S&U plc

Ready for

the Rebound

Annual Report and Accounts

for the Year ended 31 January 2025

Our Businesses

Motor Finance

Hire purchase motor finance

for over 275,000 customers

since 1999.

Property Bridging

Finance

Launched in early 2017 and

growing steadily to build on their

significant success.

EAMWORKT

In any business the

guardians of integrity

are its people, and their

common pursuit of the

highest standards.

ESPECTR

Loving your neighbour

is not simply at the

core of Christian values,

but transcends our

behaviour towards

everyone whatever

their race, gender,

religion or personality.

NDERSTANDINGU

Valuing every customer

must be grounded in

a clear understanding

of their needs, wishes

and circumstances; this

guides the service we

offer them.

ERVICES

This is both the

product and the proof

of our understanding

and respect for our

customers, each other

and our neighbours.

RUTHT

Honesty, integrity and

transparency are the

best guarantees of the

way we treat all with

whom we do business.

If people trust S&U they

will have confidence in

the services we provide.

The good business

which results is our

justified reward.

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

foremost motor, property bridging and specialist

finance service.

Since 1999 our Advantage motor subsidiary has provided finance

for over 275,000 customers. In just eight years, Aspen our new

property bridging business has transacted over £500m in secured loans.

Our Values

Making the customer the

heart of our business.

Respect for every

customer and always

treating customers fairly.

Conservative approach to

underwriting and collections

to enable sustainable growth.

S&U Mission Statement

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

customers have relied on the company for one quality above all –

TRUST

. Trust is the golden

seam which runs through everything we do.

In practice it means:

S&U Annual Report 2025

Contents

Strategic Report

Group at a Glance 04

A1 Chairman’s Statement 05

A2 Strategic Report 10

A2.1 Strategic Review 10

A2.2 Business Review 11

A2.3 Funding Review 12

A2.4 Principal Risks and Uncertainties 12

A3 Statements of Viability and Going Concern 15

A4 Corporate Social Responsibility 23

A4.1 Employees 23

A4.2 Community 24

A4.3 Health and Safety and Diversity Policy 24

A4.4 Climate Change 24

A5 Section 172 Statement 27

A6 Approval of Strategic Report 27

Corporate Governance

B1 Board of Directors 30

B2 Directors’ Remuneration Report 32

B2.1 Report of the Board to the

Shareholders on Remuneration Policy

B2.2 Annual Remuneration Report 35

B3 Governance 44

B3.1 Audit Committee Report 44

B3.2 Corporate Governance 45

B3.3 Compliance Statement 49

B4 Directors’ Report 50

B5 Directors’ Responsibilities Statement 52

C Independent Auditor’s Report to the

Members of S&U plc

The Accounts

D1 The Accounts 62

D1.1 Group Income Statement and

Statement of Comprehensive Income

D1.2 Balance Sheet 63

D1.3 Statement of Changes in Equity 64

D1.4 Cash Flow Statement 65

D2 Notes to the Accounts

Five Year Financial Record

Other Information

Financial Calendar 91

Officers and Professional Advisers 92

Revenue (£m)

89.9

87.9

102.7

115.4

88.9

115.6

2021

022

023

024

025

Average for 2 pandemic years

Basic EPS (p)

120.7

312.8

277.5

209.2

216.8

147.4

2021

022

023

024

025

Average for 2 pandemic years

Profit before tax (£m)

18.1

47.0

41.4

33.6

32.6

24.0

2021

022

023

024

025

Average for 2 pandemic years

Dividend Declared (p)

2021

022

90.0

023

126.0

024

133.0

025

120.0

108.0

100.0

Average for 2 pandemic years

VIEW

ONLINE

Stock Code: SUS ― www.suplc.co.uk 01

In this section

Group at a Glance 04

A1 Chairman’s Statement 05

A2 Strategic Report and Section 172 Statement 10

A2.1 Strategic Review 10

A2.2 Business Review 11

A2.3 Funding Review 12

A2.4 Principal Risks and Uncertainties 12

A3 Statements of Viability and Going Concern 15

A4 Corporate Social Responsibility 23

A4.1 Employees 23

A4.2 Community 24

A4.3 Health and Safety and Diversity Policy 24

A4.4 Climate Change 24

A5 Section 172 Statement 27

A6 Approval of Strategic Report 27

S&U Plc Annual Report and Accounts 202502 S&U Plc Annual Report and Accounts 202502

Strategic

Report

Strategic Report

Stock Code: SUS ― www.suplc.co.uk 03Stock Code: SUS ― www.suplc.co.uk 03

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

bridging and specialist finance service. We now have over 55,000 customers and

over 200 loyal and valued staff and plans for continued sustainable growth.

Motor Finance

Property Bridging Finance

Aspen Bridging is now entering its 9th year in the property

bridging finance market having successfully established a

strong reputation for service excellence in the delivery of

quality lending products. Aspen has continued to develop an

appealing range of award-winning bridging loan products with

a good reach across the market for residential and commercial

property as well as sectors such as refinancing, capital raising

and refurbishment loans. Aspen now lend up to £15m per deal

with an average loan size of circa £1m.

Aspen has continued to strengthen broker relationships,

appealing to them as a one-stop shop for their customer

bridging loan needs and positioning ourselves as a respected

lender in the property bridging market. As members of the

BDLA and FIBA along with promoting our lending propositions

at key industry events, Aspen has won three industry awards

at the Bridging and Commercial awards and has now been

nominated in four categories for the 2025 event.

Aspen, based in Solihull, has continued to grow and develop

the team of 30 with highly skilled and experienced staff,

investing in professional training and expanding the customer

acquisition channels via additional broker networks, added a

further member of the dedicated broker development team

presenting its product offering at all key industry forums and

financial showcasing events. Aspen continues its journey

towards being a significant contributor to the future of the

Group.

2024 has seen Aspen achieve new records and continued

growth in our customer and broker relationships that we

have nurtured since our launch in 2017. Having seen positive

movement in the property market after the uncertainties of

2023 Aspen has performed consistently throughout the year

with record lending and record levels of repayments both

supporting a positive view of the Bridging market. Having

expanded our product offering and launching into new broker

networks in 2024 Aspen has managed to increase its reach

to wide borrower and broker sectors of the bridging market.

Our focus on delivering a fast, consistent and a reliable service

for both new and returning customers coupled with our own

on-site visits and risk data management USP’s has enabled

Aspen to successfully operate in this speciality lending market.

With further investment in staff and professional training

undertaken, the Aspen team are ready to build on the success

of this bridging lending business.’’

Ed Ahrens

Chief Executive

Advantage Finance continues to grow its position as an

innovative, progressive and leading provider of motor finance

to the specialised and underserved market. Advantage has

taken a leading role in advocating for positive change for

customers through its engagement with regulators and market

advocates such as the FLA and has made significant progress in

its strategic investment plan to upgrade systems, processes and

platforms to enable future growth.

Based in Grimsby with an operating footprint across the UK,

Advantages team of over 200 colleagues works closely with

leading brokers and motor dealers to provide tailored motor

finance solutions to customers buying cars, Vans, Motorcycles

and Caravans. A non-prime specialist that recently celebrated

25 years of service to over 275,000 customers since its

founding in 1999.

Advantage Finance continues to build upon its exceptional

reputation which is recognised in its market leading customer

satisfaction, outcome and complaint resolution results.

Funding is invested wisely through a hugely experienced and

skilled management team who have supported the business

throughout its history. Advantage Finance continues to

leverage its unique strengths which include its dedication to

customer service and support, innovative in-house technology

and clear growth strategy to be well placed to not only survive

the current regulatory and market uncertainty but to thrive

and grow.

Advantage has invested wisely and extensively during the last

12 months, much of it focused on a regulatory engagement

which has concluded successfully, to grow a platform for future

growth and continuing service to customers and shareholders.

As the regulatory and political landscape becomes increasingly

clear, we are well placed to bring our usual brand of expertise,

customer dedication, innovation and positive disruption to a

significant and crucially important non-prime market.’’

Karl Werner

Chief Executive

S&U Plc Annual Report and Accounts 202504

Group at a glance

Overall therefore, 2024 was a year of consolidation and

preparation for the rebound in performance anticipated at

Advantage this year. Whilst Group net assets were marginally

higher at £238.1m (2024: £234.2m), receivables were lower at

£445m (2024: £466m). With net borrowings at just £198.1m

against £224.2m last year. Group gearing fell from 95.8% to 80.8%.

Consolidation at Advantage was necessary due to what appeared

to be a regulatory, legal and fiscal onslaught. This damaged

consumer confidence in the motor finance industry, and at

Advantage, constrained the way in which it historically dealt with

its customers, as well as eroding the certainty required to invest in

new transactions. However, our confidence in a rebound is based

upon Advantage’s significant work on customer relations, early

results on debt quality and revived lending following the successful

conclusion of the FCA’s s166 engagement launched in 2023. In

addition, there are encouraging signs that the FCA is adopting

a more pragmatic and business-aligned regulatory approach,

which will hopefully be mirrored in the impending Supreme Court

decision on commission disclosure.

Above all, we retain great confidence in the markets we serve and

our expertise in doing so over the past 25 years. Finance is required

for between 80% and 90% of the 2.3million used car purchases

made every year. After a hiatus in growth which saw volumes

lower last year, recent trends in the last quarter of 2024 and first

quarter of 2025 show modest growth as consumer confidence

gradually returns and interest rates, albeit slowly, abate.

We serve these markets well. Over 25 years’ experience has

seen Advantage’s FEEFO customer service reviews currently at

4.9 out of 5 and Trustpilot reviews at 4.8 out of 5, and an uphold

rate for disputed FOS cases still amongst the best in the industry

at 85%. This year alone, Advantage has revised its scorecard, it’s

affordability calculations and introduced new telephony for more

efficient and consistent customer relations. It has also overhauled

training for customer agents and boosted their headcount.

In property finance, Aspen has seen buoyant demand from small

and medium sized firms addressing the UK’s large under supply of

housing, particularly in the rental sector.

New longer-term products have been introduced, the scope of the

loan portfolio widened to allow development loans of up to £10m,

and the year has seen a significant investment in our recovery

team. Overall, the number of employees at Aspen studying for

professional RICS and CFSP qualifications has risen by 50% in the

year, and a new 2025 training program has just begun.

S&U therefore views the future with confidence. Our treasury

position is historically strong, business methods are well tested and

our people are loyal and motivated. What remains to be seen for

the whole of the motor finance industry is the direction of travel

of our regulators and of the legal framework they and we inhabit.

That demands a separate section.

Regulation and its consequences

At least before the recent American elections and a new more

growth orientated Labour government, the zeitgeist for regulation

was interventionist, consumerist and risk averse. A tsunami of

often inconsistent directives, CEO advice, thematic reviews, and

a new Consumer Duty set against a geriatric Consumer Credit Act

has threatened to undermine the UK specialist lending industry.

Evidence of regulators’ all-pervasive interference in previously

vibrant markets is revealed in a recent paper by Centaurus, the

respected political commentators. They reveal that the ratio of

regulators’ staff to workers in the city has risen four times since

2011, having previously multiplied by 40 times since 1980.

As a result, over the past 10 years market valuations for specialist

lenders in the sector have fallen by an estimated two-thirds

since 2016. Valuations have not shown any increase in the UK,

compared to rises of 329% in North America and 323% in Europe.

UK Valuations based on price earnings or price to book value

have plummeted. The average P/E for the sector in the USA is 9.2.

For S&U as a Group, the financial year 2024/25 was hardly a vintage year. Fortunately, 2025/26 trading

promises to be better. Group profit before tax for the year to 31 January 2025 was £24.0m (2024: £33.6m), as

S&U’s motor finance subsidiary, Advantage, faced the challenge of a regulatory engagement, which adversely

affected its lending and collections performance but which is now concluded. Advantage profit before tax

as a result, was £16.5m against £28.8m last year. These results contrasted with a superb performance from

Aspen, our property lender, which produced record profit before tax of £7.2m (2024: £4.8m). EPS for the

Group were 147.4p against 2024: 209.2p.

We are confident that the experience, skill and determination of our people,

together with a more supportive government, a more pragmatic regulator

and a common-sensical Supreme Court, will lead to a rebound in Advantage’s

results. Meanwhile our property lender, Aspen, has produced record profit and

performance and beckons a very bright future. We therefore anticipate that

S&U will be restored to its habitual path of steady and sustainable growth.”

Anthony Coombs MA (OXON)

Chairman

Stock Code: SUS ― www.suplc.co.uk 05

Strategic Report

A1 Chairman’s Statement

In the UK it is 6.2. Against book value the figures are an even more

startling - 2.4 times against 0.66 times.

The result has been a withdrawal of capital from the market

(Clearscore reckons about £2 billion or 30% since 2019) as funders

increasingly fret over the turbulence caused by interventions from

regulators and judges. The Court of Appeal decision currently

being reviewed by the Supreme Court is a clear example, going

over and above regulatory guidance from the Financial Conduct

Authority on the way in which commissions paid to intermediaries

did not have to be specifically disclosed. Whilst I believe that

common sense and a lack of any consumer harm will prevail upon

the Supreme Court’s decision, the Court of Appeal decision caps

a litany of recent retrospective, subjective and often inconsistent

legal and regulatory guidance.

In an attempt to stem this outflow of capital from the sector, and

as a sign of change in the zeitgeist more generally, the Chancellor

recently announced, “a new approach to ensure regulators support

growth.” Under pain of legislation to ensure compliance, the

Government has recently invited suggestions for regulatory reform.

Both the Finance and Leasing Association and, through them,

Advantage, have responded. Much greater clarity and practical

guidance is required on exactly how good customer outcomes

should be determined.

Regulation should also cover a faith in the free-market system

and overcome what Lord Jonathan Sumption, himself a former

Supreme Court judge, calls the “growing aversion of western

society to risk” and a presumption that “for all perils, there must

be a governmental solution”. In his latest and best-selling book,

“The challenge of democracy and the rule of law”, Lord Sumption

quotes the great political scientist, Alexis de Toqueville writing

with remarkable prescience in the 19th century. I unashamedly

do likewise, since this message should be nailed to the desk of

every regulator, politician and judge in the country. De Tocqueville

wrote that by covering “the surface of society with complicated

rules minute and uniform, the state ensures that the will of man

is not shattered, but it is softened, bent and guided”. As a result,

by constantly restraining people from acting, the state “does

not destroy, but it prevents existence; it does not seize, but it

compresses, enervates and extinguishes”. Ultimately, it enervates

people thus reducing them to a “flock of timid and industrious

animals of which the government is the shepherd”. Anyone seeking

an explanation for living standards in the UK which have stagnated

for nearly 20 years, need look no further.

Advantage Finance

As predicted in the February Trading Statement, such regulatory

headwinds and associated increases in non-payers and vehicle

recoveries have led to impairment increasing to £33m (2024:

£23m) which has impacted Advantage’s profit this year. Profit

before tax was £16.5m (2024: £28.8m). Net receivables fell to

£284m (2024: £332m) leading to lower total repayments of £215m

(2024: £234m). These resulted from lower levels of advances and

transactions, particularly since May last year. Transaction volumes

ended at 12,703 this year against 21,565 in 2024.

There were two main reasons for this. First, a cost-of-living

forbearance review by the FCA in late 2023 placed new restrictions

on affordability and led to a significant fall in loan approvals and

then transactions. Thus, the beginning of 2024 saw 5,153 new

deal transactions in the first quarter, whilst new deal transactions

were only 1992 in the fourth quarter, despite some improvement

in January. The fall was concentrated on the lowest tier customers,

whose imperfect credit records Advantage previously have been

proud to accommodate and manage, with the consequence that

these credit records in many cases improve.

In addition, new regulatory interpretations led Advantage to

an understandably but perhaps overly cautious approach to

underwriting. In the apparent absence of a uniform approach to

this throughout the industry, this led to some loss of credibility for

Financial Highlights*

2025 2024

Revenue: £115.6m £115.4m

Profit before tax (“PBT”): £24.0m £33.6m

Earnings per share (“EPS”): 147.4p 209.2p

Group net assets: £238.1m £234.2m

Group gearing*: 80.8% 95.8%

Group total repayments*: £395.8m £369.8m

Dividend proposed: 100p per

ordinary share

120p per

ordinary share

* Key alternative performance measurement definitions are given in note

1.14 below.

A superb performance from Aspen, our property

lender, which produced record profit before tax of

£7.2m (2024:£4.8m).”

Anthony Coombs MA (OXON)

Chairman

S&U Plc Annual Report and Accounts 202506

A1 Chairman’s Statement CONTINUED

Advantage with introducers. This credibility is now being restored

and has prompted a shift to lower risk, higher tier customers

who now comprise 70% of new deals compared to 48% a year

ago. Currently, customer transactions have rebounded to above

budget levels and continue to improve. Nevertheless, a partial

readjustment toward Advantage’s higher margin, more traditional

customer base is anticipated throughout this year.

The second contributor to Advantage’s performance last year lay

in the field of collections. A good customer outcome for non-prime

borrowers has always required an understanding but focused

management of their repayments, using forbearance where

necessary. Unfortunately, evolving regulatory interpretations at

times gave precedence to often subjective feelings of customer

well-being over their contractual obligations and ability to continue

to access credit. This led to an understandable loss of focus in

Advantage’s collections department, which was exacerbated by the

imposition in 2023 of voluntary regulatory restrictions by the FCA

which curtailed any repossession activity, and even the mention of

it to customers in arrears. As a result, up to date gross receivables

fell from 74% to 65% of the book last year and adherence to

contracted repayments fell to 84% in the normally seasonally

challenging final quarter, from an historic 92%. Fortunately, such

oversteer is now being corrected as collection teams combine a

refined approach to customer forbearance with more habitual

forms of responsible collecting. Repayment adherence in February

was back up to 88% and in March to 91% and average payment

arrangements for customers in arrears have also now improved.

The voluntary regulatory restrictions have now been lifted and a

significant retraining programme is already boosting performance.

Obviously, given the challenges of the last year, much remains

to be done at Advantage to restore normal levels of profitability.

The operational and financial demands imposed by the recently

concluded FCA s166 engagement will be lifted and our funding

costs will reduce as interest rates are lowered, albeit more slowly

than anticipated. Most of all transaction and collection trends

should turn more positive. Whilst uncertainty regarding the

Supreme Court decisions on commission disclosure overshadow

the industry, I repeat my view that the judges will decide that

equity, lack of customer harm and the public interest in a

functioning consumer credit system will lead to a common sensical

solution.

Aspen Bridging

Aspen, our bridging lender founded in 2017, has had an impressive

year and continues to maintain its excellent progress. Profit before

tax in 2025 was a record £7.2m, a full 50% up on 2024, whilst net

assets rose by over 37% to £12.9m. Revenue was a record £23.8m

as new loan transactions rose to 191 on record blended margins.

In total, a record £179m (2024: £144m) was lent, whilst collections

were also at a record £179m (2024: £144m) demonstrating the

quality of Aspen’s book and its close relations with customers. The

latter is ever more important since an increasing proportion of

Aspen borrowers are experienced small developers undertaking

£24.0m

Profit before tax (“PBT”)

(2024: £33.6m)

£115.6m

Revenue

(2024: £115.4m)

80.8%

Gearing

(2024: 95.8%)

£238.1m

Net Assets

(2024: £234.2m)

Stock Code: SUS ― www.suplc.co.uk 07

Strategic Report

refurbishment and new build projects to satisfy the undersupplied

residential rental market. This has led to sustained rental increases

and unsurprisingly, given ONS predictions that UK population

will grow by 10 million to 72 million by 2032, house prices are

predicted to increase by over 21% in the next five years.

All this is very good news for the bridging market and for Aspen.

Whilst High Street bank lenders, burdened by risk weighting

and minimum loan sizes beyond the range of SME builders, play

a diminishing role, Aspen can benefit from a market expected

to grow to 1.2m transactions in 2025/26. In contrast to the

heavily regulated motor finance market, this is already attracting

significant investment from institutions both in the UK and abroad.

This will drive Aspen’s growth next year.

However, prediction is not the same as achievement. Successful

growth is earned by incessant attention to detail, flexible and

imaginative product development, careful underwriting (Aspen

gross loan to values have consistently been around 70% for several

years) and, above all, investment in people.

Thus, during the last year new products have been introduced

to allow longer and more flexible repayment options, larger

development loans and also recently the introduction of Heter

Iska products for the Orthodox Jewish market. Aspen’s expanded

business development division is expected to help drive over £50m

of additional gross lending next year. Its recovery department

has been augmented to maintain good debt quality and for

the monitoring of a growing number of development and

refurbishment loans.

Finally, all processes depend upon the people operating them.

New training programmes and the qualifications they bring were

mentioned earlier. As a result, staff turnover is now at a record low.

It is on the enthusiasm and motivation of our people as much as

the excellence of the current trading and the long-term prospects

for Aspen’s market, that our confidence in its future rests.

Dividends

Successful businesses primarily benefit shareholders, customers

and staff. Whatever the recent enthusiasm for ESG, benefits for

the wider community ultimately depend upon the profitability

of businesses within it. This year we have, with the exception of

senior directors, been able to insulate our staff from increases

in the cost-of-living. Under the circumstances, and confident in

a sustainable return to profit growth, the board proposes a final

dividend of 40p per ordinary Share (2024: 50p). Subject to the

approval of shareholders at our AGM on 18 June, this will be paid

on 25 July to shareholders on the register on 4 July. Total dividends

for the year will then be £1.00 per share (2024: £1.20).

Funding and treasury

A year of consolidation at Advantage and excellent repayments

at Aspen have seen net Group borrowings fall to £192.3m, £32m

less than last year. These compare with Group funding facilities

increased in 2023 to £280m with maturities stretching from May

27 to May 29. This gives good headroom albeit with uncertain

potential liabilities resulting from the impending Supreme Court

decision on commission disclosure.

S&U Plc Annual Report and Accounts 202508

A1 Chairman’s Statement CONTINUED

The facts surrounding the three cases recently considered by the

Supreme Court, and Advantage Finance’s established commissions

process, differ significantly. It is generally accepted that the fixed

fee commission model operated by Advantage avoids consumer

harm. My own common-sensical view therefore predicts that

any customer redress exposure following the Supreme Court

judgement will be minimal. It is already evident that the chronic

instability caused by recent legal interventions has had deleterious

consequences for the whole UK consumer credit and banking

sector, as well as for Advantage. Nevertheless, whatever the

impending judicial decision we will deal with any outcome in our

usual pragmatic, robust and experienced way.

Governance

Faced with the above challenges at both industry and national

level, there has been a natural shift in focus away from some of the

more conceptual aspects of ESG programmes, both here and in the

United States with a growing preference for practical, business-

relevant initiatives.

At S&U, we have has always set high standards of behaviour. These

are summarised in our mission statement and in “our values”

which for decades have driven our customer and community

relationships. Based upon a Christian ethos, they see sustained

commercial success as absolutely dependent upon excellent

customer service, well before Consumer Duty emerged from the

regulator.

These values are crucially important in dealing with the estimated

17m to 18m people in Britain who may not have good enough

credit histories to match those of middle- class consumers, but

who without Advantage’s discretion, would be denied the access to

responsible finance they need. Rigid interpretations of affordability

do not make these customers disappear. As has been seen since

the demise of the home credit market, they merely resort to

unlicensed lenders of an unscrupulous character.

Of course, S&U does engage in a number of charitable and

community activities. This is not to satisfy an ESG agenda, but

because it is the right thing to do. The Keith Coombs Trust which

distributes at least £100k per year generally to charities for children

and young people with physical and mental disabilities, is the

fulcrum of S&U’s charitable activity. Individual staff initiatives

over the past year having included road trips to Africa, golf days in

Birmingham and tree planting in Lincolnshire.

Finally, as outlined in our last trading statement we record the

impending retirement of our Group Finance Director, Chris

Redford and his replacement, initially as CFO, by Chris Freckelton.

Our warm welcome to Chris Freckelton is only exceeded by our

profound thanks and admiration for the role Chris Redford has

played in the development of the Group over the past 25 years.

Whatever the state of the waters through which S&U has sailed,

Chris has provided the essential ballast and sense of direction so

vital for a successful voyage. Personally, I have found his advice

wise, grounded and well-intentioned. He will be missed, and we

wish him a happy and contented retirement.

Current trading and Outlook

Advantage, our resilient and established motor financier has

undoubtedly had a difficult year owing to legal and regulatory

challenges. However, these are now almost all resolved; hence,

we view the future with optimism and recall an old American

business adage: “If you want the rainbow, you gotta put up with

the rain.” As trading recovers with the formal conclusion of the

FCA S166 process, we are confident that the experience, skill and

determination of our people, together with a more supportive

government, a more pragmatic regulator and a common-sensical

Supreme Court, will lead to a rebound in Advantage’s results.

Meanwhile our property lender, Aspen, has produced record profit

and performance and beckons a very bright future. We therefore

anticipate that S&U will be restored to its habitual path of steady

and sustainable growth.

Anthony Coombs

Chairman

14 April 2025

Stock Code: SUS ― www.suplc.co.uk 09

Strategic Report

Overview

The directors are required to publish a Section 172(i) statement

showing how they have fulfilled their duties under the Companies

Act 2006.

How S&U’s directors do this is set out below in our Strategic and

Business Review (A2), our Corporate Social Responsibility Review

(A4), our Chairman’s Statement (A1) and our Governance Section

(B3). The Board has reviewed these documents, how they describe

the company’s decision-making processes and the issues which

most inform S&U’s business strategy. Specific examples of how

the process works have been provided. As a result, the Directors

are confident firstly, that the report fully covers areas of relevant

disclosure such as on Strategy, Employees, Stakeholders, Suppliers,

Customers, Community and Ethics and secondly, that the extent of

these disclosures is consistent with the size and complexity of the

business.

A2.1 Strategic Review

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

shareholders in a sustainable and responsible way. This provides

security for our employees, fairness for our customers, credibility

for our financial and other partners and, ultimately, the ability

to enhance the communities and environment in which we live,

thus meeting our ESG responsibilities. S&U have set up an ESG

committee under my chairmanship to progress these important

matters.

S&U operates in two areas of specialist finance. The first and most

established is Advantage Finance, based in Grimsby and engaged

for the past two decades in the non-prime sector of the motor

finance business. During those 25 years the remarkable success

of Advantage in producing competitive finance products, lent

responsibly and with excellent customer service has been reflected

in an excellent profit record. This long experience has enabled

Advantage to gain a significant understanding of the kind of simple

hire purchase motor finance suitable for customers in lower and

middle-income groups. Although decent, hardworking and well

intentioned, some of these customers may have impaired credit

records, which have seen them in the past unable to access rigid

and inflexible “mainstream” finance products. Advantage provides

transparency, simplicity, clarity and suitability to both service and

product, which these customers require.

As a result, Advantage currently now receives over 2m unique

applications a year and has written over 275,000 customer loans

since starting trading in 1999. The loans have an average original

term of 4.5 years.

Advantage responsibly embraced the new consumer duty last year

and this year have done further work with the regulator to clarify

it and to make it effective in practice. As part of a s166 process,

Advantage have also done significant work on customer relations

and debt quality as part of a review with a regulatory skilled

person focussed on forbearance and affordability. This review ran

alongside similar reviews for many other lenders in our sector and

the conclusion of this review should bring renewed certainty and

focus to our motor finance business.

The success of Advantage, our motor financier, depends as ever

upon three fundamental strengths. First is the enduring reliability

of the UK motor market. Enduring does not mean unchanging,

since finance and leasing association figures show that the used car

consumer finance market fell by 2% in the year to November 2024

but the value of the market for each of the last 5 years has been

over £38 billion. 40% of FLA members expect improved turnover in

2025. Within this market the market for Electric Vehicles continues

to grow more slowly than many commentators predicted which is

likely to mean more gradual growth in the tiny existing proportion

of Advantage customers who can access and afford an electric

vehicle – for these reasons the vast majority of Advantage

customers still elect to purchase on credit a good quality used

petrol, diesel or hybrid vehicle.

Advantage’s second strength is its experienced, sensitive and

sophisticated under-writing. Backed by ever more historical

information; Advantage uses this forensically to analyse the likely

circumstances of actual and potential customers. As part of the

s166 process, this year has seen Advantage engage with the

FCA and its skilled adviser to clarify issues round affordability,

including definitions of essential expenditure and debt priority.

This has involved greater use of open banking and of income and

expenditure surveys although such surveys can on occasions be

difficult due to understandable customer reluctance to reveal every

nook and cranny of their budgets.

Advantage’s third great strength is to recognise that supplying the

right product to reach the customer at the right time is just part

of its service. It also collects its payments responsibly. Advantage

has always regarded its relationship with its customers as a

partnership. This involves understanding the more sensitive and

frequently changing circumstances of those in the non-prime

sector. During 2024, it has been required to demonstrate this to the

FCA, as part of the latter’s work on forbearance and that regulatory

process has now successfully concluded. Although the UK labour

market remains strong, cost of living pressures mean that well

intentioned customers occasionally require knowledgeable

assistance, and forbearance, although, in the customer’s interest

that should be tempered by realism and clear guidance. Our team

at Advantage are well trained and empathetic to the needs of

their customers and whilst 2024 was a more challenging year, the

team are now aiming for renewed greater success in affordable

forbearance arrangements which restore and improve customers’

repayments and credit scores. They underpin our responsibility

under Consumer Duty and are integral to Advantage’s commercial

success.

Whilst lending is on a fully secured basis, debt quality at Aspen,

our property bridging lender also relies on the experience and

reliability of the borrower as much as on the value of the property

being financed. Given the current housing shortage and the

probable inability of the Government’s new build targets to

alleviate it, opportunities in refurbishment and new build for the

SME builders whom Aspen serves, are enormous.

Aspen values its security properties conservatively and keeps

gross Loan to Values to an average 70% and the business now only

considers experienced borrowers from the top three quality bands.

Such caution is justified. However, demand from good borrowers

remains high and hence after very good growth in 2024, Aspen

plans an accelerated rate of growth this year.

“Mainstream” banks, including the newer “challengers”, continue

to lack the speed, flexibility and appetite to furnish the smaller,

short-term loans in which Aspen specialises. Recent consolidation

S&U Plc Annual Report and Accounts 202510

A2 Strategic Report

and instability in the challenger banking sector are evidence of this

and again shows that, technology, speed and a quality bespoke

service – as well as price – are what give smaller entrants like

Aspen their competitive edge.

An over-arching factor in the success of our business over 86

years and through three family generations of management is our

business philosophy. The identity of interest between management

and shareholders, and consequent family ethos, has fused our

ambition for growth with a conservative approach to both credit

quality and funding.

A2.2 Business Review

Operating Results

Year ended

31 January

2025

£m

Year ended

31 January

2024

£m

Revenue 115.6 115.4

Cost of Sales – Impairment (35.6) (24.2)

Cost of Sales – Other (16.4) (22.8)

Gross Profit 63.6 68.4

Administrative Expenses (18.8) (19.8)

Operating Profit 44.8 48.6

Finance Costs (18.1) (15.0)

Profit before Taxation before

exceptional item 26.7 33.6

Exceptional item (2.7) –

Profit before Taxation 24.0 33.6

Taxation (note 12 in the accounts) (6.1) (8.2)

Profit after Taxation 17.9 25.4

Please note the businesses use financial and other key

performance indicators such as new deal volumes and other

alternative performance measures set out in A2.1 and A2.2 within

this Strategic Report – definitions for the alternative performance

measures are given in note 1.14 to the financial statements.

Please also note that government increased the headline rate of

corporation tax from 19% to 25% in April 2023.

Advantage Motor Finance

• PBT £16.5m (2024: £28.8m)

• New transactions 12,703 (2024: 21,565) at £8,609 average

advance (2024: £8,158)

• Revenue decreased by 7% to £91.8m (2024: £98.2m)

• Impairment at £33.2m (2024: £23.3m) reflecting an increase in

customer arrears this year

• Administrative expenses decreased by 7% reflecting continued

staff cost-of-living wage increases more than offset by lower

variable remuneration rewards

• Net receivables at yearend decreased by 15% to £283.6m

(2024: £332.6m) mainly reflecting lower advances this year

• ROCE at 9.0% (2024: 12.7%) (note 1.14)

Advantage had a year of consolidation in the year ending 31

January 2025 with a voluntary regulatory restriction and a cautious

approach to new regulatory interpretations leading to lower levels

of customer repayment and lower lending volumes, which in turn

led to higher impairment provisions and lower net receivables and

revenue. Within the lower volumes written in H2 there has been a

slightly higher proportion of higher quality lower margin new loan

transactions. Higher funding costs and less overhead and cost of

sales efficiency also affected profitability this year although interest

rates on our variable rate funding agreements are now starting to

fall and overhead and cost of sales efficiency should also improve

Stock Code: SUS ― www.suplc.co.uk 11

Strategic Report

as volumes start to increase. During the year and after discussions

with the regulator and skilled person, Advantage identified some

customers who were adversely affected by its historic forbearance

practices and have provided for total remediation and support

costs of £2.7m as an exceptional item in this year’s accounts. The

voluntary regulatory restriction was lifted in October 2024 and

the regulatory S166 engagement completed in April 2025. We

therefore anticipate that the understandable loss of some business

focus during a challenging year will gradually be regained, of which

there are early signs of such gradual improvement at the start of

the new financial year. I pay tribute to the directors and staff at

Advantage who have risen to the various significant challenges

during 2024 and who have helped position the business for an

improved performance in the new financial year.

Aspen Property Bridging Finance

• Record PBT at £7.2m (2024: £4.8m) at highest ever ROCE of

11.5% (2025: 10.5%)

• 191 new transactions (2024: 164) at £940k average gross

advance (2024: £881k) and stable LTVs

• Record revenue up 38% to £23.8m (2024: £17.3m)

• Net receivables at yearend up to £152.2m (2024: £130.4m).

• Book quality good with a record 178 loans repaid or recovered

this year (2024: 142)

Aspen achieved an excellent financial performance in a subdued

housing market during the year ended 31 January 2025, driven by

improved volumes, slightly improved interest margins and good

repayment quality. The values of cost of sales and overheads

also grew but were sensibly controlled relative to advances

and to revenue, thus producing a gain in operational efficiency.

The business enters the new financial year with 17% higher net

receivables than a year ago and Aspen continue to successfully

develop their introducer network, products and staff qualifications

and experience. Therefore, prospects for further Aspen growth in

the growing property bridging market are very good.

A2.3 Funding and Balance Sheet Review

S&U has a strong balance sheet and despite a year of consolidation

for the Advantage motor finance receivables book this year, S&U

net assets grew to £238.1m at 31 January 2025 (2024: £234.2m).

Gearing decreased from 95.8% to 80.8% which is low for a financial

services group. S&U net group borrowings are £192m within

S&U’s £280m facilities which gives good headroom currently albeit

with uncertain potential liabilities resulting from the impending

Supreme Court decision on commission disclosure.

A2.4 Principal Risks and Uncertainties

There have been no material changes in the principal risks and

uncertainties in the last year, with the exception of the impending

UK supreme court case hearing on motor finance commission

disclosure referred to in A2 4.3 below and in note 28.

A2.4.1 Consumer and Economic risks

The Group is involved in the provision of consumer credit and it is

considered that the key material risk to which the Group is exposed

is the credit risk inherent in amounts receivable from customers.

This risk is principally controlled through our credit control policies

supported by ongoing reviews for impairment. The value of

amounts receivable from customers may also be subject to the risk

of a severe downturn in the UK economy which might affect the

ability of customers to repay.

S&U Plc Annual Report and Accounts 202512

A2 Strategic Report CONTINUED

The economy is currently more stable as previous volatility in

interest rates and inflation including vehicle and house prices and

wage inflation has significantly calmed in the last 12 months. Less

pressure on customers’ cost of living should help improve our

motor finance delinquency and stable house prices are conducive

to good repayment quality in our property bridging business.

However, wars in Ukraine and the middle east and prospects for

a USA initiated tariff and trade war still leave some uncertainty

around economic prospects globally and in the UK and may lead

to more motor finance repayment and property bridging finance

delinquency. However, both of our businesses operate solely in

the UK and Advantage and Aspen have historically been resilient

through adverse macro-economic conditions. We therefore

currently believe these risks are limited.

The Group is particularly exposed to the non-prime motor sector

and within that to the market risk of the values of used vehicles

which are used as security. This risk is controlled through our credit

control policies including loan to value limits for the security and

through ongoing monitoring and evaluation. Loan to values are

also controlled within our property bridging business although

historically impairment rates in that market are low, mainly

because loan to value calculations are conservative, interest is

mainly retained upfront and loan periods average around one year.

A2.4.2 Funding and Liquidity Risk

Funding and Liquidity risk relates to the availability of sufficient

borrowing facilities for the Group to meet its liabilities as they fall

due. This risk is managed by ensuring that the Group has a variety

of funding sources and by managing the maturity of borrowing

facilities such that sufficient funding is available for the medium

term. Compliance with banking covenants is monitored closely so

that facilities remain available at all times. The Group is aware that

the ongoing UK Supreme Court case for commission disclosure

may affect motor finance appetite of some funders and the

potential for new or extended facilities. The current relatively low

level of group gearing at 80.8% and the shorter-term nature of

our property bridging business mean maturities of trading assets

and liabilities can still be appropriately managed going forward

in particular once the UK Supreme Court decision is known. The

Group’s activities expose it to the financial risks of changes in

interest rates and where appropriate the Group uses interest rate

derivative contracts to hedge these exposures in bank borrowings.

The Group has no such interest rate derivative contracts currently.

A2.4.3 Legal, Regulatory and Conduct Risk

The Group is subject to legislation including consumer credit

legislation which contains very detailed and highly technical

requirements. To fulfil its responsibilities in this area, the Group

has procedures in place and employs dedicated compliance

resource and specialist legal advisers to ensure compliance with

this legislation. Advantage directors are prominent members of

the Finance and Leasing Association’s committees and, through

them, regularly liaise with the FCA. Advantage also engages in

regular “face to face” liaisons with the FCA and the relationship is

excellent.

Regulatory Risk at Advantage is addressed by a strong compliance

function and by the constant review and monitoring of Advantage’s

internal controls and processes, overseen by RSM, S&U’s internal

auditors. This process is buttressed by specific advice from Trade

and other organisations, by RSM and by Shoosmiths, Advantage’s

specialist lawyers.

Keith Charlton is Chief Risk Officer of Advantage and plays a key

role in managing and mitigating legal, regulatory and conduct

risk within Advantage. Keith has over 30 years of motor finance

experience and his colleague Alan Tuplin who is the Chief Credit

Risk Officer has over 20 years of experience in non-prime motor

finance. Both have had significant involvement with the work of

our trade body the finance and leasing association.

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Strategic Report

This year has seen a further upsurge in regulatory activity by

the FCA with continuing inquiries into Advantage as well as, we

understand, into the majority of firms in the specialist motor

lending industry. One inquiry is into the linking of interest rates

charged to customers to the level of commission paid by lender

to broker introducers. However, Advantage has never engaged in

this practice which would cut across its long-standing model of

matching rate to risk. Another FCA inquiry focusing on affordability,

forbearance and vulnerable customers and borrowers in financial

difficulty has been initiated by the FCA across the industry to

ease the perceived burden of a prolonged period of cost-of-living

increases. This FCA engagement has increased Advantage’s costs

this year including remediation provided for customers who

Advantage identified as having been adversely affected by historic

forbearance practices. The engagement which has concluded

in April 2025 and voluntary regulatory restrictions which are

now lifted inhibited both the range of products we offer our

customers, and our ability to sensibly help them maintain their

loan repayments - thus bolstering their future credit rating. This

year has also seen an increase in the number of complaints to

Advantage reaching the Financial Ombudsman Service at 1,144

versus 732 last year, with most of the increase relating to the

activities of claims firms and claims lawyers targeting Advantage

with meritless commission and affordability themed complaints.

These have caused both a strain on the business as well as an

unnecessary additional cost for each case. The proportion of these

complaints which are upheld continues to be very low and one of

the best in the industry at a rate of only 15%. However, they still

take valuable resources to deal with and we welcome the now

confirmed moves to bring in a fee for claims firms in April 2025.

These should make Claims Management Companies at least think

about the merits of the claims they are making.

Given Advantage’s compliance record and the detailed operations

above it is to be hoped that, in turn, the FCA will ensure an

absolute clarity and identity of interpretation between itself and

other regulators, particularly the Financial Ombudsman Service.

Fair and effective regulation does require co-ordination and

consistency.

Advantage and the wider motor finance and consumer finance

sector are also potentially impacted by the impending UK supreme

court ruling on commission disclosure which we refer to in more

detail in note 28. Advantage’s commission disclosures have

historically complied with regulation and were adjusted in October

to meet the expanded requirements following the Court of Appeal

ruling currently being appealed to the Uk Supreme Court. The UK

Supreme Court ruling arising from the appeal hearing in April is

unknown and uncertain. If there was an adverse ruling it is also not

practicable to reliably estimate for Advantage and the Group the

financial effect of any redress payout given the uncertainties over

the amount, timing and success of any claims.

Aspen Bridging operates in the unregulated bridging sector aimed

at professional borrowers. It nevertheless operates high lending

and operational standards and procedures, which are also subject

to review under our internal audit program. As required for

companies in this sector, it has also registered with FCA for Anti

Money Laundering purposes.

The Group is also exposed to conduct risk in that it could fail to

deliver fair outcomes to its customers which in turn could impact

the reputation and financial performance of the Group. The

Group principally manages this risk through Group staff training

and motivation (Advantage is an Investor in People) and through

detailed monthly monitoring of customer outcomes for compliance

and treating customers fairly.

The Group is very proud of its excellent underwriting and fraud

deterrence processes which it continues to develop. Advantage’s

underwriting capability, already state of the art in the motor

finance industry, has been further refined during the year

to give an even more comprehensive overview of customer

circumstances, affordability and their income and expenditure.

A2.4.4 Operational Risk

The Group is also exposed to operational risk including the risk

of not maintaining effective internal systems, organisation and

staffing. Increased use of technology and excellent application by

our staff has helped the management of this systems risk and the

Company has Cybersecurity measures in place which are regularly

tested. As part of Advantage’s IT governance framework, a real

time monitoring suite for quality assurance is being evolved. This

will both provide absolute assurance in line with IT’s second line

risk enterprise and offer still greater regulatory transparency.

A2.4.5 Risk Management

Under Provision 28 of the 2018 UK Corporate Governance Code,

the Board is expected to establish procedures to manage risk,

identify the principal risks the Company takes in order to achieve

its strategic objectives and to oversee an effective internal control

framework. In addition, the FRC now expects Boards to assess

emerging risks to the company’s strategy.

Although compliance with the Code is the responsibility of the

Board as a whole, risk in particular is independently assessed by

members of the Audit Committee. They receive regular reports,

both from the management of Advantage Finance and Aspen

Bridging and from S&U’s external and internal auditors. These

concern the effectiveness of the risk management and internal

control systems, which during the year were determined by the

Audit Committee to be operating effectively.

As outlined above, the Audit Committee oversees the work of

RSM, S&U’s Internal Auditors. The Committee meets regularly to

receive specific reports on RSM’s work. All Senior Management

Regime designations include those S&U Board executive directors

who also serve on the Advantage board. Expert challenge and

oversight is also provided by our independent non -executive

director Graham Pedersen who is a former regulator himself and

by Advantage’s former Chief Executive and main Board member,

Graham Wheeler, who is often sought for advice on regulatory

matters by legislators and by the trade body the Finance and

Leasing Association.

S&U Plc Annual Report and Accounts 202514

A2 Strategic Report CONTINUED

The Group’s business activities together with the factors likely

to affect its future development, performance and position

are set out above. The financial position of the Group, its

cash flows, liquidity position, borrowing facilities, legal and

regulatory risk position are set out in the financial statements

and Strategic Report.

Statement of Viability

In assessing the viability of the Group as required by the UK

Corporate Governance Code, the directors considered funding,

business planning, financial forecasting and risk evaluation cycles

and concluded that a three-year period was appropriate for

viability assessment. The three-year period is consistent with the

Group planning horizons.

The directors therefore considered the three-year period

commencing 1 February 2025 and assessed the prospects of the

company considering:

• the Group’s current position as set out in these financial

statements;

• the principal risks facing the Group as set out in A2.4;

• information regarding the current prospects of the Group; and

• current information regarding the economy and the markets

the Group is involved in.

The directors then considered the same three-year period

commencing 1 February 2025 to consider as required if they had a

reasonable expectation that the Group will be able to continue in

operation and meet its liabilities as they fall due over the three-

year period taking into account:

• the impacts of different macroeconomic scenarios and

whether any severe shock could threaten the Group’s future

performance, solvency or liquidity;

• funding and financial forecasts for this period and the

underlying assumptions by considering the potential impact of

the principal risks facing the Group, as set out in A2.4 including

potential impact arising from the UK Supreme Court hearing

on vehicle finance commission disclosure;

• analysis of key sensitivities which could affect profitability

during the viability period; Assumptions made are clearly

stated and additional scenarios are modelled to demonstrate

the potential impact of risks and uncertainties on profitability

and funding; and

• information regarding mitigating actions which can be taken.

Having considered all relevant information, the directors confirm

that they have robustly assessed the principal risks facing S&U plc.

From this assessment, the directors have a reasonable expectation

that the Group will be able to continue in operation and meet its

liabilities as they fall due over the three-year period commencing 1

February 2025.

Statement of Going Concern

In assessing the appropriateness of the going concern assumption,

the directors are mindful of the need to effectively manage the

Group’s risks and internal controls. Details of the Group’s financial

risk management objectives, its financial instruments, and its

exposures to credit risk, market risk, liquidity risk and economic

risk are set out in the notes to the financial statements and in the

principal risks and uncertainties noted in A2.4 above. The Group’s

objectives, policies and processes for managing its capital are

described in the notes to the financial statements.

In considering all of the above the directors believe that the Group

is well placed and has sufficient financial resources to manage its

business risks successfully despite the current uncertain economic

outlook.

After making enquiries, the directors have a reasonable

expectation that the Group has adequate resources to continue

in operational existence for the foreseeable future. Accordingly,

they continue to adopt the going concern basis in preparing the

Annual Report and Accounts of at least 12 months from the date of

approval of the financial statements.

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Strategic Report

A3 Statement of Viability and Going Concern

Mr H is a homeowner currently living in Cumbria. He has

been employed at the same company for 22 years, where

he works as a Nuclear Surveyor. He currently takes home

£3,913 per month.

Mr H, an existing “A” paid customer of Advantage, had

made his application for finance direct to Advantage. We

carried out creditworthiness and affordability assessments

and were able to grant Mr H an approval for a maximum

lend of £20,000.

During the course of the application, Mr H considered

several vehicles from different suppliers and settled on

a 7-year-old Land Rover Evoque with a purchase price of

£13,750.08 with zero deposit, under the condition that

he settle off his existing Advantage agreement, which was

included in the advance.

The monthly instalments of £366.36 were payable over

60 months. Once the terms had been agreed, Advantage

were able to progress the transaction very quickly using the

electronic signature system which meant that Mr H could

complete all the relevant documentation and purchase the

vehicle without any delay. Mr H expressed his satisfaction

with our service by leaving the following comments on an

online review platform. He awarded us 5 stars:

Refinance. Easy process having an

existing agreement I was able to

get a new car and also able to carry

over my existing agreement. Bang

on. Thanks.”

Mr H

Case Study

S&U Plc Annual Report and Accounts 202516

Our Customers

Mr F is currently living in Wiltshire. He is employed as an HGV

Driver and takes £2,650.75 each month.

Mr F was an existing customer for Advantage, with three

previous agreements, when he made the application to

purchase a Nissan Navarra. Mr F wanted to part exchange his

previous vehicle which he had financed with Advantage in

November 2023. As an existing “A” paid customer we were

able to quickly establish his creditworthiness and affordability

which resulted in a same-day approval for the finance to

be provided. The customer part exchanged his existing

vehicle and settled the finance, allowing him to purchase the

replacement vehicle. As usual, the assessment included a

full appraisal of the customer’s existing credit and a separate

affordability assessment which confirmed the new loan was

affordable.

Mr F was happy with the help we provided allowing him

to upgrade his vehicle and took the time to review his

purchasing experience providing a 5-star review on Trust

Pilot, leaving the following comment:

Refinancing. This is my fourth

vehicle through Advantage. I’ve

always had excellent customer

service though the last vehicle was

a bit problematic getting through

procedures, but we eventually

got there thanks to the staff going

above and beyond their job to get

me through but otherwise always

excellent service.”

Mr F

Case Study

Strategic Report

Stock Code: SUS ― www.suplc.co.uk 17

Our Customers

Miss K is a homeowner currently living in Stoke-On-Trent,

where she is working as a Nurse Manager, with a confirmed

income of £3,308.91 per month.

Miss K had an existing well paid Hire Purchase Agreement

with us when the vehicle was involved in a collision and

written off. Miss K made an internet application to us directly

to purchase her replacement vehicle. The application was

passed to our internal sales department to be processed

through our systems and a credit limit agreed. We carried out

a creditworthiness assessment and an affordability check,

considering Miss K’s verified income, profiling credit and

outgoings along with ONS data to confirm the affordability.

Miss K chose a 5-year-old Peugeot 2008 Allure at a purchase

price of £11,203.93, with zero deposit, leaving the full sum to

be financed by the agreement.

Miss K was already an “A” paid customer of Advantage,

however a full check of her credit file and an affordability

assessment was carried out to ensure this agreement was

affordable for her. Her utilities and insurance were all paid up

to date and her mortgage was showing as running 2 months

in arrears, following an arrangement since December 2023.

No CCJ’s or defaults were evident. Miss K was on the Voters

roll since 2006 to current.

The instalments of £278.52 are payable over 60 months.

Once the terms had been agreed, Advantage were able

to progress the transaction using the electronic signature

system. Additional evidence was required to go ahead

with the loan, and we confirmed her salary through a

recent payslip.

Miss K was very grateful that we were able to arrange

the finance so quickly following her insurance claim, she

took the time to express her satisfaction with our service

by leaving comments on an online review platform. She

awarded us the full 5 stars and thanked the salesperson

who helped her through the process:

Thank you to Jemma for all her

help following my accident and

organising my refinance so quickly

and smoothly. Really appreciated.

Responded quickly on email and

dealt with my case professionally.”

Miss K

Case Study

S&U Plc Annual Report and Accounts 202518

Our Customers

£1.15m gross loan at 70% LTV - 10

months stepped rate – 17 days

completion

Aspen stepped in to refinance 35 units within a 41-unit

block in Manchester, allowing the borrower to refinance

and reduce the charges from their previous lender and

provide some valuable additional time to sell some units. The

borrower, originally from Hong Kong and now a UK-based

property investor with a growing North West portfolio, had

carried out extensive internal refurbishments across all units

during the term of the previous facility. Our funding provided

the breathing space needed to refinance onto a long-term

BTL mortgage while selectively selling some units to reduce

the loan leverage. Confident in the property’s strong double-

digit yield and refinance potential, Aspen utilised our Desk-

top Valuation product to provide a £1.15m gross loan at 70%

LTV. The deal, structured over 10 months on a Stepped Rate,

was completed in just 17 days.

This process was quick and

efficient, and we dealt with Aspen

Bridging directly. My interactions

with Wasif and Amir made for such

a positive process as they were

so helpful with getting everything

completed by the deadline so that

no additional fees were incurred.

Would definitely work with Aspen

Bridging again and recommend to

others who are looking for a bridge

loan or other short-term finance.”

Mr. Q – Borrower

Case Study

Strategic Report

Stock Code: SUS ― www.suplc.co.uk 19

Our Customers

£240,000 gross loan at 75% LTV – 10

months stepped rate

A first-time bridging borrower, although with plenty of

property renovation experience, turned to Aspen having

heard of our seamless process through an industry

publication. An electrician by trade, he runs a team of

six tradespeople and personally oversees all projects. His

latest venture with Aspen’s support – a three-bed house

in Streatham – whilst habitable, was in need of cosmetic

upgrades to maximise the value of the property. Aspen

provided a £240,000 gross loan at 75% LTV, structured over

10 months on our Stepped Rate product at an initial 0.55%

followed by the secondary rate of 1.29%, with the exit of the

loan via a BTL mortgage.

Aspen Bridging is a great company

to work with. The underwriters are

very knowledgeable on lending

criteria and help guide me to

achieve the required results for

complex cases. Great team who

provided great support and regular

updates which helped to manage

the borrower’s expectations.

I would definitely submit more

cases there.”

Mr. R – Broker

Case Study

S&U Plc Annual Report and Accounts 202520

£350,000 gross loan at 70% LTV – 10

months – 0.94% pcm

Aspen provided a bridging loan to support a borrower

who had initially acquired a tired bungalow using other

forms of finance. With planning permission now secured,

the borrower was ready to proceed with a refurbishment,

intending to retain the property as a BTL investment.

Aspen’s solution allowed them to exit their existing finance

and progress with the property works. Aspen provided a

£350,000 gross loan at 70% LTV over a 10-month term at

0.94% pcm

Nice company to deal with and

very helpful in getting things over

the line when going between

solicitors.”

Mr. B – Borrower

Case Study

Our Customers

Strategic Report

Stock Code: SUS ― www.suplc.co.uk 21

I have been with this company

for…

I have been with this company for almost

6 years and have never been disappointed.

They have put their trust in me over 2 car

finances and have always had great service.

The advisor today, Jenny, was very helpful

and understanding. Advantage will always

be my first choice for car finance. Thank you

for everything.

Date of experience:

December 2024

Fair and helpful

Maria from Advantage Finance went

above and beyond to assist me. From the

moment I reached out, she was professional,

empathetic, and highly proactive in resolving

my concerns. Her level of support exceeded

all my expectations. She took the time to

thoroughly understand the situation, kept

me informed every step of the way, and

ensured that the matter was handled swiftly

and efficiently. Maria’s dedication and

commitment to excellent customer service

truly stood out, and I cannot thank her enough

for making a stressful situation so much easier

to manage. She is a credit to the Advantage

Finance team, and I highly recommend her

to anyone in need of assistance. Thank you,

Maria, for your outstanding help!

Date of experience:

December 2024

My agent was awesome

My agent was awesome, she was friendly

assuring and what has been a very stress full

time, it was great to speak to someone who

had empathy and listened not judged. She

made helpful recommendations, and all the

time put my needs first. She alone would be

a reason for me to use Advantage Finance,

however all the staff seem to be the same

- empathetic, helpful, knowledgeable and

informative excellent in a summary.

Date of experience:

August 2024

S&U Plc Annual Report and Accounts 202522

Our Customers

ONLINE TESTIMONIALS

A4.1 Employees

Time of change and contrasting fortune often bring out the best

in people and the magnificent way our staff throughout the

Group have adapted to the challenges of the past year, reflect the

loyalty and “family ethos” at S&U of which we have always been

proud. Those colleagues who feel in need of further support and

counselling are able to access mental health services.

We ensure that all staff receive appropriate initial training and

regular re-training in the field and in areas of specialism. We

encourage employees to gain professional qualifications where

appropriate. Aspen continues to support all of their staff with

significant training and investment for all employees and also with

external qualifications at all levels. For instance, at Aspen this year

we are supporting a number of members of staff to complete

professional qualifications including a Masters in Real Estate, Level

3 Certified Practitioner in Specialist Property Finance (CPSP), RICS

Commercial Valuation Methodology, RICS Residential Valuation

Methodology, RICS Development, MRICS Property Valuation and

Pluralsite.

As part of employee engagement, Aspen staff created a football

team in 2024 called ‘Aspen Villa’ supporting a local Solihull based

league. It is fair to say that their first season perhaps did not see

them end at the right end of the table but morale is high coming

into 2025 with new staff joining the team and we will continue

to promote our professionalism and team spirit within the local

community!

At Advantage in addition to regular external management and

specialist training, significant use is made of the Government’s

apprenticeship schemes. During the last business year, 5

employees completed a formal Apprenticeship, they range

from a level 2 Apprenticeship in Customer Service to a level 5

qualification in Operations Management. We currently have

one level 3 apprenticeship which is ongoing, with plans to add

to this throughout the year for our existing employees and new

recruitment.

We also supported staff to complete a number of professional

qualifications during the year including AAT Level 3, APM Project

Management, CiLex Legal Executive Foundation. Ongoing

professional qualifications include CIPD in HR Practice Level 3 & 5,

AAT Level 4 and CiLex Legal Executive Advanced.

During the last year the business also supported a Senior

Management Development Programme for eight of our key

managers in order to upskill and develop their management skills

for the future of the business.

Our average length of service at Advantage is 8 years, with 25% of

staff having over 10 years’ service.

In order to better support our staff’s work life balance, over 30

requests for flexible working were submitted by staff and the vast

majority of these were approved as requested. These include

changes to working location, such as hybrid working, or a change

to the number of hours worked, or their working pattern.

The FCA Regulatory regime is now centred on our duty to the

Customer. All employees within the Group are required to

demonstrate appropriate knowledge, skills and competence

particularly in customer facing roles. During the year Advantage

implemented a Training & Competence Framework, which sets

out how employees are trained and measured within their roles,

and monthly reviews take place to assess competency for all staff

within these departments. Over 1400 individual training courses

were completed by staff over the year, these include internally

developed training and a wide range of externally provided

through FLA, FCA, MBL Seminars, ACAS, .Net and SAF for example.

Many more hours of Continued Professional Development were

recorded by our employees which demonstrates their commitment

to keeping their skills and knowledge up to date and relevant.

Monthly competence reviews highlight areas of training needs

and development for all employees. Advantage Finance is also an

accredited Silver Investor in People, and in 2024 was also awarded

with a Standard accreditation for Investors in Wellbeing.

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Strategic Report

A4 Corporate Social Responsibility

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

applications for employment by disabled persons, having regard

to the nature of their employment. Suitable opportunities and

training are offered to disabled persons in order to provide their

career development. It goes without saying that a Group based

on a family ethos has no truck with discrimination of any kind –

except of course on the basis of performance. Further equality

and diversity information is contained in the corporate governance

report on page 48. People prosper and are promoted within S&U

purely on merit. As required by legislation, we confirm that as an

organisation, we respect and recognise human rights in all aspects

of our business.

Formal reviews of performance take place annually and all

operations are reviewed on a monthly basis. We encourage staff to

make suggestions for constructive change within the Group.

A4.2 Community

Our success at S&U depends upon our understanding the

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

well established policies for any who may wish to complain,

routed to our Dispute Resolution Department in Grimsby or to

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

of customer satisfaction. Currently our FEEFO ratings were 4.9

out of 5 and Trustpilot ratings were 4.8 out of 5. In year to 31

January 2025, 391 out of 464 (84%) complaints were decided by

the Financial Ombudsman Service in Advantage’s favour (year

to 31 January 2024: 357 out of 424 or 83%) and these levels of

favourable complaint adjudications for Advantage represent the

highest level versus peers in the non-prime motor finance sector.

S&U supports its wider community through charitable giving and

activities relating to fundraising. Whilst staff are regularly involved

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

activities through The Keith Coombs Trust which this year

celebrates its 13th anniversary. The Trust which Anthony Coombs

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

gives to charities helping children with disabilities. Amongst other

causes, last year the Company supported The National Institute for

Conductive Education, which deals with adults and children with

cerebral palsy, strokes and head injuries. It is also working with

Handicapped Children’s Action Group to provide equipment for

disabled children as well as Glass door, the homelessness charity.

The Trust also supports the Marie Curie Hospice, which is close

to its Solihull HQ, by sponsoring the Hospice’s costs for the 10th

January every year – Keith Coombs birthday. During the past year

the KC Trust donated £60,000 to these charities. In total, the past

13 years will have seen donations of over £1m to charity.

As an independent charity, The Keith Coombs Trust also makes

financial contributions to the arts and in supporting the Christian

faith, including initiatives such as Dancetrack at the Birmingham

Royal Ballet that encourages young children with disabilities. The

trust also continues to support the Emily Jordan Foundation in its

work with people with learning disabilities, giving them a chance

of rewarding work. It also supports charities abroad for Albino

people being prosecuted in Malawi and a volunteer from Aspen

travelled to Gambia with an Emergency Services Aid Charity to

deliver emergency services vehicles, equipment and training.

The Aspen team pulled together a team of 8 to partake in a ‘Wolf

run’ endurance obstacle race and raised significant funds for the

National Institute for Conductive Education, a charity locally based

in Birmingham.

The trust also supports the Premier Christian organisation.

Advantage continued supporting their local charities by continuing

to be a Corporate Partner of Women’s Aid. Many items were

donated to their Christmas Collection drive and Advantage staff

also attended a fund-raising quiz night hosted by them. During the

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

The Children, Humberston Hydrotherapy Pool and St Andrews

Hospice.

A4.3 Health and Safety and Diversity

Policy

Although we recognise that diversity reporting is often based

around a statistical analysis of our staff’s racial origin, given our

above long-standing policies, we consider that this can too often

itself be divisive and potentially discriminatory. By recruiting

the best people for the job, both enhance their self-esteem,

irrespective of their background, racial or socio economic, and at

the same time create an esprit de corps.

S&U takes its responsibilities towards the health, safety and good

working environment of its employees very seriously. However,

in the finance field it is not engaged in the kind of processes

which compromise health and safety for either our staff or our

visitors. Policy and processes are in place which uphold the highest

standards of providing a healthy and safe workplace. It seeks to

provide a congenial and productive working environment and in

recent years we have expanded our facilities for Advantage and

Aspen. Facilities will continue to be reviewed to improve and

maximise space, ensure safety and provide better break out areas.

It therefore goes without saying that in a Company where

family values are so prized, and where staff turnover is so low,

that workers are always treated fairly without any form of

discrimination. Recruitment and promotion decisions, whilst

reflecting the social and racial makeup of the areas in which we

operate, are always based on ability and aptitude, not according to

any racial or gender stereotypes.

A4.4 Climate Change

Like any group of people who cherish our environment both for

our own sakes and for those of succeeding generations, S&U

supports the Government’s Green Finance Strategy and is taking

measures to reduce our carbon footprint and minimise and

then eliminate carbon emissions so far as we are able directly to

control them.

This means that, particularly so far as Advantage Finance, our

motor business and Head Office in Solihull are concerned, we need

to monitor and reduce those areas of emissions which we can

most directly control in order to achieve net zero status by 2030.

Both for commercial and climate change reasons, the Board

monitors the type, age and stated emissions of the vehicles

Advantage finances. Currently just under half of customers opt

for diesel vehicles, whilst the proportion of fully electric vehicles,

principally on the grounds of their significant cost, is at present

very small. These proportions will change over the next twenty

years as the market changes.

Our ability to influence our customers environmental decisions

at Aspen Bridging is equally constrained. Nevertheless, statutory

requirements to publish Energy Performance Certificates for

S&U Plc Annual Report and Accounts 202524

A4 Corporate Social Responsibility CONTINUED

residential properties to let, as well as building regulation

requirements for substantial refurbishments, will increasingly

reflect our customers environmental responsibilities.

The Board also monitor the energy usage in our office buildings

and have taken action to reduce this via the installation of solar

panels in our Grimsby office.

The Company is pleased to present its third climate change report

under the framework provided by the Task Force on Climate

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

was disbanded and their work has been incorporated into the

new standards IFRS S1 and IFRS S2 issued by the International

Sustainability Standards Board, standards which we understand are

planned to first become mandatorily effective for UK companies

for accounting periods starting after 1 January 2026.

A4.4a Governance

An ESG and climate change committee chaired by the Chairman

Anthony Coombs and consisting of senior executives and the

senior non-executive director meets on a regular basis to review

the identification, assessment and management of climate change

risks within the Group. The Committee reports to the Board of

directors of S&U plc which has overall oversight of the Group’s

work on climate change and this is now a regular Board agenda

item and the Board consider climate when setting budgets,

forming capex plans and setting strategy.

A4.4b Strategy

The Group will continue to identify opportunities to manage its

scope 1, scope 2 and scope 3 business travel emissions and will

continue to seek to directly reduce its contribution in these areas

to climate change.

In addition, in order to off-set those scope 1, scope 2 and scope 3

(business travel emissions and emissions sources), which we are

not at present able to reduce to zero, S&U plc group have for the

years 1.2.22 to 31.1.23, 1.2.23 to 31.1.24 and 1.2.24 to 31.1.25

engaged Carbon Neutral Britain to measure, calculate and offset

the organisation’s carbon footprint. Our group emissions for the

year ended 31.1.25 in scope, 1, scope 2 and scope 3 (business

travel emissions and emissions sources) are 130t CO

e as shown in

the table in A4.4d below. These emissions have been offset with

Carbon Neutral Britain via their Woodland fund which supports

Climate Fund, Reforestation, Deforestation Prevention and

Woodland Management Projects, with a strong focus on having a

positive impact on the local wildlife, ecology and biodiversity.

The Group has also made progress in identifying opportunities

to manage other indirect scope 3 emissions associated with the

loan assets we finance for our customers. In our motor finance

business, the average CO

emissions of the cars and vans we

financed reduced from 126.3 CO

g/km last year to 126.1 CO

km this year and by working with customers and other companies

in our supply chain we are looking to accelerate this reduction. We

are also evaluating the likely future year reporting requirements

of IFRS S1 and S2 and the challenges involved for companies

trying to sensibly measure, monitor and manage indirect scope 3

requirements within the value chain. The ISSB has sensibly allowed

some scope 3 reporting transition relief in this respect.

In order to assess the resilience of the Group’s strategy, we have

identified 2 climate scenarios being:

1. the global temperature increase is kept to below 2 degrees, or

2. climate change mitigation is slower and the global temperature

increases by 2 to 4 degrees.

The Group has considered the risks relevant to each of these

climate scenarios over the short, medium and long term, being

the next year, the next 3 years and the next 5 years and beyond

respectively.

Scenario 1

The risks the Group has identified under this climate scenario are

mainly indirect over the long term, where stricter regulations and

taxes to help keep global temperatures lower are applied in the UK

and affect the used vehicle and property finance products which

can be supplied to our customers and/or our customers’ affordable

use and enjoyment of those products. The UK Government is

committed to banning the sale of new diesel and petrol cars from

2030 with an opt out for some plug-in hybrids and we will continue

to monitor this commitment and associated developments ahead

of this date alongside the availability and affordability of used

electric vehicles, in order to refine our strategy in a sustainable way

for our customers.

Scenario 2

The risks the Group has identified under this climate scenario

include the indirect risks over the long term mentioned for

Scenario 1 as the UK makes change but global temperatures still

rise further. Scenario 2 also includes more medium- and long-term

direct risks too such as the increased flood and weather risk to

our office buildings and to properties financed – these risks are

mitigated by insurance and wider operational risk is mitigated by

the business continuity plans we have in place.

The Group has assessed its strategy as resilient for the likely risk

events arising under these two scenarios, with a minimal expected

impact on the business.

A4.4c Risk Management

The Group identifies climate change risks through the ESG

committee and the wider executive teams including the risk

management teams of both our operating businesses, Advantage

Finance Limited and Aspen Bridging Limited. Our biggest business

Advantage Finance reports to the ESG committee through

its experienced Chief Sustainability Officer, John Downing.

Underwriting policies and procedures consider climate risk

factors particularly in our property bridging business where

consideration is taken of the potential for flood and subsidence

with a requirement for appropriate insurance. Climate risk is an

emerging risk but it is not currently considered a significant risk for

the Group.

Stock Code: SUS ― www.suplc.co.uk 25

Strategic Report

All our underlying global energy use is UK based and during the year we have and will continue to take action in order to reduce these

emissions and where that is not fully possible offset them. Solar panels on our office buildings in Grimsby and electric company vehicles

are examples of where we have managed to reduce energy usage this year.

The Group is keen to progress further opportunities to manage and reduce its impact on climate change over shorter term, medium term

and longer-term planning horizons being the next year, the next 3 years and the next 5 years and beyond respectively. The climate related

risks and opportunities we have identified as potentially having a material financial impact on the Group are as follows:

Risks with potential material financial impact Related Opportunity Planning Horizon

1. Potential for increased UK regulation and taxes

affecting motor vehicles and their affordability for

our loan customers

Continue to align our products in advance to meet

evolving customer preferences and affordability in

the light of planned regulatory and tax changes

Medium and Long Term

2. Potential for increased UK adverse weather

events or natural disasters affecting operations

and properties

Continue to maintain and improve appropriate

insurance and business continuity procedures

Short, Medium and Long

term

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

increased expenditure.

A4.4d Metrics and Targets

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

following table:

Greenhouse gas emissions data

For period 1 February 2024 to 31 January 2025

Tonnes CO

Year ended

31 Jan

2025

Year ended

31 Jan

2024

Scope 1 (Direct emissions)

Combustion of fuel – Petrol & diesel

used by company cars 15 34

Gas consumption 13 11

Scope 2 (Energy indirect emissions)

Purchased electricity (location based) 47 44

Electric vehicle energy usage 10 9

Total Scope 1 and 2 85 98

Scope 3 (Other indirect emissions)

Business travel not using owned/leased

vehicles 19 30

Total Scope 1,2 and 3 (business travel) 104 128

Transmission and Distribution Losses 5 4

Well to Tank 21 28

Total Scope 1,2 and 3 (business travel

emissions and emissions sources) 130 160

Company’s chosen intensity

measurement:

Total normalised tonnes scope 1, 2

and 3 (business travel and emissions

sources)

e per £m turnover 1.1 1.4

For the year ending 31 January 2025 we achieved the target of

below 1.4 total tonnes per £m turnover.

For the year ending 31 January 2025 the annual quantity of energy

consumed by the group under scopes 1 and 2 was 235,891 kwh

(31.1.24: 273,814 kwh).

For the year ending 31 January 2026 we are targeting below 1.3

normalised tonnes per £m turnover.

The methodology used to calculate our emissions is based on

the “Environmental Reporting Guidelines: including mandatory

greenhouse gas emissions reporting guidance” (June 2013)

issued by the Department for Environment, Food & Rural Affairs

(“DEFRA”) and updated HM Government SECR guidance dated

March 2019. We have also utilised DEFRA’S 2023 conversion

factors within our reporting methodology. The emissions for year

ended 31.1.25 were verified by Carbon Neutral Britain.

The 2013 data forms the baseline data for subsequent periods.

In order to express our annual emissions in absolute and relative

terms, we have used turnover in our intensity ratio calculation, as

this is the most relevant indication of our growth and provides for a

good comparative measure over time.

All emissions are UK only and there are no offshore emissions.

The Directors confirm that under listing rule UKLR 6.6.6R(8) we

have included in the above report disclosures consistent with

the 2017 Final TCFD Recommendations and Recommended

Disclosures Implementing the Recommendations of the Task Force

on Climate-related Financial Disclosures (version October 2021).

S&U Plc Annual Report and Accounts 202526

A4 Corporate Social Responsibility CONTINUED

The Directors confirm they have considered their obligations under

S172 of the Companies Act 2006 including their duty to promote

the success of the company and how they have engaged with the

following key stakeholders in the business:

1. Our Customers

S&U focuses on;

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

ii) having respect for every customer and always treating

customers fairly.

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

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

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

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

two decades.

2. Our Employees

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

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

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

are reflected in a streamlined management structure, high staff

retention rates, high skill levels, positive reward and recognition

and a strong culture of continuous improvement.

3. Our Business Partners

S&U continuously seeks to nurture and improve key business

relationships with our key introducing brokers, dealers and key

suppliers.

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

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

reflected in the positive feedback and high retention rates for our

partners and in the steady, sustainable and successful growth of

the Group in the past two decades.

4. Our Investors and Funding Partners

S&U’s significant family management shareholdings means an

identity of interest between shareholders and the management

of the company and together with help from trusted advisers

maintains close relationships with investors, analysts and also with

long term funding partners.

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

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

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

engagement help underpin the total shareholder return graph on

page 40. The outcomes of this funder engagement help the strong

balance sheet and treasury position outlined in this annual report

and accounts.

5. Our regulators and other statutory

bodies

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

management and the audit committee with help from our internal

auditors RSM.

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

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

have led to positive feedback from regulatory and other statutory

bodies of which the Group is proud.

6. Our Community and Our

Environment

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

wider community and looking after its environment.

Key actions demonstrating how we do this are set out in section A4

of the strategic report. The outcomes of these key actions have led

to a low environmental footprint and the community and charity

support set out in section A4.2 above.

In assessing the Group’s engagements within our 6 stakeholder

areas above, the directors have also ensured such engagements

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

indicators and principal risks as set out in the strategic

report above.

A6. APPROVAL OF STRATEGIC REPORT

Section A of this Annual Report comprises a Strategic Report

prepared for the Group as a whole in accordance with the

Companies Act 2006 (Strategic Report and Directors’ Report)

Regulations 2013.

Approved by the Board of Directors and signed on behalf of

the Board.

Anthony Coombs

Chairman

14 April 2025

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Strategic Report

A5 Section 172 Statement

In this section

B1 Board of Directors 30

B2 Directors’ Remuneration Report 32

B2.1 Report of the Board to the

Shareholders on Remuneration Policy

B2.2 Annual Remuneration Report 35

B3 Governance 44

B3.1 Audit Committee Report 44

B3.2 Corporate Governance 45

B3.3 Compliance Statement 49

B4 Directors’ Report 50

B5 Directors’ Responsibilities Statemen 52

C Independent Auditor’s Report to the

Members of S&U plc

Corporate

Governance

S&U Plc Annual Report and Accounts 202528

Corporate Governance

Stock Code: SUS ― www.suplc.co.uk 29

Anthony Coombs MA (OXON)

Chairman

Joined S&U in 1975 and was appointed

Managing Director in 1999 and then

Chairman in 2008. He served as a

Member of Parliament from 1987

– 1997 and was a member of the

Government. He is a director and

trustee of a number of companies and

charities.

Graham Coombs

MA (OXON) MSC (LON)

Deputy Chairman

Joined S&U after graduating from

London Business School in 1976.

Chris Redford ACA

Group Finance Director

A Chartered Accountant with over

10 years business experience prior to

joining Advantage, Chris was Finance

Director of Advantage Finance from

its founding in 1999. He was then

appointed as Group Finance Director

in March 2004. After over 25 years

of service to the Group, Chris has

confirmed his longstanding intention to

retire in June 2025 and is not seeking

re-election at the upcoming AGM

therefore.

Ed Ahrens

CEO Aspen Bridging

Ed has been in banking and speciality

finance for over 30 years, including

senior roles at Barclays, AIB and as a

founding director of Vanquis Bank. Ed

joined the S&U Group in 2014 as Group

Strategic Development Director (GSDD)

and then launched Aspen Bridging as

CEO in 2017.

Graham Wheeler

Non-Executive

Graham brings over 40 years’

experience in motor finance, consumer

and business lending, much of it in

a senior leadership role. His career

included senior roles at GM, Barclays,

GE Capital, and Volkswagen FS, where

he was UK CEO for 11 years. Graham

led S&U’s motor finance subsidiary,

Advantage finance for 4 ½ years from

2020 and then continued as a non-

executive director on his retirement

in 2024.

N A

Jack Coombs MA (OXON) ACA

Executive

Co-founder of Aspen Bridging. Joined

S&U in 2016 having previously qualified

at PWC as a Chartered Accountant. Jack

is an avid supporter of a number of

charities and swam the Channel from

England to France in 2011 in 13 hrs and

46 mins to raise funds for Alzheimer’s

Research & Mondo Challenge.

KEY

Nominations Committee

Audit Committee

Remuneration Committee

S&U Plc Annual Report and Accounts 202530

B1 Board of Directors

Graham Pedersen

Non-Executive

Graham joined the Board of S&U

in early 2015 and brings enormous

experience as a regulator at the Bank

of England, Financial Services Authority

and Prudential Regulation Authority and

as a banker with detailed knowledge of

the speciality finance sector.

N A R

Jeremy Maxwell

Non-Executive

Jeremy brings expertise in digital

innovation, marketing and customer

experience from over 25 years in the

retail and B2B distribution industries.

In addition to other NED and advisory

roles, he has held senior executive

positions at Carpetright, Wolseley UK,

Mothercare, Screwfix and B&Q as well

as non-executive and advisory roles.

N A R

Tarek Khlat MBE

Non-Executive

Tarek has over 25 years of experience

in financial services including the

co-founding of Crossbridge Capital,

where he is Group CEO. Prior to this,

he held leading roles at Credit Suisse

and JP Morgan, and in journalism with

CNN and Fox News. Tarek holds a BA in

Economics from Georgetown University

and an MBA from Harvard Business

School. He is currently Chair of the

Board of Trustees of Centrepoint, the

national homelessness charity and was

awarded an MBE by her late Majesty

Queen Elizabeth II in 2021, for services

to children.

N A R

Manjeet Bhogal

ACMA CGMA

Company Secretary

Manjeet joined S&U in February 2019

and was appointed Company Secretary

on 1st January 2024.

Corporate Governance

31Stock Code: SUS ― www.suplc.co.uk

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

sized Companies and Groups (Accounts and Reports) (Amendment) Regulations

2008, the Companies (Miscellaneous Reporting) Regulations 2018, as well as the

Companies Act 2006 and other related regulations.

B2.1 Report of the Board to the

Shareholders on Remuneration

Policy

Introduction

On behalf of your Board, I am pleased to present our Directors’

Remuneration Report for the year ended 31 January 2025.

Given the evolving economic landscape and the contrasting

financial performances of Aspen and Advantage, our remuneration

approach this year requires careful consideration.

Aspen has exceeded expectations, delivering strong growth and

surpassing its PBT and ROCE targets. Its advances have increased

significantly year-on-year, net receivables are at record levels, and

collections and revenue have reached their highest ever levels.

This reflects both the strength of the property bridging market

and Aspen’s ability to capitalise on opportunities despite broader

economic challenges.

In contrast, Advantage has faced a more difficult year, impacted

by regulatory uncertainty and the effects of the recent Court of

Appeal ruling. While discussions with the FCA near completion,

the market adjustments have led to a large decline in advances,

and PBT for the year significantly below last year’s levels. However,

there are signs of stabilisation, and ongoing regulatory clarity may

support a more positive trajectory in the year ahead.

With this in mind, REMCO will maintain a disciplined approach to

remuneration, ensuring salary increases remain measured in line

with financial performance. Bonuses will continue to be linked

to both financial results and the non-financial KPIs introduced

last year, (up to 25% of bonus performance assessment),

reinforcing the company’s long-term commitment to sustainability,

governance, and customer service. Non-financial performance

criteria were integrated within the structured framework approved

by the ESG Committee, ensuring a clear and objective assessment

of sustainability, governance and ethical business practices.

For 2024/25, non-financial targets have been applied to Aspen and

are part of its strong performance. For Advantage, there will be no

bonuses based on non-financial targets based on the above, but

with a positive view for the future. This balanced approach reflects

both financial prudence and the need to maintain strong executive

incentives.

This year’s annual Directors’ Remuneration Report sets out how

the Remuneration Policy was applied during the year ended

31 January 2025 and provides details of amounts earned in respect

of the year ended 31 January 2025. It also sets out how the

Remuneration Committee has decided the Remuneration Policy

will be operated for the year commencing 1 February 2025.

We intend for the Company’s Remuneration Policy to be updated

at least every 3 years. The Remuneration Policy was last updated

in 2024 and a copy of this was published in full in the 2024 Annual

Report and can also be found in the About us Governance section

on our website at www.suplc.co.uk.

2024/25 key decisions and pay outcomes

The aim of the Company’s Remuneration Policy is to deliver simple

and fair remuneration packages which are linked to both Group

and personal performance, retention focussed and appropriate for

the Company, its Shareholders and the directors.

Group profit before tax reduced from £33.6m in 2023/24 to

£24.0m in 2024/25. This result derives mainly from reduced

repayments and increased impairment at Advantage together

with increased regulatory and funding costs. The Committee

noted that this result was well below expectations albeit in a

challenging environment for the executive team at S&U as well

as the overall resilience of the Company. We have taken this into

account in the difficult decisions taken regarding salaries for 3 of

the 5 S&U executives which have not been increased for 2025/26

and regarding their bonuses where no bonus is being paid. This

maintains good discipline in our policies on remuneration.

Against a backdrop of a constructive regulatory engagement, the

need for a cautious approach has led to market adjustments in a

difficult macro economy, Advantage advanced 12,703 new motor

finance agreements during the year ending 31 January 2025 (2024:

21,565). As last year, our Advantage team has continued to work

diligently to support customers in the more difficult circumstances

they have faced. Looking forward, due to potential continued

impacts from reduced inflation and used car price correction,

we remain optimistic but cautious in our outlook and adopt our

normal conservative approach to impairment provisions.

In its eighth year of operation, Aspen Bridging made 191 new

loan facilities lending over £180m (2024: 164 new loan facilities

lending £144m). At the end of the year Aspen had 176 live loans

amounting to net receivables of £152m (2024: 163 live loans

amounting to £130m) which reflects an almost annual turnover

in the Aspen bridging book. Whilst political and economic

uncertainties have and will continue to affect S&U, the Company

has continued to demonstrate its historic ability to produce robust

and resilient results.

S&U Plc Annual Report and Accounts 202532

B2 Directors’ Remuneration Report

Anthony Coombs, Graham Coombs and Chris Redford

Based on the underlying profit performance of the Group, the

Remuneration Committee judged the level at which the annual

bonus payments should be made. In a challenging environment,

Group Profit Before Tax (“PBT”) for the year of £24.0m was

significantly below budget and decreased by 29% on the 2024

result. Therefore, the Remuneration Committee determined that

for the financial year 2024/25 no bonuses would be awarded

to Anthony Coombs, Graham Coombs and Chris Redford versus

their normal target bonuses of £50,000, £50,000 and £40,000

respectively due to the actual group PBT of £24.0m being below

their on-target performance level of £37.36m group PBT. The

stretch target bonus of £50,000 for Chris Redford was also not

achieved as the actual PBT was also below his stretch target

performance level of £39.44m.

The Remuneration Committee therefore considers these nil annual

bonus awards to be fair and reasonable and reflective of each

director’s achievement against performance targets set during

the year.

In May 2024 Chris Redford was granted 5,000 shadow share

options under the 2021 LTIP, as disclosed in last year’s Directors’

Remuneration Report. The Remuneration Committee determined

that none of these shadow share options vested with reference

to performance during the year ended 31 January 2025, based

on group PBT being below the group PBT normal and stretch

target levels for shadow share options of £37.36m and £39.44m

respectively. As the shadow share options granted in 2024 did not

vest, these options have now lapsed.

Ed Ahrens

The Committee have considered Ed’s management of the Aspen

Bridging Finance team in light of the excellent Aspen PBT result of

£7.2m for the year ended 31 January 2025. During the year Aspen

has also made good strides in improving their environmental

impact, their community engagement and their governance and

leadership. The Committee judged the level at which the annual

bonus payment should be made. For the financial year 2024/25

a bonus of £40,000 was awarded to Ed Ahrens which was above

his normal target bonus of £30,000 and in line with his maximum

annual bonus of £40,000.

In May 2024 Ed Ahrens was granted 3,000 shadow share

options under the new LTIP, as disclosed in last year’s Directors

Remuneration Report. The Remuneration Committee determined

that all these 3,000 shadow share options vested with reference

to performance during the year ended 31 January 2025 with

reference to the underlying profit performance of Aspen and

achievement against the PBT and ROCE based targets set for

that year.

Jack Coombs

The Committee have considered Jack’s significant and excellent

contribution to the continued growth of Aspen Bridging, including

growth during the year ended 31 January 2025, helping Aspen

Bridging achieve a profit before tax of £7.2m. The Committee

judged the level at which the annual bonus payment should be

made. For the financial year 2024/25 a bonus of £40,000 was

awarded to Jack Coombs which was above his normal target bonus

of £30,000 and in line with his maximum annual bonus of £40,000.

Key remuneration decisions and related

matters for the year ending 31 January 2026

Salary increases, annual bonus and LTIP

For the year ended 31 January 2025 salary increases were in

the range 1.7% to 3.6% except where exceptional circumstances

merited a higher increase. This was below the average increases

given to the wider workforce which averaged 10.0% in a difficult

inflationary cost of living environment for our employees. The

Remuneration Committee has now agreed salary increases

for the year ended 31 January 2026 with 3 executive directors

receiving no increase and the 2 key executives driving Aspen’s

excellent performance receiving exceptional higher increases,

as noted below. This is below the average increases given to the

wider workforce which averaged 10.0% in light of the continued

difficult albeit easing inflationary cost of living environment for

our employees. After a review of market comparables, and after

their excellent performances as executive directors of our growing

Aspen Bridging subsidiary, it was decided to award Ed Ahrens

a salary increase of 9.3% for the year ended 31 January 2026

and Jack Coombs a salary increase of 23% for the year ended

31 January 2026.

For the year ending 31 January 2026, where the targets levels of

performance set are achieved, the annual bonus has been set at

£50,000 for Anthony Coombs, Graham Coombs and Jack Coombs

and £40,000 for Ed Ahrens. Where the performance targets set

are exceeded, the Remuneration Committee has the discretion

to pay an increased annual bonus based on stretch performance

targets to Ed Ahrens and the maximum amount payable will not

exceed the maximum limits stated in the Remuneration Policy.

The annual bonuses will continue to be mainly assessed against

stretching divisional and group Profit Before Tax (PBT) targets and

Return on Capital Employed (ROCE), although for the second year

up to 25% of the annual bonus will now be assessed based on the

achievement of specific non-financial targets. The Remuneration

Committee aims to align these specific non-financial targets to

the Company’s KPI’s in the areas of governance structures and

environmental impact. The Committee believes Environmental,

Social and Governance factors have become critical to good

business practice and are tied to the success and long-term

sustainability of organisations across all sectors, and these will

therefore be carefully considered when setting the non-financial

targets for the annual bonus. In order for the bonuses to be paid in

full, these stretching performance targets must be achieved and,

if not fully met, the Remuneration Committee will determine the

level of any reduced annual bonus payment.

Stock Code: SUS ― www.suplc.co.uk 33

Corporate Governance

The Committee intends to grant 4,000 shadow share options under

the 2021 LTIP to Ed Ahrens, subject to achieving certain threshold

Aspen PBT and ROCE targets for the year ending 31 January 2026

and 5,000 shadow share options under the 2021 LTIP to Ed Ahrens,

subject to achieving certain stretch Aspen PBT and ROCE targets for

the year ending 31 January 2026.

After over 25 years of service to the Group including the

founding of Advantage Finance, we announced in February

that Chris Redford our Group Finance Director had confirmed

his longstanding intention to retire in June. Chris has made an

enormously valuable contribution to S&U and in line with his

decision to retire in June no bonus or shadow share options targets

have been set for him.

For the year ending 31 January 2026, the Remuneration

Committee considers that the significant shareholding held by

Anthony Coombs, Graham Coombs and Jack Coombs similarly

provides adequate alignment to shareholders and therefore no

shadow share option awards are made to these directors.

Fees for the non-executive directors have now been increased

by 2.5% to £40,250 and for the senior non-executive director

increased by 3.4% to £42,400 for the year ending 31 January 2026.

For the year ended 31 January 2025 fees had been increased by

3.3% for the non-executive directors and 3.4% for the senior non-

executive director.

The Remuneration Committee continues to welcome Shareholder

feedback on remuneration decisions or on any issue related to

executive remuneration. I commend this report to Shareholders

and ask that you support the resolution to approve the Company’s

Annual Remuneration Report at the Company’s AGM on 18

June 2025.

Tarek Khlat

Chairman of the Remuneration Committee

14 April 2025

S&U Plc Annual Report and Accounts 202534

B2 Directors’ Remuneration Report CONTINUED

B2.2 Annual Remuneration Report

This section covers how the remuneration policy was implemented in the year

ending 31 January 2025. Certain elements of the Annual Remuneration Report are

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

Remuneration Committee

(this section is not subject to audit)

The Company has established a Remuneration Committee which

is constituted in accordance with the recommendations of the

Combined Code. The current members of the Remuneration

Committee are Mr Graham Pedersen, Mr Jeremy Maxwell and

Mr Tarek Khlat, who are all independent non-executive directors.

Biographical details of these directors are set out on pages 30

and 31. The Remuneration Committee is chaired by Mr Tarek Khlat.

None of the Remuneration Committee has any personal financial

interest, conflicts of interest arising from cross-directorship or

day-to-day involvement in running the business. The Remuneration

Committee makes recommendations to the Board.

The Remuneration Committee is responsible within the authority

delegated by the Board for determining, implementing and

operating the Remuneration Policy and for determining the specific

remuneration packages for each of the executive directors. In

particular, the Remuneration Committee has the following key

responsibilities:

• determining and setting variable and performance-related

pay, and the assessment of performance targets for executive

directors;

• reviewing and approving the remuneration arrangements and

fees for each individual director;

• reviewing and approving the remuneration arrangements and

any payments for loss of office or severance packages for new

directors and those stepping down as a director or ceasing to

be a member of the senior management team; and

• reviewing and having regard to the general remuneration pay

practices and polices across the wider workforce when setting

executive pay.

In its role to implement and operate the Remuneration Policy for

directors the Remuneration Committee considers;

• the need to attract, retain and motivate high quality individuals

to optimise Group performance;

• the need for an uncomplicated link and clear line of sight

between performance and rewards;

• the need for an appropriate balance between fixed and

variable remuneration and short term and long-term rewards

and alignment with shareholder interests;

• best practice and remuneration trends within the Company

and the financial services industry;

• the requirements of the UK Corporate Governance Code and

existing director contracts; and

• previous shareholder feedback and the interests of other

relevant stakeholders and employees.

The Remuneration Committee’s terms of reference were reviewed

during the year and are available on our website www.suplc.co.uk.

Advisors to the Remuneration Committee

The Remuneration Committee is assisted in its work by the

Chairman, Deputy Chairman and the Group Finance Director. The

Chairman is consulted on the remuneration of those who report

directly to him and also of other senior executives. No executive

director or employee is present or takes part in discussions in

respect of matters relating directly to their own remuneration.

During the year, the Remuneration Committee was also assisted

in its work by KPMG LLP who provide advice and guidance

on remuneration matters. The Remuneration Committee is

comfortable that the KPMG team which provided advice to the

Remuneration Committee was and is independent and that they

did not have any connections with S&U plc that may have impaired

their objectivity. The total fees paid to KPMG for the provision of

independent advice during the year ended 31 January 2025 was

£18,810. KPMG also provide taxation compliance and advisory

services to the Group.

Attendance at meetings

Details of the number of Remuneration Committee meetings held

during the year and attendance at those meetings is set out in the

Governance section on page 48 of this Annual Report.

Stock Code: SUS ― www.suplc.co.uk 35

Corporate Governance

Single Figure Tables (this section is subject to audit)

The table below sets out in a single figure the total amount of remuneration including each component received by each of the directors

for the year ended 31 January 2025, together with comparative figures for the year ended 31 January 2024:

Executive

Directors

Anthony

Coombs

£000

Graham

Coombs

£000

Chris

Redford

£000

Graham

Wheeler

£000

Jack

Coombs

£000

Ahrens

£000

2024/25 2023/24 2024/25 2023/24 2024/25 2023/24 2024/25 2023/24 2024/25 2023/24 2024/25 2023/24

Salaries and fees 385 379 370 363 260 253 0 310 150 120 215 208

Allowances

and benefits 114 88 35 35 22 22 0 13 21 23 10 9

Pension

Contribution 0 0 0 0 38 37 0 31 22 18 32 31

Total Fixed 499 467 405 398 320 312 0 354 193 161 257 248

Bonus 0 0 0 0 0 10 0 20 40 10 40 10

Shadow Share

Incentive 0 0 0 0 0 0 0 0 0 0 44 0

Total Variable 0 0 0 0 0 10 0 20 40 10 84 10

Total 499 467 405 398 320 322 0 374 233 171 341 258

Non-executive

Directors

Tarek

Khlat

£000

Graham

Pedersen

£000

Graham

Wheeler

£000

Jeremy

Maxwell

£000

Demetrios

Markou

£000

2024/25 2023/24 2024/25 2023/24 2024/25 2023/24 2024/25 2023/24 2024/25 2023/24

Salaries and fees 41 38 39 38 39 0 39 38 0 40

Total 41 38 39 38 39 0 39 38 0 40

* Demetrios Markou retired on 2nd October 2023 and Tarek Khlat was appointed the senior non-executive director of S&U Plc with effect from 1 February 2024.

Salaries & fees

The amount of salary / fees received in the period.

Allowances and

benefits

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

life insurance and private medical insurance.

Pension

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

directors. This includes the Company’s contributions to the defined contribution pension scheme and

any salary supplement in lieu of a Company pension contribution.

Annual Bonus

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

performance targets against which the bonus pay-out was determined is provided on page 38. The

Remuneration Committee determined that no part of any bonus paid for the year ended 31 January

2025 would be deferred.

S&U Plc Annual Report and Accounts 202536

B2.2 Annual Remuneration Report CONTINUED

Share incentive plans

(LTIP)

For the year ended 31 January 2025 figures for the value of nil cost options vesting in respect of

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

PBT and ROCE based performance targets for the year to 31 January 2025 were not met for the group;

accordingly, the Remuneration Committee determined that 0% of the 5,000 shadow share options

granted to Chris Redford vested in respect of achieving performance targets in the year to 31 January

2025. PBT and ROCE based performance targets for the year to 31 January 2025 were met for Aspen;

accordingly, the Remuneration Committee determined that 100% of the 3,000 shadow share options

granted to Ed Ahrens vested in respect of achieving performance targets in the year to 31 January 2025.

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

the value of the shares vesting by reference to performance to 31 January 2025 which is £nil for Chris

Redford (i.e. no shares vested by reference to performance) and £43,645 for Ed Ahrens (i.e. 3,000

shares vested by reference to performance).

We intend to grant further shadow share options in May 2025 based on the value of a total of 5,000

shares in S&U. These awards will be subject to a performance period which will commence on 1

February 2025 and will end on 31 January 2026. The share price at the start of the performance period

was £16.60; if the share price were to increase by a further 50% between May 2025 and May 2028,

then the share price of the awards would have increased to £24.90, representing an increase in the face

value of Ed Ahrens’ award of £24,900.

For the year ending 31 January 2024 comparative figures:

5,000 shadow share options were granted to Graham Wheeler, 5,000 shadow share options were

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

which 0% vested in respect as their performance targets in that year were not achieved.

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

individual elements of remuneration for the year ending 31 January 2025).

Base salary and fees

Base salaries for individual executive directors are reviewed annually by the Remuneration Committee and are set with reference

to individual performance, experience and responsibilities within the Group as well as with reference to similar roles in comparable

companies. Non-executive directors will continue to receive directors’ fees in line with market practice. As disclosed in the Annual Report

on Remuneration last year, for the year ending 31 January 2025, the base salaries of the executive directors were increased in the range

1.7% to 3.6%, except where exceptional circumstances merited a higher increase.

For the year ending 31 January 2026, the Remuneration Committee has now agreed there are no salary increases for executive directors

except where exceptional circumstances merited a high increase, as follows: After a review of market comparables, and after their

excellent performances as executive directors of our growing Aspen Bridging subsidiary, it was decided to award Jack Coombs and Ed

Ahrens salary increases of 23.3% and 9.3% respectively, for year ending 31 January 2026. The average increase for executives was below

the increases given to the wider workforce.

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

Executive director

Base salary

as at

31 January

2025

£000

Base salary

for year to

31 January

2026

£000

Increase

Anthony Coombs 385 385 0.0

Graham Coombs 370 370 0.0

Chris Redford 260 260 0.0

Jack Coombs 150 185 23.3

Ed Ahrens 215 235 9.3

Stock Code: SUS ― www.suplc.co.uk 37

Corporate Governance

Non-Executive Directors

The remuneration policy for non-executive directors is determined by the Board. Fees reflect the responsibilities and duties placed

upon non-executive directors whilst also having regard to market practice. The basic non-executive director fee was increased by 2.5%

to £40,250 with effect from 1 February 2025. The basic senior non-executive fee was increased by 2.5% to £42,400 with effect from

1 February 2025. The non-executive directors do not participate in any of the Company’s share incentive plans, nor do they receive any

benefits, bonus or pension contributions.

Non-executive director fees

2023/24

£000

2024/25

£000

2025/26

£000

Basic fee 38.0 39.3 40.3

Additional fee for Senior Independent Non-executive director 2.0 2.0 2.1

Annual bonus

For the year ended 31 January 2025, annual bonuses for the executive directors were based on stretching Group or divisional PBT targets.

The table below sets out the maximum bonus opportunity that each of the executive directors could earn for the year ended 31 January

2025 together with the Group PBT targets and details of the actual bonus earned.

Performance targets

Maximum annual

bonus opportunity

year ending

31 January 2025

£000

Bonus pay-out % of

maximum

Actual bonus earned

for the year ending

31 January 2025

£000

Anthony Coombs

Group PBT target (£37.36m to £39.44m)

50 0 0

Graham Coombs 50 0 0

Chris Redford 50 0 0

Ed Ahrens Aspen Bridging PBT and ROCE target* 40 100 40

Jack Coombs Aspen Bridging PBT and ROCE target* 40 100 40

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

divisional PBT and Group and Divisional targets given that such targets are based on commercially sensitive information that the Board believes could negatively impact the

Group’s competitive position by providing our competitors with insight into our business plans and expectations, resulting in significant risk to future profitability and shareholder

value. We will review annually this commercial sensitivity and consequent non-disclosure of the historic divisional PBT and Group and Divisional ROCE targets. However, we are

committed to providing as much information as we are able to, in order to assist our investors in understanding how our incentive pay-outs relate to performance delivered.

Details of the Group PBT targets are disclosed above.

Based on the achievement of above target performance levels for Aspen Bridging in the year ended 31 January 2025 the Remuneration

Committee determined bonuses of £40,000 each were deemed payable to Ed Ahrens and Jack Coombs. Based on below target

performance levels for S&U group in the year ended 31 January 2025 the Remuneration Committee determined no bonuses were deemed

payable to each of Anthony Coombs, Graham Coombs and Chris Redford. The Committee considered the extent to which both financial

and individual performance targets had been met in determining these bonuses.

Annual bonus in 2025/26

For the year ending 31 January 2026, where the threshold performance targets set are achieved, the annual bonus has been set at

£50,000 for Anthony Coombs, Graham Coombs and Jack Coombs and £40,000 for Ed Ahrens. Where the target levels of performance set

are exceeded, then based on stretch performance targets the Remuneration Committee has the discretion to pay an increased annual

bonus to Ed Ahrens and the maximum amount payable will not exceed the maximum limits stated in the Remuneration Policy. The annual

bonus will continue to be assessed predominantly against stretching Group and divisional PBT and ROCE targets, but for the year ended

31 January 2026 up to 25% of the annual bonus will also be assessed against specific non-financial targets.

The Remuneration Committee considers that the actual annual bonus targets are commercially sensitive and should therefore remain

confidential to the Company. They provide our competitors with insight into our business plans, expectations and our strategic actions.

However, the Remuneration Committee will continue to disclose how the bonus pay-out delivered relates to performance against the

Group PBT targets on a retrospective basis.

S&U Plc Annual Report and Accounts 202538

B2 Directors’ Remuneration Report CONTINUED

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

Awards granted during the period

Chris Redford was awarded 5,000 nil cost shadow share options under the 2021 LTIP in May 2024 at a notional nil exercise price, subject to

achieving specified stretch Group PBT targets for the year ended 31 January 2025.

Ed Ahrens was awarded 3,000 nil cost shadow share options under the 2021 LTIP in May 2024 at a notional nil exercise price, subject to

achieving specified stretch Aspen PBT and ROCE targets for the year ended 31 January 2025.

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

31 January 2025.

Awards vesting based on performance in respect the year ended 31 January 2025

No awards vested based on performance for Chris Redford in respect of the year ended 31 January 2025 and therefore none has been

included in the notes to the single figure tables on page 36.

An award of 3,000 shares vested based on performance for Ed Ahrens in respect of the year ended 31 January 2025 and has been included

in the notes to the single figure tables on page 37 – the value of this award in the single figure tables is based on the previous 3 months’

average share price as at 31 January 2025.

Awards for 2025/26

The Committee intends to grant 4,000 nil cost shadow share options under the 2021 LTIP to Ed Ahrens, subject to achieving certain

threshold Aspen PBT and ROCE targets for the year ending 31 January 2026 and 5,000 nil cost shadow share options under the 2021 LTIP

to Ed Ahrens, subject to achieving certain threshold Aspen PBT and ROCE targets for the year ending 31 January 2026.

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

director remaining in employment. The Remuneration Committee considers that the targets are commercially sensitive and should

therefore remain confidential to the Company. They provide our competitors with insight into our business plans, expectations and our

strategic actions. However, the Remuneration Committee will continue to disclose how the LTIP vesting relates to performance against the

Aspen and Group PBT and ROCE targets on a retrospective basis.

The table below shows a comparison between the actual amounts paid or vested in the year ending 31 January 2025 and the amounts

granted for the year ending 31 January 2026.

Amounts actually

paid or vested

in the year

2025

Amounts granted

in the year (subject

to the achievement

of performance

conditions)

2026

Anthony Coombs Bonus £0 £50,000

Shadow share options – –

Graham Coombs Bonus £0 £50,000

Shadow share options – –

Chris Redford* Bonus £0 n/a

Shadow share options 0 n/a

Jack Coombs Bonus £40,000 £50,000

Shadow share options – –

Ed Ahrens Bonus £40,000 £50,000

Shadow share options 3,000 5,000

*Chris Redford will be retiring before the AGM in June 2025. Therefore, no variable remuneration is shown in the table for 2026 for Chris.

For the year ending 31 January 2025, the Remuneration Committee considers that the significant shareholding held by Anthony Coombs,

Graham Coombs and Jack Coombs provides adequate alignment to shareholders. No shareholding guideline applies to any of the other

directors of the Company.

Stock Code: SUS ― www.suplc.co.uk 39

Corporate Governance

Total pension entitlements in 2024/25 (this section is subject to audit)

During the year the Group made contributions into a defined contribution scheme on behalf of Graham Wheeler, Jack Coombs and Chris

Redford (or pays a salary supplement in lieu). None of the directors have accrued benefits under the defined benefit scheme.

Director

Defined contribution or

salary supplement in lieu

£000

Percentage

of Salary

Chris Redford 38 14.5

Ed Ahrens 32 15.0

Jack Coombs 22 15.0

Company performance – shareholder return graph (this section is not subject

to audit)

The following graph shows the Company’s Shareholder Return performance, compared with the performance of the FTSE Small Cap, over

the past ten years. This comparator has been selected since it illustrates S&U’s relative performance within their sector.

10-year Total Shareholder Return Index at 31 January 2025

S&U PLC

FTSE SMALL CAP

Return Index

300

250

200

150

100

31/01/2015

31/01/2016

31/01/2017

31/01/2018

31/01/2019

31/01/2020

31/01/2021

31/01/2022

31/01/2023

31/01/2024

31/01/2025

Executive Chairman Remuneration for the previous ten years

(this section is not subject to audit)

The Group does not have a CEO, but the table below shows the detail required by the regulations for our executive chairman Mr Anthony

Coombs:

Single figure of

remuneration

£000

Annual bonus

(% of maximum

opportunity for

the year)

Long term incentive

(% of maximum

number of shares for

the year)

2025 499 0 n/a

2024 467 0 n/a

2023 506 100 n/a

2022 469 100 n/a

2021 450 20 n/a

2020 427 33 n/a

2019 412 40 n/a

2018 387 0 n/a

2017 402 50 n/a

2016 394 100 n/a

S&U Plc Annual Report and Accounts 202540

B2 Directors’ Remuneration Report CONTINUED

Percentage change in Executive Directors’ Remuneration

(this section is not subject to audit)

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

directors and the wider workforce for the years ended 31 January 2025, 31 January 2024, 31 January 2023, 31 January 2022 and

31 January 2021.

Element

Anthony

Coombs

Graham

Coombs

Chris

Redford

Jack

Coombs*

Ahrens **

Wider

Workforce

Year to 31.1.25 % % % % % %

Base salary 1.7 1.7 3.0 25.0 3.6 10.0

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

Bonus 0.0 0.0 (100.0) 300.0 300.0 (39.9)

Year to 31.1.24 % % % % % %

Base salary 1.3 1.4 3.1 9.1 n/a 5.5

Allowances and benefits 7.3 2.9 0.0 2,300.0 n/a n/a

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

Year to 31.1.23 % % % % % %

Base salary 3.8 3.8 5.4 10.0 n/a 9.0

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

Bonus 66.7 66.7 0.0 150.0 n/a 6.6

Year to 31.1.22 % % % % % %

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

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

Bonus 100.0 100.0 100.0 n/a n/a 186.9

Year to 31.1.21 % % % % % %

Base salary 1.4 1.5 3.1 n/a n/a 6.1

Allowances and benefits 60.0 0.0 (10.3) n/a n/a n/a

Bonus (40.0) (40.0) (19.4) n/a n/a (42.0)

* Jack Coombs was appointed a director of S&U plc on 14 April 2021, so no comparative data is available for the year to 31.1.21 or the year to 31.1.22.

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

31.1.23, 31.1.22 or 31.1.21.

Anthony Coombs received benefits and allowances of £114,000 in the year ending 31 January 2025 and £88,000 in the year ending

31 January 2024. Anthony Coombs earned a bonus of £nil for the year ending 31 January 2025 and received a bonus of £nil for the year

ending 31 January 2024.

Graham Coombs received benefits and allowances of £35,000 in the year ending 31 January 2025 and £35,000 in the year ending

31 January 2024. Graham Coombs earned a bonus of £nil for the year ending 31 January 2025 and received a bonus of £nil for the year

ending 31 January 2024.

Chris Redford received benefits and allowances of £22,000 in the year ending 31 January 2025 and £22,000 in the year ending 31 January

2024. Chris Redford earned a bonus of £nil for the year ending 31 January 2025 and earned a bonus of £10,000 for the year ending

31 January 2024.

Jack Coombs received benefits and allowances of £21,000 in the year ending 31 January 2025 and £23,000 in the year ending 31 January

2024. Jack Coombs earned a bonus of £40,000 for the year ending 31 January 2025 and earned a bonus of £10,000 for the year ending

31 January 2024.

Ed Ahrens received benefits and allowances of £10,000 in the year ending 31 January 2025 and £9,000 in the year ending 31 January

2024. Ed Ahrens earned a bonus of £40,000 for the year ending 31 January 2025 and earned a bonus of £10,000 for the year ending

31 January 2024.

In accordance with the Companies (Miscellaneous Reporting) Regulations 2018, the average total number of UK employees within the

S&U plc group for the relevant year was less than 250; accordingly, the Company is not currently required to report on the ratio of the

Chairman’s single total figure of remuneration relative to the Company’s UK employees across the group. The Remuneration Committee

shall continue to review and monitor its disclosure obligations under the Companies (Miscellaneous Reporting) Regulations 2018.

Stock Code: SUS ― www.suplc.co.uk 41

Corporate Governance

Relative Importance of Spend on Pay (this section is not subject to audit)

The graph below shows the relative importance of spend on pay against other cash outflows of the Group for the years ending 31 January

2024 and 31 January 2025. Given the nature of the Group’s business, the other significant outflows for the Group are loan advances and

dividends payable.

Annual Expenditure January 2024 v January 2025 £m

2024

2025

350

300

250

200

150

100

Wages and salaries Loan advances Dividends paid

Payments for loss of office (this section is not subject to audit) and to

past directors

There were no loss of office payments made during the year ended 31 January 2025.

Statement of directors’ shareholding and share interests

The table below details the beneficial shareholdings and share interests of the directors as at 31 January 2025.

Type

Total at

31 January

2025

Anthony Coombs Shares 1,224,009

Graham Coombs Shares 1,650,819

Chris Redford Shares 11,000

Ed Ahrens Shares 3,000

Jack Coombs Shares 1,677,147

Non-executive directors

Tarek Khlat Shares –

Graham Pedersen Shares –

Jeremy Maxwell Shares –

Graham Wheeler Shares –

In addition to the above holdings, Grevayne Properties Limited, a Company beneficially controlled by Anthony Coombs and Graham

Coombs, holds 379,123 Ordinary Shares.

There are no share options held under the old LTIP 2010 scheme – there are no direct share interests arising under the new LTIP 2021

scheme agreed by shareholders at the AGM in 2021 as options which are granted under this new scheme are shadow share options only.

There are no specific shareholding requirements for directors and there have been no changes to the above shareholdings and share

interests between 31 January 2025 and the date of this report.

S&U Plc Annual Report and Accounts 202542

B2 Directors’ Remuneration Report CONTINUED

Shareholder vote on the 2024 Remuneration Report and 2024 Remuneration Policy

(this section is not subject to audit)

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

outcome at the 6 June 2024 AGM for the 2024 Remuneration Policy:

Number

of votes

“For” and

“Discretion”

% of

votes cast

Number

of votes

“Against”

% of

votes cast

Total Number

of votes cast

Number

of votes

“withheld”

Annual Report on

Remuneration 2024 6,401,414 96.83 209,880 3.17 6,611,294 327

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

The Remuneration Committee welcomed the passing of the resolutions and the support shown by those Shareholders who voted in

favour and the Remuneration Committee has taken steps wherever practicable to understand Shareholder concerns when withholding

their support.

Approval

This report section B2 of the Annual Report and Accounts including The Annual Remuneration Report was approved by the Board of

Directors on 14 April 2025 and signed on its behalf by:

Tarek Khlat

Chairman of the Remuneration Committee

14 April 2025

Stock Code: SUS ― www.suplc.co.uk 43

Corporate Governance

B3.1 AUDIT COMMITTEE REPORT

Role and Responsibilities

The Audit Committee is a committee of the Board of Directors,

made up of the 3 independent non-executive directors and

Graham Wheeler, former CEO of Advantage whose expertise on

motor finance issues is invaluable to the committee. Its main role

is to assist the Board and protect the interests of shareholders by

reviewing the integrity and appropriateness of the Group’s financial

information, the systems of internal controls and risk management

and the audit process, both internal and external. The Committee

continues to monitor developments in other areas in this regard,

to ensure that its role is properly and appropriately applied and

performed. The Committee is cognisant of the evolving audit

landscape for listed companies and is helping the company develop

and embed its evolving response to climate change including the

work for the task force on climate related disclosures (TCFD). Tarek

Khlat, a member of the audit committee also serves on the Group’s

ESG and climate change committee.

Composition of the Committee

and Meetings

The Company has established an Audit Committee which is

constituted in accordance with the recommendations of the UK

Corporate Governance Code. The members of the Committee

are Mr G Pedersen, Mr J Maxwell, Mr T Khlat and Mr G Wheeler,

who are all non-executive directors. Biographical details of these

directors are set out on pages 30 and 31. The Committee is

chaired by Mr G Pedersen. Meetings are held not less than twice

a year and generally three times a year in conjunction with the

interim and full year financial reports issued in October and April

and an external and internal audit planning meeting in January.

The external or internal auditors or individual members of the

Audit Committee may request a meeting if they consider one is

necessary and the Committee ensure that discussions are held

with the external auditors without executive Board members

present. During the year ending 31 January 2025 three meetings

were held including Audit planning meetings.

Significant Matters related to the

financial statements

The significant matters and areas of judgement considered by

the Audit Committee in relation to the January 2025 Financial

Statements were as follows:

Impairment of receivables – Motor Finance – see also

accounting policy 1.5 on page 66

Receivables are impaired in Motor Finance based on the overall

contractual arrears status and also the number of cumulative

contractual monthly payments that have been missed in the last six

months. Impairment is calculated using models which use historical

payment performance and amounts recovered from security

realisation to generate the estimated amount and timing of future

cash flows from each arrears stage. In addition, and in accordance

with the provisions of IFRS9 a collective provision is made for

expected credit losses in the next 12 months in the remainder

of the loan book which again references historical payment

performance and amounts recovered.

Judgement is applied as to the appropriate point at which

receivables are impaired and the level of cash flows that are

expected to be recovered from impaired customers.

In order to assess the appropriateness of the judgements applied,

an exercise is performed to assess the most recent performance of

customers, including the cash collection and recovery performance

of impaired customers. This is used to help forecast expected cash

collections which are then discounted at the effective interest rate

and compared to the carrying value of receivables at the yearend

with the difference being the impairment provision.

In assessing the adequacy of the Motor Finance impairment

provision, the Audit Committee considers, reviews and challenges;

a) The work performed by management and by Forvis Mazars in

auditing the data used and their challenge of the assumptions

used by management; and

b) The findings in light of current trading performance and

expected future trading performance.

Revenue Recognition – Motor Finance – see also

accounting policy 1.4 on page 67

Interest income is recognised in the income statement for all loans

and receivables measured at amortised cost using the constant

period rate of return on the net investment in the loan which is

akin to an effective interest rate method (EIR). The EIR is the rate

that exactly discounts the expected future cash flows of the loan

back to present value being the amount advanced to the customer

and hire purchase interest income is then recognised using the EIR.

Acceptance fees and any direct transaction cost are included in the

calculation of EIR.

In assessing the appropriateness of revenue recognition, the Audit

Committee considers;

a) The work performed by management and by Forvis Mazars

as part of their external audit, including their challenge of the

assumptions used by management; and

b) The findings in light of current trading experience and expected

future trading experience.

The Committee also reviewed the impairment, revenue recognition

and strong receivables growth of our Property Bridging Finance

business which is currently less material than motor finance. There

were no issues and areas of judgement considered significant by

the Committee in relation to Aspen Bridging.

Contingent Liability – Motor Finance – see also note 28

On 25 October 2024 the Court of Appeal passed a ruling in the

cases of Hopcraft, Wrench and Johnson which affected the

payment of motor finance commissions by two motor finance

lenders in circumstances where informed and explicit consent

had not been obtained. The Court of Appeal ruled in favour of the

claimants although the two lenders have appealed this ruling to

the UK Supreme Court, who plan to hear their appeal in April 2025.

In assessing the disclosure of a contingent liability in this respect,

the Committee reviewed and considered the uncertain ruling

outcomes and for an adverse outcome the uncertain financial

range of potential redress and cost outcomes which could arise

from the UK Supreme Court appeal hearing.

S&U Plc Annual Report and Accounts 202544

B3 Governance

External Audit

The Committee formally reviews the effectiveness of the external

auditors, Forvis Mazars LLP, and the Group’s relationship with

them. The review consists of a list of relevant questions, which it

discusses with the Group Finance Director, before discussing them

with external auditors.

As a result, the Committee concluded that the external audit

process during Forvis Mazars LLP’s second year as our auditors was

effective this year. After a rigorous tender process Forvis Mazars

LLP were formally appointed as group auditors at the AGM in May

2021, taking over from Deloitte LLP who had been Group Auditors

since 2000.

The Audit Committee and Forvis Mazars have put in place

safeguards to ensure that the independence and objectivity of the

external auditor is maintained including governing the external

auditor’s engagement for non-audit services. In line with rules for

public interest entities the provision of tax compliance services

was placed with KPMG with effect from 1 February 2017 and we

also now use KPMG for guidance on directors’ remuneration and

reporting matters. Fees paid to the external auditor are shown in

note 7 to the accounts. Overall the fees paid to the external auditor

for non-audit services were £30,000 (2024: £30,000) and this was

for the half year review of interim results. The audit committee

have continued to monitor the quality of service they provided

and their continuing independence. They examined Forvis Mazars

transparency report which demonstrates how audit quality is

maintained in line with the “Audit Quality Framework” issued

by the professional oversight board of the Financial Reporting

Council. They also considered Forvis Mazars’ understanding of S&U

plc’s business, their access to appropriate specialists, and their

understanding of the financial sector in which the Group operates.

In accordance with this policy the Audit Committee ensured

no external service provided by the auditors involved it in

management of functions or decision making or in influencing

Management’s view on the adequacy of internal controls or

financial reporting. If it were to be material to the Group, any

Corporate Finance or other advice that Forvis Mazars provided

during the year would be reviewed by the Audit Committee to

ensure that they did not compromise the auditing function of

Forvis Mazars in any way.

Internal Audit

During the year, RSM have continued to provide internal audit

services for the Group. An agreement, overseen by the Audit

Committee, has been entered into with RSM who will be

responsible for regular internal audits of the Group’s Regulatory

Controls, Customer Compliance, Risk Management and

Governance Policy and Procedures.

The Committee considers that the Annual Report and Accounts,

taken as a whole, is fair, balanced and understandable and provides

the information necessary for shareholders to assess the Group’s

performance, business model and strategy.

Graham Pedersen

Chairman of the Audit Committee

14 April 2025

B3.2 CORPORATE GOVERNANCE

The 2018 UK Corporate Governance Code issued by the FRC was

applicable for the whole of the financial year ended 31 January

2025. The FRC have reviewed the code and issued a new UK

Corporate Governance Code 2024 (effective 2025) containing a

small number of changes. The 2024 code will first apply to S&U

plc for its financial year ended 31 January 2026 and we report

below on our adherence to the current 2018 UK Corporate

Governance Code.

Narrative Statement

The way in which we comply with the Code’s Provisions, or explain

where we do not is described below in the five areas of “Board

Leadership and Company Purpose, Divisions of Responsibilities,

Composition, succession and evaluation, Audit risk and internal

control and Remuneration.” In addition, our Chairman’s Statement

provides guidance as to how we interpret the revised codes more

flexible approach in giving clear reasons for any non-compliance

within the provisions. The rationale for this includes a “Company’s

particular circumstances based on a range of factors, including the

size, complexity, history and ownership structure.”

In S&U’s case this has always meant an identity of interest

between major shareholders and the executive management

of the Company. The requirement of the Code of Principles for

Board’s to “promote the long-term sustainability or success of the

Company, generating value for shareholders and contributing to

wider society” is sustained by this and by our consistent mantra of

“steady, sustainable growth.” Our mission statement is published

on the inside front cover. Family investment and management

has over the past 86 years been reflected in ambition for growth

and for new markets buttressed by a conservative approach to

risk, to treasury activities and to return on capital employed.

The same culture is seen in “work force engagements” through

employment stability, good communications and a streamlined,

non-bureaucratic, management structure, as a staple of S&U well

before the Governance Code even existed.

This has inevitably meant some departure from the detailed

Provisions of the Code which primarily focusses on larger

companies, a more formal approach to employee relations, a

shorter history to establish a proven responsible culture, and a

divorce between equity and management. We have carefully

explained the reasons for any departures and will hopefully, as

the revised code requires, now see these considered by investors

and their representatives “thoughtfully” and not evaluated in “a

mechanistic way”.

Leadership

During the year the Company was controlled through the Board of

Directors which at 1 February 2025 comprised five executive and

four non-executive directors. The Chairman is responsible for the

running of the Board. He has to ensure that all directors receive

sufficient relevant information on financial, business and corporate

issues prior to meetings. He is also responsible for co-ordinating

the Company’s business and implementing Group strategy.

The Chairman and Deputy Chairman are jointly responsible for

acquisitions outside the traditional business, the development

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

community, public and media.

Stock Code: SUS ― www.suplc.co.uk 45

Corporate Governance

Under Provision 9 of the Code it is recommended that the

Chairman should be independent on appointment and should

not have previously served as Chief Executive of the Company

and under Provision 19 of the Code it is recommended that the

Chairman should not remain in post beyond nine years from

the date of their first appointment to the Board. Mr. Anthony

Coombs was appointed Chairman in 2008 as part of an established

succession plan reflecting the Coombs family’s significant holding

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

shareholders and the consequent success of the Company. As

explained above this has been (and is perceived by the investing

community) as a significant strength in the responsible, long-term

strategic approach to S&U’s development.

Mr. Coombs now serves as Executive Chairman and his

responsibilities as Managing Director have been transferred to the

Chief Executive of Advantage Finance and the Chief Executive of

Aspen Bridging.

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

the board excluding the chair should be non-executive directors

whom the Board considers to be independent. The Board considers

there are currently 3 independent non-executive directors (Tarek

Khlat, Graham Pedersen and Jeremy Maxwell) of the 8 directors

excluding the chair so this is a departure from the Code and that

composition of the Board is kept under review. Under Provision

24 of the code the audit committee should consist of independent

non-executive directors and the S&U audit committee currently

consists of 3 independent non-executive directors plus another

non-independent non -executive director so this is a departure

from the Code. Under Provision 21 of the Code there should be a

formal evaluation of the performance of the Board, its committees,

the chair and individual directors – this performance evaluation

is currently informal which the Board considers to be appropriate

and more cost effective. Under Provision 38 of the code, the

pension contribution rates for executive directors, or payments in

lieu, should be aligned with those available to the workforce. As

listed in the directors’ remuneration report there are a range of

pension contribution rates for executive directors some of which

are above those available to the workforce but these rates reflect

benchmarked market norms for those executive directors.

The Board has a formal schedule of matters reserved to it and

meets at least four times a year with monthly circulation of

papers. It is responsible for overall Group strategy, acquisition and

divestment policy, approval of major capital expenditure projects

and consideration of significant financing matters. It monitors the

exposure to key business risks and reviews the strategic direction

of the business. This includes its code of conduct, its annual

budgets, its progress towards achievement of those budgets and

its capital expenditure programmes. The Board also considers

environmental and employee issues and key appointments. It

also ensures that all directors receive appropriate training on

appointment and then subsequently as appropriate. The Board

has established a Nomination Committee, an Audit Committee

and a Remuneration Committee. Each Committee operates within

defined terms of reference. Advantage Finance and Aspen Bridging

are each managed by a separate board of directors. The minutes

of the standing Committees will be circulated to and reviewed by

the Board of Directors. Terms of reference for the Committees

are available from S&U plc head office and on our website

www.suplc.co.uk.

Graham Pedersen was appointed to the Board in February 2015

and brings a wealth of experience to the S&U Board both as a

regulator and a banker. He has therefore served as a non-executive

director on the Board for over nine years. Notwithstanding this

length of service, the Board considers him to be independent due

to his robust judgement and character and the invaluable balance

and experience he has brought to the Board’s deliberations. Tarek

Khlat, a Banker, FCA Approved Person and Wealth Manager of

great experience was appointed to the Board in March 2016.

He has also therefore served as a non-executive director on

the Board for over nine years. Notwithstanding this length of

service, the Board considers him to be independent due to his

robust judgement and character and the invaluable balance and

experience he has brought to the Board’s deliberations. In January

2022, Jeremy Maxwell was appointed to the Board and brings

broad expertise in digital innovation, marketing, commercial

development and customer experience from over 25 years in the

retail and B2B distribution industries. In February 2024, Graham

Wheeler was appointed as a non-executive of the Board following

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

capacity Graham continues to bring the benefit of over 40 years of

experience in the motor and finance sectors to the S&U Board.

The Nomination Committee, chaired by Jeremy Maxwell,

comprises the four non-executive directors and Anthony Coombs,

Group Chairman. The Audit Committee is made up of the four

non-executive directors and is chaired by Graham Pedersen.

The Remuneration Committee comprises Tarek Khlat, Graham

Pedersen and Jeremy Maxwell and is chaired by Tarek Khlat.

Board Effectiveness and the work of the

Nomination Committee

Our executive directors are appraised annually by the Chairman,

the Deputy Chairman and the independent non-executives. The

Chairman and the Deputy Chairman are appraised annually by the

independent non-executives. The results of these appraisals are

considered by the Remuneration Committee for the determination

of their remuneration recommendations. During the year there

was no external evaluation of the Board but the performance of

the Board and each of the Board Committees was reviewed by the

Board with regard to the performance and achievements during

the year. The performance of the Board and all three committees

was self-assessed by the Board to be effective.

Our non-executive directors receive full updates on Company

progress and relevant issues and bring their experience and sound

judgement to bear on matters arising. The Chairman considers the

effectiveness of each non-executive director annually.

Directors have both the time and experience to fulfil their

responsibilities and none sit on other PLC boards. The Nomination

Committee advises the Board on refreshment and succession

planning, whilst independent recruitment consultants are used for

important executive roles. During the current year the Nomination

Committee together with appropriate outside advisers played a

key role in the succession planning and the successor recruitment

process ahead of the planned retirement of Chris Redford as S&U

plc Group Finance Director in June 2025. Within this process the

Nomination Committee also considered the potential suitability

of Group CFO candidates to join the S&U Board after a suitable

assessment period. The recruitment process led to the successful

appointment of Chris Freckelton to succeed Chris Redford in

S&U Plc Annual Report and Accounts 202546

B3 Governance CONTINUED

June 2025 after a planned 3-month handover period. Previously

a senior auditor at Deloitte, Chris Freckelton has great experience

of the motor and specialist finance industries and has already

started to bring his considerable financial skills to the S&U

Group. The Nomination Committee will continue to monitor the

availability of relevant skills and experience alongside its corporate

governance responsibilities, in its further succession planning and

when considering any future appointments to the Board. Whilst

the Board notes the Code’s focus on diversity, both Board and

executive appointments are made purely on the basis of ability and

temperament, irrespective of race, gender or sexual orientation.

After over 25 years of service to the Group, Chris Redford has

confirmed his longstanding intention to retire in June 2025 and is

not seeking re-election at the upcoming AGM therefore. Messrs

Anthony Coombs, Graham Coombs, Ed Ahrens, Jack Coombs,

Graham Pedersen, Tarek Khlat, Jeremy Maxwell and Graham

Wheeler being eligible offer themselves for re-election at the next

Annual General Meeting. Tarek Khlat, Graham Pedersen, Graham

Wheeler and Jeremy Maxwell are non-executive directors and the

Chairman has determined their performance to be both effective

and committed.

The Senior Independent Director Tarek Khlat provides a sounding

Board and objective support for the Chairman and serves as an

intermediary for the other directors when necessary.

The Company Secretary Manjeet Bhogal is available to provide

advice and services to all Board members and is responsible for

ensuring Board procedures are followed. All directors are also

able to take independent advice in furtherance of their duties if

necessary.

Accountability

Financial Reporting

Reviews of the performance and financial position of the Group are

included in the Chairman’s Report. The Board uses this, together

with the Strategic Report within pages 10 to 27, to present a

balanced and understandable assessment of the Company’s

position and prospects. The Directors’ responsibilities in respect of

the financial statements are described on page 52 and those of the

auditor on page 58.

Internal Control

The Board acknowledges that it is responsible for the Group’s

system of internal control and for reviewing its effectiveness.

Such a system is designed to manage rather than eliminate

the risk of failure to achieve business objectives and can only

provide reasonable and not absolute assurance against material

misstatement or loss.

The Group’s internal control systems are reviewed regularly by

management and by our independent internal auditors RSM

with the aim of continuous improvement. Whilst the Board

acknowledges its overall responsibility for internal control, it

believes strongly that senior management within the Group’s

operating businesses should also contribute in a substantial way

and this has been built into the process. The Audit Committee

overviews the monitoring of the adequacy of the Group’s internal

controls and whistleblowing procedures.

There is an ongoing process for identifying, evaluating and

managing the significant risks faced by the Group. The process

has been in place for the year under review and up to the date

of approval of the report and financial statements. The process

is regularly reviewed by the Board including a review during

the reporting period and accords with the guidance in the UK

Corporate Governance Code.

The Board intends to keep its risk control procedures under

constant review, particularly as regards the need to embed

internal control and risk management procedures further into the

operations of the business and to deal with areas of improvement

which come to management’s and the Board’s attention.

As might be expected in a Group of this size, a key control

procedure is the day to day supervision of the business by the

executive directors, supported by the managers with responsibility

for operating units and the central support functions of finance,

information systems and human resources.

The executive directors are involved in the budget setting process,

constantly monitor key statistics and review management accounts

on a monthly basis, noting and investigating major variances. All

significant capital expenditure decisions are approved by the Board

as a whole.

The executive directors receive reports setting out key

performance and risk indicators and consider possible control

issues brought to their attention by early warning mechanisms,

which are embedded within the operational units and reinforced

by risk awareness training. The executive directors also receive

regular reports from the credit control and health and safety

functions, which include recommendations for improvement.

The Audit Committee’s role in this area is confined to a high-level

review of the arrangements.

Relationship with Auditor

The Audit Committee has specific terms of reference which

deal with its authority and duties. It meets at least twice a year

with the external auditor attending by invitation and RSM as a

regular attendee in order that the Committee can review the

external and internal audit process and results. The Committee

overviews the monitoring of the adequacy of the Group’s internal

controls and whistleblowing procedures, accounting policies

and financial reporting and provides a forum through which the

Group’s external auditor reports to the non-executive directors.

The Committee assists the Board in discharging its duties to

ensure the financial statements meet legal requirements, and also

reviews the independence of the external auditor. This is assessed

through examination of the nature and value of non-audit services

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

disclosed on page 45 and all non-audit service requirements are

considered by the Group before an appointment is made. The non-

audit services provided were audit-related assurance.

Stock Code: SUS ― www.suplc.co.uk 47

Corporate Governance

Equality and Diversity

The Group is committed to ensuring that existing members of staff, job applicants, or workers are treated fairly in an environment which

is free from any form of discrimination. The Group will always wish to ensure appointments reflect the best skills available for the role.

Currently 15 women hold 38% of senior management positions and women hold 58% of other employee positions and during the year no

female directors served on the Board. Currently 24 men hold 62% of senior management positions and men hold 42% of other employee

positions and during the year nine male directors served on the Board. The Company had 11 employees of which two are women and

nine are men including seven S&U plc Directors. In total all nine of the current S&U plc board of directors are men of which one is from

a minority ethnic background. Data for these metrics has been collected from information provided by employees or held as part of

company records. The Board therefore confirms in accordance with UK listing rule 6.6.6R (9) that as at 31 January 2025 it had not met

the targets for listed companies of at least 40% of the individuals on the board of directors being women and at least one of the senior

board positions being a woman, due principally to other candidates having more particular skills and experience for the handful of recent

appointments made. Whilst we believe appointments will continue to be made on relevant ability and experience, we would like to make

better progress towards these targets and welcome more women to the Board. The Board confirms that it has met the target that at least

one individual on its board of directors is from a minority ethnic background. The tables required under Listing Rule 6.6.6R (10) are set

out below:

Table for reporting on gender

identity or sex

Number

of board

members % of board

Number

of senior

positions on

board

Number in

executive

management

% of executive

management

Men 9 100% 3 15 50%

Women 0 0% 0 15 50%

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

Table for reporting on ethnic background

White British or other white 8 89% 2 29 97%

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

Asian/Asian British 0 0% 0 1 3%

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

Other ethnic group including Arab 1 11% 1 0 0%

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

Board and Committee attendance

The attendance of individual directors at the regular meetings of the Board and its Committees during the year ended 31 January 2025 is

shown in the table below:

Meeting Attendance

Board Nomination Remuneration Audit

Number of meetings 5 1 1 3

AMV Coombs 5 0 n/a n/a

GDC Coombs 5 n/a n/a n/a

G Pedersen 5 1 1 3

T Khlat 5 1 1 3

JP Maxwell 5 1 1 3

J EC Coombs 5 n/a n/a n/a

EH Ahrens 5 n/a n/a n/a

TG Wheeler 4 1 n/a 3

CH Redford 5 n/a n/a n/a

Remuneration

The Remuneration Committee has specific terms of reference which deal with its authority and duties and these, together with details of

how the Company has complied with the Remuneration provisions of the UK Corporate Governance Code, are detailed in the Directors

Remuneration Report on page 32.

S&U Plc Annual Report and Accounts 202548

B3 Governance CONTINUED

Relations with Stakeholders

The Company continues to communicate with both institutional

and private investors and responds quickly to all queries received

verbally or in writing. All shareholders have at least twenty working

days’ notice of the Annual General Meeting at which all directors

are introduced and are available for questions.

The Board is aware of the importance of maintaining close

relations with investors and analysts for the Group’s market rating.

Positive steps have been taken in recent years to enhance these

relationships. Twice yearly road shows are conducted by the

Chairman and senior directors when the performance and future

strategy of the company is discussed with larger shareholders.

Queries from all shareholders are dealt with personally by the

Chairman.

Members of the Board including the Chairman meet frequently

with shareholders and conduct regular roadshows throughout the

UK to present to current and future investors. Shareholder and

Investor relations are managed in tandem with our Stockbroker

Peel Hunt who issue regular reports on these activities.

Mutual commitment and loyalty between the Company and

its employees has under-pinned S&U’s 86-year history. Both its

size, with currently over 200 employees in Grimsby and over 30

in Solihull and its family ethos ensure that the “employee voice”

is heard and heeded. Regular appraisals and feedback meetings

are held and internal promotion is encouraged. As a result, staff

retention rates are very high. Whistle-blower Policies are in place

at Advantage.

The size, history and culture of the company encourage

participation of all directors and senior management and

employee relations and make designated board members or

workforce committees unnecessary.

Although, the S&U Group does not have a formal mechanism of

staff engagement with the Board, staff in the major operating

subsidiary, Advantage Finance, do actively participate in regular

“cascade” meetings where business developments and resourcing

are discussed. It is felt that such practices do allow proper

workforce engagement to take place without the specific need to

create a formal “Staff Consultative” committee structure.

B3.3 COMPLIANCE STATEMENT

Throughout the year ended 31 January 2025 the company has

discharged and met its responsibilities under the Principles and

Provisions of the 2018 UK Corporate Governance Code and under

the guidance attached to it. Where it has not followed provisions

9,11,19,21,24 and 38 of the code, “a clear rationale for the action”

is also set out above.

Jeremy Maxwell

Chairman of the Nomination Committee

14 April 2025

Stock Code: SUS ― www.suplc.co.uk 49

Corporate Governance

The directors present their Annual Report and the audited financial

statements for the year ended 31 January 2025 and for the period

up to the date of signing these accounts on 14 April 2025.

The names of all of the directors who served during the year and

up to the date of signing the accounts are shown in the directors’

biographies on pages 30 and 31. All the current directors served

for the full year to 31 January 2025. After over 25 years of service

to the Group, Chris Redford has confirmed his longstanding

intention to retire in June 2025 and is not seeking re-election at the

upcoming AGM therefore.

No political donations were made during the year (2024: £nil).

Dividends

Dividends of £13,963,000 (2024: £16,154,000) were paid during

the year.

After the year end a second interim dividend for the financial year

of £3,645,000 being 30.0p per ordinary share (2024: 35.0p) was

paid to shareholders on 7 March 2025.

The directors now recommend a final dividend, subject to

shareholders approval of 40.0p per share (2024: 50.0p). This,

together with the interim dividends totalling 60.0p per share

(2024: 70.0p) already paid, makes a total dividend for the year of

100.0p per share (2024: 120.0p).

Substantial shareholdings

At 10 April 2025, the Company had been notified of the following

interests of 3% or more in its issued ordinary share capital

(excluding those of the directors disclosed on page 42 of the

Directors’ Remuneration Report above):

Shareholder

No of

ordinary

% of

Ordinary

share capital

Jennifer Coombs 461,885 3.8%

Wiseheights Limited 2,420,000 19.9%

Capital structure

Details of the issued share capital, together with details of the

movements in the Company’s issued shared capital during the

year are shown in note 23. The Company has one class of ordinary

shares which carry no right to fixed income. Each ordinary share

carries the right to one vote at general meetings of the Company.

The cumulative preference shares carry 6% interest but do not

carry voting rights.

There are no specific restrictions on the size of a holding nor on

the transfer of shares, which are both governed by the general

provisions of the Articles of Association and prevailing legislation.

The directors are not aware of any agreements between holders of

the Company’s shares that may result in restrictions on the transfer

of securities or on voting rights.

Changes in accounting policies

There were no significant changes in accounting policies this year.

Auditor

Each of the persons who is a director at the date of approval of the

annual report confirms that; so far as each director is aware, there

is no relevant audit information of which the Company’s auditor

is unaware; each director has taken all the steps that he ought to

have taken as a director in order to make himself aware of any

relevant audit information and to establish that the Company’s

auditor is aware of that information. This confirmation is given and

should be interpreted in accordance with the provisions of section

418 of the Companies Act 2006.

Forvis Mazars LLP have expressed their willingness to continue

in office as auditor and a resolution to reappoint them will be

proposed at the forthcoming Annual General Meeting.

Post balance sheet events

There are no significant post balance sheet events to report.

Directors

Under article 154 of the Company’s articles of association, the

Company has qualifying third party indemnity provisions for the

benefit of its directors and those of subsidiary company directors

which remain in force at the date of this report. The two matters

to report under the disclosure requirements of the Large and

Medium-sized Companies and Groups (Report and Accounts)

Regulations 2008, are that;

1. The Board may appoint a director during the year and until the

dissolution of the next AGM as long as the maximum number

of 15 directors is not exceeded.

2. The Board have the power to issue and allot up to 10% of the

ordinary share capital of the company and to buy back up to

3,598,506 31.5% preference shares and up to 200,000 6%

preference shares of the company.

The matter required to report under listing rule 9.8.4R is as follows:

1. The Company has a long-term incentive scheme (LTIP 2021)

with awards of shadow share options which can only be cash

settled. Details of awards under this scheme to directors are

shown in section B2.2.

S&U Plc Annual Report and Accounts 202550

B4 Directors’ Report

Information presented in other sections

Certain information required to be included in the Director’s report

can be found in other sections of the Annual Report and Accounts

as described below. All the information presented in these sections

is incorporated by reference into this Director’s report and is

deemed to form part of this report.

• Information surrounding future developments is given in the

Strategic Report and Chairman’s Statement.

• Information surrounding engagement with customers,

business partners and others is given in the Strategic Report

and S172 Statement.

• Disclosures concerning greenhouse gas emissions are given in

Section A4.4 in the Strategic Report.

• Information about the Group’s use of financial instruments is

given in the note to the accounts 25.

The Board confirms that the Annual Report and accounts, taken

as a whole, is fair, balanced and understandable and provides

the information necessary for shareholders to assess the Group’s

performance, business model and strategy.

Approved by the Board of Directors and signed on behalf of

the Board

Manjeet Bhogal

Company Secretary

14 April 2025

Stock Code: SUS ― www.suplc.co.uk 51

Corporate Governance

B4 Directors’ Report CONTINUED

The directors are responsible for preparing the Annual Report and

the financial statements in accordance with applicable law and

regulations.

Company law requires the directors to prepare financial statements

for each financial year. Under that law the directors are required

to prepare the parent company (the “company”) and Group

financial statements in accordance with UK-adopted international

accounting standards. Under company law the directors must not

approve the accounts unless they are satisfied that they give a true

and fair view of the state of affairs of the company and of the profit

or loss of the company and the Group for that period. In preparing

these financial statements, the directors are required to:

• properly select suitable accounting policies and then apply

them consistently;

• make judgements and accounting estimates that are

reasonable and prudent;

• state whether applicable UK-adopted international

accounting standards have been followed, subject to any

material departures disclosed and explained in the financial

statements; and

• prepare the financial statements on the going concern basis

unless it is inappropriate to presume that the company will

continue in business.

The directors are responsible for keeping adequate accounting

records that are sufficient to show and explain the company’s and

group’s transactions and disclose with reasonable accuracy at any

time the financial position of the company and enable them to

ensure that the financial statements comply with the Companies

Act 2006. They are also responsible for safeguarding the assets of

the company and group and hence for taking reasonable steps for

the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of

the corporate and financial information included on the company’s

website. Legislation in the United Kingdom governing the

preparation and dissemination of financial statements may differ

from legislation in other jurisdictions.

Responsibility statement

We confirm that to the best of our knowledge:

• the financial statements, prepared in accordance with

UK-adopted international accounting standards, give a true

and fair view of the assets, liabilities, financial position and

profit of the company and the undertakings included in the

consolidation taken as a whole;

• the strategic report includes a fair review of the development

and performance of the business and the position of the

company and the undertakings included in the consolidation

taken as a whole, together with a description of the principal

risks and uncertainties that they face; and

• the annual report and financial statements, taken as a

whole, are fair, balanced and understandable and provide

the information necessary for shareholders to assess the

company’s performance, business model and strategy.

By order of the Board

Anthony Coombs Chris Redford

Chairman Group Finance Director

14 April 2025 14 April 2025

S&U Plc Annual Report and Accounts 202552

B5 Directors’ Responsibilities Statement

Opinion

We have audited the financial statements of S&U plc (the ‘parent

company’) and its subsidiaries (the ‘group’) for the year ended

31 January 2025 which comprise the group income statement

and statement of comprehensive income, the balance sheet, the

statement of changes in equity, cash flow statement and notes to

the accounts, including material accounting policy information.

The financial reporting framework that has been applied in their

preparation is applicable law and UK-adopted international

accounting standards and, as regards the parent company financial

statements, as applied in accordance with the provisions of the

Companies Act 2006.

In our opinion, the financial statements:

• give a true and fair view of the state of the group’s and of the

parent company’s affairs as at 31 January 2025 and of the

group’s profit for the year then ended;

• have been properly prepared in accordance with UK-adopted

international accounting standards and, as regards the parent

company financial statements, as applied in accordance with

the provisions of the Companies Act 2006; and

• have been prepared in accordance with the requirements of

the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our

responsibilities under those standards are further described in the

“Auditor’s responsibilities for the audit of the financial statements”

section of our report. We are independent of the group and the

parent company in accordance with the ethical requirements that

are relevant to our audit of the financial statements in the UK,

including the FRC’s Ethical Standard as applied to listed entities

and public interest entities and we have fulfilled our other ethical

responsibilities in accordance with these requirements. We

believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the

directors’ use of the going concern basis of accounting in the

preparation of the financial statements is appropriate.

Our audit procedures to evaluate the directors’ assessment of the

group’s and the parent company’s ability to continue to adopt the

going concern basis of accounting included but were not limited to:

• Undertaking an initial assessment at the planning stage of the

audit to identify events or conditions that may cast significant

doubt on the group’s and the parent company’s ability to

continue as a going concern;

• Obtaining an understanding of the relevant controls relating to

the directors’ going concern assessment;

• Making enquiries of the directors to understand the period

of assessment considered by them, the assumptions they

considered and the implication of those when assessing

the group’s and the parent company’s future financial

performance;

• Challenging the appropriateness of the directors’ key

assumptions in their cash flow forecasts including specific

consideration to the Court of Appeal hearing regarding motor

finance commission. This involved reviewing supporting and

contradictory evidence in relation to these key assumptions

and assessing the viability of mitigating actions within the

directors’ control;

• Assessing directors analysis of the potential impact of

the Supreme Court ruling on the Group’s going concern

assessment. With the assistance of our in-house conduct

experts, we developed independent stress test scenarios

to evaluate the sensitivity of the Group’s going concern

conclusion to various potential ruling outcomes;

• Assessing the historical accuracy of forecasts prepared by the

directors;

• Reviewing regulatory correspondence, minutes of meetings

of the Audit Committee and the Board of Directors, and post

balance sheet events to identify events of conditions that

may impact the group’s and the parent company’s ability to

continue as a going concern;

• Considering the consistency of the directors’ forecasts with

other areas of the financial statements and our audit; and

• Evaluating the appropriateness of the directors’ disclosures in

the financial statements on going concern.

Based on the work we have performed, we have not identified

any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the

group’s and the parent company’s ability to continue as a going

concern for a period of at least twelve months from when the

financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with

respect to going concern are described in the relevant sections of

this report.

In relation to S&U plc’s reporting on how it has applied the UK

Corporate Governance Code, we have nothing material to add

or draw attention to in relation to the directors’ statement in the

financial statements about whether the director’s considered it

appropriate to adopt the going concern basis of accounting.

Key audit matters

Key audit matters are those matters that, in our professional

judgement, were of most significance in our audit of the financial

statements of the current period and include the most significant

assessed risks of material misstatement (whether or not due to

fraud) we identified, including those which had the greatest effect

on: the overall audit strategy; the allocation of resources in the

audit; and directing the efforts of the engagement team. These

matters were addressed in the context of our audit of the financial

statements as a whole, and in forming our opinion thereon, and

we do not provide a separate opinion on these matters.

We summarise below the key audit matters in forming our opinion

above, together with an overview of the principal audit procedures

performed to address that matter and our key observations arising

from those procedures.

These matters, together with our findings, were communicated

to those charged with governance through our Audit Completion

Report.

Stock Code: SUS ― www.suplc.co.uk 53

Corporate Governance

C1 Independent Auditor’s Report

to the Members of S&U Plc

Key Audit Matter How our scope addressed this matter

Measurement of loan impairments on loans and advances

to customers - 2025: £118.2m (2024: £104.7m).

Refer to note 1.5 for the accounting policy, note 1.13 for details

of the key sources of estimation uncertainty and note 17 for

relevant disclosures.

The estimation of expected credit losses (ECL) on loans

and advances to customers is complex and inherently

judgemental. The risk is concentrated on the following areas:

• Complexity of model estimations and subjectivity of

assumptions used in determining the probabilities of

default (PD) and the loss given default (LGD)

• Significant increase in credit risk (SICR) – the qualitative

and quantitative criteria are a key area of judgement

within the ECL calculation since these criteria determine

whether a 12 month or a lifetime provision is recognised

• The economic scenarios used to measure the ECL. The

current economic environment characterised by high

interest rate and greater volatility in used vehicle prices

results in significant management judgement applied to

determine the forward- looking variables used and their

associated probability weighting.

The risks and balances mentioned above relate to Advantage

Finance Limited, a group subsidiary involved in vehicle

financing.

Overall, the range of reasonable outcome could be material to

the financial statements as a whole.

Our audit procedures included, but were not limited to the following:

We performed end to end process walkthroughs to identify the key

systems, applications and controls used in the ECL processes and

assessed the design and implementation of the key controls related to

this process.

Key aspects of our substantive testing procedures include:

• Performing testing over a sample of key inputs to the ECL

calculations;

• Assessing the integrity of data used in the calibration of the PD

and LGD;

• Challenging the key assumptions of the PD, LGD and SICR and the

staging applied;

• Re-computing the provision for credit losses to ensure mathematical

accuracy;

• Performing a stand back assessment of the resulting ECL estimates to

assess its reasonableness;

• Involving our in-house economist expert to review the forward

looking macro-economic variables, probability weightings and

scenarios used in the model;

• Independently recalculating the ECL for all stage 3 loans including

taking into consideration the completeness and accuracy of the

key inputs, assumptions and the incorporation of forward-looking

information; and

• Evaluating whether the disclosures appropriately reflect and address

the uncertainty which exists when determining the expected credit

losses.

With the support of our in-house credit modelling specialists, we:

• assessed the compliance of the company impairment methodologies

with IFRS 9 requirements by reviewing the models and SICR criteria

and challenging key assumptions;

• assessed the methodology for determining the SICR criteria and

independently test a sample of loans for appropriateness of

staging; and

• independently calibrated the ECL model to challenge management

assumptions and estimates used in the ECL model in line with the

requirements of IFRS 9.

Our observations

Based on the audit procedures performed, we found the resulting

estimate of the loan impairment provision as of 31 January 2025 and the

approach taken in respect of ECL are consistent with the requirements of

IFRS 9 and that the judgements made were reasonable.

S&U Plc Annual Report and Accounts 202554

C1 Independent Auditor’s Report

to the Members of S&U Plc CONTINUED

Key Audit Matter How our scope addressed this matter

Consideration of the contingent liability for vehicle dealer

commissions (Group)

Disclosures of critical judgments and estimates can be found

in note 28

Advantage Finance Limited (AFL), a subsidiary of the

Group, provides vehicle finance predominantly through

intermediaries, the majority of whom are independent

credit brokers. AFL has not entered in any discretionary

commission arrangements on motor finance products (note

28) with its intermediaries.

In October 2024, the Court of Appeal ruled against two

other lenders in three cases involving commission disclosure

payments to vehicle finance dealers. The judgment added to

the legal duties of dealers acting as credit brokers compared

to the regulatory requirements, requiring clear disclosure

of, and consent to, the existence, nature and amount of

any commission paid. The lenders successfully applied for

permission to appeal to the Supreme Court, which was

heard in early April 2025. The Supreme Court judges noted

that, based on their deliberations, a reasonable expectation

for delivering their ruling is July 2025.

Following the above Court of Appeal ruling, management

performed a review of AFL’s historical lending practices for

which they sought an external legal advice.

This assessment identified potential conditions

distinguishing AFL’s practice from those considered in the

Court of Appeal judgment, in particular the nature of the

commission considered, and the associated disclosures

provided to its customers.

Additionally, Management noted significant uncertainties

impacting their ability to reliably measure any potential

obligation under IAS 37 Provisions, Contingent Liabilities and

Contingent Assets. These uncertainties include the potential

outcome of the Supreme Court hearing and the possibility of

further judicial or regulatory developments, alongside other

mitigating factors.

Based on this assessment, Management determined that no

provision for liabilities was required in this respect as at 31

January 2025.

Considering the uncertainty surrounding the outcome of the

Supreme Court’s hearing and the extent of management

judgement required regarding the accounting treatment,

measurement and disclosures relating to the motor finance

commission matter, we considered this area to be a

significant area for our audit.

We evaluated and challenged management’s assessment in the context

of the requirements of IAS 37 Provisions, Contingent liabilities and

Contingent Assets.

With assistance of our in-house conduct risk experts, we:

• Assessed management’s assumptions and rationale applied in

determining a possible exposure to the court of appeal judgement;

• Assessed the nature of the commission arrangements based on

a sample of contracts to confirm whether the Group entered into

discretionary commission arrangements;

• Reviewed the regulatory correspondence with the Financial Conduct

Authority on this matter;

• Assessed AFL’s previous court cases related to vehicle finance

commission; and

• Made inquiries of management’s Compliance and Legal functions

We engaged our technical accounting experts to assess the

completeness and appropriateness of the disclosures made in the

financial statements.

Our observations

Based on the procedures performed and evidence obtained, we did

not identify any instances of discretionary commission arrangements

and found the recognition of a contingent liability in relation to the

motor finance commission matter to be appropriate. We concluded that

management’s measurement of this contingent liability is reasonable

and that the appropriate disclosures have been made.

Stock Code: SUS ― www.suplc.co.uk 55

Corporate Governance

Our application of materiality and an overview of the scope of our audit

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These,

together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit

procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually

and on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements

as a whole as follows:

Group materiality

Overall materiality £1.2m (2024: £1.7m)

How we determined it 5% of profit before tax (PBT) (2024: 5% of PBT)

Rationale for benchmark applied We determined PBT to be the most appropriate benchmark to assess the performance of this

profit-focused group.

Performance materiality Performance materiality is set to reduce to an appropriately low level the probability that the

aggregate of uncorrected and undetected misstatements in the financial statements exceeds

materiality for the financial statements as a whole.

We set performance materiality at £0.78m (2024: £1.1m), which represents 65% (2024: 65%) of

overall materiality.

In determining the performance materiality, we considered a number of factors, including the

effectiveness of internal controls and the history of misstatement, and concluded that an amount

toward the upper end of our normal range was appropriate.

Reporting threshold We agreed with the Audit Committee that we would report to them misstatements identified

during our audit above £40,000 (2024: £50,000) as well as misstatements below that amount that,

in our view, warranted reporting for qualitative reasons.

Parent company materiality

Overall materiality £0.7m (2024: £0.7m)

How we determined it 1% net assets (2024: 1% net assets)

Rationale for benchmark applied Net assets are used as the basis for materiality because the parent company is primarily a holding

company for the trading components of the Group, as such we consider net assets to reflect its

holding activities.

Performance materiality Performance materiality is set to reduce to an appropriately low level the probability that the

aggregate of uncorrected and undetected misstatements in the financial statements exceeds

materiality for the financial statements as a whole.

We set performance materiality at £0.5m (2024: £0.5m), which represents 65% (2024: 65%) of

overall materiality.

In determining the performance materiality, we considered a number of factors, including the

effectiveness of internal controls and the history of misstatement, and concluded that an amount

toward the upper end of our normal range was appropriate.

Reporting threshold We agreed with the Audit Committee that we would report to them misstatements identified

during our audit above £21,000 (2024: £21,000) as well as misstatements below that amount that,

in our view, warranted reporting for qualitative reasons.

S&U Plc Annual Report and Accounts 202556

C1 Independent Auditor’s Report

to the Members of S&U Plc CONTINUED

As part of designing our audit, we assessed the risk of material

misstatement in the financial statements, whether due to fraud

or error, and then designed and performed audit procedures

responsive to those risks. In particular, we looked at where the

directors made subjective judgements, such as assumptions on

significant accounting estimates.

We tailored the scope of our audit to ensure that we performed

sufficient work to be able to give an opinion on the financial

statements as a whole. We used the outputs of our risk

assessment, our understanding of the group and the parent

company, their environment, controls, and critical business

processes, to consider qualitative factors to ensure that we

obtained sufficient coverage across all financial statement

line items.

Our group audit scope included an audit of the group and

the parent company financial statements. Based on our risk

assessment, all components of the group, including the parent

company, were subject to full scope audit. This provided 100%

coverage of group revenue, PBT, total assets and net assets.

All audit procedures across all entities were performed by the

group engagement team. At the parent company level, the group

audit team also tested the consolidation process and carried out

analytical procedures to confirm our conclusion that there were

no significant risks of material misstatement of the aggregated

financial information.

Other information

The other information comprises the information included in

the Report and Financial Statements other than the financial

statements and our auditor’s report thereon. The directors are

responsible for the other information. Our opinion on the financial

statements does not cover the other information and, except to

the extent otherwise explicitly stated in our report, we do not

express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent

with the financial statements, or our knowledge obtained in the

course of audit or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material

misstatements, we are required to determine whether this

gives rise to a material misstatement in the financial statements

themselves. If, based on the work we have performed, we

conclude that there is a material misstatement of this other

information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed

by the Companies Act 2006

In our opinion, the part of the directors’ remuneration report to

be audited has been properly prepared in accordance with the

Companies Act 2006

In our opinion, based on the work undertaken in the course of

the audit:

• the information given in the strategic report and the directors’

report for the financial year for which the financial statements

are prepared is consistent with the financial statements

and those reports have been prepared in accordance with

applicable legal requirements;

• the information about internal control and risk management

systems in relation to financial reporting processes and

about share capital structures, given in compliance with rules

7.2.5 and 7.2.6 in the Disclosure Guidance and Transparency

Rules sourcebook made by the Financial Conduct Authority

(the FCA Rules), is consistent with the financial statements

and has been prepared in accordance with applicable legal

requirements; and

• information about the parent company’s corporate governance

code and practices and about its administrative, management

and supervisory bodies and their committees complies with

rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.

Matters on which we are required

to report by exception

In light of the knowledge and understanding of the group and the

parent company and their environment obtained in the course of

the audit, we have not identified material misstatements in the:

• strategic report or the directors’ report; or

• information about internal control and risk management

systems in relation to financial reporting processes and about

share capital structures, given in compliance with rules 7.2.5

and 7.2.6 of the FCA Rules.

We have nothing to report in respect of the following matters in

relation to which the Companies Act 2006 requires us to report to

you if, in our opinion:

• adequate accounting records have not been kept by the parent

company, or returns adequate for our audit have not been

received from branches not visited by us; or

• the parent company financial statements and the part of

the directors’ remuneration report to be audited are not in

agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law

are not made; or

• we have not received all the information and explanations we

require for our audit; or

• a corporate governance statement has not been prepared by

the parent company.

Stock Code: SUS ― www.suplc.co.uk 57

Corporate Governance

Corporate governance statement

The Listing Rules require us to review the directors’ statement in

relation to going concern, longer-term viability and that part of the

Corporate Governance Statement relating to S&U plc’s compliance

with the provisions of the UK Corporate Governance Statement

specified for our review.

Based on the work undertaken as part of our audit, we have

concluded that each of the following elements of the Corporate

Governance Statement is materially consistent with the financial

statements or our knowledge obtained during the audit:

• Directors’ statement with regards the appropriateness of

adopting the going concern basis of accounting and any

material uncertainties identified, set out on page 15;

• Directors’ explanation as to its assessment of the entity’s

prospects, the period this assessment covers and why they

period is appropriate, set out on page 15;

• Director’s statement on whether it has a reasonable

expectation that the group will be able to continue in

operation and meets its liabilities, set out on page 15;

• Directors’ statement on fair, balanced and understandable, set

out on page 52;

• Board’s confirmation that it has carried out a robust

assessment of the emerging and principal risks, set out on

page 14;

• The section of the annual report that describes the review of

effectiveness of risk management and internal control systems,

set out on page 14; and;

• The section describing the work of the audit committee, set

out on page 44.

Responsibilities of Directors

As explained more fully in the directors’ responsibilities statement

set out on page 52, the directors are responsible for the

preparation of the financial statements and for being satisfied

that they give a true and fair view, and for such internal control

as the directors determine is necessary to enable the preparation

of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, the directors are responsible

for assessing the group’s and the parent company’s ability to

continue as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the group

or the parent company or to cease operations, or have no realistic

alternative but to do so.

Auditor’s responsibilities for the audit

of the financial statements

Our objectives are to obtain reasonable assurance about whether

the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an

auditor’s report that includes our opinion. Reasonable assurance

is a high level of assurance but is not a guarantee that an audit

conducted in accordance with ISAs (UK) will always detect a

material misstatement when it exists. Misstatements can arise

from fraud or error and are considered material if, individually or in

the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial

statements.

The extent to which our procedures are capable of detecting

irregularities, including fraud is detailed below.

Irregularities, including fraud, are instances of non-compliance

with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements

in respect of irregularities, including fraud.

Based on our understanding of the group and the parent company

and their industry, we considered that non-compliance with the

following laws and regulations might have a material effect on the

financial statements: breaches of the regulatory requirements of

the Financial Conduct Authority (‘FCA’) and the Listing Rules.

To help us identify instances of non-compliance with these

laws and regulations, and in identifying and assessing the risks

of material misstatement in respect to non-compliance, our

procedures included, but were not limited to:

• Gaining an understanding of the legal and regulatory

framework applicable to the group and the parent company,

the industry in which they operate, and the structure of the

group, and considering the risk of acts by the group and the

parent company which were contrary to the applicable laws

and regulations, including fraud;

• Inquiring of the directors, management and, where

appropriate, those charged with governance, as to whether

the group and the parent company is in compliance with laws

and regulations, and discussing their policies and procedures

regarding compliance with laws and regulations;

• Inspecting correspondence with relevant licensing or

regulatory authorities including the FCA;

• Reviewing minutes of directors’ meetings in the year; and

• Discussing amongst the engagement team the laws and

regulations listed above, and remaining alert to any indications

of non-compliance.

S&U Plc Annual Report and Accounts 202558

C1 Independent Auditor’s Report

to the Members of S&U Plc CONTINUED

We also considered those laws and regulations that have a direct

effect on the preparation of the financial statements, such as tax

legislation, pension legislation and the Companies Act 2006.

In addition, we evaluated the directors’ and management’s

incentives and opportunities for fraudulent manipulation of the

financial statements, including the risk of management override of

controls, and determined that the principal risks related to posting

manual journal entries to manipulate financial performance,

management bias through judgements and assumptions in

significant accounting estimates, in particular in relation to

those areas as described in our key audit matter, calculating

income associated with leases, and significant one-off or unusual

transactions.

Our procedures in relation to fraud included but were not

limited to:

• Making enquiries of the directors and management on

whether they had knowledge of any actual, suspected or

alleged fraud;

• Gaining an understanding of the internal controls established

to mitigate risks related to fraud;

• Discussing amongst the engagement team the risks of

fraud; and

• Addressing the risks of fraud through management override of

controls by performing journal entry testing;

The primary responsibility for the prevention and detection of

irregularities, including fraud, rests with both those charged with

governance and management. As with any audit, there remained

a risk of non-detection of irregularities, as these may involve

collusion, forgery, intentional omissions, misrepresentations or the

override of internal controls.

The risks of material misstatement that had the greatest effect on

our audit are discussed in the “Key audit matters” section of this

report.

A further description of our responsibilities is available on

the Financial Reporting Council’s website at www.frc.org.uk/

auditorsresponsibilities. This description forms part of our auditor’s

report.

Other matters which we are

required to address

Following the recommendation of the audit committee, we were

appointed by the Audit Committee on 4 August 2021 to audit

the financial statements for the year ending 31 January 2022 and

subsequent financial periods. The period of total uninterrupted

engagement is four years, covering the years ended 31 January

2022 to 31 January 2025.

The non-audit services prohibited by the FRC’s Ethical Standard

were not provided to the group or the parent company and we

remain independent of the group and the parent company in

conducting our audit.

Our audit opinion is consistent with our additional report to the

audit committee.

Use of the audit report

This report is made solely to the company’s members as a body in

accordance with Chapter 3 of Part 16 of the Companies Act 2006.

Our audit work has been undertaken so that we might state to the

company’s members those matters we are required to state to

them in an auditor’s report and for no other purpose. To the fullest

extent permitted by law, we do not accept or assume responsibility

to anyone other than the company and the company’s members

as a body for our audit work, for this report, or for the opinions we

have formed.

Pauline Pélissier

(Senior Statutory Auditor)

for and on behalf of Forvis Mazars LLP

Chartered Accountants and Statutory Auditor

30 Old Bailey, London, EC4M 7AU

14 April 2025

Stock Code: SUS ― www.suplc.co.uk 59

Corporate Governance

IN THIS SECTION

D1 The Accounts 62

D1.1 Group Income Statement and

Statement of Comprehensive Income

D1.2 Balance Sheet 63

D1.3 Statement of Changes in Equity 64

D1.4 Cash Flow Statement 65

D2 Notes to the Accounts 66

Five Year Financial Record 90

S&U Plc Annual Report and Accounts 2025S&U Plc Annual Report and Accounts 20256060

The Accounts

Stock Code: SUS ― www.suplc.co.ukStock Code: SUS ― www.suplc.co.uk 6161

From continuing operations Notes

2025

£000

2024

£000

Revenue 3 115,611 115,437

Cost of sales 4 (16,384) (22,821)

Impairment charge 5 (35,571) (24,203)

Gross profit 63,656 68,413

Administrative expenses 6 (18,826) (19,767)

Operating profit 8 44,830 48,646

Finance costs 9 (18,118) (15,062)

Profit before taxation before exceptional items 26,712 33,584

Exceptional item 11 (2,736) –

Profit before taxation 2 23,976 33,584

Taxation 12 (6,063) (8,147)

Profit for the year attributable to equity holders 17,913 25,437

Earnings per share

Basic 14 147.4p 209.2p

Diluted 14 147.4p 209.2p

From continuing operations Notes

Group

2025

£000

Group

2024

£000

Company

2025

£000

Company

2024

£000

Profit for the year attributable to equity holders 17,913 25,437 17,028 16,445

Actuarial loss on defined benefit pension scheme 30 (33) (6) (33) (6)

Total Comprehensive Income for the year 17,880 25,431 16,995 16,439

Items above will not be reclassified subsequently to the Income Statement.

Statement of

Comprehensive Income

S&U Plc Annual Report and Accounts 2025S&U Plc Annual Report and Accounts 20256262

D1 The Accounts

D1.1 Group income Statement

YEAR ENDED 31 JANUARY 2025

Note

Group

2025

£000

Group

2024

£000

Company

2025

£000

Company

2024

£000

ASSETS

Non-current assets

Property, plant and equipment 15 2,527 2,310 287 376

Investments 16 – – 1 1

Amounts receivable from customers 17 203,516 241,985 – –

Other receivables and prepayments 18 – – 197,500 223,500

Deferred tax assets 22 40 155 15 30

206,083 244,450 197,803 223,907

Current assets

Amounts receivable from customers 17 232,330 220,953 – –

Other receivables and prepayments 18 1,427 1,442 72,870 72,318

Cash and cash equivalents 5,216 1 2,691 85

238,973 222,396 75,561 72,403

Total assets 445,056 466,846 273,364 296,310

LIABILITIES

Current liabilities

Bank overdrafts and loans 19 – (881) – –

Trade and other payables 20 (3,295) (4,897) (674) (670)

Current tax liabilities (1,695) (564) (127) (100)

Lease liabilities (109) (170) (76) (72)

Provisions for liabilities and charges (2,272) – – –

Accruals (1,473) (1,971) (352) (289)

(8,844) (8,483) (1,229) (1,131)

Non-current liabilities

Borrowings 19 (197,500) (223,500) (197,500) (223,500)

Lease liabilities (183) (251) (144) (220)

Financial liabilities 24 (450) (450) (450) (450)

(198,133) (224,201) (198,094) (224,170)

Total liabilities (206,977) (232,684) (199,323) (225,301)

NET ASSETS 238,079 234,162 74,041 71,009

Equity

Called up share capital 23 1,719 1,719 1,719 1,719

Share premium account 2,301 2,301 2,301 2,301

Profit and loss account 234,059 230,142 70,021 66,989

Total equity 238,079 234,162 74,041 71,009

The parent company’s profit for the financial year after taxation amounted to £17,028,000 (2024: £16,445,000)

These financial statements were approved by the Board of Directors on 14 April 2025.

Signed on behalf of the Board of Directors

AMV Coombs CH Redford

Chairman Group Finance Director

Stock Code: SUS ― www.suplc.co.ukStock Code: SUS ― www.suplc.co.uk 63

The Accounts

D1.2 Balance Sheet

YEAR ENDED 31 JANUARY 2024

COMPANY REGISTRATION NO: 0342025

Group Notes

Called up

share capital

£000

premium

account

£000

Profit and

loss account

£000

Total equity

£000

At 1 February 2023 1,719 2,301 220,865 224,885

Profit for year – – 25,437 25,437

Other comprehensive income for year – – (6) (6)

Total comprehensive income for year – – 25,431 25,431

Dividends 13 – – (16,154) (16,154)

At 31 January 2024 1,719 2,301 230,142 234,162

Profit for year – – 17,913 17,913

Other comprehensive income for year – – (33) (33)

Total comprehensive income for year – – 17,880 17,880

Dividends 13 – – (13,963) (13,963)

At 31 January 2025 1,719 2,301 234,059 238,079

Company Notes

Called up

share capital

£000

premium

account

£000

Profit and

loss account

£000

Total equity

£000

At 1 February 2023 1,719 2,301 66,704 70,724

Profit for year 10 – – 16,445 16,445

Other comprehensive income for year – – (6) (6)

Total comprehensive income for year – – 16,439 16,439

Dividends 13 – – (16,154) (16,154)

At 31 January 2024 1,719 2,301 66,989 71,009

Profit for year 10 – – 17,028 17,028

Other comprehensive income for year – – (33) (33)

Total comprehensive income for year – – 16,995 16,995

Dividends 13 – – (13,963) (13,963)

At 31 January 2025 1,719 2,301 70,021 74,041

S&U Plc Annual Report and Accounts 2025S&U Plc Annual Report and Accounts 20256464

D1.3 Statement of Changes In Equity

FOR THE YEAR ENDED 31 JANUARY 2025

Group

2025

£000

Group

2024

£000

Company

2025

£000

Company

2024

£000

Net cash generated by/(used in) operating activities 26 64,991 (446) 39,651 (14,314)

Cash flows used in investing activities

Proceeds on disposal of property, plant and equipment 41 76 – –

Purchases of property, plant and equipment 15 (726) (265) (2) (27)

Net cash used in investing activities (685) (189) (2) (27)

Cash flows (used in)/generated by financing activities

Dividends paid 13 (13,963) (16,154) (13,963) (16,154)

Finance cost paid (18,118) (15,062) (141) (141)

Finance income received – – 3,133 3,045

Receipt of new borrowings – 173,500 – 173,500

Repayment of borrowings (26,000) (145,500) (26,000) (145,500)

Decease in lease liabilities (129) (166) (72) (51)

Net (repayment)/increase in overdraft (881) 881 – (273)

Net cash (used in)/generated by financing activities (59,091) (2,501) (37,043) 14,426

Net increase/(decrease) in cash and cash equivalents 5,215 (3,136) 2,606 85

Cash and cash equivalents at the beginning of year 1 3,137 85 –

Cash and cash equivalents at the end of year 5,216 1 2,691 85

Cash and cash equivalents comprise

Cash and cash in bank 5,216 1 2,691 85

There are no cash and cash equivalent balances which are not available for use by either the Group or the Company (2024: £nil).

Stock Code: SUS ― www.suplc.co.ukStock Code: SUS ― www.suplc.co.uk 65

The Accounts

D1.4 Cash Flow Statement

FOR THE YEAR ENDED 31 JANUARY 2025

1. Accounting Policies

1.1 General Information

S&U plc is a Company incorporated in England and Wales under the Companies Act and is a public company limited by shares. The address

of the registered office is given on page 92 which is also the Group’s principal business address. All operations are situated in the United

Kingdom. S&U plc is the parent and the ultimate parent company of the group. S&U plc is a listed holding company and within the group

the main operations are motor finance and property bridging finance.

1.2 Basis of preparation and consolidation

As a listed Group we are required to prepare our consolidated financial statements in accordance with international accounting standards

in conformity with the requirements of the Companies Act 2006 and UK-adopted international accounting standards. We have also

prepared our S&U plc Company financial statements in in conformity with the requirements of the Companies Act 2006 and UK-adopted

international accounting standards. Under S404 of the Companies Act 2006, the parent company S&U plc has taken exemption from

reporting its own profit and loss. These financial statements have been prepared under the historical cost convention. The consolidated

financial statements incorporate the financial statements of the Company and all its subsidiaries for the year ended 31 January 2025.

As discussed in sections A3 and A2.4 of the strategic report and having considered the Group’s forecasts, capital and liquidity and

the motor finance regulatory outlook including any potential impact arising from the UK Supreme Court hearing on vehicle finance

commission disclosure, the directors have a reasonable expectation that the Group has adequate resources to continue in operational

existence for the foreseeable future. In respect of the UK Supreme Court hearing potential impact, the most stressed adverse scenario

considered, which is unlikely but not implausible, could require the Group to take funding, litigation and other mitigating actions. However,

management is confident that future cash flows of the Group and mitigating actions would be sufficient to settle liabilities should such an

unlikely scenario occur. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts of at least

12 months from the date of the approval of the financial statements.

There are no new standards which have been adopted by the group this year which have a material impact on the financial statements of

the Group.

All companies within the Group are 100% owned and consolidated and the assets, liabilities, costs and revenues are fully consolidated. All

intercompany balances and transactions are eliminated on consolidation.

At the date of authorisation of these financial statements the directors anticipate that the adoption in future periods of any other Standards

and interpretations which are in issue but not yet effective, will have no material impact on the financial statements of the Group.

IFRS18 Presentation and Disclosure in Financial Statements will first mandatorily apply to S&U for the year ended 31 January 2027

– at point of implementation there should be no material impact on S&U as the changed reporting requirements under IFRS18 are

presentational, although the full impact of this upcoming standard is yet to be determined.

1.3 Financial assets and financial liabilities accounting policy

When initially recognising a financial asset, it is classified into one of the following three categories based on the group’s business model

for managing that asset and the asset’s contractual cash flow characteristics:

i) Amortised cost – a financial asset is measured at amortised cost if both of the following conditions are met:

a) The asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and

b) The contractual terms of the financial asset give rise on specified dates to cash flows that are payments of principal and interest on

the principal amount outstanding.

ii) Fair value through other comprehensive income – financial assets are classified and measured at fair value through other

comprehensive income if they are held in a business model whose objective is achieved by both collecting contractual cash flows and

selling financial assets.

iii) Fair value through profit or loss – any financial assets that are not held in one of the two business models mentioned are measured at

fair value through profit or loss.

The group has classified its financial assets and its financial liabilities as measured at amortised cost.

1.4 Revenue recognition

Interest income is recognised in the income statement for all loans and receivables measured at amortised cost using the constant periodic

rate of return on the net investment in the loans, which is akin to an effective interest rate (EIR) method. The EIR is the rate that exactly

discounts estimated future cash flows of the loan back to the present value of the advance and hire purchase interest income is then

recognised using the EIR. Acceptance fees charged to customers and any direct transaction costs are included in the calculation of the EIR.

For hire purchase agreements in Advantage Finance which are classified as credit impaired (i.e. stage 3 assets under IFRS 9), the group

recognises revenue ‘net’ of the impairment provision to align the accounting treatment under IFRS 16 with the requirements of IFRS 9 and

also with the treatment adopted for similar assets in Aspen. Revenue starts to be recognised from the date of completion of the loan –

after completion hire purchase customers have a 14-day cooling off period during which they can cancel their loan.

S&U Plc Annual Report and Accounts 2025S&U Plc Annual Report and Accounts 20256666

D2 Notes to the Accounts

YEAR ENDED 31 JANUARY 2025

1. Accounting Policies CONTINUED

1.5 Impairment and measurement of amounts receivable from customers

All customer receivables are initially recognised as the amount loaned to the customer plus direct transaction costs. After initial recognition

the amounts receivable from customers are subsequently measured at amortised cost.

Amortised cost includes a deduction for loan loss impairment provisions for expected credit losses (“ECL”) assessed by the directors in

accordance with the requirements of IFRS9.

There are 3 classification stages under IFRS9 for the impairment of amounts receivable from customers:

Stage 1: Not credit impaired and no significant increase in credit risk since initial recognition

Stage 2: Not credit impaired and a significant increase in credit risk since initial recognition

Stage 3: Credit impaired

The directors assess whether there is objective evidence that a loan asset or group of loan assets is credit impaired and should be classified

as stage 3. A loan asset or a group of loan assets is credit impaired only if there is objective evidence of credit impairment as a result of one

or more events that occurred after the initial recognition of the loan. Objective evidence may include evidence that a borrower or group

of borrowers is experiencing financial difficulty or delinquency in repayments. Impairment is then calculated by estimating the future cash

flows for such impaired loans, discounting the flows to a present value using the original EIR and comparing this figure with the balance

sheet carrying value. All such impairments are charged to the income statement. Under IFRS 9 for all stage 1 accounts which are not credit

impaired, a further collective provision for expected credit losses in the next 12 months is calculated and charged to the income statement.

Key assumptions in ascertaining whether a loan asset or group of loan assets is credit impaired include information regarding the

probability of any account going into default (PD) and information regarding the likely eventual loss including recoveries (LGD). These

assumptions and assumptions for estimating future cash flows are based upon observed historical data and updated to reflect current

and future conditions. As required under IFRS9, all assumptions are reviewed regularly to take account of differences between previously

estimated cash flows on impaired debt and the eventual losses.

For all loans in stages 2 and 3 a provision equal to the lifetime expected credit loss is taken. In addition and in accordance with the

provisions of IFRS9 a collective provision for 12 months expected credit losses (“ECL”) is recognised for the remainder of the loan book

which is Stage 1. 12-month ECL is the portion of lifetime ECL that results from default events on a financial asset that are possible within 12

months after the reporting date.

In our Motor Finance business, all loans 1 month or more in contractual arrears are deemed credit impaired and are therefore included

in IFRS9 stage 3. This results in more of our net receivables being in stage 3 and the associated stage 3 loan loss provisions being higher

than if we adopted a more prime customer receivables approach of 3 months or more in arrears. Our approach of 1 month or more in

contractual arrears is based on our historical observation of subsequent loan performance after our customers fall 1 month or more in

contractual arrears within our non-prime motor finance customer receivables book. The expected credit loss (“ECL”) is the probability

weighted estimate of credit losses.

A PD/LGD model was developed by our Motor Finance business, Advantage Finance, to calculate the expected loss impairment provisions

in accordance with IFRS9. Stage 1 expected losses are recognised on inception/initial recognition of a loan based on the probability of a

customer defaulting in the next 12 months. This is determined with reference to historical data updated for current and future conditions.

If a motor finance loan falls one month or more in contractual arrears, then this is deemed credit impaired and included in IFRS9 Stage 3.

There are some motor finance loans which are up to date with payments but the customer is in some form of forbearance and we deem

this to be a significant increase in credit risk and so these loans are included in Stage 2.

As required under IFRS9 the expected impact of movements in the macroeconomy is also reflected in the expected loss model

calculations. For motor finance, assessments are made to identify the correlation of the level of impairment provision with forward looking

external data regarding forecast future levels of employment, inflation, interest rates and used car values which may affect the customers’

future propensity to repay their loan. The macroeconomic overlay assessments for 31 January 2025 reflect that further to considering

such external macroeconomic forecast data, management have judged that, whilst less than at 31 January 2024, there is currently still

a heightened risk of an adverse economic environment for our customers. To factor in such uncertainties, management has included an

overlay for certain groups of assets to reflect this macroeconomic outlook, based on estimated unemployment and inflation levels in

future periods. As at 31 January 2025, we have not included an overlay for used vehicle prices as we assume that used vehicle prices will

now remain stable – this is the same assumption as at 31 January 2024. Further sensitivity over this estimation uncertainty is provided in

note 1.13.

Other than the changes to the approach mentioned above, there were no significant changes to estimation techniques applied to the

calculations used at 31 January 2024.

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The Accounts

1. Accounting Policies CONTINUED

PD/LGD calculations for expected loss impairment provisions were also developed for our Property Bridging business Aspen Bridging

in accordance with IFRS9. Stage 1 expected losses are recognised on inception/initial recognition of a loan based on the probability of

a customer becoming impaired in the next 12 months. The Bridging product has a single repayment scheduled for the end of the loan

term and if a bridging loan is not granted an extension and is still outstanding beyond the end of the loan term then this is deemed credit

impaired and included in IFRS9 Stage 3. Due mainly to the high values of property security attached to bridging loans, the bridging sector

typically has lower credit risk and lower impairment than other credit sectors.

Assets in both our secured loan businesses are written off once the asset has been repossessed and sold and there is no prospect of

further legal or other debt recovery action. Where enforcement action is still taking place, loans are not written off. In motor finance

where the asset is no longer present then another indicator used to determine whether the loan should be written off is the lack of any

receipt for 12 months from that customer.

1.6 Impairment of amounts owed by subsidiary companies to the parent company

These are initially recognised as the amount loaned to the subsidiary company. After initial recognition amounts owed by subsidiary

companies to the parent company are subsequently measured at amortised cost. Amortised costs include any deduction for loan loss

impairment provisions for expected credit losses in accordance with the requirements of IFRS9. Management consider that there is a low

probability of default on these loans and there has been no significant increase in credit risk or credit impairment since these loans were

first recognised. Therefore, the loans continued to be held at the amount loaned.

1.7 Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation. Certain freehold property is held at previous revalued

amounts less accumulated depreciation as the Group has elected to use these amounts as the deemed cost as at the date of transition to

IFRS under the transitional arrangements of IFRS 1.

Depreciation is provided on the cost or valuation of property, plant and equipment in order to write such cost or valuation over the

expected useful lives as follows;

Freehold Buildings 2% per annum straight lineFixtures and Fittings -Computers 20% per annum straight lineFixtures and Fittings - Other 10% per annum straight line or 20% per annum reducing balanceMotor Vehicles 25% per annum reducing balanceRight to Use Assets Straight line over the normal term of the lease

Freehold Land is not depreciated.

1.8 Taxation

Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively

enacted at the balance sheet date.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities

and their carrying amounts in the financial statements. Deferred tax is determined using tax rates and laws that have been enacted or

substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred

tax liability is settled. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against

which the temporary differences can be utilised.

1.9 Preference shares

The issued 31.5% preference share capital is carried in the balance sheet at amortised cost and shown as a financial liability. The issued 6%

preference share capital is valued at par and shown as called up share capital.

1.10 Pensions

The Group contributes as required to a defined benefit pension scheme. The defined benefit pension asset at the balance sheet date is

calculated as the fair value of the plan assets less the present value of the defined benefit obligation. The scheme is currently in surplus but

as the group has no ability to access this asset the surplus is capped at £nil. Actuarial gains and losses are recognised immediately in the

financial statements.

The Group also operates several defined contribution pension schemes and the pension charge represents the amount payable by the

Company for the financial year.

S&U Plc Annual Report and Accounts 2025S&U Plc Annual Report and Accounts 20256868

D2 Notes to the Accounts CONTINUED

YEAR ENDED 31 JANUARY 2024

1. Accounting Policies CONTINUED

1.11 Investments

Investments in subsidiaries held as non-current assets are stated at cost less provision for any impairment.

1.12 Exceptional Items

Exceptional items are items unrelated to the core activities of the Group that are material to the Group’s performance and are presented

separately in the financial statements to enhance user understanding of these items and the underlying performance of the Group.

1.13 Critical accounting judgements and key sources of estimation uncertainty

In preparing these financial statements, the Company has made judgements, estimates and assumptions which affect the reported

amounts within the current and next financial year. Actual results may differ from these estimates.

Estimates and judgements are regularly reviewed based on past experience, expectations of future events and other factors.

Critical accounting judgements

The following are the critical accounting judgements, apart from those involving estimations (which are dealt with separately below), that

the Directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the

amounts recognised in the financial statements.

Significant increase in credit risk for classification in Stage 2

The Company’s transfer criteria determine what constitutes a significant increase in credit risk, which results in a customer being moved

from Stage 1 to Stage 2. Stage 2 currently includes customers who have a good payment record but have been identified as vulnerable by

trained staff. Vulnerability can be driven by factors including health, life events, resilience or capability. All customer facing staff are trained

to help recognise characteristics of vulnerability.

Key sources of estimation uncertainty

The directors consider that the sources of estimation uncertainty which have the most significant effect on the amounts recognised in

the financial statements are those inherent in the consumer credit markets in which we operate relating to impairment as outlined in

1.5 above. In particular, the Group’s impairment provision is dependent on estimation uncertainty in forward-looking on areas such as

employment rates, inflation rates and used car and property prices.

The Group implemented IFRS 9 from 1 February 2018 by developing models to calculate expected credit losses in a range of economic

scenarios. These models involve setting modelling assumptions, weighting of economic scenarios, the criteria of determining significant

deterioration in credit quality and the application of adjustments to model outputs. We have outlined assumptions in our expected

credit loss model in the current year. Reasonable movement in these assumptions might have a material impact on the impairment

provision value.

Macroeconomic overlay for our motor finance business

For this overlay, the Group considers four probability-weighted scenarios in relation to unemployment rate: base, upside, downside and

severe scenarios as follows:

Upside Downside Severe (30% (30 % (50% Basedecrease)increase)increase) Weighted Weighting 50% 20% 25% 5%Q1 2025 4.50% 3.15% 5.85% 6.75% 4.68%Q1 2026 4.70% 3.15% 5.85% 6.75% 4.68%Q1 2027 4.80% 3.36% 6.24% 7.20% 4.89%Q1 2028 4.80% 3.36% 6.24% 7.20% 4.89%

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The Accounts

1. Accounting Policies CONTINUED

Inflation rates were not previously been factored into the macroeconomic overlay prior to 31 January 2022 when we included them due to

the extraordinary increases forecast for the following 12 months period and the potential impact on our customers and their repayments

– high inflation and forecast inflation were still present at 31 January 2023 and to a lesser extent at 31 January 2024 but inflation and

forecast inflation are more normalised at 31 January 2025. The Group considers four probability-weighted scenarios in relation to inflation

rate: base, upside, downside and severe scenarios as follows:

Upside Downside Severe (30% (30 % (50% Basedecrease)increase)increase) Weighted Weighting 50% 20% 25% 5%Q1 2025 2.80% 1.96% 3.64% 4.20% 2.91%Q1 2026 3.00% 2.10% 3.90% 4.50% 3.12%Q1 2027 2.30% 1.61% 2.99% 3.45% 2.39%Q1 2028 1.90% 1.37% 2.47% 2.85% 1.98%

An increase by 0.5% in the weighted average unemployment rate would result in an increase in loan loss provisions by £902,739. A

decrease by 0.5% would result in a decrease in loan loss provisions by £902,739. Due to the lower more normalised inflation rates now

forecast, an increase or decrease of 0.5% in the weighted average inflation rate would have no material effect.

Used vehicle price sensitivity for our motor finance business

At the year ended 31 January 2025 and at the year ended 31 January 2024, we have assumed that used vehicle prices will remain stable

after a period when used vehicle prices increased during years ended 31 January 2022 and 31 January 2023 and then decreased during

year ended 31 January 2024. This assumption as at 31 January 2025 has been made after considering market trends and expectations

but is uncertain. If used car prices were assumed to fall by 5% instead, then this would result in an increase in loan loss provisions of

£2,767,863. If used vehicle prices were assumed to increase by 5% instead, then this would result in a decrease in loan loss provisions of

£2,767,863.

Expected loss sensitivity for our property bridging business

The PD/LGD expected loss impairment provision model calculations developed for our Aspen bridging business have been based on

extrapolating an inherently low volume sample of historic defaults and losses to reflect the current receivables and current market

conditions. If the probability of default were assessed to be 10% higher than these calculations, then this would result in an increase in

loan loss provisions of £341,574. If the probability of default were assessed to be 10% lower than these calculations, then this would result

in a decrease in loan loss provisions of £341,574.

1.14 Alternative Performance Measurements

i) Return on average capital employed before cost of funds (ROCE) is calculated as the Operating Profit divided by the average capital

employed (total equity plus Bank Overdrafts plus Borrowings less cash and cash equivalents)

ii) iGroup gearing is calculated as the sum of Bank Loans and Overdrafts less cash and cash equivalents divided by total equity. At

31 January 2025 group gearing is therefore calculated as £197,500-£5,216= £192,284/£238,079 = 80.8%. At 31 January 2024 group

gearing is calculated as £223,500+£881= £224381/£234,162 = 95.8%.

iii) Group total repayments are the total live monthly repayments, settlement proceeds and recovery collections in motor finance added

to the total amount retained from advances, customer redemptions and recovery collections in property bridging.

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D2 Notes to the Accounts CONTINUED

YEAR ENDED 31 JANUARY 2024

2. Segmental Analysis

Analyses by class of business of revenue and profit before taxation from continuing operations are stated below:

Revenue Profit before taxationYear ended Year endedYear ended Year ended 31.1.25 31.1.2431.1.2531.1.24Class of business£000£000£000£000Motor finance 91,823 98,177 16,542 28,810Property bridging finance 23,788 17,260 7,207 4,803Central costs net of central finance income – – 227 (29)Total per Group Income Statement 115,611 115,437 23,976 33,584

Analyses by class of business of assets and liabilities are stated below:

Assets LiabilitiesYear ended Year endedYear ended Year ended 31.1.25 31.1.2431.1.2531.1.24Class of business£000£000£000£000Motor finance 286,813 335,502 (135,862) (181,944)Property bridging finance 155,085 130,808 (142,215) (121,431)Central 3,158 536 71,100 70,691Total per Group Balance Sheet 445,056 466,846 (206,977) (232,684)

Depreciation of assets for motor finance was £375,000 (2024: £399,000), for property bridging finance was £16,000 (2024: £14,000) and

for central was £91,000 (2023: £97,000). Fixed asset additions for motor finance were £705,000 (2024: £218,000), for property bridging

finance were £19,000 (2024: £13,000) and for central were £2,000 (2024: £27,000).

The net finance credit for central costs was £2,992,000 (2024: £2,904,000), for motor finance was a cost of £11,901,000 (2024:

£11,018,000) and for property bridging finance was a cost of £9,209,000 (2024: £6,948,000). The tax charge for central costs was £99,000

(2024: £25,000 charge), for motor finance was a tax charge of £4,150,000 (2024: £6,967,000) and for property bridging finance was a tax

charge of £1,814,000 (2024: £1,155,000).

The significant products in motor finance are car and other vehicle loans secured under hire purchase agreements.

The significant products in property bridging finance are bridging loans secured on property.

The assets and liabilities of the Parent Company are classified as Central.

No geographical analysis is presented because all operations are situated in the United Kingdom.

3. Revenue

20252024£000£000Interest revenue and other income calculated using the effective interest method 112,673 111,378Other fee income 2,938 4,059Total revenue 115,611 115,437

4. Cost of Sales

20252024£000£000Cost of sales – motor finance 14,063 20,726Cost of sales – property bridging finance 2,321 2,095Total Cost of sales 16,384 22,821

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The Accounts

5. Impairment Charge

20252024£000£000Loan loss provisioning chargeLoan loss provisioning charge – motor finance 33,191 23,280Loan loss provisioning charge – property bridging finance 2,380 923Total impairment charge 35,571 24,203

6. Administrative Expenses

20252024£000£000Administrative expenses – motor finance 13,391 14,343Administrative expenses – property bridging 2,670 2,491Administrative expenses – central 2,765 2,933Total Administrative Expenses 18,826 19,767

7. Information Regarding Employees

GroupGroupCompanyCompany2025202420252024No.No.No.No.The monthly average number of persons employed by the Group in the year was:Motor finance 212 205 – –Property bridging finance 25 23 – –Central 11 11 11 11Total Group average number of employees 248 239 11 11

The monthly average employed by the company was 11 (2024: 11).

2025202420252024Staff costs during the year (including directors):£000£000£000£000Wages and salaries 11,348 11,184 1,377 1,407Social security costs 1,254 1,285 238 234Pension costs for defined contribution scheme 614 521 42 40Total Staff Costs 13,216 12,990 1,657 1,681

Directors’ remuneration and details of the highest paid director are disclosed in the audited section of the Directors’ Remuneration Report.

No director or current employee is a member of the small historical defined benefit pension plan the details of which are contained in note

30 of these notes to the accounts.

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D2 Notes to the Accounts CONTINUED

YEAR ENDED 31 JANUARY 2024

8. Operating Profit

20252024£000£000Operating profit from continuing operations is after charging/(crediting):Depreciation and amortisation:Owned and Right to Use assets 482 510Profit on sale of fixed assets (14) (16)Staff costs 13,216 12,990

The analysis of auditor’s remuneration is as follows:

20252024£000£000Fees payable to the Group’s auditor for the audit of the Company’s annual accounts 50 45Fees payable to the Group’s auditor for other services to the GroupThe audit of the Company’s subsidiaries 170 155Total audit fees 220 200Audit related assurance services 30 30Other services – –Total non-audit fees 30 30Total 250 230

9. Finance Costs

20252024£000£00031.5% cumulative preference dividend 141 141Lease Liabilities 20 16Bank loan and overdraft interest payable 17,957 14,905Total Finance Costs 18,118 15,062

10. Profit of Parent Company

As permitted by Section 408 of the Companies Act 2006, the profit and loss account of the Parent Company is not presented as part of

these accounts. The Parent Company’s profit for the financial year after taxation amounted to £17,028,000 (2024: £16,445,000).

11. Exceptional Item

Motor Finance Forbearance Outcomes Review

Our motor finance subsidiary Advantage was included in the FCA’s multi-firm Cost of Living Forbearance Outcomes review in 2023 and

as a result the FCA concluded that enhancements were required to Advantage’s approach to arrears management and the application

of forbearance. We have engaged external support and Advantage and the FCA have discussed and agreed the necessary steps and

Advantage have assessed whether any customers were adversely affected by its practices. We have recently completed this work and have

provided for anticipated total associated exceptional potential customer remediation costs and external support costs totalling £2.736m as

an exceptional item during the year ended 31 January 2025.

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The Accounts

12. Tax on Profit Before Taxation

20252024£000£000Continuing OperationsCorporation tax at 25.0% (2024: 24.0%) based on profit for the year 5,968 8,176Adjustment in respect of prior years (20) 165,948 8,192Deferred tax (temporary differences – origination and (reversal)) 115 (45)6,063 8,147

The actual tax charge for the current and the previous year from continuing operations varies to the standard rate for the reasons set out

in the following reconciliation.

20252024£000£000Profit on ordinary activities before tax from continuing operations 23,976 33,584Tax on profit on ordinary activities at standard rate of 25.0% (2024: 24.0%) 5,994 8,060Factors affecting charge for the period:Expenses not deductible for tax purposes 54 48Effects of other tax rates and permanent differences 35 23Prior period adjustments (20) 16Total actual amount of tax 6,063 8,147

The Finance Act 2021 confirms an increase of UK corporation tax rate from 19% to 25% with effect from 1 April 2023 and this was

substantively enacted by the statement of financial position date and therefore included in these financial statements.

13. Dividends

20252024£000£0002nd Interim dividend paid for the year ended 31/1/2024 – 35.0p per Ordinary share (38.0p) 4,253 4,617Final dividend paid for the year ended 31/1/2024 – 50.0p per Ordinary share (60.0p) 6,075 7,2901st Interim dividend paid for the year ended 31/1/2025 – 30.0p per Ordinary share (35.0p) 3,645 4,253Total ordinary dividends paid 13,973 16,1606% cumulative preference dividend paid March and September 12 12Credit for unpresented dividend payments over 12 years old (22) (18)Total dividends paid 13,963 16,154

A second interim dividend of 30.0p per ordinary share for the year ended 31 January 2025 was paid on 7 March 2025 totalling £3.6m

and the directors are proposing a final dividend for the year ended 31 January 2025 of 40p per ordinary share totalling £4.9m. The

final dividend will be paid on 25 July 2025 to shareholders on the register at close of business on 4 July 2025 subject to approval by

shareholders at the Annual General Meeting on Wednesday 18 June 2025.

14. Earnings Per Ordinary Share

The calculation of earnings per ordinary share (“EPS”) from continuing operations is based on profit after tax of £17,913,000

(2024: £25,437,000).

The number of shares used in the Basic EPS calculation is the weighted average number of shares in issue during the year of 12,150,760

(2024: 12,150,760). There are a total of nil dilutive share options in issue (2024: nil) and taking into account the appropriate proportion of

these dilutive options the number of shares used in the Diluted EPS calculation is 12,150,760 (2024: 12,150,760).

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D2 Notes to the Accounts CONTINUED

YEAR ENDED 31 JANUARY 2024

15. Property, Plant and Equipment

Land andMotor Fixtures andRight to buildingsvehicles Fittings UseTotalGroup£000£000£000£000£000Cost At 1 February 2023 1,886 381 1,796 885 4,948Additions 15 63 187 – 265Disposals (4) (122) (110) (56) (292)At 31 January 2024 1,897 322 1,873 829 4,921Additions 547 35 101 43 726Disposals – (63) (90) – (153)At 31 January 2025 2,444 294 1,884 872 5,494Accumulated depreciationAt 1 February 2023 505 177 1,323 327 2,332Charge for the year 108 53 173 176 510Eliminated on disposals (3) (68) (104) (56) (231)At 31 January 2024 610 162 1,392 447 2,611Charge for the year 109 43 167 163 482Eliminated on disposals – (39) (87) – (126)At 31 January 2025 719 166 1,472 610 2,967Net book valueAt 31 January 2025 1,725 128 412 262 2,527At 31 January 2024 1,287 160 481 382 2,310

Included in the above is land at a cost of £22,000 (2024: £22,000) which is not depreciated.

Included in Right to Use assets above, are leases now capitalised under IFRS16 which are depreciated over the normal term of the lease.

The total cash outflow for these leases during the year to 31.1.25 was £192,000 (2024: £178,000 ).

Land andMotor Fixtures andRight toBuildingsvehiclesFittings UseTotalCompany£000£000£000£000£000Cost At 1 February 2023 42 53 269 343 707Additions – – 27 – 27Disposals – – – – –At 31 January 2024 42 53 296 343 734Additions – – 2 – 2Disposals – – – – –At 31 January 2025 42 53 298 343 736Accumulated depreciationAt 1 February 2023 12 33 204 12 261Charge for the year 1 5 23 68 97Eliminated on disposals – – – – –At 31 January 2024 13 38 227 80 358Charge for the year – 4 18 69 91Eliminated on disposals – – – – –At 31 January 2025 13 42 245 149 449Net book valueAt 31 January 2025 29 11 53 194 287At 31 January 2024 29 15 69 263 376

Included in the above is land at cost of £22,000 (2024: £22,000) which is not depreciated.

The only asset included in Right to Use assets above is a lease of S&U and Aspen Solihull office premises which is now capitalised under

IFRS16 which is depreciated over the normal term of the lease. The total cash outflow for this lease during the year to 31.1.25 was £88,000

(2024: £66,000).

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The Accounts

16. Investments and Related Party Transactions

20252024Company£000£000Shares in subsidiary companiesAt historical cost less impairment 1 1

Interests in subsidiaries

The principal subsidiaries of the Company, which are wholly owned directly by the Company, operate in Great Britain and are incorporated

in England and Wales.

Subsidiary and Registered Number Principal activity

Advantage Finance Limited (03773673) Motor finance

Aspen Bridging Limited (10270026) Property bridging finance

The following are wholly owned dormant subsidiaries of the group which take advantage of exemptions provided under s394a and s448a

and do not prepare, file or have audited individual company accounts;

Advantage Motor Finance Limited (03773678), Advantage4u Limited (06691669), Advantage Direct Finance Limited (07037684),

Advantage Partner Finance Limited (07036720), Advantage Asset Finance Limited (06691598), S&U Stores Limited (00448884) and Cash

Kangaroo Limited (08435795).

All dormant subsidiaries are directly owned by S&U plc with the exception of Advantage Motor Finance Limited which is indirectly wholly

owned via Advantage Finance Limited.

All companies in the Group have their registered office at 2 Stratford Court, Cranmore Boulevard, Solihull B90 4QT.

Related party transactions

Group

Transactions between the Company and its subsidiaries, which are related parties have been eliminated on consolidation and are not

disclosed in this note. Transactions with the Company’s pension scheme are disclosed in note 28. During the year the Group made

charitable donations amounting to £60,000 (2024: £117,500) via the Keith Coombs Trust which is a related party because Messrs

GDC Coombs, AMV Coombs and CH Redford are trustees. The amount owed to the Keith Coombs Trust at the year-end was £nil

(2024: £20,000). During the year the Group obtained supplies at market rates amounting to £4,544 (2024: £4,110) from Grevayne

Properties Limited a Company which is a related party because Messrs G D C and A M V Coombs are directors and shareholders. All related

party transactions were settled in full when due.

Company

The Company received dividends from other Group undertakings totalling £16,900,000 (2024: £16,500,000). During the year the

Company recharged other Group undertakings for various administrative expenses incurred on their behalf. The Company also

received administrative cost recharges from other Group undertakings. At 31 January 2025 the Company was owed £270,408,115

(2024: £295,926,496) by other Group undertakings as part of an intercompany loan facility and owed £217,119 to S&U Stores Limited,

a dormant group company (2024: £217,119). All related party transactions were settled in full when due. Key management personnel

compensation is disclosed on page 36 in the Directors Remuneration Report.

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D2 Notes to the Accounts CONTINUED

YEAR ENDED 31 JANUARY 2024

17. Amounts Receivable from Customers

Group20252024£000£000Motor finance hire purchase 401,792 437,181Less: Loan loss provision motor finance (118,166) (104,685)Amounts receivable from customers motor finance 283,626 332,496Property bridging finance loans 155,083 132,746Less: Loan loss provision property bridging finance (2,863) (2,304)Amounts receivable from customers property bridging finance 152,220 130,442Amounts receivable from customers total 435,846 462,938Analysis by future date due– Due within one year 232,330 220,953– Due in more than one year 203,516 241,985Amounts receivable from customers 435,846 462,938Analysis of securityLoans secured on vehicles under hire purchase agreements 277,831 327,485Loans secured on property 152,220 130,442Other loans not secured (motor finance where security no longer present) 5,795 5,011Amounts receivable from customers 435,846 462,938Analysis of not impaired and impairedNot impairedNeither past due nor impaired 355,566 395,047Past due up to 3 months but not impaired – –Past due over 3 months but not impaired – –ImpairedPast due up to 3 months 46,865 48,986Past due over 3 months and up to 6 months 13,412 9,070Past due over 6 months or default 20,003 9,835Amounts receivable from customers 435,846 462,938

The credit risk inherent in amounts receivable from customers is reviewed as per note 1.5 and under this review the credit quality of assets

which are neither past due nor impaired was considered to be good with the exception of 1,727 vulnerable customers who although not

in arrears at 31.1.25 were assessed from a review of internal data to have a significant increase in credit risk (2024: 881). Under IFRS9

therefore these customers although not in arrears are included in stage 2 at 31.1.25 with an increased impairment provision.

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The Accounts

17. Amounts Receivable from Customers CONTINUED

Analysis of loan loss provision and amounts receivable from customers (capital)

Stage 1:Stage 2:Stage 3:Subject to 12 Subject to Subject to months ECL lifetime ECL lifetime ECL Total As at 31 January 2025£’000£’000£’000£’000Amounts receivable (capital)Motor finance 221,442 9,811 170,539 401,792Property bridging finance 141,476 – 13,607 155,083Total 362,918 9,811 184,146 556,875Loan loss provisionsMotor finance (13,258) (2,904) (102,004) (118,166)Property bridging finance (1,001) – (1,862) (2,863)Total (14,259) (2,904) (103,866) (121,029)Amounts receivable (net)Motor finance 208,184 6,907 68,535 283,626Property bridging finance 140,475 – 11,745 152,220Total 348,659 6,907 80,280 435,846Stage 1:Stage 2:Stage 3:Subject to 12 Subject to Subject to months ECL lifetime ECL lifetime ECL Total As at 31 January 2024£’000£’000£’000£’000Amounts receivable (capital)Motor finance 291,566 5,125 140,490 437,181Property bridging finance 121,908 – 10,838 132,746Total 413,474 5,125 151,328 569,927Loan loss provisionsMotor finance (21,315) (1,323) (82,047) (104,685)Property bridging finance (914) – (1,390) (2,304)Total (22,229) (1,323) (83,437) (106,989)Amounts receivable (net)Motor finance 270,251 3,802 58,443 332,496Property bridging finance 120,994 – 9,448 130,442Total 391,245 3,802 67,891 462,938

Collateral held

Motor finance – except for loans valued at £5.795m (2024: £5.011m), where we are aware the security is no longer present, security is

held on a used vehicle for each hire purchase motor finance agreement. As stated in note 1.13 above, valuing these used vehicles secured

under our hire purchase agreements is uncertain as the condition and mileage of the used vehicle are unknown. We estimate the trade

value of collateral held at 31.1.25 for motor finance loans currently in stage 3 was £82.4m (2024: £68.8m) – these estimated values are

stated before taking into account recovery and disposal costs.

Property bridging finance – the estimated value of first charge secured properties held under our bridging loan facility agreements at

31.1.25 is £246.3m (2024: £199.6m). This includes £16.7m estimated value of properties secured which is held for loan agreements

currently in Stage 3 (2024: £15.3m).

Advances in both our motor finance business and our property bridging business are only made with collateral security and this is

important in both these markets for the collectability of these loans – there have been no significant changes in the quality of collateral

held during the year.

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D2 Notes to the Accounts CONTINUED

YEAR ENDED 31 JANUARY 2024

17. Amounts Receivable from Customers CONTINUED

Stage 1:Stage 2:Stage 3:Subject to 12 Subject to Subject to Total months ECL lifetime ECL lifetime ECL Provision Loan loss provisions£’000£’000£’000£’000At 1 February 2023 27,756 662 69,605 98,023Net transfers and changes in credit risk (14,755) 565 12,331 (1,859)New loans originated 11,863 354 13,845 26,062Total impairment charge to income statement (2,892) 919 26,176 24,203Amounts netted off revenue for stage 3 assets – – 9,162 9,162Utilised provision on write-offs (2,635) (258) (21,506) (24,399)At 31 January 2024 22,229 1,323 83,437 106,989Net transfers and changes in credit risk (11,286) 1,434 26,699 16,847New loans originated 5,204 642 12,878 18,724Total impairment charge to income statement (6,082) 2,076 39,577 35,571Amounts netted off revenue for stage 3 assets – – 15,614 15,614Utilised provision on write-offs (1,888) (495) (34,762) (37,145)At 31 January 2025 14,259 2,904 103,866 121,029

There were no significant changes in the capital carrying value of amounts receivable from customers this year which contributed to

changes in the loan loss provisions other than growth in new loans originated.

18. Other Receivables and Prepayments

Group Company2025202420252024£000£000£000£000Amounts owed by subsidiary undertakings – – 270,191 295,709Other debtors 22 52 – 10Prepayments and accrued income 1,405 1,390 179 991,427 1,442 270,370 295,818

The amounts owed by subsidiary undertakings in the Company’s balance sheet are stated net of nil impairment and, other than £90.5m

of intercompany receivables from Advantage Finance Limited (2024: £125.0m) and £107.0m of intercompany receivables from Aspen

Bridging Limited (2024: £98.5m), which are due after more than one year, the amounts owed by subsidiary undertakings have no fixed

maturity date. Under IFRS7, there are no amounts included in other receivables and prepayments which are past due but not impaired

and no amounts which are impaired or have a significant increase in credit risk. The carrying value of trade and other receivables is not

materially different to their fair value.

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The Accounts

19. Borrowings Including Bank Overdrafts and Loans

Group Company2025202420252024£000£000£000£000Bank overdrafts and loans – due within one year – 881 – –Bank and other loans – due in more than one year 197,500 223,500 197,500 223,500197,500 224,381 197,500 223,500

The carrying value of bank overdrafts and loans is not materially different to the fair value.

S&U plc had the following overdraft facilities available at 31 January 2025:

– a facility for £5 million (2024: £5m) which is subject to annual review in June 2025.

– a facility for £2 million (2024: £2m) which has no annual review date.

Total drawdowns of these overdraft facilities at 31 January 2025 were £nil (2024: £880,564).

S&U plc had the following revolving credit facilities available at 31 January 2025:

– a facility for £230 million (2024: £230m) which is due for repayment in May 2027.

At 31 January 2024 S&U plc had revolving credit facilities of £230m which was due for repayment in May 2026.

S&U plc had the following term loan facilities available at 31 January 2024 and 31 January 2025:

– a facility for £50 million (2024: £50m) - £25m of which is due for repayment in March 2028 and £25m is due for repayment in

March 2024. All the bank overdrafts facilities, revolving credit facilities and term loan facilities mentioned above incur interest at a

variable rate.

The bank overdraft and loans are secured under a multilateral guarantee provided by S&U plc and its operating subsidiaries Advantage

Finance Ltd and Aspen Bridging Ltd.

The Company is part of the Group overdraft facility and at 31 January 2025 was £nil overdrawn (2024: £nil overdrawn). A maturity analysis

of the above borrowings is given in note 25.

20. Trade and Other Payables

Group Company2025202420252024£000£000£000£000Trade creditors 1,139 920 136 63Other creditors including commissions and remuneration payable 2,156 3,977 538 6073,295 4,897 674 670

The carrying value of trade and other payables is not materially different to the fair value.

21. Provisions For Liabilities and Charges

Group Company2025202420252024£000£000£000£000At 1 February 2024 – – – –Charge to income statement 2,736 – – –Utilised (464) – – –At 31 January 2025 2,272 – – –

Our motor finance subsidiary Advantage was included in the FCA’s multi-firm Cost of Living Forbearance Outcomes review in 2023 and

as a result the FCA concluded that enhancements were required to Advantage’s approach to arrears management and the application

of forbearance. We have engaged external support and Advantage and the FCA have discussed and agreed the necessary steps and

Advantage have assessed whether any customers were adversely affected by its practices. We have recently completed this work and have

provided for anticipated associated exceptional potential customer remediation costs and external support costs totalling £2.736m (see

also note 11) of which £0.464m has so far been incurred leaving a provision of £2.272m carried forward at 31 January 2025.

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D2 Notes to the Accounts CONTINUED

YEAR ENDED 31 JANUARY 2024

22. Deferred Tax

Accelerated Shadow tax SharedepreciationOptionsTotal Group£000£000£000At 1 February 2023 (109) 219 110Credit/(debit) to income (4) 49 45At 31 January 2024 (113) 268 155Debit to income – (115) (115)At 31 January 2025 (113) 153 40CompanyAt 1 February 2023 (7) 22 15Credit to income 4 11 15At 31 January 2024 (3) 33 30Credit/(debit) to income 1 (16) (15)At 31 January 2025 (2) 17 15

Shadow share options are long term share based incentive instruments which will be settled in cash when exercised based on future share

price and require achieving certain performance targets and are subject to continued employment conditions.

The Finance Act 2021 confirms an increase of UK corporation tax rate from 19% to 25% with effect from 1 April 2023 and this was

substantively enacted by the statement of financial position date and therefore included in these financial statements.

23. Called Up Share Capital and Preference Shares

20252024£000£000Called up, allotted and fully paid12,150,760 Ordinary shares of 12.5p each (2024: 12,150,760) 1,519 1,519200,000 6.0% Cumulative preference shares of £1 each 200 200Called up share capital 1,719 1,719

The 6.0% cumulative preference shares enable the holder to receive a cumulative preferential dividend at the rate of 6.0% on paid up

capital and the right to a return of capital plus a premium of 10p per share at either a winding up or a repayment of capital. The 6.0%

cumulative preference shares do not carry voting rights so long as the dividends are not in arrears.

24. Financial Liabilities

20252024Preference Share Capital£000£000Called up, allotted and fully paid3,598,506 31.5% Cumulative preference shares of 12.5p each (2024: 3,598,506) 450 450

The 31.5% cumulative preference shares entitle the holder to receive a cumulative preference dividend of 31.5% plus associated tax credit

and the right to a return of twice the capital (2 lots of 12.5p) plus a premium of 22.5p per share on either a winding up or a repayment

of capital. The rights of the holders of these shares to dividends and returns of capital are subordinated to those of the holders of the

6.0% cumulative preference shares. The 31.5% cumulative preference shares do not carry voting rights so long as the dividends are not in

arrears.

Stock Code: SUS ― www.suplc.co.ukStock Code: SUS ― www.suplc.co.uk 81

The Accounts

25. Financial Instruments

The Group and the Company’s principal financial instruments are amounts receivable from customers, cash, preference share capital, bank

overdrafts and bank loans.

The Group and the Company’s business objectives rely on maintaining a well spread customer base of carefully controlled quality by

applying strong emphasis on good credit management, both through strict lending criteria at the time of underwriting a new credit facility

and continuous monitoring of the collection process. The motor finance hire purchase debts are secured by the financed vehicle. All

financial assets are held at amortised cost.

As at 31 January 2025 the Group’s indebtedness amounted to £197,500,000 (2024: £224,381,000) and the Company’s indebtedness

amounted to £197,500,000 (2024: £223,415,000). The Group gearing was 80.8% (2024: 98.5%), being calculated as borrowings net of cash

as a percentage of total equity. The Board is of the view that the gearing level remains conservative, especially for a lending organisation.

The tables below on pages 83 and 84 analyses the Group and Company assets and liabilities into relevant maturity groupings based on the

remaining period at the balance sheet date (to contractual maturity).

S&U plc has unused committed borrowing facilities at 31 January 2025 of £82.5m (2024: £56.5m). The preference share capital financial

liability of £450,000 has no maturity date and is classified as more than five years.

The average effective interest rate on financial assets of the Group at 31 January 2025 was estimated to be 23% (2024: 26%). The average

effective interest rate of financial liabilities of the Group at 31 January 2025 was estimated to be 8% (2024: 8%). The average effective

interest rate on financial liabilities of the Company at 31 January 2025 was estimated to be 8% (2024: 8%).

Currency and credit risk

The Group has no material exposure to foreign currency risk. The credit risk inherent in amounts receivable from customers is reviewed

under impairment as per note 1.4. It should be noted that the credit risk at the individual customer level is limited by strict adherence to

credit control rules which are regularly reviewed. The credit risk is also mitigated in the motor finance segment of our business by ensuring

that the valuation of the security at origination of the loan is within glasses guide and cap limits. The credit risk is also mitigated in the

bridging property finance segment of our business by ensuring that the valuation of the security at origination of the loan is rigorously

assessed and is within loan to value limits. As confirmation required under IFRS 8, no individual customer contributes more than 10%

of the revenue for the Group. Group trade and other receivables and cash are considered to have no material credit risk as all material

balances are due from highly rated banking counterparties.

Interest rate risk

The Group’s activities expose it to the financial risks of changes in interest rates and the Group uses interest rate derivative contracts where

appropriate to hedge these exposures in bank borrowings. There are no interest rate derivative contracts held at 31 January 2025 (2024:

none held). There is considered to be no material interest rate risk in cash, trade and other receivables, preference shares and trade and

other payables.

The sensitivity analyses below have been determined based on the exposure to interest rates at the balance sheet date. The Group has

low gearing for its sector and the directors consider a 1% and a 2% movement in interest rates to reflect the UK interest rate environment

and to be appropriate for sensitivity analyses. For floating rate liabilities, the analysis is prepared assuming the liability outstanding at the

balance sheet date was outstanding for the whole year.

If interest rates had been 1% higher/lower and all other variables were held constant, the Group’s;

• profit for the year ended 31 January 2025 would decrease/increase by £1.5 million (2024: decrease/increase by £1.6million). This is

mainly attributable to the Group’s exposure on its variable rate borrowings.

• total equity would decrease/increase by £1.5million (2024: decrease/increase by £1.6million). This is mainly attributable to the Group’s

exposure on its variable rate borrowings.

If interest rates had been 2% higher/lower and all other variables were held constant, the Group’s;

• profit for the year ended 31 January 2025 would decrease/increase by £3.0million (2024: decrease/increase by £3.2million). This is

mainly attributable to the Group’s exposure on its variable rate borrowings.

• total equity would decrease/increase by £3.0million (2024: decrease/increase by £3.2million). This is mainly attributable to the Group’s

exposure on its variable rate borrowings.

S&U Plc Annual Report and Accounts 2025S&U Plc Annual Report and Accounts 20258282

D2 Notes to the Accounts CONTINUED

YEAR ENDED 31 JANUARY 2024

25. Financial Instruments CONTINUED

Capital risk management

The Board of Directors assess the capital needs of the Group on an ongoing basis and approve all material capital transactions. The Group’s

objective in respect of capital risk management is to maintain a conservative “Group Gearing” level with respect to market conditions,

whilst taking account of business growth opportunities in a capital efficient manner. “Group Gearing” is calculated as the sum of Bank

Overdrafts plus Bank Loans less Cash and Cash Equivalents divided by Total Equity. At 31 January 2025 the Group gearing level was 80.8%

(2024: 98.5%) which the directors consider to have met their objective.

Although Advantage have not sold insurance products in recent years, they are required to hold a regulatory minimum capital figure of

£5000 in this regard. Throughout the year this Company has maintained a capital base greater than this requirement.

Fair values of financial assets and liabilities

The fair values of amounts receivable from customers, bank loans and overdrafts and other assets and liabilities with the exception of the

junior preference share capital are considered to be not materially different from their book values. The junior preference share capital

classified as a financial liability is estimated to have a fair value of £1.9m (2024: £1.9m) but is considered more appropriate under IFRS

to be included in the balance sheet at amortised cost. Fair values which are recognised or disclosed in these financial statements are

determined in whole or in part using a valuation technique based on assumptions that are supported by prices from observable current

market transactions in the same instrument (i.e. without modification or repackaging) and based on available observable market data. The

fair value hierarchy is derived from Level 2 inputs in accordance with IFRS13.

Liquidity risk

The Group’s liquidity risk is shown in the following tables which measure the cumulative liquidity gap. Management review and manage

the maturity of borrowing facilities appropriately. Most of the Group’s financial assets are repayable anyway within two years which

together with net gearing of around 80.8% results in a positive liquidity position.

More than More than1 year but 2 years but not more not more No fixed Less than than than More than maturity Group1 year2 years5 years5 yearsdateTotalAt 31 January 2025£’000£’000£’000£’000£’000£’000Financial assets 232,330 64,673 138,843 – – 435,846Other assets – – – – 3,994 3,994Cash at bank and in hand 5,216 – – – – 5,216Total assets 237,546 64,673 138,843 – 3,994 445,056Shareholders’ funds – – – – (238,079) (238,079)Bank overdrafts and loans – – (197,500) – – (197,500)Lease liabilities (109) (92) (91) – – (292)Financial liabilities – – – (450) – (450)Other liabilities – – – – (8,735) (8,735)Total liabilities and shareholders’ funds (109) (92) (197,591) (450) (246,814) (445,056)Cumulative gap 237,437 302,018 243,270 242,820 – –

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The Accounts

25. Financial Instruments CONTINUED

More than More than 1 year but 2 years but not more not more No fixed Less than than than More than maturityGroup1 year2 years5 years5 yearsdateTotalAt 31 January 2024£’000£’000£’000£’000£’000£’000Financial assets 220,953 71,353 170,632 – – 462,938Other assets – – – – 3,907 3,907Cash at bank and in hand 1 – – – – 1Total assets 220,954 71,353 170,632 – 3,907 466,846Shareholders’ funds – – – – (234,162) (234,162)Bank overdrafts and loans (881) – (198,500) (25,000) – (224,381)Lease liabilities (170) (102) (149) – – (421)Financial liabilities – – – (450) – (450)Other liabilities – – – – (7,432) (7,432)Total liabilities and shareholders’ funds (1,051) (102) (198,649) (25,450) (241,594) (466,846)Cumulative gap 219,903 291,154 263,137 237,687 – –

More than More than 2 years but 1 year but not more No fixed Less than not more thanMore than maturityCompany1 yearthan 2 years5 years5 yearsdateTotalAt 31 January 2025£’000£’000£’000£’000£’000£’000Other assets – – 197,500 – 73,173 270,673Cash at bank and in hand 2,691 – – – – 2,691Total assets 2,691 – 197,500 – 73,173 273,364Shareholders’ funds – – – – (74,041) (74,041)Bank overdrafts and loans – – (197,500) – – (197,500)Financial liabilities – – – (450) – (450)Lease liabilities (76) (81) (63) – – (220)Other liabilities – – – – (1,153) (1,153)Total liabilities and shareholders’ funds (76) (81) (197,563) (450) (75,194) (273,364)Cumulative gap 2,615 2,534 2,471 2,021 – –

More than More than 1 year but 2 years but not more not more No fixed Less than thanthan More than maturityCompany1 year 2 years5 years5 yearsdateTotalAt 31 January 2024£’000£’000£’000£’000£’000£’000Other assets – – 198,500 25,000 72,725 296,225Cash at bank and in hand 85 – – – – 85Total assets 85 – 198,500 25,000 72,725 296,310Shareholders’ funds – – – – (71,009) (71,009)Bank overdrafts and loans – – (198,500) (25,000) – (223,500)Financial liabilities – – – (450) – (450)Lease liabilities (72) (76) (144) – – (292)Other liabilities – – – – (1,059) (1,059)Total liabilities and shareholders’ funds (72) (76) (198,644) (25,450) (72,068) (296,310)Cumulative gap 13 (63) (207) (657) – –

S&U Plc Annual Report and Accounts 2025S&U Plc Annual Report and Accounts 20258484

D2 Notes to the Accounts CONTINUED

YEAR ENDED 31 JANUARY 2024

25. Financial Instruments CONTINUED

The cash flows payable under financial liabilities are analysed as follows:

More than More than 1 year but 2 years but not more not more Repayable on Less than than than More than GroupDemand1 year2 years5 years5 yearsTotalAt 31 January 2025£’000£’000£’000£’000£’000£’000Bank overdrafts and loans – – – – – –Trade and other payables – 3,295 – – – 3,295Tax liabilities – 1,695 – – – 1,695Provisions for liabilities and charges – 2,272 , , , 2,272Accruals and deferred income – 1,473 – – – 1,473Borrowings – – – 197,500 – 197,500Lease liabilities – 109 92 91 – 292Financial liabilities – – – – 450 450At 31 January 2025 – 8,844 92 197,591 450 206,977

More than More than 1 year but 2 years but not more not more Repayable on Less than than than More than GroupDemand1 year2 years5 years5 yearsTotalAt 31 January 2024£’000£’000£’000£’000£’000£’000Bank overdrafts and loans 881 – – – – 881Trade and other payables – 4,897 – – – 4,897Tax liabilities – 564 – – – 564Accruals and deferred income – 1,971 – – – 1,971Borrowings – – – 198,500 25,000 223,500Lease liabilities – 170 102 149 – 421Financial liabilities – – – – 450 450At 31 January 2024 881 7,602 102 198,649 25,450 232,684

More than More than 1 year but 2 years but not more not more Repayable on Less than than than More than CompanyDemand1 year2 years5 years5 yearsTotalAt 31 January 2025£’000£’000£’000£’000£’000£’000Bank overdrafts and loans – – – – – –Trade and other payables – 674 – – – 674Tax liabilities – 127 – – – 127Accruals and deferred income – 352 – – – 352Borrowings – – – 197,500 – 197,500Lease liabilities – 76 81 63 – 220Financial liabilities – – – – 450 450At 31 January 2025 – 1,229 81 197,563 450 199,323

Stock Code: SUS ― www.suplc.co.ukStock Code: SUS ― www.suplc.co.uk 85

The Accounts

25. Financial Instruments CONTINUED

More than More than 1 year but 2 years but not more not more Repayable on Less than than than More than CompanyDemand1 year2 years5 years5 yearsTotalAt 31 January 2024£’000£’000£’000£’000£’000£’000Bank overdrafts and loans – – – – – –Trade and other payables – 670 – – – 670Tax liabilities – 100 – – – 100Accruals and deferred income – 289 – – – 289Borrowings – – – 198,500 25,000 223,500Lease liabilities – 72 76 144 – 292Financial liabilities – – – – 450 450At 31 January 2024 – 1,131 76 198,644 25,450 225,301

26. Reconciliation of Operating Profit to Net Cash from Operating Activities

GroupGroupCompanyCompany2025202420252024£000£000£000£000Operating Profit 44,830 48,646 14,135 13,566Tax paid (4,817) (8,515) (57) (9)Exceptional item (2,736) – – –Depreciation on plant, property and equipment 482 510 91 97Profit on disposal of plant, property and equipment (14) (16) – –Decrease/(increase) in amounts receivable from customers 27,092 (42,228) – –Decrease/(increase) in other receivables and prepayments 15 159 25,448 (27,985)(Decrease)/increase in trade and other payables (1,602) 295 4 (51)(Decrease)/increase in accruals (498) 709 63 74Increase in provisions for other liabilities and charges 2,272 – – –Movement in retirement benefit asset/obligations (33) (6) (33) (6)Net cash generated by/(used in) operating activities 64,991 (446) 39,651 (14,314)

27. Financial Commitments

Capital commitments

At 31 January 2025 the Group had £nil capital commitments contracted but not provided for (2024: £nil). At 31 January 2025, the

Company had no capital commitments contracted but not provided for (2024: £nil).

28. Contingent Liabilities

On 25 October 2024 the Court of Appeal passed a ruling in the cases of Hopcraft, Wrench and Johnson which affected the payment of

motor finance commissions by two motor finance lenders in circumstances where informed and explicit consent had not been obtained.

The Court of Appeal ruled in favour of the claimants although the two lenders have appealed this ruling to the UK Supreme Court, who

heard their appeal in April 2025 and plan to announce their own ruling by July 2025.

Our own subsidiary company Advantage Finance offers motor finance mainly through independent credit broker intermediaries rather

than more directly with dealers. From the period January 2013 to October 2024 only about 10% of transactions were written via dealers

acting as credit brokers, upon which £6m of commission was paid.

Due to different fact patterns between Advantage’s process and the 3 cases which were considered by the Court of Appeal and which

are now being considered by the UK Supreme Court and also due to the acknowledged inherent lack of consumer harm in fixed fee

commission models of the sort operated by Advantage, management consider that a liability arising is possible but this is not probable.

The Group has assessed the requirement for a provision and as at 31 January 2025 no amounts have been recognised. At this point it is

also not practicable to reliably estimate the financial effect of any redress payout given the uncertainties over the amount, timing and

success of any claims.

S&U Plc Annual Report and Accounts 2025S&U Plc Annual Report and Accounts 20258686

D2 Notes to the Accounts CONTINUED

YEAR ENDED 31 JANUARY 2024

28. Contingent Liabilities CONTINUED

In summary, this UK Supreme Court ruling arising from the appeal hearing in April 2025 is unknown and uncertain.

Please note that Advantage Finance have never used discretionary commission arrangements and so there is no contingent liability or

provision recorded for the FCA review into historic discretionary commissions as paid by some lenders in the motor finance sector.

The Company has entered into cross-guarantee arrangements with respect to the bank overdrafts of certain of its subsidiaries. The

maximum exposure under this arrangement at 31 January 2025 was £13,721 (2024: £2,253,817).

29. Share Based Payments

The Company operates a Long-Term Incentive Plan (LTIP 2021), which was approved by the AGM in May 2021. LTIP 2021 allows shadow

share options which can only be cash settled and therefore do not dilute current shareholders. Vesting of these shadow share option

awards is subject to performance conditions over a performance period of at least a year and the awards can normally be exercised for the

period between 3 years and 6 years from the date of grant of the award subject also to standard leaver and malus and clawback provisions

contained in the rules of the LTIP 2021 plan.

The Group recognised total share-based payment expenses for LTIP 2021 of £145,154 in the year to 31 January 2025 (2024: £631,936). At

31 January 2025 the creditor for LTIP 2021 shadow share options amounted to £750,566 (31.1.24: £1,368,768).

30. Retirement Benefit Obligations

The Company operates a defined benefit scheme in the UK. The plan is funded by payment of contributions to a separate trustee

administered fund. The pension cost relating to the scheme is assessed in accordance with the advice of a qualified independent actuary

using the attained age method. The last formal valuation was at 31 March 2022. At that valuation it was assumed that the appropriate post

retirement discount rate was 1.95% and pension increases would be 3.6% per annum. The valuation results have been updated on the

advice of a qualified actuary to take account of the requirements of IAS19 in order to assess the liabilities of the scheme as at 31 January

2025. The last actuarial valuation highlighted that the scheme was in surplus on an ongoing basis with the value of assets being sufficient

to cover the actuarial value of accrued liabilities. No contributions are therefore being paid to the scheme at the present time and the

estimated amount of contributions expected to be paid into the scheme during the year to 31 January 2026 is £nil.

The scheme is run by Trustees who are responsible for the affairs of the scheme. Trustees during the year were Mr GDC Coombs and Mr

CH Redford who were also directors of S&U plc during the year. The scheme is closed to new members. The Trustees discuss the affairs of

the scheme and deal with discretionary matters regarding benefits. The trustees have employed Barclays Wealth as investment managers.

S&U plc has power, under the Trust Deed and Rules which govern the operation of the Fund, to remove Trustees from office, to accept

their resignations, and to appoint new or additional Trustees. The directors of S&U plc consider all these arrangements to be appropriate,

having noted that the scheme has been closed to new members for over 40 years, the scheme continues to have a significant surplus and

the scheme’s defined benefit obligations are not material in the context of the group.

Disclosures made in accordance with IAS 19

A full actuarial valuation was carried out at 31 March 2022 and updated to 31 January 2025 by a qualified independent actuary.

The valuation method used was the projected unit method. The major assumptions used by the actuary were (in nominal terms):

At year endAt year end31 January 31 January 20252024Rate of increase in salariesPension increases: Na NaPre-97 Pension 0.0% 0.0%Post 97 Pension 3.5% 3.3%Discount rate 5.2% 4.7%

Mortality assumption for 31 January 2025 comes from the S3PA tables with CMI-2023 1.25% long term trend and for 31 January 2024

mortality assumption was from the S3PA tables with CMI-2022 1.25% long term trend.

Stock Code: SUS ― www.suplc.co.ukStock Code: SUS ― www.suplc.co.uk 87

The Accounts

30. Retirement Benefit Obligations CONTINUED

The analysis of the scheme assets and the expected rate of return at the balance sheet date were as follows:

Proportion Proportion held atheld at31 January 31 January 20252024£000£000Equities 57% 51%Bonds 28% 33%Cash/Other 15% 16%Total market value of assets 100% 100%

The amount included in the balance sheet arising from the Group’s obligations in respect of its defined benefit schemes is as follows:

Jan 25Jan 24£000 £000 Fair value of plan assets 1,125 1,070Present value of defined benefit obligations (333) (348)Surplus before restriction 792 722Restriction on Surplus (792) (722)Pension asset 0 0

The pension asset has a large surplus before restriction and so is unlikely to be affected by normal variances in actuarial assumptions and

so no actuarial assumption sensitivity analysis is provided.

The amount recognised in the income statements during the year

Jan 25Jan 24£000 £000 Current service cost – –Past service cost 2 26Interest on obligation 15 14Expected return on plan assets (50) (46)Expense recognised in the income statement (33) (6)Opening net (asset) – –Expense (33) (6)Contributions paid – –Actuarial loss 33 6Closing net (asset) 0 0

The expense credit in both years is shown within administrative expenses.

S&U Plc Annual Report and Accounts 2025S&U Plc Annual Report and Accounts 20258888

D2 Notes to the Accounts CONTINUED

YEAR ENDED 31 JANUARY 2024

30. Retirement Benefit Obligations CONTINUED

Jan 25Jan 24Movement in present value of obligation £000 £000 Present value of obligation at 1 February 348 342Interest cost 15 14Current service cost – –Past service cost 2 26Benefits paid (40) (39)Actuarial (gain)/loss on obligation – assumptions (9) (11)Actuarial (gain)/loss on obligation – experience 17 16Present value of obligation at 31 January 333 348Experience adjustment on scheme liabilities Actuarial (gain)/loss as percentage of scheme liabilities 2% 1%Movement in fair value of plan assetsFair value of plan assets at 1 February 1,070 1,092Expected return on plan assets 50 46Contributions – –Benefits paid (40) (39)Actuarial gain/(loss) on plan assets 45 (29)Fair value of plan assets at 31 January 1,125 1,070The fair value of plan assets other than cash is based on quoted market prices.Experience adjustment on assets Actuarial gain/(loss) as percentage of scheme assets 4% (3%)

Stock Code: SUS ― www.suplc.co.ukStock Code: SUS ― www.suplc.co.uk 89

The Accounts

2021

£000

2022

£000

2023

£000

2024

£000

2025

£000

Continuing Operations Only

Revenue 83,761 87,889 102,714 115,437 115,611

Cost of Sales (14,264) 18,771) (23,676) (22,821) (16,384)

Impairment (36,705) (4,120) (13,877) (24,203) (35,571)

Administrative Expenses (11,096) (14,208) (16,256) (19,767) (18,826)

Operating profit 21,696 50,790 48,905 48,646 44,830

Finance Costs (net) (3,568) (3,772) (7,495) (15,062) (18,118)

Profit before taxation before exceptional item 18,128 47,018 41,410 33,584 26,712

Exceptional Item – – – – (2,736)

Profit before taxation 18,128 47,018 41,410 33,584 23,976

Taxation (3,482) (9,036) (7,692) (8,147) (6,063)

Profit for the year 14,646 37,982 33,718 25,437 17,913

Assets employed in all operations

Fixed assets 2,713 2,455 2,616 2,310 2,527

Amounts receivable and other assets 282,126 324,774 425,558 464,536 442,529

284,839 327,229 428,174 466,846 445,056

Liabilities (103,810) (120,482) (203,289) (232,684) (206,977)

Total equity 181,029 206,747 224,885 234,162 238,079

Earnings per Ordinary share 120.7p 312.8p 277.5p 209.2p 147.4p

Dividends declared per Ordinary share 90.0p 126.0p 133.0p 120.0p 100.0p

Group gearing 54.6% 54.9% 85.5% 95.8% 80.8%

“Group Gearing” is calculated as the sum of Bank Overdrafts plus Borrowings less Cash and Cash Equivalents divided by Total Equity.

S&U Plc Annual Report and Accounts 2025S&U Plc Annual Report and Accounts 20259090

Five Year Record (Unaudited)

Annual General Meeting

18 June 2025

Announcement of Results

Half year ending 31 July 2025

Year ending 31 January 2026

9 October 2025

April 2026

Payment of Dividends

6% Cumulative Preference Shares 30 September 2025 &

31 March 2026

31.5% Cumulative Preference Shares 31 July 2025 & 31 January 2026

Ordinary Shares – 2024/25 final 25 July 2025

– Ex dividend date 3 July 2025

– Record date 4 July 2025

– 2025/26 first interim November 2025

– 2025/26 second interim March 2026

Annual General Meeting Arrangements

The Annual General Meeting will take place on 18 June 2025 – further details of arrangements are contained in the Notice of Annual

General Meeting sent to shareholders and on the company website at www.suplc.co.uk

Stock Code: SUS ― www.suplc.co.ukStock Code: SUS ― www.suplc.co.uk 91

The Accounts

Financial Calendar

S&U Plc Annual Report and Accounts 202592

Officers and Professional Advisers

Directors

A M V Coombs MA (Oxon) (Chairman)

G D C Coombs MA (Oxon) MSc (Lon) (Deputy Chairman)

J E C Coombs MA (Oxon) ACA (Director)

C H Redford ACA (Group Finance Director)

E H Ahrens (CEO Aspen Bridging)

T G Wheeler (Non-executive)

G Pedersen (Non-executive)

T Khlat MBE (Non-executive)

J P Maxwell (Non-executive)

Secretary

MK Bhogal ACMA CGMA

Registered office

2 Stratford Court

Cranmore Boulevard

Solihull

West Midlands

B90 4QT

Email: info@suplc.co.uk

Registrars

Link Group

10th Floor

Central Square

29 Wellington Street

Leeds

LS1 4DL

Shareholders can contact Link Group on:-

0871 664 0300 (calls cost 10p per minute plus network costs).

Bankers

HSBC Bank plc

130 New Street

Birmingham

B2 4JU

Natwest Bank

250 Bishopsgate

London

EC2M 4AA

Financial Public Relations

SEC Newgate Communications

14 Greville Street,

London

EC1N 8 SB

Solicitors

DLA

Victoria Square

Birmingham

B2 4DL

Stockbrokers

Peel Hunt LLP

7th Floor, 100 Liverpool Street

London

EC2M 2ATT

Auditor

Forvis Mazars LLP

Statutory Auditor

30 Old Bailey

London

EC4M 7AU

Internal Auditor

RSM Risk Assurance Services LLP

6th Floor 25 Farringdon Street

London

EC4A 4AB

Stock Code: SUS ― www.suplc.co.uk

Other Information

2 Stratford Court

Cranmore Boulevard

Shirley

Solihull

West Midlands

B90 4QT

E: info@suplc.co.uk

Registered in England No. 342025