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J D Wetherspoon plc
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Contents
Wetherspoon owns
Section 1
and operates pubs
1
Chairman’s statement
throughout the UK
9
Appendix 1
and Ireland. The
11
Appendix 2
12
Appendix 3
company aims to
14
Appendix 4
provide customers
15
Appendix 5
16
Income statement
with good-quality
16
Statement of comprehensive income
food and drinks,
17
Cash flow statement
18
Balance sheet
served by well-trained
19
Statement of changes in equity
and friendly staff, at
20
Notes to the financial statements
reasonable prices.
Section 2
43
Accounting policies
49
Strategic report
The pubs are
53
Strategic report – environmental matters
individually designed,
56
Independent auditors’ report
64
Directors and officers
and the company aims
65
Directors’ report
to maintain them in
67
Directors’ remuneration report
75
Corporate governance
excellent condition.
81
Information for shareholders
82
Company information
83
Glossary
Financial calendar
Year end
26 July 2026
Preliminary announcement for 2026
October 2026
Interim report for 2026
March 2026
Annual general meeting
20 November 2025
View this report online:
jdwetherspoon.com/investors-home
CHAIRMAN’S STATEMENT SECTION 1
Financial performance
nd
The company was founded in 1979 – and this is the 42
year since incorporation in 1983. The table below
outlines some key aspects of our performance during that period
Profit/(loss)
Earnings per
before tax and
share before
Total number
Free cash flow
Total sales
separately disclosed
separately disclosed
of pubs
Free cash flow
per share
Financial year
£000
items
items
2,3
(sites)
3
£000
pence
£000
pence
1984
1
818
(7)
-
1985
2
1,890
185
0.2
1986
2
2,197
219
0.2
1987
5
3,357
382
0.3
1988
6
3,709
248
0.3
1989
9
5,584
789
0.6
915
0.4
1990
19
7,047
603
0.4
732
0.4
1991
31
13,192
1,098
0.8
1,236
0.6
1992
45
21,380
2,020
1.9
3,563
2.1
1993
67
30,800
4,171
3.3
5,079
3.9
1994
87
46,600
6,477
3.6
5,837
3.6
1995
110
68,536
9,713
4.9
13,495
7.4
1996
146
100,480
15,200
7.8
20,968
11.2
1997
194
139,444
17,566
8.7
28,027
14.4
1998
252
188,515
20,165
9.9
28,448
14.5
1999
327
269,699
26,214
12.9
40,088
20.3
2000
428
369,628
36,052
11.8
49,296
24.2
2001
522
483,968
44,317
14.2
61,197
29.1
2002
608
601,295
53,568
16.6
71,370
33.5
2003
635
730,913
56,139
17.0
83,097
38.8
2004
643
787,126
54,074
17.7
73,477
36.7
4
2005
655
809,861
47,177
16.9
68,774
37.1
2006
657
847,516
58,388
24.1
69,712
42.1
2007
671
888,473
62,024
28.1
52,379
35.6
2008
694
907,500
58,228
27.6
71,411
50.6
2009
731
955,119
66,155
32.6
99,494
71.7
2010
775
996,327
71,015
36.0
71,344
52.9
2011
823
1,072,014
66,781
34.1
78,818
57.7
2012
860
1,197,129
72,363
39.8
91,542
70.4
2013
886
1,280,929
76,943
44.8
65,349
51.8
2014
927
1,409,333
79,362
47.0
92,850
74.1
2015
951
1,513,923
77,798
47.0
109,778
89.8
2016
926
1,595,197
80,610
48.3
90,485
76.7
2017
895
1,660,750
102,830
69.2
107,936
97.0
2018
883
1,693,818
107,249
79.2
93,357
88.4
2019
879
1,818,793
102,459
75.5
96,998
92.0
6
2020
872
1,262,048
(44,687)
(35.5)
(58,852)
(54.2)
2021
861
772,555
(154,676)
(119.2)
(83,284)
(67.8)
2022
852
1,740,477
(30,448)
(19.6)
21,922
17.3
2023
825
1,925,044
42,559
26.4
271,095
211.4
2024
800
2,035,500
73,875
46.8
33,037
26.4
2025
794
2,127,524
81,445
48.1
56,642
47.3
Notes
Adjustments to statutory numbers
4. Before 2005, the accounts were prepared under UKGAAP.
1. Where appropriate, the earnings/losses per share (EPS), as disclosed in the
All accounts from 2005 to date have been prepared under IFRS.
statutory accounts, have been recalculated to take account of share splits,
5. Apart from the items in notes 1–4, all numbers are as reported
the issue of new shares and capitalisation issues.
in each year’s published accounts.
2. Free cash flow per share excludes dividends paid which were included
6. From financial year 2020 data is based on post-IFRS 16 numbers following
in the free cash flow calculations in the annual report and accounts for
the transition from IAS17 to IFRS 16.
the years 1995–2000.
7. Free cash flow is defined in the alternative performance measures section
3. EPS and free cash flow per share are calculated using dilutive shares in
within accounting policies on page 47. The free cash flow calculation can be
issue.
found on the cash flow statement
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
1
CHAIRMAN’S STATEMENT
years of preparation and many billions of
General
decommissioning costs.
Some of the sentences, paragraphs and sections of the
following statement use the same wording or format as
In addition, most democracies, including, for example,
previous years, updated for new information, where
Ireland, Australia, Austria and Denmark appear to have
necessary.
no intention of adopting nuclear power.
Background
Indeed, even Greenpeace, passionate advocates of
renewable energy, are adamantly opposed to nuclear
The hospitality industry has struggled in the aftermath
power.
of the pandemic. Wetherspoon sales in FY25 (financial
year 2025) were £2,128 million, a 17% increase (£309
It is clearly high time for the UK to engage in a proper
million) compared to the pre-pandemic year of FY19.
debate on these vexed issues, rather than the current
tit for tat political discourse, financed, inadequately and
The company had 85 fewer pubs at the FY25 period
temporarily, by huge stealth taxes.
end and sales per pub were 29.0% above FY19, higher
than the level of CPI inflation. However, costs of energy
Trading summary
(+57.8%) and wages (+34.5%), which have a heavy
influence on all other input prices, rose more than
Total sales in FY25 were, as indicated above, £2,128
sales, so that profits and earnings, while having made
million, an increase of 4.5%, compared to FY24. LFL
a strong recovery, are still below pre-pandemic levels.
sales increased by 5.1% - bar sales by 5.1%, food by
5.0%, and slot/fruit machines by 11.0%. Room sales for
A main lesson of the economic problems of the 1970s
hotels declined by 11.9%, following the removal of
has been unlearnt in recent years – that is, if energy
third-party, online booking agents in the UK, which
prices go up, as they did in the 1970s, inflation results,
charged high levels of commission.
and almost everyone is poorer, except for those
companies and countries which produce energy.
Operating profit, before separately disclosed items,
was £146.4 million (2024: £139.5 million). The
In this connection, Wetherspoon has just been
operating margin, before separately disclosed items,
informed that the “non-commodity” elements of our
was 6.88% (2024: 6.85%).
electricity charges (in effect, taxes or “levies” which are
added to electricity bills) will rise by an annualised £7
Profit, before tax and separately disclosed items, was
million, starting this month, so that the non-commodity
£81.4 million (2024: £73.9 million).
element will be approximately 62% of our overall
electricity costs.
Property
Three Wetherspoon managed pubs opened in the year
The increased cost is partly due to two new levies: one
and nine were sold. The disposals gave rise to a cash
is a nuclear power subsidy, the other is a subsidy, as
inflow of £8.1 million. There was a loss on disposal of
we understand it, for energy intensive industries.
£0.9 million, recognised in the income statement,
relating to those pubs.
As indicated, this substantial increase in levies,
applicable to most consumers and businesses, will
At the end of the period 794 managed pubs were
inevitably add to inflation in coming months.
trading. The company intends to open approximately
15 managed pubs in the current financial year,
A particular concern of Wetherspoon is the absence of
excluding the franchised pubs referenced below.
public debate about energy policy.
Franchises
It is clear that reliance on renewable energy will require
“standby” energy resources approximately equivalent
Five franchised pubs opened in the year, bringing the
to the total UK fossil fuel resources from power stations
total number to eight. The company anticipates
today, for periods when sun and wind power is
opening approximately 15 franchised pubs in the
unavailable.
current financial year. Operationally, franchised pubs
have performed extremely well, with very high
The proposed solution is to replace the UK’s fossil fuel
standards and encouraging sales levels
resources with nuclear energy.
Earnings
This will require a colossal amount of resources. For
Earnings per share, before separately disclosed items,
example, we understand that France, which has
assisted by share repurchases (please see “Dividends
successfully implemented a nuclear strategy, has 56
and return of capital”, below), were 50.8p (2024:
nuclear reactors, whereas the UK has only 9, several of
48.6p).
which are due to be decommissioned in 2028.
Capital investment
This volte face will require vast financial resources and
is based on the assumption that nuclear energy is
Total capital investment was £117.0 million (2024:
“cleaner”.
£116.5 million). £24.1 million was invested in new pubs
and pub extensions (2024: £11.9 million), £62.5 million
The principal area for public debate is twofold: is
in existing pubs (2024 £76.4 million), £11.6 million in
nuclear energy really cleaner and what is the financial
business and IT projects (2024 £6.2 million) and £18.7
cost of transition.
million in freehold reversions of properties where
Wetherspoon was the tenant (2024: £21.9 million).
It is particularly noteworthy that democracies like Italy,
Germany and Taiwan have discontinued nuclear
power, mainly on safety grounds - after long debate,
2
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
CHAIRMAN’S STATEMENT
Separately disclosed items
been fully depreciated. In addition, there are likely to be
fewer new pubs, which have higher levels of
Overall, there was a pre-tax ‘separately disclosed gain’
depreciation and higher levels of capital allowances.
of £7.9 million (2024: £13.3 million loss). This was
Depreciation in the five years to 2019 averaged 4.4%
made up of the following credits:
of sales and it is estimated that it will average 3.0% in
• £4.9 million in respect of impairment reversals and
the future.
charges;
• £12.7 million relating to the amortisation of the hedge
FCF, after capital payments of £74.1m for existing pubs
reserve to the P&L (please see below);
(2024: £82.6m), £22.8m for share purchases for
employees (2024: £12.7m) and payments of tax and
In addition, there were two charges:
interest, increased by £23.7m to £56.7m (2024:
• £6.5 million of exceptional operating costs relating to
£33.0m). FCF per share was 47.4p (2024: 26.4p).
property disposals, legal fees and undercharged
depreciation in a prior year;
Balance sheet
• £3.3 million relating to the fair value movement of
current interest-rate swaps.
Net debt, excluding IFRS-16 lease debt, was £724.3
million at the period end (28 July 2024: £660.0 million).
The full details of separately disclosed items are listed
in note 3 of the accounts on page 21.
On an IFRS-16 basis, which includes notional debt
from leases, debt increased from £1.07 billion to £1.13
As regards the £12.7 million credit, the company
billion at the end of FY25.
cancelled some interest rate swaps in 2023 but, even
though the cash was received immediately (£169
Dividends and return of capital
million in total), accounting rules require the benefit to
The board proposes, subject to shareholders’ consent
be recognised in the income statement over the life of
at the annual general meeting, to pay a final dividend of
the original instrument.
8.0p (2024: 12.0p) per share, on 27 November 2025, to
those shareholders on the register on 24 October 2025,
Operating profit, after separately disclosed items, was
resulting in a total dividend for the year of 12.0p per
£142.2 million (2024: £142.6 million).
share (2024: 12.0p). The dividend is covered 4.0 times
(2024: 3.9 times).
Profit, before tax, after separately disclosed items, was
£89.3 million (2024: £60.6 million).
During the period, 10,579,081 shares (8.6% of the
start-of-year share capital) were purchased by the
Earnings per share, after separately disclosed items,
company for cancellation, at a cost of £66.8 million,
were 60.0p (2024: 40.5p).
including stamp duty and fees, representing an
average cost per share of 631.2p.
The tax effect on separately disclosed items is a credit
of £2.5 million (2024: credit of £3.5 million).
Financing
Net book value
The company has total available finance facilities of
£938.0 million.
The net book value of the company’s assets in the
balance sheet at the end of the period was £1.41
On 6 June 2024, the company signed a new four-year
billion, which is approximately seven times the
£840.0 million banking agreement on attractive terms.
company’s EBITDA in the last 12 months of £203.3
A total of £800 million was extended by a further year
million. The company’s freehold assets have not been
in June 2025.
revalued for over 25 years.
The company has the following interest rates swaps in
Free cash flow
place:
As previously indicated, it is anticipated that free cash
Swap
Weighted
flow (“FCF”), which has often been higher than profit
Start Date
End Date
Value
Average %
before tax will, in future, approximately correspond to
profit after tax.
£400m
06-Feb-25
06-Feb-28
4.23%
The main reasons for the reduction in the ratio of FCF
£200m
06-Feb-25
06-Feb-28
4.14%
to profit before tax are:
£500m
07-Feb-28
06-Feb-30
4.00%
- corporation tax has increased from 19 to 25 per cent
The total cost of the company’s debt, in the period
between 2019 and today, which will reduce FCF.
under review, including the banks’ margin was 6.57%
(28 July 2024: 7.05%).
- capital reinvestment in existing pubs, which is
deducted in calculating FCF, averaged 3.1% of sales in
the five years up to 2019. It is estimated that
reinvestment will increase to 3.7% of sales, as a result
of an increase in expenditure in areas such as IT, staff
rooms, updated kitchen equipment and heating and
cooling systems.
- depreciation (which is deducted from profit before tax,
but added back to FCF) has decreased as a
percentage of sales since some older leasehold pubs,
which are still in use, and some older assets, have
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
3
CHAIRMAN’S STATEMENT
Taxation
VAT equality
The total tax charge for the period was £23.9 million in
As we have said in previous years, Wetherspoon,
respect of profits before separately disclosed items
along with many in the hospitality industry, has been a
(2024: £15.4 million).
strong advocate of tax equality between the off-trade,
which consists mainly of supermarkets, and the on-
The total tax charge comprises two parts. The first part
trade, consisting mainly of pubs, clubs and restaurants.
is the actual current tax (the ‘cash’ tax) which this year
is £11.8 million (2024: £2.9 million). The second part is
Pubs, clubs and restaurants pay 20% VAT in respect of
deferred tax (the ‘accounting’ tax), which is tax payable
food sales but supermarkets pay nothing.
in future periods that must be recognised in the current
Supermarkets also pay far less business rates per pint
period for accounting purposes. The accounting tax
or meal than pubs.
charge for the period is £12.1 million (2024: £12.5
million).
It does not make economic sense for the tax system to
favour mainly out-of-town supermarkets over mainly
Health and pubs
high-street pubs.
Last year, Wetherspoon criticised the tendency of
legislators to kowtow to ill-thought-out campaigns from
This imbalance is a major factor in town centre and
academics and others, by threatening to reduce
high street dereliction.
opening hours and glass sizes for pubs. As we pointed
out then, since licensing hours were liberalised about
I have recently written an article on this subject, which
twenty years ago, pubs have lost approximately half
was issued as an “RNS” announcement, and which
their trade to supermarkets, and reducing glass sizes,
was reproduced in a number of trade and national
as a matter of common sense, is unlikely to lead to
newspapers - it can be found in appendix 3.
lower alcohol consumption. The predilection for over-
regulation of pubs is driving people to the off-trade, and
is substituting supervised consumption in pubs for
unsupervised consumption in homes, at parties, in
parks and so on.
There has been a recent increase in pseudoscientific
publications, espousing the view that “even one drink is
bad for you”. This argument seems to ignore the reality
that the longest-living nations all seem to allow alcohol
consumption. I have written an article on the broad
subject of ill-founded dietary advice which can be found
in appendix 1, at the end of this statement, and in the
link below.
Extract-from-Wetherspoon-News-Summer-Autumn-
2025
Scottish business rates
As we did last year, in appendix 2 below, we explain
how business rates for Scottish pubs, theoretically
based on property values, have, by a strange process
of legal reasoning, become a de facto sales tax, based
on the sales performance of the occupier.
4
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
CHAIRMAN’S STATEMENT
How pubs contribute to the economy
Each pub, on average, generated £7.5 million in tax
As previously stated, Wetherspoon and other pub and
during that period. The tax generated by the company,
restaurant companies have always generated far more
during the period, equates to approximately 27 times
in taxes than is earned in profit.
the company’s profits after tax.
In the financial year ended 27 July 2025, the company,
Republic of Ireland pubs generated approximately
its staff and customers generated taxes of £837.6
€11.3 million of Irish tax contributions during the year,
million. The table below shows the £6.4 billion of tax
of which €5.8 million related to VAT, €3.0 million
revenue generated in the last ten years.
alcohol duty and €2.1 million employment taxes.
2025
2024
2023
2022
2021
2020
2019
2018
2017
2016
TOTAL
£m
£m
£m
£m
£m
£m
£m
£m
£m
£m
£m
VAT
411.2
394.7
372.3
287.7
93.8
244.3
357.9
332.8
323.4
311.7
3,129.8
Alcohol duty
166.5
163.7
166.1
158.6
70.6
124.2
174.4
175.9
167.2
164.4
1,531.6
PAYE and NIC
153.6
134.7
124.0
141.9
101.5
106.6
121.4
109.2
96.2
95.1
1,184.2
Business rates
42.2
41.3
49.9
50.3
1.5
39.5
57.3
55.6
53.0
50.2
440.8
Corporation tax
21.9
9.9
12.2
1.5
-
21.5
19.9
26.1
20.7
19.9
153.6
Fruit/slot
18.2
16.7
15.7
12.8
4.3
9.0
11.6
10.5
10.5
11.0
120.3
Machine duty
Climate change
13.9
10.2
11.1
9.7
7.9
10.0
9.6
9.2
9.7
8.7
100.0
levies
Stamp duty
1.2
1.1
0.9
2.7
1.8
4.9
3.7
1.2
5.1
2.6
25.2
Sugar tax
2.7
2.6
3.1
2.7
1.3
2.0
2.9
0.8
-
-
18.1
Fuel duty
1.9
2.0
1.9
1.9
1.1
1.7
2.2
2.1
2.1
2.1
19.0
Apprenticeship
2.7
2.5
2.5
2.2
1.9
1.2
1.3
1.7
0.6
-
16.6
levy
Carbon tax
-
-
-
-
-
-
1.9
3.0
3.4
3.6
11.9
Premise
licence and TV
0.5
0.5
0.5
0.5
0.5
1.1
0.8
0.7
0.8
0.8
6.7
licences
Landfill tax
-
-
-
-
-
-
-
1.7
2.5
2.2
6.4
Insurance tax
0.3
0.3
0.2
0.2
0.2
0.2
0.2
0.2
0.1
0.1
2.0
Extended
Producer
-
-
-
-
-
-
-
-
-
0.8
0.8
Responsibility
(EPR)
Furlough tax
-
-
-
-4.4
-213.0
-124.1
-
-
-
-
-341.5
Eat out to help
-
-
-
-
-23.2
-
-
-
-
-
-23.2
out
Local
government
-
-
-
-1.4
-11.1
-
-
-
-
-
-12.5
grants
TOTAL TAX
837.6
780.2
760.4
666.9
39.1
442.1
765.1
730.7
695.3
672.4
6,389.8
TAX PER PUB
1.05
0.98
0.92
0.78
0.05
0.51
0.87
0.83
0.78
0.71
7.48
(£m)
TAX AS % OF
39.4%
38.3%
39.5%
38.3%
5.1%
35.0%
42.1%
43.1%
41.9%
42.1%
36.5%
NET SALES
Profit/Loss
57.6
58.5
33.8
-24.9
-146.5
-38.5
79.6
83.6
76.9
56.9
237.6
after tax
Note – this table is prepared on a cash basis, is UK only and post IFRS-16 from FY20 onward.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
5
CHAIRMAN’S STATEMENT
The company’s UK nominated charity is Young Lives
Corporate Governance
vs. Cancer (previously CLIC Sargent). It supports
Wetherspoon has been a strong critic of the
children and young people with cancer. Since our
composition of the boards of UK-quoted companies.
partnership began in 2002, Wetherspoon has raised
over £25 million for the charity, thanks to the generosity
As we said last year, directors of UK PLCs have, on
and efforts of our customers and employees.
average, relatively little experience of the companies
they govern, due to the “nine-year rule”, which limits
752 of the company’s washrooms have been awarded
their tenure, combined with the fact that most directors
the highest platinum or diamond statuses at the
are part-time, and have never worked for the company
National Loo of the Year awards.
in question, on a full-time basis.
In January 2024, the company was awarded the
In addition, those responsible for overseeing
highest rating by the Sustainable Restaurant
governance, among institutional shareholders, are
Association – the world’s largest accreditation scheme
often responsible for several hundred companies each,
for pubs and restaurants.
making genuine board engagement impossible, and
thereby necessitating a “tick-box” approach, which is
Wetherspoon came second in the 2024 ‘Out to Lunch’
the antithesis of good governance.
league table, compiled by the Soil Association.
Restaurants and pubs are judged and scored on a
The combination of arbitrary rules, the preponderance
range of criteria: family friendliness, healthy options,
of part-time directors and overloaded institutional
food quality, value, sustainability and ingredients’
governance departments means that bureaucracy and
provenance.
virtue-signalling, rather than innovation and efficiency,
dominate most UK PLC boardrooms.
Wetherspoon is seeking to extend the appeal of its
menu. For example, 45% of the dishes on the menu
In appendix 4 below, further details are provided on
that is available in the majority of pubs are vegetarian,
this issue from our FY23 annual report.
13% are vegan and 24% are under 500 calories.
From a cursory glance at the annual reports of the
Cod and haddock are sourced from fisheries which
largest American PLCs, probably the most successful
have been certified as well-managed and sustainable
companies in business history, it would appear that the
fisheries.
chairmen of the FANGs (Facebook, Amazon, Netflix,
Google etc) all contravene the UK’s nine-year rule. All
Wetherspoon uses 100% UK and Irish beef on its food
governments say they want to attract investment, but
menu, traceable from farm to fork.
the current rules are clearly Kryptonite to world-class
companies such as these.
100% of the eggs served on the menu are free range.
All shell eggs are certified with the British Lion quality
Further progress
mark and are RSPCA assured, ensuring the highest
standards of animal welfare.
In the period, Wetherspoon awarded £45.0 million of
bonuses and free shares to employees, of which 98.9%
Guinness has a ‘Quality Accreditation Programme’.
was paid to staff below board level and 86.3% was paid
Independent assessors review 17 aspects of quality. All
to staff working in pubs. Approximately 25,400 of
Wetherspoon pubs achieved their Guinness
42,700 employees are shareholders in the company.
accreditation.
The average length of service of a pub manager
Since 2008, Wetherspoon has invited brewers from
increased to 15.4 years, and of a kitchen manager to
overseas to feature their ales in its real-ale festivals. To
11.5 years.
date, these brewers have contributed 241 ales, from
150 breweries in 31 countries. In addition, the company
Wetherspoon has been recognised by the Top
works with over 230 UK brewers, mostly small or
Employers Institute as a ‘Top Employer United
“micro” brewers.
Kingdom 2025’. It is the 20th time that Wetherspoon
has been certified by the Top Employers Institute.
Since 1999, Wetherspoon has worked with
independent real-ale quality assessor Cask Marque to
276 pubs feature in CAMRA’s 2026 Good Beer Guide,
gauge the quality of ale being served in its pubs. Cask
an increase of 25 compared to last year. 49
Marque carries out an 11-point audit covering stock
Wetherspoon pubs have been in the guide for 10
rotation, beer line cleanliness, equipment maintenance,
consecutive years or more.
glass washing cleanliness and hygiene. A star rating is
awarded from 1 to 5, with a target of 4 to 5 stars for all
In November 2024, Wetherspoon was voted the Best
pubs. Cask Marque state that 66% of UK pubs achieve
Airport Retailer for Food & Beverages at the British
4 or 5 stars. 100% of Wetherspoon pubs have
Travel Awards.
achieved 4 or 5 stars.
The company has an extensive training programme for
Sustainability, recycling and the environment
its employees, including ‘kitchen of excellence’ training,
as well as cellar, dispense and coffee academy
As stated last year, wherever possible, Wetherspoon
training.
separates waste into nine streams: food waste; glass;
tins/cans; cooking oil; paper/cardboard; plastic; waste
Wetherspoon has recently been included in the
electrical and electronic equipment (WEEE); general
Financial Times ‘FT - Statista Leaders 2025’ report,
waste and from December 2024 - Tetra Pak cartons.
which highlights Europe's leading companies in
diversity and inclusion.
Wetherspoon’s national distribution centre, at Daventry,
also includes an in-house 24-hour recycling
6
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
CHAIRMAN’S STATEMENT
centre, with a dedicated workforce and specialist
Average pub
Average kitchen
Financial
equipment. When making deliveries to pubs, lorries
manager length of
manager length of
year
collect recycling, used cooking oil and reusable items
service
service
for return to the recycling centre – so reducing the
(Years)
(Years)
company’s carbon footprint from reduced road miles.
2016
11
7.1
9,665 tonnes of recyclable waste were processed this
2017
11.1
8
year at our national recycling centre. In addition, food
2018
12
8.1
waste is sent for ‘anaerobic digestion’ and used
cooking oil is converted to biodiesel for agricultural use.
2019
12.2
8.1
2020
12.9
9.1
Wetherspoon increased the proportion of waste
2021
13.6
9.6
recycled by over 4% during the year, with 67% of all
pub waste now being recycled. This was also the first
2022
13.9
10.4
year since the beginning of our partnership with Veolia
2023
14.3
10.6
in 2018 that 100% of waste collected from
Wetherspoon pubs was diverted from landfill. Our
2024
14.9
10.9
progress in this area was recognised at the 2025 Lets
2025
15.4
11.5
Recycle Awards for Excellence in Recycling and Waste
Management, where we received a Highly
Food hygiene ratings
Commended award for our resource and waste
management partnership with DHL Envirosolutions and
Wetherspoon has always emphasised the importance
Veolia.
of hygiene standards.
Automated meter readers for electricity and gas, which
We now have 740 pubs, including franchises, rated on
provide half hourly consumption data, are installed in
the Food Standards Agency’s website (see table
the majority of pubs to facilitate energy consumption
below). The average score is 4.99, with 98.8% of the
reporting. We have nearly completed a rollout of 100
pubs achieving a top rating of five stars. We believe
automated meter readers for water in our highest
this to be the highest average rating for any substantial
consuming sites.
pub company.
Bonuses and free shares
In the separate Scottish scheme, which records either
a ‘pass’ or a ‘fail’, all of our 56 pubs have passed.
As indicated above, Wetherspoon has, for many years
(see table below), operated a bonus and share scheme
Pubs with
for all employees. Before the pandemic, these awards
Financial
Total pubs
Average
highest
increased, as earnings increased for shareholders.
Year
scored
rating
rating %
Bonus
Bonus and
2014
824
4.91
92.0
Financial
and
Profit/(loss)
free shares
1
2015
858
4.93
94.1
year
free
after tax
as % of
shares
profits
2016
836
4.89
91.7
£m
£m
2017
818
4.89
91.8
2008
16
36
45%
2018
807
4.97
97.3
2009
21
45
45%
2019
799
4.97
97.4
2010
23
51
44%
2011
23
52
43%
2020
781
4.96
97.0
2012
24
57
42%
2021
787
4.97
98.4
2013
29
65
44%
2022
775
4.98
98.6
2014
29
59
50%
2023
753
4.99
99.2
2015
31
57
53%
2024
735
4.99
99.6
2016
33
57
58%
2017
44
77
57%
2025
740
4.99
98.8
2018
43
84
51%
2019
46
80
58%
Property litigation
2020
33
(39)
-
Some years ago, Wetherspoon took successful legal
2021
23
(146)
-
action for fraud against its own property advisors Van
2022
30
(25)
-
de Berg, who were found, by the court, to have diverted
2023
36
34
106%
freehold properties to third parties, leaving
2024
49
59
83%
Wetherspoon with an inferior leasehold interest.
2025
45
58
78%
Following the Van de Berg case, Wetherspoon
2
Total
492
871
56.5%
instigated further legal actions against a number of
1
(IFRS-16 was implemented in the year ending 26 July 2020 (FY20). From this
individuals and companies who had freehold properties
period all profit numbers in the above table are on a Post-IFRS-16 basis. Prior
to this date all profit numbers are on a Pre-IFRS-16 basis.
introduced to them by Van de Berg. Liability was
2
Excludes 2020, 2021 and 2022.
denied by all. The cases were contested and settled
out of court. Details can be found in appendix 5 below.
Length of service
Press corrections
The table below provides details of the improved
retention levels of pub and kitchen managers, key
As previously reported, in the febrile atmosphere of the
areas for any pub company, in the last decade.
first UK lockdown, a number of harmful inaccuracies
were published in the press. A large number of
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
7
CHAIRMAN’S STATEMENT
corrections and apologies were received, as a result of
Professor Balloux concludes that “the strength of
legal representations by Wetherspoon.
mitigation measures does not seem to be a particularly
strong indicator of excess deaths.”
In order to try to set the record straight, a special
edition of Wetherspoon News was published, which
Wetherspoon board changes
includes details of the apologies and corrections. It can
Harry Morley is retiring from the board at this year’s
be found on the company’s website:
AGM after 9 years as a non-executive director of the
(https://www.jdwetherspoon.com/wp-
company and as chair of the audit committee.
content/uploads/2024/08/Does-Truth-Matter_.pdf).
The company is grateful to Harry for the experience he
Pubwatch
has brought to the board and for his dedicated and
As Wetherspoon has previously highlighted, Pubwatch
conscientious work over the years.
is a forum which has improved wider town and city
environments, by bringing together pubs, local
The company intends to seek a replacement for Harry
authorities and the police, in a concerted way, to
in due course.
encourage good behaviour and to reduce antisocial
activity.
Current trading and outlook
In the last nine weeks, to 28 September 2025, like-for-
Wetherspoon pubs are members of 534 schemes
like sales increased by 3.2%. The latest ‘CGA RSM
country wide.
Hospitality Business Tracker’, for August 2025, said
industry like-for-like sales were +0.5%. During this
The company also helps to fund National Pubwatch,
period, Wetherspoon like-for-like sales were +3.7%.
founded in 1997 by licensees Bill Stone and Raoul De
This was the 36th month in a row that Wetherspoon
Vaux, along with police superintendent Malcolm
has outperformed the tracker.
Eidmans. This is the umbrella organisation which helps
to set up, co-ordinate and support local schemes.
As previously indicated, increases in national insurance
and labour rates will result in cost increases of
It is our experience that in some towns and cities,
approximately £60 million per annum, and non-
where the authorities have struggled to control
commodity energy costs will add £7 million. The
antisocial behaviour, the setting up of a Pubwatch has
recently introduced ‘Extended Producer Responsibility’
been instrumental in improving safety and security - of
tax, a levy on packaging, referred to in the table on
not only licensed premises, but also the town and city
page 5, will cost £2.4 million in the current year, an
in general, as well as assisting the police in bringing
increase of £1.6 million. Cost increases such as these
down crime.
will undoubtedly add to underlying inflation in the UK
economy, although Wetherspoon, as always, will
Conversely, we have found, in several towns, including
endeavour to keep price increases to a minimum.
some towns on the outskirts of London, that the
absence of an effective Pubwatch scheme results in
In appendices 1 and 3, I have written articles which
higher incidents of crime, disorder and antisocial
expand on the tax advantages of supermarkets
behaviour.
compared to pubs and on questionable dietary advice,
including advice about alcohol consumption, which has
In our view, Pubwatch is integral to making towns and
gained increasing support among academic
cities a safe environment for everyone.
commentators and legislators. Sensible policies in both
these areas are essential for the future well-being of
World Health Organisation report
the hospitality industry.
The company continues to be concerned about the
possibility of further lockdowns and about the efficacy
As demonstrated above (“How pubs contribute to the
of the government enquiry into the pandemic, which will
economy”), in the last financial year, Wetherspoon, its
not be concluded for several years.
customers and employees generated a total of £838
million of taxes for the UK government. The total tax
In contrast, the World Health Organisation (WHO)
raised by the government in the last financial year was
reported on its findings in 2022.
£858.9 billion. Therefore, Wetherspoon generated
approximately £1 in every £1,000 of all UK tax revenue.
Professor Francois Balloux, director of the UCL
In other words, the country only needs about one
Genetics Institute, writing in The Guardian, and
thousand companies like Wetherspoon and no one
Professor Robert Dingwall, of Trent University, writing
else would have to pay any taxes at all. Wetherspoon
in the Telegraph, provide useful synopses of the WHO
is confident that it will provide more tax revenue for the
report:
government in the current financial year, while aspiring
to increase earnings per share at the same time.
(see pages 54–56 of Wetherspoon News
https://www.jdwetherspoon.com/wp-
The company currently anticipates a reasonable
content/uploads/2024/04/Wetherspoon-News-autumn-
outcome for the financial year, although government-
2022.pdf)
led cost increases in areas such as energy may have a
bearing on the outcome.
The conclusion of Professor Balloux, broadly echoed
by Professor Dingwall, based on an analysis by the
World Health Organisation of the pandemic, is that
Tim Martin
Sweden (which did not lock down), had a Covid-19
Chairman
fatality rate “of about half the UK’s” and that “the worst
2 October 2025
performer, by some margin, is Peru, despite enforcing
the harshest, longest lockdown.”
8
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
APPENDIX 1 Extract from Wetherspoon News, Summer/Autumn 2025
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
9
APPENDIX 1 Extract from Wetherspoon News, Summer/Autumn 2025
10
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
APPENDIX 2 Extract from Wetherspoon FY23 Annual report, Chairman’s Statement
Business rates transmogrified to a sales tax
Business rates are supposed to be based on the value of the building, rather than the level of trade of the tenant. This
should mean that the rateable value per square foot is approximately the same for comparable pubs in similar locations.
However, as a result of the valuation approach adopted by the government “Assessor” in Scotland, Wetherspoon often
pays far higher rates per square foot than its competitors.
This is highlighted (in the tables below) by assessments for the Omni Centre, a modern leisure complex in central
Edinburgh, where Wetherspoon has been assessed at more than double the rate per square foot of the average of its
competitors, and for The Centre in Livingston (West Lothian), a modern shopping centre, where a similar anomaly
applies.
As a result of applying valuation practice from another era, which assumed that pubs charged approximately the same
prices, the raison d’être of the rating system – that rates are based on property values, not the tenant’s trade – has been
undermined.
Similar issues are evident in Galashiels, Arbroath, Anniesland – and, indeed, at most Wetherspoon pubs in Scotland. In
effect, the application of the rating system in Scotland discriminates against businesses like Wetherspoon, which have
lower prices, and encourages businesses to charge higher prices. As a result, consumers are likely to pay higher prices,
which cannot be the intent of rating legislation.
Omni Centre, Edinburgh
The Centre, Livingston
Rateable
Customer
Rates per
Rateable
Customer
Rates per
Occupier Name
Occupier Name
Value (RV)
Area (ft²)
square foot
Value (RV)
Area (ft²)
square foot
Playfair (JDW)
£218,750
2,756
£79.37
The Newyearfield (JDW) £165,750
4,090
£40.53
Unit 9 (vacant)
£48,900
1,053
£46.44
Paraffin Lamp £52,200
2,077
£25.13
Unit 7 (vacant)
£81,800
2,283
£35.83
Wagamama £67,600
2,096
£32.25
Frankie & Benny's
£119,500
2,731
£43.76
Nando’s£80,700
2,196
£36.75
Nando's
£122,750
2,804
£43.78
Chiquito £68,500
2,221
£30.84
Slug & Lettuce
£108,750
3,197
£34.02
Ask Italian £69,600
2,254
£30.88
The Filling Station
£147,750
3,375
£43.78
Pizza Express £68,100
2,325
£29.29
Tony Macaroni
£125,000
3,427
£36.48
Prezzo £70,600
2,413
£29.26
Unit 6 (vacant)
£141,750
3,956
£35.83
Harvester £98,600
3,171
£31.09
Cosmo
£200,000
7,395
£27.05
Pizza Hut £111,000
3,796
£29.24
Average (exc JDW)
£121,800
3,358
£38.55
Hot Flame
£136,500
4,661
£29.29
Average (exc JDW)
£82,340
2,721
£30.40
In summary, as a result of the approach taken in Scotland, business rates for pubs are de facto a sales tax, rather than a
property tax, as the above examples clearly demonstrate.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
11
APPENDIX 3 Press release, Tim Martin, 9th September 2025
Pubs Need Tax Equality, Not Tax Complexity
The entire hospitality industry is united in its view that pubs, clubs and restaurants pay wildly excessive taxes, especially
VAT and business rates, in comparison with supermarkets.
This tax disparity is harming businesses and high streets, but also the social fabric of the nation - where, other than
pubs, can you temporarily escape the attentions of your own family?
Supermarkets pay zero VAT in respect of food sales, whereas pubs and restaurants pay 20%, enabling supermarkets, in
effect, to subsidise the selling price of beer, wine and spirits.
A consequent anomaly is that food for posh dinner parties in Notting Hill or the Cotswolds is VAT-free, whereas fish and
chips at your local pub attracts the full 20%. Just ask Jeremy Clarkson.
As a result of these perverse tax incentives, as investment bank Morgan Stanley recently reported, pubs have lost
approximately 50% of their beer trade to supermarkets since the millennium, having lost a substantial amount even
before then.
Unfortunately, VAT is not the only hospitality disadvantage. Pubs also pay about 20 times more business rates per pint
than supermarkets. Something underhand is afoot.
Here's how this faulty system works.
The explanation is just about complicated enough, so that few people in the government, and maybe even in the
Treasury, really understand the details - and therefore the enormous hospitality disadvantage.
The Rateable Value of any business is set by the Valuation Office Agency (VOA), and is equal to the yearly rent the
property could have been let for on the open market.
For a pub, this is something called the 'market rent', which is typically around 10-12% of a pub's annual turnover.
The Rateable Value is then multiplied by the "National Non-Domestic Rate Multiplier"- the NDRM. For 2025/26 the
multiplier is 0.555.
Therefore, a typical pub pays business rates calculated as 0.555 x 10% = 5.6% of its annual turnover.
So a pub with sales of £600,000 per annum (less than half the Wetherspoon average) will pay business rates
of £33,600 - 5.6% of £600,000 equals £33,600.
Put another way, for every £1 of sales, a pub will pay business rates of 5.6p. That's 28p on every £5 pint of beer -
approximately the average price of a pint these days.
Let's now compare this with the business rates supermarkets pay.
Back in December 2020, Reuters reported that Asda would "pay business rates of £340m… to the UK government…
waiving tax relief."
Asda's sales were about £23bn in that year, so the business rates payable were just under 1.5% of sales, meaning
a £5 pint cost them only 8p.
Unfortunately, the tax disparity per pint between pubs and supermarkets is much worse than that.
With their much lower overheads, the average pint of beer bought from a supermarket will be far, far less than £5 -
maybe as little as £1 a pint, meaning a business rate 'levy' of only 1.5p.
So, 1.5p in a supermarket versus 28p in a pub… which is nearly 20 TIMES more.
Trade organisation UK Hospitality, acting on behalf of the industry, has made a strong case for reducing hospitality
taxes, in its heroic campaign to reduce the business rate multiplier.
Unfortunately, this sensible and easy-to-understand approach risks being undermined by a recent, well-meaning
suggestion from Greene King, which argues that business rates should be based on profits, rather than sales.
However, this would surely create a nightmare of complexity.
Agreeing with government valuation officers a Rateable Value based on the market rent on average, or "hypothetical",
sales is complex enough - but substituting profits for sales involves far more complex calculations, and it's hard to see
how this could benefit publicans, or indeed the government.
Government valuation officers, and those who negotiate with them on behalf of pubs, have built up a substantial body of
knowledge, based on local pub sales comparisons.
12
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
APPENDIX 3 Press release, Tim Martin, 9th September 2025
Reverting to a profits-based analysis would require a huge educational programme, in effect creating a massive increase
in demand for tax advisors, which is surely every citizen's nightmare.
As things stand today, the valuation officers' primary task, in concert with their pub counterparts, is to estimate the
annual sales of a pub on which the market rent is based - that is to say, one number only.
However, a system based on profits is infinitely more complex - the Wetherspoon profit and loss account, for example,
has 170 different lines, mostly representing costs, which differ from pub to pub.
In reality, it would be all-but-impossible to agree these costs for every pub in the land.
We are sure that Greene King's heart is in the right place, especially since they brew the sainted Abbot Ale, but feel
they've wandered off course, perhaps after a heavy session, by recommending a profits-based analysis.
Finally, when Jacques Borel campaigned, a few years ago, in the UK for a fairer VAT rate for pubs, clubs and
restaurants, which he had successfully obtained in many other European countries, the industry was disunited.
Ted Tuppen of Enterprise Inns and Rooney Anand of Greene King, for example, refused to support Jacques' campaign.
A disunited industry ended up paying far higher VAT than almost any other European country - as the table from The
Scottish Hospitality Group, below, illustrates.
Country
Standard VAT
Hospitality VAT
United Kingdom
20%
20%
Germany
19%
7%
Republic of Ireland
23%
13.5%
France
20%
10%
Italy
22%
10%
Spain
21%
10%
Portugal
23%
6%
Poland
23%
8%
Romania
19%
9%
Czech Republic
21%
15%
Croatia
25%
13%
Cyprus
19%
9%
Hungary
27%
18%
Estonia
24%
13%
Slovenia
22%
9.5%
The lesson is: Keep It Simple, Stupid. It's a basic principle that taxes should be fair and equitable. All we're asking for is
equality with supermarkets, which are doing an excellent job for their customers - the same rate of VAT and the same
business rates per pint.
That way, of course, the government will collect more taxes in the end, as there will be a more successful hospitality
industry, more employment, more vibrant town centres and less vacant shops and pubs.
Tax equality equates to sensible economic policies - and we are sure that the entire nation will drink to that.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
13
APPENDIX 4 Extract from Wetherspoon FY23 Annual Report, Chairman’s Statement
Corporate Governance
Wetherspoon has been a strong critic of the composition of the boards of UK-quoted companies.
As a result of the ‘nine-year rule’, limiting the tenure of NEDs and the presumption in favour of ‘independent’, part-time
chairmen, boards are often composed of short-term directors, with very little representation from those who understand
the company best - people who work for it full time, or have worked for it full time.
Wetherspoon’s review of the boards of major banks and pub companies, which teetered on the edge of failure in the
2008-10 recession, highlighted the short “tenure”, on average, of directors.
In contrast, Wetherspoon noted the relative success, during this fraught financial period, of pub companies Fuller’s and
Young’s, the boards of which were dominated by experienced executives, or former executives.
As a result, Wetherspoon increased the level of experience on the Wetherspoon board by appointing four “worker
directors”.
All four worker directors started on the ‘shop floor’ and eventually became successful pub managers. Three have been
promoted to regional management roles. They have worked for the company for an average of 24 years.
Board composition cannot guarantee future success, but it makes sensible decisions, based on experience at the
coalface of the business, more likely.
The UK Corporate Governance Code 2018 (the ‘Code’) is a vast improvement on previous codes, emphasising the
importance of employees, customers and other stakeholders in commercial success. It also emphasises the importance
of its comply-or-explain ethos, and the consequent need for shareholders to engage with companies in order to
understand their explanations.
A major impediment to the effective implementation of comply or explain seems to be the undermanning of the corporate
governance departments of major shareholders.
For example, Wetherspoon has met a compliance officer from one major institution who is responsible for around 400
companies - an impossible task.
As a result, it appears that compliance officers and governance advisors, in practice, often rely on a “tick-box” approach,
which is, itself, in breach of the Code.
A further issue is that many major investors, in their own companies, for sensible reasons, do not observe the nine-year
rule, and other rules, themselves. An approach of “do what I say, not what I do” is clearly unsustainable.
14
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
APPENDIX 5 Extract from Wetherspoon FY23 Annual report, Chairman’s Statement
Property Litigation
In 2013, Wetherspoon agreed an out-of-court settlement of approximately £1.25 million with developer Anthony Lyons,
formerly of property leisure agent Davis Coffer Lyons, relating to claims that Mr Lyons had been an accessory to frauds
committed by Wetherspoon’s former retained agent Van de Berg and its directors Christian Braun, George Aldridge and
Richard Harvey in respect of properties in Leytonstone (which currently trades as the Walnut Tree), Newbury (which was
leased to Café Rouge) and Portsmouth (which currently trades as The Isambard Kingdom Brunel).
Of these three properties, only Portsmouth was pleaded by Wetherspoon in its 2008/9 case against Van de Berg. Mr
Lyons denied the claim and the litigation was contested.
In the Van de Berg litigation, Mr Justice Peter Smith ruled that Van de Berg, but not Mr Lyons (who was not a party to
the case), fraudulently diverted the freehold of Portsmouth from Wetherspoon to Moorstown Properties Limited, a
company owned by Simon Conway, which leased the property to Wetherspoon.
As part of a series of cases, Wetherspoon also agreed out-of-court settlements with:
1) Paul Ferrari of London estate agent Ferrari Dewe & Co, in respect of properties referred to as the ‘Ferrari Five’ by Mr
Justice Peter Smith in the Van de Berg case, and
2) Property investor Jason Harris, formerly of First London and now of First Urban Group who paid £400,000 to
Wetherspoon to settle a claim in which it was alleged that Harris was an accessory to frauds committed by Van de Berg.
Harris contested the claim and did not admit liability.
Messrs Ferrari and Harris both contested the claims and did not admit liability.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
15
INCOME STATEMENT for the 52 weeks ended 27 July 2025
52 weeks | 52 weeks | 52 weeks | 52 weeks | 52 weeks | 52 weeks | ||
Notes | ended | ended | ended | ended | ended | ended | |
27 July | 27 July | 27 July | 28 July | 28 July | 28 July | ||
2025 | 2025 | 2025 | 2024 | 2024 | 2024 | ||
before | separately | after | before | separately | after | ||
separately | disclosed | separately | separately | disclosed | separately | ||
disclosed | Items 1 | disclosed | disclosed | items | disclosed | ||
items | items | items | items | ||||
£000 | £000 | £000 | £000 | £000 | £000 | ||
Revenue | 1 | 2,127,524 | - | 2,035,500 | - | ||
Other operating income | 2 | - | - | - | 4,153 | ||
Operating costs | 2 | (1,981,115) | (4,249) | ( | (1,896,009) | (1,059) | ( |
Operating profit/(loss) | 146,409 | (4,249) | 139,491 | 3,094 | |||
Property (losses)/gains | 3 | (948) | 2,736 | 11 | (32,480) | ( | |
Finance income | 5 | 1,371 | 9,410 | 2,032 | 16,131 | ||
Finance costs | 5 | (65,387) | - | ( | (67,659) | - | ( |
Profit/(loss) before tax | 81,445 | 7,897 | 73,875 | (13,255) | |||
Tax (charge)/income | 6 | (23,876) | 2,525 | ( | (15,361) | 3,526 | ( |
Profit/(loss) for the period | 57,569 | 10,422 | 58,514 | (9,729) | |||
| Profit/(loss) per ordinary | |||||||
| share (p) | |||||||
- Basic | 7 | 50.8 | 9.2 | 48.6 | (8.1) | ||
- Diluted | 7 | 48.1 | 8.7 | 46.8 | (7.8) |
1
Separately disclosed items is a measure not required by accounting standards; a definition is provided in the accounting policies. Post
separately disclosed items is a GAAP measure.
STATEMEMENT OF COMPREHENSIVE INCOME for the 52 weeks ended 27 July 2025
Notes
52 weeks | 52 weeks | ||
ended | ended | ||
27 July | 28 July | ||
2025 | 2024 | ||
£000 | £000 | ||
Items which will be reclassified subsequently to profit or loss: | |||
Interest-rate swaps: gain taken to other comprehensive income | 21 | ||
Interest-rate swaps: reclassification to the income statement | 21 | ( | ( |
Currency translation differences | ( | ||
Net loss recognised directly in other comprehensive income | ( | ( | |
Profit for the period | |||
Total comprehensive profit for the period |
16
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
CASHFLOW STATEMENT
for the 52 weeks ended 27 July 2025
Free cash | Free cash | ||||
flow 1 | flow | ||||
52 weeks | 52 weeks | 52 weeks | 52 weeks | ||
Notes | ended | ended | ended | ended | |
27 July | 27 July | 28 July | 28 July | ||
2025 | 2025 | 2024 | 2024 | ||
£000 | £000 | £000 | £000 | ||
Cash flows from operating activities | |||||
Cash generated from operations | 8 | 254,440 | 232,907 | ||
Interest received | 5 | 1,064 | 1,765 | ||
Interest paid | 5 | ( | (29,819) | ( | (52,482) |
Cash proceeds on termination of interest-rate swaps | – | 14,783 | |||
Corporation tax paid | ( | (17,198) | ( | (9,940) | |
Lease interest | 22 | ( | (15,260) | ( | (14,471) |
Net cash flow from operating activities | 193,227 | 172,562 | |||
Cash flows from investing activities | |||||
Reinvestment in pubs | ( | (62,470) | ( | (76,389) | |
Reinvestment in business and IT projects | ( | (11,631) | ( | (6,243) | |
Investment in new pubs and pub extensions | ( | – | ( | – | |
Freehold reversions and investment properties | ( | – | ( | – | |
Proceeds of sale of property, plant and equipment | – | – | |||
Net cash flow from investing activities | ( | (74,101) | ( | (82,632) | |
Cash flows from financing activities | |||||
Equity dividends paid | 10 | ( | – | – | |
Purchase of own shares for cancellation | ( | – | ( | – | |
Purchase of own shares for share-based payments | ( | (22,762) | ( | (12,738) | |
Loan issue cost | ( | (1,414) | ( | (4,948) | |
Advances/(repayments) of bank loans | – | ( | – | ||
Other loan receivables | – | – | |||
Lease principal payments | 22 | ( | (38,308) | ( | (39,207) |
Asset-financing principal payments | – | ( | – | ||
Net cash flow from financing activities | ( | (62,484) | ( | (56,893) | |
Net change in cash and cash equivalents | ( | ( | |||
Opening cash and cash equivalents | 17 | ||||
Closing cash and cash equivalents | 17 | ||||
Free cash flow | 56,642 | 33,037 |
1
1
1
Free cash flow is a measure not required by accounting standards; a definition is provided within accounting policies.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
17
BALANCE SHEET
as at 27 July 2025
J D Wetherspoon plc, company number: 1709784 | 27 July | 28 July | |
Notes | 2025 | 2024 | |
£000 | £000 | ||
Non-current assets | |||
Property, plant and equipment | 13 | ||
Intangible assets | 11 | ||
Investment property | 12 | ||
Right-of-use assets | 22 | ||
Other loan receivable | 15 | ||
Lease assets | 22 | ||
Total non-current assets | |||
Current assets | |||
Lease assets | 22 | ||
Assets held for sale | 16 | ||
Inventories | 14 | ||
Receivables | 15 | ||
Current tax receivables | |||
Cash and cash equivalents | 17 | ||
Total current assets | |||
Total assets | |||
Current liabilities | |||
Derivative financial instruments | 21 | ( | |
Trade and other payables | 18 | ( | ( |
Borrowings | 19 | ( | |
Current tax liabilities | ( | ||
Provisions | 20 | ( | ( |
Lease liabilities | 22 | ( | ( |
Total current liabilities | ( | ( | |
Non-current liabilities | |||
Borrowings | 19 | ( | ( |
Derivative financial instruments | 21 | ( | ( |
Deferred tax liabilities | 6 | ( | ( |
Lease liabilities | 22 | ( | ( |
Total non-current liabilities | ( | ( | |
Total liabilities | ( | ( | |
Net assets | |||
Shareholders’ equity | |||
Share capital | 25 | ||
Share premium account | |||
Capital redemption reserve | |||
Other reserves | |||
Hedging reserve | 21 | ||
Currency translation reserve | |||
Retained earnings | |||
Total shareholders’ equity |
The financial statements on pages 16–42, approved by the board of directors and authorised for issue on 2 October 2025,
are signed on its behalf by:
John Hutson Ben Whitley
Director Director
18
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
STATEMENT OF CHANGES IN EQUITY
Notes | Share | Capital | Currency | ---Distributable reserves--- | |||||
Share | premium | redemption | Hedging | translation | Other | Retained | Total | ||
capital | account | reserve | reserve | reserve | reserves | earnings | |||
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | ||
As at 30 July 2023 | ( | ||||||||
Total comprehensive income | ( | ( | |||||||
Profit for the period | |||||||||
Interest-rate swaps: cash flow | 21 | ||||||||
hedges | |||||||||
Interest-rate swaps: amount | 21 | ( | ( | ||||||
reclassified to the income statement | |||||||||
Currency translation differences | ( | ( | |||||||
Purchase of own shares and cancellation | ( | ( | ( | ||||||
Share-based payment charges | |||||||||
Tax on share-based payment | 6 | ||||||||
Purchase of own shares for share-based | ( | ( | |||||||
payments | |||||||||
As at 28 July 2024 | |||||||||
Total comprehensive income | ( | ||||||||
Profit for the period | |||||||||
Interest-rate swaps: amount reclassified | 21 | ( | ( | ||||||
to the income statement | |||||||||
Currency translation differences | 8 | ( | |||||||
Purchase of own shares and cancellation | ( | ( | ( | ||||||
Share-based payment charges | |||||||||
Tax on share-based payment | 6 | ||||||||
Purchase of own shares for share-based | ( | ( | |||||||
payments | |||||||||
Dividends | 10 | ( | ( | ||||||
As at 27 July 2025 |
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
19
20
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
NOTES TO THE FINANCIAL STATEMENTS
Other items
Finance income
–
(9,410)
(9,410)
–
(16,131)
(16,131)
–
(9,410)
(9,410)
–
(16,131)
(16,131)
Total items
948
(10,422)
(9,474)
(11)
9,729
9,718
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
21
NOTES TO THE FINANCIAL STATEMENTS
3. Property losses and gains and separately disclosed items (continued)
Operating items
Other operating income and costs
Included within other operating income and costs is an adjustment for previously undercharged depreciation on fixed assets,
resulting in a cost of £968,000 (2024: income of £4,139,000) this period.
Costs of £3,281,000 (2024: £1,059,000) have been recognised in the period, relating to:
- £1,640,000 (2024: nil) relating to property expenditure which the company deems to be outside the usual course of
business and therefore classified as separately disclosed items.
- £799,000 (2024: nil) of employee settlement agreements.
- £282,000 (2024: nil) of aged utility supplier debt.
- £216,000 (2024: £1,846,000) relating to a contractual dispute with a large supplier which is now resolved.
- £205,000 (2024: nil) relating to a court case with HMRC which is now resolved.
- £139,000 (2024: nil) due to a historic VAT correction.
- in the prior period, costs of £1,846,000 mentioned above were offset by income of £1,471,000 relating to a settlement
agreement in addition to costs of £684,000 for a historic employment issue.
Property losses
Costs and income relating to sites sold or surrendered during the year.
Impairments
22
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
NOTES TO THE FINANCIAL STATEMENTS
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
25
NOTES TO THE FINANCIAL STATEMENTS
26
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
NOTES TO THE FINANCIAL STATEMENTS
28
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
NOTES TO THE FINANCIAL STATEMENTS
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
29
NOTES TO THE FINANCIAL STATEMENTS
9. Analysis of change in net debt
30 July
28 July
27 July
Cash
Non
Cash
Non
2023
2024
2025
flows
cash
flows
cash
£000
£000
£000
£000
£000
£000
£000
Borrowings
Cash and cash equivalents
87,173
(29,940)
–
57,233
(18,551)
–
38,682
Other loan receivable
803
(87)
–
716
87
–
803
Asset-financing obligations
(4,200)
4,245
(45)
–
–
–
–
Current net borrowings
83,776
(25,782)
(45)
57,949
(18,464)
–
39,485
Bank loans
(629,783)
8,948
(394)
(621,229)
(43,586)
(1,336)
(666,151)
Other loan receivable
1,986
(691)
(101)
1,194
(870)
1
325
Private placement
(97,860)
–
(45)
(97,905)
–
(46)
(97,951)
Non-current net borrowings
(725,657)
8,257
(540)
(717,940)
(44,456)
(1,381)
(763,777)
Net debt
(641,881)
(17,525)
(585)
(659,991)
(62,920)
(1,381)
(724,292)
Derivatives
NC Interest-rate swaps asset
11,944
(14,783)
2,839
–
–
–
–
Current Interest rate swaps liability
(78)
–
(623)
(701)
–
701
–
NC Interest-rate swaps liability
–
–
(4,073)
(4,073)
–
(3,990)
(8,063)
Total derivatives
11,866
(14,783)
(1,857)
(4,774)
–
(3,289)
(8,063)
Net debt after derivatives
(630,015)
(32,308)
(2,442)
(664,765)
(62,920)
(4,670)
(732,355)
Leases
Current Lease assets
1,361
(976)
973
1,358
(1,063)
1,372
1,667
Non- current Lease assets
8,449
–
411
8,860
–
(61)
8,799
Current Lease obligations
(51,486)
40,183
(38,279)
(49,582)
39,371
(41,831)
(52,042)
Non-current Lease obligations
(391,794)
–
23,134
(368,660)
–
13,499
(355,161)
Net lease liabilities
(433,468)
39,207
(13,761)
(408,024)
38,308
(27,021)
(396,737)
Net debt after derivatives and lease liabilities
(1,063,483)
6,899
(16,203)
(1,072,790)
(24,612)
(31,691)
(1,129,092)
Lease obligations represent long-term payables, while lease assets represent long-term receivables – both are, therefore,
disclosed in the table above.
The non-cash movement in bank loans and the private placement relate to the amortisation of loan issue costs. The
amortisation charge for the year of £1,382,000 (2024: £439,000) is disclosed in note 5.
The movement in interest-rate swaps relates to the change in the ‘mark to market’ valuations for the year for swaps. See note
21 for further detail.
Non-cash movement in net lease liabilities (note 22)
27 July
28 July
2025
2024
£000
£000
Recognition of new leases
(22,016)
(8,617)
Recognition of new lease assets
1,399
1,900
Remeasurements of existing leases liabilities
(16,123)
(22,458)
Remeasurements of existing leases assets
(88)
(516)
Disposals and derecognised leases
–
2,081
Lease transfers to property, plant and equipment
9,732
14,179
Exchange differences
75
(330)
Non-cash movement in net lease liabilities
(27,021)
(13,761)
30
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
NOTES TO THE FINANCIAL STATEMENTS
32
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
NOTES TO THE FINANCIAL STATEMENTS
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
33
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
43
fdfdfds
48
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
fdfdfds
STRATEGIC REPORT
Strategy
Employees
The Company’s strategy is to seek a return on capital in
All employees are encouraged to participate in the
excess of the cost of the capital which will provide funds
business, with some examples being:
for developments, dividends and reinvestment.
◼ Several Company initiatives to encourage employees to
suggest small and continuous improvements to the running
of their pubs
◼ ‘Tell Tim’ suggestion scheme for all employees allowing
them to be involved in the decision-making process for key
business issues
Business review and future trends
◼ Pub managers, area managers and other pub
A review of the Company’s business and the
employees attending and contributing to weekly operations
key measures of its performance, sometimes called key
meetings, hosted by the chairman or chief executive
performance indicators (KPIs), can be found in the
chairman’s statement under the financial performance
◼ Area managers invited to meet the board of directors
section. The chairman’s statement also discusses those
(before each board meeting)
trends and factors likely to affect the future development,
and performance of the Company. Environmental KPIs can
◼ Regular liaison meetings held with employees, at all
be found on page 54.
levels, to gain feedback on aspects of the business and
ideas for improvement
Social matters
◼ Directors and senior management completing regular
Wetherspoon provides jobs for over 42,000 people, paying
visits to pubs
a reasonable percentage of its profits as bonus for those
working in the pubs and at head office, training large
◼ The appointment of two employee directors to the full
numbers of staff and paying a significant percentage of our
board of the Company and two associate employee
sales as taxes to the government.
directors
◼ Weekly e-mail from the chief executive to all employees
Further information about these policies are published on:
jdwetherspoon.com
◼ Head-office staff completing regular pub and kitchen
shifts (both front of house and in the kitchen) to help in
Human rights
understanding any staff/customer issues
The Company is committed to respecting human rights
Employee diversity
across the business by complying with all relevant laws
The table below shows the breakdown of directors, senior
and regulations. The Company prohibits any form of
managers and employees as at the reporting date.
discrimination, forced, trafficked or child labour and is
committed to safe and healthy working conditions for all
Male
Female
individuals, whether employed by the Company directly or
Directors
15
3
by a supplier.
Senior managers
505
361
Legal and ethical conduct
All employees
21,042
21,771
The Company has comprehensive measures to meet its
statutory requirements across all areas of its operation and
The Company recognises that it does not yet meet all of
also those expected by customers and employees, as
the board diversity targets as set out by the Financial
necessary, for the long-term success of the business.
Conduct Authority (FCA), in that, at the Company’s
Risks in this area can occur from corruption, bribery and
reference date of 27 July 2025 (its year end), under 40%
human rights abuses, including discrimination, harassment
of the board members are female and there is not a female
and bullying.
in one of the senior board positions.
The Company has training programmes for all employees.
Wetherspoon values the experience of its current board
It also has a documented whistleblowing programme,
directors and has strengthened this experience in recent
written processes and procedures and a supply chain audit
years by appointing four worker directors. Two of the
programme.
worker directors sit on the board, one of whom is female
and one of whom is from a minority ethnic background.
The other two worker directors are associate directors who
attend all board meetings, one of whom is female.
No board appointments have been made since
the FCA’s targets came into force. When making future
recruitment decisions, the Company will continue
to consider the FCA’s targets and related guidance.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
49
fdfdfds
STRATEGIC REPORT
Section 172 statement
Section 172 of the Companies Act 2006 requires that
◼ Most of the Company’s employees are customers and
directors of a Company act in good faith to promote the
many are shareholders. The Company encourages its
success of the Company for all stakeholders.
employees to feed back their views, as well as those of
their friends and family. The Company operates a
In the period, all directors of the Company have acted in a
suggestion scheme through the ‘Tell Tim’ initiative
manner most likely to achieve the long-term success of the
whereby any employee can send in ideas and/or make a
business for its shareholders, employees, customers,
recommendation for improving the Company.
suppliers and the wider community in which the Company
◼ Details of the Company’s employment policy are
operates.
disclosed on page 80. Information on employee
engagement can be found above.
In the period, the directors have made decisions in several
areas, often after comprehensive consultation with pub
◼ Where possible, the Company forms long-term
teams and the wider management teams. Examples
relationships with suppliers, so that all parties have a more
include the various pricing and promotion decisions taken,
certain environment in which to operate. The Company’s
the share buybacks made in the year, the timing around
responsible retailing policy is published on the website.
hedging utility costs, the investment decisions relating to
◼ The Company communicates with its customers through
new and existing pubs, and the extent to which pay rates
its website and Wetherspoon News.
were increased throughout the year. Further risks have
been outlined in the risk section on pages 51-52.
◼ Information on human rights, environmental and social
matters, food safety, cyber security and reputational
Examples of the Company’s engagement with
matters is provided in this strategic report, while further
stakeholders are:
information is published on the Company’s website.
◼ Wherever practical, directors consult widely among the
Non-financial and sustainability information statement
Company’s employees, about decisions made about the
The climate-related risks and opportunities of the
Company. The directors believe that wide consultation and
Company are outlined on pages 53-55 and have been
a management team with extensive industry experience
considered as part of the going concern review. All other
are likely to result in the best long-term decisions. The
required information is included in relevant sections of the
Company’s senior management team regularly engages
annual report and accounts.
with pub-based employees through meetings and pub
visits.
50
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
fdfdfds
STRATEGIC REPORT
Principal risks and uncertainties facing the Company
In the course of normal business, the Company continually assesses significant risks, categorised based on impact and
likelihood. The following risks, while not intended to be a comprehensive analysis, constitute (in the opinion of the board) the
principal risks and uncertainties currently facing the Company.
Business strategy
Supply chain disruption
Risk’s description
.
Risk’s description
The Company is aware that, in operating in a
Being unable to supply our pubs with products,
consumer-facing business, its business reputation,
when required, at a competitive price.
established over many years, can be damaged in
a significantly shorter time frame. The Company
faces further risks through the competitive nature
of the industry and wider retail markets and
believes it’s important to stay ‘in fashion’.
Changes during the year
Changes during the year
• Supermarkets pay zero VAT on food and are able to
• Availability of products owing to disruptions in global
benefit by selling alcohol at a discounted price.
supply chains, eg free range eggs.
• Changing consumer habits, as a result of rising costs.
• The introduction of ‘producer responsibility obligations’
• Increasing number of empty units on the high street.
which is a tax on the supply chain.
Residual risk and impact on the business
Residual risk and impact on the business
Failure to execute the right strategy could lead to lower sales
The Company’s reputation could be damaged if menu items
and/or damage reputation and adversely affect profitability.
are unavailable.
Negative consumer reaction to increasing prices, potentially
leading to reduced profits, or narrowing profit margins.
Risk’s mitigation
Risk’s mitigation
• Challenging incorrect publications about the Company.
• The Company works closely with its supply chain to
• Tax Equality Day advertising the tax disparity which
maintain product availability.
exists between pubs/restaurants and supermarkets.
• Dual supply of key menu items.
• Staying relevant to customers in regards to products,
• The Company conducts regular audits of its supply
pub design and pricing.
chain.
• Monitoring competitors’ actions.
• Long-term contracts with suppliers provide more
• Consultative approach to strategy from all levels of the
certainty of supply and pricing.
business.
Health and safety
Legal and compliance
Risk’s description
Risk’s description
The safety of customers, employees and
Failure to comply with legislative requirements
contractors is at risk if processes are not followed
and taxation policies, including environmental
in relation to food-handling, equipment usage,
legislation.
maintaining a safe working environment and the
use of hazardous substances.
Changes during the year
Changes during the year
• Continued focus on food hygiene and allergen
• Minimum wage rate changes.
awareness.
• National insurance contribution changes.
• The introduction of ‘producer responsibility obligations’.
Residual risk and impact on the business
Residual risk and impact on the business
Ineffective health and safety practices could result in harm to
Non-compliance could result in financial penalties,
individuals, prosecution, closure of pubs and reputational
prosecution and reputational damage.
damage.
Risk’s mitigation
Risk’s mitigation
• Target for all pubs to achieve a 5* food hygiene rating.
• Policies and processes in place to ensure compliance
• Internal audits of pubs and processes.
in all areas.
• All employees are provided with regular training in
• Regular updates are provided to the business on
health and safety, allergens and food hygiene matters.
changes to legislation, eg tax changes following
• Pubs are provided with the necessary resources and
government budget statements.
support to ensure that safe working practices are
• Continued professional development through training,
maintained.
completion of qualifications and communication with
• Buildings are well maintained to ensure a safe
third-party specialists.
operating environment.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
51
fdfdfds
STRATEGIC REPORT
Technology, cyber security, data security
People
Risk’s description
Risk’s description
Loss of key information or business disruption
Not attracting the right people with
through system failures, cyber-attacks and data
sufficient experience to ensure the Company’s
breaches.
future success.
Changes during the year
Changes during the year
• Increasing frequency of cyber-attacks across all UK
• Increasing labour costs.
businesses.
• Managerial length of service has continued to increase.
• Decreasing staff turnover.
Residual risk and impact on the business
Residual risk and impact on the business
Any prolonged or significant failure of business systems
Failure to retain or attract the right people would lead to a
could pose a risk to trading, eg reduced profits, reputational
diminished customer experience, higher staff turnover rates,
damage and loss of personal information.
less experience among the workforce, higher recruitment
costs and lower productivity levels.
Risk’s mitigation
Risk’s mitigation
• Ensuring appropriate technologies, policies and
• The Company offers a comprehensive remuneration
procedures are in place, including disaster-recovery
package (eg staff discounts, bonuses, free shares and
plans and system backups/updates.
free meals when on duty), as well as genuine
• The Company continually assesses the risks posed by
opportunities to progress within the business.
cyber threats and makes changes to its technologies,
• The Company’s policy is to recruit from within the
policies and procedures to mitigate identified risks.
business, where possible.
Business continuity, crisis management and disaster
Liquidity and financing
recovery
Risk’s description
Risk’s description
Unexpected events such as fires, floods and
Inability to maintain cash flows to meet the needs
pandemics will affect the Company’s ability to
and/or the debt covenants of the business.
operate.
Changes during the year
Changes during the year
• There have been no material changes during the year.
• Improvement in overall Company performance.
• Continued share buybacks in the year.
• Payment of dividends for the first time since COVID-19.
Residual risk and impact on the business
Residual risk and impact on the business
These risks are outside of the Company’s control, therefore
Insufficient funding or breaches of financing arrangements
without sufficient disaster-recovery plans, the impact could
could affect the Company’s ability to trade freely.
be material.
Risk’s mitigation
Risk’s mitigation
• Mitigating actions taken by the Company will depend on
• Sales, profitability, cashflow movements and
the nature of the event, how much forewarning the
investment decisions are reviewed and agreed by the
Company has and the reaction of the wider economic
management team.
community.
• Interest rates and energy costs are fixed to give
• Disaster-recovery plans are in place which seek to
increased certainty of future cash flows.
minimise such incidents’ impact.
• Maintenance of sufficient levels of cash to sustain
• Communication platforms exist with the ability to send
periods of economic uncertainty.
instant messages to the workforce population.
Climate change risk discussed on pages 53-55.
Risk change year on year:
increased
unchanged
decreased
By order of the board
Nigel Connor
Company Secretary
2 October 2025
52
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
fdfdfds
STRATEGIC REPORT – ENVIRONMENTAL MATTERS
This report outlines the assessment performed by the Company in establishing the key climate-related risks and opportunities
identified to date. This disclosure and supporting documentation are reviewed annually, and are deemed compliant.
Governance
The Wetherspoon board of directors is responsible for the Company’s overall environment strategy.
The Company’s audit committee is responsible for providing oversight of the financial reporting, audit and internal control
processes, ensuring that these comply with the law and various applicable regulations.
The Company’s risk register, which includes a climate change section, is reviewed regularly at the Company’s board and audit
committee meetings.
The Company has four environmental working groups, focusing on waste and recycling, supply chain, data and reporting and
operations/property. The groups track the Company’s progress against environmental targets, including its carbon-reduction
targets which have been approved by the Science Based Target initiative (SBTi). Initiatives discussed by the groups are
communicated to the wider business via environment champions assigned to each of the pubs. These champions are
responsible for communicating energy, environment, waste and recycling best-practice. All Company employees receive regular
training and updates on environmental matters.
Risk management
The Company’s internal audit department is responsible for the day-to-day management of the risk register. Eight of the
Company’s identified risks are reported on pages 51-52. Each risk area is owned by a particular department including the
identification and assessment of the principal risks. Risks are categorised according to the probability of occurrence and severity
of impact.
Strategy
The Company recognises that it faces both risks and opportunities relating to climate change. The strategic focus in this area
has been specifically towards: carbon taxes; the availability of electricity; changes to transport networks; possible changes in
customers’ behaviour; coastal erosion; flooding; supply chain disruption; product availability/pricing.
In the section below, the Company has expanded on three of the risks and two opportunities. However, all of the above risks
have been fully reviewed by the board of directors. The Company assesses the effect of climate change over the short, medium
and long term and estimates the financial impact.
As climate change evolves, management will adapt its strategic focus accordingly.
Risks and opportunities
Risk / opportunity
Time
Impact
Mitigations
Risk type Chronic
Financial
horizon
or acute
impact
Risk: Lack of product
Medium
A lack of product availability
Seek additional
Physical/
Chronic
High
availability in the
may increase costs, affect
suppliers and
transitional
supply chain due to
product quality and lower
ensure contingency
weather conditions.
profitability.
plans are in place.
Risk: Increased
Medium
Pub closures would affect the
Use of flood
Physical
Acute
Medium
likelihood of flooding
profitability of the Company,
defences, where
from more rain and
through lower sales, potential
necessary and due
rising sea levels.
rising insurance premiums and
consideration when
the relocation of staff.
acquiring new
premises.
Risk: Introduction of
Short
Carbon taxes could lead to a
Adherence to
Transitional
N/A
Medium
carbon taxes and
direct additional cost to the
decarbonisation plan
legislative changes.
Company if it is unable to
and working with
reduce emissions. Any
external consultants
legislative non-compliance
and bodies to
could increase costs and
monitor legislative
create reputational damage.
change.
Opportunity: Warmer
Long
If temperatures were to rise by
N/A
N/A
N/A
N/A
average temperatures
2°C or more, produce such as
may result in produce
tomatoes, oranges and grapes
previously produced in
for wine could be grown in the
warmer-climate
UK. This could lower the
regions being grown
Company’s carbon footprint,
locally.
while reducing produce costs
through lower transportation
and import fees.
Opportunity: Increased
Medium
The use of solar power on pub
N/A
N/A
N/A
N/A
sunlight would provide
roofs and surrounding land
more opportunity for
would reduce the Company’s
the use of solar power.
energy costs.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
53
fdfdfds
STRATEGIC REPORT – ENVIRONMENTAL MATTERS
Key
2
Risk type
Chronic or acute
Time horizon
Financial impact
Physical
Risks due to longer-term
Chronic physical risks refer to longer-
Long
25 years +
High
>£25m
shifts in climate
term shifts in climate patterns (eg
Medium
10-25 years
Medium
£5-25m
patterns, such as
sustained higher temperatures) which
Short
0-10 years
weather disruption.
may cause sea levels to rise or chronic
Low
<£5m
Transitional
Risks in transitioning to a
heat waves.
2
Annual impact
lower-carbon economy,
Acute physical risks refer to those
eg new policies or
which are event driven, including
regulations.
increased severity of extreme weather
events, eg cyclones/hurricanes/floods.
Metrics and targets
The Company has been recognised for reducing its greenhouse gas emissions and is listed in the 2025 FT-Statista Europe’s
Climate Leaders list, highlighting companies which, over a five-year period, have achieved the greatest reduction in emissions.
The Company is a member of ‘Zero Carbon Forum’, whose purpose is to support the hospitality sector in meeting its carbon-
reduction targets. Progress towards achieving ‘net zero’ has been detailed in the section below.
The Company’s near-term, long-term and science-based net-zero targets were validated by the SBTi. These are listed on the
SBTi’s website. The Company’s main environmental targets are:
Overall net-zero target
J D Wetherspoon commits to reach net-zero greenhouse gas emissions across the
value chain by FY2050.
Near-term targets
J D Wetherspoon commits to reduce absolute scope 1 and 2 GHG emissions by 80%
by FY2033 from a FY2019 base year.
JD Wetherspoon commits to reduce absolute scope 3 GHG emissions 59% by within
the same timeframe.
Long-term targets
J D Wetherspoon commits to reduce absolute scopes 1,2 and 3 GHG emissions by
90% by FY2050 from a FY2019 base year.
Other targets not approved by the SBTi
Recycle 95% of recyclable waste.
Zero waste to landfill.
The Company has reported its greenhouse gas emissions (GHG) publicly since 2014.
Fuel
GHG emissions
Scope 1
Scope 2
Scope 3
Total
Turnover
Intensity
(car)
Tonnes
Tonnes
Tonnes
Tonnes
Tonnes
Tonnes CO
2
e
Unit
£m
CO
2
e
CO
2
e
CO
2
e
CO
2
e
CO
2
e
/ £m revenue
2025
36,410
80,008
740,987
797
858,202
2,128
403.3
2024
26,431
58,280
708,625
967
794,303
2,035
390.3
2019 – base year
47,358
94,016
1,295,991
1,034
1,438,399
1,819
790.8
The 2019 data in the table above is calculated by taking consumption data and converting it using conversion factors
published by the Department for Business, Energy & Industrial Strategy. The data relied heavily on assumptions and averages.
Since then, the Company has improved data accuracy alongside reduction efforts. The Company has chosen not to revise its
2019 baseline figures and, instead, is focused on improving accuracy of reporting year by year.
The 2024 data was previously calculated using the above method, but since then, more accurate information has been
obtained. Therefore, the 2024 data has been updated.
Definitions:
• Scope 1 – direct emissions (from controlled sources, such as fuels used in pubs, hotels and at head office; also
includes emissions from company vehicles, excluding logistics).
• Scope 2 – indirect emissions (from purchased sources, such as the generation of electricity used in pubs, hotels and
at head office).
• Scope 3 – indirect emissions (which occur in a company’s supply chain, but are not from sources which the company
owns or controls)
Scope 3 emissions are the largest contributor to the Company’s overall carbon emissions. Measuring carbon emissions in the
supply chain, where the bulk of scope 3 emissions are generated, is a complex task. As our starting point, carbon emissions are
allocated to every product sold. Where detailed data is not currently available, assumptions are made based on industry
averages. Over time, the quality of data should improve. Reducing scope 3 emissions will rely ultimately on a partnership
approach with the Company’s worldwide suppliers and on their own plans to reduce carbon emissions themselves.
The Company regularly trials energy-saving technology to reduce consumption and CO
2
emissions. During the financial year,
these initiatives have included:
◼ LED lights – an upgrade to all lighting at the Company’s head office building.
◼ Electric kitchens – new pubs now have fully electric kitchens, removing the need for gas supply.
◼ Voltage optimisation – a trial is ongoing and we are reviewing options for a wider business implementation.
◼ Solar panels – at the early stages of a project to increase the amount of solar power generated across the estate.
54
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
fdfdfds
STRATEGIC REPORT – ENVIRONMENTAL MATTERS
Contribution to the environment
In the year, J D Wetherspoon has contributed £16.7m to government environmental schemes as outlined below:
2025
2024
£000
£000
Climate change levies
13,918
10,243
Fuel duty
1,893
2,022
Extended Producer Responsibility (EPR)
816
-
Plastic packaging tax
119
510
The Company aims to reduce its impact on the environment. Below are two areas where progress has been made:
RECYCLABLE WASTE
4,574 tonnes
498 tonnes
696 tonnes
1,987 tonnes
35 tonnes
of cardboard and paper,
of metal, including
of plastic, including
of cooking oil, collected
of waste electrical and
including packaging and
drinks cans and
milk bottles and
in the original reused
electronic equipment
boxes
baked bean tins
packaging
containers and
(WEEE)
converted to biodiesel
for agricultural use
10,083 tonnes
21,339 tonnes
19,683 tonnes
of food waste collected, 100% diverted
of glass waste collected, 100% diverted
of general waste collected, 99.8%
from landfill
from landfill
diverted from landfill
The pubs and head office segregate waste into a minimum of seven streams: glass, tin/cans, cooking oil, paper/cardboard,
plastic, lightbulbs and general waste. In addition, food waste is also separated and sent for anaerobic digestion. Any remaining
non-recyclable waste is sent to waste-to-energy power plants which reduce CO
2
and the use of fossil fuels. The Company aims
to send no waste to landfill and to remove all unnecessary single-use plastics.
The Company has a dedicated recycling centre at its national distribution centre. As part of the delivery process, collections are
made of mixed recycling, used cooking oil, textiles and aluminium.
BIODIESEL CONVERSION
31,058 tonnes of cooking oil has been collected from pubs since 2012. Biodiesel is a renewable fuel created from refining used
cooking oil. It is used in transportation and machinery and has a lower Kg CO
2
e than regular diesel. If used cooking oil is not
disposed of correctly, it can harm the environment by polluting rivers, blocking drains and sewers and could lead to flooding.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
55
INDEPENDENT AUDITORS’ REPORT
Opinion
• Obtaining management’s base case, downside
Our opinion on the financial statements is unmodified
scenario and reverse stress test scenario for the
We have audited the financial statements of J D
period until 31 October 2026, together with supporting
Wetherspoon plc (the ‘company’) for the 52 weeks ended
evidence for all key trading, working capital and cash
27 July 2025, which comprise the Income statement, the
flow assumptions and challenging the reasonableness
Statement of comprehensive income, the Cash flow
of those key assumptions;
statement, the Balance sheet, the Statement of changes in
• Assessing the robustness and accuracy of forecasts
equity and notes to the financial statements, including
prepared by comparison to forecasts made in prior
material accounting policy information. The financial
periods, including assessing management’s historic
reporting framework that has been applied in their
ability to forecast, in light of our understanding of the
preparation is applicable law and UK-adopted international
company’s operations;
accounting standards.
• Assessing reverse stress tests performed by
In our opinion, the financial statements:
management and determine if they are plausible;
• give a true and fair view of the state of the company’s
affairs as at 27 July 2025 and of its profit for the 52
• Assessing forecast compliance with financial
weeks then ended;
covenants within the facilities for the period to 31
• have been properly prepared in accordance with and
October 2026 and assessed available headroom in the
UK-adopted international accounting standards; and
forecast period;
• have been prepared in accordance with the
• Performing arithmetical accuracy procedures on each
requirements of the Companies Act 2006.
of management’s forecast scenarios, including
forecast liquidity and covenant calculations; and
Basis for opinion
• Assessing the disclosures made within the financial
We conducted our audit in accordance with International
statements for consistency with management’s
Standards on Auditing (UK) (ISAs (UK)) and applicable
assessment of going concern and whether they are in
law. Our responsibilities under those standards are further
line with the accounting standards.
described in the ‘Auditor’s responsibilities for the audit of
In our evaluation of the directors’ conclusions, we
the financial statements’ section of our report. We are
considered the inherent risks associated with the
independent of the company in accordance with the ethical
company’s business model including effects arising from
requirements that are relevant to our audit of the financial
macro-economic uncertainties such as the recent
statements in the UK, including the FRC’s Ethical Standard
inflationary environment. In determining the impact of this,
as applied to listed public interest entities, and we have
we assessed and challenged the reasonableness of
fulfilled our other ethical responsibilities in accordance with
estimates made by the directors and the related
these requirements. We believe that the audit evidence we
disclosures and analysed how those risks might affect the
have obtained is sufficient and appropriate to provide a
company’s financial resources or ability to continue
basis for our opinion.
operations over the going concern period.
Conclusions relating to going concern
In auditing the financial statements, we have concluded
We are responsible for concluding on the appropriateness
that the directors’ use of the going concern basis of
of the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is
accounting and, based on the audit evidence obtained,
appropriate.
whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Based on the work we have performed, we have not
company’s ability to continue as a going concern. If we
identified any material uncertainties relating to events or
conclude that a material uncertainty exists, we are required
conditions that, individually or collectively, may cast
to draw attention in our report to the related disclosures in
significant doubt on the company’s ability to continue as a
the financial statements or, if such disclosures are
going concern for a period of at least twelve months from
inadequate, to modify the auditor’s opinion. Our
when the financial statements are authorised for issue.
conclusions are based on the audit evidence obtained up
to the date of our report. However, future events or
In relation to the company’s reporting on how it has applied
conditions may cause the company to cease or continue
the UK Corporate Governance Code, we have nothing
as a going concern.
material to add or draw attention to in relation to the
directors’ statement in the financial statements about
Our evaluation of the directors’ assessment of the
whether the directors considered it appropriate to adopt
company’s ability to continue to adopt the going concern
the going concern basis of accounting.
basis of accounting included:
• Updating our understanding of management’s
Our responsibilities and the responsibilities of the directors
budgeting and forecast process relevant to the
with respect to going concern are described in the relevant
assessment of going concern in line with ISA 570.
sections of this report.
56
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
INDEPENDENT AUDITORS’ REPORT
Our approach to the audit
Overview of our audit approach
Overall materiality: £10,000,000, which represents approximately 0.5% of the
company’s revenue.
A key audit matter was identified as the impairment of property, plant and
equipment and right of use assets (same as previous period).
Key audit
Materiality
matters
There have been no changes in the key audit matter for the company since the
prior period.
Scoping
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
Description Audit response
significance in our audit of the financial statements of the current period and include the
most significant assessed risks of material misstatement (whether or not due to fraud)
that we identified. These matters included those that had the greatest effect on: the
KAM
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
Our results / Key
the financial statements as a whole, and in forming our opinion thereon, and we do not
Disclosures
observations
provide a separate opinion on these matters.
In the graph below, we have presented the key audit matters, significant risks and other
risks relevant to the audit
High
Impairment of
property, plant
Management
and equipment
Occurrence of revenue
override of
and right of use
Potential
– items not identified as
controls
assets
financial
notable from data
analytics
statement
impact
Low
Low
Extent of management judgement
High
Key audit matter
Significant risk
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
57
INDEPENDENT AUDITORS’ REPORT
Key Audit Matter
How our scope addressed the matter
The impairment of property, plant and
In responding to the key audit matter, our audit procedures included the following:
equipment (“PPE”) and right of use assets
• Challenged the accounting policy for impairment of assets for compliance with
(“ROU assets”)
IAS 36 and checked that the application of the policy by the company is
We identified the impairment of PPE and ROU
consistent with the stated policy;
assets as one of the most significant assessed
risks of material misstatement due to fraud and or
• Updated our understanding of the impairment process and controls and
error.
performed walkthroughs to evaluate the design and implementation of relevant
At 27 July 2025, the carrying value of PPE was
controls;
£1.4bn (28 July 2024: £1.4bn), which represented
• Verified that the identification of the CGUs and the allocation of assets and costs
the largest account in the balance sheet.
Additionally, the carrying value of the ROU assets
to these CGUs are appropriate based on our understanding of the business;
was £0.4bn (28 July 2024: £0.4bn).
• Verified the arithmetic accuracy and integrity of the impairment model, ensuring
The directors consider each individual pub to be a
all pubs were included in the assessment and validated the inputs to source
separate cash generating unit (“CGU”). The
documents; and
directors are required to undertake an impairment
assessment where events indicate that the carrying
• Challenged the appropriateness of the methodology employed by management to
value of the cash generating unit may not be
identify indicators of impairment in reference to IAS 36, corroborating any
recoverable.
changes from prior period.
The process for measuring and recognising
• For those pubs with indicators of impairment, we performed the following audit
impairment under International Accounting
procedures:
Standard 36 ‘Impairment of Assets’ (“IAS 36”) is
complex and requires significant judgement,
• Challenged the appropriateness of key assumptions, such as discount rate,
including assumptions within management’s
growth rate, and cash flow assumptions such as sales, gross margin, and cost
assessment of the impact of the geopolitical and
base;
inflationary factors on future trading activity for
each pub, the determination of the appropriate
• Engaged our auditors’ valuation experts to corroborate inputs into the discount
discount rate to be applied to those cashflows, as
rate calculation, benchmarking the figures against other comparable companies;
well as management’s projections for the future
• Compared management’s assumptions against uncertainties inherent within the
financial performance of each pub and where
appropriate, the underlying market value of the
current economic environment and industry data;
pub.
• Obtained corroborative evidence supporting management’s judgements used,
Management identifies pubs which have an
with additional consideration on pubs identified in the significant risk categories,
indicator of impairment (management’s “Watchlist”
specifically focusing on historical, current and anticipated financial performance,
of pubs).
correspondence with pub or area managers and evidence of operational changes
We have pinpointed our significant risk on pubs
that had:
made;
• Where the impairment assessment was based on a fair value approach, we
• A negative profit and a proposed impairment
obtained the property valuation from management and corroborated the valuation
greater than the average
using external market data, including recent market transactions, recent desktop
• Or met all of the three following criteria:
valuations from external parties and/or indicative offers from third parties.
o Impairment greater than the average
• Assessed the sensitivity analysis performed by management and performed our
o Net book value greater than the average
own sensitivity analysis to consider the impact of changes in the key assumptions
o Profit further away from the profit required
(the profit which would result in the pub not
such as discount rate, sales price increase and inflation rates on cost elements of
being impaired) than the average
the pubs;
This is on the basis that the risk of material
• Checked that appropriate disclosures have been included in the financial
misstatement on these pubs is higher, with
statements, especially those regarding key estimates, and challenged
performance being behind that of the rest of the
pub estate, with a larger potential quantum of
management where necessary.
impairment due to the net book value of the
property
Relevant disclosures in the Annual Report and
Key observations
Financial Statements 2025
We identified that additional impairments were required in relation to the impairment
• Financial statements: Note 3
of PPE and ROU assets. Management have considered and accepted these further
• Financial Statements: Note 13
impairments and adjustments were made.
• Accounting Policies: Important estimates,
impairment of PPE and ROU assets
• Corporate Governance: Significant financial
reporting items
58
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
INDEPENDENT AUDITORS’ REPORT
Our application of materiality
We apply the concept of materiality both in planning and performing the audit, and in evaluating the effect of identified
misstatements on the audit and of uncorrected misstatements, if any, on the financial statements and in forming the opinion in
the auditor’s report.
Materiality was determined as follows:
Materiality measure
Company
Materiality for financial
We define materiality as the magnitude of misstatement in the financial statements that, individually or
statements as a whole
in the aggregate, could reasonably be expected to influence the economic decisions of the users of
these financial statements. We use materiality in determining the nature, timing and extent of our audit
work.
Materiality threshold
£10,000,000 (2024: £7,000,000), which represents approximately 0.5% of the company’s revenue.
In determining materiality, we made the following significant judgements:
Significant judgements
made by auditor in
• We evaluated a range of benchmarks, including revenue, profit before tax and total assets.
determining the
Consistent with the prior year we disclose materiality as a percentage of revenue above.
materiality
• The benchmark in determining materiality has been selected taking into account the industry as a
whole and the comparison with competitors in terms of size and business model.
We consider revenue to be the most appropriate benchmark in line with prior periods due to its
prominence in the financial statements and its significance to key users of the accounts. Additionally,
revenue serves as a stable benchmark and provides a consistent basis for comparison across
different companies in the industry.
Performance
We set performance materiality at an amount less than materiality for the financial statements as
materiality used to
a whole to reduce to an appropriately low level the probability that the aggregate of uncorrected
drive the extent of our
and undetected misstatements exceeds materiality for the financial statements as a whole.
testing
Performance materiality
£7,500,000 (2024: £5,250,000), which is 75% (2024: 75%) of financial statement materiality.
threshold
Significant judgements
In determining performance materiality, we made the following significant judgements:
made by auditor in
determining the
• Whether there were any significant adjustments made to the financial statements in prior periods
performance materiality
• Whether there were any significant control deficiencies identified in prior periods or changes to the
control environment;
• Whether there were any changes in senior management during the period; and
• Whether there were any significant changes in business objectives / strategy.
Specific materiality
We determine specific materiality for one or more particular classes of transactions, account balances
or disclosures for which misstatements of lesser amounts than materiality for the financial statements
as a whole could reasonably be expected to influence the economic decisions of users taken on the
basis of the financial statements.
Specific materiality
We determined a lower level of specific materiality for the following areas:
• Directors’ remuneration; and
• Related parties
Communication of
We determine a threshold for reporting unadjusted differences to the audit committee.
misstatements to the
audit committee
Threshold for
£500,000 (2024: £350,000), which represents 5% of financial statement materiality, and
communication
misstatements below that threshold that, in our view, warrant reporting on qualitative grounds.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
59
INDEPENDENT AUDITORS’ REPORT
Overall materiality
The graph below illustrates how performance materiality interacts with our overall materiality and the threshold for
communication to the audit committee.
Revenue, £2,127,524k
FSM £10,000k, 0.5%
FSM £10,000k,
PM £7,500k TfC £500k
0.5%
An overview of the scope of our audit
We performed a risk-based audit that requires an understanding of the company’s business and in particular matters related to:
Understanding the company and its environment, including controls
The engagement team obtained an understanding of the company and its environment, including the controls and the assessed
risks of material misstatement. We performed interim and advanced audit procedures as well as an evaluation of the internal
control environment, including the company’s IT systems and controls.
Work to be performed on financial information of the company (including how it addressed the key audit matters)
An audit of the financial information of the Company has been completed to financial statement materiality (full-scope audit),
with specific focus on impairment of property, plant and equipment and right of use assets, which was identified as key audit
matter.
Performance of our audit
We performed the majority of our work on-site and undertook substantive testing on significant transactions and material
account balances, including the procedures outlined above in relation to key audit matters.
Changes in approach from previous period
The scope of the audit for the current year in broadly consistent with the scope applied in the previous year’s audit.
Other information
The other information comprises the information included in the annual report and financial statements, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual
report and financial statements. 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 audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine
whether there is 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.
60
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
INDEPENDENT AUDITORS’ REPORT
Our opinions on other matters prescribed by the Companies Act 2006 are unmodified
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 Rules 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 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.
Matter on which we are required to report under the Companies Act 2006
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we
have not identified material misstatements in:
• the strategic report or the directors’ report; or
• 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 of the FCA Rules.
Matters on which we are required to report by exception
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, or returns adequate for our audit have not been received from branches
not visited by us; or
• the 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 company.
Corporate governance statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the group’s compliance with the provisions of the UK Corporate Governance Code specified
for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
• the directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any
material uncertainties identified set out on page 66;
• the directors’ explanation as to their assessment of the company’s prospects, the period this assessment covers and why
the period is appropriate set out on page 66;
• the directors’ statement on whether they have a reasonable expectation that the company will be able to continue in
operation and meets its liabilities set out on page 66;
• the directors' statement on fair, balanced and understandable set out on page 65;
• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 51;
• the section of the annual report that describes the review of the effectiveness of risk management and internal control
systems set out on page 79; and
• the section describing the work of the audit committee set out on page 78.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
61
INDEPENDENT AUDITORS’ REPORT
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 65, 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 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 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures
are capable of detecting irregularities, including fraud, is detailed below:
• We obtained an understanding of the legal and regulatory frameworks applicable to the Company and determined that the
following laws and regulations were most significant: UK-adopted international accounting standards, IFRIC Interpretations,
Companies Act 2006, Listing Rules and the UK Corporate Governance Code;
• Additionally, we conducted enquiries regarding known or suspected fraud with management, the board of directors, the
finance team, Head of Legal and the Audit Committee and assessed the company's policies and procedures for compliance
with laws, detection of fraud risks, and the establishment of internal controls;
• We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making
enquiries of management, those responsible for legal and compliance procedures and the company secretary. Our findings
were corroborated by review of the board minutes and papers provided to the Audit Committee;
• We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might
occur. Audit procedures performed by the engagement team included:
- Obtaining an understanding of how those charged with governance considered and addressed the potential for override of
controls or other inappropriate influence over the financial reporting process;
- Challenging assumptions and judgements made by management in its significant accounting estimates;
- Identifying and testing journal entries with a focus on journals indicating large or unusual transactions or account
combinations based on our understanding of the business, including material journal entries impacting the profit and loss
accounts as well as journal entries posted by key management personnel;
- Applying audit data analytics techniques across the revenue population to match revenue recorded to cash receipts and
investigating and corroborating any unexpected exceptions;
- Applying audit data analytics techniques across the costs of goods sold population to match revenue recorded to cost of
goods sold and investigating and corroborating any unexpected exceptions;
- Assessing matters reported through the company’s whistleblowing programme and the results of management’s
investigation of such matters; and
- Identifying and assessing the design and implementation of controls management has in place to prevent and detect fraud.
• These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud
or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting
from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from
error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further
removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the
less likely we would become aware of it;
• We communicated relevant laws and regulations and potential fraud risks to all engagement team members, including
internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout
the audit; and
62
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
INDEPENDENT AUDITORS’ REPORT
• The engagement partner assessed the appropriateness of the collective competence and capabilities of the engagement
team, by considering the engagement team’s understanding of, and practical experience with, audit engagements of a
similar nature and complexity. We communicated relevant laws and regulations and potential fraud risks to all engagement
team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the
audit.
A further description of our responsibilities for the audit of the financial statements is located 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
We were appointed by the shareholders at the Annual General Meeting (AGM) on 21
November 2024 to audit the financial
statements for the 52 weeks ending 27 July 2025. Our total uninterrupted period of engagement is 8 years, covering the years
ended 29 July 2018 to 27 July 2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the company and we remain independent
of the company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for
the opinions we have formed.
Stephen Osborne FCA
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
2 October 2025
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
63
NON-EXECUTIVE
MANAGEMENT
EMPLOYEE
EXECUTIVE BOARD
ASSOCIATE
EMPLOYEE
DIRECTORS
BOARD
DIRECTORS
DIRECTORS
DIRECTOR
S
DIRECTORS AND OFFICERS
Tim Martin, Chairman, aged 70
John Hutson, Chief Executive Officer, aged 60
Founded the Company in 1979, having previously studied law at
Joined in 1991 and was appointed to the board in 1996. He is a
Nottingham University and qualified as a barrister. He became
graduate of Exeter University.
chairman in 1983.
Ⓑ Ⓜ
Ⓑ
James Ullman, Personnel and Retail Auditor Director, aged 54
Ben Whitley, Finance Director, aged 47
Joined in 1994 and was appointed to the board in 2022. He is a
Joined in 1999 and was appointed to the board in 2015. He is a
graduate of Brighton University and Birmingham City University.
graduate of Durham University and qualified as a chartered
He became a chartered internal auditor in 2011.
management accountant in 2012.
Ⓑ Ⓜ
Ⓑ Ⓜ
Hudson Simmons, Employee Director, aged 53
Deborah Whittingham, Employee Director, aged 56
Joined in 1997 and was appointed to the board in 2021 and is
Joined in 1992 and was appointed to the board in 2021. She is
area manager for the Sheffield area. He is a graduate of
regional manager for the West Midlands.
Nottingham Trent University.
Ⓑ
Ⓑ
Ben Thorne, Senior Independent Director, aged 66
Harry Morley Non-Executive Director, aged 60
Appointed to the board in 2020, he is the senior independent
Appointed to the board in 2016 and is chair of the audit committee.
director and chair of the nomination committee. He is a graduate
He is a graduate of Oxford University. He is a non-executive
of Westminster University. He qualified as a solicitor in 1985. He is
director of Cadogan Group Limited and of Schroder Mid Cap Fund
a consultant to Zeus Capital.
plc. He is a trustee of the Ascot Authority. He qualified as a
chartered accountant in 1991.
Ⓑ Ⓐ Ⓝ Ⓡ
Debra van Gene, Non-Executive Director, aged 71
Ⓑ Ⓐ Ⓝ Ⓡ
Appointed to the board in 2006 and is chair of the remuneration
committee. She is a graduate of Oxford University. She has
previously been a partner at Heidrick and Struggles Inc and a
commissioner with the Judicial Appointments Commission.
Ⓑ Ⓐ Ⓝ Ⓡ
Nigel Connor, Company Secretary and Legal Director, aged 56
David Capstick, IT Director, aged 64
Joined in 2009 and was appointed company secretary in 2014. He
Joined in 1998 and was appointed to the management board in
is a graduate of Newcastle University and qualified as a solicitor in
2003. He is a graduate of the University of Surrey.
1997.
Ⓜ
Ⓑ Ⓜ
Martin Geoghegan, Operations Director, aged 56
Paul Brimmer, Purchasing Director, aged 50
Joined in 1994 and was appointed as operations director in 2004.
Joined in 2006 and was appointed to the management board in
Ⓜ
2022. He became a member of the Chartered Institute of
Michael Barron, Commercial Director, aged 39
Procurement and Supply in 2002.
Joined in 2011 and was appointed to the management board in
Ⓜ
2022. He is a graduate of Sheffield University and qualified as a
Jonanthan Yates, Marketing Director, aged 50
chartered accountant in 2010.
Joined in 2004 and was appointed to the management board in
Ⓜ
2024. He is a graduate of the University of Manchester and
Tom Ball, People Director, aged 49
postgraduate of Leeds University Business School.
Joined in 2009 and was appointed to the management board in
Ⓜ
2022. He is a graduate of Bournemouth University.
Ⓜ
Will Fotheringham, Associate Employee Director, aged 50
Emma Gibson, Associate Employee Director, aged 38
Joined in 1998. Appointed as an associate employee director in
Joined in 2004. Appointed as an associate employee director in
2021. He is general manager for northwest England and north
2021. She is pub manager of The Imperial, Exeter.
Wales.
Key
Board
Management
Audit
Nomination
Remuneration
Ⓑ
Ⓜ
Ⓐ
Ⓝ
Ⓡ
member
board
committee
committee
committee
64
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
DIRECTORS’ REPORT
Directors
There are no other significant agreements to which
The directors of the Company who were in office during
the Company is party which may be subject to change-of-
the year and up to the date of signing the financial
control provisions.
statements are listed on page 64.
There are no agreements with the Company’s directors or
Dividends
employees which provide for compensation for loss of
The board proposes, subject to shareholders’ consent,
office or employment which occurs because of a takeover
to pay a final dividend of 8.0p (2024: 12.0p) per share,
bid.
on 27 November 2025, to those shareholders on the
register on 24 October 2025, giving a total dividend for
Statement of directors’ responsibilities
the year of 12.0p per share.
The directors are responsible for preparing the annual
report, the directors’ remuneration report and the financial
Return of capital
statements, in accordance with applicable law and
At the annual general meeting of the Company, held on
regulations.
21 November 2024, the Company was given authority to
make market purchases of up to 18,543,329 of its own
Company law requires the directors to prepare financial
shares. During the year to 27 July 2025, 4,833,478 shares
statements for each financial year. Under that law, the
were purchased for share-based payments and
directors have elected to prepare the financial statements
10,579,081 purchased for cancellation.
in accordance with international accounting standards in
conformity with the requirements of the Companies Act
Directors’ interest in contracts
2006. Under company law, the directors must not approve
No director has any material interest in any contractual
the financial statements unless they are satisfied that they
agreement, other than an employment contract, subsisting
give a true and fair view of the state of affairs and profit or
during or at the end of the year, which is, or may be,
loss of the Company for that period. In preparing these
significant to the Company.
financial statements, the directors are required to:
Takeover directive disclosures
◼ select suitable accounting policies and then apply them
The Company has an authorised share capital comprising
consistently.
500,000,000 ordinary shares of 2p each. As at 27 July
◼ make judgements and accounting estimates which are
2025, the total issued share capital comprised
reasonable and prudent.
113,043,115 fully paid-up shares of 2p each. The rights to
◼ state whether applicable UK-adopted international
these shares are set out in the Company’s articles of
accounting standards (IASs) in accordance with the
association. There are no restrictions on the transfer of
requirements of the Companies Act 2006 have been
followed, subject to any material departures disclosed and
these shares or their attached voting rights. Details of
explained in the financial statements.
significant shareholdings at year end and as at 27 July
◼ prepare the financial statements on the going-concern
2025 are given on page 81.
basis, unless it is inappropriate to presume that the
Company will continue in business.
No person holds shares with specific rights regarding
control of the Company.
The directors are responsible for keeping adequate
accounting records which are sufficient to show and
The Company operates an employee share incentive plan.
explain the Company’s transactions and disclose with
However, no specific rights with respect to the control of
reasonable accuracy at any time the financial position of
the Company are attached to these shares. In addition, the
the Company and to enable them to ensure that the
Company operates a deferred bonus scheme, whereby,
financial statements and the directors’ remuneration report
should a takeover occur, all shares held in trust would be
comply with the Companies Act 2006. They are also
transferred to the employee immediately.
responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention
The Company is not aware of any agreements among
and detection of fraud and other irregularities.
holders of securities known to the Company which may
The directors confirm that:
result in restrictions on the transfer of securities or voting
rights.
◼ so far as each director is aware, there is no relevant
audit information of which the Company’s auditor is
The Company has the power to issue and buy back shares
unaware.
◼ they have taken all of the steps which they ought to
as a result of resolutions passed at the annual general
have, as directors, to make themselves aware of any
meeting in 2024. It is the Company’s intention to renew
relevant audit information and to establish that the
these powers; the resolutions approving them are found in
Company’s auditor is aware of that information.
the notice of the annual general meeting for 2025.
The directors are responsible for preparing the annual
In the event of a change of control, the Company is obliged
report in accordance with applicable law and regulations.
to notify its main bank lenders. The lenders shall not be
The directors consider that the annual report and financial
obliged to fund any new borrowing requests; facilities will
statements, taken as a whole, provide the information
lapse 10 days after the change of control, if the terms on
necessary to assess the Company’s performance,
which they can continue have not been agreed on.
business model and strategy and are fair, balanced and
Any borrowings, including accrued interest, will become
understandable.
immediately repayable on such lapse.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
65
DIRECTORS’ REPORT
The directors are responsible for the maintenance and
The directors’ assessment has been made with reference
integrity of the corporate and financial information included
to the Company’s current position, financial plan and its
on the Company’s website. Legislation in the United
principal risks and uncertainties set out on pages 51–52,
Kingdom governing the preparation and dissemination of
specifically economic, regulatory, reputational and interest-
financial statements may differ from legislation in other
rate risks. The details of these risks and uncertainties are
jurisdictions.
the result of internal risk management and control
processes, with further details set out in the audit
To the best of our knowledge:
committee’s report on pages 78.
◼ the financial statements, prepared in accordance with
To assess the impact of the Company’s principal risks and
UK-adopted international accounting standards, give a true
uncertainties on its long-term viability, scenarios were
and fair view of the assets, liabilities, financial position and
applied to the Company’s financial forecasts in the form of
profit or loss of the Company and the undertakings
reduced like-for-like sales compared with those of FY25. It
included in the consolidation taken as a whole; and
is assumed that the Company’s financial plans would be
adjusted in response. Such actions could include reducing
◼ the strategic report and directors’ report include a fair
discretionary expenditure and/or implementing price
review of the development and performance of the
increases.
business and the position of the Company and the
undertakings included in the consolidation taken as a
The directors have determined that, over the period of the
whole, together with a description of the principal risks and
viability assessment, there is not expected to be a
uncertainties which they face.
significant impact resulting from climate change.
Business relations
Going concern
Information on the Company’s relations with customers
Refer to page 43 in Accounting Policies.
and suppliers is disclosed in the strategic report on page
Financial instruments
50.
The Company’s policy on the use of financial instruments
is set out in note 21.
Employment policies
Information on the Company’s employment policies,
Overseas branches
including the appointment and replacement of directors, is
The Company has an overseas branch in the Republic of
disclosed in the corporate governance report on pages 79–
Ireland.
80.
Listing Rule 9.8.6 R
Streamlined energy and carbon reporting (SECR)
Information required by this rule to be disclosed (starting
Environmental disclosures can be found on pages 53–55.
on page indicated, if applicable):
Articles of association
◼ Details of long-term incentive schemes, on pages 68-69,
The Company’s articles of association may be amended
◼ Provision of services by a controlling shareholder, on
only by special resolution at a general meeting of the
pages 67-74,
shareholders.
◼ Agreements with controlling shareholders (as complied
with LR 6.2.3), on page 42,
Directors’ indemnities
◼ Corporate governance (DTR 7.2.9 R), on pages 75-80.
As permitted by the articles of association, the directors
have the benefit of an indemnity which is a qualifying third-
Future developments
party indemnity provision, as defined by section 234 of the
The Company intends to continue to operate pubs and
Companies Act 2006. The indemnity was in force
hotels throughout the UK and Ireland. The Company aims
throughout the last financial year and is currently in force.
to continue to provide customers with good-quality food
Throughout the financial year, the Company also
and drinks, served by well-trained and friendly staff, at
purchased and maintained, directors and officers’ liability
reasonable prices.
insurance, in respect of itself and its directors.
Events after the reporting period
Viability statement
There were no significant events after the balance sheet
In accordance with provision 31 of the UK Corporate
date.
Governance Code 2018, the directors confirm that they
have a reasonable expectation that the Company will
By order of the board
continue to operate and meet its liabilities, as they fall due,
until the financial year ended 2028.
The directors have determined that a three-year period is
an appropriate time over which to assess viability, as it
Nigel Connor
aligns with the Company’s capital investment plans and
Company Secretary
gives a greater certainty over the forecasting assumptions
2 October 2025
used.
66
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
DIRECTORS’ REMUNERATION REPORT
Annual statement
Pension
Dear shareholder
Under the aligned all-employee pension scheme
introduced in 2022, executive directors received pension
Salary increases and awards made to executive board
contributions of 12%. The CEO and personnel & retail
members this year are in accordance with the
audit director received a further 4% of additional
remuneration policy agreed by shareholders at the
contributions because of their lengths of service. The
Company’s Annual General Meeting (AGM) in November
finance director received a further 2%. These additional
2023.
contributions are available to all employees with over 25
years’ service with the Company.
Salary
In the year ending 27 July 2025 the salary of the CEO was
In setting remuneration for the executive board, the
increased by 2.5%. The salary of
committee takes into account wider workforce
the finance director was increased by 5.0% and the
remuneration policies throughout the Company. Many of
personnel and retail audit director’s salary was increased
the elements of executive board remuneration outlined
by 10.0%.
above extend throughout much of the Company, at varying
levels.
For the coming year the committee is proposing an
increase of 2.5% for the CEO. This compares with a 7.1%
increase for the general workforce.
The committee also proposes increases of 6.9% for the
finance director and 9.0% for the personnel and retail audit
director. The salaries of both of these executives are still
well below the median of their peer group.
Debra van Gene
Chair of the Remuneration Committee
Annual cash bonus
2 October 2025
Despite a profit growth year on year of 10.2%, it has been
agreed with the executive board that there will be no
annual bonus awarded at executive board level this year.
Deferred bonus scheme
As was agreed last year, this year the Committee again
agreed that deferred bonus scheme (DBS) awards for the
year ending July 2025 would be based solely on growth in
earnings per share relative to FY2019. As a result, there
will be no deferred bonus award again this year.
Company share incentive plan (SIP)
The Company SIP is open to all employees in the
Company, at varying levels, according to each individual’s
seniority and length of service.
Executive directors received an amount equivalent to 25%
of their salary in shares. The CEO, personnel & retail audit
director, and finance director each received additional
awards equivalent to 10%, 10% and 5% respectively of
their salaries, because of their lengths of service. These
additional awards are available to all employees with over
25 years’ service with the Company.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
67
fdfdfds
DIRECTORS’ REMUNERATION REPORT
Remuneration policy
The committee reviews the executive directors’ remuneration packages at least annually. The aim of the remuneration policy is
to:
◼ provide attractive and fair remuneration for directors
◼ align directors’ long-term interests with those of shareholders, employees and the wider community
◼ incentivise directors to perform to a high level
In agreeing on remuneration, account is taken of the pay levels at Wetherspoon, as well as those in the
hospitality industry in general, along with other comparisons and reports. The committee aims to take a fair and commonsense
approach.
This statement of our remuneration policy was approved by shareholders at the Company’s AGM on 16 November 2023. The
policy is put forward to shareholders’ for approval every three years.
Component
Reason
Operation, maximum achievable and performance criteria
Base salary
Provide attractive
Salaries are reviewed at least annually, with any changes normally taking effect from 1 August
and fair
each year.
remuneration
for directors.
Salary increases are awarded at the discretion of the remuneration committee.
When considering salary levels and whether an increase should be offered, the committee
takes account of a variety of factors, including Company performance, individual performance,
experience and responsibilities, market information and the level of increase being offered to
other employees.
Benefits
Provide attractive
A range of taxable benefits is available to executive directors. These benefits comprise
and fair
principally the provision of a car allowance, life assurance, private medical insurance and fuel
remuneration
expenses.
for directors.
In addition, an allowance equivalent to 5% of salary is paid for a set number of calls to monitor
service and standards in pubs, predominantly in the evening and at weekends. This is paid
quarterly.
The cost of benefits provided changes in accordance with market conditions. The committee
monitors the overall cost of the package periodically.
Pension
Provide attractive
The Company does not operate any defined benefit pension schemes.
and fair
remuneration
The Company’s pension contributions are based on length of service. The contributions
for directors.
detailed below are applicable to all scheme members, in pub and head-office positions,
including directors, subject to minimum employee contributions being satisfied.
Length of service
Company pension contribution (%)
Less than one year
3
Over one year
4
Over five years
5
Over 10 years
6
Over 15 years
8
Over 20 years
12
After 25 years’ service, all employees in the Company, including executive directors, receive
additional pension payments of 2% of their salary. This rises by a further 2% after each
additional five years’ service.
Executive directors may receive a salary supplement in lieu of pension, at the discretion of the
remuneration committee.
Annual bonus
Incentivise
Annual bonus payments are paid in cash, at the discretion of the remuneration committee.
plan
directors to
perform to a high
The bonus is based on profit growth, multiplied by a factor of 1.5 and paid to a maximum of
level.
45% of salary. Profit growth is calculated on profit before tax, property gains/losses and
separately disclosed items.
68
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
DIRECTORS’ REMUNERATION REPORT
Component
Reason
Operation, maximum achievable and performance criteria
Share incentive
Align directors’
The SIP allocates shares equivalent to 5% of salary to all Company employees after an 18-
plan (SIP)
interests with
month qualifying period. Shares do not vest for at least three years under this plan – and tax-
those
free returns are possible, if shares are held for five years or more.
of shareholders,
employees and
The Company offers extra shares under this scheme to some employees:
the wider
pub managers receive an extra 5% annual award; head-office staff 10–15%; directors,
community.
including executive board directors, 20%.
After 25 years’ service, all employees, including directors, receive additional SIPs of 5% of
salary. This rises by a further 5% after each additional five years’ service.
Awards under this scheme are not based on financial or other targets. The Company believes
that excessive use of financial targets can lead to distortions in companies’ behaviour and that
it is important for there to be some share awards which can be accumulated gradually, the
value of which depends on the overall success of the Company. The aim is for all employees
to be able to accumulate shares over time, to encourage loyalty and joint purpose.
Awards are made twice yearly throughout the Company.
Directors must be in office when the shares vest.
If changes are made to SIPs which apply to all employees in the schemes, these may be
applied to executive directors, at the discretion of the remuneration committee.
Deferred
Align directors’
The Company does not operate a shareholding scheme with a minimum vesting or holding
bonus scheme
interests with
period of five years.
(DBS)
those
of shareholders,
The deferred bonus scheme may award shares to all senior managers, including executive
employees and
directors. Bonus awards are made under the scheme, annually, at the discretion of the
the wider
remuneration committee.
community
Bonus awards are satisfied in shares. One-third of a participant’s shares will immediately vest
to the participant on calculation of the initial award (and can be paid in cash), one-third will
vest after one year and the remaining third will vest after two years. In each case, vests will be
subject to the participant being employed by the Company at the release date.
Performance criteria for the scheme have been simplified to be based purely on growth in
earnings per share. The performance criteria for executive directors are the same as those for
senior managers eligible for the scheme. Awards are made using a multiple based on an
employee’s grade. The maximum bonus to be earned under the scheme is 100% of annual
salary.
Awards for the year ending July 2025 will be based on earnings per share performance
relative to the year ending July 2019 rather than July 2024. That target will remain in place
until it is surpassed, at which point the target becomes the previous year’s performance.
Any changes made to the deferred bonus scheme for eligible senior managers may be
applied to executive directors, at the discretion of the remuneration committee.
Non-executive
Provide attractive
The fees paid to non-executive directors are determined by the executive board, taking
directors’ fees
and fair
account of the level of fees for similar positions in the market and the time commitment which
remuneration
each non-executive director makes.
for directors.
The non-executive directors receive no other remuneration or benefits from the Company.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
69
DIRECTORS’ REMUNERATION REPORT
Shareholdings
Approach to recruitment remuneration
Executive directors are required to maintain a minimum
When agreeing on components of a remuneration package
shareholding. Minimum holding requirements, which
for incoming directors, the remuneration committee takes
include shares awarded which have not yet vested, are set
into account individual’s experience, the nature of the role
by the remuneration committee for each director and
being offered and their existing remuneration package.
reviewed every three years, when the remuneration policy
is reviewed.
Relocation expenses or allowances may be paid, as
appropriate.
To the extent that any executive director holds under the
required number of shares, at least 50% of any shares
The committee may, at its discretion, offer cash, share-
from the share incentive plan must be retained, until the
based elements or additional pension contributions, as
required shareholding is attained.
necessary, to secure an appointment, although it does not
usually do so. Shareholders will be informed of any such
On ceasing to be an executive director, a minimum holding
payments at the time of appointment.
of 50% of the previous requirement must be maintained for
a minimum period of 12 months.
Our main principle is that payments made to prospective
directors as compensation for loss of benefits at a previous
This guideline applies to shares which vest following the
Company are inherently unfair, since it would be extremely
adoption of this guideline. Any shares purchased by
rare for anyone below board level to receive this sort of
executives would not be subject to the guideline.
compensation.
The application of the minimum shareholding requirement
Chairman and directors’ service contracts
is at the discretion of the remuneration committee.
The executive directors are employed on rolling contracts,
requiring the Company to give up to one year’s notice of
The current minimum shareholding requirements are 200%
termination, while the director may give six months’ notice.
1
of base salary
, calculated on a £15.71 share price at the
start of FY19, when this holding requirement was
In the event of gross misconduct, the Company may
introduced.
terminate a director’s employment without notice or
compensation. In the event of termination of employment
Number of shares
with the Company, without the requisite period of notice,
Minimum
Shares held
Requirement
1
as at 27 July 2025
2
executive directors’ service contracts provide for the
payment of a sum equivalent to the net value of salary and
B Whitley
28,000
65,414
benefits to which the executive would have been entitled
J Hutson
76,000
329,031
during the notice period.
3
J Ullman
22,916
74,813
The Company’s policy on termination payments, in the
T Martin
41,000
30,382,253
event of a director’s departure, is as follows:
1
Base salary is as per the date that the policy was agreed
2
As per directors and connected persons’ interests in
◼ The Company will seek to ensure that no more is paid
shares in the table on page 73.
than is warranted in each individual case.
3
Base salary for newly appointed directors Is to use the
◼ Salary payments will be limited to notice periods.
basic salary at the time of appointment, at the share price
◼ There is no entitlement to bonus paid (or associated
of £15.71
deferred shares or SIPs) following notice of termination.
◼ The committee’s normal policy is that, where the
Difference between the policy for directors and that for
individual is considered a ‘good leaver’, a prorated bonus
employees
may be paid.
Members of the wider management team may receive
◼ The Company may enable the provision of outplacement
each of the components of remuneration awarded to the
services to a departing director.
executive directors, although the amounts due for each
The executive is required to mitigate their loss and such
component may vary, depending on their level of seniority.
mitigation may be taken into account in any payment
made. The Company’s policies on the duration of directors’
Non-executive directors are not entitled to any component,
service contracts, notice periods and termination payments
other than fees. The Company’s wider employee
are all in accordance with industry best practice.
population will receive remuneration which is considered
appropriate to their level of responsibility and performance.
The commencement dates for executive directors’ service
contracts are as follows:
Withholding and recovery of awards
Awards made under the bonus scheme and the deferred
Tim Martin – 20 October 1992
bonus scheme may be reclaimed, in exceptional
John Hutson – 4 September 1996
circumstances of misstatement or misconduct.
Ben Whitley – 2 November 2015
James Ullman – 4 May 2022
The remuneration committee, using their judgement can
stop bonuses from being paid and prevent share awards
All executive directors will be standing for re-election at the
from vesting.
AGM. Their current service contracts do not have an
explicit expiry date.
70
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
DIRECTORS’ REMUNERATION REPORT
Non-executive directors
The performance bonus values include:
The non-executive directors hold their positions, pursuant
◼ the cash bonus which may be achievable.
to letters of appointment dated 1 November 2023, with a
term of 12 months.
◼ an average achieved in respect of the deferred bonus
scheme over the last five years In the case of ‘expected’,
If their appointment is terminated early, non-executive
an average percentage achieved over the seven years
directors are entitled to the fees to which they would have
before FY20, FY23, FY24 and FY25 have been used.
been entitled up to the end of their term. They do not
Retirement policy
participate in the Company’s bonus or share schemes.
The Company does not have a mandatory retirement age.
Their fees are determined by the executive directors,
Employees wishing to retire should be aged at least 55
following consultation with professional advisers, as
years at the date of leaving (the minimum age a person
appropriate.
can access a workplace pension) and serve their
contractual notice period. Retiring employees are
Employee directors
permitted to retain any unvested shares held in any
Employee directors hold their positions, pursuant to letters
Company scheme.
of appointment dated 9 December 2021, with a term of
three years.
Consideration of shareholders’ views
Any views in respect of directors’ remuneration expressed
External appointments
to the Company by shareholders have been, and will be,
Executive directors are not allowed to take external
taken into account in the formulation of the directors’
appointments without the prior consent of the Company.
remuneration policy
The Company has not released any executive directors to
serve as non-executive director elsewhere.
Illustration of the application of the
remuneration policy
The charts below set out the composition of the chairman
and executive directors’ remuneration packages in £000,
.
at a minimum, a reasonable expectation target and as a
possible maximum:
Tim Martin
Maximum
100%
£340
Expected
100%
£340
Minimum
100%
£340
£0 £100 £200 £300
John Hutson
Maximum
41%
15%
11%
£2,105
Expected
53%
4%
32%
£1,666
Minimum
78%
22%
£1,099
£0 £400 £800 £1,200£1,600£2,000£2,400
Ben Whitley
Maximum
40%
15%
12%
£863
Expected
51%
5%
13%
£680
Minimum
77%
23%
£444
£0 £200 £400 £600 £800 £1,000
James Ullman
Maximum
40%
17%
11%
£687
Expected
54%
5%
32%
£547
Minimum
80%
20%
£368
£0 £200 £400 £600 £800
Fixed Performance Bonus Other items
The fixed annual values include:
◼ fixed annual salary, benefits and allowances, in line with
those outlined in the policy section, and based on the
salaries applicable as at 27 July 2025.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
71
DIRECTORS’ REMUNERATION REPORT
Annual report on remuneration
The table below sets out in a single figure the total amount of remuneration awarded to each director for the year ended 27 July
2025.
Single-figure table – audited
Taxable
Performance
Share
Pension
Salary/fees
1
2,4
2
3
Total
Total fixed
Total variable
benefits
bonus
incentive plan
contributions
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
Executive
directors
J Hutson
694
677
56
52
–
10
240
230
110
108
1,100
1,077
860
837
240
240
B Whitley
289
275
35
31
–
4
85
66
36
35
445
411
360
341
85
70
J Ullman
220
200
30
27
–
3
73
57
43
28
366
315
293
255
73
60
1,203
1,152
121
110
–
17
398
353
189
171
1,911
1,803
1,513
1,433
398
370
Non-executive
directors and
chairman
T R Martin
324
324
15
15
–
–
–
–
339
339
339
339
–
–
B Thorne
59
56
–
–
–
–
–
–
59
56
59
56
–
–
D van Gene
59
56
–
–
–
–
–
–
59
56
59
56
–
–
H Morley
59
56
–
–
–
–
–
–
59
56
59
56
–
–
D Whittingham
8
8
–
–
–
–
–
–
8
8
8
8
–
–
H Simmons
8
8
–
–
–
–
–
–
8
8
8
8
–
–
517
508
15
15
–
–
–
532
523
532
523
–
–
Total
1,720
1,660
136
125
–
17
398
353
189
171
2,443
2,326
2,045
1,956
398
370
1) Taxable benefits include car allowances and a contribution towards rail travel for Tim Martin, as well as private health, device
allowance and fuel expenses for executive directors. In respect of the element for pub visits made to monitor standards, 5% was
paid, in line with policy.
2) The resultant percentages against each of the bonus measures achieved are shown below. Details of targets applicable
during the year are disclosed in the directors’ remuneration policy statement. These items are awarded to the executive
directors only.
The share incentive plan refers to SIPs awarded during the period as part of the employee share scheme. This was previously
referred to as ‘other items’. Further information can be found in the remuneration policy on pages 68-69.
Maximum
Awarded
B Whitley
J Hutson
J Ullman
%
%
£
£
£
Profit growth
45%
0.0%
-
-
-
Total performance bonus
45%
0.0%
-
-
-
Employee share scheme
25%
25%
70,455
171,269
52,484
1
Employee share scheme – long service
5%
5%
14,091
-
-
2
Employee share scheme – long service
10%
10%
-
68,509
20,994
3
Deferred bonus scheme
100%
0%
-
-
-
Total performance bonus and other items
84,546
239,778
73,478
1
Ben Whitley received an additional 5%, as he has completed 25 years’ service with the Company.
2
John Hutson and James Ullman received an additional 10%, as each has completed 30 years’ service with the Company.
3
As per the remuneration policy on page 69, the DBS vests in three tranches.
3) Existing executive directors receive either pension contributions, equivalent to 12% of salary, to the stakeholder pension plan
or salary in lieu of pension contributions. Additional pension payments are made, equivalent to 2% of salary for 25-29 years’
service, a further 2% for 30-34 years’ service and so on for every additional five years’ service. John Hutson, Ben Whitley and
James Ullman took, in salary, the portion of their Company pension contribution which was above the annual cap.
4) Performance bonus for 28 July 2024 has been restated to show figures on an ‘award basis’. The prior year disclosure
included performance bonuses awarded in financial year 2023 of £89,000, that were paid within financial year 2024.
72
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
B Whitley
J Hutson
J Ullman
1
Share incentive plan includes shares granted in October 2024 and March 2025. These where awarded at an average share price of £6.43, three
days before grant; shares will vest three years after grant.
All awards have no further performance conditions attached, except to be employed by the Company at the vesting date.
Partnership shares
Partnership shares are shares which can be purchased by individuals who work in the Company for a duration of time.
John Hutson, Ben Whitley and Deborah Whittingham are participants of the partnership share scheme, each acquiring 272
Value of hypothetical £100 holding (£)
DIRECTORS’ REMUNERATION REPORT
Share scheme awards in the year – audited
Number of shares
Fair value in £
Jul-08
Jul-09
Share
Deferred
Share
Deferred
Jul-10
incentive
Jul-11
1
plan
Jul-12
Jul-13
bonus
scheme
Jul-14
Jul-15
incentive
bonus
Total
plan
scheme
Total
13,396
–
13,396
84,546
–
84,546
37,935
–
37,935
269,777
–
269,777
11,676
–
11,676
73,478
–
73,478
63,007
–
63,007
427,801
–
427,801
Participants can elect to purchase these shares which come out of each employee’s payroll.
shares in the year.The market price of the shares purchased ranged 560–780p.
Directors and connected persons’ interests in shares – audited:
The total interests of the directors in the shares of the Company, as at 27 July 2025, were as follows:
Share incentive
Deferred bonus
Ordinary shares of 2p each
Shares
1
plan
2
scheme
3
2025
T R Martin
30,382,253
-
-
30,382,253
J Hutson
184,074
112,220
32,737
329,031
B Whitley
17,806
34,532
13,076
65,414
J Ullman
36,254
29,329
9,230
74,813
H Simmons
2,163
5,226
-
7,389
D Whittingham
6,365
11,074
4,616
22,055
B Thorne
2,050
-
-
2,050
D van Gene
3,777
-
-
3,777
H Morley
15,000
-
-
15,000
1
Shares included are all of those vested as at 27 July 2025.
2
Share incentive plan includes unvested awarded shares under the Company’s share incentive plan.
3
Deferred bonus scheme includes tranche three of the 2023 award which has been awarded and accrued, but not yet vested.
Performance graph – non-audited information
This graph shows the total shareholder return (with dividends reinvested) of a holding of the Company’s shares against a
hypothetical holding of shares in the FTSE All-Share Travel & Leisure sector index. The directors selected this index, as it
contains most of the Company’s competitors and is considered to be the most appropriate index for the Company.
Growth in the value of a hypothetical £100 holding since July 2008, based on 30-trading-day average values
700.0
620.0
540.0
460.0
380.0
300.0
220.0
140.0
60.0
JD Wetherspoon FTSE All-Share Travel and Leisure
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Jul-16
Jul-17
Jul-18
Jul-19
Jul-20
Jul-21
Jul-22
Jul-23
Jul-24
73
Jul-25
DIRECTORS’ REMUNERATION REPORT
Chief executive officer’s remuneration
and 75th percentile employees. This method is called
option B in The Companies (Miscellaneous Reporting)
Single figure
Performance bonus
Scheme shares
Regulation 2018.
of total
payment achieved
vesting against
remuneration
against maximum
maximum
possible
possible*
It is believed that using a methodology consistent with that
of gender pay reporting will produce the most
John Hutson
£000
%
%
understandable ratios.
2025
1,099
-
100
1
2024
1,077
3
100
Remuneration committee
1
2023
1,710
18
100
The remuneration committee comprises the following
2022
1,017
-
100
independent directors: Debra van Gene (chair), Ben
2021
813
-
100
Thorne and Harry Morley.
2020
738
-
100
2019
1,035
10
100
The committee meets regularly and considers executive
directors’ remuneration annually. It approves all
2018
1,490
29
100
contractual and compensation arrangements for the
2017
1,698
85
100
executive directors, including performance-related
2016
1,187
21
100
payments.
2015
1,202
10
100
2014
741
19
100
Shareholders’ vote on 2023 directors’
*See employee share scheme details on page 69.
remuneration policy
1
Restated see point 4 of single figure table above.
The table below shows the voting outcomes at the 16
November 2023 AGM for the directors’ remuneration
The following table compares the change in remuneration
policy.
of all the directors, non-executive directors and chairman
Number of
% of
with that of all employees
votes
votes
Change in
Change in
Change in
For
81,130,088
90.22
annual
annual
taxable benefits
salary
bonus
Against
8,454,641
9.40
%
%
%
Abstentions
336,550
0.38
Ben Whitley
5.0
11.4
-100
Total cast
89,921,279
100.00
John Hutson
2.5
7.7
-100
James Ullman
10.0
14.3
-100
Tim Martin
-
5.3
-
Shareholders’ vote on 2024 directors’
Ben Thorne
3.7
-
-
remuneration report
Debra Van Gene
3.7
-
-
The table below shows the voting outcomes at the 21
Harry Morley
3.7
-
-
November 2024 AGM for the directors’ remuneration
Deborah Whittingham
3.0
-
-
report.
Hudson Simmons
3.0
-
-
Number of votes
% of votes
All employees
7.1
35.7
-18.3
For
81,013,104
95.75
Against
3,558,619
4.20
Change in total employees’ salary is calculated based on
Abstentions
40,002
0.05
the amounts paid to all employees adjusted for
redundancy and employer’s national insurance payments,
Total cast
84,611,725
100.00
divided by the number of hours worked by employees.
The resolution at last year’s AGM seeking the re-election
Comparison of increases in remuneration,
of Debra van Gene received 78.39% of total votes cast.
dividends and share buy-backs
2025
2024
Change
The Company has stated, on numerous occasions, its view
£000
£000
%
that it benefits from the experience of directors who have
Dividends
19,460
-
served more than nine years and does not agree that it
affects the individual’s independence.
Share buy-backs
66,778
39,505
69
Total employee remuneration
838,044
786,130
6.6
The Company has continued to engage with shareholders
regarding its views on board composition and intends on
Chief executive’s pay ratios
The table below shows the chief executive’s total
doing so in the future.
remuneration, as disclosed in the single-figure table,
compared with that of full-time equivalent employees’
median (50th), 25th and 75th percentiles in the UK.
By order of the board
Pay ratios table
Nigel Connor
Year
Method
25th
50th
75th
Company Secretary
2025
Option B
49:1
47:1
43:1
2024
Option B
52:1
50:1
45:1
2 October 2025
The 2024 figures have been restated, in line with the single
figure table. The Company has used the same data used
for gender pay reporting to determine the median, 25th
74
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
CORPORATE GOVERNANCE
Introduction
For this reason, it is believed best for the Company to
This section of the report sets out how the Company has
continue with its current system of ‘self-evaluation’.
applied the relevant principles and provisions of the 2018
code and identifies and explains where it has not.
36 – Long-term shareholdings
1. Board leadership and Company purpose (below)
To promote long-term shareholdings by executive directors
2. Division of responsibilities (pages 76-77)
and to align their interests with shareholders, the code
3. Composition, succession and evaluation (page 80)
requires that any share awards given to executive directors
4. Audit, risk and internal control (pages 78-79)
should have a minimum vesting period of five years. The
5. Remuneration (pages 67-74).
executive directors receive shares under schemes which
are open to other employees and have vesting periods of
Statement of compliance
under five years. The Company has disclosed details of
The board believes that the Company has been compliant
the share award schemes in the remuneration policy on
with the code throughout the 52 weeks ended 27 July
pages 68–69. To promote long-term shareholding by
2025, except as described below.
executive directors, the Company requires directors to hold
a minimum number of shares as disclosed on page 70.
3 – Dialogue with shareholders
Restrictions are in place on the sale of shares, if directors
have not achieved the minimum holding.
The code indicates that the chairman should discuss
governance and strategy with major shareholders. The
38 – Alignment of pension contribution rates of executive
chairman has had many discussions with shareholders
directors with wider workforce
since the Company’s flotation in 1992, although corporate
governance has rarely been raised. The majority of
The code states that pension contribution rates for
discussions with major shareholders now takes place
executive directors and payments in lieu, should be
among the CEO, finance director and shareholders. These
aligned with those available to the workforce. As set
discussions are relayed to, and considered by, the board.
out in the 2020 remuneration policy, the Company took
The chairman is available for discussion with major
the decision that existing executive directors would
shareholders, when requested.
continue to receive 12% of base salary on the basis
that it had never been excessive, is lower than the average
10 – Non-executive directors’ independence
for a FTSE 250 company and is not disproportionate to
that of the wider workforce. In August 2022, the Company
Debra van Gene has served more than nine years on the
changed its employee pension policy to reward long
board and so may not be considered independent under
service, rather than being based on rank/job title. As the
the code. The board considers that her performance as a
relevant executive directors have the required long-service
non-executive director continues to be effective.
entitlements, their existing pension contributions are now
aligned with the policy applicable to the wider workforce.
She contributes significantly as a director through her
individual skills, considerable knowledge and experience of
A full version of the code is available on the official website
the Company. She demonstrates strong independence in
of the Financial Reporting Council: frc.org.uk
how she discharges her responsibilities. Consequently, the
board has concluded that, despite the length of tenure,
Board leadership and Company’s purpose
there is no association with management which could
compromise her independence.
The board of directors
◼ Tim Martin, Chairman
19 – Chairman’s term
◼ John Hutson, Chief Executive Officer
◼ Ben Whitley, Finance Director
Tim Martin has served more than nine years as chairman
◼ James Ullman, Personnel and Retail Auditor Director
of the board. The board considers that his considerable
◼ Debra van Gene, Non-Executive Director
knowledge and experience from founding the Company
◼ Harry Morley, Non-Executive Director
and leading it for over 40 years have had a positive effect
◼ Ben Thorne, Non-Executive and Senior Independent
on its performance.
Director
◼ Deborah Whittingham, Employee Director
The board believes that it is in the interest of the Company
◼ Hudson Simmons, Employee Director
and its shareholders for Tim Martin to remain as chairman.
Will Fotheringham and Emma Gibson attend board
21 – External board evaluation
meetings in their capacity as associate employee directors.
A requirement of corporate governance is a
The board considers each of Debra van Gene, Ben Thorne
recommendation for a third party to evaluate the
and Harry Morley to be independent.
functioning of the board. Delegation of a key task of the
chairman and of the directors of the board itself to a third
Biographies of all board directors are on both page 64 and
party, often with little or no connection with the Company’s
the Company’s website: jdwetherspoon.com
business and with a very limited knowledge of the
directors, may be a dangerous step for a board to take. It
is the function of the board itself to evaluate its own
The chairman meets non-executive directors regularly and
performance – and that performance is most evident from
evaluates the performance of the board, its committees
the results of the underlying business.
and its individual directors.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
75
CORPORATE GOVERNANCE
◼ Operating budgets
The Company’s purpose and how it establishes its values
Approval of a budget for investments and capital
and culture through engagement with employees are
projects
disclosed on page 49.
Changes in major supply contracts
Directors’ conflicts of interest
◼ Finance
Raising new capital and confirmation
The board expects the directors to declare any conflicts of
of major facilities
interest and does not believe that any material conflicts of
The entry into asset-financing transactions
interest exist.
Specific risk-management policies, including
insurance, hedging and borrowing limits
Relations with shareholders
Final approval of annual and interim accounts and
The board ensures that all of its members are kept aware
accounting policies
of both the views of major shareholders and changes in
Appointment of external auditors
the major shareholdings of the Company. Efforts made to
◼ Legal matters
accomplish effective communication include:
Institution of legal proceedings, where costs
◼ Annual general meeting, considered to be an important
exceed certain values
forum for shareholders to raise questions with the board
◼ Secretarial
◼ Regular feedback from the Company’s stockbrokers
Call of all shareholders’ meetings
Delegation of board powers
◼ Interim, full and ongoing announcements circulated to
Disclosure of directors’ interests
shareholders
◼ General
◼ Any significant changes in shareholder movement being
Board framework of executive
notified to the board by the company secretary, when
remuneration and costs
necessary
Culture and values
◼ The company secretary maintaining procedures and
The board monitors the culture and the values of the
agreements for all announcements to the stock market
Company in several ways:
◼ A programme of regular meetings between investors
Appointing employee directors to the board
and Company directors
Meeting and talking to employees from the pubs
during pub visits, regional meetings and at weekly
head-office meetings
Matters reserved for the board
Area managers attending the opening section of
board meetings to discuss issues relating to pub
The following matters are reserved for the board:
operations and the Company generally
Reviewing the outcome of weekly discussion
◼ Board and management
meetings of selected pub and area managers led
Structure and senior management responsibilities
by senior Company employees
Nomination of directors
Reviewing whistleblowing reports and outcomes
Appointment and removal of chairman and
via the audit committee
company secretary
Division of responsibilities
◼ Strategic matters
Strategic, financing or adoption of new business
It is not helpful, in a company like Wetherspoon, for there
plans, in respect of any material aspect of the
to be high barriers or exaggerated distinctions between the
Company
role of chairman and that of chief executive officer.
◼ Business control
Agreement of code of ethics and business practice
However, some general distinctions are outlined overleaf
Internal audit
Authority limits for heads of department
76
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
CORPORATE GOVERNANCE
Chairman’s responsibility
Chief executive officer’s responsibility
The chairman is responsible for the smooth running of
The chief executive officer is responsible for the smooth daily
the board and ensuring that all directors are fully
running of the business
informed of matters relevant to their roles
Delegated responsibility of authority from the Company to
Developing and maintaining effective management controls,
exchange contracts for new pubs and to sign all contracts
planning and performance measurements
with suppliers
Providing support, advice and feedback to the chief
Maintaining and developing an effective organisational structure
executive officer
Supporting the Company’s strategy and encouraging the
External and internal communications, in conjunction with the
chief executive officer with that strategy’s development
chairman, on any issues facing the Company
Chairing general meetings, board meetings, operational
Implementing and monitoring compliance with board policies
meetings and agreeing on board agendas and ensuring
that adequate time is available for discussion of agenda
items
Management of the chief executive officer’s contract,
Timely and accurate reporting of the above to the board
appraisal and remuneration, by way of making
recommendations to the remuneration committee
Providing support to executive directors and senior
Recruiting and managing senior managers in the business
managers of the Company
Helping to provide the ‘ethos’ and ‘vision’ of the
Developing and maintaining effective risk-management
Company, after discussions and debates with employees
and regulatory controls
of all levels, customers and shareholders.
Helping to provide information on customers and
Maintaining primary relationships with shareholders and investors
employees’ views by calling on pubs
Helping to make directors aware of shareholders’
Chairing the management board responsible for implementing the
concerns
Company’s strategy
Helping to ensure that a culture of openness and debate
exists in the Company
Ensuring compliance with the London Stock Exchange
and legal and regulatory requirements, in consultation
with the board and the Company’s external advisers
The board has several established committees as set out below. The board met nine times during the year ending 27 July 2025.
Attendance of the directors,non-executives, employee and associate employee directors where appropriate, is shown below.
Board
Audit
Remuneration
Nomination
Number of meetings held in the year
9
4
3
1
Tim Martin
8
N/A
N/A
N/A
John Hutson
8
N/A
N/A
1
Ben Whitley
9
4
N/A
1
Debra van Gene
9
4
3
1
Harry Morley
8
4
3
0
Nigel Connor
9
4
N/A
N/A
Ben Thorne
9
4
3
1
James Ullman
9
4
N/A
1
Deborah Whittingham
9
N/A
N/A
N/A
Will Fotheringham
9
N/A
N/A
N/A
Hudson Simmons
8
N/A
N/A
N/A
Emma Gibson
9
N/A
N/A
N/A
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
77
CORPORATE GOVERNANCE
Audit, risk and internal control
◼ The provision for the impairment of fixed assets –
several judgements are used in making this calculation,
Audit committee
The committee’s primary role is to assist the board
primarily on expected future sales and profits. The
in the provision of effective governance over the
committee received reports and questioned management
Company’s financial reporting, risk management and
on the calculations made and the assumptions used
internal control; in particular, it performs the
◼ Significant one-off items of expense or income are
following activities:
reported as separately disclosed on the face of the income
statement. All separately disclosed items are reviewed by
◼ Assumes direct responsibility for the appointment,
the committee
compensation, resignation and dismissal of the external
auditors, including review of the external audit, its cost and
◼ The committee reviewed the financial plans, modelled
effectiveness
scenarios and assumptions made by the Company in
support of the presentation of the financial statements on a
◼ Reviews the independence of the external auditors,
going concern basis
including consideration of the level of non-audit work
carried out by them
Non-audit services
During the year, the Company made no use of specialist
◼ Reviews the scope and nature of the work to be
teams from Grant Thornton UK LLP, relating to accounting
performed by the external auditors, before the audit
or tax services. The fees paid to Grant Thornton UK LLP
commences
for non-audit services were £76,000 (2024: £72,000),
◼ Reviews the half-year and annual financial statements
relating to interim review procedures. The use of Grant
Thornton UK LLP for non-audit work is monitored regularly,
◼ Ensures compliance with accounting standards and
to achieve the necessary independence and objectivity of
monitors the integrity of the financial statements and
the auditors. The only non-audit services provided by
formal announcements relating to the financial
Grant Thornton UK LLP are those that are appropriate for
performance of the Company and supports the board in its
the audit team to deliver. See note 2 on page 20, for a
responsibility to ensure that the annual financial
breakdown of the auditor’s remuneration for audit and non-
statements are fair, balanced and understandable
audit services.
◼ Reviews the internal audit plan, which is updated to
External auditors
reflect the changing needs of the business and the
The audit committee is responsible for making
concerns of management and the audit committee
recommendations to appoint, reappoint or remove external
◼ Reviews and raises questions on all internal audit
auditors. Following a review by the audit committee, the
reports and requests management to adjust the
board agreed to recommend, at the AGM in November
prioritisation of mitigating actions, as needed. Areas
2025, the reappointment of Grant Thornton UK LLP as
reviewed this year included supply chain and distribution
external auditors.
centre, pub closures, system security, IT, cyber-crime,
changes in business environment, decline in like-for-like
Audit-tendering and rotation
sales volume and escalating labour costs
The audit committee keeps under review the regulatory
requirements on audit-tendering and rotation.
◼ Reviews, with the support of specialists as required,
The Company will be required to change its audit firm for
controls over access to the IT systems used around the
the year ending 25 July 2038, at the latest. The audit was
business and agrees with management on the timing of
last tendered in 2018 – and Grant Thornton UK LLP has
any mitigating actions to be carried out
been in place as the Company’s auditor for eight financial
◼ Reviews and monitors procedures in relation to the
periods, including this year.
Company’s whistleblowing policy
The disclosures provided in this report constitute the
◼ Reviews and questions the effectiveness of
Company’s statement of compliance with the requirement
all risk-management and internal control systems
of the statutory audit services for large companies market
investigation (mandatory use of competitive tender
◼ Reviews the retail audit director’s statement on
processes and audit committee responsibilities) order
internal controls on completed audits
2014.
◼ Considers the overall impact on the business of the
Effectiveness of external auditors
matters arisen from the various reviews described above
The audit committee assesses the ongoing effectiveness
and any other matters which the auditors, internal or
of the external auditors and audit process, on the basis of
external, may bring to the attention of the committee
meetings and internal reviews with finance and other
◼ Ensures that all matters, where appropriate, are raised
senior executives.
and brought to the attention of the board
In reviewing the independence of the external auditors, the
audit committee considers several factors. These include
Significant financial reporting items
the standing, experience and tenure of the external
The accounting policies of the Company and the estimates
auditors, the nature and level of services provided and
and judgements made by management are assessed by
confirmation from the external auditors that they have
the committee for their suitability. The following areas are
complied with relevant UK independence standards. The
those considered by the committee, to be the most
terms of reference of the audit committee are available on
significant:
the Company’s website.
78
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
CORPORATE GOVERNANCE
Risk management
The Company has an internal audit function
The board is responsible for the Company’s risk-
which is discharged as follows:
management process.
◼ Regular audits of the Company’s stock
The internal audit department, in conjunction with feedback
◼ Unannounced visits to pub sites
from senior management of the business functions,
◼ Monitoring systems which control the Company’s cash
produces a risk register annually.
◼ Health and safety visits, ensuring compliance with
The identified risks are assessed, based on the likelihood
Company procedures
of a risk occurring and the potential impact to the business,
should the risk materialise.
◼ Reviewing and assessing the impact of legislative and
regulatory change
The retail audit director determines and reviews the
◼ Risk-management process, identifying key risks facing
risk-assessment process and will communicate the
the business
timetable annually.
The Company has key controls, as follows:
The audit committee reviews the risk register at each
◼ Authority limits and controls over cash-handling,
meeting, with a schedule of audit work agreed on, on a
purchasing commitments and capital expenditure
rolling basis. The purpose of this work is to review, on
behalf of the Company and the board, those key risks and
◼ A budgeting process, with a detailed 12-month operating
the systems of control necessary to manage such risks.
plan and a mid-term financial plan, both approved by the
board
Where recommendations are made for changes in
◼ Business results reported weekly, with a report
systems or processes to reduce risk, internal audit will
compared with budget and the previous year
follow up regularly to ensure that those recommendations
are implemented.
◼ Forecasts prepared regularly throughout the year, for
review by the board
No significant failings of internal control were identified
during these reviews.
◼ Complex treasury instruments are not used. The
Company, from time to time, as stated in this report and
A summary of the financial risks and treasury policies can
accounts, enters into swap arrangements which fix interest
be found on pages 51–52, together with other risks and
rates at certain levels for a number of years and enters into
uncertainties.
supply arrangements with fixed prices for electricity and
gas, for example, which run for between one and three
Emerging risks
years
The Company monitors emerging risks through the receipt
◼ An annual review of the amount of external insurance
of advice and feedback from head office and pub staff,
which it obtains, bearing in mind the availability of such
customers, suppliers, and several external advisers and by
cover, its costs and the likelihood of the risks involved
maintaining an awareness of the wider economic, political
and social environment.
◼ Regular evaluation of processes and controls, in relation
to the Company’s financial reporting requirements
Any potential risks identified will be discussed in the
The directors confirm that they have reviewed the
relevant internal meetings, where any potential impact on
effectiveness of the system of internal control.
the business will be considered. Any significant risks
identified will be added to the Company’s risk register.
Remuneration and nomination
Internal control
Remuneration committee
During the year, the Company provided an internal audit
The committee is responsible for determining the
and risk-management function. The creation of a system of
remuneration received by executive directors and senior
internal control and risk mitigation is a key part of the
managers. When setting levels of remuneration, the
Company’s operations and culture. The board is
committee seeks to ensure that they are sufficient to
responsible for maintaining a sound system of internal
attract and retain people with the necessary skills and
control and reviewing its effectiveness.
experience. The committee seeks to ensure that
The function can only manage, rather than entirely
remuneration is not excessive and is in line with amounts
eliminate, the risk of failure to achieve business objectives.
paid by comparable companies. In setting executive
It can provide only reasonable, and not absolute,
directors’ remuneration, the committee takes into account
assurance against material misstatement or loss.
wider workforce remuneration policies throughout the
Company, with many elements extending throughout much
Ongoing reviews, assessments and management of
of the Company at varying levels according to seniority
significant risks took place throughout the year under
and service length.
review and up to the date of the approval of the annual
report.
The remuneration policy operated as intended during the
year – no changes were made and normally no discretion
is applied.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
79
CORPORATE GOVERNANCE
The directors’ report on remuneration is set out on pages
67–74.
The Company aims to create and maintain a working
environment, terms and conditions of employment and
Directors’ remuneration is clearly presented in the
personnel and management practices which ensure that
accounts. The remuneration policy is clearly stated, with
no individual receives less favourable treatment on the
the calculation of performance measures explained. The
grounds of his or her race, religion or belief, nationality,
remuneration policy does not rely overly on target-based
ethnic origin, age, disability, gender (including gender
incentives, with share awards usually given based on
reassignment), sexual orientation, part-time status or
profits, earnings per share and owners’ earnings growth,
marital status.
as well as some shares awarded without performance
targets as part of a companywide scheme. However,
Employees who become disabled will be retained, where
during the current year no such award was given based on
possible, and retrained, where necessary.
such targets.
The Company has established a range of policies,
Awards made are predictable and within a range of values.
covering issues such as diversity, employees’ well-being
The remuneration committee can apply discretion in the
and equal opportunities, aimed at ensuring that all
application of awards.
employees are treated fairly and consistently.
The terms of reference of the remuneration committee are
The Company has also established the following network
available on the Company’s website.
groups to foster discussion and generate ideas about
these issues:
Nomination committee
◼LGBTQIA+
The committee meets at least annually and:
◼Mental health and well-being
◼ reviews the board structure, size, diversity (including
◼Race and ethnic diversity
gender), composition and successional needs, keeping
◼Women
under review the balance of membership between
executive and non-executive and the required blend
Internal communications seek to ensure that staff are well
of skills, experience, knowledge and independence
informed about the Company’s progress, through the use
on the board.
of regular digital newsletters, and staff liaison meetings, at
which employees’ views are discussed and taken into
◼ formally proposes any new executive or non-executive
account.
directors for the approval of the whole board, following a
reasonable process for such an appointment. This includes
All pub staff participate in bonus schemes related
a review of skill set, industry knowledge and experience to
to sales, profits, stocks and service standards.
meet the strategic needs of the business.
◼ reviews the leadership and successional needs of the
Approved by order of the board.
organisation, with a view to ensuring the long-term
success of the Company.
◼ ensures that all directors offer themselves for annual re-
Nigel Connor
election by shareholders.
Company Secretary
No director is involved in any decision about his or her own
2 October 2025
reappointment. In carrying out these activities, the non-
executive directors follow the guidelines of the Chartered
Governance Institute and comply with the code.
The terms of reference of the nomination committee are
available on the Company’s website.
Employment policies
Staff are encouraged to make a commitment to the
Company’s success and to progress to more senior roles
as they develop.
In selecting, training and promoting staff, the Company has
to take account of the physically demanding nature of
much of its work. The Company is committed to equality of
opportunity and to the elimination of discrimination in
employment.
80
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
INFORMATION FOR SHAREHOLDERS
Ordinary shareholdings at 27 July 2025
Substantial shareholdings
Number of
% of total
% of total
Shares of 2p each
Number
shareholders
shareholders
shares held
Up to 2,500
3,287
88.7
1,327,147
1.2
2,501–10,000
222
6.0
1,078,491
0.9
10,001–250,000
147
4.0
6,460,132
6.0
250,001–500,000
20
0.5
7,466,422
6.9
500,001–1,000,000
12
0.3
5,806,934
5.4
Over 1,000,000
19
0.5
86,203,989
79.6
3,707
100.0
108,343,115
100
Substantial shareholdings
The Company has been notified of the following substantial holdings in its share capital at 27 July 2025:
Number of
% of
ordinary
share
shares
capital
Tim Martin
29,156,323
25.8
J D Wetherspoon Company Share Plan (UK)
10,566,007
9.3
Fidelity Investments (Boston)
6,636,386
5.9
Ninety One (London)
6,383,067
5.6
Jupiter Asset Mgt (London)
5,333,365
4.7
Hargreaves Lansdown Asset Mgt (Bristol)
5,250,587
4.6
Phoenix Asset Mgt Partners (London)
4,514,748
4.0
azValor Asset Mgt (Madrid)
3,555,946
3.1
Vanguard Group (Philadelphia)
3,161,634
2.8
Interactive Investor (Manchester)
2,939,806
2.6
Source: Investec Bank plc. This schedule shows the consolidated shareholdings of individuals and companies, whereas the first
table shows shareholdings by individual holding.
*This represents shares which have been purchased by the Company for the benefit of employees under the SIP. Please see
pages 69. This includes vested shares held by employees.
Share prices
29 July 24
749p
Low
614p
High
815p
25 July 25
791p
Shareholders’ enquiries
If you have a query about your shareholding, please contact the Company’s registrars directly:
Computershare Investor Services plc: uk.computershare.com/investor
0370 707 1091
Annual report
Paper copies of this annual report are available from the company secretary, at the registered office.
E-mail: investorqueries@jdwetherspoon.co.uk
This annual report is available on the Company’s website: investors.jdwetherspoon.com
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
81
COMPANY INFORMATION
Company number
1709784
Registrars
Computershare Investor Services plc
PO Box 82
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Independent auditors
Grant Thornton UK LLP
Chartered Accountants and Statutory Auditors
8 Finsbury Circus
London
EC2M 7EA
Solicitors
Macfarlanes LLP
20 Cursitor Street
London
EC4A 1LT
Bankers
AIB Group (UK) p.l.c.
Banco de Sabadell S.A.
Barclays Bank PLC
BNP Paribas
Clydesdale Bank PLC
Coöperatieve Rabobank U.A.
Crédit Industriel et Commercial
HSBC UK Bank Plc
Lloyds Bank plc
MUFG Bank, Ltd.
National Westminster Bank Plc
Santander UK plc
The Governor and Company of the Bank of Ireland
Financial advisers
Investec Bank plc
Rusche Advisors
Stockbrokers
Investec Bank plc
82
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
J D WETHERSPOON PLC
GLOSSARY
• Accrual = charge implemented to account for work which has been, or will be, done but not yet invoiced.
• AGM = ‘annual general meeting’. Annual assembly of a company’s stakeholders.
• Amortisation = the process of gradually releasing an initial cost or income to the income statement.
• APM = ‘alternative performance measure’. Financial measure of historical/future financial performance, other than a
financial measure defined or specified in the applicable financial reporting framework.
• CAMRA = ‘Campaign for Real Ale’. Organisation which promotes real ales, ciders and perries as well as traditional UK
pubs and clubs.
• CEO = ‘chief executive officer’. Individual responsible for making managerial decisions in the company to which he or she
is contracted to.
• CJRS = ‘Coronavirus job retention scheme’. Initiative introduced by the UK Government allowing employers to access
financial support to pay part of their employees’ wages.
• CLBILS = ‘Coronavirus large business interruption loan scheme’. Financial support created by the UK Government during
the COVID-19 pandemic.
• COVID-19 = ‘Coronavirus disease’ is an infectious disease caused by the SARS-CoV-2 virus.
• EBITDA = ‘earnings before interest, taxes, depreciation and amortisation’. An alternative performance measure (APM).
• Emolument = Salary received as compensation for service of employment.
• ESG = ‘environmental, social and governance’. Set of standards measuring a business’s impact on society.
• EWSS = ‘Employment Wage Subsidy Scheme’. Financial support created by the ROI Government during the COVID-19
pandemic.
• FRC = ‘Financial Reporting Council’. Independent regulator in the UK and Ireland responsible for regulating auditors,
accountants and actuaries. It also sets the UK corporate governance and stewardship codes.
• Freehold reversion = Term used when purchasing a property which had been leased prior to the purchase.
• FTSE = ‘Financial Times Stock Exchange’. Index tracking the largest companies trading on the London Stock Exchange
(by market capitalization).
• FY = ‘financial year’. For Wetherspoon, the year being reported is 29 July 2024 – 27 July 2025.
• GHG = ‘greenhouse gas’. A gas which absorbs and emits the radiant energy which causes the greenhouse effect.
(Trapping heat in the atmosphere, therefore warming up the planet).
• HMRC = ‘His Majesty’s Revenue and Customs’. Non-ministerial UK Government department responsible for collecting
taxes and paying some forms of state support.
• IAS = ‘international accounting standard’. Older accounting standard issued by the International Accounting Standards
Board. IASs were replaced in 2001 by IFRSs.
• IASB = ‘International Accounting Standards Board’. Private-sector body developing and approving the international
financial reporting standards (IFRSs).
• IBOR = ‘inter-bank offered rate’. Basic rate of interest used in lending among banks on the financial market and as a
reference in setting interest rates on other loans.
• IBR = ‘incremental borrowing rate’. Rate of interest which a lessee would have to pay to borrow the funds necessary to
obtain an asset.
• IFRIC = ‘international financial reporting standards interpretations committee’. Body which reviews accounting issues, on a
timely basis, which have arisen within the context of current international reporting standards.
• IFRS = ‘international financial reporting standards’. Accounting standards issued by the International Accounting Standards
Board.
• Impairment = Acknowledging a reduction in the recoverable value of a fixed asset.
• ISA = ‘international standards on auditing’. Regulatory standards to be followed when auditing financial information, issued
by the International Auditing and Assurance Standards Board.
• KPI = ‘key performance indicators’. Measures which companies use to evaluate a company’s success in a particular
activity in which it engages.
• LGBTQIA+ = ‘lesbian, gay, bisexual, transgender, queer/questioning, intersex, asexual, pansexual and allies’. An inclusive
term for people of various genders and sexualities.
• LIBOR = ‘London inter-bank offered rate’. Basic rate of interest used in lending among banks on the financial market.
• LLP = ‘limited liability partnership’. Type of ownership in which some or all partners have limited liabilities.
• NIC = ‘national insurance contributions’. Type of income tax paid by both employees and employers.
• Non-consumable = stock items that are not edible, for example, cleaning materials.
• OECD = ‘The Organisation for Economic Co-operation and Development’
• Payable = Debts owed by the business; liabilities.
• PAYE = ‘pay-as-you-earn tax’. Type of income tax paid by an employer on behalf of an employee, after being deducted
from the employee’s salary.
• Provision = an amount set aside for known, future liabilities.
• Receivable = amounts owed to the business; assets.
• Remuneration = total compensation received by an employee for service of employment.
• RNS = ‘Regulatory News Service’. Service which transmits regulatory and non-regulatory information published by
companies and organisations (eg share award) to the local market.
• SAP = Accounting software used by Wetherspoon.
• SIPs = ‘share incentive plan’. An approved, tax-efficient plan which employers can provide to employees to award their
workforce in shares.
• SONIA = ‘sterling overnight interbank average rate’. Interest rate paid by banks on unsecured transactions in the UK
market – an alternative measure to LIBOR.
• UK GAAP = ‘UK generally accepted accounting practice’. Body of accounting standards published by the UK’s Financial
Reporting Council.
• VAT = ‘value-added tax’. Form of tax paid to HMRC on a product/service at each stage of production, distribution and sale
to the end customer.
• WACC = ‘weighted average cost of capital’. Rate which a company is expected to pay, on average, to all of its security
holders to finance its assets.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
83
GLOSSARY
J D Wetherspoon plc
Wetherspoon House, Central Park
Reeds Crescent, Watford, WD24 4QL
01923 477777
Jdwetherspoon.com
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
84