Fuller, Smith & Turner P.L.C. Annual Report and Accounts 2026
THE FUTURE
INVESTED IN
Annual Report and Accounts 2026
CONTENTS
IT HAS BEEN ANOTHER EXCELLENT YEAR.
WITH OUR LONG-TERM, CONSISTENT STRATEGY
AND CLEAR VISION, WE HAVE SUCCESSFULLY
CREATED EXPERIENCES THAT NOURISH THE SOUL.
We have focused on investing in our people, our customers and the
locations and communities we operate in – building relationships
that deliver success for us and our stakeholders.
INCREDIBLE STAYS
Fuller’s has over 1,000 stunning guest
bedrooms. They range from City
locations such as The Wellington in
Waterloo, which has been recently
refurbished, to outstanding properties
in wonderful rural and seaside locations
like The Swan at Bibury in the Cotswolds
or The Bull at Bridport.
Page 09
MEETING TARGETS
It’s not just financial targets that you
will see us striving for in this report. We
also have challenging goals under our
Life is too good to waste programme
– including reaching Net Zero
operationally by 2030. You can read
more about this on pages 20.
Page 20
GO PAPERLESS
If you have received a hard copy, and
would like to go paperless, pleasecontact
company.secretariat@fullers.co.uk
andletus know. It’s all part of our plan to
reduce our impact on the planet.
For more information see page 20
EXCEPTIONAL PUBS
Our wonderful estate of 337 iconic
pubs stretches from The Windjammer in
East London on the banks of the River
Thames, to The Windmill in Portishead,
on the banks of the River Severn,
and from Birmingham to Bridport and
Brighton on the Channel coast.
Page 03
The Old Joint Stock,
Birmingham
Overview
2026 Highlights 01
At a Glance 02
Our Strategy House 04
Investment Proposition 06
Strategic Report
Executive Chairman's Statement 08
Business Model 14
Strategic Performance 18
Sustainability Report 20
Key Performance Indicators 26
Financial Review 28
Risk Management 32
Principal Risks and Uncertainties 35
Streamlined Energy and Carbon
Reporting(“SECR”) 40
Task Force on Climate-Related Financial
Disclosures (“TCFD”) 41
Non-Financial and Sustainability
InformationStatement 52
Additional Information
Directors, Advisors and
Other Information 165
Glossary 167
Five Years’ Progress 168
Governance Report
Governance Highlights 54
Executive Chairman’s Introduction to
Governance 56
Board of Directors 58
Board Leadership 60
Board Activities 63
Stakeholder Engagement 64
Culture and the Board 68
Nominations Committee Report 70
Audit & Risk Committee Report 76
Remuneration Committee Report 82
Directors’ Report 101
Directors’ Responsibilities Statement 104
Financial Statements
Independent Auditor’s Report 106
Group Income Statement 113
Group Statement of
ComprehensiveIncome 114
Group Balance Sheet 115
Company Balance Sheet 116
Group Statement of Changes
in Equity 117
Company Statement
of Changes in Equity 118
Group Cash Flow Statement 119
Notes to the Financial Statements 120
2026 HIGHLIGHTS
For more information see page 26
INVESTING IN OUR
PREMIUM ESTATE
One of the many ways we deliver
great shareholder returns is through
investing in our iconic pubs and
hotels. We invest ahead of the curve.
Our premium customers expect high
standards and by always asking
what’s next for our properties, we
make sure we always look our best
and deliver an experience that
nourishes the soul.
REVENUE
COVER STORY
Meet Barbara Habib, who joined
Fuller’s in 2005. She took on The Parcel
Yard – our flagship site at King’s
Cross – in April 2025. She is part of the
Fuller’s family – as is husband Samir,
General Manager at another Fuller’s
pub, The Lord Northbrook in Lee.
£397.8M
FY2024
FY2024
FY2025
FY2025
£359.1
M
£133.1M
£376.3M
£142.2M
ADJUSTED PROFIT
BEFORE TAX
£34.6M
FY2024
FY2024
FY2025
FY2025
ADJUSTED EARNINGS
PERSHARE “EPS”
47.18P
FY2024
FY2025
24.48P
34.22P
NET DEBT EXCLUDING
LEASE LIABILITIES
£140.5M
TOTAL DIVIDEND PER SHARE
21.20P
OUR KPI HIGHLIGHTS
£20.5M
17.75P
£27.0M
19.76P
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 01
AT A GLANCE
OUR PUBS AND HOTELS
Our Managed Pubs and Hotels estate comprises 185 sites
and includes three distinct groups that have their own
identity. These are Cotswold Inns & Hotels – a collection
of seven stunning hotels in the beautiful Cotswolds, Bel &
The Dragon – six warm and welcoming pubs with rooms
across the Home Counties, and Lovely Pubs – seven
outstanding sites in pretty Warwickshire / Worcestershire
villages. Inaddition, we have 152 Tenanted Inns run by
entrepreneurial Tenants.
Fuller, Smith & Turner P.L.C. is a premium pubs and hotels
business and our purpose in life is to create experiences
that nourish the soul
.
A family business at heart, we have an
outstanding estate of iconic pubs and hotels in the southern
half of England, with a warm and inviting welcome delivered
by an exceptional team of talented individuals.
185
Managed Pubs
and Hotels
152
Tenanted Inns
5,424
Employees
1,030
Bedrooms
WHO WE ARE
Bel & The Dragon, Churt
The Chairmakers, Waterlooville
02 Fuller, Smith & Turner P.L.C.
1
2
3
1
3
2
Managed Pubs and Hotels
Bel & The Dragon
Cotswold Inns & Hotels
Lovely Pubs
Tenanted Inns
MORTONS KITCHEN,
DICKENS HEATH
REFURBISHMENT
Mortons Kitchen in Dickens Heath
is one of the seven Lovely Pubs we
acquired in August 2024. With a
great offer from breakfast to evening
cocktails, this year we invested over
£300k in this site.
BEL & THE DRAGON,
COOKHAM
REFURBISHMENT
Cookham hosts one of the most famous
Bel & The Dragon sites and we are
delighted with our recent investment
there. Full of character, it’s what you
would expect from Fuller’s – high quality
and pure class.
THE HOLLY BUSH,
HAMPSTEAD
REASONS TO VISIT
The Holly Bush is a popular haunt in
the London suburb of Hampstead.
A favourite with walkers and the
many celebs who live in the area, it
frequently appears in lists of must-visit
pubs in the capital.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 03
OUR STRATEGY HOUSE
STRONG FOUNDATIONS
We’re crafting a family of distinctive pubs and hotels where people feel they belong
PURPOSE
MISSION
VALUES
STRATEGY
Why we exist
Where we
are heading
How we do it
What we will
do to achieve it
Delight our
customers
Doing things
the right way
Being part of
the family
Celebrating
individuality
Always asking
what’s next?
Inspire our
people
Enhance our
estate
Evolve our
business
Own our
impact
WE CREATE EXPERIENCES THAT NOURISH THE SOUL
Whether you are with us as a customer, a team member, or any other stakeholder, we look for that emotional connection
to build a long-lasting relationship
We have a clear focus on feedback to measure
positive customer sentiment
Our annual Happiness Index survey measures engagement
and happiness among our team members
04 Fuller, Smith & Turner P.L.C.
83,000
Cups of coffee sold every month
Partnering with brands who prioritise sustainability not only aligns
with our value of doing things the right way – but it helps us on our
journey to achieve our Scope 3 target of being Net Zero by 2040.
CHAMPIONING PREMIUM,
SUSTAINABLE COFFEE IN PUBS
In the autumn, we launched a new
partnership with illy – which is now
available for customers to enjoy in our
pubs and hotels. illy puts social and
environmental responsibility at its core,
so our customers can enjoy high-quality
coffee that has less impact on the planet
and supports its farming communities.
illy is an Italian family-owned company
and since it was founded in 1933, it has
championed a sustainable business
model – leading it to become the
first Italian coffee company to obtain
international B Corp certification in 2021.
Strategy in action
As a certified B Corp, illy is committed
to the highest standards of social and
environmental performance, accountability
and transparency – with responsible
sourcing, regenerative farming practices,
recyclable packaging, renewable energy
and community enrichment embedded
across the business.
illy’s machines use significantly less energy
and there are robust recycling processes for
its packaging, supporting us on our target
of being Net Zero operationally by 2030 and
reaching a recycling rate of 70% this year.
Most importantly, illy makes fantastic
tasting coffee and feedback from our
customers since its introduction has been
overwhelmingly positive.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 05
INVESTMENT PROPOSITION
Fuller’s is a company that always takes a long-term view – and that gives us resilience and confidence.
We have an excellent investment case based on a clear strategy and supported by our values.
A RESILIENT AND STRONG BUSINESS
WE HAVE A CLEAR,
LONGTERM STRATEGY
We operate a family of 337 characterful pubs and
hotels across southern England and up as far as
Birmingham, with a premium customer base. Our pubs
are operated locally, and our General Managers and
Tenants have the freedom to build a business that’s
right for their communities and that delivers great
reasons to visit.
AN AFFLUENT AND
DISCERNING CUSTOMER
We operate pubs in areas where disposable incomes
are traditionally higher. Hospitality spend in these
regions is 12% higher than the UK average and
incomes are circa 13% higher. We know our customers
have high expectations when it comes to service and
the quality of their surroundings.
WE CHERISH THE LOCAL
For customers, we maintain the cherished ethos of
‘the local’. Our team members are all part of our
family – and we create meaningful career paths
and invest in their development. We love to see our
people progress and it’s part of our long-term view.
We are the custodians of the Company with the clear
goal of passing it on in even better health than we
found it.
87%
of our properties
are freehold
56%
of our customers have
a household income in
excess of £50k
11 YRS
the average tenure of our
General Managers
For more
information
see page 12
For more
information
see page 16
For more
information
see page 04
06 Fuller, Smith & Turner P.L.C.
OPTIMISING LONGTERM
RETURNS FROM OUR
PROPERTY PORTFOLIO
We have an outstanding estate and we continually
invest in it to maintain that differential in our standards.
It’s what our customers expect. We also invest to grow
the business – with transformational refurbishments to
attract even more of our core customer groups.
DISCIPLINED CAPITAL
ALLOCATION TO DRIVE
SHAREHOLDER RETURNS
Our capital allocation framework is clear and
consistent. We invest in the core business to support
profit growth, and we amplify this through share
buybacks to drive earnings per share growth. In
addition, we recognise the importance of dividend
returns and have funded dividend growth of 7% this
year while continuing to build dividend cover.
OWNING OUR IMPACT
LIFE IS TOO GOOD TO WASTE
We aim to be Net Zero by 2030 at an operational level
and by 2040 across our supply chain too. We already
source 100% renewable electricity and we strive to
continue to reduce our energy consumption. Across
the business, we are proud to be a diverse place to
work and we partner with a number of great charities
at corporate and local level.
£32M
invested in our estate in the
last financial year
38%
growth in adjusted earnings per
share asthe benefit of profit
growth is amplified by effective
capitalallocation
55
electric kitchens across our
Managed Pubs and Hotels
For more
information
see page 30
For more
information
see page 20
For more
information
see page 24
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 07
EXECUTIVE CHAIRMAN’S STATEMENT
We continued to perform well into the
autumn and delivered a record Christmas
and New Year period, building on the success
seen in previous years around our marketing,
pre-booked sales and events, and an
outstanding performance from ourteams.
Like for like sales in our Managed estate
are up 4.9%, revenue for the Company is
up by 5.7% to £397.8 million and both our
Managed Pubs and Hotels and Tenanted
Inns divisions have grown – resulting in
adjusted profit before tax rising 28% to £34.6
million. Combined with our capital allocation
framework and continued share buyback
programme, we have also seen adjusted
earnings per share rise 38% – achieving
market-leading growth in this key metric.
These results have been delivered against an
increasingly challenging macroeconomic
and political backdrop. When I reflect on the
changes seen in our sector over the past 10
years, it has been a period of unprecedented
government interference, additional taxes
and regulations.
I AM DELIGHTED, AS I
COMPLETE MY FIRST YEAR
AS EXECUTIVE CHAIRMAN,
TOREPORT THAT IT HAS BEEN
ANOTHER SUCCESSFUL YEAR
FOR FULLER’S.
The year began well with
excellent spring and summer
weather, which encouraged
many additional customers to
enjoy our well-invested pub and
hotel gardens, and the business
had a full year’s benefit from the
seven Lovely Pubs we acquired
in August2024.
“LOOKING FORWARD,
I AM DELIGHTED
THAT OUR COMPANY
CONTINUES TO
DRIVE SUCCESS
BASED ON STRONG
FUNDAMENTALS.”
Simon Emeny
Executive Chairman
08 Fuller, Smith & Turner P.L.C.
outstanding experiences in our pubs and
hotels. This focus has once again resulted in
happy customers and financial success, and
I would like to thank my 5,400 colleagues
in the business for their dedication and
commitment, doing a job that is so important
to society andcommunities.
Looking forward, I am delighted that our
Company continues to drive success based
on strong fundamentals. With 87% of our
estate comprising freehold assets, including
the most iconic properties in many cities,
towns and communities, our investment in our
own estate and our people is fundamental
to our plan each year. The Company remains
strongly asset-backed with relatively low
levels of debt and, despite the challenging
macroeconomic and political backdrop, we
remain confident and optimistic that we can
continue to navigate a successful path, both
now and in the future.
Our disciplined approach to capital allocation
continues to deliver strong returns to
shareholders and, in light of this performance,
the Board is pleased to announce a final
dividend of 13.35p (FY2025: 12.35p) per
40p “A" and “C" Ordinary Share and 1.335p
(FY2025: 1.235p) per 4p “B" Ordinary Share,
representing an increase of 8%. This will be
paid on 23 July 2026 to shareholders on the
share register as at 3 July 2026. The total
dividend of 21.20p (FY2025: 19.76p) per
40p “A" and “C" Ordinary Share and 2.120p
(FY2025: 1.976p) per 4p “B" Ordinary Share
represents a 7% year on yearincrease.
A business built on a premium
customer base
Understanding your customer is key to
the success of any business. At Fuller’s,
we continue to explore and learn from
our customers, and with a database of
6.9 million customers, of which 2.6 million
are fully contactable, we have a clear
communication route.
We understand their income and spending
patterns, allowing us to ensure our
customer offer is relevant and attractive.
We over-index among higher income
groups– particularly those with a household
income above £75k, and this group fiercely
protects its discretionary spend on going
out. Delivering a fantastic food, drink and
accommodation offer, and exciting reasons
to visit, to these premium customers ensures
they continue to choose us when spending
their leisure pound.
It is important to monitor and evaluate our
customers’ perception of their experience,
ensuring it meets and exceeds their
expectations on every occasion. To improve
this process, we have now employed a
tool called Sentiment Search to monitor
customer feedback and satisfaction. This
system evaluates a range of review sites,
as well as our own customer comments,
delivering qualitative feedback for us to
prioritise actions that will make a difference.
It tells us what people like andwhy.
We continually strive for the perfect
customer journey – from beautifully crafted
e-mails and social posts to promote our
Sunday roasts, Summer Spritzes and Six
Nations rugby (among many other things),
to ensuring that the welcome is perfect,
and the offer is targeted and delivers an
exceptional experience at the right price.
That attention to detail keeps our premium
customers returning and is reflected with like
for like food and drink sales rising 3.5% and
5.8% respectively. Our accommodation offer
– a key reason to visit across our 45 sites with
a combined total of 1,030 bedrooms – has
also performed well with like for like sales up
4.9% and an average room rate of £127.50.
A business that invests in iconic
properties
Over many years, we have carefully built
a business based on the best pubs in the
country and we continue to invest in these
outstanding properties. During the year we
invested £32.2 million across the estate,
including 14 transformational schemes.
We concluded our £4 million investment
in The Chamberlain Hotel during the
year, refurbishing the 64 bedrooms in this
outstanding location, close to the Tower
of London. We also carried out a major
scheme at The Wellington, Waterloo,
refreshing all 26 hotel rooms and breathing
new life into the pub – including the famous
mural depicting the Battle of Waterloo
that sits above the bar. The result is a 22%
increase in revenue since reopening and
excellent customer feedback.
Other major schemes during the year
included The Parcel Yard, King’s Cross
Station, The Bull Hotel in Bridport on the
Dorset coast, and two Bel & The Dragon
sites – Odiham and Cookham. We target
a return of 20% on our trade-enhancing
investments and we invest ahead of the
curve, ensuring our properties are always
kept inpeakcondition.
During the year, we also acquired two iconic
London freehold sites which are currently
within our Tenanted Inns business – The
Avalon, Clapham, and The Duke of Sussex,
Waterloo. We also exchanged contracts to
acquire the freehold of The Swan, Arundel,
which has been in our portfolio since the
acquisition of Gales 20 years ago.
As well as investing in the properties, we
continue to invest in our Life is too good
to waste campaign. Our programme of
electrification continues, with 55 electric
kitchens now installed across the estate, and
we have continued to roll out more energy-
efficient boilers and effect behavioural
change among our teams to reduce
energy consumption, with gas down by 13%.
Electricity remains flat, despite increased
electrification, while recycling rates have
risen to 70% (FY2025: 65%).
Specifically around taxation, we have seen
not only vast increases in business rates,
Employers’ National Insurance Contributions
and alcohol duty, but also new taxes
invented in the form of the Apprenticeship
Levy, Extended Producer Responsibility
(“EPR"), energy and environmental taxes,
sugar tax and, more recently, the threat of a
holiday tax.
These decisions come with consequences.
Over the last decade the UK has lagged
behind most developed countries for
economic growth and, specifically in our
sector, we have seen some 5,800 pubs close
permanently, depriving communities of an
essential asset. Since the hike in National
Insurance Contributions for young employees,
the country has seen youth unemployment
rise to 15%, creating another self-inflicted
problem for society that the Government
now needs to solve. The recent introduction
of the Employment Rights Act 2025 only serves
to add extra cost and bureaucracy, causing
pubs, that are famed for delivering part-time
jobs for both younger and older workers, to
rethink their hiring strategy.
The hospitality sector employs 3.6 million
people and contributes £96 billion to the UK
economy – £56 billion in tax receipts alone.
But more than that, hospitality is an economic
generator and when we grow, we deliver
increased tax revenue for the UK from day
one. That is why we urge the Government to
look at our sector’s tax bill, and deliver a lower
VAT rate for hospitality, to kick start further
investment and help take the country back
into growth.
Against this backdrop, it is testament to our
long-term strategy that the business has
delivered such strong results – particularly
for our shareholders, with adjusted earnings
per share rising 93% over the last three years.
Operationally we have led the market once
again, with sales, volume and margin growth
as we work collectively as a team to deliver
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 09
EXECUTIVE CHAIRMAN’S STATEMENT
CONTINUED
We continue to work on our Inclusion Action
Plan, which will be updated this year. Actions
during the last year included the launch
of two colleague network groups – Thrive
Together, a wellbeing network, and our
LGBTQ+ group, Pride at Fuller’s.
A market-leading Tenanted estate
Our Tenanted Inns business has again
performed well. We have great pubs, with
entrepreneurial and well-funded Tenants, and
an average EBITDA per pub of £125.8k – up
4.6%. Our Tenants’ desire to succeed is also
reflected by their commitment to growing
their businesses – with 239 Tenants or their
team members undertaking training during
the year.
It is this focus on both the relationship and
the success of both parties that gives our
Tenants confidence in the face of increasing
cost pressures, and this is reflected by the 97%
occupancy rate of our Tenanted estate. Our
Tenants are supported by an experienced
and well-respected team of Business
Development Managers and I am delighted
to see this part of the business continuing to
perform strongly.
One of the benefits of having a Tenanted
estate is the flexibility it adds to our business.
Itis a key differentiator for Fuller’s and a model
we use both carefully and successfully.
Looking to the future
The new financial year has begun well. Like
for like sales for the first 10 weeks have risen
4.4%, building on a strong comparative
period last year, and our underlying
profitability continues to improve maintaining
the momentum we have built in recent years.
As we move into our summer season,
preparations have gone well. Our garden
investment programme has seen fresh space
created for peak trading, advance bookings
for the World Cup have been strong, and we
are seeing increased demand for staycations,
benefiting our excellent rooms business.
We have exciting opportunities for the
coming year, with plans to invest over £30
million across the estate. In addition, we will
begin the transformation of The Barrowboy
& Banker, an existing freehold site by London
Bridge, where we will create a 26-bedroom
hotel to mirror the successful investment
made previously at The Counting House,
Cornhill.
A business built by the best people
Our people are our competitive advantage,
and we continue to invest in ensuring we
recruit, develop and retain the best team
members. During the year, this included
opening our new Fuller’s Kitchen Academy
in Reading – a bespoke training centre to
encourage creativity, flair and excellence
in menu development, which has already
hosted 439 chef training sessions to the end of
the full year.
We continue to build a portfolio of training
and development programmes to create
a holistic career ladder. During the year,
1,797 team members have undertaken a
technical learning course and 1,595 have
been involved in career-building courses as
part of their development. In addition, we are
about to launch stage two of our award-
winning Lead Your Way programme, creating
great leaders to run high-performing teams.
We know this approach to learning and
development works – evidenced by a further
12% reduction in labour turnover.
We have also today announced plans to
extend our share buyback programme, with
the buyback of one million “A” shares and
we will continue to actively pursue new site
acquisition opportunities where we believe
the addition will complement the quality of
the existing estate and deliver strong returns.
The results we have delivered this year
are driven by our strong operational
performance, a proven successful strategy,
an outstanding team of people, and a
robust capital allocation framework – which
combined, reflect the success of our long-
term business model. While we are monitoring
the ongoing geopolitical and economic
situations, we remain optimistic and confident
that we will continue to deliver further
progress for our people, our customers and
our shareholders.
Simon Emeny
Executive Chairman
9 June 2026
WE OPERATE IN THE LEISURE AND
HOSPITALITY SECTOR WHERE OUR
HIGH-QUALITY PROPERTY PORTFOLIO,
PREMIUM PROPOSITION AND AFFLUENT
CUSTOMER BASE ENSURE WE DELIVER
LONG-TERM SALES AND PROFIT GROWTH.
A challenging regulatory
environment
The costs of doing business within leisure
and hospitality have been steadily rising
over the last few years, with increases
in business rates and employment costs
providing challenges across the sector.
Despite this challenging environment, we
have delivered on our strategic objectives
and achieved margin improvement and
earnings growth.
Hospitality as an engine
forgrowth
According to UKHospitality, our industry
delivers faster economic growth than any
other. It estimates that with favourable
conditions, hospitality could increase its
economic contribution by £29billion and
create 500,000 new jobs by 2027 (Source:
UKHospitality).
Experience-hungry
customers
Today’s consumer expects more than just
food and drink or bed and breakfast at a
pub or hotel. They increasingly visit us for
a great experience – one that creates a
lasting memory. As such, our marketing
and operational teams are focused on
enhancing those reasons tovisit.
Market overview
10
Fuller, Smith & Turner P.L.C.
6%
Total sales increase
7%
Dividend increase
38%
Increase in adjusted
earnings per share
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 11
INVESTING IN
PEOPLE
12 Fuller, Smith & Turner P.L.C.
The next chapter of the programme will strengthen the
connection between human-centred leadership and
commercial performance – showing that behaviours such
as trust, clarity and accountability are not soft skills but the
levers that drive results. Through insight from across our
pubs and hotels, we’re defining what great performance
looks like in practice and helping leaders translate that
into everyday habits. The next stage of Lead Your Way will
further build confident, commercially aware leaders who
create engaged, high-performing teams and deliver lasting
success – the Fuller’s way of leading for performance.
LEAD YOUR WAY
CONTINUES TO EVOLVE AS THE
FOUNDATION OF HOW WE LEAD AT FULLER’S.
CAREER PATHS TO BE PROUD OF
Strategy in action
Luke Emmess, Head Chef of The
Wykeham Arms in Winchester, recently
reached the finals of
MasterChef:
The Professionals
– an outstanding
achievement that established him as one
of the UK’s most exciting culinary talents.
Luke’s journey at Fuller’s started when
he joined The Still & West, Portsmouth
over 10 years ago. Since then, Luke has
embraced development opportunities
such as the
Lead Your Way
programme.
In 2016, he won Fuller’s Young Chef of
the Year – for which he won a four-day
stage in Dubai with Jason Atherton – and
then went on to win Fuller’s Chef of the
Year in 2019. Yet another well-deserved
accolade was reaching the regional
finals of The Roux Scholarship 2022.
“ Our listening platforms provide invaluable
feedback and help us continue to shape our
culture into one where everyone feels like
they belong. To further support this, we have
created two colleague network groups –
Thrive Together and Pride at Fuller’s – which
offer meaningful support to colleagues and
help us celebrate individuality through a
range of events and initiatives.”
Dawn Browne
Chief People Officer
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 13
BUSINESS MODEL
CREATE EXPERIENCES THAT NOURISH THE SOUL
Our business model is designed to...
OUR RESOURCES
The key resources that underpin
Fuller’s success and longevity
aretwo-fold.
Firstly, we have our iconic,
predominately freehold estate –
set in stunning locations. We are
incredibly proud of our amazing
properties and we invest ahead of
the curve, keeping a site’s premium
position in its community.
Delivering within those venues are
our brilliant and talented team
members. From recruitment,
through development and with well-
deserved reward and recognition,
they add the sparkle.
These two essential ingredients
are underpinned by a prudent
and responsible approach to
financial management and a
strong, well-marketed customer
offer, which ensures we truly are
always creating experiences that
nourishthe soul.
TRULY
ICONIC SITES
Well-invested properties
in great locations
Our estate is mainly located in the South
of England. It is a great balance, with rural,
suburban and urban sites – many with
accommodation. This year has seen record
investment in the estate of £32 million. The
estate includes some truly iconic sites such
as The Wykeham Arms in Winchester and
The Coach & Horses in Soho. We acquired
two iconic London pubs for our Tenanted
estate and, post year end, we exchanged
contracts to acquire the freehold of The
Swan at Arundel.
GREAT USE OF DIGITAL TECHNOLOGY
A seamless online experience from
booking to review
We have a myriad of digital touch points
for the consumer in our pubs and hotels. To
achieve optimal efficiency and a frictionless
journey, all need to be seamlessly
interlinked – from the initial booking journey
to gathering their post-visit feedback. In
addition, continued development of our
digital technologies and systems further
enhances our customer knowledge
and understanding, as well as creating
efficiencies in our internal processes.
FINANCIAL STRENGTH
A capital allocation policy designed
for growth
Our strong Balance Sheet and prudent
approach to cash management ensure
that we are well placed to grow both
organically and through acquisition. We
have a clear capital allocation framework
and make prudent financial decisions to
maximise the returns for our shareholders.
ENGAGED AND
TALENTED PEOPLE
We recruit, develop and retain
the best
It is our people that give us our competitive
advantage. They provide true hospitality
to our customers – taking seriously their role
in creating experiences that nourish the
soul. To make sure they feel connected
and have a sense of belonging, we invest
in them both individually and in creating a
culture where they can thrive. Our training,
apprenticeship and leadership programmes
create an environment where everyone
can be the best version of themselves.
AN EXCELLENT
CUSTOMER OFFER
Targeted to our premium,
discerning audience
We are famous for delicious, fresh, seasonal
food and an extensive range of beers,
wines, spirits and soft drinks, as well as over
1,000 boutique bedrooms. We know our
customers inside and out, avidly measuring
customer sentiment, and we leverage the
similarities across our estate – taking the
best elements and tailoring them to specific
sites to ensure our pubs never lose their
individualidentities.
ENTREPRENEURIAL TENANTS
An outstanding collection of
Tenanted Inns run by dedicated and
inspirational Tenants
To complement our Managed Pubs and
Hotels, we have an excellent Tenanted
estate. Our Tenants are innovative,
entrepreneurial, dedicated and inspiring
and they generate a strong cash flow
for the business. Having both Managed
and Tenanted models within Fuller’s also
allows us to optimise the right business
model for each site, giving us flexibility and
opportunity. You can read more about our
Tenants on page 10.
For more information see page 06
14 Fuller, Smith & Turner P.L.C.
LIFE IS TOO GOOD TO WASTE
CUSTOMERS TENANTS COMMUNITIES
6.9M
Customers on
our database
54.2%
EBITDA margin
£306K
Total amount raised for
charity during the year
PEOPLE SUPPLIERS SHAREHOLDERS
100
Apprentices to be
recruited this year
125
Different cask beers
soldinFY2026
47.18P
Adjusted earnings
pershare
UNDERPINNED BY OUR COMMITMENT TO SUSTAINABILITY
WHAT WE DO
By having the best people, in the best properties, serving
a premium, affluent and loyal customer base, we have
generated £397.8 million in revenue during this financial year.
OUTCOMES AND IMPACT
Creating and sharing value with our stakeholders.
337
Pubs operated
across southern
England
185
Managed
Pubs and
Hotels
1,030
Guest bedrooms
152
Tenanted Inns
REVENUE
GENERATION
Revenues come from two
main sources. The first is
through operations in our
Managed Pubs and Hotels
and the second is through
the contribution made
through our Tenanted Inns.
CLOSE AND
COLLABORATIVE
RELATIONSHIPS
We work closely with all our
suppliers in the spirit of mutual
collaboration to ensure that
we have the best products,
tailored to our premium
customer base, to deliver an
outstanding customer offer.
REINVESTMENT AND
REFURBISHMENT
Keeping our fantastic,
iconic properties in first-class
condition is a key tenet
for Fuller’s and by always
investing ahead of the curve,
we are ensuring a fantastic
customer experience
everytime.
For more information see page 08
For more details on all our KPIs, please see pages 26 and 2 7. To read more about our commitment
to our people, our planet and our communities, see our Sustainability Report from page 20.
For more information on our stakeholders please see pages 64 and 65.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 15
INVESTING IN
CUSTOMERS
16 Fuller, Smith & Turner P.L.C.
Customers are choosing where to eat, drink and stay based
on online reviews – primarily driven by sites such as Google,
TripAdvisor and Booking.com. Sentiment Search collates all this
information and delivers it to our teams on a simple, easy to use
dashboard. By using Sentiment Search, we will have a better
understanding of what customers are saying, not just a single
score, and we will be able to utilise this information by prioritising
the actions that matter most.
WE HAVE RECENTLY INTRODUCED AN AI FIRST SOLUTION,
SENTIMENT SEARCH. THIS PLATFORM AGGREGATES CUSTOMER
SENTIMENT FROM MULTIPLE ONLINE PLATFORMS TO HELP
US UNDERSTAND OUR CUSTOMERS’ PERCEPTIONS OF OUR
OFFERING AND EXPERIENCES.
DRIVING MEMORABLE CUSTOMER
EXPERIENCES THROUGH PROPOSITIONS
Strategy in action
By actively listening to our customers and
collaborating with our teams, we have
created several distinct propositions across
our estate. Each proposition encompasses
a curated group of pubs which enables
us to strategically tailorourofferings.
Forinstance, the Country Premium
proposition is designed for our Mature
Premium Diners, who travel to our
destination pubs in rural areas to savour
seasonal dishes and exceptional wines
within a relaxed, inviting atmosphere. In
contrast, the London Villages proposition
caters to Upmarket Suburbanites, who
are inclined to join us for mid-week drinks,
enjoy live music or gather with family for a
traditional Sunday roast. The proposition
framework shapes every aspect – ensuring
every visit is memorable.
“Our pubs are distinctive and situated in diverse
locations, which means our customers – and
their motivations for visiting – vary according
to the time of day and the venue itself. We
are committed to understanding our guests’
perceptions of our offerings, striving not only
to meet but to surpass their expectations –
consistently aiming to surprise and delight them.”
Sam Bourke
Marketing Director
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 17
DELIGHT OUR
CUSTOMERS
INSPIRE
OUR PEOPLE
STRATEGIC PERFORMANCE
Through our long-term strategy, we’re crafting a distinctive
family of pubs and hotels where people feel they belong.
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
• Capture and act on
insight through feedback
from our teams and
direct customer review
aggregation.
Tailor the experience
in every pub and hotel
• Empower our leaders to deliver a
high-quality, flexible and tailored
offer that fits local customer needs
and responds to our customers’
diverse and evolvingtastes
• 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
• Stylish bedrooms, individually
designed with the highest
qualitystandards
• Delivering sector-leading like for
like sales growth.
Create a smooth
customer journey
• Continue to improve our
understanding of our
customers, supported
through use of our AI
sentiment insights tool
• Optimise customers’
digital journey for
seamlessinteraction
• Evolve our bookings
process to integrate and
improve functionality
• Improve digital methods
of communication and
marketing through a
multi-channel approach
to our 6.9 million strong
customer database.
Attract new customers
and increase visit
frequency
• Extend our appeal to
a broader customer
baseusing tools like prix
fixe menus
• Deliver experience-led
events to drive frequency
and spend – maximising
the opportunities from
events such as live sport
• Drive a culture to maximise
sales from event spaces.
2027 priorities
• Continue to work with our teams
to Be the Difference and deliver
exceptional customer service
every time
• Capture and act on customer
insight from direct customer
reviews aggregated using our
new AI sentiment insights solution
• Leverage our customer
database and stay connected
with relevant offers and updates
through e-mail, SMS and social
media – building on above-
industry average response rates.
Create a workplace
where everyone feels
they belong
• Use our Inclusion Action
Plan as a North Star to
leverage our culture – 80%
of the first plan, launched
three years ago, has now
been delivered
• Ensure
Call Time on It
leads to our teams feeling
empowered to call out
poor behaviour, and our
leaders are equipped to
manage it
• Build our employee
network groups, such
as Thrive Together and
Pride at Fuller’s, toensure
representation for
allvoices.
Appreciate and value
ourcolleagues
• Continue to develop real and
regular opportunities for all voices
to be heard via the Happiness
Index, Forums, My Voice and our
Employee Engagement Director.
For more information, see pages
68 and 69
• Offer a distinctive employment
package that provides a
healthcare cash plan for all those
with more than 12 months’ service
• Highlight opportunities to
celebrate loyalty and success
such as our long service awards.
Support and encourage
career development
• Continue to use the
Fuller’s Kitchen Academy,
the home of our Fuller’s
Chefs’ Guild, to inspire and
develop the best chefs in
the sector
• Provide at least 100
apprentices with career
opportunities every
year, including through
our new front of house
apprenticeship
• Continue to offer real
career opportunities and
development programmes
at all levels.
High-performing
people
• Build on Lead Your Way,
our bespoke leadership
programme for General
Managers, Head Chefs
and support centre
leaders, to develop great
leaders and create high-
performing teams
• Deliver clear and
compelling reward and
recognition programmes.
2027 priorities
• Continue our Lead Your Way
journey with the next phase of
development for our General
Managers
• Make the best use of the new
Fuller’s Kitchen Academy to
train, develop and inspire
our chefs including our chef
apprentices
• Develop our best talent,
further raising the bar on talent
identification and development
• Continue to push ourselves to
create a plan where everyone
can belong, launching our next
Inclusion Action Plan.
18 Fuller, Smith & Turner P.L.C.
ENHANCE
OUR ESTATE
EVOLVE
OUR BUSINESS
OWN
OUR IMPACT
Care for our estate
• Continue to maintain and look after
the fabric of our estate – both back
and front of house
• Utilise skills within the team and our
pool of designers to enhance our
offer
• Continue to uphold the highest
standards in the industry – while
ensuring projects remain in budget
• 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,
while minimising closure periods
• Optimise our portfolio through active
asset management and continually
assess the optimal operating model for
each site
• Target returns of at least 20% on trade-
enhancing investment
• Work with and invest alongside our
Tenants to drive returns.
Invest in growing the estate
• Invest in markets where we
alreadyexcel
• Add scale to our core premium pub
andhotel estate
• Complement the existing business in
high income, premium demographic
areas, with predominately
freehold assets, and in-filling
geographicalgaps.
2027 priorities
• Targeted capital investment in
excess of £30 million to deliver
returns and enhance the value
ofour estate
• Invest in growing the estate, through
selective acquisitions where returns
hurdle rates are achieved.
Innovate to excite future
consumers
• Evolve and innovate our
proposition to adapt to changes
inconsumerbehaviour.
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
portfoliomanagement
• Mitigate central costs by improving
theefficiency of processes
• Leverage the full benefits ofour
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
withAsahi
• Leverage the appeal of our customer
base and geographic position of
our estate to retain and attract the
bestsuppliers.
2027 priorities
• Further drive pre-booked sales
through our dedicated internal
sales team and using our
digitalconnectivity
• Build on our brand proposition
work to ensure we are tailoring
the experience for our premium
customer base
• Enhance our tools to assist our
General Managers to drive
improved labour productivity.
Take action to protect
and respect our planet
• Decarbonise our business to support
our target to be operationally Net
Zero by2030
• Focus on measuring and reducing
food waste in line with our agreement
to WRAP’s UK Food and Drink Pact
• Work with our suppliers to ensure
their sustainability journey is aligned
withours.
Create spaces for communities to
connect and feel welcome
• Encourage our teams to connect with
local causes and charities.
Care for our people and
foster a sense of belonging
• Continue to listen to our team
members through the Happiness
Index survey, MyVoice and Forums.
2027 priorities
• Further reductions in gas usage
through focused behavioural
change and proactive investment
in equipment such as boilers
andkitchens
• Further develop our corporate
partnership with Special Olympics
Great Britain and support local
engagement between our pubs
and Special Olympics clubs.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 19
run by renewable electricity – from sources
such as wind, solar and hydropower. In
sites such as The Chamberlain and The
Wellington, we improved the efficiency
of our boilers and installed heat recovery
systems that take the heat created by
the site and reuse it to heat the hot water.
We also have our teams to thank. Team
behaviour is crucial for making an impact
on energy usage, food waste and recycling.
From a carbon emissions perspective, our
teams’ attitude towards embracing the
changes in equipment and adjusting their
behaviours at work to ensure we’re not
wasting energy is invaluable.
I’m also delighted to see our teams making
progress with our recycling rate – which
reached 70% this year. Making some small
changes in sites where we had challenges in
the past has made a real difference.
During the year, we repeated our
Sustainability Survey, which was sent
out to all team members to gauge their
understanding of the Life is too good to
waste programme, its aims and objectives,
and to see what topics are important to
them and how we can work on those
as a business. We saw a 20% increase in
THE AMBITION AND
THE SUCCESS OF OUR
SUSTAINABILITY PROGRAMME,
LIFE IS TOO GOOD TO WASTE
,
GROWS YEAR ON YEAR.
As a family business with a
rich heritage, I’m proud to
see us continue to lead by
example with our commitment
to protecting what’s important –
our people, our planet and our
communities – while continuing
to grow our business.
We surpassed our target to reduce our
operational CO
2
emissions by 450 tonnes
this year. In fact, we managed to reduce
them by 641.6 tonnes through a reduction
in gas usage – which was a collaborative
effort across the business. Installing primarily
electric kitchens into a further 23 sites
reduced our reliance on gas and we now
have 55 sites with kitchens that are primarily
“TEAM BEHAVIOUR
IS CRUCIAL FOR
MAKING AN IMPACT
ON ENERGY USAGE,
FOOD WASTE AND
RECYCLING.”
Fred Turner
Chief Operating Officer
SUSTAINABILITY REPORT
LIFE IS TOO
GOOD TO WASTE
20 Fuller, Smith & Turner P.L.C.
responses this year and an improvement
in the overall score – which will help
shape some of the initiatives, and how we
communicate these, in the year ahead.
Our teams continue to engage with their
local communities and many of them
raise money for causes that are close to
their hearts. In the year, £306k has been
donated to charity. This is alongside the
engagement with our main charity partner,
Special Olympics GB. Through a dedicated
Partnerships Manager, Special Olympics has
established some real connections between
our pubs and their local clubs.
Our people are at the heart of Fuller’s and
so it’s been great to see the work from
the People Experience team evolve and,
through our various listening forums, we
have mapped out plans that will make a
real impact on the people in our business.
We have already held a number of
successful inclusion events and this will only
grow through the work of our colleague
network groups.
Looking ahead at our environmental
sustainability work, we have clear targets for
this year – focusing on recycling, food waste
and energy usage. A large part of our
success will, again, be down to our teams.
We will work closely with all departments to
ensure that our teams are equipped with
the skills to tackle these challenges, and the
knowledge of why it’s so important.
Fuller’s is a family business and I’m proud
to see sustainability embedded into
everything we do – securing a future for the
generations to come.
Fred Turner
Chief Operating Officer
9 June 2026
OUR SUSTAINABILITY FRAMEWORK
OUR PEOPLE
Our people are key to our success. We
have confidence in our team members
across the business and want to make
sure that they have confidence in
us. We are committed to creating
inclusive workplaces – where everyone
can belong. Our team members’
individualities are what makes Fuller’s
a vibrant and inspiring place to work,
and we aim to support everyone’s right
to be themselves. We are proud to
celebrate individuality.
Focus areas
• Safety, care and respect
• Listening
• Inclusion.
OUR PLANET
Fuller’s has thrived over 180 years by
always asking what’s next? We know a
healthy planet is essential to the future
of our business, our people and our
communities. We need to deliver on our
ambition to limit the impact of climate
change through our commitment to
achieving Net Zero emissions in our
operations and across our supply
chain. This, among other initiatives, will
ensure we play our part in protecting
ourplanet.
Focus areas
• Our commitment to Net Zero
• Recycling and food waste
• Sourcing for the planet.
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 fundraising the
equivalent of 1% of our profits for charity
– and we also provide a place for locals
to host events, gather with like-minded
people and make new connections.
Focus areas
• Special Olympics GB
• WEST Youth Zone
• Local and national charity
partnerships.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 21
SUSTAINABILITY REPORT
CONTINUED
OUR SUSTAINABILITY FRAMEWORK
OUR PEOPLE OUR PLANET
Our progress
• We have launched two colleague
network groups – our wellbeing group,
Thrive Together, and our LGBTQ+ group,
Pride at Fuller’s. The first event Thrive
Together organised aimed to tackle the
so-called January blues – encouraging
team members to check in on each
other. Meanwhile, Pride at Fuller’s
launched its network in February, marking
the occasion by celebrating LGBTQ+
History Month
• We launched our Neuroinclusion Policy
during Neurodiversity Celebration
Week – to promote understanding of
neurodiversity in the workplace, outline
the responsibilities of both colleagues
and managers, and ensure neurodiverse
colleagues receive the adjustments
and support they need. This builds on
our association with Special Olympics
GB – the leaders in neurodiverse
sportsprovision
• For the fifth year, we ran our Happiness
and Engagement survey. While the
overall happiness and engagement
score was down slightly compared
to last year, we see this as a valuable
opportunity to focus our efforts and
continue improving the experience of
working here
• We introduced our inclusion calendar for
2026 – focusing on celebrating a range of
inclusion dates throughout the year, such
as Pride Month and South Asian Heritage
Month. This follows some successful
inclusion events in 2025, including Black
History Month and Diwali.
Our priorities
• Evolve our Inclusion Action Plan, addressing
where we can go further based on what we
have learnt from all our listening channels
• Build on Call Time on It – keeping safety, care
and respect front and centre all yearround
• Increase our activity for specific inclusion
dates while encouraging our teams to
celebrate other events throughout the year,
however they see fit
• Build on the ongoing success of Lead Your
Way and continue to offer development to
our leaders.
Performance indicators
• Events held in our support centre and across
the estate that celebrate inclusion dates – the
success of which will be shared internally and
externally through platforms such as Attensi
(our online training platform) and LinkedIn
• Implementation of the activities in the
Company action plans will see better on-shift
communication, consistent training
opportunities and more recognition for
our pubs and hotels team members. For
our support centre colleagues, the action
plan will see better collaboration across
departments and a better understanding of
career progression opportunities
• A stronger understanding of the
demographics in our business. We plan to
capture data to allow us to make more
informed decisions about our people
experience initiatives – to ensure we create a
culture that is for all
• Introduce a second stage of the Lead Your
Way programme.
Our progress
• We surpassed our target to reduce Scope
1 and 2 CO
2
emissions by 450 tonnes.
Committing to procuring 100% renewable
electricity in 2021 halved our Scope 2
emissions overnight. Since then, we have
continued to reduce our CO
2
emissions
year on year through converting kitchens
to be run by primarily electric equipment,
boiler upgrades to improve efficiency,
and team behavioural change
• We converted 23 kitchens to run on
primarily electric equipment. This led
to a 13% reduction in gas usage – and
although we have installed more electric
equipment, we have also seen electricity
usage remain flat
• Our recycling rate has once again
increased – this year, we reached 70%.
We continue to work with our waste
management partners, Veolia, to improve
team engagement and awareness.
During Recycle Week, we worked with
Veolia to create a video highlighting how
The Churchill Arms increased its recycling
rate from zero to nearly 83%
• We have embarked on partnerships with
new suppliers who prioritise sustainability –
such as our coffee suppliers, illy, and meat
suppliers, Aldens of Oxford.
Our priorities
• Continue to reduce food waste through
ingredient utilisation and team engagement.
As signatories of WRAP’s Food and Drink
Pact, we’re committed to halving our food
waste by 2030 – based on an FY2025 baseline
figure of 1,918 tonnes. While there has been
a slight increase due to the addition of Lovely
Pubs, we are encouraged by the significant
improvements in food waste segregation
across our sites
• Aim to push our recycling rate even further
– with a target to recycle 75% of our waste
by2030
• Work with our suppliers to identify opportunities
to reduce carbon emissions even further.
Performance indicators
• Further menu and dish development to
ensure ingredient utilisation – create more
dishes that utilise whole ingredients and
continue the menu development that ensures
ingredients are used in dishes acrossthemenu
• An increase in awareness among our
team members of the importance of using
their food waste bins correctly. This will be
measured in an increase of engagement with
the food waste module on Attensi. It should
lead to an increase in the percentage of
food recycled in relation to the overall waste
volumes while we reduce our overall waste
• A strong, transparent partnership with new
suppliers such as illy and our new meat
supplier, Aldens of Oxford, ensuring clear
Scope 3 emissions reporting and a reduction
in food waste and packaging waste.
22 Fuller, Smith & Turner P.L.C.
OUR COMMUNITIES
ELECTRIC VEHICLE CHARGING POINTS
Strategy in action
We’ve installed new electric vehicle (“EV") charging points in a number of our sites
– offering an effortless and dependable charging experience. Most recently, we’ve
partnered with Instavolt to install rapid charging points at The Hampshire Hog and fast
charging, provided by Energy Parks, at The Bear of Rodborough, The Hare & Hounds in
Tetbury and The Red Lion in Hillingdon. Since the charging points have been installed
at The Hampshire Hog, we’ve seen an increase of approximately 273 cars visiting
every month, resulting in an increase in sales. The charging points at The Red Lion,
along with its Gold Green Tourism Award, led to a partnership with a local business as
corporate partners often require venues to have sustainability credentials.
Our progress
• After three charities were shortlisted
and invited to pitch to become our
main charity partner, the Communities
Committee decided to continue the
partnership with Special Olympics GB,
who committed to hiring a Partnerships
Manager to evolve the relationship
• Dreams Come True – a national wish-
granting charity that solely supports
children with a disability, serious illness
or life-limiting condition and who live in
the highest areas of social deprivation in
the UK today – was one of the charities
shortlisted in the re-pitching process. Since
April 2025, 50p from every children’s meal
sold in our Country Premium sites has
been donated to the charity – raising over
£34k – and we will do the same for the
coming year too
• Members of the People Team attended
the recruitment fair at WEST Youth Zone
to talk to the young people about their
future careers. We also held a cooking
session with some of the junior members
(ages 8-12) – a lesson on making
nutritional food and an opportunity to
inspire some young chefs of the future
• Our pubs and hotels are encouraged to
engage with local charities – to fundraise
and support their efforts – which has led to
£62k being donated to local charities.
Our priorities
• Further awareness of Special Olympics GB
throughout the Company and connecting
pubs to their local Special Olympics clubs
• Build more engagement internally with WEST
Youth Zone. We are planning on holding more
kitchen sessions with our chefs – plus an office
insight day where some of the junior members
visit our support centre
• Look at how we can connect with local
communities and offer a place for those who
struggle with loneliness.
Performance indicators
• Continue to fundraise for Special Olympics
GB through annual events and the children’s
meal donations. This year, the annual Bridge
Walk and the charity football tournament
raised £19,000 and over £15,000, respectively.
We also donate 50p for every children’s meal
sold in the majority of our pubs, which this
year, raised £99k
• Host events for Special Olympics GB clubs
– such as awards presentations, team
celebrations and community meetings – in
local Fuller’s pubs. Hosting these events will
help build connections between the teams
in our pubs and those who run and use the
Special Olympics clubs
• More interaction with WEST Youth Zone and
the young people it supports. Our network
of chefs have the ability to teach and
inspireyoung people about nutrition and
thepossibility of a career as a chef.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 23
INVESTING IN
PLACES
24 Fuller, Smith & Turner P.L.C.
A number of the refurbishment schemes that took place
this year included installing electric kitchen equipment and
energy efficient boilers and, in some sites, heat recovery
systems were installed – where we use the heat created by
the site to generate the hot water. In the first 10 months of
The Chamberlain reopening, it has seen a 55% reduction
in its gas consumption, with the more recent investment at
The Wellington, Waterloo resulting in a 58% reduction – with
little to no increase in electricity consumption.
INVESTING IN ENERGY EFFICIENCY IS A KEY PART
OF OUR LONG-TERM PROPERTY PLAN.
LOOKING AFTER OUR FAMILY OF
ICONIC PUBS
Strategy in action
Many of the buildings in our estate have
been in the family business for decades
and by looking after them through
strategic investment, we’re ensuring
they’ll be enjoyed by generations
tocome.
One pub that’s newer to Fuller’s (having
been acquired in 2011) is The Wellington,
Waterloo which recently saw a
refurbishment of its bar and 26 bedrooms
and the installation of an electric kitchen.
As part of the scheme, the artwork on
the ceiling above the bar, which depicts
The Battle of Waterloo, has been repaired
and returned to its former glory, which
took one artist two weeks to paint by
hand – a meticulous process that was
well worth the time.
“We have a robust investment plan that sees us
proactively invest in the right site at the right
time. This plan ensures our estate is fit for the
future and, with a commitment to focus on
sustainability, will support our journey to being
Net Zero operationally by 2030.”
Peter Turner
Property Director
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 25
FY2026
FY2025
FY2024
£397.8M
£376.3M
£359.1M
FY2026
FY2025
FY2024
£34.6M
£27.0M
£20.5M
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.
REVENUE ADJUSTED PROFIT
BEFORETAX
£34.6M£397.8M
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, returns to our shareholders and acquisitions.
PERFORMANCE IN 2026
Revenue increased by 5.7% compared to FY2025, Managed
revenue grew by 4.9% on a like for like basis, with drink volumes
growing by 1.2% and food covers in line with prior year.
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 underlying trends and
performance without being impacted by separately
discloseditems.
PERFORMANCE IN 2026
Adjusted profit before tax increased by 28% compared to
FY2025. This is mainly driven through revenue growth but is
also through margin improvement, with operating margin
improving by 0.8 percentage points from 10.7% to 11.5%.
26 Fuller, Smith & Turner P.L.C.
FY2026
FY2025
FY2024
47.18P
34.22P
24.48P
FY2026
FY2025
FY2024
£140.5M
£142.2M
£133.1M
Non-financial performance
metrics are used within the
business, including employee
engagement and satisfaction
scores, customer sentiment score
and environmental targets.
DEFINITION
Adjusted earnings per share is earnings after tax excluding
separately disclosed items attributable to equity holders of
the Company divided by the weighted average number of
Ordinary Shares in issue during the year.
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 after tax and movements in the number of shares but
excludes the impact of separately disclosed items. It is an
important variable used by investors.
PERFORMANCE IN 2026
Adjusted earnings per share increased by 38% compared
to FY2025 which was a more significant increase than the
increase in adjusted profit. This is because of our strategic
decision to use capital to buy back shares. During FY2026 we
have bought back 2.3 million shares on top of the 3.6 million
shares bought back in FY2025.
DEFINITION
Net debt, excluding lease liabilities, comprises cash and
short-term deposits, bank overdraft, bank loans, debenture
stock and preference shares.
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 2026
Net debt decreased by £1.7 million compared to FY2025
and as profits have grown this has meant debt leverage
has reduced from 2.36 times to 2.14 times. In line with our
capital allocation framework, we have invested a total of
£32.2 million in the existing estate in the year and £25.1 million
has been returned to shareholders through dividends and
sharebuybacks.
ADJUSTED EARNINGS
PER SHARE “EPS”
NET DEBT EXCLUDING
LEASE LIABILITIES
47.18P £140.5M
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 27
“OUR DISCIPLINED
APPROACH TO
CAPITAL ALLOCATION
HAS RESULTED
IN ADJUSTED EPS
GROWING BY AN
IMPRESSIVE 38%.”
Neil Smith
Finance Director
FINANCIAL REVIEW
As part of our capital allocation framework,
we have continued to buy back shares
which, combined with the increase in
profits, has resulted in adjusted earnings
per share growing by an impressive 38%.
This market-leading, double digit growth
follows growth in the prior year of 40%
and demonstrates our commitment to
consistently deliver outstanding returns to
our shareholders.
To sustain the long-term growth trajectory
we invest in our existing estate to maintain
its premium position, with a total of
£32.2million invested in FY2026, including
14 transformational schemes such as
£1.8million at The Hampshire Hog, Clanfield,
£1.0million at Bel & The Dragon, Odiham
and £2.2million on The Wellington, a
26-bedroom hotel in Waterloo. We have
also acquired two freehold sites, The
Avalon in Clapham and The Duke of Sussex,
Waterloo, for a total of £7.2 million. These
are great sites in brilliant London locations
which will strengthen our Tenanted estate
in the medium term, and bring long-term
value to the business. It demonstrates the
benefit of our two highly complementary
operating models and the flexibility it
provides us.
WE ARE PLEASED TO PRESENT
ANOTHER IMPRESSIVE SET
OF FINANCIAL RESULTS,
WITH CONTINUED STRONG
GROWTH IN BOTH REVENUE
AND PROFITABILITY.
Total revenue has increased
by 5.7% from £376.3 million
to £397.8 million and adjusted
profit before tax has increased
by 28% to £34.6 million (FY2025:
£27.0 million).
This result has been achieved through
our focus on driving sales volumes while
improving profitability, which has seen
adjusted operating margins continue to
grow from 10.7% to 11.5%.
DELIVERING A
STELLAR YEAR
28 Fuller, Smith & Turner P.L.C.
In the year, we have returned £25.1 million
to our shareholders; we paid a dividend of
£10.9 million to shareholders and £14.2million
was deployed for share buybacks as part of
our ongoing share buyback programme. In
total we have now bought back 8.9million
“A" shares, returning a total of £54.7 million to
our shareholders since we began our share
buyback programmes inFY2023.
Despite our significant investments and
shareholder returns in the year we have
managed to reduce net debt (excluding
leases) from the prior year to £140.5 million
(FY2025: £142.2million) and with growing
profits our net debt / EBITDA has reduced to
2.14 times from 2.36times, leaving significant
headroom to continue to grow the business.
We have completed an updated Directors’
valuation of the entire property estate. The
outcome of the valuation was a total value of
£991 million, which is £397 million higher than
the net book value of £594 million included
within the financial statements. Thiswould
imply an increase in the current Net Asset
Value per share from £7.73 to £15.21. We have
not changed our accounting policies with
regard to asset valuations but thought it useful
for all stakeholders to provide an updated
assessment of the valuation of the Group’s
property portfolio.
Managed Pubs and Hotels like for like
sales increased by 4.9% on the prior year,
outperforming the market on average
by 1.9 percentage points. All categories
of revenue showed significant like for
like growth against the prior year, with
drink up by 5.8%, food up by 3.5% and
accommodation sales up by 4.9%.
Managed EBITDA margin has grown from
20.7% to 21.6% despite the continued cost
headwinds, particularly labour-related
costs. The margin improvement has been
achieved through a number of different
levers. We invested in our procurement team
in the previous year, which has helped to
deliver gross profit margin improvement in
the current year.
We have transitioned to Coca-Cola,
introduced a new spirits range and moved
coffee suppliers to illy. These changes in the
year have not only enhanced the customer
offer but helped to improve our margins.
Our strong relationship with Asahi in place
until at least 2029, also remains important in
mitigating some of the increased input costs.
Labour costs remain challenging. Our business
had a further £8 million of annualised costs
imposed upon it, with effect from April 2025,
due to increases in the National Living Wage
and National Insurance. We have managed
to mitigate a significant proportion of these
costs through improvements in labour
efficiency and some selected price increases.
Through effective forward purchasing and a
drive to reduce consumption we have seen
a marginal decline in utility costs. Looking
forward into FY2027, we are fully hedged for
our electricity and gas consumption for the
full financial year, providing price protection
from the currently volatile energy markets.
Tenanted Inns revenue was marginally
down on the prior year, but the significant
estate movements in the prior year
affects the comparison as we sold 37
sites to Admiral Taverns in July 2024.
However, EBITDA margin grew by 1.8
percentage points to 54.2% (FY2025: 52.4%)
demonstrating the value of the proactive
management of the estate and the quality
of the retained Tenanted sites.
Finance costs
Total net finance costs (before separately
disclosed items) have decreased by
£2.1million to £11.3 million (FY2025:
£13.4million). The average cost of borrowing
has reduced to 6.1% compared to 7.7% for the
prior year. The reduction from the prior year
has been achieved through the benefit of
the refinancing in March 2025, the execution
of an interest rate swap over £60million of
the existing term loan, securing a lower rate
of 3.65%, as well as the Bank of England rate
reducing from 4.5% to 3.75% in the year.
Separately disclosed items
The net position on separately disclosed
items is an expense of £5.1 million
(FY2025: £6.8 million credit). The significant
movement from prior year principally
relates to the profit on disposal, recognised
in FY2025, of £18.9 million which includes
the sale of The Mad Hatter for £17.2 million
and the sale of 37 sites to Admiral Taverns
at a profit to book value of £1.0 million. The
current year expense principally relates to
an impairment charge of £5.9 million, of
which £8.0 million is in relation to the write
down of 20 properties net of the reversal of
impairment on four properties of £2.1 million.
Tax
The underlying effective tax rate has
decreased to 26.3% (FY2025: 27.4%). The
decrease in effective tax rate is mainly due
to the falling depreciation on assets not
qualifying for capital allowances.
Shareholders’ return
The proposed final dividend of 13.35p per
“A" and “C" Ordinary Share (FY2025:12.35p),
together with the interim dividend of 7.85p
per share already paid makes a total of
21.20p per share, which is an increase of
7% on the prior year. We aim to rebuild
dividend cover to between 2.5–3 times
while maintaining a progressive dividend
policy and the proposed final dividend will
see dividend cover increase to 2.2 times
in the current year – on track to reach our
target in the near term.
28%
Adjusted profit before tax growth
4.9%
Like for like Managed sales growth
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 29
FINANCIAL REVIEW
CONTINUED
Capital allocation framework
The Group’s capital allocation framework
aims to enhance shareholder value while
targeting leverage at no more than 3x
net debt / EBITDA. The table overleaf
summarises the framework.
Cash flow and net debt
Net debt (excluding leases) was at
£140.5million, which was a small decrease
on the prior year end (FY2025: £142.2
million). With net debt decreasing and
increasing profits, debt leverage has
reduced to 2.14times (FY2025: 2.36 times).
Offsetting the outflow of capital is the 10%
growth in EBITDA and £2.8 million earned
through the disposal of a number of non-
trading sites.
Sources of finance
The Group has unsecured bank facilities of
£185million which were extended through
to August 2029 in the year. The facilities
bear interest at a margin dependent on
the leverage covenant plus a base rate
of SONIA.
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
A total of £32.2 million was invested
in the existing estate in the year with
transformational schemes at The Parcel
Yard, King’s Cross, The Wellington, Waterloo
and The Chamberlain, Minories as well as
a further £7.2 million spent acquiring two
iconic freehold sites – The Duke of Sussex,
Waterloo and The Avalon inClapham.
We continue to use our capital to buy
back shares, with a further 2.3 million
“A" shares bought back in the year for a
total of £14.2million for an average share
price of 617p. We also returned a further
£10.9million to our shareholders through
dividend payments.
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
8 to 52. The financial position of the Group,
its cash flows, net debt and borrowing
facilities and the maturity of those facilities,
are set out on pages 28 to 31. 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.
Capital Allocation Framework
Policy Targets and philosophy Outlook
Invest in long-term
organic growth
Returns-based approach
to capital investment
• Invested £32.2 million into the estate in
FY2026 with plans to invest similar levels
in FY2027
Sustainable
and progressive
dividend
Dividend cover
normalised range of
2.5-3x
• FY2026 dividend 21.20p
• Dividend cover of 2.2 times – on track
to reach target range in the near term
Invest in
additional growth
opportunities
Disciplined approach
to assessing acquisition
opportunities
• Strong Balance Sheet with sufficient
headroom for high quality acquisition
opportunities
Targeting leverage
of 3x net debt /
EBITDA
Strong Balance Sheet
maintained – target
leverage at 3x net debt /
EBITDA
• 2.3 million “A" Ordinary Shares bought
back in FY2026
– Including 1 million “A” share buy
back programme currently active
FY2026 £m
EBITDA 74.6
Interest, tax and pensions (10.9)
Working capital and share transactions 8.2
Lease payments (8.2)
Sale of property, plant and equipment 2.8
Cash available for allocation 66.5
Capital expenditure (32.2)
Acquisition of property, plant and equipment (7. 2)
Dividends (10.9)
Share buyback (14.2)
Cash flow 2.0
Non-cash movement (0.3)
Net debt movement 1.7
Source of finance
Bank debt 126.4
Debenture and preference shares 21.5
Cash (7. 4)
Net debt before lease liabilities 140.5
30 Fuller, Smith & Turner P.L.C.
Viability statement
The UK Corporate Governance Code requires
that the Directors have considered the
viability of the Group over an appropriate
period of time selected bythem.
The Directors have chosen to assess this
over three financial years through to March
2029 as this aligns with the Group’s strategic
planning which was reviewed and approved
in March 2026.
This three-year plan is supported by the
forecasts that are presented and approved
by the Board. It takes into consideration the
Group’s current position, and the potential
impact of the principal risks documented on
pages 35 to 39 in the Strategic Report. The
most significant risks impacting the forecasts
remain consumer demand shifts, the volatility
of the UK and global economy, and a
prolonged conflict in the Middle East could
result in a decline in consumer confidence
and sales volumes as well as driving
higher inflation.
Management have prepared, and the
Board has considered, two key scenarios: A
‘base case’ is the Board-approved budget
for FY2027 which forms part of the three-year
plan to FY2029. The base case assumes that
sales will continue to grow and staff costs
will increase, impacted by the National
Minimum Wage resulting in continued
wage inflation across all job roles. 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, inflation rises more than assumed
in the base case causing interest rates and
costs to increase reducing operating margins
by 250bps and there is impact from tube
strikes announced in early 2026.
In this downside case, management
could implement mitigating actions such
as overhead cost reduction, reduction
of capital expenditure and a decrease
in bonus pay out. Under this scenario, the
Group would still have sufficient resources
and headroom on its covenants through
the duration of the period.
At 28 March 2026, the Group’s Balance
Sheet comprised 87% of the estate being
freehold properties and available headroom
on facilities of £57.8 million and £7.4 million
of cash and resulting net debt (excluding
leases) of £140.5 million.
The Group has unsecured banking facilities
of £185 million, split between a revolving
credit facility of £100 million and a term loan
of £85 million. Under the facilities agreement,
the covenant suite (tested quarterly) consists
of net debt to adjusted EBITDA (leverage)
and adjusted EBITDA to net finance charges.
During the year, the Group agreed with its
lenders to extend these facilities for a further
year through to August 2029.
Taking account of the Group’s current
position, principal risks facing the business and
the sensitivity analysis discussed above, as
well as the potential mitigating actions that
the Group could take, the Board expects
that the Group 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
theaccounts.
Neil Smith
Finance Director
9 June 2026
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 31
RISK MANAGEMENT
Managing risks effectively is key to ensuring that we achieve
our strategic objectives in the long term and continue to
deliver the high standards our customers, our people and
ourshareholders expect.
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 & 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 & Risk Committee and the Board.
• Group risk register
• Principal risk reviews
• Audit and Board reports.
Business risk management
• Implements and maintains risk management procedures, including through the cross-
departmental Risk Working Group and Our Planet Working Group
• Maintains risk registers including identification of risk, mitigating controls and actions.
• Division and Department risk registers.
Our Planet Steering Committee
• Oversees climate-specific risks and integrates mitigation controls and actions into the wider
riskstrategy.
• TCFD Report and climate-related risk
mitigation approach.
RISK MANAGEMENT GOVERNANCE FRAMEWORK
The risk management process is operated by the Executive Team, supported by the Head of Risk,
and is overseen by the Audit & Risk Committee and the Board, which is further supported by the
external audit process.
32 Fuller, Smith & Turner P.L.C.
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
ofrisk
• Risks should be actively managed and
monitored through the appropriate
allocation of management and
otherresources.
CHANGES TO RISK SCORES VERSUS PRIOR YEAR
COST INFLATION
The conflict in the Middle East has increased the likelihood of sustained higher
energy prices pushing up utility costs across the estate, and of raising fuel and
logistics costs embedded in our supply chain. Disruption to major shipping routes
and broader supply chains will also place pressure on supplier pricing. While we
have negotiated fixed-term pricing on a significant proportion of our cost base, the
impact may still be felt once those contract terms come to an end.
SUPPLY CHAIN
Closely linked to the increased risk of cost inflation, supply chain disruption as a
result of geopolitical instability raises the risk of reduced product availability and
out-of-stock items. At the same time, higher input and operating costs increase the
chances of financial distress for both direct and indirect suppliers, raising the risk of
supplier insolvency and compounding potential supply disruption.
RECRUITMENT AND RETENTION
Recruitment and Retention risk has reduced, reflecting an improving labour
market for employers which has eased hiring pressures across pubs and hotels. This,
alongside improving retention supported by competitive pay, training opportunities
and clear progression routes, has reduced our overall assessment of the likelihood of
operational workforce disruption.
SUSTAINABILITY AND ENVIRONMENT
Our assessment of this risk has reduced within the current assessment horizon,
reflecting the progress we have made on levels of climate awareness and expertise
in our supply chain, alongside increased certainty on the operation of the Extended
Producer Responsibility scheme. While physical climate risks are expected to
increase over the longer-term, these are assessed as more likely to crystallise
beyond the time horizon of this risk assessment and are therefore addressed through
longer-term strategic planning.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 33
RISK MANAGEMENT
CONTINUED
Risk management process
The Executive Team follows a clear, simple
and robust process to identify the Group’s
most significant risks, incorporating both top-
down and bottom-up assessments:
• Both the Managed and Tenanted
businesses, as well as the support centre
functions, prepare their material risks in
registers which are reviewed on a half
yearly basis by the Executive Team and the
Risk Working Group
• This also includes a review of the climate-
related risks considered over short, medium
and long-term horizons. The details of our
climate-related risks are disclosed in our
TCFD reporting on pages 41 to 51
• 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
& Risk Committee as required
• In addition, the Audit & Risk Committee
conducts reviews on specific risk
areas based on the judgement of the
Committee, looking at: changes in risk
likelihood; changes in the materiality of
impact; any changes to the mitigation; and
controls that are in place
• Every principal risk is assessed to see
whether it could have a material strategic
or commercial impact, either on its own or
as part of a multiple risk scenario
• The Executive Team ensures principal risks
are managed appropriately, monitored
and reported internally and externally
• At each half year, the Executive Team
considers and challenges whether risks
are being managed to the tolerance
approved by the Board, using principal
risk reports to monitor how far material
financial, operational and compliance
controls and mitigations have been
implemented, their effectiveness, and how
close the current net risk rating is to our
risktolerance
• The outcomes of half yearly reviews
considered by the Executive Team are
reported to the Audit & Risk Committee
and the Board, with particular focus on risks
that are outside tolerance, and actions
areagreed
• Principal risk reviews also support the Audit
& 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 time
horizon for the assessment of principal risks
is aligned to the timescales of the Group’s
strategic planning.
The suitability of the controls and mitigations
are reviewed through robust reporting
and monitoring which creates a feedback
loop enabling a continuous improvement
process to be in place regarding risk
management. This includes reviewing
ownership and accountability of risks and
controls across the Executive Team and
senior management.
Our preparations for compliance with
Provision 29 of the UK Corporate Governance
Code have been an opportunity to further
enhance the transparency of reporting
between all levels in our Risk Management
Governance Framework.
Assessment of emerging risks
As well as assessing ongoing risks, we
continue to consider how the business
could be affected by emerging risks. Our
Executive Team and department heads
horizon-scan to monitor any potential
disruptions that could dramatically change
our industry and / or our business, from
both a risk and opportunity perspective,
to understand the changing landscape
and take appropriate actions. It is often
possible to predict the potential impacts of
emerging risks, but it is more challenging to
predict their likelihood, timing and velocity.
The emerging risks we consider most likely to
impact the business include:
• Employment Rights Act 2025 – the risk that
the Employment Rights Act 2025 will mean
adaptations to the business’s operations
are required. We still await detail of some
significant aspects of the legislation, such
as changes to zero-hours contracts. We
will be in a better position to assess this risk
following further detail on the legislation
becoming available
• Artificial Intelligence – we continue to
explore the ways in which AI can benefit
the Group, but recognise that there are risks
associated with the use of AI technology
both by and against the business
• Weight loss medications – the increased
use of GLP-1 weight management
medications has introduced additional
uncertainty for the sector, with potential
implications for customer eating and
drinking behaviours, portion preferences
and overall spend pervisit.
34 Fuller, Smith & Turner P.L.C.
PRINCIPAL RISKS AND UNCERTAINTIES
The following heatmap sets out the impact and likelihood scores for our principal risks,
and further details of these risks are set out in the table below.
The analysis is not intended to be a comprehensive list of all risks actively managed by the business. The key financial
risks are detailed in Note 25 to the financial statements.
Risks
1 Economic Environment
2 Consumer Demand Shifts
3 Information Technology / Cyber Security
4 Financing
5 Cost Inflation
6 Employment Cost Inflation
7 Supply Chain
8 Recruitment and Retention
9 Health and Safety
10 Business Interruption
11 Sustainability and Environment
PRINCIPAL RISKS
1
ECONOMIC ENVIRONMENT
Movement
Owner Description Control and risk mitigation
Executive
Chairman
The economic environment, as impacted by domestic
fiscal tightening and international trade and political
uncertainty, could adversely affect demand in the
hospitality sector. There is a risk that a prolonged
conflict in the Middle East causes a decline in consumer
confidence. Additionally, we are adversely affected by
transport strikes in our city centre sites in particular.
We run a high quality, premium estate with sites located in geographical areas with customer groups who are
typically at higher income levels. We continue to review the composition of our estate, monitor our cash flow and
other economic indicators to ensure we maintain an appropriate level of liquidity.
While we cannot control the economic environment risk, we aim to mitigate it through the execution of our
long-term strategy. In the case of transport strike action we can mitigate the impact to some degree by adjusting
our variable cost base to reduce the impact on our overall profitability.
Risk key:
Decrease Increase No Change
4
11
5
6
1
3
8
9
2
7
10
Likelihood
Impact
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 35
Risk key: Decrease Increase No Change
PRINCIPAL RISKS AND UNCERTAINTIES
CONTINUED
PRINCIPAL RISKS CONTINUED
2
CONSUMER DEMAND SHIFTS
Movement
Owner Description Control and risk mitigation
Marketing
Director
The Group’s ability to anticipate and react to consumer
demand remains key to growing market share.
Consumer demand can be affected by many things
and is constantly evolving – such as the emerging use
of GLP-1, continuing trends towards healthier and more
environmentally sustainable options, and increasing
demand for functional food choices such as high
protein meals.
Visit frequency in hospitality has reduced and customers’
expectations of their experiences are high, including
for premium drinks, an elevated food offer and
skilledservice.
Management monitor and research consumer trends, gather consumer feedback through surveys, online and
social media reviews, customer complaints, purchasing records and basket analysis. This allows us to be focused
in providing the right offer to the right customer while analysing retail pricing and market share data to ensure we
are competitive but still premium. We have recently adopted an AI tool to enhance the insight available from
customer feedback, and our use of digital tools enables us to maximise visit frequency and spend from existing
customers, and to target new ones.
3
INFORMATION TECHNOLOGY CYBER SECURITY
Owner Description Control and risk mitigation
Finance
Director
The Group is increasingly reliant on its information systems
to operate, and trading would be affected by any
significant or prolonged failures and / or data loss. In
addition, cybercriminals are using more sophisticated
techniques, including AI-generated phishing, and nation-
state actors are increasingly activein cyberattacks.
Our IT function has a range of facilities and controls in place to ensure that, in the event of an issue, normal
operation would be restored quickly. These include a formal IT Recovery Plan, online replication of systems and
backup datacentres, and external support for hardware and software. We continue to introduce more preventive
measures to reflect the increased risk. These include external reviews of our IT controls and a range of assessment
and training for all team members who have access to our network.
4
FINANCING
Movement
Owner Description Control and risk mitigation
Finance
Director
Interest rates may 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 has been extended until August 2029, and improved trading continues to increase
covenant 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
debtcover.
Movement
36 Fuller, Smith & Turner P.L.C.
Risk key: Decrease Increase No Change
5
COST INFLATION
Movement
Owner Description Control and risk mitigation
Finance
Director
While there had been some softening of the rate of
increase, the risk of rising input costs across all areas,
including food, drink and utilities, has increased due to
the conflict in the Middle East.
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 are 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 have hedged the
majority of our gas and electricity requirements.
6
EMPLOYMENT COST INFLATION
Movement
Owner Description Control and risk mitigation
Chief
People
Officer
The recent increase in Employers’ National Insurance is
now in effect but staff costs are expected to be impacted
by further changes to the National Living Wage, and the
demand for higher wages due to cost of living increases
and inflation. With increasing costs expected from the
implementation of the Employment Rights Act 2025 we
have evolved this risk to cover more general costs of
employment rather than wage cost specifically. Rising
costs of employment could impact our ability to invest in
our people experience in line with our ambitions.
Continuous improvements to our operational efficiency will help to mitigate the increasing cost of our workforce.
This includes investing in new systems and processes, and in the training and development of our leaders.
We benchmark pay for our pub teams quarterly, and annually for our support centre colleagues.
7
SUPPLY CHAIN
Movement
Owner Description Control and risk mitigation
Chief
Operating
Officer
There is a risk that failure in our food and drink supply
chain may damage customer satisfaction and could
impact the profitability of the Group. Any large-scale
issue with out-of-stock items could have an impact on
trade in our businesses.
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.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 37
PRINCIPAL RISKS AND UNCERTAINTIES
CONTINUED
Risk key: Decrease Increase No Change
PRINCIPAL RISKS CONTINUED
8
RECRUITMENT AND RETENTION
Movement
Owner Description Control and risk mitigation
Chief
People
Officer
The recruitment and retention of high calibre team
members is fundamental to our ability to deliver a
distinctive and premium experience for our customers,
and to support our growth agenda. While recruitment
challenges have eased, 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 a bespoke leadership
programme. We benchmark pay for our pub teams quarterly, and annually for our support centre 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. This is evidenced by the upcoming
promotion of Katie Horner to Chief Financial Officer.
9
HEALTH AND SAFETY
Movement
Owner Description Control and risk mitigation
Chief
Operating
Officer
A failure by Fuller’s to adhere to the highest health and
safety standards resulting in harm to an employee,
customer or other individual at one of our sites could
adversely affect our reputation and goes against
ourpurpose.
We have a comprehensive training programme in place for our employees covering all aspects of health and
safety. All Managed sites complete a risk assessment and are required to undertake detailed weekly and monthly
compliance checks which are then subject to review by our in-house health and safety team. The allergen
procedures we have implemented to manage the risks are continuously reviewed to ensure controls remain
appropriate. We continue to utilise the services of expert third party health and safety consultants to undertake
annual audits covering food, fire and general health and safety risks on all our sites and to perform detailed
investigations in instances where an incident does occur. In addition, our Estates Team executes and monitors a
detailed planned maintenance programme for each of our Managed and Tenanted sites to look after the fabric
of our estate.
10
BUSINESS INTERRUPTION
Movement
Owner Description Control and risk mitigation
Executive
Chairman
A major external event such as a pandemic, natural
disaster or utility failure, for example, could lead to
significant interruption to trade. This could be as a direct
consequence of the event or due to a government
intervention in response that negatively impacts
thebusiness.
Business continuity plans are in place across the sites and in our support centre, where disruption could also
be mitigated by employees’ ability to work remotely. We closely monitor our cash flow to ensure we keep an
appropriate level of liquidity, and maintain flexibility in our customer offering and operational procedures.
38 Fuller, Smith & Turner P.L.C.
Risk key: Decrease Increase No Change
11
SUSTAINABILITY AND ENVIRONMENT
Movement
Owner Description Control and risk mitigation
Chief
Operating
Officer
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 cost inflation and / or product availability which
could lead to reduced revenues and profit. Legislative
changes to support climate change initiatives could
also result in increased operational and estate
costs. How we deal with these issues and our own
commitments to sustainability and the environment
could also impact trust and reputation among
customers, investors and other stakeholders.
The Group has committed to the Net Zero Carbon Roadmap to be Net Zero by 2030 for Scope 1 and 2 and 2040
for Scope 3. We have underpinned this commitment in setting carbon reduction targets out to 2030 in line with the
Science Based Targets initiative’s 1.5 degree scenario. We continue to make progress 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
andplanet.
A programme of changes and initiatives has been identified in our pubs, hotels, support centre and supplier base to
help us grow in a sustainable way.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 39
67,591
tCO
2
e
43%
8%
31%
8%
10%
STREAMLINED ENERGY AND CARBON REPORTING “SECR”
Streamlined Energy and Carbon Reporting
The table below summarises emissions and energy use in recent years:
FY2023 FY2024 FY2025 FY2026
Scope 1 energy consumption kWh 40,972,459 38,470,945 36,215,843 31,277,804
Scope 2 energy consumption kWh 32,767,748 32,907,053 33,591,465 31,860,808
Scope 3 energy consumption kWh 1,025,618 1,034,449 960,141 886,088
Total energy consumption kWh 74,765,826 72,412,447 70 , 767, 4 4 9 64,024,700
Scope 1 emissions tCO
2
e 8,007 7,7 91 7,671 6,587
Scope 2 emissions tCO
2
e 6,336 6,553 6,900.0 5,596
Scope 3 emissions tCO
2
e 253.0 249. 4 2 2 7. 5 212.5
Gross Scope 1, 2 and 3 emissions tCO
2
e 14,597 14,594 14,799 12,396
Net Scope 1, 2 and 3 emissions tCO
2
e
1
8,260 8,147 7,918 6,817
Gross intensity ratio: tCO
2
e / turnover £m 43.4 40.7 39.3 31.2
Net intensity ratio: tCO
2
e / turnover £m 24.5 22.7 21.0 17.1
Calculations have been made in line with HM Government Environmental Reporting Guidelines and the GHG Protocol methodology.
1 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.
Observations
Electricity remains the largest source of energy consumption across
the estate, with gas consumption slightly lower. While gas carries a
higher emissions intensity than electricity, it remains cheaper. The UK
electricity grid emissions factor declined materially in 2025, reducing
the carbon intensity of electricity consumption. Gas-related emissions
have decreased in absolute terms and as a proportion of total
emissions, reflecting continued progress in transitioning away from
gas-dependent kitchen and heating systems. Scope 1 emissions
decreased by 14.1% compared with FY2025. Scope 2 emissions
reduced by 18.9%, driven by lower electricity consumption and the
reduced grid emissions factor. Scope 3 emissions from employee-
owned vehicles fell by 6.6% year on year. Overall, gross intensity
reduced by 20.8% and net intensity by 18.6% versus the previous year,
supported by increased turnover, reductions across all scopes, and
the lower 2025 grid factor. Relative to the 2020 baseline, gross and
net intensity decreased by 40.8% and 67.4% respectively. The business
continues to prioritise reducing energy use and emissions, focusing
on sites dependent on gas, heating oil and LPG. Actions include
kitchen electrification, expansion of voltage optimisation, improved
monitoring and data analysis to target higher-consuming locations,
and staff engagement to embed behavioural change and support
long-term decarbonisation.
Reporting of Scope 3 greenhouse gas (“GHG”) emissions
As part of Fuller’s Net Zero commitment, we continue to report
Scope 3 GHG emissions annually. These emissions, calculated in
line with the Greenhouse Gas Protocol, are presented for FY2026,
FY2025 and the FY2020 baseline year. Total Scope 3 emissions this
year are approximately 2.5% lower than last year. This decrease
reflects improved supplier performance and more efficient resource
use, including reduced purchases of goods such as IT equipment,
coffee machines and furniture, together with lower sourcing of
certain products, including meat, and services such as construction
and cleaning, while maintaining transparency and consistency in
emissions tracking and reporting practices.
Base year
FY2020
Previous year
FY2025
Most recent year
FY2026
Scope 3 GHG emissions tCO
2
e
1
75,974
2
69, 359
2
67, 591
1 These metrics have not undergone external verification or assurance.
2 Fuller’s base year and FY2025 figures have been updated from 66,610 tCO
2
e,
and 61,854 tCO
2
e respectively, further to data and method improvements
enabled by the FY2026 data collection process.
Food and drink
1
29,112
Managed sites
2
6,894
Tenanted sites
3
5,663
Capital goods
and services
4
20,889
Other
4
5,033
TOTAL SCOPE 3 tCO
2
e FY2026
Below is a breakdown of Fuller’s
Scope 3 GHG emissions showing
the key areas of emissions in FY2026.
1 Emissions from procured food and drink,
including transportation.
2 Emissions from stationary gas, electricity,
and company vehicles (not in Scopes 1
and 2) at Managed sites, plus water use,
on-site waste and employee commuting.
3 Emissions from stationary gas and
electricity at Tenanted properties, including
Fuller’s franchises and leased sites.
4 Emissions from disposal of sold products
offsite, business travel, and procurement
and transport of non-food / drink
consumables.
40 Fuller, Smith & Turner P.L.C.
TASK FORCE ON CLIMATERELATED FINANCIAL DISCLOSURES “TCFD”
INTRODUCTION
In what is now our fifth annual TCFD Report, we are pleased to continue reporting in line with the
TCFD framework and provide an update on how we continue to evolve our work in this area.
This year, in addition to our annual review of
our climate-related risks and opportunities,
we have continued the development of
our climate transition plan. We are pleased
to provide an update on this work in this
report, including setting out our strategic
ambition in line with the recommendations
of the Transition Plan Taskforce (“TPT"). This
will guide our approach to delivering on our
commitment to Net Zero, which forms part
of our sector’s wider commitment via the
Zero Carbon Forum.
Managing our climate-related risks and
integrating this work into our broader
approach to risk management remains
an important focus for the Company,
particularly in the ever-changing operating
environment that our Company faces.
With the FCA’s consultation on the UK’s
Sustainability Reporting Standards taking
place between January and March this
year, we are also now looking ahead
at how we will continue to enhance
our approach to sustainability risks and
align with new reporting requirements in
duecourse.
The adjacent table outlines where in this
report you can find our disclosures for each
recommendation of the TCFDframework.
TCFD disclosure recommendations
FY2026
compliance
Page reference for
disclosure
Governance Page 42
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 44 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 Page 47
a. Describe the organisation’s processes for identifying and assessing climate-related risks.
b. Describe the organisation’s processes for managing climate-related risks.
c. Describe how processes for identifying, assessing and managing climate-related risks are integrated
into the organisation’s overall risk management.
Metrics and Targets Pages 47 to 51
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.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 41
Governance
As noted in our previous disclosure, we
evolved our approach to the governance
of sustainability and climate-related matters
last year to better integrate the oversight
and delivery of our TCFD work, climate
transition plan and Life is too good to waste
strategy. This year, we have continued to
apply this approach, supporting enhanced
collaboration and accountability
acrossroles.
The Board
The Board continues to hold overall
responsibility and accountability for the
management of our risks and opportunities,
including our climate-related risks. It
considers our material climate-related issues
when reviewing projects and objectives
(e.g. investment in site redevelopment
or potential acquisitions), with a view to
guiding the Company’s strategy and
supporting its performance in the short
and long term. The Board’s oversight is also
supported by advice and updates from
senior leaders in the Company.
The Audit & Risk Committee supports
the Board in executing this responsibility
through its oversight of our integrated risk
management assurance model and our
TCFD programme of work. The Committee
is briefed on our ongoing TCFD work
where appropriate, with input and advice
provided by relevant senior leaders, such as
our Sustainability and Property Directors.
Executive Team
In line with our overall approach to risk
management governance, the Executive
Team is responsible for operating the
process and serves as the link between our
day to day management of climate-related
matters and the Board’s strategic oversight
of them.
The Chief Operating Officer holds overall
responsibility for sustainability matters and
oversees the delivery of our Life is too good
to waste strategy. The Finance Director
remains the designated Board member
overseeing our TCFD work programme.
The Our Planet Steering Committee,
established last year, oversees all
environmental sustainability and climate
work in the Company, including TCFD and
the development of our climate transition
plan. The Committee is chaired by the Chief
Operating Officer, who is on the Executive
Team and the Board, and it is composed of
senior leaders from across the Company.
The Sustainability Director provides regular
updates to the Committee on the TCFD
work programme throughout the year.
Updates are also provided to the Finance
Director on an annual basis and to the
Audit & Risk Committee as appropriate.
Our approach to the governance
of sustainability and climate-related
matters provides rigorous oversight of risk
management, the development of our
climate transition plan, and delivery against
our targets. By embedding accountability
across the Company, this model has moved
responsibility beyond a single function and
ensured that ownership sits with the teams
that are best placed to drive change.
This structure has enabled more efficient
and effective co-ordination and delivery
against our priorities. Climate-related
considerations are integrated into strategic
and financial planning, ensuring that
sustainability is treated as a core business
issue rather than an add-on.
Senior Leadership Team and
internalstakeholders
As stated previously, the Our Planet Steering
Committee is the key forum through which
we manage the Company’s climate-
related risks and opportunities. Current
members are the Chief Operating Officer
(Chair), Property Director, Food & Drink
Director, Head of Group Tax and Risk,
Tenanted Director, Sustainability Director,
and Assistant Company Secretary.
The Our Planet Working Group, also
established last year, continues to support
the Steering Committee in the operational
delivery of our sustainability strategy.
Chaired by the Chief Operating Officer, the
group brings together representatives from
teams across the Company. The Working
Group meets quarterly and plays a key
role in driving accountability and progress
on core climate-related activity across
theorganisation.
Outside of these forums, our Sustainability
Director leads our day to day work on
sustainability and TCFD. The Sustainability
Director supports the Steering Committee
and Working Group in delivering on our
commitments, and acts as a key link
between the Board, Executive Team and
Senior Leadership Team by providing regular
updates and advice.
TASK FORCE ON CLIMATERELATED FINANCIAL DISCLOSURES
CONTINUED
42 Fuller, Smith & Turner P.L.C.
The Company’s performance against
our sustainability targets and objectives
is described on pages 49 to 51. These
continue to be part of the annual bonus
plan for our Executive Team, further detail
on which is provided on page 89.
Strategy
Our approach to strategy disclosures
As in previous years, we continue to
develop our approach to TCFD and, this
year, we have focused on the development
of our climate transition plan. We see this as
a strategic piece of work for the Company
that will integrate our climate-related risk
and decarbonisation work across the
Company to ensure we remain resilient,
while contributing to the transition to a
low-carbon economy. Further information
on this work is provided in the Metrics and
Targets section.
The Our Planet Steering Committee has
also completed the annual review and
confirmation of the Company’s key
climate-related risks and opportunities.
These risks are defined as those that we
consider potentially material to Fuller’s,
our investors, and our other stakeholders.
This year, following the review, we have
made two key updates to our disclosed
climate-related risks. Firstly, we have added
a new risk: Biodiversity and ecosystem
degradation. We have included this risk in
recognition of the intrinsic links between
nature and climate and that, as a company
operating in the UK food system, we are
fundamentally reliant on biodiversity and
healthy ecosystems for the production of
the quality food that our customers value.
Secondly, we have changed the timeframe
for the risk of Energy price volatility from
‘medium’ to ‘short’ term.
This shift is in recognition of the nearer-term
implications for companies of the UK’s
investment plans for energy generation
and infrastructure, and the increased risk
of global geoeconomic confrontation and
energy supply disruption.
The full list of our climate-related risks,
their potential impacts and our mitigation
activities are set out in the table overleaf.
We continue to approach climate-related
risks in a way that enables the Company
to identify potential risks early, actively
monitor them, and implement appropriate
mitigations. This positions us well to take
advantage of the opportunities that will be
presented by the transition to a low-carbon
economy. See the Risk Management
section of this disclosure for further
information on how we identify, assess and
manage our climate-related risks.
Scenario analysis
In line with our focus on developing a
climate transition plan and defining our
strategic ambition, we have chosen to
delay renewing our scenario analysis this
year. While we set out an intention last year
to complete and report on the update,
we took the decision to pause this work
until further progress was made on the
development of our transition plan. This
decision was made by the Our Planet
Steering Committee to ensure that the latest
thinking and analysis from our transition plan
work could be integrated into the update
of the scenario analysis. Our previous TCFD
disclosures set out the outcomes of our
scenario analysis work to date. With our
transition plan work now progressed, we
intend to revisit and update our scenario
analysis next year to ensure that it remains
relevant and aligned with the continued
development of our transition plan.
Our identified climate-related risks,
opportunities and consideration of
ourresilience
Per our previous disclosures, we have set
out overleaf our key climate-related risks
and how we approach the identification of
our climate-related risks and opportunities.
This approach remains unchanged from
lastyear.
We categorise each risk as either a physical
or transition risk and set out the timeframes
in which we see them potentially
materialising as impacts on our Company.
These timeframes are 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 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
Company across these time horizons. For
each risk, we have set out how we define
them and their potential impact on Fuller’s,
as well as detailing the mitigation activities
we have 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 Company’s strategic and
financial planning. As appropriate for
these risks and given the dynamic nature
of climate change, we continually review
our mitigation strategies to ensure that the
Company’s approach remains resilient to
the potential impacts of climate change.
Based on the approach to climate-related
risks and the information set out above,
each year we consider the Company’s
overall resilience to climate change. We
base this judgement on a consideration
of the risks that we have identified as key
to the Company; the mitigations we have
in place; and the insights gathered from
our TCFD work programme. This year, our
view remains that climate-related risks
do not represent a material concern to
the Company in the short term, and that
there are currently no material concerns
pertaining to the resilience of the Company
or our strategies.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 43
RISKS
Risk How do we define this risk and
see it impacting our Company?
Mitigation activities
Introduction
of a carbon tax
Transition: Policy
Timeframe: Medium
The introduction by the UK Government of
mandatory carbon pricing
This risk could lead to a direct cost to the
Company based on our direct Scope 1 and
Scope 2 operational emissions.
• Our near-term science-based targets were approved by the Science Based Targets initiative
(“SBTi”) in FY2024
• We continue to implement our decarbonisation plans through the ongoing development of a
climate transition plan, setting out targeted interventions and defining our strategic ambition to
guide our approach to achieving these targets
• Recent decarbonisation actions include continued procurement of 100% renewable electricity
supply for our Managed estate and electrification of sites and kitchens where possible.
Legislative changes to support
climate change initiatives
Transition: Policy
Timeframe: Medium
The introduction by the UK Government of
mandatory policies to support the transition
to Net Zero by 2050 (e.g. more stringent legal
requirements for minimum energy performance
standards in commercial properties)
This could result in increased costs as the
Company 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.
• Our approach to managing this risk remains unchanged this year
• Through the implementation of our established climate and broader strategies, we believe the
Company is well positioned to respond to the changing legislative landscape while also continuing
to reduce our impact
• We continue to monitor legislative developments that may impact the Company, and our
Sustainability Director regularly engages with the Executive Team and the Board on how the
Company may need to respond to such changes. We also seek advice and support from external
consultants and industry bodies where appropriate
• Regarding proposed legislation on increased Minimum Energy Efficiency Standards, we are aware
of the current performance of our Tenanted estate and have worked with external energy auditors
to establish the works required to meet and exceed these standards
• We continue to work with our suppliers, following the introduction of extended producer
responsibility (“EPR”) legislation for packaging, to select formats that reduce the environmental
impact of our products. We have also begun work to look at how we can effectively implement
the forthcoming deposit return scheme in 2027.
Energy price volatility
Transition: Market
Timeframe: Short
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.
• The Sustainability Director works closely with the Finance Director and external consultants to set,
and manage, a considered energy trading risk strategy. This approach has enabled us to hedge
up to two years in advance, and therefore effectively manage our exposure to the current energy
market volatility
• As in previous years, we continue to purchase Renewable Energy Guarantees of Origin (“REGOs”)
covering 100% of our Managed estate’s electricity consumption
• This year, we have installed voltage optimisation at 11 of our major Managed estate properties,
reducing our electricity demand by over 7%
• Through our energy efficiency strategy and as part of regular maintenance, we continue to
implement measures across our Managed estate to reduce on-site consumption
• We continue to engage with our Tenanted estate to help them effectively manage their energy
use and costs.
TASK FORCE ON CLIMATERELATED FINANCIAL DISCLOSURES
CONTINUED
44 Fuller, Smith & Turner P.L.C.
RISKS
Risk How do we define this risk and
see it impacting our Company?
Mitigation activities
Increased supply chain disruption
Physical / Transition:
Chronic / Market
Timeframe:
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,
inturn, have an impact on customer demand.
• We continue to pursue a diversified supplier base where appropriate. This enables us to respond
more effectively to potential disruption
• This year, we have undertaken several tenders across key categories and have taken the
opportunity to embed sustainable practices into our contracts. This includes, as per our previous
disclosure, the requirement for suppliers to undertake annual data sharing with us. As part of the
tendering process, we have also engaged with our key suppliers on sustainability issues, including
climate risk, to understand the actions they are taking to address their own impacts and risks. See the
Metrics and Targets section of this disclosure for more detail
• In addition to this detailed work, we believe that our flexible food and drink offering, including
prioritising the use of local and seasonal produce, continues to help prevent over-reliance on any
single product / product category.
Flooding
Physical:
Acute / Chronic
Timeframe: 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 areas prone to flooding and
result in costs for the Company associated with
repairs and business interruption, where these
are not covered by insurance. In the longer
term, the Company 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.
• Our approach to managing flood risk remains unchanged from previous years
• We continue to monitor the risk exposure of our estate at a property level, for both inland and
coastal flooding, and maintain suitable insurance provisions. These provisions are reviewed
annually
• 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.
The Company has also previously invested in these sites to improve their resilience, for example,
through the installation of on-site flood defences
• We continue to review and evaluate our exposure for certain at-risk properties in the medium to
long term and consider how this can be mitigated appropriately.
Water stress
and drought
Physical:
Acute / Chronic
Timeframe: Short
Drought events and / or prolonged periods
of abnormally dry weather leading to
waterscarcity
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 interruption 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.
• Our approach to managing our water consumption and risk remains unchanged this year
• We continue to manage our properties’ water use by proactively identifying and repairing leaks
in partnership with our water consultants. We are also looking at the potential for installing smart
water meters on sites in our Managed estate to better monitor consumption
• We continue to invest in the estate to improve water use efficiency through the installation of low
flow taps, showers, and toilets. We work with our landscaping contractors to minimise the use of
water through the installation of drip watering for hanging baskets and planters.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 45
RISKS
Risk How do we define this risk and
see it impacting our Company?
Mitigation activities
Heat stress
Physical: Chronic
Timeframe: Short
Prolonged periods of abnormally hot weather
affecting the operation of Fuller’s sites
This could affect our Company 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
ourproperties.
• Our approach to managing our heat stress risk remains unchanged this year
• When undertaking site investment and redevelopment works for our Managed estate, we explore,
where appropriate, opportunities for glazing and shading
• We also continue to install air conditioning units in our sites, where appropriate, to mitigate the
impact of heat on both our customers and our people
• Our kitchen electrification programme has also helped to mitigate this risk by lowering the average
temperature in retrofitted kitchens.
Storm damage
Physical: Acute
Timeframe: Medium
Site damage or interruption of service caused by
extreme weather such as high winds, heavy rain
or snowstorms
This risk could lead to increased costs associated
with repairs 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
orunsafe.
• Our approach to managing our storm damage risk remains unchanged this year
• We maintain appropriate insurance provisions and 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.
Biodiversity decline and
ecosystemdegradation
Physical: Chronic
Timeframe: Long
The destruction of natural capital and
degradation of ecosystem services in both
terrestrial and marine ecosystems due to species
extinction or reduction
This risk could lead to reduced freshwater
availability, agricultural yields and the ability
of earth systems to cope with climate-related
risks, in turn potentially affecting both costs and
availability in our sourcing and operations.
• As detailed above, we work across our estate to enhance our resilience to a variety of physical
climate-related risks, and we are confident in our approach to managing these risks
• We have transitioned a portion of our beef supply to Grassroots Farming, which operates a fully
traceable supply chain of ethically produced, high-quality beef with lower carbon impacts and
quantified biodiversity impacts
• We also continue to work with our suppliers, such as The Menu Partners, to encourage regenerative
and low-impact farming practices, which help prevent land degradation, support ecosystem
health, and enhance the resilience of our producers to climate disruption.
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46 Fuller, Smith & Turner P.L.C.
OPPORTUNITIES
Opportunity How do we define this opportunity and see it impacting our Company?
Changing consumer expectations
and demand
Category:
Market / Reputation
Timeframe: Medium
Our Company remains well positioned to respond to changing consumer demands and trends with a flexible menu offering across our estate that is
focused on providing our customers with quality food. The continued implementation of our Life is too good to waste strategy, alongside the evolution
of our menu offering, will ensure we can respond to demand for more sustainable menu options.
The introduction of regenerative beef onto the menus at some of our sites, in partnership with Grassroots Farming, is one example of how we have
already begun to evolve our offering in the Company. We expect that initiatives such as this will maintain our competitiveness in the market and show
that we are responding to changing customer expectations to meet new demands.
Site investment – reduced costs,
increased efficiency
Category: Operations
Timeframe: Medium
Continued investment in our sites to enhance the customer experience remains a strategic priority for the Company, and we utilise opportunities
as part of this investment to increase our sites’ efficiency and lower their impact. We also monitor potential legislative requirements for commercial
properties to ensure that we remain ahead of the curve.
These efforts could realise reductions in our operating costs in the medium to long term. We therefore continue to plan for investment in energy
efficiency measures and the electrification of kitchen equipment and hot water heating in our sites. Not only do these investments mitigate multiple
climate-related risks for Fuller’s, but they also help adapt our Company for the increasingly complex operating environment that we face.
Risk Management
We view the effective management of
our risks as fundamental to achieving 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 identifying, assessing
and managing our climate-related risks
and opportunities continues to work well
for the Company and therefore remains
unchanged this year. We use a framework
for assessing climate-related risks that
aligns with our approach to assessing
wider corporate risks, but with adaptations
to reflect the complex nature of climate-
related risks. We consider climate-related
risks as a subset of our wider corporate
risks, ensuring that they are appropriately
integrated into our corporate risk
assessmentframework.
The Our Planet Steering Committee, with
support from external advisors, continues to
oversee the annual review and assessment of
our identified climate-related risks. This process
includes input from departments across the
Company and the evaluation of risks based
on their potential impact, likelihood and
timeframes. As in previous years, this year’s
review re-examined the findings of last year’s
work to determine whether they remain a
fair and representative view. The results were
shared with the Executive Team and the
Audit & Risk Committee for further input and
appraisal. We found that last year’s disclosure
broadly remains an accurate reflection
of our view of the Company’s relevant
climate-related risks, bar two updates that
we have made in light of recent events and
our ongoing development in this area. This
is reflected in the updates to the risk table,
describedon pages 44 to 46.
We also consider these individual climate-
related risks as part of our broader
assessment of the sustainability- and climate
change-related risk to the Company. This
assessment is captured by the inclusion of
a sustainability and climate change risk
in our corporate risk register (see page
39). It reflects our view of the overall risk
associated with both the climate-related risks
identified in this disclosure as well as other
sustainability-related risks. The Executive
Chairman retains responsibility for this overall
risk, with responsibility for the individual
climate-related risks and opportunities
assigned to the Our Planet Steering
Committee, Sustainability Director and
Executive Team. This top-down and bottom-
up governance approach ensures that we
have comprehensive oversight of risks from
the Board through to our departments.
Metrics and Targets
This year, we are pleased to provide further
updates on our progress against our metrics
and targets in the table overleaf. Per our
Life is too good to waste strategy, we also
continue to track our performance against
several internal metrics such as packaging
volumes, waste processing and destination,
food waste, and electricity, gas, oil and
water consumption.
As noted in last year’s disclosure, we are
also pleased to provide an update this
year in relation to our Net Zero target and
the continued development of our climate
transition plan. Per the recommendations
of the Transition Plan Taskforce (“TPT")
framework, we have defined the Company’s
strategic ambition, which sets out the
overarching narrative for how we will
respond and contribute to the transition to
a low-carbon economy. In developing this
ambition, we identified and assessed the
impacts and dependencies of the Net Zero
transition on our stakeholders, the economy,
wider society and the natural environment.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 47
Fuller’s strategic ambition statement outlines
how we plan to meet the ambition required
to deliver on our Net Zero target while also
enhancing our organisational resilience in
an ever-changing and complex operating
environment (see right).
In tandem with this foundational work
on our transition plan, we have also
continued to develop and enhance
our decarbonisation modelling. This
analysis allows us to explore how different
interventions and decarbonisation
measures in the Company will contribute
towards our Net Zero targets and, in turn,
the implications that this may have for
our risk profile and exposure. As stated
previously, we will integrate findings from this
work into the refresh of our scenario analysis
next year.
FULLER’S STRATEGIC AMBITION
Strategy in action
Our ambition is to achieve Net Zero across
our own operations by 2030 and our
supply chain by 2040.
Through continued strength and growth,
we will invest in the decarbonisation of
our Managed estate, prioritising energy
efficiency, electrification and the use
of renewable energy to deliver carbon
emissions reductions while also taking the
opportunity to enhance our customers’
experience and preserve the heritage of
our estate.
Recognising that the majority of our
carbon emissions sit within our supply
chains for food and drink, we will use
partnerships with suppliers and Tenants
to support them in delivering carbon
reductions and enhancing their resilience
to climate-related risks.
Whether through collaboration on shifting
to lower-emissions alternative ingredients
or supporting producers and farmers to
implement regenerative practices, these
partnerships will support us to reduce
our environmental impact while also
continuing to improve the quality of our
ingredients and menus for customers.
Our 2040 Net Zero target is an ambitious
goal, and we will be dependent on
the actions of our partners and the
government-led UK transition.
To achieve our objectives, we will also be
reliant on several conditions of the natural
environment, including a stable climate,
resilient and biodiverse ecosystems,
abundant freshwater resources, and
healthy soils. As we pursue our path to
NetZero, we will work to reduce our
impacts and contribute to regeneration
inthese areas.
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48 Fuller, Smith & Turner P.L.C.
Metrics and Targets
Target Metric
Relevant climate-related
risk / opportunity Current and historical performance Delivery updates and plans
Maintain and
improve colleague
engagement on
sustainability year
onyear.
Target type: Absolute
Sustainability
engagement
score from annual
colleague survey
(% of colleagues
reporting they feel
informed, engaged,
and empowered
to take action on
sustainability).
Applicable across all climate-
related risks and opportunities.
• Target achieved: In
FY2025, the sustainability
engagement survey received
an 11% response rate, with
respondents reporting an
average engagement
scoreof 6.5.
In FY2026, engagement
increased to 31%, alongside
amarginal improvement in
the average score to 6.6.
• Having delivered our previous targets related to sustainability training for key
colleagues, Board members and senior management, we have updated
this target and metric this year to reflect our ongoing commitment to driving
engagement on the topic across the Company
• Through our Sustainability Champions Network, we continue to share
opportunities for teams to build knowledge and capability on sustainability
themes
– as well as regular updates to colleagues
• We have also developed a course on our Attensi training platform focused
on the impacts of climate change and the actions that colleagues can take,
which all employees are encouraged to complete
• Briefings and updates on sustainability and climate topics will also continue to
be provided to the Board and senior management as appropriate.
Continue to engage
our major food and
drinks suppliers on
their sustainability
strategies and the
development of
their climate risk
mitigation plans.
Target type: Absolute
% of Fuller’s supplier
spend covered
by engagement
with suppliers on
their sustainability
and climate risk
strategies.
Risk:
Increased supply chain disruption.
• Target achieved: In FY2026,
through the tendering
of major food and drink
categories, we successfully
engaged with 91% of our
food and drink supply base
by spend.
• We maintain regular contact with our suppliers on a variety of topics,
including sustainability and climate risk, and monitor and support
theirprogress
• This year, we tendered some of our major procurement categories (meat,
soft drinks, beer, laundry and consumables). In all cases, sustainability metrics
were considered as part of the procurement process, and performance was
fundamental to the selection of suppliers. This new approach has ensured
that our suppliers are there to support us with achieving our Net Zero ambition
• As noted in previous years, we see strong partnerships and collaboration with
our suppliers as a key avenue to ensuring the security of our supply, mitigating
our climate-related risks, and continuing to offer customers the quality that
theyexpect.
In alignment with
WRAP’s Food and
Drink Pact, we
are committed to
reducing the food
waste footprint of
our operations by
50% by 2030 from a
FY2025 base year.
Target type: Absolute
% reduction in
operational food
waste footprint.
Base year: FY2025
Risk:
Legislative changes to support
climate change initiatives.
Opportunity:
Changing consumer
expectations and demand
Site investment
– reduced costs,
increased efficiency.
• Target delivery ongoing: We
are committed to halving
food waste by 2030, based
on an FY2025 baseline of
1,918 tonnes. While there has
been a slight increase due to
the addition of Lovely Pubs,
we are encouraged by the
significant improvements
in food waste segregation
across our sites.
• WRAP’s Food and Drink Pact is a voluntary agreement in the UK food sector
to deliver farm-to-fork reductions in food waste, greenhouse gas (“GHG")
emissions and water stress
• We have now set a benchmark against which we can measure food waste
across our operations
• As part of our efforts to deliver on this commitment, our food team has
developed several initiatives to reduce food waste in the kitchen and
support the focus of our food suppliers on delivering products to the
desiredspecification
• All of our sites now have facilities to recycle food waste
• We continue to redistribute food waste via the Olio app at five locations
• We have also launched training on our Attensi training platform to help our
teams reduce food waste.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 49
Target Metric
Relevant climate-related
risk / opportunity Current and historical performance Delivery updates and plans
We will electrify 20%
of Fuller’s Managed
estate kitchens by
the end of FY2026.
Target type: Absolute
% of Managed
estate kitchens
that have been
electrified
Risk:
Introduction of a carbon tax
Energy price volatility
Legislative changes to support
climate change initiatives
Opportunity:
Site investment
– reduced costs,
increased efficiency
• Target achieved: At the
end of the financial year, 55
kitchens had been retrofitted,
with key kitchen equipment
switched from gas to electric.
This represents 28% of the
Managed estate.
• Last year, this metric was 17% for our Managed estate, so we are pleased to
report that we have surpassed our target this year and will continue to look to
commit to electrification across theCompany
• We also invested this year in our Kitchen Academy in Reading, where we
installed a fully electric training kitchen for our chefs to train in using the
newequipment
• Having now achieved the original target that we set ourselves, we will
report our progress on electrification in the coming years as we continue
implementing our decarbonisation plans.
Net Zero across
our operational
emissions by
2030, and across
our supply chain
by2040.
Target type: Absolute
Scope 1, 2 and 3
GHGemissions
Risk:
Introduction of a carbon tax
Opportunity:
Site investment
– reduced costs,
increased efficiency
Changing consumer
expectations and demand
• Delivered a 16% reduction
in gross operational carbon
emissions in FY2026 (Scope 1
and 2).
• Delivered a 2.5% reduction in
Scope 3 emissions in FY2026
• Please see page 40 for our
GHG emissions figures and
associated intensity metrics.
• As noted above, the continued development of our climate transition plan
and detailed decarbonisation modelling provides the Company with a clear
view on how we can achieve our targets in the short and long term.
• In line with the updates provided elsewhere in this report, we continue to
invest across our estate to reduce our impact through efficiency programmes
andelectrification
• We are also pleased with the successful engagements we have had with our
key suppliers and their commitments to delivering their own Net Zero plans,
which will support our Scope 3 ambitions.
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.
Target type: Absolute
% reduction in our
Scope 1, 2 and 3
GHG emissions
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.
Target type: Absolute
% of electricity
supply covered
by renewable
energy certificates /
instruments / PPAs
Risk:
Introduction of a carbontax
Energy price
Legislative changes to support
climate change initiatives
Opportunity:
Site investment
– reduced costs,
increased efficiency
• Target achieved: We
continue to purchase
REGOs covering 100% of
our Managed estate’s
consumption.
• When setting our energy trading strategy, we continue to consider
opportunities for securing renewable energy supplies for our estate through
mechanisms such as power purchasing agreements (“PPAs")
• Naturally, via the investment programmes in our estate, we also consider the
potential for on-site renewable installations.
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Metrics and Targets continued
50
Fuller, Smith & Turner P.L.C.
Target Metric
Relevant climate-related
risk / opportunity Current and historical performance Delivery updates and plans
By 2030 we aim to
recycle at least 75%
of our operational
waste and divert
100% from landfill.
Target type: Absolute
% of operational
waste that
isrecycled
% of operational
waste that is sent
tolandfill
Risk:
Legislative changes to support
climate change initiatives
Opportunity:
Site investment
– reduced costs,
increased efficiency
Changing consumer
expectations and demand
• Target delivery ongoing /
partially achieved: We have
increased our recycling rate
to 70% at the end of the
financial year, an increase of
5% from last year’s disclosure.
We are also pleased to
confirm that we continue to
divert 100% of our operational
waste from landfill.
• We are pleased with the progress that we have made on this target to
date and are continuing to push ourselves towards the target 75% recycling
rate. As achieving this level of performance becomes incrementally more
challenging at higher levels of recycling, we have refreshed our target this
year to deliver a 75% recycling by 2030. We have already achieved 100%
diversion from landfill and this will be maintained. To achieve this target, we
will continue to implement the programmes and activities that we have
outlined previously
• All of our sites have facilities for recycling food, card, glass and mixed waste
and we have implemented training on re-use and recycling. For food waste
specifically, we have a scheme to segregate waste before recycling and
have provided training to our teams to support measuring and reducing
foodwaste
• We have also been working with our suppliers to reduce the volume
ofpackaging used in distribution and, where possible, switch to
lower-impact formats.
By 2030 we aim to
eliminate the use of
natural gas, oil and
LPG where feasible.
Target type: Absolute
% of sites where
natural gas, oil and
LPG are still used
OR
% reduction in use of
natural gas, oil, and
LPG across sites
Risk:
Introduction of a carbontax
Energy price volatility
Legislative changes to support
climate change initiatives
Opportunity:
Site investment
– reduced costs,
increased efficiency
Changing consumer
expectations and demand
• Target delivery ongoing:
Through our site and kitchen
electrification programme,
we have reduced our
gas consumption by
13% compared to the
previousyear.
• In alignment with our efforts to reduce our impact and electrify our estate, we
continue to pursue opportunities to replace LPG and oil use with new, more
efficient electric systems. Where this is not possible due to building or local
infrastructure constraints, we pursue upgrades for efficiency
• We are pleased to report that this work is delivering significant reductions
in the estate. This year, we refurbished The Chamberlain Hotel and The
Wellington Hotel, delivering significant reductions in excess of 60% of gas
consumption at those sites through the electrification and improvement of our
hot water and heating systems.
By 2030 we aim
to eliminate all
unnecessary plastics
from ouroperations.
Target type: Absolute
% reduction in use of
single-use plastics in
operations
Risk:
Legislative changes to support
climate change initiatives
Opportunity:
Site investment
– reduced costs,
increased efficiency
Changing consumer expectations
and demand
• Target delivery ongoing • We are pleased to report that 23 of our accommodation sites have now been
certified to Green Tourism standards. These standards include requirements to
eliminate single-use plastics, and we are working with our suppliers to make
further progress in this area
• Continued successful implementation of Green Goblet reusable cups for
major events to replace single-use plastic cups
• As outlined above, we are also working with our suppliers to reduce the
volume of packaging in our supply chain.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 51
NONFINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT
The information in this section signposts where the key content requirements of the Non-
Financial and Sustainability Information Statement for FY2026 can be found within this
Annual Report and on Fuller’s website, in compliance with Sections 414CA and 414CB
of the Companies Act 2006.
Our business model can be found on pages 14 to 15.
Where principal risks have been identified in relation to the reporting requirements,
thesecan be found on pages 35 to 39.
Our non-financial key performance indicators can be found on pages 18 to 19 in the
Strategic Report and pages 20 to 23 in the Sustainability Report.
Reporting requirement Description Key policies, standards and frameworks Further information
Environmental
matters, including
climate-related
disclosures
• Our sustainability programme Life is too good to waste reflects our commitment
to taking action on climate change and reducing our impact on the
environment along with working with new suppliers who prioritise sustainability.
• Our disclosures align with the TCFD recommendations and the TCFD-
aligned Companies (Strategic Report) (Climate-related Financial
Disclosure)Regulations.
Sustainability strategy – Our planet
Supplier Code of Conduct
1
Responsible Sourcing Policy
1
Environmental Policy
1
Sustainability Report on
pages 20 to 23
TCFD Report on
pages 41 to 51
Employees
• Our people are key to our success. We are committed to creating a workplace
where safety, care and respect are atitscore.
Sustainability strategy – Our people
Supplier Code of Conduct
1
Whistleblowing Policy
People policies including flexible working, parental leave including
maternity, paternity and adoption leave, mental wellbeing, employee
conduct, recruitment, training and development, healthand safety, and
inclusivity, bullying and harassment
Sustainability Report on
pages 20 to 23
Stakeholder Engagement
on pages 64 to 67
Governance Report on
pages 69 and 80
Social matters
• The development of responsible supply chains, the promotion of a healthy
inclusive culture and supporting our communities are fundamental to the
creation of long-term sustainable value forthe benefit of all stakeholders.
Sustainability strategy – Our people, planet and communities
Supplier Code of Conduct
1
Gender Pay Gap reporting
1
Sustainability Report on
pages 20 to 23
Human rights
• We conduct our business in a way that protects and respects the human rights
of all our stakeholders and we take steps to ensure, as far as possible, that
slavery and human trafficking does not occur in our supply chain andbusiness.
Supplier Code of Conduct
1
Modern Slavery Statement
1
Privacy policies in relation to employees, customers
1
and Tenants
1
Stakeholder Engagement
on pages 64 to 67
Directors’ Report on
pages101 to 103
Anti-corruption and
anti-bribery matters
• We have a zero-tolerance approach to all forms of bribery andcorruption. Anti-Bribery and Corruption Policy (covering gifts and hospitality)
Supplier Code of Conduct
1
Responsible Sourcing Policy
1
Whistleblowing Policy
Governance Report on
pages 69 and 80
1 Available at www.fullers.co.uk
2026 Strategic Report
The Group’s Strategic Report, encompassing pages 8 to 52, was approved by
the Board and signed on its behalf by:
Simon Emeny
Executive Chairman
9 June 2026
Section 172 Compliance Statement
We recognise the importance of effective engagement with all our stakeholders
to ensure that decisions we take support our long-term sustainable growth and the
fulfilment of our purpose. Details of our key stakeholders and how we have engaged
with them can be found on pages 64 to 65. Our Section 172 Statement on pages 66 to
67 outlines how the Directors have acted in line with their statutory duties and includes
principal decisions taken by the Board during the year.
52 Fuller, Smith & Turner P.L.C.
GOVERNANCE
REPORT
Governance Highlights 54
Executive Chairman’s Introduction 56
Board of Directors 58
Board Leadership 60
Board Activities 63
Stakeholder Engagement 64
Culture and the Board 68
Nominations Committee Report 70
Audit & Risk Committee Report 76
Remuneration Committee Report 82
Directors’ Report 101
Directors’ Responsibilities Statement 104
1. Board leadership
and company purpose
Pages
A. Role of the Board 60 to 61
B. Purpose, values, strategy and
culture
4 to 7
18 to 19
68 to 69
C. Board decisions and outcomes 60 and
79
D. Effective stakeholder engagement 64 to 67
E. Workforce policies and practices 69
2. Division of responsibilities Pages
F. Role of the Chair 60
G. Board composition and
responsibilities
61 and
72
H. Time commitment of
Non-Executive Directors
62
I. Support of the Company Secretary 62
3. Composition, succession
and evaluation
Pages
J. Board appointments and
effectivesuccession planning
72 to 73
K. Board skills, experience,
knowledgeand tenure
61 and
72
L. Annual Board evaluation 73 to 74
4. Audit, risk and
internal control
Pages
M. Independence and effectiveness
of internal and external audit
79 to 80
N. Fair, balanced and
understandableassessment of the
company’s position and prospects
81
O. Effective risk management,
internalcontrol framework and
principal risks
32 to 39
and
79
The Board remains committed to
maintaining high standards of corporate
governance and has applied the principles
of the UK Corporate Governance Code
2024 (the “Code”).
Compliance with the Code is monitored
by the Board, and the application of
its principles is explained throughout
this Governance Report. Areas of non-
compliance with the Code are set out
on pages 62.
The Board is working towards full
compliance with Provision 29 of the Code,
which is discussed in the Audit & Risk
Committee Report on page 77.
UK CORPORATE GOVERNANCE CODE
5. Remuneration Pages
P. Linking remuneration to purpose,
values and strategy
85
Q. Summary of Remuneration Policy 86
R. Pay for performance 84
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 53
GOVERNANCE HIGHLIGHTS
HIGHLIGHTS
FROM OUR YEAR
42%
overall participation by
eligible employees in our
SAYE scheme
“ Since joining the Board, I have seen first-
hand that strong governance is driven as
much by our people and culture as it is by
frameworks and controls. When we invest
in capable, values-led leaders and create
an environment where colleagues feel
confident to speak up and act with integrity,
we build a business that is well placed to
deliver long-term, sustainable value for all
ourstakeholders.”
Jane Bednall
Designated Director for Employee Engagement
Our people are at the heart of our
business. Site visits provide the Board with
first-hand insight into our operations, our
team members and the impact we have
within the wider community. They also
give Directors the opportunity to build
relationships across the business and to
develop a deeper understanding of our key
stakeholders, supporting informed decision
making in theboardroom.
BOARD SITE VISITS
THROUGHOUT THE YEAR THE
BOARD CONVENED A NUMBER
OF MEETINGS AT SITES
WITHIN OUR PORTFOLIO.
Read more on pages 61 and 64 to 69
54 Fuller, Smith & Turner P.L.C.
FY2026
FY2025
FY2024
21.20p
19.76p
17.75p
MEETING ATTENDANCE
Board Meetings FY2026
1
Executive Directors
Simon Emeny (Executive Chairman) 8/8
Neil Smith 8/8
Fred Turner 8/8
Dawn Browne 8/8
Non-Executive Directors
Juliette Stacey 8/8
Sir James Fuller Bt 8/8
Richard Fuller 8/8
Robin Rowland 8/8
Jane Bednall
2
8/8
Former Directors
Michael Turner
3
2/2
Helen Jones
2
0/0
1 Includes scheduled and ad hoc meetings.
2 Helen Jones retired on 31 March 2025 and Jane Bednall was appointed on 1 April 2025.
3 Michael Turner retired as Chairman at the conclusion of the AGM on 22July 2025.
PLANNED SUCCESSION
Effective succession planning is essential to maintaining
strong leadership and the long-term sustainable success of
the Company. During the year, the Nominations Committee
continued to build on succession planning undertaken in the
prior year, with a focus on the executive functions.
Katie Horner will be appointed as Chief Financial Officer,
succeeding Neil Smith who is retiring on 30 November 2026.
Her appointment followed a robust internal and external
selection process. In reaching its decision, the Board considered
Katie’s breadth of experience, her in-depth knowledge of the
Company and her proven financial leadership.
A comprehensive handover has been planned to support
continuity, facilitate effective knowledge transfer and ensure
asmooth transition of responsibilities.
increase from FY2025+7.0%
DIVIDEND GROWTH
BOARD
COMPOSITION
As at 28 March 2026
BOARD
GENDER BALANCE
BOARD
TENURE
<3 years
4-6 years
7-9 years
9+ years
2
1
3
3
Executive Chairman
Executive Directors
Non-Executive
Directors
Independent
Non-Executive
Directors
1
3
2
3
Male
Female
67%
33%
Read more on pages 72 and 74
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 55
EXECUTIVE CHAIRMAN’S INTRODUCTION TO GOVERNANCE
GOVERNANCE IS
NOT JUST PROCESS,
IT’S BUILT ON OUR
VALUES AND CULTURE
“FULLER’S HAS AGAIN
DELIVERED A STRONG
PERFORMANCE,
UNDERPINNED BY THE
HIGH STANDARDS OF
CORPORATE GOVERNANCE
THAT REMAIN CENTRAL
TO THE WAY THE BOARD
OPERATES.”
Simon Emeny
Executive Chairman
This is my first introduction to our
Governance Report as Executive
Chairman, following my appointment at
the 2025 AGM. Having served Fuller’s for
many years, I am proud to take on this role
at a time when the business is performing
strongly and is well positioned for the future.
Alongside my appointment, Fred Turner
assumed the role of Chief Operating Officer,
and a key priority for the Board has been to
support both transitions to ensure an orderly
handover of responsibilities, continuity of
leadership and clear alignment between
the Board and Executive Team. I would like
to thank Michael Turner for his exceptional
leadership and longstanding contribution
to Fuller’s over many decades.
In addition to these leadership changes,
Board and executive succession planning
remained a key focus for the Nominations
Committee during the year. We were
pleased to welcome Jane Bednall to
the Board as a Non-Executive Director
on 1 April2025. Jane brings a wealth
of experience and skills from both an
executive and non-executive perspective
across consumer-led companies.
ON BEHALF OF THE BOARD,
IAM PLEASED TO PRESENT
OUR GOVERNANCE REPORT
FOR THE YEAR ENDED
28 MARCH 2026.
Against an increasingly challenging
macroeconomic and political backdrop,
Fuller’s has again delivered a strong
performance, underpinned by the high
standards of corporate governance that
remain central to the way the Board
operates. These standards support effective
decision making, constructive challenge
and the Company’s sustainable long-term
success for the benefit of shareholders and
our wider stakeholders.
56 Fuller, Smith & Turner P.L.C.
The Nominations Committee also oversaw
a comprehensive internal and external
search process for Neil Smith’s successor
and, as we entered the new financial year,
announced that Katie Horner, currently
Fuller’s Head of Finance, will succeed Neil
as the Chief Financial Officer following his
retirement on 30 November 2026. More
information about the Chief Financial
Officer search process is set out on page74.
The Audit & Risk Committee and
Remuneration Committee have also
undertaken substantial work during the year,
and more detail on their principal activities
is set out on pages 76 to 100.
Further information about our governance
structure and engagement with stakeholders
can be found on pages 60 to 61 and 64
to 65. You can also read more about our
compliance with the Code on page 62.
As a people-focused business, regular
engagement with our teams plays an
important role in supporting our culture
and long-term success. During the year, the
Board met regularly, both at our support
centre, Pier House, and in our pubs and
hotels, creating valuable opportunities
to hear directly from team members
about what matters to them and the
day-to-day challenges they face. In her
role as Designated Director for Employee
Engagement, Jane Bednall has also spent
time with colleagues across the business
by attending various listening forums and
reviewing insights from employee surveys
and My Voice, our online employee
platform. All of these insights play an
integral part in shaping our culture and you
can read more on pages 68 and 69.
We apply the same high standards of
governance when it comes to our Life is too
good to waste sustainability programme
too. This important work is led by our Chief
Operating Officer, Fred Turner, at Board
level, with the main direction and actions
set by the Our Planet Steering Committee.
The team monitor, direct and report on our
approach to sustainability across people,
planet and communities. We have been
making good progress and included in
this year’s Annual Report is our fifth TCFD
report. We regularly receive updates from
the Sustainability Director on delivery of our
climate-related disclosures, transition plan
and wider sustainability strategy. Further
information is set out on pages 41 to 51.
Our AGM will take place at The George IV
in Chiswick, London, on 21 July 2026 and,
together with my Board colleagues, I look
forward to welcoming shareholders and
answering any questions.
As we move into the new financial year,
I am confident that the Board brings
the right balance of skills, experience,
independence and knowledge to
support the delivery of Fuller’s purpose
and strategy for the long-term success for
all stakeholders. I would like to thank my
Board colleagues and our teams across
Fuller’s for their continued commitment and
contribution, and I look forward to the year
ahead with confidence.
Simon Emeny
Executive Chairman
9 June 2026
THE PERFECT SERVE
Strategy in action
We recently re-tendered our spirits range
– with the new range designed with our
customers in mind. Deciding the perfect
range by proposition and customer
type was led by the role of the product
– such as a super-premium tequila with
great provenance. Customer insight
shaped the decisions around brands –
for example, Bombay Sapphire was the
most popular gin, of its competitor set,
with our customers.
Consumer insights showed us that our
customers enjoy a margarita more than
the average UK pub customers. With the
growth in super-premium tequila, we
introduced a margarita menu including
flavours and premium upgrades made
with Patrón Tequila.
We equipped our teams with the
knowledge to serve the new super-
premium spirits. We worked with our
suppliers to engage and inspire our
teams through training immersion
days – which were filmed to create
videos for our training platform, Attensi.
We launched the training alongside
incentives to further engage our teams,
which led to an increase in sales.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 57
N
1310756 4 8 9 2
BOARD OF DIRECTORS
EXECUTIVE DIRECTORSEXECUTIVE CHAIRMAN
Date appointed to the Board: November 2021
Experience: Neil has extensive financial experience in hospitality
and consumer-focused businesses, as well as has strong commercial
expertise, including business and strategic development. He
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.
He qualified as a Chartered Accountant with PwC LLP.
Key external appointments: None
NEIL SMITH
FINANCE DIRECTOR
Date appointed to the Board: May 1998
Experience: Simon brings extensive commercial and strategic
leadership experience across consumer-facing businesses, together
with a deep understanding of Fuller’s. He joined the Company in 1996
from Bass plc and, having been appointed to the Board in 1998, has
held a number of senior leadership roles including Managing Director
of Fuller’s Inns, Group Managing Director and Chief Executive, before
being appointed Executive Chairman, the first non-family Chairman
in Fuller’s history, in July 2025. His previous Non-Executive roles
include Senior Independent Director and Chair of the Remuneration
Committee at Dunelm Group plc, and Non-Executive Director of
the National Gallery Company Limited. Simon holds a degree in
Economics and is an alumnus of Harvard Business School.
Key external appointments: Non-Executive Director of UKHospitality
and Senior Independent Director of WH Smith PLC.
SIMON EMENY
EXECUTIVE CHAIRMAN
1 2 3
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. He joined the Company in 2013 as an Operations
Manager for Fuller’s Inns and was appointed Head of Tenanted
Operations in September 2015, Tenanted Director in February 2018,
Retail Director in June 2019 and Chief Operating Officer in July 2025.
Fred is the Board-nominated sponsor for sustainability. He qualified
as a Chartered Accountant with Grant Thornton UK LLP and is a civil
engineering graduate.
Key external appointments: None
FRED TURNER
CHIEF OPERATING OFFICER
DAWN BROWNE
CHIEF PEOPLE OFFICER
4
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.
She 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.
She became People & Talent Director (now Chief People Officer)
in 2019, joining the Board in July 2023. 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
Changes after FY2026
Katie Horner will join the Board on 1 September 2026
and, following Neil Smith’s retirement on 30 November 2026,
she will be appointed Chief Financial Officer.
58 Fuller, Smith & Turner P.L.C.
RNA
N
RNA
RNA
5
NON-EXECUTIVE DIRECTORS
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. Juliette was formerly Chief Executive of Mabey
Holdings Limited, Chief Operating Officer (UK and Europe) and
Finance Director (Commercial UK) of Savills plc. She qualified as a
Chartered Accountant with Ernst & Young LLP.
Key external appointments: Senior Independent Director and Chair of
the Audit Committees of Renishaw PLC and Sanderson Design Group
plc, and Non-Executive Director of Hardwicke Investments Limited
and one of its trading subsidiaries, Willmott Dixon Holdings Limited.
Director of Middleton Advisors Trustees Limited.
JULIETTE STACEY
SENIOR INDEPENDENT
NON-EXECUTIVE DIRECTOR
6
Date appointed to the Board: June 2010
Experience: Sir James has a deep understanding of the Fuller’s
business and provides a key link with family shareholders. He served
in The Life Guards from 1991 to 1998. Sir James was 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
SIR JAMES FULLER, BT
NON-EXECUTIVE DIRECTOR
7
Date appointed to the Board: December 2009
Experience: Richard has an exceptional understanding of the Fuller’s
business and operations, having worked for the Company since 1984.
He was appointed a Divisional Director in 1992 and to the Board in
December 2009, with responsibility initially for sales then, additionally,
HR, corporate affairs and government relations. Richard became a
Non-Executive Director in February 2020. He is an alumnus of Harvard
Business School and was Master of the Worshipful Company of Brewers
2020 to 2022.
Key external appointments: Non-Executive Chair of Kempton Park
Racecourse. Member of the Board of Stewards of The Jockey Club.
RICHARD FULLER
NON-EXECUTIVE DIRECTOR
8
9
Date appointed to the Board: January 2021
Experience: Rachel is an experienced Company Secretary
and has significant corporate governance, regulatory and
compliance expertise. Previously held positions at a number
of other listed companies, including Invensys PLC, Aldermore
Group PLC (both the listed entity and the regulated bank) and
Clarkson PLC. Rachel is a Fellow of the Chartered Governance
Institute. She serves as a trustee to the Fuller, Smith & Turner
Pension Plan.
Key external appointments: None
RACHEL SPENCER
COMPANY SECRETARY
10
Date appointed to the Board: March 2020
Experience: Robin brings over 40 years’ experience in the restaurant
and food and beverage sectors, and has strong financial and
commercial expertise, and business and strategic development
experience. He was previously Chairman and Chief Executive of YO!
Sushi, a Non-Executive Director of Marstons PLC and Tortilla. Robin was
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 six
portfolio companies: Mowgli, Pho, Rosa Thai, Rosa Mexicano (USA),
Thunderbird Chicken and Flat Iron. Non-Executive Director of Caffè
Nero and UKHospitality.
ROBIN ROWLAND, OBE
INDEPENDENT
NON-EXECUTIVE DIRECTOR
JANE BEDNALL
INDEPENDENT
NON-EXECUTIVE DIRECTOR
Date appointed to the Board: April 2025
Experience: Jane brings a strong marketing and commercial
background in customer-facing companies and has valuable non-
executive director experience. She is the Designated Director for
Employee Engagement. Jane was formerly Chief Marketing Officer for
SSE plc, and prior to that held global senior leadership positions with
InterContinental Hotels Group plc and British Airways plc. She was also
a Non-Executive Director at Enterprise Inns plc and DFS Furniture plc.
Key external appointments: Non-Executive Director of CVS Group
plc. Advisor to AustralianSuper and Non-Executive Director of the
Kings Cross Group where she also acts as Chair of the Remuneration,
People and CultureCommittee.
Key to Committee membership:
A
Audit & Risk
Committee
N
Nominations
Committee
R
Remuneration
Committee
Committee
Chair
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 59
BOARD LEADERSHIP
Our governance framework is designed to promote effective decision making, accountability and
appropriate oversight by the Board and its Committees. It is underpinned by robust controls that
support the long-term sustainable success of the Company.
Board leadership and
company purpose
Effective Board
Led by the Executive Chairman, the Board is
collectively responsible to our shareholders
for the performance and long-term
sustainable success of the Company, as
well as our other stakeholders for the wider
impact we have. Details about our key
stakeholders and our engagement with
them is set out on pages 64 to 65, together
with our Section 172 Statement on pages 66
to 67 which explains how we consider them
during the decision-making process.
The Board’s role includes the development,
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 Company’s systems of
internal controls, governance and risk
management, and ensuring that the
appropriate resources are in place to
deliver these.
We have a well established governance
framework in place that defines structures
and processes and enables effective
decision making, allowing the Board to
meet its objectives.
An overview of the governance framework
is set out on the left and more information
on roles and responsibilities can be found
on our website.
We have a formal schedule of matters
reserved for the Board and, where
appropriate, the Board has delegated
some of its responsibilities to mandated
Committees, each of which operates
under written terms of reference approved
by the Board which are reviewed on an
annualbasis. Reports from Committee
Chairs, on their activities, are provided
to the Board following each meeting,
Read more about the key Board roles and responsibilities at:
www.fullers.co.uk/corporate/about-us/governance/governance-documents
Executive Team
Work with the Executive
Chairman in the
performance of his duties
Audit & Risk
Committee
Monitors financial reporting,
manages external auditor
relationship and oversees
the effectiveness of risk
management and internal
control systems
Read more on pages 76 to 81
Approvals Committee
Reviews and approves
central costs, support
centre staff changes and
key supplier contracts
Nominations
Committee
Leads the process for the
appointment of Directors,
succession planning,
Board composition and
overseeing diversity and
inclusion initiatives
Read more on pages 70 to 75
Investment Committee
Reviews and approves
capital related projects
andinvestments
Remuneration
Committee
Sets the Remuneration
Policy for the Executive
Chairman and Executive
Directors and reviews the
remuneration framework for
other senior management
Read more on pages 82 to 100
Sustainability Committees
Develop and monitor the
Company’s sustainability
strategy around our people,
communities and planet
Executive Chairman
Senior
Independent
Director
Non-Executive
Directors
Executive
Directors
Company
Secretary
Board Committees
Board of Directors
Read more on pages 58 to 59
60 Fuller, Smith & Turner P.L.C.
andminutes of the Committee meetings
are made available to Board members
(except where there is a conflict of interest
in respect of a particularmatter).
Board meetings enjoy open dialogue
and constructive challenge on all issues
is encouraged. In advance of meetings,
papers are circulated to ensure the Board
is fully briefed with enough time for any
questions to be raised. A tracking system
monitored by the Company Secretary
ensures that key actions arising from
meetings are completed. The Board
delegates all operational matters and
execution of the strategy to the Executive
Team which currently comprises the
Executive Directors, and the Marketing
Director and Property Director.
As set out in the governance framework
on page 60, a number of sub-committees
report into the Executive Team 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 sustainability strategy.
Regular updates from these sub-committees
are reported to the Executive Team
throughout the year.
We hold at least six Board meetings a year,
with additional meetings scheduled as
required. The meetings are held in-person
both at the support centre, Pier House,
and also out within the estate, which
provides an opportunity to gain a deeper
understanding of the business and to build
relationships with our people. Board calls
are also scheduled to provide business
updates between meetings when required.
An annual programme of agenda items
is agreed in advance of the start of the
financial year and is a combination of
matters reserved for the Board, strategic
objectives and the financial calendar. This
creates a clear framework to ensure that
key matters and strategic decisions are
addressed in a timely manner. Board and
Committee agendas are managed by the
Company Secretary in consultation with the
Executive Chairman.
The programme covers a broad range of
updates from the Executive Chairman,
each of the Executive Directors and the
Company Secretary on matters for which
they are responsible. Presentations from the
Executive Team and senior management
are also scheduled to ensure the Board
has regular exposure to talent across the
business and meaningful engagement on
strategic priorities and key areas of focus.
Where appropriate, external presenters
are also invited to provide independent
perspectives and wider market insight,
helping to inform and challenge the
Board’s thinking. Further details of the
presentations received during the year
are set out on page 63. Together, these
sessions provide valuable insight into our
stakeholders, enable constructive feedback
and challenge, and, in the case of internal
presenters, support their development.
Every year we ensure that we take a few
days out of the business to complete an
in-depth review of the Company’s strategy,
which includes, among other things,
discussions about market trends, consumer
outlook, competitor landscape and
capitalstructure.
This year, the strategy session was held
over two days in South West London and
we took the opportunity to visit competitor
sites. 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 and consumer outlook, customer
profiles and investor considerations.
In addition to discussions at Board meetings,
the independent Non-Executive Directors
meet separately, under the leadership of
the Senior Independent Director, without
the Executive Directors or the other Non-
Executive Directors being present. The
Executive Chairman maintains regular
contact with Directors ahead of meetings
to ensure that they are appropriately
briefed and able to raise any matters
they wish to be considered. He also meets
informally with all the Non-Executive
Directors outside the formal meeting cycle,
including over dinners and other occasions.
The Senior Independent Director provides
support and acts as a sounding board to
the Executive Chairman.
Division of responsibilities
Board balance and independence
The Board currently comprises the Executive
Chairman, three other Executive Directors,
and five Non-Executive Directors, of
whom two, Sir James Fuller Bt and Richard
Fuller, are family members. Three of the
Non-Executive Directors are deemed
independent under the Code and are
experienced business leaders. Collectively,
the Non-Executive Directors, the Executive
Chairman and the Executive Directors,
bring a depth of skills and experience
to theBoard, as shown in the chart on
theright.
Board skills and experience
Number of Directors who have at least
good experience in that area, as at
28March 2026:
Although fewer than half of the Board,
excluding the Executive Chairman, are
independent Non-Executive Directors,
the Board considers its composition to
be appropriately balanced for the size
of the Company. The Board considers
representation of the founding families to
be important in a company with a high
proportion of family shareholders. The
Directors agree that no one individual
dominates discussions and that each
makesa full and positive contribution.
Executive/boardroom
experience
Sector experience
Finance
Property
People
Risk
Legal, sustainability and
shareholders
Technology
Strategy, business model
and operations
5 55
8
5
6 6
7 7
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 61
BOARD LEADERSHIP
CONTINUED
Division of responsibilities continued
Board and Committee structure
The Board has overall responsibility for governance across the
Company as set out in the governance framework on page
60. There is a clear division of responsibilities between the roles
of Executive Chairman, Chief Operating Officer and Senior
Independent Director which are documented and can be
found on our website, along with the terms of reference of the
Board Committees.
Time commitment
The Directors continue to demonstrate that they can
devote sufficient time to their roles to ensure they meet their
responsibilities. Directors must seek permission before accepting
any external appointments so that, among other things,
the Board can be satisfied that they will continue to have
sufficient time available to devote to the Company. Further,
the Nominations Committee considers the time commitments
of proposed candidates prior to appointment to the Board to
ensure that they are able to dedicate sufficient time to the role.
Conflicts of interest
The Board has procedures in place for managing conflicts of
interest. If a Director or any of their connected persons becomes
aware they may have an interest that conflicts, or may possibly
conflict, with the interests of the Company, they are required
to notify the Board for consideration and, if appropriate, its
approval. The Board may impose certain limits or conditions
when giving authorisation. The Company Secretary maintains a
Register of Authorised Conflicts of Interest which is reviewed at
least annually by the Nominations Committee and procedures
reconfirmed. Directors have a continuing duty to update any
changes to their conflicts of interest.
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
asDirectors.
The Company Secretary is responsible to the Board for ensuring
that Board procedures are complied with. The Directors are
satisfied that any concerns they raise at Board meetings are
recorded in the minutes. The Company maintains appropriate
insurance cover in respect of legal action against its Directors
and Officers.
Statement of Compliance with the UK Corporate Governance Code 2024 (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 Company – 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. Theseare 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
9 The Chairman was
not independent on
appointment and
the role of Chairman
and Chief Executive
are exercised by the
same person.
Although the Executive Chairman was not independent on
appointment, the Board considers the current leadership
structure to be appropriate given his deep knowledge of the
business, proven track record and ability to provide continuity
following the previous Chairman’s retirement. The Senior
Independent Director supports the Executive Chairman and
serves as a sounding board.
11 At least half of the
Board, excluding the
Chairman, are not
independent Non-
Executive Directors.
The Board considers its membership is well balanced, with
the appropriate mix of skills and experience – see pages 58
to 59 and page 61. The presence of Non-Executive Directors
who are long-standing family shareholders is important to 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,
all Directors are subject to election byshareholders 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 informs
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, ownership structure and history,
the Board has not adopted annual re-election of Directors but
will keep this requirement underreview.
Principle 5:
Remuneration
39 Pension contribution
rates for the Executive
Chairman and Chief
Operating Officer
are not aligned with
those available to the
workforce.
Given the pension rate for the Executive Chairman and
Chief Operating Officer represents an existing contractual
commitment, the Board does not consider it appropriate
to make a reduction at this stage. The rate for the Chief
People Officer, who was appointed in July 2023, is aligned
with the rate of pension that is available to the majority of the
Company’s employees.
Pages 53 to 103 explain how we have complied with and applied the Code during the year.
62 Fuller, Smith & Turner P.L.C.
BOARD ACTIVITIES
The Board reviews key strategic
matters on a regular basis and the
timeline on this page shows the
key activities during FY2026
to date. Alongside these matters,
the Board’s annual planner
includes regular updates on
operational and governance
matters, updates from Committee
Chairs, management accounts,
health and safety reports and
employee engagement updates.
Board activities timeline
Strategic priorities Stakeholders
Q1 FY2026
FY2025 results announcement (including final dividend) and Annual Report approved
FY2026 budget and three-year plan approved
New share buyback programme to repurchase 1 million “A” Ordinary Shares announced
Jane Bednall appointed as new independent Non-Executive Director
Robin Rowland appointed Chair of Remuneration Committee
Q2 FY2026
Retirement of Michael Turner and appointment of Simon Emeny as Executive Chairman
Promotion of Fred Turner to Chief Operating Officer
Update on Tenanted division
Q3 FY2026
Strategy Board away days with focus on strategy and long-term vision
FY2026 interim results announcement, including risk review and interim dividend
Presentation from key institutional shareholder
Review of Destination Food division
Q4 FY2026
Extension of share buyback programme to repurchase further 1 million “A” Ordinary Shares
Review of food and drink strategy
Health and safety update
FY2027 budget and three-year plan approved
Board performance review conducted
Marketing update focusing on customer-led strategies
Cyber security update
Board succession planning: approved retirement of Neil Smith, Finance Director, and
appointment of Katie Horner as new Chief Financial Officer
Jane Bednall re-appointed as independent Non-Executive Director
Extension of bank facilities
Q1 FY2027
FY2026 results announcement (including final dividend) and Annual Report approved
Update from Company brokers
Presentation on eating habits and consumer behaviours
Stakeholder key:
People
Customers
Communities
Tenants
Suppliers
Shareholders
Strategic priorities key:
Delight our customers
Inspire our people
Enhance our estate
Evolve our business
Own our impact
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 63
STAKEHOLDER ENGAGEMENT
MEETING THE NEEDS OF STAKEHOLDERS
We recognise that maintaining strong relationships
with all our stakeholders ensures we understand their
different needs when making decisions to drive our
strategy and create long-term value.
We set out below our principal stakeholders and explain how we interact
with them and summarise some of the outcomes of our engagement.
Additional information which is set out in our Section 172 Statement
on pages 66 to 67 explains how we take into account all stakeholder
considerations in our duty to promote the success of the Company.
Throughout the Annual Report you will also seestories about our strategy
in action.
P
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Stakeholder engagement in action
Stakeholder Why we engage Engagement methods Outcomes
Our people are central to delivering our
strategy, culture and guest experience.
Engaging with them helps us understand
their views, supports wellbeing and
development, and to attract and retain
talented team members.
• Regular dialogue through our various engagement
platforms, listening forums and colleague network groups
• My Voice, a dedicated route for immediate
employeefeedback
• Annual employee survey
• Regular visits by the Board to our sites
• Interactions with the Designated Director for
EmployeeEngagement
• Employee voices are heard and considered
in the boardroom
• Bespoke action plans have been
implemented for team members in our
Managed Pubs and Hotels and support
centre, including the launch of the
Call
Time On It
campaign to ensure people feel
respected, safe andsupported
Read more about our culture and actions
that we have taken throughout the year on
pages 68 to 69.
Understanding our customers’ needs and
expectations helps us create memorable
experiences, strengthen loyalty, and
ensure our offer remains relevant,
differentiated and aligned to changing
consumer behaviour.
• Interactions with our customers out in the business
• Sentiment scores and customer feedback surveys
aremonitored
• In-depth customer research takes place to better
understand the requirements and behaviour of
ourcustomers
• Memorable experiences are provided to
the thousands of people who visit our pubs
and hotels each week
• Following detailed customer focus work,
wealigned our Managed estate around
our most valuable customer groups
• Sentiment scores have increased by 6.3%
PEOPLE
CUSTOMERS
64 Fuller, Smith & Turner P.L.C.
Stakeholder engagement in action continued
Stakeholder Why we engage Engagement methods Outcomes
We aim to make a positive contribution to
the communities we serve. Engaging with
local communities helps us understand
our impact, build trusted relationships
andsupports responsible, sustainable
long-term growth.
• Our Sustainability Committees ensure we minimise our
impact by driving sustainability initiatives across the
Company, considering our local communities and
supporting worthy causes
• Our Board-nominated sponsor for sustainability regularly
reports on progression against our sustainability targets to
the Board and Executive Team
• A strong collaboration with our charity partner of over
eight years – Special Olympics GB
• Guidance and support for pubs to get
involved with local community groups
andcharities
• We are on target to meet our Net Zero
commitments and we have already
reduced our operational emissions by
79%against our 2020 baseline
• Since our partnership began in 2018, we
have raised £1.1m for Special Olympics GB
Our Tenants are important long-term
partners in our business. Engagement
helps us understand the opportunities and
challenges they face, provide effective
support and protect the strength and
individuality of our Tenanted estate.
• Our Tenanted division is overseen by the Tenanted
Director who ensures our Tenants embody Fuller’s values
• Annual updates from the Tenanted Director are provided
to the Board and Executive Team
• A dedicated team of Business Development Managers
support our Tenants
• Our Tenants use their individuality to run
successful businesses
• Average profitability of our Tenanted estate
has improved by 4.6%
Strong relationships with suppliers help
us secure quality, continuity of supply
and value, while supporting responsible
sourcing and ensuring our supply chain
remains resilient. We expect our suppliers to
share our standards and operate with the
same responsible business approach.
• Regular meetings held between the senior management
team and key suppliers to maintain an open
communication regarding our values and expectations,
and to build strategic relationships
• Our Board-nominated sponsor for sustainability leads the
Sustainability Committees on behalf of the Executive
Team and ensures our supply chain and sustainability
strategies are aligned
• Programme of annual meetings held which
has provided output to help develop
supplier strategy and 18-month rolling
tender plan
• Enhanced supplier governance
implemented, including the launch of a
Supplier Code of Conduct and the roll out
of updated onboarding processes which
have provided us with more knowledge
and understanding of our suppliers
Engagement with our shareholders helps us
understand investor perspectives, maintain
trust in our strategy and governance, and
support transparent communication on
performance, capital allocation and long-
term value creation.
• Half year and full year results, together with trading
updates announced to the market
• Investor roadshows and meetings with institutional
investors are held throughout the year
• Sir James Fuller Bt is the designated contact for family
shareholders and support is also provided by the
Company Secretariat team
• Shareholder engagement through the Annual General
Meeting and the Company’s website
• Capital Market days which are held byinvitation
• Regular dialogue with shareholders
throughout the year enabledinvestors
to discuss questions and raise
concernsdirectly
• All resolutions passed at the 2025 AGM with
at least 96.89% votes in favour and 67.99%
of the total issued capital voted
COMMUNITIES
TENANTS
SUPPLIERS
SHAREHOLDERS
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 65
STAKEHOLDER ENGAGEMENT
CONTINUED
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 essential to our culture.
The likely consequences of any decision
in the long term
As a business that celebrated 180 years last year, we have always
approached our strategy and decision making with a long-term view.
It is an important part of our culture, asking what’s next?, and ensuring
we truly understand the consequences of any decisions we make. It is
at the heart of what we do.
The interest of the
Company’s employees
Our team members are such an integral part of our business. We
work to create a safe working environment, provide development
opportunities and ensure diversity, equity and inclusion is at the core
of what we do. You can read more about how we engage with our
employees on page 64 and pages 68 to 69.
The need to foster the Company’s business relationship
with Tenants, suppliers, customers and others
The relationships with our Tenants, suppliers, customers and industry
bodies are important to the success of our business and we work hard
to make these relationships a success. This not only benefits our business
– we believe in a partnership where both parties are successful. You can
read more about how we foster our relationships on page 65.
The impact of the Company’s operations on the
community and the environment
Our Life is too good to waste programme is at the heart of what we do.
Through our commitment to Net Zero, giving back to our communities
and our special partnership with our charity partner Special Olympics
GB, we want to give back into our communities where possible. More
details can be found on pages 20 to 23.
The need to act fairly as between members
of the Company
We embrace our unique capital structure, being partly listed, and
we have always managed to balance both family, private and
institutional shareholder views.
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. The table on
the right summarises the statutory Section
172 duties Directors considered during the
year.
A
D
B
E
C
F
SECTION 172 DUTIES
66 Fuller, Smith & Turner P.L.C.
CAPITAL ALLOCATION
FRAMEWORK
Factors considered:
EXTENSION
OF BANK FACILITIES
Factors considered:
PRINCIPAL DECISIONS TAKEN DURING THE YEAR
A B C E F
A B C E F
The Board has a disciplined approach to capital allocation through an
established framework. During the year, it considered how best to balance
investment in the pub and hotel estate, returns to shareholders through the
dividend, and the continuation of the share buyback programme, while
maintaining financial discipline, balance sheet strength and flexibility to
support future growth.
In its deliberations, the Board considered the importance of continuing
to invest in the quality, appeal and sustainability of the estate in order to
protect and enhance its capital value, evolve the customer proposition
and support future growth. The benefit of providing sustainable returns to
shareholders through a progressive dividend and continuation of the share
buyback programme which, combined with the increase in profits, has
resulted in a 38% increase in adjusted earnings per share.
The Board had regard to the interests of shareholders to drive strong returns,
while also recognising the importance to customers, employees, tenants,
suppliers and local communities of continued investment in high quality,
well-maintained and evolving pubs and hotels. In doing so, the Board sought
to maintain an approach that supported both near-term returns and the
long-term resilience, attractiveness and competitiveness of the business.
This balanced capital allocation approach has supported investment,
strengthened the quality and value of the estate, maintained shareholder
confidence and promoted the long-term sustainable success of the
Company.
As noted in the 2025 Annual Report and Accounts, the Company entered
into a new £185 million bank facility in March 2025, with an initial maturity of
August 2028. As part of the agreement, the Company had two windows to
approach the banks to extend the facilities for an extra year.
During the year, the Board decided to approach the Company’s banks to
extend those facilities by a further year. In reaching its decision, the Board
agreed that exercising the extension option would offer the optimal solution,
and provide high certainty on retaining market-leading terms at a low cost,
while increasing certainty over the duration of the facilities.
Lenders were supportive of granting the extension request given Fuller’s
strong banking relationships, credit quality and track record.
The facilities continue to provide appropriate liquidity and headroom to
support investment in the estate and future growth opportunities, while
further strengthening the Company’s financial resilience in support of its long-
term strategy. In reaching its decision, the Board had regard to the interests
of shareholders, employees and lenders, recognising the importance of a
resilient financial position in underpinning long-term sustainable growth.
CHIEF FINANCIAL
OFFICER SUCCESSION
Factors considered:
A B C D
As noted on page 70, following notification from Neil Smith of his intention
to retire by the end of 2026, reflecting the importance of stable financial
leadership to the delivery of the Company’s strategy and long-term success,
the Nominations Committee led a structured succession process. This
included a comprehensive internal and external search, and assessment
against the Company’s strategic requirements.
Having considered the outcome of that process, the Board approved
the appointment of Katie Horner, currently Head of Finance, as a Director
with effect from 1 September 2026 and her succession as Chief Financial
Officer on 1 December 2026. In reaching its decision, the Board considered
the need for an orderly transition, the maintenance of strong financial
stewardship and governance, and the importance of supporting the
continued development and retention of internal talent.
Particular weight was given to Katie’s proven track record within the
business, her experience across significant corporate transactions, and the
benefit of preserving business knowledge and continuity during a planned
leadership transition. The Board also had regard to the interests of colleagues
and shareholders in maintaining leadership stability and confidence through
the succession process.
The Board concluded that this appointment would support continuity,
reinforce the Company’s leadership pipeline and promote the long-term
sustainable success of the Company through stable and effective financial
leadership.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 67
CULTURE AND THE BOARD
“I LOOK FORWARD
TO CONTINUING TO
SUPPORT THE BOARD’S
UNDERSTANDING
OF EMPLOYEE
ENGAGEMENT AND
CULTURE ACROSS
THEBUSINESS.”
Jane Bednall
Independent Non-Executive Director
EMBEDDING
OUR CULTURE
We also launched our Neuroinclusion Policy
during Neurodiversity Celebration Week,
reinforcing our commitment to creating a
neuroinclusive working environment where
neurodivergent team members feel safe,
cared for and respected and able to
contribute fully.
Our listening forums continue to provide a
structured space for open and constructive
dialogue between forum representatives
and the business. These listening forums
enable our teams to have a voice, share
ideas, raise concerns and effect positive
change in the working environment.
Alongside the colleague network groups,
the forums support us with action planning
around feedback received from our listening
channels. This year key themes included
work-life balance, mental health and
wellbeing at work.
I look forward to engaging with more of
our team members through our forums and
during site visits, and continuing to support
the Board’s understanding of employee
engagement and culture across the business.
Jane Bednall
Independent Non-Executive Director
9 June 2026
AS DESIGNATED DIRECTOR
FOR EMPLOYEE ENGAGEMENT,
I PLAY A KEY ROLE IN
SUPPORTING THE BOARD
IN ITS RESPONSIBILITY TO
ASSESS, MONITOR AND EMBED
CULTURE ACROSS FULLER’S.
By engaging regularly with colleagues across
the business, I am able to understand team
sentiment and provide the Board with insight
into employee engagement activities and
initiatives, and how these contribute to
ourculture.
Our people are central to everything we do
at Fuller’s, and employee engagement plays
a vital role in ensuring our colleagues feel
heard, valued and supported. During the
year, we refreshed our colleague network
groups through the re-launch of Thrive
Together, our wellbeing group, and the
introduction of Pride at Fuller’s, our LGBTQ+
colleague group.
One of the roles of our network groups is
to help us celebrate our people, and the
diverse cultures across Fuller’s, bringing
people together and fostering a sense
of community. This year, we launched an
inclusion calendar to recognise inclusion
dates such as Black History Month andDiwali.
More information on our
people strategy can be
found on pages 13, 18 and
of22 the Strategic Report.
68 Fuller, Smith & Turner P.L.C.
HOW THE BOARD
MONITORS CULTURE
Happiness Index
All team members are encouraged to
complete our annual survey which measures
happiness and engagement, providing
valuable insight into how our people feel
about working at Fuller’s. This year, we
maintained our response rate of 68% – with
a slight decrease in our overall happiness
and engagement rating to 7.7 (FY2025:7.8).
Feedback from the survey enables us to
gather feedback, identify key themes
and trends, and develop targeted action
plans that drive meaningful, long-term
improvements in culture and performance.
My Voice
My Voice is an anonymous listening portal,
that all team members can access at
any time, to provide feedback on how
they are feeling. It is a powerful tool that
enables Fuller’s to understand, in real time,
what our colleagues are experiencing.
Common themes and solutions are shared
with our Designated Director for Employee
Engagement and feedback provided to the
Board in the Employee Engagement Report.
Recruitment and induction survey
The Survey gathers feedback from new
starters in their first few weeks, providing
early insight into the onboarding experience.
It helps identify what is working well,
highlight any challenges, and inform timely
improvements to ensure a positive and
engaging start.
Employee engagement
Our Designated Director for Employee
Engagement is kept informed of key
employee matters and provides regular
updates to the Board.
This includes attending our listening forums, the
General Managers’ (“GM") Forum, Head Chef
Forum and Pier House Forum, quarterly business
updates and the annual GM conference (to
which all Non-Executive Directors are invited),
reviewing feedback from the various listening
channels and ensuring any relevant matters
and concerns are raised with the Board.
Neuroinclusion Policy
Our Neuroinclusion Policy was launched in
March 2026 during Neurodiversity Celebration
Week to reflect our commitment to creating a
workplace where everyone feels they belong,
has a voice and the opportunity to thrive.
Call Time On It
Our Call Time On It campaign was launched
last year to reinforce our position that
unacceptable behaviour from colleagues and
customers has no place at Fuller’s. This year
we continued to roll out the campaign and
extended it to our roaming chef community.
Board performance review
A review is undertaken each year which reflects
on whether the Board is supporting the desired
culture of the Company and highlights areas for
improvement. The outcomes and actions are
reviewed by the Board every six months.
Succession planning
The Nominations Committee leads succession
planning for the Board and oversees succession
plans for senior management, enabling them
to maintain an informed view of talent across
the business and support the development of a
strong sustainable culture.
Diversity, equity and inclusion
The plans developed by the Executive Team
to create an inclusive environment that
values and embraces individual perspectives,
backgrounds, talents, and experiences are
monitored by the Nominations Committee.
The Remuneration Committee also reviews our
annual Gender Pay Gap Report.
Remuneration
Remuneration is fair and transparent and
reflects our core values and culture. We
operate an annual SAYE Scheme that
encourages employee participation in share
ownership by enabling team members to
purchase shares at a discounted price.
Health and safety reporting
Regular health and safety reports are shared
with the Board and other key stakeholders –
covering topics such as safety training and food
hygiene ratings. An annual deep dive on health
and safety and monitoring against our policies
and procedures is presented to the Board.
Anti-Bribery and Corruption Policy
We have appropriate systems and procedures
in place that must be followed by all employees
and contractors to ensure we conduct business
honestly and with integrity.
Whistleblowing
We have arrangements in place – which are
overseen by the Audit & Risk Committee –
where employees can report any concerns
of wrongdoing. This includes a confidential
external reporting procedure. Posters have
been shared with all sites to put up in their
back of house areas, and our Internal Audit
Team audits this to ensure everyone is aware
of the whistleblowing arrangements.
Time in the business
The Directors regularly spend time at Fuller’s
support centre, visit various pubs and hotels
throughout the year and attend the annual
GM Conference. This allows the Directors
plenty of opportunity to meet, listen and
engage with team members throughout the
business and feedback on their experiences.
COLLEAGUE AND WELLBEING
NETWORK GROUPS
"Our colleague network groups are starting to make a real
impact through a series of events and activities."
Our wellbeing group, Thrive Together, has focused on a few key wellbeing dates –
such as Blue Monday, the so-called saddest day of the year, and Stress Awareness
Week. As well as providing useful information and resources around managing issues,
they have encouraged our teams to take part in activities such as coffee mornings,
wellbeing workshops and taking time to look after themselves. Meanwhile, Pride at
Fuller’s, our LGBTQ+ network celebrated Pride Month in June with a series of events to
help celebrate and educate others about the LGBTQ+ community.
Monique Samra
People Experience Manager
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 69
NOMINATIONS COMMITTEE REPORT
NOMINATIONS
COMMITTEE
During my first year as Chair of the Committee,
we have focused on supporting leadership
transition and strengthening succession
planning across the business to underpin
Fuller’s long-term sustainable success.
In the course of the year, Neil Smith, our
Finance Director, indicated to the Board
that he was considering retiring from his
executive role by the end of 2026. The
Committee subsequently initiated a search
for hissuccessor.
Following a comprehensive internal and
external selection process as outlined on
page 74, the Committee was delighted
DEAR SHAREHOLDER,
I AM PLEASED TO PRESENT
THE NOMINATIONS COMMITTEE
REPORTFOR THE YEAR
ENDED 28MARCH 2026.
to recommend the appointment of Katie
Horner to the Board with effect from
1September 2026, and succession as the
new Chief Financial Officer on 1 December
2026. Katie brings extensive experience and
proven financial leadership to the role. She
joined Fuller’s in 2018 as Group Financial
Controller and was promoted to Head
of Finance in April 2025. She has played
an important role in a number of Fuller’s
key transactions, including the disposal of
the brewing division to Asahi in 2019, the
acquisition of Lovely Pubs in 2024 and the
Company’s bank refinancing most recently.
1 Helen Jones retired on 31 March 2025 and
Jane Bednall was appointed on 1 April 2025
2 Michael Turner retired as Chairman at the
conclusion of the AGM on 22 July 2025.
Members and
meeting attendance
Meetings FY2026
Current Directors
Simon Emeny (Chair) 5/5
Juliette Stacey 5/5
Sir James Fuller Bt 5/5
Robin Rowland 5/5
Jane Bednall
1
5/5
Former Directors
Michael Turner
2
1/1
Helen Jones
1
0/0
Governance
• Formal Committee of the Board
• Duties set out in terms of reference available
at www.fullers.co.uk/corporate/about-us/
governance/governance-documents
• For matters being discussed concerning
the Executive Chairman’s role, the Senior
Independent Director chairs meetings in line
with the Code requirement
Membership
• Comprises a majority of independent
Non-Executive Directors
• Chaired by the Executive Chairman of the
Board and also includes Non-Executive
Director, Sir James Fuller Bt, who is the key
contact with family shareholders
Support and meeting attendance
Other regular attendees at meetings include:
• Chief People Officer
• Company Secretary
Key duties
• Reviews the size, structure and composition
of the Board and its Committees
• Leads succession planning for the
Board and oversees the development
of a diverse pipeline for wider senior
management succession
• Reviews and monitors the Company’s
policy and initiatives on diversity
andinclusion
• Oversees, with the Executive Chairman
and Senior Independent Director, the
annual Board performance review
70 Fuller, Smith & Turner P.L.C.
Katie’s appointment reflects our success
in developing internal talent, and I am
confident that she will provide strong
financial leadership to help deliver our
strategy and drive the business forward.
As reflected in its terms of reference, the
Committee has continued to strengthen
its focus on succession planning and
talent development for our wider senior
management team, as well as providing
oversight of our diversity and inclusion
initiatives across the business. These topics
have been high on the Committee’s
agenda throughout the year.
Looking forward to the year ahead, the
Committee will continue to focus on
long-term succession planning to ensure
appropriate arrangements are in place for
the Board and Executive Team in respect
of composition, succession, diversity
andinclusion.
Simon Emeny
Chair of the Nominations Committee
9 June 2026
NOVEMBER 2025
• Early planning regarding Chief Financial
Officersearch
• Reviewed senior management
succession plans
• Reviewed updated Board skills matrix
• Discussed approach for FY2026 Board
evaluation
JANUARY 2026
• Update on Chief Financial Officer search
Key activities
JUNE 2025
• Recommended appointment of Simon
Emeny as Executive Chairman and Fred
Turner as Chief Operating Officer on the
retirement of Michael Turner at the 2025
AGM
SEPTEMBER 2025
• Reviewed Board succession plans
• Approved appointment of The MBS
Group to support succession planning for
Finance Director / Chief Financial Officer
MARCH 2026
• Recommended re-appointment of Jane
Bednall for afurther three years
• Recommended appointment of Katie
Horner to the Board and successor to Neil
Smith, Finance Director
• Reviewed Conflicts Register and
recommended for Board approval
JUNE 2026 POST YEAR END
• Discussed long-term Board
succession plans
• Update on Company’s Inclusion
Action Plan
• Approved Executive Team change
“We have focused on
supporting leadership
transition and
strengthening succession
planning across the
business to underpin
Fuller’s long-term success.”
Simon Emeny
Chair of the Nominations
Committee
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 71
Independent Non-Executive Director tenure chart
March 2018
March 2019
March 2020
March 2021
March 2022
March 2023
March 2024
March 2025
March 2026
March 2027
March 2028
March 2030
March 2031
March 2032
March 2033
Juliette Stacey
Robin Rowland
March 2029
March 2034
March 2035
Jane Bednall
NOMINATIONS COMMITTEE REPORT
CONTINUED
Board composition
Details of the current Directors, including
their qualifications, experience and other
commitments, are set out on pages 58 to
59. Michael Turner retired as Chairman at
the conclusion of the 2025 AGM on 22 July
2025 and Simon Emeny was appointed
Executive Chairman.
The Committee keeps under review
the composition of the Board and its
Committees to ensure there is the right
balance of skills, attributes and experience.
The composition of the Board and its
Committees is also considered as part of
the annual Board performance review. As
discussed below, Board succession has been
a key area of focus during the year.
A Board skills matrix is maintained which
captures the current skills and expertise
of the Board and assists the Committee
in its discussions regarding future Board
composition and succession planning.
The skills matrix on page 61 demonstrates,
along with the Director biographies on
pages 58 to 59, that the Directors have
a range of relevant skills and experience
which has been further strengthened by
the appointment of Jane Bednall during
the year. The Committee is satisfied that the
Board has the necessary mix of skills and
subject matter expertise, further supported
by the expertise of the Executive Team
members and functional heads.
While at least half of the Board, excluding
the Executive 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 Committee also acknowledges that
while the Code favours the separation of
the Chairman role (which should be non-
executive and independent) from the Chief
Executive role, it remains confident that
Simon’s role as Executive Chairman is in the
best interests of Fuller’s and its stakeholders
as a whole. Simon’s deep understanding
of the business and extensive experience
continue to be well suited to the unique
nature of the business – a family-controlled
concern while also being a public listed
company.
Succession planning
The Committee undertook work during the
year in relation to Board succession planning,
the Company’s leadership structure and the
development of the future talent pipeline.
Chief Financial Officer
Board succession planning remained a key
focus for the Committee during the year,
particularly in overseeing the process to
appoint a successor to the Finance Director
following his announced retirement plans.
Careful attention was given to transition
planning, including an appropriate
handover period, to support continuity and
an effective transfer of knowledge.
Following a formal and rigorous process,
the Board agreed the appointment of Katie
Horner as the new Chief Financial Officer,
with effect from 1 December 2026. Details of
the selection and appointment process for
Katie are set out on page 74.
Non-Executive Directors
The Committee continued to review and
discuss succession planning for the Non-
Executive Directors to ensure timings of
retirement plans do not leave gaps in skills
or experience and support continuity.
Particular attention has been given to
monitoring the tenure of the current
independent Non-Executive Directors.
In line with the Code, none of the
independent Non-Executive Directors have
served more than nine years. The chart
above summarises their current tenure and
unexpired terms.
Senior management
The Committee has remained focused on
overseeing succession planning and the
development of talent management for
the Executive Team and other senior leaders
in the business. During the year, the Chief
People Officer presented an update on the
comprehensive plans and development
activities designed to ensure we have a
diverse talent pipeline for succession into
these key roles.
Following year end, the Committee
approved the appointment of Carrie Joslin,
Food & Drink Director, to the Executive
Team with effect from 10 June 2026. This
appointment will support continuity with
the strategic direction of the business, while
also bringing a new perspective and an
additional dimension to the Executive Team.
Looking forward, succession planning for
senior management will remain a key area
of focus for the Committee during FY2027,
together with managing the transition to the
new Chief Financial Officer.
Election and re-election
The 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 Jane Bednall as a Non-
Executive Director whose term expired in
March 2026 and recommended that her
term be renewed for a further three years,
to March 2029. The recommendation
was approved by the Board. Jane’s re-
appointment is subject to approval at
theAGM.
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.
Current term ends Nine year rule
72 Fuller, Smith & Turner P.L.C.
At the AGM in July 2026, Simon Emeny and
Robin Rowland 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 Committee has considered the
Code’s provision that Directors should be
subject to annual re-election. In view of
the Company’s size, ownership structure
and history, the Board, in agreement with
the Committee, has decided not to adopt
annual re-election of Directors at this time
but will keep this position under review.
Induction and
professional development
All new Directors appointed to the Board
undertake a tailored induction programme
which is facilitated by the Executive
Chairman and Company Secretary. This
typically consists of meetings with the
Board, Executive Team and other senior
leaders, and incorporates visits to pubs
and hotels across the estate, to provide an
understanding of the business, its culture
and key stakeholders.
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 Executive Chairman, arranges for
external speakers and specialists, such as the
Company’s brokers and legal advisors, to join
Board meetings to brief the Board on topics
of interest as appropriate. During the year,
this included a sustainability briefing which
focused on climate change risk. An update
from one of the Company’s key institutional
investors was also presented which provided
useful insights.
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
theCompany.
Diversity and inclusion
The Board is committed to diversity and
inclusion at both the Board level and across
the business. While the Board is alert to the
need to ensure diversity in all its forms is
promoted, it believes Board appointments
should be made on merit and does not
want to adopt targets that may affect its
ability to make the right decision for the
business and all its stakeholders.
As and when Board vacancies arise, should
the support of an executive search firm be
required, the Board and the 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 diversity and inclusion
charter and our aim is to ensure all our
venues are inclusive spaces and that
we have a zero-tolerance approach to
harassment or discrimination of any kind.
With support from the Chief People Officer,
the Committee has reviewed diversity and
inclusion objectives across the business
to support the continued commitment to
inclusivity, fairness and equality – at every
level of Fuller’s. This has included reviewing
the Company-wide Inclusion Action Plan
which has been developed – a key part
being the launch of our Safety, Care &
Respect Policy and development of the
Call Time On It charter which serves as
a roadmap for everyone to understand
everyone has a voice – colleagues and
customers – and that discrimination and
harassment have no place at Fuller’s.
The Inclusion Action Plan also sets out our
ambition to create opportunities for all
candidates to promote more diverse teams
and we have developed hiring practices
that reflect this. Examples include partnering
with Rest Less to attract colleagues
aged over 50 into our business (including
apprenticeships) and the launch of our
Guide to Neurodiversity in the Workplace in
partnership with Special Olympics GB and
the Licensed Victuallers Schools to support
people with intellectual disabilities.
In accordance with the Listing Rules, our
gender identity and ethnicity data for
members of the Board and Executive Team
is set out on page 75. There is an agreed
process for the collection of the required
numerical data and the output of this is also
included on page 75.
Currently, the Board does not meet the
FCA target of having women make up at
least 40% of the board or having at least
one Board member from a non-white
ethnic minority background. However,
following the appointment of Katie Horner
as Chief Financial Officer with effect from
1 December 2026, women will represent
44.4% of the Board. The Board does have
female representation in at least one of the
four senior board positions. Juliette Stacey is
our Senior Independent Director, satisfying
that part of the UK Listing Rules requirement.
In line with the Code, the Committee has
reviewed the gender balance of those in
senior management, considered to be the
Executive Team members, and their direct
reports as at 28 March 2026. This information
is illustrated, alongside details of the gender
balance for the Board and all employees
on page 75.
Board performance review
FY2026 Board review
The annual Board performance review
continues to provide a valuable opportunity
for the Board to reflect on how it operates,
enabling it to improve its effectiveness and
the robustness of its Committees.
On the recommendation of the Committee,
the Board performance review was
facilitated by the Chief People Officer
and comprised of a series of interactive
activities designed to support the Directors
in assessing the effectiveness of the Board
as a whole.
The consolidated output was finalised
and presented to the Board in June 2026.
Overall, the output was positive and
the review concluded the Board and its
Committees were cohesive and performing
well. The Board was considered to comprise
relevant skills and experience, and all
Directors were committed to the success
of the Company. As would be expected,
there were some opportunities identified
by Board members to further improve
effectiveness to ensure that the Company
continues to benefit from the combined
expertise and insight of the Board. The
key themes have been prioritised and
incorporated in a tracker, alongside any
ongoing recommendations from the prior
year, to monitor progress.
The effectiveness of each Director was
evaluated, taking into account feedback
from other Board members. The Senior
Independent Director led the Executive
Chairman’s review, while the Executive
Chairman led the reviews of the Non-
Executive Directors. The performance of the
other Executive Directors was assessed by
the Executive Chairman through the annual
appraisal process. The review process
concluded that all Directors continued to
perform effectively.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 73
NOMINATIONS COMMITTEE REPORT
CONTINUED
FY2025 Board Review
Good progress has been made against the recommendations arising
from the Board performance review completed at the end of FY2025
as set out in the table below.
Recommendation Progress update
Board succession planning
to be carefully implemented
to ensure a smooth transition
and continued focus on talent
development below Board level.
The transition in Chairmanship
and the appointment of the Chief
Operating Officer was delivered
in line with an agreed succession
plan to support continuity
andstability.
The Chief Financial Officer
search process was successfully
completed, which reflects the
ongoing focus on internal talent
development. There is an orderly
and well planned transition to
support the changes later in
theyear.
Structure of Board agenda
to be revised to include
more operationally facing
presentations.
Deep dive presentations from
the Executive Team and senior
management have been
embedded into the annual cycle.
Increased reporting on investor
relations to ensure the Board
is fully briefed on the views of
both institutional and key family
shareholders, together with
market insights.
A standing investor relations
item has been introduced which
provides regular updates on
shareholder matters.
A key institutional investor
presented their perspectives on
the Company.
Increased focus on
underperforming sites
and businesses to agree
strategicdirection.
Post investment reviews are
presented to the Board on a six
monthly basis. Underperforming
businesses are reviewed as part
of the Executive business-in-
focus process. An update on the
Destination division was presented
to the Board.
CHIEF FINANCIAL OFFICER SELECTION AND
APPOINTMENTPROCESS
All Board appointments follow a formal and rigorous process led and overseen by the Committee. The
diagram below summarises the process followed by the Committee in selecting and recommending the
appointment of Katie Horner as Chief Financial Officer, following the retirement of Neil Smith as Finance
Director later in the year.
The Committee was tasked with developing a
brief, setting out the attributes, skills and experience
required for the Finance Director’s successor. The
brief emphasised the importance of experience
gained in consumer-facing businesses, multi-site
retail experience, strong financial leadership and an
understanding of the nuances of family-controlled
businesses. A good cultural fit and being inclusive
and collegiate were considered paramount
attributes, alongside a genuine interest in the Fuller’s
business, its people, its customers and its long-term
sustainable success. Reflecting the role’s inclusion
within the C suite, the position was re-designated
from Finance Director to Chief FinancialOfficer.
The Board has a strong executive succession
planning process in place and Katie Horner was
identified as a leading internal candidate. The
Committee engaged the independent executive
search firm The MBS Group (“MBS") to lead the
search for external candidates matching the brief
criteria, alongside the internal candidate. Longlists
of candidates, together with detailed biographies,
were provided to the Executive Chairman and
Chief People Officer, and regular updates fed back
to the Committee for discussion andconsideration.
The Committee undertook an assessment of both
the internal and external candidates against
the agreed brief, supported by MBS. The process
included consideration of leadership capability,
experience, cultural alignment and readiness for
progression. The Committee’s recommendations
were informed by input from the Executive
Chairman and Chief People Officer. Shortlisted
candidates were invited to spend time in the
business with the Chief Operating Officer. Final
interviews were held with the Non-Executive
Directors, followed by a separate session to collect
feedback from the interviews.
The Committee recommended Katie Horner’s
appointment as the new Chief Financial Officer,
which was approved by the Board. The Company
announced on 30 March 2026 that Katie will be
appointed Chief Financial Officer Designate with
effect from 1 September 2026 and will succeed
Neil Smith as Chief Financial Officer upon his
retirement on 30 November 2026. This timing ensures
a smooth and well planned transition,with an
appropriate handover period to support continuity
and knowledge transfer. A detailed induction
programme has been curated for Katie and will be
shared in next year’s Annual Report and Accounts.
OFFER THE ROLE
ESTABLISH THE BRIEF CANDIDATE SEARCH
REVIEW, ASSESS, INTERVIEW
74
Fuller, Smith & Turner P.L.C.
Gender balance
All employees
(excluding Directors
and Executive Team)
Male 2,830
Female 2,440
Board
Male 6
Female 3
67%
33%
54%
46%
45%
55%
Executive Team and
their direct reports
Male 13
Female 16
BOARD DIVERSITY
BOARD AND EXECUTIVE MANAGEMENT DIVERSITY DISCLOSURES
As at our chosen reference date of 28 March 2026, our year end, the targets and reporting requirements set out in Listing Rule 6.6.6R(9) and
(10) respectively are reported below
1
.
FCA targets
Target Outcome Position as at 28 March 2026
At least 40% of the Board are women Not met 33% of the Board are women
2
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
3
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 6 67% 3 4 57%
Women 3 33% 1 3 43%
Other categories 0 0% 0 0 0%
Not specified / prefer not to say 0 0% 0 0 0%
Ethnic background
3
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)
9 100% 3 7 100%
Mixed / Multiple ethnic groups 0 0% 0 0 0%
Asian / Asian British 0 0% 0 0 0%
Black / African / Caribbean / Black British 0 0% 0 0 0%
Other ethnic group, including Arab 0 0% 0 0 0%
Not specified / prefer not to say 0 0% 0 0 0%
1 For Board members and Executive management, data was collected via a manual process managed by the Company Secretary. Members were asked to self-
report via an e-mail data collection exercise with options aligned to the categories specified in the Listing Rules.
2 Following the appointment of Katie Horner as Chief Financial Officer with effect from 1 December 2026, women will represent 44.4% of the Board.
3 ‘Executive management’ comprises members of the Executive Team, and the Company Secretary. The Executive Chairman, Finance Director, Chief Operating
Officer and Chief People Officer are members of both the Board and Executive management and are counted in both groups in the above tables.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 75
AUDIT & RISK COMMITTEE REPORT
AUDIT
& RISK COMMITTEE
This report outlines the Committee’s
principal areas of focus during the year.
Our work has continued to centre on the
integrity of financial reporting, oversight of
the external audit, and the effectiveness
of the Company’s internal control and
risk management framework, supported
by a strong governance structure. Further
detail on the key matters considered by the
Committee is set out in this report.
On the conclusion of the FY2025 audit, the
Committee has overseen the transition of
the lead audit engagement partner at
EY from Rachel Savage to Rachel Dockar
following the completion of RachelSavage’s
five-year tenure.
DEAR SHAREHOLDER,
I AM PLEASED TO PRESENT
THE AUDIT & RISK COMMITTEE
REPORT FOR THE YEAR ENDED
28 MARCH 2026.
We have been delighted with Rachel
Dockar’s support to date and look forward
to continuing to develop our relationship
with her.
The Head of Group Tax & Risk has attended
all meetings and working with the Executive
Team and with support from a cross-
departmental Risk Working Group, she has
provided valuable support to the Committee
during the year, helping to identify, assess
and monitor risks across the business,
including non-financial risks. This work has
strengthened the depth of insight available
to the Committee and supported a more
consistent approach to risk management
across the Company.
1 Helen Jones retired on 31 March 2025
andJane Bednall was appointed on
1April 2026.
Members and
meeting attendance
Meetings
FY2026
Current Directors
Juliette Stacey (Chair) 4/4
Robin Rowland 4/4
Jane Bednall
1
4/4
Former Director
Helen Jones
1
0/0
Membership
• Consists entirely of independent
Non-Executive Directors with a good balance
of skills and experience in the sector in which
the Group operates
• Chair of the Committee qualified as a
Chartered Accountant and has a broad
range of experience in senior finance
roles and therefore meets the requirement
underthe Code
Support and meeting attendance
• All meetings are attended by Ernst &
Young LLP (“EY”), our independent external
auditor, and the Company Secretary
• Regular attendees include the Executive
Chairman, Finance Director, Head of
Finance and Head of Group Tax & Risk
• Other members of senior management
attend relevant meetings when requested
by the Chair or submit papers as required
• Committee meets at least annually with EY,
without management present, to discuss
any matters they may wish to raise
• Committee Chair also meets with the
Finance Director and EY outside of the
formal meeting programme
Key duties
• Monitors the integrity of the financial
reporting for the Group
• Manages the relationship with the
externalauditor
• Oversees the effectiveness of the risk
management and internal control systems
Governance
• Formal committee of the Board
• Duties set out in terms of reference available
at www.fullers.co.uk/corporate/about-us/
governance/governance-documents
76 Fuller, Smith & Turner P.L.C.
JUNE 2025
• Reviewed FY2025 results announcement and Annual
Report and Accounts, including assessment of key
judgements, principal risks, accounting treatment for
Lovely Pubs (acquired in August 2024) and TCFD reporting
• Assessed internal audit requirements
• Considered auditor effectiveness and recommended the
re-appointment of EY
SEPTEMBER 2025
• Conducted annual review of Anti-Bribery and Corruption
Policy and Anti-Facilitation of Tax Evasion, and adoption
of a new Anti-Fraud Policy
• Agreed appropriateness of Non-Audit Services Policy
JUNE 2026 POST YEAR END
• Reviewed FY2026 results announcement and Annual
Report and Accounts, including assessment of key
judgements, principal risks and TCFD reporting
• Assessed internal audit requirements
• Considered auditor effectiveness and recommended the
re-appointment of EY
NOVEMBER 2025
• Reviewed FY2026 interim results, including half year
riskreview
• New supplier onboarding processes outlined
JANUARY 2026
• Reviewed EY’s FY2026 audit plan
• Approved Tax Strategy Statement
• Assessed material controls in preparation for compliance
with new Code requirements
Key activities
We have continued to monitor
developments arising from the FRC’s revisions
to the UK Corporate Governance Code
published in January 2024. A key focus has
been the broadened Provision 29, which will
apply to the Company from the financial
year ending March 2027. During the year,
work has progressed on the Company’s
approach to reviewing and evidencing
the effectiveness of its material controls,
supported by assurance activity undertaken
by the Risk Working Group. This will remain an
important area of focus in the coming year.
The Committee also continued its oversight
of the Company’s response to the new
corporate criminal offence of failure to
prevent fraud, which came into force on
1 September 2025, and approved the
introduction of an Anti-Fraud Policy. We have
monitored the implementation of economic
crime awareness training which has been
provided to senior management to cover
this new requirement. Work is underway to
bring together the Anti-Fraud Policy, the
Anti-Facilitation of Tax Evasion Policy, and
the Anti-Bribery and Corruption Policy into a
single financial crime compliance framework
over the next year.
During the year, we received a letter from
the Financial Reporting Council (“FRC")
noting that the Company’s 2025 Annual
Report and Accounts had been included in
their thematic review of reporting by the UK’s
smaller listed companies. A question was
raised in relation to the Parent Company’s
investments in subsidiaries and, following
review, it was acknowledged that an
amount recognised as an impairment should
have been classified as part of the return of
capital on the hive-up of trade and assets
of that subsidiary company (see Note 15 on
page 143). This matter has now been closed
by the FRC.
1
I will be attending the AGM on 21 July
2026 and I look forward to answering any
questions about the work of the Audit & Risk
Committee.
Juliette Stacey
Chair of the Audit & Risk Committee
9 June 2026
1 In line with the FRC’s standard terms, the Committee
notes the inherent limitations of this type of review,
which does not benefit from detailed knowledge
of the business or its underlying transactions and
therefore provides no assurance that the 2025
Annual Report and Accounts are correct in all
material respects.
“Our work has continued
to centre on the
integrity of financial
reporting, oversight
of the external audit,
and the effectiveness
of the Company’s
internal control and
risk management
framework.”
Juliette Stacey
Chair of the Audit & Risk
Committee
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 77
AUDIT & RISK COMMITTEE REPORT
CONTINUED
Financial reporting and
significant judgement
The Committee monitors the integrity of
the financial information published in the
interim and annual financial statements
and considers the extent to which suitable
accounting policies have been adopted,
presented and disclosed.
During its review of the Group’s financial
statements for the period to 28 March
2026, the Committee has reviewed the key
judgements and estimates applied in the
preparation of the consolidated financial
statements, including those communicated
by the external auditor during their
reporting. These are described in the
accounting policies detailed in Note 1 to
the financial statements.
The Board was made fully aware of any
significant financial reporting issues and
judgements made in connection with the
preparation of the financial statements.
The key judgements and estimates
considered by the Committee are detailed
in the table on the right.
Key accounting
judgement and estimates How the issue was addressed
Going concern The Committee considered the appropriateness of the decision to
adopt the going concern basis of reporting in the preparation of
the financial statements. The Committee reviewed two scenarios
– the ‘base case’ and the ‘downside (severe but plausible) case’,
as well as the reverse stress test and the mitigations available to
the Group, as disclosed in Note 1 to the financial statements. The
Committee has challenged the assumptions used in each scenario
and is satisfied that, even under a severe but plausible scenario,
the Group has adequate resources for the going concern
assessment period and supports the Group adopting the going
concern basis.
Impairment testing
ofproperty assets
The Committee considered the proposed impairment of property
assets as well as the reversal of impairments for both the Half Year
Report and the Annual Report.
The Committee challenged management’s approach, in particular
the methodology and inputs used to estimate both value in use
and fair value less cost to sell for site-level impairment reviews,
including challenging the underlying trading forecasts. The
Committee also reviewed the disclosures in the Annual Report to
ensure their appropriateness. The Committee was satisfied with the
approach presented by management, the judgements made for
those properties at risk of impairment and the related disclosures in
the Annual Report and Accounts 2026.
Separately
discloseditems
The Committee considered the nature of items classified as
‘separately disclosed items’ in the financial statements. The
Committee was satisfied that the items management proposed
to be shown as separately disclosed items were not linked to the
underlying trading of the Group. The most significant items included
within separately disclosed items are impairments on properties.
In addition, the Committee reviewed the disclosures within the
Annual Report and Accounts 2026 to ensure they clearly identified
and reconciled to the relevant GAAP measure.
Going concern and
viability statement
The Committee assessed in detail the going
concern and viability reviews undertaken
by management. This involved looking at
potential revenues, costs and cash flow
modelling on both a prudent base case and
downside case scenario where there was
much greater uncertainty. The Committee
was satisfied with the approach presented
by management, including the judgements
made in the estimation of future cash flows
and the Group’s financing, and considering
the high proportion of freehold property that
underpins theestate.
In addition, the Committee has reviewed the
Group’s assessment of viability over a period
greater than 12 months. The Committee
considered the potential financial impact of
the Group’s principal risks and uncertainties,
including the impact of climate change and
climate change legislation on the Group’s
operations. The Committee has concluded
that the factors considered and assumptions
used are appropriate in assessing the
Group’s viability.
See the Going Concern and Viability
Statement on pages 30 and 31.
78 Fuller, Smith & Turner P.L.C.
Internal control and
risk management
The Board has overall responsibility for the
Group’s system of internal control and
management of risks and for reviewing its
effectiveness. The system was designed
to provide reasonable, but not absolute
assurance of:
• the mitigation of risks which might cause
the failure of business objectives
• no material misstatements or losses
• the safeguarding of assets against
unauthorised use or disposal
• the maintenance of proper accounting
records and the reliability of relevant
information used within the business or
forpublication
• compliance with applicable laws
andregulations.
The Directors’ statement on the Company’s
system of internal controls is set out below.
At the start of the year, the Committee
discussed the Company’s risk management
process and, on behalf of the Board,
considered the Company’s principal risks
which had been reviewed by the individual
riskowners.
Where applicable, the mitigating actions
and controls risk rating were updated. Any
significant changes to risks were discussed in
each subsequent Committee meeting.
During the year, a selection of key risks were
presented to the Committee or the Board.
This included risks around climate change,
health and safety, cyber security and
supplychain.
The Company maintains business continuity
plans and undertakes scenario-based crisis
management exercises on a biennial basis.
A crisis exercise was completed in April 2026
which was facilitated by Willis Towers Watson.
The purpose of the exercise was to evaluate
Fuller’s crisis management team’s response
to three distinct incidents: a terrorist attack,
a major supplier failure and a cyber-attack.
It demonstrated strong engagement
and collaboration across the group, with
participants drawing on their operational
experience to test each scenario. A number
of actions to further strengthen crisis response
capability were identified and these are
being incorporated into ongoing processes.
The Board and the Committee also consider
the thorough responses by the Executive
Team and the broader management
teams to significant challenges they have
faced during the year – the continued
challenging trading environment due to
inflation and the UK economic uncertainty
and policy implementation that has affected
employment cost inflation – as solid evidence
of the effectiveness of existing disruption
recovery and business continuity plans.
The Finance Team is responsible for the
appropriate maintenance of financial
records and processes that ensure all
relevant information is relevant, reliable, in
accordance with the applicable laws and
regulations, and distributed both internally
and externally in a timely manner.
The Investment Committee and Approvals
Committee, two sub-committees of the
Executive Team, 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 Team, the 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 Committee
and the Board were informed of the financial
position and results of the Company.
The Committee and the Board have
considered the effectiveness of the
Company’s system of internal controls. Key
elements of the system of internal control
designed to address significant risks and
uncertainties, as documented on pages 32
to 34, include:
• clearly defined levels of responsibility and
delegation throughout the Company,
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
• six monthly post-implementation appraisals
of major capital expenditure projects
• regular reporting of legal and accounting
developments to the Board
• regular review of the Company’s risk
register and discussion of significant risks
by the Committee and the Board which,
among other things, take account of the
significance of sustainability matters to
thebusiness
• information reported through any one of
the whistleblowing channels
• regular reporting on health and safety
compliance, including monitoring
accident statistics and the results of health
and safety audits, together with cyber
security and data privacy matters.
Internal audit
The Company does not operate a
dedicated internal audit function. Instead,
assurance over the control environment and
risk management framework is provided
through the Finance Team and Retail Audit
Team, supplemented by external specialists
where appropriate.
The Retail Audit Team focuses in particular
on controls over stock and cash across the
Managed Pubs and Hotels estate. All sites
were audited at least once during the year.
Findings from annual and risk based audits
are collated and reported to the Committee,
enabling it to assess the effectiveness of the
audit approach and whether any changes
are required.
The Retail Audit Team uses a risk dashboard
to support a targeted, risk-based audit
programme and to enable objective
assessment of sites. The team continues to
work closely with operations to strengthen
training and controls, particularly in relation to
stock management.
The Retail Audit Team reports to the Head of
Group Tax & Risk, who attends all meetings of
the Committee and provides regular updates
on audit activity, including the identification
of key control weaknesses and progress
against agreed mitigatingactions.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 79
AUDIT & RISK COMMITTEE REPORT
CONTINUED
Internal audit continued
External advisers are engaged where
specialist expertise is required in areas of
risk or control in which the Committee
considers the business may have exposure.
During the year, the Committee received
reports on third-party audits in relation
to health and safety and food safety.
External advice was also obtained in areas
including IT penetration testing and supply
chainassurance.
For FY2026, the Committee confirmed that
the Company’s internal audit arrangements
remained appropriate.
Climate risk and TCFD disclosure
The Committee is responsible for overseeing
that the effects and consequences of
climate change are adequately reflected
in our financial statements. Climate-related
risks are presented to the Committee on
an annual basis. The Board received a
sustainability briefing in June 2025 which
included input from an external consultant,
Zero Carbon Forum, to understand the
Company’s current position and the risk
andopportunities.
The Committee reviewed and agreed
that the TCFD disclosures set out on pages
41 to 51 were appropriate and that the
assumptions used in the financial statements
are consistent with these disclosures.
partner is rotated at least every five years.
RachelSavage, the lead audit engagement
partner for five years, stepped down
following the FY2025 audit. Rachel Dockar
was appointed as her successor and
assumed the role for the 2026 audit cycle.
The external auditor is invited to attend all
meetings of the Committee and report on
the plan and approach for the full yearaudit.
The Committee Chair meets the auditor
on a regular basis during the year, and the
Committee meets with the auditor, without
management present, at least annually
in order to allow both the members of
the Committee and the auditor to raise
any issues directly and to discuss the
auditor’sremit.
The Committee reviewed the effectiveness
of EY’s performance of the external audit
process, taking into account:
• the quality and scope of the audit
plan, and evaluation of delivery and
performance against the plan
• qualifications, efficiency and performance
of the audit team
• the communication between the
Company and EY
• EY’s understanding of the Company’s
business and industry sector
• the results of the FRC’s Audit Quality
Inspection Report on EY.
After considering these matters, the
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
21July 2026.
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.
Whistleblowing
The Committee is responsible for reviewing
the adequacy and security of the
Company’s arrangements for employees
and contractors to raise concerns about
any suspected wrongdoing, as set out
in the Company’s Whistleblowing Policy.
The Company has in place mechanisms
for concerns to be raised in confidence
internally and anonymously through
the appointment of an independent
whistleblowing service operated by Safecall.
Any whistleblowing reports are reported
immediately to the Committee Chair and,
following investigation, to the full Committee
and, at least annually, to the Board. Through
Board reporting from the Chief People Officer
the Committee also gains insight into any
trends on employee relation matters.
Anti-bribery and corruption
The Company maintains an anti-bribery
and corruption policy that applies to all
employees and contractors and includes
guidance on gifts and hospitality. The policy
reflects our commitment to conducting
business ethically and with integrity, and
to maintaining a zero-tolerance approach
to bribery and corruption across our
operations and supply chain. Our Supplier
Code of Conduct also sets out mandatory
requirements for suppliers to do business in an
ethical way, including taking active steps to
prevent negative business practices, such as
fraud, bribery, corruption and tax evasion.
External audit
EY were first appointed in 2021, following
a tender process, to conduct the audit of
the Company’s financial statements for
the financial year to 27 March 2021, and
this is its sixth year auditing the Group’s
results. In accordance with best practice
and professional standards, the external
auditor is required to adhere to a rotation
policy whereby the audit engagement
Auditor independence
and non-audit services
Auditor independence and objectivity
are safeguarded by a number of control
measures, and a formal written policy was
approved in January 2021 and reviewed
during the course of the year to confirm its
continued appropriateness. The policy sets
out processes for assessing independence
and objectivity, including disclosure
requirements of the auditor, restrictions on
the employment of the auditor’s former
employees and the circumstances in which
the auditor may be permitted to undertake
non-audit services.
The policy is in line with the recommendations
set out in the FRC’s Guidance on Audit
Committees and the requirements of the
FRC’s Revised Ethical Standard 2024 (the
“Standard”). In respect of non-audit services,
only a very short list of non-audit services is
now permitted under the Standard, which
are detailed in the policy, and all spend has
to be approved by the Committee, which
ensures full visibility.
In FY2026, the fees paid to EY for audit
services were £509,000 (FY2025: £533,000),
including £nil for non-recurring audit services
(FY2025: £31,000).
During the year, fees paid to EY for non-audit
services were £6,500 (FY2025: £6,000) for the
completion of a compliance certificate from
the auditor required under the terms of the
6.875% Debenture Stock 2028 Trust Deed.
In line with the approach taken by many
companies, EY is not engaged to provide
a review opinion on the half year results.
However, the lead engagement partner
attends all meetings of the Committee,
including the discussions to approve the half
year results.
80 Fuller, Smith & Turner P.L.C.
Fair, balanced
and understandable
The Committee reviewed whether the
Annual Report, taken as a whole, was
fair, balanced and understandable, and
also whether it provided the information
necessary for shareholders to assess the
Company’s position and performance,
business model and strategy. In making
its assessment, the Committee took into
account the following:
• A timetable for the production of the
Annual Report was agreed by the Finance
Team and the auditor, with overall co-
ordination of the report being overseen by
the Finance Director
• Each section of the report was prepared
by members of management with the
appropriate knowledge and experience,
including representatives from finance,
communications, company secretariat
and risk, with formal sign off by the
relevantowner
• Management’s views on each of the key
judgements, which were then discussed
by the Committee
• Reports and feedback from the auditor
which were presented to the 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 Committee
confirmed to the Board that the Annual
Report and Accounts was fair, balanced
and understandable, and the Board’s
statement is set out on page 104.
Juliette Stacey
Chair of the Audit & Risk Committee
9 June 2026
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 81
REMUNERATION COMMITTEE REPORT
REMUNERATION
COMMITTEE
This report explains how the Committee
applied the Remuneration Policy during
the year and how we sought to ensure that
executive remuneration remained closely
linked to Company performance, individual
contribution and the creation of long-term
shareholder value.
The year under review was another period
of strong performance for the Company.
The business continued to demonstrate
resilience and disciplined execution
against its strategic focus to drive sales
volume while improving profitability despite
increasing macroeconomic challenges.
DEAR SHAREHOLDER,
ON BEHALF OF THE
REMUNERATION COMMITTEE,
I AM PLEASED TO PRESENT THE
DIRECTORS’ REMUNERATION
REPORT FOR THE 52WEEKS
ENDED 28 MARCH 2026.
This momentum contributed to like for like
sales growth of 4.9% in the Managed estate,
revenue growth of 6% to £397.8 million and
adjusted profit before tax growth of 28%
to £34.6 million, together with impressive
growth in earnings per share of 38%. The
Committee considered this strong all-round
performance carefully when determining
remuneration outcomes, including variable
elements of pay, as detailed below.
1 Helen Jones retired on 31 March 2025
andJane Bednall was appointed on
1April 2025.
Members and
meeting attendance
Meetings
FY2026
Current Directors
Robin Rowland (Chair) 6/6
Juliette Stacey 6/6
Jane Bednall
1
6/6
Former Director
Helen Jones
1
0/0
Governance
• Formal committee of the Board
• Duties set out in terms of reference available
at www.fullers.co.uk/corporate/about-us/
governance/governance-documents
• No members or other attendees participate
indiscussions about their own remuneration
Membership
• Consists entirely of independent
Non-Executive Directors
• Helen Jones served as Chair until 31 March
2025 and was succeeded by Robin Rowland
• Detail of skills and experience of members can
be found on pages 58 to 59 and 61
Support and meeting attendance
• Other regular attendees at meetings
include:
– Executive Chairman
– Chief People Officer
– Company Secretary
• Remuneration advisor attends meetings
atinvitation of Chair
Key duties
• Sets the Remuneration Policy for the Executive
Chairman, other Executive Directors, Executive
Team members and Divisional Directors
• Reviews workforce remuneration and
relatedpolicies
• Determines the total remuneration package
(including pensions, service agreements
and termination payments) of the Executive
Chairman and other Executive Directors and,
in consultation with the Executive Chairman,
determines the total remuneration package
of the members of the Executive Team and
Divisional Directors
82 Fuller, Smith & Turner P.L.C.
Base salary = £225,000
100% of base salary
125% of base salary
Pension
Bonus
LTIP
7% of base salary
MAYJUNE 2025
• Confirmed vesting outcome for awards granted
during FY2023 under Long-Term Incentive Plan (“LTIP”)
and Executive Share Option Scheme (“ESOS”)
• Considered performance against financial and
strategic targets for FY2025 annual bonus and agreed
payout levels
• Approved annual salary increases for Executive
Directors, Executive Team and Divisional Directors
effective 1June2025
• Set financial and strategic targets for FY2026 annual
bonus for Executive Chairman, other Executive
Directors, Executive Team and Divisional Directors
• Agreed targets for LTIP and ESOS awards to be
granted in FY2026
• Considered remuneration arrangements for wider
workforce
MAYJUNE 2026
• Confirmed vesting outcome for awards granted during FY2024
under Long-Term Incentive Plan (“LTIP”) and Executive Share
Option Scheme (“ESOS”)
• Considered performance against financial and strategic targets
for FY2026 annual bonus and agreed payout levels
• Approved annual salary increases for Executive Directors,
Executive Team and Divisional Directors effective 1June2026
• Set financial and strategic targets for FY2027 annual bonus for
Executive Chairman, other Executive Directors, Executive Team
and Divisional Directors
• Agreed targets for LTIP and ESOS awards to be granted in FY2027
• Considered remuneration arrangements for wider workforce
JULY 2025
• Agreed top-up LTIP awards for the Executive Chairman
and Chief Operating Officer to reflect their new roles and
responsibilities, and salaries effective from the 2025 AGM
NOVEMBER 2025
• Approved annual invitation under the all-employee
SAYE Scheme for FY2026
• Reviewed independence and effectiveness of the
remuneration advisor
JANUARY 2026
• Reviewed the data for the annual Gender Pay Gap Report
MARCH 2026
• Agreed the remuneration arrangements for the retiring Finance
Director and the package for the new Chief Financial Officer
Key activities
“This Report helps
demonstrate how
Directors’ remuneration
is linked to the
performance of the
Company.”
Robin Rowland
Chair of the Remuneration
Committee
Directors’ Remuneration Policy
Our remuneration philosophy is to incentivise
management to drive business performance
in order to deliver sustained and profitable
growth, to align the interests of Executive
Directors with those of shareholders, and to
reflect the wider experience of our workforce.
We are committed to a remuneration
framework that is straightforward,
performance-linked and which supports the
long-term success of the business.
We presented our revised Remuneration
Policy to shareholders at the AGM in 2024,
where we received strong support with a vote
in favour of 94.59%. The Policy is intended
to cover the three-year period to the AGM
in 2027 and it was applied consistently
during the year ended 28 March 2026. The
Committee did not exercise any discretion
to adjust remuneration outcomes in the
year. No changes are proposed to the Policy
forFY2027.
Remuneration arrangements for the Chief Financial Officer Designate
As previously announced, Katie Horner, will join the Board on 1 September 2026 as Chief
Financial Officer Designate and will become Chief Financial Officer on 1 December 2026
following the retirement of Neil Smith. Her remuneration arrangements on appointment to
the Board are detailed below and are in line with the current Remuneration Policy:
Service agreement
12 months’ notice from the Company
Katie Horner
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 83
REMUNERATION COMMITTEE REPORT
CONTINUED
Retirement terms for
FinanceDirector
Neil Smith will continue to receive his salary,
benefits and pension allowance until his
retirement on 30 November 2026. In line with
the Remuneration Policy, he will be treated
as a ‘good leaver’ for incentive purposes,
with LTIP awards and ESOS options pro-
rated for time and subject to performance
testing on the normal dates, and with normal
holding periods (where applicable) to apply.
Vested LTIP awards and Deferred Bonus
Awards will be released at the end of the
relevant holding periods. Neil will be entitled
to a pro-rated bonus for FY2027, subject to
performance targets, and with any bonus in
excess of 75% of salary to be deferred into
shares. All payments and vesting outcomes
will remain subject to the operation of
malus and clawback. Post-employment
shareholding requirements will apply in line
with the Remuneration Policy.
Incentive outcomes for FY2026
Annual bonus
The annual bonus for FY2026 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 £34.6 million,
which exceeded the maximum performance
target of £31.28 million, therefore this element
vested at 100% of maximum. Performance
against individual strategic objectives was
assessed and paid out at 93.1% of maximum.
Further details are disclosed on page 89.
Overall, an annual bonus of 98.62% of
maximum has been awarded to each of the
Executive Directors.
LTIP
Awards granted under the Long-Term
Incentive Plan (“LTIP”) in July 2023 were subject
to a pre-tax adjusted EPS target measured
over the three years to 28 March 2026.
Based on the Company’s exceptional EPS
outturn, the maximum performance level was
exceeded and the Committee determined
that the LTIP awards would vest in full. For the
Executive Directors, the vested shares will be
subject to a two-year holding period.
ESOS
The ESOS options granted in July 2023 were
also subject to a pre-tax adjusted EPS target
over the three years to 28 March 2026. The
target was met and these options will vest
at 100% and become exercisable from
25July2026.
Conclusion
The Remuneration Committee considers
the levels of payout for FY2026 summarised
above are reflective of the overall
performance of the Group over the relevant
performance period and are appropriate.
LTIP Top-up Awards
As signposted last year, Simon Emeny and
Fred Turner received salary increases following
the 2025 AGM to £620,000 and £295,000
respectively, to reflect the material change
in the scope and complexity of their roles.
Top-up LTIP awards were granted following
the AGM in respect of the additional salary
amounts. These are detailed on page 90.
Executive Director remuneration
for FY2027
Salary
We review carefully the approach taken
for the wider workforce when considering
salary increases for Executive Directors,
given the continued cost pressures faced by
colleagues over the last 12 months.
Base salaries for Executive Directors have
been increased by 3%, which is in line with
the increases received by those employed
by the Company. The average salary
increase received by the wider workforce
(which includes pub teams) was 4.1%.
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
strategicobjectives.
Long-term incentive awards
The maximum LTIP award will continue to
be 125% of base salary for the Executive
Directors, based on the achievement of
pre-tax adjusted EPS performance for FY2028.
Katie Horner will receive an LTIP award in
June 2026 along with the other Executive
Directors. Neil Smith will not receive an LTIP
award in FY2027 in light of his retirement later
in the year.
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
by the Board in May 2026. Effective 1 June
2026, the basic fee was increased from
£58,000 to £60,000. The additional fees paid
for chairing or attending a Committee or for
any other additional duties remained the
same. Further details about the additional
fees are set out on page 91.
Employee engagement and support
The Committee receives updates on
workforce pay and benefits throughout
the business and considers workforce
remuneration as part of the review of
Executive remuneration.
We took into account the agreed average
annual pay increase for all employees when
agreeing pay reviews for the Executive
Directors, Executive Team and Divisional
Directors. Employee share ownership is
encouraged through the all-employee
Savings Related Share Ownership Scheme
which is offered to all employees of
theCompany.
Shareholder engagement
The Committee welcomes ongoing
shareholder dialogue. Our intention is that
shareholder views will be sought when
there is any significant change to Directors’
remuneration. However, if you would like
to discuss any aspect of our Remuneration
Policy, please contact me through the
Company Secretary at company.secretary@
fullers.co.uk and I will endeavour to
understand and respond to any questions
you may have.
I hope that you find this report clear
and comprehensive and that it helps
demonstrate how Directors’ remuneration is
linked to the performance of the Company.
On behalf of the Remuneration Committee,
I would like to thank shareholders for your
continued support and feedback over the
year, and I hope that you are able to support
the resolution on the Annual Report on
Remuneration being presented at this year’s
AGM on 21 July 2026.
Robin Rowland
Chair of the Remuneration Committee
9 June 2026
84 Fuller, Smith & Turner P.L.C.
ANNUAL REPORT ON REMUNERATION
This Annual Report on Remuneration from pages 85 to 100 will be
put to an advisory shareholder vote at the Company’s AGM on
21July2026.
Directors’ Remuneration Policy
We presented our Remuneration Policy
(the “Policy”) to shareholders at the
AGM in 2024, where we received strong
support with a vote in favour of 94.59%.
This Policy covers the three-year period
until the AGM in 2027 and it was applied
consistently during the year ended 28
March 2026. The full Policy can be found
on pages 83 to 97 of the 2024 Annual
Report which is available in theInvestor
section of our website (www.fullers.co.uk).
The table on page 86 provides a summary
of the main elements ofthe Policy for
ExecutiveDirectors.
Remuneration philosophy
andprinciples
In developing the Policy, the
Remuneration Committee considered a
number of key principles. The Committee
believes that the Policy is clear and
transparent and aligned with our culture.
In normal years, we operate a simple
incentive framework of an annual bonus,
an LTIP award and an ESOS award, subject
to maximum award levels set by HMRC.
Award levels are capped with pay-out
linked to performance against a limited
number of measures which are linked to
our strategy.
Stretching but fair targets are set. This
ensures that potential reward outcomes
are clear and aligned with performance
achieved, with the Committee having the
discretion to adjust payouts 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.
Discretion provisions, LTIP holding periods
and shareholding guidelines, including
post employment, are in place to mitigate
reputational and other risks. 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. These periods
were selected as they are considered to
provide a meaningful amount of time to
allow any relevant events to come to light.
Malus and clawback were not operated in
the financial year.
The circumstances in which malus and
clawback may apply are a material
misstatement of financial results, an
error in assessing performance or in the
information/assumptions used, amaterial
failure of risk management, serious
reputational damage, serious misconduct
by the participant, or any other
similarcircumstances.
Remuneration arrangements are
determined throughout the business
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.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 85
REMUNERATION COMMITTEE REPORT
CONTINUED
Summary of implementation in FY2026
Fixed
Current Policy Key features Implementation in FY2026
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
theGroup
Increased by between 2.4% and 2.6%
from 1June 2025 in line with the wider
workforce:
• Chief Executive – £593,000
• Finance Director – £410,500
• Retail Director – £237,500
• Chief People Officer – £229,000
Following the 2025 AGM, the Chief
Executive was appointed as Executive
Chairman with a salary of £620,000,
and Fred Turner, the RetailDirector, was
appointed as Chief Operating Officer
with a salary of£295,000.
Benefits
Provides
competitive
benefits which
also protect
the individual
and provides
preventative care
for them
• Executive Directors
are offered 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:
• Executive Chairman – 17.5% of base
salary
• Finance Director – 5% of base salary
• Chief Operating Officer – 17.5% of
base salary
• Chief People Officer – 7% of base
salary
Variable
Current Policy Key features Implementation in FY2026
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
under the 2019 Bonus
and Deferred Bonus Plan
(“BDBP”)
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 payout (98.62% of maximum):
• Executive Chairman – £602,568
• Finance Director – £404,835
• Chief Operating Officer – £272,027
• Chief People Officer – £225,840
Deferred bonus awards in respect of FY2026
will be granted in FY2027.
LTIP
Incentivises the
delivery of long-
term sustainable
returns for all
shareholders
• 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
2025 LTIP award granted
Executive Chairman, Chief Operating Officer and Chief
People Officer were granted awards of 125% of salary
and the Finance Director was granted an award of 100%
of base salary in June 2025 (“2025LTIP”).
Awards were based on pre-tax adjusted EPS performance
for FY2028 of:
• Threshold – EPS of 53.04p
• Maximum – EPS of 69.85p
2023 LTIP award vesting
LTIP awards granted to Executive Directors in July 2023
were subject to a pre-tax adjusted EPS performance
condition. The maximum target was 55.9p and the actual
EPS was 63.84p, therefore the outcome was that the
awards vested at 100%. The awards will be subject to a
two year holding period before the shares are released.
ESOS
Aligns interests of
Executive Directors
with those of
shareholders
and incentivises
delivery of long-
term sustainable
returns
• Executive Directors may
be granted market value
options up to a maximum
total value set by HMRC
• Options vest based on
performance over three
financial years
• Once vested, options
must be exercised before
the 10th anniversary of
grant
2025 ESOS awards granted
Finance Director, Chief Operating Officer and Chief
People Officer were granted options up to the maximum
value set by HMRC. Awards were based on pre-tax
adjusted EPS performance for FY2028 of 51.49p.
2023 ESOS award vesting
ESOS awards granted to the Executive Directors in July
2023 were subject to a pre-tax adjusted EPS performance
condition. The actual performance of 63.84p exceeded
the target of 23.58p and these options will be exercisable
from 25 July 2026.
86 Fuller, Smith & Turner P.L.C.
STATEMENT OF
IMPLEMENTATION OF
REMUNERATION POLICY
FOR FY2027
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 3% in line with
the lowest increase received across the
wider workforce. The Committee reviewed
carefully the approach taken for the
wider workforce when considering salary
increases for the Executive Chairman
and other Executive Directors, given
the continued cost pressures faced by
colleagues over the last 12 months. The
average salary increase received by the
wider workforce was 4.1%.
Pay increases across the wider business
are implemented with effect from 1 April
of each year. Increases for the Executive
Chairman, other Executive Directors,
members of the Executive Team and
Divisional Directors are implemented with
effect from 1 June of each year.
Salaries for the Executive Directors from
1June 2026 are therefore as follows:
• Executive Chairman – £638,500
• Finance Director – £423,000
• Chief Operating Officer – £304,000
• Chief People Officer – £236,000
Pension and benefits
No changes are proposed to Executive
Directors’ benefits for FY2027, other than
an increase to the annual car allowance,
which was last reviewed in 2018, from
£20,200 to £20,805.
The Executive Chairman and Finance
Director receive an annual cash allowance
in lieu of pension of 17.5% and 5% of base
salary, respectively. The Chief Operating
Officer and Chief People Officer 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
ofappointment.
The 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 Committee does not
consider it appropriate to make a reduction
at this stage. The Committee will keep this
approach underreview.
As previously advised, the pension
opportunity for new Executive Directors
appointed to the Board will be in line
with the maximum employer contribution
available for the majority of the workforce.
Annual bonus
For FY2027, we intend to operate an annual
bonus in line with our Policy. The maximum
annual bonus will be 100% of base salary for
all Executive 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 FY2027 Directors’ Remuneration Report,
provided that these are no longer considered
to be commercially sensitive at that time.
LTIP
The Committee intends to continue to
grant LTIP awards for FY2027 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
Executive Directors. The Finance Director
will not receive an award in light of his
retirement later in the year.
The LTIP will be based on pre-tax adjusted
EPS performance as the 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 FY2027 LTIP awards, EPS targets have
been set as absolute pence targets for
FY2029 as set out below.
We want to measure the performance
of our Executive Directors against a
criterion that aligns the Executive Directors’
interest with the long-term interests of our
shareholders. We believe that an earnings
per share measure is more appropriate than
a simple profit measure as the latter could
be improved, for example, by the issuance
of shares to raise cash or to finance an
acquisition, having a consequent diluting
effect on existing shareholders’ interests.
Additionally, given the aim of encouraging
long-term performance, we believe that
the earnings per share figure should not
reflect short-term non-trading impacts on
profit, whether positive or negative, for
example, profits or losses on the sale of
freehold properties, and such items should
be adjusted for. Lastly, given that changes
in tax rates are unrelated to Executive
Directors’ performance, we believe that
any earnings per share measure for the LTIP
should be based on pre-tax earnings.
The awards will be subject to malus and
clawback provisions and a two-year post-
vesting holding period will apply.
Pre-tax adjusted EPS targets for the FY2027
awards are as follows:
Threshold
(25%
vesting)
Maximum
(100%
vesting)
Pre-tax adjusted
EPS in FY2029
1
72.00p 89.93 p
1 Vesting increases on a straight-line basis
between threshold and maximum.
These targets were set taking into account
internal and external expectations of
performance and the Committee considers
that these targets are appropriately
stretching taking into account the
macroeconomic context.
ESOS
The Remuneration Committee intends to
grant ESOS awards to Executive Directors,
to the extent they are eligible, up to the
maximum limit set by HMRC. The awards
forExecutive Directors will be based on
pre-tax adjusted EPS performance for
FY2029 of69.95p.
Implementation of Remuneration
Policy for FY2026
The following part of the Directors’
Remuneration Report sets out the Directors’
remuneration paid in respect of FY2026.
Sections in the report not specifically
stated as audited are not subject to audit.
The Policy operated as intended during
FY2026 and pay outcomes are considered
by the Committee to be aligned with the
experience of shareholders and other
stakeholders.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 87
REMUNERATION COMMITTEE REPORT
CONTINUED
Single Total Figure of Remuneration Table (audited)
Salary / Fees Taxable benefits
1
Annual bonus
2
LTIP / Options
3
Pension Total variable Total fixed Total
2026
£’000s
2025
£’000s
2026
£’000s
2025
£’000s
2026
£’000s
2025
£’000s
2026
£’000s
2025
£’000s
2026
£’000s
2025
£’000s
2026
£’000s
2025
£’000s
2026
£’000s
2025
£’000s
2026
£’000s
2025
£’000s
Executive Directors
Simon Emeny 609 575 28 26 603 554 915 – 107 101 1,518 554 744 702 2,262 1,256
Neil Smith 409 398 29 24 405 383 499 – 20 20 904 383 458 442 1,362 825
Fred Turner 277 230 31 26 272 222 379 – 48 40 651 222 356 296 1,007 518
Dawn Browne 228 222 28 24 226 214 355 – 16 16 581 214 272 262 853 476
Non-Executive Directors
Juliette Stacey 88 88 – – – – – – – – – – 88 88 88 88
Sir James
Fuller Bt
63 63 – – – – – – – – – – 63 63 63 63
Richard Fuller 58 58 – – – – – – – – – – 58 58 58 58
Robin Rowland 78 68 – – – – – – – – – – 78 68 78 68
Jane Bednall 68 – – – – – – – – – – – 68 – 68 –
Former Directors
Michael Turner 74 210 10 31 – – – – – – – – 84 241 84 241
Helen Jones
4
– 78 – – – – – – – – – – – 78 – 78
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 FY2026 will be paid 75% of salary in cash and 23.6% deferred into shares for three years.
3 LTIP/Options includes 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 value included for LTIP relates to the 2023 LTIP which will vest in full and for which the performance metrics relate to the year ended 28 March 2026. The value is based on vesting
at 100% and the average share price over the last 3 months of FY2026 of £7.05, plus the value of additional cash receivable in respect of dividend equivalents accrued on that same award. These shares are subject to a
two-year holding period following the vesting date. For the 2023 LTIP, share price appreciation accounted for 141,885 for Simon Emeny, £78,527 for Neil Smith, £56,728 for Fred Turner and £54,816 for Dawn Browne. For the
2023 ESOS Options, the value is the gain between the Option price of £6.00 and the average share price over the last 3 months of FY2026 of £7.05.
4
Helen Jones only served as a director for three days of the financial year and her fees for the year were £419.
Base salary
Executive Directors’ base salaries were increased by between 2.4% and 2.6% in line with the increase received across the wider workforce, effective 1 June 2025. Simon Emeny and Fred Turner
received salary increases effective 22 July 2025 to £620,000 and £295,000 respectively, to reflect the material change in the scope and complexity of their roles following the 2025 AGM.
Benefits
Executive Directors received taxable benefits including a car allowance, private medical insurance and optional cash vouchers for use in Fuller’s pubs and hotels. They also received
other non-taxable benefits, including life assurance and permanent health insurance and group-wide employee benefits, such as an employee discount linked to length of service and
participation in all-employee share plans.
88 Fuller, Smith & Turner P.L.C.
Annual bonus (audited)
The annual bonus for the year was based 80% on Group adjusted profit before tax (pre-IFRS 16) and 20% on individual strategicobjectives.
The following sets out details of actual performance against the targets set:
Financial targets (80% of maximum)
Threshold Target Maximum
Measure
% of financial
target
Required
performance
% of financial
target
Required
performance
% of financial
target
Required
performance
Actual
performance
Payout as
% of max
Group adjusted profit before tax (pre-IFRS 16) 10% £ 2 7. 74 m 50% £ 2 9.90 m 100% £31.28m £34.60m 100%
Individual strategic performance (20% of maximum)
The non-financial element of the bonus for FY2026 was dependent on personal performance against non-financial strategic objectives approved by the Committee. The table below
summarises the achievements against each of those objectives.
Strategic performance measure Outcome
1. Going for growth
Measured by growing like for like sales ahead of the Peach Tracker (Wet-Led Pubs) for
the full year.
Managed houses sales have been very strong throughout the year as customers have
enjoyed our premium offer and service. Like for like sales grew at 4.9% which was 1.9%
ahead of the Peach Tracker benchmark.
2. Winning customer propositions
Measured by enhancing our Net Promotor Score (“NPS") which is feedback collected
from customers after a visit.
Our focus on enhancing the offer and service delivered to our customers has continued to
deliver year on year improvement in customer satisfaction. The Net Promotor Score from
customer feedback exceeded our targeted expectation.
3. Fit for the future
Measured through exceeding our targeted operating margin.
Despite a challenging cost environment, improved labour productivity, stronger gross
margins and effective property cost management have all contributed to improved
operating margins. The increase in operating margin exceeded our targeted growth rate.
4. Delivery of climate transition commitments
Measured by i) delivery of FY2026 Scope 1 and 2 emissions reduction, and ii) improved
awareness of climate change initiatives across the business collected through an
employee survey.
CO
2
reductions have exceeded the FY2026 target, largely through the successful
implementation of the kitchen electrification programme. Also, the results from an
employee survey showed improved participation and greater organisation awareness of
climate change initiatives throughout the business.
The Committee discussed the formulaic outturns of the financial targets and strategic performance objectives in the context of the Group’s overall performance, shareholder return
performance and other stakeholder experiences. The Committee noted that the Group adjusted profit (pre-IFRS 16) of £34.60 million exceeded the maximum financial target of
£31.28million, and the significant progress that had been made against the strategic objectives. Therefore, the Committee did not exercise discretion and an annual bonus of 98.62% of
maximum has been awarded to each of the Executive Directors.
LTIP awards vesting in respect of FY2026 (audited)
LTIP awards granted in July 2023 were based on pre-tax adjusted EPS target measured over the three years to 28 March 2026. The following sets out details of performance against the targets
which were set. These awards will vest at 100%. A post-vesting holding period will apply requiring the shares (net of tax) to be retained for two years. The Committee did not exercise any
discretion in relation to the LTIP outcome in view of the strong performance delivered over the three years which significantly exceeded the maximum target.
Target set
Performance measure
Minimum
(25% vesting)
Maximum
(100% vesting) Value of award Actual performance Value of award
LTIP Pre-tax Group adjusted EPS 39.783p 55.90p Percentage vest of original grant: Minimum – 25% Maximum – 100% 63.84p 100%
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 89
REMUNERATION COMMITTEE REPORT
CONTINUED
ESOS awards vesting in respect of FY2026 (audited)
ESOS awards granted to the Executive Directors in July 2023 were subject to a pre-tax adjusted EPS performance condition over the three years to 28 March 2026. The actual performance
of 63.84p exceeded the target of 23.58p and these options vested in respect of FY2026. The awards are exercisable from 27 July 2026 to 26 July 2033 at an option price of £6.00.
Total pension entitlements (audited)
Richard Fuller is a pensioner of the Fuller’s Defined Benefit Pension Plan, which is closed to future accrual, under the Directors’section.
Simon Emeny became a deferred member of the Fuller’s Defined Benefit Pension Plan, under the main section, when the Plan closed to future accruals on 1 January 2015. Prior to closure, he
received a salary supplement of 17.5% of the excess of his base salary over the earnings cap for use as part of his retirement planning. Following closure of the Pension Plan, Simon Emeny is paid
an annual cash allowance of 17.5% of his salary by the Company.
During the year, Neil Smith was paid an annual cash allowance of 5% of salary, in line with the Policy. Fred Turner received an annual pension contribution of 17.5% of salary, in line with his
existing contractual arrangements. Dawn Browne received an annual pension contribution of 7% of salary following her appointment to the Board, in line with the pension rate available to
those employed by the Company. Executive Directors who receive a cash allowance are required to use the supplement as part of their overall retirement planning. They are also normally
expected to contribute 7% of their salary to their pension or another investment vehicle. The Committee considers that the Policy operated as intended during the year.
Scheme interests awarded during the financial year (audited)
In respect of the 52 week period ended 28 March 2026, the following share awards were granted:
Director Type of award
Number of
“A" Shares
Number of
“B" Shares
Face value
at grant
£’000s
1
Date of grant
Performance period
end
2
% of award
vesting at minimum
threshold
Simon Emeny LTIP 100,372 250,930 741 19/06/2025 25/03/2028 25%
LTIP Top-Up 4,156 10,392 31 07/0 8/20 2 5 25/03/2028 25%
SAYE 5,994 – 38 16/12/2025 n/a n/a
Total 110,522 261,322 810
Neil Smith LTIP 55,585 138,964 410 19/06/2025 25/03/2028 25%
Total 55,585 138,964 410
Fred Turner LTIP 4 0,199 100,499 297 19/06/2025 25/03/2028 25%
LTIP Top-Up 8,852 22,131 65 07/0 8/2 02 5 25/03/2028 25%
Total 49,051 122,630 362
Dawn Browne LTIP 3 8,761 96,902 286 19/06/2025 25/03/2028 25%
SAYE 1,423 – 9 16/12/2025 n/a n/a
Total 40,184 96,902 295
1 Face values for the LTIP have been calculated using the actual grant price of £5.908 per “A” Ordinary Share and an assumed share price of £0.5908 per “B” Ordinary Share, being the average share price during the five
dealing days ending immediately before the date of grant. The same pricing has been used for the LTIP Top-Up. For SAYE, the face value has been calculated using the actual grant price of £6.408 per “A” Ordinary Share,
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 72.00p in
FY2028, with 100% vesting for pre-tax adjusted EPS of 89.93p (straight-line vesting in-between).
3 Simon Emeny and Fred Turner received salary increases following the 2025 AGM to £620,000 and £295,000 respectively, to reflect the material change in the scope and complexity of their roles. Top-up LTIP awards were
granted following the AGM in respect of the additional salary amounts.
90 Fuller, Smith & Turner P.L.C.
Non-Executive Directors’ fees
Non-Executive Directors receive a basic fee and additional fees for further duties, and the
Chairman receives a basic fee.
A summary of the FY2026 fee structure for the Non-Executive Directors, including those who
retired during the year, is set out below:
Director Base fee
Senior
Independent
Director
Committee
Chair
Committee
member
(Audit &
Risk and
Remuneration)
Family
Shareholder
Liaison Total
Michael Turner
1
£210,000 – – – – £210,000
Juliette Stacey £58,000 £10,000 £10,000 £10,000 – £88,000
Sir James Fuller Bt £58,000 – – – £5,000 £63,000
Richard Fuller £58,000 – – – – £58,000
Helen Jones
2
£58,000 – £10,000 £10,000 – £78,000
Jane Bednall
2
£58,000 – – £10,000 – £68,000
Robin Rowland
3
£58,000 – £10,000 £10,000 – £78,000
1 Michael Turner retired at the conclusion of the AGM on 22 July 2025. The actual fees he received during
the year are set out in the single figure table on page 88.
2 Helen Jones retired on 31 March 2025 and Jane Bednall was appointed on 1April 2025. The actual fees
received during the year by both Directors are set out in the single figure table on page 88.
3 Robin Rowland was appointed as Chair of the Remuneration Committee on 1 April 2025 and received the
Committee Chair fee from this date.
A review of the Non-Executive Director fee structure was conducted by the Board (excluding
the conflicted Non-Executive Directors) in May 2026. Effective from 1 June 2026, the basic fee
was increased from £58,000 to £60,000 per annum. No changes were made to the additional
fees paid for chairing a Committee or for additional duties.
Payments to past Directors and payments for loss of office (audited)
There have been no payments made to past Directors and payments for loss of office during
the year.
Share ownership (audited)
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
Bonus and Deferred Bonus Plan.
The table below summarises the compliance of each Executive Director with their
shareholding requirement:
Executive Director
Shareholding
requirement
(% of salary)
Current
Shareholding
(% of salary)
1,2
Shareholding
requirement met
Simon Emeny 200% 343% Yes
Neil Smith
3
200% 89% No
Fred Turner 200% 488% Yes
Dawn Browne
3
200% 58% No
1 The figures include shares which have vested under the rules of the LTIP and BDBP that are subject to a
holding period. Following the vesting of the 2023 LTIP in May 2026, shareholding levels have increased as
follows: Simon Emeny - 468%; Neil Smith - 193%; Fred Turner - 593%; and Dawn Browne - 189%.
2 Based on the share price on 27 March 2026 (which was the last trading day before the year end) of £6.50
for the “A” Ordinary Shares, £0.65 for the “B” Ordinary Shares, and £6.50 for the “C” Ordinary Shares; and
£1.055 for the 2nd preference £1 shares on 23 March 2026 (which was the last date these shares traded).
3 Neil Smith and Dawn Browne joined the Board on 30 November 2021 and 3 July 2023 respectively.
Executive Directors will normally be expected to maintain a minimum shareholding of 200%
of base salary (or actual shareholding if lower) for the first 12 months following departure
from the Board and 100% of base salary (or actual shareholding if lower) for the subsequent
12 months. The 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 28 March 2026, all Non-Executive Directors held the minimum requirement.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 91
REMUNERATION COMMITTEE REPORT
CONTINUED
Directors’ shareholdings (audited)
Directors’ share interests
Beneficial
interest at
28 March 2026
1
Non-beneficial
interest at
28 March 2026
1
Beneficial
interest at
29 March 2025
Non-beneficial
interest at
29 March 2025
Executive Directors
Simon Emeny
"A" Ordinary 40p Shares 137,3 6 8 – 130,472 –
"B" Ordinary 4p Shares 1,055,684 – 1,055,684 –
"C" Ordinary 40p Shares 2,000 – 2,000 –
Neil Smith
"A" Ordinary 40p Shares 6,000 – 6,000 –
Fred Turner
"A" Ordinary 40p Shares 30,816
2
59,318
2
30,816 59,318
"B" Ordinary 4p Shares 562,372
2
9,44 8
2
559,223 –
"C" Ordinary 40p Shares 100,819 – 10 0,819 –
2nd preference £1 shares 4,342 – 4,342 –
Dawn Browne
"A" Ordinary 40p Shares 4,075 – 4,075 –
"B" Ordinary 4p Shares 1,489 – 1,489 –
Non-Executive Directors
Juliette Stacey
"A" Ordinary 40p Shares 3,390 – 2,454 –
Sir James Fuller Bt
"A" Ordinary 40p Shares 103,442 – 103,442 –
"B" Ordinary 4p Shares 9,216,069 – 9,194, 079 –
"C" Ordinary 40p Shares 2,694,938 621,050 2,690,813 621,050
Richard Fuller
"A" Ordinary 40p Shares 10,267 893,937 15,267 893,937
"B" Ordinary 4p Shares 3,025,726 10,935,015 3,025,726 10,935,015
"C" Ordinary 40p Shares 20,000 – 20,000 –
2nd preference £1 shares 303 7,499 303 7, 49 9
Directors’ share interests
Beneficial
interest at
28 March 2026
1
Non-beneficial
interest at
28 March 2026
1
Beneficial
interest at
29 March 2025
Non-beneficial
interest at
29 March 2025
Robin Rowland
"A" Ordinary 40p Shares 7,16 5 – 7,16 5 –
Jane Bednall
“A” Ordinary 40p Shares
1
1,250 – – –
Former Directors
Michael Turner
"A” Ordinary 40p Shares 182,402 88,976 182,402 88,976
"B" Ordinary 4p Shares 3,061,390 – 3,061,390 –
"C" Ordinary 40p Shares 624,260 – 624,260 –
2nd preference £1 shares 71 – 71 –
Helen Jones
"A" Ordinary 40p Shares 2,970 – 2,970 –
1 There were no changes in the interests of any Director to 9 June 2026.
2 Fred Turner is a Trustee to a family trust which holds 88,976 “A” Ordinary Shares and 9,448 “B” Ordinary
Shares. Further, persons closely connected to him are beneficially interested in 29,658 “A” Ordinary
Shares and 3,149 “B” Ordinary Shares – these are already captured in the beneficial interest column
and therefore are not included in the non-beneficial interest figure.
3 Shareholdings for Michael Turner and Helen Jones are shown at the time of their retirements on 22 July
2025 and 31 March 2025 respectively.
92 Fuller, Smith & Turner P.L.C.
Scheme interests outstanding at the year end (audited)
Executive Directors’ Share Option Schemes
Director Scheme
1,2,3
As at
29 March
2025 Granted Exercised Surrendered Lapsed
As at
28 March
2026
Exercise
price
Date of
grant
Performance
period end
Exercisable
from /
vesting date Expiry date
Price at
exercise
date
Gain
£’000s
Simon
Emeny ESOS 10,000 – – – – 10,000
4
£6.00 25/07/23 28/03/26 25/07/26 25/07/33 – –
SAYE 6,896 – (6,896) – – – £4.35 30/09/20 n/a 01/11/25 01/0 5/26 £6.18 13
SAYE – 5,994 – – – 5,994 £5.13 16/12/25 n/a 01/02/31 01/08/31 – –
Total 16,896 5,994 (6,896) – – 15,994 13
Neil
Smith ESOS 5,000 – – – (5,000) – £6.00 0 5/07/2 2 29/03/25 05/07/25 0 5/07/32 – –
ESOS 5,000 – – – – 5,000
4
£6.00 25/07/23 28/03/26 25/07/26 25/07/33 – –
ESOS – 5,102 – – – 5,102 £5.88 07/0 8/25 25/03/28 07/0 8/2 8 07/0 8/3 5 – –
Total 10,000 5,102 – – (5,000) 10,102 –
Fred
Turner ESOS 834 – – – (834) – £6.00 05/07/2 2 29/03/25 05/07/25 0 5/07/32 – –
ESOS 9,16 6 – – – – 9,166
4
£6.00 25/07/23 28/03/26 25/07/26 24/07/33 – –
ESOS – 851 – – – 851 £5.88 07/0 8/25 25/03/28 07/0 8/2 8 07/0 8/3 5 – –
SAYE 6,896 – (6,896) – – – £4.35 30/09/20 n/a 01/11/25 01/0 5/26 £6.18 13
Total 16,896 851 (6,896) – (834) 10,017 13
Dawn
Browne ESOS 4,167 – – – (4,167) – £6.00 05/07/2 2 29/03/25 05/07/25 0 5/07/32 – –
ESOS 5,833 – – – – 5,833
4
£6.00 25/07/23 28/03/26 25/07/26 25/07/33 – –
ESOS – 4,252 – – – 4,252 £5.88 07/0 8/25 25/03/28 07/0 8/28 07/0 8/35 – –
SAYE 1,718 – (1,718) – – – £4.19 16/12/22 n/a 01/02/26 01/0 8/26 £6.86 5
SAYE 1,413 – – – – 1,413 £5.25 19/12/23 n/a 01/02/27 01/0 8/27 – –
SAYE 669 – – – – 669 £5.51 18/12/24 n/a 01/02/28 01/0 8/28 – –
SAYE – 1,423 – – – 1,423 £5.13 16/12/25 n/a 01/02/29 01/0 8/29 – –
Total 13,800 5,675 (1,718) –
(4,167) 13,590 5
1 The ESOS and SAYE Scheme are both tax-advantaged share option schemes.
2 SAYE options are normally exercisable for a period of six months from the maturity date at an option price that is discounted by 20% of the average market price for the three days prior to grant for options granted in 2020
and five days prior to grant for options granted from 2021.
3 The ESOS performance conditions are disclosed in Note 27 to the financial statements.
4 The performance condition for this award was met and the awards became exercisable after the FY2026 year end.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 93
REMUNERATION COMMITTEE REPORT
CONTINUED
Executive Directors’ Long-Term Incentive Plan
The LTIP awards held by Directors are set out in the table below. All awards are granted as conditional share awards.
Director Grant date
As at
29 March
2025 Granted Lapsed Released
As at
28 March
2026 Status
Performance
period end
4
Simon Emeny
Recovery LTIP – “A” Shares
29/09/2021
34,788 – – – 34,788
Vested and
unreleased
1
30/03/2024
Recovery LTIP – “B” Shares 86,971 – – – 86,971
2022 LTIP – “A” Shares
05/07/2 02 2
87, 75 4 – (87, 75 4) – –
Lapsed
2
29/03/2025
2022 LTIP – “B” Shares 219,3 86 – (219, 3 86) – –
2023 LTIP – “A” Shares
25/07/2023
95,095 – – – 95,095
Unvested
3
28/03/2026
2023 LTIP – “B” Shares 2 37, 73 9 – – – 2 37, 7 39
2024 LTIP – “A” Shares
28/06/2024
83,237 – – – 83,237
Unvested 27/03/2027
2024 LTIP – “B” Shares 208,093 – – – 208,093
2025 LTIP – “A” Shares
19/06/2025
– 100,372 – – 100,372
Unvested 25/03/2028
2025 LTIP – “B” Shares – 250,930 – – 250,930
2025 LTIP Top-Up – “A” Shares
07/0 8/2 0 2 5
– 4,156 – – 4,156
Unvested 25/03/2028
2025 LTIP Top-Up – “B” Shares – 10,392 – – 10,392
Total “A” Shares 300,874 104,528 (87,75 4) – 317,64 8
Total “B” Shares 752,189 261,322 (219,3 86) – 794,125
Neil Smith
Recovery LTIP – “A” Shares
13/12/2021
18,635 – – – 18,635
Vested and
unreleased
1
30/03/2024
Recovery LTIP – “B” Shares 46,589 – – – 46,589
2022 LTIP – “A” Shares
05/07/2 02 2
48,513 – (48,513) – –
Lapsed
2
29/03/2025
2022 LTIP – “B” Shares 121,282 – (121,282) – –
2023 LTIP – “A” Shares
25/07/2023
52,631 – – – 52,631
Unvested
3
28/03/2026
2023 LTIP – “B” Shares 131,578 – – – 131,578
2024 LTIP – “A” Shares
28/06/2024
46,060 – – – 46,060
Unvested 27/03/2027
2024 LTIP – “B” Shares 115,152 – – – 115,152
2025 LTIP – “A” Shares
19/06/2025
– 55,585 – – 55,585
Unvested 25/03/2028
2025 LTIP – “B” Shares – 138,964 – – 138,964
Total “A” Shares 165,839 55,585 48,513 – 172 ,911
Total “B” Shares 414,601 138,964 121,282 – 432,283
Fred Turner
Recovery LTIP – “A” Shares
29/09/2021
13,915 – – – 13,915
Vested and
unreleased
1
30/03/2024
Recovery LTIP – “B” Shares
34,788 – – – 34,788
REMUNERATION COMMITTEE REPORT
CONTINUED
94 Fuller, Smith & Turner P.L.C.
Director Grant date
As at
29 March
2025 Granted Lapsed Released
As at
28 March
2026 Status
Performance
period end
4
Fred Turner continued
2022 LTIP – “A” Shares
05/07/2 02 2
35,081 – (35,081) – –
Lapsed
2
29/03/2025
2022 LTIP – “B” Shares
87, 70 4 – ( 8 7, 70 4 ) – –
2023 LTIP – “A” Shares
25/07/2023
38,021 – – – 38,021
Unvested
3
28/03/2026
2023 LTIP – “B” Shares
95,052 – – – 95,052
2024 LTIP – “A” Shares
28/06/2024
33,280 – – – 33,280
Unvested 27/03/2027
2024 LTIP – “B" Shares
83,201 – – – 83,201
2025 LTIP – “A” Shares
19/06/2025
– 40,199 – – 40,199
Unvested 25/03/2028
2025 LTIP – “B” Shares
– 100,499 – 100,499
2025 LTIP Top-Up – “A” Shares
07/0 8/2 0 2 5
– 8,852 – – 8,852
Unvested
25/03/2028
2025 LTIP Top-Up – “B” Shares
– 22,131 – – 22,131
25/03/2028
Total “A” Shares
120,297 49,051 (35,081) – 134,267
Total “B” Shares
300,745 122,630 (87,7 0 4) – 335,671
Dawn Browne
Recovery LTIP – “A” Shares
3
29/09/2021
5,218 – – – 5,218
Vested and
unreleased
1
30/03/2024
Recovery LTIP – “B” Shares
3
13,045 – – – 13,045
2022 LTIP – “A” Shares
3
05/07/2 02 2
17, 0 3 9 – (17, 0 3 9) – –
Lapsed
2
29/03/2025
2022 LTIP – “B” Shares
3
42,599 – (42,599) – –
2023 LTIP – “A” Shares
25/07/2023
36,739 – – – 36,739
Unvested
3
28/03/2026
2023 LTIP – “B” Shares
91,848 – – – 91,848
2024 LTIP – “A” Shares
28/06/2024
32,130 – – – 32,130
Unvested 27/03/2027
2024 LTIP – “B” Shares
80,326 – – – 80,326
2025 LTIP – “A” Shares
19/06/2025
– 38,761 – – 38,761
Unvested 25/03/2028
2025 LTIP – “B” Shares
– 96,902 – – 96,902
Total “A” Shares
91,126 38,761 (17, 0 39) – 112, 8 4 8
Total “B” Shares
2 27,818 96,902 (42,599) – 282,121
1 The holding period for the Recovery LTIP ended on 9 May 2026. However, as the Company was in a close period at that time and dealing restrictions applied, the shares will be released as soon as practicable after the
announcement of the FY2026 results on 10 June 2026. A cash dividend equivalent in respect of the vested shares will be paid at the date the shares are released.
2 The performance condition for the 2022 LTIP was not met and awards lapsed on 8 May 2025. In respect of Dawn Browne, this award was granted to her before her appointment as a Director on 3 July 2023.
3 The Committee determined on 8 May 2026 that the performance condition for the 2023 LTIP, which was an adjusted EPS target, had been met and awards would vest in full. Awards are subject to a two-year holding period
following the vesting date. A cash dividend equivalent in respect of the vested shares will be paid at the date the shares are released.
4 The performance periods run for three years from the commencement of each financial year in which the award is granted. Awards vest at the end of the performance period to the extent that certain performance criteria are
met as detailed on pages 89 and 90 in respect of the 2023 LTIP and the 2025 LTIP / 2025 LTIP Top-Up, and as detailed in the Directors’ Remuneration Report (“DRR”) for the preceding years: pages 93 and 94 in respect of the 2022 LTIP
and 2024 LTIP of the FY2025 DRR, and page 73 of the FY2022 DRR in respect of the Recovery LTIP.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 95
REMUNERATION COMMITTEE REPORT
CONTINUED
Executive Directors’ Bonus and Deferred Bonus Plan
The BDBP awards held by Directors are set out in the table below. All awards are granted as conditional share awards over “A” Ordinary Shares. The awards will normally vest three years
from the grant date and dividend equivalents will accrue up until the vesting date.
Grant date
Market price
at grant
1
As at 29 March 2025 Deferred Released As at 28 March 2026 Release date
Simon Emeny
2024 BDBP 28/06/2024 £6.956 18,400 – – 18,400 28/06/2027
2025 BDBP 19/06/2025 £5.908 – 20,286 – 20,286 19/06/2028
18,400 20,286 – 38,686
Neil Smith
2024 BDBP 28/06/2024 £6.956 12,730 – – 12,730 28/06/2027
2025 BDBP 19/06/2025 £5.908 – 14,032 – 14,032 19/06/2028
12,730 14,032 – 26,762
Fred Turner
2024 BDBP 28/06/2024 £6.956 7, 3 5 6 – – 7, 3 5 6 28/06/2027
2025 BDBP 19/06/2025 £5.908 – 8,111 – 8 ,111 19/06/2028
7,3 5 6 8,111 – 15,467
Dawn Browne
2024 BDBP 28/06/2024 £6.956 1,993 – – 1,993 28/06/2027
2025 BDBP 19/06/2025 £5.908 – 7, 8 3 0 – 7, 8 3 0 19/06/2028
1,993 7, 83 0 – 9,823
1 For the 2024 BDBP awards, the market price is the five-day average price of the middle market quotations ending 27 June 2024 for “A” Ordinary Shares. For the 2025 BDBP awards, the market price is the five-day average
price of the middle market quotations ending 18 June 2025 for “A” Ordinary Shares.
External directorship fees
The Board may give approval for Executives to hold one paid non-executive role and to retain any related fees paid.
Simon Emeny is the Senior Independent Director of WH Smith PLC, for which he receives and retains an annual fee of £81,149. In addition, he received a fee of £41,961 for covering the
chairman role on an interim basis from 2 February 2026 to 6 April 2026.
96 Fuller, Smith & Turner P.L.C.
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.
The table below shows the total remuneration figure for the Chief Executive (Executive Chairman since 22 July 2025) over the last 10 financial years and the annual bonus and LTIP payout
for each year as a percentage of the maximum available:
2017 2018 2019 2020
1
2021
2
2022 2023 2024 2025 2026
Single figure total remuneration (£’000s) 1,097 1,089 687 600 590 935 639 1,520 1,256 2,262
Annual bonus
3
41% 48% 48% nil nil 61% nil 98% 95.7% 98.6%
LTIP 100% 56% nil nil nil nil nil 25% nil 100%
1 One-third of the annual bonus was due to payout, 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.
35,000
20,000
25,000
30,000
15,000
10,000
5,000
0
March
2016
March
2017
March
2018
March
2019
March
2020
March
2021
March
2022
March
2023
March
2024
March
2025
March
2026
Fuller, Smith & Turner P.L.C.
FTSE All Share Source: LSEG Refinitiv
Fuller, Smith & Turner P.L.C. 10,768
FTSE All Share 29,084
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 97
REMUNERATION COMMITTEE REPORT
CONTINUED
Percentage change in remuneration of Directors and employees
The table below shows the percentage change in the remuneration (based on salary, benefits and annual bonus) of the Board of Directors compared with that of the average of all
employees of the Company taken as a whole. The Non-Executive Directors do not receive any variable pay.
Executive Directors
2
Non-Executive Directors
3
Former Directors
Average of all
employees Simon Emeny Neil Smith Fred Turner Dawn Browne Juliette Stacey Sir James Fuller Bt Richard Fuller Robin Rowland Michael Turner Helen Jones
2025–2026
Salary / fees 5.8% 6.0% 2.7% 20.3% 2.7% 0.0% 0.0% 0.0% 14.7% (64.8)% (99.5)%
Benefits
4
0.8% 5.9% 17.0% 21.9% 14.7% n/a n/a n/a n/a 0.0% n/a
Bonus
5
2.7% 8.7% 5.6% 22.8% 5.6% n/a n/a n/a n/a n/a n/a
2024–2025
6
Salary / fees 6.4% 4.3% 4.3% 4.3% 37.2% 7.3% 10.5% 11.5% 9.7% nil% 8.3%
Benefits 0.4% 3.2% 7.2% 9.5% 69.7% n/a n/a n/a n/a 12.1% n/a
Bonus
5
(7.3)% 1.6% 1.6% 1.6% 35.8% n/a n/a n/a n/a n/a n/a
2023–2024
6
Salary / fees 7.6% 5.5% 5.6% 5.5% – 2.5% 3.6% 4.0% 3.3% (12.8)% 2.9%
Benefits (0.3)% 0.5% 1.1% 1.4% – n/a n/a n/a n/a 1.8% n/a
Bonus
5
257% 100% 100% 100% – n/a n/a n/a n/a n/a n/a
2022–2023
6
Salary / fees 3.3% 2.8% – 2.8% – 4.9% 7.3% 8.1% 6.7% (3.7)% 9.4%
Benefits (12.2)% 0.2% – 0.6% – n/a n/a n/a n/a 0.8% n/a
Bonus
5
100% 100% – 100% – n/a n/a n/a n/a n/a n/a
2021–2022
6
Salary / fees 2.3% 8.4% – 8.4% – 8.4% 9.3% 9.6% 9.1% 6.7% 10.1%
Benefits (17.0)% 0.3% – 1.0% – n/a n/a n/a n/a 1.3% n/a
Bonus
5
(100)% nil% – nil% – n/a n/a n/a n/a n/a n/a
1 The employee comparator group excludes employees not employed by the Parent Company.
2 See the single figure table on page 88 for details of Executive Directors’ remuneration which support the percentage changes above. In respect of Simon Emeny and Fred Turner, the figures reflect the increased salary
they received following their changes of role to Executive Chairman and Chief Operating Officer on 22 July 2025.
3 Jane Bednall was appointed on 1 April 2025 and therefore is not included in the table as there is no prior year remuneration figure to calculate the percentage change in remuneration.
4 The change in taxable benefits is principally due to the increase in the cost of the private health benefit.
5 Reflects the increase or decrease in the percentage of annual salary paid out as bonus. Prior to FY2024, the change in annual bonus was based on actual bonus paid to the individual in the relevant financial year.
FromFY2024, the change in annual bonus is based on bonus earned in the relevant financial year. No bonus was paid to Executive Directors in FY2020, FY2021 and FY2023.
6 Please refer to the relevant Annual Report and Accounts for further information on the figures for prior years shown in the table.
98 Fuller, Smith & Turner P.L.C.
CEO pay ratio
The following table sets out CEO pay ratio figures, in respect of the financial year ended 28
March 2026. Full detail is set out in the single figure table on page 88. The information relates
to the Executive Chairman, which covers the CEO function, and CEO for prior years.
Year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio
FY2026 Option B 88.2:1 69.8:1 57.6:1
FY2025 Option B 49.3:1 35.5:1 32.9:1
FY2024 Option B 61.3:1 53.1:1 44.7:1
FY2023 Option B 30.8:1 26.0:1 18.9:1
FY2022 Option B 49.1:1 43.6:1 30.7:1
FY2021 Option B 35.7:1 33.2:1 23.8:1
The increase in the pay ratio between FY2025 and FY2026 is predominantly driven by the
Executive Chairman’s LTIP/Options vesting in the current year as set out in the single figure
table on page 88. The ratio is reflective of the Company’s wider policies on employee pay,
reward and progression.
The relevant individuals have been identified using Option B, as defined under the relevant
regulations, which the Remuneration Committee considered to be the most appropriate
methodology based on the availability of data at the time the Annual Report was
published. The respective single figure values for each individual for FY2026 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, and this
showed that the identified employees were representative of the 25th percentile, median
and 75th percentile employees
Year
Supporting
information
Executive
Chairman
2026
£’000s
25th percentile
pay ratio
2026
£’000s
Median
pay ratio
2026
£’000s
75th percentile
pay ratio
2026
£’000s
FY2026 Salary 609 25 31 37
Total pay 2,262 26 32 39
Relative importance of spend on pay
The graph below shows the total remuneration for the Group’s employees compared with
other key financial indicators:
150
0
20
40
60
80
100
120
140
Taxes payable to HMRC
1
Remuneration Capital expenditure
and business
combinations
2
Dividends and
share buybacks
2026 2025
£m
1 Taxes payable to HMRC is based upon tax incurred in the year and includes corporation tax, VAT, PAYE, NI,
duty, stamp duty, non-domestic rates, property licences, environmental levies and machine gameduty.
2 Capital expenditure and business combinations (including site acquisitions) represents cash paid in
theyear.
Employee engagement
The Committee receives updates on workforce pay and benefits throughout the business
and considers workforce remuneration as part of the review of executive remuneration.
The Committee will take into account any feedback on executive remuneration provided
by the Chief People Officer and any relevant feedback from employee surveys. As part of
her role as Designated Director for Employee Engagement, Jane Bednall (and Helen Jones
until retiring) 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
of the Company to participate as shareholders and aligns their interests with those of
othershareholders.
Independent advisors
Deloitte LLP was appointed by the Committee in June 2019 and, during the year under
review, provided the Committee and the Company with advice in connection with
remuneration matters as well as the Company’s executive share plans and SAYE plan.
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 FY2026 (FY2025: £14,000 (plus VAT)). During the
year, Deloitte also provided other unrelated tax advice to the Company.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 99
REMUNERATION COMMITTEE REPORT
CONTINUED
Independent advisors continued
The 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 Committee have no connections with Fuller’s or its Directors that may impair their independence.
TheCommittee reviewed the potential for conflicts of interest and judged that there were appropriate safeguards against suchconflicts.
XPS Pension Group provides the Company with advice on matters relating to the Fuller’s Defined Benefit Pension Plan (now closed).
XPSPension 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 Committee reviews its performance with Board members and other participants, through the annual Board performance review.
Seefurther information on page 73.
Statement of voting at Annual General Meeting
The results of the shareholder votes at the AGM on 23 July 2024 in respect of the Directors’ Remuneration Policy and on 22 July 2025 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 Policy 2024 93,633,350 94.59% 5,353,557 5.41% 98,986,907 48,705
Approval of Remuneration Report 2025 86,712,152 97. 5 4% 2,186,3 0 8 2.46% 88,898,460 78,873
The Directors’ Remuneration Report, encompassing pages 82 to 100, was approved by the Board and signed on its behalf by:
Robin Rowland
Chair of the Remuneration Committee
9 June 2026
100 Fuller, Smith & Turner P.L.C.
DIRECTORS’ REPORT
THE DIRECTORS PRESENT THEIR REPORT TO SHAREHOLDERS
TOGETHER WITH THE AUDITED FINANCIAL STATEMENTS FOR
THE52 WEEKS ENDED 28 MARCH 2026.
The Directors’ Report (pages 101 to 103) and the Strategic Report
(pages 8 to 52) together constitute the management report
for the purpose of Rule 4.1.8R of the Disclosure Guidance and
Transparency Rules. Other information relevant to the Report,
including information relevant pursuant to the Companies Act 2006
and UK Listing Rule 6.6.1R, is incorporated.
As permitted by legislation, some of the matters required to be included in the Directors’
Report have instead been included in the Strategic Report as the Board considers them to
be of strategic importance. Specifically, these are:
Information Reported in Pages
Future business developments Strategy 18 to 19
Employee engagement Stakeholder Engagement
Sustainability Report
64 to 69
20 to 22
Engagement with suppliers, customers
and others
Stakeholder Engagement
Sustainability Report
64 to 69
21 and 23
Emissions reporting Sustainability Performance,
SECR and TCFD Report
20 to 23
and 40
to51
Annual General Meeting
The 2026 AGM will be held at 11am on Tuesday 21 July 2026 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.
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.
Directors’ indemnities and insurance
The Articles of Association provide the
Directors with indemnities in relation to their
duties as Directors, including qualifying
third party indemnity provisions (within
the meaning of the Companies Act). The
Company purchases Directors’ and Officers’
liability insurance, which gives appropriate
cover for any legal action brought against
its Directors. This insurance also covers
the Trustees of the Fuller’s Defined Benefit
Pension Plan.
Directors’ interests
Details of all Directors’ interests as at the
end of the financial year are set out in the
Directors’ Remuneration Report on page 90
and pages 92 to 96.
Corporate Governance Statement
The Governance Report on pages 53 to 100 is
incorporated by reference into this Directors’
Report and provides information to fulfil the
requirements of Rule 7.2 of the Disclosure
Guidance and Transparency Rules.
Directors
The names and biographical details of the
Directors who served on the Board and
Board Committees during the financial year
and up to the date of this Report are given
on pages 58 and 59. All Directors, apart
from Helen Jones who retired on 31 March
2025, Jane Bednall who was appointed on
1 April 2025 and Michael Turner who retired
on 22July 2025, served for the full year.
Appointment and retirement
of Directors
The Articles state that the Board may
appoint Directors and that at the
subsequent AGM, shareholders may
elect any such Director. Alternatively, the
Company may directly appoint a Director.
The Articles also contain the power for
the Company to remove any Director by
special resolution and appoint someone in
his or her place by 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.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 101
DIRECTORS’ REPORT
CONTINUED
Dividends
The Company paid an interim dividend of
7.85p per “A” and “C” Ordinary Share of 40p
each and 0.785p per “B” Ordinary Share of
4p each on 2 January 2026 (H1 2025: 7.41p
per “A” and “C” Ordinary Share of 40p
each and 0.741p per “B” Ordinary Share of
4p each). The Directors now recommend
a final dividend of 13.35p per “A” and “C”
Ordinary Share of 40p each and 1.335p per
“B” Ordinary Share of 4peach.
This makes a total dividend for the financial
year of 21.20p per “A” and “C” Ordinary
Share of 40p each and 2.120p per “B”
Ordinary Share of 4p each (FY2025: 19.76p
per “A” and “C” Ordinary Share of 40p
each and 1.976p per “B” Ordinary Share of
4p each).
The total proposed final dividend on
Ordinary Shares will be £7.1 million, which
together with the 2026 interim dividend
payment of £4.2 million and the £120,000
of cumulative preference share dividends
paid in the year, will result in total dividend
payments of £11.4 million.
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
whereverappropriate.
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 and Human
Trafficking Statement on ourwebsite.
Information required under the
Listing Rules
For the purposes of LR6.6.1R, the information
required to be disclosed by LR6.6.1R
can be found in the Annual Report and
Accounts 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 90 and pages 93 to 95.
• 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
There were no post-Balance Sheet events.
Purchase of Ordinary Shares
At the AGM held on 22 July 2025, the
Company was given authority to purchase
up to 3,305,631 “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 5% of the
“A” Ordinary Share capital at the 2026 AGM.
The Company’s maximum issued Ordinary
Share capital during the year was
£23,821,446, comprising 37,322,789 “A”
Ordinary Shares, 89,052,625 “B” Ordinary
Shares and 13,325,563 “C” OrdinaryShares.
During the year, the Company purchased
a total of 2,284,485 “A” Ordinary Shares
at a total cost of £14,095,937.66 (exclusive
of stamp duty). These share purchases
represented 1.6% of the Company’s
maximum issued Ordinary Share capital
and 6.12% of the Company’s “A” Ordinary
Sharecapital.
116,438 “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 £515,995.70. As at 28 March
2026, a total of 4,908,377 “A” Ordinary
Shares and a total of 4,327,915 “B” Ordinary
Shares were held as treasuryshares.
During the year, the total number of “A”
Ordinary Shares held in treasury which have
been cancelled as part of the Company’s
buyback programme is 1,100,000. Since the
year end, a further 2,500.000 “A” Ordinary
Shares held in treasury have been cancelled.
Share capital
Information on the Company’s financial
instruments, capital structure and related
restrictions is given in Notes 25 and 26 to the
financial statements. Details of significant
shareholdings are set out below.
As at 28 March 2026, Computershare
Trustees Limited held a total of 116,277 “A”
Ordinary Shares on behalf of employees
of the Company who are participants in
its SIP. This represents 0.4% of the issued “A”
Ordinary Share capital (excluding shares
held in treasury). A dividend waiver is in
place in respect of the shares that have not
been allocated to participants. In respect
of the shares that have been allocated,
Computershare Trustees Limited exercises
voting rights in relation to those shares,
having consulted with the participants
about their voting intentions.
As at 28 March 2026, the Fuller, Smith &
Turner P.L.C. Employee Share Ownership
Trust held 1,255,143 “B” Ordinary Shares and
5,935 “C” Ordinary Shares in the Company.
A dividend waiver is in place to cover the
entire holding. The Trustees do not exercise
the voting rights attached to shares held in
the Trust.
102 Fuller, Smith & Turner P.L.C.
Substantial shareholdings
The Company has been notified under the Disclosure Guidance and Transparency Rules
of the following holdings of voting rights (which excludes shares held in treasury) of its listed
issued share capital:
“A” Ordinary Shares of 40p each
% of total voting rights
As at
28 March 2026
As at
9 June 2026
Lansdowne Partners (UK) LLP 12.00 12.00
Azvalor Asset Management SGIIC SA 10.06 10.06
Ameriprise Financial, Inc. (Columbia
Threadneedle)
4.68 4.68
Mr M A and Mrs N D Taylor 4.64 4.64
1 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
(which excludes shares held in treasury) in the two classes of its unlisted share capital:
“B” Ordinary Shares of 4p each
As at
28 March 2026
As at
9 June 2026
Mr A W M Mitchell & Burges Salmon Trustees Ltd
1
15.61 15.61
Mr R H F Fuller & Mr P J Turner & Mr P A Sheils
1
8.05 8.05
Mr A G F Fuller 6.03 6.03
Mr R H F Fuller & Mr P A Sheils & Mr P J Turner
1
4.86 4.86
The Estate of Mr R D Inverarity
2
3.83 –
Dunarden Limited 3.78 3.78
Mr G F Inverarity 3.66 3.66
Mr M J Turner 3.57 3.57
Miss S M Turner 3.50 3.50
Mr R H F Fuller 3.19 3.19
Mr T J M Turner 3.16 3.16
1 Shares held for the benefit of a Trust.
2 The Estate of Mr R D Inverarity was settled following the year end.
“C” Ordinary Shares of 40p each
As at
28 March 2026
As at
9 June 2026
Mr A W M Mitchell & Burges Salmon Trustees Ltd
1
34.24 34.24
Mr T J M Turner 6.84 6.84
Miss S M Turner 5.80 5.80
Greenwoods Legal Trust Corporation Limited
& Sir J H F Fuller
1
4.74 4.74
Sir J H F Fuller & Mr A W M Mitchell
1
4.27 4.27
Mrs D M St. C Turner 3.41 3.41
Mr C D W Williams 3.34 3.34
Lady L M Fuller 3.11 3 .11
Mrs A S Turner 3.04 3.04
1 Shares held for the benefit of a Trust.
Significant agreements
The Group has entered into a number of agreements with the major brewers operating in
the UK under which it buys beer, and these agreements may be terminated by the other
party should the Group undergo a change of control.
In the event of a change of control, the Company is obliged to notify its main bank lenders
of such. The lenders shall not be obliged to fund any new borrowing requests and the
facilities will lapse after 30 days from the change of control if terms on which they can
continue have not been agreed. All borrowings including accrued interest will become
repayable within 10 days of such a lapse.
The service agreements of the Executive Directors include provisions regarding a change of
control. Further details are included in the Directors’ Remuneration Policy on pages 95 to 97
of the Annual Report and Accounts 2024.
By order of the Board
Rachel Spencer
Company Secretary
9 June 2026
Fuller, Smith & Turner P.L.C.
Pier House
86-93 Strand-on-the-Green
London W4 3NN
Registered in England under number: 241882
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 103
DIRECTORS’ RESPONSIBILITIES STATEMENT
Statement of Directors’
responsibilities in respect
of the Financial Statements
The Directors are responsible for preparing
the Strategic Report, the Annual Report,
the Remuneration Report, and the Group
and Company financial statements in
accordance with applicable United
Kingdom law and regulations.
Company law requires the Directors to
prepare financial statements for each
financial year. Under that law, the
Directors have elected to prepare the
financial statements in accordance with
international accounting standards in
conformity with the requirements of the
Companies Act 2006.
The Directors have chosen to prepare the
parent company financial statements
in accordance with Financial Reporting
Standard 101 Reduced Disclosure
Framework. Under company law the
Directors must not approve the financial
statements unless they are satisfied that
they give a true and fair view of the state of
affairs of the Company and of the profit or
loss of the Company for that period.
In preparing the parent company financial
statements, the Directors are required to:
• select suitable accounting policies and
then apply them consistently;
• make judgements and accounting
estimates that are reasonable and prudent;
• state whether applicable UK Accounting
Standards have been followed, subject
to any material departures disclosed and
explained in the financial statements; and
• prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the
Company will continue in business.
In preparing the Group financial statements,
International Accounting Standard 1
requires that Directors:
• properly select and apply accounting
policies;
• 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 IFRS Standards is insufficient to enable
users to understand the impact of particular
transactions, other events and conditions
on the entity’s financial position and
financial performance; and
• make an assessment of the Group’s ability
to continue as a going concern.
The Directors are responsible for keeping
adequate accounting records that
are sufficient to show and explain the
Company’s transactions and disclose with
reasonable accuracy at any time the
financial position of the Company and
enable them to ensure that the financial
statements comply with the Companies
Act 2006. They are also responsible for
safeguarding the assets of the Company
and hence for taking reasonable steps for
the prevention and detection of fraud and
other irregularities.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Company’s website. Legislation in the United
Kingdom governing the preparation and
dissemination of financial statements may
differ from legislation in other jurisdictions.
Responsibility statement
We confirm that to the best of our
knowledge:
• the financial statements, prepared in
accordance with the relevant financial
reporting framework, give a true and
fair view of the assets, liabilities, financial
position and profit or loss of the Company
and the undertakings included in the
consolidation taken as a whole;
• the strategic report includes a fair review of
the development and performance of the
business and the position of the Company
and the undertakings included in the
consolidation taken as a whole, together
with a description of the principal risks and
uncertainties that they face; and
• the Annual Report and Accounts,
taken as a whole, is fair, balanced,
and understandable and provides the
information necessary for shareholders
to assess the Company’s position and
performance, business model and strategy.
This responsibility statement was approved
by the Board of Directors on 9 June 2026
and is signed on its behalf by:
By order of the Board
Simon Emeny
Executive Chairman
9 June 2026
104 Fuller, Smith & Turner P.L.C.
FINANCIAL
STATEMENTS
Independent Auditor’s Report 106
Group Income Statement 113
Group Statement of ComprehensiveIncome 114
Group Balance Sheet 115
Company Balance Sheet 116
Group Statement of Changes in Equity 117
Company Statement of Changes in Equity 118
Group Cash Flow Statement 119
Notes to the Financial Statements 120
ADDITIONAL INFORMATION
Directors, Advisors and Other Information 165
Glossary 167
Five Years’ Progress 168
Strategic Report Governance Report Financial Statements Additional InformationOverview
105Annual Report and Accounts 2026
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 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 28 March 2026 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
United Kingdom Generally Accepted Accounting Practice, 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 28 March 2026
whichcomprise:
Group Company
Group Balance sheet as at 28 March 2026 Company Balance sheet as at 28 March
2026
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
Related notes 1 to 29 to the financial
statements, including material accounting
policy information
Group statement of changes in equity for the
52-week period then ended
Group statement of cash flows for the 52-
week period then ended
Related notes 1 to 29 to the financial
statements, including material accounting
policy information
The financial reporting framework that has been applied in the preparation of the
Group financial statements is applicable law and UK adopted international accounting
standards. The financial reporting framework that has been applied in the preparation
of the Company financial statements is applicable law and United Kingdom accounting
standards, including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally
Accepted Accounting Practice).
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs
(UK)”) and applicable law. Our responsibilities under those standards are further described in
the Auditor’s responsibilities for the audit of the financial statements section of our report. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
INDEPENDENCE
We are independent of the Group and Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the
Group or the Company and we remain independent of the Group and the Company in
conducting the audit.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that the Directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group and Company’s ability to continue
to adopt the going concern basis of accounting included:
• We confirmed our understanding of the Group’s going concern assessment process and
management’s related Board memoranda;
• We agreed 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 for the review
period to 26 June 2027;
• We challenged management’s cash flow forecasts by reference to historical financial
performance and considered independent external industry forecasts, including
considering any contradictory information that was inconsistent with management’s
assumptions;
• We assessed the consistency of the base case cashflows with the cashflow forecasts
used within our impairment assessment;
• We read the Board minutes to identify any matters that may impact the going concern
assessment, and;
• We assessed the appropriateness of the going concern disclosures in describing the risks
associated with the Group and Company’s ability to continue as a going concern for
the review period to 26 June 2027.
106 Fuller, Smith & Turner P.L.C.
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 a period to
26June 2027.
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 and
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 2025.
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 £2.0 million which represents 0.5% of
Grouprevenue.
AN OVERVIEW OF THE SCOPE OF THE COMPANY AND GROUPAUDITS
Our audit reflects the requirements of ISA (UK) 600 (Revised). We have followed a risk-based
approach when developing our audit approach to obtain sufficient appropriate audit
evidence on which to base our audit opinion. We performed risk assessment procedures
to identify and assess risks of material misstatement of the Group financial statements
and identified significant accounts and disclosures. When identifying components on
which audit work needed to be performed to respond to the identified risks of material
misstatement of the Group financial statements, we considered our understanding of
the Group and its business environment, the potential impact of climate change, the
applicable financial framework, the Group’s system of internal control at the entity level, the
existence of centralised processes, applications and any relevant internal audit results.
We determined that centralised audit procedures can be performed across all Group
significant accounts and therefore identified one full scope component for the Group due
to the Group operations being in the UK and there being one finance team. Our scoping to
address the risk of material misstatement for each key audit matter is set out in the Key audit
matters section of our report.
CLIMATE CHANGE
Stakeholders are increasingly interested in how climate change will impact the Group. The
Group has determined that the most significant future impacts from climate change on
its operations will be from higher sourcing costs / supply issues for ingredients affected by
increased extreme weather events impacting harvests and the risk of increased extreme
weather events (e.g. flooding) in the UK causing reduced footfall / pub closures and
impacting staff travel and wellbeing. These are explained on pages 41 to 51 in the required
Task Force on Climate-related Financial Disclosures and on page 39 in the principal risks
and uncertainties. The Group has also explained its climate commitments on pages 49 to
51. 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 46 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.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current period and include
the most significant assessed risks of material misstatement (whether or not due to fraud)
that we identified. These matters included those which had the greatest effect on: the
overall audit strategy; the allocation of resources in the audit; and directing the efforts of
the engagement team. These matters were addressed in the context of our audit of the
financial statements as a whole, and in our opinion thereon, and we do not provide a
separate opinion on these matters.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 107
Risk Our response to the risk
Risk: Impairment of Property, Plant and Equipment (PPE) and Right-of-Use Assets (ROU Assets)
Refer to the Audit & Risk Committee Report (page 76); Note 1. Authorisation of Financial Statements and Accounting Policies (page 121); and Note 13. Impairment (page 141).
As of 28 March 2026, the carrying value of PPE is
£594.0million (2025: £585.7 million) and ROU assets is
£52.5 million (2025: £52.8 million). Impairment for tangible
assets (PPE and ROU Assets) is tested on the basis of each
individual cash-generating unit (“CGU") – an individual
pub site.
There is a risk that pubs may not achieve the anticipated
business performance to support their carrying value. This
could lead to an impairment charge that has not been
recognised by management. Indicators of impairment
reversals were considered at certain sites where actual
trading performance has been better than budgeted in
previous impairment assessments.
Significant judgement is required in estimating the
recoverable amount of each pub, which is determined
as the higher of value in use or fair value less cost to sell.
Value-in-use includes key assumptions in forecasting
future cash flows of each pub, the long-term growth
rate, and the rate at which cash flows are discounted.
Likewise, fair value less cost to sell involves significant
judgement in determining the fair market value of the
respective pubs.
The impairment charge and reversal of previous
impairments are classified as a separately disclosed item
in the Income Statement.
Due to the significance of PPE and ROU assets, the
matter was one of the most significant assessed risks of
material misstatement identified. Our assessment of the
risk is unchanged from the prior period.
We gained an understanding through a walkthrough of the process and controls management has in place over the impairment process.
We validated that the methodology of the impairment exercise is consistent with the requirements of IAS 36 Impairment of Assets,
including appropriate identification of cash-generating units and the allocation of central service costs in the value in use calculations.
We tested the arithmetical accuracy and integrity of the impairment model and confirmed that the forecasts were consistent with the
Board approved forecasts and those used in the going concern assessment.
We agreed the carrying value of each CGU back to the fixed asset register and confirmed the completeness of pub listing included in
the assessment.
Below we summarise the procedures performed in relation to the key judgements for the tangible (PPE and ROU assets) assets
impairment review:
• In respect of the cost inflation and consumer spending habit assumptions on both short-term trading and the longer-term growth
rate, we compared management’s assumptions against external economic forecasts and actual performance. We met with
management and challenged historical and future trading performance and judgements and estimates made in assessing
impairment.
• We also performed sensitivity analysis based on reasonable possible changes to key assumptions determined by management, being
long-term growth rate and discount rate. We assessed that the reasonably possible changes in assumptions applied by management
were appropriate by reference to the ranges independently established by our work.
• We used our internal valuation specialists to support our assessment of the discount rate and long-term growth rate applied to
cashflows by independently determining an acceptable range of values for each assumption.
• Where management’s pub impairment assessment was based on the fair value approach, an external desk-top property valuation
was obtained from management’s specialists on a sample of pubs. We reviewed the methodology applied and audited the key
assumptions that form part of the valuation in light of recent transactions in the market with the assistance of our internal valuation
specialists.
We reviewed management’s indicators of impairment reversal; and tested management’s estimate of the reversal value, including
challenging whether there has been sufficient improved performance to support any reversal of impairment where required.
We reviewed the disclosures in the 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.
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF FULLER, SMITH & TURNER P.L.C. CONTINUED
108 Fuller, Smith & Turner P.L.C.
Key observations communicated to the Audit & Risk Committee
Based on our audit procedures, we have concluded the net impairment charge of £5.9 million is free from material error and misstatement.
We highlighted that a reasonably possible change in certain key assumptions, including growth rate and discount rate, could lead to material additional impairment charges. We communicated
how we challenged management in respect of CGU forecasts and market value judgements and estimates.
We concluded appropriate disclosures had been included by management for the above assumptions and that the impairment is appropriately presented as separately disclosed items given
market practice.
Risk Our response to the risk
Risk: Management override in the recognition of revenue
Refer to Note 1. Authorisation of Financial Statements and Accounting Policies (page 121); Note 2 (page 130); and Note 3. Revenue (page 132).
The Group recorded revenue of £397.8 million in the period (2025: £376.3 million), including
£364.8 million in the Managed Pubs and Hotels Division (2025: £342.7 million) and £33.0 million
in the Tenanted Inns segment (2025: £33.6 million).
The vast majority of the Group’s revenue transactions are non-complex, with no judgement
applied over the amount recorded.
We consider the significant risk relating to fraud in revenue recognition to be through
management override of controls and topside journals to revenue in the Managed Pubs and
Hotels and Tenanted Inns estate.
For Managed Pubs and Hotels and Tenanted Inns, revenue is typically comprised of a large
number of low-value transactions. Although there is little management judgement involved,
there is a risk that manual topside adjustments could be posted which could result in revenue
being overstated.
We recognise that revenue is a key metric upon which the Group is judged. The matter was
one of the most significant assessed risks of material misstatement identified. Our assessment of
the risk is unchanged from the prior period.
We performed a walkthrough of each of the Group’s significant revenue processes, including the
recording of manual journal adjustments, and assessed the design effectiveness of the key controls
that are in place.
We applied correlation data analysis over the majority of the Group’s revenue journal population to
identify how much of the Group’s revenue is converted to cash postings and to isolate non-standard
revenue transactions for further analysis, focusing our testing on higher risk transactions identified.
We searched for any topside journals to revenue and performed substantive procedures.
We performed cut-off testing procedures including review of post period end cash receipts, and an
analytical review of significant variances to the prior period including gross margin analytical review
to assess completeness.
Key observations communicated to the Audit & Risk Committee
Our testing over revenue did not identify any material errors in the recording of revenue for the period.
We did not identify any instance of management override in relation to revenue.
The above key audit matters are consistent with the prior year.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 109
OUR APPLICATION OF MATERIALITY
We apply the concept of materiality in planning and performing the audit, in evaluating the
effect of identified misstatements on the audit and in forming our audit opinion.
MATERIALITY
The magnitude of an omission or misstatement that, individually or in the aggregate, could
reasonably be expected to influence the economic decisions of the users of the financial
statements. Materiality provides a basis for determining the nature and extent of our audit
procedures.
We determined materiality for the Group and Company to be £2.0 million (2025: £1.9 million)
which is 0.5% (2025: 0.5%) of Group revenue. We believe that Group revenue provides us
with an appropriate materiality basis due to its prominence in the financial reporting to the
Group’s equity and debt stakeholders.
During the course of the audit, we reassessed initial materiality and there is no change in the
final materiality from original assessment at the planning stage.
PERFORMANCE MATERIALITY
The application of materiality at the individual account or balance level. It is set at an
amount to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessment, together with our assessment of the Group’s overall
control environment, our judgement was that performance materiality was 75%
(2025:75%) of our planning materiality, namely £1.5 million (2025: £1.4 million). We have set
performance materiality at this percentage as we did not anticipate a significant level of
audit differences following our 2025 audit.
REPORTING THRESHOLD
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit & Risk Committee that we would report to them all uncorrected
audit differences in excess of £0.1million (2025: £0.1million), 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 set out on
pages 1 to 104, including the Strategic Report and Governance Report other than the
financial statements and our Auditor’s Report thereon. The Directors are responsible for the
other information contained within the Annual Report.
Our opinion on the financial statements does not cover the other information and, except
to the extent otherwise explicitly stated in this report, we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required
to determine whether this gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT
2006
In our opinion, the part of the Directors’ Remuneration Report to be audited has been
properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• The information given in the Strategic Report and the Directors’ Report for the financial
year for which the financial statements are prepared is consistent with the financial
statements, and;
• The Strategic Report and the Directors’ Report have been prepared in accordance with
applicable legal requirements.
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF FULLER, SMITH & TURNER P.L.C. CONTINUED
110 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 UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the Corporate Governance Statement is materially consistent with the
financial statements or our knowledge obtained during the audit:
• Directors’ statement with regards to the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified, set out on page 120;
• Directors’ explanation as to their assessment of the Company’s prospects, the period this
assessment covers and why the period is appropriate, set out on page 31;
• Directors’ statement on whether it has a reasonable expectation that the Group and
Company will be able to continue in operation and meets its liabilities, set out on page 120;
• Directors’ statement on fair, balanced and understandable, set out on page 81;
• Board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks, set out on page 31;
• The section of the Annual Report that describes the review of effectiveness of risk
management and internal control systems, set out on page 79; and
• The section describing the work of the Audit & Risk Committee, set out on page 76.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors’ Responsibilities Statement set out on page 104,
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
FINANCIALSTATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Explanation as to what extent the audit was considered capable of
detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
We design procedures in line with our responsibilities, outlined above, to detect irregularities,
including fraud. The risk of not detecting a material misstatement due to fraud is higher
than the risk of not detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery or intentional misrepresentations, or through collusion.
The extent to which our procedures are capable of detecting irregularities, including fraud,
is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both
those charged with governance of the Company and management.
• We obtained an understanding of the legal and regulatory frameworks that are
applicable to the Group and determined that the most significant are the reporting
frameworks (UK adopted international accounting standards and United Kingdom
accounting standards, including FRS101), 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.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 111
• We understood how Fuller, Smith & Turner P.L.C. is complying with those frameworks by
making inquiries of management, those charged with governance, those responsible
for legal and compliance procedures and the Company Secretary. We corroborated
our inquiries through inspection of Board minutes and correspondence with regulatory
authorities and through attendance at Audit & Risk Committee meetings
• We assessed the susceptibility of the Group’s financial statements to material
misstatement, including how fraud might occur, by making inquiries of management,
those charged with governance and various other individuals within the financial
reporting function. We corroborated these inquiries by inspecting Board minutes, retail
audit reports and findings, reports to the Group’s internal whistleblowing hotline and
by understanding both the Group’s bonus scheme structure and the expectations of
investors and analysts, to understand areas in which individuals may be incentivised to
commit fraud
• Based on this understanding we designed our audit procedures to identify non-
compliance with such laws and regulations. Our procedures involved making inquiries as
described above, inspecting minutes of all significant Board and committee meetings,
reading correspondence with regulatory authorities, testing journal entries with higher
risk characteristics and testing unusual or non-standard transactions.
A further description of our responsibilities for the audit of the financial statements
is located on the Financial Reporting Council’s website at https://www.frc.org.uk/
auditorsresponsibilities. This description forms part of our Auditor’s Report.
OTHER MATTERS WE ARE REQUIRED TO ADDRESS
• Following the recommendation from the Audit & Risk Committee we were appointed by
the Company on 27 January 2021 to audit the financial statements for the year ended
27March 2021 and subsequent financial periods
The period of total uninterrupted engagement including previous renewals and re-
appointments is six years, covering the years ended 27 March 2021 to 28 March 2026
• The audit opinion is consistent with the additional report to the Audit & 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 Dockar
Senior statutory auditor
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
9 June 2026
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF FULLER, SMITH & TURNER P.L.C. CONTINUED
112 Fuller, Smith & Turner P.L.C.
GROUP INCOME STATEMENT
FOR THE 52 WEEKS ENDED 28 MARCH 2026
52 weeks ended 28 March 2026 | 52 weeks ended 29 March 2025 | ||||||
| Before | Before | ||||||
| separately | Separately | separately | Separately | ||||
| disclosed items | disclosed items | Total | disclosed items | disclosed items | Total | ||
| Note | £m | £m | £m | £m | £m | £m | |
Revenue | 3 | ||||||
Operating costs | 4,5 | ( | ( | ( | ( | ( | ( |
Operating profit | ( | ( | |||||
Net finance costs | 6 | ( | ( | ( | ( | ||
Profit on disposal of properties | 5 | ||||||
Profit before tax | ( | ||||||
Tax | 7 | ( | ( | ( | ( | ||
Profit for the year | ( | ||||||
| Earnings per share per 40p “A” and “C” Ordinary Share | Pence | Pence | Pence | Pence | |||
Basic | 8 | ||||||
Diluted | 8 | ||||||
| Earnings per share per 4p “B” Ordinary Share | |||||||
Basic | 8 | ||||||
Diluted | 8 |
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 113
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE 52 WEEKS ENDED 28 MARCH 2026
Note
| 52 weeks ended | 52 weeks ended | ||
| 28 March 2026 | 29 March 2025 | ||
| £m | £m | ||
Profit for the year | |||
| Items that may be reclassified to profit or loss in subsequent years (net of tax) | |||
Net gains on valuation of financial assets and liabilities | 14 | ||
Tax related to items that may be reclassified to profit or loss | 7 | ( | |
| Items that will not be reclassified to profit or loss in subsequent years (net of tax) | |||
Net actuarial losses on pension schemes | 22 | ( | ( |
Tax related to items that will not be reclassified to profit or loss | 7 | ||
Other comprehensive losses for the year, net of tax | ( | ( | |
Total comprehensive income for the year, net of tax |
114 Fuller, Smith & Turner P.L.C.
GROUP BALANCE SHEET
28 MARCH 2026
Note
| Group | Group | ||
| 2026 | 2025 | ||
| £m | £m | ||
| Non-current assets | |||
Intangible assets | 10 | ||
Property, plant and equipment | 11 | ||
Investment properties | 12 | ||
Retirement benefit obligations | 22 | ||
Right-of-use assets | 16 | ||
Other financial assets | 14 | ||
Total non-current assets | |||
| Current assets | |||
Inventories | 17 | ||
Trade and other receivables | 18 | ||
Cash and cash equivalents | 21 | ||
Total current assets | |||
Assets classified as held for sale | 19 | ||
Total assets | |||
| Current liabilities | |||
Trade and other payables | 20 | ( | ( |
Provisions | 24 | ( | ( |
Lease liabilities | 16 | ( | ( |
Current tax payable | ( | ( | |
Total current liabilities | ( | ( | |
| Non-current liabilities | |||
Borrowings | 21 | ( | ( |
Lease liabilities | 16 | ( | ( |
Retirement benefit obligations | 22 | ( | ( |
Deferred tax liabilities | 7 | ( | ( |
Total non-current liabilities | ( | ( | |
Net assets |
Note
| Group | Group | ||
| 2026 | 2025 | ||
| £m | £m | ||
| Capital and reserves | |||
Share capital | 26 | ||
Share premium account | 26 | ||
Capital redemption reserve | 26 | ||
Own shares | 26 | ( | ( |
Hedging reserve | 26 | ||
Retained earnings | |||
Total equity |
Approved by the Board and signed on 9 June 2026.
Simon Emeny
Executive Chairman
Registered Number: 241882
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Annual Report and Accounts 2026 115
COMPANY BALANCE SHEET
28 MARCH 2026
Note
Company
2026
£m
Company
2025
£m
Non-current assets
Intangible assets 10 3.4 3.8
Property, plant and equipment
1
11 597.1 588.7
Investment properties 12 2.6 1.3
Retirement benefit obligations 22 – 1.6
Right-of-use assets 16 52.5 52.7
Other financial assets 14 0.8 –
Investments in subsidiaries 15 108.0 108.0
Total non-current assets 764.4 756.1
Current assets
Inventories 17 4.6 4.6
Trade and other receivables 18 11.1 12.0
Cash and cash equivalents 21 7. 4 13.8
Total current assets 23.1 30.4
Total assets 787. 5 786.5
Current liabilities
Trade and other payables 20 (230.5) (215.9)
Provisions 24 (0.2) (0.4)
Lease liabilities 16 (5.4) (5.1)
Current tax payable (0.7) (0.2)
Total current liabilities (236.8) (221.6)
Non-current liabilities
Borrowings 21 (147.9) (156.0)
Lease liabilities 16 (55.7) (55.4)
Retirement benefit obligations 22 (1.2) (1.2)
Deferred tax liabilities 7 (22.8) (18.3)
Total non-current liabilities (2 27.6) (230.9)
Net assets 323.1 334.0
Note
Company
2026
£m
Company
2025
£m
Capital and reserves
Share capital 26 23.4 23.8
Share premium account 26 53.2 53.2
Capital redemption reserve 26 5.7 5.3
Own shares 26 (36.9) (30.1)
Hedging reserve 26 0.6 –
Merger reserve 26 (0.3) (10.6)
Retained earnings 277. 4 292.4
Total equity 323.1 334.0
Profit attributable to Ordinary Shareholders and included in the financial statements of the
Parent Company was £11.6 million (2025: £15.7 million). Approved by the Board and signed
on 9 June 2026.
1 Included in Property, plant and equipment is £3.1 million (2025: £3.0 million) of assets classified as held for sale.
Simon Emeny
Executive Chairman
Registered Number: 241882
116 Fuller, Smith & Turner P.L.C.
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE 52 WEEKS ENDED 28 MARCH 2026
Group
| Share | Capital | ||||||
| premium | redemption | ||||||
| Share 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 30 March 2024 | ( | ||||||
Profit for the year | |||||||
Other comprehensive expense for the year | ( | ( | |||||
Total comprehensive income for the year | |||||||
Shares purchased to be held in ESOT or as treasury | ( | ( | |||||
Shares released from ESOT and treasury | |||||||
Treasury shares cancelled in the year | ( | ( | |||||
Dividends | ( | ( | |||||
Share-based payment expense, net of tax | |||||||
At 29 March 2025 | ( | ||||||
Profit for the year | |||||||
Other comprehensive expense for the year | ( | ( | |||||
Total comprehensive income for the year | |||||||
Shares purchased to be held in ESOT or as treasury | ( | ( | |||||
Shares released from ESOT and treasury | ( | ||||||
Treasury shares cancelled in the year | ( | ( | |||||
Dividends (Note 9) | ( | ( | |||||
Share-based payment expense, net of tax | |||||||
At 28 March 2026 | ( |
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Annual Report and Accounts 2026 117
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE 52 WEEKS ENDED 28 MARCH 2026
Company
Share capital
(Note 26)
£m
Share premium
account
(Note 26)
£m
Capital
redemption
reserve
(Note 26)
£m
Own shares
(Note 26)
£m
Hedging
reserve
£m
Merger
reserve
£m
Retained
earnings
£m
Total
£m
At 30 March 2024 25.4 53.2 3.7 (32.9) – (1.6) 316.0 363.8
Profit for the year – – – – – – 15.7 15.7
Other comprehensive expense for the year – – – – – – (13.8) (13.8)
Total comprehensive income for the year – – – – – – 1.9 1.9
Shares purchased to be held in ESOT or as treasury – – – (23.9) – – – (23.9)
Shares released from ESOT or as treasury – – – 0.1 – – – 0.1
Treasury shares cancelled in the year (1.6) – 1.6 26.6 – – (26.6) –
Dividends – – – – – – (10.7) (10.7)
Share-based payment expense, net of tax – – – – – – 1.5 1.5
Hive-up of the Lovely Pub Group – – – – – (9.0) 10.3 1.3
At 29 March 2025 23.8 53.2 5.3 (30.1) – (10.6) 292.4 334.0
Profit for the year – – – – – – 11. 6 11. 6
Other comprehensive income for the year – – – – 0.6 – (1.2) (0.6)
Total comprehensive income for the year – – – – 0.6 – 10.4 11.0
Shares purchased to be held in ESOT or as treasury – – – (14.6) – – – (14.6)
Shares released from ESOT or as treasury – – – 0.7 – – (0.1) 0.6
Treasury shares cancelled in the year (0.4) – 0.4 7.1 – – (7.1) –
Dividends (Note 9) – – – – – – (10.9) (10.9)
Share-based payment expense, net of tax – – – – – – 3.0 3.0
Reclassification of return of capital – – – – – 10.3 (10.3) –
At 28 March 2026 23.4 53.2 5.7 (36.9) 0.6 (0.3) 277.4 323.1
118 Fuller, Smith & Turner P.L.C.
GROUP CASH FLOW STATEMENT
FOR THE 52 WEEKS ENDED 28 MARCH 2026
Note
| Group | Group | ||
| 52 weeks ended | 52 weeks ended | ||
| 28 March 2026 | 29 March 2025 | ||
| £m | £m | ||
Profit before tax for continuing operations | |||
| Net finance costs before separately | 6 | ||
| disclosed items | |||
Separately disclosed items | 5 | ( | |
Depreciation and amortisation | 4 | ||
Adjusted EBITDA 1 | |||
| Difference between pension charge | 22 | ( | ( |
| and cash paid | |||
Share-based payment charge | 4b | ||
Change in trade and other receivables | ( | ||
Change in inventories | ( | ||
Change in trade and other payables | ( | ||
| Cash impact of operating separately | 5 | ( | |
| disclosed items | |||
Cash generated from operations | |||
Tax paid | ( | ( | |
| Net cash generated from operating | |||
| activities | |||
| Cash flow from investing activities | |||
Purchase of property, plant and equipment | ( | ( | |
| Sale of property, plant and equipment | |||
| and assets held for sale | |||
Net cash outflow from investing activities | ( | ( |
Note
| Group | Group | ||
| 52 weeks ended | 52 weeks ended | ||
| 28 March 2026 | 29 March 2025 | ||
| £m | £m | ||
| Cash flow from financing activities | |||
Purchase of own shares | 26 | ( | ( |
Receipts on release of own shares to option schemes | 26 | ||
Interest paid | ( | ( | |
Preference dividends paid | 9 | ( | ( |
Equity dividends paid | 9 | ( | ( |
Repayment of previous bank facilities | 21 | ( | ( |
Drawdown of bank loans | 21 | ||
Principal elements of lease payments | 16 | ( | ( |
Payment of loan arrangement fees | 21 | ( | ( |
Net cash outflow from financing activities | ( | ( | |
| Net movement in cash and cash | ( | ||
| equivalents | |||
Cash and cash equivalents at the start of the year | 21 | ||
Total cash and cash equivalents at the end of the year | 21 |
1 Adjusted EBITDA is EBITDA excluding separately disclosed items.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 119
NOTES TO THE FINANCIAL STATEMENTS
1. AUTHORISATION OF FINANCIAL STATEMENTS AND
ACCOUNTINGPOLICIES
Material accounting policies
120 Fuller, Smith & Turner P.L.C.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 121
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
Significant accounting judgements, estimates and assumptions
continued
Freehold buildings – Hotel accommodation and offices | Up to 50 years |
| Freehold buildings – Licensed retail property and | From 50 to 100 years |
| unlicensed property | |
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 |
1. AUTHORISATION OF FINANCIAL STATEMENTS AND
ACCOUNTINGPOLICIES CONTINUED
122 Fuller, Smith & Turner P.L.C.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 123
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
Significant accounting judgements, estimates and assumptions
continued
1. AUTHORISATION OF FINANCIAL STATEMENTS AND
ACCOUNTINGPOLICIES CONTINUED
124 Fuller, Smith & Turner P.L.C.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 125
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
Bank loans, overdrafts and debentures continued
1. AUTHORISATION OF FINANCIAL STATEMENTS AND
ACCOUNTINGPOLICIES CONTINUED
126 Fuller, Smith & Turner P.L.C.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 127
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
1. AUTHORISATION OF FINANCIAL STATEMENTS AND
ACCOUNTINGPOLICIES CONTINUED
128 Fuller, Smith & Turner P.L.C.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 129
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
| Managed Pubs | ||||
| and Hotels | Tenanted Inns | Unallocated 1 | Total | |
| 52 weeks ended 28 March 2026 | £m | £m | £m | £m |
| Revenue | ||||
Sale of goods and services | 324.8 | 23.5 | – | 348.3 |
Accommodation income | 38.5 | – | – | 38.5 |
Total revenue from contracts with customers | 363.3 | 23.5 | – | 386.8 |
Rental income | 1.5 | 9.5 | – | 11.0 |
Revenue | 364.8 | 33.0 | – | 397. 8 |
Segment result | 53.9 | 14.7 | (22.7) | 45.9 |
Operating separately disclosed items | (5.9) | |||
Operating profit | 40.0 | |||
Profit on disposal of properties | 0.8 | |||
Net finance costs | (11.3) | |||
Profit before tax | 29.5 | |||
| Other segment information | ||||
Additions to property, plant and equipment | 29.6 | 10.3 | 0.1 | 40.0 |
Depreciation and amortisation | 24.8 | 3.2 | 0.7 | 28.7 |
Impairment of property net of reversals | 5.2 | 0.7 | – | 5.9 |
2. SEGMENTAL ANALYSIS CONTINUED
Operating segments continued
130 Fuller, Smith & Turner P.L.C.
| Managed Pubs | ||||
| and Hotels | Tenanted Inns | Unallocated 1 | Total | |
| 52 weeks ended 29 March 2025 | £m | £m | £m | £m |
| Revenue | ||||
Sale of goods and services | 304.4 | 23.9 | – | 328.3 |
Accommodation income | 36.7 | – | – | 36.7 |
Total revenue from contracts with customers | 341.1 | 23.9 | – | 365.0 |
Rental income | 1.6 | 9.7 | – | 11. 3 |
Revenue | 342.7 | 33.6 | – | 376.3 |
Segment result | 47. 6 | 14.4 | (21.6) | 40.4 |
Operating separately disclosed items | (12.1) | |||
Operating profit | 28.3 | |||
Profit on disposal of properties | 18.9 | |||
Net finance costs | (13.4) | |||
Profit before tax | 33.8 | |||
| Other segment information | ||||
Additions to property, plant and equipment | 49. 3 | 3.4 | – | 52.7 |
Depreciation and amortisation | 23.3 | 3.2 | 0.7 | 2 7. 2 |
Impairment of property and goodwill net of reversals | 9.0 | 1.4 | – | 10.4 |
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 131
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
| 52 weeks ended | 52 weeks ended | |
| 28 March 2026 | 29 March 2025 | |
| £m | £m | |
| Revenue disclosed in the Income Statement | ||
| is analysed as follows: | ||
Sale of goods and services | 348.3 | 328.3 |
Accommodation income | 38.5 | 36.7 |
Total revenue from contracts with customers | 386.8 | 365.0 |
Rental income | 11.0 | 11. 3 |
Revenue | 397. 8 | 376. 3 |
| 52 weeks ended | 52 weeks ended | |
| 28 March 2026 | 29 March 2025 | |
| £m | £m | |
Production costs and cost of goods used in retailing | 89.6 | 87.1 |
Staff costs | 149.7 | 137.9 |
Repairs and maintenance | 13.1 | 12.9 |
| Depreciation of property, plant and equipment | 22.8 | 21.1 |
| and amortisation of intangible assets | ||
Depreciation of right-of-use assets | 5.9 | 6.1 |
Rental expense relating to short-term and low- value leases | 0.6 | 0.3 |
Variable lease payments 1 | 4.5 | 4.1 |
Property costs | 17. 4 | 17. 2 |
Utilities | 13.2 | 13.4 |
Separately disclosed items (Note 5) | 5.9 | 12.1 |
Other operating costs | 35.1 | 35.8 |
357. 8 | 348.0 |
| 52 weeks ended | 52 weeks ended | |
| 28 March 2026 | 29 March 2025 | |
| £m | £m | |
| Fees payable to Company’s auditors: | ||
– Statutory audit fees of Group financial statements | 0.5 | 0.5 |
0.5 | 0.5 |
| 52 weeks ended | 52 weeks ended | |
| 28 March 2026 | 29 March 2025 | |
| £m | £m | |
Wages and salaries 1,2 | 131.3 | 123.8 |
Social security costs | 13.1 | 9.1 |
Pension benefits | 2.6 | 2.3 |
Other staff costs 3 | 2.7 | 2.7 |
149.7 | 137.9 |
| 2026 | 2025 | |
| Number | Number | |
| Pub and hotel teams | 5,375 | 5,195 |
Support office 2 | 116 | 116 |
| 5,491 | 5, 311 |
132 Fuller, Smith & Turner P.L.C.
5. SEPARATELY DISCLOSED ITEMS
The Group presents separately disclosed items on the face of the Income Statement for
those material items of income and expense which, because of the nature or expected
infrequency of the events giving rise to them, merit separate presentation to allow
shareholders to understand better the elements of financial performance in the year.
| 52 weeks ended | 52 weeks ended | |
| 28 March 2026 | 29 March 2025 | |
| £m | £m | |
| Amounts included in operating profit: | ||
Impairment of properties, right-of-use assets and assets classified as held for sale net of reversal of impairments (Note 13) | (5.9) | (10.4) |
Professional fees | – | (0.9) |
Pension past service costs | – | (0.8) |
Total separately disclosed items included in operating profit | (5.9) | (12.1) |
Profit on disposal of properties | 0.8 | 18.9 |
| Separately disclosed finance credits: | ||
Finance credit on net pension liabilities | – | 0.8 |
Finance charge on the write down of arrangement fees | – | (0.8) |
Total separately disclosed finance credits | – | – |
Total separately disclosed items before tax | (5.1) | 6.8 |
| Separately disclosed tax: | ||
Profit on disposal of properties | – | (0.7) |
Other items | 0.8 | 1.5 |
Total separately disclosed tax | 0.8 | 0.8 |
Total separately disclosed items | (4.3) | 7. 6 |
The impairment charge of £5.9 million (29 March 2025: £10.4 million) relates to the write down of
19 properties classified within property, plant and equipment (£7.9 million) (29 March 2025: 23
properties £9.2 million) and one right-of use asset (£0.1million) (29 March 2025: three assets held
for sale properties £0.6 million and the write down of goodwill £1.0 million), to their recoverable
value, net of the reversal of impairment of four properties of £2.1 million (29 March 2025: one
property £0.4 million).
£0.8 million of profit has been recognised on the sale of four non-trading properties (29 March
2025: £18.9 million was recognised on the sale of 45 properties, including 37 tenanted sites sold
to Admiral Taverns).
The cash impact of operating separately disclosed items before tax for the 52 weeks ended
28 March 2026 was £nil (29 March 2025: £0.2 million cash outflow).
| 52 weeks ended | 52 weeks ended | |
| 28 March 2026 | 29 March 2025 | |
| £m | £m | |
| Finance income | ||
Interest income from financial assets | 0.2 | 0.3 |
| Finance costs | ||
| Interest expense arising on: | ||
Financial liabilities at amortised cost – loans and debentures | (8.4) | (10.4) |
Financial liabilities at amortised cost – preference shares | (0.1) | (0.1) |
| Financial liabilities at amortised cost – lease liabilities | (3.0) | (3.2) |
| (Note 16) | ||
Net finance costs before separately disclosed items | (11.3) | (13.4) |
Finance credit on net pension liabilities | – | 0.8 |
Finance charge on the write down of arrangement fees | – | (0.8) |
Net finance costs after separately disclosed items | (11.3) | (13.4) |
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 133
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
| 52 weeks ended | 52 weeks ended | |
| 28 March 2026 | 29 March 2025 | |
| Group | £m | £m |
| Tax charged in the Income Statement | ||
Current tax on profit for the year | 3.6 | 2.2 |
Amounts over-provided in previous years | (0.1) | – |
Total current tax expense | 3.5 | 2.2 |
| Deferred income tax: | ||
Origination and reversal of temporary differences | 5.1 | 5.1 |
Amounts over-provided in previous years | (0.3) | (0.7) |
Total deferred tax expense | 4.8 | 4.4 |
Total tax charged in the Income Statement | 8.3 | 6.6 |
| Analysed as: | ||
Before separately disclosed items | 9.1 | 7. 4 |
Separately disclosed items | (0.8) | (0.8) |
8.3 | 6.6 |
| 52 weeks ended | 52 weeks ended | |
| 28 March 2026 | 29 March 2025 | |
| £m | £m | |
Profit before tax expense | 29.5 | 33.8 |
| Accounting profit multiplied by the UK standard rate | 7.4 | 8.5 |
| of corporation tax of 25% (2025: 25%) | ||
Items not deductible for tax purposes | 0.1 | 0.5 |
Amounts over-provided in previous years | (0.4) | (0.7) |
Net movements in respect of property | 1.2 | (1.7) |
Total tax charged in the Income Statement | 8.3 | 6.6 |
| 52 weeks ended | 52 weeks ended | |
| 28 March 2026 | 29 March 2025 | |
| £m | £m | |
| Deferred tax charged / (credited) to the Income | ||
| Statement | ||
Deferred tax depreciation | 2.0 | 1.3 |
Unrealised capital gains (on PP&E) | (0.8) | (3.0) |
Retirement benefit obligations | – | 0.3 |
Tax losses | 4.4 | 1.9 |
Other | (0.8) | 3.9 |
Deferred tax in the Income Statement | 4.8 | 4.4 |
| Tax relating to items credited to the Statement | ||
| of Comprehensive Income | ||
| Deferred tax: | ||
Valuation gains on financial assets and liabilities | 0.2 | – |
Net actuarial losses on pension scheme | (0.4) | (4.5) |
Total tax credited in the Statement of Comprehensive Income | (0.2) | (4.5) |
| Tax related to items charged directly to the | 52 weeks ended | 52 weeks ended |
| Statement of Changes in Equity | 28 March 2026 | 29 March 2025 |
| Deferred tax: | ||
Share-based payments | 0.1 | – |
Total tax charged to the Statement of Changes in Equity | 0.1 | – |
134 Fuller, Smith & Turner P.L.C.
| Deferred tax asset / (liability) | ||||||||
| Retirement | Tax losses | Employee | Decelerated | Unrealised | ||||
| benefit | carried | share | tax | capital gains | ||||
| obligations | forward | schemes | Financial assets | depreciation | (on PP&E) | Other | Total | |
| Group | £m | £m | £m | £m | £m | £m | £m | £m |
Balances at 30 March 2024 | (4.4) | 7. 0 | 0.1 | – | 2.2 | (27.6) | 4.5 | (18.2) |
(Charge) / credit to Income Statement | (0.3) | (1.9) | 0.4 | – | (1.3) | 3.0 | (4.3) | (4.4) |
Credit to other comprehensive income | 4.5 | – | – | – | – | – | – | 4.5 |
Acquisitions | – | – | – | – | (0.2) | – | – | (0.2) |
Balances at 29 March 2025 | (0.2) | 5.1 | 0.5 | – | 0.7 | (24.6) | 0.2 | (18.3) |
(Charge) / credit to Income Statement | – | (4.4) | 0.6 | – | (2.0) | 0.8 | 0.2 | (4.8) |
Credit / (charge) to other comprehensive income | 0.4 | – | – | (0.2) | – | – | – | 0.2 |
Credit taken directly to equity | – | – | 0.1 | – | – | – | – | 0.1 |
Balances at 28 March 2026 | 0.2 | 0.7 | 1.2 | (0.2) | (1.3) | (23.8) | 0.4 | (22.8) |
| 2026 | 2025 | |
| Group | £m | £m |
Deferred tax assets | 2.5 | 6.5 |
Deferred tax liabilities | (25.3) | (24.8) |
(22.8) | (18.3) |
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 135
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
| Deferred tax asset / (liability) | ||||||||
| Retirement | Tax losses | Employee | Decelerated | Unrealised | ||||
| benefit | carried | share | tax | capital gains | ||||
| obligations | forward | schemes | Financial assets | depreciation | (on PP&E) | Other | Total | |
| Company | £m | £m | £m | £m | £m | £m | £m | £m |
Balances at 30 March 2024 | (4.4) | 7.0 | 0.1 | – | 2.2 | (27.6) | 4.5 | (18.2) |
(Charge) / credit to Income Statement | (0.3) | (1.9) | 0.4 | – | (1.3) | 3.0 | (4.3) | (4.4) |
Credit to other comprehensive income | 4.5 | – | – | – | – | – | – | 4.5 |
Acquisitions | − | – | – | – | (0.2) | − | – | (0.2) |
Balances at 29 March 2025 | (0.2) | 5.1 | 0.5 | – | 0.7 | (24.6) | 0.2 | (18.3) |
(Charge) / credit to Income Statement | – | (4.4) | 0.6 | – | (2.0) | 0.8 | 0.2 | (4.8) |
Credit / (charge) to other comprehensive income | 0.4 | – | – | (0.2) | – | – | – | 0.2 |
Credit taken directly to equity | – | – | 0.1 | – | – | – | – | 0.1 |
Balances at 28 March 2026 | 0.2 | 0.7 | 1.2 | (0.2) | (1.3) | (23.8) | 0.4 | (22.8) |
| 2026 | 2025 | |
| Company | £m | £m |
Deferred tax assets | 2.5 | 6.5 |
Deferred tax liabilities | (25.3) | (24.8) |
(22.8) | (18.3) |
7. TAXATION CONTINUED
Deferred tax provision continued
Deferred tax continued
136 Fuller, Smith & Turner P.L.C.
8. EARNINGS PER SHARE
| 52 weeks ended | 52 weeks ended | |
| 28 March 2026 | 29 March 2025 | |
| Group | £m | £m |
Profit attributable to equity shareholders | 21.2 | 2 7. 2 |
Separately disclosed items net of tax | 4.3 | (7. 6) |
Adjusted earnings attributable to equity shareholders | 25.5 | 19.6 |
Weighted average share capital | 54,050,000 | 57,270,000 |
Dilutive outstanding options and share awards | 890,000 | 625,000 |
Diluted weighted average share capital | 54,940,000 | 57,895,000 |
| 40p “A” and “C” Ordinary Share | Pence | Pence |
Basic earnings per share | 39.22 | 47. 49 |
Diluted earnings per share | 38.59 | 46.98 |
Adjusted earnings per share | 47.18 | 34.22 |
Diluted adjusted earnings per share | 46.41 | 33.85 |
| 4p “B” Ordinary Share | Pence | Pence |
Basic earnings per share | 3.92 | 4.75 |
Diluted earnings per share | 3.86 | 4.70 |
Adjusted earnings per share | 4.72 | 3.42 |
Diluted adjusted earnings per share | 4.64 | 3.39 |
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 4,602,620 (2025: 4,599,962).
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 ended | 52 weeks ended | |
| 28 March 2026 | 29 March 2025 | |
| £m | £m | |
| Declared and paid during the year | ||
| Equity dividends on Ordinary Shares: | ||
Final dividend for 2025: | 6.7 | 6.5 |
Interim dividend for 2026: 7.85p (2025: 7.41p) | 4.2 | 4.2 |
Equity dividends paid | 10.9 | 10.7 |
Dividends on cumulative preference shares (Note 6) | 0.1 | 0.1 |
| Proposed for approval at the Annual General Meeting | ||
Final dividend for 2026: | 7.1 | 6.8 |
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.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 137
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
| Group and Company | ||||
| IT | ||||
| development | Group | Company | ||
| Goodwill | costs | Total | Total | |
| £m | £m | £m | £m | |
| Cost | ||||
At 30 March 2024 | 31.8 | 3.0 | 34.8 | 6.6 |
At 29 March 2025 | 31.8 | 3.0 | 34.8 | 6.6 |
At 28 March 2026 | 31.8 | 3.0 | 34.8 | 6.6 |
| Amortisation and impairment | ||||
At 30 March 2024 | 5.1 | 1.1 | 6.2 | 1.3 |
Provided during the year | – | 0.5 | 0.5 | 0.5 |
Impairment | 1.0 | – | 1.0 | 1.0 |
At 29 March 2025 | 6.1 | 1.6 | 7.7 | 2.8 |
Provided during the year | – | 0.4 | 0.4 | 0.4 |
At 28 March 2026 | 6.1 | 2.0 | 8.1 | 3.2 |
Net book value at 28 March 2026 | 25.7 | 1.0 | 26.7 | 3.4 |
Net book value at 29 March 2025 | 25.7 | 1.4 | 2 7.1 | 3.8 |
Net book value at 30 March 2024 | 26.7 | 1.9 | 28.6 | 5.3 |
2026 | 2025 | |||
| Net book value of goodwill | Managed | Tenanted | Total | |
| is allocated to CGUs as follows: | £m | £m | £m | £m |
Gales estate | 9.1 | 13.6 | 22.7 | 22.7 |
Jacomb Guinness estate | 0.6 | – | 0.6 | 0.6 |
Cotswold Inns & Hotels | 2.4 | – | 2.4 | 2.4 |
12.1 | 13.6 | 25.7 | 25.7 |
138 Fuller, Smith & Turner P.L.C.
11. PROPERTY, PLANT AND EQUIPMENT
| Land & buildings | Plant, | ||||
| Land & buildings | – owned & acting | machinery & | Fixtures | ||
| – owned & used | as lessor | vehicles | & fittings | Total | |
| Group | £m | £m | £m | £m | £m |
| Cost | |||||
At 30 March 2024 | 472.4 | 146.9 | 6.3 | 198.2 | 823.8 |
Additions | 34.9 | 1.7 | – | 16.1 | 52.7 |
Disposals | (3.2) | (15.6) | – | (9.8) | (28.6) |
Transfer to assets held for sale | (3.1) | – | – | (0.3) | (3.4) |
At 29 March 2025 | 501.0 | 133.0 | 6.3 | 204.2 | 844.5 |
Additions | 16.8 | 8.3 | – | 14.9 | 40.0 |
Disposals | – | – | – | (0.2) | (0.2) |
Transfer of use to investment properties (Note 12) | (2.0) | – | – | – | (2.0) |
Transfer to assets held for sale (Note 19) | (2.2) | – | – | (0.2) | (2.4) |
At 28 March 2026 | 513.6 | 141.3 | 6.3 | 218.7 | 879.9 |
| Depreciation and impairment | |||||
At 30 March 2024 | 73.8 | 21.0 | 1.7 | 145.4 | 241.9 |
Provided during the year | 6.0 | 1.5 | – | 13.1 | 20.6 |
Disposals | (1.3) | (1.7) | – | (8.9) | (11.9) |
Impairment loss | 8.8 | – | – | – | 8.8 |
Transfer to assets held for sale | (0.4) | – | – | (0.2) | (0.6) |
At 29 March 2025 | 86.9 | 20.8 | 1.7 | 149. 4 | 258.8 |
Provided during the year | 5.2 | 3.7 | – | 13.5 | 22.4 |
Disposals | – | – | – | (0.1) | (0.1) |
Transfer of use to investment properties (Note 12) | (0.7) | – | – | – | (0.7) |
Impairment loss net of reversal (Note 13) | 5.8 | – | – | – | 5.8 |
Transfer to assets held for sale (Note 19) | (0.1) | – | – | (0.2) | (0.3) |
At 28 March 2026 | 97.1 | 24.5 | 1.7 | 162.6 | 285.9 |
Net book value at 28 March 2026 | 416.5 | 116.8 | 4.6 | 56.1 | 594.0 |
Net book value at 29 March 2025 | 414.1 | 112 . 2 | 4.6 | 54.8 | 585.7 |
Net book value at 30 March 2024 | 398.6 | 125.9 | 4.6 | 52.8 | 581.9 |
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 139
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
| Land & buildings | Plant, | ||||
| Land & buildings | – owned & acting | machinery & | Fixtures | ||
| – owned & used | as lessor | vehicles | & fittings | Total | |
| Company | £m | £m | £m | £m | £m |
| Cost | |||||
At 30 March 2024 as reported under IFRS | 468.9 | 146.9 | 4.8 | 19 7. 8 | 818.4 |
Transition to FRS 101 | 13.0 | – | – | – | 13.0 |
At 30 March 2024 as restated | 481.9 | 146.9 | 4.8 | 197. 8 | 831.4 |
Additions | 34.9 | 1.7 | – | 16.1 | 52.7 |
Disposals | (15.6) | (15.6) | – | (9.8) | (41.0) |
At 29 March 2025 | 501.2 | 133.0 | 4.8 | 204.1 | 843.1 |
Additions | 16.8 | 8.3 | – | 14.9 | 40.0 |
Disposals | (3.3) | – | – | (0.2) | (3.5) |
Transfer of use to investment properties (Note 12) | (2.0) | – | – | – | (2.0) |
Reclassification | 3.5 | – | 1.5 | 0.4 | 5.4 |
At 28 March 2026 | 516.2 | 141.3 | 6.3 | 219.2 | 883.0 |
| Depreciation and impairment | |||||
At 30 March 2024 as reported under IFRS | 69. 6 | 21.0 | 2.5 | 143.4 | 236.5 |
Transition to FRS 101 | 4.6 | – | – | – | 4.6 |
At 30 March 2024 as restated | 74. 2 | 21.0 | 2.5 | 143.4 | 241.1 |
Provided during the year | 6.0 | 1.5 | – | 13.1 | 20.6 |
Disposals | (6.2) | (1.7) | – | (8.9) | (16.8) |
Impairment loss | 9.4 | – | – | – | 9. 4 |
At 29 March 2025 | 83.4 | 20.8 | 2.5 | 147. 6 | 254.3 |
Provided during the year | 5.2 | 3.7 | – | 13.5 | 22.4 |
Disposals | (1.2) | – | – | (0.1) | (1.3) |
Transfer of use to investment properties (Note 12) | (0.7) | – | – | – | (0.7) |
Impairment loss | 5.8 | – | – | – | 5.8 |
Reclassification | 4.2 | – | (0.8) | 2.0 | 5.4 |
At 28 March 2026 | 96.7 | 24.5 | 1.7 | 163.0 | 285.9 |
Net book value at 28 March 2026 | 419.5 | 116.8 | 4.6 | 56.2 | 597.1 |
Net book value at 29 March 2025 | 417. 7 | 112 . 2 | 2.3 | 56.5 | 588.7 |
Net book value at 30 March 2024 | 399.3 | 125.9 | 2.3 | 54.4 | 581.9 |
11. PROPERTY, PLANT AND EQUIPMENT CONTINUED
140 Fuller, Smith & Turner P.L.C.
12. INVESTMENT PROPERTIES
| Group and Company | |
| freehold and leasehold | |
| properties | |
| £m | |
Cost at 30 March 2024 | 1.6 |
Disposals | (0.2) |
At 29 March 2025 | 1.4 |
Transfer of use from Land & buildings - owned and used (Note 11) | 1.3 |
At 28 March 2026 | 2.7 |
Depreciation and impairment at 30 March 2024 | 0.1 |
At 29 March 2025 | 0.1 |
At 28 March 2026 | 0.1 |
Net book value at 28 March 2026 | 2.6 |
Net book value at 29 March 2025 | 1.3 |
Net book value at 30 March 2024 | 1.5 |
Fair value at 28 March 2026 | 10.5 |
Fair value at 29 March 2025 | 6.6 |
Fair value at 30 March 2024 | 6.7 |
The fair value of investment properties has been estimated by the Directors, based on the
rental income earned on the properties during the year and average yields earned on
comparable properties from publicly available information, which is a Level 3 fair value
valuation technique. An independent valuation of the properties has not been performed.
Impairment
The Group considers each trading outlet to be a CGU, and each CGU is reviewed annually
for indicators of impairment. In assessing whether an asset has been impaired, the carrying
amount of the CGU is compared to its recoverable amount. The recoverable amount is
the higher of its fair value less costs to sell and its value in use. During the 52 weeks ended
28 March 2026, the Group did not impair any investment properties (FY2025: £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:
| 2026 | 2025 | |
| Group and Company | £m | £m |
Rental income | 0.5 | 0.3 |
Direct operating expenses | – | – |
All direct operating expenses relate to properties that generate rental income.
13. IMPAIRMENT
During the year, impairment losses, net of reversals, of £5.9 million (2025: £10.4 million) were
recognised within separately disclosed items:
| 2026 | 2025 | |
| Group | £m | £m |
| Impairment losses | ||
Property, plant and equipment | 7.9 | 9. 2 |
Right-of-use assets | 0.1 | – |
Assets held for sale | – | 0.6 |
Intangible assets | – | 1.0 |
Impairment reversals – Property, plant and equipment | (2.1) | (0.4) |
Total net impairment charge | 5.9 | 10.4 |
| 2026 | 2025 | |
| Company | £m | £m |
| Impairment losses | ||
Property, plant and equipment | 7.9 | 9. 8 |
Right-of-use assets | 0.1 | – |
Intangible assets | – | 1.0 |
Impairment reversals – Property, plant and equipment | (2.1) | (0.4) |
Total net impairment charge | 5.9 | 10.4 |
1 Assets held for sale were impaired after classification to assets held for sale, therefore under IFRS 5 this is
an adjustment to fair value.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 141
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
Property, plant and equipment and right-of-use assets
The Group considers each trading outlet to be a cash-generating unit (“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 (“FVLSC”) 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 has 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 key 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 FY2026 results, assumptions around continued UK
economic recovery and the ongoing impact on consumer confidence
• Operating profits: The forecasts are based on historical experience of operating margins,
adjusted for the impact of inflation net of price increases
• Local factors impacting the site in the current year or expected to impact the site in
future years. Key assumptions include the future potential of recently invested sites and
the impact of increasing or reducing market supply in the local area
• A long-term growth rate of 2.0% (2025: 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 8.8x (freehold 10.1x) (2025: 10.5x
(freehold 11.8x)) is used for the Managed estate and 10.0x (2025: 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 10.8%
(2025: 10.7%).
During the 52 weeks ended 28 March 2026, the Group recognised an impairment loss of
£7.9 million (FY2025: £9.2 million) on property, plant and equipment, £0.1 million on right-
of-use assets and £nil (FY2025: £0.6 million) of impairment on assets held for sale in respect
of the write down of 20 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 (FY2025: £0.4 million) of impairment reversals recognised for four pubs
(FY2025: one pub) where investment has led to a significant growth in performance.
Sensitivity to changes in assumptions
The calculation of value in use is most sensitive to the assumptions in respect of
achievement of budgeted cash flows, growth rate and discount rate. The calculation of
value in use is also dependent on the following assumptions: sales volume; gross margin
in Managed premises; barrelage and rent projections in Tenanted premises; and wage
cost in Managed premises. The key assumptions above have their assigned values based
on management knowledge and historical information. The value in use calculations are
sensitive to the assumptions used. The Directors consider a movement of 1.5% in the discount
rate and 0.5% in the growth rate to be reasonable with reference to current market yield
curves and the current economic conditions. The impact is set out as follows:
| 2026 | 2025 | |
| Impact on impairment of assets at risk – increase / (decrease) | £m | £m |
Increase discount rate by 1.5% | 15.3 | 16.6 |
Decrease discount rate by 1.5% | (11.9) | (14.4) |
Increase growth rate by 0.5% | (4.0) | (4.6) |
Decrease growth rate by 0.5% | 4.2 | 4.7 |
The value in use calculation is also sensitive to variations in the budgeted cash flows, which
are impacted by the continued unstable economic environment and the consumer
behaviour as a result of it. The CGUs represented by the ‘impact on impairment of assets
at risk’ would have their FVLCS determined in order to conclude whether an impairment is
required. A general decrease in property values across the portfolio would have a similar
effect to that set out above, ie, any reduction in property values could lead to assets
being at risk of impairment. In the current year, a decrease of 5% in the FVLCS would have
led to an additional impairment of £0.3 million (FY2025: £2.5 million) for the CGUs where
recoverable amount has been assessed on FVLCS.
13. IMPAIRMENT CONTINUED
142 Fuller, Smith & Turner P.L.C.
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 charge
to goodwill in the 52 weeks ended 28 March 2026 (2025: £1.0 million).
Sensitivity to changes in assumptions
Management have considered reasonable changes in key assumptions used in their
calculations of value in use. An increase of 1.5% in the discount rate or decrease in the
growth of 0.5% would not result in an impairment.
Investment property
During the 52 weeks ended 28 March 2026, the Group did not impair any investment
properties (2025: £nil). Refer to Note 12.
| Group | Group | Company | Company | |
| 2026 | 2025 | 2026 | 2025 | |
| Group and Company | £m | £m | £m | £m |
Interest rate swap | 0.8 | – | 0.8 | – |
| Total financial assets within | 0.8 | – | 0.8 | – |
| non-current assets |
| Cost | Provision | Net book value | |
| Company | £m | £m | £m |
At 30 March 2024 | 120.8 | (12.8) | 108.0 |
Acquisition of Lovely Pubs | 21.2 | – | 21.2 |
Return of capital | (11.9) | – | (11.9) |
Impairment | – | (9. 3) | (9. 3) |
At 29 March 2025 | 130.1 | (22.1) | 108.0 |
Reclassification of impairment | (9. 3) | 9. 3 | – |
At 28 March 2026 | 120.8 | (12.8) | 108.0 |
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 143
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
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 Limited | £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 (Reading) Limited | £1 Ordinary Shares | 100% (indirect) | Non-trading subsidiary | |
B & D (Win) Limited | £1 Ordinary Shares | 100% (indirect) | Non-trading subsidiary | |
RSH 200 | Limited | £1 Ordinary Shares | 100% | Holding company |
Cotswold Inns and Hotels Limited | £1 Ordinary Shares | 100% (indirect) | Non-trading subsidiary | |
Mortons Bar & Grill Limited | £1 Ordinary Shares | 100% | Non-trading subsidiary | |
Mortons Bar & Grill (Alcester) Limited | £1 Ordinary Shares | 100% (indirect) | Non-trading subsidiary | |
Mortons Catering Limited | £1 Ordinary Shares | 100% (indirect) | Non-trading subsidiary | |
The Classic Country Pub Co. Limited | £1 Ordinary Shares | 100% (indirect) | Non-trading subsidiary | |
Mortons Bar & Grill (Bromsgrove) Limited | £1 Ordinary Shares | 100% (indirect) | Non-trading subsidiary |
15. INVESTMENTS IN SUBSIDIARIES CONTINUED
144 Fuller, Smith & Turner P.L.C.
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.
| Group | Group | Company | Company | |
| 2026 | 2025 | 2026 | 2025 | |
| Group and Company | £m | £m | £m | £m |
| Right-of-use assets | ||||
Properties | 52.5 | 52.5 | 52.5 | 52.5 |
Equipment | – | 0.3 | – | 0.2 |
52.5 | 52.8 | 52.5 | 52.7 | |
| Lease liabilities | ||||
Current | 5.5 | 5.2 | 5.4 | 5.1 |
Non-current | 55.8 | 55.6 | 55.7 | 55.4 |
61.3 | 60.8 | 61.1 | 60.5 |
| Property | Equipment | Total | |
| Group | £m | £m | £m |
Net carrying value as at 30 March 2024 | 58.6 | 0.1 | 58.7 |
Lease amendments 1 | (0.2) | 0.4 | 0.2 |
Depreciation | (5.9) | (0.2) | (6.1) |
Net carrying value as at 29 March 2025 | 52.5 | 0.3 | 52.8 |
Lease amendments 1 | 5.7 | – | 5.7 |
Depreciation | (5.6) | (0.3) | (5.9) |
Impairment | (0.1) | – | (0.1) |
Net carrying value as at 28 March 2026 | 52.5 | – | 52.5 |
| Property | Equipment | Total | |
| Company | £m | £m | £m |
Net carrying value as at 30 March 2024 | 58.5 | 0.1 | 58.6 |
Lease amendments 1 | (0.2) | 0.3 | 0.1 |
Depreciation | (5.8) | (0.2) | (6.0) |
Net carrying value as at 29 March 2025 | 52.5 | 0.2 | 52.7 |
Lease amendments 1 | 5.7 | – | 5.7 |
Depreciation | (5.6) | (0.2) | (5.8) |
Impairment | (0.1) | – | (0.1) |
Net carrying value as at 28 March 2026 | 52.5 | – | 52.5 |
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 30 March 2024 | 65.9 | 65.5 |
Accretion of interest | 3.2 | 3.2 |
Payments | (8.3) | (8.2) |
Net carrying value as at 29 March 2025 | 60.8 | 60.5 |
Lease amendments 1 | 5.7 | 5.7 |
Accretion of interest | 3.0 | 3.0 |
Payments | (8.2) | (8.1) |
Net carrying value as at 28 March 2026 | 61.3 | 61.1 |
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.
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NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
b) Amounts recognised in the Income Statement
| 52 weeks ended | 52 weeks ended | |
| 28 March 2026 | 29 March 2025 | |
| Group | £m | £m |
| Depreciation charge on right-of-use assets | ||
Properties | 5.6 | 5.9 |
Equipment | 0.3 | 0.2 |
5.9 | 6.1 | |
| Interest charge on right-of-use assets | ||
Interest expense (included in finance cost) | 3.0 | 3.2 |
| Expense relating to short-term leases and low-value assets | 0.6 | 0.3 |
| (included in operating costs) | ||
Expense relating to variable lease payments not included in lease liabilities (included in operating costs) | 4.5 | 4.1 |
Impairment of right-of-use assets | 0.1 | – |
Income from sub-leasing right-of-use assets | – | (0.1) |
8.2 | 7. 5 |
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 28 March 2026 were £4.5 million (2025: £4.1 million).
17. INVENTORIES
| Group | Group | Company | Company | |
| 2026 | 2025 | 2026 | 2025 | |
| Group and Company | £m | £m | £m | £m |
Stock at retail outlets | 4.6 | 4.6 | 4.6 | 4.6 |
Amounts recognised in profit or loss
Inventories recognised as an expense during the year ended 28 March 2026 amounted to
£89.6 million (2025: £87.1 million). These were included in operating costs. Inventory is stated
net of a provision for obsolete stock of £0.2 million (2025: £0.3 million).
| 2026 | 2025 | |
| Group | £m | £m |
Trade receivables | 2.1 | 2.8 |
Other receivables | 0.9 | 1.9 |
Prepayments and accrued income | 8.2 | 7. 3 |
11.2 | 12.0 |
| 2026 | 2025 | |
| Company | £m | £m |
Trade receivables | 2.1 | 2.8 |
Other receivables | 0.8 | 1.9 |
Prepayments and accrued income | 8.2 | 7. 3 |
11.1 | 12.0 |
16. LEASES CONTINUED
146 Fuller, Smith & Turner P.L.C.
| 2026 | 2025 | |
| Group and Company | £m | £m |
As at 29 March 2025 | 0.6 | 0.8 |
Amounts released for balances written off during the year | – | (0.2) |
As at 28 March 2026 | 0.6 | 0.6 |
| Group | Group | Company | Company | |
| 2026 | 2025 | 2026 | 2025 | |
| Group and Company | £m | £m | £m | £m |
Current | 1.0 | 1.9 | 1.0 | 1.9 |
Overdue up to 30 days | 0.6 | 0.5 | 0.6 | 0.5 |
Overdue between 30 and 60 days | – | 0.1 | – | 0.1 |
Overdue between 60 and 90 days | 0.1 | – | 0.1 | – |
Overdue more than 90 days | 1.0 | 0.9 | 1.0 | 0.9 |
| Trade receivables before loss | 2.7 | 3.4 | 2.7 | 3.4 |
| allowance | ||||
Less loss allowance | (0.6) | (0.6) | (0.6) | (0.6) |
| Trade receivables net of loss | 2.1 | 2.8 | 2.1 | 2.8 |
| allowance |
| Group | |
| Group | £m |
Assets held for sale as at 29 March 2025 | 3.0 |
Assets disposed of during the year | (2.0) |
Assets transferred from property, plant and equipment | 2.1 |
Assets held for sale as at 28 March 2026 | 3.1 |
| 2026 | 2025 | |
| Group | £m | £m |
Trade payables | 14.3 | 11. 5 |
Other tax and social security | 7.8 | 7. 2 |
Other payables | 9.2 | 8.6 |
Accruals | 23.7 | 22.4 |
Contract liabilities | 3.4 | 3.6 |
58.4 | 53.3 |
| 2026 | 2025 | |
| Company | £m | £m |
Trade payables | 14.3 | 11. 5 |
Amounts due to subsidiary undertakings | 172 .1 | 162.6 |
Other tax and social security | 7.8 | 7. 2 |
Other payables | 9.2 | 8.6 |
Accruals | 23.7 | 22.4 |
Contract liabilities | 3.4 | 3.6 |
230.5 | 215.9 |
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NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
| Group | Group | Company | Company | |
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
Cash and cash equivalents | 7.4 | 13.8 | 7.4 | 13.8 |
| Group | Group | Company | Company | |
| 2026 | 2025 | 2026 | 2025 | |
| Borrowings | £m | £m | £m | £m |
Bank loans | 126.4 | 134.5 | 126.4 | 134.5 |
Debenture stock | 19.9 | 19.9 | 19.9 | 19.9 |
Preference shares | 1.6 | 1.6 | 1.6 | 1.6 |
Total borrowings | 147.9 | 156.0 | 147.9 | 156.0 |
| Analysed as: | ||||
Borrowings within current liabilities | – | – | – | – |
Borrowings within non-current liabilities | 147.9 | 156.0 | 147.9 | 156.0 |
147.9 | 156.0 | 147.9 | 156.0 |
| 2026 | 2025 | |
| £m | £m | |
In the third to fifth year inclusive | 127. 3 | 135.3 |
Less: bank loan arrangement fees | (0.9) | (0.8) |
Non-current liabilities | 126.4 | 134.5 |
| 2026 | 2025 | |
| £m | £m | |
Current liabilities | – | – |
| In the third to fifth year inclusive | 20.0 | 20.0 |
| – 6.875% Debenture Stock 2028 (1st floating charge) | ||
Less: discount on issue | (0.1) | (0.1) |
Non-current liabilities | 19.9 | 19.9 |
148 Fuller, Smith & Turner P.L.C.
| At 29 March | At 28 March | |||
| 2025 | Cash flows | Non-cash 1 | 2026 | |
| 52 weeks ended 28 March 2026 | £m | £m | £m | £m |
| Cash and cash equivalents: | ||||
Cash and short-term deposits | 13.8 | (6.4) | – | 7. 4 |
13.8 | (6.4) | – | 7. 4 | |
| Financial liabilities: | ||||
Lease liabilities | (60.8) | 8.2 | (8.7) | (61.3) |
(60.8) | 8.2 | (8.7) | (61.3) | |
| Debt: | ||||
Bank loans 2 | (134.5) | 8.4 | (0.3) | (126.4) |
Debenture stock | (19.9) | – | – | (19.9) |
Preference shares | (1.6) | – | – | (1.6) |
Total borrowings | (156.0) | 8.4 | (0.3) | (147.9) |
Net debt | (203.0) | 10.2 | (9. 0) | (201.8) |
| At 30 March | At 29 March | |||
| 2024 | Cash flows | Non-cash 1 | 2025 | |
| 52 weeks ended 29 March 2025 | £m | £m | £m | £m |
| Cash and cash equivalents: | ||||
Cash and short-term deposits | 12.2 | 1.6 | – | 13.8 |
12.2 | 1.6 | – | 13.8 | |
| Financial liabilities: | ||||
Lease liabilities | (65.9) | 8.3 | (3.2) | (60.8) |
(65.9) | 8.3 | (3.2) | (60.8) | |
| Debt: | ||||
Bank loans 2 | (123.8) | (9. 5) | (1.2) | (134.5) |
Debenture stock | (19.9) | – | – | (19.9) |
Preference shares | (1.6) | – | – | (1.6) |
Total borrowings | (145.3) | (9. 5) | (1.2) | (156.0) |
Net debt | (199.0) | 0.4 | (4.4) | (203.0) |
| At 29 March | At 28 March | |||
| 2025 | Cash flows | Non-cash 1 | 2026 | |
| 52 weeks ended 28 March 2026 | £m | £m | £m | £m |
| Cash and cash equivalents: | ||||
Cash and short-term deposits | 13.8 | (6.4) | – | 7. 4 |
13.8 | (6.4) | – | 7. 4 | |
| Financial liabilities: | ||||
Lease liabilities | (60.5) | 8.1 | (8.7) | (61.1) |
(60.5) | 8.1 | (8.7) | (61.1) | |
| Debt: | ||||
Bank loans 2 | (134.5) | 8.4 | (0.3) | (126.4) |
Debenture stock | (19.9) | – | – | (19.9) |
Preference shares | (1.6) | – | – | (1.6) |
Total borrowings | (156.0) | 8.4 | (0.3) | (147.9) |
Net debt | (202.7) | 10.1 | (9.0) | (201.6) |
| At 30 March | At 29 March | |||
| 2024 | Cash flows | Non-cash 1 | 2025 | |
| 52 weeks ended 29 March 2025 | £m | £m | £m | £m |
| Cash and cash equivalents: | ||||
Cash and short-term deposits | 12.2 | 1.6 | – | 13.8 |
12.2 | 1.6 | – | 13.8 | |
| Financial liabilities: | ||||
Lease liabilities | (65.5) | 8.2 | (3.2) | (60.5) |
(65.5) | 8.2 | (3.2) | (60.5) | |
| Debt: | ||||
Bank loans 2 | (123.8) | (9. 5) | (1.2) | (134.5) |
Debenture stock | (19.9) | – | – | (19.9) |
Preference shares | (1.6) | – | – | (1.6) |
Total borrowings | (145.3) | (9. 5) | (1.2) | (156.0) |
Net debt | (198.6) | 0.3 | (4.4) | (202.7) |
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NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
22. PENSIONS
a) Retirement benefit plans – Group and Company
The Group operates one closed funded defined benefit pension scheme, the Fuller’s
Defined Benefit Pension Plan (“Scheme”). The Scheme is defined benefit in nature, with
assets held in separate professionally managed, trustee-administered funds. The Scheme
is an HM Revenue & Customs registered pension plan and subject to standard United
Kingdom pension and tax law. On 1 January 2015 the Scheme was closed to future accrual.
The Group operates two defined contribution pension schemes for its employees. The first is
the AON MasterTrust Pension for employees of the Parent Company. Secondly, a workplace
pension for employees who are not members of the AON MasterTrust Pension is offered
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 ended | 52 weeks ended | |
| 28 March 2026 | 29 March 2025 | |
| Group and Company | £m | £m |
| Total amounts charged in respect of pensions in the year | ||
| Charged to Income Statement: | ||
| Defined benefit scheme – net finance credit | – | (0.8) |
| – separately disclosed items | ||
Defined contribution schemes – total operating charge | 2.6 | 2.3 |
2.6 | 1.5 | |
| Charge to equity: | ||
Defined benefit schemes – net actuarial losses | 1.6 | 18.3 |
Total pension charge | 4.2 | 19. 8 |
150 Fuller, Smith & Turner P.L.C.
| 2026 | 2025 | |
| Mortality assumptions | Years | Years |
Current pensioners (at 65) – males | 21.4 | 21.4 |
Current pensioners (at 65) – females | 23.9 | 23.8 |
Future pensioners (at 65) – males | 22.8 | 22.7 |
Future pensioners (at 65) – females | 25.3 | 25.2 |
Key financial assumptions used in the valuation of the Scheme | 2026 | 2025 |
Rate of increase in pensions in payment | 3.20% | 2.95% |
Discount rate | 6.30% | 5.75% |
Inflation assumption – RPI | 3.30% | 3.00% |
Inflation assumption – CPI (pre-2030 / post-2030) | 2.40% / 3.30% | 2.10% / 3.00% |
| 2026 | 2025 | |
Impact on Scheme liabilities – increase / (decrease) 1 | £m | £m |
Increase discount rate by 0.1% | (0.8) | (0.9) |
Increase inflation assumption by 0.1% 2 | 0.7 | 0.8 |
Increase life expectancies by 1 year | 3.4 | 3.6 |
| At 28 March | At 29 March | |
| 2026 | 2025 | |
| Assets in the Scheme | £m | £m |
Index linked debt instruments | – | 1.3 |
Cash | 0.7 | 1.3 |
Annuities | 80.3 | 83.4 |
Total market value of assets | 81.0 | 86.0 |
| 2026 | 2025 | |
| £m | £m | |
Fair value of Scheme assets | 81.0 | 86.0 |
Present value of Scheme liabilities | (82.2) | (85.6) |
(Deficit) / surplus in the Scheme | (1.2) | 0.4 |
| 2026 | 2025 | |
| £m | £m | |
Retirement benefit obligations – funded | – | 1.6 |
Retirement benefit obligations – unfunded | (1.2) | (1.2) |
(Deficit) / surplus in the Scheme | (1.2) | 0.4 |
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NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
Defined benefit obligation | Fair value of Scheme assets | Net defined benefit surplus | ||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | £m | £m | |
Balance at beginning of the year | (85.6) | (95.0) | 86.0 | 112 . 3 | 0.4 | 17. 3 |
| Included in profit and loss | ||||||
Net interest credit | (4.8) | (4.5) | 4.8 | 5.3 | – | 0.8 |
Administration expenses | – | – | (0.1) | (0.1) | (0.1) | (0.1) |
Past service costs | – | (0.8) | – | – | – | (0.8) |
(4.8) | (5.3) | 4.7 | 5.2 | (0.1) | (0.1) | |
| Included in other comprehensive income | ||||||
| Actuarial gains / (losses) relating to: | ||||||
Actual return less expected return on Scheme’s assets | – | – | (4.1) | (28.2) | (4.1) | (28.2) |
Experience gains / (losses) arising on Scheme liabilities | 2.5 | 9.9 | – | – | 2.5 | 9.9 |
2.5 | 9.9 | (4.1) | (28.2) | (1.6) | (18.3) | |
Other Employee contributions | – | – | 0.1 | 1.5 | 0.1 | 1.5 |
Benefits paid | 5.7 | 4.8 | (5.7) | (4.8) | – | – |
5.7 | 4.8 | (5.6) | (3.3) | 0.1 | 1.5 | |
Balance at end of the year | (82.2) | (85.6) | 81.0 | 86.0 | (1.2) | 0.4 |
22. PENSIONS CONTINUED
c) Defined benefit plans – Group and Company continued
152 Fuller, Smith & Turner P.L.C.
| First 6% | Second 8% | ||
| cumulative | cumulative | ||
| preference | preference | ||
| share of £1 each | share of £1 each | Total | |
| Authorised, issued and fully paid share capital | Number | Number | Number |
| Number authorised and in issue: | ‘000s | ‘000s | ‘000s |
At 28 March 2026 and 29 March 2025 | 400 | 1,200 | 1,600 |
Monetary amount: | £m | £m | £m |
At 28 March 2026 and 29 March 2025 | 0.4 | 1.2 | 1.6 |
24. PROVISIONS
| Legal claims | ||
| 2026 | 2025 | |
| Group and Company | £m | £m |
Balance at the beginning of the year | 0.4 | 0.8 |
Arising during the year | – | 0.1 |
Released during the year | (0.2) | (0.5) |
Balance at the end of the year | 0.2 | 0.4 |
| 2026 | 2025 | |
| Analysed as: | £m | £m |
Due within one year | 0.2 | 0.4 |
Due in more than one year | – | – |
0.2 | 0.4 |
Further information has not been disclosed about the legal claims as they are ongoing
disputes and could negatively impact the outcome of the negotiations.
| 2026 | 2025 | |
| Group | £m | £m |
Ordinary Share capital | 23.4 | 23.8 |
Share premium | 53.2 | 53.2 |
Capital redemption reserve | 5.7 | 5.3 |
Hedging reserve | 0.6 | – |
Retained earnings | 364.4 | 359. 5 |
Preference shares | 1.6 | 1.6 |
448.9 | 443.4 |
| 2026 | 2025 | |
| Company | £m | £m |
Ordinary Share capital | 23.4 | 23.8 |
Share premium | 53.2 | 53.2 |
Capital redemption reserve | 5.7 | 5.3 |
Hedging reserve | 0.6 | – |
Merger reserve | (0.3) | (10.6) |
Retained earnings | 277.4 | 292.4 |
Preference shares | 1.6 | 1.6 |
361.6 | 365.7 |
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NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
| 2026 | 2025 | |
| Group | £m | £m |
| Non-current assets | ||
Derivative financial instruments used for hedging | 0.8 | – |
Total non-current assets | 0.8 | – |
| Current assets | ||
Trade and other receivables in scope of IFRS 9 | 2.1 | 2.8 |
Total current assets | 2.1 | 2.8 |
Total financial assets | 2.9 | 2.8 |
| Current liabilities | ||
| Financial liabilities at amortised cost: | ||
Trade and other payables in scope of IFRS 9 | 17.9 | 15.5 |
Lease liabilities | 5.5 | 5.2 |
Total carried at amortised cost | 23.4 | 20.7 |
Total current liabilities | 23.4 | 20.7 |
| Non-current liabilities | ||
| Financial liabilities at amortised cost: | ||
Lease liabilities | 55.8 | 55.6 |
Loans and debenture stock | 146.3 | 154.4 |
Preference shares | 1.6 | 1.6 |
Total carried at amortised cost | 203.7 | 211. 6 |
Total non-current liabilities | 203.7 | 211. 6 |
Total financial liabilities | 227.1 | 232.3 |
| 2026 | 2025 | |
| Company | £m | £m |
| Non-current assets | ||
Derivative financial instruments used for hedging | 0.8 | – |
Total non-current assets | 0.8 | – |
| Current assets | ||
Trade and other receivables in scope of IFRS 9 | 2.1 | 2.8 |
Total current assets | 2.1 | 2.8 |
Total financial assets | 2.9 | 2.8 |
| Current liabilities | ||
| Financial liabilities at amortised cost: | ||
Trade and other payables in scope of IFRS 9 | 190.0 | 178.1 |
Lease liabilities | 5.4 | 5.1 |
Total carried at amortised cost | 195.4 | 183.2 |
Total current liabilities | 195.4 | 183.2 |
| Non-current liabilities | ||
| Financial liabilities at amortised cost: | ||
Lease liabilities | 55.7 | 55.4 |
Loans and debenture stock | 146.3 | 154.4 |
Preference shares | 1.6 | 1.6 |
Total carried at amortised cost | 203.6 | 211. 4 |
Total non-current liabilities | 203.6 | 211. 4 |
Total financial liabilities | 399.0 | 394.6 |
25. FINANCIAL INSTRUMENTS CONTINUED
154 Fuller, Smith & Turner P.L.C.
Group | Company 1 | |||
| Impact on post-tax profit and net equity – | 2026 | 2025 | 2026 | 2025 |
| increase / (decrease) | £m | £m | £m | £m |
| Decrease interest rate by 1.0% | 0.9 | 1.4 | 2.1 | 1.9 |
| (2025:1.0%) | ||||
| Increase interest rate by 1.0% | (0.9) | (1.2) | (2.1) | (2.3) |
| (2025:1.0%) |
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NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
| On | Less than | 3 to 12 | 1 to 5 | 6 to 10 | More than | ||
| demand | 3 months | months | years | years | 10 years | Total | |
| Group at 28 March 2026 | £m | £m | £m | £m | £m | £m | £m |
Interest bearing loans and borrowings 1,2 | – | 2.1 | 6.2 | 164.7 | – | – | 173.0 |
Preference shares 3 | – | – | 0.1 | 0.5 | 0.6 | 2.8 | 4.0 |
Trade and other payables | 14.3 | 3.4 | 0.2 | – | – | – | 17.9 |
Lease liabilities | – | 2.1 | 6.4 | 30.2 | 25.3 | 20.8 | 84.8 |
Interest rate swap | – | – | – | 0.1 | – | – | 0.1 |
| On | Less than | 3 to 12 | 1 to 5 | 6 to 10 | More than | ||
| demand | 3 months | months | years | years | 10 years | Total | |
| Group at 29 March 2025 | £m | £m | £m | £m | £m | £m | £m |
Interest bearing loans and borrowings | – | 2.5 | 7. 5 | 178. 4 | – | – | 188.4 |
Preference shares 3 | – | – | 0.1 | 0.5 | 0.6 | 2.8 | 4.0 |
Trade and other payables | 11. 5 | 3.5 | 0.5 | – | – | – | 15.5 |
Lease liabilities | – | 1.7 | 5.3 | 28.0 | 25.1 | 22.2 | 82.3 |
| On | Less than | 3 to 12 | 1 to 5 | 6 to 10 | More than | ||
| demand | 3 months | months | years | years | 10 years | Total | |
| Company at 28 March 2026 | £m | £m | £m | £m | £m | £m | £m |
Amounts due to subsidiary undertakings 3 | 172.1 | – | – | – | – | – | 172.1 |
Trade and other payables | 14.3 | 3.4 | 0.2 | – | – | – | 17.9 |
Lease liabilities | – | 2.0 | 6.1 | 29.1 | 24.8 | 20.8 | 82.8 |
| On | Less than | 3 to 12 | 1 to 5 | 6 to 10 | More than | ||
| demand | 3 months | months | years | years | 10 years | Total | |
| Company at 29 March 2025 | £m | £m | £m | £m | £m | £m | £m |
Amounts due to subsidiary undertakings | 162.6 | – | – | – | – | – | 162.6 |
Trade and other payables | 11. 5 | 3.5 | 0.5 | – | – | – | 15.5 |
Lease liabilities | – | 1.6 | 4.9 | 26.8 | 24.3 | 22.2 | 79.8 |
25. FINANCIAL INSTRUMENTS CONTINUED
c) Financial risks – Group and Company continued
156 Fuller, Smith & Turner P.L.C.
Book value | Fair value | ||||
| 2026 | 2025 | 2026 | 2025 | Fair value | |
| Group | £m | £m | £m | £m | Level |
| Financial assets | |||||
Interest rate swap | 0.8 | – | 0.8 | – | 3 |
| Financial liabilities | |||||
Fixed rate borrowings | (19.9) | (19.9) | (21.0) | (23.0) | 3 |
Floating rate borrowings | (126.4) | (134.5) | (126.4) | (134.5) | 3 |
Preference shares | (1.6) | (1.6) | (1.6) | (1.6) | 3 |
26. SHARE CAPITAL AND RESERVES
| "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 | ‘000s | '000s | '000s | '000s |
At 29 March 2025 | 37, 3 2 2 | 13,326 | 89,052 | 139,70 0 |
Cancellation of shares | (1,10 0) | – | – | (1,10 0) |
“C” to “A” redesignation | 224 | (224) | – | – |
At 28 March 2026 | 36,446 | 13,102 | 89,052 | 138,600 |
Proportion of total equity shares at 28 March 2026 | 26.3% | 9.5% | 64.2% | 100% |
Monetary amount | £m | £m | £m | £m |
At 29 March 2025 | 14.9 | 5.3 | 3.6 | 23.8 |
At 28 March 2026 | 14.6 | 5.2 | 3.6 | 23.4 |
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 157
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
Treasury shares | LTIP ESOT | SIP ESOT | 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 | ‘000s | ‘000s | ‘000s | ‘000s | ‘000s | ‘000s | ‘000s | ‘000s | ‘000s |
At 30 March 2024 | 4,144 | 4,328 | 326 | 6 | 5 | 4,149 | 4,654 | 6 | 8,809 |
Shares purchased | 3,628 | – | 238 | – | – | 3,628 | 238 | – | 3,866 |
Shares released | (32) | – | – | – | – | (32) | – | – | (32) |
Shares cancelled | (3,900) | – | – | – | – | (3,900) | – | – | (3,900) |
At 29 March 2025 | 3,840 | 4,328 | 564 | 6 | 5 | 3,845 | 4,892 | 6 | 8,74 3 |
Shares purchased | 2,284 | – | 700 | – | – | 2,284 | 700 | – | 2,984 |
Shares released | (116) | – | – | – | – | (116) | – | – | (116) |
Shares cancelled | (1,10 0) | – | – | – | – | (1,100) | – | – | (1,10 0) |
At 28 March 2026 | 4,908 | 4,328 | 1,264 | 6 | 5 | 4,913 | 5,592 | 6 | 10,511 |
Monetary amount | £m | £m | £m | £m | £m | £m | £m | £m | £m |
At 30 March 2024 | 28.1 | 4.3 | 0.3 | 0.1 | 0.1 | 28.2 | 4.6 | 0.1 | 32.9 |
Shares purchased | 23.7 | – | 0.2 | – | – | 23.7 | 0.2 | – | 23.9 |
Shares released | (0.1) | – | – | – | – | (0.1) | – | – | (0.1) |
Shares cancelled | (26.6) | – | – | – | – | (26.6) | – | – | (26.6) |
At 29 March 2025 | 25.1 | 4.3 | 0.5 | 0.1 | 0.1 | 25.2 | 4.8 | 0.1 | 30.1 |
Shares purchased | 14.2 | – | 0.4 | – | – | 14.2 | 0.4 | – | 14.6 |
Shares released | (0.7) | – | – | – | – | (0.7) | – | – | (0.7) |
Shares cancelled | (7.1) | – | – | – | – | (7.1) | – | – | (7.1) |
At 28 March 2026 | 31.5 | 4.3 | 0.9 | 0.1 | 0.1 | 31.6 | 5.2 | 0.1 | 36.9 |
Market value at 28 March 2026 | 31.9 | 2.8 | 0.8 | – | – | 31.9 | 3.6 | – | 35.5 |
26. SHARE CAPITAL AND RESERVES CONTINUED
158 Fuller, Smith & Turner P.L.C.
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 159
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
| Number | Number | |||
| 2026 | 2026 | 2025 | 2025 | |
| ‘000s | WAEP | ‘000s | WAEP | |
| Outstanding at the beginning | 424 | £4.90 | 424 | £ 4.74 |
| of the year | ||||
Granted | 107 | £5.13 | 93 | £5.52 |
Forfeited | (13) | £5.04 | (61) | £4.75 |
Expired | (44) | £5.43 | – | – |
Exercised | (116) | £4.43 | (32) | £4.73 |
Outstanding at the end of the year | 358 | £5.11 | 424 | £4.90 |
Exercisable at the end of the year | 40 | £4.30 | 26 | £5.43 |
Weighted average share price for options exercised in the year | £6.46 | £6.39 | ||
| Weighted average contractual | 2.5 years | 2.3 years | ||
| life remaining for share options | ||||
| outstanding at the year end | ||||
Weighted average share price for options granted in the year | £6.80 | £6.24 | ||
Weighted average fair value of options granted during the year | £1.99 | £1.79 | ||
| Range of exercise prices for options | ||||
| outstanding at the year end | ||||
– from | £4.19 | £4.19 | ||
– to | £5.51 | £5.52 |
| Number of “A" | Number of “A" | ||
| Ordinary | Ordinary | ||
| Shares | Shares | ||
| Exercise price | under option | under option | |
| 40p Shares | 2026 | 2025 | |
| Exercisable at | £ | ‘000s | '000s |
February 2025 | 5.43 | – | 26 |
November 2025 | 4.35 | 27 | 90 |
February 2026 | 4.19 | 13 | 65 |
February 2027 | 5.43 | 20 | 20 |
February 2027 | 5.25 | 93 | 99 |
February 2028 | 4.19 | 19 | 26 |
February 2028 | 5.51 | 39 | 55 |
February 2029 | 5.25 | 15 | 16 |
February 2029 | 5.13 | 67 | – |
February 2030 | 5.51 | 27 | 27 |
February 2030 | 5.13 | 38 | – |
358 | 424 |
27. SHARE OPTIONS AND SHARE SCHEMES CONTINUED
160 Fuller, Smith & Turner P.L.C.
| Executive Share Option Scheme | ||||
| 2026 | 2025 | |||
| Number | 2026 | Number | 2025 | |
| '000s | WAEP | '000s | WAEP | |
| Outstanding at the beginning | 330 | £6.13 | 308 | £6.00 |
| of the year | ||||
Granted | 59 | £5.88 | 38 | £6.88 |
Lapsed | (48) | £5.67 | (16) | £6.00 |
Outstanding at the end of the year | 341 | £6.07 | 330 | £6.13 |
Exercisable at the end of the year | – | – | – | – |
Weighted average share price for options exercised in the year | n/a | n/a | ||
| Weighted average contractual | 7.74 yea r s | 8.32 years | ||
| life remaining for share options | ||||
| outstanding at the year end | ||||
Weighted average share price for options granted in the year | £5.74 | £6.96 | ||
Weighted average fair value of options granted during the year | £0.94 | £1.46 | ||
| Range of exercise prices for options | ||||
| outstanding at the year end | ||||
– from | £5.88 | £6.00 | ||
– to | £6.88 | £10.90 |
| Executive Approved Scheme | |||
| Number of | Number of | ||
| “A" Ordinary | “A" Ordinary | ||
| Exercise | Shares | Shares | |
| price 40p | under option | under option | |
| Shares | 2026 | 2025 | |
| Exercisable in / between | £ | '000s | '000s |
2018 and 2025 | 10.90 | – | 3 |
2025 and 2032 | 6.00 | – | 11 |
2026 and 2033 | 6.00 | 252 | 281 |
2027 and 2034 | 6.88 | 35 | 35 |
2028 and 2035 | 5.88 | 54 | – |
341 | 330 |
| 2026 | 2026 | 2025 | 2025 | |
| "A" Shares | "B" Shares | "A" Shares | "B" Shares | |
| Number | Number | Number | Number | |
| Shares | ‘000s | ‘000s | ‘000s | ‘000s |
| Outstanding at the beginning | 880 | 2,198 | 1,056 | 2,638 |
| of the year | ||||
Granted | 328 | 819 | 269 | 673 |
Lapsed | (229) | (573) | (445) | (1,113) |
Outstanding at the end of the year | 979 | 2,444 | 880 | 2,198 |
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 | 1.23 years | 1.23 years | 1.16 years | 1.16 years |
contractual life remaining is Weighted average share price for shares granted in the year | £5.78 | £0.58 | £6.96 | £0.70 |
Weighted average fair value of shares granted during the year | £5.17 | £0.52 | £5.48 | £0.55 |
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 161
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
| 2026 | 2025 | |
| Number | Number | |
| ‘000s | '000s | |
Outstanding at the beginning of the year | – | 18 |
Released | – | (18) |
Outstanding at the end of the year | – | – |
Weighted average share price for shares released in the year | £0.00 | £6.55 |
For shares outstanding at the year end, the weighted average contractual life remaining is | n/a | n/a |
Weighted average share price for shares granted during the year | n/a | n/a |
Weighted average fair value of shares granted during the year | n/a | n/a |
LTIP scheme | SAYE | Executive Share Option Scheme | ||||
Fair value inputs | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 |
Dividend yield (%) | n/a | n/a | 3.7% | 2.2% | 3.7% | 2.6% |
Expected share price volatility (%) | n/a | n/a | 25.3%-32.6% | 2 9. 0 % - 37. 2 % | 25.3% | 29.0% |
Risk-free interest rate (%) | 3.7% | 4.4% | 4.0% | 4.0% | 3.7% | 4.4% |
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 |
27. SHARE OPTIONS AND SHARE SCHEMES CONTINUED
162 Fuller, Smith & Turner P.L.C.
Investment properties | Property, plant and equipment | |||
| 2026 | 2025 | 2026 | 2025 | |
| Group | £m | £m | £m | £m |
Within one year | 0.5 | 0.2 | 7.8 | 6.3 |
One to two years | 0.4 | 0.2 | 6.3 | 4.7 |
Two to three years | 0.4 | 0.1 | 4.8 | 3.6 |
Three to four years | 0.4 | 0.1 | 2.9 | 1.8 |
Four to five years | 0.3 | 0.1 | 1.9 | – |
After five years | 5.1 | 0.3 | 3.2 | 0.6 |
7.1 | 1.0 | 26.9 | 17. 0 |
Investment properties | Property, plant and equipment | |||
| 2026 | 2025 | 2026 | 2025 | |
| Company | £m | £m | £m | £m |
Within one year | 0.5 | 0.2 | 7.8 | 6.3 |
One to two years | 0.4 | 0.2 | 6.3 | 4.7 |
Two to three years | 0.4 | 0.1 | 4.8 | 3.6 |
Three to four years | 0.4 | 0.1 | 2.9 | 1.8 |
Four to five years | 0.3 | 0.1 | 1.9 | – |
After five years | 5.1 | 0.3 | 3.2 | 0.6 |
7.1 | 1.0 | 26.9 | 17. 0 |
| 2026 | 2025 | |
| Group and Company | £m | £m |
| Capital commitments – authorised, contracted | 3.1 | 2.2 |
| but not provided for |
| 52 weeks ended | 52 weeks ended | |
| Compensation of key management personnel | 28 March 2026 | 29 March 2025 |
| (includingDirectors) | £m | £m |
Short-term employee benefits | 4.1 | 4.0 |
Post-employment benefits | 0.3 | 0.3 |
4.4 | 4.3 |
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 163
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
| 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 28 March 2026 | £m | £m | £m | £m | £m | £m |
Subsidiaries | – | 106.1 | – | 10.3 | (172.1) | – |
| 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 29 March 2025 | £m | £m | £m | £m | £m | £m |
Subsidiaries | – | 92.0 | – | 10.9 | (162.6) | – |
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 (Reading) Limited | 07309587 | |
B & D (Win) Limited | 07320245 | |
RSH 200 | Limited | 12035987 |
Cotswold Inns & Hotels Limited | 03309179 | |
Mortons Bar & Grill Limited | 04922277 |
Company | Company Number |
Mortons Bar & Grill (Alcester) Limited | 09001683 |
Mortons Catering Limited | 02824757 |
The Classic Country Pub Co. Limited | 03588736 |
Mortons Bar & Grill (Bromsgrove) Limited | 08495675 |
Company | Company Number |
Griffin Inns Ltd. | 00495934 |
Ringwoods Limited | 00178536 |
F.S.T. Trustee Limited | 03163480 |
Fuller Smith & Turner Estates Limited | 01831674 |
29. RELATED PARTY TRANSACTIONS CONTINUED
164 Fuller, Smith & Turner P.L.C.
ADDITIONAL INFORMATION
REGISTERED OFFICE
Fuller, Smith & Turner P.L.C.
Pier House
86-93 Strand-on-the-Green
London
W4 3NN
Registered in England under number:
241882
EXECUTIVE CHAIRMAN
Simon Emeny, Executive Chairman
EXECUTIVE DIRECTORS
Neil Smith, ACA, Finance Director
Fred Turner, ACA, Chief Operating Officer
Dawn Browne, Chief People Officer
NONEXECUTIVE DIRECTORS
Juliette Stacey, ACA*
Sir James Fuller Bt
Richard Fuller
Robin Rowland, OBE*
Jane Bednall*
* Independent
PRESIDENT
Anthony Fuller, CBE
Chairman from 1982 to 2007, retired from
the Board in 2010 after a long career with
Fuller’s and continues asPresident
SECRETARY
Rachel Spencer, Company Secretary
Pier House
86-93 Strand-on-the-Green
London
W4 3NN
Tel: 020 8996 2105
E-mail: company.secretariat@fullers.co.uk
JOINT STOCKBROKERS
Deutsche Bank AG
21 Moorfields
London
EC2Y 9DB
Investec Bank PLC
30 Gresham Street
London
EC2V 7QP
AUDITOR
Ernst & Young LLP
1 More London Place
London
SE1 2AF
REGISTRARS
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Tel: 0370 889 4096
E-mail via website:
www.investorcentre.co.uk/contactus
DIRECTORS, ADVISORS AND OTHER INFORMATION
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 165
REGISTRARS
Any enquiries relating to shareholdings on the share
register (for example, change of address, bank mandates,
communication preferences) should be sent to the
Company’s Registrars, Computershare. You can also
manage your shareholding online at:
www.computershare.com/investor/uk.
Shareholders may at any time choose to receive notification
of the availability of corporate communications on Fuller’s
website by e-mail or choose to receive them in printed form.
To receive notifications of the availability of a corporate
communication by e-mail, or revoke or amend an instruction
to receive such notifications by e-mail, go to:
www.computershare.com/investor/uk or contact
Computershare, quoting your shareholder reference number.
SHAREHOLDER PRIVILEGES
Individual shareholders with at least 1,000 “A” or “C” Ordinary
Shares or 10,000 “B” Ordinary Shares are eligible to receive a
Shareholder Inndulgence Card. For any individual issued with
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, Cotswold Inns & Hotels and Lovely Pubs. It also
offers a 15% discount on the Best Flexible Rate or Standard
Flexible B&B Rate for bedrooms by Fuller’s, Bel & The Dragon
and Lovely Pubs accommodation. There is currently no
accommodation discount available with the Card at any of
the Cotswold Inns & Hotel sites. Further information is available
from the Company Secretariat.
REDESIGNATION OF “C” ORDINARY SHARES
“C” Ordinary Shares can be redesignated as “A” Ordinary
Shares within 30 days of the full year and half year
announcements by sending in your certificates and a written
instruction to redesignate prior to or during the period to the
Company’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
CompanySecretariat.
FINANCIAL CALENDAR AND KEY DATES
10 June 2026 FY2026 Full year results announcement
21 July 2026 Annual General Meeting (11am)
23 July 2026 FY2026 Dividend payment
11 November 2026 FY2027 Half year results
announcement
DIRECTORS, ADVISORS AND OTHER INFORMATION
ADDITIONAL INFORMATION
CONTINUED
166 Fuller, Smith & Turner P.L.C.
GLOSSARY
Adjusted earnings
per share (“EPS”)
Earnings per share, adjusted for separately disclosed items. The
Directors believe that this measure provides useful information for
shareholders as to the performance of the Group.
Adjusted EBITDA Earnings before interest, tax, depreciation, profit on disposal of
plant and equipment, and amortisation, adjusted for separately
disclosed items.
Adjusted profits Profit before tax and before separately disclosed items.
CRM Customer Relationship Management.
Drinks, food and
accommodation like
for like sales growth
Measured on the same basis as ‘Managed Pubs and Hotels
invested like for like sales growth’ below.
ESOS Executive Share Option Scheme.
LTIP Long-Term Incentive Plan.
LTSA Long-term supply agreement.
Managed Pubs and
Hotels invested like
for like sales growth
Sales growth calculated to exclude those pubs which have not
been trading throughout the two years for the corresponding
period in both years. The principal exclusions from this measure
are: pubs purchased or sold in the last 12 months; sites which are
closed; and pubs which are transferred to Tenancy.
Market capitalisation Only the Company’s 40p “A" Ordinary Shares are listed. The
Company calculates its market capitalisation as the total of all
classes of Ordinary Shares; i.e. listed 40p “A" Ordinary Shares,
unlisted 4p “B" Ordinary Shares and unlisted 40p “C" Ordinary
Shares plus all potentially awardable share options and LTIP
awards less any shares held in treasury. For the purposes of the
calculation of market capitalisation, a 4p “B" Ordinary Share is
treated as having 10% of the market value of a quoted 40p “A”
Ordinary Share and a 40p “C" Ordinary Share is treated as having
an equivalent value to a 40p “A" Ordinary Share.
Net debt Comprises cash, bank loans, debenture stock, preference shares
and lease liabilities net of debt issue costs.
Operating profit Profit before finance costs and tax and profit on disposal
ofproperties.
RevPAR Calculated by dividing total room revenue by the total number of
rooms available in the period being measured.
SAYE Savings Related Share Option Scheme.
SIP Share Incentive Plan.
TCFD Task Force on Climate-Related Financial Disclosures, a framework
developed by the Financial Stability Board for companies to
report on how climate change will affect their business.
Total annual dividend Total annual dividend for a financial year comprises interim
dividends paid during the financial year and the final dividend
proposed for approval by shareholders at the Annual General
Meeting after the completion of the financial year.
Unnecessary plastic Eliminating all plastic which is used instantaneously but is
unnecessary for food safety purposes and its removal will not lead
to unintended environmental consequences by its removal, such
as increased waste or carbon emissions.
Working capital Calculated as current assets (trade receivables and inventory)
less current liabilities (trade and other payables).
Strategic Report Governance Report Financial Statements Additional InformationOverview
Annual Report and Accounts 2026 167
FIVE YEARS’ PROGRESS
Group Income Statement
2026
£m
2025
£m
2024
£m
2023
£m
2022
£m
Revenue and other income 397.8 376.3 359.1 336.6 253.8
Operating profit before separately
disclosed items
45.9 40.4 34.5 25.1 18.5
Finance costs before separately
disclosed items
(11.3) (13.4) (14.0) (12.4) (11. 3)
Adjusted profit before tax 34.6 2 7. 0 20.5 12.7 7. 2
Separately disclosed items (5.1) 6.8 (6.1) (2.4) 4.3
Profit before tax 29.5 33.8 14.4 10.3 11. 5
Taxation (8.3) (6.6) (5.3) (2.4) (4.4)
Profit after tax 21.2 2 7. 2 9.1 7.9 7.1
Adjusted EBITDA 74.6 67. 6 60.8 51.8 44.3
Assets employed
2026
£m
2025
£m
2024
£m
2023
£m
2022
£m
Non-current assets 676.6 668.5 689.5 696.4 713.8
Inventories 4.6 4.6 4.0 4.2 3.6
Other current assets 11.2 12.0 8.5 10.9 11. 3
Assets classified as held for sale 3.1 3.0 8.4 7. 0 5.4
Cash and cash equivalents 7. 4 13.8 12.2 14.1 15.6
702.9 701.9 722.6 732.6 749. 7
Current borrowings – – – (6.0) (120.0)
Other current liabilities (64.8) (59.1) (64.9) (59.9) (64.5)
Non-current borrowings (147.9) (156.0) (145.3) (140.9) (2 7. 5)
Other non-current liabilities (79.8) (75.1) (81.1) (83.2) (88.5)
Net assets 410.4 411. 7 431.3 442.6 4 49.2
2026
£m
2025
£m
2024
£m
2023
£m
2022
£m
Per 40p “A" Ordinary Share
Adjusted earnings 47.18 p 34.22p 24.48p 16.10p 9.79p
Basic earnings 39.22p 47. 49p 15.16p 12.98p 11.59p
Dividends (interim and proposed
final)
21.20p 19.76p 17. 75 p 14.68p 11. 31p
Net assets £7.59 £7.19 £7.18 £7. 2 7 £7. 2 7
Net debt (£ million)
1
(201.8) (203.0) (199. 0) (204.6) (212.6)
Gross capital expenditure (£ million) 39.4 52.0 2 7. 2 30.7 25.8
Average number of employees 5,491 5, 311 5,293 5,247 4,240
1 Net debt includes amounts relating to leases under IFRS 16.
168 Fuller, Smith & Turner P.L.C.
Printed by a CarbonNeutral® Company certified to ISO 14001 environmental management system.
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100% of the inks used are HP Indigo ElectroInk which complies with RoHS legislation and meets the
chemical requirements of the Nordic Ecolabel (Nordic Swan) for printing companies, 95% of press
chemicals are recycled for further use and, on average 99% of any waste associated with this
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The paper is Carbon Balanced with World Land Trust, an international conservation charity, who
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Through protecting standing forests under threat of clearance, carbon is locked-in that would
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CBP030752
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
E-mail: fullers@fullers.co.uk
Fuller, Smith & Turner P.L.C. Annual Report and Accounts 2026