Marston’s PLC Annual Report and Accounts 2025
Delivering
Shared
Good
Times
Annual Report and Accounts 2025
People-powered
Purpose-led
Performance-driven
Our pubs operate at the heart of their
communities, bringing people together
for SharedGoodTimes, everyday.
Our values and behaviours
Moments that matter Everyday excellence Win together Always ambitious Passionately local
Our 2025 financial highlights
Total revenue
£897.9m
2024: £898.6m
Underlying total earnings per share*
8.5p
2024: 5.2p
Underlying EBITDA*
£205.1m
2024: £192.5m
* Definitions can be found on pages 114 to 117 in Additional information.
Profit before tax
£88.3m
2024: £14.4m
Underlying profit before tax*
£72.1m
2024: £42.1m
Recurring free cash flow
£53.2m
2024: £43.6m
Total operating profit
£179.7m
2024: £151.7m
Strategic report
1 Our 2025 financial highlights
2 Investment case
3 Chair’s statement
4 CEO’s statement
6 Our business model
8 Our strategy
9 Our key performance indicators
10 Financial review
14 Stakeholder engagement
16 Sustainability
20 Risk and risk management
26 Viability statement
Governance
27 Corporate governance report
29 Board of Directors
31 Nomination Committee report
33 Audit Committee report
36 Directors’ remuneration report
39 Remuneration summary
40 Directors’ Remuneration Policy
47 Annual report on remuneration
54 Directors’ report
56 Statement of Directors’ responsibilities
Financial statements
57 Independent auditor’s report
63 Group income statement
64 Group statement of
comprehensive income
65 Group cash flow statement
66 Group balance sheet
68 Group statement of changes in equity
70 Notes to the Group financial statements
104 Company balance sheet
105 Company statement of
changes in equity
106 Notes to the Company financial statements
Additional information
114 Alternative performance measures
118 Information for shareholders
120 Glossary
Uncover the stories behind
Shared Good Times
www.marstonspubs.co.uk/
annual‑report‑2025
READ MORE ONLINE
Non-financial and sustainability
information statement
We comply with the non‑financial reporting requirements
in Sections 414CA and 414CB of the Companies Act
2006. The information set out below, together with
signposts to other relevant sections of the Annual Report
and Accounts, our Impact Report and our website, is
intended to help stakeholders understand our position
onkey non‑financial matters.
Page 16 Environmental matters
Page 14 Our people
Page 55 Human rights
Page 14 Social matters
Page 35 Anti‑bribery and corruption
Page 6 Business model
Page 20 Principal risks and impact of business activity
Page 9 Non‑financial KPIs
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 1
Investment case
A reliable growth company
Our vision is to be the UK’s leading local pub company. Our purpose is to offer our guests the best experience
andlocations for Shared Good Times.
£50m+
Sustainable
free cash flow
generation
Like‑for‑like revenue growth, our
targeted capex investment programme
and continued focus on our market‑
leading pub operating model will
underpin delivery of £50 million+
recurring free cash flow annually –
achieved significantly ahead of target
Clear and consistent
metrics totrack
success
We set ambitious targets that align with
our purpose and vision
Near to medium-term targets:
Revenue growth ahead of the market
EBITDA margin expansion of 200‑300
basis points, beyond FY2024
£50m+ recurring free cash flow
>30% incremental returns on
investmentcapex
Powerful value
drivers forgrowth
Our strategy is key to the success of our
business
Differentiated to
win in a growing
market
BUSINESS MODEL SEE PAGE 6
KPIS SEE PAGE 9FINANCIAL REVIEW SEE PAGE 10
OUR STRATEGY SEE PAGE 8
Execute a
market-leading
pub operating
model
Capex
to create
differentiated
pub formats
Digital
transformation
Leveraging
Marston’s
synergies
in targeted
acquisitions
Expansion
of managed
& partnership
models
1 2
3
4
5
Progress in FY2025
Profit growth
71%
Format refurbishments
31
Recurring free cash flow
£53m
EBITDA margin expansion
140bps
Suburban dominated locations
Flexible estate to evolve at pace
Pubs with scope for multi-occasions
Expertise in running local pubs
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 2
Chair’s statement
A strong year of progress
As I reflect on my first full
year as Chair, I remain
inspired by the passion,
professionalism and
dedication of our people.
From the thousands of colleagues across our
pubs to our Board and Executive team, the
commitment to delivering exceptional guest
experiences is what defines Marston’s – and
will continue to be the foundation of our success.
FY2025 marked our first full year as a
pure‑play hospitality business and it has
beenencouraging to see the business continue
to strengthen through this transformation.
Thestrategic actions we have taken are directly
aligned with the financial targets outlined at
our Capital Markets Day (CMD). We remain
fully committed to driving revenue growth and
enhancing margins, alongside the disciplined
deployment of capital to support sustainable
cash generation and long‑term value creation
for our stakeholders.
Progress in FY2025 and plans
for FY2026
FY2025 has been a strong year of progress for
Marston’s as we began delivering tangible
results from our refreshed strategy. The rollout
of our differentiated pub formats has gathered
momentum. This has been supported by our
demand‑driving event programme, further
development of our digital agenda, through
into a leading UK hospitality business. On
behalf ofthe Board, I want to express our
sincere gratitude to Hayleigh for her
outstanding service and wish her every success
in the nextstage of her career.
We were delighted to welcome Stephen
Hopson as Chief Financial Officer in
September. Stephen brings extensive financial
and leadership experience across the leisure
and retail sectors and has already made a
strong and positive impact. His expertise will
be instrumental as we continue to execute our
strategy, and the Board and I look forward to
working closely with him in the years ahead.
Our shareholders
The Board continues to recognise that Marston’s
share price trades at a material discount to its
net tangible asset value. While broader market
conditions remain challenging, we do not
believe our current valuation reflects the
progress we are making or the long‑term
potential of the Group. Closing this gap
remains a key priority.
We are executing a new strategy that is
already delivering improved profitability and
strong recurring free cash flow – enabling us to
reduce debt and rebuild the investment case
for Marston’s as a compelling equity
proposition. This is a growth‑focused plan,
underpinned by disciplined investment in the
estate and guest experiences – because no
business ever shrank to greatness.
We also understand, and have heard clearly,
the concerns some shareholders have raised
around capital allocation, shareholder returns,
and our financing structure. These remain
important areas of focus for the Board. As set
out at our CMD, our capital allocation
approach is based on maintaining a disciplined
balance between investment in the business,
ongoing deleveraging, and, ultimately,
shareholder distributions. We have made
encouraging progress, reducing leverage from
5.2x EBITDA (excluding lease liabilities) in
2024 to 4.6x this year, however this does
remain above our target. Once leverage falls
below 4.0x, we expect to be in a position to
begin returning capital to shareholders.
Ensuring we have the right financial structure
and foundations to support both operational
delivery and long‑term shareholder value
creation remains central to our approach.
Alongside this, we remain committed to
enhancing transparency and deepening
engagement with shareholders and the wider
market to ensure our strategy, performance
and ambitions are clearly understood. We
remain confident that, over time, the valuation
gap will narrow. I would like to thank our
shareholders for their continued support.
Our people
Finally, I want to acknowledge the exceptional
commitment and hard work of our people.
Over my first full year as Chair, I have spent a
great deal of time in Marston’s pubs and Pub
Support Centre, and I’m consistently struck by
our teams’ passion for hospitality, their pride in
our pubs and their unwavering dedication to
delivering outstanding guest experiences. It’s
this spirit that drives our business forward every
day. On behalf of the Board, I want to thank
every member of the Marston’s team for their
contribution this year.
With a clear strategy, a strong leadership
teamand the right capabilities in place, I am
confident we are well positioned to deliver
sustainable growth and long‑term value for
allour stakeholders.
Ken Lever
Chair
our Order & Pay platform and our clear focus
onimproving the guest experience across the
estate – which has now reached record levels.
Margin management has been a particular
strength in FY2025, contributing to improved
profitability and strong recurring free cash flow.
Recurring free cash flow totalled £53.2 million
– exceeding our £50 million CMD target
ahead of schedule – and this has helped
reduce our net debt (excluding IFRS 16 lease
liabilities) to £837.5 million. A strong level of
cash generation is essential to our goal of
returning to a position where dividends and
capital returns can be reinstated.
Looking ahead to FY2026, we will continue
thephased rollout of our pub formats, with
anaccelerated programme of planned
refurbishments, whilst continuing to remain
targeted and disciplined with our capital
investment, aligned to clear return thresholds.
At the same time, we will maintain a strong
focus on margin management and cash
generation, both of which are critical to
supporting our long‑term financial objectives.
Our Board and Executive
management
This year we announced the departure of
Hayleigh Lupino, our Chief Financial Officer,
who left Marston’s after 22 years with the
business. Hayleigh’s contribution has been
immense – from her early finance roles through
to her time on the Executive Committee, she
has been pivotal in shaping the Group’s
financial strategy and supporting its evolution
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 3
CEO’s statement
FY2025 has been a year of
strong delivery for Marston’s
as we continued to focus on
being the UK’s leading local
pub company.
We have seen encouraging results across the
board – from improved profitability and margin
expansion, to record guest satisfaction and
recurring free cash flow ahead of our target.
With strong momentum, a high‑margin
platform, and our formats growth engine
poised to deliver, we are well positioned to
buildon this foundation and continue creating
long‑term value for all stakeholders.
Strategic and
operationaldelivery
In FY2025 our efforts have been firmly
concentrated on delivering a market‑leading
pub operating model, scaling our proven
guest‑led pub formats, and continuing to
embed digital capabilities across the business.
People-powered
Purpose-led
Performance-driven
Each of these areas is already delivering
tangible performance benefits and collectively,
they are laying the foundation for long‑term
sustainable growth.
Market-leading pub
operatingmodel
Delivering a market‑leading operating model is
central to our strategy and has underpinned
much of the progress made this year. At its core,
our model is built around three pillars: revenue
growth, cost efficiency, and guest satisfaction
– all working together to create amore
profitable, consistent, and scalable business.
We have continued to invest in initiatives that
support top‑line performance, with our
demand‑driving event programme playing
akey role. From Trivial Pursuit: ‘Win a Wedge’
to Pub Life and partnerships like Paddington
inPeru and the Cool Hand Cup, these events
have supported engagement, driven footfall
and strengthened our connection with guests.
Our operational discipline has driven a
140bps improvement in EBITDA margin – a
standout result that reflects the strength of our
approach. Our labour scheduling tool, which is
focused on ensuring we have theright people
at the right time, has helped usmanage
external cost pressures, while procurement and
energy efficiencies continue to deliver meaningful
gains. Going forward, we view cost pressures as
manageable within the context of our ongoing
efficiency programme, and we expect to
deliver further margin uplift in the year ahead.
At the heart of our progress is an unwavering
focus on the guest. Our record Reputation
score of 816 reflects the pride our teams take
increating great experiences and the tangible
improvements we have made across the
estate.From demand‑driving events and
betterSignature menu execution, to increased
Order& Pay usage and more efficient labour
scheduling, every initiative is designed
toenhance service and satisfaction – and
itisgreat to see our pubs delivering that
experience more consistently than ever.
Differentiated pub formats
Our differentiated pub formats are a key future
growthengine. In FY2025, we completed
31conversions – 21 Two Doors, five Grandstands
and five Woodie’s – all delivered on time, on
budget and generating strong guest feedback
and average initial revenue uplifts of 23%.
With average capex per renovation of £260k,
and a return on invested capital of over 30%,
these formats are delivering in terms of both
guest satisfaction and financial returns.
Looking ahead to FY2026, we plan to
accelerate the rollout with at least 50 further
conversions, all within our disciplined 7–8%
capex‑to‑revenue range. This next phase will
continue to scale one of the most exciting and
high‑impact levers in our strategy.
Digital transformation
Digital transformation is playing a central role
in improving both the guest experience and
operational efficiency across the business.
Atthe heart of this is our enhanced Order &
Pay platform, launched in March and now live
across our entire managed estate. Results have
been very encouraging, with revenue per
transaction upover 10%, supported by
stronger upselling and premiumisation.
Theplatform also improves speed of service
–particularly in high‑volume and outdoor
areas– and is therefore contributing to higher
guest satisfaction.
More broadly, we are embedding AI tools
across the business, from forecasting and
labour planning to menu development and
energy efficiency. With further investments in
infrastructure – including new tills, tablets and
an upgraded Wi‑Fi network – we are building
amore connected, data‑driven estate that can
scale more efficiently and deliver for guests
inevery pub at every visit.
Record Reputation score
(endofFY2025)
816
Recurring free cash flow
£53.2m
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 4
CEO’s statement continued
Financial progress
FY2025 marked a step‑change in our financial
performance. We delivered another year of
significant profit growth and a material
improvement in recurring free cash flow
– enabling us to invest in our estate, reduce
debt, and strengthen the platform for future
shareholder returns. Like‑for‑like sales growth
of 1.6% remained ahead of the market and
was supported by strong performance from our
31 new format launches. Underlying profit
before tax from continuing operations rose
71% to £72.1 million, following a 64% uplift in
FY2024, driven by disciplined cost control and
strong operational execution.
Recurring free cash flow of £53.2 million
exceeded our CMD target and was delivered
significantly ahead of schedule. This supported
further deleveraging, with net debt (excluding
IFRS16 lease liabilities) reducing to £837.5 million.
Net debt (excluding IFRS 16 lease liabilities) is
now down by almost a third since FY2022 and
remains underpinned by a predominantly
freehold estate now valued at approximately
£2.2 billion. Our leverage ratio improved to
4.6x, and net asset valueper share rose to
£1.25, reflecting increased profitability, estate
revaluation gains, and debt reduction.
Over the near‑to‑medium term, we continue
toexpect to deliver on the targets set out at
ourCMD, which include:
·
Revenue growth ahead of the market
·
EBITDA margin expansion of 200‑300
basis points beyond FY2024, targeting
23.4% to 24.4%
·
Over £50 million recurring free cash flow
·
>30% ROIC on investment focused capex
Sustainably operating
thebusiness
In FY2025, we continued to make meaningful
progress across all areas of our sustainability
agenda. We now have approximately 560 EV
chargers across over 200 pubs, extended our
glass reuse scheme to more than 150 locations,
and completed the installation of solar panels
at 65 pubs. We are proud to be leading the
way on food waste too – achieving 74% of our
2030 reduction target and preventing over 43
tonnes of food waste through our partnership
with Too Good To Go. On the people front, we
were recognised as the UK pub industry’s top
employer by the Financial Times and with
nearly 95% of our pubs achieving a 5* EHO
rating, our commitment to high operational
standards remains clear. We remain focused
on driving further progress in FY2026, with
practical, targeted actions that make our
business more sustainable for the long term.
Outlook
Marston’s heads into FY2026 with real
momentum. Our high‑margin operating model
is underpinned by strong cost discipline, a
scalable digital platform, and increasing
operational efficiency – all of which are
driving robust cash generation and ongoing
margin improvement. Record guest satisfaction,
reflected in our highest‑ever Reputation scores,
speaks to the consistency of our offer and the
pride our teams take in delivering great local
pub experiences. We are well‑positioned
heading into the critical festive period, with
bookings tracking 11% ahead of the same
point last year and a strong calendar of
demand‑driving events in place – such as
Marston’s Best EverChristmas.
Section 172(1) statement
Section 172(1) of the Companies
Act 2006 requires the Directors to
act in a way that they consider, in
good faith, would most likely promote
the success of the Company for the
benefit of its members as a whole,
whilst also considering the likely
consequences of any decisions
made over the long term and the
needs and interests of stakeholders.
Details of how the Directors have
engaged with and had regard to
the interests of all our stakeholders
and the need to foster the Company’s
relationships with those stakeholders
are set out on pages 14 and 15.
Principal decisions taken by the
Board during the financial year are
embedded throughout the report,
particularly in the Chair’s and
CEO’s statements.
The standout opportunity for FY2026 is the
acceleration of our guest‑led pub formats
– aproven growth engine at the heart of our
strategy. The 31 conversions completed in
FY2025 have continued to trade well beyond
their initial uplift, giving us the confidence to
step up to at least 50 format launches in the
year ahead, with a focus on Two Door and
Grandstand. This rollout represents ascalable,
repeatable model for growth – one that is
resonating with guests and supporting our
longer‑term ambitions. As we move into
FY2026, our priorities are clear: to continue to
drive performance through our market‑leading
operating model, new formats roll‑out plan &
digital transformation; delivering sustainable
value for shareholders.
Justin Platt
Chief Executive Officer
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 5
Our business model
How we create value
We are a leading local pub company with anestate of over 1,300 pubs nationally. These comprise a balanced mix of
managed, partnership, and leased and tenanted pubsallowing agility in cost sharing and innovation. Our differentiated
and flexible operating model focused on five formats, ensures we can meet specific consumer needs and occasions,
delivering Shared Good Times for all our stakeholders.
Outputs
Revenues
Revenue held steady at £897.9
million, with strong
performance across newly
converted pubs and
like‑for‑like sales continuing
tooutperform the market.
EBITDA
margingrowth
Underlying EBITDA rose 13%,
with a 140bps margin uplift,
driven by improved mix,
disciplined cost control,
andthe continued strength
ofourhigh‑margin operating
model.
Recurring free
cashflow
A standout year for cash
generation, with recurring free
cash flow of £53.2 million. This
exceeded our CMD target and
delivered significantly ahead
of schedule – unlocking
greater financial flexibility
going forward.
Management models
One of our key strengths is
the balance between our
pub management models.
Our Shared Good Times proposition
Our differentiated pub formats with wide consumer appeal:
Managed pubs
Leased & Tenanted pubs
Partnership pubs
Locals
Pub
Locals
Sports Pub
Family
Pub
Adult
Dining
Two Door
Pub
Target segment
Proposition
Share Good
Times at
yourlocal
The Big Event
Shared at
yourlocal
Share Good
Times with
allthefamily
Good Food
Good Times
Shared
GoodTimes
foreveryone
Regulars
andLocals
Adults 35–64
Regulars
andLocals
Entertainment
focused adults
Families
withchildren
Affluent adults
Adults 35–64
Families and
Pubregulars
29%
11%
60%
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 6
Our business model continued
Our key enablers
Our strategy and business model are underpinned by three key enablers. These support and help drive our strategic
priorities, while reflecting our unique culture and how we operate responsibly and ethically.
The value we create
OUR PEOPLE & PARTNERS
8.3
Employee engagement score
OUR GUESTS
816
Reputation score (end of FY2025)
OUR COMMUNITIES &
ENVIRONMENT
560
Rapid EV charges installed
throughout our communities
OUR SUPPLIERS
£560m
Total spend with UKsuppliers
OUR INVESTORS
£53.2m
Recurring free cash flow
No.1
employer in UK pub industry
inFinancial Times
No.1
Pub Company on Reputation
2,672
Tonnes of food waste saved
this year
92%
Our approved food suppliers
rated BRC Grade A or above
£837.5m
Net debt reduction to£837.5m
SEE MORE ONLINE
marstonspubs.co.uk
Powerful supplier
partnerships
We deliver ‘Shared Good Times’ by offering sector‑
leading food and drink, through strong partnerships with
our suppliers. Our commercial marketing and procurement
teams ensure high standards of quality, sustainability,
andimmersive guest experiences across all formats.
Safely & sustainably
operatingthe business
From our pubs to our Pub Support Centre we are
committed to protecting our people, supporting our
communities and reducing our impact on the environment,
ensuring we build a business that thrives for generations
to come.
Performance-driven team
At Marston’s, our performance is driven by the passion,
expertise and dedication of our people. Every success is
built around our team values and behaviours, and our
teams’ commitment to delivering great experiences,
strong results and sustainable growth.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 7
Our strategy
Execute a market-
leading pub operating
model
·
We are focused on relentless execution
and delivering on our market‑leading pub
operating model by balancing revenue
growth, cost efficiency and guest
satisfaction across our estate
·
We aim to set the standard in operational
excellence, ensuring high‑quality service,
effective cost management and an
outstanding guest experience
Capex to create
differentiated
pub formats
·
We have identified the opportunity
totailor our pub portfolio into five
well‑defined pub formats thatmeet
consumer needs across different segments
·
We expect these unique propositions
willdrive increased consumer penetration
as we rollthem out across our estate
Digital transformation
·
We are a people‑led business but we
believe there issignificant opportunity to
complement what we do withtechnology
·
To drive revenue, we will improve the
guest journey and plan to deliver
personalised, data‑led interactions over
time. On costs, ourdigital strategy focuses
on labour productivity tools and AI
tooptimise stock management
Expansion of managed
& partnership models
·
One of our biggest strengths is the balance
between our different management
models, particularly between managed
and partnership
·
These models are incredibly flexible and
akey means of delivering our five distinct
consumer‑focused formats and
market‑leading pub operating model
Leveraging Marston’s
synergies in
targetedacquisitions
·
Over time, we aim to leverage our
significant operational strengths,
established brand and scale to unlock
synergies in targeted acquisitions
·
By applying our proven and market‑
leading pub operating model and
integrating digital capabilities, weexpect
to drive synergies from acquisitions that
align with our strategic vision
Our key
value drivers
Our strategy will ensure we drive guest demand
anddeliver great pub experiences while maintaining
best‑in‑class operations and cost efficiencies to
expandprofitability and cash generation.
BUSINESS MODEL SEE PAGE 6
INVESTMENT CASE SEE PAGE 2
Execute a
market-leading
pub operating
model
Capex
to create
differentiated
pub formats
Digital
transformation
Leveraging
Marston’s
synergies
in targeted
acquisitions
Expansion
of managed
& partnership
models
SEE OUR IMPACT REPORT
marstonspubs.co.uk/responsibility
Revenue growth
ahead of the market
EBITDA margin expansion
of 200–300 basis points
Over £50 million
recurring free cash flow
>30% ROIC on investment
focused capex
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 8
Our key performance indicators
Building on our progress
Our key financial and operational metrics are set out below. They track our progress towards our vision of being
theUK’s leading local pub company and are linked to how we are remunerated.
01
LFL revenue growth
greater than the market
We aim to continue our track
record of delivering growth
above industry rates.
02
Focus on guest
Reputation score
Guest satisfaction is a critical
metric which we measure
through our Reputation score.
There is a clear link between
our score and revenue growth.
03
Sustained EBITDA
marginexpansion
Delivering cost and operational
efficiencies to support sustained
margin growth. The journey to
margin expansion has already
begun with a significant
improvement YoY.
04
Growing free cash flow
Revenue growth and
improving margin generates
free cash flow and supports
delivery of our strategy to
behighly cash‑generative.
05
Safely and sustainably
operating the business
Delivering impact through
safe and sustainable business
practices. We aim for all our
pubs to achieve a 5* EHO
rating and are targeting a
50% reduction in food waste
by 2030.
06
Material reduction
in debt
Transferring debt to
equityinconjunction with
strategic growth to create
shareholder value.
REM REM REM REM
Guest Reputation
trackrecord
(asatyear-end)
Underlying EBITDA (£m)
& Underlying EBITDA
margin (%)
Recurring freecash flow
(£m)
Our Pubs at 5* EHO (%)
Reduction in food waste
YoYtomeet 2030 target
(%)
Net Debt excluding lease
liabilities (£m)
Total revenue (£m)
Guest Reputation drives
higher revenue growth (%)
897.9
898.6
872.3
202520242023
10.1%
LFL
4.8%
LFL
1.6%
LFL
816
800
766
202520242023
205.1
192.5
170.3
202520242023
22.8%
21.4%
19.5%
53.2
43.6
(38.5)
20252024
2023
94.7
94.1
92.9
202520242023
74. 2
67. 5
60.8
202520242023
837. 5
883.7
1,185. 4
202520242023
YOY revenue growth
Guest Reputation
<750 750 800 850 900+
(0.6) (0.6)
1.6 1.5
3.9
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 9
Financial review
Significant profit growth and cash flow generation
Revenue
Revenue was stable at £897.9 million (2024:
£898.6 million). Total sales in the Group’s
managed and partnership pubs for the
52‑week period increased to £871.9 million
(2024: £864.6 million). Like‑for‑like sales
within our managed and partnership pubs
were up 1.6% compared to FY2024,
outpacing the market which grew at 0.7%
(source: CGA RSM Hospitality Tracker).
Like‑for‑like growth, although modest, was
broad based, including drink like‑for‑like
salesup 0.3% and food like‑for‑like sales up
2.2%. Sales were supported by our increasing
focus on revenue‑driving activity, 31 format
conversions and consistent focus on customer
service. Revenues in the tenanted and
leasedestate were £26.0 million (2024:
£34.0million). This follows c.£50 million of
strategic disposals in FY2024 and FY2025,
predominantly from the tenanted and leased
estate, together with conversion of sites to the
managed and partnership models.
Underlying EBITDA and
operating profit
A key target for the Group, outlined at the
CMD, was to grow underlying EBITDA margin
by 200‑300 basis points from 2024 levels,
giving a target range of 23.4% to 24.4%.
The Group’s profitability stepped up materially
in the period. In FY2025, underlying EBITDA
from continuing operations increased by 6.5%
to £205.1 million (2024: £192.5 million).
TheEBITDA margin was up 140 basis points to
22.8%, despite c. £10.0 million of inflationary
and regulatory cost headwinds, including
employment cost increases following the
national insurance and national living wage
changes of April 2025, as we made strong
progress in executing our market‑leading
operating model. Significant savings were
made as we rolled out enhanced labour
scheduling systems, and the Group delivered
central efficiencies, procurement gains,
andmore efficient repairs and maintenance
spend, whilst investing in increased marketing
expenditure and more specialist roles.
Weseefurther opportunity to increase
theEBITDA margin in FY2026 as we move
towards our target.
As a result of the progress made on EBITDA
margin, the average EBITDA per pub in
managed and partnership increased 7.5%
to£161.3k, the average EBITDA per pub in
Tenanted and Leased increased 2.5% to
£98.6k and the overall EBITDA per pub
increased 7.4% to £154.4k.
Underlying depreciation and amortisation
costs of £45.2 million were broadly flat
year‑on‑year (2024: £45.3 million).
Underlying operating profit from continuing
operations increased by 8.6% to £159.9 million
(2024: £147.2 million). Underlying operating
margins of 17.8% grew by 140 basis points
compared to the prior period (2024: 16.4%).
Statutory operating profit from continuing
operations, including non‑underlying items
(see below), was £179.7 million (2024:
£151.7million).
Net finance costs
Underlying net finance costs were £87.8 million,
substantially lower than the prior period (2024:
£105.1 million) as a result of lower average net
debt year‑on‑year, in particular following the
disposal of the remaining 40% interest in
Carlsberg Marston’s Limited (CMBC) part way
through FY2024. Please see the Debt and
Financing section below for a breakdown of the
components of net debt.
Underlying net finance costs include
£34.8million relating the business’s securitised
debt (2024: £35.3 million), £11.9 million relating
to bank borrowings (2024: £25.4 million),
£23.3 million relating to other lease related
borrowings (2024: £22.9 million), a
£19.0million expense relating to IFRS 16
leaseliabilities (2024: £19.2 million) and
£(1.2) million of other items (2024: £2.3 million).
There was a non‑underlying charge of
£3.6million relating to the Group’s interest
rateswaps (2024: £32.2 million).
Profit before tax
As a result of a £12.7 million increase in
underlying operating profit and a £17.3 million
decrease in underlying net finance costs,
underlying profit before tax from continuing
operations increased year‑on‑year by
£30.0million, or 71.3%, to £72.1 million
(2024: £42.1 million). Statutory profit
beforetax from continuing operations was
£88.3 million (2024: £14.4 million), with
thedifference reflecting a net non‑underlying
profit of £16.2 million, the details of which
areset out below.
Non-underlying items
There was a net non‑underlying profit of
£16.2million before tax. This included a
£22.9million net gain representing net reversals
of previous impairments of freehold and leasehold
property values, following the external estate
valuation of the Group’s effective freehold
properties and the impairment review of the
Group’s leasehold properties, partially offset by
£3.1 million of reorganisation, restructuring and
relocation costs and a £3.6 million net expense
in respect of interest rate swap movements.
In the prior period, there was a net non‑underlying
loss from continuing operations of £27.7 million
before tax, consisting of a net loss of £32.2 million
in respect of interest rate swap movements and
£1.2 million of restructuring costs, partially offset
by £5.7 million of net impairment reversals from
the 2024 property revaluation and leasehold
impairment review.
Taxation
The underlying tax charge was £18.3 million
(2024: £9.0 million), with an underlying effective
tax rate of 25.4% (2024: 21.4%). Theeffective
rate is slightly higher than the standard rate of
corporation tax primarily due to the impact of
disallowed depreciation on non‑qualifying assets
offset by a prior period tax credit.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 10
Financial review continued
Taxation continued
We expect the underlying effective tax rate to
be approximately in line with the standard rate
of corporation tax in future years.
Tax on non‑underlying items was a credit of
£1.6 million (2024: £12.1 million), driven
primarily from the recognition of a £5.4 million
deferred tax asset from capital losses,
previously derecognised, arising from the
upward revaluation of land and buildings.
The statutory tax charge was £16.7 million
(2024: credit of £3.1 million) on statutory
profitbefore tax from continuing operations of
£88.3 million (2024: £14.4 million), with an
effective tax rate of 18.9% (2024: negative
effective tax rate of 21.5%). The effective tax
rate for prior periods including discontinued
operations was positively impacted by income
from associates, now discontinued, recognised
on a post‑tax basis.
Profit after tax and earnings
per share
The statutory profit after tax from continuing
operations was £71.6 million, compared to
£17.5 million in the prior period. In the prior
period, there was a loss of £36.0 million
fromdiscontinued operations, including
animpairment of the carrying value of the
CMBC investment and losses on disposal.
Thestatutory profit from both continuing and
discontinued operations in the current period
was £71.6 million compared to a loss of
£18.5million in the prior period.
Basic underlying earnings per share from
continuing operations increased 63.5% to
8.5pence per share (2024: 5.2 pence per
share). Total statutory basic earnings per share
were 11.3 pence (2024: loss of 2.9 pence).
Capital expenditure
Our capital expenditure strategy was set out at
the CMD, with a near‑term target spend of
7‑8% of revenue, including projects to enhance
the estate through differentiated formats.
Making progress on this, capital expenditure
was £61.2 million inthe current period (2024:
£46.2 million), representing 6.8% of revenue
(2024: 5.1% of revenue). Of the total
expenditure, £8.0 million was spent on 31
format conversions, including 21 Two‑door, 5
Grandstand and 5 Woodie’s. Since re‑
opening, these conversions have delivered
sales uplifts of 23% with EBITDA returns on
investment in excess of 30% in trading to date.
In addition, we continued to invest in
maintaining our core business and in our
ITplatforms.
Property and disposals
The Group’s policy is to revalue its effective
freehold estate on an annual basis and review
its leasehold estate annually for impairment.
The Group conducts an annual external
valuation of all its properties to assist with this
process, with all pubs inspected on a rotating
basis. Approximately one‑third of the estate
undergoes physical inspection each year,
while the remainder is subject to a desktop
valuation. In June 2025, Christie & Co carried
out an external valuation, the results of which
are reflected in the full year accounts.
The carrying value of the estate is £2.2 billion
(2024: £2.1 billion). Following the valuation,
the Group recognised a £22.9 million net
impairment reversal of freehold and leasehold
properties in the income statement (2024:
£5.7 million), and a £109.8m unrealised
surplus on the revaluation of properties
(2024:£80.8million) together with a £38.6 million reversal of past revaluation surplus
(2024:£39.8million) in other comprehensive income.
During the current period, the Group generated £6.4 million in net proceeds from non‑core
pubdisposals (2024: £46.9 million), mainly reflecting the end of the prior period’s strategic
disposal programme.
The Group ended the period with 1,328 pubs (2024: 1,339 pubs), of which 1,182 were
operating under the managed or partnership models (2024: 1,182) and 146 were operating
under the tenanted and leased models (2024: 157 pubs).
Pensions
The balance on our defined benefit scheme was a £15.4 million surplus as at 27 September 2025
(2024: £13.1 million surplus). The Group will continue to pay the administrative fees associated
with the scheme but is currently making no other contributions to the scheme.
Net asset value
The table below shows the main movements in net asset value:
2025
£m
2024
£m
Variance
£m
Variance
%
Property, plant and equipment 2,181.3 2,069.0 112.3 5.4 %
Other assets excluding cash* 99.1 98.8 0.3 0.3 %
Cash* 35.9 45.5 (9.6) (21.1)%
Total assets 2,316.3 2,213.3 103.0 4.7 %
Borrowings (1,241.6) (1,302.9) 61.3 4.7 %
Other liabilities (284.0) (255.6) (28.4) (11.1)%
Total liabilities (1,525.6) (1,558.5) 32.9 2.1 %
Net assets 790.7 654.8 135.9 20.8 %
Net asset value per share £1.25 £1.03 £0.22 21.4 %
* ‘Cash’ in this table refers to cash and cash equivalents, together with other cash deposits.
Net assets increased to £790.7 million (2024: £654.8 million), with a net asset value per share of
£1.25 (2024: £1.03). The main changes in net asset value were an increase in property, plant and
equipment as a result of the property revaluation and the capital investment made in the business, a
decrease in borrowings net of cash due to the positive progress made in generating free cash flow in
the year, and an increase in deferred tax liabilities, largely as a result of the property revaluation gain.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 11
Financial review continued
Cash flow
A summary of the Group’s cash flow is shown below:
2025
£m
2024
£m
Cash adjusted total EBITDA 203.1 192.8
Working capital movement 3.0 8.2
DB pension contributions (1.6) (7.5)
Corporation Tax payments (5.3) 0.1
Net cash inflow from operating activities excluding CMBC dividend 199.2 193.6
Net interest (incl finance lease capital repayments received) (83.2) (98.2)
Capex (61.2) (46.2)
Bank fees and swap termination costs (0.9) (5.6)
Purchase of and sales proceeds from own shares (0.7) –
Recurring free cash flow (RFCF) 53.2 43.6
CMBC dividend – 13.8
Sale of property, plant and equipment and assets held for sale 6.4 46.9
Disposal of associates (2.8) 205.5
Net cash flow (NCF) 56.8 309.8
Debt repayments and transfers from other cash deposits (66.4) (291.9)
Net increase/(decrease) in cash and cash equivalents (9.6) 17.9
There was a net cash inflow from operating activities of £199.2 million (2024: £207.4 million,
£193.6 million excluding the CMBC dividend). Within this, working capital timing differences
were £3.0 million (2024: £8.2 million). There were £1.6 million of payments in relation to the
defined benefit pension scheme (2024: £7.5 million) following the cessation of c. £6 million
annual cash contributions at the end of FY2024. Cash tax payments were £5.3 million (2024:
repayments of £0.1 million), comprising payments in respect of FY2024 and payments on
account for FY2025 under the ‘large company’ regime. As the Group’s taxable profits increase, it
expects to move into the ‘very large company’ regime in FY2026 which will result in c. 18 months
of cash tax charges being included in the FY2026 cash flow.
Net interest costs including finance lease capital repayments received were £83.2 million (2024:
£98.2 million) and capital expenditure was £61.2 million (2024: £46.2 million). After bank fees,
swap termination costs, and the purchase of and sales proceeds from own shares, recurring free
cash flow was £53.2 million (2024: 43.6 million), meeting the target set out at the CMD of
recurring free cash flow of over £50 million a year.
Taking into account disposals proceeds received of £6.4 million (2024: £46.9 million), a CMBC
dividend of £nil (2024: £13.8 million) and cash outflows in relation to the disposal of the Group’s
remaining 40% interest in CMBC of £2.8 million (2024: inflow of £205.5 million), net cash flow
for the period was £56.8 million (2024: £309.8 million).
Mandatory securitised loan note repayments of £43.8 million (2024: £41.5 million), repayments
of the capital element of lease liabilities relating to IFRS 16 of £8.6 million (2024: £8.4 million)
and other debt repayments and transfers from other cash deposits of £14.0 million (2024:
£242.0 million) resulted in an overall decrease in cash and cash equivalents of £9.6 million
(2024: increase of £17.9 million).
Debt and financing
Net debt, excluding IFRS 16 lease liabilities, was £837.5 million (2024: £883.7 million),
areduction of £46.2 million. Including IFRS 16 lease liabilities of £368.2 million
(2024:£373.7million), total net debt was £1,205.7 million (2024: £1,257.4 million).
The Group has continued to make progress in net debt reduction during the year; with net
debt:EBITDA excluding IFRS 16 falling from 5.2x in 2024 to 4.6x at the period end. Leverage
including IFRS 16 reduced from 6.5x to 5.9x.
The Group’s financing, providing an appropriate level of flexibility and liquidity for the medium
term, comprises:
Debt types
Repayment/
expiry date or
average length
Debt
(£m)
Cash balances
(£m)
Net Debt
(£m)
Securitisation 2035 516.7 21.4 495.3
Securitisation liquidity facility (£120m) – – –
Marston’s Issuer PLC’s cash – 0.4 (0.4)
Securitisation totals 516.7 21.8 494.9
Other lease related borrowings 2047–2058 338.9 – 338.9
Bank facility (£200.0m) July 2027 21. 0 14.1 6.9
Unamortised issue costs (3.3) – (3.3)
Seasonal overdraft (£5m–£10m) – – –
Bank facility totals 17.7 14.1 3.6
Preference shares 0.1 – 0.1
Total excluding IFRS 16 lease
liabilities 873.4 35.9 837.5
IFRS 16 lease liabilities 24 years, on average 368.2 – 368.2
Total 1,241.6 35.9 1,205.7
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 12
Financial review continued
Debt and financing continued
The securitisation debt is loan notes issued in
2005 and 2007, secured on ring‑fenced
properties. It is long‑term debt with predictable
debt servicing (capital and interest payments).
All floating rate notes are economically
hedged in full by the Group using interest
rateswaps whereby all interest payments
areswapped to fixed interest payable. The
weighted average fixed interest rate payable
by the Group on its securitised debt as at
27September 2025 was 6.4%. The terms of
the securitisation require a liquidity facility to
be in place, of which £nil was drawn at
yearend.
‘Other lease related borrowings’ is debt
recognised against properties subject to sale
and leaseback arrangements with repurchase
options available to the Group at nominal
value. The obligations under these
arrangements do not fall within the scope of
IFRS 16 “Leases” and are accounted for in
accordance with IFRS 9 “Financial
Instruments”, with the assets treated as
“effective freeholds”. Caps and collars are in
place to limit the index‑linked increases in
interest costs. Currently, no capital repayments
are being made on the borrowings, which are
economically similar to mortgages; repayment
of the capital element is expected to begin in
FY2033 with full repayment by 2058.
During the current period, the Group
successfully secured a one‑year extension
toitsbanking facility, which was due to expire
in July 2026. The revised bank facility to
July2027 is for £200.0 million, of which
£21.0million was drawn at the year end.
IFRS 16 lease liabilities are obligations from leases
including sale and leaseback arrangements that
completed without an option to repurchase the
asset at nominal value.
The Group holds three interest swaps in
relation to its borrowing facilities with a net
valuation of £(53.9) million as at the period
end (2024: £(59.0) million), which are
excluded from net debt.
The vast majority of our borrowings are
long‑dated and asset‑backed, including
thesecuritisation debt. The loan to value of
securitised debt, which is decreasing year‑on‑year,
is currently 41% (2024: 46%), and the loan to
value of net debt excluding lease liabilities is
44% (2024: 50%).
In summary, we have adequate cash
headroom in our financing structures to provide
operational flexibility. Importantly, all of our
medium to long‑term financing is hedged or
contains caps and collars, thereby minimising
any exposure to interest rate movements. Good
progress has been made in deleveraging the
business and we expect this progress to
continue moving forwards.
Capital allocation and
shareholder returns
As set out at our CMD, our capital allocation
framework is focused on enhancing long‑term
shareholder value through a disciplined balance
of delivering strong returns on investment and
deleveraging. The Board is pleased that the
Group has delivered initial EBITDA returns in
excess of 30% on expansionary capital. In
addition, deleveraging has continued and net
debt to EBITDA before IFRS 16 has fallen from
5.2x in FY2024 to 4.6x at this period end.
However, leverage remains higher than target
and, as such, no dividend will be paid in
respect of FY2025.
Shareholder returns remain a core part of our
capital allocation strategy and are planned
once leverage (excluding IFRS 16) falls below
4.0x. Given the significant discount between
net asset value per share and the share price,
consideration will be given at that point to the
use of cash for share buy backs alongside or
instead of other returns of capital, taking into
account further planned debt reduction, the
requirement of cash for growth investment
andthe availability of distributable reserves.
Going concern
Having considered the Group’s forecast
financial position and exposure to principal
risks and uncertainties, including cost and
inflationary pressures, the Directors have a
reasonable expectation that the Group has
adequate resources to continue to operate
within its borrowing facilities and covenants for
a period of at least 12 months from the date of
signing the financial statements. Accordingly,
the financial statements have been prepared
on the going concern basis. Full details are
included in note 1 of the financial statements.
This forecast predates the Autumn Budget
2025 and therefore does not include the
impact of any specific measures which may
beannounced.
Notes:
·
Prior period was a 52‑week period to 28 September 2024.
·
The Group uses a number of alternative performance measures
(APMs) to enable management and users of the financial statements
to better understand elements of financial performance in the
period. APMs are explained and reconciled in Note 15 to the
financial statements.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 13
Stakeholder engagement
Engaging with
ourstakeholders
Key enablers
Powerful supplier partnerships
Safely & sustainably operating
the business
Performance‑driven team
Link to strategy
Value drivers
Execute a market‑leading pub
operating model
Capex to create differentiated
pub formats
Digital transformation
Expansion of managed
& partnership models
Leveraging Marston’s synergies
in targeted acquisitions
READ MORE ONLINE
Read more about our key
stakeholders onour website
www.marstonspubs.co.uk
Engaging with our stakeholders leads to better business
outcomes, which are essential to our long‑term success.
A summary of the primary ways in which we engage
with all our stakeholders, and how their interests have
been considered by the Board, can be found on the
following pages.
People & Partners
How we engage
·
Regular dialogue through our
engagement platforms
·
In‑person ‘listening’ sessions, hosted jointly
by management and members of the Board
·
‘Town Hall’ style meetings around key dates
in our financial calendar, for all employees
and Partners, hosted by the Executive
Committee and members of the
Leadership Group
·
Encouraging a ‘Speak Up’ culture through
various employee assistance lines and our
whistleblowing platform
·
Pub visits by our Board, see page 31
Outcomes
·
Revision of our employer brand and rollout
of simplified values and behaviours, that
support the delivery of our strategy
·
Implementation of a new reward platform
‘Cheers’, celebrating success and aligned to
our values and behaviours. Access enabled
for Partners too
·
Review and improvements to
employee benefits
Guests
How we engage
·
Guest satisfaction surveys, opinion polls and
close monitoring of our Reputation score
·
Deep expertise in consumer insight
and guest satisfaction
·
Empower teams with real‑time feedback
and actionable insights, bringing them
closer to guests and fostering a culture of
continuous improvement
·
Continuous review of guest journeys
ensuring touchpoints deliver a seamless and
memorable experience
Outcomes
·
Continuous improvement in our Reputation
score year‑on‑year, with an end of year
score for FY2025 of 816 (FY2024: 800). A
clear reflection of our commitment to guest
satisfaction
·
Launch of three of our distinct pub formats
this year, to meet a broader range of guest
occasions and preferences
·
Enhanced decision‑making and
responsiveness across teams, ensuring guest
feedback translates into tangible
improvements in service and experience
·
Upgrades to guest journeys through
technology, product innovation and
operational efficiencies – driving convenience,
choice and consistency at scale
Link to strategy
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 14
Communities
& environment
How we engage
The Board recognises the importance of, and
our impact on, each of the local communities in
which we operate, together with the wider
environment. A key enabler of our strategy is to
operate ‘safely and sustainably’. We remain
committed toachieving this through best in
class health and safety standards, continuing
efforts to support local initiatives and charities,
and to operating our business and supply
chain more efficiently to reduce our impact on
the environment. Read more about the work
that we do, progress against our core pillars
and outcomes, in our Impact Report.
Stakeholder engagement continued
SEE OUR IMPACT REPORT
www.marstonspubs.co.uk/responsibility
Suppliers
How we engage
·
As a key enabler of our strategy, ‘powerful
supplier partnerships’ continues to be an
important issue. During the year, the Board
consider the benefits and opportunities
through key partnerships, with the aim of
achieving positive and fair outcomes for
Marston’s and our suppliers
·
Our Impact Report provides more in‑depth
information on how our Procurement and
operational teams work closely with our
supply partners to deliver robust and ethical
supply chain management
Outcomes
·
Following a thorough review of modern
slavery‑related risks and an Executive
Committee‑level assessment of them, the
Board approved an updated Modern
Slavery statement, which is available on
ourwebsite
·
The Board reviewed and approved a
number of renegotiated renewals of key
contracts for food and drink during the year
Investors
How we engage
·
Capital Markets Day, an in‑person and
webcast event, hosted inOctober 2024
·
Investor Roadshows and meetings with our
institutional investors, bondholders and
banks held throughout the year to support
our financial reporting calendar and future
financing plans
·
Direct engagement with major investors on
Directors’ Remuneration Policy proposals
·
Regular feedback loops facilitated by,
anddetailed reports and analysis from,
advisers and brokers on investor sentiment
·
Communications with retail investors through
Q&A sessions at our Annual General Meeting
and through our website
·
Ensuring employee share schemes are
accessible to our People, many of whom
are also shareholders
Outcomes
·
Engagement with existing and prospective
investors enables understanding of and
support for our strategy and vision, and
supports the Board’s efforts to provide fair,
balanced and understandable information
·
A refresh of the corporate website to
improve accessibility for retail investors and
all stakeholders
Government
How we engage
·
Continuous engagement with regulatory
authorities, including Public Health for
England and Wales, Office of Health
Improvement and Disparities and the
PubsCode Adjudicator
·
Working with industry bodies to lobby on
business‑critical issues, such as business
rates reform, extended producer responsibility
and National Insurance contributions
·
Long‑term partnership with Drinkaware
Outcomes
·
Audit Committee oversight and approval
ofour Pubs Code Compliance report, in line
with our statutory duties
·
The Board is regularly updated on
compliance with regulations and readiness
for emerging legislation
SEE OUR INVESTMENT CASE SEE PAGE 2
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 15
Sustainability
Delivering impact through Shared GoodTimes
At Marston’s, we believe great pubs bring people together and can be a positive force for change. This belief underpins
our approach to sustainability, which is built around the four ‘P’s: Planet, People, Product and Policy. These pillars guide
how we deliver meaningful impact across our business and in the communities we serve.
Our Impact report sets out the tangible
progress we have made as a business over the
past 12 months. From expanding solar energy
generation across more of our pubs and
growing our industry‑leading rapid EV
charging estate, to reducing food waste and
strengthening our ED&I networks, we have
focused on actions that have the greatest
positive impact and reflect our purpose and
that of our pub teams.
Governance
The Board has ultimate responsibility for
overseeing risk management across the Company
(as set out on pages 20 to 25), and that includes
climate‑related risks and opportunities as part
ofits strategic remit. Climate considerations are
embedded into discussions on strategy, risk
management and capital allocation. The Board
receives regular updates from the Sustainability
Taskforce on progress towards Net Zero,
keyachievements and emerging challenges.
These updates enable the Board to assess
theappropriateness of our targets and the
adequacyof management’s plans to deliver
them.The Audit Committee reviews material risks,
including climate‑related risks, and evaluates
theeffectiveness of associated controls
andmitigations.
Our Sustainability Taskforce, co‑chaired by the
General Counsel & Company Secretary,
comprises senior leaders from across the
business representing our four sustainability
pillars, which are each supported by specialist
steering groups. The Taskforce meets at least
quarterly and reports to the Executive
Committee and the Board, ensuring climate‑
related issues are integrated into operational
and strategic decision‑making. Further details
details can be found in our Impact Report.
RiskManagement, and Metrics and targets.
Ourdisclosures reflect our commitment to
achieving Net Zero by 2040 and managing
climate‑related risks and opportunities across
our operations and supply chain.
Compliance statement
Marston’s has complied with UKLR 6.6.6(8)R
by including climate‑related financial
disclosures consistent with the TCFD
recommendations, with the exception of the
following omitted disclosures:
Strategy (Disclosure b – Financial
impact): Due to limitations in reliable
forward‑looking data, particularly around
weather projections, we have not fully
quantified the financial impact of climate‑
related risks. We will continue to review this
year‑on‑year and are developing enhanced
modelling approaches to enable more
comprehensive disclosures in future reports,
when the data becomes more reliable.
Metrics and targets (Disclosure b –
Scope 3 emissions): Scope 3 emissions are
reported on a prior year basis (FY2024) due
tothe complexity and time required to obtain
and assure data across our supply chain.
Weare investing in improved systems and
working closely with suppliers to shorten
thiscycle, with the goal of reporting on a
current‑year basis in future.
Planet working group
The Planet working group, chaired by our
Energy Manager, brings together operational
teams responsible for delivering carbon
reduction initiatives. Meeting quarterly, the
group monitors progress towards our Net Zero
goals and reports to the Sustainability
Taskforce and Executive Committee. This
ensures climate‑related considerations inform
annual budgets, major investments, divestments
and strategic programmes.
Strategy
Climate-related risks and
opportunities and their impact on our
operations
Our commitment to operating safely and
sustainably is a key enabler of our business
strategy. Our strategy incorporates the
consideration of climate‑related risks and
opportunities and the drive to achieve Net Zero
by 2040, through identifying, assessing and
managing our environmental impacts. We need
to reduce emissions and the impact upon nature.
We have a clear, realistic pathway to Net Zero
aligned with the refurbishment of our estate and
our energy procurement strategy.
Moving to Net Zero is a considerable challenge.
It largely relies on our suppliers moving their own
operations away from a reliance on carbon fuels
within a similar time frame, and configuring
supplies to assist and sustain thisposition.
READ MORE ONLINE
Our Impact report and
the work on our four ‘P’s
canbefound on our website
www.marstonspubs.co.uk/responsibility
Taskforce on Climate-
related Financial
Disclosures (TCFD)
We set out on the following pages our
climate‑related financialdisclosures, which
follow the guidance set out in the TCFD (June
2017) andthe implementation advice
(October 2021). Our reporting is aligned with
the TCFDframework and structured around its
four core pillars: Governance, Strategy,
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 16
Taskforce on Climate-
related Financial
Disclosures (TCFD)
continued
Strategy continued
Climate-related risks and
opportunities and their impact on our
operations continued
We have mapped our total emissions including
our supply chain, which is responsible for over
76% of our emissions. This information helps us
target goods we receive that are responsible for
the highest emissions. Adapting our pubs to
move away from gas to electricity is entirely
feasible and can largely be achieved during the
normal cycle of investment and refurbishment of
our estate, particularly while modernising our
kitchens. Our future procurement strategy
includes, when economically practical, the
purchasing of electricity generated from
sustainable sources such as solar, wind and
water, albeit only transitioning when the
commercial conditions are right.
We have committed to reducing our food waste
by 50% by 2030, compared to 2019. We have
already achieved a 74% reduction by reducing
menu options. Food waste is weighed when it is
collected by our disposal supplier and is reused
to generate energy.
We consider the environmental record of all
major new suppliers and for food, this includes
the number of miles that it travels from ‘farm to
fork’. Ethical information is also collected through
our food information system ‘Smart Supplier’. For
other suppliers we use information from SEDEX,
an online platform allowing businesses to share
information confidentially about their ethical
performance. Contingency plans are in place to
manage supply chain disruptions should they
arise from climate‑related or other factors.
Our growth strategy includes reducing our
reliance on fossil fuels and investing in assets that
take advantage of renewable energy. This
includes electrification of catering equipment and
installation of lower‑carbon heating systems.
OTHER INITIATIVES CAN BE FOUND IN
OUR IMPACT REPORT
marstonspubs.co.uk/responsibility
Scope and assumptions
Time horizon
We consider three time horizons: 1—5 years
(short‑term), 5—10 years (medium term) and
greater than 10 years (long term) – to be
relevant for our scenario analysis. Though
many of the identified risks and opportunities
cannot be siloed into specific time periods,
ouranalysis is based on the assumption that
climate‑related issues often manifest over the
medium to long‑term
·
The timeframe for short term risks (1–5
years) reflects that we generally know
enough about them to structure our
development plans and forecast the
financial impact.
·
The timeframe for medium term risks (5–10
years) captures those risks that have a
reasonable likelihood to impact us in the
future, though it is more difficult to quantify
the impact.
·
The timeframe for long term risks (10+ years)
captures those risks that might be contingent
upon factors in the earlier time frames or
where there is a greater degree of uncertainty
about when they will have an impact.
Sustainability continued
Scenario analysis
We have analysed three climate scenarios
based on different increases in global
temperatures (1.5°C, 1.5°C–3°C, and above
3°C). For each, we have considered physical
risks, transition risks, resource risks and related
opportunities, reflecting the estimated impact on
our business of government action intended to
limit emissions, as set out on the following page.
Scenario 1: Global temperature kept
tobelow 1.5°C:
Potentially higher transition costs in the short
term (1–5 years) amid:
·
tighter government restrictions
·
more orderly transition.
Transitional risks within this scenario:
·
compliance with government legislation
adding to additional operating and
reporting costs
·
additional energy costs associated with
carbon fuels
·
additional cost of compliance and energy
costs borne by suppliers increasing
particularly our food and drink costs
·
guest opinion divided regarding the
measures taken to reduce climatechange.
Scenario 2: Global temperature kept
between 1.5°C and 3°C:
Potentially higher transition cost in the medium
term (5–10 years) amid:
·
more flood costs
·
more water scarcity
·
government action delayed but more
aggressive in the longer term
·
more technological opportunities
·
global economic impacts.
Transitional risks, the same as the 1.5°C scenario,
albeit delayed to within 5–10 years:
·
risk that more flooding creates more repair
costs and in certain locations property
insurance becomes more expensive
·
more extreme weather either hot, cold or wet
could be difficult to predict and might impact
guest behaviour in a negative way including
reduced or shortened visits
·
globally, production and transportation costs
could increase in order to absorb transition
costs as countries ramp up their response to
climate change.
Scenario 3: Global temperature
increases above 3°C:
Lower transition costs in the short term.
Keyissues include:
·
government action delayed
·
additional flooding
·
more heatwaves
·
increased cooling costs
·
guest menu choices may change
·
global economic impacts increased.
Transition risks, the same as the previous
scenarios, albeit relatively delayed further to
10 years or beyond:
·
increased risk of flooding or fire causing
damage to properties
·
risk that government legislation, albeit
delayed, is more draconian and imposes a
swifter transition that results in higher costs
·
guests might be more tolerant to changes
brought in by the business, accepting that
urgent action is required.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 17
Sustainability continued
Taskforce on Climate-
related Financial
Disclosures (TCFD)
continued
Risk management
Processes for identifying and assessing
climate-related risks
We assess climate‑related risks using
standardised criteria to evaluate their potential
impact and likelihood. The Director of Risk has
responsibility to oversee the climate risk register,
which is designed to identify and manage the
climate risks material to Marston’s and monitor the
application of controls to mitigate them. We hold
formal meetings to assess and re‑evaluate the risks
as conditions change. These assessments
consider whether an identified risk could have a
material financial impact on the Company.
Our Risk Committee is kept informed about the
movement of our material risks to the business;
this includes any regulatory update resulting
from legislative issues on climate change.
Wetrack and prepare for any such
legislativechanges.
The Executive Committee is informed about the
movement of material risks by the General
Counsel & Company Secretary, who attends
meetings of both Committees. This includes
anevaluation of whether any climate or
environmental risks are currently material to
thebusiness in terms of financial impact and
regulatory compliance.
Our internal audit work focuses on gathering
sufficient assurance including our sustainability
reporting and supporting evidence.
We carry out annual external valuations of our
property portfolio. Pubs are valued on a
rotational basis, with approximately one third
inspected each year. The first external valuation
on this basis was undertaken in July 2022. The
assessments consider all factors that could
impact valuation and cause financial
impairments, impacting the income statement
and balance sheet. These include risks of
flooding, increased costs of compliance (e.g.
EPC certificates) and any other environmental‑
related factors that may arise.
Identified risks and mitigation
We assess the risks below in terms of their
potential to cause significant impact on our
business in either the short, medium or long
term. We define material climate‑related risks
and opportunities as those that are sufficiently
important to our investors and other stakeholders
to warrant public reporting. We continually
reassess our evaluation of such climate‑related
risks and opportunities disclosed in our TCFD
report as the views of our stakeholders evolve
over time. This is a qualitative assessment rather
quantitative due to the limitation of data. If
necessary, we will work to completely remove
those risks completely that pose a threat to
achieving our strategic objectives. If avoidance
is impossible, we will seek to mitigate the risk.
We consider that our approach to managing
these risks through our strategy to combat
climate change, and the implementation of
identified mitigating factors, supports our
strategic resilience to climate‑related risks.
Risk Type Description/mitigation
Severity
Short
term
(1 – 5
years)
Medium
term
(5 – 10
years)
Long
term
(10+ years)
1. Flooding Physical
An increase in rainfall, or intensity, could impact the severity of property damage. There is no
trend currently toindicate whether this risk is either increasing or decreasing for our estate.
This risk is mitigated by insuring our estateto cap the cost of flooding within any particular
financial year.
Minor – no increased trend
of flooding. Mitigated by
insuring the cost.
2. Water scarcity Resource
Periods of drought could lead to water scarcity impacting the geographical areas in which our
pubs are situated orimpacting our supply chain. Marston’s sites have little or no water storage so
are reliant on the mains water to operate. Owning our own water licence gives greater control
over data and billing, enabling a proactive approach to managing and conserving water.
Minor – no pubs have
had to pause operations
because of water scarcity.
3. Extreme
and changing
weather patterns
Physical/
resource
Extreme weather may cause challenges for our supply chain, particularly the supply of certain
food items. Changing weather patterns may also change the habits of our guests. Contingency
plans to cover a break in supply help to mitigate this risk. The geographical spread of our
pubs, and the diversity of different pub formats also contribute to reducing this risk.
Minor – no food or drink
supply has been significantly
disrupted because of
extreme weather.
4. Legislation
andpolicy
Transitional
Increased risk of non‑compliance from accelerated, or new, legislation to support the global
climate agenda. Mitigated by proactively tracking the emergence of legislation and new
regulation. Our transition plan for Net Zero and targeting progress helps us to adjust and
comply in a well‑planned manner.
Moderate – steps taken
to achieve compliance
with legislation and policy,
particularly the preparation
for transition to Net Zero.
5. Consumer
habits
Transitional
Consumer habits could be influenced to change towards more sustainable choices. We track
guest insight data to monitor consumer habits and assess opportunities to adapt to provide
valuable experiences. Our development of EV chargers at our pub sites is a good example
ofhow opportunities arise to provide what our guests value in the context ofsustainability.
Minor – further
opportunities could exist
in the future. Currently the
development of the EV
chargers is a good example.
6. Technology Transitional
The requirement to invest in sustainable technology and production could increase the input
costs of our business, particularly in connection with energy and food procurement. Adopting
new technologies to support our sustainability and transition to Net Zero could come with
additional costs in the short term; however, they may lead to cost savings in the longer term,
as well as increasing our appeal to guests, investors and financial institutions.
Minor – impact is likely
to rise in the future as
more technology becomes
available to support the
transition to Net Zero.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 18
Taskforce on Climate-
related Financial
Disclosures (TCFD)
continued
Metrics and targets
We measure and report our greenhouse gas
emissions in line with the GHG Protocol,
ensuring consistency and transparency. We
collect Scope 1 & 2 emissions data through
ISTA, while Scope 3 emissions are supported
by Zero Carbon Services.
Our climate targets reflect our commitment to
long‑term decarbonisation:
·
Net Zero across Scopes 1, 2 and 3 by
2040, in line with the sector ambition set
bythe Zero Carbon Forum; and
·
50% reduction in food waste by 2030,
compared to a 2019 baseline. This year over
2,672 tonnes of food waste has been saved,
74% achievement of our overall 2030 target,
a further improvement to last year.
Our Net Zero strategy is designed to align with
industry best practice and accelerate progress
across our value chain. As we advance on this
journey, we expect to adopt additional interim
targets and performance indicators to track
progress more effectively. These will be disclosed
in future reports as they become operational.
Scope 1 & 2 GHGemissions
We have had a comprehensive strategy in
operation for many years to collect data on site
emissions and engineer solutions for their
reduction. We conduct site surveys to identify
technical and behavioural initiatives to reduce
energy usage. We have targeted to achieve Net
Zero by 2040. Our Scope 1 & 2 emissions
reductions are focused on solutions in
collaboration with our suppliers, through
electric kitchen enabling works, installing
building management systems and completion
of energy audits. More detail can be found in
our Impact Report on our progress on
achieving Net Zero.
Supply chain and Scope3emissions
Our Scope 3 emissions are measured across
all our activities, with a particular focus on
food, which represents a significant part of our
footprint. We are working to understand how
menu design influences these emissions and to
integrate this insight into our operating plans.
Through our Food Charter, we set clear
environmental expectations for all suppliers,
from on‑boarding and reinforced through a
risk‑based audit programme. Compliance
includes critical commitments such as zero
deforestation.
To improve transparency, we collect
environmental data via our Smart Supplier
system and the SEDEX platform, enabling us to
calculate and track both direct and indirect
emissions. This data informs our carbon footprint
analysis and helps identify hotspots for action.
We also maintain our zero waste to landfill
position and target reductions in food waste
packaging, which is detailed further in our
Impact Report. Collaboration with suppliers is
key to tackling residual stock and packaging
challenges, while partnerships such as Too
Good To Go ensure surplus food in many of
our pubs is redistributed rather than wasted.
Our longer‑term strategy also includes the
procurement of renewable energy, with a stated
commitment to source and promote energy from
renewable sources over the coming years.
Climate change
viabilitystatement
The full financial impact of climate change and
the transition to Net Zero cannot yet be fully
quantified; however, the cost elements associated
with our transition plan are becoming clearer,
and we hope to provide this in the future. For
instance, we are phasing the conversion of our
pubs from gas and oil to electric as part of
routine equipment replacement, which we expect
will help to spread related transition costs over
time. We continue to assess the identified
potential financial implications on an ongoing
basis, particularly where specific risks or
opportunities increase in likelihood.
At present, we do not consider climate‑related
risks to be material to the viability of our direct
operations in the short to medium term. While
risks and opportunities exist, as outlined in this
report, they are not currently significant enough
to threaten business continuity. With the actions
we have already taken, and those we continue
to implement to advance our ESG and Net Zero
agenda, we believe we are well positioned to
adapt to future challenges and capture identified
opportunities. We will continue to review these
risks annually and update our disclosures as
data and modelling capabilities improve.
Sustainability continued
61,758
72,748
2025
2024
Greenhouse gas emissions by source
(Scope 1 & 2 and Scope 3 relatingto business mileage)
CO
2
e tonnes
312,114
348,348
2025
2024
Energy usage (MWhrs)
(Scope 1 & 2 and
Scope 3 relating to business mileage) (MWhrs)
344,384
341,297
2025
2024
Total Scope 3 emissions
(data for previous year 2024) CO
2
e tonnes
6.88
8.09
2025
2024
Greenhouse gas emissions intensity ratio
CO
2
e tonnes per £100,000turnover
Of which: 2025 2024
Electricity and gas 54,136 64,999
Petrol and diesel 734 885
Refrigerants – pubs 4,930 4,872
LPG 1,697 1,786
Oil 261 207
Total 61,758 72,748
Notes:
1. We report on all the measured emissions sources required under
the Companies Act 2006 (Strategic Report and Directors’ Reports)
Regulations 2013. The emissions have been assessed in accordance
with the ‘GHG Protocol Corporate Accounting and Reporting Standard’
and in line with Defra’s ‘Environmental reporting guidelines: including
Streamlined Energy and Carbon Reporting Requirements’.
2. Scope 1 & 2 data and Scope 3 business mileage data have been
collected in respect of the year ended 30 June 2025. A third‑party
energy bureau (ISTA) identifies our energy usage per site each month and
calculates the total Scope 1 & 2 emissions across our estate. ISTA collects
electricity and gas meter readings from our sites, working alongside our
Energy Manager to estimate readings where none are available and
investigate unusual recordings.
3. Scope 3 data is collected for the previous financial year FY2024. Zero
Carbon Services help calculate the Scope 3 emissions associated with
the services and goods our industry receives factoring in the specific
detail for our own suppliers, for instance where goods are sourced
globally, using sector aligned methodology.
4. Gas consumption compared to last year reduced by 9%. Electricity
consumption reduced by 12%. To reduce the energy consumed we focus
each year on various initiatives.
5. Initiatives followed this year to reduce energy consumption
can be found in our Impact Report, and include:
·
Energy‑efficient catering equipment: fryers with oil filtration, high‑
efficiency chargrills, and hydrocarbon refrigerators.
·
Transition to electric: enabling works through capex and inspections to
replace gas catering equipment over cycles.
·
Renewable energy: solar panels installed at selected sites.
·
Lighting efficiency: LED lighting throughout, with motion sensors in
back‑of‑house areas.
·
Voltage optimisation implemented across sites.
·
Ongoing capex projects supporting sustainability initiatives.
6. The greenhouse gas emissions intensity ratio has moved by 1.21 this
yearreflecting a 15% reduction.
7. Emissions data is primarily meter‑based with limited estimation.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 19
Risk and risk management
How we manage risk
We operate in a dynamic
environment in which a range
of internal and external
factors may affect our
strategic objectives.
This year, we have maintained our focus
onintegrating risk considerations into our
strategic decision‑making, including mitigation
measures after taking into account risk appetite
and enhancing our risk management
framework to support the delivery of our
strategic priorities. Our risk management
framework is evolving to enable us to identify,
assess, and manage these risks effectively
ensuring we remain resilient and agile, in so
doing safeguarding the long‑term success
ofthe Company.
Risk management and internal
audit framework
The Company’s core risk management
framework (shown here) provides a structure to
monitor and manage risk effectively, to ensure
risks are identified, monitored and controlled.
Adopting the principles of Enterprise Risk
Management (ERM), we take a company‑
wide, integrated approach to risk seeking to
align our strategic objectives, operations,
processes and people into a coordinated effort
to identify the uncertainties the Company may
face as it creates value.
Underpinned by Company policies and processes
Levels of defence
External audit
Regulators
Risk management framework
Governance
Board: Ultimately responsible for the governance framework, for ensuring risks are effectively identified, assessed and managed for monitoring and reviewing the
effectiveness of the internal controls and risk management systems. Ensures that management reviews and reports on the effectiveness of internal controls and understanding
the nature and extent of the principal risks, formulating its risk appetite and approving the Viability statement.
Audit Committee: Supports the Board in the above duties, approves the internal audit plan and strategy, and monitors internal controls and risk management systems.
Level 1
Operational management
and risk owners
Level 2
Risk management and oversight functions
Level 3
Internal independent
assurance
Executive Committee
·
Ensures that risks are
identified, assessed,
adequately controlled
andmitigated
·
Reviews and identifies
existing and emerging
risksat least annually,
supported by the Risk
management team
Senior management
– risk owners
·
Ensure risks are managed
within agreed risk appetite
limits and for the design
and implementation
ofcontrols
·
Risks and effectiveness of
controls are reviewed on a
continuous basis, with the
support of the Risk
management team
Risk management team
·
Provides oversight, support and challenge to risk owners and management, ensuring risks are effectively
identified, assessed, monitored, and reported
·
Maintains the risk management framework and risk register, facilitates risk workshops and supports
governance bodies
·
Operates the Enterprise Risk Management (ERM) system, which records and monitors all key risks and controls in
the risk register alongside management, and informs insurance decisions
·
Helps embed a strong risk culture and ensures the Company remains resilient and agile
Supporting committees
·
Risk Committee: Evaluates material and emerging risks, material controls and the control framework.
Conducts risk workshops focusing on control effectiveness
·
Investment Committee: Oversees investment decisions, planning and post‑investment analysis,
assessing project risk and undertaking sensitivity analysis
·
Data Security Committee: Reviews compliance and management of data
·
Business Continuity Committee: Considers threats to operations, contingency planning and
resilience of supply chains and IT services
Compliance functions
·
Compliance teams reporting to senior management that provide targeted support and guidance across
key areas such as health and safety, legal, operational excellence, data and cyber security
·
All work closely with the Risk management team to identify and manage risks and implement controls,
with expertise provided by external co‑source (such as NSF International for health and safety)
·
Their role supports the second level of defence and is embedded within the ERM system, which informs
audit priorities, insurance decisions, and Board‑level reporting
Internal audit
·
Independent from
businessoperations
·
Internal audit plan is risk‑based,
designed to provide assurance
over keyobjectives and areas
ofinherent and residual riskwith
reference to the riskregister
·
Expertise provided by external
audit co‑sources (such as
Blackfoot UK andPwC)
·
Audit project results are reported
to the business, and Audit
Committee
·
Profit protection and stock teams
test financial controls using data
analysis to identify concerns
·
Follow‑up audits are arranged if
necessary toconfirm
improvements
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 20
How risks are identified,
monitored and controlled
Supported by the Audit Committee, the Board
has overall responsibility for risk management
and for reviewing its effectiveness. The Board
delegates the responsibility of implementing
and maintaining controls to the Executive
Committee and senior management to ensure
that risks are managed appropriately and
atthe right level. The Company’s risk
management and control framework includes
internal and external audit procedures with
ourinternal audit function bolstered by expert
co‑source in areas of high inherent and
residual risk, such as cyber. Other company‑
wide forums include, the Investment
Committee, which assesses the risk and
sensitivity analysis for deployment of the
Company’s capital expenditure programme,
and the Risk Committee, which evaluates
principal and emerging risks, and our control
framework. A summary of our principal risks,
together with details of how these are being
managed or mitigated, appears on pages 23
to 25. The Risk Committee are also leading
theworkstream to ensure readiness with the
implementation of Provision 29 of the 2024 UK
Corporate Governance Code (the ‘Code’)
which is described in further detail below.
During the reporting year, the Board has
supported the development of a Board
Assurance Framework (BAF) to support risk
management and to help ensure effective
governance by providing continuous assurance
on delivery of strategic objectives. The BAF
identifies strategic and material risks which
relate directly to achievement of the business
strategy. As part of this process, all such risks
and their associated controls were assessed in
detail by the Executive Committee and
reported to the Board, thereby enhancing our
ability to achieve our strategic objectives as
well as effectively manage risk.
The BAF supports, and is an integral part of
ourrisk management processes which include
the collection, assessment and tracking of the
material risks identified, in addition to the
otherkey operational and financial risks
andcontrols, all of which are assigned a risk
owner. This is supported by risk management
software which each owner has access to
through the Company’s portal. The software
uses a 5x5 matrix and each risk owner has
permanent access to risk register and
heatmap‑style reporting which assesses, in an
integrated way, the net assessment of each risk
after controls and the likelihood and impact
ofrisk events. The ongoing review of our risk
management processes is the responsibility of
the risk management team and this year they
have, as part of the Provision 29 workstream,
identified a more dynamic software solution
which will improve integration and real‑time
risk assessments on a continuous basis. It will
also enhance accountability and visibility of
material control effectiveness for the Board.
Anew taxonomy of risk is being designed to
provide first line risk owners with an improved
understanding of how every risk, whether
operational, financial or commercial, supports
the delivery of strategic objectives.
The Risk Committee supports the risk
management team by providing direction to the
management of risk across the business. It meets
quarterly and this year its activities have
included: leading the workstream to ensure
readiness for Provision 29, assessing and
undertaking reviews of risk workshops
designed to test control effectiveness and any
gaps, critical assessment of all materials and
principal risks and assisting with the assessment
of emerging risks and opportunities.
Emerging risk and opportunities
The formal identification and assessment of
emerging risk is embedded within our overall
risk management framework and overseen by
the Risk Committee; however, as we operate
ina dynamic and fast‑paced environment,
emerging risk and potential opportunities are
regularly discussed and debated by the Board
and the Executive Committee in the ordinary
course, particularly those arising from the
continuing uncertain macroeconomic and
geopolitical landscape, and the potential
impact on our business and the consumer.
Additionally, through the Risk Committee, all
risk owners and managers are encouraged to
consider emerging risks so that emerging risks
and potential opportunities are considered
through a number of important, but different,
lenses. The Company also maintains an
emerging legislation tracker which is periodically
reported to the Audit Committee with oversight
of implementation plans and any remedial
plans to cover any gaps.
This year, through the various forums, we
considered emerging risks arising from new
oramended regulation likely to impact the
Company and the wider hospitality sector.
Through reports to the Audit Committee and
presentations to the Risk Committee, we
considered the Company’s readiness and
exposure to, the Employment Rights Bill and
through discussions at the Risk Committee and
the Executive Committee, we considered the
potential reform in gaming and leisure
machines. AI is rapidly reshaping the
hospitality sector, offering significant potential
to enhance operational efficiency and
experience. However, as deployment of AI
may introduce emerging or enhanced risks,
thegovernance and oversight were considered
(and continue to be considered) by the
Company and, supported by the Risk
Committee, is committed to ensuring
responsible adoption. For Marston’s, AI
represents a dual challenge: mitigating risks
through robust controls while leveraging its
transformative capabilities to drive innovation,
help control costs and deliver sustainable growth.
Risk appetite
The Board sets the Company’s risk appetite,
defining the level and types of risk it is willing
to accept in pursuit of the strategic objectives
and in alignment with our values. During the
reporting year, the risk appetite for our
material risks was reviewed by the Board
andthe Executive Committee as part of
thedevelopment of the BAF. The Board is
committed to ensuring that the business
operates within its risk appetite and takes into
consideration the principal and material risks
of the business when it assesses the long‑term
viability of the Group. While certain external
risks, such as macroeconomic or regulatory
changes, may require a higher level of
acceptance due to their uncontrollable nature,
the Company seeks to anticipate and mitigate
these wherever possible.
Risk appetite guides decision‑making within our
organisation and ensures that risks are managed
within clearly defined boundaries. Inaddition,
one of the responsibilities of the Investment
Committee is to ensure that our returns on capital
employed are in line with theapproved business
case for capital projects and the expectations
of our Board as well as being balanced with
the inherent risks involved in such projects.
Risk and risk management continued
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 21
Board’s assessment of risk
The Board, supported by the Executive
Committee, has led the evaluation of the
Company’s principal and material risks during
the reporting year, together with ensuring that
the risk appetite statements were appropriate.
Additionally, the Board, supported by the Audit
Committee, has reviewed the effectiveness of
the Company’s risk management and internal
control systems during the year. This review
was informed by reports from management,
internal audit, and the Director of Risk, as well
as the Board and the Committee’s own oversight
activities. The Board is satisfied that the risk
management processes in place are effective
and provide reasonable assurance that the
Company’s principal risks are appropriately
identified, assessed and managed.
A continued area of focus for the Board and
Audit Committee is the implementation of
Provision 29 of the Code. During the reporting
year, the Audit Committee has monitored
progress on enhancements to governance,
reporting and control testing to align with the
requirements of Provision 29. Further details
are included in the Audit Committee report
onpage 35. The Board has received regular
updates on readiness activities, including
mapping of material controls and methodology
for assessment of control effectiveness. These
steps provide assurance that the necessary
processes are in place to enable the Board
tomake the required declaration on the
effectiveness of material controls in future
reporting periods.
Risk and risk management continued
Our principal risks
Our principal risks represent
the key categories of risk
that could materially impact
our strategic objectives or
business model.
These are identified and assessed through
acombination of top‑down reviews by the
Executive Committee and the Board, and
bottom‑up input from risk and control owners,
using the various forums and processes
described on pages 23 to 25, including the
Risk Committee. Each principal risk is broken
down into sub‑risks and mapped across
business functions to reflect operational
realities and strategic interdependencies.
As risks evolve over time, this summary focuses
on those deemed most relevant at the time of
reporting, rather than all risks monitored across
the business. Each principal risk comprises a
set of interrelated material and sub‑risks which
have been identified as part of the Provision 29
workstream and planning. Each risk is categorised
as strategic, operational, financial, commercial
or a combination thereof and the risk type,
whether business, external or financial, helps
determine and align the risk appetite and
theCompany’s adopted approach to risk
management and mitigation.
Risk categories:
Strategic risk – risks that impact the
strategic positioning of the business,
including market attractiveness and
competitive positioning.
Commercial risk – risks that relate to
the commercial decisions taken by
management, such as pricing strategies,
that can impact key outputs, including
revenue and margin growth.
Operational risk – operational risks
refer to the way the Company operates
on a day‑to‑day basis to deliver the
products and services to our guests.
Financial risk – financial risks
relateto funding, liquidity and interest
rate management.
Risk types:
B
Business risk: Calculated and
measured business risks taken by
management, typically falling into
strategic, operational, commercial and
financial categories. Our risk
management processes ensure these risks
are managed and controlled, and risk
appetite is regularly assessed and aligned
to pursuit of strategic objectives.
E
External risk: Often uncontrollable
risks, but the Group has risk management
and business continuity processes in place
for anticipating, managing and mitigating
such risks. They are sub‑categorised as
non‑controllable external risks and
controllable external risks, (such as
cyber), for which we set a default risk
appetite of‘minimal’.
F
Financial misstatement risk:
Thisrelated to weaknesses or breakdowns
in financial systems and controls. These
risks are managed and mitigated by
having rigorous internal financial controls
in place that are regularly tested, updated
and assured. There is no appetite for
suchrisks.
Movement key:
Increased
No change
Decreased
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 22
Risk and risk management continued
1. Strategy delivery andtransformation
Risk description
A range of factors could impact the successful delivery of our
strategic objectives and transformation plans. These include
organisational capability and structure, pace and scale of
change, competitive environment, pricing, attractiveness of offer
to guests, capital deployment and reputation of the business.
How we control or mitigate the risk
·
The Board and Executive Committee regularly monitor
progress against delivery of strategic priorities using monthly
RAG rated reporting, supported by a presentation from the
CFO and CEO at each Board meeting
·
The Investment Committee evaluates capital deployment and
format development to ensure projects are delivered to
specification, and on time and that returns meet expectations
·
The BAF helps ensure effective governance by aligning risk
factors to the deliverance ofstrategic objectives
·
Detailed guest and market insights inform tactical decisions,
including pricing, and ensuring offers are competitive
andattractive
·
Organisational values and behaviours are embedded
tosupport cultural alignment and execution
·
Disciplined approach to key financial metrics including
budget, labour deployment, sales and stock control to ensure
the Company operates efficiently and continues to generate
strong profit and healthy cash flows
3. Talent pipeline
Risk description
We are a people powered business. Risks relating to ineffective
succession planning, new talent attraction, remuneration,
culture and engagement could affect our ability to execute
ourstrategy to the required standard, attract new talent as our
business develops and grows, and deliver against our critical
value drivers.
How we control or mitigate the risk
·
Flexible operating models which are regularly benchmarked
and reviewed
·
Regular succession planning and talent reviews for our
Executive Committee and Leadership Group are now
overseen bythe Nomination Committee
·
Attraction and retention strategy and critical role audits
·
Revised employer brand, values and behaviours were
re‑launched during the year, supporting engagement and
performance‑driven teams, including a new reward platform
for employees and Partners
·
Strengthened corporate narrative and newsflow
·
Workforce engagement sessions and regular feedback
surveys inform our people strategy
2. Information technology, cyber security
and business critical systems
Risk description
Many of our key business operations rely on thecontinued
resilience of our IT network and continuous enhancement and
investment in our infrastructure is required to ensure effectiveness.
We continue to face the threat of malicious cyber‑attacks and
disruptive technologies (thenature of which constantly evolves
and becomes more sophisticated) data breaches, leaks of
confidential information, and network or infrastructure outages.
These may cause loss of revenue, regulatory action, loss of
consumer trust or our competitive advantage.
Movement: The residual risk has increased due to the growing
prevalence and sophistication of cyber threats globally. Cyber
security risks represent a material concern for all organisations,
driven by factors such as rapid technological change, increased
digital dependency and evolving attack methods.
How we control or mitigate the risk
·
Robust IT controls are in place to mitigate these risks, such as
cyber security toolkits forprevention and alerts, penetration
testing, vulnerability assessments, incident response planning
and scenario testing
·
Regular comprehensive audits and testing of our ITinfrastructure
·
Partnership/expert support from third parties
(includingourinsurers)
·
Mandatory cyber security training and robust policies which
are regularly reviewed
·
Evaluating our cyber security posture and readiness against
established standards and guidelines, such as those outlined
by the National Institute of Standards and Technology (NIST)
·
Conducting risk assessments of key third‑party supplier’s security
measures to ensure they align with the current threat landscape
B
B
B
Our principal risks continued
RISK KEY ON PAGE 22
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 23
Risk and risk management continued
5. Business continuity andsupply chain
Risk description
Risks of critical supplier failure (food, drink, utilities), network/
infrastructure outages, and forced closure of pubs (national
orregional) could disrupt operations and impact revenue.
Movement: the residual risk has increased due to, as set out on
page 23, the worldwide prevalence and sophistication of cyber
threats. Due to the complexity of global supply chains, this
includes exposure to operational disruptions originating from
third‑party vulnerabilities.
How we control or mitigate the risk
·
The Business Continuity Committee oversees contingency
planning, crisis response and supplier resilience
·
Critical suppliers are subject to regular review and contract
renewal processes
·
Infrastructure and IT systems are monitored and tested to
ensure operational continuity
·
Experienced procurement and marketingteams
·
Robust evaluation of our third‑party risk management
framework, including enhanced due diligence, contractual
security obligations, and ongoing monitoring of critical
vendors
6. Property and estatemanagement
Risk description
Misstatement of property valuation and significant estate
management or maintenance issues could affect financial
reporting and operational effectiveness.
How we control or mitigate the risk
·
Estate management is supported by robustmaintenance and
capital investmentprogrammes
·
Property valuations are independently reviewed and audited
with the oversight ofthe Audit Committee
·
Asset performance is tracked through operational KPI
reporting and regular sitevisits
·
Sustainability upgrades are integrated intorefurbishment plans
·
NSF audits and investment in compliance‑based systems
tomonitor statutory safety duties, including gas
safety,electrical testing, water hygiene, firesafety and
asbestos management
·
Authorised supplier, certification and maintenance systems
inoperation
B
B
F
4. Health and safety
(including food safety)
Risk description
The safety of our guests and people is paramount to our business.
Risks such asnon‑compliance with EHO standards, allergen/food
safety incidents and fire riskcould lead to serious injury or harm,
lossoftrust, reputational damage or regulatorypenalties.
How we control or mitigate the risk
·
Independent auditors (NSF) conduct unannounced checks
covering our key controls in high‑risk areas, such as
allergens, fire, food safety, and health and safety standards.
Audit scores are reported monthly to the Executive
Committee, and regularly to the Board, and are factored
intooperational incentives schemes
·
Mandatory health and safety induction, training and
refreshers, allcentrally tracked
·
Reporting systems for effective emergency response
andtrend analysis
·
Use of Smart Supplier systems for ingredient and menu
dataaccuracy, together with batch and supplier record
·
Allergen compliance and awareness strategy including
mandatory training
·
Investment in Primary Authority partnerships in
keyjurisdictions
·
Our Food Charter sets out food safety and sourcing
requirements, including traceability, testing, audits and
SEDEXregistration
B
Our principal risks continued
RISK KEY ON PAGE 22
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 24
Risk and risk management continued
7. Climate and environment
Risk description
Risks from extreme weather, challenges inachieving Net Zero
and increased regulation or energy costs could impact trading,
estate management and compliance with ESG commitments.
How we control or mitigate the risk
·
Our Sustainability Taskforce and Planet Working Group help
us identify key risks, opportunities and the impact ofclimate
change on the business
·
Under our sustainability strategy, we set targets and report
progress towards those targets for each pillar: People,
Planet, Products, and Policy. See our TCFD report on
pages16 to 19 and our Impact Report on our website
8. Financial instability resulting from a major
decline in trade orfinancial misstatement
Risk description
The Company’s ability to meet its financial obligations and to
support the strategic plans and operations of the business is
dependent on having sufficient liquidity and cash flow. We are
also reliant on the continuing availability of financing from our
banks, and access to capital markets, to meet our liquidity
needs, which are often seasonal in nature. The Company might
suffer financial loss or loss of investor confidence in the event of
financial misstatement or other unforeseen event such as a
serious decline in trade or serious fraudulent activity. Economic
downturns can strain liquidity, especially if pubs cannot pass
cost increases toguests.
How we control or mitigate the risk
·
A central treasury function which monitors covenant
compliance, liquidity and other keyindicators, with the
oversight of the AuditCommittee
·
Our Finance team and audit functions conduct regular
forecasting and stress testing, and headroom is regularly
considered and reported
·
Fraud controls are embedded in financial systems and
reviewed by audit functions and profitprotection teams
·
Engagement with lenders and brokers ensures transparency
and support
·
Investment in technology to support reporting andtrend
analysis
·
Dedicated team focused on operational excellence
inkeyareas such as controls and oversight of stock and
cashmanagement
·
Implementation plan for new and emerging legislation (ECCTA)
9. Uncertain economic and geopoliticaloutlook
Risk description
High inflation, slow GDP growth, and elevated interest rates
reduce disposable income, which may lead to lower discretionary
spending on leisure activities, leading to reduced footfall and
average spend per visit. Rising input costs (energy, food,
wages) and supply chain volatility can also squeeze margins.
Ifinflation persists, financing costs and operational expenses
are likely to increase, which could impact business performance.
Shifts in government policy, such as employment legislation (for
exampleminimum wage increases), health‑related regulations
(alcohol consumption) or ESG mandates – can increase
compliance costs and operational complexity. New taxes orduties
on alcohol, energy or carbon emissions could also increase costs.
Movement: We continue to operate in an environment heavily
influenced by economic volatility and geopolitical uncertainty
leading to fluctuating consumer confidence impacting trading
performance and long‑term planning. Compared to last year,
exposure to this risk has increased slightly, driven by persistent
inflationary pressures, ongoing geopolitical tensions, and
slower economic recovery.
How we control or mitigate the risk
·
Strategic objectives seek to mitigate economic uncertainty
bysupporting a lean, flexible structure. Our differentiated
formats and tech‑enabled cost controls help broaden
consumer appeal and maintain profitability
·
Regular reporting of market and guest insight to the Executive
Committee and Board to inform decision‑making
·
Experienced management team able torespond at pace
tochanging and challengingconditions
·
Strong supplier relationships and an experienced
Procurement team
·
Robust monitoring and scenario planning
·
Emerging legislation is identified and tracked and
implementation plans are monitored
B
E
B
F
B
E
Our principal risks continued
RISK KEY ON PAGE 22
SEE OUR IMPACT REPORT
www.marstonspubs.co.uk/responsibility
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 25
Viability statement
In accordance with provision 31 of the UK
Corporate Governance Code 2018, the
directors confirm that they have a reasonable
expectation that the Group will continue to
operate and meet its liabilities, as they fall due,
for the next three years. Consistent with the
previous year, three years continues to be
adopted as an appropriate period of
assessment. This aligns with the Group’s
planning horizon in a fast‑moving market
subject to changing consumer tastes in addition
to economic and geopolitical uncertainties and
is supported by forecasts as approved by the
Board. It also aligns with the Group’s capital
investment plans and gives a greater degree of
certainty over the forecasting assumptions used.
The Directors’ assessment has been made
withreference to the Group’s current position,
its financial plan and financial planning
process, comprising a detailed forecast for
thenext financial year, together with a
projection for the following two financial years.
The plan also reflects the Groups principal risks
and uncertainties as set out on pages 20 to 25,
specifically Uncertain economic and geopolitical
outlook (risk 9), Strategy delivery and
transformation (risk 1), Talent pipeline (risk 3),
Business continuity and supply chain (risk 5),
Property and estate management (risk 6) and
Financial instability resulting from a major
decline in trade or financial misstatement
(risk8).
Principal risk 9 (Uncertain economic and
geopolitical outlook) and risk 1 (Strategy
delivery and transformation) relate to the
continued uncertainty surrounding the
economic and political environment including
inflationary pressures, political uncertainty and
ongoing geopolitical conflicts, which could
lead to increased costs and reduced consumer
confidence, together with the risk of being
unable to deliver major transformational
projects on time, or realising the full benefit
dueto the volume or pace of change. Risk 3
(Talent pipeline) relates to the ability to recruit
and retain skilled and experienced labour and
increases to employment costs, both adding
tooperational cost pressures and ability to
deliver strategy. Risk 5 (Business continuity and
supply chain) includes risks of critical supplier
failure and network or infrastructure outages,
which could disrupt operations and impact
revenue and Risk 6 (Property and estate
management) considers significant estate
management or maintenance issues, which
could affect operational effectiveness.
To assess the impact of the Group’s principal
risks and uncertainties on its long‑term viability,
a downside scenario reflecting a reduction
insales together with increased costs and a
severe but plausible downside scenario in the
form of a reverse stress test to the base case
was applied to the Group’s financial forecasts
in the form of reduced sales (taking into
account the above risks), with variable costs
moving in line with the change in sales
volumes. Key considerations are the Group’s
liquidity and ability to meet financial covenants
in the downside scenarios modelled (risk 8,
Financial instability resulting from a major
decline in trade or financial misstatement).
In the downside modelled, the Group
continues to remain profitable with adequate
liquidity, and financial covenant tests are met.
The reverse stress test model demonstrated that
the Group could withstand a sales decrease of
over 10% to that modelled in the base case
with only discretionary employee reward costs
included as mitigating actions. However, in the
eventuality of any downside, the Group’s
financial plans would be adjusted in response
to the scenario by reviewing controllable and
discretionary costs alongside capital investment
to implement further mitigating actions.
In the forecasted period the Group is required
to refinance its bank facility by July 2027,
andit has been assumed that this would be
ona similar basis. Whilst there is no certainty,
since it requires the agreement of its lenders,
based on the successful amend and extend to
the bank facilities during the period and the
continued positive relationships, the Directors
believe they will be able to secure any such
financing required.
In terms of resilience, the forecasts considered
market insight and trends based on changing
consumer behaviour and therefore considered
the allocation of capital to adapt to these trends.
Further, whilst the experience of inflationary
pressures and economic uncertainty could be
expected to lead to lasting changes in both
guest behaviour and competition in the
hospitality sector, in making this assessment
theGroup has taken the view that any adverse
impact on sales, through reduced visits will be
temporary in nature and should not extend to
any material extent into the future. Pubs have
been resilient in previous economic downturns
and offer value to the consumer. The Directors
have determined that, over the period of the
viability assessment, there is not expected
tobea significant impact resulting from
climatechange.
In making this statement, the Directors carried
out a robust assessment of the principal risks
and uncertainties facing the Group, including
those that would threaten its business model,
future performance, solvency, or liquidity.
Principal risks and uncertainties are the result
ofinternal risk management and control
processes, with further details set out on
pages20 to 25.
Strategic report approval
The Strategic report, outlined from the inside
front cover to page 26, incorporates: Our
2025 financial highlights, Investment case,
Chair’s statement, CEO’s statement, Our
business model, Our strategy, Our key
performance indicators, Financial review,
Stakeholder engagement, Sustainability,
andRisk and risk management.
By order of the Board:
Justin Platt
Chief Executive Officer
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 26
Corporate governance report
Board leadership and Company purpose
Role of the Board
The Board provides strategic leadership and is
responsible to shareholders for the long-term
sustainable success of the Company. It oversees
strategic execution and measures of success, and
monitors internal controls, risk management
and good governance.
Purpose, values and culture
The Board is responsible for ensuring a healthy
Company culture. We monitor this through:
·
effective stakeholder engagement as set out
on pages 14 and 15
·
monthly monitoring of health and safety
metrics and presentations from our Director
of Safety on operating a safe and
sustainable business
·
dedicated time at Board meetings, supported
by our HR Director and our Corporate Affairs
Director, to discuss culture, values and
employee/workforce matters
·
monitoring whistleblowing reports and
compliance through the Audit Committee
·
monthly monitoring of employee and
partner engagement scores and turnover
Values and behaviours
This year, the Board supported management
and the workforce with the co-creation of
revised values and behaviours to better align
with our strategic priorities (set out on IFC) .
The values reflect theessence of why we exist;
the behaviours seek to foster a culture of
business performance, accountability and
connection toour vision; and together they
help guide decision-making, collaboration and
delivery ofexceptional experiences.
Our Board strives to set the tone from the top
inconducting itself in line with our values and
behaviours. The Board continues to support
management to ensure our values and
behaviours become deeply ingrained into the
culture and drive business outcomes through
the monitoring activities as set out on the right.
Engaging with stakeholders
Full details of how the Board has engaged with
our stakeholders can be found on pages 14
and 15. This included engaging with our major
shareholders and proxy agencies about
proposals for our Directors’ Remuneration
Policy as set out on page 40. We also invest
time and resource to ensure our communication
to stakeholders via public announcements
andour website is clear, understandable
andtransparent.
Board activity during the year
Throughout FY2025, the Board remained
focused on delivering long-term value for our
shareholders by overseeing the execution of the
strategy and value drivers, and the successful
transformation of the business into a pure-play
hospitality company. Core activities included:
·
Financial oversight: Reviewed the
finance and property strategy to support
operational growth and financial resilience
and to align with long-term objectives
·
Strategic development: Monitored
capital investment proposals and approved
the format development for Two Door,
Grandstand and Family formats
·
Culture and values: Supported the
launch of new organisational values and
behaviours, reinforcing a performance-
driven and inclusive culture
·
Stakeholder engagement: Refined the
investor relations strategy to enhance
transparency, clarity, strengthen reputation
and stakeholder trust
·
Operational excellence: Supported the
ongoing organisational development to
ensure we have the right talent to deliver our
strategic priorities in the most cost effective
and efficient manner
·
Risk and governance: Reviewed the
Group’s risk appetite and material risks.
Endorsed updates to the governance
framework to ensure that it supports the
delivery of our business objectives without
unnecessary complexity or bureaucracy
UK Corporate
GovernanceCode
Fully compliant with the 2018 UK Corporate
Governance Code (the ‘2018’Code)
during the year ended 27September 2025.
This report, together with the reports from the
Nomination, Audit and Remuneration
Committees, provide details of how we have
complied with the principles of the 2018 Code.
Our Section 172(1) statement on page 5 and
stakeholder engagement on pages 14 and 15
set out how the Board has fulfilled its statutory
duties under the Companies Act 2006.
The 2024 UK Corporate Governance Code
(the ‘2024 Code’) will apply to the Company
with effect from FY2026, with the requirements
ofProvision 29 taking effect a year later. Any
changes that will impact the Company continue
to be reviewed and discussed by the Board
and the required actions have been identified
to ensure that we have a clear pathway to
compliance with the 2024 Code.
We have made some improvements to the
investor section of our website to ensure our
communication channels are clear and
transparent. Further information available on
our website has been signposted throughout
thissection.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 27
Board activity during the year
continued
Outside of formal meetings, the Board also
receive monthly management information
packs. This provide commentary on the
competitive landscape and measurement of
key performance indicators (KPIs) and financial
matters, such as cash flow and trading
performance.
The Board attends an annual Strategy Day,
which includes direct engagement with our pub
teams. This year the Board visited pubs forming
part of our format development programme:
aTwo Door pub and Grandstand pub in the
Worcestershire area. The format of the day
enabled the Board to engage with our workforce
and see strategy execution in action, as well as
meeting with the Executive Committee to discuss
strategic priorities for the year ahead.
The number of Board meetings and attendance
by Directors can be found on page 30. The Board
also meets informally several times throughout
the year to discuss matters arising. The Board
calendar also includes one-to-ones between the
Chair and all Non-executive Directors (NEDs),
NED only meetings without the Executive
Directors present and the Senior Independent
Director (SID) meets with the NEDs at least
oncea year, in the absence of the Chair.
Governance model review
This year, the CEO and the Chair led a review of
the Company’s governance model and framework
to ensure that it supports the delivery of our
business objectives without unnecessary
complexity. The Board believes good
governance provides the framework for long-term
value creation for all our stakeholders and that
corporate governance should be applied in a way
that is relevant and meaningful to our business.
Division of responsibilities
Governance framework
The Company governance framework establishes clear lines of accountability and responsibility
and provides a structure of effective management and controls to measure and assess
performance and risk. The Board believes the framework helps ensure we adopt corporate
governance principles in a way that is relevant to our business, supports our strategy and is
consistent with our values.
The Board
Enterprise-wide risk management
and internal controls
Our behaviours, value and culture
Audit
Responsible
for financial,
compliance
and risk-
related matters
Nomination
Responsible
for succession
planning,
appointments
and employee
engagement
Remuneration
Responsible for
remuneration
and incentive
schemes
Implementation
of strategy
and
monitoring
performance
Assurance,
internal
controls, audit,
legal,
regulatory and
compliance
Sustainability
taskforce
Roles and
responsibilities
Matters reserved for
the Board
Corporate governance report continued
·
The three principal Committees operate
under their own terms of reference which are
reviewed annually and recommended to the
Board for consideration and approval.
·
The Executive Committee, led by the CEO,
oversees the day-to-day operations, meeting
monthly to discuss a range of topics including
performance, strategy execution, business
risks, employee engagement and health and
safety. The Committee also meets informally
each week to discuss performance and any
key issues.
Principal CommitteesSupporting
Committees
Management
Committees
Risk Committee
Business Continuity
Committee
Data
Security Committee
Treasury Committee
Executive Committee
Investment Committee
Disclosure Committee
·
Established last year, the Investment
Committee provides support for and scrutiny
of capital investment decisions within
delegated authority limits. Through the Chief
Development Officer, the Investment
Committee reports to the Executive
Committee and the Board to ensure
accountability and visibility.
·
A Disclosure Committee is convened as
needed to ensure compliance with the UK
Market Abuse Regulation, the Financial
Conduct Authority (FCA) Listing Rules and
the Disclosure Guidance and Transparency
Rules to ensure the Company meets its
continuous disclosure obligations.
·
The supporting Committees’ primary role
isto provide assurance to the Board on the
operation of internal controls, auditing and
compliance with legal and other
regulatoryobligations.
More information on our governance
framework is available on our website, together
with the key responsibilities of, and terms of
reference for, each of our principal Committees.
Division of responsibilities
The Board comprises a mix of Executive and
Non-executive Directors, bringing diverse skills,
experience, and perspectives. The roles of the
Chair, CEO and SID are separate and clearly
defined. Details of the various roles and key
responsibilities of all the Board can be found on
our website.
READ MORE ONLINE
www.marstonspubs.co.uk
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 28
Ken Lever
Non-executive Chair
Appointed
July 2024, independent onappointment
Current appointments
·
Non-executive Chair at Cirata PLC
·
Senior Independent Director
at RockwoodStrategic plc
·
Chair of the Advisory Board at
Alliance Manchester Business
School
Past experience
·
Deputy Chair at Rainier
Developments Limited
·
Non-executive Chair at Biffa plc
·
Non-executive Chair at RPS
Group plc
·
Senior Independent Director
at Vertu Motors plc
·
Non-executive Director at
Blue Prism plc
·
CFO and subsequently appointed
as CEO at Xchanging plc
Meeting attendance
Board
llllll
Nomination Committee
l
Justin Platt
Chief Executive Officer
Appointed
January 2024
Current appointments
·
Lay board member at the
University of Leeds
Past experience
·
Director at Carlsberg
Marston’s Ltd
·
Chief Strategy Officer at
MerlinEntertainments
·
Managing Director, Resort Theme
Parks at Merlin Entertainments
·
Global Marketing Director at
AstraZeneca plc
Meeting attendance
Board
llllll
Stephen Hopson
Chief Financial Officer
Appointed
September 2025
Past experience
·
CFO at Topps Tiles plc
·
Director of Central Finance at
Molson Coors Beverage Company
·
Finance Director at Travis
Perkins plc
·
Head of Investor Relations
andother roles at Mitchells
&Butlersplc
Meeting attendance
Board
l
Octavia Morley
Senior Independent Director
Appointed
January 2020
Current appointments
·
Senior Independent Director and
Remuneration Committee Chair at
Crest Nicholson Holdings plc and
Currys PLC
·
Chair at Banner Group Limited
Past experience
·
Non-executive Director at
Ascensos Ltd
·
Senior Independent Director at
CardFactory PLC
·
Executive and Non-executive Chair
atSpicers-Office Team Group Ltd
·
Non-executive Director at
JohnMenziesPLC
·
Chief Executive Officer, then
Chair, at LighterLife UK Limited
·
Managing Director at Crew
Clothing Co Ltd
·
Chief Executive at OKA
Direct Limited
Meeting attendance
Board
llllll
Audit Committee
llll
Nomination Committee
l
Remuneration Committee
llll
Rachel Osborne
Independent Non-executive Director
Appointed
January 2024
Current appointments
·
Non-executive Director and Chair
of the Audit Committee at Ocado
Group Plc
·
Non-executive Director, Chair of
the Audit and Risk Committee and
Customer Committee at Cash
Access UK Ltd
Past experience
·
Non-executive Director at Dunelm
GroupPLC
·
Non-executive Director at Her
Majesty’s Court & Tribunals Service
·
Chief Executive Officer and Chief
Financial Officer at Ted Baker PLC
·
Chief Financial Officer at
Debenhams plc
·
Chief Financial Officer at
Domino’s PizzaGroup plc
·
Finance Director at Vodafone PLC
Meeting attendance
Board
llllll
Audit Committee
llll
Nomination Committee
l
Remuneration Committee
llll
Board Committees:
Audit Committee
Nomination Committee
Remuneration Committee
Committee Chair
Board of Directors
More details on our Board of Directors can be foundonline
www.marstonspubs.co.uk
READ MORE ONLINE
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 29
Board Committees:
Audit Committee
Nomination Committee
Remuneration Committee
Committee Chair
Senior Board positions
As at 27 September 2025
Chair Senior Independent Director
Chief Executive Officer Chief Financial Officer
Male Female
Bridget Lea
Independent Non-executive
Director, Designated Non-executive
Director for Workforce Engagement
Appointed
January 2020
Past experience
·
UK General Manager at Snap
UK Inc
·
Managing Director – Commercial
atBTGroup
·
Managing Director (North) at
JSainsburyplc
Meeting attendance
Board
llllll
Audit Committee
llll
Nomination Committee
l
Remuneration Committee
llll
Sir Nick Varney
Independent Non-executive
Director
Appointed
July 2022
Current appointments
·
Non-executive Chair at the
NECGroup
·
Non-executive Chair at Bath Rugby
·
Senior Advisor to Blackstone
Past experience
·
Chief Executive Officer
atMerlinEntertainments
·
Managing Director
atVardonAttractions
·
Main Board Director at Vardon plc
·
Marketing Director at
TheTussauds Group
·
Chair and Board member
atUKHospitality
Meeting attendance
Board
llllll
Nomination Committee
l
Remuneration Committee
llll
Bethan Raybould
General Counsel &
CompanySecretary
Appointed
February 2022
·
A qualified solicitor with over 15
years’ experience in both private
practice and in-house roles
·
Leads the Legal, Company
Secretariat, Safety, Internal
Auditand Corporate Affairs
functions and chairs the
Sustainability Taskforce
·
Member of the Law Advisory
Board, Wolverhampton University
Hayleigh Lupino
Hayleigh was appointed CFO
in2021, having previously been
Director of Group Finance, and
held a number of senior roles
previously at Marston’s. She
stepped down from the Board
atthe end of FY2025, after 22
years of service at Marston’s.
Meeting attendance:
Board llllll
Board of Directors continued
Independent 4
Independent on appointment 1
Executive 3
Independence
As at 27 September 2025
0–3 years 4
3–6 years 3
6+ years 1
Tenure
As at 27 September 2025
Current Board skills and expertise
Strategy and leadership
Accounting and finance
Hospitality sector
Risk and governance
Retail
ESG and sustainability
Digital and innovation
People and culture
Board experience
Note:
Hayleigh Lupino stepped down from the Board on 27 September 2025. For the purposes of reporting, she has been included
inthis data.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 30
Nomination Committee report
implementing rigorous financial controls. Stephen’s
transition has been supported by a tailored
induction programme, which is described below.
Board inductions
anddevelopment
Upon appointment to the Board, each new
Director receives a tailored, comprehensive
induction programme, co-ordinated by the
General Counsel & Company Secretary and,
for Executive Directors, the HR Director. Pub
visits also form a key part of both induction and
continuing Director development.
Stephen’s induction included:
·
a comprehensive handover with incumbent
CFO Hayleigh Lupino
·
meetings with the Board, the Executive and
key members of the Leadership Group
·
time in pub including visits to pubs trading
under our new formats
·
introductory meetings with our banking
partners, brokers, external Auditor, advisers
and analysts
Directors are expected to regularly update
their skills and knowledge. Training needs are
reviewed annually and arranged by the General
Counsel & Company Secretary as required.
Directors may also seek independent advice at
the Company’s expense and, through the General
Counsel & Company Secretary, have access to
advisory services, seminars and training events
to stay informed on relevant developments.
Board performance review
This year the Board’s performance review,
which evaluated the performance of the Board,
its Committees and each Director, was in the
form of a series of qualitative, action-focused
meetings between the Chair and each Director.
The meetings also provided a forum to
retrospectively review the actions from last
year’s performance review process to ensure
satisfaction with the actions taken in year.
Last year’s performance review focused on
enhancing debate around risk, particularly
strategic risk and alignment to risk appetite,
elevating the remit of this Committee to include
greater oversight of talent management and
ensuring meeting agendas and papers were
outcome focused. This year, conversations
continued around achieving a better
understanding of the Company’s approach to
risk management, with other key themes being
continued focus on talent with an emphasis on
developing performance-driven teams and
ensuring that Board papers and presentations
included more context in some areas to improve
the debate at Board meetings, including the
competitive landscape and greater clarity over
complex or technical financial information.
The review concluded that the Board has
continued to operate effectively during the
reporting year, offering a constructive balance
of support, experience and challenge.
Examples of areas where the Board and
itsCommittees were particularly effective
included supporting management with the
amplification of key strategic enablers and
aculture of healthy challenge and debate.
In addition, the Chair’s performance was
considered by the SID with input from all Board
members and discussed at a meeting without the
Chair being present. The discussion concluded
that the Chair’s performance in his first full
yearhad been strong, his approach to Board
performance reviews led to better outcomes, and
he continued to demonstrate sound leadership
and objective judgement. The Chair is instrumental
in fostering an environment at meetings which
encourages challenge and debate.
Board appointments
andsuccession
The Committee is responsible for overseeing
the composition of the Board and its
Committees, ensuring an appropriate balance
of skills, experience and knowledge. This
includes oversight of annual performance
reviews, reviewing Director tenure and
identifying any gaps in skills, knowledge or
experience. During the year, the Committee
refined the skills matrix which captured the
core competencies of our current Board
members, and will provide a framework for
succession planning and any future Board-
level recruitment to help ensure the long-term
success of the Company. Our current Board
members each bring a diverse range of skills,
knowledge and experience and their
biographies and skills are shown on pages 29
and 30.
Appointment of Stephen Hopson
Appointments to the Board follow a rigorous
and transparent process, supported by
independent expert consultants. A candidate
specification, including required skills and
competencies, is agreed in advance by the
Board and the Committee.
As previously mentioned in the Chair’s statement
on page 3, Hayleigh Lupino stepped down from
the Board in September. Following a
comprehensive search and selection process, the
Committee was pleased to recommend the
appointment of Stephen Hopson as Chief Financial
Officer, effective from 8 September 2025.
Supported by a third-party expert consultant,
Russell Reynolds Associates, the Committee
undertook a rigorous recruitment process for this
key appointment, which included competency
assessments and interviews with the other Directors
and the HR Director. The Board was delighted to
welcome Stephen, who brings a wealth of
experience managing high-performing teams and
·
As part of a wider governance review,
reviewed and expanded the Committee’s
terms of reference to ensure it had proper
oversight of key people issues including
culture and talent succession
·
Received reports from the HR Director on
employee and Partner engagement and
succession and development plans for
senior leaders
·
Developed a skills matrix to support
Board-level succession planning and led
reviews of the composition of the Board,
training programmes and Board
performance reviews
·
Ensured good governance with annual
reviews of any potential conflicts of interest
and effectiveness
Role of the Committee
The Committee’s roles and responsibilities are
covered in its terms of reference which are
available on our website and were most recently
reviewed by the Committee in May and
approved by the Board in November.
Theeffectiveness of the Committee was reviewed
as part of the annual Board performance review
conducted in September. The Committee is
essential for ensuring that the Company has the
right senior leadership in place to support good
governance and its long-term success.
Summary of activities
duringFY2025
·
Led the search, recruitment and
appointment of Stephen Hopson, CFO
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 31
Nomination Committee report continued
Workforce engagement
This year the Committee devoted time on the
agenda to ensure it had greater oversight over
some key people-related matters to ensure that
the Company had the right senior leadership in
place to support long-term success, that those
people were properly supported and that the
Company’s engagement and feedback forums
were operating effectively as a barometer
ofculture and engagement. The Committee
received detailed presentations from the
HRDirector and Director of Learning &
Development on each key topic.
In addition to our well-established employee
and pub partner engagement platform, this
year, our people team, our SID and designated
NED for Workforce Engagement jointly
facilitated listening sessions with attendees
from across our business. The main topics of
discussion focused on quality of communications
within the business, use of technology, and
engaging with our strategy. The session also
provided an opportunity for employees to
express their views on remuneration and reward,
providing the Chair of the Remuneration
Committee with valuable insights that support
and inform the review of the Directors’
Remuneration Policy and cascade through the
business. The actions arising from our engagement
processes were presented back to the Committee
in October.
Conflicts of interest
Prior to appointing any Non-executive
Director, the Committee reviews existing
appointments and commitments to ensure
thereare no conflicts of interest and to assess
whether candidates have sufficient time to
effectively discharge their duties.
Female 34%
Male 66%
Gender balance of Senior Management
(Executive Committee andLeadership Group)
More information on ED&I can be
found in our 2025 Impact Report:
marstonspubs.co.uk/responsibility
READ MORE ONLINE
Diversity and inclusion
We continue to foster an inclusive culture and recognise our responsibility to create safe
environments where our teams and guests feel respected, valued and a sense of belonging.
During the year, our Equity, Diversity and Inclusion (ED&I) strategy underwent a comprehensive
review to ensure it supported and was aligned to our values and behaviours and the business
strategy. This forms a key part of the Company’s sustainability strategy and more information
including in relation to our employee-led diversity networks can be found in our Impact Report.
Annual statement on Board and Executive Committee diversity targets
In accordance with Listing Rule 6.6.6R(9), our Board and Executive Committee gender and
ethnicity data, as at 27 September 2025, is provided below. We currently meet or exceed the
targets set out in the Listing Rules. New Directors are asked to consider participating in our
‘Careto Share’ campaign which seeks to better understand ethnicity data in the same way and,
for the same reasons, we ask our wider workforce to share their data when they join the business.
Number
of Board
members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO,
SID and Chair)
Number in
Executive
Committee
Percentage of
Executive
Committee
Men 4 50% 3 5 62%
Women 4 50% 1 3 38%
Other categories
Not specified/prefer not to say
Number
of Board
members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO,
SID and Chair)
Number in
Executive
Committee
Percentage of
Executive
Committee
White British or other White (including minority-white groups) 6 75% 4 7 88%
Mixed/multiple ethnic groups 2 25% 1 12 %
Asian/Asian British
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/prefer not to say
1. Both the CEO and CFO are members of the Executive Committee and are also
included in the columns related to the Board.
2. Stephen Hopson was appointed to the Board on 8 September 2025.
3. Hayleigh Lupino stepped down from the Board on 27 September 2025.
4. Both Stephen Hopson and Hayleigh Lupino are included in the
data tables above.
Ken Lever
Chair of the Nomination Committee
Any additional external appointments taken
upby Directors during the year are reviewed
by the Chair of the Committee and, where
appropriate, approved by the Board before
acceptance. The Committee evaluates any
conflicts that may arise from these external
roles, and monitors both the nature of these
interests and the time commitment involved to
ensure Directors’ effectiveness is not compromised.
The Board remains confident that each
Directorhas devoted adequate time to their
responsibilities. No conflicts of interest were
identified during the year that would affect
theindependence of any Director.
Board independence, election
and re-election of Directors
All of our Non-executive Directors are
considered by the Board as being independent,
including our Non-executive Chair who was
independent upon appointment.
Stephen Hopson is subject to election for the first
time at the Company’s AGM in January 2026
and all other Directors will offer themselves for
re-election. Details of each Director are set out
on pages 29 and 30, and on our website.
TheBoard is of the opinion, as recommended
by the Nomination Committee, that each
Director standing for election or re-election
makes an effective and valuable contribution
tothe Company’s long-term success.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 32
Audit Committee report
Matters in relation to the
financial statements
In order to discharge its responsibility to ensure
the integrity of all financial statements, the
Committee carefully assess whether
management has made appropriate key
judgements and estimates in the preparation of
the consolidated financial statements on pages
63 to 113 and whether suitable accounting
policies have been adopted.
To support this assessment, and to ensure that
the financial statements are fair, balanced and
understandable, throughout the reporting year
the Committee has received detailed reports and
presentations from management explaining the
basis for significant matters and judgements,
together with the underlying policies. The
Committee’s review was supported by the
external Auditor who, as set out in their report
onpages 57 to 62, robustly challenge and audit
such matters as part of their year-end processes.
Role of the Committee
The Committee’s roles and responsibilities are
covered in its terms of reference and were
most recently reviewed by the Committee in
July and approved by the Board in November.
The effectiveness of the Committee was
reviewed as part of the annual Board
performance review in September. The
Committee focuses on ensuring the integrity
and clarity of financial reporting, robust and
independent audit processes and the
maintenance of strong internal control and risk
management systems.
Summary of activities during
FY2025
·
Monitored and reviewed the integrity of
financial and narrative reporting at half
year and year end
·
Reviewed and recommended approval of
the going concern and viability statements
·
Reviewed the effectiveness of the external
audit process and strategy
·
Reviewed and approved the external
Auditor’s independence and objectivity
·
Monitored the Company’s systems of risk
management and internal control
·
Supported the Board in the review of the
Company’s material risks and controls and
preparedness for the changes to Provision
29 of the UK Corporate Governance Code
·
Approved and oversaw internal audit’s
programme of activities and monitoring the
effectiveness of the internal audit function
·
Monitored the effectiveness of, and
supported improvements to, the Company’s
key operational controls to support
operational excellence in stock management,
cash management and foodsafety
·
Reviewed key cyber risk controls and assessed
the adequacy of contingency and incident
response plans to safeguard critical operations
·
Monitored the effectiveness of the
Company’s whistleblowing processes and
compliance controls in key areas including
corporate gifts and hospitality and
Employment Rights Bill
·
Approved the annual Statutory Pubs
Codereport
·
Approved the Company’s finance strategy
and distributable reserves planning and
Company’s tax strategy
A summary of the significant judgements made during the reporting year are set out below.
TheCommittee is satisfied that the judgements are reasonable, and that suitable accounting
policies have been adopted and disclosed in the accounts.
Key estimates and significant judgements
Area of significant judgement Nature of the Committee’s review and finding Page in the financial statements
Non-underlying
items
The Committee considered and reviewed
management’s determination of items to be classified
as non-underlying during the reporting year and was
satisfied that the classifications were appropriate. To
maintain oversight, the Committee agreed a process
with management to review non-underlying items on
an annual basis.
Page 79
Property, plant
and equipment
Property, plant and equipment is the largest asset on
the Group’s balance sheet and is a key area of
consideration for management and the Committee.
The Committee undertook a robust review of the
independent valuation and management’s
judgements, with specific consideration given to the
impact on the increase in NAV. Management
provided the Committee with a detailed overview of
the process and key inputs to the valuation process
– in particular, the ‘fair maintainable trade’ (FMT) of
each pub, and the multiple applied to that trade.
Following review and assurance from the external
Auditor, the Committee concluded that the basis of the
valuation, the judgements made, and the fair value
disclosed on the balance sheet are appropriate.
Page 84
Retirement
benefits
The Committee received reports from management
on, and noted the actuarial assumptions in respect of,
the defined benefit pension plan, which included
discount rates, rates of increase in pensions, inflation
rates and life expectancies.
The Committee reviewed the actuarial assumptions
and underlying calculations and following discussion
with the external Auditor regarding its view on these
assumptions, was satisfied that they are reasonable.
Page 88
Financial
instruments
The Committee received reports on the valuation of
derivative financial instruments, in particular those
noting the movements in the derivative financial
instruments (interest rate swaps).
Page 93
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 33
Audit Committee report continued
Distributable reserves
During the reporting year, the Committee
supported the Board in its review of the Group’s
financial strategy and in particular overseeing
management’s planning and assurance work
toimprove the Group’s distributable reserves,
through share capital reductions and
intragroup dividends, thereby enabling the
distribution of shareholder returns as and
whenappropriate. The Committee received
reports from management and assurance
fromspecialist advisers, and the external
Auditor was satisfied with management’s
planning and corresponding actions.
Going concern and
viabilitystatement
As part of the year-end audit processes, the
Committee reviewed the appropriateness of
the Group’s going concern and viability
statement as set out on page 26. To support
itsassessment, the Committee examined
management’s financial projections, liquidity
headroom, and stress-testing scenarios to
ensure they were robust and aligned with
current trading conditions and strategic plans.
The Committee also engaged with the external
Auditor to understand their procedures and
conclusions regarding going concern and
viability, including reviewing the Auditor’s risk
and prudency assessment, areas of challenge
to management assumptions, and any other
observations arising from their work. Following
this review, the Committee was satisfied that
the viability and going concern statements
were appropriate and recommended their
approval to the Board.
Internal audit
Marston’s internal audit function is a critical
part of the Group’s control framework, and
increasingly so as the Group’s maturity of
control testing develops, aligned to the
changes to Provision 29 of the 2024 Code. As
such, the internal audit plan is reviewed and
approved by the Committee annually, ensuring
that it is aligned with the Company’s material
risks and strategic priorities. The internal Audit
team attends each Committee meeting to
report on all audit activities. The audit work
undertaken this year has provided the
Committee with invaluable insight into the
practices, processes, systems and controls of
the business including key operational controls,
such as stock management, petty cash
management, fire and food safety, which are
essential to ensure operational excellence at
Marston’s and delivery of the Group’s strategic
priorities. Amanagement response to each
internal audit, including any remedial actions,
is provided bya senior member of the
management team with ultimate accountability
for audit actions.
As part of its oversight responsibilities, the
Audit Committee assessed the effectiveness
and independence of the internal audit
function, including adequacy of resources.
Based on this review and engagement with the
Executive Directors, the Committee confirmed
that the internal audit function remained
effective in providing assurance over key
controls and risk management processes.
External auditor
RSM UK Audit LLP (RSM) were appointed as
external Auditor at the 2024 AGM, following
acompetitive tender in 2023 and Ian Wall
wasappointed as lead audit partner at the
same time – see page 69 of the 2023 Annual
Report and Accounts. The Committee engages
regularly with RSM through attendance at every
Committee meeting and each year, Ian Wall
meets regularly with the Chair of the Committee.
This ensures effective scrutiny of key audit areas
and assessment of the auditor independence on
an ongoing basis. RSM are allowed sufficient
time on the agenda to discuss a range of topics
with the Committee, including their proposed
audit strategy, audit risks, audit processes
employed and their findings. They also support
the Committee with planning for emerging
legislation in corporate reporting.
The Audit Committee assesses the
independence of the external Auditor by
considering, amongst other things, the length of
tenure of the audit firm and the audit partner
and the external Auditor’s own assessment of its
independence. TheCommittee is satisfied that
RSM meets therequired standard of
independence to safeguard both the objectivity
and integrity ofthe external audit procedures.
The Committee also reviews audit fees
throughout the year to ensure they are
reasonable and proportionate. The audit fees
for this year can be found in Note 3 on page
78 of the Financial Statements which were in
line with the budget approved by the
Committee.
Non-audit services
In accordance with the FRC’s Ethical Standard,
external auditors must not provide non-audit
services that could compromise their
independence or objectivity. To safeguard
this,the Group has a policy in place governing
non-audit services, which is available on our
website. Any non-audit services proposed are
assessed individually in line with the Ethical
Standard and our policy. During the reporting
year, the Committee approved the provision of
non-audit services in relation to audit-related
assurance work and all non-audit fees incurred
are disclosed in Note 3 of the Financial
Statements on page 78.
Risk management and
internalcontrols
The Board has ultimate responsibility for
theGroup’s risk management, but the
AuditCommittee plays an invaluable role
inreviewing the overall effectiveness of
riskmanagement which is assessed at least
annually. The Committee reported to the
Boardon its evaluation of the effectiveness
ofthe Group’s systems of internal control and
risk management, informed by reports from
internal audit and the Director of Risk.
During the reporting year, the Committee
supported the Board by overseeing a forensic
review of strategic risk and alignment to risk
appetite to support delivery of strategic
priorities, operational excellence and
sustainable growth. An explanation of the
Company’s risk management framework
andapproach to risk management
canbefound on pages 20 to 25.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 34
Audit Committee report continued
Risk management and
internalcontrols continued
The Committee also monitored the Company’s
preparatory work to support compliance with
changes to Provision 29 of the 2024 Code,
and a summary of the supporting work
undertaken by the Committee during the year
in relation to risk and controls appears below:
Provision 29 compliance
·
Supported the Board in reviewing the
Company’s material risks and material
controls, together with the framework for
effectiveness reviews
·
Considered the output of work undertaken
by management, including its work with an
external adviser, to further improve the risk
management process
·
Considered management’s methodology for
scoring inherent and residual risks, and
challenged assumptions to ensure these are
appropriate and robust
·
Engaged with management to ensure that
reporting mechanisms are in place to
support future disclosures
·
Approved the replacement of the risk
management portal for more effective and
efficient risk management processes and
reporting mechanisms
Health and safety
·
Management and internal audit presented
to the Committee on work being done to
ensure the safety of our guests and people
in key areas of risk, including food safety,
allergen compliance and fire risk
Cyber risk
·
Received presentations from the Director of
IT on material controls and assurance for
data security and cyber risk, including
resilience, ransomware defences, training
protocols and business continuity plans
·
Considered the observations made by the
external Auditor’s in relation to the year-end
audit processes, regarding IT controls
·
Reviewed the results of a cyber security
testsundertaken by the Company’s third
party consultants and recommended
improvement measures
·
Considered and approved the Company’s
approach to cyber insurance
·
Evaluated the Group’s cyber security
posture against established standards and
guidelines, such as those outlined by the
national Institute of Standards and
Technology (NIST)
Other matters considered
thisyear
Cyber risk readiness and
responsecapability
As described on page 23, the Board
recognises that cyber risk remains one of the
most significant threats to business continuity
and stakeholder trust. While the Committee
plays a critical role in overseeing key cyber risk
controls as outlined on page 23, its remit
increasingly extends to ensuring the Group is
prepared for evolving threats and remains
resilient in the event of an incident. During the
year, this included challenging management
on the adequacy of preventative measures
and, with support from the internal Audit team,
reviewing contingency and incident response
plans to safeguard critical operations. Looking
forward to the year ahead, the Committee will
strengthen its oversight of the Group’s response
capabilities by reviewing the outputs and
actions arising from scenario-based incident
response testing and by overseeing
enhancements to supplier cyber security
controls, particularly for vendors with access to
sensitive data or those supporting critical
operational systems. By maintaining a
proactive stance on cyber security and
resilience, the Committee aims to protect the
integrity of systems, minimise disruption, and
uphold confidence in the organisation even
under adverse circumstances.
Whistleblowing
Our whistleblowing procedures ensure that
ourpeople are able to raise concerns about
possible misconduct on a confidential basis.
Concerns can be raised online, via our website
or QR code, through a secure and confidential
portal called ‘Speak Up’ managed by a third
party. This year the Committee received a
report on improvements to the accessibility
ofSpeak Up together with an anonymised
summary of any reported issues, investigation
details, resolution rates relative to KPIs and
follow-up actions.
The Committee also considered the
effectiveness of the whistleblowing framework,
the Company’s speak up culture and as part of
that review, supported management to
consider ways to measure culture and
compliance indicators to ensure our people
feel safe to speak up and believe reports lead
to action. More information is available on
ourwebsite.
Anti-bribery, gifts and hospitality
The Committee also received updates in
relation to anti-bribery training and awareness
programmes, together with a summary of
theCompany’s policy and, for oversight, a
summary of gifts or hospitality accepted or
declined by management during the reporting
year. More information is available on our
website: www.marstonspubs.co.uk
Statutory Pubs Code
The Committee approved the annual
compliance report to the Pubs Code
Adjudicator (PCA) for 1 April 2024 to
31March 2025. During this period, six
validmarket rent-only requests were received,
one of which was referred to the PCA for
arbitration. The report and supporting
documents are available on our website.
Rachel Osborne
Chair of the Audit Committee
READ MORE ONLINE
www.marstonspubs.co.uk
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 35
Directors’ remuneration report
Annual Statement
Dear Shareholder
I am pleased to present our report for the
period ended 27 September 2025 which
setsout the details of our new Directors’
Remuneration Policy (the “Policy”), being put
toshareholders at the 2026 AGM, Directors’
remuneration in respect of FY2025 and how
we intend to operate the Policy in FY2026.
Overview of performance in
FY2025 and business context
FY2025 marked another year of strategic
progress and delivery of strong financial
results. Comprehensive commentary on the
Group’s operational and financial
achievements is provided in the Chair and
CEO statements, as well as our Financial
review (on pages 3, 4 and 10).
Key performance metrics that impact
remuneration outcomes performed strongly,
with significant profit growth: underlying
EBITDA from continuing operations
increasedby 6.5% to £205.1 million (2024:
£192.5 million) and underlying profit before
tax from continuing operations increased
year-on-year by £30.0 million to £72.1 million
(2024: £42.1 million), whilst revenue was stable
at £897.9 million (2024: £898.6 million).
Underlying operating margins of 17.8% grew
by 140 basis points (2024: 16.4%) and we
achieved a record Reputation score of 816
atthe end of FY2025.
The Committee’s decisions on remuneration
outcomes and policy implementation have
been made in the context of this performance,
with a continued focus on fairness, alignment
with shareholder interests and long-term
valuecreation.
Performance outcomes
fortheyear
Annual bonus FY2025
The FY2025 annual bonus was structured to
drive strategy, with an 80:20 split between
financial and non-financial metrics, (revenue,
EBITDA, recurring FCF and Reputation score)
all aligned to the key elements of our market-
leading pub operating model, and stretching
targets were set at the start of the year.
As summarised above, whilst revenue
remained stable, EBITDA achieved above
target performance with both recurring FCF
and Reputation score achieving above stretch
and maximum performance outturn. Despite a
challenging market, we made strong progress
delivering central efficiencies, procurement
gains, and digital transformation. Our people
are dedicated and passionate about
consistently delivering great guest experiences
and improving guest satisfaction.
When reviewing the formulaic outcome of the
bonus against targets, the Committee
considered other stakeholder outcomes:
·
Wider workforce experience – bonus
schemes for salaried employees are aligned,
therefore all eligible employees will receive
a consistent outturn of c.68% of their
achievable bonus for FY2025. Our pub
team members have the opportunity to earn
monthly incentives, based on drinks sales,
and rewards through a quarterly bonus
scheme, tailored to each individual pub.
Almost 80% of our pub team members, as at
the end of the reporting year, had received
one or more payments via these schemes.
·
Investors – as noted in the Chair’s statement
(on page 3), closing the gap between our
share price and its net tangible asset value
is a key priority for the Board. We have
continued to reduce net debt during the
period and rebuild the investment case
forMarston’s.
·
Wider business performance – whilst
revenue remained stable, each of the other
key metrics has achieved significant growth
on the previous year’s outturn.
Having considered the formulaic bonus outturn
in the context of stakeholder outcomes during
the reporting year, the Committee is
comfortable that the bonus payout of 68% of
maximum for the CEO is appropriate and so
no discretion has been applied on the
formulaic outcome. Stephen Hopson joined
Marston’s as CFO on 8 September 2025 and
is not eligible to receive the FY2025 bonus.
A full breakdown of the measures, targets
andour performance against them is set out
onpage 47. In line with the Policy, one-third of
bonus earned (after tax) by the CEO will be
deferred into shares for a period of three years.
LTIP FY2023 vesting
The three-year performance period for the LTIP
award granted in December 2022 ended on
27September2025. Neither of the current
Executive Directors were in role at the time of
grant and will not benefit from this vesting.
Andrew Andrea, former CEO, who stepped
down from the Board in November 2023,
willreceive the award as a good leaver and
inaccordance with our approved policy.
Thenumber of vested shares will be subject
toa pro-rata reduction and the two-year
post-vesting holding period will continue to
apply. Outturn against each of the performance
metrics is set out on page 48. The Committee
discussed the formulaic outturn of the award,
noting in particular that the CMBC disposal
proceeds were excluded from the outturn figure
for the net cash flow metric, and were satisfied
that the vesting outcome appropriately reflects
the performance delivered over the period and
aligns with the interests of shareholders.
The Committee is comfortable that actions
taken on pay during the year across the
Company were appropriate and balanced the
interests of all stakeholders and that the Policy
operated as intended.
Board changes during the year
Hayleigh Lupino stepped down as CFO and
was succeeded by Stephen Hopson, who
joined the business on 8 September 2025.
Having completed a comprehensive handover
with Stephen, Hayleigh left Marston’s on
30September 2025 and continued to receive
her base salary, pension and contractual
benefits until that date; no payments for loss
ofoffice were made. Hayleigh forfeited her
entitlement to the FY2025 annual bonus and
outstanding unvested LTIP awards lapsed
on30 September 2025.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 36
Directors’ remuneration report continued
Performance outcomes
fortheyear continued
Board changes during the year continued
Hayleigh retains the vested FY2022 LTIP
award, which is within the two-year holding
period, until the normal release date (following
the FY2026 results announcement), in
accordance with the rules of the Marston’s
Long Term Incentive Plan and remains subject
to the post-employment shareholding
requirement until 30September2027.
We were delighted to announce the
appointment of Stephen, following a
comprehensive external process. Previously
CFO of Topps Tiles plc, he brings a wealth of
experience across the leisure and retail sectors.
When determining his remuneration, the
Committee considered a number of factors
which included (i) his previous package at
Topps Tiles, (ii) pay at companies of a similar
size and complexity and, (iii) the package for
the previous CFO. As a result, Stephen’s base
salary was set at £375,000 (11.1% lower than
the FY2025 salary for the former CFO). For
FY2026 he will also be eligible for an annual
bonus of up to 100% of salary and an LTIP
grant of 125% of salary, both in line with the
normal policy.
Stephen has foregone his FY2025 annual
bonus at his previous employer and he will also
forfeit outstanding deferred bonus and LTIP
awards. In line with our recruitment policy, and
as part of the discussions ahead of Stephen
being appointed, we agreed to replicate the
FY2025 bonus foregone and deferred bonus
and LTIP awards being forfeited as closely as
possible, taking into account the nature of the
deferred remuneration forfeited, the
performance conditions, the expected value
and the time over which they would have
vested or been paid.
Stephen must retain at least 50% of the shares
vesting under his buyout awards as part of his
shareholding requirement as CFO (200% of
salary). Further details of the buyout awards to
be granted are set out later in this report.
Directors’ Remuneration Policy
Our current Policy was approved at our 2023
AGM and is due for renewal at our 2026
AGM. The Committee conducted a thorough
review of the current Policy taking into account
the Group strategy, corporate governance
developments, institutional investor views and
market practice. The review concluded that our
Policy is working effectively and is aligned to
the Group strategy, provides a good link
between reward and performance, and is in
line with institutional investors’ best practice
expectations. Alternative incentive models,
such as replacing the LTIP with restricted
shares, and more leveraged arrangements,
were considered but there was a consensus
that performance shares remained appropriate
for all of the senior management population.
Therefore, the only material change to the
policy is the removal of references to the
‘normal’ and ‘exceptional’ maximum limits
within the LTIP (currently 150% and 200% of
salary, respectively). Instead, there will be a
single maximum LTIP limit of 200% of salary.
This will provide the Committee with slightly
more flexibility in the future to make higher LTIP
grants to support our growth strategy, with
appropriately stretching targets to encourage
focus on delivery of exceptional performance.
For FY2026, LTIP grant levels will be
unchanged from those applied in FY2025.
Implementation of the
Remuneration Policy in FY2026
Subject to shareholder approval at the 2026
AGM, the revised Policy will take effect from
that date. The Committee has considered how
the Policy should be implemented for FY2026,
taking into account market practice, investor
guidelines, pay across the business and the
views of management. The key decisions taken
for FY2026 included:
Base salary, Chair and Non-executive
Director fees effective 1 October 2025
During the year, the Committee reviewed
salary increases for the wider salaried
workforce taking into consideration external
benchmarking, the continued focus on
controlling costs and the first year of
performance-based increases. Following the
review, individual pay rises for the wider
salaried workforce ranged from 0-3%, with an
average across that cohort of 2.4%. For the
majority of our pub teams, their remuneration is
set by statute rather than the market. Total pay
awards for our pub team members averaged
an increase of 6.8%. We aim to maintain a
responsible and fair approach to executive
pay, aligned with workforce decisions and, in
the context of these increases, the Committee
agreed that a 2.4% increase was appropriate
for the CEO’s base salary. The CFO does not
qualify for an increase in FY2026 due to time
in role.
Chair and Non-executive Directors’ fees have
also been increased by 2.4% for FY2026.
Annual bonus for FY2026
The bonus opportunity for the Executive
Directors will remain unchanged for FY2026,
with the CEO eligible for an annual bonus of
up to 125% of salary and the CFO up to 100%
of salary. In line with the previous year,
performance measures and weightings for
FY2026, aligned to the key elements of our
market-leading operating model, are as
follows: revenue (20%), EBITDA (40%),
recurring free cash flow (20%) and Reputation
score (20%). These measures support our
strategy and delivery against key areas of
focus for the business.
The targets are stretching and incentivising with
one third of any bonus paid deferred into
shares for three years.
LTIP for FY2026
Both the CEO and CFO will receive an LTIP
award in line with previous grant levels (150%
and 125% of base salary, respectively) and in
line with the current, and below the proposed
revised, Policy. Performance measures and
weightings have been reviewed and remain
unchanged for FY2026: underlying PBT (40%),
operating margin (30%) and relative total
shareholder return (30%). However,
acknowledging the challenge of identifying an
appropriate peer group for TSR, the Committee
reviewed the FTSE SmallCap index constituents
and agreed to exclude the following sectors
from the comparator group: Oil, Gas and
Coal, Basic Resources, Banks and Financial
Services in addition to Investment Trusts, to
arrive at a more UK focused group. In
addition, when considering the formulaic
outturn of the LTIP, at the end of the three-year
performance period, the Committee will
undertake a ‘quality of earnings’ assessment
for the profit measure. This will apply to future
LTIP grants.
Stretching targets have been agreed and the
threshold and maximum ranges are set out on
page 47.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 37
Directors’ remuneration report continued
Other considerations during
the year
Executive Director pay
andthewiderworkforce
We continue to operate with fairness, integrity
and transparency across the business. Salary,
benefits and performance-related rewards
provided to employees are taken into account
when setting the policy for Executive Director
remuneration, and for annual reviews, as
notedabove.
The Committee also retains oversight of how
bonus schemes are aligned throughout the
organisation, and of the performance measures,
targets and outturn of each scheme. Bonus
measures, and more targeted monthly and
quarterly incentives for our pub team members
and operational teams, are aligned to our
vision and strategy for the entire workforce.
Bridget Lea, a fellow Non-executive Director
and member of the Committee, conducted an
employee engagement session during the year,
which I also attended in my capacity as Chair
of the Committee, with a specific focus on pay
and reward at all levels of the organisation.
Neither the Policy, nor Executive remuneration
were raised as a material issue during the
session. Following the discussion, no
amendments were required to the proposed
Policy or its implementation in FY2026 as a
result of this engagement.
Shareholder engagement
During the reporting year, we engaged with
our largest investors as well as Institutional
Shareholder Services (ISS), Investment
Association (IA) and Glass Lewis, to
understand their views on our proposed new
Policy and the proposed implementation in
FY2026. Whilst we were pleased to receive full
support for the one Policy change, views on the
implementation of the Policy were taken into
consideration by the Committee when finalising
the operation of the Policy in FY2026. In
particular we had proposed a slightly different
weighting to the LTIP performance measures
which, following feedback, was changed to
revert to the same mix as for the FY2025 LTIP
grant and we also added the quality of
earnings assessment to the PBT measure.
We continue to welcome and encourage all
feedback from our shareholders, as it helps
toinform our thinking on remuneration matters,
and hope we can rely on your continued
support. If you would like to contact me
directlyto discuss any aspect of our Policy
orthis report, then please email me at
investorrelations@marstons.co.uk. I will be
available at our AGM (on 28 January 2026)
to answer your questions. Alternatively,
ifyouare not able to attend the AGM,
pleasedosend your questions to the email
address above.
Octavia Morley
Chair of the Remuneration Committee
Summary of activities during FY2025
·
Reviewed the Remuneration Policy ahead of
the 2026 AGM.
·
Consulted with investors on the
Remuneration Policy and the proposed
implementation of the Policy in FY2026.
·
In relation to CFO succession, worked
closely with the Nomination Committee to
determine the leaving arrangements for
Hayleigh Lupino and joining arrangements
for Stephen Hopson.
·
Engaged with the wider workforce on the
alignment between Executive pay and the
wider workforce.
·
Consideration of pay review proposals for
the Chair, senior management and the
wider workforce.
·
FY2025 bonus and FY2023 LTIP award
outturns, as outlined above.
·
Consideration of targets for Operational,
Group, senior management and Executive
Director bonus schemes.
·
Consideration of LTIP performance
metricsand grant.
·
Review of Executive Directors’ and senior
management shareholdings in the Company,
in the context of shareholding guidelines.
The Committee receives advice from a
numberof different sources. This helps to
inform decision-making and ensures it is aware
of pay and conditions inthe business as a
whole, and inthe wider market.
The CEO attended all meetings during the year
to provide advice in respect of the remuneration
of senior management. The HR Director and
Deputy Company Secretary also attend each
meeting and provide advice to the Committee.
No person is in attendance for any discussions
regarding their own remuneration.
Korn Ferry continue to advise the Committee,
following their appointment in 2022 and
attend meetings when required. They provided
advice on the implementation of
theRemuneration Policy and supported
management with technical matters relating
tothe execution of the Committee’s decisions.
Korn Ferry received fees amounting to £47,512
during the year for advice provided to the
Committee. They are a member of the
Remuneration Consultants Group and, as such,
voluntarily operate under its Code of Conduct
in relation to executive remuneration consulting
in the UK. The Committee is satisfied that the
advice received was objective and independent.
AGM voting outcomes
The following table summarises the details of votes cast for the Directors’ Remuneration Policy (at
the 2023 AGM) and the Directors’ remuneration report at the 2025 AGM, along with the number
of votes withheld.
Votes for %
Votes
against % Votes total
Votes
withheld
Directors’ Remuneration
Report 2025 AGM 75,107,160 94.70 4,205,481 5.30 79,312,641 68,142
Directors’ Remuneration
Policy 2023 AGM 64,571,195 93.20 4,709,941 6.80 69,281,136 86,649
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 38
Remuneration summary
Performance snapshot for FY2025
Annual bonus performance for FY2025
Measure
Weighting of
measure
Outturn
(as a % of max)
Outcome
(% of total award)
Revenue 20% 0% 0%
EBITDA 40% 70% 28%
Recurring free cash flow 20% 100% 20%
Reputation score 20% 100% 20%
Bonus outturn 68%
Long-term incentive performance FY2023 award
Measure
Weighting of
measure
Outturn
(as a % of max)
Outcome
(% of total award)
Underlying PBT 30% 25% 7.5%
Net cash flow (cumulative) 30% 100% 30%
Return on Capital Employed (three-year average) 20% 62.5% 12.5%
Relative TSR vs FTSE 250 (excl. investment trusts) 20% 0% 0%
LTIP outturn 50%
Applying the policy in FY2026
Base salary
·
Justin Platt – £633,000 (2.4% increase)
·
Stephen Hopson – £375,000 (salary on appointment)
Benefits
No change
Pension
3% of salary
Bonus
·
Maximum opportunity:
·
Justin Platt – 125% of salary
·
Stephen Hopson – 100% of salary
·
Performance measures: Revenue (20%), EBITDA (40%), recurring free cash
flow (20%) and Reputation score (20%)
·
One third of any bonus paid will be deferred into shares to be held for
threeyears
LTIP
·
Maximum opportunity:
·
Justin Platt – 150% of salary
·
Stephen Hopson – 125% of salary
·
Performance measures: underlying PBT (40%), operating margin (30%)
and relative Total Shareholder Return (30%)
·
Two-year post-vesting holding period applies
Shareholding
guidelines
·
In employment: 200% of salary
·
Post-employment: 200% of salary for 2 years
Incentive timelines
Year 1 Year 2 Year 3 Year 4 Year 5
Annual bonus
Long-term incentive plan
Key: / Performance period / Deferral/holding period
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 39
Directors’ Remuneration Policy
This report has been prepared in accordance with the provisions of the Companies Act 2006,
theLarge and Medium Sized Companies and Groups (Accounts and Reports) (Amendment)
Regulations 2008 and the subsequent amendments, and the Financial Conduct Authority (FCA)
Listing Rules. In addition, the report has been prepared on a ‘comply or explain’ basis with regard to
the UK Corporate Governance Code 2018.
The Remuneration Policy (the “Policy”) described in this section is intended to apply for three years
and will be applicable from the date of approval by shareholders at the Company’s 2026 AGM.
The only change to the Policy is under the long-term incentive plan (LTIP), where the ‘normal’ and
‘exceptional’ maximum limits within the LTIP (currently 150% and 200% of salary, respectively)
have been removed. Instead, there will be a single maximum LTIP limit of 200% of salary.
Determining the Policy
The Committee is responsible for the development, implementation and review of the Policy. In
addressing this responsibility, the Committee works with management and external advisers to
develop proposals and recommendations.
The Committee considers the sources of information presented to it, takes care to understand the
detail and ensures that independent judgement is exercised when making decisions.
The pay alignment across the business
The Company aims to provide a remuneration package that is market competitive, complies
withany statutory requirements and is applied fairly and equitably across the wider employee
population. Where remuneration is not determined by statutory regulation, the Company
operates the same core principles as it does for Executive Directors, namely:
·
We remunerate people in a manner that allows for stability of the business and the opportunity
for sustainable long-term growth.
·
We seek to remunerate fairly and consistently for each role with due regard to the
marketplace, internal consistency and our ability to pay.
Our bonus schemes have evolved to ensure all our employees have the opportunity to be
appropriately rewarded for the achievement of our goals. Performance measures and targets
arealigned to our vision ’to be the UK’s leading local pub company’ and cascade as
appropriate, from Executive Directors down to pub level.
Participation in the LTIP is extended to the senior management team in line with the policy for
Executive Directors. Share ownership is encouraged and shareholding requirements apply to
theExecutive Committee and Leadership Group. We also encourage long-term employee
engagement through the offer of an all-employee share plan to all employees of the Group
whomeet a minimum service requirement.
How employee views are taken into account
Salary, benefits and performance-related rewards provided to employees are taken into account
when setting policy for Executive Directors’ remuneration. We engage with our employees
regularly through engagement surveys and other mechanisms.
Annually, in October, a paper is submitted to the Committee by the HR Director summarising the
outcome of any annual reviews made to the wider workforce (which includes all employees except for
the majority of pub-based employees who have their remuneration rate set by statute rather than the
market). This paper is taken into account when setting Executive Directors’ remuneration effective from
the start of October for the following 12 months.
In addition, and where relevant, a similar paper is submitted in October covering the decisions
taken by the Executive Committee relating to bonus payments for employees within the wider
workforce. This is taken into consideration by the Committee when approving bonus awards for
Executive Directors.
How shareholder views are taken into account
In considering the operation of the Policy, the Committee will take into account the published
remuneration guidelines and specific views of shareholders and proxy voting agencies.
The Committee is committed to open and transparent dialogue with shareholders and welcomes
feedback on Executive and Non-executive Directors’ remuneration.
The Committee will consult with our larger shareholders, where considered appropriate, regarding
changes to the operation of the Policy and when the Policy is being reviewed and brought to
shareholders for approval. Furthermore, the Committee will consider specific remuneration concerns or
matters raised at any time by shareholders.
During FY2025, we engaged with our 20 largest investors as well as Institutional Shareholder
Services (ISS), Investment Association (IA) and Glass Lewis to understand their views on our
proposed new Policy and the proposed implementation in FY2026. The outcome of this shareholder
consultation isset out in the Chair’s annual statement.
Aims
The Policy is designed to ensure that Executive Directors are provided with sufficient remuneration
tomotivate each individual with incentives that are aligned to strategy and encourage enhanced
performance. The Committee believes that variable pay should only be earned for achievement
against stretching targets. It will continue to ensure that targets provide an appropriate balance
between motivating and rewarding Executive Directors to deliver stretching but sustainable
performance, without encouraging excessive risk taking.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 40
Directors’ Remuneration Policy continued
Aims continued
The table below and the accompanying notes describe the Policy for ExecutiveDirectors.
Base salary
Purpose and
link tostrategy
Core element of fixed remuneration, reflecting the individual’s role and experience.
Operation Usually reviewed annually and fixed for 12 months commencing 1 October.
While Executive Directors are contractually entitled to an annual review of their salaries,
there is no entitlement to an increase as a result of this review.
Salary levels are determined by the Committee taking into account a range
offactors,including:
·
role, experience and performance of the individual;
·
underlying performance of the business;
·
alignment with salary increases across the wider workforce;
·
prevailing market conditions; and
·
external benchmarks for similar roles at comparable companies.
Opportunity Salary increases are reviewed in the context of salary increases across the wider workforce.
The Committee considers any increase which is out of line with these very carefully and such
increases may be awarded where there is a reason to do so, taking into account relevant
factors. These circumstances may include but are not limited to:
·
increase in scope and responsibility of the role;
·
development and performance in the role (including that, if a newly appointed Executive
Director’s salary is positioned below a market rate, it may be increased to a market rate over
such period as the Committee considers appropriate); or
·
a salary falling significantly below market positioning as determined bytheCommittee.
Performance
metrics
Not applicable, although the individual’s contribution and overall performance are
considerations in determining the level of any salary increase.
Benefits
Purpose and
link to strategy
Ensures the overall package is competitive.
Operation Executive Directors receive benefits in line with market practice which currently include a car
allowance, private medical insurance and life assurance.
Other benefits may be provided based on the role and individual circumstances. These may
include, for example, relocation and travel allowances.
Opportunity Set at a level which the Committee considers appropriate against the market and which
provides a sufficient level of benefit based on individual circumstances.
Performance
metrics
Not applicable.
Retirement
benefits
Purpose and
link tostrategy
Contributing to savings to deliver appropriate income in retirement.
Operation Executive Directors are eligible to participate in the defined contribution pension scheme (or
such other pension plan as may be deemed appropriate).
In appropriate circumstances, Executive Directors may receive a salary supplement instead of
contributions into a pension plan.
Opportunity Pension contributions (or an equivalent cash allowance) will not exceed the pension
contributions available to the majority of the workforce (which is currently 3% of salary).
Performance
metrics
Not applicable.
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Directors’ Remuneration Policy continued
Annual bonus
Purpose and
link to strategy
Rewards performance against targets which support the strategic direction of the Group.
Compulsory deferral into shares aligns Executive Directors with shareholder interests and
provides a retention element.
Operation Performance measures and applicable targets are set annually and any payout is normally
determined by the Committee after the period end, based on performance. The Committee has
discretion to vary the bonus payout should any formulaic output not reflect its assessment of overall
business performance or not be appropriate in the context of circumstances that were unexpected
or unforeseen at the start of the bonus year.
One third of any bonus paid (after tax) will normally be used to purchase shares which the
Executive Director must normally hold for three years.
Recovery provisions apply, as referred to below.
Opportunity The maximum annual bonus opportunity is 125% of base salary.
Performance
metrics
Performance measures are determined each year reflecting the business priorities that
underpin Group strategy.
At least 50% of the award will be based on financial performance measures aligned to
theGroup’s financial key performance indicators. The balance of the bonus opportunity
may be based on non-financial objectives such as the delivery of strategic/individual/
ESGobjectives.
No more than 20% of each relevant portion of the annual bonus is normally payable for
delivering a threshold level of performance, and no more than 50% is normally payable for
delivering a target level of performance (where the nature of the performance metric allows
such an approach).
There is usually straight-line vesting between the threshold and target performance levels and
between target and maximum performance levels.
Long Term Incentive Plan (LTIP)
Purpose and
link to strategy
Incentivises Executive Directors to deliver against the Group’s strategy over the longer term.
Long-term performance targets and share-based remuneration support the creation of
sustainable shareholder value.
Operation Awards of conditional shares or nil-cost options can be made with vesting dependent on the
achievement of performance conditions, normally over a three-year performance period. Vested LTIP
awards are normally subject to an additional holding period of two years before being released.
The Committee may grant nil-cost options in conjunction with a tax-advantaged option granted
under the tax-advantaged schedule to the LTIP (a ‘Linked Nil-Cost Option’). This linking
arrangement gives the participant and the Group the opportunity to benefit from the tax treatment
available in respect of tax-advantaged options without increasing the pre-tax value delivered to
the participant.
The Committee has discretion to vary the formulaic vesting output applying to any LTIP award
where it believes the outcome does not reflect the Committee’s assessment of overall business
performance or is not appropriate in the context of circumstances that were unexpected or
unforeseen at the date of grant.
LTIP awards may (where permissible) carry a right to a separate payment (in cash or shares)
equalto the value of dividends that would have been received on the shares over the vesting
period (and holding period if structured as a nil-cost option). The payment may assume the
reinvestment of the dividends.
Recovery provisions apply as referred to below.
Opportunity The maximum award size will be 200% of base salary in respect of any financialyear.
For the reasons above, if an LTIP award is granted as a Linked Nil-Cost Option, the shares
subject to the tax-advantaged option to which it is linked will not count towards this limit.
Performance
metrics
The vesting of LTIP awards is subject to the satisfaction of performance targets set by theCommittee.
Performance measures will be determined by the Committee for each LTIP award in line with
the long-term business strategy and KPIs. Threshold performance under each metric will result
in no more than 25% of that portion of the award vesting. The Committee will regularly review
the performance conditions and targets to ensure they are aligned to the Company’s strategy
and remain challenging and reflective of commercial expectations. Financial or shareholder
return targets will apply to the majority of an award.
All-employee share plan
Purpose and
link to strategy
To provide alignment with Group employees and to promote share ownership.
Operation The Executive Directors may participate in any all-employee share plan operated by
the Company.
Opportunity The value of shares over which awards may be granted will be in line with the relevant
legislative limits.
Performance
metrics
Not applicable.
Aims continued
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Directors’ Remuneration Policy continued
Shareholding guidelines
Purpose and
link to strategy
To provide alignment with shareholders’ interests.
Operation During employment
Executives are required to build up and retain a shareholding equivalent to 200% of their
base salary.
Until the shareholding requirement is met, Executive Directors will normally be required to retain
50% of the net of tax shares they receive under any incentive plan.
Post-employment
Any Executive Director leaving the Company will normally be expected to retain the lower
of the shares held at cessation of employment and shares to the value of 200% of salary,
for a period of two years. The Committee will have discretion to amend the requirement
inexceptional circumstances.
Opportunity Not applicable.
Performance
metrics
Not applicable.
Recovery provisions (malus and clawback)
Annual bonus awards and LTIP awards are subject to recovery provisions which may be applied
for up to two years following the payment in the case of the annual bonus, and for up to two
years following vesting in the case of an LTIP award. These provisions may be applied in the
following circumstances:
·
a material misstatement of the Company’s audited financial results;
·
a material failure of risk management by, or corporate failure of, the Company, any member of
the Company’s group (the “Group”) or a relevant business unit;
·
the Remuneration Committee determining that the relevant Participant or former Participant has
been guilty of serious misconduct;
·
serious reputational damage to the Company, any Group member or a relevant business unit
as a result of the Participant’s misconduct or otherwise;
·
an error in assessing a Performance Condition applicable to the Award; and
·
in the case of recovery before vesting, other relevant circumstances at the discretion oftheCommittee.
Malus and clawback may be applied to any tax-advantaged option granted under the LTIP to the
extent permitted by the applicable tax legislation.
Non-executive Director fees
Purpose and link to strategy Non-executive Director fees are set at a level that reflects market conditions and
is sufficient to attract individuals with appropriate knowledge and experience.
Operation Fees are reviewed as required and amended to reflect market positioning and
any change in responsibilities.
The Committee recommends the remuneration of the Chair to the Board. Fees
paid to Non-executive Directors are determined and approved by the Board
as a whole.
The Non-executive Directors do not participate in the annual bonus plan or
any ofthe Group’s share incentive plans. Non-executive Directors may be
eligible to receive benefits such as the use of secretarial support, travel costs
or other benefits that may be appropriate (and may be reimbursed for any tax
liability thereon).
Fees may be payable in cash or shares.
Opportunity Fees are set taking into account a range of factors including the level of fees
paid to Non-executive Directors serving on boards of similar-sized UK-listed
companies and the time commitment and contribution expected for the role.
Non-executive Directors receive a basic fee and an additional fee for further
duties (for example chairing a Committee, Senior Independent Director
responsibilities or holding the position of Non-executive Director responsible
for workforce engagement).
Performance metrics Not applicable.
The Committee reserves the right to make any remuneration payments and payments for loss of
office notwithstanding that they are not in line with the Policy set out above, where the terms of the
payment were agreed before this Policy came into effect or, at a time when the relevant individual
was not a Director of the Company (or other person to whom this Policy applies) and, in the
opinion of the Committee, the payment was not in consideration for the individual becoming
aDirector of the Company (or other such person).
For these purposes the term ‘payments’ includes the Committee satisfying awards of variable
remuneration and, in relation to an award over shares, the terms of the payment are agreed at
thetime the award is granted.
Aims continued
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Directors’ Remuneration Policy continued
Explanation of performance metrics chosen
Performance measures are selected to reflect the Group’s strategy. Stretching performance
targets are set each year for the annual bonus and long-term incentive awards. In setting these
performance targets the Committee will take into account a number of different reference points
which may include the Group’s business plans and strategy and the market environment.
The Committee retains the discretion to adjust or set different performance measures or targets if
events occur which cause it to determine that the measures are no longer appropriate, and that
amendment is required so that they achieve their original purpose. Such events may include a
change in strategy, a material acquisition and/or a divestment of a Group business or a change
in prevailing market conditions.
Discretion
The Committee can exercise discretion in a number of areas when operating the Company’s
incentive schemes, in line with the relevant rules of the schemes and, where relevant, HMRC
guidance and the legislation relating to tax-advantaged schemes. These areas include (but are not
limited to):
·
the choice of participants;
·
the size of awards in any year (subject to the limits set out in the Policy table above);
·
the extent of payments or vesting in light of the achievement of the relevant performance conditions;
·
determination of ‘qualifying leavers’ and the treatment of outstanding awards (subject to the
provisions of the scheme rules and the Policy provisions); and
·
the treatment of outstanding awards (other than tax-advantaged options on a change of control).
Operation of share plans
The Committee may amend the terms of awards and options under the Group’s share plans in
accordance withthe plan rules in the event of a variation of the Company’s share capital or a
demerger, special dividend or other similar event or otherwise in accordance with the rules of those
plans. Shares awards granted under any such plan may be settled (in whole or in part) in cash where
permitted, although the Committee would only do so where the particular circumstances made it
appropriate – for example, where there is a regulatory restriction on the delivery of shares.
Illustration of application of the Policy
The charts on the following page show the relative split of remuneration between fixed pay (base
salary, benefits and pension) and variable pay (annual bonus and LTIP) for each Executive Director
on the basis of minimum remuneration, remuneration receivable for performance in line with the
Company’s expectations and maximum remuneration (including and excluding share price
appreciation of 50% on the LTIP award).
In illustrating the potential reward, the following assumptions have been made:
·
Minimum: Comprises fixed pay only using the salary on 1 October 2025; the benefits value has
been assumed to be equivalent to that included in the single figure calculation on page 47 and
a3% company pension contribution.
·
On-target: Fixed pay plus a bonus pay-out at 50% of maximum and LTIP vesting at 50% of face value.
·
Maximum: Comprises fixed pay and assumes full payout under the annual bonus and LTIP vesting
at 100% of face value.
·
Maximum performance with share price appreciation of 50%: the maximum scenario assumes
50% share price growth on the LTIP award from the date of grant to vesting.
Justin Platt (£’000)
Stephen Hopson (£’000)
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 44
Minimum Annual Bonus LTIP LTIP value with 50% share price growth
£1,600
£1,400
£1,200
£1,000
£800
£600
£400
£200
£0
Minimum On target Maximum Maximum (with 50%
Share Price increase)
£402k
£824k
£1,245k
£1,480k
100.0% 48.8% 32.3% 2 7. 2%
22.8%
30.1% 25.3%
28.4%
37. 6% 31. 7%
15.8%
£3,500
£3,000
£2,500
£2,000
£1,500
£1,000
£500
£0
Minimum Annual Bonus LTIP LTIP value with 50% share price growth
Minimum On target Maximum Maximum (with 50%
Share Price increase)
£670k
£1,540k
£2 , 411k
£2,886k
100.0% 43.5% 27. 8 % 23.2%
25.7%
32.8%
27. 4%
30.8%
39.4% 32.9%
16.5%
Directors’ Remuneration Policy continued
Recruitment remuneration policy
Executive Directors
When setting remuneration packages for new Executive Directors, pay will be set in line with the
Policy outlined above. In determining appropriate remuneration, the Committee will take into
consideration all relevant factors (including the quantum and nature of remuneration) to ensure
the arrangements are in the best interests of Marston’s and its shareholders.
Salary Base salary will be set at a level appropriate to the role and experience of
the Executive Director being appointed. This may include agreement on future
increases up to an appropriate market rate as determined by the Committee, in
line with experience and/or responsibilities and subject to good performance,
where it is considered appropriate.
Pension and benefits Pension and benefits will be provided in line with the Policy.
Relocation Appropriate costs and support will be covered if the recruitment requires
relocation of the individual.
Annual bonus New joiners may receive a pro-rated annual bonus based on their employment
as a proportion of the financial year subject to a maximum opportunity of
125% of base salary. Targets may be different to those set for other Executive
Directors if the Committee deems this appropriate.
LTIP Grants under the LTIP will be made in line with the Remuneration Policy in the
year of joining, subject to the maximum award limit of 200% of base salary.
For the avoidance of doubt, in the case of an internal promotion, legacy
arrangements should be allowed to continue including continuation of the plan
the individual is in for the year of joining if required.
Buyout awards For external appointments, the Committee (if it is considered appropriate) may
make an award to ‘buy-out’ incentive awards that will be forfeited on leaving
a previous employer. To the extent possible buyout awards will be made on
a broadly like-for-like basis. In doing so the Committee will take account of
relevant factors including the vehicle (i.e. cash or equity), the performance
conditions attached to vesting, the vesting schedule and the likelihood of
vesting of the forfeited incentives. The Committee would seek to incorporate
buyout awards in line with the Company’s remuneration framework as far
as is practical. However, the Committee may consider other components for
structuring the buyout, including cash or share awards, restricted stock awards
and share options where there is a commercial rationale for doing so.
Non-executive Directors
Fees payable to a newly appointed Chair or Non-executive Director will be in line with the fee
policy in place at the time of appointment.
Service contracts and policy on payment for loss of office
The Executive Directors have service contracts requiring 12 months’ notice of termination from
either party as shown below.
Non-executive Directors, including the Chair, do not have service contracts and are not entitled
to compensation for loss of office. Their appointments are governed by letters of appointment,
typically for a three year term, and are approved by shareholders on initial election and subject
to annual re-election thereafter. For administrative purposes, letters of appointment include
indicative notice periods to facilitate an orderly transition.
Name Commencement date Unexpired term remaining as at 1 October 2025
Justin Platt 10 January 2024 Terminable on 12 months’ notice
Stephen Hopson 8 September 2025 Terminable on 12 months’ notice
Bridget Lea 1 September 2019 Fixed term expiring on 31 August 2026 (subject to renewal) and
terminable on one month’s notice
Ken Lever 8 July 2024 Fixed term expiring on 7 July 2027 (subject to renewal) and
terminable on six months’ notice
Octavia Morley 1 January 2020 Fixed term expiring on 31 December 2026 (subject to renewal) and
terminable on one month’s notice.
Rachel Osborne 23 January 2024 Fixed term expiring on 22 January 2027 (subject to renewal) and
terminable on one month’s notice.
Nick Varney 1 July 2022 Fixed term expiring on 30 June 2028 (subject to renewal) and
terminable on one month’s notice.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 45
Directors’ Remuneration Policy continued
Service contracts and policy on payment for loss of office continued
The principles on which the determination of payments of loss of office will be approached are summarised below:
Provision Treatment upon loss of office
Payment in lieu of notice
Payments to Executive Directors upon termination of their contracts will be equal to base salary plus the value of core benefits for the duration of the notional notice period.
They will also be entitled to pension contributions for the duration of the notional notice period or the requisite cash allowance equivalent.
The Executive Director will normally have a duty to seek alternative employment and any outstanding payments will be subject to offset against earnings from any new role.
A de minimis value of £1,000 will apply for reporting purposes.
Annual bonus
‘Qualifying leavers’ will normally be eligible to receive an annual bonus at the usual time with performance measured at the usual time. The annual bonus will normally be
pro-rated for service during the financial year. Any bonus earned will normally be paid in cash and shares in line with the current Policy.
‘Non-qualifying’ leavers will not normally be eligible to receive an annual bonus.
Shares subject to a holding period will normally be released at the normal time.
LTIP
The treatment of any award under the LTIP would be determined based on the leaver provisions contained within the LTIP rules.
Awards are forfeited on cessation of employment except for ‘qualifying leavers’ (where awards vest subject to performance conditions and are normally scaled back pro
rata to the proportion of the performance or vesting period served).
Shares subject to a holding period will normally be released at the normal time.
Change of control
There are no enhanced contractual provisions on a change of control.
Upon a change of control incentive awards will usually vest subject to performance conditions. Pro-rating for time, to reflect the proportion of the performance period that
has elapsed, will ordinarily apply to LTIP awards. The Committee retains the discretion to waive pro-rating for time. Awards may vest on a similar basis on the occurrence
of any other relevant event.
Other payments
Payments may be made in the event of loss of office under the all-employee scheme (which is governed by its respective rules and the applicable tax legislation and does
not provide for discretionary treatment). The Committee reserves the right to make any other payments in connection with a Director’s cessation of office or employment
where the payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation) or by way of settlement
of any claim arising in connection with the cessation of a Director’s office or employment. Any such payments may include but are not limited to payments in respect of
accrued holiday pay, outplacement and legal fees and other relevant benefits.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 46
Annual report on remuneration
This part of the Directors’ remuneration report sets out how we have implemented our current
Remuneration Policy (the “Policy”) during the period ended 27 September 2025. Sections in the
report not specifically stated as audited are not subject to audit.
Executive Directors
Total remuneration payable (audited)
Period ended
27September 2025
Salary
£
Benefits
1
£
Pensions
2
£
Other
£
Total
fixed
£
Bonus
£
Long-term
incentives
£
Total
variable
£
Total
£
Stephen Hopson 24,148 982 724 – 25,853 – – 0 25,853
Hayleigh Lupino 422,066 13,500 12,662 – 448,228 – – 0 448,228
Justin Platt 618,000 18,093 18,540 – 654,633 525,300 – 525,300 1,17 9,9 3 3
Period ended
28September 2024
Salary
£
Benefits
£
Pensions
£
Other
£
Total
fixed
£
Bonus
£
Long-term
incentives
3
£
Total
variable
£
Total
£
Hayleigh Lupino 409,773 13,500 12,293 – 435,566 287, 619 90,362 377, 9 81 813 ,54 7
Justin Platt 434,783 13,054 5,797 – 453,634 380,342 – 380,342 833,976
Andrew Andrea 83,457 2,344 2,504 – 88,305 58,578 113,599 172 ,177 260,482
1. Private medical insurance benefits are unchanged, but premiums may vary from year to year. Benefits include a car allowance, private medical
insurance and life assurance.
2. Executive Directors receive a pension contribution of 3% of salary, in line with the wider workforce.
3. LTIP values included in the Total remuneration payable for the period ended 28 September 2024 comparative figures have been updated to
reflect the actual market value of the LTIP awards that vested on 6 December 2024, of £0.428. The share price was £0.6705 at the time of grant
of the award. Therefore, none of the value of the award is due to share price appreciation.
Annual bonus FY2025
Performance against the measures to 27 September 2025 is set out below.
Performance metric Weighting
Threshold
(20% of
maximum)
Target
(50% of
maximum)
Maximum
(100%of
maximum) Actual
% of
maximum
opportunity
Revenue 20% £906m £ 919m £932m £897.9m 0%
Group EBITDA 40% £198m £203m £208m £205.1m 28%
Group recurring free cash flow 20% £44m £48m £52m £53.2m 20%
Reputation score 20% 801 805 810 816 20%
Bonus outturn 68%
Bonus awarded 68%
Annual bonus outcome
Executive Director % salary Value £
Deferral into
shares
1
Hayleigh Lupino
2
0 0 N/A
Justin Platt
3
85% 525,300 One third
Stephen Hopson
4
– – –
1. One third of any bonus paid (after tax) will be deferred into shares, which the Director must normally hold for a period of three years.
2. Hayleigh Lupino forfeited any entitlement to an annual bonus in respect of FY2025.
3. Justin Platt was eligible for a maximum bonus opportunity of 125% of salary.
4. Stephen Hopson was appointed with effect from 8 September 2025 and was not eligible for an annual bonus in respect of FY2025.
LTIP awards vesting in respect of performance during FY2025(audited)
The FY2023 LTIP award was granted in December 2022 and the three-year performance period
ended on 27 September 2025.
Performance metric Weighting
Threshold at
25%
Maximum
100% vesting Actual LTIP vesting
Underlying PBT in FY2025 30% £72.0m £87.0m £72.1m 7.5% out of 30%
Net cash flow (three-year aggregate) 30% £130.0m £164.0m £195.5m 30% out of 30%
Return on Capital Employed¹
(three-year average)
20% 6.5% 7.3% 6.9% 12.5% out of 20%
TSR vs FTSE 250 (excluding Investment
Trusts)
20% Median Upper quartile Below median 0% out of 20%
Total outcome 50% out
of100%
maximum
1. ROCE: calculation average capital employed over 5 years. ROCE is underlying EBIT exclusive of income from associates expressed as a
percentage of capital employed.
The December 2022 awards will vest in December 2025, with the shares subject to a two-year
holding period.
Former Executive Directors
Number of
shares granted
Number of
shares due to vest Total £
2
Andrew Andrea
3
2,036,176 481,074 192,430
Hayleigh Lupino
4
1,085,960 0 0
1. The share price was £0.381 at the time of the award, compared to the three-month average share price of £0.40 to 27 September 2025.
Therefore, 4.99% of the value of the award is due to share price appreciation.
2. Value of shares based on a three-month average share price of £0.40 to 27 September 2025.
3. The number of shares due to vest has been pro-rated to reflect the period of service during the performance period for the award.
4. Hayleigh Lupino’s December 2022 LTIP award lapsed in full on 30 September 2025 when her employment with the Company ended.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 47
Annual report on remuneration continued
Executive Directors continued
LTIP awards granted during FY2025 (audited)
The following LTIP awards were granted on 5 December 2024 as nil-cost options.
Percentage
of salary
Number of nil-cost
options granted
1
Face value
at grant
% of award
vesting at
threshold
Hayleigh Lupino
2
125 % 1,225,511 £527,582 25%
Justin Platt 150% 2,153,310 £927,000 25%
1. Calculated using the mid-market share price at date of grant of £0.4305.
2. Hayleigh Lupino’s award lapsed on 30 September 2025, when her employment with the Group ended.
3. The performance period for this award comprises the FY2025-FY2027 financial periods. The holding period for this award comprises the
FY2028 and FY2029 financial periods.
The awards will vest subject to the satisfaction of performance metrics set out below:
Measure Weighting
Threshold
(25% vest)
Maximum
(100% vest)
Underlying PBT in FY2027 40% £80m £100m
Operating margin 30% 17.2% 19%
Relative TSR vs FTSE SmallCap (excluding Investment Trusts) 30% Median Upper quartile
1. Straight-line vesting applies between threshold and maximum.
Non-executive Directors
Total remuneration (Chair and Non-executive Directors) (audited)
Base
fee
£
Committee
Chair
£
SID
£
FY2025
Total
£
FY2024
Total
£
Bridget Lea 60,646 – – 60,646 58,880
Ken Lever 220,000 – – 220,000 51, 014
Octavia Morley 60,646 10,927 10,927 82,500 80,098
Rachel Osborne 60,646 10,927 – 71, 573 48,088
Nick Varney 60,646 – – 60,646 58,880
1. The maximum authority for Non-executive Directors’ fees (in aggregate), as outlined in our Articles of Association, is £750,000 a year, as
approved by shareholders at our 2017 AGM.
Interests in ordinary shares (audited)
The beneficial interests of the Non-executive Directors and their connected persons in the share
capital of the Company are shown below:
As at
27 September
2025
As at
28 September
2024
Bridget Lea 86,703 86,703
Octavia Morley 25,000 25,000
Ken Lever 280,000 280,000
Rachel Osborne 141,067 141,067
Nick Varney 317,882 317,882
Payments for loss of office and to past Directors (audited)
No payments were made for loss of office or to past Directors during the reporting year.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 48
Annual report on remuneration continued
Total shareholder return chart and CEO remuneration history
The graph below shows the value, at 27 September 2025, of £100 invested in the Company on
5October 2015 compared to the value of £100 invested in the FTSE All Share Index. The FTSE All
Share Index has been selected as a comparator because the Company is a member of that index.
Total remuneration of the CEO over the past 10 financial periods is shown below. The annual
bonus payout and LTIP vesting level as a percentage of the maximum opportunity are also shown.
Year Name
1
Total
remuneration
£
Annual bonus
(% maximum)
LTIP vesting
(% of maximum)
FY2025 Justin Platt 1,179,933 68% N/A
FY2024 Justin Platt 833,976 70.19% N/A
FY2023 Andrew Andrea 656,725 0% 0%
FY2022 Andrew Andrea 783,654 14 % 40%
FY2021 Ralph Findlay 711 , 612 0% 0%
FY2020 Ralph Findlay 592,423 0% 0%
FY2019 Ralph Findlay 722,432 0% 0%
2
FY2018 Ralph Findlay 807,665 17.7% 0%
FY2017 Ralph Findlay 803,303 20% 0%
FY 2016 Ralph Findlay 1,008,320 40% 21 %
1. Justin Platt was appointed as CEO and a Director with effect from 10 January 2024. Andrew Andrea stepped down as CEO and as a Director
with effect from 17 November 2023, having been appointed as CEO from 3 October 2021. Ralph Findlay stepped down from the Board and
retired from the Group as CEO on 2 October 2021.
2. The performance conditions were achieved at a level such that 11.2% of the 2016/17 LTIP would have vested. However, the Executive Directors
waived their rights to this award.
5 Oct
2015
30 Sep
2016
29 Sep
2017
28 Sep
2018
27 Sep
2019
2 Oct
2020
1 Oct
2021
30 Sep
2022
29 Sep
2023
27 Sep
2024
26 Sep
2025
250
200
150
100
50
0
£
Marston’s TSR FTSE All Share TSR
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 49
Annual report on remuneration continued
Change in remuneration of Directors’ and employee pay
The table below shows the percentage change in the Directors’ salary, benefits and annual bonus over the last five financial years. This is then compared to the wider workforce. It was agreed that all
employees of the Group should be included in the comparison. Marston’s PLC does not have any direct employees, as all employees within the Group are employed by a wholly owned subsidiary
company, Marston’s Trading Limited.
Current Directors Former Director
Wider workforce Justin Platt Stephen Hopson
2
Ken Lever Bridget Lea Octavia Morley Rachel Osborne Nick Varney Hayleigh Lupino
Salary/fees
1
FY2025 and FY2024 6.8% 3% N/A 0% 3% 3% 3% 3% 3%
FY2024 and FY2023 8.1% N/A N/A N/A 3% 3% N/A 3% 3%
FY2023 and FY2022 4.7% N/A N/A N/A 3% 3% N/A 3% 3%
FY2022 and FY2021 11.1% N/A N/A N/A 2.7% 8.7% N/A N/A N/A
FY2021 and FY2020 2.9% N/A N/A N/A 0% 0% N/A N/A N/A
Taxable benefits
3
FY2025 and FY2024 See note 3 0% N/A – – – – – 0%
FY2024 and FY2023 See note 3 N/A N/A – – – – – 0%
FY2023 and FY2022 See note 3 N/A N/A – – – – – 0%
FY2022 and FY2021 See note 3 N/A N/A – – – – – N/A
FY2021 and FY2020 See note 3 N/A N/A – – – – – N/A
Annual bonus FY2025 and FY2024 (3.8%) 38.1%
4
N/A – – – – – N/A
FY2024 and FY2023 See note 5 N/A N/A – – – – – 100%
FY2023 and FY2022 See note 5 N/A N/A – – – – – N/A
FY2022 and FY2021 See note 5 N/A N/A – – – – – N/A
FY2021 and FY2020 See note 5 N/A N/A – – – – – N/A
1. Salary/fee reviews for the Executive Directors, Non-executive Directors and salaried workforce are effective 1 October. However, whilst Marston’s accounting reference date is 30 September, the Group reports on a 52-week basis and, therefore, the period end date changes from year to year. The year-on-year
comparisons in the table above are based on the salaries/fees applying with effect from 1 October. Average employee change to salary is calculated by reference to the mean of employee pay. The majority of pub-based employees have their remuneration set by statute rather than the market.
2. Where the incumbent did not serve for the full year, the calculation has not been made as it is unrepresentative. Stephen Hopson was appointed CFO effective 8 September 2025.
3. No changes to benefits policy. Premiums for private medical insurance may vary from year to year. Eligibility to receive the individual benefits under the policy may be determined by an employee’s role or length of service, where applicable.
4. The bonus earned by Justin Platt, in respect of FY2024, was on a pro-rata basis due to joining part way through the year. The bonuses earned for FY2024 and FY2025 were calculated with reference to the base salary for the relevant FY. Whilst there has been an increase in the cash bonus amount,
thepercentage outturn for FY2025 of 68% was (3.1%) lower than 70.19% in respect of FY2024.
5. No bonuses were payable in respect of FY2023, based on Group performance, (with the exception of operational bonuses and discretionary payments earned by a small number of employees), therefore a comparison with bonuses earned in respect of FY2024 is not meaningful. This also applies to
comparisons between FY2023, FY2022, FY2021 and FY2020.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 50
Annual report on remuneration continued
CEO pay ratio
The tables below show how the CEO’s single total figure of remuneration compares with the
equivalent figures for UK employees whose remuneration was ranked at the 25th percentile, 50th
percentile and 75th percentile.
Year Method
25th percentile
pay ratio
50th percentile
pay ratio
75th percentile
pay ratio
FY2025 Option B 54:1 50:1 47:1
FY2024
1
Option B 56:1 52:1 49:1
FY2023 Option B 36:1 34:1 31:1
FY2022 Option B 46:1 45:1 40:1
FY2021 Option B 47:1 44:1 43:1
1. The CEO pay ratio for FY2024 was calculated based on the aggregate pay of Justin Platt and Andrew Andrea.
Component
CEO
£
25th percentile
£
50th percentile
£
75th percentile
£
Base salary 618,000 21,944 23,795 25,293
Total remuneration 1,179,933 21,944 23,795 25,293
We have chosen Option B which uses the hourly rate data from the most recent Gender Pay Gap
reporting. This represents the most efficient and robust method to determine the respective pay
ratios. The 2025 gender pay gap data is used to identify the employees falling at the relevant
percentile. Total remuneration is then calculated for FY2025. To ensure year-on-year methodology
and reporting is consistent, we have removed any variances in the total remuneration package for
employees sitting at each of the percentiles as, for example, not all employees contribute to a
pension scheme or receive a bonus. Necessary adjustments are then made to ensure that the 25th,
median and 75th percentile employees are reasonably representative for FY2025. The employee
percentiles were determined by reference to 5 April 2025.
A substantial proportion of the CEO’s total remuneration is performance-related and delivered
inshares. The ratios will depend significantly on the CEO’s annual bonus and long-term incentive
outcomes and may fluctuate year-on-year. The Company considers the median pay ratio is
consistent with the Group’s wider policies on employee pay, reward and progression.
Relative importance of spend on pay
The table below demonstrates the relative importance of the Group’s expenditure on total
employee pay compared to dividend payments to shareholders.
FY2025 FY2024 % change
Dividend payments
1
£0m £0m –
Total employee pay
2
£199.5m £208.8m (4.45%)
1. No distributions by way of share buybacks were made to shareholders during the FY2025 or FY2024 financial years.
2. Excluding non-underlying items.
External appointments for Executive Directors
Executive Directors are permitted to take up external appointments, subject to approval by the
Board, and are allowed to retain any fees received.
Executive Directors’ share interests (audited)
Each Executive Director is required to build and retain a shareholding with a value equal to two
times salary. To achieve these holdings under the current Policy, Directors are required to retain
50% of the net of tax shares they receive under the annual bonus and LTIP, until the guidelines are
satisfied. Shares subject to vested LTIP awards which are in a holding period count towards this
guideline (on a net of assumed tax basis) and deferred bonus shares also count towards the
shareholding guideline.
As at 27 September 2025, Justin Platt held shares worth 31% of base salary, Stephen Hopson
held 0% of base salary and Hayleigh Lupino held 35% of base salary in shares.
In assessing the extent to which the guidelines are satisfied, shares are valued at the end of the
relevant financial period. Once the required holding has been achieved, any change in the share
price is disregarded when assessing the value attributed to shares already held.
Executive Directors’ share interests as at 27 September 2025
Shares owned outright
1
Share options
2
Not subject to performance Subject to performance
Executive
Director
At 27
September
2025
At 28
September
2024 Unvested
Vested
but
unexercised Unvested
Vested
but
unexercised
Shareholding
requirement
(% of salary)
Actual %
of salary
holding
Hayleigh
Lupino 373,800 198,517 – 40,909
3
4,068,768 211, 12 6 200% 35%
Justin Platt 495,786 347,886 – – 5,435,361 – 200% 31 %
Stephen
Hopson – – – – – – 200% 0%
1. The table above includes the holdings of persons connected with each of the Directors.
2. All scheme interests are structured as nil-cost or tax-advantaged options.
3. The 40,909 vested share options are Sharesave options.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 51
Annual report on remuneration continued
Executive Directors’ share interests (audited) continued
Executive Directors interests in share options as at 27 September 2025
Grant date
1
Brought forward
28 September 2024 Granted
Exercised
/vested Cancelled /lapsed
Carried forward
27 September 2025
Exercise price
£ Vesting date Release date
7
Hayleigh Lupino LTIP 2019
2
17,550 – 17,550 – – Nil 2022 2024
Dec 2021
3
720,078 – 211, 126 508,952 211,126 Nil 2024 2026
2022
4
1,085,960 – – – 1,085,960 Nil N/A N/A
Mar 2024
5
1,552,169 – – – 1,552,169 Nil N/A N/A
205,128 – – – 205,128 0.2925 N/A N/A
Dec 2024
6
_ 1,225,511 – – 1,225,511 Nil N/A N/A
Sharesave June 2022 40,909 – – – 40,909 0.44 2025 N/A
Justin Platt LTIP Mar 2024
5
3,076,923 – – – 3,076,923 Nil 2026 2028
205,128 – – – 205,128 0.2925 2026 2028
Dec 2024
6
– 2,153,310 – – 2,153,310 Nil 2027 2029
1. Awards granted annually in December, unless otherwise stated.
2. The performance conditions applying to the FY2020 LTIP are set out on page 67 of the 2020 Directors’ Remuneration Report.
3. The performance conditions applying to the FY2022 LTIP are set out on page 67 of the 2021 Directors’ Remuneration Report.
4. The performance conditions applying to the FY2023 LTIP are set out on page 94 of the 2022 Directors’ Remuneration Report.
5. The performance conditions applying to the FY2024 LTIP are set out on page 70 of the 2023 Directors’ Remuneration Report.
6. The performance conditions applying to the FY2025 LTIP are set out on page 47 in this report.
7. The exact release date will be confirmed when the date of the relevant preliminary results announcement is known and the associated closed
period ends.
8. The aggregate gain for Hayleigh Lupino in the year from the exercise of awards granted under the Long Term Incentive Plan in December 2019
was £7,608 based on the share price on the date of exercise of £0.4335. Hayleigh retained all of the resulting shares. Hayleigh will retain the
vested December 2021 LTIP award, in accordance with the rules of the scheme, until the normal release date. The post-employment shareholding
requirement will apply to any shares acquired on the exercise of this award. Outstanding unvested awards under the Long Term Incentive Plan
lapsed on 30September 2025.
9. Stephen Hopson was appointed to the Board on 8 September 2025. As at the date of this report, no share options have been granted to Stephen.
There have been no further changes to the Directors’ share interests and interests in share options
between 27 September 2025 and 21 November 2025 (being the latest practical date prior to
the date of this report).
Implementation of the Policy in FY2026
The section below sets out the implementation of the Policy in FY2026 which has been set in line
with the Policy to be put to shareholders at the 2026 AGM.
Base salary
As set out in the Chair’s annual statement on page 37, a 2.4% increase has been applied to the
CEO’s base salary. No increase has been applied to the CFO’s base salary due to time in role.
Base salary
FY2025
£
Base salary
FY2026
£
Stephen Hopson 375,000 375,000
Justin Platt 618,000 633,000
Annual bonus
Bonus opportunities for the CEO (up to 125% of salary) and CFO (up to 100% of salary) are
unchanged from the previous year.
As set out in the Chair’s annual statement, the bonus structure remains unchanged with an 80:20
split between financial and non-financial metrics, all aligned to the key elements of our pub
operating model.
Operating model element Performance measure % weighting for FY2026
Revenue growth Revenue 20%
Cost efficiency EBITDA 40%
Recurring free cash flow 20%
Guest satisfaction Reputation score 20%
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 52
Annual report on remuneration continued
Implementation of the Policy in FY2026 continued
Annual bonus continued
The Directors consider that the annual bonus targets for FY2026 are commercially sensitive. The
Committee will continue to disclose how the bonus payout delivered relates to performance
against the targets in next year’s report. Whilst performance measures are unchanged, the
Reputation score will move from an end of year score to an average score over the financial year.
One third of any bonus paid will be deferred into shares which must be held for three years.
LTIP
LTIP grant levels will remain unchanged, with the CEO receiving an LTIP grant of 150% of base
salary and the CFO an LTIP grant of 125% of base salary.
The extent to which the LTIP awards will vest will be determined by the performance measures
listed below:
Weighting
Threshold
25% vesting
Maximum
100% vesting
Underlying Profit Before Tax in FY2028 40% £87m £118m
Operating margin 30% 18.2% 19.6%
Relative Total Shareholder Return vs FTSE SmallCap (excl. the
following sectors: Oil, Gas and Coal, Basic Resources, Banks,
Financial Services and Investment Trusts) 30% Median Upper quartile
1. Straight line vesting applies between threshold and maximum.
New CFO – Replacement awards in respect of awards forfeited from previous
employment
Stephen Hopson will be granted buyout awards following his appointment as CFO to replace
awards forfeited from his previous employment upon leaving. An overview of the awards to be
granted is provided below, with further details to be provided in next year’s report once the
awards have been granted.
Stephen has foregone his annual bonus for the period of time worked at his previous employer
during FY2025 and has also forfeited his deferred bonus and outstanding LTIP awards. In line
with our recruitment policy and as part of the discussions regarding Stephen joining, the
Committee agreed to replicate the FY2025 bonus foregone, deferred bonus and LTIP awards
being forfeited as closely as possible, taking into account the nature of the deferred remuneration
forfeited, the performance conditions, the expected value and the time over which they would
have vested or been paid.
As such, the FY2025 annual bonus foregone at his previous employer will be payable on the
basis that the original financial targets are achieved, subject to the same cash and deferred
shares mix as per the policy at his previous employer.
Stephen’s deferred bonus awards will be replaced with Marston’s shares, to be held beneficially,
and subject to the equivalent holding period that applied to the original awards.
Stephen’s forfeited FY2023 and 2024 LTIP awards will be replaced with equivalent awards
granted under the Marston’s PLC LTIP, based on the value of the original awards. These awards
will vest on the same date as his original 2023 and 2024 Topps Tiles plc LTIP awards would have
vested, subject to the original performance conditions and will be subject to two-year post-vesting
holding periods. Clawback will also apply, if circumstances at his former employer give rise to
clawback at that company. With regards to his forfeited 2025 Topps Tiles plc LTIP award,
Stephen will not receive a replacement award in the same way as his other forfeited LTIP awards
but will instead receive an award under the Marston’s PLC LTIP in 2025, which is subject to the
performance conditions set out on page 47 of this report.
We have ensured that all of the buyout arrangements are strictly like-for-like and are no more
than necessary to ensure Stephen’s successful recruitment.
Non-executive Director remuneration
A 2.4% increase has been applied to the base fee, and additional fees, for Non-executive
Directors (in line with the increase for the CEO and that of the wider salaried workforce). The fees
that apply from 1 October 2025 are set out below.
FY2025 FY2026
Chair’s fee £220,000 £225,280
Non-executive Director basic fee £60,646 £62,101
Additional fee for:
Chair of the Audit Committee £10,927 £11,189
Chair of the Remuneration Committee £10,927 £11,189
Senior Independent Director £10,927 £11,189
Approval
This Remuneration report was approved by the Board of Directors on 25 November 2025 and
signed on its behalf by the Remuneration Committee Chair.
Octavia Morley
Chair of the Remuneration Committee
25 November 2025
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 53
Directors’ report
This report contains additional information which the Directors are required by law and regulation
to include within the Annual Report and Accounts. This section, along with the information from
the Corporate governance report on page 27 to the Statement of Directors’ responsibilities on
page 56, constitutes the Directors’ report in accordance with the Companies Act 2006.
Reporting requirement Section of the Annual Report and Accounts
Dividends Strategic report on page 12
Board of Directors Pages 29 and 30
Greenhouse gas emissions and carbon reporting Strategic report on page 19 and our Impact Report
Modern Slavery statement Available at marstonspubs.co.uk/responsibility
Financial instruments Note 25 to the Financial statements on pages 93 to 98
Section 172(1) Statement Page 5
Stakeholder engagement Strategic report on pages 14 and 15
Corporate governance statement Page 27
Strategic report Pages 1 to 26
Going concern and Viability statement Note 1 to the Financial statements on page 71
Disclosures Comments
Political donations No donations were made for political purposes in the UK
or EU.
Events after balance sheet No post-balance sheet events were identified at the date
ofthis report.
Employee information
The average number of employees within the Group is shown in Note 5 to the financial statements
on page 81.
We have a responsibility to create and foster safe environments where our teams and guests feel
a sense of belonging, feel respected and feel valued for who they are. We are taking steps to
ensure that everyone feels included. That means creating a culture where we embrace different
perspectives, backgrounds and ideas. Above all, we want our pubs and Pub Support Centre to
be a place where everyone feels like they can be themselves. More information on our People
and inclusion at Marston’s can be found on our website and in our 2025 Impact Report.
Directors’ indemnities and insurance
The Company maintains Directors’ and Officers’ Liability Insurance in respect of legal action that
might be brought against its Directors and Officers. The Company has indemnified each of its
Directors and other Officers of the Group against certain liabilities that may be incurred as a
result of their position. These indemnities were in place for the whole of the period ended
27September 2025, and as at the date of the report. There are no indemnities in place for
thebenefit of the external Auditor.
Directors’ powers
Under the Articles of Association, the Directors have authority to allot ordinary shares subject
tothe aggregate set at the 2025 Annual General Meeting (AGM). The Company was also
givenauthority at its 2025 AGM to make market purchases of ordinary shares up to a maximum
number of 63,418,120 shares. Similar authority will again be sought from shareholders at the
2026 AGM. The powers of the Directors are further described in the Corporate governance
report on pages 27 and 28.
Share capital and shareholder voting rights
As at 21 November 2025, being the last practicable date prior to publication of this Report, the
Company’s issued share capital consisted of 660,362,194 issued ordinary shares. Details of the
Company’s issued share capital and of the movements during the period are shown in Note 28 to
the Financial statements on page 100. The Company has one class of ordinary shares and one
class of preference shares. On a poll vote, ordinary and preference shareholders have one vote
for every 25 pence of nominal value of ordinary and preference share capital heldin relation to
all circumstances at general meetings of the Company. The issued nominal value of the ordinary
shares and preference shares is 100% of the total issued nominal value ofall share capital.
There are no specific restrictions on the size of a holding nor on the transfer of shares, which are
both governed by the general provisions of the Articles of Association and prevailing legislation.
The Directors are not aware of any agreements between holders of the Company’s shares that
may result in restrictions on the transfer of securities or on voting rights.
Details of employee share schemes are set out in Note 27 to the Financial statements on page 99.
Where shares are held on behalf of the Company’s share schemes, the trustees have waived their
right to vote and to dividends. No person has any special rights of control over the Company’s
share capital, and all issued shares are fully paid.
Significant shareholders
Notifications of the following voting interests in the Company’s ordinary share capital have been
received by the Company (in accordance with DTR 5). The information shown was correct at the
time of disclosure. However, the date received may not have been within the current financial
reporting period and the percentages shown (as provided at the time of disclosure) have not been
recalculated based on the issued share capital at the period end. It should also be noted that
these holdings may have changed since the Company was notified, however, notification of any
change is not required until the next notifiable threshold is crossed. Subsequent to the year-end,
Bradley Louis Radoff has disclosed information (in accordance with DTR 5) on 28 October 2025,
disclosing an indirect interest over 5,627,125 voting rights (3.00%).
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 54
Significant shareholders continued
Shareholder
As at
27 September 2025 % of voting rights
Aberforth Partners LLP 20,604,106 11 . 01
HSBC Holdings plc 9,558,166 5.10
Sona Asset Management Limited 9,503,839 5.08
Momentum Global Investment Management Ltd 9,385,993 5.02
The Wellcome Trust Limited 9,385,811 5.02
Dimensional Fund Advisors LLP 9,339,455 4.98
ClearBridge Investments Limited 9,307,805 4.98
The Capital Group Companies, Inc 9,291,379 4.96
Standard Life Aberdeen plc 9,228,860 4.96
Brewin Dolphin 8,392,338 4.93
Bayberry Capital Partners LP 9,195,975 4.91
Sand Grove Capital Management 8,456,440 4.52
Royal London Asset Management Limited 6,794,023 3.99
Preference shares
The Company also discloses the following information as at 27 September 2025, obtained from
the Register of Members, for the preference shares:
Shareholder No. shares % of issued capital
Mrs Heather Mabel Medlock 10,407 13.88
George Mary Allison Limited 5,500 7.33
Fiske Nominees Limited 31,548 42.06
Rulegale Nominees Limited 4,550 6.07
Mrs Helen Michels 2,750 3.67
Mr Richard Somerville 2,750 3.67
Mr Neil Aston and Mr Thomas Alexander Southall 2,855 3.81
CGWL Nominees Limited 2,805 3.74
Mr Nathanael Peter Knowles 4,356 5.81
Change of control
There are a number of agreements that take effect after, or terminate upon, a change of control
ofthe Company, such as commercial contracts, bank loan agreements, property lease arrangements
and employee share plans. None of these are considered to be significant in terms of their likely
impact on the business as a whole. Furthermore, the Directors are not aware of any agreements
between the Company and its Directors or employees that provide for compensation for loss of
office or employment that occurs because of a takeover bid.
Human rights
Marston’s is committed to upholding human rights, as outlined in the United Nations Universal
Declaration of Human Rights, within both its business and supply chain. Our Human Rights Policy
and Food Supplier Charter are available at www.marstonspubs.co.uk. More information can be
also be found in our Impact Report.
Research and development
Our Director of Insights and his team regularly undertake internal research and analysis such as
guest satisfaction surveys and panelling, and work closely with third-party independent data
providers with expertise in retail and hospitality, including CGA and Reputation.
Auditor
The re-appointment of RSM UK Audit LLP has been approved by the Audit Committee. Resolutions
to re-appoint the external Auditor and to authorise the Audit Committee to determine their
remuneration will be proposed at the 2026 AGM.
Disclosure of information to the Auditor
Each Director who held office at the date of the approval of this Directors’ report confirms that:
·
so far as they are aware, there is no relevant audit information of which the Group’s auditor is unaware;
·
each Director has taken all of the relevant steps that they ought to have taken as a Director to
ascertain any relevant audit information and ensure the auditor is aware of such information.
Annual General Meeting (AGM)
The 2026 AGM will be held at The Farmhouse at Mackworth in Derby on Wednesday 28 January 2026
at 10:00 am. Further information can be found in Information for shareholders on page 118 and in
the Notice of Meeting available at www.marstonspubs.co.uk/investors.
By order of the Board
Bethan Raybould
General Counsel & Company Secretary
25 November 2025
Company registration number: 31461
Directors’ report continued
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 55
Statement of Directors’ responsibilities
The Directors are responsible for preparing the
Strategic report and the Directors’ report, the
Directors’ Remuneration report, the separate
Corporate governance statement and the
Financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare
Group and Company financial statements for
each financial year. The Directors have elected
under company law, and are required under
the Listing Rules of the Financial Conduct
Authority, to prepare group financial
statements in accordance with UK-adopted
International Accounting Standards. The
Directors have elected under company law to
prepare the Company financial statements in
accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom
Accounting Standards and applicable law),
including FRS 102 ‘The Financial Reporting
Standards applicable in the United Kingdom
and Republic of Ireland’ (FRS 102).
The Group financial statements are required by
law and UK-adopted International Accounting
Standards to present fairly the financial
position and performance of the Group; the
Companies Act 2006 provides in relation to
such financial statements that references in the
relevant part of that Act to financial statements
giving a true and fair view are references to
their achieving a fair presentation.
Under company law the Directors must not
approve the financial statements unless they
are satisfied that they give a true and fair view
of the state of affairs of the Group and the
Company and of the profit or loss of the Group
for that period. In preparing each of the Group
and Company financial statements, the
Directors are required to:
a) select suitable accounting policies and then
apply them consistently;
b) make judgements and accounting estimates
that are reasonable and prudent;
c) for the Group financial statements, state
whether they have been prepared in
accordance with UK-adopted International
Accounting Standards;
d) for the Company financial statements, state
whether applicable UK accounting standards
have been followed, subject to any material
departures disclosed and explained in the
Company financial statements; and
e) prepare the financial statements on the
going concern basis unless it is inappropriate
to presume that the Group and the Company
will continue in business.
The Directors are responsible for keeping
adequate accounting records that are sufficient
to show and explain the Group’s and the
Company’s transactions and disclose with
reasonable accuracy at any time the financial
position of the Group and the Company and
enable them to ensure that the financial
statements and the Directors’ remuneration
report comply with the Companies Act 2006.
They are also responsible for safeguarding
theassets of the Group and the Company
andhence for taking reasonable steps for
theprevention and detection of fraud and
other irregularities.
Directors’ statement pursuant
to the Disclosure and
Transparency Rules
Each of the Directors, whose names
andfunctions are listed on pages 29
and30,confirm that, to the best of each
person’s knowledge:
a) the financial statements, prepared in
accordance with the applicable set of
accounting standards, give a true and fair
view of the assets, liabilities, financial
position and profit or loss of the Company
and the undertakings included in the
consolidation taken as a whole; and
b) the Strategic report/Directors’ report
contained in the Annual Report includes
afair review of the development and
performance of the business and the
position of the Company and the
undertakings included in the consolidation
taken as a whole, together with a
description of the principal risks and
uncertainties that they face.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Marston’s PLC website.
Legislation in the United Kingdom governing
the preparation and dissemination of financial
statements may differ from legislation in
otherjurisdictions.
The Directors consider the Annual Report and
Accounts, taken as a whole, is fair, balanced
and understandable and provides the
information necessary for shareholders to
assess the Group’s and the Company’s position,
performance, business model and strategy.
Justin Platt Stephen Hopson
Chief Executive Chief Financial
Officer Officer
25 November 2025
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 56
Independent auditor’s report
To the members of Marston’s PLC
Opinion
We have audited the financial statements of Marston’s PLC (the ‘parent company’) and its
subsidiaries (the ‘group’) for the 52 week period ended 27 September 2025 which comprise the
Group Income Statement, Group Statement of Comprehensive Income, Group Cash Flow
Statement, Group Balance Sheet, Group Statement of Changes in Equity, Company Balance
Sheet, Company Statement of Changes in Equity and notes to the financial statements, including
significant accounting policies. The financial reporting framework that has been applied in the
preparation of the group financial statements is applicable law and UK-adopted International
Accounting Standards. The financial reporting framework that has been applied in the
preparation of the parent company financial statements is applicable law and United Kingdom
Accounting Standards including Financial Reporting Standard 102 “The Financial Reporting
Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted
Accounting Practice).
In our opinion:
·
the financial statements give a true and fair view of the state of the group’s and of the parent
company’s affairs as at 27 September 2025 and of the group’s profit for the year then ended;
·
the group financial statements have been properly prepared in accordance with UK-adopted
International Accounting Standards;
·
the parent company financial statements have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting Practice; and
·
the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report. We are
independent of the group and parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard
as applied to listed public interest entities and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Summary of our audit approach
Key audit matters Group
·
Valuation of freehold and effective freehold land and buildings
Parent Company
No key audit matters noted
Materiality Group
·
Overall materiality: £8,080,000 (2024: £8,050,000)
·
Performance materiality: £6,060,000 (2024: £5,635,000)
Parent Company
·
Overall materiality: £15,300,000 (2024: £14,730,000)
·
Performance materiality: £11,400,000 (2024: £10,300,000)
Scope Our audit procedures covered 100% of revenue, 100% of total assets and
100% of profit before tax.
Key audit matter
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the group and parent company financial statements of the current period and
include the most significant assessed risks of material misstatement (whether or not due to fraud)
we identified, including those which had the greatest effect on the overall audit strategy, the
allocation of resources in the audit and directing the efforts of the engagement team. The matter
identified was addressed in the context of our audit of the group and parent company financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on this matter.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 57
Independent auditor’s report continued
To the members of Marston’s PLC
Valuation of effective freehold land and buildings
Key audit matter
description
The effective freehold land and buildings within the group’s property
estate are held under the valuation model with a carrying value of
£1,786.8m at the period end (2024: £1,661.7m) as disclosed in note 11
of the financial statements.
The valuation estimation involves the determination of key inputs for each
property in the estate, being fair maintainable trade (FMT) and an
applicable market multiple.
Management have appointed an external expert to provide a formal
revaluation of the property estate.
Relatively small changes in these assumptions could have a significant
effect on the valuation and resulting strength of the group’s balance sheet.
Due to the potential for management bias in the determination of the key
assumptions used to value the group’s estate, which could result in a
potential range of reasonable outcomes greater than our materiality for
the financial statements as a whole, we identified a significant risk in
respect of the valuation of the effective freehold land and buildings.
How the matter
wasaddressed in
theaudit
Our main audit procedures included the following. We:
·
Obtained an understanding of the group’s valuation approach,
including key assumptions, methodologies and data inputs, and
assessed the design and implementation of management’s
reviewcontrols.
·
Critically assessed the independence, professional qualifications,
competence and experience of both the external valuer engaged by
the group, and the key management personnel involved in the
valuation process.
·
Designed a risk-based approach, in conjunction with our own
external property expert, to identify a sample of properties within the
valuation which represented a heightened risk of material
misstatement due to the potential for management bias. The valuation
of these properties was challenged, and we obtained explanations
and supporting documentation from management to understand the
rationale for these valuations for both trading expectations which
informed FMT, and for market multiples.
How the matter
wasaddressed in
theaudit continued
·
Obtained the underlying trading data used to determine FMT and
tested the reliability of this for a sample of properties, vouching inputs
to source documentation and records.
·
Instructed our auditor’s expert to:
·
review the group’s approach and valuation policy;
·
review our risk assessment process and property selection;
·
perform an inspection and assessment of the valuation assumptions
for a sample of properties and perform a comparison to
management’s valuation estimates;
·
benchmark market multiples ranges used; and
·
consider significant changes in the market in the intervening period
from the valuation date.
·
Obtained and reviewed management’s year end assessment of whether
the property valuation and therefore carrying value of effective freehold
land and buildings had materially changed between the valuation date
(29 June 2025) and end of the financial period (27 September 2025).
·
Evaluated the appropriateness and accuracy of management’s
accounting entries in respect of the third-party valuations.
·
Evaluated the completeness and accuracy of disclosures, including
disclosure of estimation uncertainty.
Key observations We did not identify any material issues within our testing. Overall we
were satisfied with the valuation of the property estate.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 58
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine
the nature, timing and extent of our audit procedures. When evaluating whether the effects of
misstatements, both individually and on the financial statements as a whole, could reasonably
influence the economic decisions of the users we take into account the qualitative nature and
thesize of the misstatements. Based on our professional judgement, we determined materiality
asfollows:
Group Parent company
Overall materiality £8,080,000 (2024: £8,050,000) £15,300,000 (2024: £14,730,000)
Basis for
determining
overall materiality
0.9% of Revenue 1% of Total assets
Rationale for
benchmarkapplied
Revenue is a stable primary
performance measure for the
usersof the financial statements to
review the financial performance
of the Group.
Total assets is considered to be the
most appropriate benchmark for
the parent company.
Performance
materiality
£6,060,000 (2024: £5,635,000) £11,400,000 (2024:
£10,300,000)
Basis for
determining
performance
materiality
75% of overall materiality 75% of overall materiality
Reporting of
misstatements to
the Audit
Committee
Misstatements in excess of
£404,000 and misstatements
below that threshold that, in our
view, warranted reporting on
qualitative grounds.
Misstatements in excess of
£765,000 and misstatements
below that threshold that, in our
view, warranted reporting on
qualitative grounds.
An overview of the scope of our audit
The group consists of two components, located in the United Kingdom and Guernsey. The full
scope audit of one component provided coverage of 100% of revenue, total assets and profit
before tax. Specific audit procedures were undertaken on the remaining component.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate. Our
evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to
adopt the going concern basis of accounting included:
·
Reviewing management’s approved board paper which set out the going concern basis, key
forecasting assumptions, sensitivities and conclusion;
·
Involved financial modelling specialists to check the integrity and reliability of the going
concern model;
·
Obtaining copies of management’s forecasts, downside sensitivity analysis and reverse stress
test for the Group and checked the mathematical accuracy of the forecasts in arriving at
liquidity and covenant headroom;
·
Obtaining copies of the new financing agreements and checking the calculation of the
availability of revised facilities and available covenant headroom to the Group and parent
company during the going concern assessment period;
·
Comparing the historical forecasts to actual trading results to assess the reliability of
forecasting;
·
Performing procedures on the key assumptions. This included comparing forecasts to historical
actuals for both the company and the sector, obtaining independent current sector trends and
forecast economic information, including consensus on consumer spending;
·
Recalculating the required deterioration in forecasts to trigger a breach incovenants and
assessing the likelihood of this happening taking into account our assessment of the
assumptions and available mitigating actions; and
·
Reviewing the disclosure and details of any significant events subsequent to the balance sheet
date impacting liquidity and assessing the impact on available cash and covenant headroom.
Based on the work we have performed, we have not identified any material uncertainties relating
to events or conditions that, individually or collectively, may cast significant doubt on the group’s
or the parent company’s ability to continue as a going concern for a period of at least twelve
months from when the financial statements are authorised for issue.
In relation to the entity reporting on how they have applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to in relation to the directors’ statement in the
financial statements about whether the directors considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
Independent auditor’s report continued
To the members of Marston’s PLC
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 59
Other information
The other information comprises the information included in the annual report other than the
financial statements and our auditor’s report thereon. The directors are responsible for the other
information contained within the annal report. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained in
the course of the audit or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If, based
on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
·
the information given in the Strategic Report and the Directors’ Report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
·
the Strategic Report and the Directors’ Report have been prepared in accordance with
applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their
environment obtained in the course of the audit, we have not identified material misstatements in
the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies
Act 2006 requires us to report to you if, in our opinion:
·
adequate accounting records have not been kept by the parent company, or returns adequate
for our audit have not been received from branches not visited by us; or
·
the parent company financial statements and the part of the directors’ remuneration report to
be audited are not in agreement with the accounting records and returns; or
·
certain disclosures of directors’ remuneration specified by law are not made; or
·
we have not received all the information and explanations we require for our audit.
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 parent company’s compliance
with the provisions of the UK Corporate Governance Code specified for our review by the
ListingRules.
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 and our knowledge obtained during the audit:
·
Directors’ statement with regards the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out on page 13;
·
Directors’ explanation as to their assessment of the group’s prospects, the period this
assessment covers and why the period is appropriate set out on page 26;
·
Directors’ statement on whether it has a reasonable expectation that the group will be able to
continue in operation and meets its liabilities set out on page 26;
·
Directors’ statement on fair, balanced and understandable set out on page 56;
·
Board’s confirmation that it has carried out a robust assessment of the emerging and principal
risks set out on page 22;
·
Section of the Annual Report that describes the review of effectiveness of risk management
and internal control systems set out on page 20; and,
·
Section describing the work of the audit committee set out on page 33.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 56, the
directors are responsible for the preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and
the parent company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Independent auditor’s report continued
To the members of Marston’s PLC
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 60
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
theeconomic decisions of users taken on the basis of these financial statements.
The extent to which the audit was considered capable
ofdetecting irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations. The objectives of our
audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and
regulations that have a direct effect on the determination of material amounts and disclosures in
the financial statements, to perform audit procedures to help identify instances of non-compliance
with other laws and regulations that may have a material effect on the financial statements, and to
respond appropriately to identified or suspected non-compliance with laws and regulations
identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material
misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit
evidence regarding the assessed risks of material misstatement due to fraud through designing
and implementing appropriate responses and to respond appropriately to fraud or suspected
fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those charged with
governance, to ensure that the entity’s operations are conducted in accordance with the
provisions of laws and regulations and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including
fraud, the group audit engagement team:
·
obtained an understanding of the nature of the industry and sector, including the legal and
regulatory frameworks that the group and parent company operate in and how the group and
parent company are complying with the legal and regulatory frameworks;
·
inquired of management, and those charged with governance, about their own identification
and assessment of the risks of irregularities, including any known actual, suspected or alleged
instances of fraud;
·
discussed matters about non-compliance with laws and regulations and how fraud might occur
including assessment of how and where the financial statements may be susceptible to fraud
having obtained an understanding of the overall control environment.
The most significant laws and regulations were determined as follows:
Legislation/Regulation Additional audit procedures performed by the Group audit engagement team included:
IFRS/FRS 102
and Companies
Act 2006/
ListingRules
Review of the financial statement disclosures and testing to supporting
documentation.
Review of correspondence with regulators where any has been received
and action taken by the Group as a result of this correspondence.
Completion of disclosure checklists to identify areas of non-compliance.
Tax compliance
regulations
Input from a tax specialist in relation to current and deferred taxes on
property related matters.
Review of correspondence with tax authorities where any has been received.
Consideration of whether any matter identified during the audit required
reporting to an appropriate authority outside the entity.
Food Safety/
Employment
law/Pubs code/
Health and
Safety
regulations
ISAs limit the required audit procedures to identify non-compliance with
these laws and regulations to inquiry of management and where
appropriate, those charged with governance (as noted above) and
inspection of legal and regulatory correspondence, if any. We have
completed these procedures which included discussions with the group’s
legal counsel.
The areas that we identified as being susceptible to material misstatement due to fraud were:
Risk Audit procedures performed by the audit engagement team:
Revenue
recognition
A selection of transactions posted to nominal ledger codes outside of the
normal revenue cycle were identified using a data analytic tool and
support was obtained to verify the transaction identified.
Management
override of
controls
Testing the appropriateness of journal entries and other adjustments
selected using data analytics to determine a risk based sample;
Assessing whether the judgements made in making accounting estimates
are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are
unusual or outside the normal course of business.
Independent auditor’s report continued
To the members of Marston’s PLC
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 61
The extent to which the audit was considered capable of
detecting irregularities, including fraud continued
A further description of our responsibilities for the audit of the financial statements is located on
the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities.
Thisdescription forms part of our auditor’s report.
Other matters which we are required to address
Following the recommendation of the audit committee, we were appointed by the board of
Directors on 31 January 2024 to audit the financial statements for the period ending 28
September 2024 and subsequent financial periods.
The period of total uninterrupted consecutive appointments is two years, covering the periods
ending 28 September 2024 to 27 September 2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group
or the parent company and we remain independent of the group and the parent company in
conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee in accordance
with ISAs (UK).
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.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency
Rules, these financial statements form part of the Annual Financial Report prepared in Extensible
Hypertext Markup Language (XHTML) format and filed on the National Storage Mechanism of
the UK FCA. This auditor’s report provides no assurance over whether the annual financial report
has been prepared in XHTML format.
Ian Wall
(Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP , Statutory Auditor
Chartered Accountants
103 Colmore Row
Birmingham
B3 3AG
25 November 2025
Independent auditor’s report continued
To the members of Marston’s PLC
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 62
Group income statement
For the 52 weeks ended 27 September 2025
2025 | 2024 | ||||||
| Non- | Non- | ||||||
underlying 1 | underlying 1 | ||||||
Underlying 1 | (note 4) | Total | Underlying 1 | (note 4) | Total | ||
| Note | £m | £m | £m | £m | £m | £m | |
Revenue | 3 | ||||||
Net operating expenses | 3 | ( | ( | ( | ( | ||
Operating profit | |||||||
Finance costs | 6 | ( | ( | ( | ( | ||
Finance income | 6 | ||||||
Interest rate swap movements | 4, 6 | ( | ( | ( | ( | ||
Net finance costs | 4, 6 | ( | ( | ( | ( | ( | ( |
Profit/(loss) before taxation | ( | ||||||
Taxation | 4, 7 | ( | ( | ( | |||
Profit/(loss) for the period from continuing operations | ( | ||||||
| Discontinued operations | |||||||
Profit/(loss) for the period from discontinued operations | 4, 8 | ( | ( | ||||
Profit/(loss) for the period attributable to equity shareholders | ( | ( |
The results for the current period reflect the 52 weeks ended 27 September 2025 and the results for the prior period reflect the 52 weeks ended 28 September 2024.
Earnings/(loss) per share: Note
| 2025 | 2024 | ||
| p | p | ||
Basic earnings/(loss) per share | 9 | ||
Total | ( | ||
Continuing | |||
Discontinued | ( | ||
Basic underlying 1 earnings per share | 9 | ||
Total | |||
Continuing | |||
Discontinued | |||
Diluted earnings/(loss) per share | 9 | ||
Total | ( | ||
Continuing | |||
Discontinued | ( | ||
Diluted underlying 1 earnings per share | 9 | ||
Total | |||
Continuing | |||
Discontinued |
1. Alternative performance measures (APMs) are defined and reconciled to a statutory equivalent in the Additional information section on pages 114 to 117.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 63
Group statement of comprehensive income
For the 52 weeks ended 27 September 2025
| 2025 | 2024 | |
| £m | £m | |
Profit/(loss) for the period | ( | |
| Items of other comprehensive income that may subsequently bereclassified to profit or loss | ||
Gains/(losses) arising on cash flow hedges | ( | |
Transfers to the income statement on cash flow hedges | ||
Other comprehensive expense of associates relating to discontinued operations | ( | |
Tax on items that may subsequently be reclassified to profit or loss | ( | ( |
| Items of other comprehensive income that will not be reclassified to profit or loss | ||
Remeasurement of retirement benefits | ( | |
Unrealised surplus on revaluation of properties | ||
Reversal of past revaluation surplus | ( | ( |
Tax on items that will not be reclassified to profit or loss | ( | ( |
Other comprehensive income for the period | ||
Total comprehensive income for the period attributable to equityshareholders |
The results for the current period reflect the 52 weeks ended 27 September 2025 and the results for the prior period reflect the 52 weeks ended 28 September 2024.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 64
Group cash flow statement
For the 52 weeks ended 27 September 2025
Note
| 2025 | 2024 | ||
| £m | £m | ||
| Operating activities | |||
Profit/(loss) for the period | ( | ||
Taxation | ( | ||
Net finance costs | |||
Depreciation and amortisation | |||
Working capital movement | 31 | ||
Non-cash movements | 31 | ( | |
Decrease in provisions and other non-current liabilities | ( | ( | |
Difference between defined benefit pension contributions paid and amounts charged | ( | ( | |
Dividends from associates | |||
Income tax (paid)/received | ( | ||
Net cash inflow from operating activities | |||
| Investing activities | |||
Interest received | |||
Sale of property, plant and equipment and assets held for sale | |||
Purchase of property, plant and equipment and intangible assets | ( | ( | |
Disposal of associate | ( | ||
Finance lease capital repayments received | |||
Net transfer from other cash deposits | 30 | ||
Net cash (outflow)/inflow from investing activities | ( | ||
| Financing activities | |||
Interest paid | ( | ( | |
Arrangement costs of bank facilities | ( | ( | |
Swap termination costs | ( | ||
Purchase of own shares | ( | ||
Proceeds from sale of own shares | |||
Repayment of securitised debt | ( | ( | |
Repayment of bank borrowings* | ( | ( | |
Advance of bank borrowings* | |||
Net repayments of capital element of lease liabilities | ( | ( | |
Repayment of other borrowings | ( | ||
Net cash outflow from financing activities | ( | ( | |
Net (decrease)/increase in cash and cash equivalents | 30 | ( |
The cash flows for the current period reflect the 52 weeks ended 27 September 2025 and the cash flows for the prior period reflect the 52 weeks ended 28 September 2024.
* The Group reports cash flows arising from its bank borrowing facilities on a gross basis where the maturity periods were greater than three months. The net repayment of bank borrowings in the current period was £14.0 million (2024: £194.0 million).
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 65
Group balance sheet
As at 27 September 2025
Note
| 27 September | 28 September | ||
| 2025 | 2024 | ||
| £m | £m | ||
| Non-current assets | |||
Intangible assets | 10 | ||
Property, plant and equipment | 11 | ||
Other non-current assets | 13 | ||
Retirement benefit surplus | 15 | ||
Derivative financial instruments | 16 | ||
| Current assets | |||
Inventories | 17 | ||
Trade and other receivables | 18 | ||
Other cash deposits | |||
Cash and cash equivalents | |||
Assets held for sale | 19 | ||
| Current liabilities | |||
Borrowings | 20 | ( | ( |
Trade and other payables | 22 | ( | ( |
Current tax liabilities | ( | ( | |
Provisions for other liabilities and charges | 23 | ( | ( |
( | ( | ||
| Non-current liabilities | |||
Borrowings | 20 | ( | ( |
Derivative financial instruments | 16 | ( | ( |
Other non-current liabilities | 24 | ( | ( |
Provisions for other liabilities and charges | 23 | ( | ( |
Deferred tax liabilities | 26 | ( | ( |
( | ( | ||
Net assets |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 66
Group balance sheet continued
As at 27 September 2025
Note
| 27 September | 28 September | ||
| 2025 | 2024 | ||
| £m | £m | ||
| Shareholders’ equity | |||
Equity share capital | 28 | ||
Share premium account | |||
Revaluation reserve | |||
Capital redemption reserve | 29 | ||
Hedging reserve | ( | ( | |
Own shares | 29 | ( | ( |
Retained earnings | ( | ||
Total equity |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 67
Group statement of changes in equity
For the 52 weeks ended 27 September 2025
| Equity | Share | Capital | ||||||
| share | premium | Revaluation | redemption | Hedging | Own | Retained | Total | |
| capital | account | reserve | reserve | reserve | shares | earnings | equity | |
| £m | £m | £m | £m | £m | £m | £m | £m | |
At | ( | ( | ( | |||||
Profit for the period | ||||||||
Remeasurement of retirement benefits | ||||||||
Tax on remeasurement of retirement benefits | ( | ( | ||||||
Gains on cash flow hedges | ||||||||
Transfers to the income statement on cash flow hedges | ||||||||
Tax on hedging reserve movements | ( | ( | ||||||
Property revaluation | ||||||||
Property impairment | ( | ( | ||||||
Deferred tax on properties | ( | ( | ||||||
Total comprehensive income | ||||||||
Share-based payments | ||||||||
Tax on share-based payments | ||||||||
Purchase of own shares | ( | ( | ||||||
Sale of own shares | ( | |||||||
Transfer disposals to retained earnings | ( | |||||||
Total transactions with owners | ( | |||||||
At 27 September 2025 | ( | ( |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 68
Group statement of changes in equity continued
For the 52 weeks ended 28 September 2024
| Equity | Share | Capital | ||||||
| share | premium | Revaluation | redemption | Hedging | Own | Retained | Total | |
| capital | account | reserve | reserve | reserve | shares | earnings | equity | |
| £m | £m | £m | £m | £m | £m | £m | £m | |
At 1 October 2023 | ( | ( | ( | |||||
Loss for the period | ( | ( | ||||||
Remeasurement of retirement benefits | ( | ( | ||||||
Tax on remeasurement of retirement benefits | ||||||||
Losses on cash flow hedges | ( | ( | ||||||
Transfers to the income statement on cash flow hedges | ||||||||
Tax on hedging reserve movements | ( | ( | ||||||
Other comprehensive expense of associates | ( | ( | ||||||
Property revaluation | ||||||||
Property impairment | ( | ( | ||||||
Deferred tax on properties | ( | ( | ||||||
Total comprehensive income/(expense) | ( | |||||||
Share-based payments | ||||||||
Tax on share-based payments | ||||||||
Sale of own shares | ( | |||||||
Transfer disposals to retained earnings | ( | |||||||
Transfer tax to retained earnings | ( | |||||||
Changes in equity of associates | ||||||||
Total transactions with owners | ( | |||||||
At 28 September 2024 | ( | ( | ( |
Further detail in respect of the Group’s equity is provided in notes 28 and 29.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 69
Notes to the Group financial statements
For the 52 weeks ended 27 September 2025
1 Accounting policies
The Group’s principal accounting policies are set out below:
IFRS 7 | Financial Instruments: Disclosures |
| Supplier finance arrangements | |
IFRS 16 | Leases |
| Amendments regarding seller-lessee subsequent measurement in a sale and leaseback transaction | |
IAS 1 | Presentation of Financial Statements |
| Amendments regarding the classification of liabilities | |
| Amendments regarding the classification of debt with covenants | |
IAS 7 | Statement of Cash Flows |
| Supplier finance arrangements |
IFRS 7 | Financial Instruments: Disclosures | |
| Amendments to the classification and measurement of financial instruments | 1 January 2026 | |
| Amendments regarding contracts referencing nature-dependent electricity | 1 January 2026 | |
IFRS 9 | Financial Instruments | |
| Amendments to the classification and measurement of financial instruments | 1 January 2026 | |
| Amendments regarding contracts referencing nature-dependent electricity | 1 January 2026 | |
IFRS 10 | Consolidated Financial Statements | |
| Amendments regarding the sale or contribution of assets between an investor | Date deferred | |
| and its associate or joint venture | ||
IFRS 18 | Presentation and Disclosure in Financial Statements | |
New accounting standard | 1 January 2027 | |
IFRS 19 | Subsidiaries without Public Accountability: Disclosures | |
New accounting standard | 1 January 2027 | |
IAS 21 | The Effects of Changes in Foreign Exchange Rates | |
Lack of exchangeability | 1 January 2025 | |
IAS 28 | Investments in Associates and Joint Ventures | |
| Amendments regarding the sale or contribution of assets between an investor | Date deferred | |
| and its associate or joint venture |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 70
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
1 Accounting policies continued
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 71
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
1 Accounting policies continued
Basis of consolidation continued
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 72
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
1 Accounting policies continued
Non-underlying
1
items continued
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 73
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
1 Accounting policies continued
Impairment continued
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 74
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
1 Accounting policies continued
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 75
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
1 Accounting policies continued
Financial instruments continued
Finance lease receivables, trade receivables and other receivables continued
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 76
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
1 Accounting policies continued
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 77
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
1 Accounting policies continued
Key estimates and significant judgements continued
2 Segment reporting
The Group is considered to have one operating segment under IFRS 8 ‘Operating Segments’
and therefore no disclosures are presented. This is in line with the reporting to the chief operating
decision maker and the operational structure of the business. The measure of profit or loss
reviewed by the chief operating decision maker is underlying
1
profit/(loss) before tax for the
total of continuing and discontinued operations.
| 2025 | 2024 | |
| Net operating expenses | £m | £m |
Change in stocks of finished goods | 0.7 | 0.3 |
Own work capitalised | (1.3) | – |
Other operating income | (8.2) | (4.4) |
Raw materials and consumables | 212.4 | 222.6 |
Depreciation of property, plant and equipment | 40.3 | 40.0 |
Amortisation of intangible assets | 4.9 | 5.3 |
Employee costs | 202.5 | 209.6 |
Net impairment reversal of freehold and leasehold properties | (23.1) | (5.9) |
Other operating charges | 290.0 | 279.4 |
Net operating expenses | 718.2 | 746.9 |
| 2025 | 2024 | |
| RSM UK Audit LLP fees | £m | £m |
| Fees payable to the Company’s Auditor for the audit of the Company’s | ||
annual accounts | 0.4 | 0.5 |
| Fees payable to the Company’s Auditor for other services to the Group: | ||
The audit of the Company’s subsidiaries | 0.3 | 0.3 |
Audit-related assurance services | 0.1 | – |
0.8 | 0.8 |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 78
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
4 Non-underlying
1
items
| 2025 | 2024 | |
| £m | £m | |
Non-underlying 1 operating items from continuing operations | ||
Net impairment reversal of freehold and leasehold properties and other operating charges | (22.9) | (5.7) |
Reorganisation, restructuring and relocation costs and other operating charges | 3.1 | 0.7 |
Duplication costs | – | 0.5 |
(19.8) | (4.5) | |
Non-underlying 1 non-operating items from continuing operations | ||
Interest rate swap movements | 3.6 | 32.2 |
3.6 | 32.2 | |
Total non-underlying 1 items from continuing operations | (16.2) | 27.7 |
Non-underlying 1 items from discontinued operations | ||
Non-underlying 1 loss from associates | – | 16.6 |
Impairment of associate | – | 8.0 |
Loss on disposal of associate | – | 11.9 |
– | 36.5 | |
Total non-underlying 1 items | (16.2) | 64.2 |
Net impairment reversal of freehold and leasehold properties and other
operating charges
At 29 June 2025 the Group’s effective freehold properties were revalued by independent
chartered surveyors on an open market value basis. The Group also undertook an impairment
review of its leasehold properties in the current and prior period.
The revaluation and impairment adjustments in respect of the above were recognised in the
revaluation reserve or income statement as appropriate. The amount recognised in the income
statement comprises:
| 2025 | 2024 | |
| £m | £m | |
Impairment of property, plant and equipment (note 11) | 30.7 | 37.4 |
Reversal of past impairment of property, plant and equipment (note 11) | (54.0) | (43.4) |
Impairment of assets held for sale (note 19) | 0.2 | 0.1 |
Valuation fees | 0.2 | 0.2 |
(22.9) | (5.7) |
Reorganisation, restructuring and relocation costs and other operating charges
As previously reported during the interim results for the 26 weeks ended 29 March 2025, during
the current period the Group commenced a programme to align and resource teams against the
Group’s strategic priorities and reduce cost for future resilience of the business. The costs identified
as non-underlying in the current period are one-off headcount-related costs which are expected
to be short-term in nature. The cost of implementing this programme in the current period was
£3.1 million (2024: £nil), of which £2.0 million was incurred in the first half of the current period.
This is a cash cost of which £2.5 million was paid in the current period and £0.6 million will be
paid in the subsequent period. The cost has been recorded within non-underlying items in the
income statement based on its significance, nature, expected infrequency and consistency with
treatment of similar historical programmes.
During the prior period, the Group completed the implementation of an operational programme
to simplify the business and drive efficiencies. The cost of this programme in the prior period
was £0.7 million.
Interest rate swap movements
The Group’s interest rate swaps are revalued to fair value at each balance sheet date. These fair
value gains/losses have been recognised in the hedging reserve or the income statement as
appropriate. Reclassifications within the income statement and/or with the hedging reserve have
also been made as required.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 79
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
4 Non-underlying
1
items continued
Interest rate swap movements continued
52 weeks to 27 September 2025 | 52 weeks to 28 September 2024 | |||||
| Non- | ||||||
underlying 1 | Non-underlying 1 | |||||
Underlying 1 | interest rate | interest rate | ||||
| Hedging | net finance | swap | Hedging | Underlying 1 | swap | |
| reserve | costs | movements | reserve | net finance costs | movements | |
| £m | £m | £m | £m | £m | £m | |
| Interest rate swaps | ||||||
designated as part of a hedging relationship: | ||||||
| Effective portion | ||||||
(Gain)/loss on change in fair value | (1.9) | – | – | 2.8 | – | – |
Reclassification in respect of cash received | 0.1 | (0.1) | – | 0.4 | (0.4) | – |
(1.8) | (0.1) | – | 3.2 | (0.4) | – | |
| Ineffective portion | ||||||
Loss on change in fair value | – | – | 0.6 | – | – | 0.2 |
Reclassification in respect of cash paid | – | 0.6 | (0.6) | – | 1.2 | (1.2) |
– | 0.6 | – | – | 1.2 | (1.0) | |
Interest rate swaps not designated as part of a hedging relationship: | ||||||
(Gain)/loss on change in fair value | – | – | (3.1) | – | – | 18.2 |
| Reclassification in respect of cash | ||||||
paid/received | – | 0.2 | (0.2) | – | (7.0) | 7.0 |
– | 0.2 | (3.3) | – | (7.0) | 25.2 | |
Reclassification in respect of discontinued cash flow hedges | (6.9) | – | 6.9 | (8.0) | – | 8.0 |
(6.9) | – | 6.9 | (8.0) | – | 8.0 | |
| Total interest rate | ||||||
swap movements | (8.7) | 0.7 | 3.6 | (4.8) | (6.2) | 32.2 |
A loss of £0.6 million (2024: £0.2 million) on the ineffective portion of the fair value movement
of interest rate swaps designated as part of a hedging relationship and a fair value gain of
£3.1 million (2024: loss of £18.2 million) on interest rate swaps not designated as part of a hedging
relationship have also been recognised within non-underlying¹ items in the income statement.
Cash paid of £0.6 million (2024: £1.2 million) in respect of interest rate swaps designated as
part of a hedging relationship and cash paid of £0.2 million (2024: received of £7.0 million) in
respect of interest rate swaps not designated as part of a hedging relationship were reclassified
from non-underlying¹ items to underlying¹ net finance costs to ensure that underlying¹ net finance
costs reflect the fixed rate paid on the associated debt.
Finally, £6.9 million (2024: £8.0 million) of the balance remaining in the hedging reserve in
respect of discontinued cash flow hedges has been reclassified as charge to the income statement
within non-underlying¹ items.
The treatment of the amounts as non-underlying¹ has been made based on their significance,
nature and consistency with previous classification. Unless specified, the movements have no
cash impact.
Prior period non-underlying
1
items
Duplication costs
On 17 November 2023 Andrew Andrea stepped down from his role as CEO of the Group and,
following an external process, Justin Platt was appointed as CEO from 10 January 2024. During
the prior period duplicated costs were incurred as a result of the change in CEO which were
unusual and one-off for Marston’s. The duplicated costs have been recorded within non-underlying¹
items in the income statement based on their nature and expected infrequency.
Non-underlying
1
loss from associates
The Group’s associate, Carlsberg Marston’s Limited, recognised an impairment (of which the
Group’s share was £14.0 million) during the prior period in relation to some of the ale brands
that it held. The ale category had been severely impacted by the COVID-19 pandemic, secular
trends, and the cost-of-living crisis, resulting in long-term expectations specifically for the ale
brands being updated. The brand impairment of £14.0 million was material in the context of both
the Group’s total results and the underlying¹ loss from associates of £0.5 million. The resulting
brand impairment, which had no cash impact, was recorded within non-underlying¹ items in the
income statement based on its significance, nature and expected infrequency.
Carlsberg Marston’s Limited also recognised an onerous contract provision (of which the Group’s
share was £2.6 million) during the prior period in relation to a specific porterage contract that it
held. The significant cost inflation experienced from the cost-of-living crisis, alongside the increases
in distribution costs over and above what was reasonably anticipated, led to an acute and
short-term (rather than business-as-usual) environment of cost inflation which required an onerous
provision to be recorded for this specific contract. The onerous contract provision of £2.6 million
was material in the context of the underlying¹ loss from associates of £0.5 million. The resulting
onerous contract provision, which had no cash impact, was recorded within non-underlying¹
items in the income statement based on its significance, nature and expected infrequency.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 80
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
4 Non-underlying
1
items continued
Prior period non-underlying
1
items continued
Impairment of associate and loss on disposal of associate
On 31 July 2024, Marston’s PLC completed the sale of its remaining non-core brewing assets,
being its 40% interest in Carlsberg Marston’s Limited (CMBC), to a subsidiary of Carlsberg A/S
for £206.0 million in cash, to create a business entirely focused on pubs.
An impairment assessment over the carrying value of the Group’s investment in CMBC was
performed immediately prior to disposal on 31 July 2024. The result of the impairment assessment
was an impairment to the carrying value of the Group’s investment in CMBC of £8.0 million (note 12).
The remaining difference between the newly impaired carrying value of the investment and the
net disposal proceeds represented a loss on disposal of £11.9 million (note 12).
These costs were recorded within non-underlying items in the income statement based on their
materiality, nature and expected infrequency.
Impact of taxation
The current tax credit relating to the above non-underlying
1
items amounts to £0.5 million
(2024: £0.1 million). The deferred tax credit relating to the above non-underlying
1
items amounts
to £1.1 million (2024: £12.0 million).
| 2025 | 2024 | |
| Employee costs | £m | £m |
Wages and salaries | 173.2 | 185.8 |
Social security costs | 18.0 | 14.6 |
Pension costs | 6.5 | 6.4 |
Share-based payments | 1.8 | 2.0 |
Termination benefits | 3.0 | 0.8 |
Employee costs for continuing operations | 202.5 | 209.6 |
| 2025 | 2024 | |
| Key management personnel compensation | £m | £m |
Short-term employee benefits | 2.1 | 2.3 |
Share-based payments | 0.2 | 0.6 |
Termination benefits | – | 0.2 |
2.3 | 3.1 |
Key management personnel have been defined as the Board of Marston’s PLC, including the
Executive Directors. Members of the Board are set out on pages 29 and 30 of the Annual Report
and Accounts 2025. Details of remuneration for Directors, including the highest paid Director, are
presented in the Annual Report on Remuneration on pages 47 to 53.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 81
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
7 Taxation
| 2025 | 2024 | |
| Income statement | £m | £m |
| Current tax | ||
Current period | 6.7 | 4.6 |
Adjustments in respect of prior periods | 0.2 | – |
Credit in respect of tax on non-underlying 1 items | (0.5) | (0.1) |
6.4 | 4.5 | |
| Deferred tax | ||
Current period | 12.4 | 5.2 |
Adjustments in respect of prior periods | (1.0) | (0.8) |
Credit in respect of tax on non-underlying 1 items | (1.1) | (12.0) |
10.3 | (7.6) | |
Taxation charge/(credit) reported in the income statement from continuing operations | 16.7 | (3.1) |
| 2025 | 2024 | |
| Statement of comprehensive income | £m | £m |
Remeasurement of retirement benefits | 0.4 | (1.7) |
Impairment and revaluation of properties | 15.8 | 9.8 |
Hedging reserve movements | 2.2 | 1.2 |
Taxation charge reported in the statement of comprehensive income | 18.4 | 9.3 |
A taxation credit in relation to tax on share-based payments of £0.2 million (2024: £0.1 million)
has been recognised directly in equity.
The actual tax rate for the period is lower (2024: lower) than the standard rate of corporation tax
of 25% (2024: 25%). The differences are explained below:
| 2025 | 2024 | |
| Tax reconciliation | £m | £m |
Profit before tax from continuing operations | 88.3 | 14.4 |
Profit before tax multiplied by the corporation tax rate of 25% (2024: 25%) | 22.1 | 3.6 |
| Effect of: | ||
Adjustments in respect of prior periods | (0.8) | (0.8) |
Recognition of capital losses not previously recognised | (5.4) | (5.4) |
Non-qualifying depreciation | 1.4 | 1.3 |
Property items taxed on a different basis to accounting entries | (0.2) | (1.1) |
Costs not deductible for tax purposes | 0.3 | 0.1 |
Other amounts on which tax relief is available | (0.7) | (0.8) |
Taxation charge/(credit) for continuing operations | 16.7 | (3.1) |
In December 2021, the Organisation for Economic Co-operation and Development (OECD)
published the Pillar Two model rules to introduce a global minimum effective tax rate of 15%,
under its Inclusive Framework on Base Erosion and Profit Shifting (BEPS).
UK legislation adopting the Pillar Two rules was substantively enacted on 20 June 2023 and will
apply to the Group for the 52 weeks ended 27 September 2025 onwards.
Based on its assessment of the trading results, the Group anticipates that it will benefit from the
transitional safe harbour rules and does not expect to pay any Pillar Two top-up tax in respect
of the 52 weeks ended 27 September 2025.
The Group has applied the exemption under the IAS 12 ‘Income Taxes’ amendment for recognising
and disclosing information about deferred tax assets and liabilities relating to Pillar Two income taxes.
2025 | 2024 | |||||
| Non- | Non- | |||||
underlying 1 | underlying 1 | |||||
Underlying 1 | (note 4) | Total | Underlying 1 | (note 4) | Total | |
| £m | £m | £m | £m | £m | £m | |
Revenue | – | – | – | – | – | – |
Net operating expenses | – | – | – | – | – | – |
Income/(loss) from associates | – | – | – | 0.5 | (16.6) | (16.1) |
Operating profit/(loss) | – | – | – | 0.5 | (16.6) | (16.1) |
Net finance costs | – | – | – | – | – | – |
Profit/(loss) before taxation | – | – | – | 0.5 | (16.6) | (16.1) |
Taxation | – | – | – | – | – | – |
| Profit/(loss) for the period | ||||||
after taxation | – | – | – | 0.5 | (16.6) | (16.1) |
| Impairment of investment | ||||||
in associate | – | – | – | – | (8.0) | (8.0) |
Loss on disposal of associate | – | – | – | – | (11.9) | (11.9) |
Profit/(loss) from discontinued operations | – | – | – | 0.5 | (36.5) | (36.0) |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 82
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
8 Discontinued operations continued
Results of discontinued operations continued
| 2025 | 2024 | |
| £m | £m | |
Net cash inflow from operating activities | – | 13.8 |
Net cash (outflow)/inflow from investing activities | (2.8) | 205.5 |
Net cash inflow from financing activities | – | – |
Net (decrease)/increase in cash and cash equivalents | (2.8) | 219.3 |
9 Earnings per ordinary share
Basic earnings/(loss) per share are calculated by dividing the profit/(loss) attributable to equity
shareholders by the weighted average number of ordinary shares in issue during the period,
excluding treasury shares and those held on trust for employee share schemes (note 29).
For diluted earnings/(loss) per share, the weighted average number of ordinary shares in issue
is adjusted to assume conversion of all dilutive potential ordinary shares. These represent share
options granted to employees where the exercise price is less than the weighted average market
price of the Company’s shares during the period.
Underlying
1
earnings per share figures are presented to exclude the effect of non-underlying
1
items. The Directors consider that the supplementary figures are a useful indicator of performance.
2025 | 2024 | |||
| Per share | Per share | |||
| Earnings | amount | Earnings | amount | |
| £m | p | £m | p | |
| Basic earnings/(loss) per share | ||||
Total | 71.6 | 11.3 | (18.5) | (2.9) |
Continuing | 71.6 | 11.3 | 17.5 | 2.8 |
Discontinued | – | – | (36.0) | (5.7) |
| Diluted earnings/(loss) per share | ||||
Total | 71.6 | 11.1 | (18.5) | (2.8) |
Continuing | 71.6 | 11.1 | 17.5 | 2.7 |
Discontinued | – | – | (36.0) | (5.5) |
Underlying 1 earnings per | ||||
| share figures | ||||
Basic underlying 1 earnings per share | ||||
Total | 53.8 | 8.5 | 33.6 | 5.3 |
Continuing | 53.8 | 8.5 | 33.1 | 5.2 |
Discontinued | – | – | 0.5 | 0.1 |
Diluted underlying 1 earnings per share | ||||
Total | 53.8 | 8.3 | 33.6 | 5.1 |
Continuing | 53.8 | 8.3 | 33.1 | 5.0 |
Discontinued | – | – | 0.5 | 0.1 |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 83
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
10 Goodwill and other intangible assets
| Computer | |
| software | |
| £m | |
| Cost | |
At 29 September 2024 | 51.6 |
Additions | 2.5 |
Net transfers to assets held for sale and disposals | (3.5) |
At 27 September 2025 | 50.6 |
| Amortisation | |
At 29 September 2024 | 22.3 |
Charge for the period | 4.9 |
Net transfers to assets held for sale and disposals | (3.5) |
At 27 September 2025 | 23.7 |
Net book amount at 28 September 2024 | 29.3 |
Net book amount at 27 September 2025 | 26.9 |
| Computer | |
| software | |
| £m | |
| Cost | |
At 1 October 2023 | 50.7 |
Additions | 1.9 |
Net transfers to assets held for sale and disposals | (1.0) |
At 28 September 2024 | 51.6 |
| Amortisation | |
At 1 October 2023 | 17.8 |
Charge for the period | 5.3 |
Net transfers to assets held for sale and disposals | (0.8) |
At 28 September 2024 | 22.3 |
Net book amount at 30 September 2023 | 32.9 |
Net book amount at 28 September 2024 | 29.3 |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 84
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
11 Property, plant and equipment continued
| Effective freehold | Leasehold land | Fixtures, fittings, | ||
| land and buildings | and buildings | tools and equipment | Total | |
| £m | £m | £m | £m | |
| Cost or valuation | ||||
At 1 October 2023 | 1,645.1 | 434.4 | 280.1 | 2,359.6 |
Additions | 17.2 | 10.7 | 22.5 | 50.4 |
Disposals | (44.7) | (15.1) | (26.4) | (86.2) |
Net transfers to assets held for sale | (1.2) | – | (0.1) | (1.3) |
Revaluation | 45.3 | – | – | 45.3 |
At 28 September 2024 | 1,661.7 | 430.0 | 276.1 | 2,367.8 |
| Depreciation and impairment | ||||
At 1 October 2023 | – | 147.6 | 147.2 | 294.8 |
Charge for the period | – | 13.8 | 26.2 | 40.0 |
Disposals | – | (10.7) | (23.6) | (34.3) |
Impairment | – | (1.7) | – | (1.7) |
At 28 September 2024 | – | 149.0 | 149.8 | 298.8 |
Net book amount at 30 September 2023 | 1,645.1 | 286.8 | 132.9 | 2,064.8 |
Net book amount at 28 September 2024 | 1,661.7 | 281.0 | 126.3 | 2,069.0 |
| 2025 | 2024 | |
| £m | £m | |
Freehold land and buildings | 1,591.2 | 1,485.4 |
| Leasehold land and buildings with a term greater than 100 years | ||
at acquisition/commencement | 195.6 | 176.3 |
| Leasehold land and buildings with a term less than 100 years | ||
at acquisition/commencement | 275.9 | 281.0 |
2,062.7 | 1,942.7 |
2025 | 2024 | |||||
| Leased to | Used by | Leased to | Used by | |||
| tenants | the Group | Total | tenants | the Group | Total | |
| Effective freehold land and buildings | £m | £m | £m | £m | £m | £m |
Cost or valuation | 103.6 | 1,683.2 | 1,786.8 | 124.0 | 1,537.7 | 1,661.7 |
Depreciation | – | – | – | – | – | – |
Net book amount | 103.6 | 1,683.2 | 1,786.8 | 124.0 | 1,537.7 | 1,661.7 |
2025 | 2024 | |||||
| Leased to | Used by | Leased to | Used by | |||
| tenants | the Group | Total | tenants | the Group | Total | |
| Leasehold land and buildings | £m | £m | £m | £m | £m | £m |
Cost | 20.6 | 418.3 | 438.9 | 19.7 | 410.3 | 430.0 |
Depreciation | (10.7) | (152.3) | (163.0) | (8.5) | (140.5) | (149.0) |
Net book amount | 9.9 | 266.0 | 275.9 | 11.2 | 269.8 | 281.0 |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 85
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
11 Property, plant and equipment continued
| 2025 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Recurring fair value measurements | £m | £m | £m | £m |
Effective freehold land and buildings | – | – | 1,786.8 | 1,786.8 |
| 2024 | ||||
Level 1 | Level 2 | Level 3 | Total | |
Recurring fair value measurements | £m | £m | £m | £m |
Effective freehold land and buildings | – | – | 1,661.7 | 1,661.7 |
| Valuation multiple applied to FMT | ||||||
| 27 September 2025 | ≤ 8 | 8-9 | 9-10 | 10-11 | > 11 | Total |
Number of pubs in each FMT band of income: | ||||||
< £100k p.a. | 42 | 156 | 147 | 1 | 1 | 347 |
£100k – £200k p.a. | 21 | 180 | 185 | 10 | – | 396 |
> £200k p.a. | 1 | 82 | 233 | 41 | – | 357 |
64 | 418 | 565 | 52 | 1 | 1,100 |
| Valuation multiple applied to FMT | ||||||
| 28 September 2024 | ≤ 8 | 8-9 | 9-10 | 10-11 | > 11 | Total |
| Number of pubs in each FMT | ||||||
| band of income: | ||||||
< £100k p.a. | 18 | 96 | 240 | 24 | 5 | 383 |
£100k – £200k p.a. | 8 | 113 | 237 | 58 | 2 | 418 |
> £200k p.a. | – | 27 | 160 | 119 | 1 | 307 |
26 | 236 | 637 | 201 | 8 | 1,108 |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 86
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
11 Property, plant and equipment continued
Fair value of effective freehold land and buildings continued
Revaluation gains and losses recognised in profit or loss in respect of Level 3 recurring fair
value measurements are included within net operating expenses in the income statement and
comprise net unrealised gains of £25.5 million (2024: £5.7 million) and net realised losses
of £0.4 million (2024: £1.4 million).
Impairment testing of leasehold properties
Leasehold properties, comprising leasehold land and buildings and associated fixtures, fittings,
tools and equipment and computer software, are held under the cost model. These properties
were reviewed for impairment in the current and prior period by comparing the recoverable
amount of each property to the carrying amount of the assets. Recoverable amount is the higher
of value in use and fair value less costs to sell. The key assumptions used in the value in use
calculations were the future trading cash flows of the properties, a pre-tax discount rate of
11.9% (2024: 12.2%) and a long-term growth rate of 2.0% (2024: 2.0%). No adjustment has
been made in the current or prior period for any potential climate change related impact as the
future potential additional cash inflows and outflows are not deemed to be a key assumption
in the value in use calculations.
Changes in these key assumptions could impact the impairment charge/reversal recognised for
these assets. The future trading cash flows used in the value in use calculations are property level
EBITDA less maintenance expenditure forecasts. If the forecast cash flows were to decline by 10%
then there would be a £1.5 million increase in the impairment recognised. If the pre-tax discount
rate were to increase by 0.5% it would increase the impairment by £0.4 million. If the long-term
growth rate were to decrease by 0.5% it would increase the impairment by £0.6 million.
Market capitalisation
Uncertainty during recent financial periods, including the cost-of-living crisis, short-term
inflationary pressures and limited growth, has negatively impacted the Company’s share price.
This share price suppression has resulted in a gap between the Group’s market capitalisation and
asset values. The Group has performed an assessment to bridge the gap between the Group’s
market capitalisation and asset values and therefore to determine whether further impairment
considerations are required in relation to the Group’s material assets, property, plant and equipment.
The assessment includes centrally held assets that do not generate independent cash flows. An
enterprise value has been calculated to support the asset value of the Group. Additionally, the
value in use was calculated which was based on a pre-tax discount rate of 9.8% (2024: 10.7%),
cash flow projections from the Group’s base case going concern forecast in the short-term, and
a long-term growth rate of 2.0% (2024: 2.0%). No adjustment has been made in the current or
prior period for any potential climate change related impact as the future potential additional
cash inflows and outflows are not deemed to be a key assumption in the value in use calculations.
The recoverable amount adopted in this assessment was the higher of the enterprise value and the
value in use of the Group. This assessment indicated that there was sufficient headroom between
the asset values and the recoverable amount of the Group. No reasonably possible change in the
assumptions used in this assessment would have resulted in a change to the Group’s asset values.
Sensitivities in the values of the Group’s property, plant and equipment are disclosed above.
| 2024 | |
| £m | |
Non-current assets | 287.9 |
Current assets | 359.7 |
Current liabilities | (461.6) |
Non-current liabilities | (137.7) |
Net assets | 48.3 |
Group’s share of net assets (40%) | 19.3 |
Goodwill | 203.9 |
Elimination of unrealised profit on upstream sales | (0.7) |
Carrying amount of interest in associates as at 31 July 2024 | 222.5 |
| 2024 | |
| £m | |
Revenue | 790.6 |
Loss from continuing operations | (39.9) |
Other comprehensive expense | (0.3) |
Total comprehensive expense | (40.2) |
Group’s share of loss from continuing operations (40%) | (16.0) |
Elimination of unrealised profit on upstream sales | (0.1) |
Loss from associates recognised in the income statement | (16.1) |
Group’s share of other comprehensive expense (40%) | (0.1) |
Group’s share of total comprehensive expense | (16.2) |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 87
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
12 Interests in associates continued
| £m | |
Carrying amount of interest in associates as at 1 October 2023 | 250.9 |
Loss from associates | (16.1) |
Other comprehensive expense of associates | (0.1) |
Changes in equity of associates | 1.6 |
Dividends from associates | (13.8) |
Carrying amount of interest in associates as at 31 July 2024 before impairment | 222.5 |
Impairment of associates | (8.0) |
Carrying amount of interest in associates as at 31 July 2024 prior to disposal | 214.5 |
| 2024 | |
| £m | |
Purchase of goods | (146.2) |
Dividends from associate | 13.8 |
| 2025 | 2024 | |
| £m | £m | |
Finance lease receivables | 14.7 | 14.4 |
| 2025 | 2024 | |
| £m | £m | |
Defined contribution plans | 6.5 | 6.4 |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 88
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
15 Retirement benefits continued
Defined benefit plan continued
| Present value | ||||||
| Fair value | of defined | |||||
| of plan assets | benefit obligation | Net surplus | ||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
| £m | £m | £m | £m | £m | £m | |
At beginning of the period | 362.2 | 344.7 | (349.1) | (331.8) | 13.1 | 12.9 |
Interest income/(expense) | 17.7 | 19.0 | (17.0) | (18.1) | 0.7 | 0.9 |
| Remeasurements: | ||||||
| Return on plan assets | ||||||
(excludinginterest income) | (28.2) | 12.0 | – | – | (28.2) | 12.0 |
Effect of changes in financial assumptions | – | – | 30.8 | (20.3) | 30.8 | (20.3) |
Effect of changes in demographic assumptions | – | – | 1.2 | 1.0 | 1.2 | 1.0 |
Effect of experience adjustments | – | – | (2.3) | 0.5 | (2.3) | 0.5 |
| Cash flows: | ||||||
Employer contributions | 1.6 | 7.5 | – | – | 1.6 | 7.5 |
| Administrative expenses | ||||||
paid from plan assets | (1.5) | (1.4) | – | – | (1.5) | (1.4) |
Benefits paid | (25.9) | (19.6) | 25.9 | 19.6 | – | – |
At end of the period | 325.9 | 362.2 | (310.5) | (349.1) | 15.4 | 13.1 |
2025 | 2024 | |
Discount rate | 5.9% | 5.0% |
Rate of increase in pensions – 5% LPI | 2.8% | 2.9% |
Rate of increase in pensions – 2.5% LPI | 1.9% | 2.0% |
Inflation assumption (RPI) | 2.9% | 3.1% |
Inflation assumption (CPI) | 2.5% | 2.5% |
Employed deferred revaluation | 2.5% | 2.5% |
| Life expectancy for deferred members from age 65 (years) | ||
Male | 22.6 | 22.4 |
Female | 25.1 | 25.0 |
| Life expectancy for current non-insured pensioners from age 65 (years) | ||
Male | 20.6 | 20.4 |
Female | 23.1 | 23.1 |
| Life expectancy for current insured pensioners from age 65 (years) | ||
Male | 21.4 | 21.3 |
Female | 23.5 | 23.5 |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 89
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
15 Retirement benefits continued
Recognition of net defined benefit asset continued
Change in assumption | Increase in assumption | Decrease in assumption | |
Discount rate | 0.50% | Decrease obligation | Increase obligation |
| by 4.8% | by 5.2% | ||
Inflation assumption | 0.25% | Increase obligation | Decrease obligation |
| by 1.1% | by 1.1% | ||
Life expectancy | 1 year | Increase obligation | Decrease obligation |
| by 3.1% | by 3.1% |
| 2025 | 2024 | |
| Plan assets | £m | £m |
Bonds/gilts | 135.8 | 149.7 |
Cash/pooled investments | 47.0 | 52.4 |
Buy-in policies (matching annuities) | 143.1 | 160.1 |
325.9 | 362.2 |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 90
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
| 2025 | 2024 | |
| Interest rate swaps | £m | £m |
Non-current assets | 0.7 | 0.4 |
Non-current liabilities | (54.6) | (59.4) |
(53.9) | (59.0) |
17 Inventories
| 2025 | 2024 | |
| £m | £m | |
Raw materials and consumables | 4.2 | 4.1 |
Finished goods | 9.6 | 10.3 |
13.8 | 14.4 |
18 Trade and other receivables
2025 | 2024 | |
£m | £m | |
Trade receivables | 12.0 | 12.2 |
Prepayments and accrued income | 13.0 | 8.9 |
Finance lease receivables | 1.2 | 1.5 |
Other receivables | 1.4 | 3.3 |
27.6 | 25.9 |
Further detail regarding the impairment of trade receivables, finance lease receivables and
other receivables is provided in note 25. All of the Group’s trade receivables are denominated
in pounds sterling.
At 27 September 2025 the value of collateral held in the form of cash deposits was £5.4 million
(2024: £5.5 million).
| 2025 | 2024 | |
| £m | £m | |
Properties | – | 1.3 |
| 2025 | 2024 | |
| Current | £m | £m |
Bank borrowings | (1.8) | (2.5) |
Securitised debt | 45.9 | 43.5 |
Lease liabilities | 18.6 | 17.7 |
Other lease related borrowings | (0.5) | (0.5) |
62.2 | 58.2 |
| 2025 | 2024 | |
| Non-current | £m | £m |
Bank borrowings | 19.5 | 33.0 |
Securitised debt | 470.8 | 516.7 |
Lease liabilities | 349.6 | 356.0 |
Other lease related borrowings | 339.4 | 338.9 |
Preference shares | 0.1 | 0.1 |
1,179.4 | 1,244.7 |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 91
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
20 Borrowings continued
2025 | 2024 | |||||
| Gross | Unamortised | Net | Gross | Unamortised | Net | |
| borrowings | issue costs | borrowings | borrowings | issue costs | borrowings | |
| Due: | £m | £m | £m | £m | £m | £m |
Within one year | 64.9 | (2.7) | 62.2 | 61.6 | (3.4) | 58.2 |
| In more than one year but less | ||||||
than two years | 81.2 | (2.4) | 78.8 | 92.2 | (2.9) | 89.3 |
| In more than two years but less | ||||||
than five years | 198.8 | (2.6) | 196.2 | 189.4 | (2.6) | 186.8 |
In more than five years | 924.6 | (20.2) | 904.4 | 989.6 | (21.0) | 968.6 |
1,269.5 | (27.9) | 1,241.6 | 1,332.8 | (29.9) | 1,302.9 |
| Carrying amount | ||
| 2025 | 2024 | |
| £m | £m | |
Bank borrowings | 21.0 | 35.0 |
Securitised debt | 518.5 | 562.3 |
Lease liabilities | 368.2 | 373.7 |
Other lease related borrowings | 361.7 | 361.7 |
Preference shares | 0.1 | 0.1 |
1,269.5 | 1,332.8 |
21 Securitised debt
On 9 August 2005 £805.0 million of secured loan notes were issued in connection with the
securitisation of 1,592 of the Group’s pubs held in Marston’s Pubs Limited. On 22 November
2007, a further £330.0 million of secured loan notes (tranches A4 and AB1) were issued in
connection with the securitisation of an additional 437 of the Group’s pubs, also held in
Marston’s Pubs Limited. The loan notes are secured over the properties and their future income
streams and were issued by Marston’s Issuer PLC, a special purpose entity. On 15 January 2014
all of the AB1 notes were repurchased by the Group at par and immediately cancelled.
The carrying value of the securitised pubs at 27 September 2025 was £1,218.1 million
(2024: £1,155.2 million).
The securitisation is governed by various covenants, warranties and events of default, many of
which apply to Marston’s Pubs Limited. These include covenants regarding the maintenance and
disposal of securitised properties and restrictions on the ability to move cash to other companies
within the Group.
The tranches of securitised debt have the following principal terms:
| 2025 | 2024 | Principal repayment | Expected | Expected | ||
| Tranche | £m | £m | Interest | period – by instalments | average life | maturity date |
A2 | 68.3 | 99.5 | Fixed/floating | 2025 to 2027 | 2 years | 2027 |
A3 | 200.0 | 200.0 | Fixed/floating | 2027 to 2032 | 7 years | 2032 |
A4 | 95.2 | 107.8 | Floating | 2025 to 2031 | 6 years | 2031 |
B | 155.0 | 155.0 | Fixed/floating | 2032 to 2035 | 10 years | 2035 |
518.5 | 562.3 |
The interest payable on each tranche is as follows:
Tranche | Before step up | After step up | Step up date |
A2 | 5.1576% | SONIA + 0.1193% + 1.32% | July 2019 |
A3 | 5.1774% | SONIA + 0.1193% + 1.45% | April 2027 |
A4 | 3-month LIBOR + 0.65% | SONIA + 0.1193% + 1.625% | October 2012 |
B | 5.6410% | SONIA + 0.1193% + 2.55% | July 2019 |
All floating rate notes are economically hedged in full by the Group using interest rate swaps
whereby all interest payments are swapped to fixed interest payable.
At 27 September 2025 Marston’s Pubs Limited held cash of £21.4 million (2024: £33.6 million),
which was governed by certain restrictions under the covenants associated with the securitisation.
In addition, Marston’s Issuer PLC held cash of £0.4 million (2024: £0.4 million).
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 92
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
| 2025 | 2024 | |
| Property leases | £m | £m |
At beginning of the period | 3.2 | 4.0 |
Released in the period | (0.5) | (0.4) |
Provided in the period | 0.4 | 0.8 |
Unwinding of discount | 0.1 | 0.1 |
Utilised in the period | (0.1) | (1.3) |
At end of the period | 3.1 | 3.2 |
| 2025 | 2024 | |
| Recognised in the balance sheet | £m | £m |
Current liabilities | 0.6 | 0.6 |
Non-current liabilities | 2.5 | 2.6 |
3.1 | 3.2 |
25 Financial instruments
Financial instruments by category
| Assets at fair | Assets at | ||
| value through | amortised | ||
| profit or loss | cost | Total | |
| At 27 September 2025 | £m | £m | £m |
| Assets as per the balance sheet | |||
Derivative financial instruments | 0.7 | – | 0.7 |
Finance lease receivables (before provision) | – | 17.3 | 17.3 |
Trade receivables (before provision) | – | 12.4 | 12.4 |
Other receivables (before provision) | – | 2.3 | 2.3 |
Other cash deposits | – | 1.1 | 1.1 |
Cash and cash equivalents | – | 34.8 | 34.8 |
0.7 | 67.9 | 68.6 |
| Liabilities at fair | Other | ||
| value through | financial | ||
| profit or loss | liabilities | Total | |
| At 27 September 2025 | £m | £m | £m |
| Liabilities as per the balance sheet | |||
Derivative financial instruments | 54.6 | – | 54.6 |
Borrowings | – | 1,241.6 | 1,241.6 |
Trade payables | – | 74.9 | 74.9 |
Other payables | – | 13.3 | 13.3 |
54.6 | 1,329.8 | 1,384.4 |
| Assets at fair | Assets at | ||
| value through | amortised | ||
| profit or loss | cost | Total | |
| At 28 September 2024 | £m | £m | £m |
| Assets as per the balance sheet | |||
Derivative financial instruments | 0.4 | – | 0.4 |
Finance lease receivables (before provision) | – | 17.3 | 17.3 |
Trade receivables (before provision) | – | 12.5 | 12.5 |
Other receivables (before provision) | – | 4.1 | 4.1 |
Other cash deposits | – | 1.1 | 1.1 |
Cash and cash equivalents | – | 44.4 | 44.4 |
0.4 | 79.4 | 79.8 |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 93
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
25 Financial instruments continued
Financial instruments by category continued
| Derivatives | Liabilities at fair | Other | ||
| used for | valuethrough | financial | ||
| hedging | profit or loss | liabilities | Total | |
| At 28 September 2024 | £m | £m | £m | £m |
| Liabilities as per the balance sheet | ||||
Derivative financial instruments | 7.6 | 51.8 | – | 59.4 |
Borrowings | – | – | 1,302.9 | 1,302.9 |
Trade payables | – | – | 65.0 | 65.0 |
Other payables | – | – | 13.2 | 13.2 |
7.6 | 51.8 | 1,381.1 | 1,440.5 |
| 2025 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Assets as per the balance sheet | £m | £m | £m | £m |
Derivative financial instruments | – | 0.7 | – | 0.7 |
| 2025 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Liabilities as per the balance sheet | £m | £m | £m | £m |
Derivative financial instruments | – | 54.6 | – | 54.6 |
| 2024 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Assets as per the balance sheet | £m | £m | £m | £m |
Derivative financial instruments | – | 0.4 | – | 0.4 |
| 2024 | ||||
Level 1 | Level 2 | Level 3 | Total | |
Liabilities as per the balance sheet | £m | £m | £m | £m |
Derivative financial instruments | – | 59.4 | – | 59.4 |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 94
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
25 Financial instruments continued
Financial risk factors continued
| 2025 | 2024 | |
| Interest rate swaps designated as part of a hedging relationship | £m | £m |
| Carrying amount of hedging instruments (included within derivative | ||
financial instruments) | – | 7.6 |
| Change in fair value of hedging instruments used as the basis for recognising | ||
hedge ineffectiveness in the period | (1.3) | 3.0 |
Nominal amount of hedging instruments | – | 107.8 |
| Change in fair value of hedged items used as the basis for recognising hedge | ||
ineffectiveness in the period | 1.9 | (2.8) |
Hedging reserve balance in respect of continuing hedges | – | (3.4) |
Hedging reserve balance in respect of discontinued hedges | (34.3) | (37.4) |
Hedging gains/(losses) recognised in other comprehensive income | 1.9 | (2.8) |
Hedge ineffectiveness losses recognised in profit or loss | (0.6) | (0.2) |
| Amount reclassified from the hedging reserve to profit or loss in respect | ||
of continuing hedges | (0.1) | (0.4) |
| Amount reclassified from the hedging reserve to profit or loss in respect | ||
of discontinued hedges | 6.9 | 8.0 |
| 2025 | 2024 | |
| Hedging reserve | £m | £m |
At beginning of the period | (40.8) | (44.4) |
Hedging gains/(losses) recognised in other comprehensive income | 1.9 | (2.8) |
Amount reclassified from the hedging reserve to profit or loss | 6.8 | 7.6 |
Deferred tax on hedging reserve movements | (2.2) | (1.2) |
At end of the period | (34.3) | (40.8) |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 95
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
25 Financial instruments continued
Financial risk factors continued
Interest rate swaps not designated as part of a hedging relationship continued
2025 | 2024 | |||||
| Floating rate | Fixed rate | Floating rate | Fixed rate | |||
| financial | financial | financial | financial | |||
| liabilities | liabilities | Total | liabilities | liabilities | Total | |
| £m | £m | £m | £m | £m | £m | |
Borrowings | 361.7 | 907.8 | 1,269.5 | 361.7 | 971.1 | 1,332.8 |
Gross | Loss allowance | |||
| 2025 | 2024 | 2025 | 2024 | |
| £m | £m | £m | £m | |
| Finance lease receivables | ||||
Net investment in the lease | 17.3 | 17.3 | 1.4 | 1.4 |
17.3 | 17.3 | 1.4 | 1.4 | |
| Trade receivables | ||||
Amounts due from current pub tenants | 1.5 | 1.8 | 0.1 | 0.1 |
Miscellaneous trade receivables | 10.9 | 10.7 | 0.3 | 0.2 |
12.4 | 12.5 | 0.4 | 0.3 | |
| Other receivables | ||||
Amounts due from previous pub tenants | 0.8 | 0.6 | 0.8 | 0.6 |
Amounts due from other property tenants | 0.3 | 0.2 | 0.1 | 0.1 |
Miscellaneous other receivables | 1.2 | 3.3 | – | 0.1 |
2.3 | 4.1 | 0.9 | 0.8 | |
32.0 | 33.9 | 2.7 | 2.5 |
Gross | Loss allowance | |||
| 2025 | 2024 | 2025 | 2024 | |
| £m | £m | £m | £m | |
12-month expected credit losses | 1.2 | 3.3 | – | 0.1 |
| Lifetime expected credit losses for trade | ||||
and lease receivables | 30.8 | 30.6 | 2.7 | 2.4 |
32.0 | 33.9 | 2.7 | 2.5 |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 96
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
25 Financial instruments continued
Financial risk factors continued
| 2025 | 2024 | |
| Finance lease receivables | £m | £m |
At beginning of the period | 1.4 | 2.1 |
Net increase/(decrease) in loss allowance recognised in profit or loss | 0.4 | (0.5) |
Amounts written off as uncollectible | (0.4) | (0.2) |
At end of the period | 1.4 | 1.4 |
| 2025 | 2024 | |
| Trade receivables | £m | £m |
At beginning of the period | 0.3 | 0.5 |
Net increase/(decrease) in loss allowance recognised in profit or loss | 0.1 | (0.1) |
Amounts written off as uncollectible | – | (0.1) |
At end of the period | 0.4 | 0.3 |
| 12-month expected | Lifetime expected | |||
| credit losses | credit losses | |||
| 2025 | 2024 | 2025 | 2024 | |
| Other receivables | £m | £m | £m | £m |
At beginning of the period | 0.1 | 0.1 | 0.7 | 1.0 |
| Net (decrease)/increase in loss | ||||
allowance recognised in profit or loss | (0.1) | – | 0.2 | – |
Amounts written off as uncollectible | – | – | – | (0.3) |
At end of the period | – | 0.1 | 0.9 | 0.7 |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 97
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
25 Financial instruments continued
Financial risk factors continued
Liquidity risk continued
| Between | Between | ||||
| Less than | 1 and | 2 and | Over | ||
| 1 year | 2 years | 5 years | 5years | Total | |
| At 27 September 2025 | £m | £m | £m | £m | £m |
Borrowings | 142.8 | 149.6 | 381.7 | 1,615.5 | 2,289.6 |
Derivative financial instruments | 3.6 | 4.2 | 11.2 | 66.8 | 85.8 |
Trade payables | 74.9 | – | – | – | 74.9 |
Other payables | 13.3 | – | – | – | 13.3 |
234.6 | 153.8 | 392.9 | 1,682.3 | 2,463.6 |
| 2025 | 2024 | |
| Net deferred tax liability/(asset) | £m | £m |
At beginning of the period | 2.4 | (0.9) |
Charged/(credited) to the income statement – continuing operations | 10.3 | (7.6) |
| Charged/(credited) to equity: | ||
Impairment and revaluation of properties | 15.8 | 9.8 |
Hedging reserve | 2.2 | 1.2 |
Retirement benefits | 0.4 | – |
Share-based payments | (0.2) | (0.1) |
At end of the period | 30.9 | 2.4 |
| 2025 | 2024 | |
| Recognised in the balance sheet | £m | £m |
Deferred tax liabilities (after offsetting) | 30.9 | 2.4 |
30.9 | 2.4 |
| Accelerated | Rolled over | |||||
| capital | Revaluation | capital | ||||
| Pensions | allowances | of properties | gains | IFRS 16 | Total | |
| Deferred tax liabilities | £m | £m | £m | £m | £m | £m |
At 29 September 2024 | 3.3 | 51.7 | 66.0 | 3.2 | 59.7 | 183.9 |
Charged/(credited) to the income statement | 0.2 | 6.1 | 5.9 | 0.2 | (2.4) | 10.0 |
Charged/(credited) to equity | 0.4 | – | 16.0 | – | (0.2) | 16.2 |
At 27 September 2025 | 3.9 | 57.8 | 87.9 | 3.4 | 57.1 | 210.1 |
| Interest rate | ||||||
| Tax losses | swaps | Other | IFRS 16 | Total | ||
| Deferred tax assets | £m | £m | £m | £m | £m | |
At 29 September 2024 | (62.0) | (14.3) | (31.8) | (73.4) | (181.5) | |
Charged/(credited) to the incomestatement | 0.1 | (0.9) | (0.4) | 1.5 | 0.3 | |
Charged/(credited) to equity | – | 2.2 | (0.2) | – | 2.0 | |
At 27 September 2025 | (61.9) | (13.0) | (32.4) | (71.9) | (179.2) | |
| Net deferred tax liability | ||||||
At 28 September 2024 | 2.4 | |||||
At 27 September 2025 | 30.9 |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 98
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
26 Deferred tax continued
| Accelerated | ||||||
| capital | Revaluation | Rolled over | ||||
| Pensions | allowances | of properties | capital gains | IFRS 16 | Total | |
| Deferred tax liabilities | £m | £m | £m | £m | £m | £m |
At 1 October 2023 | 3.2 | 48.9 | 55.6 | 4.4 | 61.3 | 173.4 |
Charged/(credited) to the income statement | 0.1 | 2.8 | 0.4 | (1.2) | (1.4) | 0.7 |
Charged/(credited) to equity | – | – | 10.0 | – | (0.2) | 9.8 |
At 28 September 2024 | 3.3 | 51.7 | 66.0 | 3.2 | 59.7 | 183.9 |
| Interest rate | |||||
| Tax losses | swaps | Other | IFRS 16 | Total | |
| Deferred tax assets | £m | £m | £m | £m | £m |
At 1 October 2023 | (62.3) | (7.4) | (30.0) | (74.6) | (174.3) |
Charged/(credited) to the incomestatement | 0.3 | (8.1) | (1.7) | 1.2 | (8.3) |
Charged/(credited) to equity | – | 1.2 | (0.1) | – | 1.1 |
At 28 September 2024 | (62.0) | (14.3) | (31.8) | (73.4) | (181.5) |
| Net deferred tax (asset)/liability | |||||
At 30 September 2023 | (0.9) | ||||
At 28 September 2024 | 2.4 |
| Weighted average | ||||
| Number of shares | exercise price | |||
| 2025 | 2024 | 2025 | 2024 | |
| SAYE | m | m | p | p |
Outstanding at beginning of the period | 13.5 | 12.7 | 29.0 | 29.6 |
Granted | 3.4 | 4.2 | 33.0 | 29.0 |
Exercised | (0.5) | – | 26.1 | – |
Expired | (3.3) | (3.4) | 30.3 | 31.2 |
Outstanding at end of the period | 13.1 | 13.5 | 29.9 | 29.0 |
Exercisable at end of the period | 1.1 | – | 44.0 | – |
Range of exercise prices | 26.0p to | 26.0p to | ||
| 44.0p | 44.0p | |||
Weighted average remaining contractual life (years) | 2.0 | 2.6 |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 99
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
27 Share-based payments continued
| Weighted average | ||||
| Number of shares | exercise price | |||
| 2025 | 2024 | 2025 | 2024 | |
| LTIP | m | m | p | p |
Outstanding at beginning of the period | 26.7 | 16.9 | – | – |
Granted | 9.7 | 12.9 | – | – |
Exercised | (0.7) | (0.1) | – | – |
Expired | (3.9) | (3.0) | – | – |
Outstanding at end of the period | 31.8 | 26.7 | – | – |
Exercisable at end of the period | 0.1 | – | – | – |
The fair values of the SAYE, deferred bonus and LTIP rights are calculated at the date of grant
using the Black-Scholes option-pricing model. The significant inputs into the model for all schemes
unless otherwise stated were:
2025 | 2024 | |
Dividend yield % | 0.0 to 7.2 | 2.3 to 6.3 |
Expected volatility % | 39.4 to 44.4 | 38.0 to 42.6 |
Risk-free interest rate % | 3.8 to 4.1 | 4.1 to 4.3 |
Share price on fair value date (pence) | 42.0 to 43.1 | 29.3 to 30.2 |
| Expected life of rights | ||
SAYE | 3 years | 3 years |
Deferred bonus | N/A | N/A |
LTIP | 3 to 5 years | 3 to 5 years |
The expected volatility is based on historical volatility over the expected life of the rights.
The fair value of options granted during the current period in relation to the SAYE was 11.3p
(2024: 4.0p). No options were granted in the current period or prior period in relation to the
deferred bonus scheme. The weighted average fair value of options granted during the period
in relation to the LTIP was 32.5p (2024: 25.9p).
The weighted average share price for options exercised over the period was 40.1p (2024: 37.5p).
The total charge for the period relating to employee share-based payment plans was £1.8 million
(2024: £2.0 million), all of which related to equity-settled share-based payment transactions.
After tax, the total charge was £1.4 million (2024: £1.5 million).
2025 | 2024 | |||
| Number | Value | Number | Value | |
| Allotted, called up and fully paid | m | £m | m | £m |
| Ordinary shares of 7.375p each: | ||||
At beginning and end of the period | 660.4 | 48.7 | 660.4 | 48.7 |
2025 | 2024 | |||
| Number | Value | Number | Value | |
| m | £m | m | £m | |
| Shares held on trust for employee | ||||
share schemes | 1.5 | 0.7 | 0.4 | 0.5 |
Treasury shares | 25.7 | 107.6 | 26.2 | 109.7 |
27.2 | 108.3 | 26.6 | 110.2 |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 100
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
30 Net debt
| 2025 | 2024 | |
| Analysis of net debt | £m | £m |
| Cash and cash equivalents | ||
Cash at bank and in hand | 34.8 | 44.4 |
34.8 | 44.4 | |
| Financial assets | ||
Other cash deposits | 1.1 | 1.1 |
1.1 | 1.1 | |
| Debt due within one year | ||
Bank borrowings | 1.8 | 2.5 |
Securitised debt | (45.9) | (43.5) |
Lease liabilities | (18.6) | (17.7) |
Other lease related borrowings | 0.5 | 0.5 |
(62.2) | (58.2) | |
| Debt due after one year | ||
Bank borrowings | (19.5) | (33.0) |
Securitised debt | (470.8) | (516.7) |
Lease liabilities | (349.6) | (356.0) |
Other lease related borrowings | (339.4) | (338.9) |
Preference shares | (0.1) | (0.1) |
(1,179.4) | (1,244.7) | |
Net debt | (1,205.7) | (1,257.4) |
Other cash deposits and cash and cash equivalents include deposits securing letters of credit
for reinsurance contracts (note 33). Included within cash and cash equivalents is an amount of
£5.4 million (2024: £5.5 million) relating to collateral held in the form of cash deposits. These
amounts are both considered to be restricted cash. In addition, any other cash held in connection
with the securitised business is governed by certain restrictions under the covenants associated
with the securitisation (note 21).
| 2025 | 2024 | |
| Reconciliation of net cash flow to movement in net debt | £m | £m |
(Decrease)/increase in cash and cash equivalents in the period | (9.6) | 17.9 |
Decrease in other cash deposits | – | (2.0) |
Cash outflow from movement in debt | 66.4 | 293.9 |
Net cash inflow | 56.8 | 309.8 |
Non-cash movements and deferred issue costs | (5.1) | (1.4) |
Movement in net debt in the period | 51.7 | 308.4 |
Net debt at beginning of the period | (1,257.4) | (1,565.8) |
Net debt at end of the period | (1,205.7) | (1,257.4) |
| 2025 | 2024 | |
| £m | £m | |
Net debt excluding lease liabilities | (837.5) | (883.7) |
Lease liabilities | (368.2) | (373.7) |
Net debt | (1,205.7) | (1,257.4) |
Changes in liabilities arising from financing activities are as follows:
2025 | 2024 (restated) | |||||
| Derivative | Total | Derivative | Total | |||
| financial | financing | financial | financing | |||
| Borrowings | instruments | liabilities | Borrowings | instruments | liabilities | |
| £m | £m | £m | £m | £m | £m | |
At beginning of the period | (1,302.9) | (59.0) | (1,361.9) | (1,595.4) | (33.6) | (1,629.0) |
Cash flow | 152.3 | 0.7 | 153.0 | 402.0 | (4.2) | 397.8 |
Changes in fair value | – | 4.4 | 4.4 | – | (21.2) | (21.2) |
Other changes | (91.0) | – | (91.0) | (109.5) | – | (109.5) |
At end of the period | (1,241.6) | (53.9) | (1,295.5) | (1,302.9) | (59.0) | (1,361.9) |
Comparative information has been restated to include changes in liabilities arising from interest
on financing activities, in addition to principal movements.
31 Working capital and non-cash movements
| 2025 | 2024 | |
| Working capital movement | £m | £m |
Decrease in inventories | 0.6 | 0.5 |
(Increase)/decrease in trade and other receivables | (3.8) | 0.8 |
Increase in trade and other payables | 6.2 | 6.9 |
3.0 | 8.2 |
| 2025 | 2024 | |
| Non-cash movements | £m | £m |
| Movements in respect of property, plant and equipment, assets held for sale | ||
and intangible assets | (23.7) | (2.6) |
Impairment of associates | – | 8.0 |
Loss on disposal of associates | – | 11.9 |
Loss from associates | – | 16.1 |
Non-cash movements in respect of leases | 0.4 | (2.7) |
Share-based payments | 1.8 | 2.0 |
(21.5) | 32.7 |
Further details of movements in respect of intangible assets, property, plant and equipment and
assets held for sale are given in notes 10, 11 and 19.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 101
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
| 2025 | 2024 | |
| Depreciation charge for right-of-use assets | £m | £m |
Leasehold land and buildings | 11.5 | 11.3 |
Fixtures, fittings, tools and equipment | – | 0.2 |
11.5 | 11.5 |
| 2025 | 2024 | |
| Carrying amount of right-of-use assets | £m | £m |
Effective freehold land and buildings | 130.2 | 118.4 |
Leasehold land and buildings | 227.9 | 238.6 |
Fixtures, fittings, tools and equipment | – | 0.1 |
358.1 | 357.1 |
| 2025 | 2024 | |
| £m | £m | |
Interest expense on lease liabilities | 19.0 | 19.2 |
Expenses relating to short-term leases | 0.7 | 0.7 |
Variable lease payments | 0.2 | 0.2 |
Income from subleasing right-of-use assets | 1.1 | 1.1 |
Total cash outflow for leases | 30.3 | 30.2 |
Additions to right-of-use assets | 7.0 | 7.7 |
| 2025 | 2024 | |
| £m | £m | |
Less than one year | 37.1 | 36.5 |
Between one and two years | 29.3 | 29.2 |
Between two and five years | 86.0 | 86.2 |
Over five years | 524.7 | 544.5 |
677.1 | 696.4 |
| 2025 | 2024 | |
| £m | £m | |
Finance income on the net investment in the lease | 0.8 | 0.8 |
Lease income for operating leases | 6.4 | 8.0 |
| 2025 | 2024 | |
| Finance leases | £m | £m |
Within one year | 3.5 | 3.7 |
In more than one year but less than two years | 2.1 | 2.3 |
In more than two years but less than three years | 2.0 | 2.1 |
In more than three years but less than four years | 2.0 | 2.1 |
In more than four years but less than five years | 2.0 | 2.1 |
In more than five years | 12.6 | 10.3 |
24.2 | 22.6 | |
Unearned finance income | (6.9) | (5.3) |
Net investment in the lease | 17.3 | 17.3 |
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 102
Notes to the Group financial statements continued
For the 52 weeks ended 27 September 2025
32 Leases continued
The Group as lessor continued
34 Ordinary dividends on equity shares
No dividends were paid during the current or prior period. A final dividend for 2025 has not
been proposed.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 103
Company balance sheet
As at 27 September 2025
Note
27 September
2025
£m
28 September
2024
£m
Fixed assets
Tangible assets 5 212.7 200.5
Investments 6 268.0 266.2
480.7 466.7
Current assets
Debtors
Amounts falling due within one year 7 256.0 256.6
Amounts falling due after more than one year 7 790.4 747.6
Cash at bank 4.7 2.2
1,051.1 1,006.4
Creditors Amounts falling due within one year 8 (576.2) (667.3)
Net current assets 474.9 339.1
Total assets less current liabilities 955.6 805.8
Creditors Amounts falling due after more than one year 8 (113.4) (114.5)
Provisions for liabilities 9 (3.6) (5.6)
Net assets 838.6 685.7
Capital and reserves
Equity share capital 13 48.7 48.7
Share premium account 14 334.0 334.0
Revaluation reserve 14 28.8 25.0
Capital redemption reserve 14 6.8 6.8
Own shares 14 (108.3) (110.2)
Profit and loss reserves 528.6 381.4
Total equity 838.6 685.7
The profit of the Company for the 52 weeks ended 27 September 2025 was £1 48.0 million (2024: £5.5 million). The profit of the Company included dividend receipts from subsidiaries
of£143.3million(2024: £nil).
The financial statements were approved by the Board and authorised for issue on 25 November 2025 and are signed on its behalf by:
Justin Platt
Chief Executive Officer
25 November 2025
Company registration number: 31461
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 104
Company statement of changes in equity
For the 52 weeks ended 27 September 2025
Equity
share
capital
£m
Share
premium
account
£m
Revaluation
reserve
£m
Capital
redemption
reserve
£m
Own
shares
£m
Profit
and loss
reserves
£m
Total
equity
£m
At 1 October 2023 48.7 334.0 21.6 6.8 (110.6) 374.1 674.6
Profit for the period – – – – – 5.5 5.5
Revaluation of properties – – 4.2 – – – 4.2
Deferred tax on properties – – (0.6) – – – (0.6)
Total comprehensive income – – 3.6 – – 5.5 9.1
Share-based payments – – – – – 2.0 2.0
Sale of own shares – – – – 0.4 (0.4) –
Transfer to profit and loss reserves – – (0.2) – – 0.2 –
Total transactions with owners – – (0.2) – 0.4 1.8 2.0
At 28 September 2024 48.7 334.0 25.0 6.8 (110.2) 381.4 685.7
Profit for the period – – – – – 148.0 148.0
Revaluation of properties – – 3.9 – – – 3.9
Deferred tax on properties – – (0.1) – – – (0.1)
Total comprehensive income – – 3.8 – – 148.0 151.8
Share-based payments – – – – – 1.8 1.8
Purchase of own shares – – – – (0.8) – (0.8)
Sale of own shares – – – – 2.7 (2.6) 0.1
Total transactions with owners – – – – 1.9 (0.8) 1.1
At 27 September 2025 48.7 334.0 28.8 6.8 (108.3) 528.6 838.6
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 105
Notes to the Company financial statements
For the 52 weeks ended 27 September 2025
1 Accounting policies
The Company’s principal accounting policies are set out below:
Company information
anddomiciled in the UK . The registered office is St Johns House, St Johns Square,
Basis of preparation
These financial statements have been prepared in accordance with FRS 102 ‘The Financial
Reporting Standard applicable in the UK and Republic of Ireland’ (FRS 102) and the requirements
of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the Company.
Monetary amounts in these financial statements are rounded to the nearest £0.1 million.
The financial statements have been prepared under the historical cost convention modified to
include the revaluation of effective freehold land and buildings.
The Company is a qualifying entity for the purposes of FRS 102, as it prepares publicly available
consolidated financial statements, which are intended to give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Group. The Company has therefore taken
advantage of the exemptions from the following disclosure requirements in FRS 102:
·
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flows and related
notes and disclosures;
·
Section 11 ‘Basic Financial Instruments’ – Interest income/expense and net gains/losses
foreach category of financial instrument not measured at fair value through profit or loss,
impairment losses for each class of financial asset and information that enables users to
evaluate the significance of financial instruments;
·
Section 26 ‘Share-based Payment’ – Reconciliation of the opening and closing number and
weighted average exercise price of share options, how the fair value of options granted was
measured, and an explanation of modifications to arrangements; and
·
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
These financial statements present information about the Company as an individual entity and
notabout its Group.
As permitted by section 408(3) of the Companies Act 2006, no profit and loss account has been
presented for the Company.
The Directors continue to adopt the going concern basis of accounting in preparing the financial
statements. Details of the going concern assessment performed by the Group are provided in
note1 to the Group financial statements.
Turnover
Turnover represents rent receivable, which is recognised over time and in the period to which
itrelates.
Current and deferred tax
The tax currently payable is based on taxable profit for the period. Taxable profit differs from net
profit as reported in the accounts because it excludes items of income or expense that are taxable
or deductible in other periods and it further excludes items that are never taxable or deductible.
The Company’s liability for current tax is calculated using tax rates that have been enacted or
substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets
are recognised to the extent that it is probable that they will be recovered against the reversal of
deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised
if the timing difference arises from goodwill or from the initial recognition of other assets and
liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced
to the extent that it is no longer probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected
to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged
or credited to profit or loss, except when it relates to items charged or credited directly to equity,
in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are
offset when the Company has a legally enforceable right to offset current tax assets and liabilities
and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
Fixed assets
·
Land and buildings which are either freehold or are in substance freehold assets are classed as
effective freehold land and buildings. This includes leasehold land and buildings with a term
exceeding 100 years at acquisition/commencement of the lease or where there is an option to
purchase the freehold at the end of the lease term for a nominal amount. All other leasehold
land and buildings are classed as leasehold land and buildings.
·
Effective freehold land and buildings are initially stated at cost and subsequently at valuation.
Leasehold land and buildings and fixtures, fittings, plant and equipment are stated at cost.
·
Depreciation is charged to the profit and loss account on a straight-line basis to provide for the
cost or valuation of the assets less their residual values over their useful lives.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 106
Notes to the Company financial statements continued
For the 52 weeks ended 27 September 2025
1 Accounting policies continued
Fixed assets continued
·
Land and buildings are depreciated to their residual values over the lower of the lease term
(where applicable) and 50 years.
·
Fixtures, fittings, plant and equipment are depreciated over seven years.
·
Interest costs directly attributable to capital projects are capitalised.
Residual values and useful lives are reviewed and adjusted if appropriate at each balance sheet
date. The Company’s effective freehold land and buildings in respect of its pub estate are
considered to have a residual value equal to their current valuation and as such no depreciation
is charged on these assets.
Effective freehold land and buildings are revalued by qualified valuers on an annual basis using
open market values so that the carrying value of an asset does not differ significantly from its fair
value at the balance sheet date. The annual valuations are determined via third party inspection
of approximately a third of the sites such that all sites are individually inspected every three years.
Substantially all of the Company’s effective freehold land and buildings have been valued by a
third party in accordance with the Royal Institution of Chartered Surveyors’ Red Book. These
valuations are performed directly by reference to observable prices in an active market or recent
market transactions on arm’s length terms for determined multiples and unobservable market data
for fair maintainable trade. Internal valuations are performed on the same basis.
When a valuation is below current carrying value, the asset concerned is reviewed for
impairment. Impairment losses are charged to the revaluation reserve to the extent that a previous
gain has been recorded, and thereafter to the profit and loss account. Surpluses on revaluation
are recognised in the revaluation reserve, except to the extent they reverse previously charged
impairment losses, in which case the reversal is recorded in the profit and loss account.
Disposals of fixed assets
Profit/loss on disposal of fixed assets represents net sale proceeds less the carrying value of the
assets. Any element of the revaluation reserve relating to the fixed assets disposed of is transferred
to profit and loss reserves at the date of sale.
Financial instruments
The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and
Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the balance sheet when the Company becomes party
tothe contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial
statements, when there is a legally enforceable right to set off the recognised amounts and there is
an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which comprise amounts owed by Group undertakings, other debtors and
cash and cash equivalents, are initially measured at the transaction price including transaction
costs and are subsequently carried at amortised cost using the effective interest method.
Financial assets, other than those held at fair value through profit or loss, are assessed for
indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more
events that occurred after the initial recognition of the financial asset, the estimated future cash
flows have been affected. If an asset is impaired, the impairment loss is the difference between
the carrying amount and the present value of the estimated cash flows discounted at the asset’s
original effective interest rate. The impairment loss is recognised in profit or loss. If there is
adecrease in the impairment loss arising from an event occurring after the impairment was
recognised, the impairment is reversed. The reversal is such that the current carrying amount does
not exceed what the carrying amount would have been, had the impairment not previously been
recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the
asset expire or are settled, or when the Company transfers the financial asset and substantially
allthe risks and rewards of ownership to another entity.
Financial liabilities and equity instruments are classified according to the substance of the
contractual arrangements entered into. An equity instrument is any contract that evidences a
residual interest in the assets of the Company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, comprising amounts owed to Group undertakings and borrowings, are
initially recognised at the transaction price and subsequently carried at amortised cost using the
effective interest method.
Financial liabilities are derecognised when the Company’s contractual obligations expire or are
discharged or cancelled.
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the
risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 107
Notes to the Company financial statements continued
For the 52 weeks ended 27 September 2025
1 Accounting policies continued
Leases continued
Assets held under finance leases are recognised as assets at the lower of the assets’ fair value at
the date of inception of the lease and the present value of the minimum lease payments. The related
liability is included in the balance sheet as a finance lease obligation. Lease payments are treated
as consisting of capital and interest elements. The interest is charged to the profit and loss account
so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged
tothe profit and loss account on a straight-line basis over the term of the relevant lease except
where another more systematic basis is more representative of the time pattern in which economic
benefits from the leased asset are consumed.
Lease premiums received are recognised on a straight-line basis over the life of the lease.
Obligations arising from sale and leaseback arrangements with repurchase options that do not
fall within the scope of Section 20 ‘Leases’ of FRS 102 are classified as other lease related
borrowings and accounted for as secured loans on an amortised cost basis.
Investments in subsidiaries
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any
accumulated impairment losses. The investments are assessed for impairment at each reporting date
and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
Provisions
Provisions are recognised in the balance sheet when the Company has a present legal or
constructive obligation as a result of a past event and it is probable that an outflow of economic
benefits will be required to settle the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle
the present obligation at the balance sheet date, taking into account the risks and uncertainties
surrounding the obligation.
Where the effect of the time value of money is material, the amount expected to be required to settle the
obligation is recognised at present value, using a pre-tax rate that reflects current market assessments
ofthe time value of money and the risks specific to the obligation for which the estimates of future cash
flows have not been adjusted. When a provision is measured at present value the unwinding of the
discount is recognised as a finance cost in profit or loss in the period it arises.
Dividends
Dividends proposed by the Board but unpaid at the period end are recognised in the financial statements
when they have been approved by the shareholders. Interim dividends are recognised when paid.
Preference shares
Preference shares are treated as borrowings, and dividends payable on those preference shares
are charged as interest in the profit and loss account.
Group undertakings
There is an intra group funding agreement in place between the Company and certain other
members of the Group. This agreement stipulates that all balances outstanding on any intercompany
loan account between these companies which exceed £1 are interest bearing at a prescribed rate.
There is a 12.5% subordinated loan owed to the Company by Marston’s Pubs Limited. The loan
issubordinate to the amounts due under the securitisation for which the expected maturity date is
2035 (note 21 to the Group financial statements). There are also deep discount bonds owed by
the Company to Banks’s Brewery Insurance Limited. No interest is payable on any other amounts
owed by/to Group companies who are not party to the intra group funding agreement.
All amounts owed by/to Group undertakings are unsecured and, with the exception of the
subordinated loan and deep discount bonds, repayable on demand.
2 Judgements and key sources of estimation uncertainty
In the application of the Company’s accounting policies, the Directors are required to make
judgements, estimates and assumptions about the carrying amounts of assets and liabilities that
are not readily apparent from other sources. The estimates and associated assumptions are based
on historical experience and other factors that are considered to be relevant. Actual results may
differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised where the
revision affects only that period, or in the period of the revision and future periods where the
revision affects both current and future periods.
The following estimates and assumptions have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities:
Tangible fixed assets
The Company carries its effective freehold land and buildings at fair value. These properties are valued
by external or internal valuers on an open market value basis, primarily using earnings multiples
derived from prices in observed transactions involving comparable businesses. The estimation of the
fair values requires a combination of assumptions, including future earnings and appropriate multiples.
The carrying amount of tangible fixed assets is shown in note 5.
Fixed asset investments
Where there are indications of impairment or reversal of impairment of the Company’s
investments in subsidiary undertakings an assessment is made of the recoverable amounts of the
investments, which are based on either net assets or value in use calculations. The estimation of
the recoverable amounts requires a combination of assumptions, including cash flows, long-term
growth rates and pre-tax discount rates.
The carrying amount of fixed asset investments is shown in note 6.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 108
Notes to the Company financial statements continued
For the 52 weeks ended 27 September 2025
2 Judgements and key sources of estimation uncertainty continued
Internal dividend payments
A significant judgement was required in assessing the availability of distributable reserves across
subsidiaries of the Group, which enabled the declaration and settlement of internal dividends up
to Marston’s PLC.
Dividend income is recorded within the profit and loss reserves.
3 Auditor’s remuneration
Fees payable to the Company’s Auditor for the audit of the Company’s annual accounts are
disclosed in note 3 to the Group financial statements. Fees paid to the Company’s Auditor for
non-audit services to the Company itself are not required to be disclosed as the Group financial
statements disclose such fees on a consolidated basis.
4 Employees
The average monthly number of people employed by the Company during the period was
5 Tangible fixed assets
Effective
freehold
land and
buildings
£m
Leasehold
land and
buildings
£m
Fixtures,
fittings,
plant and
equipment
£m
Total
£m
Cost or valuation
At 29 September 2024 192.4 24.9 1.2 218.5
Additions 2.9 1.0 – 3.9
Revaluation 10.5 – – 10.5
At 27 September 2025 205.8 25.9 1.2 232.9
Depreciation
At 29 September 2024 – 17.1 0.9 18.0
Charge for the period – 0.7 0.2 0.9
Impairment – 1.3 – 1.3
At 27 September 2025 – 19.1 1.1 20.2
Net book amount at 28 September 2024 192.4 7.8 0.3 200.5
Net book amount at
27September 2025 205.8 6.8 0.1 212.7
The net book amount of land and buildings is split as follows:
2025
£m
2024
£m
Freehold land and buildings 152.8 141.8
Leasehold land and buildings with a term greater than 100 years
atacquisition/commencement 53.0 50.6
Leasehold land and buildings with a term less than 100 years
at acquisition/commencement 6.8 7.8
212.6 200.2
If the effective freehold land and buildings had not been revalued, the historical cost net book
amount would be £169.0 million (2024: £159.5 million).
Capital expenditure authorised and committed at the period end but not provided for in the
financial statements was £nil (2024: £0.2 million).
The net book amount of effective freehold land and buildings held under finance leases at
27September 2025 was £20.6million (2024: £18.1million). The net book amount of effective freehold
land and buildings held as part of sale and leaseback arrangements that do not fall within the scope
of Section 20 ‘Leases’ of FRS 102 was £99.2 million (2024: £90.4 million). The net book amount
offixtures, fittings, plant and equipment held under finance leases was £0.2 million (2024: £nil).
The Company has charged effective freehold land and buildings with a value of £4.4 million
(2024: £4.6 million) in favour of the Marston’s PLC Pension and Life Assurance Scheme
(the‘Scheme’) as continuing security for the Group’s obligations to the Scheme.
Revaluation/impairment
At 29 June 2025 independent chartered surveyors revalued the Company’s effective freehold
properties on an open market value basis. During the current and prior period various properties
were also reviewed for impairment and/or material changes in value. These valuation
adjustments were recognised in the revaluation reserve or profit and loss account as appropriate.
2025
£m
2024
£m
Profit and loss account
Impairment (5.0) (5.2)
Reversal of past impairment 10.3 7.7
5.3 2.5
Revaluation reserve
Unrealised revaluation surplus 7.0 7.5
Reversal of past revaluation surplus (3.1) (3.3)
3.9 4.2
Net increase in shareholders’ equity/tangible fixed assets 9.2 6.7
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 109
Notes to the Company financial statements continued
For the 52 weeks ended 27 September 2025
6 Fixed asset investments
Subsidiary
undertakings
£m
Cost
At 29 September 2024 266.2
Capital contribution in respect of equity-settled share-based payments 1.8
At 27 September 2025 268.0
Net book amount at 28 September 2024 266.2
Net book amount at 27 September 2025 268.0
Where there are indications of impairment or reversal of impairment of the Company’s investments
in subsidiary undertakings, an assessment is made of the recoverable amounts of the investments,
which are based on either net assets or value in use calculations.
These financial statements are separate company financial statements for Marston’s PLC.
The Company had the following subsidiary undertakings at 27 September 2025:
Nature of business Class of share
Proportion of shares held
directly by Marston’s PLC
Proportion of shares
held by the Group
Marston’s Estates Limited Property management Ordinary 25p – 100%
Marston’s Operating Limited Pub retailer Ordinary £1 – 100%
Marston’s Pubs Limited Pub retailer Ordinary £1 – 100%
Marston’s Pubs Parent Limited Holding company Ordinary £1 – 100%
Marston’s Telecoms Limited Telecommunications Ordinary £1 – 100%
Marston’s Trading Limited Pub retailer Ordinary £5 – 100%
Banks’s Brewery
InsuranceLimited
Insurance Ordinary £1 – 100%
Marston’s Acquisitions Limited Acquisition company Ordinary 25p
Preference £1
–
–
100%
100%
Marston’s Corporate
HoldingsLimited
Holding company Ordinary £1 100% 100%
Marston’s Issuer PLC Financing company Ordinary £1 – –
Marston’s Issuer Parent Limited Holding company Ordinary £1 – –
Brasserie Restaurants Limited Dormant Ordinary £1 – 100%
Celtic Inns Holdings Limited* Dormant Ordinary 1p – 100%
Celtic Inns Limited* Dormant Ordinary £1 – 100%
Eldridge, Pope & Co., Limited Dormant Ordinary 50p – 100%
English Country Inns Limited* Dormant Ordinary 50p – 100%
Fayolle Limited Dormant Ordinary £1 – 100%
John Marston’s TavernersLimited Dormant Ordinary £1 – 100%
Lambert Parker & GainesLimited Dormant Ordinary £1 – 100%
Nature of business Class of share
Proportion of shares held
directly by Marston’s PLC
Proportion of shares
held by the Group
Mansfield Brewery Limited Dormant Ordinary 25p – 100%
Mansfield Brewery
TradingLimited
Dormant Ordinary £1 – 100%
Marston, Thompson
&EvershedLimited
Dormant Ordinary 25p – 100%
Marston’s Property
Developments Limited
Dormant Ordinary £1 – 100%
Osprey Inns Limited Dormant Ordinary £1 – 100%
Pitcher and Piano Limited Dormant Ordinary £1 – 100%
Porter Black (2003) Limited* Dormant Ordinary £1 – 100%
QP Bars Limited* Dormant Ordinary £1 – 100%
Sherwood Forest
PropertiesLimited
Dormant Ordinary £1 – 100%
W&DB (Finance) Limited Dormant Ordinary £1 – 100%
Wizard Inns Limited Dormant ‘A’ Ordinary 1p
Deferred 1p
–
–
100%
100%
* An application to strike off and dissolve these companies was submitted to Companies House prior to the date of issuance of these
financialstatements.
The registered office of all of the above subsidiaries is St Johns House, St Johns Square,
Wolverhampton, WV2 4BH, with the exception of Banks’s Brewery Insurance Limited,
Marston’sIssuer PLC and Marston’s Issuer Parent Limited. The registered office of Banks’s Brewery
Insurance Limited is PO Box 33, Dorey Court, Admiral Park, St Peter Port, Guernsey, GY1 4AT.
The registered office of Marston’s Issuer PLC and Marston’s Issuer Parent Limited is Wilmington
Trust SP Services (London) Limited, Third Floor, 1 King’s Arms Yard, London, EC2R 7AF.
The exemption from audit has been claimed for the individual financial statements of Marston’s
Telecoms Limited (registered number 4010795) for the 52 weeks ended 27 September 2025
under section 479A of the Companies Act 2006. Marston’s PLC has given the required guarantee
under section 479C in respect of the reporting period. The results of Marston’s Telecoms Limited
are included in these consolidated financial statements.
All subsidiaries have been included in the consolidated financial statements. Although the Group
does not hold any shares in Marston’s Issuer PLC and its parent company, Marston’s Issuer Parent
Limited, these companies are treated as subsidiary undertakings for the purpose of the consolidated
financial statements as it is considered that they are controlled by the Group. Marston’s Issuer PLC
was set up with the sole purpose of issuing debt secured on the assets of Marston’s Pubs Limited.
Wilmington Trust SP Services (London) Limited holds the shares of Marston’s Issuer Parent Limited
under a declaration of trust for charitable purposes.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 110
Notes to the Company financial statements continued
For the 52 weeks ended 27 September 2025
7 Debtors
Amounts falling due within one year
2025
£m
2024
£m
Amounts owed by Group undertakings 252.3 252.3
Other debtors 3.7 4.3
256.0 256.6
Amounts falling due after more than one year
2025
£m
2024
£m
12.5% subordinated loan owed by Group undertaking 790.1 747.6
Deferred tax asset 0.3 –
790.4 747.6
Amounts owed by Group undertakings are non-interest bearing and repayable on demand.
The gross contractual amount outstanding in respect of the subordinated loan was £2,095.8 million
(2024: £1,901.0 million) and the impact of discounting the expected cash flows at 12.5% was
£1,305.7 million (2024: £1,153.4 million).
8 Creditors
Amounts falling due within one year
2025
£m
2024
£m
Amounts owed to Group undertakings 470.9 576.8
Finance leases 0.7 0.6
Other lease related borrowings (0.2) (0.1)
Corporation tax 95.4 80.9
Accruals and deferred income 9.4 9.1
576.2 667.3
Amounts falling due after more than one year
2025
£m
2024
£m
Finance leases 18.3 18.7
Other lease related borrowings 88.9 88.7
Preference shares 0.1 0.1
Accruals and deferred income 6.1 7.0
113.4 114.5
Included within amounts falling due within one year, corporation tax, are amounts payable to
other Group companies in respect of corporation tax.
The preference shares carry the right to a fixed cumulative preferential dividend. They participate
in the event of a winding-up and on a return of capital and carry the right to attend and vote at
general meetings of the Company, carrying four votes per share.
Other lease related borrowings represent amounts due under sale and leaseback arrangements
that do not fall within the scope of Section 20 ‘Leases’ of FRS 102. The Company has an option
torepurchase each leased property for a nominal amount at the end of the lease. The leases have
terms of 35 to 40 years and rents which are linked to RPI, subject to a cap and collar.
The amount falling due for payment after more than five years from the balance sheet date on
debts repayable by instalments was £106.3 million (2024: £106.5 million). Debts of £0.1 million
(2024: £0.1 million) were repayable otherwise than by instalments after more than five years
from the balance sheet date.
9 Provisions for liabilities
2025
£m
2024
£m
Property leases 3.6 3.6
Deferred tax liabilities – 2.0
3.6 5.6
Movements on provisions apart from deferred tax liabilities:
Property
leases
£m
At 29 September 2024 3.6
Provided in the period 1.2
Released in the period (0.9)
Utilised in the period (0.4)
Unwind of discount 0.1
At 27 September 2025 3.6
Payments are expected to continue in respect of these property leases for periods of 1 to 28
years (2024: 1 to 20 years). There is not considered to be any significant uncertainty regarding
the amount and timing of these cash flows relating to onerous lease and dilapidation provisions.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 111
Notes to the Company financial statements continued
For the 52 weeks ended 27 September 2025
10 Deferred tax
The amount provided in respect of deferred tax is as follows:
2025
£m
2024
£m
Excess of capital allowances over accumulated depreciation 7.5 6.5
Property related items 1.3 0.3
Other (9.1) (4.8)
(0.3) 2.0
Deferred
tax
£m
Deferred tax liability at 29 September 2024 2.0
Charged to profit or loss (2.4)
Charged to other comprehensive income 0.1
Deferred tax asset at 27 September 2025 (0.3)
A deferred tax asset of £6.7 million (2024: £7.5 million) arising on capital losses has not been
recognised due to uncertainty over its future recoverability.
11 Operating lease commitments
At 27 September 2025 the Company had outstanding commitments for future minimum lease
payments under non-cancellable operating leases as follows:
2025
£m
2024
£m
Within one year 6.5 6.5
In more than one year but less than five years 20.4 20.5
In more than five years 28.0 32.2
54.9 59.2
12 Finance lease obligations
The Company leases various properties and items of equipment under finance leases. The leases
have various terms, escalation clauses and renewal rights. Future minimum lease payments under
finance leases are as follows:
2025
£m
2024
£m
Within one year 1.7 1.7
In more than one year but less than five years 5.5 5.4
In more than five years 25.5 26.9
32.7 34.0
Future finance charges (13.7) (14.7)
Present value of finance lease obligations 19.0 19.3
13 Equity share capital
Allotted, called up and fully paid
2025 2024
Number
m
Value
£m
Number
m
Value
£m
Ordinary shares of 7.375p each 660.4 48.7 660.4 48.7
14 Reserves
The share premium account comprises amounts in excess of nominal value received for the issue
of shares less any transaction costs.
When effective freehold land and buildings are revalued any gains and losses are recognised in
the revaluation reserve, except to the extent that a revaluation gain reverses a revaluation loss
previously recognised in profit or loss or a revaluation loss exceeds the accumulated revaluation
gains recognised in the revaluation reserve; such gains and losses are recognised in profit or loss.
The associated deferred tax on revaluations is also recognised in the revaluation reserve.
Amounts representing the equivalent depreciation are transferred to profit and loss reserves
annually and the full amount is transferred on disposal of the associated property.
The capital redemption reserve arose on share buybacks.
Details of own shares are provided in note 29 to the Group financial statements.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 112
Notes to the Company financial statements continued
For the 52 weeks ended 27 September 2025
15 Group undertakings
During the current period, the Company received non-cash dividends from its subsidiary,
Marston’s Corporate Holdings Limited, in the form of intercompany receivables due from
Marston’s Trading Limited and Marston’s PLC. The intercompany receivables had a total carrying
amount of £143.3 million and were transferred at book value. The dividends were declared out of
realised profits and recognised as distributions in kind in accordance with FRS 102 and applicable
company law.
Following the receipt of these assets, the Company entered into a formal offset agreement with
Marston’s Trading Limited to legally net the receivables against part of an existing liability. As a
result, intercompany debtors and creditors of an equal and opposite amount were derecognised
from the Company’s balance sheet.
The wholly owned Group controlled by Marston’s PLC manages its tax affairs by optimising
available reliefs across the Group, which is common practice within wholly owned groups. During
the year, a potential risk was identified regarding Group entity Marston’s Pubs Limited’s prior
acceptance of capital gains and other transfers from Group entities without direct consideration.
Where such gains give rise to liabilities and Marston’s Pubs Limited lacks sufficient distributable
reserves, this may constitute an unlawful distribution under the Companies Act 2006. To mitigate
this risk, Marston’s PLC has provided nominal consideration for the relevant gains to Marston’s
Pubs Limited, reflecting the estimated liability.
16 Guarantees and contingent liabilities
The Company has entered into a Deed of Guarantee with Marston’s Trading Limited (‘Trading’)
and the Trustees of the Marston’s PLC Pension and Life Assurance Scheme (the ‘Scheme’) whereby
it guarantees to the Trustees the ongoing obligations of Trading to contribute to the Scheme and
the obligations of Trading to contribute to the Scheme in the event of a debt becoming due under
section 75 of the Pensions Act 1995 on the occurrence of either Trading entering liquidation or
the Scheme winding up.
The Company has guaranteed the obligations of Trading under certain of its banking facilities
andthe obligations of Marston’s Estates Limited under various property leases.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 113
Alternative performance measures
Abbreviations
APM Alternative performance measure
Capex Capital expenditure
EBITDA Earnings before interest, tax, depreciation, and amortisation
FCF Free cash flow
LFL Like-for-like
NAV Net asset value
NCF Net cash flow
Definitions
APMs
In addition to statutory financial measures, these full year results include financial measures that
are not defined or recognised under IFRS, all of which the Group considers to be alternative
performance measures (APMs). APMs should not be regarded as a complete picture of the
Group’s financial performance, which the Group presents within its total results.
The APMs are used by the Board and management to analyse operational and financial performance
and track the Group’s progress against long-term strategic plans. The APMs provide additional
information to investors and other external shareholders to enhance their understanding of the
Group’s results and facilitate comparison with industry peers.
Capex
Capital expenditure is the cost of acquiring and maintaining fixed assets, comprising both
maintenance and investment expenditure. It is a measure by which the Group and interested
stakeholders assess the level of investment in the estate to maintain and increase the Group’s
profit. Capital expenditure is the purchase of property, plant and equipment and intangible assets
as presented directly within the Group cash flow statement.
Loan to value
Loan to value is presented both for the Group’s securitised debt and for the Group’s net debt
excluding lease liabilities. The loan to value ratio is the percentage of the amount borrowed
against the value of the Group’s assets.
LFL sales
LFL sales reflect sales for all pubs that were trading in the two periods being compared expressed
as a percentage. LFL sales from managed and pub partnership sites includes food, accommodation
and gaming machine income, and excludes door income.
The inclusion of a pub within LFL sales is considered on a daily basis and a pub is included within
LFL sales for only the days within the trading period where it meets the definition of LFL. A site is
considered fully open for trading if it generated more than £100 per day. If a site is acquired or
disposed of during the two periods being compared, LFL sales include the days where the site
isfully open for trading in both periods.
LFL sales is a widely used industry measure which provides better insight into the trading
performance of the Group as total revenue is impacted by acquisitions, disposals, and investment
into the estate through conversions and refurbishments.
NAV per share
NAV per share is the value of net assets of the Group, divided by the number of shares in issue
excluding own shares held.
NCF
NCF is the increase/decrease in cash and cash equivalents in the period, adjusted for movements
in other cash deposits and the cash movement in debt. NCF was used by the Group to determine
targets for LTIP awards.
Net debt
Net debt is defined as the sum of cash and cash equivalents and other cash deposits, less total
borrowings, at the balance sheet date. Net debt is also presented excluding lease liabilities.
Thenet debt to EBITDA leverage ratio is presented both inclusive and exclusive of IFRS 16 lease
liabilities and the associated EBITDA impact which is both post- and pre-IFRS 16 impacts
respectively.
Non-underlying
Non-underlying items are presented separately on the face of the income statement and are
defined as those items of income and expense which, because of the size, nature and/or
expected infrequency of the events giving rise to them, are considered material, and merit
separate presentation to enable users of the financial statements to better understand elements of
financial performance in the period, and to facilitate comparison with future and prior periods. As
management of the freehold and leasehold property estate is an essential and significant area of
the business, the threshold for classification of property-related items as non-underlying is higher
than other items.
Underlying results should not be regarded as a complete picture of the Group’s financial
performance as they exclude specific items of income and expense. The full financial
performance of the Group is presented within its total statutory results.
Operating profit/(loss)
Operating profit/(loss) is revenue less net operating expenses. Operating profit/(loss) is
presented directly on the Group income statement. It is not defined in IFRS; however, it is a
generally accepted profit measure.
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 114
Alternative performance measures continued
Definitions continued
Profit/(loss) before tax
Profit/(loss) before tax is profit/(loss) for the period presented before the tax charge/credit for
the period. Profit/(loss) before tax is presented directly on the Group income statement. It is not
defined in IFRS; however, it is a generally accepted profit measure.
Recurring FCF
Recurring FCF represents NCF adjusted for the sale of property, plant and equipment and assets
held for sale, disposal proceeds from the sale of the Group’s investment in Carlsberg Marston’s
Limited, and dividends received from associates.
Sales from managed and pub partnership sites
Sales from managed and pub partnership sites represents all revenue that is generated in
ourmanaged and franchised pubs, which includes food, drink, accommodation, gaming
machine and door income.
Underlying earnings/(loss) per share
Underlying earnings/(loss) per share reflects the earnings attributable to ordinary shareholders,
adjusted to exclude non-underlying items.
Underlying EBITDA
Underlying EBITDA is the earnings before interest, tax, depreciation, amortisation and non-underlying
items. The Directors regularly use underlying EBITDA as a key performance measure in assessing
the Group’s profitability. The measure is considered useful to users of the financial statements as it
is a widely used industry measure which allows comparison to peers and comparison of
performance across periods, and is used to determine bonus outcomes for Directors’
remuneration.
Wholesale sales
Wholesale sales represents revenue from contracts with customers generated from our tenanted
and leased pubs.
Year
The current year refers to the 52-week period ended 27 September 2025. The prior year refers
tothe 52-week period ended 28 September 2024.
Reconciliation of APMs to Marston’s strategy
APM
Closest equivalent
statutorymeasure Link to value driver for growth
Link to key
sustainabilitytargets
Capex Purchase of property,
plantand equipment and
intangible assets
Capex to create differentiated
pub formats
To promote energy
fromrenewable or
self-generated sources
NCF
Recurring FCF
Net increase/
(decrease)in cash
andcash equivalents
Leveraging Marston’s synergies
intargeted acquisitions
To achieve Net
Zero by 2040
Maintain FTSE4Good
certification
LFL sales Revenue Execute a market-leading
puboperating model
Digital transformation
All of our pubs
to be 5* EHO
NAV per share Net assets Capex to create differentiated
pub formats
To achieve Net
Zero by 2040
Net debt
Loan to value
Borrowings Capex to create differentiated
pub formats
Execute a market leading pub
operating model
To achieve Net
Zero by 2040
Underlying
operating margin
Operating profit Execute a market leading pub
operating model
50% reduction in food
waste by 2030
Underlying EBITDA Operating profit Expansion of managed
andpartnership models
To reduce the volume of
water we consume across
our estate every year
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 115
Reconciliation of APMs to statutory results
Condensed cash flow statement with APM subtotals
Statutory reference
2025
£m
2024
£m
Underlying EBITDA 205.1 193.0
Non-underlying EBITDA 19.8 (32.0)
Total EBITDA 224.9 161.0
Non-cash movements Cash flow statement (21.5) 32.7
Decrease in provisions and other
non-current liabilities
Cash flow statement (0.3) (0.9)
Cash adjusted total EBITDA 203.1 192.8
Income tax (paid)/received Cash flow statement (5.3) 0.1
Working capital Cash flow statement 3.0 8.2
Difference between defined benefit pension
contributions paid and amounts charged
Cash flow statement (1.6) (7.5)
Net cash inflow from operating activities
(excluding dividends from associates)
199.2 193.6
Net interest paid and finance lease capital
repayments
(83.2) (98.2)
Purchase of property, plant and equipment
andintangible assets
Cash flow statement (61.2) (46.2)
Arrangement costs of bank facilities and swap
termination costs
(0.9) (5.6)
Purchase of own shares Cash flow statement (0.8) –
Proceeds from sale of own shares Cash flow statement 0.1 –
Recurring free cash flow 53.2 43.6
Dividends from associates Cash flow statement – 13.8
Sale of property, plant and equipment
andassetsheld for sale
Cash flow statement 6.4 46.9
Disposal of associate Cash flow statement (2.8) 205.5
Net cash flow 56.8 309.8
Cash outflow from movement in debt Note 30 (66.4) (293.9)
Decrease in other cash deposits Note 30 – 2.0
Net (decrease)/increase in cash
andcashequivalents
Cash flow statement (9.6) 17.9
Loan to value
Statutory reference
27 September
2025
£m
28 September
2024
£m
Securitised pubs and lodges 1,211.0 1,145.9
Non-securitised effective freehold pubs and lodges 671.9 618.5
1,882.9 1,764.4
Non-securitised leasehold pubs and lodges 274.1 282.8
Other non-core properties and administration assets 24.3 21.8
Property, plant and equipment total Balance sheet 2,181.3 2,069.0
Securitised debt due within one year Note 20 45.9 43.5
Securitised debt due after one year Note 20 470.8 516.7
516.7 560.2
Cash balances in respect of the securitisation Note 21 (21.8) (34.0)
Securitised net debt 494.9 526.2
Loan to value of securitised net debt 41% 46%
Net debt excluding lease liabilities at end of the period Note 30 837.5 883.7
Loan to value of net debt excluding lease liabilities 44% 50%
LFL sales
Statutory reference
52 weeks to
27 September
2025
£m
52 weeks to
28 September
2024
£m
LFL
%
LFL sales from managed and
pubpartnership sites 856.3 842.6 1.6
Non-LFL sales from managed and
pubpartnership sites 14.8 21. 2
Door income 0.8 0.8
Sales from managed and
pubpartnership sites Note 3 871. 9 864.6
Alternative performance measures continued
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 116
Reconciliation of APMs to statutory results continued
NAV per share
Statutory reference 2025 2024
Net assets (£m) Balance sheet 790.7 654.8
Number of shares outstanding (m) Note 28,29 633.2 633.8
NAV per share (£) 1.25 1.03
Underlying
1
operating margin and underlying
1
EBITDA margin
(fromcontinuingoperations)
2025 2024
Underlying
1
£m
Non-
underlying
1
£m
Total
£m
Underlying
1
£m
Non-
underlying
1
£m
Total
£m
Continuing operations
Operating profit* 159.9 19.8 179.7 147.2 4.5 151.7
Depreciation and amortisation* 45.2 – 45.2 45.3 – 45.3
EBITDA 205.1 19.8 224.9 192.5 4.5 197.0
Discontinued operations
Profit/(loss) for the period from
discontinued operations – – – 0.5 (36.5) (36.0)
– – – 0.5 (36.5) (36.0)
EBITDA for continuing and
discontinued operations 205.1 19.8 224.9 193.0 (32.0) 161.0
* Operating profit agrees to the Group income statement and depreciation and amortisation agrees to the Group cash flow statement.
Statutory reference
2025
£m
2024
£m
Operating profit Income statement 179.7 151.7
Non-underlying
1
operating items Income statement (19.8) (4.5)
Underlying
1
operating profit 159.9 147.2
Depreciation and amortisation Cash flow statement 45.2 45.3
Underlying
1
EBITDA 205.1 192.5
Revenue Income statement 897.9 898.6
Underlying
1
operating margin 17.8% 16.4 %
Underlying
1
EBITDA margin 22.8% 21.4 %
Net debt
Alternative performance measures continued
Statutory reference
2025
£m
2024
£m
Underlying EBITDA under IFRS 16 205.1 192.5
Net rental charge (22.4) (21.7)
Underlying EBITDA pre IFRS 16 182.7 170.8
Net debt including lease liabilities at end of the period Note 30 1,205.7 1,257.4
Net debt to EBITDA leverage including lease liabilities 5.9 6.5
Net debt excluding lease liabilities at end of the period Note 30 837.5 883.7
Net debt to EBITDA leverage excluding lease liabilities 4.6 5.2
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 117
Information for shareholders
Annual General Meeting (AGM)
The Company’s AGM will be held at 10:00am on 28 January 2026 at The Farmhouse at
Mackworth, 60 Ashbourne Road, Derby DE22 4LY. Any changes to the AGM arrangements will
be communicated to shareholders before the AGM through our website and, where appropriate,
by RNS announcement.
Online voting for the AGM
Shareholder participation remains important to us and we strongly encourage all shareholders
vote on each of the resolutions in advance. Shareholders who have already registered with
Equiniti Registrars’ online portfolio service, Shareview, can appoint their proxy electronically
bylogging on to their portfolio at www.shareview.co.uk using their user ID and password.
Financial calendar
AGM and Interim Management Statement 28 January 2026
Half-year results May 2026
Full-year results November 2026
These dates are indicative only and may be subject to change.
Registrars
The Company’s shareholder register is maintained by our Registrar, Equiniti. If you have any
queries relating to your Marston’s PLC shareholding you should contact Equiniti directly by one
ofthe methods below:
Online: help.shareview.co.uk – from here you will be able to securely email Equiniti with
your query
Telephone: +44 (0)371 384 2274
1
By post: Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA
Dividend payments
More information on dividend payments can be found on page 13. If you believe you
haveanyunclaimed dividends or have misplaced a cheque, please contact Equiniti or
visit www.shareview.co.uk. By completing a bank mandate form, dividends can be paid
directly into your bank or building society account. To change how you receive your dividends
contact Equiniti or visit www.shareview.co.uk.
1. Lines are open from 8:30am to 5:30pm (UK time), Monday to Friday, excluding public holidays in England and Wales. If calling from outside
ofthe UK, please ensure the country code is used.
2. Lines are open Monday to Friday, 8:00am to 4:30pm for dealing and until 5,30pm for enquiries (UK time), excluding English public holidays.
Electronic communications
Changes in legislation in recent years allow the Company to use its corporate website as the main
way to communicate with our shareholders. Our Annual Report and Accounts are only sent to
those shareholders who have opted to receive a paper copy. Registering to receive shareholder
documentation from the Company electronically will allow shareholders to:
·
view the Annual Report and Accounts on the day it is published;
·
receive an email alert when the Annual Report and Accounts and any other shareholder
documents are available;
·
cast their AGM votes electronically; and
·
manage their shareholding quickly and securely online, through www.shareview.co.uk
This reduces our impact on the environment, minimises waste and reduces printing and mailing
costs. For further information and to register for electronic shareholder communications, visit
www.shareview.co.uk.
Buying and selling shares in the UK
If you wish to buy or sell Marston’s PLC shares and hold a share certificate, you can:
·
use the services of a stockbroker or high street bank; or
·
use a telephone or online service. If you sell your shares in this way you will need to present
your share certificate at the time of sale. Details of a low cost dealing service may be obtained
from www.shareview.co.uk/dealing or 0345 603 7037
2
Ordinary Shares
Range of Shareholding
Balance ranges Total no. holdings % of holders Total no. shares % issued capital
1–1,000 3,220 48.34 1,246,023 0.19
1,001–10,000 2,583 38.77 9,415,572 1.43
10,001–100,000 653 9.80 17,845,054 2.70
100,001–1,000,000 128 1.92 44,469,067 6.73
1,000,001–999,999,999 78 1.17 587,386,478 88.95
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 118
Information for shareholders continued
Share fraud warning
Share fraud includes scams where investors are called out of the blue and offered an inflated
price for shares they own or shares that often turn out to be worthless or non-existent. These calls
come from fraudsters operating ‘boiler rooms’ that are mostly based abroad. While high profits
are promised, those who buy or sell shares in this way usually lose their money. The Financial
Conduct Authority (FCA) has found most share fraud victims are experienced investors who lose
an average of £20,000, with around £200 million lost in the UK each year.
If you are offered unsolicited investment advice, discounted shares, a premium price for shares
you own, or free company or research reports, you should take these steps before handing over
any money:
·
Get the name of the person and organisation contacting you and then end the call.
·
Check the Financial Services Register at www.fca.org.uk/register to ensure they
areauthorised.
·
Use the details on the FCA Register to contact the firm.
·
Call the FCA Consumer Helpline on 0800 111 6768 if there are no contact details on
theRegister or you are told they are out of date.
·
Search the FCA list of unauthorised firms and individuals to avoid doing business with.
·
Remember, if it sounds too good to be true, it probably is.
If you use an unauthorised firm to buy or sell shares or other investments, you will not have access
to the Financial Ombudsman Service or Financial Services Compensation Scheme if things go wrong.
If you are approached about a share scam you should tell the FCA using the share fraud
reporting form at www.fca.org.uk/consumers/report-scam where you will find out about
thelatest investment scams. You can also call the Consumer Helpline on 0800 111 6768.
Company details
Registered office: St Johns House, St Johns Square, Wolverhampton WV2 4BH
Telephone: 01902 907250
Company registration number: 31461
Investor queries: investorrelations@marstons.co.uk
Auditor
RSM UK Audit LLP 10th Floor, 103 Colmore Row, Birmingham, B3 3AG
Advisers
JP Morgan Cazenove, 20 Moorgate, London EC2R 6DA
Peel Hunt LLP, Moor House, 120 London Wall, London EC2Y 5ET
Gleacher Shacklock LLP, Cleveland House, 33 King Street, London, SW1Y 6RJ
Solicitors
Freshfield Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HS
Slaughter & May LLP, One Burnhill Row, London EC1Y 8YY
Ordinary Shares continued
Private client fund managers 28%
Private investors 16%
Institutional investors 56%
Analysis of shareholder register by investor type
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 119
Glossary
AGM Annual General Meeting
BPS Basis points – unit of measurement used to express percentage change
CAGR Compound Annual Growth Rate
CAPEX Capital expenditure
CMBC Carlsberg Marston’s Brewing Company
CMD Capital Markets Day
ED&I Equity, Diversity and Inclusion
EBITDA Earnings before interest, taxes, depreciation, and amortisation
EHO Food hygiene rating issued by Food Standards Agency
EPC Energy performance certificate
ESG Environmental, Social and Governance
EV Electric vehicle
FCF Free cash flow
FTSE4Good An index designed to measure the performance of companies demonstrating
strong Environmental, Social and Governance practices
FY Financial year
GHG Greenhouse Gas
IFRS International Financial Reporting Standards
LFL Like-for-like
LTIP Long-Term Incentive Plan
NCF Net cash flow
PBT Profit before tax
PCA Pubs Code Adjudicator
Pub Support
Centre
Marston’s head office
RFCF Recurring free cash flow
Reputation
score
Third party platform for collating guest feedback, generating overall score
ROIC Return on investment capital
SEDEX Supplier Ethical Data Exchange – membership organisation for auditing
supplychains
TCFD Task Force on Climate-related Financial Disclosures
The Pubs Code Statutory regulation effective 21 July 2016
TSR Total shareholder return – a combination of share price appreciation and
dividends paid
Strategic report Governance Financial statements Additional information Marston’s PLC Annual Report and Accounts 2025 120
Produced by Design Portfolio
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Marston’s PLC’s commitment to environmental issues is reflected in this Annual Report, which has been printed
on Arena Smooth Extra White, an FSC® certified material. This document was printed by Park Communications
using its environmental print technology, which minimises the impact of printing on the environment, with 99%
of dry waste diverted from landfill. Both the printer and the paper mill are registered toISO 14001.
CBP033715
Marston’s PLC
St. Johns House, St. Johns Square,
Wolverhampton WV2 4BH
Telephone: 01902 907250
Registered No. 31461
Marston’s PLC Annual Report and Accounts 2025