the 52 weeks ended 30 March 2024 (2023: 53 weeks ended 1 April 2023). Subsidiaries are consolidated

from the date of their acquisition, being the date on which the Group obtains control, and continue to be consolidated until the

date that such control ceases. Control comprises the power to direct the relevant activities of the subsidiary which significantly

affect the return of the subsidiary, so as to obtain benefit from its activities, and is achieved through direct or indirect ownership

of voting rights; currently exercisable or convertible potential voting rights; or by way of contractual agreement. All intercompany

balances and transactions, including unrealised profits arising from them, are eliminated.

Business combinations and goodwill

Business combinations are accounted for under IFRS 3 Business Combinations using the purchase method. Any excess of the

consideration of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and

contingent liabilities is recognised in the Balance Sheet as goodwill and is not amortised. To the extent that the net fair value of

the acquired entity’s identifiable assets, liabilities and contingent liabilities is greater than the cost of the investment, a gain is

recognised immediately in the Income Statement.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date.

Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.

Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 Financial

Instruments is measured at fair value with the changes in fair value recognised in the statement of profit or loss in accordance

with IFRS 9. Other contingent consideration that is not within the scope of IFRS 9 is measured at fair value at each reporting

date with changes in fair value recognised in profit or loss.

After initial recognition, goodwill is stated at cost less any accumulated impairment losses, with the carrying value being

reviewed for impairment, at least annually and whenever events or changes in circumstances indicate that the carrying value

may be impaired. Any impairment of goodwill made cannot be reversed if circumstances subsequently change.

For the purpose of impairment testing, goodwill is allocated to the related CGUs (or group of CGUs) monitored by management.

Where the recoverable amount of the CGU is less than its carrying amount, including goodwill, an impairment loss

is recognised in the Income Statement.

The carrying amount of goodwill allocated to a CGU is taken into account when determining the gain or loss on disposal of the

CGU, or of an operation within it.

Property, plant and equipment

Property, plant and equipment is stated at cost or deemed cost less accumulated depreciation and any impairment in value.

Depreciation is calculated on a straight-line basis to write down the cost to the estimated residual value over the expected

useful life of the asset as follows:

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

134 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

1. Authorisation of Financial Statements and Accounting Policies continued

Freehold buildings – Hotel accommodation and offices	Up to 50 years
Freehold buildings – Licensed retail property and unlicensed
property	From 50 to 100 years
Leasehold improvements	The term of the lease
Roofs	From 10 to 50 years
Plant, machinery and vehicles, fixtures and fittings	From three years up to 25 years

As required under IAS 16 Property, Plant and Equipment, expected useful lives and residual values are reviewed every year.

Land is not depreciated. An item of property, plant and equipment and any significant part initially recognised is derecognised

upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or

disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds

and the carrying amount of the asset) is included in the Income Statement when the asset is derecognised.

Hive-up transaction

When a subsidiary transfers its business to its parent immediately after acquisition (hive-up transaction) the assets are

transferred at market value and the investment is reduced to reflect the net effect of a return of capital in the form of the

underlying net assets with any difference taken to the merger reserve.

Investment property

The Group owns properties that are not used for the sale of goods or services but are held for capital appreciation or rental

purposes. These properties are classified as investment properties and their carrying values are based on cost less impairment.

Depreciation is calculated on a straight-line basis to write down the cost to the estimated residual value over the expected

useful life of the asset, which for investment properties is between 50 and 100 years.

Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a

business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried

at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding

capitalised development costs, are not capitalised and the related expenditure is reflected in profit or loss in the period in

which the expenditure is incurred. The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is

an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible

asset with a finite useful life are reviewed at least at the end of each reporting period.

Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually or

at the CGU level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to

be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic

benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the

difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss.

Impairment

Carrying values are reviewed for impairment if events indicate that the carrying value of the asset may not be recoverable. If such an

indicator exists and where the carrying values exceed the estimated recoverable amount, the assets or CGUs are written down to their

recoverable amounts. An asset’s recoverable amount is the greater of the fair value less costs to sell and the value in use. In assessing

value in use, the estimated future cash flows are discounted to present value using a pre-tax discount rate that reflects the current

market assessments of the time value of money and risks specific to the asset. In determining fair value less costs of disposal, recent

market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. For an

asset that does not generate largely independent cash inflows, the recoverable amount is determined for the smallest CGUs to which

the asset belongs.

The Group bases its impairment calculation on most recent management approved budgets and forecast calculations, which are

prepared separately for each of the Group’s CGUs to which the individual assets are allocated. These budgets and forecast calculations

generally cover a period of two years. A long-term growth rate is calculated and applied to project future cash flows after the second year.

For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that

previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset’s

or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions

used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the

carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been

determined, net of depreciation, had no impairment loss been recognised for the asset in prior years.

Impairment losses, and any reversal of such losses, are recognised in the Income Statement.

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 135

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FI N A NCI AL S TATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to

control the use of an identified asset for a period of time in exchange for consideration.

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low

value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use

the underlying assets.

a) Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available

for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for

any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial

direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received.

Right-of-use assets are depreciated on a straight-line basis over the lease term.

b) Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments

to be made over the lease term. The lease payments include fixed payments less any lease incentives receivable, variable lease

payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. Variable lease

payments that do not depend on an index or a rate are recognised as expenses in the period in which the event or condition that

triggers the payment occurs. The lease payment also includes the exercise price of a purchase option reasonably certain to be

exercised by the Group and payment of penalties for terminating a lease, if the lease term reflects the Group exercising the

option to terminate. Extensions to leases are recognised when it is reasonably certain the option is going to be exercised.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement

date because the interest rate implicit in the lease is not readily determinable. The carrying amount of lease liabilities is

remeasured if there is a modification, a change in the lease term or a change in the lease payments (e.g., changes to future

payments resulting from a change in an index or rate used to determine such lease payments).

The Group’s lease liabilities are included in Cash, Borrowings and Net Debt (see note 21).

c) Short-term leases and leases of low value assets

The Group applies the short-term lease recognition exemption to its short-term leases of equipment (i.e., those leases that have

a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease

of low value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on

short-term leases and leases of low value assets are recognised as expense on a straight-line basis over the lease term.

Group as a lessor

Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are

classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease terms and is

included in revenue in the Income Statement due to its operating nature.

Assets held for sale and discontinued operations

Assets are classified as held for sale when the carrying amount will be recovered principally through a sale transaction rather than

continuing use. The criteria for held for sale classification are regarded as met only when the sale is highly probable and the asset or

disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is

unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be

committed to the plan to sell the asset and the sale expected to be completed within one year from the date of the classification.

Assets held for sale are valued at the lower of the carrying amount and fair value less costs to sell. No depreciation is charged whilst

assets are classified as held for sale.

In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, results for the discontinued operations

are presented separately in the Group’s Income Statement (for which the comparatives and related notes would be restated).

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is calculated using the “Average Weighted Cost”

method. Net realisable value is the estimated selling price in the ordinary course of business less estimated costs of completion

and the costs to be incurred in marketing, selling and distribution.

Financial instruments

Initial recognition and derecognition

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument

of another entity.

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

136 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

1. Authorisation of Financial Statements and Accounting Policies continued

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the

financial instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset

expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised

when it is extinguished, discharged, cancelled or expires.

Financial Assets

Recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other

comprehensive income (“OCI”) and fair value through profit or loss. The classification of financial assets at initial recognition

depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them.

With the exception of trade receivables that do not contain a significant financing component or for which the Group has

applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial

asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing

component are measured at the transaction price in accordance with IFRS 15.

There are three measurement categories into which the Group classifies its debt instruments:

• Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely

payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included

in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly

in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are

presented as separate line item in the statement of profit or loss. The Group’s cash and cash equivalents, trade and other

receivables fall into this category

• Fair value through OCI (“FVOCI”): Assets that are held for collection of contractual cash flows and for selling the financial

assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI.

Movements in the carrying amount are taken through OCI and will be recycled upon derecognition of the asset

• Fair value through profit or loss (“FVPL”): Assets that do not meet the criteria for amortised cost or FVOCI are measured

at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and

presented net within other gains/(losses) in the period in which it arises.

Impairment

IFRS 9’s impairment requirements use more forward-looking information to recognise expected credit losses – the expected credit

loss (“ECL”) model. Recognition of credit losses is no longer dependent on the Group first identifying a credit loss event. Instead, the

Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past

events, current conditions, and reasonable and supportable forecasts that affect the future cash flows of the instrument.

When assessing impairment for trade receivables, the Group has applied the simplified approach to expected credit losses as

per IFRS 9 Financial Instruments. The model focuses on an appraisal of the risk that a receivable will default rather than whether

a loss has been incurred. This involves an unbiased assessment of a range of possible outcomes and their probabilities of

occurrence, and is supported by past experience of collecting payments as well as changes in economic conditions that

correlate with default on receivables. Expected credit losses are initially determined based on the Group’s historical credit loss

experience, any forward-looking factors specific to a particular trade receivable and the current economic environment.

The timing of initial recognition for impairment losses is the same period that the asset is recognised. Movements in expected

credit losses are recognised in the Income Statement within operating costs. At the point a trade receivable is written off the

ledger as uncollectable, the cost is charged against the allowance account and any subsequent recoveries of amounts

previously written off are credited to the Income Statement.

In the Parent Company, amounts due from subsidiary undertakings are recognised at their original amount less allowance for

impairment based on the ECL model. In determining the model, the Company considers the net assets and the resources

available to that subsidiary.

Financial Liabilities

Recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and

borrowings, payables or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly

attributable transaction costs.

The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, derivative

financial instruments and lease liabilities.

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OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FI N A NCI AL S TATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

For purposes of subsequent measurement, financial liabilities are classified in two categories:

• Financial liabilities at fair value through profit or loss which are measured subsequently at fair value with gains or losses

recognised in the Income Statement.

• Financial liabilities at amortised cost (loans and borrowings) which are measured using the effective interest method.

Bank loans, overdrafts and debentures

Interest bearing bank loans, overdrafts and debentures are initially recorded at the fair value of proceeds received, net of direct

issue costs, and thereafter at amortised cost. Finance charges, including premiums payable on settlement or redemption and

direct issue costs, are accounted for on an effective interest rate basis in the Income Statement. Finance charges are added to

the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position

if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to

realise the assets and settle the liabilities simultaneously.

Derivative financial instruments and hedge accounting

Recognition and measurement

The Group uses interest rate swaps to hedge its interest rate risks. Such derivative financial instruments are initially recognised

at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value.

Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

For the purpose of hedge accounting, hedges are classified as:

• Fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability or an unrecognised

firm commitment

• Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk

associated with a recognised asset or liability or a highly probable forecast transaction or the foreign currency risk in an

unrecognised firm commitment

• Hedges of a net investment in a foreign operation.

At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which it

wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge.

The documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged and

how the Group will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis

of sources of hedge ineffectiveness and how the hedge ratio is determined). A hedging relationship qualifies for hedge

accounting if it meets all of the following effectiveness requirements:

• There is “an economic relationship” between the hedged item and the hedging instrument

• The effect of credit risk does not “dominate the value changes” that result from that economic relationship

• The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group

actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that quantity of hedged item.

Hedges that meet all the qualifying criteria for hedge accounting are accounted for, as described below.

The Group has interest rate swaps which are classified as cash flow hedges. The effective portion of changes in the fair value

of derivatives that are designated and qualify as cash flow hedges is recognised in the cash flow hedge reserve within equity.

The gain or loss relating to the ineffective portion is recognised immediately in profit or loss, within other gains/(losses).

Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss

in the periods when the hedged item affects profit or loss, in the same line as the recognised hedged item. If cash flow hedge

accounting is discontinued, the amount that has been accumulated in OCI must remain in accumulated OCI if the hedged

future cash flows are still expected to occur. Otherwise, the amount will be immediately reclassified to profit or loss as a

reclassification adjustment. When a hedging instrument expires, or is sold or terminated, or when a hedge no longer meets

the criteria for hedge accounting, but the risk management objective remains the same, the hedge ratio is adjusted so that it

meets the qualifying criteria again.

Classification of shares as debt or equity

When shares are issued, any component that creates a financial liability of the Company or Group is presented as a liability in

the Balance Sheet; measured initially at fair value net of transaction costs and thereafter at amortised cost until extinguished

on conversion or redemption. The corresponding dividends relating to the liability component are charged as interest expense

in the Income Statement. The initial fair value of the liability component is determined using a market rate for an equivalent

liability without a conversion feature.

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

138 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

1. Authorisation of Financial Statements and Accounting Policies continued

The remainder of the proceeds on issue is allocated to the equity component and included in shareholders’ equity, net of

transaction costs. The carrying amount of the equity component is not remeasured in subsequent years.

The Group’s ordinary shares are classified as equity instruments. For the purposes of the disclosures given in note 25, the

Group considers its capital to comprise its ordinary share capital, share premium, capital redemption reserve, hedging reserve

and accumulated retained earnings plus its preference shares which are classified as a financial liability in the Balance Sheet.

There have been no changes to what the Group considers to be capital since the prior year.

Preference shares

The Group’s preference shares are reported under non-current liabilities. The corresponding dividends on preference shares are

charged as interest in the Income Statement. Preference share dividends are at fixed rates.

Revenue

Revenue is recognised under IFRS 15 upon application of the following steps:

• Identify the contract with a customer

• Identify the performance obligations in the contract

• Determine the transaction price

• Allocate the transaction price to each performance obligation

• Recognise revenue when a performance obligation is satisfied by transferring a promised good or service to a customer.

Managed Pubs and Hotels revenue primarily consists of food, drink and accommodation sales. Food and drink revenue is

recognised when control of the goods/services has transferred, being at the point the customer purchases the food or drink.

The Group also takes bookings for events and accommodation which require a deposit to secure the booking. A contract liability

for the deposit is recognised at the time of the sale. The contract liability is released and revenue is recognised on a straight-line

basis over the duration of the room occupation or event. A contract liability is recognised until the event is complete or the

guest has occupied the room.

The Group also earns revenue through selling drink to the Tenanted Inns division which is supplied to Fuller’s by Asahi under

the Long-Term Supply Agreement (“LTSA”). Revenue is recognised as though the Group is the principal as it has primary

responsibility over the product and also bears the inventory risk.

Revenue is recognised under IFRS 16 where the Group receives rental income from Tenanted and unlicensed properties.

This is recognised on a straight-line basis over the lease term. Some rental income includes turnover rent which is based on

the percentage of the income generated by that pub. This is recognised when the revenue is earned. Revenue is recognised

for machine income when net takings are earned.

Separately disclosed items

The Group presents as separately disclosed items on the face of the Income Statement those material items of income and

expense which, because of the nature or expected infrequency of the events giving rise to them, merit separate presentation to

allow shareholders to understand better the elements of financial performance in the year, so as to facilitate comparison with

prior periods and to better assess trends in financial performance. Separately disclosed items are a key element used to

demonstrate the underlying performance of the Group and reported as an alternative performance measure within the

management commentary for the reporting period.

Share-based payments

The Group has an employee Share Incentive Plan that awards shares to employees based on the reported profits of the Group for the

year, and a Long-Term Incentive Plan that awards shares to Directors and Senior Executives subject to specific performance criteria.

The Group also issues equity-settled share-based payments to certain employees under approved and unapproved share option

schemes and a Savings Related Share Option Scheme.

The cost of equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date

at which they are granted and is recognised as an expense over the vesting period, which ends on the date on which the relevant

employees become fully entitled to the award. Fair value is determined using an appropriate pricing model. In valuing equity-settled

transactions, no account is taken of any vesting conditions. The Group has no equity-settled transactions that are linked to the price

of the shares of the Company (market conditions).

No expense is recognised for awards that do not ultimately vest. At each Balance Sheet date before vesting, the cumulative expense

is calculated, representing the extent to which the vesting period has expired and management’s best estimate of the achievement or

otherwise of non-market conditions and of the number of equity instruments that will ultimately vest. The movement in cumulative

expense since the previous Balance Sheet date is recognised in the Income Statement, with a corresponding entry in equity.

Where the terms of an equity-settled award are modified or a new award is designated as replacing a cancelled or settled award,

the cost based on the original award terms continues to be recognised over the original vesting period. In addition, an expense is

recognised over the remainder of the new vesting period for the incremental fair value of any modification, based on the difference

between the fair value of the original award and the fair value of the modified award, both as measured on the date of the modification.

No reduction is recognised if this difference is negative.

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Where an equity-settled award is cancelled (including when a non-vesting condition within the control of the entity or employee is not

met), it is treated as if it had vested on the date of cancellation, and any cost not yet recognised in the Income Statement for the award

is expensed immediately. Any compensation paid up to the fair value of the award at the cancellation or settlement date is deducted

from equity, with any excess over fair value being treated as an expense in the Income Statement.

Own shares

Shares to be awarded under employee incentive plans and those that have been awarded but have yet to vest unconditionally are

held at cost by an employee share ownership trust (“ESOT”) and shown as a deduction from equity in the Balance Sheet. ESOT is

an independently managed trust and not controlled by the Group.

In addition to the purchase of shares by the various ESOTs for specific awards, the Group also from time to time acquires own

shares to be held as treasury shares. These shares are occasionally but not exclusively used to satisfy awards under various share

option schemes. Treasury shares are held at cost and shown as a deduction from total equity in the Balance Sheet.

Consideration received for the sale of such shares is also recognised in equity, with any difference between the proceeds from sale

and the original cost being taken to reserves. No gain or loss is recognised in the profit or loss on the purchase, sale, issue or

cancellation of treasury shares.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The current tax payable is based on taxable profit for the year using UK tax rates enacted or substantively enacted at the

Balance Sheet date and any adjustment to tax payable in respect of previous years. Taxable profit differs from net profit as

reported in the Income Statement because it excludes items of income or expense that are taxable or deductible in other

years or are never taxable or deductible.

Deferred tax

Deferred tax is recognised on temporary differences at the Balance Sheet date between the tax bases of assets and liabilities and

their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible

temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit

will be available against which they can be utilised.

Such deferred tax assets and liabilities are not recognised where the asset or liability arises from the initial recognition of

goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects

neither the accounting profit nor taxable profit or loss. The carrying amount of deferred tax assets is reviewed at each Balance

Sheet date.

Deferred tax is not recognised in respect of taxable temporary differences associated with investments in subsidiaries, where

the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will

not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities

and where the deferred tax balance relates to the same taxation entities.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the periods when the asset is

realised or the liability is settled, based on tax rates and laws enacted or substantively enacted at the Balance Sheet date.

Current and deferred tax for the year

Current and deferred tax are recognised in the Income Statement except when they relate to items that are recognised in the

Statement of Comprehensive Income or in equity, in which case the current and deferred tax are also recognised in the

Statement of Comprehensive Income or directly in equity respectively.

Pensions and other post-employment benefits

Defined contribution schemes

Payments to defined contribution retirement benefit schemes are charged to the Income Statement as they fall due.

Defined benefit schemes

The Group operated a defined benefit pension plan for eligible employees where contributions were made into a separate fund

administered by Trustees. The scheme closed to future accrual in January 2015.

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

140 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

1. Authorisation of Financial Statements and Accounting Policies continued

The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method calculated

by qualified actuaries. This attributes entitlement to benefits to the current period (to determine current service cost) and to

the current and prior periods (to determine the present value of defined benefit obligation) and is based on actuarial advice.

Past service cost is recognised as an expense at the earlier of the date when a plan amendment or curtailment occurs and the

date when an entity recognises any termination benefits, or related restructuring costs under IAS 37 Provisions, Contingent

Liabilities and Contingent Assets.

When a settlement (eliminating all obligations for benefits already accrued) or a curtailment (reducing future obligations as a

result of a material reduction in the scheme membership or a reduction in future entitlement) occurs, the obligation and related

plan assets are remeasured using current actuarial assumptions and the resultant gain or loss is recognised in the Income

Statement during the period in which the settlement or curtailment occurs.

The Group determines the net interest charge/(credit) on the net defined benefit liability/(asset) for the period by applying the

discount rate used to measure the defined benefit obligation at the beginning of the period to the net pension liability/(asset) at

the beginning of the period. The net interest charge/(credit) is recognised immediately as a separately disclosed finance cost/

(income) in the Income Statement. Actuarial gains and losses are recognised in full in the Statement of Comprehensive Income

in the period in which they occur.

The defined benefit pension asset or liability in the Balance Sheet comprises the total of the present value of the defined benefit

obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the

obligations are to be settled directly. Fair value is based on market price information and in the case of quoted securities is the

published bid price. The value of a net pension benefit asset is restricted to the sum of the present value of any amount the

Group expects to recover by way of refunds from the plan or reductions in the future contributions.

Dividends

Dividends recommended by the Board but unpaid at the year end are not recognised in the financial statements until they are paid

(in the case of the interim dividend) or approved by shareholders at the Annual General Meeting (in the case of the final dividend).

The Company’s investments in subsidiaries

In its separate financial statements, the Parent Company recognises its investment in its subsidiaries on the basis of cost less

provision for impairment.

New standards and interpretations issued but not yet applied

The International Accounting Standards Board and International Financial Reporting Interpretations Committee have issued the

following standards and interpretations with an effective date for periods starting on or before the date on which these financial

statements start:

• International Tax reform – Pillar Two Model Rules – Amendments to IAS 12 (effected 1 January 2023)

• IFRS18 Presentation and disclosure in financial statements (effected 1 April 2024).

The adoption of the above standards have not led to material effect in the financial statements. Other new standards and

interpretations in issue but not yet effective are not applicable to the Company and therefore are not expected to have material

impact on the Group’s financial position and results.

2. Segmental Analysis

Operating Segments

For management purposes, the Group’s operating segments are:

• Managed Pubs and Hotels, which comprises managed pubs, managed hotels, Bel & The Dragon and Cotswold Inns & Hotels

• Tenanted Inns, which comprises pubs operated by third parties under tenancy or lease agreements.

The most important measure used to evaluate the performance of the business is adjusted profit, which is the profit before tax,

adjusted for separately disclosed items. The operating segments are organised and managed separately according to the nature

of the products and services provided, with each segment representing a strategic operating unit. The Managed Pubs and Hotels

operating segments have been aggregated to one reportable segment on the basis they have similar economic characteristics.

Economic indicators assessed in determining that the aggregated operating segments share similar characteristics include

expected future financial performance, operating and competitive risks, and return on capital. As such, the operating segments

meet the aggregation criteria in paragraph 12 IFRS 8 Operating Segments (amended). More details of these segments are given

in the Strategic Report on pages 6 to 57 of this Report.

As segment assets and liabilities are not regularly provided to the Chief Operating Decision Maker (“CODM”), the Group has

elected, as provided under IFRS 8 Operating Segments (amended), not to disclose a measure of segment assets and liabilities.

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2. Segmental Analysis continued

	Managed Pubs	Tenanted
	and Hotels	Inns	Unallocated	Total
52 weeks ended 30 March 2024	£m	£m	£m	£m
Revenue
Sale of goods and services	288.1	24.1	–	312.2
Accommodation income	35.5	–	–	35.5
Total revenue from contracts with customers	323.6	24.1	–	347.7
Rental income	1.7	9.7	–	11.4
Revenue	325.3	33.8	–	359.1
Segment result	41.6	13.7	(20.8)	34.5
Operating separately disclosed items				(6.8)
Operating profit				27.7
Net finance costs				(13.3)
Profit before tax				14.4
Other segment information
Additions to property, plant and equipment	23.0	3.9	0.1	27.0
Depreciation and amortisation	22.4	3.0	0.9	26.3
Impairment of property and right-of-use assets net of reversals	5.1	3.2	–	8.3

	Managed Pubs	Tenanted
	and Hotels	Inns	Unallocated	Total
53 weeks ended 1 April 2023	£m	£m	£m	£m
Revenue
Sale of goods and services	271.6	21.2	–	292.8
Accommodation income	33.7	–	–	33.7
Total revenue from contracts with customers	305.3	21.2	–	326.5
Rental income	1.5	8.6	–	10.1
Revenue	306.8	29.8	–	336.6
Segment result	30.0	13.2	(18.1)	25.1
Operating separately disclosed items				(14.2)
Operating profit				10.9
Profit on disposal of properties				11. 8
Net finance costs				(12.4)
Profit before tax				10.3
Other segment information
Additions to property, plant and equipment	25.2	4.7	0.1	30.0
Depreciation and amortisation	23.4	2.3	1. 0	26.7
Impairment of property, right-of-use assets and assets classified as held for sale	12.5	1.8	–	14.3

1 Unallocated expenses represent primarily the salaries and costs of central management and support services. Unallocated capital

expenditure relates to additions to the Head Office .

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

142 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

3. Revenue

Geographical Information

All of the Group’s business is within the UK and therefore the Group only has one distinct geographical market.

	52 weeks	53 weeks
	ended	ended
	30 March	1 April
	2024	2023
	£m	£m
Revenue disclosed in the Income Statement is analysed as follows:
Sale of goods and services	312.2	292.8
Accommodation income	35.5	33.7
Total revenue from contracts with customers	347.7	326.5
Rental income	11.4	10.1
Revenue	359.1	336.6

4. Operating Costs

		53 weeks
	52 weeks	ended
	ended	1 April
	30 March	2023
	2024	(Restated 1 )
	£m	£m
Production costs and cost of goods used in retailing	88.0	85.0
Staff costs	129.9	119.1
Repairs and maintenance	12.5	8.5
Depreciation of property, plant and equipment and amortisation of intangible assets	20.1	19.6
Depreciation of right-of-use assets	6.2	7. 1
Rental expense relating to short-term and low value leases	0.3	0.2
Variable lease payments	3.9	3.5
Property costs	15.6	18.0
Utilities	13.6	19.6
Separately disclosed items (note 5)	6.8	14.2
Other operating costs	34.5	30.9
	331.4	325.7

1 Some costs in the prior year have been reclassified to allow better comparison.

2 Variable lease payments are dependent on turnover levels.

Details of income and direct expenses relating to rental income from investment properties are shown in note 12.

a) Auditor’s Remuneration

	52 weeks	53 weeks
	ended	ended
	30 March	1 April
	2024	2023
	£m	£m
Fees payable to Company’s auditors:
– Statutory audit fees of Group financial statements	0.5	0.5
	0.5	0.5

Other audit related services of £6,000 (2023: £5,000) for covenant reporting, £10,000 (2023: £nil) for agreed upon procedures on

the half year announcement, and £nil (2023: £45,000) for interim review were also incurred in the period.

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b) Employee Benefit Expenses

	52 weeks	53 weeks
	ended	ended
	30 March 2024	1 April 2023
	£m	£m
Wages and salaries	116.1	102.6
Social security costs	8.5	8.7
Pension benefits	2.2	2.2
Other staff costs	3.1	5.6
	129.9	119.1

1,2

1 Includes Executive Directors.

2 Includes share-based charge of £1.7 million (2023: credit £0.4 million).

3 Includes temporary staff costs of £3.0 million (2023: £5.0 million).

c) Average Number of Employees

The average monthly number of persons employed by the Group (including part-time staff) was as follows:

	2024	2023
	Number	Number
Pub, hotel and restaurant teams	5,177	5,138
Support office	116	109
	5,293	5,247

1 Includes Executive Directors.

2 Support office includes Finance, People Team, IT and other central functions.

d) Directors’ Emoluments

Full details are provided in the Directors’ Remuneration Report and tables on pages 80 to 111.

5. Separately Disclosed Items

The Group presents separately disclosed items on the face of the Income Statement for those material items of income and

expense which, because of the nature or expected infrequency of the events giving rise to them, merit separate presentation to

allow shareholders to understand better the elements of financial performance in the year.

	52 weeks	53 weeks
	ended	ended
	30 March 2024	1 April 2023
	£m	£m
Amounts included in operating profit:
Reorganisation costs	–	(0.5)
Impairment of properties, right-of-use assets and assets classified as held for sale net of reversal
of impairments (note 13)	(8.3)	(14.3)
Insurance and legal claims	0.4	(0.2)
VAT provision release	1.1	0.8
Total separately disclosed items included in operating profit	(6.8)	(14.2)
Profit on disposal of properties	–	11. 8
Separately disclosed finance credits:
Finance credit on net pension liabilities	0.7	0.5
Finance charge on the write down of arrangement fees	–	(0.5)
Total separately disclosed finance credits	0.7	–
Total separately disclosed items before tax	(6.1)	(2.4)
Exceptional tax:
Profit on disposal of properties	–	(1.0)
Change in tax rate	–	0.5
Other items	0.5	1. 0
Total separately disclosed tax	0.5	0.5
Total separately disclosed items	(5.6)	(1.9)

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

144 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

5. Separately Disclosed Items continued

The impairment charge of £8.3 million (1 April 2023: £14.3 million) relates to an impairment charge of £10.4 million for the write

down of thirty properties and three right-of-use assets to their recoverable value (1 April 2023: 22 properties) net of reversals of

impairment of £2.1 million.

The insurance and legal claims of £0.4 million relate to three separate proceedings: a credit of £0.3 million on the part settlement

of a legal claim that the Group has brought against its insurers in relation to the pandemic. The matter is still ongoing. A credit

of £0.3 million in relation to the settlement of a class action which the Group was part of. This is net of a provision of £0.2 million

in relation to an ongoing legal claim against the Group. Further information has not been disclosed as it could prejudice the

outcome of the proceedings.

The VAT provision release of £1.1 million relates to the unwind of a provision on the settlement of a VAT claim.

There were no disposals of properties in the year (1 April 2023: £11.8 million recognised on the sale of nine properties).

The cash impact of operating separately disclosed items before tax for the 52 weeks ended 30 March 2024 was £1.7 million cash

inflow (1 April 2023: £0.5 million cash outflow).

6. Finance Costs

	52 weeks	53 weeks
	ended	ended
	30 March 2024	1 April 2023
	£m	£m
Finance Income
Interest income from financial assets	0.3	0.2
Finance costs
Interest expense arising on:
Financial liabilities at amortised cost – loans and debentures	(11.1)	(9.6)
Financial liabilities at amortised cost – preference shares	(0.1)	(0.1)
Financial liabilities at amortised cost – lease liabilities (note 16)	(3.1)	(2.9)
Net finance costs before separately disclosed items	(14.0)	(12.4)
Finance credit on net pension liabilities (note 5)	0.7	0.5
Finance charge on the write down of arrangement fees	–	(0.5)
Net finance costs after separately disclosed items	(13.3)	(12.4)

7. Ta xatio n

Tax on Profit on Ordinary Activities

Group

	52 weeks	53 weeks
	ended	ended
	30 March 2024	1 April 2023
	£m	£m
Tax charged in the Income Statement
Current tax on profit for the year	1.7	–
Total current tax expense	1.7	–
Deferred income tax:
Origination and reversal of temporary differences	4.0	3.6
Adjustments over provided in previous years	(0.4)	(1.2)
Total deferred tax expense	3.6	2.4
Total tax charged in the Income Statement	5.3	2.4
Analysed as:
Before separately disclosed items	5.8	2.9
Separately disclosed items	(0.5)	(0.5)
	5.3	2.4

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7. Taxation continued

Reconciliation of the Total Tax Charge

The tax expense in the Income Statement for the year is higher (2023: tax expense is higher) than the standard rate of

corporation tax in the UK of 25% (2023: 19%). The differences are reconciled below:

	52 weeks	53 weeks
	ended	ended
	30 March 2024	1 April 2023
	£m	£m
Profit before tax expense	14.4	10.3
Accounting profit multiplied by the UK standard rate of corporation tax of 25% (2023: 19%)	3.6	2.0
Items not deductible for tax purposes	0.2	0.2
Deferred tax over-provided in previous years	(0.4)	(1.2)
Net movements in respect of property	1.9	1.4
Total tax charged in the Income Statement	5.3	2.4
Deferred tax charged/(credited) to the Income Statement
Deferred tax depreciation	1.2	1. 5
Unrealised capital gains (on PP&E)	(1.2)	1.7
Retirement benefit obligations	0.8	1.8
Tax losses	2.9	0.7
Other	(0.1)	(3.4)
Corporate interest restriction	–	0.1
Deferred tax in the Income Statement	3.6	2.4
Tax relating to items credited to the Statement of Comprehensive Income
Deferred tax:
Net actuarial losses on pension scheme	(0.1)	(0.6)
Total tax credited in the Statement of Comprehensive Income	(0.1)	(0.6)
Tax relating to items debited directly to equity
Deferred tax:
Share-based payments	–	0.2
Total tax charged to equity	–	0.2

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

146 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

7. Taxation continued

Deferred Tax Provision

The deferred tax included in the Balance Sheet is as follows:

Deferred tax

					Deferred tax asset/(liability)
					Unrealised
	Retirement	Tax losses	Employee	Decelerated	capital
	benefit	carried	share	tax	gains (on	Pension
	obligations	forward	schemes	depreciation	PP&E)	spreading	Other	Total
Group	£m	£m	£m	£m	£m	£m	£m	£m
Balances at 26 March 2022	(3.5)	10.6	0.3	4.9	(27.1)	1.1	1.0	(12.7)
(Charge)/credit to Income Statement	(0.8)	(0.7)	(0.1)	(1.5)	(1.7)	(1.0)	3.4	(2.4)
Credit to other comprehensive income	0.6	–	–	–	–	–	–	0.6
Charge taken directly to equity	–	–	(0.2)	–	–	–	–	(0.2)
Balances at 1 April 2023	(3.7)	9.9	–	3.4	(28.8)	0.1	4.4	(14.7)
(Charge)/credit to Income Statement	(0.8)	(2.9)	0.1	(1.2)	1.2	(0.1)	0.1	(3.6)
Credit to other comprehensive income	0.1	–	–	–	–	–	–	0.1
Balances at 30 March 2024	(4.4)	7. 0	0.1	2.2	(27.6)	–	4.5	(18.2)

1 Includes £4.3 million of timing difference between tax and accounting treatment of capital disposals.

	2024	2023
	£m	£m
Deferred tax assets	13.8	1 7. 8
Deferred tax liabilities	(32.0)	(32.5)
	(18.2)	(14.7)

					Deferred tax asset/(liability)
					Unrealised
	Retirement	Tax losses	Employee	Decelerated	capital
	benefit	carried	share	tax	gains (on	Pension
	obligations	forward	schemes	depreciation	PP&E)	spreading	Other	Total
Company	£m	£m	£m	£m	£m	£m	£m	£m
Balances at 26 March 2022	(3.5)	10.5	0.3	4.9	(27.1)	1.1	1.0	(12.8)
(Charge)/credit to Income Statement	(0.8)	(0.6)	(0.1)	(1.5)	(1.7)	(1.0)	3.4	(2.3)
Credit to other comprehensive income	0.6	–	–	–	–	–	–	0.6
Charge taken directly to equity	–	–	(0.2)	–	–	–	–	(0.2)
Balances at 1 April 2023	(3.7)	9.9	–	3.4	(28.8)	0.1	4.4	(14.7)
(Charge)/credit to Income Statement	(0.8)	(2.9)	0.1	(1.2)	1.2	(0.1)	0.1	(3.6)
Credit to other comprehensive income	0.1	–	–	–	–	–	–	0.1
Balances at 30 March 2024	(4.4)	7. 0	0.1	2.2	(27.6)	–	4.5	(18.2)

1 Includes £4.3 million of timing difference between tax and accounting treatment of capital disposals.

	2024	2023
	£m	£m
Deferred tax assets	13.8	1 7. 8
Deferred tax liabilities	(32.0)	(32.5)
	(18.2)	(14.7)

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8. Earnings Per Share

Group

	52 weeks	53 weeks
	ended	ended
	30 March	1 April
	2024	2023
	£m	£m
Profit attributable to equity shareholders	9.1	7. 9
Separately disclosed items net of tax	5.6	1. 9
Adjusted earnings attributable to equity shareholders	14.7	9.8
Weighted average share capital	60,043,000	60,875,000
Dilutive outstanding options and share awards	482,000	90,000
Diluted weighted average share capital	60,525,000	60,965,000
40p ‘A’ and ‘C’ ordinary share	Pence	Pence
Basic earnings per share	15.16	12.98
Diluted earnings per share	15.04	12.96
Adjusted earnings per share	24.48	16.10
Diluted adjusted earnings per share	24.29	16.07
4p ‘B’ ordinary share	Pence	Pence
Basic earnings per share	1.52	1.30
Diluted earnings per share	1.50	1.30
Adjusted earnings per share	2.45	1.61
Diluted adjusted earnings per share	2.43	1.61

For the purposes of calculating the number of shares to be used above, ‘B’ shares have been treated as one-tenth of an ‘A’ or ‘C’

share. The earnings per share calculation is based on earnings from continuing operations and on the weighted average ordinary

share capital which excludes shares held by trusts relating to employee share options and shares held in treasury of 3,410,735

(2023: 2,134,152).

Diluted earnings per share amounts are calculated using the same earnings figure as for basic earnings per share, divided by

the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary

shares that would be issued on the conversion of all the dilutive potential options into ordinary shares.

Adjusted earnings per share are calculated on profit after tax excluding separately disclosed items and on the same weighted

average ordinary share capital as for the basic and diluted earnings per share. Adjusted earnings per share measures have been

included as the Directors consider that these measures better reflect the underlying earnings of the Group.

9. Dividends

	52 weeks	53 weeks
	ended	ended
	30 March	1 April
	2024	2023
	£m	£m
Declared and paid during the year
Equity dividends on ordinary shares:
Final dividend for 2023: 10.0p (2022: 7 .41p)	6.1	4.6
Interim dividend for 2024: 6.63p (2023: 4.68p)	3.9	2.8
Equity dividends paid	10.0	7. 4
Dividends on cumulative preference shares (note 6)	0.1	0.1
Proposed for approval at the Annual General Meeting
Final dividend for 2024: 11.12p (2023: 10.0p)	6.5	6.1

The pence figures above are for the 40p ‘A’ ordinary shares and 40p ‘C’ ordinary shares. The 4p ‘B’ ordinary shares carry dividend

rights of one-tenth of those applicable to the 40p ‘A’ ordinary shares. Own shares held in the employee share trusts do not qualify

for dividends as the Trustees have waived their rights. Dividends are also not paid on own shares held as treasury shares.

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

148 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

10. Intangible Assets

		Group and Company
		IT Development	Group	Company
	Goodwill	costs	Total	Total
	£m	£m	£m	£m
Cost
At 26 March 2022	31.8	3.0	34.8	6.6
At 1 April 2023	31.8	3.0	34.8	6.6
At 30 March 2024	31.8	3.0	34.8	6.6
Amortisation and impairment
At 26 March 2022	5.1	0.2	5.3	0.4
Provided during the year	–	0.5	0.5	0.5
At 1 April 2023	5.1	0.7	5.8	0.9
Provided during the year	–	0.4	0.4	0.4
At 30 March 2024	5.1	1.1	6.2	1.3
Net book value at 30 March 2024	26.7	1.9	28.6	5.3
Net book value at 1 April 2023	26.7	2.3	29.0	5.7
Net book value at 26 March 2022	26.7	2.8	29.5	6.2

IT Development costs

Costs are capitalised as IT development costs where it is deemed that the Group has control of the underlying asset.

IT development costs relate to the implementation of a finance system and are made up of consulting time and internal

employee costs. Amortisation is recognised over the useful life of the asset of seven years.

Goodwill

		2024		2023
	Managed	Tenanted	Total
Goodwill is allocated to CGUs as follows:	£m	£m	£m	£m
Gales estate	9.1	13.6	22.7	22.7
Jacomb Guinness estate	0.6	–	0.6	0.6
Bel & The Dragon	1.0	–	1.0	1.0
Cotswold Inns & Hotels	2.4	–	2.4	2.4
	13.1	13.6	26.7	26.7

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11. Property, Plant and Equipment

		Land &
		buildings –
	Land &	owned &	Plant,
	buildings –	acting as	machinery &	Fixtures &
	owned & used	lessor	vehicles	fittings	Total
Group	£m	£m	£m	£m	£m
Cost
At 26 March 2022	493.6	109.6	6.3	179.5	789.0
Additions	12.0	2.3	–	15.7	30.0
Disposals	(1.4)	(0.3)	–	(6.6)	(8.3)
Transfer to assets held for sale (note 19)	(7.8)	–	–	(1.4)	(9.2)
At 1 April 2023	496.4	111. 6	6.3	187.2	801.5
Additions	7. 7	5.2	–	14.1	27.0
Disposals	(0.1)	(0.1)	–	(2.8)	(3.0)
Transfer of use 1	(30.2)	30.2	–	–	–
Transfer to assets held for sale (note 19)	(1.4)	–	–	(0.3)	(1.7)
At 30 March 2024	472.4	146.9	6.3	198.2	823.8
Depreciation and impairment
At 26 March 2022	54.9	10.3	1.7	129.4	196.3
Provided during the year	4.8	1.0	–	13.3	19.1
Disposals	(0.8)	–	–	(6.3)	(7.1)
Impairment loss (note 13)	13.4	–	–	–	13.4
Transfer to assets held for sale (note 19)	(2.3)	–	–	(1.2)	(3.5)
At 1 April 2023	70.0	11. 3	1.7	135.2	218.2
Provided during the year	4.9	1. 7	–	13.1	19.7
Disposals	–	–	–	(2.7)	(2.7)
Transfer of use	(4.8)	4.8	–	–	–
Impairment loss net of reversal (note 13)	3.8	3.2	–	–	7. 0
Transfer to assets held for sale (note 19)	(0.1)	–	–	(0.2)	(0.3)
At 30 March 2024	73.8	21.0	1.7	145.4	241.9
Net book value at 30 March 2024	398.6	125.9	4.6	52.8	581.9
Net book value at 1 April 2023	426.4	100.3	4.6	52.0	583.3
Net book value at 26 March 2022	438.7	99.3	4.6	50.1	592.7

1 During the year, 23 sites were transferred from Managed to Tenanted.

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

150 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

11. Property, Plant and Equipment continued

		Land &
	Land &	buildings –
	buildings	owned &	Plant,
	– owned &	acting as	machinery &	Fixtures &
	used	lessor	vehicles	fittings	Total
Company	£m	£m	£m	£m	£m
Cost
At 26 March 2022	490.1	109.6	4.8	179.1	783.6
Additions	12.0	2.3	–	15.7	30.0
Disposals	(1.4)	(0.3)	–	(6.6)	(8.3)
Transfer to assets held for sale (note 19)	(7.8)	–	–	(1.4)	(9.2)
At 1 April 2023	492.9	111. 6	4.8	186.8	796.1
Additions	7. 7	5.2	–	14.1	27.0
Disposals	(0.1)	(0.1)	–	(2.8)	(3.0)
Transfer of use 1	(30.2)	30.2	–	–	–
Transfer to assets held for sale (note 19)	(1.4)	–	–	(0.3)	(1.7)
At 30 March 2024	468.9	146.9	4.8	197.8	818.4
Depreciation and impairment
At 26 March 2022	50.7	10.3	2.5	127.4	190.9
Provided during the year	4.8	1.0	–	13.3	19.1
Disposals	(0.8)	–	–	(6.3)	(7.1)
Impairment loss	13.4	–	–	–	13.4
Transfer to assets held for sale (note 19)	(2.3)	–	–	(1.2)	(3.5)
At 1 April 2023	65.8	11. 3	2.5	133.2	212.8
Provided during the year	4.9	1. 7	–	13.1	19.7
Disposals	–	–	–	(2.7)	(2.7)
Transfer of use	(4.8)	4.8	–	–	–
Impairment loss	3.8	3.2	–	–	7. 0
Transfer to assets held for sale (note 19)	(0.1)	–	–	(0.2)	(0.3)
At 30 March 2024	69.6	21.0	2.5	143.4	236.5
Net book value at 30 March 2024	399.3	125.9	2.3	54.4	581.9
Net book value at 1 April 2023	427.1	100.3	2.3	53.6	583.3
Net book value at 26 March 2022	439.4	99.3	2.3	51.7	592.7

1 During the year, 23 sites were transferred from Managed to Tenanted.

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12. Investment Properties

	Group and
	Company
	freehold and
	leasehold
	properties
	£m
Cost at 26 March 2022	1.7
Disposals	(0.1)
At 1 April 2023	1.6
At 30 March 2024	1.6
Depreciation and impairment at 26 March 2022	0.1
At 1 April 2023	0.1
At 30 March 2024	0.1
Net book value at 30 March 2024	1.5
Net book value at 1 April 2023	1.5
Net book value at 26 March 2022	1. 6
Fair value at 30 March 2024	6.7
Fair value at 1 April 2023	6.7
Fair value at 26 March 2022	8.4

The fair value of investment properties has been estimated by the Directors, based on the rental income earned on the

properties during the year and average yields earned on comparable properties from publicly available information,

which is a Level 3 fair value valuation technique. An independent valuation of the properties has not been performed.

Impairment

The Group considers each trading outlet to be a CGU, and each CGU is reviewed annually for indicators of

impairment. In assessing whether an asset has been impaired, the carrying amount of the CGU is compared to its

recoverable amount. The recoverable amount is the higher of its fair value less costs to sell and its value in use.

During the 52 weeks ended 30 March 2024, the Group did not impair any investment properties (2023: £nil).

Management have determined that the highest and best use of the property is its current use.

Investment Property Income

The properties are let on both landlord and tenant repairing leases. Amounts recognised in the Income Statement

relating to rental income from investment properties are as follows:

	2024	2023
Group and Company	£m	£m
Rental income	0.3	0.3
Direct operating expenses	(0.1)	–

All direct operating expenses relate to properties that generate rental income.

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

152 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

13. Impairment

During the year, impairment losses net of reversals of £8.3 million (2023: £14.3 million) were recognised within separately

disclosed items:

	2024	2023
Group	£m	£m
Impairment losses
Property, plant and equipment	9.1	13.4
Right-of-use assets	1.3	0.5
Assets held for sale	–	0.4
Impairment reversals – Property, plant and equipment	(2.1)	–
Total net impairment charge	8.3	14.3

	2024	2023
Company	£m	£m
Impairment losses
Property, plant and equipment	9.1	13.4
Right-of-use assets	1.1	0.5
Assets held for sale	–	0.4
Investment in subsidiary	0.7	–
Impairment reversals – Property, plant and equipment	(2.1)	–
Total net impairment charge	8.8	14.3

1 Investment in Cotswold Inns & Hotels was impaired as the majority of the trade and assets has been hived up into the parent company.

Property, Plant and Equipment and Right-of-use Assets

The Group considers each trading outlet to be a CGU, and each CGU is reviewed annually for indicators of impairment. In assessing

whether an asset has been impaired, the carrying amount of the CGU is compared to its recoverable amount. The recoverable

amount is the higher of its fair value less costs to sell (“FVLCS”) and its value in use. In the absence of any information about the fair

value of a CGU, the recoverable amount is deemed to be its value in use. For the purposes of estimating the value in use of CGUs,

management have used a discounted cash flow approach. The calculations use cash flow projections based on the following plans

covering a three year period.

The Group uses a range of methods for estimating FVLCS which include applying a market multiple to the CGU EBITDA and, for

leasehold sites, present value techniques using a discounted cash flow method. The Group has also obtained valuations for a

subset of these CGUs from a third party property valuation expert. Both FVLCS methods rely on inputs not normally observable

by market participants and are therefore Level 3 measurements in the fair value hierarchy.

The assumptions used by management in setting the Board-approved financial budgets for the initial three year period were

as follows:

• Trading volumes and forecast growth rates: The forecasts make assumptions on trading volumes by site based on the FY2024

results, assumptions around the UK economic recovery and the on-going impact on consumer confidence

• Operating profits: The forecasts are based on historical experience of operating margins, adjusted for the impact of inflation

net of price increases

• Local factors impacting the site in the current year or expected to impact the site in future years. Key assumptions include

the future potential of recently invested sites and the impact of increasing or reducing market supply in the local area

• A long-term growth rate of 2.0% (FY2023: 2.0%) was used for cash flows subsequent to the three year approved budget/

forecast period

• An EBITDA multiple is estimated based on a normalised trading basis and market data obtained from external sources.

An average multiple of 10.5x (freehold 11.8x) (FY2023: 10.5x (freehold 11.8x)) is used for the Managed estate and 10.9x

(FY2023: 10.9x) on the Tenanted estate

• The discount rate is based on the Group’s weighted average cost of capital, which is used across all CGUs due to their similar

characteristics. The pre-tax discount rate is 10.7% (FY2023: 10.3%).

During the 52 weeks ended 30 March 2024, the Group recognised an impairment loss of £9.1 million (FY2023: £13.4 million) on

property, plant and equipment and £1.3 million (FY2023: £0.5 million) of impairment on right-of-use assets in respect of the write

down of 33 licensed properties where their asset values exceeded the higher of FVLCS or their value in use. The impairment

losses were driven principally by changes in the local competitive environment in which the pubs are situated. Net of the

impairment loss there are £2.1 million of impairment reversals recognised for pubs where either an investment has led to a

significant growth in performance or through changing the operating model from Managed to Tenanted.

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Sensitivity to Changes in Assumptions

The calculation of value in use is most sensitive to the assumptions in respect of growth rate and discount rate. The calculation

of value in use is also dependent on the following assumptions: sales volume; gross margin in Managed premises; barrelage

and rent projections in Tenanted premises; and wage cost in Managed premises. The key assumptions above have their

assigned values based on management knowledge and historical information. The value in use calculations are sensitive to the

assumptions used. The Directors consider a movement of 1.5% in the discount rate and 0.5% in the growth rate to be reasonable

with reference to current market yield curves and the current economic conditions. The impact is set out as follows:

	2024	2023
Impact on impairment of assets at risk – increase/(decrease)	£m	£m
Increase discount rate by 1.5%	20.0	24.7
Decrease discount rate by 1.5%	(14.1)	(15.8)
Increase growth rate by 0.5%	(4.9)	(5.3)
Decrease growth rate by 0.5%	5.8	6.7

The value in use calculation is also sensitive to variations in the budgeted cash flows, which are impacted by the inflationary

environment and the consumer behaviour as a result of it. The CGUs represented by the “impact on impairment of assets at risk”

would have their FVLCS determined in order to conclude whether an impairment is required. A general decrease in property

values across the portfolio would have a similar effect to that set out above, i.e., any reduction in property values would lead to

assets being at risk of impairment. In the current year, a decrease of 5% in the FVLCS would have led to an additional impairment

of £3.9 million for the CGUs where recoverable amount has been assessed on FVLCS.

Goodwill

Goodwill acquired through business combinations has been allocated for impairment testing on an estate and divisional CGU

level. This represents the lowest level within the Group at which goodwill is monitored for internal management purposes.

An analysis of goodwill by operating segment is included within note 10. Recoverable amount is based on a calculation of value

in use based upon the same cash flows as discussed under property, plant and equipment. Cash flows beyond the budget

period are extrapolated in perpetuity on the assumption that the growth rate does not exceed the average long-term growth

rate for the relevant markets. The same assumptions to calculate the value in use are used for goodwill as those for property,

plant and equipment. There was no impairment to goodwill in the 52 weeks ended 30 March 2024 (2023: £nil).

Sensitivity to Changes in Assumptions

Management have considered reasonable changes in key assumptions used in their calculations of value in use. An increase of

1.5% in the discount rate would lead to an impairment of £0.5 million and a decrease in the growth of 0.5% would lead to an

impairment of £0.1 million.

Investment Property

The Group considers each trading outlet to be a CGU, and each CGU is reviewed annually for indicators of impairment.

During the 52 weeks ended 30 March 2024, the Group did not impair any investment properties (2023: £nil). Refer to note 12.

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

154 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

14. Other Financial Assets and Liabilities

	Group	Group	Company	Company
	2024	2023	2024	2023
Group and Company	£m	£m	£m	£m
Interest rate cap and collar	0.1	0.1	0.1	0.1
Total financial assets within non-current assets	0.1	0.1	0.1	0.1

Details of the interest rate cap and collar and interest rate swaps are provided in note 25c (i).

15. Investments in Subsidiaries

	Cost	Provision	Net book value
Company	£m	£m	£m
At 26 March 2022	120.8	(11.7)	109.1
Impairment	–	(0.4)	(0.4)
At 1 April 2023	120.8	(12.1)	108.7
Impairment	–	(0.7)	(0.7)
At 30 March 2024	120.8	(12.8)	108.0

Principal subsidiary undertakings		Holding	Proportion held	Nature of business
Griffin Catering Services Limited		£1 ordinary shares	100% (indirect)	Managed houses service company
George Gale and Company Limited		£1 ordinary shares	100%	Non-trading subsidiary
		25p ‘A’ ordinary shares	100%
		£10 preference shares	100%
F.S.T. Trustee Limited		£1 ordinary shares	100%	Non-trading subsidiary
Fuller Smith & Turner Estates Limited		£1 ordinary shares	100%	Non-trading subsidiary
Ringwoods Limited		£1 ordinary shares	100%	Non-trading subsidiary
Griffin Inns LTD.		£1 ordinary shares	100%	Non-trading subsidiary
Jacomb Guinness Limited		£1 ordinary shares	100%	Non-trading subsidiary
45 Woodfield Limited		£1 ordinary shares	100% (indirect)	Non-trading subsidiary
Grand Canal Trading Limited		£1 ordinary shares	100% (indirect)	Non-trading subsidiary
B & D Country Inns I Limited		£1 ordinary shares	100%	Holding company
B & D Country Inns II Limited		£1 ordinary shares	100%	Holding company
B & D (Cookham) Limited		£1 ordinary shares	100% (indirect)	Non-trading subsidiary
B & D (Farnham) Limited		£1 ordinary shares	100% (indirect)	Non-trading subsidiary
B & D (Kingsclere) Limited		£1 ordinary shares	100% (indirect)	Non-trading subsidiary
B & D (Odiham) Limited		£1 ordinary shares	100% (indirect)	Non-trading subsidiary
B & D (Reading) Limited		£1 ordinary shares	100% (indirect)	Non-trading subsidiary
B & D (Win) Limited		£1 ordinary shares	100% (indirect)	Non-trading subsidiary
RSH 200	Limited	£1 ordinary shares	100%	Holding company
Cotswold Inns and Hotels Limited		£1 ordinary shares	100% (indirect)	Non-trading subsidiary

The above companies are registered and operate in England and Wales. The registered office of all subsidiary companies is the

same as Fuller, Smith & Turner P.L.C. at Pier House, 86-93 Strand-on-the-Green, London, W4 3NN.

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16. Leases

This note provides information for leases where the Group is a lessee. For leases where the Group is a lessor, see note 28.

a) Amounts Recognised in the Balance Sheet

	Group	Group	Company	Company
	2024	2023	2024	2023
Group and Company	£m	£m	£m	£m
Right-of-use assets
Properties	58.6	66.2	58.5	65.8
Equipment	0.1	0.2	0.1	0.2
	58.7	66.4	58.6	66.0
Lease liabilities
Current	4.4	4.8	4.3	4.7
Non-current	61.5	67.0	61.2	66.6
	65.9	71.8	65.5	71.3

Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:

	Property	Equipment	Vehicles	Total
Group	£m	£m	£m	£m
Net carrying value as at 26 March 2022	73.1	0.6	0.1	73.8
Disposals	(1.0)	–	–	(1.0)
Lease amendments	1.3	–	(0.1)	1.2
Depreciation	(6.7)	(0.4)	–	(7.1)
Impairment	(0.5)	–	–	(0.5)
Net carrying value as at 1 April 2023	66.2	0.2	–	66.4
Lease amendments	(0.2)	–	–	(0.2)
Depreciation	(6.1)	(0.1)	–	(6.2)
Impairment	(1.3)	–	–	(1.3)
Net carrying value as at 30 March 2024	58.6	0.1	–	58.7

	Property	Equipment	Vehicles	Total
Company	£m	£m	£m	£m
Net carrying value as at 26 March 2022	72.6	0.6	0.1	73.3
Disposals	(1.0)	–	–	(1.0)
Lease amendments	1.3	–	(0.1)	1.2
Depreciation	(6.6)	(0.4)	–	(7.0)
Impairment	(0.5)	–	–	(0.5)
Net carrying value as at 1 April 2023	65.8	0.2	–	66.0
Lease amendments	(0.2)	–	–	(0.2)
Depreciation	(6.0)	(0.1)	–	(6.1)
Impairment	(1.1)	–	–	(1.1)
Net carrying value as at 30 March 2024	58.5	0.1	–	58.6

1 Lease amendments include lease terminations, modifications, reassessments and extensions to existing lease agreements.

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

156 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

16. Leases continued

Set out below are the carrying amounts of lease liabilities (included under interest bearing loans and borrowings) and the

movements during the period:

	Group	Company
	£m	£m
Net carrying value as at 26 March 2022	80.7	79.3
Disposal	(3.1)	(2.3)
Lease amendments	1.2	1.2
Accretion of interest	2.9	2.9
Payments	(9.9)	(9.8)
Net carrying value as at 1 April 2023	71.8	71.3
Lease amendments	(0.3)	(0.2)
Accretion of interest	3.1	3.1
Payments	(8.7)	(8.7)
Net carrying value as at 30 March 2024	65.9	65.5

1 Lease amendments include lease terminations, modifications, reassessments and extensions to existing lease agreements.

A maturity analysis of gross lease liability payments is included within note 25.

b) Amounts Recognised in the Income Statement

	52 weeks	53 weeks
	ended	ended
	30 March 2024	1 April 2023
Group	£m	£m
Depreciation charge on right-of-use assets
Properties	6.1	6.7
Equipment	0.1	0.4
	6.2	7. 1
Interest charge on right-of-use assets
Interest expense (included in finance cost)	3.1	2.9
Expense relating to short-term leases and low value assets (included in operating costs)	0.3	0.2
Expense relating to variable lease payments not included in lease liabilities (included in operating costs)	3.9	3.5
Impairment of right-of-use assets	1.3	0.5
Income from sub-leasing right-of-use assets	(0.2)	(0.2)
	8.4	6.9

The Group’s total cash outflow in relation to leases is included within note 21.

Variable lease payments

Some property leases contain variable payment terms that are linked to sales generated from a pub. Variable payment terms

are used for a variety of reasons, including minimising the fixed costs base for newly established pubs. Variable lease payments

that depend on sales are recognised in profit or loss in the period in which the condition that triggers those payments occurs.

Variable lease payments recognised in the income statement in the year ended 30 March 2024 were £3.9 million

(2023: £3.5 million).

17. Inventories

	Group	Group	Company	Company
	2024	2023	2024	2023
Group and Company	£m	£m	£m	£m
Stock at retail outlets	4.0	4.2	4.0	4.2

Amounts recognised in profit or loss

Inventories recognised as an expense during the year ended 30 March 2024 amounted to £88.0 million (2023 restated:

£85.0 million, see note 4). These were included in operating costs. Inventory is stated net of a provision for obsolete stock of

£0.3 million (2023: £0.2 million).

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18. Trade and Other Receivables

	2024	2023
Group	£m	£m
Trade receivables	2.1	1. 6
Other receivables	1.7	1.4
Prepayments and accrued income	4.6	7. 2
	8.4	10.2

	2024	2023
Company	£m	£m
Trade receivables	2.1	1. 6
Other receivables	1.7	1.4
Prepayments and accrued income	4.6	7. 2
	8.4	10.2

At 30 March 2024, the Group has included in other receivables £0.1 million (2023: £0.3 million) in relation to lease receivables

for subleases.

The trade receivables balance above is shown net of the loss allowance. The Group and Company provide against trade

receivables based on an expected credit loss model, calculated from the probability of default for the remaining life of the asset.

In measuring the expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared

credit risk characteristics. They have been grouped based on the days past due and also according to the geographical location

of customers, which is the same for all.

The expected loss rates are based on the payment profile for sales over the past 24 months before the Balance Sheet date.

The historical rates are adjusted to reflect current and forward-looking macroeconomic factors affecting the customer’s ability

to settle the amount outstanding. A financial asset is written off when there is no reasonable expectation of recovering the

contractual cash flows.

The movements on the loss allowance during the year are summarised below:

	2024	2023
Group and Company	£m	£m
Opening balance	0.8	0.9
Amounts released for balances written off during the year	–	(0.1)
Closing balance	0.8	0.8

The contractual ageing of the trade receivables balance is as follows:

Group and Company

	Group	Group	Company	Company
	2024	2023	2024	2023
	£m	£m	£m	£m
Current	1.5	1.1	1.5	1.1
Overdue up to 30 days	0.4	0.5	0.4	0.5
Overdue between 30 and 60 days	0.1	0.1	0.1	0.1
Overdue between 60 and 90 days	–	–	–	–
Overdue more than 90 days	0.9	0.7	0.9	0.7
Trade receivables before loss allowance	2.9	2.4	2.9	2.4
Less provision	(0.8)	(0.8)	(0.8)	(0.8)
Trade receivables net of loss allowance	2.1	1. 6	2.1	1. 6

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

158 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

19. Assets Held for Sale

	Group	Company
Group and Company	£m	£m
Assets held for sale as at 1 April 2023	7. 0	7. 0
Assets transferred from property, plant and equipment	1.4	1.4
Assets held for sale as at 30 March 2024	8.4	8.4

At 30 March 2024, nine properties have been classified as held for sale (2023: seven properties). The properties were reclassified

predominantly from property, plant and equipment as the carrying amounts of the properties identified are to be recovered

principally through sales transactions rather than through continuing use. Sale is expected within 12 months from the

reporting date.

Valuations performed are based on observations of transactions involving properties of a similar nature, location and condition.

Since this valuation was performed using a significant non observable input, the fair value measurement can be categorised as

Level 3.

20. Trade and Other Payables

Due within one year:

Group

	2024	2023
	£m	£m
Trade payables	19.2	19.0
Other tax and social security	4.6	4.7
Other payables	8.7	7. 6
Accruals	23.9	19.9
Contract liabilities	3.3	3.4
	59.7	54.6

Due within one year:

	2024	2023
Company	£m	£m
Trade payables	19.2	19.0
Amounts due to subsidiary undertakings	153.2	143.1
Other tax and social security	4.6	4.7
Other payables	8.7	7. 6
Accruals	23.8	19.9
Contract liabilities	3.3	3.4
	212.8	197.7

Company amounts due to subsidiary undertakings of £153.2 million (2023: £143.1 million) have no fixed repayment date.

Interest is payable on the balance at 3% above the Bank of England base rate. Company amounts due to subsidiary undertakings

are unsecured.

Contract liabilities relate to deposits to secure bookings for various events and accommodation. The remaining balance will

unwind and be recognised as revenue in the following year .

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21. Cash, Borrowings and Net Debt

Cash and Cash Equivalents

	Group	Group	Company	Company
	2024	2023	2024	2023
	£m	£m	£m	£m
Cash at bank and in hand	12.2	14.1	12.2	14.1

For the purposes of the Consolidated Cash Flow Statement, cash and cash equivalents comprise cash at bank and in hand, as

above. Cash at bank earns interest at floating rates.

Borrowings

Group

2024

£m

Group

			Company	Company
		2023	2024	2023
		£m	£m	£m
Bank loans	123.8	119.4	123.8	119.4
Debenture stock	19.9	25.9	19.9	25.9
Preference shares	1.6	1.6	1.6	1. 6
Total borrowings	145.3	146.9	145.3	146.9
Analysed as:
Borrowings within current liabilities	–	6.0	–	6.0
Borrowings within non-current liabilities	145.3	140.9	145.3	140.9
	145.3	146.9	145.3	146.9

All borrowings at both year ends are denominated in Sterling and, where appropriate, are stated net of issue costs.

Further information on borrowings is given in note 25.

Bank Loans

Group and Company

The Group has unsecured banking facilities of £200 million, split between a revolving credit facility of £110 million and a term

loan of £90 million. Under the facilities agreement, the covenant suite (tested quarterly) consists of net debt to adjusted EBITDA

(leverage) and adjusted EBITDA to net finance charges. During the period, the Group agreed with its lenders to extend these

facilities for a further year through to May 2027.

At 30 March 2024, £75.0 million (2023: £79.5 million) of the total of £200 million (2023: £200 million) committed bank facility was

available and undrawn.

The bank loans are repayable as follows:

	2024	2023
	£m	£m
In the third to fifth year inclusive	125.0	120.5
Less: bank loan arrangement fees	(1.2)	(1.1)
Non-current liabilities	123.8	119.4

Debenture Stock

The debenture stocks are secured on specified fixed and floating assets of the Company and are redeemable on maturity.

During the year, the 10.70% 1st Mortgage Debenture Stock 2023 was repaid.

Debenture stocks are repayable as follows:

	2024	2023
	£m	£m
On demand or within one year – 10.70% 1st Mortgage Debenture Stock 2023	–	6.0
Current liabilities	–	6.0
In the third to fifth year inclusive – 6.875% Debenture Stock 2028 (1st floating charge)	20.0	–
In greater than five years – 6.875% Debenture Stock 2028 (1st floating charge)	–	20.0
Less: discount on issue	(0.1)	(0.1)
Non-current liabilities	19.9	19.9

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

160 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

21. Cash, Borrowings and Net Debt continued

Preference Shares

The Company’s preference shares are classified as debt. The shares are not redeemable and are included in borrowings within

non-current liabilities. See note 23 for further details of the preference shares.

Analysis of Net Debt

Group

	At			At
	1 April			30 March
	2023	Cash flows	Non-cash	2024
52 weeks ended 30 March 2024	£m	£m	£m	£m
Cash and cash equivalents:
Cash and short-term deposits	14.1	(1.9)	–	12.2
	14.1	(1.9)	–	12.2
Financial liabilities:
Lease liabilities	(71.8)	8.7	(2.8)	(65.9)
	(71.8)	8.7	(2.8)	(65.9)
Debt:
Bank loans	(119.4)	(4.1)	(0.3)	(123.8)
Debenture stock	(25.9)	6.0	–	(19.9)
Preference shares	(1.6)	–	–	(1.6)
Total borrowings	(146.9)	1.9	(0.3)	(145.3)
Net debt	(204.6)	8.7	(3.1)	(199.0)

	At			At
	26 March			1 April
	2022	Cash flows	Non-cash 1	2023
53 weeks ended 1 April 2023	£m	£m	£m	£m
Cash and cash equivalents:
Cash and short-term deposits	15.6	(1.5)	–	14.1
	15.6	(1.5)	–	14.1
Financial liabilities:
Lease liabilities	(80.7)	11. 9	(3.0)	(71.8)
	(80.7)	11. 9	(3.0)	(71.8)
Debt:
Bank loans	(120.0)	1.5	(0.9)	(119.4)
Debenture stock	(25.9)	–	–	(25.9)
Preference shares	(1.6)	–	–	(1.6)
Total borrowings	(147.5)	1.5	(0.9)	(146.9)
Net debt	(212.6)	11. 9	(3.9)	(204.6)

1 Non-cash movements relate to the amortisation of arrangement fees, arrangement fees accrued and movements in lease liabilities.

2 Bank loans are net of arrangement fees and cash flows include the payment of arrangement fees.

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Company

	At			At
	1 April			30 March
	2023	Cash flows	Non-cash	2024
52 weeks ended 30 March 2024	£m	£m	£m	£m
Cash and cash equivalents:
Cash and short-term deposits	14.1	(1.9)	–	12.2
	14.1	(1.9)	–	12.2
Financial liabilities:
Lease liabilities	(71.3)	8.7	(2.9)	(65.5)
	(71.3)	8.7	(2.9)	(65.5)
Debt:
Bank loans	(119.4)	(4.1)	(0.3)	(123.8)
Debenture stock	(25.9)	6.0	–	(19.9)
Preference shares	(1.6)	–	–	(1.6)
Total borrowings	(146.9)	1.9	(0.3)	(145.3)
Net debt	(204.1)	8.7	(3.2)	(198.6)

	At			At
	26 March			1 April
	2022	Cash flows	Non-cash	2023
53 weeks ended 1 April 2023	£m	£m	£m	£m
Cash and cash equivalents:
Cash and short-term deposits	15.6	(1.5)	–	14.1
	15.6	(1.5)	–	14.1
Financial liabilities:
Lease liabilities	(79.3)	11. 4	(3.4)	(71.3)
	(79.3)	11. 4	(3.4)	(71.3)
Debt:
Bank loans	(120.0)	1.5	(0.9)	(119.4)
Debenture stock	(25.9)	–	–	(25.9)
Preference shares	(1.6)	–	–	(1.6)
Total borrowings	(147.5)	1.5	(0.9)	(146.9)
Net debt	(211.2)	11. 4	(4.3)	(204.1)

1 Non-cash movements relate to the amortisation of arrangement fees, arrangement fees accrued and movements in lease liabilities.

2 Bank loans net of arrangement fees and cash flows include the payment of arrangement fees .

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

162 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

22. Pensions

a) Retirement Benefit Plans – Group and Company

The Group operates one closed funded defined benefit pension scheme, the Fuller, Smith & Turner Pension Plan (“The Scheme”).

The plan is defined benefit in nature, with assets held in separate professionally managed, trustee-administered funds.

The Scheme is an HMRC registered pension plan and subject to standard United Kingdom pension and tax law. On 1 January

2015 the plan was closed to future accrual.

The Group also operates a defined contribution stakeholder pension plans for its employees. The Fuller’s Stakeholder Pension

Plan was set up for new employees of the Parent Company after the closure of the Fuller, Smith & Turner Pension Plan to new

entrants on 1 August 2005.

The Group offers workplace pensions to all employees who are not members of the defined contribution stakeholder pension

plan. The Group offers these pensions through the National Employment Savings Trust (“NEST”).

The Group also pays benefits, which are unfunded, to a number of former employees. The Directors consider these benefits to

be defined benefit in nature and the full defined benefit liability is recognised on the Balance Sheet.

	52 weeks	53 weeks
	ended	ended
	30 March 2024	1 April 2023
Group and Company	£m	£m
Total amounts (credited)/charged in respect of pensions in the year
(Credited)/charged to Income Statement:
Defined benefit scheme – net finance credit – separately disclosed items	(0.7)	(0.5)
Defined contribution schemes and NEST – total operating charge	2.2	2.2
	1.5	1.7
Charge to equity:
Defined benefit schemes – net actuarial losses	0.3	2.5
Total pension charge	1.8	4.2

b) Defined Contribution Stakeholder Pension Plans – Group and Company

The total cost charged to income in respect of the defined contribution stakeholder schemes is shown in the total operating

charge above.

c) Defined Benefit Plans – Group and Company

The Scheme provides pensions and lump sums to members on retirement and to their dependants on death.

Trustees are appointed by both the Company and the Scheme’s membership and act in the interest of the Scheme and all

relevant stakeholders, including the members and the Company. The Trustees are also responsible for the investment of the

Scheme’s assets.

The Company pays the costs as determined by regular actuarial valuations. The Trustees are required to use prudent

assumptions to value the liabilities and costs of the Scheme whereas the accounting assumptions must be best estimates.

Responsibility for making good any deficit on the Scheme lies with the Company and this introduces a number of risks for the

Company. The major risks are:

• Interest and investment risk – The value of the Scheme’s assets are subject to volatility in equity prices. The Scheme has

diversified its investments to reduce the impact of volatility and variable interest return rates

• Inflation risk – The defined benefit obligation is linked to inflation so higher rates would result in a higher defined benefit obligation

• Longevity risk – An increase over the assumptions applied will increase the defined benefit obligation.

The Company and Trustees are aware of these risks and manage them through appropriate investment and funding strategies.

The Trustees manage governance and operational risks through a number of internal control policies.

The Scheme is subject to regular actuarial valuations, which are usually carried out every three years. In April 2023, the 2022

triennial valuation was concluded, and the Company has agreed to continue to pay contributions into the Plan in line with

the existing recovery plan. Under this plan, deficit reduction contributions started at £2.2 million per annum in July 2022.

These are payable in equal monthly instalments and increase each January in line with CPI. As of January 2023, the deficit

reduction contributions have increased to £2.4 million, increasing again to £2.6 million as at January 2024. Fixed security over

certain Company’s freehold properties (with a net book value of £30.3 million at 30 March 2024) has been provided to the Plan

as additional security, the value of which will be reviewed at each triennial valuation. The next triennial valuation is due on

30 July 2025.

The figures in the following disclosures were measured using the projected unit credit method.

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The Scheme has not invested in any of the Group’s own financial instruments or in properties or other assets in use by the Group.

Key assumptions

The key assumptions used in the valuation of the Scheme are set out below:

	2024	2023
Mortality assumptions	Years	Years
Current pensioners (at 65) – males	21.4	22.0
Current pensioners (at 65) – females	23.8	24.2
Future pensioners (at 65) – males	22.7	23.3
Future pensioners (at 65) – females	25.2	25.6

The Scheme is now closed to future accrual. The average age of the members who were active at closure is 58 for males and 55

for females. The average age of all non-pensioners is 57.

Key financial assumptions used in the valuation of the Scheme	2024	2023
Rate of increase in pensions in payment	3.05%	3.20%
Discount rate	4.85%	4.75%
Inflation assumption – RPI	3.10%	3.20%
Inflation assumption – CPI (pre-2030/post-2030)	2.20%/3.10%	2.3%/3.2%

The present value of the Scheme liabilities is sensitive to the assumptions used, as follows:

	2024	2023
Impact on Scheme liabilities – increase/(decrease)	£m	£m
Increase discount rate by 0.1%	(1.1)	(1.2)
Increase inflation assumption by 0.1%	0.7	0.1
Increase life expectancies by 1 year	4.0	3.9

1 The sensitivity analyses are based on a change in an assumption whilst holding all of the other assumptions constant. In practice, this is

unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity to change, the same actuarial

method has been applied as when calculating the pension liability within the Balance Sheet. Due to the Scheme closing to future accrual on

1 January 2015, there are no longer any active members in the Scheme. As the members who were active at closure did not maintain a salary

link on their past service benefits, the future salary increase assumptions no longer have an impact on the Scheme’s liabilities.

2 For members who were active at closure, their pensions now increase in deferment in line with CPI inflation.

	At 30 March	At 1 April
	2024	2023
Assets in the Scheme	£m	£m
Corporate bonds	46.0	56.4
Index linked debt instruments	31.6	28.7
Overseas equities	8.0	6.6
Alternatives	20.8	19.0
Cash	3.6	0.3
Annuities	2.3	2.4
Total market value of assets	112.3	113.4

1 Alternatives is composed of holdings in diversified growth investment funds.

2024

		2023
	£m	£m
Fair value of Scheme assets	112.3	113.4
Present value of Scheme liabilities	(95.0)	(98.8)
Surplus in the Scheme	1 7. 3	14.6

Included within the total present value of Group Scheme liabilities of £95.0 million (2023: £98.8 million) are liabilities of £1.4 million

(2023: £1.5 million) which are entirely unfunded. These have been shown separately on the Balance Sheet as there is no right to

offset the assets of the funded Scheme against the unfunded Scheme.

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

164 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

22. Pensions continued

					Defined benefit obligation Fair value of Scheme assets Net defined benefit surplus
	2024	2023	2024	2023	2024	2023
	£m	£m	£m	£m	£m	£m
Balance at beginning of the year	(98.8)	(129.6)	113.4	143.9	14.6	14.3
Included in profit and loss
Net interest cost	(4.6)	(3.9)	5.3	4.4	0.7	0.5
	(4.6)	(3.9)	5.3	4.4	0.7	0.5
Included in other comprehensive income
Actuarial gains/(losses) relating to:
Actual return less expected return on Scheme’s assets	–	–	(4.0)	(32.0)	(4.0)	(32.0)
Experience gains/(losses) arising on Scheme liabilities	3.7	29.5	–	–	3.7	29.5
	3.7	29.5	(4.0)	(32.0)	(0.3)	(2.5)
Other Employee contributions	–	–	2.6	2.3	2.6	2.3
Benefits paid	4.7	5.2	(4.7)	(5.2)	–	–
Administration expenses	–	–	(0.3)	–	(0.3)	–
	4.7	5.2	(2.4)	(2.9)	2.3	2.3
Balance at end of the year	(95.0)	(98.8)	112.3	113.4	1 7. 3	14.6

The weighted average duration of the Scheme’s liabilities at the end of the period is 12 years (2023: 13 years).

During the financial year ending 30 March 2024, a High Court ruling on the Virgin Media Limited vs Pension Trustees II Limited and

Others case concluded that, in relation to contracted-out rights amendments between 1997 and 2016, pension scheme amendments

relating to past and future service rights made without appropriate actuarial confirmation (section 37 confirmations) were deemed

to be void. The High Court ruling is currently undergoing an appeal process. The Group has not yet undertaken any action in relation

to the implications of this case given the case is currently being appealed. The case outcome would only be applicable to the former

Gales scheme which makes up c15% of the overall liability. Should this appeal fail, there is a possibility that a liability may arise for

this portion of the Plan’s liabilities which as of yet is not possible to reliably estimate.

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23. Preference Share Capital

Group and Company

	First 6%	Second 8%
	cumulative	cumulative
	preference	preference
	share of	share of
Authorised, issued and fully paid share capital	£1 each	£1 each	Total
Number authorised and in issue:	Number 000’s	Number 000’s	Number 000’s
At 30 March 2024 and 1 April 2023	400	1,200	1,600
Monetary amount:	£m	£m	£m
At 30 March 2024 and 1 April 2023	0.4	1.2	1.6

The first 6% cumulative preference shares of £1 each are entitled to first payment of a fixed cumulative dividend and on winding

up to a return of paid capital plus arrears of dividends. The second 8% cumulative preference shares of £1 each are entitled to

second payment of a fixed cumulative dividend and on winding up a return of capital paid up (plus a premium calculated by

reference to an average quoted price on the London Stock Exchange for the previous six months) plus arrears of dividends.

Preference shareholders may only vote in limited circumstances: principally on winding up, alteration of class rights or on

unpaid preference dividends. Preference shares cannot be redeemed by the holders, other than on winding up.

24. Provisions

	Legal claims
	2024	2023
Group and Company	£m	£m
Balance at the beginning of the year	0.5	0.5
Arising during the year	0.3	–
Balance at the end of the year	0.8	0.5

Analysed as:

	2024	2023
	£m	£m
Due within one year	0.8	0.5
Due in more than one year	–	–
	0.8	0.5

Further information has not been disclosed about the legal claims as they are ongoing disputes and could negatively impact the

outcome of the negotiations.

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

166 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

25. Financial Instruments

Details of the Group’s treasury function are included in the Financial Review’s discussion of financial risks and treasury policies on

page 29.

The accounting treatment of the Group’s financial instruments is detailed in note 1.

a) Capital Management – Group and Company

As described in note 1, the Group considers its capital to comprise the following:

	2024	2023
Group	£m	£m
Ordinary share capital	25.4	25.4
Share premium	53.2	53.2
Capital redemption reserve	3.7	3.7
Hedging reserve	–	–
Retained earnings	381.9	381.6
Preference shares	1.6	1.6
	465.8	465.5

	2024	2023
Company	£m	£m
Ordinary share capital	25.4	25.4
Share premium	53.2	53.2
Capital redemption reserve	3.7	3.7
Hedging reserve	–	–
Merger reserve	(1.6)	(1.6)
Retained earnings	316.0	325.6
Preference shares	1.6	1.6
	398.3	407.9

In managing its capital, the primary objective is to ensure that the Group is able to continue to operate as a going concern and

to maximise return to shareholders through a combination of capital growth, distributions and the payment of preference

dividends to its preference shareholders. The Group seeks to maintain a ratio of debt and equity that balances risks and returns

at an acceptable level and maintains sufficient funds to meet working capital targets, investment requirements and comply with

lending covenants. As a minimum, the Board reviews the Group’s dividend policy twice yearly and reviews the treasury position

at every Board meeting.

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b) Categories of Financial Assets and Liabilities

The Group’s financial assets and liabilities as recognised at the Balance Sheet date may also be categorised as follows:

Group

	2024	2023
	£m	£m
Non-current assets
Derivative financial instruments used for hedging	0.1	0.1
Total current assets	0.1	0.1
Current assets
Trade and other receivables in scope of IFRS 9	2.1	1.6
Total current assets	2.1	1. 6
Total financial assets	2.2	1. 7
Current liabilities
Financial liabilities at amortised cost:
Trade and other payables in scope of IFRS 9	23.3	22.9
Lease liabilities	4.4	4.8
Loans	–	6.0
Total carried at amortised cost	27.7	33.7
Total current liabilities	27.7	33.7
Non-current liabilities
Financial liabilities at amortised cost:
Lease liabilities	61.5	67.0
Loans and debenture stock	143.7	139.3
Preference shares	1.6	1.6
Total carried at amortised cost	206.8	207.9
Total non-current liabilities	206.8	207.9
Total financial liabilities	234.5	241.6

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

168 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

25. Financial Instruments continued

	2024	2023
Company	£m	£m
Non-current assets
Derivative financial instruments used for hedging	0.1	0.1
Total non-current assets	0.1	0.1
Current assets
Trade and other receivables in scope of IFRS 9	2.1	1.6
Total current assets	2.1	1. 6
Total financial assets	2.2	1. 7
Current liabilities
Financial liabilities at amortised cost:
Trade and other payables in scope of IFRS 9	176.5	166.0
Lease liabilities	4.3	4.7
Loans	–	6.0
Total carried at amortised cost	180.8	176.7
Total current liabilities	180.8	176.7
Non-current liabilities
Financial liabilities at amortised cost:
Lease liabilities	61.2	66.6
Loans and debenture stock	143.7	139.3
Preference shares	1.6	1.6
Total carried at amortised cost	206.5	207.5
Total non-current liabilities	206.5	207.5
Total financial liabilities	387.3	384.2

There is no set-off of financial assets and liabilities as shown above.

c) Financial Risks – Group and Company

The main risks associated with the Group’s financial assets and liabilities are set out below, as are the Group’s policies for their

management. Derivative instruments are used to change the economic characteristics of financial instruments in accordance

with Group policy.

i. Interest rate risk

The Group manages its cost of borrowings using a mixture of fixed rates, variable rates and interest rate collars. Fixed rates do

not expose the Group to cash flow interest rate risk, but do not enjoy a reduction in borrowing costs in markets where rates are

falling. Floating rate borrowings, although not exposed to changes in fair value, expose the Group to cash flow risk following

rises in interest rates and cost.

The debentures totalling £19.9 million (2023: £25.9 million), net of interest paid in advance, are at fixed rates. The bank loans

totalling £200 million (2023: £200 million) are at floating rates. At the year end, after taking account of the interest rate collar,

48% (2023: 50%) of the Group’s bank loans and 56% (2023: 60%) of gross borrowings were at fixed rates or hedged.

Interest rate collar

The Group has entered into an interest rate collar agreement, where the Group sold a floor and bought a cap, in order to hedge

the risk in interest cash flows on its borrowings going higher than the cap. At the Balance Sheet date, £60 million (1 April

2023: £60 million) of the Group’s and Company’s borrowings were hedged by interest rate collar at floor and cap rate of 3.10%

and 5.00% respectively.

The interest rate collar is expected to impact the Income Statement in line with the liquidity risk table shown in section (iii)

below. The interest rate collar cash flow hedge in effect at 30 March 2024 was assessed as being highly effective. Net unrealised

gain of £nil million (2023: £0.1 million) has been recorded in other comprehensive income.

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Sensitivity – Group and Company

The Group borrows in Sterling at market rates. Three month Sterling SONIA rate during the 52 weeks ended 30 March 2024

ranged between 4.18% and 5.19%. The Directors consider 1.00% to be a reasonable possible increase in rates and 0.50% to be

a reasonable possible decrease in rates, with reference to market yield curves and the current economic conditions.

The annualised effect of these changes to interest rates on the floating rate debt at the Balance Sheet date, all other variables

being constant, are as follows:

	Group		Company 1
	2024	2023	2024	2023
Impact on post-tax profit and net equity – increase/(decrease)	£m	£m	£m	£m
Decrease interest rate by 0.5%	0.7	0.8	1.2	1.3
Increase interest rate by 1.0%	(1.1)	(1.5)	(2.1)	(3.6)

1 The Company has substantial interest bearing payables due to subsidiary companies (note 20).

ii. Credit risk

The risk of financial loss due to a counter-party’s failure to honour its obligations arises principally in relation to transactions

where the Group provides goods and services on deferred payment terms, deposits surplus cash and enters into derivative

contracts.

Group policies are aimed at minimising losses and deferred terms are only granted to customers who demonstrate an

appropriate payment history and satisfy credit worthiness procedures. Individual customers are subject to credit limits to

control debt exposure and goods may also be sold on a cash with order basis.

Cash deposits with financial institutions for short periods and derivative transactions are only permitted with financial

institutions approved by the Board. There are no significant concentrations of credit risk within the Group. The maximum credit

risk exposure relating to financial assets is represented by their carrying value as at the Balance Sheet date.

Trade and other receivables

The Group records impairment losses on its trade receivables separately from gross receivables. Further detail is included in

note 18.

iii. Liquidity risk

The Group minimises liquidity risk by managing cash generation, applying trade receivables collection targets, monitoring daily

cash receipts and payments and setting rolling cash forecasts. Investments have cash payback periods applied as part of a

tightly controlled investment appraisal process. The Group’s rating with credit agencies is excellent.

The Group has a mixture of long and short-term borrowings and overdraft facilities: 1% (2023: 1%) of the Group’s borrowings

are repayable after more than five years, 99% (2023: 95%) within the first to fifth years and nil (2023: 4%) within one year.

The tables below summarise the maturity profile of the Group’s financial liabilities at 30 March 2024 based on undiscounted

contractual cash flows, including interest payable. Floating rate interest is estimated using the prevailing interest rate at the

Balance Sheet date.

	On	Less than	3 to 12	1 to 5	6 to 10	More than 10
	demand	3 months	months	years	years	years	Total
Group at 30 March 2024	£m	£m	£m	£m	£m	£m	£m
Interest bearing loans and borrowings	–	2.9	8.7	170.2	–	–	181.8
Preference shares	–	–	0.1	0.5	0.6	2.8	4.0
Trade and other payables	19.2	3.3	0.8	–	–	–	23.3
Lease liabilities	–	2.1	6.3	29.0	28.0	28.3	93.7

	On	Less than	3 to 12	1 to 5	6 to 10	More than 10
	demand	3 months	months	years	years	years	Total
Group at 1 April 2023	£m	£m	£m	£m	£m	£m	£m
Interest bearing loans and borrowings	–	2.7	14.1	144.1	–	20.1	181.0
Preference shares	–	–	0.1	0.5	–	3.4	4.0
Trade and other payables	19.0	3.4	0.5	–	–	–	22.9
Lease liabilities	–	2.0	6.1	29.3	29.5	32.3	99.2

1 The preference shares have no contractual repayment date. For the purposes of the table above, interest payments have been shown for 20

years from the Balance Sheet date.

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

170 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

25. Financial Instruments continued

The Company figures are as for the Group, except as follows:

	On	Less than	3 to 12	1 to 5	6 to 10	More than
	demand	3 months	months	years	years	10 years	Total
Company at 30 March 2024	£m	£m	£m	£m	£m	£m	£m
Amounts due to subsidiary
undertakings	153.2	–	–	–	–	–	153.2
Trade and other payables	19.2	3.3	0.8	–	–	–	23.3
Lease liabilities	–	2.1	6.2	28.8	28.1	28.3	93.5
Company at 1 April 2023
Amounts due to subsidiary
undertakings	143.1	–	–	–	–	–	143.1
Trade and other payables	19.0	3.4	0.5	–	–	–	22.9
Lease liabilities	–	1.9	6.0	28.9	29.5	32.3	98.6

2 Amounts due to subsidiary undertakings have no fixed repayment date. Interest is payable on the balance at 3% above the Bank of England base rate.

Security – Group and Company

The 6.875% debentures 2028 are secured by a floating charge over the assets of the Company.

Covenants – Group and Company

The Group and Company are subject to a number of covenants in relation to their borrowing facilities which, if contravened,

would result in its loans becoming immediately repayable. Under the agreement, there is a covenant suite which consist of net

debt to adjusted EBITDA (leverage) and adjusted EBITDA to net finance charges. See further details in note 21.

d) Fair Value

	Book value		Fair value		Fair
	2024	2023	2024	2023	value
Group	£m	£m	£m	£m	Level
Financial assets
Interest rate collar	0.1	0.1	0.1	0.1	3
Financial liabilities
Fixed rate borrowings	(19.9)	(25.9)	(23.0)	(29.2)	3
Floating rate borrowings	(123.8)	(119.3)	(123.8)	(119.3)	3
Preference shares	(1.6)	(1.6)	(1.6)	(1.6)	3

The Company figures are the same as the Group.

Level 1 fair values are valuation techniques where inputs are quoted prices in active markets for identical assets or liabilities.

Level 2 fair values are valuation techniques where all inputs which have a significant effect on the recorded fair value are

observable, either directly or indirectly, but are not derived directly from quoted prices in active markets. The Group bases its

valuations on information provided by financial institutions, who use a variety of estimation techniques based on market

conditions, such as interest rate expectations, existing at each Balance Sheet date.

Level 3 fair values are valuation techniques for which all inputs that have a significant effect on the recorded fair value are not

observable. Derivative fair values are obtained from quoted market prices in active markets. The fair values of borrowings have

been calculated by discounting the expected future cash flows at prevailing interest rates. Interest rates for borrowings range

from 6% to 8%. The fair values of preference shares have been calculated using the market interest rates.

Management assessed that the fair values of cash and short-term deposits, trade receivables and other receivables, and trade

and other payables approximate their carrying amounts largely due to the short-term maturities of these instruments.

There were no transfers between Levels in the fair value hierarchy as at 30 March 2024 and 1 April 2023 .

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26. Share Capital and Reserves

a) Share Capital

	‘A’ ordinary	‘C’ ordinary	B’ ordinary
	shares of	shares of	shares of
	40p each	40p each	4p each	Total
Authorised, issued and fully paid	Number	Number	Number	Number
Number in issue	000’s	000’s	000’s	000’s
At 1 April 2023	41,082	13,466	89,052	143,600
‘C’ to ‘A’ re-designation	100	(100)	–	–
At 30 March 2024	41,182	13,366	89,052	143,600
Proportion of total equity shares at 30 March 2024	28.7%	9.3%	62.0%	100.0%
Monetary amount	£m	£m	£m	£m
At 1 April 2023	16.4	5.4	3.6	25.4
At 30 March 2024	16.5	5.3	3.6	25.4

Share capital represents the nominal value proceeds received on the issue of the Company’s equity share capital, comprising

40p and 4p ordinary shares. The Company’s preference shares are classified as non-current liabilities in accordance with IFRS

(see note 23).

The ordinary shareholders are entitled to be paid a dividend out of any surplus profits and to participate in surplus assets on

winding up in proportion to the nominal value of each class of share (‘B’ shares have one-tenth of the nominal value of ‘A’ and

‘C’ shares).

All equity shares in the Company carry one vote per share, save that shares held in treasury have their voting rights suspended.

The ‘A’ and ‘C’ shares have a 40p nominal value and the ‘B’ shares have a 4p nominal value so that a ‘B’ share dividend will be

paid at 10% of the rate applying to ‘A’ and ‘C’ shares. The ‘A’ shares are listed on the London Stock Exchange. The ‘C’ shares

carry a right for the holder to convert them to ‘A’ shares by written notice in the 30 day period following the half year and

preliminary announcements. The ‘B’ shares are not listed and have no conversion rights. In most circumstances the value of

a ‘B’ share is deemed to be 10% of the value of the listed ‘A’ shares. The Trustee holding shares for participants of the LTIP

currently waives dividends for shares held during the initial three year period. Dividends are not paid on shares held in treasury.

The Articles include provisions relating to the Company’s ‘B’ and ‘C’ shares which provide that shareholders who wish to transfer

their shares may only do so if the transfer is to another ‘B’ or ‘C’ shareholder, or if the transfer is to certain of that shareholder’s

family members or their executors or administrators or, where shares are held by trustees, to new trustees, or to the trustees of

any employee share scheme, or if the Company is unable to identify another shareholder of that class willing to purchase the

shares within the specified period, to any person .

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

172 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

26. Share Capital and Reserves continued

b) Own Shares

Own shares relate to shares held by independently managed employee share ownership trusts (“ESOTs”) together with the

Company’s holding of treasury shares. Shares are purchased by the ESOTs in order to satisfy potential awards under the Long

Term Incentive Plan (“LTIP”) and Share Incentive Scheme (“SIP”). In FY2024, the Group completed a share buyback programme

to repurchase two million ‘A’ shares which were bought back for total consideration £12.4 million. A further one million ‘A’ share

buyback programme began on 25 March 2024 (FY2023: one million ‘A’ shares were bought back for total consideration of

£4.8 million). Treasury shares are used, inter alia, to satisfy options under the Company’s share options schemes. The LTIP ESOT

has waived its rights to dividends on the shares it holds. Treasury shares have voting and dividend rights suspended. All own

shares held, as below, are excluded from earnings and net assets per share calculations.

		Treasury shares		LTIP ESOT	SIP ESOT		Total		Total
	‘A’ ordinary	‘B’ ordinary	‘B’ ordinary	‘C’ ordinary	‘A’ ordinary	‘A’ ordinary	‘B’ ordinary	‘C’ ordinary	Own
	40p shares	4p shares	4p shares	40p shares	40p shares	40p shares	4p shares	40p shares	shares
Number	000’s	000’s	000’s	000’s	000’s	000’s	000’s	000’s	000’s
At 26 March 2022	1,263	4,328	326	6	5	1,268	4,654	6	5,928
Share purchased	1,000	–	–	–	–	1,000	–	–	1,000
Shares released	(11)	–	–	–	–	(11)	–	–	(11)
At 1 April 2023	2,252	4,328	326	6	5	2,257	4,654	6	6,917
Share purchased	2,018	–	–	–	–	2,018	–	–	2,018
Shares released	(126)	–	–	–	–	(126)	–	–	(126)
At 30 March 2024	4,144	4,328	326	6	5	4,149	4,654	6	8,809
Monetary amount	£m	£m	£m	£m	£m	£m	£m	£m	£m
At 26 March 2022	11. 8	4.3	0.3	0.1	0.1	11. 9	4.6	0.1	16.6
Share purchased	4.8	–	–	–	–	4.8	–	–	4.8
Shares released	(0.1)	–	–	–	–	(0.1)	–	–	(0.1)
At 1 April 2023	16.5	4.3	0.3	0.1	0.1	16.6	4.6	0.1	21.3
Share purchased	12.4	–	–	–	–	12.4	–	–	12.4
Shares released	(0.8)	–	–	–	–	(0.8)	–	–	(0.8)
At 30 March 2024	28.1	4.3	0.3	0.1	0.1	28.2	4.6	0.1	32.9
Market value at 30 March 2024	24.4	2.6	1.9	–	–	24.5	2.7	–	27.3

c) Other Capital Reserves

Share premium account

The balance in the share premium account represents the proceeds received above the nominal value on the issue of the

Company’s equity share capital.

Capital redemption reserve

The capital redemption reserve balance arises from the buy back of the Company’s own equity share capital.

Hedging reserve

The hedging reserve contains the effective portion of the cash flow hedge relationships incurred at the Balance Sheet date,

net of tax.

Merger reserve

The merger reserve balance arose from the hive up of Bel & The Dragon.

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27. Share Options and Share Schemes

The key points of each of the Group’s share schemes for grants up to 30 March 2024 are summarised below. All schemes are

equity-settled. All disclosure relates to both Group and Company. For the purposes of option and LTIP schemes, “adjusted EPS”

will normally be consistent with the pre-tax earnings per share excluding separately disclosed items as presented in the

financial statements. However, the Remuneration Committee is authorised to make appropriate adjustments to adjusted EPS

as applied to these schemes.

Savings Related Share Option Scheme (“SAYE”)

This scheme grants options over shares at a discount of 20% on the average market price over the three days immediately prior

to the date of offer. Employees must save a regular amount each month. Savings are made over three or five years, at the

participant’s choice. The right to buy shares at the discounted price lasts for six months after the end of the savings contract.

There are no performance conditions, other than continued employment.

Executive Share Option Scheme

This is an approved Executive Share Option Scheme. For those granted during the year ended 27 March 2021, the options vest if

the set pre-tax adjusted EBITDA target is achieved. Options granted after 27 March 2021 will vest if the set pre-tax adjusted EPS

target is achieved. The options must then be exercised within seven years after the end of the performance period.

LTIP

This plan grants conditional share awards.

For options under this scheme, vesting is conditional upon pre-tax adjusted EPS targets, with vesting levels on a sliding scale

from 25% up to 100% dependent on the level of EPS achieved. An independent firm of advisors verifies the vesting level each

year. The initial vesting period is three years and, for Executive Directors, is followed by a two year holding period. After this

time the shares may be passed to the plan participants, as long as vesting conditions are met.

A one-off Recovery LTIP was granted during the year ended 26 March 2022. Vesting is conditional upon adjusted EBITDA

(excluding IFRS 16) targets, with vesting levels on a sliding scale from 25% up to 100% dependent on the level of adjusted

EBITDA achieved. The initial vesting period is three years and is followed by a two year holding period. After this time the

shares may be passed to the plan participants, as long as vesting conditions are met. This plan grants conditional share awards.

SIP

This plan awards free shares. An equal number of shares are awarded to each eligible employee. The maximum value of the

shares allowable under the scheme is £3,000 per year, per person with at least five months’ service as at 15 May each year.

The basis of the award was changed with effect from the 2018 award so that all eligible employees receive the same number

of shares. There is no requirement for performance targets (although there may be tax consequences if sold within five years

of the award). The plan has not awarded any shares since the financial year ending 30 March 2019.

Share-based payment expense recognised in the year

The benefit recognised for share-based payments in respect of employee services received during the 52 weeks ended

30 March 2024 is £1.7 million debit (2023: £0.4 million credit). The whole of the debit arises from equity settled share-based

payment transactions.

Market value

The market value of the shares at 30 March 2024 was £5.90 (2023: £4.65).

Movements in the year

The following tables illustrate the number and weighted average exercise prices (“WAEP”) of, and movements in, each category

of share instrument during the year.

Volatility

The expected volatility is based on the historical volatility over the expected life of the rights.

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

174 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

27. Share Options and Share Schemes continued

a) SAYE

	2024		2023
	Number	2024	Number	2023
	000’s	WAEP	000’s	WAEP
Outstanding at the beginning of the year	470	£4.49	474	£4.70
Granted	136	£5.25	131	£4.29
Forfeited	(54)	£4.68	(130)	£4.78
Expired	(2)	£4.20	–	–
Exercised	(126)	£4.35	(5)	£4.35
Outstanding at the end of the year	424	£4.74	470	£4.49
Exercisable at the end of the year	13	n/a	–	n/a
Weighted average share price for options exercised in the year	£5.81		£4.79
Weighted average contractual life remaining for share options
outstanding at the year end	2.7 years		2.0 years
Weighted average share price for options granted in the year	£6.74		£5.14
Weighted average fair value of options granted during the year	£2.85		£1.98
Range of exercise prices for options outstanding at the year end
– from	£4.19		£4.19
– to	£5.43		£8.12

Outstanding share options granted to employees under the SAYE scheme are as follows:

		Number of ‘A’	Number of ‘A’
		ordinary shares	ordinary shares
	Exercise price	under option	under option
	40p shares	2024	2023
Exercisable at	£	000’s	000’s
November 2023	4.35	13	149
February 2025	5.43	38	51
November 2025	4.35	107	11 2
February 2026	4.19	80	99
February 2027	5.43	22	27
February 2027	5.25	11 6	–
February 2028	4.19	32	32
February 2029	5.25	16	–
		424	470

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b) Share Option Schemes

			Executive Share Option Scheme
	2024		2023
	Number	2024	Number	2023
	000’s	WAEP	000’s	WAEP
Outstanding at the beginning of the year	185	£7.46	184	£7.23
Granted	307	£6.00	41	£6.92
Lapsed	(153)	£6.95	(35)	£10.24
Surrendered	(31)	£6.62	–	–
Exercised	–	–	(5)	£5.78
Outstanding at the end of the year	308	£6.00	185	£7.46
Exercisable at the end of the year	–	–	12	£9.03
Weighted average share price for options exercised in the year	n/a		£6.02
Weighted average contractual life remaining for share options
outstanding at the year end	9.29 years		7.61 years
Weighted average share price for options granted in the year	£5.80		£6.30
Weighted average fair value of options granted during the year	£1.81		£1.65
Range of exercise prices for options outstanding at the year end
– from	£6.00		£6.00
– to	£6.00		£10.90

1 During the year ended 30 March 2024, 30,640 shares were surrendered and replacement options granted, shown within the granted

number above.

Outstanding options which are capable of being exercised between three and ten years from date of issue and their exercise

prices are shown in the table below:

			Executive Approved Scheme
		Number of	Number of
		‘A’ ordinary	‘A’ ordinary
		shares under	shares under
	Exercise price	option	option
	40p shares	2024	2023
Exercisable in/between	£	000’s	000’s
2016 and 2023	9.10	–	7
2017 and 2024	9.65	–	5
2024 and 2031	6.92	–	137
2025 and 2032	6.00	11	36
2026 and 2033	6.00	297	–
		308	185

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

176 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

27. Share Options and Share Schemes continued

c) LTIP

	2024	2024	2023	2023
	‘A’ shares	‘B’ shares	‘A’ shares	‘B’ shares
	Number	Number	Number	Number
Shares	000’s	000’s	000’s	000’s
Outstanding at the beginning of the year	926	2,313	782	1,954
Granted	297	743	248	620
Lapsed	(167)	(418)	(104)	(261)
Outstanding at the end of the year	1,056	2,638	926	2,313
Weighted average share price for shares vested in the year	n/a	n/a	n/a	n/a
For shares outstanding at the year end, the weighted average
contractual life remaining is	1.18 years	1.18 years	1.52 years	1.52 years
Weighted average share price for shares granted in the year	£5.80	£0.58	£6.30	£0.63
Weighted average fair value of shares granted during the year	£5.48	£0.55	£5.60	£0.56

All LTIPs have a vesting price of £nil. LTIP shares do not receive dividends until vested.

d) SIP

	2024	2023
	Number	Number
	000’s	000’s
Outstanding at the beginning of the year	41	73
Released	(23)	(32)
Outstanding at the end of the year	18	41
Weighted average share price for shares released in the year	£6.26	£5.18
For shares outstanding at the year end, the weighted average contractual life remaining is	0.22 years	0.77 years
Weighted average share price for shares granted during the year	n/a	n/a
Weighted average fair value of shares granted during the year	n/a	n/a

Outstanding SIP shares represent shares allocated and held by the SIP Trustees on behalf of employees, which remain in the

trust for between three and five years. All SIPs have a vesting price of £nil. SIP shares receive dividends once allocated.

e) Fair Value of Grants

i. Equity-settled options and LTIPs

The fair value of equity-settled share options granted is estimated as at the date of grant, taking into account the terms and

conditions upon which the awards were granted. The following table lists the inputs to the model used for the 52 weeks ended

30 March 2024 and 53 weeks ended 1 April 2023, except for exercise price and the weighted average share price for grants in the

year, which are disclosed in sections a) to d) above.

	LTIP scheme		SAYE			Executive Share Option Scheme
Fair value inputs	2024	2023	2024	2023	2024	2023
Dividend yield (%)	1.9%	1.9%	1.7%-2.2%	2.2%	1.9%	1.9%
Expected share price volatility (%)	n/a	n/a	38.5%-40.0%	41.2%-45.6%	41.1%	45.1%
Risk-free interest rate (%)	4.1%	1.8%	4.1%	3.3%	4.1%	1.8%
Expected life of option/award (years)	3 years	3 years	3 to 5 years	3 to 5 years	4 years	4 years
Model used	Black Scholes	Black Scholes	Black Scholes	Black Scholes	Black Scholes	Black Scholes

ii. SIP free shares awarded

The fair value of free shares awarded under the SIP is the share price at the date of allocation. The total value of SIPs awarded

is a fixed rate based on the Group’s performance in the preceding financial year. The number of shares awarded is therefore

dependent on the share price at the date of the award. No shares have been awarded under this scheme since the financial year

ended 30 March 2019 .

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28. Guarantees and Commitments

a) Operating Lease Commitments

Operating leases where the Group is the lessor

The Group earns rental income from two sources. Licensed property included within property, plant and equipment is rented under

agreements where lessees must also purchase goods from the Group. Additionally, there are a smaller number of agreements in

respect of investment properties where there is no requirement for the lessee to purchase goods.

Investment properties are let to third parties on leases that have remaining terms of between one and fifteen years.

At 30 March 2024, future minimum rentals receivable are as follows:

	Investment properties			Property, plant and equipment
	2024	2023	2024	2023
Group	£m	£m	£m	£m
Within one year	0.3	0.3	6.4	5.7
One to two years	0.2	0.2	4.6	1. 5
Two to three years	0.2	0.2	3.3	1.3
Three to four years	0.1	0.1	2.2	0.4
Four to five years	0.1	0.1	0.1	0.1
After five years	0.3	0.5	0.4	0.5
	1.2	1.4	1 7. 0	9.5
Company
Within one year	0.3	0.3	6.4	5.7
One to two years	0.2	0.2	4.6	1. 5
Two to three years	0.2	0.2	3.3	1.3
Three to four years	0.1	0.1	2.2	0.4
Four to five years	0.1	0.1	0.1	0.1
After five years	0.3	0.5	0.4	0.5
	1.2	1.4	1 7. 0	9.5

The Group and Company’s commercial leases on property are principally for licensed outlets. The terms of the leases are

normally for either three, four or five years. The agreements allow for annual inflationary increases and full rental reviews occur

on renewal of the lease.

At 30 March 2024, future minimum rentals receivable under non-cancellable subleases included in the figures above were

£0.3 million (2023: £1.2 million).

b) Other Commitments

Group and Company

	2024	2023
	£m	£m
Capital commitments – authorised, contracted but not provided for	1.8	1.0

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

178 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

29. Related Party Transactions

Group and Company

During the current and prior years, the Company provided various administrative services to the Fuller, Smith & Turner Pension

Plan free of charge. In addition, the Company settled costs totalling £404,000 (2023: £304,000) relating to the provision of

actuarial, consulting and administrative services by third parties to the Fuller, Smith & Turner Pension Plan.

	52 weeks	53 weeks
	ended	ended
	30 March	1 April
	2024	2023 (restated)
Compensation of key management personnel (including Directors)	£m	£m
Short-term employee benefits	2.8	3.5
Termination benefits	–	0.1
Post-employment benefits	0.3	0.2
	3.1	3.8

Prior year has been restated to align with the revised definition of key management personnel.

Company Only

During the year, the Company entered into the following related party transactions:

	Sales to	Purchases	Interest due	Interest due	Amounts due	Amounts due
	related	from related	from related	to related	to related	from related
	parties	parties	parties	parties	parties	parties
52 weeks ended 30 March 2024	£m	£m	£m	£m	£m	£m
Subsidiaries	–	85.6	–	10.2	(153.2)	–

	Sales to	Purchases	Interest due	Interest due	Amounts due	Amounts due
	related	from related	from related	to related	to related	from related
	parties	parties	parties	parties	parties	parties
53 weeks ended 1 April 2023 (restated)	£m	£m	£m	£m	£m	£m
Subsidiaries	–	79.5	–	6.4	(143.1)	–

Interest is payable on the majority of the amounts due to subsidiaries at 3% above the Bank of England base rate. All amounts

outstanding are unsecured and repayable on demand.

The Company also incurred rental expenses from subsidiaries of £0.1 million (2023: £0.1 million) .

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OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FI N A NCI AL S TATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

Subsidiaries of Parent Companies established within the European Economic Area are exempt from an audit if a guarantee

is provided by the Parent for the subsidiary liabilities and the shareholders are in unanimous agreement. The Group will be

exempting the following companies from an audit in 2024 for the period ended 30 March 2024 under Section 479A of the

Companies Act 2006, all of which are fully consolidated in these financial statements:

Company		Company Number
Griffin Catering Services Limited		01577632
Jacomb Guinness Limited		02934979
George Gale and Company Limited		00026330
45 Woodfield Limited		04279254
Grand Canal Trading Limited		04271734
B & D Country Inns I Limited		07292333
B & D Country Inns II Limited		08029280
B & D (Cookham) Limited		07320065
B & D (Odiham) Limited		08377459
B & D (Reading) Limited		07309587
B & D (Win) Limited		07320245
B & D (Farnham) Limited		08392963
B & D (Kingsclere) Limited		08975762
RSH 200	Limited	12035987
Cotswold Inns & Hotels Limited		03309179

The Group will be exempting the following companies from the preparation and delivering of accounts to Companies House

under Section 394A of the Companies Act 2006, all of which are fully consolidated in these financial statements:

Company	Company Number
Griffin Inns Ltd.	00495934
Ringwoods Limited	00178536
F.S.T. Trustee Limited	03163480
Fuller Smith & Turner Estates Limited	01831674

30. Post Balance Sheet Events

On the 29 May 2024, the Group announced that it has agreed terms to sell a portfolio of 36 pubs from its Tenanted Inns Division

and one from its Managed Pubs and Hotels Division to Admiral Taverns Limited (“Admiral”). The cash sale proceeds for the

portfolio is £18.3 million, a premium of £1.6 million to the gross asset value of £16.7 million. It is anticipated that the disposal

will complete on 25 June 2024. Following completion, Fuller’s will have 154 pubs within its Tenanted Inns Division and 178

properties in its Managed Pubs and Hotels Division.

DIRECTORS, ADVISORS AND CORPORATE INFORMATION

Chairman

Michael Turner, FCA,

Non-Executive Chairman

Executive Directors

Simon Emeny, Chief Executive

Neil Smith, ACA, Finance Director

Fred Turner, ACA, Retail Director

Dawn Browne, People & Talent Director

Non-Executive Directors

Juliette Stacey, ACA*

Sir James Fuller, Bt

Richard Fuller

Helen Jones*

Robin Rowland, OBE*

* Independent

President

Anthony Fuller, CBE

Chairman from 1982 to 2007, Anthony

Fuller retired from the Board in 2010

after a longcareer with Fuller’s and

continues asPresident.

Secretary and

RegisteredOffice

Rachel Spencer

Pier House

86-93 Strand-on-the-Green

London W4 3NN

Tel: 020 8996 2105

Email:

company.secretariat@fullers.co.uk

Registered Number

241882

Auditors

Ernst & Young LLP

1 More London Place

London SE1 2AF

Stockbrokers

Deutsche Numis

Deutsche Bank AG

45 Gresham Street

London EC2V 7BF

Registrars

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol BS13 8AE

Tel: 0370 889 4096

Email via website:

www.investorcentre.co.uk/contactus

180 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

ADDITIONAL INFORMATION

SHAREHOLDER INFORMATION

Registrars

Any enquiries relating to shareholdings

onthe share register (for example,

changeof address, bank mandates,

communication preferences) should

besent to the Company’s Registrars,

Computershare. You can also manage

yourshareholding online at

www.computershare.com/investor/uk.

Shareholders may at any time choose to

receive notification of the availability of

corporate communications on Fuller’s

website by email or choose to receive

them in printed form. To receive

notifications of the availability of a

corporate communication by email,

orrevoke or amend an instruction to

receive such notifications by email, go

to www.computershare.com/investor/uk

orcontact Computershare, quoting your

shareholder reference number.

Shareholder Privileges

Individual shareholders with at least

1,000‘A’ or ‘C’ ordinary shares or 10,000

‘B’ordinary shares are eligible to

receiveaShareholder Inndulgence Card.

For any individual issued with a Card

prior to 1 April 2022, continued eligibility

will be based on the eligibility criteria at

the time of issue, being at least 500 ‘A’

or‘C’ ordinary shares or 5,000 ‘B’

ordinary shares.

Card holders are entitled to a 15%

discount on food and drinks in any of

our Managed Pubs and Hotels, including

Bel & The Dragon and Cotswold Inns &

Hotels. It also offers a15% discount on

the Best Flexible Rate orStandard

Flexible B&B Rate for Beautiful

Bedrooms by Fuller’s and Bel & The

Dragon accommodation. There is

currently no accommodation discount

available with the Card at any of

theCotswold Inns & Hotel sites.

Further information is available from

theCompany Secretariat.

Redesignation of ‘C’ Shares

‘C’ ordinary shares can be redesignated

as‘A’ ordinary shares within 30 days

ofthe full year and half year

announcements by sending in your

certificates and a written instruction to

redesignate prior to or during the period

to the Company’s Registrars.

ShareGift

The Orr Mackintosh Foundation

operates acharity share donation

scheme for shareholders with small

parcels of shares whose value makes it

uneconomic to sell them. If you have a

small number of shares and would like

to donate them to charity, details of the

scheme can be found on the ShareGift

website, www.sharegift.org, or by

contacting the Company Secretariat.

Financial Calendar

and Key Dates

13 June 2024

FY2024 Full year results announcement

23 July 2024

Annual General Meeting (11am)

13 November 2024

FY2025 Half year results announcement

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FI N A NCI AL S TATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 181

Adjusted earnings per share (“EPS”) – this is earnings per share, adjusted for separately disclosed items. The Directors believe

that this measure provides useful information for shareholders as to the performance of the Group.

Adjusted profits – this is profit before tax and before separately disclosed items.

CRM – Customer Relationship Management.

Drinks, food and accommodation like for like sales growth – this is measured on the same basis as “Managed Pubs and Hotels

invested like for like sales growth” below.

Adjusted EBITDA – this is the earnings before interest, tax, depreciation, profit on disposal of plant and equipment, and

amortisation, adjusted for separately disclosed items.

ESOS – Executive Share Option Scheme.

LTIP – Long-Term Incentive Plan.

LTSA – Long term supply agreement

Managed Pubs and Hotels invested like for like sales growth – this is the sales growth calculated to exclude those pubs which

have not been trading throughout the two years for the corresponding period in both years. The principal exclusions from this

measure are: pubs purchased or sold in the last 12 months; sites which are closed; and pubs which are transferred to Tenancy.

Market capitalisation – only the Company’s 40p ‘A’ ordinary shares are listed. The Company calculates its market capitalisation

as the total of all classes of ordinary shares; i.e. listed 40p ‘A’ ordinary shares, unlisted 4p ‘B’ ordinary shares and unlisted 40p

‘C’ ordinary shares plus all potentially awardable share options and LTIP awards less any shares held in treasury. For the

purposes of the calculation of market capitalisation, a 4p ‘B’ ordinary share is treated as having 10% of the market value of a

quoted 40p ‘A’ ordinary share and a 40p ‘C’ ordinary share is treated as having an equivalent value to a 40p ‘A’ ordinary share.

Net debt – this comprises cash, bank loans, debenture stock, preference shares and lease liabilities net of debt issue costs.

NPS – Net Promoter Score, a metric used to measure customer satisfaction.

Operating profit – this is profit before finance costs and tax and profit on disposal of properties.

PPA – Power purchase agreement is a contract that secures the long-term supply of renewable energy.

RevPAR – calculated by dividing total room revenue by the total number of rooms available in the period being measured.

SAYE – Savings Related Share Option Scheme.

SIP – Share Incentive Plan.

TCFD – Task Force on Climate-related Financial Disclosures, a framework developed by the Financial Stability Board for

companies to report on how climate change will affect their business.

Total annual dividend – the total annual dividend for a financial year comprises interim dividends paid during the financial year

and the final dividend proposed for approval by shareholders at the Annual General Meeting after the completion of the

financial year.

Unnecessary plastic – eliminating all plastic which is used instantaneously but is unnecessary for food safety purposes and its

removal will not lead to unintended environmental consequences by its removal, such as increased waste or carbon emissions.

Working capital – calculated as current assets (trade receivables and inventory) less current liabilities (trade and other payables).

182 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

GLOSSARY

OVERVIEW – 1-5 STRATEGIC REPORT – 6-57 GOVERNANCE – 58-115 FI N A NCI AL S TATEMENTS – 116-179 ADDITIONAL INFORMATION – 180-183

ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C. 183

FIVE YEARS’ PROGRESS

Group Income Statement

2024

£m

2023

£m

2022

£m

2021

£m

Restated

2020

£m

Revenue and other income 359.1 336.6 253.8 73.4 319.7

Operating profit before separately disclosed items 34.5 25.1 18.5 (40.3) 27.0

Finance costs before separately disclosed items (14.0) (12.4) (11.3) (8.4) (7.6)

Adjusted profit/(loss) before tax 20.5 12.7 7. 2 (48.7) 19.4

Exceptional items and discontinued operations (6.1) (2.4) 4.3 (10.5) 146.8

Profit/(loss) before tax 14.4 10.3 11. 5 (59.2) 166.2

Taxation (5.3) (2.4) (4.4) 9.6 (5.3)

Profit/(loss) after tax 9.1 7. 9 7. 1 (49.6) 160.9

Adjusted EBITDA 60.8 51.8 44.3 (13.1) 53.9

1 Continuing operations only.

Assets employed

Non-current assets 689.5 696.4 713.8 702.5 757.1

Inventories 4.0 4.2 3.6 2.1 4.0

Other current assets 8.5 10.9 11. 3 15.5 18.6

Assets classified as held for sale 8.4 7. 0 5.4 9.6 2.6

Cash and cash equivalents 12.2 14.1 15.6 1 7. 1 20.3

722.6 732.6 749.7 746.8 802.6

Current borrowings – (6.0) (120.0) (207.7) (171.7)

Other current liabilities (64.9) (59.9) (64.5) (39.4) (50.7)

657.7 666.7 565.2 499.7 580.2

Non-current borrowings (145.3) (140.9) (27.5) (27.5) (27.5)

Other non-current liabilities (81.1) (83.2) (88.5) (92.7) (122.9)

Net assets 431.3 442.6 449.2 379.5 429.8

2024 2023 2022 2021 2020

Per 40p ‘A’ ordinary share

Adjusted earnings 24.48p 16.10p 9.79p (73.00)p 20.50p

Basic earnings 15.16p 12.98p 11.59p (89.84)p 291.89p

Dividends (interim and proposed final)

17.75p 14.68p 11.31p – 132.80p

Net assets £7.18 £7.27 £7.27 £6.87 £7.80

Net debt (£ million)

(199.0) (204.6) (212.6) (308.0) (291.8)

Gross capital expenditure (£ million) 27.2 30.7 25.8 16.5 84.5

Average number of employees 5,293 5,247 4,240 4,219 5,166

2 2020 includes ‘D’ share dividend.

3 Net debt includes amounts relating to leases under IFRS 16.

184 ANNUAL REPORT AND ACCOUNTS 2024 FULLER, SMITH & TURNER P.L.C.

Design and production

www.luminous.co.uk

Fuller, Smith & Turner P.L.C.

Registered Office

Pier House

86-93 Strand-on-the-Green

London W4 3NN

Registered number: 241882

Telephone: +44 (0)20 8996 2000

Email: fullers@fullers.co.uk

Find us online