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InvestingInvesting
in growth
Annual Report and Accounts 2024/25
Whitbread PLC Annual Report and Accounts 2024/25
We own Premier Inn, the
UK’s largest hotel brand,
operating 86,000 rooms
in over 850 hotels. We
also have a significant
and growing presence in
Germany and, with 62 hotels
open, we are on course to
replicate our UK success
andbecome the number
onehotel brand.
Our scale, operating model
and passion for excellence
mean we can deliver a
great guest experience
whilst continuing to invest
in our operations and drive
attractive shareholder returns.
Find out more about ForceforGood
in our ESGReport 2024/25
Find out more online
www.whitbread.co.uk/
Sustainability highlights
Ethnic minority representation
in our leadership population
9.3%
2023/24: 9.1%
Raised for Great Ormond Street
Hospital Children’s Charity (GOSH)
£2m
2023/24: £2.4m
Reduction in Scope 1 and 2 emissions
intensity from a 2016/17 base year
59.7%
2023/24: 54.9%
Our year at a glance
Financial highlights
Statutory revenue
£2,922m
2023/24: £2,960m
Adjusted basic earnings pershare†
194.6p
2023/24: 206.9p
Adjusted operating
cash flow†
£723m
2023/24: £787m
Adjusted profit before tax†
£483m
2023/24: £561m
Statutory basic earnings pershare
141.5p
2023/24: 161.0p
Lease-adjusted net debt
toadjustedEBITDAR†
3.0x
2023/24: 2.6x
Statutory profit before tax
£368m
2023/24: £452m
Dividend per share
97.0p
2023/24: 97.0p
Total shareholder returns*
£442m
2023/24: £756m
* Total shareholder dividends paid and share buy-backs completed in 2024/25.
†
See pages 232 to 238 for definitions of alternative performance measures. This footnote is referenced throughout the report.
Throughout this report and unless stated otherwise, all percentage growth comparisons are made comparing the latest year (2024/25) performance
with that of the prior year (2023/24).
Read more on pages 58–59
Opportunity Community Responsibility
1
Whitbread PLC Annual Report and Accounts 2024/25
Contents
Strategic report
2 Purpose and strategy
3 Brands and locations
4 Business model
6 Why invest?
8 Chairman’s statement
10 Chief Executive’s review
14 Strategy in action: Our five year plan
16 Strategy and KPIs
20 Strategy in action: Grow and innovate
in the UK&I
22 UK market drivers
24 UK strategy
26 UK performance
28 Strategy in action: Focus on our strengths
togrow in Germany
30 German market drivers
32 German strategy
34 German performance
36 Strategy in action: Enhance our capabilities
to deliver long-term growth
38 Long-term growth strategy
40 Chief Financial Officer’sreview
44 Stakeholder engagement
50 Our Values
52 Chief People Officer’s review
58 Sustainability
62 Risk management
64 Principal risks and uncertainties
70 Viability statement
71 Non-financial and sustainability
informationstatement
72 Climate-related financial disclosures
Governance
90 Corporate governance ataglance
92 Chairman’s governance report
94 Corporate governance statement
96 Board leadership and company purpose
98 Division of responsibilities
99 Board of directors
103 Executive Committee
104 Composition, succession andevaluation
106 Nomination Committee report
108 Audit Committee report
114 Remuneration Committee report
120 Remuneration at a glance
122 Directors’ remuneration policy
130 Annual report on remuneration
142 Directors’ report
148 Directors’ responsibility statement
149 Independent limited assurance report
Consolidated accounts 2024/25
153 Independent auditor’s report
162 Consolidated income statement
162 Earnings per share
163 Consolidated statement
ofcomprehensiveincome
164 Consolidated statement of changes inequity
165 Consolidated balance sheet
166 Consolidated cash flow statement
167 Notes to the consolidated financial statements
Whitbread PLC Company
accounts2024/25
218 Company balance sheet
219 Company statement of changes in equity
220 Notes to the Company financial statements
Other information
231 Glossary
232 Alternative performance measures
239 Shareholder services
In 2024, we launched our Five-Year Plan to deliver
a step change in profits, margins and returns.
Throughout this report, we explain our progress
in2024/25 and our plans to 2029/30.
Find out more on pages 14 to 19
in growth
InvestingInvesting
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
2 STRATEGIC REPORT
What sets us apart?
PURPOSE AND STRATEGY
Our strategy comprises the following threepillars:
See page 16
Our long-established and
industry-leading sustainability
programme isfully embedded within
each pillar of ourbusiness strategy.
We have setambitious targets across
all areas of our business.
Find out more online
www.whitbread.co.uk
Responsibility
We always seek to operate in a way that respects
people and the planet.
See page 59
Community
We are focused on making a meaningful contribution
to the customers and communities we serve.
See page 58
Opportunity
We want all of our team members to reach their
potential with no barriers to entry and no limits
toambition.
See page 58
Underpinned by our Values
Enhance our capabilities to
supportlong-term growth
Read more on page 19
Focus on our strengths
togrowinGermany
Read more on page 18
Grow and innovate in the UK
Read more on page 17
To provide high-quality, affordable hotel rooms
toour guests, to help them to live and work well
andtopositively impact the world around us.
With no barriers to entry or limits to ambition,
we will provide meaningful work, skills and career
development opportunities for our teams.
See page 55
“Our ambition is to
be the world’s best
budget hotel brand.”
Dominic Paul
Chief Executive
Purpose
Strategic pillars
Force for Good
3
Whitbread PLC Annual Report and Accounts 2024/25
Our hotel brands
Food and beverage, especially a hot breakfast, is a key part of the guest experience
atPremier Inn. The majority of our guests are served by an integrated restaurant within
thehotel, tailored for the Premier Inn guest. At approximately 200 of our sites, guests are
served byaneighbouring branded restaurant trading under one of our six brands above.
Find out more online
www.whitbread.co.uk/about-us/our-brands/
BRANDS AND LOCATIONS
Premier Inn is the largest hotel brand in the
UK and has a growing presence in Germany.
Our consistent guest proposition is synonymous
with providing high-quality and great value
hotel rooms. We have a long runway for
growth; our committed and future pipeline,
together with our UK extensions programme,
means we will reach at least 98,000 open
rooms in the UK and Ireland and 20,000
open rooms in Germany by 2029/30.
‘hub by Premier Inn’ offers a more
compact,digitally advanced in-room
experience at a great price in prime
citylocations. With 18 hub hotels
alreadyopen across London and
Edinburgh,wehave a committed
pipelinetoopen more sites over
thenextfew years.
Where we operate
1
1 As at 27 February 2025, we also operate 11
Premier Inns across the Middle East as part
ofajoint venture.
2 Includes six sites in Ireland, one site in each
ofGuernsey and the Isle of Man and two sites
inJersey.
3 Includes one site in Austria.
4 Sites where the Group has a legal interest in a
property with the intention of opening a hotel
in the future. UK committed pipeline includes
Accelerating Growth Plan extension rooms with
planning approval
United Kingdom and Ireland
Our largest and most profitable market is
driven by high volumes of domestic travel,
supplemented by inbound travel. With a
significant decline in the independent
sector and limited new room growth from
other branded operators, a favourable
supply backdrop is expected to remain
inplace for the next few years.
Germany
The German hotel market is 40% larger
thanthat in the UK and shares a number
ofattractive structural characteristics that
helped drive Premier Inn’s success in the UK.
Having grown rapidly in recent years, we are
on course to become Germany’s number
onehotel brand, delivering profitable growth
and attractive long-term returns on capital.
Long-term ambition to become
No.1
Open rooms
3
11,000
Committed pipeline
4
7,000
Read more on pages 32 to 33
UK long-term room potential
125,000
Open rooms
2
86,000
Committed pipeline
4
8,000
Read more on pages 24 to 25
Our food and beverage brands
High-quality, great
valueproposition
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
4 STRATEGIC REPORT
BUSINESS MODEL
Our differentiated
approach
With a market-leading position in
the UK and a growing presence in
Germany, through our business model
we are executing at pace toreach our
ambitions and deliver long-term value
for key stakeholders.
E
n
s
u
r
i
n
g
l
o
n
g
-
t
e
r
m
v
a
l
u
e
Our
ambitions
Our
outcomes
Our
enablers
Our capital
allocation
Find out more about how we generate and sustain value
www.whitbread.co.uk/
Highly engaged
teams
Market-leading
guestproposition
Sustainable
profitablegrowth
Our outcomes
Generating benefits for our teams, guests, communities and shareholders:
Investing in long-term value Rewarding key stakeholders
Our capital allocation
Striking the appropriate balance through our strict capital discipline and framework, we are:
Extending our
market-leading
position in the UK
Becoming No.1
in Germany
Enabling long-term
growth
Our ambitions
Our strategy is underpinned by our Five-Year Plan that is set to drive us closer towards the
achievement of each of the following ambitions that are set out later in this report:
See more about our Five-Year Plan on page 14
See more about our outcomes on pages 17–19
Force for
Good
Page 58
Culture
and values
Page 50
Governance
framework
Page 90
Vertically
integrated
model
Our enablers
We have identified a number of key enablers that are fundamental to our long-term success:
5
Whitbread PLC Annual Report and Accounts 2024/25
Availability
• Over 850 hotels across the UK and Ireland,
with 43 hotels in the committed pipeline
• 62 hotels in Germany, with 38 hotels
inthe committed pipeline
• Variety of room and booking options
catering to guests’ needs
Value
• High-quality rooms at affordable prices
• Offering flexibility and value through
our different rate types
• Tailored food and beverage offering
enhances the guest experience
Consistency
• UK’s leading hotel brand
1
• High guest satisfaction in Germany
2
• Investment in our product and teams
delivers a consistent, high-quality
experience
Vertically integrated model
Our vertically integrated model differentiates us from our peers and is a significant source of competitive advantage:
Driving long-term, sustainable value for our stakeholders
Operational control
Commercial excellence
Freehold-backed balance sheet
Low-cost distribution
Cost efficiency
Sustainability
We control all elements of the
valuechain...
...and for our guests.which generates key benefits for us...
We have a flexible
property model
We own and operate all
ofour hotels and brands
We own the customer
relationship
We manage our
inventory distribution
1 UK YouGov BrandIndex Quality & Value scores as at
27February 2025.
2 Germany YouGov Satisfaction: 1 March 2024
to27February 2025
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
6
3 | Differentiated model underpins a market-leading proposition
WHY INVEST?
Our market-leading
reputation for both
quality and value
in theUK is also
underpinning strong
growth in Germany.
Withc.34,000 people
employed, the Group
is a constituent ofthe
FTSE 100 index.
Our operating model is a key source of competitive
advantage. Ownership of all aspects of our operations
ensures the delivery of a consistent, high-quality product,
whilst our scale and financial discipline mean we can continue
to offer great value for our guests. A centralised approach
torevenue management allows us to maximise revenue
whilstmanaging our cost of sales by integrating our digital
marketing and customer relationship management activity
into our trading strategy. Ourfood and beverage offer helps
us to drive incremental RevPAR and our Accelerating Growth
Plan will optimise our offer and further enhance the guest
experience. Our Force for Good sustainability programme
ensures we are contributing positively to the communities
where we operate.
1 UK YouGov BrandIndex Quality & Value scores as at 27 February
2025 based on a nationally representative 52-week moving average.
Investment
case
2 | Unlocking value in Germany
Germany is a large and exciting market with significant
volumes of leisure and business travel. The independent
sector is larger than that in the UK and has also been
declining post the pandemic. However, there is no clear
leaderin the branded budget segment, creating opportunity
for Premier Inn.
Having grown rapidly through a combination of acquisitions,
conversions and new builds, we have 100 hotels in our open
and committed pipeline. Including our pipeline, we are
already one of the largest operators and are on course
tobecome the country’s number one hotel brand.
Open hotels*
62
Pipeline hotels
38
* Includes one hotel in Austria.
1 | Long-term growth opportunity in the UK
With 86,000 rooms open and a further 8,000* rooms in our
pipeline, we have significant growth potential of up to 125,000
rooms across the UK and Ireland. With a material reduction in
independent supply following the pandemic and a subdued
pipeline of new build hotels, we do not expect UK supply to
recover to 2019 levels until at least 2027. Our flexible approach
to property ownership means we are well placed to take
advantage of this significant market opportunity by adding
rooms through both new sites and extensions as demonstrated
by our Accelerating Growth Plan (AGP).
* UK and Ireland committed pipeline, including AGP rooms with
planning approved.
Open and
committed rooms
2029/30 open
rooms target
94,000
98,000
125,000
Long-term
potential rooms
UK YouGov BrandIndex
1
Quality
Hilton
Marriott
Premier Inn
Crowne Plaza
Best
Western
Holiday Inn
Airbnb
Holiday Inn Express
Ibis
Travelodge
Booking.com
30
40
20
10
0
10 20 30 40
50
Value
STRATEGIC REPORT
7
Whitbread PLC Annual Report and Accounts 2024/25
4 | Attractive returns on a growing capitalbase
5 | Asset-backed balance sheet provides stability and enables growth
Since 2019/20, we have added over 7,000 rooms across
the UK and Ireland and increased our return on capital
employed† (ROCE). Whilst benefiting from a small shift
towards more leasehold properties, lease-adjusted returns
have also increased over this period and remain well
above our cost of capital. At the end of 2024/25, our
UKestate stood at 86,000 rooms and we achieved
ROCE† of 12.9%. While this is lower than 2023/24 levels,
this reduction reflected the impact of our Accelerating
Growth Plan, higher inflation and softer UK demand.
Withthe further optimisation of our estate, our ongoing
commercial initiatives and operating efficiencies, we
expect to increase UK returns substantially as reflected
inour Five-Year Plan. Our German business is also making
excellent progress and is on track to deliver similar rates
of return to the UK over the medium to long term. As laid
out in our Five-Year Plan, our current open estate in
Germany of 11,000 rooms will be mature and deliver
double-digit returns by 2029/30 with our remaining
estate maturing thereafter.
COVID-19 pandemic
85k
86k
65k
68k
72k
76k
79k 79k
82k
84k
Number of UK rooms Premier Inn UK ROCE†
12.9%
13.0%
13.4%
13.3%
11.3%
2.3%
12.9%
15.5%
12.9%
(14.4)%
Our strong balance sheet
1
and property expertise
underpin our confidence in continuing to invest in
high-returning hotel projects. These projects can
sometimes be capital intensive and take years to
complete and are often out of reach for many of our
competitors. As well as helping to bolster the strength
ofour financial covenant, our freehold estate provides
operational flexibility and is also a potential source
ofattractive long-term funding through selective sale
andleaseback transactions. Owning freehold property
also means we can both maximise the commercial
opportunity in any location, as well as optimise our
estate by recycling lower-returning assets into bigger,
more efficient hotels in better locations, maximising
long-term returns.
FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25
Open
Freehold
Leasehold
52%
48%
Freehold
Leasehold
52%
48%
Open and
committed
Premier Inn UK returns
Five-Year Plan
Our investment case is underpinned by the execution
of our Five-Year Plan to deliver incremental Group
adjusted PBT† of at least £300m
1
by 2029/30 that will
generate more than £2bn available for share buy-backs
and dividends.
1 Versus 2024/25.
Read more on pages 14 and 15
1 Fitch Affirms Whitbread at ‘BBB’; Outlook Stable –
FitchRatings, 29 January 2025.
Freehold:leasehold mix
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
8
CHAIRMAN’S STATEMENT
Our position as the UK’s number one hotel
brand has been founded on our ability to
deliver a consistent and high-quality service.
By continuing to invest in our estate, our
supporting infrastructure and our teams,
wehave been able to secure an unrivalled
market reputation for both quality and
value. Our leadership position in the UK is
not something we take for granted and we
are determined to extend it further through
a carefully managed programme of long-term
investment. This will ensure that we can
continue to deliver for our guests whilst
generating attractive long-term returns for
our shareholders. By replicating this approach
in Germany, we have a growing presence
inone of Europe’s largest hotel markets,
where we are on course to become the
number one hotel brand
1
.
Five-Year Plan
Against a more challenging macroeconomic
backdrop during 2024/25, our business
model and strategy, together with the
dedication and professionalism of our
teams, have enabled us to lay the foundations
for significant value creation.
Given our strong balance sheet and our
confidence in the delivery of our Five-Year
Plan, that includes recycling at least £1bn
ofour most mature property, we expect
togenerate at least £300m of incremental
profit and more than £2bn for share
buy-backs and dividends by 2029/30.
Ourplan is covered in more detail in the
Chief Executive’s review and on pages 10
to13.
Full-year results and
finaldividend
Premier Inn UK outperformed the market
and delivered a robust financial performance
in the year, with accommodation sales in
line with last year. UK food and beverage
revenues reduced as a result of our
Accelerating Growth Plan, in line with our
expectations. In Germany, the continued
and progressive maturity of our hotels
meant that we outperformed themarket
and delivered a much-improved
performance. This offset a reduction in
netfinance income (before lease liability
interest) following the return of £442m
toshareholders through dividends and
share buy-backs, as well as total capital
expenditure totalling £488m. The net result
was that the Group delivered a statutory
profit before tax of £368m, after £116m
ofadjusting items (including £76m of
property-related impairments).
We successfully completed the issuance
ofa new £400m bond in February 2025
and our balance sheet remains strong, as
reflected by our investment grade rating
2
.
Given the strategic progress made over
thepast year and our confidence in the
delivery of our Five-Year Plan, the Board
isrecommending a final dividend of 60.6p
per share, resulting in a total dividend
pershare to 97.0p (2023/24: 97.0p). The
final dividend will be paid on 4 July 2025
toshareholders on the register on 23 May
2025. As in previous years, the Dividend
Reinvestment Plan (DRIP) will enable
eligible shareholders to receive their
dividend entitlement in the form of
additionalWhitbread shares.
Strategy
The three pillars of our strategy have
notchanged:
(i) grow and innovate in the UK;
(ii) focus on our strengths to grow
inGermany; and
(iii) enhance our capabilities to support
long-term growth.
Embedded within each pillar is our commitment
to our Force for Good sustainability programme
that ensures we execute our strategy in
ways that seek to minimise our impact on
the environment, maximise opportunities
for all and deliver benefits for our communities.
Further details of our progress on each
pillar are included in the Chief Executive’s
review on pages 10 to 13, while examples
ofour strategy in action explain how the
execution of our plans is continuing to
produce a fantastic experience for our
guests, quality employment for our teams
and attractive and sustainable returns for
our shareholders.
Read more about each of our strategic pillars
as well as our Force for Good commitments
and progress on pages 16 to 19
Capital allocation
With a large capital base, capital allocation
is a key area of focus as we look to grow
our financial returns. Retaining a strong
balance sheet with investment grade metrics
means we can take full advantage of our
vertically integrated model to optimise the
balance between short-term growth and
the delivery of attractive, sustainable
long-term returns. Since April 2023, the
Group has returned £1.2bn to shareholders.
Reflecting our confidence in the Group’s
medium-term prospects and preserving
Long-term investment
“ Our leadership position
is not something that we
take for granted and we
are determined to extend
it further through a well-
managed programme of
long-term investment.”
Adam Crozier
Chairman
Find out more online
www.whitbread.co.uk
1 Based on number of available hotel rooms.
2 Fitch Ratings, 29 January 2025.
STRATEGIC REPORT
9
Whitbread PLC Annual Report and Accounts 2024/25
sufficient capacity to fund our existing
capital programmes, as well as any suitably
attractive and high-returning investments,
the Board has announced plans to complete
an additional £250m share buy-back to be
completed during the current financial year.
Further details regarding the latest
share buy-back can be found in the Chief
Executive’s review on pages 10–13
The Board
As a few Board members are approaching
the prescribed maximum tenure of nine
years on the Whitbread Board, we have
been considering carefully how best to
ensure the smooth transition and transfer
ofthe considerable collective experience
ofdeparting Board members. As part of
this process, we announced in December
2024 that Chris Kennedy will be stepping
down from the Board and as Chair of the
Audit Committee at the Company’s AGM in
June 2025. Chris joined the Board in March
2016 and he has been an invaluable source
of advice and counsel to me as Chair, as
well as to the rest of the Board. We want to
thank him formally for his enormous
contribution over that time and wish
himthe very best in his future endeavours.
Whilst we are well advanced with the
recruitment of a new Audit Committee
Chair, I am pleased that Horst Baier, who
has significant and relevant experience,
hasagreed to act as interim Chair of the
Committee whilst this process completes
and to allow a reasonable period of handover.
We expect to announce at least two new
non-executive directors over the coming
year and are focused on appointing
individuals that can further enhance the
Board’s already extensive skills matrix,
whilst also considering the background and
experience of departing Board members.
We have been making good progress
towards the FCA’s target of having at least
40% of the board being female and our last
three appointments to the Board have been
female directors. We will meet this target
when Chris Kennedy steps down from the
Board in June. On the FCA’s target of
having at least one of the top positions
being held by a woman, we wish to highlight
that our previous Chief Executive was female.
As and when further positions open up on
the Board, we will continue to drive progress
in this area and will provide further updates
in future reports.
Governance
Having completed internal reviews for
thepast two years, we were required to
complete an external review of the Board’s
effectiveness during 2024/25. Whilst pleased
to be able to report that the Board remains
highly effective in all areas, we are never
complacent and continue to seek ways
thatwe can improve in order to drive better
outcomes for our stakeholders. A fundamental
part of our process includes meeting with
key shareholders so that they can raise any
concerns with me directly. They can also
discuss our business strategy and culture,
remuneration, environmental, social and
governance matters as well as financial and
operational performance. As ever, these
discussions are invaluable in helping to
ensure that we consider all aspects carefully
as we seek to drive our financial performance
whilst effectively managing our key risks.
Having conducted a thorough review of our
existing remuneration policy during the past
year, we have proposed a revised policy
that will be put to shareholders for a formal
vote at the forthcoming 2025 AGM. Whilst
the core elements of the new policy have
not changed materially, full details of the
policy are laid out in the remuneration report
on pages 122 to 129. As explained in the
introduction to the report by the Chair of
the Remuneration Committee, the Committee
has sought to establish a clear framework
of appropriate incentives based on the
achievement of stretching and measurable
targets designed to align the interests of
our management and teams with those of
our shareholders and other key stakeholders.
Share capital
During the year we simplified our share
capital by converting our outstanding B and
C Preference Shares into Ordinary Shares,
which was well received by the holders of
those shares. We also traced around 5,000
shareholders that had not cashed dividend
cheques sent out to them and so were able
to re-unite them with more than £800,000
in lost assets.
The interim dividend that we paid in
December 2024 was our first to be paid
without an option of being paid by cheque.
Whilst the majority of our shareholders
have opted to have their dividends paid
electronically, not all have yet done so.
Details of how shareholders can register
sotheir dividends can be paid directly
totheir bank account can be found in
theshareholder services section of the
Annual Report on page 240.
Annual general meeting
The AGM will take place at 2:30pm on
19June 2025 at our head office in Dunstable
and full details of the meeting are set out
inthe Notice of Meeting. For those able to
attend, my colleagues and I look forward
towelcoming you then.
In line with last year and reflecting the low
numbers of shareholders using the service
previously, we will not be providing a live
video stream of our AGM but the meeting
will be available remotely via an audio-only
webcast. Shareholders who are unable to
attend the meeting in person are welcome
to submit questions by email in advance of
the meeting to agmquestions@whitbread.com.
Any questions should be submitted by 5pm
on 18 June 2025. Votes can be submitted in
person at the meeting or in advance via a
proxy card or the online proxy voting system,
but it will not be possible to vote online
during the meeting.
Outlook
Investing for the long term is an approach
that has served us well throughout our 282-year
history – it has enabled us to continue to
prosper, even in the face of significant
macroeconomic, commercial and geopolitical
headwinds. Our Five-Year Plan will deliver a
step change in our profits, margins and returns
and is underpinned by our scale, strong balance
sheet, the quality of our customer proposition
and the power of our vertically integrated
model. We are excited about our future
prospects and look forward with confidence.
Adam Crozier
Chairman
30 April 2025
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
10
CHIEF EXECUTIVE’S REVIEW
In October 2024, we announced our
Five-Year Plan that we are confident will
deliver at least £300m incremental adjusted
profit before tax† by 2029/30, releasing
more than £2bn available for share buy-backs
and dividends.
Having laid the foundations for significant
growth, we are executing at pace and
making excellent progress on our strategic
initiatives, against what has been a softer
market backdrop over the past year. By
focusing on what we can control, our
Five-Year Plan is on track to deliver a
step-change in our profits, margins and
returns and we remain positive about
themedium-term outlook.
In the UK and Ireland, our Accelerating
Growth Plan is progressing well and as we
open our growing committed pipeline, we
will reach at least 98,000 open rooms by
FY30. At the same time, our commercial
strategy is driving our outperformance
versus the M&E market and we are
continuing to realise material cost savings
across all areas of our business without
compromising our reputation for both
quality and value.
This will be a breakthrough year in Germany
and we are set to deliver our first ever adjusted
profit in FY26. We are growing quickly,
driving strong guest satisfaction scores,
performing well ahead of the market and
our cohort of more established hotels is on
track to reach its targeted double-digit level
of returns. We remain confident in realising
our long-term ambition of becoming the
country’s number one hotel brand, delivering
significant revenue growth, attractive
long-term returns and providing a platform
for potential expansion into other
international markets.
We remain focused on disciplined capital
allocation and returns. Our vertically integrated
model is a key source of competitive
advantage as we continue to drive further
growth. With a more favourable outlook in
the property investment market, we will
look to recycle at least £1bn of our more
mature property assets to fund future growth
and drive higher financial returns. Given our
confidence in our Five-Year Plan, together
with the strength of our balance sheet, we
are recommending a final dividend of 60.6p
per share and are accelerating the planned
delivery of shareholder returns with a
£250m share buy-back to be completed
over the next twelve months.
2024/25 Financial
performance
While the expected impact of AGP and
softer market demand in the UK made for a
more challenging trading backdrop, Premier
Inn UK outperformed the midscale and
economy (‘M&E’) market
1
and delivered a
robust financial performance. The strength
of our brand and guest proposition meant
that total accommodation sales were in line
with last year while total UK F&B revenues
fell by 11% due to the impact of the transition
from lower-returning branded restaurants
to an integrated F&B offering as part of
AGP, partly mitigated by strong breakfast
sales in our integrated restaurants. In Germany,
we made excellent progress and total
accommodation sales were up by 21% with
good growth in both occupancy and average
room rate (ARR). The result was that total
statutory revenue was slightly lower than
last year at £2,922m (2023/24: £2,960m).
The combination of the impact of AGP, cost
inflation and lower interest income, partially
offset by increased cost savings and
excellent progress in Germany, meant that
adjusted profit before tax† decreased to
£483m (2023/24: £561m). There was an
increased charge for adjusting items in the
year of £116m (2023/24: £109m). The result
was that statutory profit before tax was
down 19% to £368m (2023/24: £452m).
UK – Continuing to outperform
the market
Total accommodation sales were in line
withlast year with occupancy remaining
high at 81.0% (2023/24: 82.2%), and ARR
only slightly lower than last year at £79.52
(2023/24: £79.76).
The strength of our brand, our scale and
continued network expansion are important
drivers for our business and help us to stay
ahead of the market in terms of accommodation
sales. As the largest hotel brand in the UK,
performing ahead of the market on RevPAR
growth is more challenging as we have more
rooms to fill than our competitors. However,
with the benefit of several new commercial
initiatives deployed during the year, we
outperformed the M&E market
1
on RevPAR
growth during the second half of the year
and maintained a significant £5.49 RevPAR
premium versus the rest of the M&E market.
Several external and internal factors were
important drivers for our UK business over
the past year including: softer UK market
demand; muted hotel supply growth; the
optimisation of F&B ata number of our
sites as part of our AGP; our continued
network expansion; and the impact of
several commercial initiatives as part of
ourongoing commercial programme.
Delivering a step-change in performance
“By focusing on what we
can control, our Five-Year
Plan is on track to deliver a
step-change in our profits,
margins and returns. We
remain confident in the
medium-term outlook.”
Dominic Paul
Chief Executive
STRATEGIC REPORT
11
Whitbread PLC Annual Report and Accounts 2024/25
Taken together, these factors meant that
UKaccommodation sales were in line with
last year, while the impact of AGP meant
that F&B revenue declined by 11% resulting
in UKstatutory revenue down 3%.
Despite increasing cost pressures from cost
inflation and network expansion, our shift to
a more efficient F&B model as part of AGP,
plus increased cost efficiencies of £75m,
meant that adjusted profit before tax† fell
to£507m (2023/24: £588m). This impacted
UK pre-tax margins† that reduced to 18.8%
(2023/24: 21.2%) and UK ROCE† was 12.9%
(2023/24: 15.5%).
During the year, further sites have been
identified to be disposed of as part of our
AGP and we have also updated cashflow
assumptions for sites originally included
inthe scope of the plan. The result is a net
impairment charge of £43m being incurred
in the year in relation to AGP. Further net
impairment charges of £10m have been
incurred over the rest of the UKestate.
Germany – On track to
replicate UK success
Our German business is making excellent
progress and the Premier Inn brand is
attracting growing numbers of both
German and international guests. With the
increasing maturity of our estate and brand,
supported by our commercial initiatives,
weremain on course to deliver a positive
adjusted profit before tax† in 2025/26 and
are progressing towards our longer-term
objective of becoming the country’s number
one hotel brand and delivering strong profit
growth and double-digit returns on capital.
We are particularly pleased with the
performance of our cohort of 17 more
established hotels
3
. Whilst not yet mature,
the cohort delivered aggregate site-level
profit
4
of £16m in FY25 (2023/24: £9m).
Aswell as giving us visibility on the future
profit potential for our estate as a whole,
this performance contributed to a
much-reduced adjusted loss before tax†
forall of our German operations of £11m
(2023/24: £36m), inline with our expectations.
The Group continues to make progress
through organic growth and portfolio
acquisitions with current year performance
reflecting the increased maturity of open
sites. Having updated site-level cashflow
forecasts for these sites, we have identified
impairment indicators at a small number
ofsites which has resulted the impairment
of five sites totalling £22m in 2024/25.
Our teams
It is thanks to the continued professionalism
and hard work by our team members that
we are able to continue to deliver a great
quality service, at prices that deliver fantastic
value to our guests. Having made some
changes to our organisational structure
during the past year, the commitment from
our teams, coupled with the strength of our
model and our continued programme of
investment, meant that our guest scores
remained high over the past year, strengthening
our position as the UK’s leading hotel brand.
While the slowdown in construction during
the pandemic reduced the number of new
room openings to 459 in 2024/25, our strong
balance sheet meant we were able to add
nearly 1,500 new rooms to our committed
pipeline that will drive a marked increase in
new room openings over the next few years.
Our current open and committed pipeline
stands at 18,230 rooms (2023/24: 16,792 rooms)
with 40% of our committed pipeline being
freehold sites.
Drawing upon our growing pool of guest
data, we have continued to refine and
improve our commercial strategy that is
contributing to strong RevPAR momentum.
Key initiatives included improvements
toour trading strategies; our first online
marketing campaign; broadening our
distribution using third-party platforms;
andincreasing our brand awareness.
As a result of these initiatives and with
theincreasing maturity of our estate
andbrand, RevPAR grew by 18% in local
currency which was significantly ahead of
the M&E market
2
. This strong performance
was supported by our cohort of 17 more
established hotels
3
, that is continuing
tomature at pace, as evidenced by its
17%RevPAR growth.
As in the UK, we also made good progress
on improving our operational efficiency and
managing our costs. With our increasing
scale, we are finding new opportunities to
reduce costs without compromising our
great guest experience. Examples include
increased spans of control for some of our
hotel managers, taking advantage of new
technologies and through better procurement.
Financial strength
Having a strong balance sheet means we
can strike an appropriate balance between
investing in high-returning, long-term
growth opportunities and returning excess
capital to shareholders through dividends
and earnings-enhancing share buy-backs.
The Group remains highly cash generative
and after total capital expenditure of £488m
(2023/24: £509m), £442m of share buy-backs
and dividends and the recent issuance of
anew £400m bond
5
, our ratio of adjusted
EBITDAR to lease-adjusted net debt†
usingthe new Fitch methodology was
3.0x(2023/24: 2.6x), which is below our
internal threshold of 3.5x
6
.
1 STR data, standard basis, 1 March 2024 to
27February 2025, UK M&E market excludes
Premier Inn.
2 STR data, standard basis, 1 March 2024 to
27February 2025, Germany M&E market
excludes Premier Inn.
3 Cohort of 17 more established German hotels
that were open and trading under the Premier
Inn brand for 12 consecutive months as at
4March 2022.
4 In aggregate, adjusted profit before tax
excluding non-site related administration
andoverhead costs.
5 The Group issued £400m of 5.50% guaranteed
notes due in 2032.
6 This measure aligns to the Fitch methodology,
with the leverage threshold set at 3.5x
lease-adjusted net debt: adjusted EBITDAR
forBBB- and 3.0x for BBB, both of which are
within investment grade.
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
12
CHIEF EXECUTIVE’S REVIEW CONTINUED
Clear strategy
Our ambition is to become the world’s
leading budget hotel brand, delivering
afantastic experience for our guests,
rewarding employment for our teams
andlong-term, sustainable returns for our
shareholders whilst also driving positive
change through our Force for Good
sustainability programme.
To achieve our objective, we are
executingthe following three pillars
ofourbusiness strategy:
• continuing to grow and innovate
intheUK;
• focusing on our strengths to grow
inGermany; and
• enhancing our capabilities to support
long-term growth.
Each pillar is embedded within our
Five-Year Plan that we announced in
October 2024 and is set to deliver a step
change in our profits, margins and returns.
Five-Year Plan
With the execution of several strategic
initiatives and by maintaining a steady
levelof capital intensity and leverage,
by2029/30 the Group will:
• increase Group adjusted PBT† versus
2024/25 by at least £300m; and
• generate more than £2bn available
forshare buy-backs and dividends.
We have a strong track record of being
ableto more than offset UK cost inflation
through a combination of cost efficiencies
and positive UK like-for-like† sales growth.
Our Five-Year Plan illustrates the position
assuming we only offset cost inflation over
the life of the plan. However, we expect that
our actual UK like-for-like† sales growth,
together with our cost efficiencies, will be
inexcess of UK cost inflation over the life
ofthe plan. The key elements of our plan
are as follows:
UK: Accelerating Growth Plan (AGP)
(+£100m adjusted PBT† by 2029/30)
By optimising the delivery of F&B at around
200 of our sites and converting a number
of our lower-returning branded restaurants
into a more efficient, integrated F&B offer,
we will unlock 3,500 new extension rooms.
This will deliver incremental adjusted PBT
ofat least £100m by 2029/30.
UK: Network expansion (+£120m
adjusted PBT† by 2029/30)
By opening our current committed pipeline
1
of over 7,000 rooms, adding the 3,500
extensions as a result of our AGP andby
adding and opening a further 1,500 rooms
over the next few years, we are on course to
reach at least 98,000 open rooms by
2029/30. Before the benefits of our AGP,
our network expansion will deliver incremental
PBT of at least £120m by 2029/30.
Germany: network expansion and
RevPAR uplift (+£80m adjusted PBT†
by 2029/30)
We are on course to reach profitability in
2025/26. With the opening of our existing
pipeline and the addition of a further rooms
that will be open by 2029/30, our open
estate will almost double to 20,000 rooms.
Reflecting the increasing maturity of our
estate, improved distribution and increased
brand awareness, by 2029/30 we expect
toachieve a network RevPAR of c.€80 and
deliver adjusted PBT† of at least £70m
2
.
Thereafter, we expect to make further
progress as our estate and brand continue
to mature.
Strong commercial programme
andcost efficiencies to at least
offsetinflation
We plan to continue to drive like-for-like†
sales momentum through several initiatives
that include continuing to evolve our trading
strategies and enhancing our digital capabilities,
including greater usage and functionality
ofthe Premier Inn app. Whilst difficult to
measure the individual impact ofeach
initiative on our performance, webelieve
that each will deliver a positive contribution
and help drive like-for-like† sales momentum
in 2025/26.
Having completed an extensive exercise
looking at all areas of our P&L, we are on
track to deliver £60m of cost efficiencies
in2025/26, with a further £190m of savings
in aggregate between 2026/27 and 2029/30,
totalling £250m of efficiencies across the life
of the plan.
Maintaining average net capex
at£500m per annum
Our strong balance sheet and prudent
investment approach means we can
continue to invest in growing our business
whilst also increasing our return on capital.
Having a large portfolio of freehold property
with significant in-house property expertise
is a major source of commercial and operational
advantage, including maximising our chances
of securing the right assets in our target
locations and by enabling us to recycle
capital and release significant development
profits through sale and leasebacks and
other property-related transactions.
By segmenting our portfolio into a series
ofcategories based on a site’s strategic
importance, size, location and maturity, we
can prioritise any potential opportunities to
create further value. This could be through
an extension or further development or by
adopting a different financial structure that
results in development profits and/or
additional yield potential.
The property investment market is
improving and activity levels in the hotel
sector are increasing. We completed two
sale and leasebacks for £56m in the first
half of 2024/25 at an average yield of just
over 4% and are progressing the sale and
leaseback of a further seven hotels across
avariety of regional UK locations at
attractive yields.
We have instructed our external property
valuers to compete a current market
valuation of our freehold and long-leasehold
estate in the UK, Ireland and Germany and
as part of our Five-Year Plan we will recycle
at least £1bn of our more mature property.
By recycling more of our freehold property
into higher returning assets, we can fund all
of our plans outlined above and maintain
average annual net capex at £500m per
annum to 2029/30.
Full details of our Five-Year Plan are set out
on pages 14 and 15.
1 UK and Ireland committed pipeline excluding
extension rooms from Accelerating Growth Plan.
2 Using a GBP: EUR exchange rate of 1.18.
STRATEGIC REPORT
13
Whitbread PLC Annual Report and Accounts 2024/25
Capital allocation
andsharebuy-backs
Having reapplied the Group’s capital
allocation framework, given the strength
ofour balance sheet, our confidence in
thedelivery of our Five-Year Plan and the
attractive returns available from repurchasing
the Group’s shares at current levels, the
Board is recommending a final dividend
of60.6p per share (FY24: 62.9p) and has
announced its intention to conduct an
additional £250m share buy-back, to
becompleted over the next twelve months.
2025/26 guidance and outlook
In the UK, after a softer start to the quarter
that was impacted by the phasing of public
holidays, our commercial programme has
delivered an increasing level of outperformance
versus the M&E market. Our forward booked
position is ahead of last year, supported by
strong peak leisure demand. Although the
UK macroeconomic outlook remains uncertain,
with the introduction of further commercial
initiatives, we remain confident in continuing
to outperform the market.
Asset-backed balance sheet
and investment grade status
2
Maintain
investment grade metrics
Continue to invest
in profitable growth
Clear dividend policy Capital return
Capital allocation in 2024/25
£488m gross capex and
receiptsfrom property-related
transactions of £137m
Recommended final dividend of
60.6p per share (2023/24: 62.9p)
making 97.0p for the year
(2023/24:97.0p)
£250m of share buy-backs
completed in 2024/25
In Germany, the increasing maturity of
ourestate and brand, together with our
commercial initiatives, means we are
continuing to make excellent progress.
Witha strong events calendar, our forward
booked position is building well ahead of
last year, and we remain on track to deliver
positive pre-tax profit in FY26.
Our guidance for 2025/26 includes:
• UK: open 1,000 – 1,200 new rooms, the
majority of which will open in the second
half of the year; 500 – 700 of these new
rooms are AGP extension rooms;
• UK: increased cost efficiencies of £60m
(versus previous guidance of £50m),
meaning net inflation is expected to be
towards the lower end of our previously
guided range of 2% – 3% on our £1.7bn
UK cost base;
• UK: AGP adjusted PBT† one-off impact of
£20m – £25m in FY25 will be fully reversed;
• Germany: open c.400 new rooms and
deliver adjusted profit before tax† of
between £5m and £10m;
• Group: £15m to £20m reduction in net
finance income (excluding lease liability
interest) versus 2024/25 reflecting lower
cash balances, the outlook for Bank
ofEngland rates and the recent issue
ofanew £400m 5.50% bond; and
• Group: net capital expenditure of £400m
– £500m. with gross capital expenditure
of between £700m–£750m including
AGP (£150m - £200m) and network
expansion; receipts from property-related
transactions of £250m–£300m.
Delivering a step-change
inprofits, margins and returns
Our operational and strategic progress
inFY25 mean we are positive about the
medium-term outlook and the delivery of
our Five-Year Plan. Whilst we have limited
visibility of short-term market demand and
inflation, our vertically integrated model
means we have significant self-help levers
that can provide positive like-for-like† sales
momentum whilst also reducing our costs.
By focusing on what we can control,
together with strong growth potential in
both the UK and in Germany, we remain
confident in generating at least £300m
incremental adjusted profit before tax† by
FY30, releasing more than £2bn available
for share buy-backs and dividends.
Dominic Paul
Chief Executive
30 April 2025
2 Fitch Ratings, 29 January 2025
Five-Year Plan: Capital allocation
Read more on pages 15 and 37
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
14 STRATEGIC REPORT
FIVE-YEAR PLAN
a step change in profits,
margins and returns
DeliveringDelivering
Objective
Demonstrating our confidence in the
medium-term outlook for the Group, in
October 2024 we announced the details of
our Five-Year Plan that illustrates the scale
of our ambition and the inherent strengths
of our business model. Our plan outlines
how, over the next five years, we plan to
deliver at least £300m incremental adjusted
profit before tax†, unlocking more than
£2bn for share buy-backs and dividends.
Why is this important?
Our Five-Year Plan is focused on the drivers
that we can control and therefore weare
confident in being able to deliver a step
change in our performance. Whilst we cannot
control external factors such as market
growth and inflation, our plan assumes that
over the next five years, we are able to offset
UK cost inflation with our UK like-for-like
sales† growth plus cost efficiencies.
However, our ambition is to do better than
this and we are confident in growing UK
margins over the life of the plan.
“ Having laid the foundations
for significant growth, we are
executing at pace against our
strategic priorities. Over the next
five years, we are set to deliver
a step change in our profits,
margins and returns which will
release significant cash flow for
shareholder returns.”
Dominic Paul
Chief Executive
15
Whitbread PLC Annual Report and Accounts 2024/25
Delivery of atleast
£300m
incremental Group
adjusted PBT†
vs2024/25
Generating morethan
£2bn
available for
sharebuy-backs
anddividends
Pillars of the plan How we’ll deliver 2029/30 outcomes vs 2024/25
Capital
allocation
UK:
Accelerating
Growth Plan
(AGP)
UK: Network
expansion
Germany:
Continuing
momentum
Efficiencies
and
commercial
programme
• Replacing some of our lower-returning
branded restaurants with a more efficient,
integrated F&B offer
• Unlocking the addition of new, high-returning
hotel extension rooms
• Exiting over 100 lower-returning
brandedrestaurants
• In addition to 3,500 new extension rooms
from our AGP, we also expect to open 7,000
new rooms in our committed pipeline as well
as 1,500 further new rooms that we will add
and open over the next few years
• We expect to open a further 9,000 new rooms
• Increase the appeal of our estate
throughimproved distribution and
increasedbrand awareness
• Improvements to our operating model
andadditional scale benefits
• We will at least offset the impact of UK
cost inflation through the delivery of cost
efficiencies; and
• Positive UK like-for-like sales growth, supported
by our strong commercial programme
• We will fund the plan as well as our
ongoing programme of investment by
maintaining net capex after net receipts
fromproperty-related transactions,
includingsale and leasebacks
• Lease-adjusted leverage† will remain
belowinternal threshold of 3.5x
• Incremental adjusted PBT† of£100m
• 3,500 extension rooms
• Incremental adjusted PBT† of £120m
• 98,000 open rooms in the UK and
Ireland, includingAGP
• Incremental adjusted PBT† of £80m
1
• 20,000 open rooms
• Network RevPAR of c.€80
• Double-digit returns on our current
openportfolio
• £250m of efficiencies in aggregate
• While these efficiencies together with
like-for-like† sales growth are assumed
tooffset UK cost inflation, we expect that,
on average, UK like-for-like† sales growth
and our cost efficiencies will be in excess
of UK cost inflation over the life of the plan
• We expect average net capex will remain
at £500m each year between 2025/26
and 2029/30
• We will recycle at least £1bn ofproperty
2029/30 outcomes
1 Versus FY25 Germany adjusted loss before tax†
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
16 STRATEGIC REPORT
We have made excellent
progress against our
strategic objectives in
2024/25. The execution
of our Five-Year Plan will
deliver a step change in
our profits, margins and
returns by 2029/30.
STRATEGY AND KPIS
Force for Good
Read more on pages 58 to 61
Well positioned to deliver growth
Grow and innovate
in the UK
Focus on our
strengths to grow
in Germany
Enhance our
capabilities to
support long-term
growth
Our strategic pillars
Force for Good
Our sustainability programme is embedded
within the three pillars of our strategy.
Thefollowing pages include some case
studies of our programme in action.
Strategy in action
Read more on page 17
Find out more about ForceforGood
in our ESGReport 2024/25
www.whitbread.co.uk/
Strategy in action
Read more on page 18
Strategy in action
Read more on page 19
17
Whitbread PLC Annual Report and Accounts 2024/25
Grow and innovate
in the UK
2024/25 highlights Key 2024/25 outcomes Future plans
Market share gains
Accommodation sales +0.7pp ahead
oftheUK M&E sector, with a RevPAR
premium of +£5.49
UK and Ireland committed pipeline
1
8,222
Extend our market-leading position as the
UK’s number one hotel brand and reach at
least 98,000 open rooms by 2029/30
Long-term growth in profits and returns
Executed the first phase of our
Accelerating Growth Plan and mitigated UK
cost inflation through increased efficiencies
AGP: planning applications approved
50%
Continue to execute our AGP to deliver
atleast £100m incremental adjusted PBT†
by 2029/30, increasing margins and returns
Expand guest choice
Completed our ‘Bed of the Future’
replacement programme, and launched
theoffer of ‘rooms with a view’ across
100hotels
Rooms with a view
1,600
Broaden our distribution channels and
addmore features to our digital journey
including additional guest options and
product add-ons
Maintain excellent guest scores
Maintained our ‘Best Value Hotel Chain’
ranking from YouGov, reflecting our focus
on high quality and great value
YouGov ‘Best Value Hotel
Chain’ranking
2
No.1
Upgrade our digital networks and continue
the roll-out of ID5, Premier Plus and twin
rooms to our estate
Community
Monitoring
nutritional value
Offering safe, tasty, affordable food is
our responsibility as well as a business
opportunity. To date, we have made
average reductions across all our
menus of 21.2% for salt (baseline
2017), 24.7% for sugar (baseline 2015)
and 3.1% for calories (baseline 2017).
To support the UK Government’s
approach to reducing foods high in
fat, salt and sugar (HFSS), we have
reviewed all our core menus for their
HFSS status and plan to set internal
non-HFSS targets in the coming year.
We will also continue to develop
inclusive menus for guests with a
range of dietary needs including
dedicated meat-free and non-gluten
menus, supported by full nutritional
and allergen information in restaurants
and online, to ensure guests can make
informed choices.
Average sugar reduction across
our menus since 2015
24.7%
1 UK and Ireland committed pipeline as at 27 February 2025, including extension rooms approved as part of AGP.
2 UK YouGov BrandIndex Quality & Value scores as at 27 February 2025 based on a nationally representative 52-week moving average.
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
18
Focus on our strengths
togrow in Germany
STRATEGY AND KPIS CONTINUED
2024/25 highlights Key 2024/25 outcomes Future plans
Continue to build a national network
62 open hotels across key locations,
with 3 new sites opened during the year
Germany committed pipeline
7,265
Continue to take a flexible approach
toproperty, looking for attractive
opportunities to grow our pipeline
Build brand awareness
Through the use of OTAs and our online
marketing campaigns, we have increased
our brand awareness and guestvolumes
YouGov brand awareness
1
19%
Explore the use of other distribution
channels to help further broaden our
reachandaccelerate brand awareness
andRevPARgrowth
Refine our proposition for the German guest
Expanded guest choice including new
payment methods, new room types and
product add-ons
YouGov guest satisfaction
2
61.0
Seek improvements to our operating
model, unlocking new opportunities to
drive efficiencies across our estate and
enhance the guest experience
Pathway to long-term, sustainable returns
Improved financial performance from
strong RevPAR growth and a clear focus on
our cost base
Germany RevPAR growth
3
18%
On track to deliver profitability in FY26,
reaching £70m of adjusted PBT† by 2029/30
Responsibility
Raising
procurement
standards
Premier Inn Germany’s evolving
supply chain management approach
ensures that we remain compliant
with German and EU regulations.
Across the Group we buy third-party
certified goods, where possible.
Forexample, from 2024, our bed
linenin Germany has been certified
byGrüner Knopf, a government-run
certification label for sustainable
textiles. To reduce deforestation risks,
in addition to compliance with the
EUDR, we continue to partner with
the Roundtable on Sustainable Palm
Oil, FSC, PEFC and the Rainforest Alliance.
Share of suppliers assessed
forinherent human rights risk
4
100%
1 Germany YouGov Brand Awareness: 1 March 2024 to 27 February 2025.
2 Germany YouGov Satisfaction Scores: 1 March 2024 to 27 February 2025.
3 In local currency EUR.
STRATEGIC REPORT
19
Whitbread PLC Annual Report and Accounts 2024/25
Enhance our capabilities
tosupportlong-term growth
2024/25 highlights Key 2024/25 outcomes Future plans
Use our strong balance sheet to fund growth and returns
Significant operating cash flow helped
tofund our investment programme and
ongoing returns to shareholders
Shareholder cash returns
1
£442m
More than £2bn available for share
buy-backs and dividends
Retention and engagement of teams
Launch of our refreshed Company values
toteams across the business
UK team members with >1 year’s
service
75%
Drive retention and engagement
throughour continued investment in pay,
training, career development and wellbeing
Improve technology capability
Increased digital capabilities and new
commercial opportunities unlocked by
ournew reservation system
Hotels successfully migrated to new
reservation system
900+
Explore product and service enhancements
which will further improve the guest
experience and generate additional
revenue streams
Build on our efficiency programme
Increased cost efficiencies versus target
due to acceleration of existing initiatives
plus further savings
Delivery of cost efficiencies
£75m
Deliver £250m of cost efficiencies between
2025/26 and 2029/30
Responsibility
Sustainable
construction
Since 2022, we target BREEAM
Excellent for all our UK&I developments,
both freehold and leasehold. Of the
last 80 hotels opened, 75 achieved an
Energy Performance Certificate (EPC)
rating of A or B. In Germany, all 14 new
build hotels have either received or are
pending sustainable building certification.
Whitbread’s leading development
strategy is repurposing underused
buildings into high-quality,
energy-efficient hotels. This allows
usto cut down on embodied carbon,
maximise the lifespan of existing
structures and significantly reduce
construction waste.
All our new self-built hotels in
UK&I will be powered solely by
REGO-backed electricity, with
no gas connection for water and
space heating or cooking, from
2025
1 Dividends paid and share buy-backs completed during 2024/25.
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
20 STRATEGIC REPORT
towards our
long-term room
potential inthe
UK and Ireland
STRATEGY IN ACTION: GROW AND INNOVATE IN THE UK&I
“ By opening 8,000 new rooms,
together with 3,500 extension rooms
through our Accelerating Growth Plan,
we are on track to have 98,000 open
rooms by 2029/30 and thereafter
reach our long-term room potential
of125,000 rooms.”
Mark Anderson
Managing Director, Property and International
ProgressingProgressing
Five-Year Plan: Accelerating Growth Plan; UK: Network expansion
Watch a video
of our progress
by scanning the
code above
21
Whitbread PLC Annual Report and Accounts 2024/25
Accelerating
GrowthPlan
In April 2024, we announced our plan
to optimise food and beverage at a
number of sites whilst unlocking the
ability to build higher-returning
extension rooms.
Through converting over 100
lower-returning branded restaurants,
we will unlock 3,500 extension rooms
in hotels where we know there is excess
demand. Over the last 12 months, we
have submitted the majority of required
planning applications and have started
work at several sites to replace the
branded restaurant with a new,
moreefficient integrated restaurant,
before then building the approved
extension rooms.
Our plan also includes exiting over
100 lower-returning branded restaurants
and replacing the branded restaurant
with a new, more efficient integrated
restaurant. We are making good
progress, and so far have sold 38
branded restaurants for £38m and
areconfident in exiting the remaining
affected sites over the next 12 months.
By 2029/30, this plan will deliver an
incremental £100m adjusted profit
before tax† (versus 2024/25), resulting
in increasing margins and returns for
the UK business.
Five-Year Plan
Accelerating Growth Plan on page 24
Long-term room potential inthe UK and Ireland
125,000
London/Regions mix
How we’re growing our potential in the UK and Ireland
Ireland long-term room potential
5,000
Open and
committed rooms
1
2024/25
open estate
Committed
pipeline
2
Open rooms
by 2029/30
94,000
98,000
125,000
Long-term
room potential
hub
‘hub by Premier Inn’ resonates
well with guests, offering a
modern in-room experience at an
attractive price. With 18 hotels
open across London and
Edinburgh, we see opportunity
to open more sites across
prime city centre
locations.
Ireland
With 1,000 rooms open across
sixhotels in Ireland, we are excited
by the significant potential for
further expansion. We are
confident that we can reach our
long-term room target of
5,000 open rooms over
the next few years.
Open and committed pipeline of hub hotels
4,700
London 18%
Regions 82%
London 42%
Regions 58%
1 UK and Ireland open and committed pipeline including AGP extension
rooms with planning approval.
2 Committed pipeline of 8,222 rooms, excluding AGP extension rooms,
as at 27 February 2025.
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
22 STRATEGIC REPORT
UK MARKET DRIVERS
Grow and innovate
inthe UK
A key pillar of our strategy isto
protect and extend our position
as theUK’s leading branded
budget hotel chain, delivering
excellent service for our guests,
rewarding employment for our
teams andattractive returns
forourshareholders.
Market overview
68m
population
185m
room nights booked in the
UKmarket
720,000
total market hotel rooms
12%
Premier Inn market share
ofUKrooms
2027
Supply not back to 2019 levels
until at least 2027
10%
independent decline since 2019
UK market
1
The UK is a large and mature
hotel market with 185 million
rooms booked each year and
atotal supply of approximately
720,000 rooms. Since the
pandemic, the hotel industry
has had to navigate material
shifts in the shape of both
domestic and inbound demand,
as well as significant cost inflation,
at the same time as political
instability and economic
pressures have altered travel
behaviour and market conditions.
However,Premier Inn has
continued to perform well and
given the strength of our brand
and operating model, coupled
with a favourable supply backdrop,
we are confident in being able
to continue to grow market
share. We see a compelling
opportunity to continue to
invest in new capacity and
driveattractive, long-term
returns for ourshareholders.
1 Company data 2023.
hub by Premier Inn,
London Paddington
23
Whitbread PLC Annual Report and Accounts 2024/25
Outlook for UK hotel supply
Having updated our proprietary analysis,
westill expect UK hotel room supply
(including Premier Inn) to remain below
pre-pandemic levels until at least 2027.
Thereafter, we expect total supply to grow
broadly in line with previous trends and
weremain confident that we can continue
to take market share from smaller and
lesswell-capitalised competitors.
Accelerated decline
ofindependents
We believe that total UK hotel supply
contracted by approximately 4.5% between
2019 and 2023, led by an accelerated decline
in the independent sector that reduced by
10%. This represented a marked increase
over the steady decline seen over previous
years as customers migrated from
independents
towards branded budget
hotels, including Premier Inn. Over half of
independents that closed during this time
period had less than 25 hotel rooms. This
highlights the ongoing challenges facing
smaller establishments, where competition
and changing consumer preferences are
making it increasingly difficult for them
tomatch the offer provided by larger,
branded operators. We believe that the
independent sector is likely to continue
tocontract as a result of sustained high
inflationary pressures and an uncertain
macroeconomic environment.
9%
12%
24%
25%
15%
16%
53%
47%
2015 2019 2023
Premier Inn
UK branded budget (excluding Premier Inn)
UK branded non-budget
Independent
730k
10%
24%
16%
50%
750k
720k
Total UK hotel supply: number of rooms
Structural advantages of
thebudget hotel market
The UK branded budget hotel sector is a
highly attractive market, with large volumes
of domestic short-stay travel for both business
and leisure. The sector, including Premier
Inn, has continued to grow, even during
thepandemic. However, over the next few
years, the supply of branded budget hotel
rooms is expected to grow at a slower rate
than the long-term average as operators
gradually rebuild their pipelines that have
been impacted by a material slowdown
inconstruction and higher interest rates.
Premier Inn has grown significantly over
thepast decade, increasing its market share
of all UK rooms from 6% in 2010 to 12% in
2023. With our strong balance sheet and
in-house property expertise, we are confident
that we can continue to grow ourpipeline
and increase our market share at a time
when many others cannot.
Proven resilience during
periods of macro uncertainty
Hotel room demand is strongly correlated
with economic growth and RevPAR typically
grows in line with GDP. Whilst current
macroeconomic forecasts predict relatively
low GDP growth in 2025/26, this needs to
be viewed in the context of what has been
amarked decline in total hotel supply. The
branded budget hotel sector has proven
resilient during previous consumer and
economic downturns, as guests tend to
trade down to lower-cost alternatives
thatprovide great value.
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
24
UK STRATEGY
Accelerating Growth Plan (AGP)
Food and beverage (F&B) is a fundamental
part ofour proposition and a hot breakfast
is particularly important to our hotel guests,
helping to drive occupancy and RevPAR.
Byoptimising the delivery of F&B at around
200 of our sites and converting a number
of our lower-returning branded restaurants
into a more efficient, integrated F&B offer,
we will unlock 3,500 new extension rooms
over the next few years that will drive increased
margins and returns for the UK business.
We are making good progress and are on
track with our plans. Whilst the exact phasing
of new rooms coming onstream is difficult
to predict, the first of our new extension
rooms are nearing completion and we expect
to have between 500 to 700 extension
rooms open by the end of FY26. Despite
amarked increase in the market supply
ofrestaurants for sale across the UK, we
have sold 38 branded restaurants for a
totalconsideration of £38m and remain
confident of exiting the remaining affected
sites over the next 12 months as planned.
Extending our market-leading
position in the UK
“ During the past year, we’ve
made excellent progress
in enhancing our digital
capabilities and improving
our guest offer. In 2025/26,
we expect to go further and
deliver positive like-for-like
sales
† momentum.”
Joe Garrood
Chief Commercial Officer
15
3
Premier Inn
Key:
Five-Year Plan:
2029/30outcomes
98,000+
open rooms
£100m+
incremental adjusted PBT† from
Accelerating Growth Plan
£120m+
incremental adjusted PBT† from
network expansion
Dublin
Aberdeen
Edinburgh
Glasgow
Dundee
Inverness
Newcastle
upon Tyne
Cork
London
Isle of
Man
Plymouth
Cardiff
Guernsey
Jersey
Norwich
Leeds
Manchester
Birmingham
Belfast
hub by Premier Inn
Watch a video of
our AGP progress
byscanning the
codeto the left
STRATEGIC REPORT
25
Whitbread PLC Annual Report and Accounts 2024/25
Network expansion
With over 850 open hotels across the UK
and Ireland, Premier Inn is the UK’s largest
hotel chain with an approximately 12% share
of all hotel rooms. Despite our extensive
coverage, we still have opportunities to
increase our market share. Based on our
latest proprietary analysis, we believe that
the favourable supply backdrop in the UK
and Ireland will continue for a number of years,
with supply not returning to pre-pandemic
levels until at least 2027. Having identified
catchments where we do not currently have
a presence, or where we can add more
rooms without cannibalising our existing
estate, we have significant growth potential.
By opening our current committed pipeline
1
of over 7,000 rooms, 70% of which is freehold,
adding the 3,500 extensions as a result of
our Accelerating Growth Plan and adding
and opening a further 1,500 rooms over
thenext few years, we are on course to
reach at least 98,000 open rooms by
2029/30. Over the longer term, we have
thepotential to reach 125,000 open rooms,
which is 45% more than we have open today.
Drawing upon our suite of development
options including new builds, conversions,
extensions and single-site acquisitions, the
pace and extent of our expansion will be
driven by the availability of appropriate sites
that can meet our target levels of return.
Commercial programme
As a vertically integrated operator, we are
able to deploy a broad range of commercial
initiatives that are focused on driving
like-for-like† sales momentum to support
and extend our market-leading position in
the UK. Our commercial strategy remains
focused on those drivers that are within
ourcontrol and include:
Maximising revenue
The highly dynamic nature of the
midscaleand economy (M&E) market
requires that wecontinuously evolve our
trading strategies to maximise revenue and
outperform our competitors. With further
improvements to our trading engine, we
plan to drive even more value and improve
our trading performance further. With our
new cloud-based reservation system we are
continuing to trial and test the introduction
of new ancillary revenue streams, including
the use of dynamic pricing to increase revenue.
Enhancing our digital capabilities
As well as increasing the range of inventory
we can sell through our digital partners, we
are also continuing to optimise our website
and app functionality, further improving
thedigital guest booking experience. Early
progress has been encouraging, with our
app generating 9% of total accommodation
sales in 2024/25.
The opportunities to increase our digital
capabilities are significant. With increased
connectivity with our guests through our
app, we will be able to make better use
ofour data in order to increase revenue
through more effective engagement, as
wellas reduce costs to drive higher margins.
Refining marketing strategies
Continuing to attract new guests is essential
as we seek to extend our leadership and
grow market share; we are exploring greater
use of social media marketing channels such
as YouTube and TikTok, as well as third-party
digital platforms, to help broaden our reach.
Broadening our appeal
tobusinessguests
Business guests are an attractive customer
segment because they tend to drive higher
RevPARs and travel more frequently than
leisure guests. Our Business Booker portal
has grown substantially over the past few
years, and at the same time, we have
1 Excluding extension rooms from Accelerating
Growth Plan.
2 UK YouGov Brand Consideration: 1 March 2024
to 27 February 2025.
strengthened our relationships with several
travel management companies (TMCs).
Together, these channels represented
approximately 21% of total accommodation
sales in 2024/25 (2023/24: 20%).
During 2025/26, we plan to integrate our
Business Booker and Business Account
programmes into a single offering named
‘InnBusiness’ for the benefit of users and
todrive further revenue growth. With the
addition of Sabre to our distribution
channels, we will also seek to grow our
international inbound business volumes.
Further improvements in F&B
In addition to AGP, we are continuing to
rollout our new integrated ground floor
concept across our estate that is driving
positive guest feedback and increased
F&Brevenues. For our remaining branded
restaurants, we have several initiatives
inplace to help drive positive sales
momentum and increase profitability.
Operational excellence
Our significant refurbishment plan
andongoing repair and maintenance
programme ensure that we meet the high
standards expected by our guests. Adding
more twin and Premier Plus rooms to our
estate will broaden our appeal and allow
usto attract a premium to our standard
room rate. With the introduction of new
technologies, further process improvements
and a more efficient organisation structure,
we plan to drive positive guest scores whilst
maintaining a tight control over our costs.
UK YouGov brand awareness
2
93%
Room with a view at Premier Inn St Pancras
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
26
Premier Inn UK
£m FY25 FY24 vs FY24
Statutory revenue 2,691 2,770 (3)%
Other income (excl rental income) 1 — n/a
Operating costs before depreciation, amortisation
and rent (1,696) (1,722) (2)%
Adjusted EBITDAR† 997 1,048 (5)%
Net turnover rent and rental income 1 0 200%
Depreciation: right-of-use asset (153) (144) (6)%
Depreciation and amortisation: other (193) (183) (6)%
Adjusted operating profit† 652 722 (10)%
Interest: lease liability (145) (134) (8)%
Adjusted profit before tax† 507 588 (14)%
ROCE† 12.9% 15.5% (260)bps
PBT margins† 18.8% 21.2% (240)bps
Premier Inn UK
1
KPIs
£m FY25 FY24 vs FY24
Number of hotels 852 853 0%
Number of rooms 85,984 85,443 1%
Committed pipeline (rooms)
2
7,192 6,795 6%
Committed pipeline (AGP extension rooms)
3
1,030 — n/a
Occupancy 81.0% 82.2% (120)bps
Average room rate† £79.52 £79.76 0%
Revenue per available room† £64.42 £65.56 (2)%
Sales growth:
 Accommodation 0%
 Food and beverage (11)%
Total (3)%
Like-for-like sales† growth:
 Accommodation (2)%
 Food and beverage (2)%
Total (2)%
1 Includes one site in each of: Guernsey and the Isle of Man, two sites in Jersey and six sites in Ireland.
2 UK and Ireland committed pipeline excluding extension rooms from Accelerating Growth Plan.
3 Planning approval received for Accelerating Growth Plan extension rooms.
UK PERFORMANCE
Room with a view at Premier Inn St Pancras
STRATEGIC REPORT
27
Whitbread PLC Annual Report and Accounts 2024/25
Premier Inn UK’s total statutory revenue was down 3%, reflecting an 11% reduction in F&B
sales driven by the impact of AGP and a softer level of UK hotel market demand than last
year. Total accommodation sales were in line with last year and +0.7pp ahead of the wider
M&E market, with a 2% decline in RevPAR offset by net room growth. Despite the softer
demand environment, Premier Inn maintained a healthy RevPAR premium versus the
M&Emarket of £5.49, underpinned by our scale, brand strength, commercial expertise,
operational excellence and vertically integrated operating model.
UK performance vs M&E market
£m
H1
FY25
H2
FY25 FY25
PI accommodation sales performance (vs FY24)
4
+0.5pp +0.9pp +0.7pp
PI occupancy performance (vs FY24)
4
(1.3)pp (0.8)pp (1.0)pp
PI ARR performance (vs FY24)
4
+0.7pp +1.2pp +1.0pp
PI RevPAR performance (absolute)
4
+£5.89 +£5.10 +£5.49
PI market share
5
8.4% 8.1% 8.3%
PI market share gains pp (vs FY24)
5
(0.3)pp (0.3)pp (0.3)pp
4 STR data, standard basis, Premier Inn accommodation revenue, occupancy, ARR and RevPAR,
1March2024 to 27 February 2025; M&E market excludes Premier Inn.
5 STR data, revenue share of total UK market, 1 March 2024 to 27 February 2025.
The impact of transitioning some of our lower-returning branded restaurants to a more
efficient, integrated format as part of AGP, was in line with our expectations. While mitigated
in part by strong breakfast sales in our integrated restaurants, total F&B revenues were 11%
lower than last year.
Operating costs reduced to £1,696m (2023/24: £1,722m). While inflation across a number
ofcost lines and further estate growth increased cost pressures, these were more than offset
by the removal of F&B costs associated with AGP and an increased level of cost efficiencies.
As expected, the reduction in F&B revenues from AGP was not fully matched by a reduction
in costs, prompting a reduction in adjusted EBITDAR† to £997m (2023/24: £1,048m).
Right-of-use asset depreciation in the period increased by 6% to £153m and lease liability
interest increased by 8% to £145m reflecting recent growth in our leasehold estate and the
impact of rent reviews completed during the period. We opened a total of 1,075 hotel
rooms during the year and closed 534 lower-returning rooms as we seek to optimise the
portfolio to drive higher returns. As at 27 February 2025, we had 85,984 rooms across 852
hotels that were open for business with a further 7,192 new rooms committed
6
, the majority
of which are freehold, plus an additional 1,030 AGP extension rooms that are also committed
7
.
UK adjusted profit before tax† fell by 14% to £507m (FY24: £588m) reflecting the impact of
AGP, softer hotel market demand and cost inflation. As a result, UK adjusted pre-tax margins†
reduced to 18.8% (2023/24: 21.2%) and UK ROCE† was 12.9% (2023/24: 15.5%).
6 UK and Ireland committed pipeline excluding extension rooms from Accelerating Growth Plan.
7 Planning approval received for Accelerating Growth Plan extension rooms.
The Social at Premier Inn Cardiff North
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
28 STRATEGIC REPORT
in Germany
tobecome the
No.1 hotelbrand
ExpandingExpanding
STRATEGY IN ACTION: FOCUS ON OUR STRENGTHS TO GROW IN GERMANY
“ I’m really pleased with our progress
in Germany and with 100 hotels in our
open and committed pipeline, we are
confident of reaching 20,000 open
rooms by 2029/30, taking us closer to
our ambition of becoming the number
one hotel brand.”
Erik Friemuth
Chief Executive Officer, Premier Inn Germany
Five-Year Plan: Germany: Continuing momentum
29
Whitbread PLC Annual Report and Accounts 2024/25
Progress towards
maturity
As a new, relatively unknown brand in
Germany, our view is that it is likely to
take four to five years for a hotel to
mature. With some delay due to the
impact of the pandemic, none of our
62 open hotels are yet mature, as
evidenced by the fact that their
RevPARs are continuing to increase
ahead of the market.
We therefore expect our estate will
continue to mature over the next few
years through further network expansion,
increasing brand awareness through
broadening our distribution channels
and new brand marketing campaigns.
As set out in our Five-Year Plan,
weexpect our current open estate
of11,000 rooms will reach maturity
and be delivering double-digit returns
on capital by 2029/30. As our remaining
hotels and brand continue to grow
and mature beyond this date, we
expect our German business will
deliver even higher profits, margins
and returns.
Five-Year Plan
Germany: Continuing momentum
onpage 15
Number of open hotel rooms
11,000
Number of open rooms by 2029/30
20,000
How we’re growing our potential in Germany
Ambition to have a
presence in the
25
top major cities
We have grown rapidly over the last few
years and now have 11,000 open rooms.
These hotels are predominantly in
prime, city centre locations which
appeal to both business and leisure
guests, allowing us to maximise
occupancy levels.
Open rooms
in 2018/19
Open rooms
in 2021/22
400
6,000
11,000
Open rooms
in 2024/25
Open: 11,000 Open and committed: 18,000
Target: 20,000
Number of
open and
committed hotels
100
We are building a business of real
scale and our focus is to continue
to expand and develop our
network, through a combination
of organic growth and
bolt-on M&A in our
targetlocations.
Key:
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
30 STRATEGIC REPORT
GERMAN MARKET DRIVERS
Focus on our strengths
togrow in Germany
Germany is a large and exciting
market for the Group. Having opened
our first hotel in 2016, we are building
a business of scale and remain on
track to replicate our UK success and
become the number one hotel brand.
Market overview
83m
population
996,000
total market hotel rooms
225m
rooms booked in the
German market
c.40%
larger than the UK hotel market
c.68%
of the German market held
by independents
c.5pp
decline in independent
supply since2019
German market
1
With significant volumes of
business and leisure travel, we
believe that Germany represents
a significant opportunity to
create substantial value. The
German hotel market today is
very similar to where the UK
was 15 to 20 years ago: it is
highly fragmented, with a large
independent hotel sector and a
relatively small branded budget
hotel segment, and there is no
clear market leader.
Market structure
While the German hotel market is
approximately 40% larger than the UK
interms of room supply, it is much more
fragmented and we believe that the share
held by independent hotels was approximately
68% of the total in 2023. As in the UK,
having declined gradually for several years,
the share held by the independent hotel
sector fell by approximately 5pp between
2019 and 2022 as a result of the pandemic.
While the share of independents has since
stabilised, we do expect a return to the
steady, gradual decline seen previously due
to continued cost pressures and through
conversions to branded operators. Having
reopened later than many other international
hotel markets after the pandemic, led by a
strong recovery in both business and leisure
demand, the M&E market in Germany is still
recovering back to pre-pandemic levels.
1 Company data 2023.
Premier Inn Cologne City Centre
31
Whitbread PLC Annual Report and Accounts 2024/25
Geography drives short-stay
domestic travel
Germany is more regionally dispersed than
the UK, with a federalised political and
industrial structure. This greater geographic
spread, together with a larger population
and a greater number of large cities and
towns, drives high demand for short-stay
domestic travel. The market has high levels
of both domestic leisure and business
demand, with a number of sizeable trade
fairs and conferences which continue to
drive volumes and attract millions of
visitorseach year.
Structural advantage
forowner-operators
The branded budget sector has grown
strongly over the past few years, driven by
owner-operators such as Premier Inn, that
are well-placed to acquire, lease, convert or
build new hotels and so have been able to
expand at a faster rate than the rest of the
market. The absence of a less well-developed
real estate investment trust sector and the
fragmented nature of the market have meant
that signing large blocks of hotels by branded
franchised and managed operators may have
been more challenging than in other markets.
No clear leader in the
budgetsector
No brand commands more than a 2% share
of the market in Germany; this compares
with the UK where Premier Inn has a 12%
market share. With the gradual decline of
the independent hotel sector, the branded
budget sector has continued to grow and
now occupies approximately 12% of the
German hotel market. This is led by
owner-operators such as Premier Inn, and
we have opened nearly 10,000 rooms since
February 2020, growing at almost twice the
rate of the next fastest-growing brand.
Attractive RevPAR outlook
The M&E market in Germany has attractive
levels of RevPAR, albeit there is intra-period
volatility depending upon the phasing of
business and leisure events that are an
important driver of overall demand in
Germany. Prior to the pandemic, branded
budget RevPAR in Germany grew at a
compound annual growth rate of 2.9%
between 2015 and 2019. M&E RevPAR
inGermany has now recovered to above
pre-pandemic levels.
Further opportunities
fornetwork expansion
The rise in interest rates and construction
costs over the last three years has led to
areduction in hotel pipelines. We have,
however, started to see more opportunities
to acquire individual assets and complete
bolt-on M&A transactions at attractive
long-term returns. By using our balance
sheet strength and property expertise,
wesee significant opportunity to continue
to grow ahead of the competition, and we
remain confident in our ambition to become
the No.1 hotel brand.
12%
47%
68%
25%
20%
16%
11%
720k
996k
Total Germany hotel supply: number of rooms
UK Germany
1%
Premier Inn
Branded budget (excluding Premier Inn)
Branded non-budget
Independents
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
32 STRATEGIC REPORT
GERMAN STRATEGY
Building momentum
inGermany
Further network expansion
We have 11,000 rooms open across 62
hotels and a further 7,000 rooms in our
committed pipeline. With a presence in
most major towns and cities, our focus is
tocontinue to expand and develop our
network, through a combination of organic
growth, conversions and small bolt-on M&A
in our target locations. By 2029/30, we
expect to have 20,000 rooms open, taking
us closer towards our target of becoming
the country’s number one hotel brand.
Building the Premier Inn brand
As we become a business of real scale in
Germany, we are focused on raising our
profile and, as a result of our initiatives and
growing customer base, have increased our
brand awareness to 19%
1
. Whilst this is behind
some of our key competitors, given the
quality of our product and the high guest
scores we are achieving, we are on course
to close the gap further and increase our
market share. As well as using online brand
campaigns, we will continue to explore how
we can use other distribution channels such
as online travel agents (OTAs) and aggregators
to help accelerate RevPAR growth and
profitability. As our customer base expands,
we are exploring how we can increase the
number of returning guests through a
combination of CRM and other loyalty tools.
Lübeck
Wilhelmshaven
OsnabrŸck City
Bremerhaven
Kiel
Rostock
Hamburg
Berlin
Wolfsburg
Hannover
Kassel
Aachen
Essen
Düsseldorf
Frankfurt
Weisbaden
Mannheim
Darmstadt
Nuremberg
Regensburg
Passau
Rosenheim
Munich
Freiburg
Stuttgart
Heidelberg
Karlsruhe
Saarbrücken
Wuppertal
Leipzig
Dresden
Braunschweig
Lindau
Key:
Open hotels
1
62
Committed pipeline hotels 38
1 Includes one hotel in Austria.
“ We’ve made great progress
this year against our strategic
priorities. With our planned
network expansion, increased
brand maturity and further
RevPAR growth, we are on track
to deliver our Five-Year Plan.”
Erik Friemuth
Chief Executive Officer,
Premier Inn Germany
Five-Year Plan:
2029/30outcomes
20,000
total open rooms
€80
network RevPAR
£70m+
adjusted PBT†
1 Germany YouGov Brand Awareness:
1 March2024 to27 February 2025.
33
Whitbread PLC Annual Report and Accounts 2024/25
1,085
9,042
4,880
5,875
425
10,506
18,230
22,500
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Motel
One
Ibis B&B
Hotels
Premier Inn Germany room growth
1
Key:
Premier Inn: open rooms
Premier Inn: open and committed rooms
Competitors: open rooms
Refining commercial strategy
Drawing upon an expanding pool of trading
data, we are improving our performance by
applying the learnings from trading our
growing estate. Following the roll-out of
ournew cloud-based reservation system
inMarch 2024, we have unlocked several
commercial opportunities, including new
CRM tools and the ability to price certain
product enhancements dynamically,
increasing yield in response to demand.
Broadening distribution
Providing room availability through the
optimum mix of channels ensures we can
continue to attract high volumes of both
domestic and international business
demand. We have seen an increase in guest
volumes and revenues having expanded our
distribution to include third-party channels
such as OTAs. Whilst this is a different
approach to that in the UK, after an extensive
trial it was evident that OTAs are an important
and value accretive channel in the German
market, driving incremental demand and
helping us raise brand awareness.
Enhancing appeal
tobusinessguests
Maintaining a balanced mix of business and
leisure guests helps to maximise occupancy
across the cycle. Business guests tend to
have higher frequency of travel than leisure
guests and drive higher ARRs. With high
levels of domestic travel in Germany driven
by the large trade fair market, ensuring our
platform is easy to use with all the key attributes
our guests need, we are increasing the
appeal of our offer. Our planned launch
of‘InnBusiness’ will make it even easier for
businesses of allsizes to book with us direct
and our clustermanager sales team is
focused on broadening our reach into the
SME market. We are also strengthening
ourtravel management company (TMC)
relationships to expand our distribution and
increase ouraddressable customer base.
Optimising product and offer
Our proposition continues to attract excellent
guest scores, helping to drive increasing
guest volumes into our hotels. As well as
rolling out more Premier Plus rooms, we are
also testing product add-ons both online
(e.g. early check-in and late check-out) and
on site (e.g. parking and in-hotel self-service
shops), each of which drive incremental
18,500
19,000
revenue. We are also looking to further
increase our F&B revenues through promotion
of the Premier Inn breakfast and our evening
bar offerings. With increased scale, we are
continuing to refine our operating model
and unlock new opportunities to drive
efficiencies across our estate through
improved labour scheduling and procurement.
Pathway to attractive
long-term, sustainable returns
With the initiatives outlined above, we
remain on track to deliver profitability
inFY26 and expect Germany to deliver
significant revenue and profit growth
byFY30, as set out in our Five-Year Plan.
10,965
1 Premier Inn: company data, competitors: STR data.
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
34 STRATEGIC REPORT
Premier Inn Germany
1
£m FY25 FY24 vs FY24 vs FY24 CC
2
Statutory revenue 231 190 21% 24%
Other income (excluding rental income) 0 3 (96)% (97)%
Operating costs before depreciation,
amortisation and rent (165) (151) (9)% (12)%
Adjusted EBITDAR† 66 42 58% 62%
Net turnover rent and rental income 0 0 200% 300%
Depreciation: right-of-use asset (42) (39) (5)% (8)%
Depreciation and amortisation: other (15) (17) 16% 13%
Adjusted operating profit/(loss)† 10 (15) 166% 167%
Interest: lease liability (21) (21) (1)% (4)%
Adjusted loss before tax† (11) (36) 69% 68%
Premier Inn Germany
1
KPIs
£m FY25 FY24 vs FY24 vs FY24 CC
2
Number of hotels 62 59 5% —
Number of rooms 10,965 10,506 4% —
Committed pipeline (rooms) 7,265 6,286 16% —
Occupancy 67.8% 61.8% 600bps —
Average room rate† £75.08 £71.88 4% 7%
Revenue per available room† £50.90 £44.44 15% 18%
Sales growth:
 Accommodation 21% 25%
 Food and beverage 20% 23%
Total 21% 24%
Like-for-like sales† growth:
 Accommodation 18% 21%
 Food and beverage 16% 20%
Total 18% 21%
1 Includes one site in Austria.
2 On a constant currency basis, EUR.
GERMAN PERFORMANCE
A Premier Plus room at Premier Inn Hamburg City Centre
35
Whitbread PLC Annual Report and Accounts 2024/25
Germany performance vs M&E market
€m
H1
FY25
H2
FY25 FY25
Germany M&E RevPAR performance
3
€60 €54 €57
PI more established hotels RevPAR performance
4
€67 €67 €67
PI total RevPAR performance
4
€61 €60 €61
3 STR data, standard methodology basis, 1 March 2024 to 27 February 2025; M&E excludes Premier Inn.
4 Premier Inn more established hotels: open and trading under the Premier Inn brand for 12 consecutive
months as at 4March 2022: 17 hotels and Premier Inn total: 60 hotels as at 27 February 2025.
Total statutory revenue in Germany increased by 24% in local currency, reflecting: the increasing
maturity of our estate and brand; a strong events calendar; improvements made to our trading
strategies, especially for key events; the broadening of our distribution across new channels,
including OTAs; and increasing brand awareness through increased distribution and effective
online marketing campaigns. Total estate RevPAR increased by 18% to €60 and RevPAR for
our cohort of 17 more established hotels
4
increased by 17% to €67, outperforming the wider
M&E market.
Other income in the period was £nil, while 2023/24 included the release of a £3m provision
relating to a prior year claim for Government support which has since been finalised.
Operating costs in the period increased by 9% to £165m (2023/24: £151m) reflecting cost inflation
and the impact of new hotel openings. As a budget hotel operator, we are determined to ensure
that our operating model is as efficient as possible, delivering a great guest experience whilst
also keeping tight control over our costs. During the year and reflecting our increased scale and
density of footprint, we were able to increase our spans of control with a more streamlined
management structure, increasing our agility and reducing our costs. The full year impact of
recent additions to our leasehold estate meant that right-of-use asset depreciation increased to
£42m and lease liability costs were £21m. Other depreciation and amortisation charges of £15m
reflected the growing size of our hotel network.
As at 27 February 2025, we had 62 hotels open and trading with a total of 10,965 rooms. During
the year we secured a number of new freehold and leasehold opportunities with the result that
our committed pipeline increased by 16% to 7,265 rooms and we remain on course to reach
20,000 open rooms by 2029/30.
The quality of our hotel product, the progressive maturity of our estate and the success of our
commercial initiatives are combining to both raise our brand awareness and increase customer
volumes. By continuing to carefully manage our costs we significantly reduced our adjusted loss
before tax† to £11m (2023/24: £36m loss).
Room with a view at Premier Inn Berlin Alexanderplatz
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
36 STRATEGIC REPORT
sustainable
long-term growth
EnablingEnabling
STRATEGY IN ACTION: ENHANCE OUR CAPABILITIES TO DELIVER LONG-TERM GROWTH
“ Our scale, differentiated business model, strong
balance sheet and disciplined approach to
capital allocation are delivering attractive
returns for our shareholders. Over the next five
years, we plan to deliver £300m incremental
adjusted profit before tax†, generating more
than £2bn for share buy-backs and dividends.”
Hemant Patel
Chief Financial Officer
Five-Year Plan: Efficiencies and commercial programme; Capital allocation
37
Whitbread PLC Annual Report and Accounts 2024/25
FY27–30: £190m
Recycling freehold
property
We have a significant freehold
property estate which differentiates
us from our asset-light peers and
unlocks a number of commercial
andoperational advantages.
It allows us to optimise our estate,
realise development profits and
recycle capital into higher-returning
investments. By exiting smaller, less
profitable sites and investing in more
efficient, larger sites as well as new
extensions as part of our Accelerating
Growth Plan, we can increase our
return on capital.
We completed two sale and leasebacks
for £56m in the first half of FY25 at
anaverage yield of just over 4% and
are progressing the sale and
leaseback of a further seven hotels
across a variety of regional UK
locations at attractive yields.
With an improving property investment
market, we will recycle at least £1bn
of property and maintain net capex at
£500m per annum, after net receipts
from property-related transactions,
keeping lease-adjusted leverage
below our threshold of 3.5x.
Five-Year Plan
Capital allocation on page 15
Capital allocation
• Strong balance sheet
enables our model to
maximise revenue
• Five-Year Plan:
Maintain our
lease-adjusted
leverage† ratio below
our threshold of 3.5x
Maintain
investment
grademetrics
Continue to invest
in profitable
growth
Clear dividend
policy
Capital return
• New, large hotels
in great locations
deliver attractive
levels of returns
• Five-Year Plan:
Average annual net
capex of £500m per
annum to FY30, after
net receipts from
property-related
transactions
• We seek to grow
dividends in line
withearnings
• Five-Year Plan: More
than £2bn available
for shareholder cash
returns through
share buy-backs
anddividends
• Where we have
excess cash,
wewill return it
toshareholders
• Five-Year Plan: More
than £2bn available
for shareholder cash
returns through
share buy-backs
anddividends
60
40 40
42
50
75
45
FY20 FY21 FY22 FY23 FY24 FY25 FY26 FY27 FY28 FY29 FY30
Delivered savings and expected Five-Year Plan savings per annum £m
Our capital allocation framework is regularly reviewed by the Board and allows us to strike an appropriate balance between
investing in high-returning growth opportunities and returning excess capital to shareholders.
Consistent delivery of cost savings, mitigating inflationary pressures
Key:
Delivered savings
Five-Year Plan guidance
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
38 STRATEGIC REPORT
LONG-TERM GROWTH STRATEGY
Enhance our
capabilities to support
long-term growth
Our vertically integrated model is
underpinned by our strong, asset-backed
balance sheet and a multi-year programme
of investment. This keeps us ahead of our
competitors and drives long-term growth.
KPIs
2025/26 cost efficiencies
guidance
£60m
Total new rooms to open
1
in2025/26
1,400–1,600
2024/25 UK return on
capital employed†
12.9%
Group freehold:leasehold mix
2
52%:48%
Fitch rating
3
BBB
Average net capital expenditure
per annum to 2029/30
£500m
Our capital structure is a key source
ofcompetitive advantage
• Investment grade status ensures access to debt markets
atattractive rates
• Selective sale and leasebacks can raise additional funding
atcompetitive rates, if required
Funding
• We are a highly attractive and trusted partner
• Strong advantage in competitive transactions
• Helps us to secure more favourable lease terms
Strength of covenant
• Proven resilience during periods of macroeconomic uncertainty
• Ability to execute quickly whilst maximising returns by location
• Our scale and property expertise can unlock value-enhancing
opportunities
• Control over network planning and customer proposition
• Ability to invest in our efficiency programme
Strategic and financial flexibility
1 Across the UK, Ireland and Germany.
2 Group open and committed pipeline.
3 Fitch Ratings, January 2025.
39
Whitbread PLC Annual Report and Accounts 2024/25
Investing for profitable growth
Our ongoing programme of investment
underpins our market-leading position in
the UK and our progress towards becoming
the number one brand in Germany. Extending
and optimising our hotel network, improving
our guest proposition and infrastructure,
aswell as continuing to drive our Force for
Good sustainability programme are all central
toour long-term success. Each of these
initiatives is described in more detail below.
Estate growth and optimisation
We see significant growth potential in the
UK and Ireland and are on course to double
the size of our network in Germany by
2029/30. By combining our vertically
integrated model, our in-house property
expertise and our strong balance sheet,
wecan commission new build projects, and
complete bolt-on M&A as well as single-site
acquisitions. With a large freehold portfolio,
we are also able to optimise our estate,
realise development profits and recycle
capital into higher-returning investments.
This includes exiting smaller, less profitable
sites and investing in more efficient, larger
sites as well as new extensions as part of AGP.
Read more on page 24
Guest proposition
Continuing to deliver for our guests with a
consistent, high-quality offer is a key driver
behind our market-leading position. During
2024/25, we continued the roll-out of our
new ‘ID5’ standard room format as well as
more of our Premier Plus rooms that command
a healthy RevPAR premium versus a standard
room in the same hotel. With £247m
invested in non-expansionary capex during
the year, we continue to seek ways to meet
our high standards whilst also controlling
our costs. This includes the development
ofnew products, services and features that
will further enhance the guest experience
and ensure Premier Inn is their first choice
whenever they are staying away from home.
Read more on page 25
Technology
Most of our guests’ purchase decisions take
place online resulting in the majority of our
revenues being generated via digital channels.
The performance and reliability of our
technology infrastructure are therefore
central to our ongoing success. Having
upgraded our reservation system and
associated technology stack in March 2024,
we are already seeing some benefits from
new revenue streams and enhanced digital
capabilities. We are continuing to upgrade
our digital networks and systems with a view
to further improving the quality of our service
and unlocking additional efficiency savings.
Teams
Our teams are at the heart of our long-term
success. Whilst well-designed training and
competitive pay and rewards can encourage
team stability and retention, it is promoting
a positive business culture and a passion for
excellence that ensures teams are engaged
and remain focused on delivering for our guests.
Read more on page 53
Force for Good
Our sustainability programme is fully
embedded into our business strategy
andacross all areas of our business. Our
vertically integrated model means we are
able to effect change that many other operators
cannot and our programme holds us
accountable for the changes we are seeking
to make. As referenced throughout this
report and in our ESG report, driving positive
change for our people, our communities
and the wider environment ensures that
ourbusiness is sustainable for the long
term, and is one that all of our stakeholders
continue to value and support.
Read more on pages 58 to 61
£2bn available for share
buy-backs and dividends
Our scale, differentiated business
model, strong balance sheet and
disciplined approach to capital
allocation have combined to deliver
attractive returns for our shareholders.
Even with conservative assumptions
about like-for like sales† growth and
inflation, the execution of our Five-Year
Plan to 2029/30 is set to deliver a
step change in our profits, margins
and returns. This unlocks more than
£2bn available for shareholder returns
through share buy-backs and dividends.
Lean and agile cost model
By capturing the vast majority of the value
chain, we are able to exercise considerable
control over our cost base. While the breadth
of our business means that inflationary
pressures are always present, our strong
business culture means we are continuously
seeking ways we can improve and adopt
new, more efficient ways of working. Whilst
global events over the past year have meant
that inflationary pressures have remained
higher than anticipated, there are signs that
inflation may come down over the medium
term. To help mitigate the impact of inflation,
we are committed to delivering £250m of
cost efficiencies between 2025/26 and 2029/30.
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
40 STRATEGIC REPORT
Delivering long-term sustainable returns
CHIEF FINANCIAL OFFICER’S REVIEW
Financial highlights
FY25
£m
FY24
£m
vs FY24
%
Statutory revenue 2,922 2,960 (1)%
Other income (excluding rental income) 1 3 (63)%
Operating costs before depreciation,
amortisationand rent
(1,893) (1,906) 1%
Adjusted EBITDAR 1,030 1,057 (3)%
Net turnover rent and rental income 2 1 200%
Depreciation: right-of-use asset (194) (183) (6)%
Depreciation and amortisation: other (208) (200) (4)%
Adjusted operating profit 630 674 (7)%
Net finance costs (excluding lease liabilityinterest) 20 42 (51)%
Interest: lease liability (167) (155) (8)%
Adjusted profit before tax 483 561 (14)%
Adjusting items (116) (109) (6)%
Statutory profit before tax 368 452 (19)%
Tax expense (114) (140) 18%
Statutory profit after tax 254 312 (19)%
Central and other costs
FY25
£m
FY24
£m
vs FY24
%
Operating costs before depreciation,
amortisationand rent
(37) (36) (3)%
Share of profit from joint ventures 5 4 15%
Adjusted operating loss† (32) (32) (1)%
Net finance income 20 42 (51)%
Adjusted profit/(loss) before tax† (12) 10 (226)%
Statutory revenue
Statutory revenue was slightly lower than
what was a strong performance last year,
reflecting a reduction in F&B revenues
asaresult of AGP and softer UK market
demand, offset by our continued estate
growth across the UK and excellent
progress in Germany.
Adjusted EBITDAR
Other income in the period was £1m, while
2023/24 other income included a £3m
provision release relating to a prior year
claim for Government support which has
since been finalised. Operating costs in the
period were £1,893m, 1% lower than last
year (2023/24: £1,906m), with increased
levels of cost inflation and our continued
estate growth across the UK and Germany,
largely mitigated by AGP and good
progress on cost efficiencies. As a result,
adjusted EBITDAR† decreased by 3% to
£1,030m (2023/24: £1,057m).
Adjusted operating profit
The increase in the size of our leasehold
estate across the UK and Germany
resultedin a 6% uplift to right-of-use asset
depreciation to £194m (2023/24: £183m).
The addition of new hotels in combination
with our continued focus of investing in our
core estate meant that other depreciation
and amortisation charges increased by 4%
to £208m (2023/24: £200m). As a result,
adjusted operating profit† decreased by
7%to £630m (2023/24: £674m).
“ We delivered a robust
financial performance in
the UK, despite a tougher
market environment.
We also made excellent
progress in Germany and
as a result, we delivered
Group adjusted profit
before tax† of £483m.”
Hemant Patel
Chief Financial Officer
41
Whitbread PLC Annual Report and Accounts 2024/25
Net finance costs
Lower cash balances reflected our capital expenditure programme and share buy-backs
completed during the year, resulting in lower interest receivable of £34m (2023/24: £50m).
Areduction in IAS 19 pension net finance income to £8m (2023/24: £16m) resulted in a
reduced net finance credit (excluding lease liability interest) for the period of £20m
(2023/24:£42m credit). Lease liability interest increased by 8% to £167m, primarily
drivenbythe opening of new leasehold hotels across the UK and Germany.
Adjusted profit before tax
Adjusted profit before tax† for the year was £483m, compared to a profit of £561m in 2023/24.
Adjusting items
Total adjusting items before tax were a charge of £116m for the year compared to a £109m
charge in 2023/24.
The Group has completed a review of site-level 2024/25 performance that identified a
number of sites for an impairment review. Within the UK, a net impairment charge of £43m
has been recorded in relation to AGP, with £10m net impairment charge over the rest of the
UK estate. The Group’s impairment review process of the German estate has resulted in
adjusting net impairment charges of £22m relating to five sites in Germany.
During the year, the Group made gains on property disposals (including sale and
leasebacks) of £40m and created a provision in relation to damaged inventory of £4m.
The Group has assessed the presentation of costs incurred in relation to the implementation
of the new hotel management system, HR & payroll system, restaurant system and our
strategic network programme, upgrading the IT networks across our estate. Cash costs
incurred on the programmes and presented within adjusting items in the year were £25m,
with cumulative cash costs to date being £66m (2023/24: £41m). At this time the Group
expects to incur future cash costs presented within adjusting items in the next financial
year of between £5m and £15m.
The Group incurred legal, advisory and project management costs in connection with AGP
as well as redundancy costs. This plan represents a significant business change for the
Group’s strategic focus in relation to F&B. Cash costs incurred by AGP and presented within
adjusting items in the period were £20m, with cumulative cash costs to date being £26m.
At this time the Group expects to incur future cash costs presented within this adjusting
item in FY26 of up to £10m.
The Group incurred contract exit fees in relation to a supplier of £24m. The decision
toexitallows the Group to make use of a different supply model and it is expected that
thecommercial and strategic benefit will accrue over several years.
During the year, the Group restructured its UK and Germany Support Centres, as well as its
site operations in Germany resulting in a charge of £9m, with £7m of this within provisions
at the end of the year.
Taxation
The tax charge of £134m on the profit before adjusting items (2023/24: £160m) represents
an effective tax rate on the profit before adjusting items of 27.8% (2023/24: 28.5%). This
ishigher than the UK corporate tax rate of 25.0%, primarily due to the impact of overseas
tax losses for which no deferred tax has been recognised. The statutory tax charge for the
period of £114m (2023/24: £140m) represents an effective tax rate of 31.0% (2023/24: 30.9%).
This is higher than the effective tax rate on the profit before adjusting items of 27.8%,
primarily due to impact of the impairment of Germany property in the year.
Statutory profit after tax
Statutory profit after tax for the year was £254m, compared to a profit of £312m in 2023/24.
Earnings per share
FY25
£m
FY24
£m
vs FY24
%
Adjusted basic earnings per share† 194.6p 206.9p (6)%
Statutory basic earnings per share 141.5p 161.0p (12)%
Adjusted basic profit per share† of 194.6p and statutory basic profit per share of 141.5p
reflect the adjusted and statutory profits reported in the year and are based on a weighted
average number of shares of 179m (FY24: 194m). The reduction in the weighted average
number of shares reflects shares purchased and cancelled as part of the Group’s previously
announced share buy-back programmes.
Dividend
Given the Board’s confidence in delivering a step change in performance, as outlined by
ourFive-Year Plan and the Group’s strong balance sheet, the Board has recommended a
final dividend per share of 60.6 pence (2023/24: 62.9 pence), taking the total dividend per
share for the year to 97.0p (2023/24: 97.0p). The final dividend will be paid on 4 July 2025
to all shareholders on the register at the close of business on 23 May 2025. Shareholders
will be offered the option to participate in a dividend re-investment plan. The Group’s
dividend policy is to grow the dividend broadly in line with earnings across the cycle.
Fulldetails are set out in note 11 to the financial statements.
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
42 STRATEGIC REPORT
Cash flow
FY25
£m
FY24
£m
Adjusted EBITDAR† 1,030 1,057
Change in working capital 5 34
Net turnover rent and rental income 2 1
Lease viability and principal lease payments (313) (305)
Adjusted operating cash flow† 723 787
Interest (excluding IFRS 16) 8 22
Corporate taxes (50) (53)
Pension (18) (18)
Capital expenditure: non-expansionary (247) (253)
Capital expenditure: expansionary
1
(241) (256)
Acquisitions (12) 0
Disposal proceeds 137 57
Other (40) 0
Cash flow before shareholder returns and debt repayments 260 286
Dividend (178) (165)
Share buy-back (264) (591)
Payment of facility fees and costs of long-term borrowings (2) (1)
Net cash flow (185) (470)
Opening net cash† (298) 171
Closing net debt† (483) (298)
1 2024/25 includes £2m payment of contingent consideration (2023/24: £nil payment
ofcontingentconsideration).
The strength of our vertically integrated model meant that despite the lower UK revenues,
we made strong progress on cost efficiencies and together with an improved performance
in Germany, adjusted EBITDAR† was £1,030m (2023/24: £1,057m). Lease liability interest
and lease repayments increased by £8m to £313m reflecting the addition of new leasehold
hotels in the UK and Germany. Together with a working capital inflow of £5m (2023/24: £34m),
this meant that adjusted operating cashflow† was £723m (2023/24: £787m).
The corporation tax net outflow in the period was £50m (2023/24: £53m). This comprises
payments of £49m in the UK, £1m in Germany.
Non-expansionary capital expenditure in the period of £247m partly reflects activity relating
to our accelerated refurbishment programme, in addition to spend incurred for the Group’s
strategic IT projects. Expansionary capital expenditure of £241m was £15m lower than last
year, reflecting the continued development of our committed pipelines in both the UK and
Germany and the investment in our AGP.
We continue to optimise our estate and seek to take advantage of value-enhancing opportunities.
Disposal proceeds of £137m includes £56m of sale and leasebacks together with £15m
ofAGP related disposals and £66m of non-AGP related disposals.
The significant operating cashflow generated in the period helped to fund our continued
programme of investment, resulting in a cash inflow before shareholder returns of £260m
(2023/24: £286m).
As announced with the Group’s preliminary results on 30 April 2024, the Board recommended
an increased final dividend of 62.9 pence per share reflecting the strength of the Group’s
2023/24 performance and confidence in the outlook. The resulting payment of £115m was paid
on 5 July 2024. At the interim results in October 2024, the Board declared an interim dividend
of 36.4 pence per share, resulting in a £65m total interim dividend payment.
On 29 April 2024, the Board approved a £150m share buy-back which completed on
24July 2024. At the interim results in October 2024, the Board approved a further £100m
share buy-back which was completed on 13 November 2024.
As a result, net debt at the end of the period was £483m (2023/24: £298m).
Debt funding facilities and liquidity
Facility Utilised Maturity
Revolving credit facility (775) — 2029
Bond (450) (450) 2025
Green Bond (300) (300) 2027
Green Bond (250) (250) 2031
Bond (400) (400) 2032
(2,175) (1,400)
Cash and cash equivalents 909
Total facilities utilised, net of cash
2
(491)
Net debt† (483)
Net debt and lease liabilities† (4,717)
The Group’s objective is to manage to investment grade metrics, maintaining a lease-adjusted
leverage† ratio of less than 3.5x over the medium term
3
. In January 2025, we received
confirmation from Fitch Ratings that we have maintained our investment grade status with a
rating of BBB. The Group’s lease-adjusted net debt was £3,082m (2023/24: £2,757m) and the
lease-adjusted leverage† ratio was 3.0x (2023/24: 2.6x). As at 27 February 2025, £35m of the
£775m Revolving Credit Facility is carved-out as an ancillary guarantee facility for the Group’s
use in Germany. At 27 February 2025, guarantees issued using the Commerzbank line totalled
€30m (2023/24: €23m).
The 2032 bonds were issued on 12 February 2025 and interest is payable semi-annually
on31 May and 30 November. The bonds pay a fixed coupon of 5.50% of face value and are
unsecured. On issue of these bonds, the Group received proceeds net of discount and costs
of hedging of £398.3m and incurred fees of £2.3m. The proceeds of the bonds will be used
for general corporate purposes, including the refinancing of existing debt.
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
43
Whitbread PLC Annual Report and Accounts 2024/25
2 Excludes unamortised fees associated with the debt instrument.
3 This measure aligns to the Fitch methodology, with the leverage threshold set at 3.5x lease-adjusted
net debt adjusted EBITDAR for BBB- and 3.0x for BBB, both of which are within investment grade.
Capital investment
FY25
£m
FY24
£m
UK maintenance and product improvement 240 249
New/extended UK hotels 179 172
Germany and Middle East
4
69 88
Total 488 509
4 2024/25 includes £2m payment of contingent consideration (2023/24: £nil).
UK maintenance expenditure in the period was slightly lower than last year at £240m
(2023/24: £249m) and related to our accelerated refurbishment programme and spend
relating to the Group’s strategic IT projects. UK expansionary spend of £179m includes the
development of our committed pipeline as well as spend relating to the first phase of AGP.
In Germany, capital expenditure of £69m was £19m lower than last year. As a result, total
capital expenditure was £488m (2023/24: £509m).
The balance sheet value of property, plant and equipment increased to £4.7bn (2023/24:
£4.6bn) as the increased expenditure in growing and maintaining our estate was offset by
transfers to assets held for sale, depreciation and impairment charges.
Property backed balance sheet
Freehold/leasehold mix Open estate Total estate
5
Premier Inn UK 55%/45% 57%/43%
Premier Inn Germany 23%/77% 30%/70%
Group 52%/48% 52%/48%
5 Open plus committed pipeline.
The current open UK estate is 55% freehold and 45% leasehold; However, as the existing
committed pipeline is brought onstream, the mix will be slightly more weighted towards
freehold. The current estate in Germany is 23% freehold and 77% leasehold reflecting the
skew towards leasehold properties in city centre locations, however with the opening of our
committed pipeline, this will shift to 30% freehold and 70% leasehold.
The new site openings in Germany and continued expansion in the UK resulted in right-of-
use assets increasing to £3.7bn (2023/24: £3.6bn) and lease liabilities increasing to £4.2bn
(2023/24: £4.1bn).
Return on capital
Returns
6
FY25 FY24
Group ROCE 11.3% 13.1%
UK ROCE 12.9% 15.5%
6 Germany ROCE not included as losses were incurred in the year.
Group ROCE† in the period was 11.3% reflecting several factors including lower UK revenues
and the impact of AGP, partially mitigated by strong progress in Germany.
Events after the balance sheet date
The Board of Directors approved a share buy-back on 30 April 2025 for £250m and is in
the process of appointing the relevant brokers to undertake the programme in accordance
with that approval.
Pension
The Group’s defined benefit pension scheme, the Whitbread Group Pension Fund (the
’Pension Fund’), had an IAS19 Employee Benefits surplus of £135m at the end of the period
(2023/24: £165m). The change in surplus was primarily driven by: asset performance being
lower than the discount rate; and changes in demographic assumptions which increased
the assessed value of the pension obligations. These factors were partially offset by an
increase in corporate bond yields resulting in an increase in the discount rate used to value
the liabilities.
There are currently no deficit reduction contributions being paid to the Pension Fund,
however this year an annual contribution was paid to the Fund through the Scottish
Partnership arrangements which amount to approximately £12m. The Trustee holds security
over £532m of Whitbread’s freehold property which will remain at this level until no further
obligations are due under the Scottish Partnership arrangements, which is expected to be
in 2026. Following that, the security held by the Trustee will be the lower of: £500m; and
120% of the buy-out deficit and will remain in place until there is no longer a buy-out
deficit. The Pension Fund is currently in the process of conducting the triennial actuarial
valuation of the Fund as at 31 March 2025.
Going concern
The directors have concluded that it is appropriate for the consolidated financial
statements to be prepared on the going concern basis. Full details are set out on page 167.
Hemant Patel
Chief Financial Officer
30 April 2025
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
44 STRATEGIC REPORT
STAKEHOLDER ENGAGEMENT
“In its decision-making, the
Board considers what is
most likely to promote the
success of the Company for its
stakeholders in the long term
and ina sustainable manner.”
Clare Thomas
General Counsel and Company Secretary
Section 172 statement
Stakeholder engagement
iscentral to the formulation
anddelivery of our strategy.
As part of this process, the views and
interests of various stakeholders including
the views of customers, employees,
shareholders and suppliers are taken into
account. Equally, the impact of our strategy
on the communities in which we operate,
and on the environment, is also considered.
That way, the strategy is developed directly
with those interests in mind.
The interests of all relevant stakeholders are
carefully considered by the Board and the
Executive Committee as and when specific
decisions are made throughout the year.
Inits decision-making, the Board considers
what is most likely to promote the success
of the Company for its stakeholders in the
long term and in a sustainable manner.
Our directors understand the importance
oftheir section 172 duty to act in good faith
to promote the success of the Company.
Every month, the Executive Committee
considers a ‘Balanced Scorecard’ that
measures performance against a range
ofmetrics, both financial and non-financial.
The non-financial metrics include guest
satisfaction, team and guest safety, team
retention, internal promotions, gender and
ethnic diversity at leadership levels, and
sustainability targets, like carbon and water
reduction, as well as donations to Great
Ormond Street Hospital Children’s Charity.
The ‘Balanced Scorecard’ also goes to the
Board regularly as part of the Board pack.
The Chief Executive’s report gives details
ofany relevant interaction with government
or regulators, and key issues with suppliers
and landlords.
The Chief Financial Officer’s report includes
details on recent engagement with shareholders
and the pension trustee discussions and
qualitative feedback on specific concerns.
The Chief People Officer’s report provides
details of all relevant employee-related
matters, including recruitment, retention,
diversity and inclusion, listening, wellbeing,
training and reward.
The General Counsel’s report contains an
update on key developments on the Force
for Good agenda, including work in the
community, charitable fundraising, the
environment, plastics and food waste.
Italso includes best practice guidance
ongovernance.
Any Board discussion on possible M&A
activity includes wider impact assessments,
considering issues such as integration with
the current business, management capabilities,
the impact on team members and our
supply chain.
The Board also takes into consideration
thelong-term consequences for both the
Company and its stakeholders when making
these decisions, making sure the Company
conducts its business in a fair way, protecting
its reputation and external relationships.
long-term
sustainable
success for
everyone
BuildingBuilding
45
Whitbread PLC Annual Report and Accounts 2024/25
Insightful and well-considered strategic decision-making
• Forward agendas are available to allow the Board to plan
ahead of time and to ensure the appropriate allocation
ofagenda time to each stakeholder group.
• Detailed papers are circulated a week in advance of Board
meetings giving directors due time to consider them.
• An annual Board strategy day allows the Board to consider
and agree key strategic priorities.
Board
information
• The Board is supported by the Company Secretary who is
present at every Board meeting. The Board also has access
to the advice of the Company Secretary on governance
matters all year round.
• The Board has access to external advisers should it need
advice on specific matters.
Resources
available
• The Board culture fosters open discussion and
constructivechallenge from the non-executive directors.
• The Board benefits from the diverse skills, knowledge
and experience of directors when making key strategic
decisions and performing its duties under section 172.
Board
decisions
• The composition of the Board is constantly monitored to
ensure the right balance of skills and experience is maintained.
• The performance of the Board is evaluated in line with the UK
Corporate Governance Code 2018.
• Decisions and outcomes are reviewed to ensure intended
outcomes are achieved.
Review
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
46 STRATEGIC REPORT
Employees
Our people are the key to our success. A talented,
engaged and diverse workforce is critical to support
our growth ambitions in the UK and Germany.
STAKEHOLDER ENGAGEMENT CONTINUED
Board considerations
• ‘Our Voice’, a body made up of elected
representatives across the business, represents
the views of employee constituencies to
senior management, including an annual
session chaired by the Chief Executive.
The Board receives reports of these meetings.
• Over the year the Board has focused
discussions on team member pay, taking
into consideration the cost of living, the
impact on our hourly paid employees,
and any changes in legislation likely
toimpact our approach to reward.
• The Chief Executive, in his Board report,
outlines and makes proposals in relation
to team retention and reward strategies
and the Board reviews monthly KPI
data regarding team retention and
other employee measures as part of
Whitbread’s balanced scorecard.
• The Board reviews the Speaking Out
process to ensure we have the right
platform for employees to raise concerns.
• The Board discusses Whitbread’s overall
people strategy on an annual basis,
receives a bi-annual report on overall
talent health, and also receives an
updateon employee engagement. People
strategy encompasses all facets of our
approach to people and engagement,
including diversity and inclusion.
• Diversity and inclusion is specifically
considered as part of all Board appointments.
This is guided by the Board diversity
policy, which was updated in March 2024,
and the Gender and Ethnicity Pay Gap
Report 2024.
More detail on this can be found on our website:
www.whitbread.co.uk
• Diversity and inclusion is also discussed
as part of the succession planning process
which includes a focus on creating a
diverse pipeline at the senior management
level. The Board discussed the various
diversity and inclusion networks: GLOW,
REACH, eNable and GEN. The Board also
attended diversity and inclusion training in
October, facilitated by an external partner.
• The Chief People Officer’s report regularly
updates the Board on progress against
allareas ofthe people strategy.
• The Board receives reports on health and
safety management bi-annually; statistics
are included in the monthly KPI pack
and any serious incidents are reported
immediately to the Board.
Outcomes of engagement
• Over £40m in pay awards across our hourly and salaried teams in the UK and
Germany, an investment of £4.5m into a specific ‘thank you’ payment to hourly
team members, the award of over £40m in Annual Incentive Scheme payments,
andissuance of more than 10,000 instances of recognition via our Whitbread
Heroes programme.
• Material reduction of 5%pts in team turnover rates in the UK and high engagement
scores from our employees across both the UK and Germany.
• Good progress since 2020 in our female representation in leadership to currently
stand at 39.8% and strong step-up in ethnic representation in leadership to 9.3%;
new targets established for both to maintain our progress through to 2026.
What our employees tell us matters tothem
• A healthy and safe working environment.
• Industry-leading training and development.
• Career development opportunities.
• Market-leading reward and
incentivestructures.
• Focus on team member wellbeing.
• A diverse and inclusive culture
inwhich everyone is welcome
andcanbethemselves.
• Open, honest and transparent
management processes.
Chefs in Bar and Block Kings Cross
47
Whitbread PLC Annual Report and Accounts 2024/25
Customers
Customers are at the heart of our business and Board
decisions are driven by a desire to provide our guests
with a consistent, high-quality experience at a great
price to ensure they keep coming back.
Investors
The Group conducts a wide-reaching investor relations
programme throughout the year and seeks to engage
on a range of topics including financial and operating
performance, business strategy and governance, as
well as our Force For Good sustainability programme.
What our customers tell us matters
tothem
• Consistent, high-quality hotels to stay in
with a quality food and beverage offering,
for a great price.
• Brilliant service from our teams.
• Excellent standards in our hotels
andrestaurants, which are clean,
safeandwelcoming.
• Healthy and responsibly sourced menu
choices including vegan and fish items
onthe menu.
Board considerations
• The Board receives regular updates
oncustomer satisfaction scores.
• The Board receives a monthly
report on commercial, pricing and
operationalperformance.
• Quarterly in-depth reviews are provided
into pricing and commercial strategies
inthe UK and Germany.
• The Board approves the refurbishment
schedule and repairs and maintenance
programmes. The Board also reviews
aprogramme of investment to
ensurewemaintain the high quality
expected by ourguests.
• The Board has visibility of and input
to the investment made in our digital
product and customer journey.
What our investors tell us matters
tothem
• Clear and well-communicated strategy.
• Evidence of strong execution against
thatstrategy.
• Financial performance, both in absolute
terms and relative to the competitive set.
• Capital structure and capital allocation.
• A proactive programme of engagement
on key topics.
• Leadership, governance and remuneration.
• A progressive ESG programme.
• Identification and management of key risks.
Board considerations
• The Board receives monthly updates
on changes to the share register and
market expectations as well as recent
engagement with shareholders and
otherinvestors.
Outcomes of engagement
• Improved customer satisfaction
scores; read more on page 118.
• Market outperformance and
YouGov scores demonstrate the
quality and value of the brand
proposition and its popularity.
Outcomes of engagement
• We conducted hundreds of investor meetings over the past year, not just with
existing shareholders but also large numbers of other investors, both in the UK
and internationally. We also maintained a regular dialogue with over 20 sell-side
analysts that produce written equity research on the Company.
• We received helpful input regarding non-executive succession planning,
remuneration policy development and certain other ESG-related topics.
• The Chairman and General Counsel
consulted with a number of shareholders
during the year; key themes discussed
included strategy, financial and operating
performance, business culture,
remuneration and ESG.
• The Chief Executive, Chief Financial
Officer and Investor Relations team have
conducted meetings with shareholders,
prospective investors, banks and
bondholders throughout theyear.
• The Board receives a presentation at least
once each year from its brokers on the
current views of investors and on issues
which may need to be addressed.
• The Board considers very carefully
whether the Company is fairly valued
and what steps can be taken to enhance
valuefurther.
• The Board considers room innovations
periodically, e.g. Premier Plus rooms
andtwinrooms.
• The Board considers brand positioning,
marketing campaigns and digital strategies.
• The Remuneration Committee includes
customer measures in the remuneration
structures for key team members.
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
48 STRATEGIC REPORT
STAKEHOLDER ENGAGEMENT CONTINUED
Suppliers
The Board values its relationships with suppliers
and fosters these carefully to support the long-term
sustainable success of the Company.
Communities and the environment
Whitbread is committed to doing right by
the communities in which we operate and the
environment. This is embedded in our Force
for Goodprogramme and brought to life in
ourambitioussustainability targets.
What our suppliers tell us matters
tothem
• Payment on time and in full.
• Good communication: strong and
consistent levels of demand and
transparent feedback on performance.
• Tackling modern slavery.
• A plan to reduce carbon through
thesupply chain.
What our communities tell us matters
to them
• A robust health and safety programme
for team members and guests.
• An ambitious environmental programme
which includes Scope 1, 2 and 3 carbon
reduction targets in line with 1.5
o
C of global
warming, and targets to eliminate waste,
particularly food waste, and reduce
waterusage.
• Ensuring that our critical commodities
aresourced sustainably and responsibly.
• Supporting local communities with
economic opportunities and raising
fundsfor our chosen charities, national
and local.
Board considerations
• The Board has received presentations
regarding our sustainability programme,
Force for Good.
• The Board receives regular updates on
key developments in the Force for Good
programme and provides comments and
views on material issues.
Outcomes of engagement
• Increased levels of engagement with
the supply chain to ensure continuity
of supply.
• Agreed measures to ensure suppliers
are paid on time.
• Engaged with suppliers regarding
modern slavery and ethical sourcing.
Outcomes of engagement
• Over our 13-year-long partnership
with Great Ormond Street Hospital
(GOSH), we have raised £26.4 million.
• Scope 1 and 2 emissions intensity
has been reduced by 59.7%/m
2
from our 2016/17baseline.
• We have reduced our water
consumption by 14.2% per sleeper
from our 2019/20 base year.
• We have cut our food waste by
31.3% from our 2018/19 base year.
Board considerations
• The Board has discussed inflation in the
supply chain as part of the Chief Financial
Officer’s report.
• The Board considers and approves a
Modern Slavery Act Statement each year.
• The Board approves material contracts
with suppliers. This year, the Board has
reviewed and approved contracts with
anew logistics supplier.
• The Board has received presentations
regarding our sustainability programme,
Force for Good, which includes
responsible sourcing.
Read more in our
Modern Slavery
Statement 2024/25
www.whitbread.co.uk/
49
Whitbread PLC Annual Report and Accounts 2024/25
Lenders
The Board has identified our key lenders as our
syndicate of banks that participate within our
revolving credit facility, and our bondholders,
whohold our 2015 and 2021 issued bonds,
andtherecently issued February 2025 bonds.
Pension scheme trustee
We are committed to maintaining our positive and
constructive relationship with the pension scheme
trustee and to ensuring security of members’ benefits
in the pension scheme.
What our lenders tell us matters
tothem
• Our current performance and
financingstrategy.
• The nature and quantum of debt and level
of liquidity of the Group.
• Our ability to service the debt interest
payments and repayment at maturity.
• Our credit rating and commitment
toinvestment grade metrics.
• Our covenant and compliance certification.
• The Green Bond framework.
What our pension scheme trustee tells
us matters to it
• Pension scheme funding and investment
strategy, supported by a strong Whitbread
covenant, that ensures the long-term
security of members’ defined benefits.
• Value for money defined contribution
arrangements and engaging
communications that support
membersinsaving for retirement.
Board considerations
• The Chief Financial Officer attends a
trustee meeting annually to present,
andanswer questions on, the Company’s
annual results and its ability to meet its
obligations to the pension scheme.
Outcomes of engagement
• Debt capital structure that is optimum for the Group.
• A base of lenders that can support the Group’s financing and operational needs.
• Robust relationships with lenders that are continually monitored, and facilitate
refinancing and access to sources of finance when needed.
• The support and access to product offerings that the lenders provide.
Outcomes of engagement
• Strong and open relationship with the pension scheme trustee.
• Well-funded pension scheme and security of defined benefits.
Board considerations
• Once a year the Chief Executive and
ChiefFinancial Officer meet the key
lenders within the revolving credit
facilityto discuss the annual results
andbusiness performance.
• The Group holds a fixed income call
withour bondholders after the annual
results presentation.
• The Group Financial Controller is in regular
contact with our banks’ relationship
teams, discussing operational and
strategic financing requirements, and
ourTreasury team engages to manage
the Group’s operational requirements.
• We continue to monitor and discuss
withthe banks their strategy and ability
to lend to the Group in the future and
anychanges that may impact this.
• A Company representative attends the
trustee’s Benefits Sub-Committee and
Funding & Investment Sub-Committee
meetings. Attendance at the latter
enables an understanding of any
investment changes that are planned
and can provide a Company view
whereappropriate.
• Twice a year, a senior member of the
Finance team meets with the Funding
& Investment Sub-Committee and its
covenant adviser to give an update
on Company performance and answer
anyquestions.
• The Board receives presentations in
relation to pension issues, including
regarding the funding position, triennial
valuation and investment performance.
• During the year, the Company and
trustee agreed the assumptions for,
andcompleted, the31March 2023
triennial valuation.
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
50 STRATEGIC REPORT
OUR VALUES
Our refreshed Values
support the execution
ofour long-term strategy
Creating our new Values
Whitbread has a long and proud heritage and has always been
ledby its Values; how we do things has been a critical enabler
ofthe ongoing success of the business. We have created Values
thatcodify our culture and really capture what is special about
working at Whitbread, reflecting changes in our organisation,
adapting to our operating context and helping support our
futuregrowth plans.
To shape our Values we sought to engage
with teams across the business to understand:
their perspective on how it feels to work
here when we are at our best; what would
be memorable and engaging for them; and
how we could best distil the essence of
Whitbread. The result of that extensive
process was a set of Values that are
distinctly us: aspirational, capture the
essence of who we are on our best day;
aligned with our purpose; and focused
onour ambitions.
warm + welcoming
We are warm and welcoming to our guests
and each other. We value difference, we are
team players and we create a culture of
inclusivity and collaboration within our teams.
passionate + proud
We are passionate and proud about the
bigpicture and the little things that matter.
Our guests and our teams are our world,
and we bring our best, every day. This
centres on the individual commitment
anddedication of our team members to
delivering excellence, whatever their role;
we use our initiative, drive action, and take
ownership for everything we do.
budget + brilliant
Our guests believe we are both budget
andbrilliant. We want to make every penny
count for both our business and our guests.
We are always focused on delivering excellence
and exceptional value. It means we are creative,
innovative and bold, continuously seeking
better ways ofdoing things. We are budget
focused and resourceful; we make considered
decisions and invest in the things that matter.
Sharing our new Values
Support Centre
• We held 14 interactive sessions
engaging over 900 attendees from
across our Support Centre.
• Sessions comprised an Executive
Committee member-led overview,
break-out sessions focused on each
value in turn, and attendees making
their own personal commitment
related to the values.
• Following positive feedback and
further affirmation that the Values
resonate with our teams and align
with our aspirations, the sessions also
identified opportunities for us to further
deepen the Values’ impact through
fostering stronger knowledge sharing
and relationships between Operations
and Support Centre, as well as across
functions more broadly.
UK and Ireland Operations
• In January 2025 we launched the
values to all Multi-Site Hotel Managers
and Restaurant General Managers
atthe National Operations Meetings.
Managers attended a three-hour
interactive session with Regional
Operations Managers leading the
break-out sessions and the structure
mirroring the format for the Support
Centre launch.
• At our annual recognition event,
Whitbread Celebrates, we launched
the values to the 3,000 attendees
atthat event.
• Our Managers are now in the process
of cascading our values through
Operations via a series of team meetings
at site level to reach all of our team
members. The session consists of a fun
and interactive game to bring the values
to life with videos for each value.
• Feedback to date has been positive;
the values are landing well and the
Operations leadership is showing real
ownership to embrace and bring the
values to life for our team members.
Germany
• We followed the same approach in
Germany as for the UK, launching
to our Support Centre and Regional
Operations Managers across three
events opened by Erik Friemuth,
CEO for Premier Inn Germany, in
October2024.
• We trained all Hotel Managers and
Cluster Managers at their Operations
conference in December and are now
rolling out the site level training via the
values game to mirror the UK roll-out.
51
Whitbread PLC Annual Report and Accounts 2024/25
to our guests
and each other
about the big picture and
the little things that matter
in everything
that we do
How we show up
We value
difference
We are team
players
We bring our
besteveryday
We are guest
obsessed
We deliver
greatvalue
We are always
a step ahead
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
52 STRATEGIC REPORT
Whitbread has a rich heritage for service,
delivering for our people so that they can
deliver for our guests, underpinned by
strong values and culture. We are guest
obsessed and believe our teams are key
todelivering a market leading guest
experience that allows us to command a
higher room rate in comparison to other
budget competitors. In turn, we believe
ourdifferentiated talent offer is a key factor
in helping us in attracting, retaining and
motivating our teams to deliver that guest
experience. We have no barriers to entry
and no limits to ambition for our people.
There are several achievements worth
celebrating from the last year: team
engagement levels remain high, retention
isat its highest level ever, and our ability to
recruit in the market is strong. We are team
players and we believe that the stability of
our teams is one of the key underpins to
delivering for our guests; so that we stay
astep ahead we have also made important
changes to how we organise our teams to
bring even clearer accountabilities, speed
up decision-making, and further sharpen
that focus on guests. We have supported
the conversion of several of our restaurants
into new hotel extensions as part of AGP,
simplified our hotel operating structures
toempower managers, and redesigned
ourSupport Centre to create a more
efficient structure that is more connected
toour operations teams and moves to a
product-oriented approach to technology.
Listening to our teams remains at the heart
of our approach to building our talent
proposition and supporting our people.
Iwas delighted to see the strong levels of
advocacy from our teams in our Your Say
survey and the ongoing pride that people
have in working for Whitbread. We work
closely with our elected employee forum,
Our Voice, throughout the year to ensure
that all voices from across the business are
heard, including an annual event where they
engage directly with the Chief Executive
and myself. Our employee representatives
stimulated several business ideas, from
menu development to uniform design, and
have helped us shape change and deliver
what really matters to our teams over the
past year. Our inclusion networks have also
been very active and continue to raise
awareness, provide education, and influence
policy. We have been externally recognised
for both our networks and our overall
diversity and inclusion activity.
There are several enablers for our future
growth that we delivered in 2024/25.
Welaunched our new Values, establishing
aclear and memorable distillation of our
culture and how we show up every day,
andwe also successfully deployed our
newpeople system, Dayforce, which has
step-changed team member experience
and provides us with a common, modern
technology platform for our people across
Europe. We have begun simplifying our pay
structure, already helping to offset cost
inflation driven by National Living Wage
and National Insurance increases. In
Germany we have made the shift to a
high-quality local leadership team,
supported by targeted dedicated UK
resource, that is accelerating the
performance of the German business.
We have no barriers to entry at Whitbread
and have continued to give opportunities to
everyone, with a particular focus on young
people that might otherwise face obstacles
in starting their career. I am very proud of
the partnership we have developed with
Barnado’s to deliver a programme to
Building capability for growth
support care-experienced young people
into work, our continued relationship
withthe Derwen and Herward special
educational needs colleges to help their
students into employment, and our recent
work with UK Hospitality on the Hospitality
Skills Passport. We also have nolimits to
ambition and have delivered several
development initiatives for our people
overthe last year including an extensive
apprenticeship offer, programmes to enable
progression into management roles, and a
senior leadership programme with Ashridge
Business School.
Our people strategy must also ensure we
retain our cultural strengths whilst ensuring
we are set up for future growth. We will
therefore need to fully embed our recent
organisational changes in F&B, Operations
and the Support Centre which have set us
up to have the right capabilities for the
future. The ever-evolving external trading
environment means we will need to be a
consistently high-performing team. Building
excitement around our new Values and a
new cultural manifesto for the business
willbe important enablers.
Our strategic ambitions for growth will
havematerial implications from a people
perspective, requiring our people strategy
to expand again – defining the right
operating model for further European
growth, ensuring we have the talent,
capabilities, and culture for our fantastic
teams to be able to continue delivering
market-leading guest experiences,
whereverwe operate.
CHIEF PEOPLE OFFICER’S REVIEW
“ Whitbread is a special
place to work, and we will
continue to bring our best
every day, retain our warm
welcome, our passion
and our pride, whilst
also ensuring that we
areagile and responsive
to meet the challenges
ofgrowingsuccessfully
inachanging world.”
Rachel Howarth
Chief People Officer
53
Whitbread PLC Annual Report and Accounts 2024/25
package
in line with the local tariff
agreements in each federal state, which
offers a competitive base salary, increased
through tenure and skills development, and
a set of additional benefits. This is aligned
to most of our competitors and the retail/
hospitality sector. We awarded €2.5m in
November and December 2024 via a special
annual payment for our teams, with the
majority ofour teams receiving a payment
above thelocal tariff.
We have continued to focus on recognising
our teams across the business, through a
calendar of monthly recognition activities
and awarding over 10,000 recognitions
under our Whitbread Heroes long service
scheme, recognising service milestones
from one year and beyond. As we look
ahead to 2025/26, the launch of our new
Values provides an opportunity to
supercharge our approach to recognition
and we will be launching a new recognition
programme and digital platform across the
UK and Germany this year, connecting our
entire workforce for the first time.
Enabling future growth
ofthebusiness
We laid some important foundations for our
future growth in 2024/25, notably with the
implementation of our new People System,
Dayforce. We successfully launched our first
phase of Dayforce in the UK, Ireland, and
Crown Dependencies, in 2024, and in Germany
in early 2025, which modernised our provision
of clocking, payroll, expenses, core employee
records, and scheduling. This has step-changed
our team member experience in visibility of
their hours, rota, and pay – now all available
to them on their phone. Centrally the new
system provides us with richer, accurate data
to enable more efficient labour scheduling,
better understanding of absence to guide
future wellbeing strategy, and improved
reporting to understand our workforce.
We will implement talent and learning
modules in the system in 2025 to enhance
our approach to performance management,
career planning, succession processes, and
the delivery of our extensive online learning
to teams.
We have also made strong progress in
thedevelopment of our teams and people
processes in Germany. As we have scaled in
Germany we have evolved from having a UK
leadership team and now have a leadership
team comprising German nationals living in
Germany that understand local market nuance
and how these should be reflected in our
proposition and plan. Where relevant we
have also moved to dedicated and specific
UK based resource that support the
Germany teams, including new roles in our
Commercial team and a Head of Germany
in Technology. Within the People function
we have redesigned the resourcing model,
halving our time to hire and doubling our
volume of applicants, as well as successfully
moving team member pay to align to Tariff,
unlocking a significant saving.
We have upweighted capability in Digital,
Commercial, and Technology teams to
support our growth ambitions. In Technology
we have moved to a product-led structure,
better aligned to the business, and more
agile and efficient in delivery of solutions.
Supporting our teams
todeliver for our guests
Our teams once again delivered market-leading
guest satisfaction scores in 2024/25 that
we continue to believe is underpinned by
the stability and engagement of teams at
our hotels and restaurants. We heard from
over 27,000 of our employees in our bi-annual
Your Say engagement survey and saw strong
levels of advocacy with 72% of people in
the UK and 68% in Germany recommending
Whitbread as a place to work; similarly, 73%
of people in the UK and 70% in Germany
are proud to work for us.
Strong levels of engagement have been one
of the drivers of excellent levels of retention.
Building on the work from 2023/24 we have
seen a further improvement in turnover rates
and the benefits of sustained retention mean
that we now have more experienced, higher
skilled teams which are better able to provide
great service for our guests. Turnover has
improved by c.10%pts over the last two years,
reducing our costs in training, and reducing
our hiring requirement significantly.
As a market-leading hospitality business
wehave always prioritised the wellbeing of
our teams, encompassing mental, physical,
andfinancial health, as we believe that it
directlyimpacts employee morale, reduces
absenteeism, and fosters a more engaged
and productive workforce. In a sector reliant
on positive customer interactions, happy and
healthy employees translate into enhanced
customer experiences, driving repeat
business and contributing to improved
profitability. Furthermore, demonstrating
acommitment to wellbeing strengthens our
employer branding, helping us attract and
retain top talent in a competitive market.
We implemented change in the organisation
in 2024/25 to enable more efficient and
effective structures, speed up decision-making
and clarify accountabilities. Change can be
unsettling and our priority throughout has
been in supporting affected team members
during these transitions, ensuring they have
the support they need, including access
toour wellbeing resources and partners.
Through all of our change programmes we
have consistently seen that people want to
stay with Whitbread and we have worked
hard to open up as many redeployment
opportunities as possible so that we retain
talent and people can continue to progress
their careers with us. We have seen significant
numbers of people move to new roles,
notably Restaurant team members moving
into Premier Inn and cross functional moves
within Support Centre.
Investing in our teams’
pay,reward and benefits
We have continued to invest in our teams
across all levels of the organisation in 2024/25,
with our biggest ever investment in hourly
pay in April 2024 of £40m. This was alongside
an investment of £4.5m in a special one-off
payment for over 30,000 of our UK hourly
and Contact Centre teams as a ‘thank you’
for their ongoing commitment and contribution
to Whitbread’s strong performance. Our
Support Centre and Operations Management
teams in the UKreceived pay awards of 5%
and our Germany team received pay awards
of 3%, reflecting the differences in the reward
landscape across our markets.
In addition, we have made significant
progress in simplifying our hourly pay
model, making it easier for our teams
tounderstand their pay and to support
flexibility and multi-skilling, moving from
over 150 different pay rates to 30 outside
ofCentral London. Entry pay rates increased
by over 9% and the average pay rate increase
was 8%. For our Support Centre and Site
Management teams, we awarded over £40m
in annual incentive payments in May 2024
based on our strong 2023/24 performance.
Nearly 4,000 of our hourly team members
also received an incentive payment under
our ‘All Green’ incentive scheme, with total
payments of £1m.
Despite the significant headwind of the
increase to employer’s National Insurance
contributions this year, we delivered another
multi-million-pound investment in hourly
pay in April 2025, with average pay increases
of 6%, continuing to pay ahead ofthe National
Minimum Wage and National Living Wage
for all roles.
Our Support Centre and Operations
Management teams in Germany were
awarded incentive payments of over €2.5m
in May 2024 based on the performance of
the German business in 2024/25. For our
hotel
team members in Germany, we offer a
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
54 STRATEGIC REPORT
CHIEF PEOPLE OFFICER’S REVIEW CONTINUED
Supporting our teams todeliver
for our guests continued
Wellbeing remains a key focusand we
havea range of mechanisms to support
employees with their mental, physical and
financial wellbeing. We utilise our trusted
experts, Health Partners and Hospitality
Action, to provide advice and support,
supplementing the activity that welead
internally. In the last year we have delivered
an ongoing financial education programme,
continued to invest in mental health first
aiders, introduced a new whistleblowing
service (Speaking Out), redesigned our
Dunstable office to include dedicated
wellbeing space, and maintained a regular
provision of advice through our ‘Wellbeing
Wednesday’ communications. Our teams
also have access to Spectrum Life, an app
delivered in partnership with Hospitality
Action, offering wellbeing tools at their
fingertips and providing a range of content
including a digital fitness programme,
nutrition guides, wellbeing-related
e-learning, meditation and podcasts.
Continued progress on
inclusion and diversity
We value difference and are committed
toincreasing diversity in our leadership
population and were previously holding
ourselves against a set of published
representation targets. I am delighted that
we achieved 9.3% ethnic representation
versus a target of 8%. We have now set
ourselves a new target of 10% leadership
representation for 2026.
In terms of gender diversity, we have made
excellent progress, increasing our female
representation in leadership from 32% in
2020 to 39.8% aswe closed out 2024/25.
However, that means that we narrowly
missed our target of 40.0% representation
and recognise thereismore to do. Our
focus is now on achieving our new 2026
target of 45%.
Our inclusion networks have had an
exceptionally busy year and continue to
beimportant voices in raising awareness,
education and influencing policy within the
business. Our Gender Equality Network (GEN)
maintains the menopause as a key focus and
we are on track to gain our Menopause
Friendly Employer accreditation; we have
introduced menopause support guides to our
teams, available in seven languages. Our
LGBTQIA network, GLOW, was shortlisted in
the top 15 for the Network Group of the Year
award at the British LGBT Awards 2025 and
we were delighted to achieve 10th place in
the Stonewall Workplace Equality Index and
be awarded Gold Employer status.
Our Race, Religion and Cultural Heritage
(REACH) network has worked hard to listen
to our Muslim colleagues to ensure greater
inclusivity during Ramadan and we issued
guidance for Managers to support team
members fasting during the period. We
celebrated Black History Month with a range
of activities showcasing Black culture, including
an event to promote products from
Black-owned businesses that are local to
our Support Centre in Dunstable. We also
introduced multi-faith rooms as part of our
office refurbishment at our Support Centre.
In October we were very proud to be
announced as a top 10 employer at the
Investing In Ethnicity Awards and REACH
was listed in the top 15 network groups, the
first time it has been included inthis category.
White
Ethnic
minorities
Women
Men
White
Ethnic
minorities
Women
Men
White
Black
Asian
Other
ethnicity
Women
Men
8
88.9%
1
11.1%
2
22.2%
7
77.8%
78
90.7%
8
9.3%
39
39.8%
59
60.2%
22,292
70.3%
1,416
4.5%
3,027
9.6%
1,547
4.9%
20,005
63.9%
11,608
36.1%
Executive CommitteeExecutive Committee
Leadership communityLeadership community
All employees
3
All employees
Gender
1
Ethnicity
2
1 As an inclusive organisation we recognise all gender identities and understand that not all
ofour team members will identify as male or female.
2 The information provided for ethnicity is discretionary and not all employees, including within
the leadership population, have chosen to share their ethnicity with us.
3 89.5% of our employees have chosen to share their ethnicity with us.
55
Whitbread PLC Annual Report and Accounts 2024/25
In April we were awarded the Inclusive
Recruitment award at the Disability Smart
Awards 2024 for our Thrive programme,
working with Derwen College in Oswestry
and Hereward College in Coventry to
support young people with special
educational needs into paid employment.
The programme is now expanding to
additional areas of the UKincluding
Liverpool and Lincoln.
No barriers to entry,
no limits to ambition
For many people, working in a hotel or
restaurant is their first introduction to the
workplace, or a way back into it for those
who’ve taken time out to have a family
orstudy. We therefore have a unique
opportunity to be a Force for Good in
theplaces we operate, focusing on giving
people the opportunity to grow, develop
and be their best. No barriers to entry,
nolimits to ambition.
We passionately believe that we can give
opportunities to everyone and we continue
to remove barriers to employment for people
that might otherwise face challenges in
accessing work, notably withyoung people.
As a result, we have several strands to our
development agenda:
• Offering no barriers to entry by creating
career opportunities for disadvantaged
young people.
Programmes: Barnardo’s – care-
experienced young people pilot; Thrive –
supporting those with special educational
needs; and work experience.
• Offering no limits to ambition through
our Get Set Grow offer in Operations
andSupport Centre.
Programmes: Progressing Into; Leading
for Tomorrow; apprenticeships; and Get
Set Grow.
Barnardo’s
Warren, Maintenance Team
Member/Housekeeping, Premier
Inn Birmingham Exchange
Warren joined us through one of our
Barnardo’s work placements and was
subsequently successful in securing a
permanent role. He is currently working
across two sites as a Maintenance team
member and Housekeeper. His Hotel
Manager, Charlotte, said: “He was so
good there was no way I could not give
him a job.”
“I’ve never been closed off to an
opportunity, and there was a guaranteed
job opportunity at the end. I got to try
everything during the work experience
including the restaurant. At the end of the
work experience I mentioned that I was
really interested in the maintenance role
and they made sure there was something
for me. It’s been mentioned to me some
of the qualifications I can get in the role
and I will try to gain whatever I can.”
and Hereward set up in 2019. These
partnerships allow students with more
complex needs to learn skills to help them
secure employment so they can live
independent lives, e.g. cleaning and making
a bed, and support students who are close
to employability with a first step towards
this, with the opportunity to then move into
a supported internship and employment
with us. There is a small ‘Premier Inn’ at
both colleges with three bedrooms,
areception and a housekeeping room to
provide a simulated and safe environment
for students to practice their skills as part
oftheir hospitality qualifications.
Across the first 10 years of the partnership,
we have had 30 students move into employment.
Last year, we agreed to extend our partnership
model to reach ouraspiration of 100 supported
internships per year. This is to be done via
Hereward Training Services, which we have
established in partnership with Hereward
College, which will onboard new partners to
the programme.
During 2024, we partnered
with two additional
colleges in Lincoln and
Liverpool. We will have 25 people complete
asupported internship via one of our
collegepartnerships.
Opportunities for
disadvantaged young people
In 2023, over 13,000 young people in
England exited the care system on their
18th birthday and 39% of care leavers aged
19–21 are not in education, employment or
training, compared to 13% of all 19–21 year
olds. Care leavers make up 25% of the adult
homeless population, with almost 25%
ofthe adult prison population having previously
been in care. Therefore, we have partnered
with Barnardo’s to develop a ten-week
pre-employment programme to support
care-experienced young people into
meaningful jobs and careers with Whitbread.
The programme focuses on building skills
and confidence, and includes areas such
ascustomer service and communications,
work experience on site and interview practice.
The goal is to securepermanent employment
for those participating at one of our local
Premier Inns, at the end of the employability
programme. We invest £2,000 per individual
going through the scheme.
We have run two pilots with Barnardo’s in
Glasgow and Birmingham, with 30 people
attending a programme to date. So far,
eight young people are now in employment
or part of our Talent pipeline for a future
role. Our long-term goal is to build internal
capability and knowledge to attract, hire
and develop care-experienced young
people directly and at scale.
We are also committed to removing barriers
to entry for young people with special
education needs. Only 4.8% of people with
learning difficulties are in paid employment
in the UK. Over 1.6 million pupils have special
educational needs. The government has a
commitment to get 1 million more people
with disabilities into work by 2027, which
can be achieved through the joint
expertise
of specialist colleges and employers.
We have two long-standing partnerships
with special educational needs (SEN) colleges,
with the Derwen partnership set up in 2013
Thrive
Mary, Reception Team Member,
Greenwich Premier Inn
When Whitbread first contacted Derwen
about partnering, Mary was the student
who gave our senior team a tour.
Working reception at the college she
asked if she could work on our reception,
and this led to three months’ work
experience at a Premier Inn. Once she
completed her work experience she
was offered a job as a Reception team
member. In June 2025, Mary will have
worked at Whitbread for ten years. She
said it was a life-changing goal to get
the job,which has helped her with her
independence, confidence and
organisational skills.
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
56 STRATEGIC REPORT
CHIEF PEOPLE OFFICER’S REVIEW CONTINUED
Work experience
Maura, Front of House Team
Member, hub King’s Cross
Maura completed work experience with
us 18 months ago when she was at
college. During her time with us she
was able to spend a day in each of the
departments at hub by Premier Inn
King’s Cross where the team made her
feel really welcomed and supported.
Then, whilst at university, furthering her
studies, she also wanted to continue in
employment and reached out to Tom,
her Multi-Site Hotel Manager (MHM),
and he knew she was the perfect
person for his team. She’d demonstrated
great behaviours during her week of
work experience and she’s now a
valued part of the team.
“I got to work in a department each day.
It was very different as I’ve never worked
before, so it was a great experience.
Iknew even if I didn’t get a job here,
Ihad more chance of getting one
somewhere because I now had experience.
I was so nervous and thought I would
do really badly, but it went really well.
Ilearnt so much working here, not just
with the job but skills like communication,
problem solving and teamwork. I really
wanted to get a job at hub because
Iwas made so comfortable by everyone.
All the team members and Tom, the
MHM, were so supportive.”
Progressing into first
management role
Liv, Duty Manager,
Premier Inn Birmingham
Liv was looking for progression in the
Company, having worked in reception
whilst they were studying at university.
After completing their studies they
decided that they wanted to progress
in the business. After talking to their
Manager about it they were eager to
get onto the ‘Progressing Into’ course
to be ready for a Duty Manager role in
future. They completed the course last
year and a few months later successfully
applied for their first management role.
“I joined as a receptionist and it was
originally a job to just get me through
uni but when I graduated I wanted to
progress in the Company. I finished
the‘Progressing Into First Management’
course in May last year and became
aDuty Manager in September when
aposition in the area came up. I got
tounderstand all areas of the business;
Ipicked up so much about working
within the restaurant as well as the
hotel. The course laid out exactly
whatwas expected of you in the Duty
Manager role. I’d recommend anyone
who wants to progress to consider
thecourse.”
Opportunities for disadvantaged
young people continued
UK Hospitality (UKH), in conjunction with
the Department for Work And Pensions,
officially launched its skills passport scheme
in 2025. The Hospitality Skills Passport is
designed to create a universal entry standard
for hospitality employees and comprises a
four-week programme that works in a similar
way to a sector-based work academy
programme, aimed at supporting unemployed
people with or without experience into a
role in hospitality. It includes an opportunity
for learners to attend work experience as
well as training in compliance and customer
service, and aguaranteed interview at the
end of the course. We have supported UKH
with piloting the programme, providing work
experience opportunities in our Central
London restaurants, working closely with
Capital City College through Westminster
Kingsway College London and The Mayor’s
Academy Hub for Hospitality. In total we
have supported 43 students, building on
our previous offers of work experience
opportunities, and it underlines our ongoing
commitment to providing career routes
forpeople into the sector.
Progressing careers
inOperations
Each year, we need to identify anddevelop
c.800 operational managers tomeet our
internal resource requirements. To support
this, we have developed a suite of internal
management development programmes
todevelop our teams in both the technical
and behavioural skills required for each
management level in Operations. Each
programme follows a blended approach
tolearning which includes face-to-face
workshops, online learning, on the job
training on site, periods of holding roles
andreflective practice.
We have designed three levels of
programme, focused on developing
individuals into:
• Duty Managers (and other hourly paid
management roles);
• Salaried Managers (Hotel Managers and
other salaried management roles); and
• Multi-site Hotel Managers
Following successful pilots which resulted
in123 delegates completing programmes,
we have launched ‘Progressing Into First
Management’ across the Premier Inn estate,
are about to launch ‘Progressing Into Hotel
Management’ and will pilot ‘Progressing
Into Multi-Site Hotel Management’.
57
Whitbread PLC Annual Report and Accounts 2024/25
Apprenticeship levels
3 and 4
Charlotte, Hotel Manager, Premier
Inn Birmingham Exchange Square
Working at Premier Inn for nine years,
Charlotte has worked in almost every
role at Premier Inn from breakfast
teammember to Head Housekeeper.
NowaHotel Manager, she believes
herapprenticeships have supported
hergetting the role she’s in today.
“My hotel manager encouraged me to
join the apprenticeship. The fact I could
get my qualification in English and Maths
was part of the reason I wanted to do it.
It made a big difference that I was able
to learn at work. I have ADHD and Dyslexia,
it doesn’t matter if you have additional
needs, Whitbread provides you with the
right level of support. As a Head House
Keeper I started the apprenticeship
Level 3 which taught me situational
leadership and how to adapt my
learning style. That aspect was really
helpful and what I took the most from
the course. I am a Hotel Manager now
and have done my level 4. I didn’t think
Iwas going to pass, but I got a phone
call to find out I got a distinction and
Inearly fell off my chair. I encourage all
my team to do it as long as they have a
clear end plan and know what they want
to get from it.”
Career Growth
(Operations to
Support Centre)
Molly, Trainee Solicitor
GeneralCounsel
Molly started with us as a Housekeeper
for some extra money while studying at
university and then moved to reception.
Once she completed her Master’s her
Hotel Manager, Adam, told her that
there were opportunities at our Whitbread
Support Centre. She managed to secure
a role as a Paralegal, where she performed
so well that the we are now supporting
her through a training contract as a
Trainee Solicitor.
“For quite a long time it was just a job
on the side; I didn’t realise the potential
I could have here. It’s a really difficult
profession to get into; it’s really hard
toland a trainee solicitor role in an
external law firm. To be able to get this
with a company I’ve already been with
for five years is amazing. Getting a part
time job at a Premier Inn – you don’t
know where you might end up.”
Apprenticeships
We also offer apprenticeships at every level
in operations, from level 2 hospitality team
member through to level 5 operations
manager. Our apprenticeship programmes
help us to attract, recruit and develop our
early careers talent as well as developing
our managers alongside our internal
management development programmes.
We currently have over 750 apprentices in
learning, with over 300 achieving their
nationally recognised qualification this year.
We have been externally recognised for the
programmes we offer, and are very proud to
be ranked 24th in the Top 100 Apprenticeship
Employers, and 9th in Rate My Apprenticeship,
as well as being highly commended by the
Multi-Cultural Apprenticeship Awards.
Support Centre development
We have a structured approach to identifying
and developing talent across our Support
Centre. We proactively enable individual
career conversations, talent calibration and
talent action plans for approximately 1,500
of our team. The structured talent cycle
gives us a more accurate view of our
succession and capability which, in turn,
helps us identify who to focus on and
whereto invest in development.
All of our Support Centre teams have
access to a Personal Development Plan
andour Get Set Grow development offer.
Our development offer supports our teams
to develop both their technical skills and
behaviours, and includes online digital
resources and regular development
workshops as well as dedicated Get Set
Grow weeks so teams can really lead their
own development.
We also have formal learning programmes
for our Support Centre teams. We widened
our Support Centre apprenticeship offer
in2024 to include over 20 different
apprenticeships including Digital Marketing,
Data Science and Software Engineering.
These are focused on developing the technical
skills of our team, with an apprenticeship or
equivalent learning offer in place in all of
our Support Centre functions.
For individuals in leadership roles or with
the potential to be a leader in the future,
wealso run both Senior Leader and Future
Senior Leader development programmes.
These programmes run over a 9-12 month
period, in partnership with Ashridge
Business School, and support us in
developing our current and future talent.
Apprentices in learning
>750
Number of apprentices that have
achieved their qualification
300
Rank achieved in the Top 100
Apprenticeship Employers
24th
Rachel Howarth
Chief People Officer
30 April 2025
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
58 STRATEGIC REPORT
A team where everyone can reach their potential with nobarriers
to entry and no limits toambition
Key performance
indicators
Performance in2024/25 2023/24 Market Link to materialtopic
45% female
representation in our
leadership population
1
in 2026
39.5%
female representation
39.8%
UK&I • Equal
treatment and
opportunities
for all
10% ethnic minority
representation in our
leadership population
1
in 2026
9.3%
ethnic minority representation
9.1%
UK&I • Equal
treatment and
opportunities
for all
1 Leadership population is defined by all Head of / Director roles that are UK based.
Read more about our people on pages 52–57
Our 2024/25
performance
Opportunity
Target
As our Force for Good strategy
continues to evolve, it gives me great
pride to lead a sustainability programme
that builds value for both our internal and
external stakeholders. Our environmental,
social and governance initiatives create
an engaging and inclusive environment
for our colleagues and build a resilient
andtrusted organisation for our guests,
suppliers and shareholders.
Our teams lead on a broad range of
projects that drive down the carbon
emissions from our operations and
supply chain, reduce waste and minimise
resource usage, unlock development
opportunities in our workforce and
create economic contribution in our
localcommunities.
We are working hard to embed
sustainability decision-making into
ourgovernance processes. With
cross-functional leadership steering
ourprogramme and with the longer-term
view of the ESG risks and opportunities
identified through the Task Force on
Climate-related Financial Disclosures
(TCFD) nowbuilt into our organisational
risk management, we can plan with
climate and regulatory scenarios in mind.
To ensure we maintain the momentum
required to meet our sustainability
responsibilities, our annual incentive plan
for all salaried employees and executive
directors is linked to ESGKPIs, with
theBoard keeping aclose eye on the
suitability of our sustainability targets.
Find out more about ForceforGood
in our ESGReport 2024/25
www.whitbread.co.uk/
SUSTAINABILITY
“ Sustainability is more than
justa goal – it is a key
value driver for our future,
and we are fully committed
to the success of our Force
for Goodprogramme.”
Clare Thomas
General Counsel
Making a meaningful contribution to the customers
andcommunities we serve
Key performance
indicators
Performance in 2024/25 2023/24 Market Link to materialtopic
20% saltreduction by
the end of 2024 from
a2017 baseline
21.2%
salt reduction
19.8%
UK&I • Product safety
and quality
20% sugarreduction
programme from a
2015 baseline
24.7%
sugar reduction
24.1%
UK&I • Product safety
and quality
20% calorie reduction
by the end of 2024
from a 2017 baseline
3.1%
calorie reduction
4.3%
UK&I • Product safety
and quality
We will raise £3m each
year forGreat Ormond
Street Hospital
Children’s Charity
£2m
raised
£2.4m
UK • Corporate culture
• Equal treatment
and opportunities
for all
Community
2023/24 performance
59
Whitbread PLC Annual Report and Accounts 2024/25
Always operating in a way that respects people and the planet
Key performance indicator Performance in 2024/25 2023/24 Market
Link to
materialtopic
99.6% absolute
reduction in Scope 1 and
2 emissions by 2040
from a 2016/17 baseline
44.0%
Scope 1 and 2 absolute
reduction from base year
38.0%
UK&I and
Germany
• Climate
change
• Energy
84.1% intensity
reduction in Scope 1 and
2 emissions by 2030
from a 2016/17 baseline
59.7%/m
2
Scope 1 and 2 intensity
reduction from base year
54.9%/m
2
UK&I and
Germany
• Climate
change
• Energy
90% absolute reduction
in Scope 3 emissions
by2050 from a
2018/19baseline
16.7%
Scope 3 absolute reduction
from base year
8.5%
UK&I and
Germany
• Climate
change
• Energy
58.1% intensity
reduction in Scope 3
emissions by 2030 from
a2018/19 baseline
34.6%/m
2
Scope 3 intensity reduction
from base year
27.6%/m
2
UK&I and
Germany
• Climate
change
• Energy
We will reduce water
use in the UK by 20%
perguest by 2030 from
a 2019/20 baseline
14.2%
reduction in water use
persleeper from our 2019/20
baseline year
10%
UK&I • Water
• Energy
We will cut our food
waste by 50% by2030
from a2018/19baseline
31.3%
reduction in food waste from
our2018/19 baseline year
1
24.5%
2
UK&I • Circular
economy
• Climate
change
• Water
We will not send any
operational waste
tolandfill
99.3%
of operational waste diverted
fromlandfill
100%
UK&I • Circular
economy
100% of our suppliers
will be risk assessed
forinherent human
rights risk
100%
3
of suppliers risk assessed
forhuman rightsrisks
3
100%
UK&I and
Germany
• Supply
chains
100% cage-free status
on all whole shell and
ingredient eggs by2025
100%
of whole shell eggs served
85.4%
of ingredient eggs have
cage-freestatus in our own
recipe products
4
100%
75.2%
UK&I
• Supply
chains
Key performance indicator Performance in 2024/25 2023/24 Market
Link to
material topic
100% of raw beef will
beproduced to a
recognised farm
assurance scheme in
itscountry of origin
100%
of our raw beef range is
produced to a recognised farm
assurance scheme
100%
UK&I
• Supply
chains
100% of wild caught fish
served will beMarine
Stewardship Council
(MSC) or equivalent
certified
100%
of wild caught fish served is
MSC orequivalent certified
100%
UK&I
• Supply
chains
100% of palm oil in own
recipe products
4
will be
Roundtable on
Sustainable Palm Oil
(RSPO) certified
bytheend of 2025
73%
of palm oil in our own recipe
products
is RSPO certified
71%
UK&I
• Supply
chains
90% of our cotton
sourced asBetter
Cotton by the end
of2025
5
At the time of reporting our
Better Cotton results were not
yet available and will be
released by the end of 2025
52.3%
6
UK&I
• Supply
chains
SBTi no-deforestation
commitment across
beef, our primary
deforestation-linked
commodity, with
atarget date
of31December 2025
New target
N/A
UK&I and
Germany
• Supply
chains
1 Does not include the waste occurred due to a short-term disruption in one of our partner’s
warehouses in December 2024.
2 Restated number for 2023/24 due to an error in the previous years’ methodology compared to how
our baseline was calculated.
3 Due to a short-term disruption with one of our key UK suppliers in December 2024, we had to
temporarily source some food and consumables from UK supermarkets and retailers as a contingency
measure. The 100% figure does not cover this spend.
4 Own recipe is where Whitbread owns the recipe of the product ordish.
5 Relates to ‘cotton in rented linen’, ‘guest buys the bed’ and ‘duvet and pillow purchases’ annually.
Better Cotton is sourced via a chain ofcustody system ofmass balance and is not physically traceable
to end products.
6 The latest available data is for 2022/23.
Responsibility
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
60 STRATEGIC REPORT
Of the last 80 hotels we have opened in the
UK, more than half received an EPC rating A,
including all seven in 2024/25. Since the
introduction of BREEAM tracking in 2018,
Whitbread has delivered 127 new hotels,
with 78% of them achieving a BREEAM
rating. In Germany, all 14 new hotels built
sofar have achieved or are pending
sustainable certification.
In 2025/26, we plan to open four new hotels,
all of which will be low carbon, i.e. powered
solely by REGO-backed electricity for space
and water heating. From 2025 onwards all
new self-built hotels will be low carbon. And
from 2027, all hotels built on our behalf by
developers (leases) will also be low carbon.
Year in review
SUSTAINABILITY CONTINUED
Our Force for Good
programme is focused
on four strategic levers:
decarbonisation,
resource use, social
mobility
and economic
contribution.
These issues
are the most material to
Whitbread and, given
our operating model,
we are able to make
adifference.
This year has been one of significant
transformation at Whitbread. As part of
AGP, we are divesting some of our lower-
performing restaurants while converting
more than 100 others into higher-returning
hotel rooms.
We havealso switched to a new national
wastepartner and announced a future
change to a wholesale food procurement
and logistics model.
As we have made these changes, the
alignment of our Force for Good programme
with our core business strategy has allowed
us to integrate sustainability into each initiative.
Scope 1 and 2 intensity reduction,
tonnes of carbon/m
2
2021/22 2022/23 2023/24 2024/25
0.025 0.025
0.023
0.021
Resource use
We are realising environmental and
commercial benefits from using less water.
By rolling out more lower-flow showerheads
and taps, and through active leak detection
and fix, we heat less water which lowers our
costs and the carbon emissions from our
gas boilers, whilst preserving the quality
ofour guest experience.
Although the operational changes with
ournew waste partner and new wholesale
provider will not take effect until later
in2025, we have been busy laying the
foundations for sustainable partnerships
that align with our waste targets and supply
chain decarbonisation goals. Our new partners
have strategies that align with our sustainability
targets and will provide us with more data
and insight, which are critical to support
theimplementation of effective
sustainability strategies.
Our focus on reducing waste and using our
resources more efficiently presents us with
opportunities to reduce emissions, mitigate
other environmental impacts and deliver
cost savings that demonstrate the business
case for sustainability.
Our cross-functional working group to
reduce food waste is driving initiatives
thatwill improve the way we buy, distribute,
store and prepare food. We are trialling an
AItechnology that analyses the food that
weput in our bins, providing insight for
ourteams to look at changes to menu
design and portion sizes to minimise waste.
We have also launched a staff engagement
campaign on segregation and reduction that
should reduce our overall waste and increase
efficiencies across our hotels and restaurants.
Decarbonisation
In November, the Board approved our
fullycosted operational decarbonisation
programme, enabling us to continue to
reduce Scope 1 emissions from our estate in
the most economically viable manner. With
more than 1,500 rooms powered entirely by
electricity backed by Renewable Energy
Guarantees of Origin (REGO) and no gas
connections or liquid petroleum gas (LPG),
we offer the most low-carbon hotel rooms
in the UK and Ireland. REGO certifies that
the equivalent number of units of electricity
purchased have been generated from
renewable sources such as wind or solar.
This was achieved by replacing old gas
boilers with air-source heat pumps at our
hotels, electrifying our kitchens and installing
water-efficient showerheads and taps. These
initiatives drive immediate reductions in our
carbon footprint and operational costs, as
well as enhancing the value of our assets.
The vast majority of the new extension
rooms from AGP will also be low carbon.
This work drives our progress towards our
zero operational carbon emissions target
by2040.
Our Property team has been focusing on
designing energy-efficient hotels and
re-using existing structures where possible
to minimise the emissions associated with
embodied carbon and construction waste.
For example, inCambridge city centre, we
opened a 125-room hotel that largely
preserved the exterior structure of the
unused office space.
61
Whitbread PLC Annual Report and Accounts 2024/25
while the Premier Inn York Layerthorpe team
spent more than 200 hours restoring and
maintaining areas of the local nature reserve.
We are proud to have embarked on our third
commitment with Great Ormond Street
Hospital Children’s Charity (GOSH), aiming
to raise £20m for the Children’s Cancer Centre
through individual and team sponsored
activities and guest donations. This
transformative facility will feature three clinical
wards and one patient carer lounge, with
completion planned for spring/summer 2028.
In Germany, we support CHILDREN, which
provides opportunities for disadvantaged
young people to engage in activities like
cooking, eating healthy meals and
participating in experiences that develop
important life skills.
In Ireland, we partner with the Children’s
Health Foundation which provides essential
medical equipment and offers rehabilitation
support to children with chronic pain.
I am looking forward, in the year ahead,
torealise the enormous potential and
opportunities that Force for Good will unlock.
Whitbread’s employees
skydiving for GOSH
Recent graduates from Hereward College,
gainingpermanent employment at Premier Inn hotels
Read more about
ourcharity work in
ourESG Report
www.whitbread.co.uk/
We remain committed to being an inclusive
business and continue to strengthen our
approach to diversity and inclusion through
an ongoing programme designed to equip
our teams with knowledge and confidence.
This includes a mix of mandatory training
and a dedicated D&I hub, offering accessible
learning resources for everyone. We celebrate
key cultural and awareness events throughout
the year and champion minority voices
through our support of employee networks
and forums.
Our training and development opportunities
begin from day one, with a structured,
role-specific induction that ensures new
team members feel welcomed and prepared
to deliver great service. As their careers
progress, team members can access further
training to expand their responsibilities,
unlock higher pay, or take part in one of
ourformal development pathways into
management or leadership roles. We also
offer apprenticeships at every level, with
over 750 apprentices currently in training.
We’re particularly proud of our partnerships
that support young people facing barriers to
employment, helping them into meaningful
jobs and long-term careers. This includes our
work with Barnardo’s and specialist colleges
such as Derwen and Hereward.
For more on the opportunities we create,
seepages 55–57.
Economic contribution
The energy and enthusiasm of our teams
continue to shine as they raise funds for our
charity partners and seek innovative ways
tocontribute to the communities we serve.
With every new hotel open, our teams
volunteer their time to local initiatives. For
example, the Premier Inn Torquay Harbour
team helped to rehouse giraffes in the zoo,
Our long-term vision will build resilience
into our organisation, helping us to attract
and retain great team members, mitigate
risk, maintain stability and quality across
our supply chainand drive efficiencies in
ouroperatingmodel.
Sustainability is more than just a goal –
itisa key value driver for our future.
Itisincreasingly important, particularly to
ourbusiness bookers and younger leisure
customers. Among our employees, 90% in
the Support Centre and 81% in Operations
believe it is essential that Whitbread is a
Force for Good. With stricter regulations
onbuilding efficiency, nutrition and waste,
alongside growing stakeholder focus on
ourdecarbonisation strategy and employee
relations, we are fully committed to the
success of our sustainability programme.
Clare Thomas
General Counsel
30 April 2025
Social mobility
The people-focused aspects of our Force
forGood programme are fundamental to our
success, with a strong emphasis on diversity
and inclusion, training and development and
employee wellbeing. As one of the most
socially inclusive industries, hospitality
provides opportunities for people from all
walks of life. At Whitbread, we create jobs
inhundreds of local communities, helping
individuals build skills and grow careers
without limits.
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
62 STRATEGIC REPORT
Understanding
and responding
to
RISK MANAGEMENT
Risk management reporting and escalation
Board
Accountable for strategic risk management, including the assessment
ofriskappetite, and ensuring a sound system of internal control and
riskmanagement is in place.
Read more on pages 98 to 102
Executive
Committee
Review, challenge and
approvalofGrouprisks.
Read more on page 103
Risk Working
Group
Identify and
evaluatenew risks,
monitor risk
interdependencies
and report key risks
to the Executive
Committee.
Audit
Committee
Oversight and
challenge of the
effectiveness of risk
management and
mitigating controls.
Read more on pages
108 to 113
Internal
Audit
Co-ordination
andanalysis.
Read more on page 110
Governance, strategy, oversight and communications
Risk management framework
“ Our risk management strategy
enables us to proactively
pinpoint and assess potential
risks, and implement effective
and pragmatic mitigations
that align with our established
riskappetite.”
Hemant Patel
Chief Financial Officer
RiskRisk
63
Whitbread PLC Annual Report and Accounts 2024/25
An effective and robust risk
management process is integral
toachieving our strategic
priorities. Oursuccess is
underpinned by our ability to
identify, manage and mitigate
risk within our business.
We can never fully avoid or eliminate risk,
which arises naturally from operational and
strategic decisions taken. Instead, we must
actively manage and harness risk as far
asispractical, whilst pursuing our
businessobjectives.
The Board has ultimate responsibility for
risk management throughout the business
and determines the nature and extent of
therisks we are willing to take. Certain
responsibilities, including overseeing the
systems of risk management and internal
control, have been delegated by the Board
to the Audit Committee, which completes
an annual review of the effectiveness of
these processes. Our functional areas
regularly review both operational and
strategic risks relevant to the achievement
of their respective goals, reporting these
tothe Executive Committee and allowing
effective risk management throughout
thebusiness.
A robust, top-down risk assessment is
completed bi-annually to capture Board
and Executive Committee views on the
principal risks facing the business and our
related risk appetite. This enables us to
keep up to date with changes in our risk
profile and adapt as necessary. Actions
required to manage these risks are monitored
and reviewed on a regular basis.
Risk identification
Our risk management process continues
todevelop with efficient and effective
processes embedded across the business.
Our functional risk owners identify
functional level risks, which are monitored
and actively mitigated as required. This
ensures that we are able to proactively
identify and evaluate risks, which may
affectour ability to achieve our strategic
objectives, and implement practical and
pragmatic mitigations to reduce these
toanacceptable level.
Risks are often highly interdependent,
meaning changes to one risk can affect
multiple existing risks or result in new risks
being created. Our Risk Working Group
(RWG) is a collaborative forum, which
includes organisation-wide representation
across functions, allowing us to utilise
insights from senior leaders to monitor
these interdependencies effectively and
identify associated new risks. The RWG
reports directly to the Executive and
AuditCommittees on risk management
across Whitbread.
All principal risks are assigned to a member
of the Executive Committee and this,
combined with our robust three lines of
defence model, helps to reinforce a culture
ofaccountability throughout the business.
Internal Audit constructs a risk-based audit
plan, aligned to the principal risk register,
toprovide independent assurance over
ourhighest risk activities.
Risk appetite
Risk appetite is defined as the level of
riskwe are willing to accept in pursuit
ofour strategic priorities. The level of risk
acceptable for principal and emerging
risksis assessed on an annual basis by the
Executive Committee and Board members,
who define their risk appetite against key
indicators including potential impact of risk,
likelihood of risk and ability to reduce risk
through mitigation. This ensures alignment
between our view of acceptable risk
exposure and the strategic priorities
ofthebusiness.
The Executive Committee communicates
the appetite for risk, to embed this within
our ways of working. Risk appetite is
considered when making strategic or
operational decisions regarding new
opportunities for the business.
Emerging risks
Emerging risks, while not immediate,
havethe potential to impact our business
significantly over time. These risks may be
new or evolving, making them difficult to
quantify. The rapid pace of change and
uncertainty in areas such as technology,
legislation, and geopolitics, underscores the
importance of proactive risk management.
To identify emerging risks early, we review
industry trends, professional insights and
peer networks annually, through our risk
management framework.
We have identified several emerging
risks,such as:
• the influence of shifting geopolitical
alignments and how changes in
the way in which countries work
together isaffecting the balance
of power aroundthe world which
is creating a more complex and
dynamicinternationallandscape;
• the rapid pace of technological and
digital advancements and our ability to
respond effectively to seize opportunities;
• the potential importance of recycling
of assets for new capital opportunities
within our financial framework during
uncertain property market conditions
andchanging regulatory requirements
forproperty-related structures; and
• challenges or investments required in
our operating model to ensure long-term
efficiency savings to create a robust
platform for growth.
These risks are assessed on an ongoing
basis to identify both the direct and indirect
impact to our strategic objectives and
operations at the earliest possibility.
We recognise that, whilst rare, there is the
risk of so called ‘black swan’ catastrophic
events, both natural and man-made, which
could have a significant adverse impact on
our business and operations. The unpredictable
nature of these events emphasises the
importance of resilience and adaptability
inour risk management strategies and
incident management processes to enable
timely and effective responses.
Updated risks
Internal and external factors, as well as
continued uncertainty of key drivers, mean
the nuances in the detail of our risks are
constantly changing. Risk descriptions
areperiodically reviewed and updated to
ensure they remain an accurate reflection
ofthe risks faced by the business.
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
64 STRATEGIC REPORT
PRINCIPAL RISKS AND UNCERTAINTIES
Principal risks
Movement vs prior year
Lower
Higher
Level
Risk Key mitigations
Uncertain economic outlook
Uncertain UK and Germany economic outlook due to broader
macroeconomic trends, geopolitical volatility and local political
instability. This uncertainty may affect consumer confidence;
reduce domestic and international travel and ultimately weaken
hotel market demand. Additionally, persistent structural inflation
may impact our cost base across wages, utilities, food costs and
construction materials compounded by supply chain disruption
and potential increases in duties and tariffs on imports. Whilst
higher interest rates impact the cost of borrowing, they also
affect property valuations, our ability to fund growth and are a
strain on balance sheet strength. Overall resulting in reduced
cash flows.
• We currently have a strong balance sheet, with substantial liquidity and
alargefreehold property base, giving us the option to raise additional funds
byentering into sale and leaseback agreements, if required.
• We continue to make good progress with our efficiency programme and rolling
utilities hedging, to offset inflationary and demand-led pressures, and maintain
rigorous discipline over our capital spend and costs.
• We continue to execute our strong commercial strategy, designed to increase
market share and financial returns through execution of several commercial initiatives.
• Our rigorous business planning process considers many scenarios and
appropriate responses, always seeking to drive increased returns and create
value for shareholders whilst continuing to manage risk.
Strategic priorities
Risk appetite
N/A
Movement vs prior year
Slight decrease in risk driven
by lower inflation across some
key costs
Cyber and data security
Businesses are subject to continuously evolving methods of
cyber-attack. Data breaches or operational disruption caused
bymalware, such as ransomware, can result in a loss of revenue,
brand trust, regulatory fines and have an adverse impact on the
Group’s share price.
• We have a specialist team and mature information security management in
place with a wide range of proactive and reactive security controls including
up-to-date antivirus software across the estate, network and system
monitoring, and regular penetration testing to identify vulnerabilities.
• All IT change and engineering has information security built in by design.
• A continuous security improvement programme is in place, with regular internal
and external independent reviews of the control effectiveness and maturity.
• Our mature risk process and proactive threat modelling and monitoring allow
us to identify and address threats at the earliest opportunity.
• We have solid compliance foundations across all countries for data protection
and effective collaboration between the Information Security and Data
Protection teams exists to minimise risks and ensure compliance with GDPR.
Strategic priorities
Risk appetite
Cautious
Movement vs prior year
See pages 16 to 19
Strategic priorities
Grow and innovate
in the UK
Focus on our strengths
to grow in Germany
Enhance our capabilities to
support long-term growth
65
Whitbread PLC Annual Report and Accounts 2024/25
Movement vs prior year
Lower
Higher
Level
See pages 16 to 19
Strategic priorities
Grow and innovate
in the UK
Focus on our strengths
to grow in Germany
Enhance our capabilities to
support long-term growth
Risk Key mitigations
Strategic business change
andinterdependencies
The risk that we are unable to deliver major transformational
programmes on time and realise benefits, due to the high volume
of change. This may disrupt core business processes and
operational efficiency, potentially affecting guest experiences.
This risk particularly refers to organisational restructuring, estate
optimisation, execution of our Accelerating Growth Plan, people-related
technology, upgrading and securing our systems and networks
across the estate, supply chain transformation, outsourced guest
contact points and other commercial optimisation initiatives.
Additionally, embedding new ways of working, having successfully
delivered our new reservation technology, presents further challenges.
This risk remains elevated due to cross-programme dependencies,
the scale and pace of organisational change, extensive operational
impacts and the significant associated investment in technology.
• To help ensure successful delivery of our change projects, we have enhanced
internal project delivery expertise with a dedicated strategic project
management office (PMO) function, supported by a robust assurance
management framework.
• This framework is coupled with regular reporting, cross-functional forums
andmonthly reporting to the Executive Committee.
• Our mature and independent programme assurance plan ensures aligned
assurance utilising subject matter experts to provide external insight.
• We engage with various change experts and strategic partners to gain
knowledge, challenge and insights.
Strategic priorities
Risk appetite
Balanced
Movement vs prior year
Prolonged strategic change to the food
andbeverage proposition in restaurants
There is a risk that continued uncertainty for our guests and
teams,
along with proposition changes may damage brand
perception,
operational excellence and the demand to eat in our
restaurants, causing us to lose share to other local branded
restaurants. Whilst some impacted properties continue to be
marketed for sale, this risk continues to be high. Restaurants are
also being impacted by current operational
challenges in a highly
competitive market with sector driven
inflationary pressures and
recent people-related legislation costs.
Overall this risk could drive a prolonged and increased focus on
restaurants by the business to adequately provide a solution that
satisfies any investment to remain relevant as a branded offer.
• We have appointed a new Managing Director of the Group’s branded
restaurant business and continue to implement our Accelerating Growth Plan
aligning to our strategic objectives.
• New menus and propositions have been launched, including revenue opportunities
focusing on specific trading times throughout the day, premiumisation and
improvement of the guest experience by integrating ground floor spaces inside
our hotels.
• We harness better buying with supply chain and procurement targets.
• We are always considering how best to serve our customers with extensive
market research and customer feedback.
• Our periodic rejuvenation of our brands and their associated marketing
ensures we optimise spend. This includes specific brand-led initiatives and
afocus on key events throughout the year.
Strategic priorities
Risk appetite
Open
Movement vs prior year
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
66 STRATEGIC REPORT
Risk Key mitigations
Brand strength and customer demand
Demand for our products and services can be impacted by a
number of factors including changes in customer behaviour,
brand perception and competitor activity. The Group’s brands
need to remain relevant in order to compete effectively with new
and existing sector operators and also to combat any potential
threats from digital disruptors such as online travel agents. The
importance of brand relevance can increase during periods of
market weakness or if more challenging economic conditions
prompt consumers to become more focused on price and value,
at the same time competitor activity can become more
aggressive and disruptive. Given the prominence of the Premier
Inn brand, negative media coverage could have an adverse
reputational impact and influence consumer behaviour and
booking volumes. The combined impact of these factors may
present a risk to market share, potential returns and cash flow.
• We perform extensive top line scenario modelling, fed by regular competitor
and market analysis, allowing us to assess the impact of various structural shifts
on the business and enabling us to make informed decisions going forward.
• Our Customer & Trading Committees track metrics including Brand Index,
netpromoter score, and customer satisfaction and feedback to supplement
alldecision-making.
• We continue to focus on market share trading initiatives and perform in-depth
reviews into the impacts of key competitors to our business.
• There is an established Commercial and Customer Plan with ongoing
development and investment in customer proposition to maintain quality
andreflect demands of different segments.
• We perform proactive public relations activities including monitoring of all
media and prompt responses to any significant negative coverage that might
have a bearing on our reputation or our commercial activities.
Strategic priorities
Risk appetite
Cautious
Movement vs prior year
Increase in risk due to highly
competitive market and
softening customer demand
Extended stagnation of the UK and Germany
property market slows growth
The stagnation in both the UK and German markets continues
for longer than expected and impacts our ability to maintain our
rooms pipeline, putting pressure on our returns and growth in
subsequent years.
This is driven by several factors including the slowdown in
developer-led opportunities due to weak sentiment and possible
fall in the value of land, construction inflation, increased cost of
debt and investment yields.
Whitbread could potentially take on a risk premium to acquire
sites by assuming a future value from sale and leaseback
arrangements, which is not realised thereby impacting returns.
We also note that opportunities may become available whilst
there is less competition to buy land and to build out, or
developers may look to release properties in the short term.
• We have a strong balance sheet that we can use to access a wide variety
ofdifferent property-related opportunities.
• Our strong financial covenants make us attractive to investment funds
asapreferred hotel tenant.
• We have a robust capital investment framework with updated analysis
including yield ranges (+/-50bps), coupled with an experienced and
well-networked Property team to support decisions.
• We perform continual monitoring of the market with sale and leaseback
yieldstested regularly.
• Our committed pipeline remains solid with 7,192 rooms in the UK, excluding
AGP extension rooms and 7,265 rooms in Germany.
Strategic priorities
Risk appetite
Balanced
Movement vs prior year
Slight decrease in risk
reflecting the gradual return
ofdevelopers to the UK
marketand a more favourable
property investment market
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Movement vs prior year
Lower
Higher
Level
Strategic priorities
Grow and innovate
in the UK
Focus on our strengths
to grow in Germany
Enhance our capabilities to
support long-term growth
See pages 16 to 19
67
Whitbread PLC Annual Report and Accounts 2024/25
Movement vs prior year
Lower
Higher
Level
Strategic priorities
Grow and innovate
in the UK
Focus on our strengths
to grow in Germany
Enhance our capabilities to
support long-term growth
Risk Key mitigations
Germany profitable growth
Uncertain German economic outlook, or failure to achieve a
flexible operating model, may impact our ability to build the
Premier Inn brand, deliver market growth assumptions and deliver
our targeted level of return in a timeframe that satisfies shareholder
and analyst expectations, whilst recognising the significant amount
of capital now invested. Some counterbalance with increased
opportunity to acquire sites due to competitor weakness.
• We are able to use the deep level of skills and experience used to build the
UK business, coupled with our strong development team and new leadership
in country, which is able to perform detailed and ongoing assessments of the
German market and economic fundamentals at both a micro and macro level.
• Focus continues to be on the development of our strong organic and small
M&A growth pipelines to become the number one hotel brand in Germany.
• We reduce capital costs through better buying power and harness efficiencies
and synergies with the UK business.
• A clear commercial plan and operational model driving improved profitability
along with the continued maturity of the estate and brand.
Strategic priorities
Risk appetite
Open
Movement vs prior year
Decrease in risk due to
confidence in profitability
andreturns within expected
timeframe
Health and safety
Death or serious injury arising from Company negligence or a
significant failure resulting from food, in particular the risk from
allergens, fire, terrorism or another significant safety failure.
Thiscould be due to a failure in safety standards, supply chain
provenance, responsible sourcing or poor hygiene standards,
ora direct targeted terrorism attack, all of which could lead to
adverse publicity, loss of revenue, brand damage and a sudden
or prolonged downturn in demand in key markets and locations.
• The safety of our guests and employees is of paramount importance. NSF, an
independent company, undertakes unannounced health and safety audits at
sites covering food, fire, and general health and safety requirements. Compliance
with these requirements is incentivised as part of site WINcard measures.
• We have robust fire safety policies, procedures and training for our team
members, and work closely with independent fire safety consultants regarding
fire safety in our hotels.
• We have stringent food safety and sourcing policies with robust traceability
and testing requirements, including the independent audit of key suppliers
in our supply chain. We invest considerable resources into employee training
along with allergen information, which is made easily accessible both online
and at sites.
• Regular health and safety updates are provided to the Risk Working Group,
Executive Committee and Board.
• We invest in ongoing site level training to help identify hostile reconnaissance
activities and to ensure we have an appropriate response should such events
take place. The executive team also holds crisis management exercises to
ensure we are prepared for such events.
Strategic priorities
Risk appetite
Cautious
Movement vs prior year
Increase in risk recognising the
impact of ongoing operational
changes
See pages 16 to 19
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
68 STRATEGIC REPORT
Risk Key mitigations
Talent attraction and retention
Recruitment and retention remain a challenge due to the
structural shifts in the labour market, with occasional shortage
inkey roles such as chefs and cost-of-living pressures
disproportionally affecting the hospitality sector.
Whilst market conditions are relatively stable, recent planned
leadership and management changes can create uncertainty,
knowledge attrition and operational disruption, particularly
during significant transitions.
Substantial organisational changes driven by strategic business
programmes could also impact job security perception, affecting
team engagement, external employer sentiment and Whitbread’s
ability to attract top diverse talent. These factors may result in
cost inflation and potential business disruption.
• The success of our business would not be possible without the passion and
commitment of our teams. Team engagement is fundamental. We monitor
this closely through our annual engagement survey and invest in ongoing
development, wellbeing and engagement, along with driving our diversity
andinclusion strategy.
• We have a dedicated Direct Hire Resourcing team, and in addition to
optimising our model, we continue to enhance our employer brand presence
with a particular focus on youth.
• Team retention is a key component of our WINcard and Annual Incentive
Scheme, with long-term incentive schemes in place for senior team members.
• We have focused reviews of remuneration in key areas each year and
regularlybenchmark our reward packages against the market to ensure
theseremain attractive.
Strategic priorities
Risk appetite
Balanced
Movement vs prior year
Third-party arrangements and supply chain
rigour
Whitbread has several key supplier relationships that help ensure
the efficient delivery of our multi-site and Support Centre
operations, including IT, food and beverage, distribution, and
laundry services. Withdrawal of services by one or more of these
suppliers, provision of services below acceptable standards, lack
of or failure of information security controls or reputational
damage as a result of unethical supplier practices could cause
significant business interruption.
• We continually review our preferred supplier partnerships and business
continuity arrangements. Business continuity plans are in place for critical
suppliers, whilst enhanced supplier performance monitoring allows proactive
action when required.
• We expect our suppliers’ practices to be in line with our values and standards.
Suppliers are thoroughly vetted before we enter into any arrangements
to ensure they are reputable and then monitored through our supplier
management arrangements.
• We have evolved our international sourcing strategy by exploring additional
capacity in China, while also focusing on local suppliers and utilising stock
holding capacity in our German warehousing facility.
Strategic priorities
Risk appetite
Balanced
Movement vs prior year
Increased risk from supplier
failure due to robustness of
information security controls
across third parties and their
dependencies along with
continued geopolitical disruptions
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Movement vs prior year
Lower
Higher
Level
Strategic priorities
Grow and innovate
in the UK
Focus on our strengths
to grow in Germany
Enhance our capabilities to
support long-term growth
See pages 16 to 19
69
Whitbread PLC Annual Report and Accounts 2024/25
Movement vs prior year
Lower
Higher
Level
Strategic priorities
Grow and innovate
in the UK
Focus on our strengths
to grow in Germany
Enhance our capabilities to
support long-term growth
Risk Key mitigations
Environmental, social and governance (ESG)
As a business we have an impact on and can be impacted by a
wide variety of environmental issues. A changing regulatory
landscape and high costs related to decarbonisation may mean
we are unable to meet our publicly stated carbon targets which
potentially could result in an increase to our costs through
carbon taxation and/or reputational damage.
More regular extreme weather events impacting our hotels,
causing water shortages, affecting natural resources or
disrupting our supply chain, may materially affect our ability
tooperate or increase costs.
Socially unacceptable practices such as unethical sourcing
issues, e.g. modern slavery or poor working conditions, could
damage our reputation and reduce customer, supplier and/or
investor confidence.
In addition, the volume of ESG legislation, including reporting
requirements to comply with the Corporate Sustainability
Reporting Directive and the Task Force on Climate-related
Financial Disclosures, could result in increased cost or complexity
to deliver or increased potential to incur fines or penalties
fromnon-compliance.
• Our Force for Good programme and structured sustainability governance
forums drive our ESG agenda. We set targets and strategies around emissions,
food procurement and waste, carbon and water reduction, and diversity and
inclusion ensuring our accountability for positive change.
• Our TCFD response helps us to identify and assess key risks, opportunities
andimpacts of climate change to the business.
• We champion inclusivity and improving diversity across the organisation with
our inclusion networks raising awareness, providing education and influencing
policy within the business, to ensure our teams feel supported and engaged.
• We perform regular ethical supplier audits combined with our responsible
sourcing policies and initiatives ensuring ethical end-to-end buying.
• We revise our public Net Zero Transition Plan at least every three years
as per best practice guidance. Internally, we regularly review progress,
implementation and our trajectory towards our near-term and long-term
targets, drawing on our internal expertise, supported by external guidance
andextensive modelling across all three scope areas.
Strategic priorities
Risk appetite
Balanced
Movement vs prior year
Increase in risk due to
increasing volume of
regulations and timeframes
tocomply or meet targets
See pages 16 to 19
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
70 STRATEGIC REPORT
VIABILITY STATEMENT
The UK Corporate Governance Code 2018
requires that the directors have considered
the viability of the Group over an appropriate
period of time selected by them.
The Board acknowledges that, despite the
performance of the business, there are a
number of factors that continue to cause
uncertainty to the Group’s business
planning, namely; potential fluctuations
inthe global economy and the impact
oncompetitor and customer behaviour.
Assessment period: three years
The directors, in making the assessment
that three years is appropriate, considered
the current financial and operational
position of the Group, the Group’s business
planning cycle and the period over which
the directors have carried out a robust
assessment of the principal risks and
uncertainties facing theGroup as outlined
on pages 64 to 69 ofthe Annual Report.
Longer-term prospects
The strategy in action and business model
sections in the strategic report describe how
the Board has positioned theGroup to take
advantage of the growth opportunities in the
markets in which the business operates and
how the Company is positioned to create
value for shareholders, over the longer term,
taking account of therisks described in this
section of the Annual Report.
Business plan
(downsideassumption)
The Group’s business plan is
sensitised to include downside
assumptions to show the expected
impact of the current uncertain
economic outlook. The directors
consider as part of the planning
cycle process; cash, profit and
headroom to the Group’s external
leverage targets.
+ individual principalrisks
This stage of the assessment also
includes consideration of the
potential impact of climate change
and associated regulation across
theviability statement period as well
asother principal risks occurring
asindividual events, specifically:
uncertain economic impact, cyber
and data security, strategic business
change and interdependencies.
+ combined principalrisks
This stage of the assessment considers
the impact if a combination of the
principal risks (noted before) were
tooccur together across the viability
statement period.
The directors believe it is reasonable toexpect that
the Group would have access to further financing
and/or the ability to agree covenant amendments,
assuming debt levels are maintained at an acceptable
ratio to the Group’s EBITDA.
Based upon this assessment, the directors confirm that they have reasonable expectation that the Group will
beable to continue in operation and meet its liabilities as they fall due over the three-year assessment period.
Mitigating actions
As noted within the assessment of
viability, management would consider
mitigating actions such as making use
of its strong balance sheet to raise
funding, implementing a remeasured
property expansion plan, and
establishing a stricter control
framework for spending.
The combination of compelling structural
opportunities and the advantages of our unique
operating model should enable the business to
outperform in the UK as well as take market share
andcapitalise on the material growth opportunity
inGermany. The strong fundamentals outlined above,
combined with the appropriate capital structure,
should continue to drive long-term value.
Assessment of viability
Assessment of prospects
Long-term viability statement
Outcome
This shows the Group has sufficient
headroom within its existing facilities
and planned activities to continue
tooperate over the period of the
viability statement, operating within
its existing facilities.
Outcome
The impact on the Group’s financial
position and the viability statement
would not result in a requirement
forfurther facilities; however, the
Group may look to implement
mitigating actions or make use
ofitsrevolving credit facility to
maintain growth plans.
Outcome
The impact on the Group’s financial
position and the viability statement
would result in greater use of its
committed facilities, but does anticipate
the need to secure additional facilities.
As above, the Group may look to
implement mitigating actions or make
use of its revolving credit facility to
maintain growth plans.
71
Whitbread PLC Annual Report and Accounts 2024/25
NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT
As the UK’s largest hotel company, we have a responsibility
to focus and lead on our most important people, social and
environmental issues, which is why one of our Force for Good
commitments is to ensure we always do business in the right way.
We aim to comply with the new non-financial reporting requirements contained in sections
414CA and 414CB of the Companies Act 2006. The below table, and the information it
refers to, is intended to help stakeholders understand our position on these key non-financial
matters. Our due diligence process is that each policy and standard is reviewed annually by
the responsible party and updated accordingly to ensure it reflects up-to-date and accurate
information. Further information on the various policies mentioned below and throughout
the report can be found on our website at www.whitbread.co.uk/governance/reports-policies.
More details on our Customer Privacy Policy is available on the Premier Inn website and the
websites of our restaurant brands.
Reporting requirement Policies and standards which govern our approach See for additional information
Anti-corruption
and anti-bribery
• Anti-bribery policy
• Code of conduct
• Corporate governance, page 97
Employees
• Gender and ethnicity pay gap report
• Health and safety policy – statement
of intent
• Speaking out policy
• Diversity and inclusion report
• Board leadership and Company purpose,
page 96
• Force for Good, pages 58 to 61
• Section 172 statement on page 44
Corporate
social
responsibility
Sustainability reporting
• 2023/24 Environmental, social and
governance report
• TCFD reporting
• Climate-related Financial Disclosure (CFD)
• SASB reporting
Environmental Policies
• Premier Inn environment policy
• Restaurants environment policy
• Responsible sourcing – timber policy
• Whitbread responsible sourcing –
packing policy
• Whitbread responsible sourcing
policy 2024
Responsible Sourcing Policy
• Responsible sourcing – soy policy
• Responsible sourcing – cotton policy
• Responsible sourcing – cocoa policy
• Responsible sourcing – sugar policy
• Responsible sourcing – palm oil policy
Animal welfare
• Animal welfare policy
• Animal welfare KPIs
• Force for Good, pages 58 to 61
• Read the full reports on our website,
www.whitbread.co.uk
Human rights
• Human rights policy
• Workplace adjustment policy
• Diversity and inclusion policy
• Human trafficking positioning
statement
• Modern slavery statement
• Whitbread PLC Board
diversity policy 2024
• Force for Good, pages 58 to 61
Privacy
• Customer privacy policy
Social matters
• Gender pay gap report
• Responsible sourcing policy
• Diversity and inclusion statement • Force for Good, pages 58 to 61
• Diversity and inclusion commitments,
page54
Description of principal risks and impact on business activity
• Principal risks and uncertainties, pages 64 to 69
Description of the business model
• Business model, pages 4 and 5
Non-financial performance indicators
• Our strategic framework, pages 17 and 19
Diversity and
inclusion
As part of our Diversity and inclusion commitments, we are undertaking regular reviews of our policies across Whitbread to ensure they are inclusive, particularly
of under-represented groups. For further information, see page 54.
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
72 STRATEGIC REPORT
CLIMATE-RELATED FINANCIAL DISCLOSURES
to a changing climate
As climate change becomes
increasingly evident in our daily
lives and its effects are visible
worldwide, our sustainability
programme is focused on
reducing our environmental
impact and in parallel enhancing
our business resilience by
identifying and managing key
risks, issues and opportunities.
The following pages provide an overview of our
climate-related risks and opportunities, and contain
ourresponses to the 11 TCFD disclosures, as well as the
Companies Act 2006 requirements (s414CA and CB).
RespondingResponding
73
Whitbread PLC Annual Report and Accounts 2024/25
Disclosure Where we cover this disclosure Pages
Alignment with
CFD or Companies
Act requirements
Governance: Disclose the organisation’s governance around climate-related risks and opportunities.
Describe the Board’s oversight of
climate-related risks and opportunities.
The ‘embedding climate change into our governance structure’ section describes the Board’s
oversight of climate-related issues, including the frequency by which the Board and other
forums meet to discuss these issues, and how it considers, implements and monitors progress
against goals and targets.
See pages 85
(a)
Describe management’s rolein
assessing and managing climate-related
risks and opportunities.
The ‘embedding climate change into our governance structure’ and ‘risk management’
sections describe management’s role in the assessment and management of climate-related
issues, including: assignment of climate-related responsibilities; the associated organisational
structure(s); processes by which management is informed about climate-related issues; and
how management monitors climate-related issues.
See pages 85 and 88
Strategy: Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy, and financial planning
where such information is material.
Describe the climate-related risks
andopportunities the organisation
hasidentified over the short, medium
and long term.
The ‘principal climate-related risks and opportunities’ section sets out what we consider to be
the relevant short, medium and long-term risks and opportunities, together with a description
of the specific climate-related issues potentially arising and their associated potential financial
impacts on our business. The processes used to determine which risks and opportunities
could have a material financial impact on our business are set out in the ‘our approach to
climate risk’ section.
See pages 78–83
and75–77
(d), (e), (f)
Describe the impact of climate-related
risks and opportunities on the
organisation’s businesses, strategy
andfinancial planning.
Within the ‘testing the resilience of our strategies’ section, we describe how climate-related
issues serve as an input to our financial planning process. Within the ‘our approach to climate
risk’ section, we describe the time period(s) used and how these risks and opportunities are
prioritised. Climate-related scenarios were used to inform the strategy and financial planning
which have also been described in this section.
See pages 84
and75–77
Describe the resilience of the
organisation’s strategy, taking
intoconsideration different
climate-related scenarios,
includinga2°C orlower scenario.
Within the ‘testing the resilience of our strategies’ section, we describe how climate-related
issues serve as an input to our financial planning process. Within the ‘our approach to climate
risk’ section, we describe the time period(s) used and how these risks and opportunities
areprioritised.
See pages 84
and75–77
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
74 STRATEGIC REPORT
CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED
Disclosure Where we cover this disclosure Pages
Alignment with
CFD or Companies
Act requirements
Risk management: Disclose how the organisation identifies, assesses and manages
climate-related risks.
Describe the organisation’s
processes for identifying
and assessing
climate-related risks.
In the section on ‘risk management’, we describe
our processes for identifying and assessing
climate-related risks, including how we determine
the relative significance of climate-related risks.
See
page
88
(b), (c), (d)
Describe the organisation’s
process for managing
climate-related risks.
In the ‘risk management’ section, we describe
our processes for managing climate-related
risks, including how we make decisions to
mitigate, transfer, accept or control those risks.
See
page
88
Describe how processes for
identifying, assessing and
managing climate-related
risks are integrated into
theorganisation’s overall
risk management.
In the ‘risk management’ section, we set out
how our processes for identifying, assessing and
managing climate-related risks are integrated
into our overall risk management.
See
page
88
Metrics and targets: Disclose the metrics and targets used to assess and manage relevant
climate-related risks and opportunities where such information is material.
Disclose the metrics
usedbythe organisation to
assess climate-related risks
and opportunities in line
with its strategy and risk
management process.
Within the ‘principal climate-related risks and
opportunities’ section we disclose the metrics
relevant to each of the four thematic areas. The
progress against these metrics can be found in
the ‘sustainability’ section of this Annual Report.
See
pages
78–83
(g), (h)
Disclose Scope 1, Scope 2,
and, if appropriate, Scope 3
greenhouse gas (GHG)
emissions, and the
relatedrisks.
Within the section on ‘principal climate-related
risks and opportunities’ we describe how our
decarbonisation poses both risks and
opportunities, and disclose the potential impact
on the business. Within the ‘sustainability’
section of this Annual Report, we update on
progress this year against our Scope 1, Scope 2
and Scope 3 GHG emissions.
See
pages
78–83
and 59
Describe the targets used by
the organisation to manage
climate-related risks and
opportunities, and
performance against targets.
Within, the ‘principal climate-related risks and
opportunities’ section, we describe our key
climate-related targets, in line with anticipated
regulatory requirements, market constraints
and/or other goals.
See
pages
78–83
Whitbread PLC has complied with the requirements of LR 9.8.6(8)R
by including climate-related financial disclosures consistent with
the TCFD recommendations and recommended disclosures. We
disclose the work we have undertaken to analyse the relevant
climate scenarios against each risk with the data available to us,
including the financial quantification of the potential impacts of
climate change under different climate scenarios. This is with the
exception of one thematic area, relating to customer demand,
where we have found that much of the data we rely on contains a
wide range of assumptions and consequent uncertainties. While we
continue to evolve our approach to the quantification of these risks,
we look forward to the development of market regulatory frameworks
that will establish more comprehensive datasets that, alongside
improvements in our own data and understanding, will help
improve our assessment of the resilience of our business under
each climate scenario.
The climate-related financial disclosures made by Whitbread PLC
comply with the requirements of the Companies Act 2006 as
amended by the Companies (Strategic Report) (Climate-related
Financial Disclosure) Regulations 2022.
Basis ofpreparation
This report and the information contained within it are prepared
onthe following basis:
This Annual Report contains, in addition to financial information,
non-financial information (NFI), including environmental, social
andgovernance-related metrics, statements, goals, commitments
and opinions. NFI can be found throughout the report but mostly
inthe Force for Good section. NFI is prepared following various
external and internal frameworks, reporting guidelines and
measurement, collection and verification methods and practices,
which are materially different from those applicable to financial
information and are in many cases emerging and evolving. NFI is
based on various materiality thresholds, estimates, assumptions,
judgements, and underlying data derived internally and from third
parties. NFI is thus subject to significant measurement uncertainties,
may not be comparable to NFI of other companies or over time
oracross periods and its inclusion is not meant to imply that the
information is for any particular purpose or that it is material to
usunder mandatory reporting standards. NFI is for informational
purposes only, without any liability being accepted in connection
with it except where such liability cannot be limited under
overriding provisions of applicable law.
Responding to a changing climate continued
75
Whitbread PLC Annual Report and Accounts 2024/25
Our approach to climate risk
Why climate change matters
toWhitbread
While the transition to a lower-carbon
economy can present risks, it can also
create opportunities for those organisations
that focus on climate change mitigation and
adaptation solutions. Our approach to
responsible business, integrating sustainability
throughout our business strategy and ensuring
that this is embedded across all functions
and teams, not only helps to minimise our
impacts on the world’s climate but also
reduces our vulnerability to climate-related
risks. We have stretching SBTi-validated
targets, including Forest, Land and Agriculture
(FLAG) emissions targets currently under
validation. We also have our published Net
Zero Transition Plan with its ambitious
commitments to build all future hotels without
gas connections, and our programme to
replace gas boilers in existing hotels with
solutions powered by renewable energy,
prioritising sites with ageing boilers or
running on liquid petroleum gas (LPG) due
to its higher emissions and cost. This puts
Whitbread in a strong position to minimise
the impacts of climate change and take
advantage of the opportunities available.
Timeframes
Whitbread’s standard risk
management framework requires that
appropriate timeframes are applied,
although the overarching guidance is
to consider risks in the context of the
Five-Year business plan (see pages
14–15). Given that climate-related risks
are likely to materialise over a longer
period, Whitbread has considered risk
review timelines alongside strategy
review timelines and has categorised
short, medium and long term to mean
the following timeframes:
Short:
0–1
years (aligned to our
budgetcycle)
Medium:
1–5
years (aligned to our
Five-Year Plan)
Long:
5–15
years (aligned to our 2040
Scope 1 and 2 reduction targets)
Transition risks:
• Policy, regulatory and legal changes.
• Technology shifts.
• Changing market demand.
Typically managed by:
• Sustainability team monitors
legislative landscape and
emerging trends and advises the
Executive Committee and Board.
• Proposition, Brand and Property
teams manage our response.
• Supply Chain, Operations and
other departments implement
requisite changes.
Physical risks:
• Acute: event driven, e.g.
extremeweather or flood risk.
• Chronic: longer-term shifts in
climate patterns, e.g. sustained
higher temperatures.
Typically managed by:
• Safety and Security team and
Repairs and Maintenance team
manage this with support from
Operations.
• Network Planning and Property
and Construction team future
proof our estate.
• Supply Chain and Procurement
manage the impact onglobal
supply chains.
We classify climate risks into two types:
This year, we are delighted that for the first time we are able to publish the results of
thefinancial quantification of these risks and opportunities. Given the tight interlinkages
between many risks and opportunities, associated risks and opportunities have been
considered together for quantification, allowing us to present a quantified result for
eachclimate-related thematic area.
Having followed a specific approach for climate risk over the previous three reporting
cycles, we feel that our understanding of climate risk is now sufficiently mature and, as
such, our approach to risk identification and management is fully embedded within our
Company risk management framework.
See page 63 for more details on how we manage risks
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CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED
How we assess the future
potential impacts of
climatechange
Given the uncertain nature of climate
change and the potential warming
trajectories, which are highly dependent
onthe global community’s actions over
thecoming years, scenario analysis is a
critical tool to understand how climate
change could affect our business. It is
keyto ensuring our disclosures are as
comprehensive as possible and supports
financial planning under different climate
futures. This assessment allows us to derive
a probability-based projection of the position
that Whitbread would be in at or around
2050, or, where related to transition risks,
along the way to 2050 where costs are incurred.
We analysed each identified risk using
threereference scenarios: 1.5
o
C, 2
o
C and
4
o
Cincrease by 2100. These scenarios were
selected in line with the TCFD guidance to
include a range of scenarios, including at
least one that results in 2
o
C or less of
warming. The different scenarios present
avariety of exposure levels to physical and
transition risks over different timescales
with sufficient granularity to effectively
stress test strategy. They are also aligned
tothe reference scenarios used by the Bank
of England in its analysis of the resilience
ofthe financial system and are applicable
inabusiness context, presenting a plausible
range of possible trajectories.
Our approach to climate risk continued
Overview
Urgent global policy response
delivering net zero emissions by
2050 and in line with Paris
Agreement ambition.
Assumptions
Rapid shifts in energy generation,
consumer behaviours and
technological innovation.
Impact
Physical risk increases are limited
but transition risks are high.
Overview
Implementation of stated climate
policies and commitments without
further action beyond this.
Assumptions
Global and national institutions
work towards but makeslow
progress in achieving UN
Sustainable Development Goals.
Impact
Medium levels of physical and
transition risks in the short term, with
increasing physical risks over time.
Overview
No further global policy action is
taken on climate change, and even
current obligations are not met.
Assumptions
Emissions continue to grow. Severe
and frequent extremeweather.
Impact
Physical risks grow significantly
over time, buttransition risks
arelow.
Scenario A:
1.5°C by 2100
Scenario B:
2°C by 2100
Scenario C:
4°C by 2100
Climate scenario parameters
This year, we used outputs from an Integrated
Assessment Model (IAM) scenario analysis
tool to underpin our quantification, which
comprises a Computable General Equilibrium
(CGE) model, an energy transition model,
and an earth systems model. The IAM develops
scenarios based on constraining emissions
associated with different economic activities
to align with different temperature pathways,
which could result in sector and region-specific
macroeconomic shifts (e.g. changes in
output, costs, capital and labour). The IAM
incorporates a variety of robust, academic
sources, including the Global Trade Analysis
Project, and provides global coverage.
Forphysical risks, we have applied the
Representative Concentration Pathway
(RCP; referring to projected future greenhouse
gas concentrations) 2.6 for Scenarios A and
B and RCP 8.5 for Scenario C.
The modelling assumes that transitioning
toa lower-carbon economy will require
significant changes to the global economy,
and economic activity will change over time
in different sectors and geographies as
policy and legal developments, technological
developments, and market and reputational
developments take place. The analysis
allows for consideration of the potential
size, shape and scope of transition risks and
opportunities that may occur as a result,
including, for example, changes to market
performance leading to demand shifts,
driving revenue change; changing commodity
costs due to supply and demand shifts; and
increasing carbon taxation, representing
government action to disincentivise
emissions-intensive activities.
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Whitbread PLC Annual Report and Accounts 2024/25
The Group’s modelling is based on the
current estate size and future growth
targets taking into account expected
economic growth. The annual financial
impact of the risks and opportunities is
discounted to present value using the
Group’s weighted average cost of capital
toarrive at an annualised discounted
cashflow impact.
We have used each scenario to understand
how our principal risks and opportunities
present under the different parameters.
Aspart of this process, we have assessed
strategies which may be affected by
climate-related risks and opportunities,
howthose strategies may change as a
result, and associated impacts on
financialperformance.
The Group has hotel operations within
theUK, Ireland and Germany, and the
threecountries are considered to have
similar riskprofiles regarding the relevant
(environmental) legislative and geographical
make-up of these markets. Therefore, the
differences are neither material nor relevant
when assessing climate-related risks and
opportunities at anoverall business level
and, equally, we do not believe that
climate-related risks and opportunities
canor should be broken down by regions
within each country.
The Group also has franchised operations
inthe Middle East, but due to the very small
size of the business in the region, and as
Whitbread holds a minority stake, we have
deemed it not relevant to include what
would be very different risk profiles within
this report, and have focused on our wholly
owned operations only. The Group only
operates branded restaurants in the UK.
Noting the nature of our hotel and
restaurant operations, similar risks exist
across both and where there are specific
significant risks faced by one of those
sectors compared to the other, these are
limited and identified in the following
riskassessment.
hub by Premier Inn Clerkenwell
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CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED
Principal climate-related
risksand opportunities
This section presents the
principal climate-related
risks and opportunities
identified this year,
grouped by thematic
area to demonstrate
the tight interlinkages
between risks and
opportunities; a risk
may pose a potential
cost to the business,
but may then be
reduced by capitalising
on a corresponding
opportunity.
The high-level review of risks and
opportunities this year resulted in five
risksand two opportunities being removed
since last year. Those removed include:
Risks:
• customer dissatisfaction due to hotrooms;
• sea level rise;
• rising temperatures causing health
andsafety issues for workers;
• water supply disruption; and
• wildfires.
Opportunities:
• innovation and technological
opportunities; and
• EV charging.
All the above were removed due to senior
risk owners not considering these as truly
material to the business, due to limited
impact on a limited number of sites at any
one time, and current mitigants in place.
We then added two new risks and
oneopportunity:
Risks:
• tax on carbon; and
• reliance on third parties, local government,
and broader infrastructure.
Opportunity:
• less carbon-intensive sectors may see
relatively small increases in typical costs
compared tocarbon-intensive sectors.
All these were identified through peer
benchmarking as risks that were present in
many companies’ reports, and risk owners
considered they each had the potential to
have a material impact on the business.
hub by Premier Inn Clerkenwell
79
Whitbread PLC Annual Report and Accounts 2024/25
Table of climate-related thematic areas
Customer demand
Description and context Opportunities Metrics and targets
Description
Climate change impacts consumer preferences
because it raises environmental awareness,
prompting individuals to seek products and
services that minimise their ecological footprint.
As people become more conscious of their
climate impact, they prioritise businesses that
demonstrate sustainability and responsibility,
influencing their purchasing decisions across
various industries, including hospitality.
Context
As awareness of environmental issues grows,
customer demand for sustainable and eco-friendly
hospitality offerings may affect demand for
traditional offerings.
• The transition to a low-carbon economy is likely
to benefit the services sector, as sectors that
are generally less carbon intensive (such as
the services sector) could see an opportunity
resulting from the transition. This is due to
relatively small increases in typical costs
compared to carbon-intensive sectors. In
addition, over time, as costs associated with
emissions-intensive activity increase, this could
cause a shift in global activity towards the UK
and other decarbonised economies.
• There may also be an increase in non-business
customers who are choosing to holiday locally,
either because of climate concerns or because
of increased costs associated with overseas travel.
• As more businesses require more from their
providers in order to meet their sustainability
targets, being seen as a leader in sustainability
will help attract customers.
Metrics under development
We will explore developing new indicators, relating to changing consumer
preferences for both leisure and business guests, and in both our hotels and
restaurants, if these prove useful in monitoring our exposure to climate risk
andthesuccess of our mitigating activity.
An update on our activity and decarbonisation
in these areas can be found in our ESG Report.
Risks Mitigation Quantification
• Less consumer business travel/in-person
conferences due to desire by businesses
toreduce carbon emissions associated
withtravel.
• Climate awareness leads to customers
choosing more sustainable options for
foodand accommodation.
• Dynamic pricing strategy in place to respond
to changes in customer demand.
• Evolving our F&B product range to remain at
the forefront of emerging customer behaviours
and demands.
• As our emissions will be accounted for within
business customers’ Scope 3 footprint, our
decarbonisation programme will help ensure
we are a priority choice for customers with
stretching Scope 3 targets.
• Our Force for Good programme and its
communication to customers.
Whilst initial modelling shows that the sector and regions in which Whitbread
operates are likely to benefit from the transition to a low-carbon economy, there
isa high level of assumption and judgement used within these calculations and
therefore the disclosure of a more precise quantification would not provide
additional information.
Our initial modelling is demonstrating that the hotel sector in the markets in which
we operate may see an opportunity resulting from the transition. This is due to
relatively small increases in typical costs compared to carbon-intensive sectors.
Assumptions
As above, the 1.5°C and 2°C scenarios we have used for our analysis assume that transitioning to a lower-carbon economy will require significant changes to the global economy, and
economic activity will change over time in different sectors and geographies. The modelling makes evidenced assumptions regarding how emissions may be reduced through different
sectors in the economy, based on external data sources and assumed policy/technology instruments. The 1.5°C scenario assumes a fast adoption and a significant reduction in demand
for less sustainable, carbon-intensive products and services. As a result, in the medium and longer-term timeframes, we assume consumers will increasingly move away from
non-sustainable products.
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80 STRATEGIC REPORT
Table of climate-related thematic areas continued
Policy, taxation and compliance
Description and context Metrics and targets
Description
Climate change will prompt governments to enact policies aimed at mitigating
itseffects. This can include implementing carbon taxes to reduce greenhouse
gasemissions.
Additionally, governments may choose to offer tax incentives for businesses that
adopt eco-friendly practices or invest in renewable energy. Such policies aim to
incentivise sustainability and combat climate change on a broader scale.
This may lead to increased regulatory and compliance burden.
Context
In the transition to net zero, there will be an array of voluntary and mandatory
regulations, with which the Group may need to comply. The greatest impact is
expected from carbon pricing mechanisms, which are being introduced across
jurisdictions to encourage decarbonisation. In addition, there is a possibility that
suppliers may face increased taxes, which are passed on in the cost of goods supplied.
Food waste
• Reduce food waste by 50% by 2030, from a 2018/19 baseline.
Metric: Tonnes food waste.
GHG emissions
• Net zero by 2050.
• Reduce Scope 1 and 2 by 84.1%/m
2
by 2030 and by 99.6% by 2040, from a 2016/17 baseline.
• Reduce Scope 3 by 58.1%/m
2
by 2030 and by 90% by 2050 from a 2018/19 baseline.
Metric: Scope 1, 2 and 3 carbon emissions (absolute and intensity).
Energy efficiency standards
Metric: Number of hotels receiving BREEAM Excellent
Metric: Number of hotels receiving EPC A
Risks Mitigation Quantification
• Tax on carbon or increased carbon pricing throughout the value chain
increases costs.
• There is a chance of increased assurance and compliance costs.
• We may see increased supply chain costs due to suppliers passing their
increased costs from their own net zero transition down to us.
• The introduction of higher energy efficiency standards may require buildings
to be upgraded in order to be compliant.
• There is a potential reputational impact of failure to meet our public climate
change commitments.
• Switching to low-carbon energy
sources and renewables and
implementing efficiency measures
across the Group’s operations.
• Considering climate implications
when making purchasing decisions.
• Our ability to vary our pricing in
response to cost increases.
• Targets to reduce our own emissions
will minimise exposure to taxation
oncarbon.
The quantification represents the modelled cost of carbon
taxes based on anticipated carbon prices and the Group’s
Net Zero Transition Plan.
Short Medium Long
4°C scenario
2°C scenario
1.5°C scenario
Under all scenarios, there is no impact in the short-term
horizon as it will take time to introduce policy. We expect a
low impact in the medium to long term from the introduction
of a carbon tax, as our Net Zero Transition Plan means that
Scope 1 emissions will be reduced over this period.
Assumptions
The model assumes the 2023/24 emissions mix and markets remain static over the reporting period with emissions growth rate in line with 24/25 target growth rates. A carbon price has
been applied to the Group’s Scope 1 emissions.
The underpinning scenarios make evidenced assumptions regarding how emissions may be reduced through different sectors in the economy, based on external data sources and assumed
policy/technology instruments. In order to facilitate emissions reductions under 1.5°C and 2°C pathways, we assume the introduction of a carbon price. As a result of this carbon price,
there could be an increase in costs associated with fossil fuels, leading to the energy system adapting to lower-emission sources such as renewables and away from fossil fuels.
We assume the cost increases are not passed on to customers through increased prices.
CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED
Principal climate-related risks and opportunities continued
Quantification results key:
Discounted cash flow impact
Not relevant
<£20m 
£20–40m  >£60m 
81
Whitbread PLC Annual Report and Accounts 2024/25
Investment in carbon reduction solutions
Description and context Opportunities Metrics and targets
Description
Climate change necessitates more stringent
building standards to enhance energy efficiency
and resilience. With rising temperatures,
buildings must withstand heatwaves while
minimising energy consumption. This entails
adopting advanced insulation, efficient HVAC
systems, and renewable energy sources.
Context
To align with global climate goals and to achieve
environmental targets, the Group will need to
invest in the identification and implementation
ofefficiency measures, switching to renewable
sources of energy and decarbonising across
theestate.
• Improving the fabric and operational efficiency
of our buildings to mitigate increased
operating costs.
GHG emissions
• Net zero by 2050.
• Reduce Scope 1 and 2 by 84.1%/m
2
by 2030 and by 99.6% by 2040, from a
2016/17 baseline.
• Reduce Scope 3 by 58.1%/m
2
by 2030 and by 90% by 2050 from a 2018/19 baseline.
Metric: Scope 1, 2 and 3 carbon emissions (absolute and intensity).
Metric: Number of low-carbon rooms available.
Metric: Number of hotels with solar panels.
Risks Mitigation Quantification
• Meeting net zero targets and climate-related
legislation requires investment in new technology
and the upgrade of buildings. The replacement
of assets may require the impairment of
existing book values.
• We are reliant on third parties, local
government and broader infrastructure to
meet our targets, e.g. capacity of the grid
to supply the additional energy required
forelectrification.
• Maintaining both short and long-term
investment plans with clear connection
between these plans and our sustainability
targets and commitments.
• Replacing assets at the end of their
life, aligning expenditure with ongoing
maintenance capex cycle.
• Fostering partnerships and relationships
andsupporting our suppliers to help us meet
our objectives.
The quantification represents the gross discounted capex costs of investing
inretrofitting the Group’s estate.
Short Medium Long
4°C scenario
2°C scenario
1.5°C scenario
In all scenarios, there is a significant long-term investment in replacing end of life
assets with more efficient solutions; however, the longer-term impact is offset by
reduced energy spend as a result of increased building efficiency.
Assumptions
The Group will invest in new solutions as existing assets need replacement at all sites to meet its long-term (2040) Scope 1 and 2 emissions reduction target, replacing all gas equipment
in hotels and restaurants with technology which can be powered by renewable electricity, including air-source heat pumps and immersion heaters.
The Group will meet its 2030 SBTi accredited target to reduce emissions.
No further investment, in addition to the Group’s net zero plan, will be required to conform with changes to laws and regulations.
Quantification results key:
Discounted cash flow impact
Not relevant
<£20m 
£20–40m  >£60m 
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CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED
Principal climate-related risks and opportunities continued
Table of climate-related thematic areas continued
Extreme weather events
Description and context Opportunities Metrics and targets
Description
Climate change has increased the frequency of extreme weather events by
altering atmospheric conditions.
Prolonged periods of extreme temperatures may strain heating and cooling
systems, impacting guest comfort and increasing energy costs. Rising sea
levels can threaten coastal hotels with flooding and erosion. Additionally,
water stress may lead to reduced water availability.
Context
There is a risk to both revenue and the supply chain of increased severe
events. Revenue would be impacted through sites being unable to trade or
customers being unable to travel due to extreme heat, flooding, wildfires or
snow/rain. There may be additional damage to sites impacted by these
events. In addition, the availability of products in the supply chain could be
impacted by severe weather affecting product availability and input prices.
• Higher temperatures result in certain
locations becoming more desirable
as leisure destinations, leading to
increased leisure guests from the
UKand abroad.
Water
Target: 20% reduction in water consumption per sleeper by 2030,
from a 2019 baseline.
Metric: Water consumption per sleeper.
Metrics in development
We will explore developing new indicators, relating to the impacts
of extreme weather events (both acute and chronic) on our
buildings and our operations, if these prove useful in monitoring
our exposure to climate risk and the success of our mitigating
activity. An update on our activity and decarbonisation in this
area can be found in our ESG Report.
Risks Mitigation Quantification
• Flooding, storms, droughts, etc. lead to sites being unable to trade either
due to direct disruption or disruption of critical services. The supply
chain may be impacted bynon-availability of goods.
• Severe weather may impact guest visits/stays leading to cancellations.
• An increased use of energy for heating and cooling leads to greater costs
tothebusiness.
• There may be losses from assets located in high flood risk zones.
• Incorporating climate change
factors into design of new sites,
refurbishment programmes and
maintenance capex programmes.
• Adopting resilient building designs
and sustainable practices can
mitigate these risks.
• Ensuring appropriate insurance can
also mitigate the risks posed by
extreme weather.
The quantification represents the expected combined cost of
asset damage and business interruption as a result of extreme
weather events.
Short Medium Long
4°C scenario
2°C scenario
1.5°C scenario
In general, the level of risk to sector assets in both the UK and
Germany is low. Of all hazards considered, only coastal inundation
in the UK could become moderate towards the end ofthe
timeframe provided. The risk is higher in RCP 8.5 than in RCP 2.6.
Assumptions
Due to the geographic spread of the Group’s assets, the impact of extreme weather events has been modelled using country level assumptions in the UK and Germany. The Group
intends to further develop these scenarios based on the specific location of the Group’s estate in future years.
Quantification results key:
Discounted cash flow impact
Not relevant
<£20m 
£20–40m  >£60m 
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Whitbread PLC Annual Report and Accounts 2024/25
Results of the scenario analysis
Overall, we do not believe the impact of
climate change will be material for our
business over the short or medium term.
However, our Net Zero Transition Plan will
require us tomake significant investment in
our estate over the medium and long term.
Over the longer term, impacts are harder to
identify due to the timeframes and nature
of risks, but at this point, we do not believe
the impact of climate change will be
material, atleast over the initial years of this
period. This materiality is not the same as
financial statement materiality as set out
onpage 153.
These risks were considered most
materialonce current mitigating activity
was taken into account; potential further
activities to mitigate the residual risk were
also identified. Each risk was analysed
against the three climate scenarios and the
potential financialimpact of each risk went
through aquantification exercise. These are
presented in thematic groups, allowing
usto represent where the severity of a risk
may be offset by the opportunity offered
through addressing it.
The results of the analysis indicate that the
highest short-term price and cost changes
can be expected under the early, smooth
transition climate scenario in association
with a near-term transition to a low-carbon
global economy.
Although the scenario tracker tool indicates
that, at the global scale, a high-end warming
scenario is currently most probable, increasing
climate policy action is being undertaken
atnational and regional scales, which will
increase the potential for transition risk
occurrence. Climate scenario analysis has
become a valuable component of the TCFD
recommendations and has been used to
better understand the financial implications
of key climate-related physical and transition
risks under a range of climate scenarios.
However, there are several limitations
toscenario analyses. It is impossible to
encapsulate all potential future pathways
with a limited suite of defined scenarios,
and the true pathway may unfold outside
the ranges considered. In addition, at the
time of analysis, not all value drivers
identified for individual risks could be
modelled robustly using existing datasets.
For this reason, we have not disclosed
theresults of the quantification for the
customer demand thematic area. We
remain committed to reviewing and
improving our TCFD-climate scenario
analysis work over time, and updating
itatleast every three years, as per the
CFDrequirements.
Premier Inn Milton Keynes (Willen Lake)
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CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED
Testing the resilience of our strategies
The TCFD disclosure
process continues to
provide us with further
opportunities to test
the resilience of our
strategies to climate
change with extensive
cross-functional
input. It also means
we can continue to
evolve and identify
the potential impact
of climate-related
issues on our financial
performance and
position. We will
continue to monitor
this as part of our
governance structure
to ensure the strategies
remain resilient.
The risk assessment and mitigating
activityalready in place has enabled us to
review the resilience of our strategies and
demonstrated that there is no immediate
concern. Nonetheless, we recognise that as
knowledge and understanding evolve and
the climate situation changes, our exposure
may change and as such we will continue to
review, measure and update our assessment
of these risks.
The business’ structure, with direct, centralised
control of its operations, makes Whitbread
well placed to react rapidly to any emerging
risks or opportunities to ensure the best
possible outcomes.
Whitbread’s in-depth scenario analysis
provides an understanding of the climate
risks and opportunities and how they will
present under the different climate scenarios.
As we have seen, the list of principal risks
has evolved since our first report in 2021/22
to reflect our own improved understanding
of the risks, opportunities and their
interlinkages, changes in scientific knowledge
on climate change and changing geopolitical
context. This demonstrates the responsiveness
of our processes to change and the value
inconducting this exercise annually.
Extensive discussions around current and
future mitigating actions have also improved
our understanding of where we could potentially
build further resilience into our strategies
– even over just a few years, innovation and
technological advancements mean new
options are available to us – and it is important
to ensure we stay abreast of these. A key
example is in our commitment to reduce
reliance on natural gas for hot water, whereby
over recent years more technological
solutions have become available, and more
manufacturers produce viable options. We
are exploring and testing different solutions
as they emerge, and the results will be fed
into our cost model to allow us to better
understand our trajectory towards net zero.
Nonetheless, the results of the scenario
analysis have demonstrated that each of our
strategies is resilient and can therefore be
delivered. Several mitigants have already been
identified, some of which will require a change
in how we execute our strategy as and when
those mitigants need to come into effect.
Where required, strategies have already been
adapted to ensure resilience is maintained.
Our materiality assessment gives us
confidence that we are addressing the
mostmaterial sustainability issues for our
business and this year we have conducted
adouble materiality assessment for our
German business. This creates a framework
for us to recognise both how climate change
could affect our business and how our
operations could impact the environment.
Double materiality is also an important step
in our preparation for reporting against the
International Sustainability Standards Board
(ISSB) and Corporate Sustainability Reporting
Directive (CSRD) over the comingyears.
Low-flow 2 litre per minute tap at Premier Inn Swindon
85
Whitbread PLC Annual Report and Accounts 2024/25
Embedding climate change
into our governance structure
Effective corporate
governance is critical to
executing our strategy
and delivering for all
of our stakeholders.
Our governance
of climate and
sustainability-related
matters reflects our
commitment to strong
leadership and oversight
by senior management
and the Board,
ensuring that there
are strategies in place
which are resilient to
climate-related risks.
The Whitbread PLC Board
Governance of climate and
sustainability-related matters is overseen
bythe Whitbread PLC Board (the Board)
and is embedded throughout the organisation
atmultiple levels, helping to ensure that
responsibility for delivery sits where it
makes the most difference. The Board’s
roleincludes oversight of ESG matters
andensuring that strategies are resilient
toclimate-related risk.
Sustainability, including climate-related
issues, is an important consideration for the
Board when reviewing and guiding strategy,
major plans of action, risk management
policies, annual budgets and business plans,
as well as setting the organisation’s
performance objectives. Sustainability
isincluded in the objectives of senior
management, as outlined in the directors’
remuneration report. This includes KPIs
linked to year-on-year carbon and water
reduction targets.
The Board held seven meetings during 24/25,
during which the Board’s Committees also
met. At three of these meetings the Head of
Sustainability attended to take the Board
through key strategic priorities for Whitbread,
including the strategy behind our transition
to net zero. In addition, at each meeting,
the General Counsel delivers an update
tothe Board, including, where relevant,
progress against goals and targets for
addressing climate-related issues.
Key developments are also highlighted for
discussion at upcoming Board meetings
and presented in reports as required.
For more information on the role of the Board
and its meetings, see pages 90–107
The Audit Committee
Sustainability, including climate-related
issues, is an important part of the Audit
Committee’s risk management process.
In2024/25, the Audit Committee held
fourmeetings, and at three of these the
Committee discussed sustainability-related
regulation and compliance, as well as the
results of the climate risk analysis. ESG
wasincluded in the Group risk management
process and was formally reviewed twice
each year by the Audit Committee as
partof its half-year and full-year reviews.
TheAudit Committee is also responsible
forreviewing and approving this TCFD
disclosure and for reviewing the process
ofassurance over the financial and
non-financial information disclosures
inrespect of ESG.
The Nomination Committee
The Nomination Committee ensures that
thecomposition of the Board reflects the
necessary balance of skills, knowledge and
experience, including those relevant for
ESGmatters. The directors have disclosed
their ESG skills, with climate change, carbon
emissions and ESG regulation being the most
well represented areas of expertise onthe
Board. Experience of managing ESGissues
isone of our Board memberconsiderations.
For more information on the role of the Audit
Committee, see pages 108–113
The Remuneration Committee
The Remuneration Committee ensures that
ESG is adequately reflected within our
reward structures and monitors performance
of senior management against these key
performance indicators (KPIs). ESG has
been part of our incentive programme for
some time and, in 2024/25, ESG measures
formed part of the Chief Executive’s Annual
Incentive Scheme. Thesemeasures include
progress against our carbon and water
reduction target. In the same way, ESG
measures also form part of the Annual
Incentive Scheme for other senior Whitbread
employees, e.g. Executive Committee members.
ESG measures are also incentivised both
through individual objectives and through
the WINcard (Whitbread In Numbers – a
balanced scorecard to measure progress
against key performance targets). The WINcard
applies to all Whitbread employees, thereby
ensuring a focus on specified ESG matters
throughout the Company, and has historically
focused on energy reduction targets. The
WINcard for 2024/25 includes KPIs related
to the Group’s carbon reduction target from
both an operational level and Support
Centre level.
For more information see pages 114–141
STRATEGIC REPORT
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86 STRATEGIC REPORT
CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED
Management oversight andfunctional groups
The Executive Committee
Managing our sustainability, including
climate-related issues, is an important role
performed by the Executive Committee and
includes formulating, implementing and
monitoring strategy (including resilience to
climate-related risks), major plans of action,
risk management policies, annual budgets
and business plans, as well as setting the
organisation’s performance objectives,
monitoring implementation and performance
and overseeing major capital expenditures,
acquisitions and divestitures. During the
past financial year, the Head of Sustainability
presented five sustainability updates to the
Executive Committee. Sustainability is included
in the objectives of senior management, over
which the Board has oversight: for example,
relevant sponsorship or accountabilities
relating to our net zero carbon target.
ClareThomas, General Counsel, is a member
of the Executive Committee and has
responsibility for the Group’s sustainability
programme, Force for Good. Clare joined
Whitbread in June 2023, bringing extensive
ESG experience from previous roles.
The Executive Committee meetings include
a review of climate strategy and progress
against stated targets. This review forms
part of the General Counsel’s report to the
Board on sustainability matters. Each year,
amateriality assessment is completed
across our business when key external
trends affecting our business (including
climate-related risks) are identified.
Theclimate strategy is then revised and
proposed to the Executive Committee,
together with goals and targets. Such
revisions are designed to deliver progress
against the strategy and are accompanied
by the action plans to deliver on these
strategies. This is then reflected in financial
planning. Outside of this annual materiality
cycle, periodic updates are provided to the
Executive Committee and specific issues
discussed, as required, including ensuring
strategies are resilient to climate-related
risks. In 2024/25, updates have included
subjects such as our carbon emissions reduction
progress, our retrofit programme to 2030
and the water use reduction programme.
Sustainability Steering Committee
The Sustainability Steering Committee (SSC)
is a multidisciplinary group responsible for
overseeing the Company’s response to
sustainability risk, opportunity and
communication and providing oversight,
co-ordination and delivery of key programmes
and initiatives against key FFG targets, as
approved by the Executive Committee.
Meeting at least quarterly, the Committee
develops recommendations for our response
to emerging risks, opportunities and legislation
and provides quarterly consolidation of
decisions and actions to be updated and
reported internally. The SSC is chaired by
the General Counsel and includes representation
from Finance, Investor Relations, HR, Operations,
Brand, Property and Procurement, as well
as including five representatives of the
Executive Committee.
Sustainability team
The Sustainability team is led by the Head
of Sustainability, Will Silverwood, and is
responsible for setting the overarching
sustainability strategy, designing the
framework to deliver our ESG programme,
embedding processes across the business
where it can make the most difference and
supporting internal stakeholders to deliver
against these targets. Our sustainability
strategy covers a wide range of issues
anddelivers against stretching targets.
Responsibility for delivery against those
targets is managed day-to-day by the
departments most aligned with the core
impact measures. The team oversees
effortsacross the business to incorporate
sustainability into the Group’s business
practices and recommends environmental
sustainability objectives and strategy to
theExecutive Committee. The team also
oversees the development of our corporate
sustainability disclosures, including this TCFD
disclosure, and monitors climate-related
issues. The Head of Sustainability reports
directly to the General Counsel, forming
part of the governance structure, ensuring
consistency with how we apply our climate
programme across the individual brands
and ensuring accurate and timely monitoring
of climate-related issues. The Head of
Sustainability presents to the Board on
theForce for Good programme bi-annually,
including climate targets and plans, and
meets regularly with the CEO and other
business leaders. The Head of Sustainability
also advises on the development of climate
risk governance, stress testing methodologies
and carbon modelling and leads the
Sustainability Steering Committee.
Find out more in our ESGReport 2024/25
www.whitbread.co.uk/
TCFD Steering Group
This group is chaired by the Chief Financial
Officer with representation across various
functions in the business and meets bi-annually.
It provides oversight and drives implementation
of the TCFD recommendations and wider
climate strategy. The Steering Group works
with subject matter experts across the
organisation to oversee the development
and implementation of mitigating activities
and planning against key risks and opportunities.
Risk Working Group
The Risk Working Group supports the
Executive Committee by reviewing the
methodology for identifying and assessing
both emerging as well as principal risks,
including climate-related risks, and reporting
on the approved position. The General
Counsel and Head of Sustainability are
members of this group.
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Whitbread PLC Annual Report and Accounts 2024/25
Functional delivery of our
sustainability programmes
Responsibility for delivering our sustainability
strategy, which is closely integrated into
wider business strategy, is embedded
across functions within the Group. Our
sustainability targets and requirements
aremanaged and shared through clear
andtimely communications across relevant
business functions as outlined in the table
opposite and through the continuous
involvement of the Sustainability team.
Thisensures that responsibility for delivering
our sustainability strategy rests in those
parts of the organisation which can make
the most impact. All team members are
encouraged to take part in charity fundraising
as a core part of the ‘community’ pillar of
our Force for Good programme. Whitbread
has a ‘Raise and Match’ scheme to bolster
and support site level fundraising, and
customers are also encouraged to donate
through booking platforms and at sites.
HR and Rewards
• Has oversight of the opportunity pillar of the FFG programme including training and
development, wellbeing, diversity and inclusion.
• Ensures sustainability targets are clear and measurable, with appropriate and aligned
incentives as part of reward.
Finance department
• Sets financial targets which reflect the implementation of climate-related initiatives,
including energy efficiency measures.
• Approves and sponsors capital expenditure to help reduce energy consumption.
Procurement team
• Is responsible for energy procurement.
• Implements responsible sourcing policies and strategies including ensuring that material
commodities (including cotton, meat, palm oil and timber) are sourced to internationally
recognised sustainable certification standards.
• Engages with suppliers to address efficiencies and climate change issues (including Scope
3 targets).
• Works closely with the Sustainability team to ensure climate and broader sustainability
requirements in tendering and purchasing are set, monitored and addressed.
Supply Chain team
• Procures and manages logistics.
• Engages with suppliers to address efficiencies and climate change issues (including Scope
3 targets).
• Ensures sustainability requirements in tendering and purchasing are set, monitored and addressed.
Operations team
• Operational delivery of our sustainability initiatives and achievement of our targets will
always depend largely on those operating our sites on the ground, e.g. energy management
and food wastage.
Construction team
• Manages a broad range of construction issues, including sustainability, compliance and
opportunities, both in new builds and refurbishments, including initiatives designed to
increase energy efficiency.
Repairs and Maintenance team
• Keeps our estate in good condition. Sustainability compliance and opportunities are key
elements to ensuring maximum energy efficiency and the team sponsors the capital
expenditure for energy efficiency and water-saving projects.
Internal Audit
• Monitors risk, including climate-related risks, reporting into the Audit Committee.
Network Planning
• Looks at the hotel network plan to ensure we have hotels in the right locations in
consideration of various factors, including climate change impacts such as flood risks.
Food Safety and Integrity
SteeringBoard
• Looks at sustainable menu strategy, which includes climate-related considerations,
aswellas other core elements of food safety and integrity. This also includes our food
waste reduction programme.
STRATEGIC REPORT
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88 STRATEGIC REPORT
CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED
Risk management
The ability to identify,
understand and manage
risk has always been
critical to ensure
effective management
of climate-related
risksin line with our
strategic priorities.
Climate-related risks, along with other
risksassociated with our core sustainability
strategy, are monitored and managed
through the sustainability risk register
aspart of the wider risk management
framework. Risks, corresponding mitigations
and ownership for individual risk management
are all tracked through this framework with
regular interaction between the Head of
Sustainability and Internal Audit. The Board
has ultimate responsibility for risk management
and the risks that we are willing to accept
to achieve our objectives, including risks
related to climate change.
For more about Whitbread’s risk
management framework, see page 62
The Sustainability team considers existing
and emerging climate change regulatory
requirements, using both the team’s and
external advisers’ expertise, through both
internal and external horizon scanning
workshops and regular meetings. Information
on emerging requirements is cascaded
directly to relevant teams through
cross-functional meetings as part of
ourstandard risk management process
toassess impacts on the Group.
For more information on our risk
identification and management process,
seepage 63
With regards to specific climate-related
risks and opportunities, TCFD reports are
reviewed by the Audit Committee. Specific
risks are then discussed with either the
Board or the Audit Committee.
Our Internal Audit team, responsible for
riskmanagement, forms part of the internal
TCFD Steering Group and, as such, is closely
involved in the work undertaken toidentify
and assess exposure to physical and transition
risks over the short, medium and long term.
The TCFD Steering Group forms part of the
annual financial planning and budget process,
ensuring the principal climate-related risks
and opportunities are taken into account.
For more information on how risks are
considered by the Executive Committee and
how they are captured within our financial
planning process, please see page 63
We continue to evolve our approach to
climate-related issues, monitoring scientific
developments around climate change so
wecan adapt our response to ensure
thatour strategy is robust and resilient
ineverchanging environments, and that
sustainability is integrated throughout.
A chef recycling at Premier Inn St Pancras
89
Whitbread PLC Annual Report and Accounts 2024/25
Our metrics and targets
Measuring our
progress towards our
diverse sustainability
programme is key to
ensuring its success.
We have a number of publicly stated
targets which are directly relevant to our
management of climate risk, including our
SBTi-validated emissions reduction targets,
food waste target and water reduction
target (see page 59 and see our ESG
Report) to ensure they are addressing our
most material issues, risks and opportunities.
As well as publicly stated, long-term targets,
we set annual internal targets in order to
build a delivery plan and ensure that progress
against longer-term goals is tracked. These
annual targets are then incorporated into
both individual and Company-wide annual
objectives, which, in turn, are captured
within the Group’s remuneration policies.
We use several climate-related metrics
formeasuring performance against these
targets, which have been reviewed against
Read our ESG Report online
www.whitbread.co.uk
Our full assurance statement
can be found onpages 149–152
the metrics and targets section in the TCFD
all-sector guidance. This year, as last year,
carbon reduction metrics, in line with our net
zero target, were included in our executive
remuneration package as part of the ESG
performance measures, as well as our
Operational Incentive Scheme through our
WINcard system. Progress against targets
and goals is reported annually to the Board
and through the Annual Report and can be
found on page 59. Annual disclosures made
in our ESG Report and Annual Report and
Accounts regarding ourcarbon emissions
enable performance against our emissions
reduction target to bemonitored and reported.
All our targets, programmes of implementation
and progress against them, including assurance
statements, are outlined in our ESG Report.
Our reporting is aligned with the requirements
of the Sustainability Accounting Standards
Board (SASB). Key metrics are independently
assured to the ISAE 3000 standard, in
compliance with
ISQM (UK) 1.
For information on the metrics and
targetsdirectly linked to the identified
climate-related risks and opportunities,
please see the table of principal climate-related
risks and opportunities on pages 78 to 83.
For further information on our sustainability
metrics and targets please see page 59 and
our ESG Report
The strategic report on pages 2 to
89was approved by the Board and
signed on its behalf by Clare Thomas,
General Counsel on 30 April 2025.
AI-enabled food waste detection at Premier Inn Kings Cross
STRATEGIC REPORT
Whitbread PLC Annual Report and Accounts 2024/25
90
governance
ata glance
CorporateCorporate
In this section
90 Corporate governance
ataglance
92 Chairman’s governance report
94 Corporate governance statement
96 Board leadership and company
purpose
98 Division of responsibilities
99 Board of directors
103 Executive Committee
104 Composition, succession
andevaluation
106 Nomination Committee report
108 Audit Committee report
114 Remuneration Committee report
120 Remuneration at a glance
122 Directors’ remuneration policy
130 Annual report on remuneration
142 Directors’ report
148
Directors’ responsibility statement
149 Independent limited
assurancereport
During the year, we were fully
compliant with the provisions of
the2018 UK Corporate Governance
Code (the ‘Code’).
Highlights
2024/25
• Developed a new crisis
management plan
• Asset reunification programme
• Move to chequeless dividend
payments
• Updated the Whitbread Code
ofConduct
• Conducted a comprehensive
external Board evaluation. Read
more on pages 104 and 105
Priorities for
2025/26
• Continue full compliance with
the Code provisions and work to
ensure compliance with the new UK
Corporate Governance Code 2024
• Support and oversight of the
growth of the business both in
theUK and internationally
• Review and act on the
recommendations from the external
Board evaluation. Read more on
page 105
• Progress towards meeting the
board FCA diversity targets
GOVERNANCE
91
Whitbread PLC Annual Report and Accounts 2024/25
Board meeting attendance
Name of director
Number of
meetings
attended
% attendance
at meetings
Adam Crozier 7/7 100%
Chris Kennedy 7/7 100%
Cilla Snowball 7/7 100%
David Atkins (resigned from the Board in June 2024) 3/3 100%
Dominic Paul 7/7 100%
Frank Fiskers 7/7 100%
Fumbi Chima (resigned from the Board in June 2024) 3/3 100%
Hemant Patel 7/7 100%
Horst Baier 7/7 100%
Kal Atwal 7/7 100%
Karen Jones
1
5/7 71%
Richard Gillingwater 7/7 100%
Shelley Roberts 7/7 100%
1 The two meetings Karen Jones couldn’t attend were due to prior commitments before joining Whitbread.
Board tenure
The length of time each of the directors has served on the Board at the date of the report
is shown below.
0 1 2 3 4 5 6 7 8 9 10
Years
Adam Crozier
Chris Kennedy
Cilla Snowball
Dominic Paul
Frank Fiskers
Hemant Patel
Horst Baier
Kal Atwal
Karen Jones
Richard Gillingwater
Shelley Roberts
Board experience
The Board comprises directors with
abroad range of skills and experience.
The chart below provides an overview
of the experience around the Board table.
Board focus areas
The chart below demonstrates the
proportion of the Board’s time spent
in each area.
Gender diversity
The chart below shows the gender
split of the Board.
Ethnic diversity
The chart below shows the ethnic
diversity of the Board.
Consumer/retail 7
Travel and hospitality 7
Digital 6
Corporate transformation 7
Financial 6
International 6
Commercial property 2
ESG 8
Women 4 36%
Men 7 64%
White British or other White
including minority White
(including minority White groups) 9 82%
Minority Ethnic-Asian 2 18%
Continue to grow and innovate in
theUK 23%
Focusing on our strengths to grow
inGermany 11%
Enhancing our capabilities to support
long-term growth 17%
People and pay 10%
Financial strategy and reporting 23%
Governance, sustainability and risk 16%
Please see page 97 for details of key agenda
items that were covered at the Board
meetings during the period.
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
92
Continued focus on
strong governance
CHAIRMAN’S GOVERNANCE REPORT
I am pleased to present
this year’s Board report on
the Company’s compliance
withtheUK Corporate
Governance Code.
Quality decision-making is facilitated by
thequality of Board papers and the diverse
knowledge, skills and experience of the
directors, supported by an open and
transparent culture. Decisions are taken
todeliver the key strategic priorities whilst
always remaining cognisant of the impact
on stakeholders.
At Whitbread we are committed to ensuring
the Company’s actions are in keeping with
our culture, values and strategic goals. This
is achieved by understanding the critical role
that strong corporate governance plays.
Every year, we carry out an internal review
of our compliance with the Code and I am
pleased to report that we have been fully
compliant with the provisions of the Code
this year. In the pages that follow, we have
set out how we have applied the principles
set out in the Code.
At the last annual general meeting in June
2024, both David Atkins and Fumbi Chima
chose not to put themselves up for re-election
and left the Whitbread Board.
As announced earlier in the year, Chris
Kennedy will be stepping down from the
Board and as Chair of the Audit Committee
with effect from the conclusion of the
Company’s 2025 AGM in June.
An external Board evaluation was carried
out during the year by Christopher Saul
Associates; Chris was selected following
adetailed tender process. Chris met with
each of the Board and Executive Committee
members either in person or online to gather
necessary information for his review. Chris
also attended the Board and Committee
meetings in March 2025 as part of his review.
In his report, Chris has concluded that
theBoard is operating effectively and that
the Committees work hard and effectively
and are well integrated into overall
Boardprocesses.
Further details of the findings and the
progress against actions from the previous
Board evaluation are provided on page 104
and 105. As required by the Code, the next
Board evaluation will be an internally
facilitated one.
During the year we updated internal
policies and documents such as the Code
ofConduct and the Board diversity and
inclusion policy to ensure they reflect the
most up-to-date market practice.
The Board as a whole accepts its
responsibility for engaging with various
stakeholders and keeping them in mind
when making decisions for the Company.
You can find information on our stakeholder
engagement on pages 46 to 49.
Looking ahead
The focus for the Board is now on building
on the progress made so far and generating
long-term value for all stakeholders. I look
forward to seeing those of you attending
the annual general meeting in person at
ourhead office in Dunstable.
Adam Crozier
Chairman
30 April 2025
“ The Board’s objective is to generate
lasting value for stakeholders by
maintaining the highest standards
of governance.”
Adam Crozier
Chairman
GOVERNANCE
93
Whitbread PLC Annual Report and Accounts 2024/25
Shareholder engagement programme
Whitbread’s shareholder base is a
mixoflarge investors as well as retail
shareholders. During the last year,
we tooksteps to re-engage with
retailshareholders with whom we
we hadlost touch, improving their
shareholder experience.
Locating missing shareholders ensures accurate
representation in decision-making processes and
promoting fair practices. Tracing lost shareholders
enhances corporate governance by fostering transparency
and accountability. This proactive approach strengthens
investor trust, mitigates potential fraud, and aligns with
regulatory compliance. Effective shareholder tracing
contributes to a robust governance framework, vital
forsustainable corporate success.
For Whitbread, this involved tracing over 15,500
shareholders (49% of the register) with unclaimed
dividends more than 12 months old.
As a result of this tracing activity, we received contact
from 4,951 shareholders. We successfully processed 3,234
claims and the rest are going through various stages of
verification checks.
As part of this initiative, we also offered the option to
shareholders to donate their unclaimed assets to Great
Ormond Street Children’s Hospital Charity.
Number of shareholders submitting a claim
1
4,951
56 shareholders have donated
1
£3,535
to Great Ormond Street Children’s Hospital Charity
Total value claimed by shareholders
1
£826,765
Number of shareholders with unclaimed dividends
15,500
1 As at February 2025
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
94
The UK Corporate Governance Code 2018
The UK Corporate
Governance Code 2018
is the standard against
which we measure
ourselves. It isissued
by the Financial
Reporting Council
(FRC) and is available
to view on its website,
www.frc.org.uk.
Further information on our compliance
with the Code can be found in the table
on the right:
CORPORATE GOVERNANCE STATEMENT
Section 1 – Board leadership and
Companypurpose
On page 91, we have reported on the experience of the
members of the Board and how the discussions at the Board
meetings this year were focused on improving shareholder
value and contributing to wider society. There is detail on the
Board’s engagement with all its stakeholders, including the
Company’s major shareholders. You will also find information
on how the Board lays out its strategy and sets the Company
up for long-term sustainable success.
See page
A Effective and entrepreneurial board to
promote the long-term sustainable
success of the company, generating value
for shareholders and contributing to
wider society
92
B Purpose, values and strategy with
alignment to culture
92
C Resources for the company to meet its
objectives and measure performance.
Controls framework for management and
assessment of risks
97
D Effective engagement with shareholders
and stakeholders
92
E Consistency of workforce policies and
practices to support long-term
sustainable success
96–97
Section 2 – Division of responsibilities
On page 98 we outline the responsibilities of the Chairman;
these are different from the role of the Chief Executive.
Wealso provide details on the matters reserved for the
Boardand thematters that are delegated to the Executive
Committee. On pages 99 to 102, we have introduced the
Board to you andprovide details on the skills and experience
they bring tothe table.
See page
F Leadership of the board by the chair 98
G Board composition and responsibilities 98
H Role of non-executive directors 98
I Company secretary, policies, processes,
information, time and resources
98–107
GOVERNANCE
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Whitbread PLC Annual Report and Accounts 2024/25
Section 4 – Audit, risk and
internalcontrol
Section 5 – Remuneration
Pages 108 to 113 contain a letter from Chris Kennedy,
Chair of the Audit Committee, which met four times
during the year, and provide an introduction to the
composition, roles and responsibilities of the Committee,
together with information on the key topics discussed
during the year. It also covers details on decision-
making in line with the recommendations provided
bythe Financial Reporting Council (FRC).
See page
M Independence and effectiveness
of internal and external audit
functions and integrity of financial
and narrative statements
110–111
N Fair, balanced and understandable
assessment of the company’s
position and prospects
109
O Risk management and internal
control framework and principal
risks the company is willing to
take to achieve its long-term
objectives
110
Section 3 – Composition,
successionand evaluation
You will find details of the composition, roles and
responsibilities and the work of the Nomination
Committee, which met three times during the year,
together with a summary of its activities during the
year on pages 106 and 107.
We have provided a summary of the Board evaluation
carried out this year. We carried out an external
evaluation this year as required by the Code.
See page
J Board appointments and
succession plans for board and
senior management and
promotion of diversity
107
K Skills, experience and knowledge
of board and length of service of
board as a whole
91
L Annual evaluation of board and
directors and demonstration of
whether each director continues
to contribute effectively
104–105
On pages 114 to 141, Frank Fiskers, Chair of the
Remuneration Committee, which met four times
during the year, presents the remuneration report
that sets out in detail the key decisions made by the
Committee during the year and also lays out the new
remuneration policy. The report provides comprehensive
and in-depth disclosures on executive pay and the
linkage to the Company’s strategic goals.
See page
P Remuneration policies and
practices to support strategy and
promote long-term sustainable
success, with executive
remuneration aligned to company
purpose and value
122
Q Procedure for executive
remuneration, director and senior
management remuneration
122–129
R Authorisation of remuneration
outcomes
114–117
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
96
BOARD LEADERSHIP AND COMPANY PURPOSE
Purpose, values and strategy
The Board and the Executive team remain
focused on the strategic objectives of the
Company while also balancing the needs
ofstakeholders and promoting shareholder
value. You can read more about how
stakeholders are considered in the
decision-making process on pages 44 to 49.
The Chairman and the General Counsel met
with key shareholders during the year to
discuss environmental, social and governance
issues as well as business strategy and
performance in the UK and Germany.
Culture
The Board appreciates the rich culture
ofWhitbread and its commitment to
maintaining the highest standards of
honesty, openness and accountability.
TheBoard recently approved the
“Values”that are aligned to the strategy
andpurposeof the organisation.
Speaking Out
The Speaking Out (whistleblowing) service
is available to all team members, employees,
suppliers and third parties allowing them to
raise concerns.
Through this service, reports can be raised
online using the web reporting functionality
or through the telephone hotline in multiple
languages and can also be accessed on
phones by scanning the QR code displayed
on the Company’s intranet or on the posters
across all of our locations. The Audit
Committee approved the new Speaking Out
Policy in April 2025.
Gender of members of the Board and executive management
Board
members
Percentage
of
the Board
Senior Board
positions
(Chair, CEO,
CFO and
SID)
Executive
management
Percentage
of executive
management
Women 4 36% 0 2 22%
Men 7 64% 4 7 78%
Ethnic background of members of the Board and executive management
Board
members
Percentage
of
the Board
Senior Board
positions
(Chair, CEO,
CFO and
SID)
Executive
management
Percentage
of executive
management
White British or other White
(including minority White
groups) 9 82% 3 8 89%
Mixed/multiple ethnic groups 0 0% 0 0 0%
Asian/Asian British 2 18% 1 1 11%
Black/African/Caribbean/
Black British 0 0% 0 0 0%
Other ethnic groups
includingArab 0 0% 0 0 0%
Not specified/prefer not to say 0 0% 0 0 0%
Board diversity
The Board diversity policy was updated in
March 2024 to align with the latest FCA
targets and also business best practice.
The FCA’s diversity targets for UK listed
companies, which are implemented on a
“comply or explain” basis, require that at least
40% of the board be women, and at least one
senior board position (Chair, CEO, SID, or CFO)
be held by a woman. Additionally, at least one
board member must be from a minority ethnic
background. As an organisation we recognise
and are working towards these targets. We are
pleased to have 18% ethnic representation on
our Board, meeting the FCA ethnicity target.
From a gender perspective, 36% of our Board
are female. We are making good progress
towards the FCA’s target with the last three
appointments to the Board being female
directors. In addition, following the conclusion
of the 2025 AGM, when Chris Kennedy will
step down from the Board, 40% of our
Board will be female, in compliance with the
FCA diversity target. On the FCA’s target of
having at least one of the top positions being
held by a woman, we wish to highlight that
our previous Chief Executive was female. As
and when further positions open up on the
Board, we will continue to drive progress in
this areaand will provide further updates in
futurereports.
Gender and ethnicity data collection
The table below sets out the gender and ethnicity of the Board, executive management
andsenior Board positions (CEO, CFO, SID and Chairman) as at 27February 2025. In line
with the
Listing Rules definition, ‘executive managemen
t’ consists ofWhitbread’s Executive
Committee members.
For full details of the Executive Committee please see page103.
The Board diversity data is collected using a questionnaire and given on a self-identification
basis at the point of their onboarding to the Company. The diversity data collated for the
Executive Committee is collected on an anonymous basis directly from each member using
aquestionnaire and given on a self-identification basis.
GOVERNANCE
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Whitbread PLC Annual Report and Accounts 2024/25
Board agenda 2024/25
Standing agenda items
• Chief Executive’s report
• Chief Financial Officer’s report
• Chief People Officer’s report
• General Counsel’s report
• Property and International
Managing Director’s report
• Approval of capital projects
• KPI pack
• Budget review
Q1
• Risk review and appetite
• Board evaluation
• Property disposal
• Accelerating Growth Plan
• Capital projects
• Review of annual accounts ended
29 February 2024
• Reports from Remuneration and
Audit committee
• Food and beverage update
• Health and safety
Q2
• Commercial update
• Accelerating Growth Plan
• Germany update
• Investor relations
• Annual general meeting
Q3
• Forecast and Five-Year Plan
financial update
• Refurbishment programme
• Force for Good
• Germany update
• Employee engagement and insight
• Report from Audit Committee
• Capital projects
• Board strategy day preparation
• Report from the Remuneration
Committee
• Review of half year results
• Post-completion review
• Commercial/trading update
• Cyber security
• Half-year risk review
• Capital projects
• Operational and property strategy
Q4
• Bond issue
• Operational delivery
• People strategy
• Health and safety
• Capital projects
Controls and risk management
The Board is responsible for the Company’s
systems of internal control and risk
management and for reviewing their
effectiveness. These systems are designed
to manage rather than eliminate risk of
failure to achieve business objectives.
Theycan only provide reasonable, and
notabsolute, assurance against material
misstatement or loss.
The Board has established an ongoing
process for identifying, evaluating and
managing the Company’s principal risks.
This process was in place throughout the
financial year and up to the date of this
report. The process is reviewed by the
Board and accords with the internal control
guidance for directors in the Code.
A report of the principal risks, together with
the viability statement, can be found on
pages 64 to 72.
Code of Conduct
In line with our commitment to uphold the
highest standards of integrity and ethical
conduct, we have recently updated our
Code of Conduct. Key enhancements
include an update to our whistleblowing
reporting processes designed to streamline
the process for raising concerns and to
enable users to very clearly identify when
touse the system over other available
reporting tools, whilst always ensuring
absolute confidentiality and protection
forwhistleblowers. We have reinforced our
zero-tolerance stance against all forms of
abuse and discrimination, whether towards
our people, our guests or those that we
work with. These updates reflect our
commitment to ensuring a safe, transparent
and accountable workplace, aligning
withour core values and commitment
todoingbusiness the right way.
Throughupdated mandatory training for all
employees, we seek to ensure our teams
not only understand these changes but
model our values in their daily operations.
Board strategy day
The Board and the Executive Committee
met in London in November 2024 for a
Board strategy day.
The purpose of the Board strategy day is to
present, discuss, evolve and crystallise the
key strategic priorities for the Group.
Information on the Group’s strategic
priorities canbefound on pages 16 to 17.
Each Executive Committee member
presented their part of the plan and all
participants were able to ask questions and
provide feedback.
The presentations broadly covered the
following themes:
• the latest view of the Five-Year Plan;
• financial plan;
• food and beverage transformation plan;
• customer, commercial and operations plan;
• property plan;
• Germany plan;
• enterprise transformation plan;
• technology plan;
• efficiency plan; and
• Force for Good.
GOVERNANCE
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98
DIVISION OF RESPONSIBILITIES
Board responsibilities
The Chairman and the
Chief Executive have
clearly defined roles
which are separate and
distinct. The specific
duties and division of
responsibilities between
the Chairman and the
Chief Executive have
been agreed by the
Board and are set out
below, together with
information on the
roles of the Senior
Independent Director,
the executive Directors,
the non-executive
directors and the
Company Secretary.
The matters reserved for the Board
can be found on our website
www.whitbread.co.uk
Chairman
• Leadership of the Board and setting its
agenda, including approval of the Group’s
strategy, business plans, annual budget
and key areas of business importance
• Maintaining appropriate contact with
major shareholders and ensuring that
Board members understand their views
concerning the Company, especially
ongovernance
• Ensuring a culture of openness and
debate around the Board table
• Leading the annual evaluation of the Board,
the Committees and individual directors
• Ensuring, through the Company Secretary,
that the members of the Board receive
accurate, timely and clear information
Chief Executive
• Optimising the performance of the business
• Day-to-day operation of the business
• Reviewing and proposing strategy
• Ensuring effective communication
withshareholders and employees
• The creation of shareholder value by
delivering profitable growth and a good
return on capital
• Ensuring the Company has a strong
team of high-calibre executives, and
putting in place appropriate management
succession and development plans
• Leading and motivating a large workforce
of people
Senior Independent Director
• The Senior Independent Director provides
a sounding board for the Chairman
and supports him in the delivery of his
objectives. The Senior Independent
Director is available to shareholders if
they have concerns which the normal
channels have failed to resolve, or which
would be inappropriate to raise with
the Chairman or the executive team. He
also leads the annual evaluation of the
Chairman on behalf of the other directors
Executive directors
• The executive directors are responsible
for the day-to-day running of the business
and for implementing the operational and
strategic plans of the Company
Non-executive directors
• The non-executive directors play a
key role in constructively challenging
and scrutinising the performance of
the management of the Company and
helping to develop proposals on strategy
Company Secretary
• Advising the Board on legal matters,
corporate governance and Board procedures
• Arranging and minuting the Board and
Committee meetings
• Providing support to the Chairman,
theChief Executive and the Board
Committee Chairs
• Enabling and supporting communication
between directors and senior management
to the Board and Committees
GOVERNANCE
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Whitbread PLC Annual Report and Accounts 2024/25
BOARD OF DIRECTORS
Adam Crozier
Chairman
Dominic Paul
Chief Executive
Board tenure:
Appointed Chairman March 2018
Adam previously served on Whitbread’s Board as an
independent non-executive director from April 2017
Nationality: British
External appointments:
• BT Group plc (Chairman)
• Kantar Group (Chairman)
Career:
Adam was Chief Executive of ITV plc from 2010 to 2017.
During his time as Chief Executive, ITV was transformed
into a global media player of scale, delivering consistently
good growth and with increasing emphasis on international
content creation and distribution.
Prior to ITV, Adam was Chief Executive of Royal Mail,
wherehe led its modernisation and transformed it from
aheavily loss-making position to profitability.
He has also been CEO of The Football Association and
jointCEO of Saatchi &Saatchi.
Adam has served as Chairman of VueInternational, ASOS,
andStage Entertainment.
Board tenure:
Appointed January 2023
Nationality: British
External appointments:
N/A
Career:
Dominic is an experienced senior executive, with a very
strong operational and commercial record in the travel,
leisure and hospitality sector and has a track record
ofgrowing and transforming brands both in the UK
andinternationally.
Dominic was previously a member of the Whitbread Executive
Committee and Managing Director of Costa Coffee for three
years, before serving as CEO of Domino’s Pizza Group Plc
where he led the business through the COVID-19 pandemic,
delivered a strong period of sales growth and value creation
and aligned all stakeholders behind a growth strategy for
thefuture.
Previously Dominic was Senior Vice President of International
with Royal Caribbean Cruise Line where he led the business
through a period of strong growth. His extensive experience
inthe travel and leisure industry also includes senior roles
at easyJet, British Midland and British Airways.
We believe that it is vital for the Board to include a diverse range of skills,
backgroundsand experience, to enable a broad evaluation of all matters considered
and to contribute to a positive culture of mutual respect and constructive challenge.
The mix of skills and experience represented on the Board is outlined onpage 91.
Key:
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
Committee member
N R
Hemant Patel MBE
Chief Financial Officer
Board tenure:
Appointed March 2022
Nationality: British
External appointments:
• 3i Group PLC (non-executive director)
Career:
Hemant joined Whitbread in 2018 as UK Finance Director,
having previously been Finance Director of Greene King
Pub Co. Healso worked at ASDA-Walmart for 11 years,
carrying out various management roles including
Commercial Finance Director, Director of Own Label
andDirector of Strategy. He also had several finance
rolesover six years at Mars, Inc.
He was Chair of the Royal Armouries Museum and was
awarded an MBE for services to Museums and Heritage in
the2020 Birthday Honours List. He also received the Arts
andBusiness Individual ofthe Year award in 2007 for his
workwith Interplay Theatre.
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
100
BOARD OF DIRECTORS CONTINUED
N R N R N R
Kal Atwal
Independent non-executive director
Board tenure:
Appointed March 2021
Nationality: British
External appointments:
• OSB Group PLC (non-executive director)
• Royal London Group (non-executive director)
• Funky Pigeon Limited (Chair)
Career:
Kal has over 14 years’ executive experience at BGL Group
Limited in various roles, including founding Managing
Director ofcomparethemarket.com. Kal was also Chair of
Simply Cook, a tech-enabled meal kit subscription service,
prior to its sale toNestlé.
Kal began her career at EY in Madrid, after which she held
anumber of operational and strategic roles with Southern
Derbyshire Chamber and Northcliffe Media Ltd.
Kal is an experienced strategic leader with international
experience in start-up, scale-up, fintech anddigital businesses.
Richard Gillingwater
Senior Independent director
Board tenure:
Appointed June 2018
Nationality: British
External appointments:
• Spirax-Sarco Engineering plc (independent non-executive
director and Senior Independent director)
• Wellcome Trust (Chair of the Investment Committee)
Career:
Richard was Chairman of Janus Henderson Group plc from
2017 to the end of 2022, and served as a non-executive
director of Helical PLC and was former Pro-Chancellor
ofthe Open University. Richard also served as Chairman
ofSSE PLC from 2015 to 2021.
Richard is a highly experienced executive and has spent
much of his career in corporate finance and investment
banking with Kleinwort Benson, BZW and Credit Suisse
First Boston, before he moved out of banking and became
Chief Executive of the Shareholder Executive and then
Dean of Bayes Business School.
Karen Jones DBE
Independent non-executive director
Board tenure:
Appointed January 2023
Nationality: British
External appointments:
• Deliveroo plc (Senior Independent non-executive director)
• The Crown Estate (Senior non-executivedirector)
• Underdog Group Limited (Hawksmoor–Chair)
• Imbiba Growth LLP (advisory board member)
• Bricks and Fuel Limited (director)
• National Theatre Enterprises Ltd (Chair)
• Mowgli Street Food (non-executive director)
Career:
Karen is Senior Independent director at Deliveroo plc and
The Crown Estate and the Chair at Hawksmoor. Karen
previously served as Executive Chair at Prezzo and Senior
Independent director at Booker plc.
Karen has a wealth of experience in the restaurant, food
and hospitality sectors having founded Café Rouge and led
the formation of Spirit Group as CEO. Karen also has strong
experience in executive remuneration, having previously
chaired the remuneration committees at ASOS plc and
Booker plc.
Key:
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
Committee member
GOVERNANCE
101
Whitbread PLC Annual Report and Accounts 2024/25
N A N AN AR
Board tenure:
Appointed January 2023
Nationality: British
External appointments:
• Derwent London plc (non-executivedirector)
• University of Birmingham (Deputy Pro Chancellor and
Chair of the remuneration committee)
• Wellcome Trust (Governor)
Career:
Cilla has a wealth of advertising, marketing and digital
experience, being made a Dame in 2017 for her services
toadvertising, diversity and equality.
Cilla started her career in advertising and served as Group
Chief Executive at Abbott Mead Vickers BDDO Ltd from
2006 to 2018, also sitting on the BBDO Worldwide Board,
and Chair of both the Advertising Association and the
Women’s Business Council.
Cilla Snowball DBE
Independent non-executive director
Frank Fiskers
Independent non-executive director
Board tenure:
Appointed February 2019
Nationality: Danish
External appointments:
• Shurgard Self Storage SA (non-executivedirector)
Career:
Frank spent ten years with Scandic Hotels Group and
served twice as President & CEO from 2007 to 2010
andfrom 2013 to 2018. Between September 2010 and
September 2012, he was a non-executive director at the
Group. He has experience in several countries in Europe
andAfrica.
Frank has served as Chairman of Norstedt and
Akademibokhandln. He has also served as a board
memberof the Swedish Hospitality Employers Association,
the Dame Thomas Foundation for YoungPeople, and the
British Hospitality Association.
Horst Baier
Independent non-executive director
Board tenure:
Appointed November 2019
Nationality: German
External appointments:
• Bayer AG (member of supervisory board)
• Ecclesia Holding GmbH (member of the voluntary
supervisory board)
• DIAKOVERE GmbH, Hannover (member of the voluntary
supervisory board)
Career:
Horst was Chief Financial Officer of TUI AG, the London-listed
Anglo-German leisure travel group, for eight years until the
end of September 2018. During his time at TUI AG, Horst
played an important role in TUI’s transformation from a tour
operator to aglobal provider of holidays.
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
102
BOARD OF DIRECTORS CONTINUED
Clare Thomas
General Counsel and Company Secretary
Board tenure:
Appointed June 2023
Nationality: British
External appointments:
N/A
Career:
Clare joined Whitbread as General Counsel and Company
Secretary in June 2023, having previously held a similar
position at Britvic from 2013 to 2023. Prior to this, she was
a corporate/M&A partner at law firm Addleshaw Goddard
LLP, where she had a particular focus on working with
consumer-facing businesses in retail, consumer brands,
leisure and hospitality.
As well as being General Counsel and Company Secretary,
Clare is also the Executive Committee member responsible
for Whitbread’s sustainability programme, Force for Good.
Shelley Roberts
Independent non-executive director
Board tenure:
Appointed November 2023
Nationality: Austrian
External appointments:
• Compass Group (ChiefCommercialOfficer)
Career:
Shelley is currently the Group Chief Commercial Officer at
Compass Group PLC, where she is responsible for leading
the Group’s Global Clients, Strategy, M&A, Health & Safety,
Sustainability, Digital and Procurement functions.
Shelley has vast experience in the travel and hospitality
sector, having served as Managing Director of Compass
Group’s Australian business and previous to this holding
leadership roles at easyJet, Tiger Airways and
SydneyAirport.
Key:
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
Committee member
Chris Kennedy
Independent non-executive director
Board tenure:
Appointed March 2016
Nationality: British
External appointments:
• ITV PLC (Chief Financial Officer)
• The EMI Group Archive Trust (Trustee)
• Great Ormond Street Hospital Trust (Trustee)
• Tesco PLC (Independent non-executive director)
Career:
Chris is Chief Financial Officer of ITV PLC which he joined
inFebruary 2019.
Prior to this, Chris held roles with Micro Focus International
plc, ARM Holdings plc and easyJet plc, having previously
spent 17 years in a variety of senior roles at EMI.
Chris was voted FTSE 100 CFO in 2015.
A NA N
GOVERNANCE
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Whitbread PLC Annual Report and Accounts 2024/25
EXECUTIVE COMMITTEE
Dominic Paul
Chief Executive
Rachel Howarth
Chief People Officer
Simon Ewins
Managing Director,
UK Hotels and Restaurants
Mark Smith
Chief Technology Officer
Joe Garrood
Chief Commercial Officer
Hemant Patel MBE
Chief Financial Officer
Clare Thomas
General Counsel
and Company Secretary
Biographical details for the Executive Committee
can be found on the Company’s website:
www.whitbread.co.uk
Mark Anderson
Managing Director,
Propertyand International
Erik Friemuth
Chief Executive Officer,
Premier Inn Germany
The Executive Committee
has authority to manage the
day-to-day operations of the
Group’s businesses, with the
exception of those matters
reserved for the Board, and
within the financial limits set
by theBoard.
The Committee’s
responsibilities include:
• formulation of strategy for
recommendation to the Board;
• management of performance in
accordance with strategy and budgets;
• talent and succession as well as team
member wellbeing;
• risk management;
• capital investment decisions (where
Board approval is not required);
• cost efficiency, procurement and
organisational design;
• reputation and stakeholder management;
• culture and values;
• the Force for Good sustainability
programme;
• health and safety; and
• customer engagement and
productdevelopment.
Changes during the year
• In June 2024, Nigel Jones left
Whitbread after eight years.
Nigel was the Group Operations
and Transformation Director and
successfully implemented Opera while
at Whitbread.
• In the autumn of 2024, Mark Smith
was appointed as Chief Technology
Officer. You can read more about Mark’s
experience on the Company’s website.
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
104
Composition, succession and evaluation
Board and Committee review cycle
Year 1
2022/23
External review
Year 3
2024/25
External review
Year 2
2023/24
Internal review
Board composition
The Nomination Committee aims to ensure
the Board and its Committees have the
appropriate balance of skills, experience,
diversity, independence and knowledge of
the Company to enable them to discharge
their responsibilities effectively. After assessing
independence against the Code, the Board
considers all non-executive directors to be
independent in judgement and character
and also considered the Chairman to be
independent on appointment.
The Board is currently composed of the
Chairman, the Chief Executive, the Chief
Financial Officer and eight independent
non-executive directors.
As required by the Code, all directors will
be subject to re-election at the next AGM.
During the year, the Chairman completed
the individual performance review of each
non-executive director in respect of their
contribution and time commitment to
theCompany.
Details setting out why each director is
deemed to be suitable for reappointment,
and how their contribution continues to be
important to the Company’s long-term success,
will be included in the AGM papers circulated
to the shareholders.
Board succession
The Chairman leads the Nomination
Committee in annually evaluating the
balance of skills, experience, independence
and knowledge on the Board. A matrix of
the skills and competencies of the current
Board is mapped against the skills and
competencies the Committee believes will
be required in the future. This process helps
the Committee ensure a robust succession
plan and the development of a diverse
pipeline in line with the Board’s policies and
diversity and inclusion commitments.
As part of the annual talent cycle, the
Nomination Committee reviews the long-term
succession plan for the members of the
Executive Committee and their direct reports.
The Committee recognises the importance
of reviewing internal succession strength
and ensuring robust emergency succession
plans are in place. Deep dive talent reviews
into the critical capabilities of the Executive
Committee and senior leadership team for
both the UK and Germany are also carried
out annually.
As a few Board members are approaching
atenure of nine years on the Whitbread
Board, we have been considering carefully
how best to ensure the smooth transition
and transfer ofthe considerable collective
experience ofdeparting Board members.
As part of this process, we announced in
December 2024 that Chris Kennedy will be
stepping down from the Board and as Chair
of
the Audit Committee at the Company’s
AGM in June 2025. Whilst well advanced
with the recruitment of a new Audit
Committee Chair, we are pleased that Horst
Baier, who has significant and relevant
experience, has agreed to act as interim
Chair of the Committee when Chris steps
down after the AGM until such time that a
successor is appointed.
As summarised in the governance section
on page 96, we are also determined to
reach at least 40% of the Board being female
with at least one of the main Board
positions also being held by a female.
The40% target will be achieved when
Chrissteps down from the Board in June.
Board evaluation
During the year, a performance review of
the Board and its Committees was carried
out by Christopher Saul of Christopher Saul
Associates (CSA). CSA is an independent
company which has no other links to
Whitbread or its directors.
Chris undertook background research and
interviewed each director and member of
the Executive Committee on the basis of
anagenda designed to probe key areas of
effectiveness. He observed meetings of the
Board and the Audit and Remuneration
Committees. He collated the interview
feedback and impressions gained from
meeting observation and prepared a report
which was presented to, and discussed at,
ameeting of the Board.
Overall the conclusion of the report was
that the Board is operating effectively. It
iscollegiate and well-led, operates to high
standards of professionalism and benefits
from quality support. The Audit and
Remuneration Committees are effective
andwell-integrated into Board processes.
A number of topics were identified for
ongoing attention, especially around:
• the strategy for developing the business
in a changing world and assessing the
most appropriate deployment of digital
technology and AI;
• ongoing attention to the competitor
landscape and the scope for external stimulus;
• a continued focus on non-executive
director and Executive Committee
succession; and
• arranging more opportunities for
directors to spend time in an informal
setting in order to aid collaboration and
diversifying the location of Board and
Committee meetings.
GOVERNANCE
105
Whitbread PLC Annual Report and Accounts 2024/25
Summary of the 2025
Boardevaluation
Overall, the results were positive. A summary
of the key points is as follows:
Strategy and business priorities
The Board has a good understanding of
strategy and key priorities. The feedback
inrelation to the 2024 strategy day was
positive and the Board appreciated the
regular briefing which it received from the
Chief Executive on his core priorities
forthebusiness.
It was also recommended that there should
be regular analysis and discussion of the
competitive landscape, including the
broader competitive set. There was, in
addition, interest in more external stimulus
being made available to the Board, for
example around AI, the future of cities
andGeneration Z.
Culture and stakeholders
Feedback around Board culture was strong.
It is a collegiate, positive and inclusive
environment and the executive directors
and other members of the Executive
Committee appreciate the mixture of
constructive challenge and support which
they receive from the non-executive directors.
Whilst employee engagement was felt to be
at an appropriate level, and this has been in
focus following previous reviews,
there is
interest among non-executive directors
in
continuing ‘field trip’ visits to properties
and in spending more time in the business.
There is also interest in more customer
engagement (for example through
observation of customer focus groups).
Board and Executive Committee
succession
Non-executive director succession is an
area of focus for the Board and the
Nomination Committee with a new Chair of
the Audit Committee being sought.
There is thought to be a good mix of skills
and experience among the non-executive
directors although the Board and
Nomination Committee are conscious of the
need to monitor this regularly.
The Board was pleased with the manner in
which the Executive Committee had been
developed over the last year but noted the
importance of continued focus on internal
succession planning and market mapping
for external talent.
Meetings and Committees
Board meetings are well chaired and
thequality of Board debate and decision-
making is felt to be good. Non-executive
directors are generally happy with the
Board papers although there is some
commentary that they could be shorter,
with greater clarity around the ‘ask’. There
is positive feedback for the proactive and
thoughtful support provided by the
Company Secretary and her team.
In terms of meeting arrangements, it was
suggested that more opportunities are
arranged for the Board to interact informally.
It was also recommended that more variety
in meeting location be considered (for example
potentially meeting more regularly in
Dunstable and overseas).
The Audit and Remuneration Committees
are well chaired and well supported. The review
suggested ongoing focus on the development
of emerging risks and the use of more case
studies in the analysis of potential responses
if material risks crystallise.
Next steps
Actions agreed by the Board for the coming
year in response to the review included
organising:
(i) more regular Board discussions of key
strategic themes around scaling the
business whilst embedding recent
structural changes and addressing the
AGP programme – with clear ‘action
points’ being articulated following
these discussions;
(ii) periodic Board ‘competitor deep dives’
and input from external experts on
topics such as AI, the future of cities
and Generation Z;
(iii) at least one Board ‘field trip’ to view
properties and meet team members
and the facilitation of more customer
engagement;
(iv) an additional Nomination Committee
discussion around Executive
Committee succession;
(v) arranging more opportunities for
directors to spend time in an informal
setting in order to aid collaboration
(one or two of which may be for
non-executives only); and
(vi) more variety in Board and Committee
meeting location.
Progress against actions
from2023/24
Last year, there were a few actions arising
from the internal evaluation that was carried
out and we have listed below the actions
and progress made against each of them:
• More site visits factoring time to engage
directly with employees: The Board
visited a number of sites during the year
and used the opportunity toengage with
team members at site.
• Company Secretary to organise optional
training sessions for the Board: The
Company Secretary organised training
sessions during the year for the Board
around diversity and inclusion as well
ascyber.
• Put in place a forward agenda: Last year
we reported that the Company Secretary
was implementing a new forward agenda
as part of the actions that came out of
the evaluation. This is now operating
effectively and was reviewed by the
Board atits meeting in March 2025.
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
106
NOMINATION COMMITTEE REPORT
Composition, succession and evaluation
Membership of the
NominationCommittee
and meeting attendance
Name of director
Attendance at
meetings
Adam Crozier (Chair) 3/3
David Atkins* 1/1
Kal Atwal
1
3/3
Horst Baier
1
2/3
Fumbi Chima* 1/1
Frank Fiskers 3/3
Richard Gillingwater 3/3
Chris Kennedy
1
2/3
Karen Jones
1
1/3
Shelley Roberts 3/3
Cilla Snowball 3/3
1 These Board members missed one
ormore meetings due to scheduling
conflicts with pre-arranged board meetings.
* David Atkins and Fumbi Chima stepped
down from the Board in June 2024.
Role of the Committee
The role of the Nomination Committee is to
review the composition of the Board and
Executive Committee. TheCommittee is
also responsible for evaluating the directors
on an annual basis, striving for a balance of
skills, knowledge, independence, experience
and diverse representation to allow it to
operate effectively. The Committee also
carries out annual succession planning for
senior management.
Responsibilities of
theCommittee
The Committee has specific responsibilities
on behalf of the Board and these are
detailed below:
• to regularly review the structure, size
and composition of the Board (including
the balance of skills, independence and
diversity, including gender), and to make
recommendations to the Board;
• to consider succession planning for the
Board and senior management, oversee
the development of a diverse pipeline
for succession and determine the skills
and experience required for future
Boardappointments;
• to identify and nominate, for the approval
of the Board, candidates to fill Board
vacancies as and when they arise;
• to evaluate the balance of skills,
knowledge,experience and diversity
required prior to making an appointment
to the Board and, on the basis of this
evaluation, toprepare a role description
outlining the capabilities required for a
particularappointment;
• to keep the leadership needs of
theCompany under review, for both
executive and non-executive directors;
• to ensure that, on appointment to the
Board, non-executive directors receive
aformal letter of appointment;
• to annually review the time commitment
required from non-executive directors
and to ensure that a performance
evaluation is undertaken to determine
if non-executive directors are spending
sufficient time to fulfil their duties; and
• to review the results of the annual Board
evaluation that relate to the composition
of the Board.
Board training during the year
Throughout the year, various members of
the Board attended training sessions across
a wide range of topics to hone their skills
and expertise and keep abreast of changing
market conditions. Key themes of these
sessions were:
• diversity and inclusion;
• cyber and information security;
• crisis management;
• risk management/internal controls
systems; and
• ESG-CSRD reporting.
“ The Nomination Committee
aims to ensurethe Board
and its Committees have
the appropriate balance
ofskills, experience,
diversity, independence
and knowledge of the
Company to enable
them to discharge their
responsibilities effectively.”
Adam Crozier
Chair, Nomination Committee
GOVERNANCE
107
Whitbread PLC Annual Report and Accounts 2024/25
Board diversity and
inclusionpolicy
The Board diversity and inclusion policy
was updated in March 2024 to align with
the latest FCA targets and also business
best practice.
This policy is applicable to the PLC Board
and its committees but sits alongside the
Whitbread Code of Conduct and our
Diversity and Inclusion Policy, which set
outWhitbread’s broader commitment to
Diversity and Inclusion. The entire policy
can be found on the Whitbread website.
Time commitment of
non-executive directors
On behalf of the Board, the Nomination
Committee has reviewed the extent of other
interests of the non-executive directors.
Asa result, the Board is satisfied that the
Chairman and each of the non-executive
directors continue to commit sufficient time
to their duties and fulfil their obligations to
the Company. No executive director has
taken on more than one other non-executive
directorship in a FTSE 100 company.
Matters considered by the
Nomination Committee during
the year
Every year, the Committee considers the
following matters:
• talent review;
• Board succession planning;
• composition of the Board; and
• Board skills matrix.
Talent review
The Nomination Committee reviews talent
bi-annually. During this time, the Committee
reviews the long-term succession plan for
our Executive Committee and its direct
reports as standard. The Committee
recognises the importance of reviewing the
internal succession strength and ensuring
robust emergency and medium-term
succession places are in place. We also value
deep dive talent reviews into the critical
capabilities of the Executive Committee and
senior leadership team. This review includes
both the UK and Germany.
During the year, the Board formally
reviewed diversity and inclusion twice as
part of the talent review process. This
included the following:
• details of the representation at
differentlevels;
• assessing performance against the
targets set within the organisation;
• targets representation levels in identified
high potentials pools;
• an update on the activities of the various
D&I networks across the business; and
• any external recognition received.
On the review of skills matrix, during the
year, the Nomination Committee focused
onkey themes:
• Commercial and digital;
• Technology; and
• Germany.
For each of these topics, the Committee
have set out how these capabilities relate
tothe delivery of our strategy as well as
identifying any skill opportunities that can
be bridged with talent. The Committee also
reviewed plans for the delivery of these and
any progress made in the year against
theplans.
Audit Committee Chair succession
We announced in December last year that
Chris Kennedy will be stepping down from
the Board at the conclusion of the upcoming
AGM in June. Chris has served Whitbread
for nine years both as a member of the
Board and as Chair of the Audit Committee.
Weare in the process of recruiting a new
Audit Committee Chair and in the meantime,
Horst Baier, non-executive director, has
agreed to act as interim AuditCommittee
Chair from the time Chrissteps down until
such time as the position isfilled. We will
announce the newappointment in accordance
with regulations at the appropriate time.
Adam Crozier
Chair, Nomination Committee
30 April 2025
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
108
AUDIT COMMITTEE REPORT
Audit, risk and internal control
Membership of the
AuditCommittee and
meeting attendance
Name of director
Attendance at
meetings
Chris Kennedy (Chair) 4/4
David Atkins* 2/2
Horst Baier 4/4
Fumbi Chima* 2/2
Frank Fiskers 4/4
Cilla Snowball 4/4
Shelley Roberts 4/4
* David Atkins and Fumbi Chima stepped
down from the Audit Committee in
June2024.
Roles and responsibilities
ofthe Committee
The Board has delegated specific
responsibilities to the Committee in
accordance with the Code. The key
responsibilities of the Audit Committee
areto:
• monitor and review the integrity of the
Group’s half-year and full-year financial
results, and the financial reporting
process including consideration of
these reports being fair, balanced
andunderstandable;
• monitor the statutory audit of the
parentcompany and consolidated
financial statements;
• review the Group’s internal controls
andrisk management systems;
• review and monitor the independence
and effectiveness of the external
auditor,in particular the provision
ofadditional services;
• monitor and review the effectiveness of
the Group’s Internal Audit function; and
• have primary responsibility for the
recommendations to the Board in
relationto the external auditor.
To aid its review, the Committee considers
reports from the Group Financial Controller
and the Head of Internal Audit, as well as
reports from the external auditor on the
outcomes of its half-year review and annual
audit. The Committee looks for constructive
challenge from Deloitte as external auditor.
The Committee met four times in 2024/25.
Meetings were attended by members of the
Committee and, by invitation, the Chairman
of the Board, the Chief Executive, the Chief
Financial Officer, the Head of Internal Audit,
the Group Financial Controller, the General
Counsel and other relevant people from the
business when appropriate.
The external auditor, Deloitte, is also invited
to meetings except where discussion
includes matters relating to its own
independence, performance, reappointment,
fees or audit tendering.
Composition of the Committee
In accordance with the UK Corporate
Governance Code 2018, the Board has
confirmed that all members of the
Committee are independent non-executive
directors and have been appointed to the
Committee based on their individual
financial and commercial experience.
The Board has also confirmed that I, as
Chair of the Committee, have recent and
relevant financial experience through my
current appointment as Chief Financial
Officer of ITV plc and my previous
appointments as Chief Financial Officer
ofMicro Focus International plc and ARM
Holdings plc, together with my past role
asGroup Finance Director of easyJet plc.
As part of the Company’s governance
processes, an external evaluation of the
Committee was undertaken this year.
“ It has been a pleasure and
privilege to have served
as Chair of the Audit
Committee for the past
nine years.
Together, we’ve supported
the Board through pivotal
moments such as the
sale of Costa in 2019 and
navigating the Company
through the complexities
of the Covid-19 pandemic.
I want to sincerely thank
my fellow Committee
members for their
supportthroughout
mytime as Chair.”
Chris Kennedy
Chair, Audit Committee
GOVERNANCE
109
Whitbread PLC Annual Report and Accounts 2024/25
Significant matters in
thefinancial statements
The key areas of judgement and estimates
considered by the Committee, in relation
tothe 2024/25 accounts and disclosed
inNote 2 to the consolidated financial
statements on pages 167 and 176, were:
Adjusting items
The Committee challenged the
appropriateness of the presentation of
adjusting items, giving consideration to the
nature and significance of each item classified
as adjusting. The Committee concluded that
the items met the criteria as defined by the
accounting policy and that the policy had
been applied consistently across years.
Assets held for sale
The Committee reviewed, considered and
exercised judgement on the assumptions
used by management to assess whether
(ona site-by-site basis) the sales of those
sites being marketed as part of the Group’s
Accelerating Growth Plan will complete
within one year. The Committee has
concluded that the available information
including external market expert advice
hasbeen applied appropriately.
Recognition of German deferred
taxasset
The Committee challenged the basis of
Management’s assessment regarding the
required criteria to be met for German loss
generated deferred tax asset recognition.
The Committee has concluded that the
assessment conducted supports not
recognising the asset in this financial
yearbut it appropriately classified as
aKeyJudgement for the Group.
Defined benefit pension
The Committee reviewed, considered and
exercised judgement on the assumptions
used to calculate the fair value of pension
scheme assets and present value of defined
benefit obligations under IAS 19, to satisfy
itself that appropriate consideration and
balance had been given to all macroeconomic
factors. The principal assumptions used and
the sensitivities around them were considered
and the consistency in approach from
2023/24 to 2024/25 was assessed.
Impairment testing - property, plant
and equipment, and right-of-use assets
The Group’s impairment reviews require
significant judgement in estimating the
recoverable amount of its cash generating units.
Impairment reviews conducted during
thefinancial year have resulted in the
recognition of a net impairment charge
of£76.5m, both on CGUs impacted by the
Accelerating Growth Plan and the rest of
the Group’s estate that is not impacted.
The Committee reviewed the approach
taken to the impairment review. The
Committee challenged management’s
approach, in particular the methodology
used to estimate both value in use and fair
value less costs of disposal for site level
impairment reviews. The Committee also
challenged the inputs used in management’s
model, specifically challenging the valuations
utilised, the advice provided by local market
experts and the application of growth rates.
The Committee was satisfied that the
Grouphas appropriately performed the
impairment reviews, accounted for the
impairment and impairment reversals
identified and that the related disclosures
were appropriate.
Impact of Accelerating
GrowthPlan
The Accelerating Growth Plan is not by
itself a significant matter; it does, however,
have an impact across the significant
matters of adjusting items, assets held
forsale and impairment testing for this
financial year and future financial years.
TheAudit Committee has considered
andapproved the approach taken by
management across these areas.
Environmental, social and
governance (ESG)
Due to the significant changes proposed
around sustainability regulations and
associated reporting requirements, ESG is
astanding item on the Audit Committee’s
agenda and during the year the Committee:
• reviewed the approach and proposed
disclosure around the quantification of
climate-related risks and opportunities
under the TCFD requirements; and
• monitored readiness for CSRD and EU
Taxonomy for the Group’s subsidiaries
and the impact on timing from the EU
Omnibus simplification package.
Corporate governance
In response to the revised UK Corporate
Governance Code, provision 29, the Committee
is currently reviewing the new Code and
associated guidance. A project has been
established to lead the identification and
implementation of material risk and controls
(financial and non-financial) in preparation
for the changes.
‘Speaking Out’ facility
In accordance with the Code, the Committee
has continued to review the Company’s
whistleblowing function. A new system
wasintroduced in 2024 and is now operated
by Safecall Ltd. This allows employees and
third parties to report anonymously and
inconfidence in a variety of different
ways.The Committee received half-yearly
reports from the General Counsel on
theoperation of this function and the
arrangements in place for proportionate
andindependent investigations.
Fair, balanced and
understandable
In order to confirm to the Board that the
Annual Report and Accounts, taken as a
whole, is fair, balanced and understandable,
there has been a thorough verification and
approval process using the Committee’s
knowledge of the Company, as outlined below:
• The Annual Report and Accounts is drafted
by the appropriate senior management
with overall coordination by the Secretariat
team to ensure consistency.
• Comprehensive reviews of the drafts
of the Annual Report and Accounts are
undertaken by management, members
ofthe Executive Committee and the
Audit Committee Chair.
• A final draft is reviewed by the Audit
Committee prior to consideration by
aCommittee of the Board.
• Formal approval of the Annual
Reportand Accounts is given
bytheDisclosure Committee.
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
110
Going concern and viability
The assessment of the Group to continue as
a going concern is supported by the following:
• cash and cash equivalents of £0.9bn
atthe balance sheet date;
• the Group maintains sufficient headroom
to its current financial covenants
throughout the going concern period; and
• £0.4bn of sterling bonds raised in
January 2025, with the proceeds to cover
general corporate purposes, including the
refinancing of debt maturing inside the
going concern period in October 2025.
The Committee has reviewed the Group’s
assessment of viability over a period greater
than 12 months. In assessing viability, the
Committee has considered the Group’s
position as listed above, considered the
current financial and operational position
ofthe Group, the Group’s business planning
cycle and the period over which the directors
have carried out a robust assessment of the
principal risks and uncertainties facing the
Group as outlined on pages 64 to 69 of the
Annual Report. Further detail of the
assessment following this can be found
within the Viability Statement.
The viability statement can be
found on page 70
Internal control and
riskmanagement
The Audit Committee monitors the systems
of risk management and internal control.
Inaddition, the Committee completes an
annual review of the effectiveness of these
systems, assessing the risk management
framework and policy, management’s risk
assessment and review process, and the
monitoring and reporting of risk. This review
is completed in conjunction with an internal
control effectiveness review from Internal
Audit and Group Finance, and considers
allmaterial controls, including financial,
operational and compliance controls.
Overall,the systems and processes in the
UK arerobust, and our overseas businesses
areprogressively maturing. Due to the
organisational changes over the past 12
months and the ongoing need for manual
oversight in some processes following last
year’s Opera implementation, there is an
increased focus on ensuring the effectiveness
of business-as-usual controls.
During the year, the Committee dedicated
time to ESG and sustainability compliance,
corporate reform readiness, and the
whistleblowing ‘Speaking Out’ facility
asalready outlined. Additionally, the
updated treasury policy and tax strategy
were approved, and a comprehensive
update was provided on our approach
toemployee relations in the UK operations
including the key themes and potential risks.
A robust assessment of the principal and
emerging risks facing the Company was
carried out by the Board, considering risk
appetite; each risk was assessed and the
level of assurance required was determined.
Further details of the principal risks
identified and agreed by the Company
canbe found on pages 64 to 69
Internal Audit
The Internal Audit function provides
independent assurance through reviewing
the risk management processes and internal
controls established by management.
The Audit Committee discusses and
approves the Internal Audit annual plan,
which aims to provide objective and
insightful assurance that appropriate
controls are in place to support our strategy
and growth ambitions. The Head of Internal
Audit provides regular updates on progress
against the plan, key findings, as well as
progress of audit action completion, at
eachmeeting. To help the Committee gain
assurance that the Internal Audit function
isindependent, the Committee meets with
the Head of Internal Audit at least once a
year without the presence of management.
Over the last 12 months, the business audits
primarily focused on operational and people
processes across both the UK and Germany.
Group-wide audits were delivered across
the technology functions focusing on cyber
risk and transition of programme activities
into IT services. In addition, a series of
programme assurance reviews has been
conducted across two of our strategic
programmes, being the replacement of
ourHR & Payroll system and Accelerated
Growth Programme (AGP).
A rolling 24-month audit plan is created
each year, with the first 12 months of activity
agreed by the Committee in March 2025.
Creating the 24-month audit plan provides
greater flexibility and agility for Internal
Audit to respond and re-prioritise audits
asbusiness priorities change. The Internal
Audit plan is developed on the following basis:
• It is risk-based, aligned to Whitbread’s
principal risks, and determined by
the Audit Universe, which sets out
all auditable areas of the business
and assigns each area a risk level
andrecommended audit frequency.
• It considers areas of major change
within the business, recurring themes
from previous audit results, the views
ofmanagement and external risk trends.
• Follow-up audits are also planned in areas
where past audits highlighted significant
risks to ensure remedial actions have been
implemented and are working effectively
to reduce Whitbread’s risk exposure.
AUDIT COMMITTEE REPORT CONTINUED
GOVERNANCE
111
Whitbread PLC Annual Report and Accounts 2024/25
FRC review
The Committee reviewed a letter received
from the FRC on its review of the Group’s
H1 FY25 interim results. The FRC’s review
was based solely on the contents of the
interim results release. The FRC had no
questions or queries that they wished to
raise with the Group.
External auditor
On behalf of the Board, the Committee
oversees the relationship with the external
auditor. Deloitte was appointed as the
auditor of the Company in 2015 following
aformal tender process, and reappointed
atthe 2023 annual general meeting.
The current lead audit partner is Kate
Houldsworth, who was appointed in
2020.Kate will rotate as the lead partner
following the 2024/25 financial year audit
following the completion of Kate’s five-year
tenure in that role. The Committee worked
closely with management to ensure that
asuitable auditor onboarding process
isinplace during the Deloitte tender bid.
Following this, William Smith has been
identified as the proposed successor audit
partner. William has shadowed Kate over
this financial year’s audit and will become
the audit lead after this financial year’s audit.
The Committee confirms that the Company
has complied with the requirement of the
provisions of the Statutory Audit Services
forLarge Companies Market Investigation
(Mandatory Use of Competitive Tender
Processes and Audit Committee
Responsibilities) Order 2014.
Audit effectiveness
The effectiveness of the external audit process
is dependent on appropriate audit risk
identification at the start of the audit cycle.
We receive a detailed audit plan from Deloitte,
identifying its assessment of these key risks.
These risks were reviewed and they, together
with the work done by the auditor, were
used to challenge management’s assumptions
and estimates around these areas, as well as
other areas reported upon. The effectiveness
of the audit process was assessed in addressing
these matters through the reporting we
received from Deloitte at both the half year
and year-end. In addition, feedback was
sought from the Committee, the Board and
management on the effectiveness of the
audit process and targeted and tailored
questionnaires were completed.
An assessment of the effectiveness of
Deloitte in respect of the previous financial
year was undertaken in July 2024. Overall,
the audit was effective and executed to a
high standard with relevant and robust
challenge together with working through
significant judgemental areas and best
practice governance. It was noted that
good progress has been made in multiple
areas across the audit, and the focus for
thecoming year continues in the areas
ofenhancing its systems audit reliance,
aligning component audit work with the
Group audit team and planning the use of
experts to support certain key audit matters
as well as building on the proactive approach
to improve the approach to the Group’s
defined benefit pension, its impairment
process and evolving sustainability
reporting requirements.
As part of our review process for the
financial year, the Committee will be
assessing the work of the year-end audit
after it is finalised, incorporating an external
audit effectiveness review for this financial
year which will be completed and reported
to the Audit Committee.
Auditor independence
To safeguard the objectivity and
independence of the external auditor, the
Committee’s terms of reference set out the
policy in respect of provision of services
bythe external auditor. The Committee
regularly reviews this policy for necessary
changes in response to changes in related
standards and regulatory requirements.
The policy defines permitted services that
can be provided by the auditor, because
ofthe knowledge and experience of the
external auditor and/or for reasons of
confidentiality, meaning it can be more
efficient or prudent to engage the external
auditor rather than another party. This is
particularly the case with audit-related
assurance services that are closely connected
to the audit function where the external
auditor has the benefit of knowledge
gained from work already performed
aspart of the audit.
For certain specified audit and audit-related
services, the Group can employ the external
auditor without reference to the Audit
Committee, subject to a specified fee limit
of up to £250,000. For the services permitted
in certain circumstances, agreement must
be sought from me, as Chair of the Committee,
where fees are less than the limit specified,
or with full Audit Committee approval
where fees are anticipated to be greater
than £250,000. A tender process would
beheld where appropriate.
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
112
AUDIT COMMITTEE REPORT CONTINUED
Statutory auditor’s fees
£1.4m
£1.2m
£1.0m
£0.8m
£0.6m
£0.4m
£0.2m
£0
2023/242022/23
2024/25
1.3
0.1
0.2
0.7
Statutory audit – Group
andCompany
Statutory audit – subsidiaries
Audit-related assurance
Other non-audit fees
1.3
0.1
0.6
0.0
1.2
0.1
0.6
0.0
Audit quality
The Committee monitors engagements with external stakeholders relevant to the
Committee’s areas of oversight, including the FRC.
Auditor independence
continued
Total non-audit fees amounted to £0.3m,
asbroken down below:
£0.1m for audit-related assurance (interim
review), although this is considered to be
anon-audit service, the objectives of the
review are aligned with the audit.
£0.2m for non-audit services in relation to
the February 2025 Bond issue in the form
of providing comfort letters. The work
performed was subject to independent
review from partners outside of the
auditteam.
Chris Kennedy
Chair, Audit Committee
30 April 2025
GOVERNANCE
113
Whitbread PLC Annual Report and Accounts 2024/25
Main activities during the year
In 2024/25, the Audit Committee’s work covered internal controls, risk management, internal audit, external audit and financial reporting. The details of the matters discussed
atCommittee meetings are shown below.
Main activities post-financial year
March 2025
• Review of year-end financial
statements and report template –
including accounting judgements and
estimates methodology and approval
of going concern assessment on
behalf of the Board
• External audit – audit update report,
AQR output review, approval of
remuneration, non-audit fees and UK
Corporate Code update
• Internal Audit – approval of plan and
update on recent internal audits
• Risk and controls – approval of
risk management policy and
management framework and update
on financial control framework and
cyber risks
• Compliance report (including
subsidiary audit status) and TCFD
April 2025
• 2024/2025 Annual Report and
Accounts including strategic report,
governance and consolidated accounts
• Approval of the impact of updated
judgements and estimates
• External audit – year-end audit report
and non-audit fees
• Internal Audit – internal audit report
and terms of reference
• Risk and controls – review of
statements on risk management and
tax controls and litigation report
• Compliance report – whistleblowing
and TCFD update
• External Audit Committee evaluation
March 2024
• Review of the year-end financial
statements and reports template,
accounting judgements methodology
and early view on estimates and
impairment approach
• External audit – approval of remuneration,
terms of engagement and non-audit fees
• Approval of the Internal Audit plan
• Risk and controls – financial controls
update, approval of risk management
policy and risk management framework
and deep dive on cyber risks
• Compliance report and TCFD
• Committee evaluation report
April 2024
• 2023/24 Annual Report and Accounts
including strategic report, governance
and consolidated accounts
• Approval of the impact of judgements
and estimates
• External audit – year-end audit report
and non-audit fees
• Internal Audit – internal audit report
and terms of reference
• Risk and controls – review of
statements on risk management and
controls and litigation report
• Compliance report (including
subsidiary audit status) –
whistleblowing update and
TCFDreport
July 2024
• Compliance – treasury policy,
UK tax strategy for the year,
approach to compliance with
newGovernance Code and CSRD
• Internal audit report and external
quality assessment action plan
update
• External audit – auditor
effectiveness review and
management update
• Risk and controls – financial
control framework update
October 2024
• Review of 2024/25 interim results
– including management papers in
relation to judgements and estimates,
impairment and going concern
• External audit – half-year report,
interim letter of representation and
preliminary audit plan
• Risk and controls – financial
controls update and UK Corporate
Governance Code – key controls plan
• Internal Audit – interim update
including retail audit
• Compliance – litigation report,
compliance report, whistleblowing,
employee relations in Whitbread UK
operations, TCFD quantification and
CSRD update
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
114 GOVERNANCE
REMUNERATION COMMITTEE REPORT
Remuneration
Membership of the
RemunerationCommittee
and meeting attendance
Name of director
Attendance at
meetings
Frank Fiskers (Chair) 4/4
David Atkins 4/4
Kal Atwal 4/4
Adam Crozier 4/4
Richard Gillingwater 4/4
Karen Jones
1
3/4
1 The meeting Karen Jones couldn’t attend
was due to a prior commitment before
joining Whitbread.
On behalf of the Remuneration
Committee, I am pleased to
present our remuneration report
for 2024/25. This report outlines
the key decisions made by the
Committee during the financial
year, including the review of the
remuneration policy that is due to
be put to shareholder vote at the
2025 AGM.
Remuneration Committee
activities in 2024/25
The Committee’s key area of focus this
yearhas been the review of our Directors’
remuneration policy – as we approach the
expiry of our current Policy at the 2025
AGM. The proposed Policy we are bringing
for approval at this year’s AGM is a modest
evolution of our current Policy which we
believe has remained effective in motivating
management and aligning with shareholder
interests. We have engaged widely with
shareholders in relation to this Policy review,
and shareholders’ views have shaped our
final proposals which are set out further in
this letter. I would like to thank the shareholders
with whom we have engaged for their time
and support during the year.
Aside from the Policy renewal, the
Committee has focused on setting annual
incentive targets for the coming year and
assessing prior year outcomes for both the
annual incentive and the Restricted Share
Plan. This letter summarises the actions
wehave taken, the reasoning behind our
decision-making and why we believe these
outcomes are appropriate.
“ The proposed
remuneration policy we
are bringing for approval
at this year’s AGM is a
modest evolution of our
current Policy which we
believe has remained
effective in motivating
management and aligning
with shareholder interests.”
Frank Fiskers
Chair, Remuneration Committee
Business performance
Our challenge to management this year
wasto continue to grow and innovate in the
UK, to expand and strengthen in Germany,
and to drive long-term growth in order
todeliver for our stakeholders.
During the year, we made progress on a
number of strategic initiatives that underpin
the Five-Year Plan to generate at least £300m
per annum adjusted PBT and more than
£2bn for shareholder returns by 2029/30.
Although these initiatives will drive benefits
in years to come, some entailed in-year
costs. Despite this effect, combined with
softer UK market demand and cost inflation,
we have maintained a robust UK trading
performance throughout 2024/25 and
made excellent progress in Germany.
2024/25 annual incentives
The Annual Incentive Scheme (AIS) for 2024/25
was structured around financial, strategic,
and ESG-related performance metrics:
• financial performance: 70% weighting
(50% profit, 20% efficiency savings); and
• strategic and ESG objectives: 30% weighting.
The incentive outcomes for 2024/25 reflect
the business’ robust financial performance
in the year, as well as the continued delivery
of strategic and ESG objectives.
115
Whitbread PLC Annual Report and Accounts 2024/25
2024/25 performance highlights
Grow and innovate in the UK
• Achieved UK total accommodation sales
in line with 2024/25
• Outperformed the midscale and
economy (M&E) market
• Delivered a RevPAR premium to the
M&E market of £5.49
• Opened 1,075 new rooms and added
1,909 to the committed pipeline
Focus on our strengths to grow
inGermany
• Increased Germany’s total year-on-year
accommodation sales by 25% in
localcurrency
• Grew RevPAR by 18% in local currency,
which was significantly ahead of the
M&E market
• On track to deliver profitability in 2025/26
• Opened 926 new rooms and added
2,083 to the committed pipeline
Enhance our capabilities to support
long-term growth
• Announced and commenced delivery
of our Five-Year Plan, targeting
incremental profit of at least £300m
by2029/30
• Delivered £75m in cost efficiencies
• Started to execute our Accelerating
Growth Plan, which optimises the
delivery of F&B at a number of our sites
by converting and exiting some of our
poorer performing branded restaurants
and adding new room extensions
• Enhanced operation and commercial
performance through investment into
our technology stack
• Maintained a strong balance sheet:
• Lease adjusted leverage of 3.0x
• Net debt £483m
• Completed a £264m share
buy-backprogramme
• Successfully refinanced our 2015 bond
Five-Year Plan
Read more on pages 14 and 15
As explained in last year’s remuneration
report, the stretching profit target approved
at the start of the year took account of the
Accelerating Growth Plan which, by making
investments for the long-term benefit of
theGroup, had an impact on profitability
in2024/25. This effect, together with softer
trading conditions (although partly mitigated
by efficiency savings) resulted in an adjusted
PBT outturn of £483m, slightly above
thethreshold level of performance we set.
TheCommittee believes that this is a fair
reflection of this element of performance.
The delivery of our efficiency programme
remains as critical as ever to our financial
performance and allows us to continue
toinvest in our people and our growth
opportunities and to enhance the guest
experience. Efficiency savings delivered
inthe year were £75m, materially above
ourstretch goal of £60.5m.
Delivery of the executive directors’ strategic
objectives, which purposefully focused on
key areas that underpin the Five-Year Plan,
was excellent, with highlights in the year
included on pages 131 and 132.
After assessing all elements of the AIS,
payouts for 2024/25 on a formulaic basis
are 54.4% of maximum for Dominic Paul
and 53.3% for Hemant Patel. This is
c.40%pts lower than AIS outcomes in the
last two years. The Committee believes
thisis an appropriate reflection of in-year
performance and has, therefore, not made
any adjustment to this outcome. As ever,
theCommittee sought to ensure these
outcomes were reasonable in the context
ofthe overall performance of the business
and the manner in which it has delivered
forall ofitsstakeholders, and the way
weconfirmed this is set out on page 130.
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
116 GOVERNANCE
REMUNERATION COMMITTEE REPORT CONTINUED
2022 Restricted Share Plan award
The two underpins for the 2022 RSP were
acumulative cost efficiency measure of
£60m over the three-year period 2022/23
– 2024/25 and a balanced overall assessment
of performance and delivery against strategic
priorities. This 2022 RSP award is the last
award to use a balanced assessment, before
moving back to two numerical financial
underpins for the 2023 award.
Both RSP underpins were met and, therefore,
the 2022 RSP awards will vest in full; a
summary of the Committee’s assessment
ofthese underpin conditions is set out on
page 133.
Proposed remuneration policy
As part of our review of the remuneration
policy, the Committee considered a wide
range of remuneration structures, assessing
what is the most appropriate structure to
incentivise the delivery of our strategy,
whilst remaining aligned with current
market practice. Our conclusion was that
the current structure, consisting of an
annual incentive and a Restricted Share
Plan, remains the most appropriate structure
at this point in time. As such, we are proposing
to continue with this core structure, with
only minor changes proposed which are
intended to improve the effectiveness of
our Policy.
We conducted an extensive consultation
exercise with major shareholders, to seek
their views on the current structure of our
remuneration schemes and our proposals.
We were pleased to have the support of
theoverwhelming majority and we modified
our proposals slightly in light of some
feedback received.
Retaining our Restricted Share Plan
We are proposing to retain our current
construct. It has been effective at both the
executive level and in the cascade to the
wider management team, being widely
understood by participants and effective
asboth a retention tool and in driving
alignment to share price. Successfully
delivering our Five-Year Plan will result in
strong shareholder returns and share price
performance. This will directly increase the
values vesting from our RSP. We believe
thissimple incentive structure is the most
effective way to align our executives and
the wider management team with the
shareholder experience.
Changes to deferral policy
Our current Policy is that 50% of any bonus
earned will be deferred into shares that
vestafter three years. In practice, it can
bechallenging for executive directors to
dispose of shares when they are in role.
Consequently, the combination of our
deferral policy and awarding the RSP fully
in shares means that executives may build
up an exposure to Whitbread shares that is
materially beyond the ownership guidelines
we set.
We have set these minimum shareholding
requirements at 300% of salary for the CEO
and 200% of salary for the CFO and believe
that this is the appropriate mechanism
through which to ensure that executives
arealigned to share price.
As such we are proposing that, once
directors have met or exceeded their
shareholding guideline, the AIS deferral
requirement will reduce to 25% of any
bonus earned.
For the avoidance of doubt the entire cash
bonus will remain subject to clawback for
three years post-payment and the deferred
bonus will remain subject to malus for three
years post-award. Further, the events which
can trigger the application of malus and
clawback, whether the award is cash or
equity settled, are identical under our plan
rules. As such the Committee believes that
this proposed change does not limit our
ability to enforce malus and/or clawback
ifrequired.
Annual Incentive Scheme –
payoutattarget
Our current Policy states that ‘around 50%
is paid for on-target performance’. As disclosed
in last year’s remuneration report, in practice
the Committee has set the payout for
on-target performance at differing levels
depending on the measure and the
particular characteristics of the actual
targets each year. In particular the current
payout for on-target performance against
our financial measures is 60% of maximum,
due to the stretching nature of our budgets
and our desire to align ‘target’ to ‘budget’.
In order to provide more clarity, we propose
to amend our Policy to say that the payout
for on-target performance will be determined
by the Committee for each measure when
targets are set and that it will be no more
than 60% of maximum for any measure.
Changes to post-cessation
shareholding requirements
Our current post-cessation shareholding
requirement (PCSR) is a phased requirement,
from 100% of the in-role requirement for the
first year post-departure, reducing to 50%
in the second year and 25% for the third
year post-departure.
During our engagement process a small
number of shareholders asked that we align
our PCSR with the Investment Association’s
recommended approach of 100% of the
in-role requirement for two years after
cessation of employment. While we were
comfortable with the current approach,
which extends the requirement over a
longer timeframe, we are amending our
Policy on this basis.
Implementation for 2025/26
Both Dominic Paul and Hemant Patel will
receive salary increases of 3%. This is in
linewith the increase applied to salaried
employees in the UK and considerably
lower than the increase applied to the
majority of our hourly paid team members
in the UK where we have continued to make
a significant investment to ensure our pay
rates remain competitive.
In respect of the AIS, as the German
business is on track to deliver profitability in
2025/26, we believe now is the right time to
introduce this measure into our incentives
and we will be introducing a 10% weighting
to Germany profit. We will retain the 50%
weighting to Group profit and have a 15%
weighting to efficiency. The remaining 25%
will be split between strategic objectives
and ESG. We communicated the intention
to include an allocation to Germany profit
to our shareholders as part of our engagement
process and were pleased that shareholders
were supportive of this change.
Full details on our measures for 2025/26
areon page 139
117
Whitbread PLC Annual Report and Accounts 2024/25
2025 RSP awards will be made at 125% for
Dominic Paul and 110% for Hemant Patel.
The underpins are based on net debt to
EBITDAR ratio and returns. The Committee
considers these underpins to continue to be
the most appropriate to protect shareholders
against any payments for potential failure.
More details on the underpins are provided
on page 140
Looking forward
We look forward to our continued engagement
with shareholders over the course of the
year and with the aim of ensuring that our
Policy continues to align executive pay and
incentives to our strategic priorities, as well
as the interests of our stakeholders.
With the business well-positioned for
long-term profitable growth, the Committee
will continue to set stretching goals and
appropriate policies that align management
with this long-term growth, driving the right
behaviours and performance outcomes.
I hope to meet some of you at our AGM in
June, where I will be happy to answer any
questions you might have.
Frank Fiskers
Chair, Remuneration Committee
30 April 2025
Integrated restaurant at Premier Inn St Pancras
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
118 GOVERNANCE
Stakeholder experience in 2024/25
Employees
• An increase in our UK lowest entry pay
rates of 9.2% in April 2024 and 6.7% in
April 2025, continuing to be above the
National Living Wage
• A special one-off payment in April 2024
to UK hourly paid team members and
Guest Support teams as a thank you
for their ongoing commitment and
contribution to Whitbread’s strong
performance
• A special annual payment to hourly
paidteam members in Germany
• Investment in developing careers,
through external leadership programmes
for senior leaders and our ‘Leading for
Tomorrow’ programme for operational
leaders (with 462 Multi-Site Hotel
Managers and Restaurant General
Managers completing the programme)
• Launched ‘Progressing Into’, our internal
operation development programmes,
with
over 200 delegates on the programmes
• We have over 750 team members on
apprenticeship programmes, together with
over 300 achieving their qualification this
year, and an increasing number in our
Support Centres, enabling our people to
increase their technical knowledge and
gain a qualification to recognise their
skills. We were recognised as 24th in the
Top 100 Apprenticeship Employers by
the DfE, an improvement ofeight places
versus last year
• Recognised as a Top Employer for the
15th consecutive year
• Continued investment in wellbeing through
financial education and financial assistance
through grants viaHospitality Action
Customers
• Customer satisfaction scores in UK Premier
Inn sites not impacted by the Accelerating
Growth Plan, increased by 0.7%pts year on
year, and Germany Premier Inn sites were
up by 3.2%pts
• Branded restaurant customer satisfaction
scores have increased year on year by
3.7%pts
• Maintained our market-leading Quality
& Value scores in the UK with scores
in Germany among the highest in the
midscale and economy market, measured
by the YouGov BrandIndex
• Continued our bed replacement programme,
with now over 65,000 beds upgraded to the
new specification to further reinforce quality
of sleep for customers
• Refurbished a further 5,187 rooms to
ensure a consistent, quality experience for
customers – and materially reduced the
refurbishment cost per room
• Rolled out the early check-in option for
our guests across the UK estate and rolled
out both early check-in and late check-out
across the German estate
• Introduced ‘rooms with a view’ in c.100
UKhotels
• Developed a further 897 Premier Plus
rooms across 64 hotels to provide an
upgrade option for customers, including
244 Premier Plus rooms in Germany across
12 hotels – taking the total Premier Plus
rooms to 6,473 including 630 in Germany
• Opened and converted 11 new hotels
to provide great-value accommodation
in even more locations for customers,
including four new and converted hotels
inGermany. In addition, we also:
• completed our first hotel conversion
as part of our Accelerating Growth
Programme; and
• launched our first Premier Inn in Vienna,
Austria featuring 180 rooms
• Expanded online payment options with the
introduction of Apple Pay and Google Pay
for both our UK and German hotels
• Went live in Germany with our virtual
assistant, Tom, enabling our reception
teams to focus on providing enhanced
on-site care
• Launched our first online brand campaign
in Germany, raising brand awareness by
4%pts
• Opened connection to Sabre GDS, one
ofthe big three partners, widening access
to TMCs in Europe and North America
• Expanded our distribution in Germany
bystrengthening partnerships with
OTAs,enhancing visibility and increasing
booking opportunities
• Extended the trial of our ground-floor
concept, ‘The Social’, to 19 sites, giving our
hotel guests a fantastic F&B experience
• Significant expansion in CRM communication
and promotional activity, increasing
revenue contribution year on year by c.80%
REMUNERATION COMMITTEE REPORT CONTINUED
119
Whitbread PLC Annual Report and Accounts 2024/25
Investors
• Adjusted PBT of £483m
• Dividend of 97.0 pence per share
• £264m share buy-back completed
• A further year of market
outperformance in the UK, with
Premier Inn total accommodation
sales 0.7%pts ahead of the midscale
and economy market (excl. Premier Inn)
• Expansion continuing at pace in
Germany, establishing a broad national
network with 62 open hotels (10,965
rooms) and 38 in the pipeline (7,265
rooms), committed to almost double
the estate by 2029/30 to 20,000 rooms
• Successful issue of seven-year £400m
bond at a strong price of gilts +133 bps
• Significant interaction through
Chairman, Chief Executive, CFO,
General Counseland IR team over
theyear
Suppliers
• Continued option for discounted early
payment to support supplier cash
flowmanagement
• Continued the committed buy
process, giving additional contractual
security on high-value food products
• Continued additional due diligence
onhuman rights
Communities
• Donated 137,092 meals to FareShare
and other charities
• Raised £2.0m for Great Ormond
Street Hospital Children’s Charity
• For the Children’s Health Foundation
in Ireland, we’ve committed to raising
€30,000 in 2024–2027 to fund a
ground-breaking multi-disciplinary
rehabilitation programme, which will
be the first of its kind for children
inIreland
• Donated 2,000 mattresses and sofa
beds since 2023 to temporary shelters
in Ukraine through our partnership
with Hope & Aid
• Raised €500,000 in 2024/25 for our
German charity partner Children for
a better World e.V. (CHILDREN), a
national charity fighting child poverty
• 660 hours donated to a variety of
local community projects through
our New Site Opening volunteering
initiative. For example, our Premier
Inn Torquay Harbour team helped to
rehouse giraffes in the local zoo, while
the Premier Inn York Layerthorpe
team spent more than 200 hours
restoring and maintaining areas
ofthelocal nature reserve
• Donated £200,000 to charitable
initiatives in Bedfordshire
Environment
• Completed our first double materiality
assessment for the German operations
• Submitted our Forest, Land and
Agriculture (FLAG) targets to SBTi
forvalidation
• Scope 1 and 2 carbon intensity reduction
at 59.7% vs 2016/17 baseline
• This year, we decarbonised more rooms
than expected (759 vs target of 555),
where old gas boilers were replaced with
air-source heat pumps. This helped us to
cut our direct (Scope 1) GHG emissions
• The Accelerating Growth Plan will result
in 3,500 new rooms, 90% of which will
be operationally low carbon, powered by
electricity backed by Renewable Energy
Guarantees of Origin (REGO)
• ESG scores received in 2024/25: MSCI
AA, Sustainalytics 18.9 (Low Risk), ISS
ESG B-, CDP B for climate and water
• 14.2% reduction in water use per sleeper
from a 2019/20 baseline, meaning we
are on track to reach our target of a 20%
reduction by 2030
• All seven new UK hotels in 2024/25
achieved EPC A, and three of them
BREEAM Excellent. Three of the seven
hotels were opened in repurposed
office buildings which helped to
reduceembodied carbon associated
withconstruction
• 15 hotels are now open to BREEAM
Excellent or higher standards
• In Germany, all 14 new build hotels,
including two in 2024/25, have either
received or are pending sustainable
building certificates (BREEAM, LEED
orDGNB)
• In Germany, all electricity is sourced
from100% eco electricity (Ökostrom)
• We continue to source our critical
commodities responsibly, with 100%
ofwhole beef farm assured, 100%
owhole fish MSC certified and 100%
ofwhole shell eggs cage free
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
120 GOVERNANCE
REMUNERATION AT A GLANCE
2024/25 single total figure of remuneration
The diagram below provides a summary of the single total figure of remuneration for
2024/25. Further details are set out on page 130 in the annual report on remuneration.
Dominic Paul
Chief Executive
Hemant Patel
Chief Financial Officer
Base salary
Benefits
Annual Incentive Scheme
Restricted Share Plan
Pension
Base salary
Benefits
Annual Incentive Scheme
Restricted Share Plan
Pension
30.3%
0.7%
28.2%
37.8%
3.0%
32.3%
1.3%
29.5%
33.7%
3.2%
£3.07m
£1.70m
Incentive outcomes in 2024/25
2024/25 Annual Incentive Scheme outcomes
Outcome
(% of maximum)
Measure
Weighting
(% of max) Threshold Target Max
Dominic
Paul
Hemant
Patel
Adjusted PBT
performance
50% Actual: £483m 13.6% 13.6%
£477m
(10%
payout)
£530m
(60%
payout)
£585m
(100%
payout)
Efficiency
savings
20% Actual: £75m 100% 100%
£49.5m
(10%
payout)
£55.0m
(60%
payout)
£60.5m
(100%
payout)
Strategic
objectives
20% Details of performance are set out
on pages 131 and 132
98.0% 92.4%
ESG measures
10% Details of performance are set out
on page 133
80% 80%
Total outcome (% of maximum)
54.4% 53.3%
Actual annual incentive
£865k £499k
Value of which deferred into shares (50% of total)
£433k £250k
2022 RSP underpin assessment
Underpin Assessment
Vesting level
(% of maximum)
Cumulative cost efficiency of £60m over the
three-year period to the end of 2024/25
Met: £167m
delivered
100%
Balanced assessment of underlying
performance and delivery against strategic
priorities over the performanceperiod
Met: full
assessment set
out on page 133
121
Whitbread PLC Annual Report and Accounts 2024/25
The Company’s directors’ remuneration policy (the ‘Policy’) is due to be renewed by shareholder approval at the annual general meeting on 19 June 2025. A summary of the proposed
Policy and how we intend to implement it for 2025/26 is set out below. We set out the full proposed remuneration policy on pages 122 to 129.
Key elements 2025/26 2026/27 2027/28 2028/29 2029/30 Overview of remuneration policy Implementation for 2025/26
Base salary,
pension
andbenefits
Salary
Salaries are reviewed annually. CEO: £964,080 (3% increase).
CFO: £568,218 (3% increase).
Benefits
Car or car allowance and healthcare or personal insurance.
Additional benefits may be provided in exceptional circumstances
(e.g. relocation).
In line with Policy.
Pension
Maximum of 10% of salary. CEO: 10% of salary.
CFO: 10% of salary.
Annual Incentive
Scheme
Maximum
opportunity
Up to 200% of base salary.
Any increase beyond 170% of salary will only be applied in
exceptional circumstances.
CEO: 170% of salary.
CFO: 170% of salary.
Operation
andmetrics
Directors are required to defer 50% of their bonus into shares, if
they have not met their minimum shareholding requirement, or
25% of their bonus if they have met their shareholding requirement.
The remainder is paid in cash.
Shares vest after three years.
Malus and clawback provisions apply.
Profit: 50%.
Germany profit: 10%.
Efficiency: 15%.
Strategic objectives: 20%.
ESG: 5%.
Restricted Share
Plan
Maximum
opportunity
CEO: 125% of salary.
CFO: 110% of salary.
CEO: 125% of salary.
CFO: 110% of salary.
Operation
andmetrics
Three-year vesting period.
Subject to two or more performance underpins and
continuedemployment.
Additional two-year holding period.
Malus and clawback provisions apply.
Average lease-adjusted net debt to
EBITDAR leverage ratio being less
than 4.2x.
Average ROCE for the UK business
to be 9% or higher.
Shareholding
requirement
Shareholding
requirements
CEO: 300% of salary.
CFO: 200% of salary.
Requirement is that shares from exercised share awards must be
retained until these levels have been reached.
Actual shareholding as at
27February 2025:
Dominic Paul 235%.
Hemant Patel: 187%.
Post-cessation
shareholding
requirements
100% of the in-role requirement for two years post-departure.
Malus and
clawback
Circumstances
i) Material misstatement of results.
ii) Misconduct.
iii) Material loss as a result of participant actions or behaviour.
iv) Material reputational damage.
v) An error in assessing the performance conditions or underpin.
vi) Insolvency or corporate failure.
Summary of our proposed remuneration policy and implementation for 2025/26
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Whitbread PLC Annual Report and Accounts 2024/25
122 GOVERNANCE
DIRECTORS’ REMUNERATION POLICY
Introduction
This report outlines the Company’s directors’ remuneration policy (the ‘Policy’), which shareholders will be asked to approve at the annual general meeting to be held on 19 June 2025.
Subject to shareholder approval, the Policy will be effective from the date of the 2025 AGM and is intended to apply for three years.
For executive directors, our approach continues to be designed so as to:
• align with the business strategy and the achievement of planned business goals;
• support the creation of sustainable long-term shareholder value;
• provide an appropriate balance between remuneration elements that attract, retain and motivate the highest calibre of executive talent; and
• encourage a high-performance culture by ensuring share–based remuneration constitutes a substantial proportion of the remuneration package and by linking maximum payout
opportunity to outstanding results.
Whitbread is an international-focused hotel business and our approach is also designed to enable the Company’s long-term objective of expansion and growth in both the UK and Germany.
The Policy table below provides more detail on each key element of remuneration for executive and non-executive directors, including the maximum potential value of each element,
abrief summary of how it works and details of any performance metrics. It also details the changes from the previous Policy, where applicable.
Future Policy table
Element Purpose and link to strategy Operation Maximum potential value Performance metrics
Base salary
Changes from
previousPolicy: None.
• Base salaries are set
to be sufficient to
attract and retain the
calibre of executive
talent needed to
support the long-term
interests of the business.
Salaries are reviewed annually taking
account of:
• the salary review across the Group;
• trading circumstances;
• personal performance, including
against agreed objectives; and
• market data for an appropriate
comparator group of companies.
• Annual salary increases would
normally be in line with the average
increases for employees in other
appropriate parts of the Group.
• On occasion, increases may be larger
where the Committee considers
this to be necessary. Circumstances
where this may apply include growth
into a role, to reflect a change in
scope of role and responsibilities,
where market conditions indicate a
level of under-competitiveness and
where the Committee judges that
there is a risk in relation to attracting
or retaining executive directors.
• None.
Benefits
Changes from
previousPolicy: None.
• Benefits are intended
to be competitive in
the market so as to
assist the recruitment
and retention of
executive directors.
• Executive directors are entitled
to benefits relating to a car or
car allowance and healthcare or
personal insurance.
• In exceptional circumstances, such
as the relocation of a director, or
for a new hire, additional benefits
may be provided in the form
of a relocation allowance and
benefits including tax equalisation,
reimbursement of expenses for
temporary accommodation, travel
and legal and/or financial assistance.
• We do not anticipate that the
maximum payable would exceed 10%
of salary. However, the Committee
may provide benefits above this
level in certain situations where it
deems it necessary. This may include,
for example, the appointment
of a director based overseas or
a significant increase in the cost
ofthebenefits.
• None.
123
Whitbread PLC Annual Report and Accounts 2024/25
Element Purpose and link to strategy Operation Maximum potential value Performance metrics
Annual Incentive
Scheme (AIS)
Changes from
previousPolicy:
Deferral reduced to 25%
once shareholding
requirement is met.
At most, 60% of the
maximum incentive
willbe payable for
targetperformance
respectively for
eachmeasure.
• To provide a direct
link between annual
performance
andreward.
• To incentivise the
achievement of
outstanding results
across appropriate
key stakeholder
measures.
• To align with the
long-term interests
ofshareholders and
help participants build
a significant stake
in the business over
time, by awarding a
material part of the
annual incentive in
deferred equity.
• Targets for measures are normally set
at the beginning of the financial year.
• Cash awards paid following the end
of the financial year.
• Deferred share awards normally
vest after three years, subject to
continued employment.
• Malus provisions apply to unvested
deferred shares and clawback
provisions apply to cash awards
asset out below.
• Up to 200% of base salary.
• The maximum bonus for 2025/26 for
the current executive directors will
be 170% of base salary. Any increase
beyond this level in future years
will only be applied in exceptional
circumstances and will be at the
discretion of the Committee.
• 50% of any bonus earned is deferred
into shares if the minimum shareholding
requirement has not been met. If the
minimum shareholding requirement
has been met, 25% of any bonus
earned is deferred into shares.
• Awards are payable based on a mix of financial
metrics and other business objectives. Financial
metrics will represent no less than 60% of
the total award for each year, of which the
predominant amount is intended to be profit.
Other measures will be objective and, when
possible, externally benchmarked leading indicators
of future financial performance will be used.
At most, 25% of the maximum incentive is paid
for threshold performance, with a maximum of
60% paid for on-target performance and the
full incentive payment being paid for delivering
stretch performance for each measure.
• These vesting levels may vary from year to year.
• The Committee may at its discretion adjust the
outcome under the formulaic measures where
it considers it is appropriate to do so to better
reflect overall Company performance.
Restricted Share Plan
(RSP)
Changes from
previousPolicy: None.
• To enable the growth
strategy in both the
UK and Germany,
which requires
different strategies
and approaches.
• To promote long-term
value creation rather
than focusing on
specific targets at
a time when the
executive directors
need to balance
investment and growth.
• To retain executive
directors throughout
an important time for
the business to deliver
the growth strategy.
• Awards normally vest after a period
of at least three years, subject to
two or more performance underpins
and continued employment.
• After vesting, there will be an
additional holding period during
which vested shares cannot be sold,
such that the combined underpin
measurement period and holding
period is at least five years.
• Subject to clawback and malus
provisions as set out below.
• Dividend equivalents may be
provided on vested awards
duringaholding period.
• Annual awards to a maximum
of125% of base salary in respect
ofeach financial year.
• The grant for 2025/26 for the
current executive directors will
be 125% of base salary for the
CEO and110% of base salary for
the CFO. Any increase beyond
this levelfor the CFO will only be
applied in exceptional circumstances
and will be at the discretion of
theCommittee.
• Vesting will be subject to two or more
performance underpins, which will be disclosed
at or around the time of grant in the DRR.
• If one or more of the underpins are not met,
then a portion of the award up to or equal to
theweighting of that measure(s) will lapse,
subject to the overall discretion set out below.
• It is anticipated that all performance underpins
will be equally weighted, although the Committee
retains the discretion to adjust the weighting of
any underpins each year.
• The Committee will select the underpins each
year in order to align with the Company’s strategy
and these will normally be disclosed at or around
the time of grant, in the DRR. At least one underpin
will be based on an objective financial metric.
• In addition, the Committee will have general
discretion to determine the most appropriate
vesting levels if it believes this will better reflect
the underlying financial performance of the
Company over the period and such other factors
as it may determine.
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Whitbread PLC Annual Report and Accounts 2024/25
124 GOVERNANCE
Element Purpose and link to strategy Operation Maximum potential value Performance metrics
Sharesave scheme
Changes from
previousPolicy: None.
• To encourage
long-term shareholding
in the Company.
• Annual invitation to all employees,
including executive directors.
• Option price calculated by reference
to the market price discounted by
20% on the invitation date.
• Options granted subject to
participant agreeing to save over
athree and/or five-year period.
• In the event an employee working in
Germany is made an executive director,
they will be eligible to participate in
the International Sharesave scheme
(which is aligned with the scheme for
UK-based employees).
• Consistent with prevailing HMRC
limits, currently savings are limited
to £500 per month.
• None.
Pension
Changes from
previousPolicy: Maximum
potential value simplified
to remove legacy text
inrelation to phased
reduction in contribution
rate from 15% to 10% of
base salary.
• Pension benefits
are provided in
order to offer a
market competitive
remuneration package
that is sufficient to
attract and retain
executive talent.
• Executive directors are entitled
to participate in the Company’s
pension scheme (or other pension
arrangements relevant to their
location if based overseas).
• Defined contribution scheme.
• Can elect for cash in lieu of pension
contributions.
• The maximum pension contribution
is aligned with the rate available to
the majority of the wider workforce,
which is currently 10% of base salary.
• None.
Chairman and
non-executive fees
Changes from
previousPolicy: None.
• To attract and retain
a Chair and non-
executive directors
ofthe highest calibre.
• The Chairman receives an annual
fee and the non-executive directors
receive a base fee, with additional
fees for acting as the Senior
Independent Director or for chairing,
or being a member of, the Audit or
Remuneration Committee or any
other Board Committee as may be
constituted from time to time.
• The Chairman and non-executive
directors are entitled to claim
all reasonable expenses, and
the Company may settle any
tax incurred, but do not receive
any other fees or remuneration
in connection with their roles
atWhitbread.
• The fees are reviewed annually
by the Board (excluding the
non-executive directors), taking into
account a range of factors including
the time commitment required of
the directors, the responsibilities of
the role and the fees paid by other
similar companies.
• Non-executive director fees must
remain within the aggregate limit
approved by shareholders from
time to time. The current aggregate
limit is £1,000,000 (excluding the
Chairman’s fee and additional fees,
such as for Committee membership).
• None.
DIRECTORS’ REMUNERATION POLICY CONTINUED
Future Policy table continued
125
Whitbread PLC Annual Report and Accounts 2024/25
Share-based awards under the AIS and RSP may:
a) be delivered as nil-cost options, forfeitable shares, conditional share awards
orequivalent cash-settled instruments; and
b) be adjusted in the event of any variation of the Company’s share capital or in any
othercircumstances the Committee considers it appropriate.
Illustration of application of remuneration policy
The graphs below show how the Policy will be applied in 2025/26, with details of
expectedremuneration levels for each director for below threshold performance,
on-targetperformance and maximum performance.
Executive directors – potential value of 2025/26 package
Dominic Paul
Hemant Patel
On target
On target
Maximum
Maximum
Maximum, with
50% share
pricegrowth
Maximum, with
50% share
pricegrowth
31%
33%
26%
23%
25%
22%
15%
15%
21%
22%
18%
19%
15%
15%
21%
22%
18%
19%
37%
34%
30%
27%
39%
36%
£3,189,563
£1,806,108
£3,886,110
£2,216,646
£4,471,110
£2,520,063
Base salary and benefits  Pension  Cash incentive  Deferred shares  RSP
Below threshold
Below threshold
91%
91%
£1,077,174
£643,840
9%
3%
2%
2%
9%
3%
3%
2%
The table below sets out the assumptions used in the scenario charts on the left:
Below threshold On target Maximum
• Only the fixed pay elements
are received (base salary,
benefits and pension).
• Salary reflects what
willbe paid in 2025/26.
For the CEO and CFO
this means the salary
hasbeen pro-rated to
reflect the increase from
1May 2025.
• Benefits are included at
the value in the 2024/25
single figure table.
• The CEO’s and CFO’s
pensions are 10%
ofsalary.
• Fixed pay elements
plustarget annual bonus
and RSP.
• Incentives are based on
salaries at 1 May 2025.
• On-target pay for the
Annual Incentive Award
has been included at 57.5%
of the maximum award
(170% for each director).
• On-target pay for the RSP
has been included at 100%
of the 2025/26 maximum
award (125% of salary
for the CEO and 110% of
salary for the CFO).
• Fixed pay elements
plus maximum Annual
Incentive Award and RSP,
with values as set out to
the left.
• An additional scenario
sets out the value of
the RSP assuming a
50% increase in share
price between grant
andvesting.
Performance measures
With the exception of base salary, benefits, pension and participation in the Sharesave
scheme, all other elements of the remuneration packages of the executive directors are
linked to performance.
The RSP is subject to performance underpins, which, if not met, may cause an award to
bereduced. The RSP is designed to incentivise delivery of the growth strategy in both the
UK and Germany, to support shareholder alignment through direct exposure to share price
and toretain executive directors throughout an important time for the business to deliver
thegrowth. The underpins each year are set taking into account the business plan and
theGroup’s strategy so as to protect against a payment for failure.
The performance measures and targets for the Annual Incentive Scheme are selected
annually to align with the business strategy. Targets for measures are normally set at
thebeginning of the financial year.
There are a number of types of measure used to determine the level of awards under
thescheme. There are financial and other business measures and some strategic growth
objectives. The growth objectives will be quantitative measures linked to individual
responsibilities in the context of our strategic objectives and will be reviewed in advance
bythe Committee. Targets are set taking into account the business plan.
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Whitbread PLC Annual Report and Accounts 2024/25
126 GOVERNANCE
Malus and clawback
Malus and clawback provisions apply to the RSP for the duration of the vesting period and
for two years following vesting respectively, which can result in a reduction of the award
(including to zero). Malus and clawback provisions apply to the deferred annual bonus and
cash portion of the bonus respectively for the duration of three years from the date of the
award (or, if earlier, in the case of a deferred share award, the date of vesting). The malus
and clawback periods are purposefully designed to align with respective deferral, vesting
and holding periods. These are considered appropriate timeframes to review whether any
trigger events have occurred under the malus and clawback provisions.
Malus and clawback can be triggered where, in the opinion of the Committee, there are
exceptional circumstances including: (i) a material misstatement of results; (ii) misconduct
on the part of the participant; (iii) where the participant is deemed to have caused a material
loss for the Company and/or the Group as a result of (a) reckless, negligent or wilful
actions or (b) inappropriate values or behaviour; (iv) where there has been an event that
has caused, or is likely to cause, material reputational damage to the Group; (v) an error in
assessing the performance conditions or underpin that results in the award vesting/bonus
being awarded to a greater degree than would have been the case had that error not occurred;
or (vi) insolvency or corporate failure.
For awards already granted, malus and clawback provisions in place at the time of that
grant will continue to apply.
Shareholding requirements
The Chief Executive is required to build and hold a shareholding at least equal to the value
of 300% of salary, and the Chief Financial Officer is expected to reach a holding equal to
the value of 200% of salary. Until they reach this level, executive directors are expected
toretain 100% of vested awards (after the deduction of income tax, National Insurance
contributions and dealing fees). In addition, a newly appointed executive director is
expected to build a shareholding in the Company during the vesting of any share awards.
The failure to adhere to these requirements may lead to the executive director being
excluded from participation in future share plan awards.
Shares held outright (including by a connected person) count towards the shareholding
requirement. In addition, any vested but unexercised options, deferred bonus shares or any
vested Long Term Incentive Plan (LTIP) or RSP share awards subject to a holding period
count towards the shareholding requirement on a notional net of tax basis. Any awards still
subject to performance conditions, including awards subject to a performance underpin
under the RSP, cannot count towards a shareholding requirement.
Additionally, executive directors will continue to have shareholding requirements
post-cessation. It is a term of grant of all deferred bonus and RSP awards granted since
December 2019 that the award cannot be exercised if an individual is not, at that point
intime, meeting their post-cessation shareholding requirement.
The post-cessation shareholding requirements have been set at 100% of the normal
shareholding requirement for two full years after cessation of employment.
In cases where the individual has not had sufficient time to build up shares to meet the
above levels, the requirement is set at the individual’s actual level of shareholding at
cessation of employment. The Committee retains the flexibility to waive the post-cessation
shareholding requirements in certain exceptional circumstances.
Service contracts and external appointments
The key terms of the executive directors’ service contracts are as follows:
• notice period – six months by the director and 12 months by the Company;
• termination payment – see policy on payment for loss of office below;
• sickness – full salary for a maximum of 12 months in any three-year period or for
amaximum of nine consecutive months; and
• non-compete – for six months after leaving or being put on garden leave.
The dates of the executive directors’ service contracts are as follows:
Dominic Paul 28 June 2022
Hemant Patel 26 January 2022
Executive directors’ service contracts are available for inspection by any person at the
Company’s registered office during normal office hours and on the Company’s website
atwww.whitbread.co.uk. The executive directors are entitled to retain fees from external
directorships.
The effective dates of the letters of appointment of the Chairman and the non-executive
directors are as follows:
Adam Crozier 1 March 2018
Kal Atwal 1 March 2021
Horst Baier 1 November 2019
Frank Fiskers 1 February 2019
Richard Gillingwater 27 June 2018
Karen Jones 9 January 2023
Chris Kennedy 1 March 2016
Shelley Roberts 31 October 2023
Cilla Snowball 24 January 2023
The Chairman and non-executive directors were each appointed for an initial three-year
term and are subject to annual re-election at the AGM.
DIRECTORS’ REMUNERATION POLICY CONTINUED
127
Whitbread PLC Annual Report and Accounts 2024/25
Policy on payment for loss of office
Base salary and contractual benefits
All of the executive directors have a rolling service contract with a 12-month notice period
from the Company. The Company may make a payment in lieu of notice to include up to
12monthly payments of base salary and the cash equivalent of pension contributions.
TheCompany may also either allow for contractual benefits to continue during this time or,
at its sole discretion, pay the value of those benefits on a monthly basis. Neither notice nor
payment in lieu of notice would be given if an executive director is summarily dismissed for
reason of gross misconduct.
An executive director is under a contractual duty to mitigate his or her position by actively
seeking an alternative remunerated position and the Company will make a corresponding
reduction in any payment in lieu of notice. Where a payment in lieu of notice is not applicable,
the payment of salary and contractual benefits would cease on the individual’s leaving date.
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paying any fees for outplacement assistance and/or the director’s legal and/or
professional advice fees in connection with his or her cessation of office or employment.
Annual Incentive Scheme
If an executive director leaves the Company for a ‘permitted reason’ under the rules of the
scheme (redundancy, death, the sale of his or her employing company or business out of
the Group, injury, ill health or disability, or if the Committee decides to apply ‘good leaver’
status in accordance with the discretion outlined later in the ‘Remuneration Committee
discretion’ section of this Policy), the default position would be that unvested deferred
share awards would vest on the date of leaving and a time pro-rated cash award would
bemade for the incentive year in which cessation of employment occurs. No new deferred
share awards would be granted in respect of any Annual Incentive Scheme award made
after the executive director leaves the Company, and the executive director would receive
atime pro-rated cash payment in lieu of the deferred share awards. Notwithstanding the
above, the Committee has the discretion to make a deferred share award for the incentive
year in which cessation of employment occurs, with any such award due to vest at the
same time as the awards made to continuing employees for that year and for unvested
deferred bonus awards to vest as if the executive director had not left the Company.
If an executive director leaves the Company for any other reason, 25% of an outstanding
deferred share award would vest if the leaving date was between one and two years from
the date of grant and 50% of an outstanding deferred share award would vest if the leaving
date was between two and three years from the date of grant. Any other unvested deferred
share awards would lapse on the date of leaving. The executive director would receive no
cash incentive payment for the financial year in which they leave, and no deferred share
awards would be awarded.
In the event that an executive director was to leave the Company by reason of gross misconduct
,
or in circumstances in which the reputation of the Company is materially damaged, the
malus provisions may be applied, in which case no deferred shares would vest.
In the event of a change of control of the Company, deferred bonus awards will normally
vest at that point unless the Committee determines otherwise, e.g. a replacement award
isgranted by the acquiring company. For in-year schemes, no new deferred share awards
would be granted, and the executive director would normally receive a pro-rated cash
payment in lieu of the deferred share awards, assuming that the performance metrics
hadbeen fully satisfied.
Restricted Share Plan
If an executive director leaves the Company for a ‘permitted reason’ under the rules of the
plan (redundancy, death, the sale of his or her employing company or business out of the
Group, injury, ill health or disability, or if the Committee decides to apply ‘good leaver’
status in accordance with the discretion outlined in the ‘Remuneration Committee discretion’
section of this Policy), the default position would be that any unvested RSP awards would
be pro-rated for time served (over the relevant underpin vesting period) unless the Committee
determines otherwise. The extent to which unvested RSP awards vest would be determined
by the Committee taking into account the performance underpins, the underlying financial
performance of the Company and any other factors theCommittee considers appropriate,
and the awards would normally vest at the original vesting date, unless the Committee
determines otherwise. If the participant dies, awards willnormally be allowed to vest
(subject to the factors set out above) on the date of death.
If an executive director leaves the Company for any other reason, any unvested RSP awards
would lapse at the date of leaving.
Vested, but unexercised, RSP awards (including those subject to a holding period) would
normally be exercisable up to the later of six months from the date of leaving or six months
from the end of the holding period. However, if the executive director is summarily
dismissed for gross misconduct, the award would lapse.
In the event that an executive director was summarily dismissed for gross misconduct
orwas to leave the Company in circumstances in which the reputation of the Company is
materially damaged, the Committee would consider the application of the clawback and/or
malus provisions to which the awards were subject. In the event of a change of control of
the Company, unvested RSP awards will typically vest to the extent determined by the
Committee, taking into account: (i) the Committee’s assessment of the relevant performance
underpins; (ii) the underlying financial performance of the Company; and (iii) such other
factors as it considers relevant. RSP awards will (unless the Committee determines otherwise)
be reduced on a time-apportioned basis, normally by reference to the proportion of the
underpin measurement period (or if the Committee determines, the vesting period) that
has elapsed. In determining whether an award should not be time pro-rated, the Committee
will take into account: (i) the performance of the Company during the vesting period;
(ii)the Company’s share price performance during the vesting period; (iii) the amount
ofconsideration from any buyer; and (iv) such other factors as it considers relevant.
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
128 GOVERNANCE
Approach to remuneration on recruitment
Our approach to recruitment is that remuneration should be set in line with the Policy table
set out on pages 122 to 124. Whilst we would not seek to vary this approach, there may be
circumstances in which it is necessary to do so.
On the appointment of a new executive director, base salary levels will be set taking into
account a range of factors including experience and expertise, internal salaries, market
levels and cost. If an individual is appointed on a base salary below the market positioning
contingent on individual performance, the Committee may realign base salary over the one
to three years following appointment, which may result in a higher than normal rate of
annualised increase, with any such increase aligned to internal policies. If the Committee
intends to do so, it will be noted in the first directors’ remuneration report following an
individual’s appointment.
Other elements of annual remuneration will be set in line with the Policy set out in the
Policy table. As such, variable remuneration will be capped at 200% of salary under the
Annual Incentive Scheme. If a new executive director is recruited, they can be granted an
award under the RSP, the maximum opportunity of which will be 125% of salary. The
following exceptions will apply:
• as deemed necessary and appropriate to secure an appointment, the Committee is able
to make additional payments linked to relocation; and
• the Committee may also make an additional award of cash or shares in connection with
the appointment of a new director in order to compensate for the forfeiture, or the loss
of value in respect of all or part of an award from a previous employer. Such awards
would take account of the value, the performance conditionality of the awards which
they replace, the proportion of the performance period remaining and the type of award.
The Committee would take into account the strategy at Whitbread and may also require
the appointee to purchase shares in Whitbread to a pre-agreed level prior to vesting.
Where an individual is recruited internally to the position of executive director, Whitbread
will seek to honour any pre-existing contractual commitments, taking into account the
remuneration of the existing executive directors.
Service contracts will be entered into on terms similar to those for the existing executive
directors, summarised in the service contracts and external appointments section. However,
if necessary, the Committee would authorise the payment of a relocation allowance and
repatriation, as well as other associated international mobility terms, or agree terms
appropriate to the local market for an executive director based overseas.
With respect to the appointment of a new Chairman or non-executive director, the approach
will be consistent with that currently adopted. Variable pay will not be considered and as
such no maximum applies. With respect to non-executive directors, fees will be consistent
with the Policy at the time of appointment. If necessary, to secure the appointment of a new
Chair not based in the UK, payments relating to relocation and/or housing could be considered.
A timely announcement with respect to any director appointment will be made to the
regulatory news services and posted on Whitbread’s website.
Comparison of executive remuneration policy with wider
employee population
When reviewing the executive directors’ remuneration policy, the Remuneration Committee
takes into consideration the pay and employment conditions of all employees across the
Group. Remuneration was discussed at the Our Voice Pan-Whitbread Forum, our formal
workforce advisory panel, and during the year the Remuneration Committee considered
wider workforce remuneration, and its alignment with executive remuneration, together
withthe key themes from employee engagement.
This section of the Policy describes each element of the executive remuneration
packageand explains the extent to which those elements are made available to
thewideremployee population.
Base salary
The base salaries of all employees, including the executive directors, are subject to annual
review. Under normal circumstances, the annual increase in salary for an executive director
will be in the same range as the increase for employees across the Group.
Benefits
Approximately 430 employees across the Group are entitled to a company car or cash in
lieu of a company car. The scheme is structured so that the level of the allowance is on a
sliding scale, with employees on higher grades receiving a larger allowance. The executive
directors are no longer entitled to a company car under this scheme but are entitled to
receive cash in lieu of a car.
Approximately 1,600 employees are entitled to participate in the Group’s private healthcare
scheme, with 700 of these, including the executive directors, entitled to family cover. In
addition, a small number of senior executives, including the executive directors, are entitled
to annual health screening.
All employees receive discounts on Company products, but the executive directors have
waived their right to this benefit.
Whitbread’s Sharesave scheme is a standard HMRC approved SAYE scheme, which is
offered to all UK employees, including the executive directors, on equal terms. A similar
Sharesave scheme is also offered to employees in Germany. This runs alongside the UK
scheme, using the same option price and savings terms.
Annual Incentive Scheme
Approximately 3,600 employees are eligible to take part in an Annual Incentive Scheme
linked to the achievement of financial and other business targets. The maximum opportunity
is dependent on role. Approximately 60 employees, including the executive directors,
areentitled to participate in the Annual Incentive Scheme, with maximum payouts split
between cash and deferred share awards, ranging from 60% to 170% of base salary.
Approximately 100 employees, including the executive directors, have individual strategic
objectives in addition to the financial and other business targets mentioned above.
DIRECTORS’ REMUNERATION POLICY CONTINUED
129
Whitbread PLC Annual Report and Accounts 2024/25
Restricted Share Plan
Approximately 55 employees, including the executive directors, participate in the RSP.
Thisplan is not available to the wider employee population, although the Sharesave
scheme provides employees with a form of long-term incentive.
Pension
Like all employees, the executive directors are entitled to participate in the Company’s
pension scheme. The scheme is a defined contribution scheme. Employees below the
executive level are able to choose a contribution rate of between 5% and 10% and have
thismatched by the Company.
Consideration of shareholder views and summary of
decision-making process
The Committee has consulted with Whitbread’s major investors, along with Glass Lewis,
ISSand the Investment Association.
These consultations have been very helpful to us as we have updated our Policy for
thefuture, and we would like to thank all those who responded to the consultations
fortheir time and input. As part of the feedback, a small number of shareholders asked
thatwealign our post-cessation shareholding requirement (PCSR) with the Investment
Association’s recommended approach. While we are comfortable with our current
approach, which extends the requirement to three years on a phased basis, we would
beequally comfortable with this suggested amendment. As such, we propose to amend
ourPCSR to apply 100% ofthe normal shareholding requirement for two full years after
cessation of employment. This amendment aligns us with typical market practice as well
asthe Investment Association guidelines.
Legacy matters
The Committee reserves the right to make any remuneration payments and/or payments
for loss of office (including exercising any discretions available to it in connection with such
payments) notwithstanding that they are not in line with the Policy set out above where
the terms of the payment were agreed: (i) before the Company’s first shareholder-approved
directors’ remuneration policy came into effect; (ii) before this Policy came into effect if the
terms were in line with the Company’s shareholder-approved directors’ remuneration policy
in force at the time those terms were agreed; or (iii) at a time when the relevant individual
was not a director of the Company and, in the opinion of the Committee, the payment was
not in consideration for the individual becoming a director of the Company. For these
purposes, ‘payments’ includes the Committee satisfying awards of variable remuneration
and, in relation to an award over shares, the terms of the payment are ‘agreed’ at the time
the award is granted.
Remuneration Committee discretion
The Committee retains the discretion to apply ‘good leaver’ terms to leavers in respect of
both the Annual Incentive Scheme and the RSP. In exercising its discretion, the Committee
must consider the individual circumstances in the particular case and must not exercise its
discretion in a way which would be discriminatory on grounds of sex, race, age or any other
protected characteristic within the meaning of section 4 of the Equality Act 2010.
The Committee must also, so far as it is able to do so, exercise its discretion in a way
whichis consistent as between individuals who are in the same position.
Under the rules of the Annual Incentive Scheme, if ‘good leaver’ terms apply, any deferred
share awards normally vest in full on the date of leaving and may be exercised within six
months. Under the rules of the RSP, the award would normally vest subject to the satisfaction
of performance underpins measured at the end of the period originally set (unless the
Committee determines otherwise). The number of shares vesting would normally be on a
pro-rata basis, taking account of the proportion of the relevant period that the individual
had been employed within the Group (unless the Committee determines otherwise). The
extent to which RSP awards vest would also be subject to the Committee’s discretion
(mentioned above) to determine the level of vesting based on the underlying financial
performance of the Company and such other factors it considers appropriate.
Vested but unexercised awards (including those subject to a holding period (under the RSP)
are exercisable for six months from the later of the end of any relevant holding period and
the date of termination.
The Committee sets the performance targets for the Annual Incentive Scheme and the
underpins for the RSP. The Committee may change a performance target or underpin
fromtime to time to take account of legal changes or to obtain or retain favourable tax,
regulatory or exchange control treatment or in the event that it considers it fair and
reasonable to do so. Any change to an existing underpin under the RSP must not have
theeffect, in the opinion of the Committee, of making the underpin materially easier or
materially more difficult to achieve than it was when the award was initially granted.
The Committee has the discretion to override formulaic outcomes under the Annual
Incentive Scheme and RSP, where it considers it would be appropriate to do so to better
reflect overall Company performance.
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
130 GOVERNANCE
ANNUAL REPORT ON REMUNERATION
Single total figure of remuneration – executive directors (audited information)
Base salary Benefits Pension Fixed pay
Annual Incentive
Scheme
Long-term
incentive
1
Variable pay Total
Director
2024/25
£’000
2023/24
£’000
2024/25
£’000
2023/24
£’000
2024/25
£’000
2023/24
£’000
2024/25
£’000
2023/24
£’000
2024/25
£’000
2023/24
£’000
2024/25
£’000
2023/24
£’000
2024/25
£’000
2023/24
£’000
2024/25
£’000
2023/24
£’000
Dominic Paul 930 900 22 22 93 90 1,045 1,012 865 1,453 1,163 — 2,029 1,453 3,074 2,465
Hemant Patel 548 528 22 22 55 53 625 603 499 865 570 123 1,070 988 1,695 1,591
1 The value in relation to the 2023/24 long-term incentive has been updated from the estimate provided in last year’s report to reflect the actual share price on the date of exercise (23 May 2024) of 2,956.0 pence.
Base salary
Annual salary increases across the Group are usually effective from 1 May each year. The base salary numbers shown in the table, therefore, include two months’ pay based on the
director’s salary from 1 May 2023 and ten months’ pay based on the director’s salary from 1 May 2024.
Benefits
The benefits received by each executive director include family private healthcare and a cash allowance in lieu of a company car.
Pension
The executive directors receive a monthly amount in cash in lieu of pension contributions. This is at the rate of 10% of base salary and is aligned with the rate available to the majority
ofthe wider workforce. No executive director participates in a Group defined benefit or final salary pension scheme.
2024/25 Annual Incentive Scheme
The incentive for 2024/25 was assessed against a combination of profit, efficiency savings, strategic objectives and ESG metrics.
As stated in the Committee Chair’s letter on page 115, the Committee believes the formulaic outcome was appropriate and consistent with the wider stakeholder experience and as such
no discretion was exercised. The outcome of the Annual Incentive Scheme is as follows:
Director
Profit outcome
(% maximum)
Efficiency target
outcome (% maximum)
Strategic
objectives outcome
(% maximum)
ESG
measures outcome
(% maximum) Total % of maximum Total % of salary
Total
£’000
Weighting 50% 20% 20% 10%
Dominic Paul 13.6% 100% 98.0% 80% 54.4% 92.5% 865
Hemant Patel 13.6% 100% 92.4% 80% 53.3% 90.5% 499
Half of these awards will be paid in cash in May 2025, with the remaining half being settled in deferred shares, which are expected to vest in 2028. Details on the financial measures
outturns (70% of total award) and the overall outcomes are provided in the at a glance section on page 120.
131
Whitbread PLC Annual Report and Accounts 2024/25
Awards based on strategic objectives (20%oftotalaward)
Dominic Paul and Hemant Patel each had a number of business objectives and 20% of the maximum incentive opportunity was linked to performance against these objectives.
Asummary of each of the executive directors’ objectives, together with the incentive outcomes, is shown in the tables below.
Chief Executive, Dominic Paul
Measure Actual outcome vs targets
Objective 1: Grow and innovate in the core UK market – 7.8% out of 8.0%
Deliver the network growth plan for the UK
• Opened 1,075 new rooms in UK and added 1,909 rooms to the committed pipeline, both ahead of stretch.
• Completed 5,840 refurbished rooms (including 653 upgrades to Premier Plus) ahead of stretch.
Successfully communicate F&B plan
• Successfully communicated F&B plan to market, highlighting incremental 3,500 extension rooms and increasing margin/returns through
replacing loss-making restaurants with high-returning hotel rooms. Received positive feedback from investors on clarity of message and plan.
Deliver strategic F&B implementation plan and
execute agreed in-year activity
• Delivered agreed strategic plan with successful cutover of 128 branded restaurant operations to Premier Inn and implemented transitional
F&B offerings for hotel guests. Successfully disposed of initial cohort of restaurant sites.
• Delivered the agreed breakfast room/integrated restaurant programme and in-year Premier Inn extensions and set up plan for future years’
delivery. Overall programme has been delivered within budget.
Build digital acceleration strategy
• Digital strategy and roadmap in place with redesigned organisation and successful hiring of leaders and experts to support delivery of
roadmap. Progress made against the agreed roadmap, with double digit app revenue growth.
Achieve customer/guest satisfaction targets
• Achieved Premier Inn guest satisfaction above target.
• Achieved restaurant customer satisfaction, materially ahead of stretch.
Objective 2: Focus on our strengths to grow in Germany – 6.8% out of 7.0%
Deliver budgeted progress against the target
returns and profitability plan
• Full-year loss is within budgeted range.
Deliver network growth plan including organic
pipeline additions in Germany
• 926 new and converted rooms opened in Germany (outcome above target).
• Added 2,083 rooms to committed pipeline (materially above stretch).
Drive RevPAR growth strategy to enable
delivery of 2024/25 plan and beyond
• Launched Premier Inn brand, with material improvement in brand awareness. Executed distribution strategy, with revenue contribution from
new channels ahead of plan. Defined and delivered events and business travel strategy, with significant improvement on events pricing.
Achieve guest satisfaction targets
• Guest satisfaction ahead of stretch.
Objective 3: Enhance our capabilities to support long-term growth – 5.0% out of 5.0%
Delivery of People System on time and on
budget and overall IT spend in line with budget
• All People System UK sites live by end of August 2024. German sites live by 1 March 2025. Programme costs within budget.
• Priority upgrades delivered on time and in budget.
Deliver efficiency initiatives to enable future
growth and optimisation
• Agreed long-term cost saving target together with delivery plan. Transformation office established and reshaping of the
organisationimplemented.
Drive technology stability
• Overall uptime and revenue impact ahead of stretch.
Total outcome (% of maximum incentive opportunity) 19.6% out of 20.0%
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Whitbread PLC Annual Report and Accounts 2024/25
132 GOVERNANCE
Single total figure of remuneration – executive directors (audited information) continued
2024/25 Annual Incentive Scheme continued
Awards based on strategic objectives (20%oftotalaward) continued
Chief Financial Officer, Hemant Patel
Measure Actual outcome vs targets
Objective 1: Grow and innovate in the UK – 5.7% out of 7.0%
Deliver the network growth plan for the UK
• Opened 1,075 new rooms in UK and added 1,909 rooms to the committed pipeline, both ahead of stretch.
• Completed 5,840 refurbished rooms (including 653 upgrades to Premier Plus) ahead of stretch.
Deliver strategic F&B implementation plan and
execute agreed in-year activity
• Delivered agreed strategic plan with successful cutover of 128 branded restaurant operations to Premier Inn and implementing transitional
F&B offerings for hotel guests. Successfully disposed of initial cohort of restaurant sites.
• Delivered the agreed breakfast room/integrated restaurant programme and in-year Premier Inn extensions and set up plan for future years’
delivery. Overall programme has been delivered within budget.
Delivery of UK revenue target and budgeted
margin
• Revenue growth exceeded market but, given a softer trading environment and cost inflation, performance fell short of targets.
Optimisation of UK PI estates portfolio
• Sale and leaseback threshold target not met due to execution of one package being deferred to 2025/26 to ensure price optimised.
• Cash generated from disposal of surplus assets materially ahead of stretch.
Objective 2: Focus on our strengths to grow in Germany – 4.8% out of 5.0%
Deliver budgeted progress against the target
returns and profitability plan
• Full-year loss is within budgeted range.
• Implemented the agreed TOM for Germany.
Deliver network growth plan including organic
pipeline additions in Germany
• 926 new and converted rooms opened in Germany (outcome above target).
• Added 2,083 rooms to committed pipeline (materially above stretch).
Objective 3: Enhance our capabilities to support long-term growth – 8.0% out of 8.0%
Deliver Investor Relations plan including
broadening of shareholder base and
communications of German value
• Successful communication of updated strategy and effective IR engagement throughout the year, including in relation to updated F&B
plan. Clear engagement process and plans in place for 2025, including German teach-in.
Deliver FY24 financial audit clearance with no
material misstatements and HY25 interim review
• Delivered the 2023/24 audit clearance and 2024/25 interim review with high accuracy and timeliness.
Deliver efficiency initiatives to enable future
growth and optimisation
• Agreed long-term cost saving target together with delivery plan. Transformation office established and reshaping of the
organisationimplemented.
Agree and execute refinancing of maturing
2025/26 bond
• Reviewed funding strategy to decide on level, term and type of refinancing.
• Executed refinancing strategy, with bond refinanced in February 2025 with interest rate lower than initial price target.
Delivery of People System on time and on
budget and overall IT spend in line with budget
• All People System UK sites live by end of August 2024. German sites live by 1 March 2025. Programme costs within budget.
• Priority upgrades delivered on time and in budget.
Drive technology stability
• Overall uptime and revenue impact ahead of stretch.
Total outcome (% of maximum incentive opportunity) 18.5% out of 20.0%
ANNUAL REPORT ON REMUNERATION CONTINUED
133
Whitbread PLC Annual Report and Accounts 2024/25
Awards based on ESG objectives (10% of total award)
The ESG targets for 2024/25, together with the results, are shown below. Only half of the maximum reward was payable based on a green result, with higher rewards available for stretch
or excel performance above target.
ESG measure Amber target Green target Stretch target Excel target Allocation Result (% of maximum)
Scope 1 and 2 emissions
intensityreduction
vs2023/24
>= +1.1% reduction >= +1.4% reduction >= +1.55% reduction >= +1.7% reduction 3% Excel:
3.7%
reduction
100%
Water reduction vs
2023/24 usage
>= +1.4% reduction >= +1.7% reduction >= +1.85% reduction >= +2% reduction 3% Excel:
5.6%
reduction
100%
Leadership diversity
1
Senior leadership population to be made up of:
• 42% female representation
• 9% ethnic minority representation
4%
Achieved
1
:
39.8%
female and
9.3%
ethnic minority representation
50%
TOTAL 80%
1 This measure was assessed in a binary manner, unlike the other measures with an amber to excel range as outlined above.
Long-term incentive
Assessment of performance underpins for the 2022 RSP
The 2022 RSP was awarded subject to two underpins and, for each underpin that is not met, the Committee may reduce the vesting outcome by up to 50%. Given the difficulty in setting
financial metrics during the pandemic, following consultation with major shareholders in 2020/21, the Committee determined to set one financial underpin together with an underpin that
was a balanced overall assessment of performance and delivery against strategic priorities.
• Cumulative cost efficiency of £60m over the three-year performance period: Over the period, there were efficiency savings of £167m; therefore, this underpin was met.
• Balanced overall assessment of performance and delivery against its strategic priorities over the performance period with the default that the underpin would be met in the
absence of clear evidence of management failure or significant underperformance: The Committee assessed the performance of management and the business, taking into
account the Group’s financial performance, balance sheet strength, market share, response to the COVID-19 pandemic and recovery of shareholder value and performance against
environmental, social and corporate governance priorities. The Committee concluded that there was no evidence of management failure and that management had delivered strong
performance; therefore, this underpin was met.
Therefore, the Committee determined that the 2022 RSP should vest in full.
The number and value of shares vesting for the executive directors under the RSP are as follows:
Director Number of shares granted Number of shares vesting
Estimated value at vesting date
(£’000)
Dominic Paul 40,920 40,920 1,163
Hemant Patel 20,063 20,063 570
The share price used to calculate the value at vesting was 2,843.24 pence, which was the average closing price of a Whitbread share in the final quarter of the 2024/25 financial year.
Theshares vesting to Hemant Patel will vest in May 2025 and the shares vesting to Dominic Paul will vest in 2026. In both cases the awards are subject to a two-year post-vesting
holdingperiod.
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Whitbread PLC Annual Report and Accounts 2024/25
134 GOVERNANCE
Single total figure of remuneration – Chairman and non-executive directors (audited information)
Base fee
Senior Independent
director fee
Fee as Chair of a
BoardCommittee
Fee as a member of
a Board Committee Total
Director
2024/25
£’000
2023/24
£’000
2024/25
£’000
2023/24
£’000
2024/25
£’000
2023/24
£’000
2024/25
£’000
2023/24
£’000
2024/25
£’000
2023/24
£’000
Adam Crozier 450 433 — — — — — — 450 433
David Atkins
1
21 66 — — — — 4 11 25 77
Kal Atwal 69 66 — — — — 5 5 74 72
Horst Baier 69 66 — — — — 5 5 74 72
Fumbi Chima
1
21 66 — — — — 2 5 23 72
Frank Fiskers 69 66 — — 22 21 5 5 96 93
Richard Gillingwater 69 66 17 16 — — 5 5 91 87
Karen Jones 69 66 — — — — 5 5 74 72
Chris Kennedy 69 66 — — 22 21 — — 91 87
Shelley Roberts
1
69 22 — — — — 5 2 74 24
Cilla Snowball 69 66 — — — — 5 5 74 72
1 Shelley Roberts joined the Board on 9 November 2023. David Atkins and Fumbi Chima stepped down from the Board on 18 June 2024.
Neither the Chairman nor the non-executive directors are entitled to any additional benefits.
ANNUAL REPORT ON REMUNERATION CONTINUED
135
Whitbread PLC Annual Report and Accounts 2024/25
Statement of directors’ shareholding and share interests (audited information)
The Committee believes that the shareholding requirements for executives play an important role in the alignment of the interests of executives and shareholders and help to incentivise
executives to deliver sustainable long-term performance.
The Chief Executive’s shareholding requirement is 300% of salary and the Chief Financial Officer’s is 200% of salary. All shares vesting from incentive plans cannot be sold until the
shareholding requirement has been met. The Chairman and the non-executive directors are each required to build a holding to the value of 100% of their annual fee over a three-year period.
The table below shows the holdings of directors as at 27 February 2025:
Director
Ordinary
shares
Share
awards
1
Value based on
input price
£’000
Value based on
market price
£’000
Requirement %
of salary/base
fee
% of salary
based on
input price
% of salary
based on
market price
Share awards
not counting
towards
requirements
CHAIRMAN
Adam Crozier 13,930 — 455 396 100 101 88 —
EXECUTIVE DIRECTORS
Dominic Paul 25,051 98,012 2,197 2,189 300 235 234 109,914
Hemant Patel 17,093 30,990 1,031 953 200 187 173 55,298
NON-EXECUTIVE DIRECTORS
Kal Atwal 2,063 — 60 59 100 88 85 —
Horst Baier 2,456 — 86 70 100 125 101 —
Frank Fiskers 3,865 — 110 110 100 159 160 —
Richard Gillingwater 2,000 — 70 57 100 102 83 —
Karen Jones 2,075 — 67 59 100 97 86 —
Chris Kennedy 3,270 — 98 93 100 142 135 —
Shelley Roberts 417 — 15 12 100 22 17 —
Cilla Snowball 2,258 — 69 64 100 101 93 —
1 The market price used was the average for the last quarter of the financial year (2,843.24 pence). The number of share awards shown is the full number, but the valuation of those awards has been reduced to
reflect deductions to be made at the point of exercise in respect of income tax and National Insurance contributions. The awards counting towards the requirement include deferred shares awarded under the
Annual Incentive Scheme and unexercised awards under the Restricted Share Plan and the Recruitment and Retention Scheme, where no further performance conditions apply. All share awards are structured
asnil-cost options on vesting. The awards not counting towards requirements are unvested awards under the Restricted Share Plan, where the performance underpins have not yet been tested.
There has been no change to the interests in the tables shown on this page between the end of the financial year and the date of this report.
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
136 GOVERNANCE
Awards granted in 2024/25
The tables below outline the share awards granted during 2024/25. Awards were granted
using the average closing price of a Whitbread share for the five trading days immediately
prior to the grant, excluding any days on which dealing in Whitbread shares by
management was prohibited.
Deferred share awards under the Annual Incentive Scheme
50% of the total annual incentive earned in respect of performance during 2023/24 was
deferred into shares, as detailed below. Deferred share awards are subject to continued
employment, but are not subject to further performance conditions.
Director Date of award
Number of
shares
Market price
(p)
Total value
(£’000)
Vesting
date
Dominic Paul 30 April 2024 21,082 3,445.8 726 1 March 2027
Hemant Patel 30 April 2024 12,551 3,445.8 432 1 March 2027
2024 Restricted Share Plan
Director
% of base
salary
awarded Date of award
Number of
shares
granted
Share price
used (p)
Face value
of
award at
grant
(£’000)
Vesting
date
Dominic Paul 125 30 April 2024 32,648 3,445.8 1,125 30 April 2027
Hemant Patel 110 30 April 2024 16,933 3,445.8 583 30 April 2027
The awards made under the Restricted Share Plan are subject to the following two
underpins being met, which are assessed over the three-year performance period to the
end of 2026/27:
• the Company’s average lease-adjusted net debt to EBITDAR ratio being less than 4.5x; and
• the Company’s average ROCE for the UK business to be 9% or higher.
Awards vesting will then be subject to a two-year holding period.
Options exercised (audited information)
Director Scheme
Number
of shares Exercise price Exercise date
Market price
on exercise (p)
Hemant Patel AIS 1,415 N/A 23 May 2024 2,956.0
R&R 6,054 N/A 23 May 2024 2,956.0
RSP 4,158 N/A 23 May 2024 2,956.0
Key
AIS: Awards made under the Annual Incentive Scheme.
RSP: Awards made under the Restricted Share Plan.
R&R: Shares awarded under the Recruitment and Retention Scheme prior to Hemant’s appointment
asadirector.
Payments to past directors (audited information)
Alison Brittain
As disclosed in the 2022/23 remuneration report, Alison Brittain was treated as a
‘goodleaver’ on her retirement from the Company.
Alison Brittain’s 2022 RSP award was eligible for vesting subject to assessment of the
performance underpins and time pro-rating. Based on the assessment versus the
performance underpins as set out on page 133, the 2022 RSP vested in full for eligible
participants. The estimated value of the award that will vest to Alison Brittain is follows:
Award
Number of
shares granted
Vesting outcome
(% of maximum)
Number of
shares vesting
(before pro-ration)
Number of
shares vesting
(after pro-ration)
Estimated value
at vesting date
(£’000)
2022 RSP 39,604 100% 39,604 13,200 375
The share price used to calculate the value at vesting was 2,843.24 pence, which was the
average closing price of a Whitbread share in the final quarter of the 2024/25 financial year.
Chief Executive’s remuneration
Whitbread is in the hospitality business and has a large workforce of around c34,000 team
members who are employed directly by the business, with the majority being in hourly
paidcustomer-facing roles in our hotels and restaurants. We have an aligned set of reward
principles for all employees which includes offering competitive pay rates atall levels,
reflecting our position as a leading organisation in the hospitality sector. Thisenables
ustoattract and retain the right talented people for our winning teams.
For our hourly paid team members, we benchmark against other hospitality companies to
ensure we are competitive when comparing pay with similar organisations and we operate
an approach to pay which increases pay for skills progression with clear and transparent
pay rates for each role that increase as new skills are developed. For our Chief Executive,
we benchmark against the FTSE 31–100 (removing any non-comparative industries such
asFinancial Services, Oil and Gas and Natural Resources, which include significantly higher
levels of remuneration) and this allows us to have an appropriate comparison for this role
inour sector.
As noted in previous years, the Chief Executive has a high level of variable pay and, therefore,
the CEO median pay ratio fluctuates in line with Chief Executive incentive outcomes each year.
For 2024/25, the median pay ratio has increased from 105:1 in 2023/24 to 122:1. The primary
driver of this increase is the first vesting of an RSP award, following Dominic Paul commencing
employment in January 2023. This increase has been slightly offset by the lower annual
incentive outcome in 2024/25, and relatively high average pay increases applied across
ourhourly paid population, who represent our 25th, median, and 75th percentiles.
All three of the UK employee reference points compare our Chief Executive’s remuneration
with that of hourly paid team members in customer-facing roles in the operational sites and
again there is relatively limited difference in the 25th, median and 75th percentile ratios as
shown below. Given this, we believe the median pay ratio is consistent with the reward
policies for our UK employees. Whitbread has continued to use Option A to calculate its
ratio, as the data required is readily available and this option provides the most accurate
comparison as the figures are calculated on a like-for-like basis.
ANNUAL REPORT ON REMUNERATION CONTINUED
137
Whitbread PLC Annual Report and Accounts 2024/25
The table below shows how the total pay of the Chief Executive compares with our UK employees at the 25th, median and 75th percentile:
Year Method
25th percentile
ratio
Median pay
ratio
75th percentile
pay ratio
2024/25 Total pay (FTE): £24,034 £24,390 £26,371
Total pay and benefits (FTE): £24,427 £25,236 £27,068
Pay ratio (Option A): 126:1 122:1 114:1
2023/24 Pay ratio (Option A): 110:1 105:1 97:1
2022/23 Pay ratio (Option A): 147:1 141:1 131:1
2021/22 Pay ratio (Option A): 110:1 105:1 98:1
2020/21 Pay ratio (Option A): 55:1 53:1 50:1
2019/20 Pay ratio (Option A): 150:1 143:1 134:1
The figures were calculated on 27 February 2025 (the ‘snapshot date’) and use the single figure methodology (salary, benefits, annual incentive, LTIP and pension) and for the
ChiefExecutive this is taken from the total single figure remuneration for 2024/25 on page 130 of £3.1m.
Annual percentage change in remuneration
We are required to publish the annual percentage change in remuneration (salary or fees, benefits and annual bonus) for each director compared to the annual average percentage
change in remuneration for the employees (excluding directors) of the parent company. As Whitbread PLC is not an employing entity, it has no employees and as such this statutory
disclosure is not possible. For information purposes, the average remuneration of the Group’s employees increased by 11.1% versus the previous year.
2024/25 2023/24 2022/23 2021/22 2020/21
% change 2024/25–2023/24 % change 2023/24–2022/23 % change 2022/23–2021/22 % change 2021/22–2020/21 % change 2020/21–2019/20
Director
Base
salary/
fees Benefits
Annual
bonus
Base
salary/
fees Benefits
Annual
bonus
Base
salary/
fees Benefits
Annual
bonus
Base
salary/
fees Benefits
Annual
bonus
Base
salary/
fees Benefits
Annual
bonus
EXECUTIVE DIRECTORS
Dominic Paul 3% 0% (40%) 0% 0% 1% — — — — — — — — —
Hemant Patel 4% 0% (42%) 3% 0% 5% — — — — — — — — —
NON-EXECUTIVE
DIRECTORS
Adam Crozier 4% — — 3% — — 3% — — 7% — — (5%) — —
David Atkins 4% — — 3% — — 3% — — 6% — — (4%) — —
Kal Atwal 4% — — 3% — — 3% — — — — — — — —
Horst Baier 4% — — 3% — — 3% — —
7% — — (6%) — —
Fumbi Chima 4% — — 3% — — 3% — — — — — — — —
Frank Fiskers 4% — — 3% — — 3% — — 5% — — 15% — —
Richard Gillingwater 4% — — 3% — — 3% — — 5% — — (4%) — —
Karen Jones 4% — — 3% — — — — — — — — — — —
Chris Kennedy 4% — — 3% — — 3% — — 5% — — (4%) — —
Shelley Roberts 4% — — — — — — — — — — — — — —
Cilla Snowball 4% — — 3% — — — — — — — — — — —
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
138 GOVERNANCE
Chief Executive’s remuneration continued
Ten-year history of Chief Executive remuneration
The following table shows the Chief Executive’s pay over the last ten years, with details of
the percentage of maximum paid out under the Annual Incentive Scheme and the LTIP/RSP
vesting percentage for each year.
Year Chief Executive
Single total figure
of remuneration
(£’000)
% of maximum
annual incentive
achieved
% of LTIP/RSP
award vesting
2024/25 Dominic Paul 3,074 54.4 100.0
2023/24 Dominic Paul 2,465 95.0 N/A
2022/23 Dominic Paul 2,416 94.4 N/A
Alison Brittain 3,199 94.4 45.0
2021/22 Alison Brittain 2,164 71.4 N/A
2020/21 Alison Brittain 1,032 0.0 N/A
2019/20 Alison Brittain 2,636 56.7 36.0
2018/19 Alison Brittain 5,588 54.8 0.0
2017/18 Alison Brittain 2,336 64.1 38.3
2016/17 Alison Brittain 2,509 49.8 76.5
2015/16 Alison Brittain 634 38.8 N/A
Andy Harrison 2,423 38.8 97.2
Total shareholder return (TSR)
The chart looks at the value over ten years of £100 invested in Whitbread PLC on
28February 2015 compared, on a consistent basis, with that of £100 invested in the FTSE
100 index based on 30 trading day average values. The FTSE 100 has been selected by the
Committee as an appropriate comparator group due to Whitbread’s position within the index.
Relative importance of spend on pay
The table below compares the change in total expenditure on employee pay during the
year with the change in dividend payments and share buy-backs.
2023/24 2024/25 % change
Employee costs £837.8m £818.7m (2.3)%
Dividends and share buy-backs £755.8m £442.4m (41.5)%
FTSE 100 Whitbread
Source: Workspace by LSEG.
200
180
160
140
120
100
80
60
40
20
0
28 Feb
2015
3 Mar
2016
2 Mar
2017
1 Mar
2018
28 Feb
2019
27 Feb
2020
25 Feb
2021
3 Mar
2022
2 Mar
2023
29 Feb
2024
27 Feb
2025
Total shareholder return (rebased)
ANNUAL REPORT ON REMUNERATION CONTINUED
139
Whitbread PLC Annual Report and Accounts 2024/25
Implementation of remuneration policy in 2025/26
Base salary
Dominic Paul and Hemant Patel will each receive a 3% salary increase in May 2025. This is
inline with the increases in pay for salaried employees across the organisation. The base
salaries of the executive directors with effect from 1 May 2025 will be as follows:
Director
Base salary at
1 May 2025
(£’000)
Base salary at
1 May 2024
(£’000)
Dominic Paul 964 936
Hemant Patel 568 552
Benefits and pension
The benefits received by each executive director will continue to include family private
healthcare, a cash allowance in lieu of a company car and cash allowances at 10% of salary
in lieu of pension.
Annual Incentive Scheme
The maximum bonus opportunity for Dominic Paul and Hemant Patel will be 170% of base
salary. Any incentive payments will be at the discretion of the Remuneration Committee in
the event that the health and safety score is red on the WINcard. Keeping our teams and
customers safe is not an incentive lever but a core responsibility that earns the right to
achieve incentivised rewards.
The Committee has the discretion to amend formulaic outcomes.
The measures and weightings for the 2025/26 annual incentive are, therefore, as follows:
Measure Weighting
Profit performance 50%
Germany profit 10%
Efficiency 15%
Strategic objectives 20%
ESG measures 5%
Financial measures
The targets of the three financial metrics, which make up 75% of the annual incentive,
areconsidered by the Board to be commercially sensitive and, for that reason, are not
disclosed in advance. The Committee intends to disclose the targets retrospectively in
the2025/26 report.
Targets have been set with reference to external consensus and budget.
Strategic objectives
Each executive director also has business objectives aligned with the Group’s strategic
priorities. They will be eligible to receive up to 20% of the maximum incentive opportunity
based on the delivery of these objectives. Some of the objectives have measures with
clearthreshold, on-target and stretch targets, whereas others will be objectively assessed
against a stretch level of performance. All measures are quantifiable and linked to the
business plan and future financial performance. For both executives, objectives have
beenset under the following areas:
• continuing to grow and innovate in the UK;
• focus on our strengths to grow in Germany; and
• enhancing our capabilities to support long-term growth.
ESG measures
The 5% allocation to ESG measures will be split between an environmental measure and
asocial measure.
Cash awards will be made in May 2026, with deferred share awards granted in April
orMay2026 and due to vest in 2029, with no further performance conditions applying.
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
140 GOVERNANCE
Implementation of remuneration policy in 2025/26 continued
Restricted Share Plan
Awards will be granted at 125% of salary for Dominic Paul and 110% of salary for Hemant Patel.
The awards will be subject to two underpins and, subject to these underpins being met, are
expected to vest in 2028, after which they will be subject to a two-year holding period.
The underpins are the same as used for last year’s award:
• the Company’s average lease-adjusted net debt to EBITDAR leverage ratio being
lessthan 4.2x; and
• the Company’s average ROCE for the UK business to be 9% or higher.
Chairman’s fee
The Chairman will receive a 3% increase in his fee with effect from 1 May 2025,
takinghisannual fee to £463,690.
Non-executive director fees
The base annual fee for non executive directors will increase on 1 May 2025 by 3% to
£70,950. The fees for the chairmanship of the Audit Committee and the Remuneration
Committee will increase to £22,740. The fee for the Senior Independent Director will
increase to £17,060 and the fees for membership of the Audit and Remuneration
Committees will increase to £5,700.
Statement of shareholder voting
The advisory resolution to approve the 2023/24 annual report on remuneration was put to
shareholders for approval at the 2024 AGM and the resolution was passed. The resolution
to approve the directors’ remuneration policy was put to shareholders for approval at the
2022 AGM and that resolution was also passed.
The voting results were as follows:
Resolution For Against Total Withheld
Annual report on
remuneration
118,704,728
(94.9%)
6,352,081
(5.1%)
125,056,809 49,896
Directors’ remuneration
policy
109,378,984
(85.7%)
118,280,422
(14.3%)
f127,659,406 145,506
ANNUAL REPORT ON REMUNERATION CONTINUED
Remuneration Committee – responsibilities
• Set the broad Policy for the
remuneration of the Chairman and
members of the Executive Committee,
including the executive directors.
• Within the terms of the agreed
Policy, determine the total individual
remuneration package (including
incentive payments, share awards and
other benefits) of the Chairman and
each executive director.
• Monitor the structure and level
of remuneration of Executive
Committeemembers.
• Approve the design of, and
determinethe targets for,
executiveincentive schemes.
• Approve awards to be made to
executive directors and other senior
executives under incentive schemes.
• Ensure that contractual terms on
termination, and any payments made,
are fair to the individual and the
Company, that failure is not rewarded
and that the duty to mitigate loss is
fully recognised.
• Review the alignment of incentives
with the Company’s wider culture.
• Obtain ideas and concerns from
the wider workforce about reward
and take into account workforce
remuneration across the Company and
externally when setting remuneration
policy for the executive directors.
In carrying out its duties, the Committee
has taken into account the principles
outlined in the UK Corporate Governance
Code 2018, including provisions 40 and
41. The Committee believes that the
Company’s remuneration structures are
aligned to the Company’s culture and
values. Furthermore, the Company’s
remuneration structures are simple and
clear, with executive directors receiving
base salary, an annual incentive and a
long-term incentive under the RSP.
Risk is managed, with both the Annual
Incentive Scheme and the RSP being
subject to malus and clawback provisions.
In addition, any payout under the Annual
Incentive Scheme would be at the
Committee’s discretion if the health and
safety score was red on the WINcard
andthe underpins under the RSP provide
protection against any payment for failure.
Outcomes are predictable to the extent
that the Company achieves its targets
over any given performance period.
A significant proportion of an executive’s
total reward is linked to performance,
with much of the reward achieved being
deferred. This helps to align the interests
of executives to investors.
141
Whitbread PLC Annual Report and Accounts 2024/25
Remuneration Committee
– advisers
Internal advisers
Clare Thomas General Counsel
and Secretary to
the Committee
Rachel Howarth Chief People Officer
Steve Jones Reward, Pensions
and Insight Director
External advisers
PwC, one of the founding members of
the Remuneration Consultants Group
Code of Conduct, was appointed
remuneration consultant by the
Committee with effect from
September 2017 following a rigorous
tender process and adheres to this
code in its dealings with the
Committee. Fees paid to PwC in
respect of advice received by the
Committee amounted to £186,250.
These fees were charged on a time
and material basis.
The Committee is satisfied that the
advice received is independent and
objective. The Committee is comfortable
that the PwC engagement partner
and team that provide remuneration
advice to the Committee do not have
connections with the Company that
may impair their independence or
objectivity. PwC also provided
Whitbread withinternal audit
andother consulting advice.
Remuneration Committee agenda – 2024/25
• Approval of Annual Incentive Scheme and targets
for2024/25.
• Approval of awards of cash and deferred shares to
executive directors and senior executives under the
2023/24 Annual Incentive Scheme.
• Approval of executive directors’ and senior executives’
salary review.
• Consideration of shareholder feedback on the underpins
forthe 2024 RSP award.
• Approval of the 2024 awards made under the RSP.
• Approval of the 2024 remuneration report.
• Confirmation of the vesting percentage for the RSP awards
made in 2021 and which vested in 2024.
• Review of the directors’ remuneration policy.
• Consideration of the approach to underpins for the 2025
RSP award.
• Review of wider remuneration strategy across the organisation.
• Consideration of the performance of the 2024/25 Annual
Incentive Scheme.
• Consideration of the performance against the underpins
forthe 2022 RSP award.
• Evaluation of Committee effectiveness.
• Review of the terms of reference.
• Consideration of revisions to the UK Corporate Governance
Code and the IA letter to Remuneration Committee Chairs.
Frank Fiskers
Chair, Remuneration Committee
30 April 2025
Premier Inn Kings Cross
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
142 GOVERNANCE
DIRECTORS’ REPORT
Certain information
required for disclosure
in this report is provided
in other appropriate
sections of the Annual
Report and Accounts.
These include the
corporate governance
and remuneration
reports and the Group
financial statements
and notes to those
financial statements,
andaccordingly these
are incorporated into
the report by reference.
The directors present their report and
accounts for the year ended 27 February 2025.
Results and dividends
Group adjusted profit
before tax £483m
Group profit before tax £368m
Interim dividend paid on
6December 2024
36.4p per
share
Recommended final
dividend
60.6p per
share
Total dividend for the year 97.0p per
share
Details on the Group’s dividend policy can
be found on page 41 in the Chief Financial
Officer’s review.
Subject to approval at the AGM, the final
dividend will be payable on 4 July 2025 to
the shareholders on the register at the close
of business on 23 May 2025.
The Board
Board of directors
The directors at the date of this report are
listed on pages 99 to 102.
David Atkins and Fumbi Chima did not seek
re-election at the 2024 AGM and stepped
down from the Board at the conclusion of
that meeting.
As announced earlier this year, Chris
Kennedy will step down from the Board
atthe conclusion of this year’s AGM in
June2025 and will not, therefore, be
seeking re-election.
Work to appoint a new independent
non-executive director to replace Chris,
both on the Board and as Chair of the
AuditCommittee, is underway. In the
interim, Horst Baier has agreed to chair
theCommittee from the date that Chris
steps down until such time as a successor
isappointed.
Directors’ service contracts
The key terms of the executive directors’
service contracts, together with the dates
of those contracts, can be found in the
remuneration report on page 126, along
withthe effective dates of the letters of
appointment of the Chairman and the
non-executive directors.
The executive directors’ service contracts
areavailable for inspection at our head office.
Powers of directors
The business of the Company is managed
bythe directors who may exercise all the
powers of the Company, subject to the
Company’s articles of association, any
relevant legislation and any directions given
by the Company by passing a special
resolution at a general meeting. In particular,
the directors may exercise all the powers of
the Company to borrow money, issue shares,
appoint and remove directors and
recommend and declare dividends.
Appointment and replacement
ofdirectors
Directors shall be no fewer than two and no
more than 20 in number. Directors may be
appointed by the Company, by ordinary
resolution or by the Board of directors.
In accordance with the UK Corporate
Governance Code 2018, all directors will
stand for annual re-election at each AGM.
The Company may, by special resolution,
remove any director before the expiration
of his/her term of office.
Directors automatically stop being directorsif:
• they give the Company a written
noticeof resignation (at the date
suchnotice expires);
• they give the Company a written notice
inwhich they offer to resign and the
other directors decide to accept the offer;
• all of the other directors (who must
comprise at least three people) pass
a resolution or sign a written notice
requiring the director to resign;
• they are or have been suffering from
mental or physical ill health and the
directors pass a resolution removing
thedirector from office;
• they have missed directors’ meetings
(whether or not an alternate director
appointed attends those meetings) for a
continuous period of six months without
permission from the directors and the
directors pass a resolution removing
thedirector from office;
• a bankruptcy order is made against
them or they make any arrangement or
composition with their creditors generally;
• they are prohibited from being a director
under any applicable legislation; or
• they cease to be a director under any
applicable legislation or are removed
from office under the Company’s articles
of association.
Directors’ indemnity
A qualifying third-party indemnity provision
was in force for the benefit of the directors
during the financial year. In addition, a
qualifying pension scheme indemnity
provision was in force for the benefit of
Whitbread Pension Trustees during the
financial year.
Compensation for loss of office
There are no agreements between the
Company and its directors or employees
providing for compensation for loss of
office or employment that occurs as a
resultof a takeover bid.
Directors’ share interests
Details regarding the share interests of
thedirectors in the share capital of the
Company, including with respect to options
to acquire ordinary shares, are set out in
theremuneration report on page 135.
143
Whitbread PLC Annual Report and Accounts 2024/25
Shares
Share capital
Details of the issued share capital can
befound in Note 27 to the accounts.
Holders of ordinary shares are entitled to
attend and speak at general meetings of
the Company, to appoint one or more
proxies and, if they are corporations,
corporate representatives to attend general
meetings and to exercise voting rights.
Holders of ordinary shares may receive a
dividend and, on a liquidation, may share
inthe assets of the Company. Holders of
ordinary shares are entitled to receive the
Company’s Annual Report and Accounts.
Subject to meeting certain thresholds,
holders of ordinary shares may requisition
ageneral meeting of the Company or the
proposal of resolutions at AGMs.
Voting rights
On a show of hands at a general meeting
ofthe Company, every holder of ordinary
shares present, in person or by proxy,
andentitled to vote, has one vote (unless
theproxy is appointed by more than one
member in which case the proxy has one
vote for and one vote against if the proxy
has been instructed by one or more
members to vote for the resolution and
byone or more members to vote against
the resolution) and on a poll every member
present in person or by proxy and entitled
to vote has one vote for every ordinary
share held. Voting rights for any ordinary
shares held in treasury are suspended.
None of the ordinary shares carry any special
rights with regard to control of the Company.
Electronic and paper proxy appointments
and voting instructions must be received
bythe Company’s registrars not later than:
(i) 48 hours before a meeting or adjourned
meeting (excluding non-working days); or
(ii) 24 hours before a poll is taken, if the poll
is not taken on the same day as the meeting
or adjourned meeting.
Unless the directors decide otherwise, a
shareholder cannot attend or vote at any
general meeting of the Company or at any
separate general meeting of the holders of
any class of shares in the Company or upon
a poll or exercise any other right conferred
by membership in relation to general
meetings or polls if he or she has not paid
all amounts relating to those shares which
are due at the time of the meeting.
Where a shareholder with at least a 0.25%
interest in a class of shares has been served
with a disclosure notice in relation to a
particular holding of shares and has failed
to provide the Company with information
concerning those shares, those shares will
no longer give that shareholder any right
tovote at a shareholders’ meeting.
Restrictions on transfer of shares
There are the following restrictions on
thetransfer of shares in the Company:
• certain restrictions which may from
time to time be imposed by laws
and regulations (for example, insider
tradinglaws);
• pursuant to the Company’s share dealing
code, the directors and senior executives
of the Company require approval to deal
in the Company’s shares;
• where a person with at least a 0.25%
interest in a class of shares has been
served with a disclosure notice and has
failed to provide the Company with
information concerning interests in
thoseshares;
• the subscriber ordinary shares may not
be transferred without the prior written
consent of the directors;
• the directors can, without giving any
reason, refuse to register the transfer
ofany shares which are not fully paid;
• transfers cannot be in favour of more
than four joint holders; and
• the directors can refuse to register
the transfer of an uncertificated share
in the circumstances set out in the
uncertificated securities rules (as defined
in the Company’s articles of association).
The Company is not aware of any
agreements between shareholders that
mayresult in restrictions on the transfer
ofshares or on voting rights.
Conversion of B shares and C shares
During the year, the Company exercised its
right to convert the B and C preference shares
into ordinary shares. There are no longer
any B or C preference shares in existence.
Share forfeiture
After completing a programme to re-unite
shareholders with lost assets, 150,863 shares
were forfeited by 4,161 shareholders in
accordance with the Company’s articles
ofassociation. Those shares were sold,
withthe net proceeds being returned
totheCompany.
Purchase of own shares
The Company is authorised to purchase
itsown shares in the market. Approval to
renew this authority will be sought from
shareholders at the 2025 AGM. The Company
purchased 8.9 million of its own shares
during the year and cancelled them. At
27February 2025, 12.5 million shares were
held as treasury shares (29 February 2024:
12.5 million).
Employee share schemes
Whitbread does not have any employee
share schemes with shares which have
rights with regard to the control of the
Company that are not exercisable directly
by the employees.
Major interests
As at the end of the financial year, the Company had received formal notification, under
theDisclosure and Transparency Rules, of the following material holdings in its shares
(thepercentages shown are the percentages at the time of the disclosure and have not
been re-calculated based on the issued share capital at the year-end):
Number of shares % of issued share capital 
1
BlackRock, Inc.
2
10,999,381 6.22%
MFS Investment Management 9,757,865 4.83%
Longview Partners 9,046,346 4.48%
Aberdeen Asset Management 9,155,869 4.99%
Aviva PLC 5,408,904 3.09%
1 The percentage of issued share capital is taken from the date of the relevant notification and changes
to the voting rights since that date can cause higher numbers of shares to have lower percentages
and viceversa.
2 Since the end of the financial year, the company has received two disclosures from BlackRock, Inc
inaccordance with Rule 5 of the Disclosure and Transparency Rules. The latest was received on
29April 2025 and disclosed that they held 11,121,133 shares and financial instruments representing
6.29% of votingrights.
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
144 GOVERNANCE
Mandatory greenhouse
gasreporting
In order to comply with the
requirements of the Companies
(Directors’ Report) and
Limited Liability Partnerships
(Energy and Carbon Report)
Regulations 2018,we have
amended ourenvironmental
reporting accordingly.
Scopes 1 & 2
We considered the six main greenhouse
gases (GHGs) and report in CO
2
e for our
Scope 1 (direct) and Scope 2 (indirect)
CO
2
emissions. We used the GHG Protocol
Corporate Accounting andReporting
Standard methodology to calculate our
emissions as well as DEFRA and International
Energy Standards GHG Conversion Factors
for Company Reporting.
Scope 1 includes emissions from the fuels
we use inour hotels, restaurants and offices
such as natural gas and liquid petroleum
gas (LPG). It also accounts for CO
2
e from
business-owned vehicles which includes
company cars and food logistics vehicles
aswe own the lease arrangements. CO
2
e
from company cars are calculated using
themanufacturer’s stated performance
multiplied by an uplift stated in the DEFRA
standards methodology paper.
Scope 2 relates to the indirect emissions
associated with the generation of the
electricity consumed in our sites including
district heating.
When defining the scope of our data,
wedonot report on operations under
JointVenture agreements, or that are
fullyfranchised, where we do not have
operational control such as Premier Inn
UAE. Forreasons ofmateriality, small, one
person, offices in the Far East have been
excluded. All other sites throughout the
world are included.
Where possible we reported billed or AMR
(Automated Meter Reading) data. For those
operations which are currently beyond our
reporting capabilities, we have used an
estimation model based on historic
budgeted or billed usage.
In 2024/25, we decarbonised a further
759hotel rooms installing air-source
heatpumps and
other electric equipment
toreduce our reliance
on gas for water and
space heating. We
continued our track record
of energy efficiency
across the estate by
undertaking projects such as refrigeration
optimisation, installing
improved controls for
HVAC (heating, ventilation,
and air
conditioning) and utilising voltage
optimisation technology. We continued
electrification of our kitchens and installed
solar PV at new sites where possible.
Weimproved our understanding of landlord
sites that used REGO-backed electricity
over the year; this was been takeninto
account when reporting our Scope 2
emissions. We also improved our tracking
ofthe F-gas data for the Scope 1 reporting.
Scope 3
Whitbread’s 2024/25 Scope 3 emissions stand
at 407,242 tCO
2
e. This is a reduction in
emissions of 9% compared to FY23/24, and
a reduction of 17% since the 2018/19 baseline.
Following SBTi Forest Land and Agriculture
(FLAG) guidance, Whitbread has updated
and re-baselined the 2018/19 result to
calculate FLAG and non-FLAG emissions.
This methodology was followed for 2024/25.
Whitbread’s total FLAG emissions were
92,932 tCO
2
e and reduction of 33% from
2018/19. Total non-FLAG emissions were
314,310 tCO
2
e, a reduction of 11% from the
2018/19 baseline.
The key sources of Scope 3 emissions are:
• Category 1a: Purchased goods and
services (product) contributing 32% of
total Scope 3 – this includes embodied
emissions of food and packaging
procured by Whitbread.
• Category 1b: Purchased goods and
services (non-product) contributing 23%
– this includes embodied emissions of
corporate services, non-capital property
services and IT.
• Category 2: Capital Goods contributing
27% – this includes capitalised construction,
repair and maintenance services.
Together, the three categories account
for82% of Whitbread reported emissions
(83%in 2018/19).
Category 1a emissions have decreased
compared to 2023/24 by 35%. This is
largely due to a 20% decrease in volumes
procured. Category 1b emissions have
increased 25% compared to the previous
year. Changes in emission factors also
affected results in both categories.
DIRECTORS’ REPORT CONTINUED
145
Whitbread PLC Annual Report and Accounts 2024/25
2024/25 2023/24 2022/23
Source of emissions Scope
Total %
Change
2023/24
to 2024/25 Total
Rest of
the world UK Total
Rest of
the world UK Total
Rest of
the world UK
Gas (TCO
2
e) Scope 1 -6.2% 44,005 1,486 42,519 46,921 1,360 45,561 49,328 1,234 48,094
LPG (TCO
2
e) Scope 1 -8.3% 2,114 — 2,114 2,306 — 2,306 2,590 — 2,590
F-gas (TCO
2
e) Scope 1 -20.0% 5,686 54 5,632 7,104 258 6,845 6,222 — 6,222
Business travel (TCO
2
e) Scope 1 -11.2% 6,664 137 6,527 7,504 128 7,376 7,004 129 6,875
Total Scope 1 emissions
(TCO
2
e) Scope 1 -8.4% 58,469 1,677 56,792 63,835 1,747 62,088 65,143 1,363 63,781
Electricity, district heating
and EV Charging
(Total Scope 2
locationbased) (TCO
2
e) Scope 2 -8.6% 81,422 13,584 67,838 89,130 12,952 76,179 75,567 9,415 66,152
Electricity, district heating
and EV Charging
(Total Scope 2 market
based) (TCO
2
e) Scope 2 -21.2% 5,938 4,180 1,758 7,537 4,924 2,612 8,037 3,433 4,604
Gross emissions
(location based) —
-8.5% 139,890 15,261 124,629 152,965 14,698 138,267 140,711 10,778 129,933
Gross emissions
(market based) — -9.8% 64,407 5,857 58,550 71,372 6,671 64,700 73,181 4,796 68,385
Floor area (m
2
) — 0.7% 3,133,314 438,297 2,695,017 3,110,054 426,530 2,683,524 2,951,063 301,043 2,650,020
Tonnes carbon per m
2
floor
area (location based) — -9.3% 0.0446 — — 0.0492 — — 0.0477 — —
Tonnes carbon per m
2
floor
area (market based) — -10.2% 0.0206 — — 0.0229 — — 0.0248 — —
Gas (kWh) — -6.2% 240,593,338 8,125,335 232,468,003 256,499,715 7,434,531 249,065,184 270,228,239 6,755,772 263,472,467
LPG (kWh) — -8.4% 9,176,774 — 9,176,774 10,013,931 — 10,013,931 11,243,545 — 11,243,545
Business travel (kWh) — -82.3% 5,065,164 863,992 4,201,172 28,654,168 846,610 27,807,558 28,388,999 614,025 27,774,973
Electricity, district heating
and EV charging (kWh) — -8.2% 381,429,268 52,928,003 328,501,265 415,317,497 47,243,369 368,074,128 377,347,945 35,040,568 342,307,377
Self-generated electricity
via solar PV (kWh) — -2.4% 3,848,140 — 3,848,140 3,943,107 — 3,943,107 4,416,103 — 4,416,103
Total (kWh) — -10.4% 640,112,684
61,917,330 578,195,354 714,428,418 55,524,510 658,903,908 691,624,831 42,410,366 649,214,466
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
146 GOVERNANCE
Additional disclosures
The table below sets out the location of information required to be disclosed in the directors’
report (in accordance with Listing Rule 9.8.4R, and otherwise) which can be found in other
sections of this Annual Report and Accounts and is incorporated by reference:
Item Section
An indication of likely future
developments in the business
Strategic report, pages 2 to 89
Financial risk management objectives
and policies
Financial statements, Note 24, pages 198 to 200
Research and development N /A
Existence of branches N/A
Post-balance sheet events Financial statements, Note 34, page 217
Stakeholder and employee engagement Stakeholder engagement, pages 44 to 49
Conflicts of interest Corporate governance report, pages 90 to 141
Statement of capitalised interest Financial statements, Note 8 page 182
Long-term incentive schemes Remuneration report, pages 114 to 141
Details on Whitbread’s compliance with Disclosure Guidance and Transparency Rules 7.2
can be found on this page.
Additional information
Stakeholder engagement
Information on how the directors engage
with Whitbread’s different stakeholders,
including shareholders, employees and
customers, and on how directors have
regard to stakeholders’ interests and the
need to foster stakeholder relationships
when making decisions, can be found in
thestakeholder engagement section on
pages 44 to 49.
Employment policies
Whitbread has a range of employment
policies covering such issues as diversity,
employee wellbeing and equal opportunities.
Read more on our website
www.whitbread.co.uk
Environmental policies
Whitbread businesses depend upon the
environment to operate hotels and
restaurants through the energy we use and
the services and products we provide to our
customers. Our main environmental impacts
are from the use of natural resources, water
consumption and generation of residual
waste and GHG emissions associated with
energy and fuel use.
Whitbread’s strategic drive is provided by
the corporate responsibility Force for Good
programme which includes energy, water
and waste reduction activities. We are
committed to minimising our impact on the
environment, preventing pollution and
promoting good environmental practices.
Further details can be found on pages 58
to61
Employee involvement
The importance of good relations with our
teams is fundamental to our culture and the
success of our business. Across the UK and
Germany, and across our sites and Support
Centres, we regularly ask all our employees
for their views, through regular pulse
surveys. Every employee has an opportunity
to participate in these surveys, and action
plans are created by site/business area.
Our Employee Forum, which we call
OurVoice, is made up of formally elected
representatives from across our hotels,
restaurants and Support Centres. Our Voice
is designed to connect our senior leaders
with our front-line teams for two-way
conversations about the business, ensuring
employee views are properly represented.
More detail can be found on pages 52.
Our employees are actively encouraged to
take part in our Sharesave scheme, which
isavailable to all employees and offers an
option price discounted by 20%.
Regular internal communications are made
to all employees to ensure that they are
kept well informed about the performance
of Whitbread, and of financial and
economic factors that may affect the
Company’s performance.
Amendment of the Company’s articles
of association
Any amendments to the articles of association
of the Company may be made in accordance
with the provisions of the Companies Act
2006 by way of special resolution.
DIRECTORS’ REPORT CONTINUED
147
Whitbread PLC Annual Report and Accounts 2024/25
Contractual arrangements
The Group has contractual arrangements
with numerous third parties in support of
itsbusiness activities, none of which are
considered individually to be essential to its
business and, accordingly, it has not been
considered necessary for an understanding
of the development, performance or position
of the Group’s business to disclose information
about any of those third parties.
Post-balance sheet events
Information on post-balance sheet events
isprovided in Note 34 to the accounts.
Political donations
The Company has not made any political
donations during the year and intends to
continue its policy of not doing so for the
foreseeable future.
Auditor
Deloitte has expressed its willingness
tocontinue in office as auditor of the
Company and a resolution proposing its
reappointment will be put to shareholders
at the 2025 AGM. After proper consideration,
the Audit Committee is satisfied that
Deloitte continues to be objective and
independent of the Company. In coming to
this conclusion, the Audit Committee gave
full consideration to any non-audit work
carried out by Deloitte and has concluded
that certain services will not be carried out
by Deloitte, as outlined in the Committee’s
terms of reference.
Disclosure of information to auditor
The directors have taken all reasonable
steps to make themselves aware of relevant
audit information and to ensure that the
auditor is aware of that information. The
directors are not aware of any relevant
audit information which has not been
disclosed to the auditor.
Going concern
The Group’s business activities, together
with the factors likely to affect its future
development, performance and position,
are set out in the strategic report on pages
2 to 89. The financial position of the
Company, its cash flows, net debt and
borrowing facilities and the maturity of
those facilities are set out in the Chief
Financial Officer’s review on pages 40
to43.
In addition, there are further details in the
financial statements on the Group’s financial
risk management, objectives and policies
(Note 24) and on financial instruments
(Note 25).
The directors have outlined the assessment
approach for going concern in the accounting
policy disclosure in Note 2 of the
consolidated financial statements.
Following that review, the directors
haveconcluded that the going concern
basis remains appropriate.
The viability statement can be found
onpage70
Annual general meeting
The AGM will be held at 2.30pm on
19June2025 at Whitbread Court, Houghton
Hall Business Park, Porz Avenue, Dunstable
LU5 5XE. The Notice of Meeting is enclosed
with this report for shareholders receiving
hard copy documents and is available at
www.whitbread.co.uk for those who have
elected to receive documents electronically.
Approved by the Board on 30 April 2025
and signed.
Clare Thomas
General Counsel and Company Secretary
Registered office:
Whitbread Court
Houghton Hall Business Park
Porz Avenue
Dunstable
Bedfordshire LU5 5XE
Registered company number: 4120344
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
148 GOVERNANCE
DIRECTORS’ RESPONSIBILITY STATEMENT
The directors are responsible for preparing
the Annual Report and Accounts in accordance
with applicable law and regulations.
Company law requires the directors to
prepare financial statements for each
financial year. Under that law the directors
are required to prepare the Group financial
statements in accordance with International
Accounting Standards in conformity with the
requirements of the Companies Act 2006.
The directors have chosen to prepare the
parent company financial statements
inaccordance with Financial Reporting
Standard 101 Reduced Disclosure
Framework. Under company law the
directors must not approve the financial
statements unless they are satisfied that
they give a true and fair view of the state
ofaffairs of the Company and of the profit
or loss of the Company for that period.
In preparing the parent company financial
statements, the directors are required to:
• select suitable accounting policies
andthen apply them consistently;
• make judgements and accounting estimates
that are reasonable and prudent;
• state whether applicable UK Accounting
Standards have been followed, subject
to any material departures disclosed and
explained in the financial statements; and
• prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the
Company will continue in business.
In preparing the Group financial statements,
International Accounting Standard 1
requires that directors:
• properly select and apply accounting policies;
• present information, including accounting
policies, in a manner that provides
relevant, reliable, comparable and
understandable information;
• provide additional disclosures when
compliance with the specific requirements
in IFRS Standards is insufficient to enable
users to understand the impact of particular
transactions, other events and conditions
on the entity’s financial position and
financial performance; and
• make an assessment of the Group’s ability
to continue as a going concern.
The directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the Company’s
transactions and disclose with reasonable
accuracy at any time the financial position
of the Company and enable them to ensure
that the financial statements comply with
the Companies Act2006. They are also
responsible for safeguarding the assets
ofthe Company and hence for taking
reasonable steps for the prevention and
detection of fraud and other irregularities.
The directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Company’s website. Legislation in the United
Kingdom governing the preparation and
dissemination of financial statements may
differ from legislation in other jurisdictions.
Responsibility statement
We confirm that to the best of our
knowledge:
• the financial statements, prepared in
accordance with the relevant financial
reporting framework, give a true and fair
view of the assets, liabilities, financial
position and profit or loss of the
Company and the undertakings included
in the consolidation taken as a whole;
• the strategic report includes a fair review
of the development and performance
of the business and the position of the
Company and the undertakings included
in the consolidation taken as a whole,
together with a description of the principal
risks and uncertainties that they face; and
• the Annual Report and Accounts, taken as a
whole, is fair, balanced and understandable
and provides the information necessary
for shareholders to assess the Company’s
position and performance, business model
and strategy.
This responsibility statement was approved
by the Board of directors on 30 April 2025
and is signed on its behalf by:
By order of the Board
Dominic Paul
Chief Executive
Hemant Patel
Chief Financial Officer
149
Whitbread PLC Annual Report and Accounts 2024/25
INDEPENDENT LIMITED ASSURANCE REPORT
to the Directors of Whitbread PLC
The Directors of Whitbread
PLC (the ‘Entity’) engaged us
to provide limited assurance on
the Subject Matter Information
defined below.
Our assurance conclusion does not extend
to information in respect of earlier periods,
or to anyother information included in, or
linked from,the Report.
Our limited assurance conclusion
Based on the work we have performed,
asoutlined in the ‘Summary of work
performed’ section of our report, and the
evidence we have obtained, nothing has
come to our attention that causes us to
believe that the Subject Matter Information,
as defined below, has not been prepared,
inall material respects, in accordance with
the Applicable Criteria, as defined below.
This conclusion is to be read in the context
of what we say in the remainder of our
report, in particular the ‘inherent limitations’
and ‘use and distribution of our report’
explained below.
Subject Matter Information
The Subject Matter Information comprises
the Force for Good metrics for the financial
year ending 27 February 2025 in the Annual
Report and the ESG report (the ‘Report’).
The Force for Good metrics in scope of
ourassurance are detailed in Appendix A.
The scope of our work was limited to the
provision of limited assurance over the
Subject Matter Information.
Applicable Criteria
The criteria used to measure or evaluate
theunderlying subject matter (‘Underlying
Subject Matter’) are in the 2025 Basis of
Preparation. The Subject Matter Information
needs to be read and understood together
with the Applicable Criteria, which the
Entity is solely responsible for selecting
andapplying.
Inherent limitations
The absence of a significant body of
established practice on which to draw
toevaluate and measure non-financial
information allows for different, but
acceptable evaluation and measurement
techniques and can affect comparability
between entities and over time. The
precision of different measurement
techniques may also vary.
Non-financial information is subject to
moreinherent limitation than financial
information, given the characteristics of the
Underlying Subject Matter and the methods
used for determining such information.
GHG quantification is subject to inherent
uncertainty because of incomplete scientific
knowledge used to determine emissions
factors and the values needed to combine
emissions of different gases.
Directors’ responsibilities
The Directors of Whitbread are
responsiblefor:
• Designing, implementing and maintaining
internal controls to enable the preparation
and presentation of Subject Matter
Information that is free from material
misstatement, whether due to fraud or error;
• Selecting and/or establishing suitable
Applicable Criteria for preparing the
Subject Matter Information;
• Preparing, measuring and presenting the
Subject Matter Information in accordance
with the Applicable Criteria;
• Referring to or describing in the Subject
Matter Information the Applicable Criteria
used and, when it is not readily apparent
from the engagement circumstances, the
person(s) responsible for developing the
Applicable Criteria; and
• The content and preparation of the
Subject Matter Information, including
adjustments to the comparative year
greenhouse gas emissions footprint,
and the associated intensity metric and
reduction percentage, as compared to
the FY16/17 base year.
Our responsibilities
Our responsibility is to independently
express a limited assurance conclusion
onthe Subject Matter Information based
onthe procedures we have performed
andthe evidence we have obtained.
We are also responsible for:
• Planning and performing the engagement
to obtain limited assurance about whether
anything has come to our attention that
causes us to believe that the Subject
Matter Information is not prepared, in all
material respects, in accordance with the
Applicable Criteria;
• Assessing the suitability of the
Applicable Criteria and whether they
exhibit the characteristics of relevance,
completeness, reliability, neutrality and
understandability;
• Forming an independent conclusion,
based on the work we have performed
and the evidence we have obtained; and
• Reporting our conclusion to the Directors
of Whitbread.
Professional standards applied
andlevel of assurance
We performed a limited assurance engagement
in accordance with International Standard
on Assurance Engagements (ISAE) 3000
(Revised) ‘Assurance Engagements Other
Than Audits or Reviews of Historical Financial
Information’ issued by the International
Auditing and Assurance Standards Board
(IAASB) and, in respect of the Greenhouse
Gas Statement, in accordance with
International Standard on Assurance
Engagements (ISAE) 3410 ‘Assurance
Engagements on Greenhouse Gas Statements’,
issued by the IAASB (ISAE 3410). These
standards require that we plan and perform
our engagement to obtain limited assurance
about whether anything has come to our
attention that causes us to believe the
Subject Matter Information has not been
prepared, in all material respects, in
accordance with the Applicable Criteria.
A limited assurance engagement undertaken
in accordance with ISAE 3410 involves
assessing the suitability in the circumstances
of the Entity’s use of the Applicable Criteria
as the basis for the preparation of the
Greenhouse Gas Statement, assessing
therisks of material misstatement of the
Greenhouse Gas Statement whether due
tofraud or error, responding to the assessed
risks as necessary in the circumstances,
andevaluating the overall presentation
ofthe Greenhouse Gas Statement.
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
150 GOVERNANCE
Professional standards applied
andlevel of assurance continued
A ‘limited assurance’ engagement is
substantially less in scope than a reasonable
assurance engagement in relation to both
the risk assessment procedures, including
an understanding of internal control, and
the procedures performed in response to
the assessed risks. The procedures performed
in a limited assurance engagement vary
innature and timing from, and are less
inextent than for, a reasonable assurance
engagement. As a result, the level of
assurance obtained in a limited assurance
engagement is substantially lower than the
assurance that would have been obtained
had a reasonable assurance engagement
been performed. Accordingly, we do not
express a reasonable assurance opinion
about whether the Subject Matter Information
has been prepared, in all material respects,
in accordance with the Applicable Criteria.
Our independence
andqualitycontrol
We have complied with the independence
and other ethical requirements of the
ethical pronouncements in the Institute
ofChartered Accountants in England and
Wales (ICAEW) Code of Ethics which are
founded on the fundamental principles of
integrity, objectivity, professional competence
and due care, confidentiality and professional
behaviour that are at least as demanding
asthe applicable provisions of the IESBA
International Code of Ethics for
ProfessionalAccountants.
RSM UK Risk Assurance Services LLP
appliesthe International Standard on Quality
Management (UK) 1 ‘Quality Management
for Firms that Perform Audits or Reviews of
Financial Statements, or other Assurance or
Related Services Engagements’ (ISQM (UK) 1),
which requires RSM UK Risk Assurance
Services LLP to design, implement and
operate a system of quality management
including policies or procedures regarding
compliance with ethical requirements,
professional standards and applicable
legaland regulatory requirements.
Summary of work performed
The work we perform depends on our
professional judgement and included
enquiries, observation of processes
performed, inspection of documents,
analytical procedures, recalculation,
reperformance and confirmations.
We are required to obtain an understanding
of the Underlying Subject Matter, the Entity,
its environment and the internal controls
relevant to the Underlying Subject Matter,
sufficient to identify the risk of material
misstatement of the Subject Matter
Information and to design and perform
procedures to address the assessed risks
ofmaterial misstatement in order to obtain
sufficient appropriate evidence to support
our limited assurance conclusion.
In doing so, we:
• Made enquiries of Whitbread’s management
about the control environment, information
systems and results of Whitbread’s risk
assessment process;
• Considered the suitability for the engagement
circumstances of Whitbread’s use of
the Applicable Criteria as the basis for
preparing theSubject Matter Information;
• Assessed the appropriateness of the
Subject Matter which is measured or
evaluated against the Applicable Criteria;
• Performed limited substantive testing
on a selective basis of the Underlying
Subject Matter to check that the
information had been appropriately
measured, recorded, collated and
reported, including:
• Agreed or reconciled the Subject
Matter to underlying records;
• Reviewed the data collection and
consolidation processes used to
compile the Subject Matter, including
the data scope and reporting boundaries;
• Agreed a selection of the Subject
Matter to corresponding source
documents, including third-party data;
• Reperformed calculation of the
SubjectMatter;
• Vouched emission factors used to
independent external sources;
• Performed analytical procedures by
comparing year-on-year movements
and making enquiries of management
to obtain explanations for significant
differences from our developed
expectations; and
• Evaluated whether the Subject Matter
Information adequately refers to the
Applicable Criteria; and
• Considered the disclosure and presentation
oftheSubject Matter Information.
Other information
The other information comprises the
information included in the Report, other
than the Subject Matter Information and
ourlimited assurance report thereon.
TheDirectors are responsible for the
otherinformation contained within the
Report. Ourlimited assurance conclusion
does not cover the other information and
we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other
information to identify material inconsistencies
,
if any, with the Subject Matter Information
or our limited assurance report. If, on reading
the other information, we identify such
material inconsistencies or become aware
of a material misstatement of fact in that
other information that is unrelated to
matters appearing in the Subject Matter
Information or ourlimited assurance report,
we discuss the matterwith the Directors
and take further action asappropriate.
Use and distribution
ofourreport
This report, including our conclusion, has
been prepared solely for the confidential
use of the Directors of Whitbread in
accordance with our engagement letter
dated 7 August 2024 and for no other
purpose. To the fullest extent permitted
bylaw, we do not accept or assume
responsibility to anyone other than the
Directors of Whitbread as a body and
Whitbread for our work, for this limited
assurance report or for the conclusions
wehave formed.
INDEPENDENT LIMITED ASSURANCE REPORT CONTINUED
to the Directors of Whitbread PLC
151
Whitbread PLC Annual Report and Accounts 2024/25
This report is released to the Directors on
the basis that it shall not be copied, referred
to, disclosed (in whole or in part) used,
distributed or made available (in whole or in
part) to any other party (save as otherwise
permitted by agreed written terms), without
our express prior written consent. Without
assuming or accepting any responsibility or
liability in respect of this report to any party
other than the Directors of Whitbread as a
body and Whitbread PLC, we acknowledge
that the Directors may choose to make this
report publicly available. Any other party
that chooses to rely on this report (or any
part of it) will do so at their own risk and
RSM UK Risk Assurance Services LLP neither
owes nor accepts any responsibility or duty
to those parties, and shall not be liable for
any loss, damage or expense of whatever
nature caused by their reliance on this
report for any purpose or in any context.
Signed
RSM UK Risk Assurance Services LLP
25 Farringdon Street,
London EC4A 4AB
30 April 2025
Appendix A: Subject Matter Information
The Subject Matter Information subject to limited assurance procedures is set out below. The Subject Matter Information is the reported
results for selected Force for Good performance measures for the 2024/25 reporting period. Whitbread’s Basis of Preparation 2024/25
lists out the Force for Good performance measures and reported results, as well as the Reporting Criteria used to prepare and report on
the Subject Matter Information.
Pillar Force for Good performance measures provided for testing
2024/25 reported performance measure per FFGreport
(Subject Matter Information)
Opportunity
In our leadership population*:
39.5% of female representation
9.3% of ethnic minority representation
* Leadership population is defined by all roles at grades C20+
thatare UK based.
In our leadership population*:
39.5% of female representation
9.3% of ethnic minority representation
* Leadership population is defined by all roles atgrades C20+
thatare UK based.
In our workforce population:
% of female representation:
Female 63.9%
Male 36.1%
% of ethnic minority representation:
Asian/Asian British 9.6%
Black/African 4.5%
Other ethnicity 4.9%
White 70.3%
In our workforce population:
% of female representation:
Female 63.9%
Male 36.1%
% of ethnic minority representation:
Asian/Asian British 9.6%
Black/African 4.5%
Other ethnicity 4.9%
White 70.3%
% of positive responses to the question from our internal
survey – ‘Would you recommend Whitbread as a place
towork?’
UK Operations and Support Centre: 72%
% of positive responses to the question from our internal
survey – ‘Would you recommend Whitbread as a place
towork?’
UK Operations and Support Centre: 72%
Community 21.2% salt reduction based on 2017 baseline 21.2% salt reduction based on 2017 baseline
24.7% sugar reduction based on 2021 baseline 24.7% sugar reduction based on 2021 baseline
3.1% calorie reduction based on 2017 baseline 3.1% calorie reduction based on 2017 baseline
GOVERNANCE
Whitbread PLC Annual Report and Accounts 2024/25
152 GOVERNANCE
Pillar Force for Good performance measures provided for testing
2024/25 reported performance measure per FFGreport
(Subject Matter Information)
Responsibility 100% of whole shell eggs sourced from cage-free hens 100% of whole shell eggs sourced from cage-free hens
85.4% of eggs used as ingredients sourced from
cage-free hens*
* Relates to Whitbread own recipes only.
85.4% of eggs used as ingredients sourced from
cage-free hens*
* Relates to Whitbread own recipes only.
100% of our raw beef range in the UK is produced to a
recognised farm assurance scheme in its country of origin
100% of our raw beef range in the UK is produced to a
recognised farm assurance scheme in its country of origin
31.3% food waste reduction based on 2018/19 baseline
yeardata**
** Excludes waste which occurred due to a cooling system failure
inone of partner’s warehouses in December 2024.
31.3% food waste reduction based on 2018/19 baseline
yeardata**
** Excludes waste which occurred due to a cooling system failure
inone of partner’s warehouses in December 2024.
Scope 1 and 2 greenhouse gas (GHG) footprint –64,407 tonnes Scope 1 and 2 greenhouse gas (GHG) footprint –64,407 tonnes
Scope 1 and 2 GHG reductions based on intensity metrics
based on 2016/17 baseline year data – 59.7%
Scope 1 and 2 GHG reductions based on intensity metrics
based on 2016/17 baseline year data – 59.7%
14.2% reduction in water use per sleeper since 2019/20 14.2% reduction in water use per sleeper since 2019/20
The Basis of Preparation for the above Subject Matter Information is held on the Whitbread PLC website within the Sustainability Reports
and Policies sub-section of the Environmental and Social section.
INDEPENDENT LIMITED ASSURANCE REPORT CONTINUED
to the Directors of Whitbread PLC
Appendix A: Subject Matter Information continued
153
Whitbread PLC Annual Report and Accounts 2024/25
INDEPENDENT AUDITOR’S REPORT
To the members of Whitbread PLC
Report on the audit of the financial statements
1. Opinion
In our opinion:
• the financial statements of Whitbread PLC (the ‘parent company’) and its subsidiaries
(the‘Group’) give a true and fair view of the state of the Group’s and of the parent
company’s affairs as at 27 February 2025 and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with
UnitedKingdom adopted international accounting standards.
• the parent company financial statements have been properly prepared in accordance
with United Kingdom Generally Accepted Accounting Practice, including Financial
Reporting Standard 101 “Reduced Disclosure Framework”; and
• the financial statements have been prepared in accordance with the requirements
oftheCompanies Act 2006.
We have audited the financial statements which comprise:
• the consolidated income statement;
• the consolidated statement of comprehensive income;
• the consolidated and parent company statements of changes in equity;
• the consolidated and parent company balance sheets;
• the consolidated cash flow statement;
• the notes to the consolidated financial statements 1 to 35; and
• the notes to the parent company financial statements 1 to 9.
The financial reporting framework that has been applied in the preparation of the
Groupfinancial statements is applicable law and United Kingdom adopted international
accounting. 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 FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally
Accepted Accounting Practice).
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those standards are further described
in the auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the Group and the parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including
the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other ethical responsibilities in accordance with
these requirements. The non-audit services provided to the Group and parent company for
the year are disclosed in Note 5 to the financial statements. We confirm that we have not
provided any non-audit services prohibited by the FRC’s Ethical Standard to the Group
orthe parent company.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
3. Summary of our audit approach
Key audit matters The key audit matter that we identified in the current year was:
Impairment and impairment reversals of property, plant and
equipment and right-of-use assets
Within this report, key audit matters are identified as follows:
 Newly identified
 Increased level of risk
 Similar level of risk
 Decreased level of risk
Materiality The materiality that we used for the Group financial statements
was £25.0 million (2024: £28.0 million) which represents 4.8% of
profit before tax including gains or losses on property disposals,
but excluding other adjusting items as defined in Note 6. Our
materiality represents 6.8% of statutory profit before tax.
Scoping We identified account balances in scope primarily for Premier Inn
trading entities in the UK & Ireland, and Group head office, with
specified audit procedures performed on one or more classes of
transactions, account balances or disclosures for the Germany
business. These locations account for 91.1% of the Group’s revenues
and 99.6% of total assets.
Significant changes in
our approach
There were no significant changes in our overall approach in the
current year. We continued to identify a key audit matter in relation
to impairment and impairment reversals of property, plant and
equipment and right-of-use assets.
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INDEPENDENT AUDITOR’S REPORT CONTINUED
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Report on the audit of the financial statements continued
4. 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;
• Obtained an understanding of the processes and controls underpinning directors
forecasting of financial performance and cash flow;
• Obtained confirmation of the financing facilities including nature of facilities, repayment
terms and covenants;
• Obtained an understanding of how the directors identify, monitor and manage principal
risks facing the business;
• Assessed the reasonableness of the assumptions used in the business plan, including
performing a retrospective review of previous assumptions and considering the impact
ofthe macroeconomic environment;
• Considered the amount of headroom in the business plans with regards to liquidity
andcovenants;
• Assessed the sensitivity of the headroom in the five-year plan; and
• Assessed the appropriateness of the Group’s disclosure concerning the going concern
basis of preparation.
Based on the work we have performed, we have not identified any material uncertainties
relating to events or conditions that, individually or collectively, may cast significant doubt
on the Group’s and 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 reporting on how the Group has applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the directors’
statement in the financial statements about whether the 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.
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current period and include the
most significant assessed risks of material misstatement (whether or not due to fraud) that
we identified. These matters included those which had the greatest effect on: the overall
audit strategy; the allocation of resources in the audit; and directing the efforts of the
engagement team.
These matters were addressed in the context of our audit of the financial statements as
awhole, and in forming our opinion thereon, and we do not provide a separate opinion
onthese matters.
5.1. Impairment and impairment reversals of property, plant and equipment
and right-of-use assets
Key audit
matter
description
As described in Note 14 (Impairment), Note 13 (Property, plant and
equipment), and Note 22 (Lease arrangements), the Group held £4,677.4
million (2024: £4,627.9 million) of property, plant and equipment and
£3,662.7 million (2024: £3,597.0 million) of right-of-use assets at
27February 2025.
Overall
Under IAS 36 Impairment of Assets (“IAS 36”), the Group is required to
complete an impairment review of its site portfolio where there are
indicators of impairment. The net impairment charge for the year of £76.5
million is comprised of £22.5 million charge on sites in Germany and £54.0
million charge on UK sites, of which £43.5 million relates to sites impacted
by the Accelerating Growth Plan (“AGP”), and has been recognised through
the consolidated income statement, within Adjusting items (Note 6).
Estimation and judgement is required in determining the recoverable
amount of the Group’s portfolio of sites. There is a risk that the carrying
value of sites, including the property, plant and equipment and right-of-use
assets, may be higher than the recoverable amount, which would indicate
animpairment is required. There is also a risk that the recoverable value of
previously impaired sites is higher than the carrying value, which would
indicate an impairment reversal is required. Where an impairment review is
performed, the recoverable amount is determined based on the higher of
value-in-use or fair value less costs of disposal, which is determined through
the use of either a discounted cash flow method using a market based
discount rate or an industry valuation methodology.
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Key audit
matter
description
continued
Sites impacted by the AGP
In the current year, as part of the AGP, a number of food and beverage sites
will be disposed of through agreed transactions or future sales, with further
sites being converted into new hotel rooms as part of the extension
programme. The impact of these strategy changes has led to an increase
inthe judgement and complexity in the impairment assessment relating to
these impacted sites. The Group has recognised a total impairment charge
of £51.0 million and impairment reversal of £7.5 million relating to sites
impacted by the AGP.
With regards to the sites covered by the extension programme, judgement
and estimation is required to assess whether sites whose financial
performance has been impacted by the AGP should be impaired, as well as
in determining the point at which the Group is committed to the change in
use and should therefore, reassess the remaining useful economic life of
relevant property, plant and equipment in accordance with IAS 16 Property,
plant and equipment (“IAS 16”).
For sites which are planned for disposal as part of the AGP, the Group has
determined that a portion of these sites meet the classification criteria as
held for sale per IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations (“IFRS 5”). When sites are held for sale, they must be held at the
lower of carrying amount and fair value less costs to sell, with any impairment
or impairment reversal recognised. The fair value has been determined
based on current prices in an active market for similar properties.
Report on the audit of the financial statements continued
5. Key audit matters continued
5.1. Impairment and impairment reversals of property, plant and equipment
and right-of-use assets continued
Estimates and judgements
Estimates and judgement is required in assessing the appropriate treatment
under IAS 36, IFRS 5 and IFRS 13 Fair Value Measurement (“IFRS 13”), which
are set out below:
• Determining the cash-generating units (“CGUs”) that show indicators
of impairment or impairment reversal. A CGU is determined to be each
individual trading outlet;
• Calculation of the appropriate discount and long-term growth rates;
• Estimates of future trading earnings and cash flow projections, including
the impact of the AGP;
• Assessing whether sites to be disposed of as part of AGP meet the criteria
of held for sale as per IFRS 5;
• Estimating the fair value of property assets to be disposed of;
• Assessing the future growth profile of sites which have not yet reached maturity;
• Considering the appropriateness of the valuation methodology, as well as
inputs to these; and
• Estimating a reasonable possible change in assumptions for the purpose
of sensitivity analysis.
The Group’s accounting policy on impairment, the critical judgements and
key sources of estimation uncertainty in relation to impairment testing are
disclosed in the financial statements. In addition, Impairment testing –
property, plant and equipment and right-of-use assets is also a significant
matter considered by the Audit Committee, as discussed on page 109.
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How the
scope of
ouraudit
responded to
the key audit
matter
We performed the following audit procedures in response to the identified
key audit matter:
• Obtained an understanding of the relevant controls relating to the
impairment review process and determination of cash flow forecasts;
• Challenged the valuation methodologies adopted to identify impairment
indicators, including the consistency of these with the requirements of
IAS 36, IFRS 5 and IFRS 13;
• Tested the mechanical accuracy of the impairment models, with input
from our analytics and modelling specialists;
• Assessed the completeness of CGUs displaying impairment indicators
or impairment reversal indicators by challenging a sample of CGUs for
which no indicators had been identified;
• Assessed the appropriateness of the discount rates applied in
conjunction with our internal valuation specialists and compared the
rates applied with our internal benchmarking data;
• Performed testing on a sample of sites where impairment had been
recognised, sites where impairment indicators had been identified, but
no impairment recognised, and sites which indicated an impairment
reversal was required; we challenged the individual circumstances of
these sites and whether the rationale for conclusion was appropriate. In
order to perform this assessment, we considered the trading history of
each site, understood its current performance with reference to market
data and challenged the appropriateness of site-wide forecasts being
applied, where appropriate;
• Assessed the sensitivity analysis performed by management; and
• Assessed the completeness and accuracy of disclosures within the
financial statements with reference to relevant IFRS requirements.
In addition to the above, we have performed the following procedures
inresponse to sites impacted by the AGP:
• Performed inquiries with key management personnel to understand
thelatest status of the programme;
• Assessed the appropriateness of the impairment assessment of
extension sites through comparison to board approved plans; this was
done with reference to historical forecasting accuracy and external
market data such as industry forecasts;
Report on the audit of the financial statements continued
5. Key audit matters continued
5.1. Impairment and impairment reversals of property, plant and equipment and
right-of-use assets continued
• Assessed the judgement reached as to when the Group is committed to
the change in use and must reassess the remaining useful economic life
of relevant property, plant and equipment in accordance with IAS 16;
• Assessed whether the criteria of IFRS 5 are met for sites which are held
for sale; and
• Assessed the appropriateness of the fair value of property assets to
be disposed of in conjunction with our internal real estate specialists
and compared valuations to external comparable transactions or offers
received.
Key
observations
Based on the audit procedures performed, we are satisfied that the
impairment and impairment reversals recognised in the year are
appropriate. We consider the disclosures, including the sensitivities
inNote14, to be appropriate.
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that
makes it probable that the economic decisions of a reasonably knowledgeable person
would be changed or influenced. We use materiality both in planning the scope of our audit
work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial
statements as a whole as follows:
Group financial statements Parent company financial statements
Materiality £25.0 million (2024: £28.0 million) £21.2 million (2024: £23.8 million)
Basis for
determining
materiality
We have determined materiality to
be £25.0 million based on 4.8%
(2024: 5.0%) of profit before tax,
before adjusting items normalised for
gains on property disposals, which
represents 6.8% (2024: 6.2%) of
statutory profit before tax.
Materiality was determined
onthe basis of the parent
company’s net assets. This was
then capped at 85% of Group
materiality. In the prior year,
thiswas also capped at 85%
ofGroup materiality.
Rationale for
thebenchmark
applied
In determining the benchmark for the
current year, we have considered the
focus of the users of the financial
statements on the Group’s trading
performance and determined that
profit before tax including gains or
losses on property disposals, but
excluding other adjusting items is
themost appropriate benchmark,
consistent with our approach in the
prior year.
The entity is non-trading and
contains investments in all the
Group’s trading components
and as a result, in line with prior
year, we have determined
materiality using net assets
asour benchmark for the
current year.
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Report on the audit of the financial statements continued
6. Our application of materiality continued
6.1. Materiality continued
Adjusted PBT*  Group Materiality
Adjusted PBT*
£519m
Group materiality £25.0m
Component materiality range
£7.0m to £16.6m
Audit Committee reporting
threshold £1.3m
* Profit before tax including gains or losses on property disposals, but excluding other adjusted items.
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability
that, in aggregate, uncorrected and undetected misstatements exceed the materiality for
the financial statements as a whole.
Group financial statements Parent company financial statements
Performance
materiality
70% (2024: 70%) of
Groupmateriality
70% (2024: 70%) of parent company
materiality
Basis and
rationale
fordetermining
performance
materiality
In determining performance materiality, we considered the
followingfactors:
• Our understanding of the entity and its environment, including our
assessment of the Group’s overall control environment;
• Our cumulative knowledge of the Group, including the nature,
quantum and volume of corrected and uncorrected misstatements
inprior periods; and
• Our understanding of accounting issues that require significant judgement.
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit
differences in excess of £1.3 million (2024: £1.4 million), as well as differences below that
threshold that, in our view, warranted reporting on qualitative grounds. We also report to
the Audit Committee on disclosure matters that we identified when assessing the overall
presentation of the financial statements.
7. An overview of the scope of our audit
7.1. Identification and scoping of components
Our Group audit was scoped by obtaining an understanding of the Group and its environment,
including Group-wide controls and assessing the risks of material misstatement at the Group
level. The Group has three (2024: three) reporting units and the financial statements reflect
a consolidation of entities covering centralised functions, operating units, and non-trading
legal entities. Components were selected to provide an appropriate basis for undertaking
audit work to address the risks of material misstatement.
Our scoping consisted of performing a risk-based approach considering both quantitative
and qualitative factors to obtain sufficient appropriate audit evidence to address the risk of
material misstatement over the Group financial statements. Based on our assessment, we
have focused our audit on the UK & Ireland business, which was subject to an audit of its
entire financial information, and performed audit procedures on one or more classes of
transactions, account balances or disclosures for the German business. The Group audit
team performed this work with the assistance of component auditors in Germany. The
scope of our audit procedures covered 91.1% of the Group’s revenues and 99.6% of total
assets within the Group. For the UK & Ireland business, component performance materiality
was assessed at £16.6 million and for Germany this was assessed at £7.0 million.
At the Group level, we also tested the consolidation process and have performed analytical
review procedures on other wholly owned and joint venture businesses.
Review at group level 9%
Full audit scope 91%
Review at group level <1%
Full audit scope >99%
Revenue Total assets
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INDEPENDENT AUDITOR’S REPORT CONTINUED
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Report on the audit of the financial statements continued
7. An overview of the scope of our audit continued
7.2. Our consideration of the control environment
The Whitbread IT landscape contains a number of IT systems, applications and tools used
to support business processes and for reporting. In line with our scoping of components
(refer to section 7.1) our work in relation to IT controls focused on the UK component. We
performed an independent risk assessment of the systems, applications and tools to
determine those which are of greatest relevance to the Group’s financial reporting,
including those that contain system configured automated controls that host financially
relevant data and associated reports. In addition, we tested the relevant manual business
controls alongside the automated controls.
With involvement from our IT specialists, we performed testing of General IT Controls
(“GITCs”) of these systems, typically covering controls over user access management,
change management and interfaces with other systems relating to in scope IT systems
(including Oracle Fusion) as well as controls over key reports generated from the IT
systems and their supporting infrastructure (database and operating system). We also
performed certain procedures over the hotel management system implemented last year.
In order to evaluate IT controls, we performed walkthrough procedures of relevant controls
in key business cycles, including revenue, property, plant and equipment, right-of-use
assets, lease liabilities and expenditure (processed through Oracle Fusion) to understand
whether the purpose of the control was effectively designed to address the IT related risk.
We then performed testing of the relevant controls across the audit period, to determine
whether the control had been consistently applied as designed.
Our procedures enabled us to place reliance on IT controls, as planned, in the audit
approach across a number of business cycles, where audit quality and effectiveness are
enhanced by doing so. Based on the testing performed, we adopted a controls reliance
approach over the processes supporting revenue, expenditure (processed through Oracle
Fusion), right-of-use assets, lease liabilities, and additions to property, plant and equipment.
The Board’s discussion of the internal controls and risk management framework is set out
on page 97.
7.3. Our consideration of climate-related risks
As described on pages 72 to 82, the Group has assessed the risks and opportunities
associated with various future climate-related scenarios. The Group’s full Task Force on
Climate-Related financial disclosures report outlines the process they have taken to identify
the principal climate-related issues which have affected and will potentially affect the
business. We have considered the Group’s assessment of the impact of these risks and
theopportunities on the financial statements and their conclusion that there is no material
impact on the financial performance and position of the Group (as described in Note 2 to
the financial statements).
As part of our risk assessment procedures, we have performed the following:
• Obtained an understanding of the Group’s process and controls in considering the
impact of climate risks;
• Performed enquiries of management and those charged with governance to understand
the impact of climate-related risks;
• Assessed whether the risks identified by the entity are complete and consistent with
ourunderstanding of the entity;
• Performed a review of the climate change risk assessment and related documentation
prepared by management including the basis for the quantification of risks and
opportunities, and read the Task Force on Climate-related financial disclosures report on
page 73 to consider whether they are materially consistent with the financial statements
and our knowledge obtained in the audit; and
• Evaluated whether appropriate disclosures have been made in relation to climate-related
risks in the financial statements.
7.4. Working with other auditors
The Group audit team is responsible for the scope and direction of the audit process and
provides direct oversight, review and coordination of our component audit team. During
the current year we engaged component auditors from the Deloitte member firm in
Germany to perform specific procedures on the German entities. This approach allowed us
to engage local auditors who have appropriate knowledge of local regulations to perform
this audit work. We issued detailed instructions to the component auditor and directed,
supervised, and reviewed their work.
We interacted regularly with the component team during each stage of the audit and
reviewed key working papers. We maintained continuous and open dialogue with our
component teams in addition to holding formal meetings so that we were fully aware
oftheir progress and results of their procedures.
8. Other information
The other information comprises the information included in the annual report, strategic
report on pages 2 to 89 and the governance reports on pages 90 to 152, other than the
financial statements and our auditor’s report thereon. The directors are responsible for
theother information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except
to the extent otherwise explicitly stated in 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.
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Report on the audit of the financial statements continued
8. Other information continued
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.
9. Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, 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.
10. Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these
financial statements.
A further description of our responsibilities for the audit of the financial statements is
located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
11. Extent to which the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
We design procedures in line with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities,
including fraud and non-compliance with laws and regulations, we considered the following:
• The nature of the industry and sector, control environment and business performance
including the design of the Group’s remuneration policies, key drivers for directors’
remuneration, bonus levels and performance targets;
• Results of our enquiries of management, internal audit, the directors and the Audit
Committee about their own identification and assessment of the risks of irregularities,
including those that are specific to the Group’s sector;
• Any matters we identified having obtained and reviewed the Group’s documentation
oftheir policies and procedures relating to:
• Identifying, evaluating and complying with laws and regulations and whether they
wereaware of any instances of non-compliance;
• Detecting and responding to the risks of fraud and whether they have knowledge
ofany actual, suspected or alleged fraud; and
• The internal controls established to mitigate risks of fraud or non-compliance with laws
and regulations;
• The matters discussed among the audit engagement team including the component
audit team in Germany, and relevant internal specialists, including tax, valuations,
pensions, IT, real estate, and industry specialists regarding how and where fraud might
occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may
exist within the organisation for fraud and identified the greatest potential for fraud in the
following area: impairment and impairment reversals of property, plant and equipment and
right-of-use assets. In common with all audits under ISAs (UK), we are also required to
perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the Group
operates in, focusing on provisions of those laws and regulations that had a direct effect on
the determination of material amounts and disclosures in the financial statements. The key
laws and regulations we considered in this context included the UK Companies Act, Listing
Rules, pensions legislation, UK corporate governance legislation, tax legislation, and health
and safety legislation.
In addition, we considered provisions of other laws and regulations that do not have a
direct effect on the financial statements but compliance with which may be fundamental
tothe Group’s ability to operate or to avoid a material penalty.
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Report on the audit of the financial statements continued
11. Extent to which the audit was considered capable of detecting irregularities,
including fraud continued
11.2. Audit response to risks identified
As a result of performing the above, we identified impairment and impairment reversals of
property, plant and equipment and right-of-use assets as a key audit matter related to the
potential risk of fraud. The key audit matters section of our report explains the matter in
more detail and also describes the specific procedures we performed in response to that
key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
• Reviewing the financial statement disclosures and testing to supporting documentation
to assess compliance with provisions of relevant laws and regulations described as
having a direct effect on the financial statements;
• Enquiring of management, the Audit Committee and General Counsel concerning actual
and potential litigation and claims;
• Performing analytical procedures to identify any unusual or unexpected relationships that
may indicate risks of material misstatement due to fraud;
• Reading minutes of meetings of those charged with governance, reviewing internal audit
reports and reviewing correspondence with relevant tax authorities; and
• In addressing the risk of fraud through management override of controls, testing
the appropriateness of journal entries and other adjustments; 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.
We also communicated relevant identified laws and regulations and potential fraud risks
toall engagement team members including internal specialists and significant component
audit teams, and remained alert to any indications of fraud or non-compliance with laws
and regulations throughout the audit.
Report on other legal and regulatory requirements
12. 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.
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 any material
misstatements in the strategic report or the directors’ report.
13. Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement relating to the
Group’s compliance with the provisions of the UK Corporate Governance Code specified for
our review.
Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the Corporate Governance Statement is materially consistent with
the financial statements and our knowledge obtained during the audit:
• The directors’ statement with regards to the appropriateness of adopting the going
concern basis of accounting and any material uncertainties identified set out on page 147;
• The directors’ explanation as to its assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate set out on page 70;
• The directors’ statement on fair, balanced and understandable set out on page 109;
• The board’s confirmation that it has carried out a robust assessment of the emerging
andprincipal risks set out on page 62;
• The section of the annual report that describes the review of effectiveness of risk
management and internal control systems set out on page 110; and
• The section describing the work of the Audit Committee set out on page 108.
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• We have not received all the information and explanations we require for our audit; or
• 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 are not in agreement with the accounting
records and returns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain
disclosures of directors’ remuneration have not been made or the part of the directors’
remuneration report to be audited is not in agreement with the accounting records
andreturns.
We have nothing to report in respect of these matters.
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Report on other legal and regulatory requirements continued
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the Audit Committee, we were appointed by members
on 21 June 2015 to audit the financial statements for the year ending 3 March 2016 and
subsequent financial periods. The period of total uninterrupted engagement including
previous renewals and reappointments of the firm is 10 years covering the years ending
3March 2016 to 27 February 2025.
15.2. Consistency of the audit report with the additional report to the
AuditCommittee
Our audit opinion is consistent with the additional report to the Audit Committee we are
required to provide in accordance with ISAs (UK).
16. 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 Rule (DTR) 4.1.15R – DTR 4.1.18R, these financial statements form part of the
Electronic Format Annual Financial Report filed on the National Storage Mechanism of the
FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no
assurance over whether the Electronic Format Annual Financial Report has been prepared
in compliance with DTR 4.1.15R – DTR 4.1.18R.
Kate J Houldsworth FCA
(Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, UK
30 April 2025
FINANCIAL STATEMENTS
Whitbread PLC Annual Report and Accounts 2024/25
162
CONSOLIDATED INCOME STATEMENT
Year ended 27 February 2025
52 weeks to 27 February 2025
52 weeks to 29 February 2024
BeforeAdjusting BeforeAdjusting
adjusting items adjusting items
items(Note 6)Total items(Note 6)Total
Notes£m£m£m£m£m£m
Continuing operations
Revenue
3
2,921.9
—
2,921.9
2,959.9
—
2,959.9
Other income
4
6.5
0.9
7.4
6.7
6.9
13.6
Operating costs
5
(2,303.5)
(116.5)
(2,420.0)
(2,296.5)
(125.2)
(2,421.7)
Operating profit before joint ventures
624.9
(115.6)
509.3
670.1
(118.3)
551.8
Share of profit from jointventures
16
4.7
—
4.7
4.1
8.9
13.0
Operating profit
3
629.6
(115.6)
514.0
674.2
(109.4)
564.8
Finance costs
8
(188.5)
—
(188.5)
(179.3)
—
(179.3)
Finance income
8
42.3
—
42.3
66.2
—
66.2
Profit before tax
3
483.4
(115.6)
367.8
561.1
(109.4)
451.7
Tax expense
9
(134.4)
20.3
(114.1)
(159.9)
20.3
(139.6)
Profit forthe year
349.0
(95.3)
253.7
401.2
(89.1)
312.1
Earnings per share
(Note 10)
52 weeks to 27 February 2025
52 weeks to 29 February 2024
pence
pence
pence
pence
pence
pence
Basic
194.6
(53.1)
141.5
206.9
(45.9)
161.0
Diluted
193.4
(52.8)
140.6
205.5
(45.6)
159.9
FINANCIAL STATEMENTS
163
Whitbread PLC Annual Report and Accounts 2024/25
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended 27 February 2025
52 weeks to52 weeks to
27 February29 February
20252024
Notes£m£m
Profit for the year
253.7
312.1
Items that will not be reclassified to the income statement:
Remeasurement loss on defined benefit pension scheme
32
(51.7)
(188.2)
Current tax on defined benefit pension scheme
9
(1.8)
(10.0)
Deferred tax on defined benefit pension scheme
9
14.4
59.5
(39.1)
(138.7)
Items that may be reclassified subsequently to the income statement:
Net gain/(loss) on cash flow hedges:
Net fair value movement
25
5.7
(14.6)
Reclassified and reported in the consolidated income statement
25
8.8
—
Deferred tax on cash flow hedges
9
(3.6)
4.3
Net gain on hedge of a net investment
25
16.1
10.4
Current tax on hedge of a net investment
9
(2.1)
(1.2)
Cost of hedging
25
1.1
1.1
26.0
—
Exchange differences on translation of foreign operations
(20.9)
(21.7)
Current tax on exchange differences on translation offoreign operations
9
2.4
2.7
(18.5)
(19.0)
Other comprehensive loss for the year, net of tax
(31.6)
(157.7)
Total comprehensive income for the year, net of tax
222.1
154.4
FINANCIAL STATEMENTS
Whitbread PLC Annual Report and Accounts 2024/25
164
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Year ended 27 February 2025
Capital Currency
redemption Retained translation
Share capitalShare premiumreserveearningsreserveOther reservesTotal
(Note 27)(Note 28)(Note 28)(Note 28)(Note 28)(Note 28)equity
£m£m£m£m£m£m£m
At 2 March 2023
164.9
1,026.6
50.2
5,230.1
35.0
(2,395.4)
4,111.4
Profit for the year
—
—
—
312.1
—
—
312.1
Other comprehensive loss
—
—
—
(138.7)
(9.1)
(9.9)
(157.7)
Total comprehensive income/(loss)
—
—
—
173.4
(9.1)
(9.9)
154.4
Ordinary shares issued on exercise of employee share options
0.2
5.2
—
—
—
—
5.4
Loss on ESOT shares issued
—
—
—
(6.4)
—
6.4
—
Accrued share-based payments
—
—
—
15.8
—
—
15.8
Tax on share-based payments
—
—
—
0.5
—
—
0.5
Equity dividends paid
—
—
—
(164.7)
—
—
(164.7)
Share buy-back, commitment and cancellation
(13.3)
—
13.3
(603.4)
—
—
(603.4)
At 29 February 2024
151.8
1,031.8
63.5
4,645.3
25.9
(2,398.9)
3,519.4
Profit for the year
—
—
—
253.7
—
—
253.7
Other comprehensive (loss)/income
—
—
—
(39.1)
(3.9)
11.4
(31.6)
Total comprehensive income/(loss)
—
—
—
214.6
(3.9)
11.4
222.1
Ordinary shares issued (Note 27)
0.1
7.0
—
—
—
—
7.1
Loss on ESOT shares issued
—
—
—
(8.1)
—
8.1
—
Accrued share-based payments (Note 31)
—
—
—
16.8
—
—
16.8
Tax on share-based payments
—
—
—
(0.8)
—
—
(0.8)
Equity dividends paid
—
—
—
(178.1)
—
—
(178.1)
Share buy-back, commitment and cancellation
(6.8)
—
6.8
(252.0)
—
—
(252.0)
Conversion of preference share capital
0.1
(0.1)
—
—
—
—
—
At 27 February 2025
145.2
1,038.7
70.3
4,437.7
22.0
(2,379.4)
3,334.5
FINANCIAL STATEMENTS
165
Whitbread PLC Annual Report and Accounts 2024/25
CONSOLIDATED BALANCE SHEET
At 27 February 2025
27 February 29 February
20252024
Notes£m£m
Assets
Intangible assets
12
174.3
185.0
Right-of-use assets
22
3,662.7
3,597.0
Property, plant and equipment
13
4,677.4
4,627.9
Investment in joint ventures
16
54.4
50.8
Derivative financial instruments
25
—
3.8
Defined benefit pension surplus
32
134.6
165.2
Total non-current assets
8,703.4
8,629.7
Inventories
17
17.1
21.2
Derivative financial instruments
25
19.9
—
Trade and other receivables
18
127.1
119.3
Cash and cash equivalents
19
909.0
696.7
Total current assets
1,073.1
837.2
Assets classified as held for sale
15
128.2
54.4
Total assets
9,904.7
9,521.3
Liabilities
Borrowings
20
450.0
—
Lease liabilities
22
167.0
155.6
Provisions
23
27.6
10.3
Derivative financial instruments
25
1.4
11.5
Current tax liabilities
12.2
10.2
Trade and other payables
26
660.8
670.5
Other financial liabilities
25
—
12.3
Total current liabilities
1,319.0
870.4
Borrowings
20
942.4
994.9
Lease liabilities
22
4,066.8
3,942.8
Provisions
23
7.2
8.3
Derivative financial instruments
25
—
4.4
Deferred tax liabilities
9
234.8
181.1
Total non-current liabilities
5,251.2
5,131.5
Total liabilities
6,570.2
6,001.9
Net assets
3,334.5
3,519.4
27 February 29 February
20252024
Notes£m£m
Equity
Share capital
27
145.2
151.8
Share premium
28
1,038.7
1,031.8
Capital redemption reserve
28
70.3
63.5
Retained earnings
28
4,437.7
4,645.3
Currency translation reserve
28
22.0
25.9
Other reserves
28
(2,379.4)
(2,398.9)
Total equity
3,334.5
3,519.4
Dominic Paul
Chief Executive
30 April 2025
Hemant Patel
Chief Financial Officer
FINANCIAL STATEMENTS
Whitbread PLC Annual Report and Accounts 2024/25
166
CONSOLIDATED CASH FLOW STATEMENT
Year ended 27 February 2025
52 weeks to 52 weeks to
27 February 29 February
20252024
Notes£m£m
Cash generated from operations
29
1,004.5
1,086.7
Payments against provisions
(15.5)
(5.0)
Defined benefit pension payments
32
(17.9)
(17.5)
Interest paid on lease liabilities
22
(166.7)
(154.9)
Interest paid on other items
(26.0)
(26.3)
Interest received
33.5
48.2
Corporation taxes paid
(50.2)
(53.3)
Net cash flows from operating activities
761.7
877.9
Cash flows used in investing activities
Cash paid in advance for purchase of property
(12.2)
—
Purchase of property, plant and equipment
3
(466.4)
(479.9)
Proceeds from disposal of property, plant and equipment
136.5
56.9
Investment in intangible assets
3
(19.6)
(28.6)
Payment of deferred and contingent consideration
(1.9)
—
Distributions received from joint ventures
16
1.2
7.7
Net cash flows used in investingactivities
(362.4)
(443.9)
Cash flows used in financing activities
Proceeds from issue of ordinary shares
27
7.1
5.4
Proceeds from issuance of debt
398.3
—
Payment of facility fees and costs of long-term borrowings
(3.1)
(0.8)
Net lease incentives received/(paid)
2.7
(2.7)
Payment of principal of lease liabilities
(148.7)
(147.1)
Purchase of own shares, including transaction costs
27
(264.3)
(591.1)
Dividends paid
11
(178.1)
(164.7)
Net cash flows used in financing activities
(186.1)
(901.0)
Net increase/(decrease) in cash and cash equivalents
21
213.2
(467.0)
Opening cash and cash equivalents
21
696.7
1,164.8
Foreign exchange differences
21
(0.9)
(1.1)
Closing cash and cash equivalents
19
909.0
696.7
FINANCIAL STATEMENTS
167
Whitbread PLC Annual Report and Accounts 2024/25
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 27 February 2025
1. General information and authorisation of consolidated
financial statements
The consolidated financial statements of Whitbread PLC for the year ended 27 February 2025
were authorised for issue by the Board of directors on 30 April 2025. Whitbread PLC is a
public company limited by shares incorporated in the United Kingdom under the Companies
Act and is registered in England and Wales. The Company’s ordinary shares are traded on
the London Stock Exchange. The address of the registered office is shown on page 147.
Whitbread PLC and its subsidiaries and joint ventures operate hotels and restaurants
located in the UK and internationally.
2. Accounting policies
Basis of accounting and preparation
The consolidated financial statements of Whitbread PLC and all its subsidiaries have
been prepared in accordance with International Accounting Standards in conformity
with the requirements of the Companies Act 2006 and UK-adopted International
Accounting Standards.
The consolidated financial statements have been prepared on the historical cost basis,
except for certain financial instruments that are measured at fair value at the end of each
reporting period, assets classified as held for sale and the defined benefit pension scheme
as explained in the accounting policies below.
The consolidated financial statements are presented in pounds sterling and all values are rounded
to the nearest hundred thousand except when otherwise indicated. The financial year represents
the 52 weeks to 27 February 2025 (prior financial year: 52 weeks to 29 February 2024).
Going concern
A combination of the strong cash flows generated by the business and the sufficient
available headroom on its credit facilities supports the directors’ view that the Group
has sufficient funds available to meet its foreseeable working capital requirements. At the
balance sheet date, these credit facilities include both the newly issued £400m notes and
the £450m notes maturing in October 2025. In reaching this conclusion, the directors
have considered all elements of the capital allocation framework. The directors have also
determined that, over the period of the going concern assessment, there is not expected
to be a significant impact as a result of climate change.
The directors have therefore concluded that the going concern basis of preparation
remains appropriate.
Changes in accounting policies
The accounting policies adopted in the preparation of these consolidated financial
statements are consistent with those followed in the preparation of the consolidated
financial statements for the year ended 29 February 2024, except for the adoption of the
new standards and policies applicable for the year ended 27 February 2025. The significant
accounting policies adopted during the year are set out below. They have been assessed
as not having a material financial impact.
The Group has applied the following standards and amendments for the first time for
the annual reporting period commencing 1 March 2024:
• Amendments to IAS 1 – Classification of Liabilities as Current or Non-Current
(effective for periods beginning on or after 1 January 2024)
• Amendments to IAS 1 – Non-current Liabilities with Covenants (effective for periods
beginning on or after 1 January 2024)
• Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback (effective for periods
beginning on or after 1 January 2024)
• Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements (effective for periods
beginning on or after 1 January 2024)
Standards issued by the IASB not effective for the current year and not early
adopted by the Group
Whilst the following standards and amendments are relevant to the Group, they have been
assessed as not having a material impact nor additional disclosure requirements at this time:
• Amendments to IAS 21 – Lack of Exchangeability (effective for periods beginning on
or after 1 January 2025)
• Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial
Instruments (effective for periods beginning on or after 1 January 2026)
• Annual improvements to IFRS – volume 11 (effective for periods beginning on or after
1 January 2026)
• IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective for periods
beginning on or after 1 January 2027)
The impact of the following is under assessment – IFRS 18 ‘Presentation and disclosures
in financial statements’, which will become effective in the consolidated Group financial
statements for the financial year end 26 February 2028, subject to UK endorsement.
The Group does not intend to early adopt any of these new standards or amendment.
Basis of consolidation
The consolidated financial statements incorporate the accounts of Whitbread PLC and all its
subsidiaries, together with the Group’s share of the net assets and results of joint ventures
incorporated using the equity method of accounting. These are adjusted, where appropriate,
to conform to Group accounting policies. The financial statements of significant trading
subsidiaries are prepared for the same reporting year as the parent company.
A subsidiary is an entity controlled by the Group. Control is achieved when the Company:
• has power over the investee;
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affect its returns.
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
168
Whitbread PLC Annual Report and Accounts 2024/25
FINANCIAL STATEMENTS
2. Accounting policies continued
Basis of consolidation continued
The Company reassesses whether or not it controls an investee if facts and circumstances
indicate that there are changes to one or more of the three elements of control listed above.
Apart from the acquisition of Whitbread Group PLC by Whitbread PLC in 2000/01, which
was accounted for using merger accounting, acquisitions by the Group are accounted for
under the acquisition method and any goodwill arising is capitalised as an intangible asset.
The results of subsidiaries acquired or disposed of during the year are included in the
consolidated financial statements from, or up to, the date that control passes respectively.
All intra-Group transactions, balances, income and expenses are eliminated on consolidation.
Unrealised losses are also eliminated, unless the transaction provides evidence of an
impairment of the asset transferred.
Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration
transferred in a business combination is measured at fair value, which is calculated as the
sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred
by the Group to the former owners of the acquiree and any equity interest issued by the
Group in exchange for control of the acquiree. Acquisition-related costs are recognised in
the consolidated income statement as incurred.
When the consideration transferred by the Group in a business combination includes
contingent consideration, the contingent consideration is measured at its acquisition-date
fair value and included as part of the consideration transferred in a business combination.
Changes in fair value of the contingent consideration that qualify as measurement period
adjustments are adjusted retrospectively, with corresponding adjustments against goodwill.
Measurement period adjustments are adjustments that arise from additional information
obtained during the ‘measurement period’ (which cannot exceed one year from the
acquisition date) about facts and circumstances that existed at the acquisition date.
Changes in the fair value of the contingent consideration at subsequent reporting dates
that do not qualify as measurement period adjustments are recognised within finance costs
in the consolidated income statement, unless the contingent consideration is classified
as equity.
If the initial accounting for a business combination is incomplete by the end of the reporting
period in which the combination occurs, the Group reports provisional amounts for the
items for which the accounting is incomplete. Those provisional amounts are adjusted
during the measurement period (see above), or additional assets or liabilities are recognised,
to reflect new information obtained about facts and circumstances that existed as of the
acquisition date that, if known, would have affected the amounts recognised as of that date.
Goodwill
Goodwill arising on acquisition is capitalised and represents the excess of the fair value of
consideration over the value of the Group’s interest in the identifiable assets and liabilities
of a subsidiary, at the date of acquisition. Goodwill is not amortised but reviewed for
impairment annually, or more frequently if events or changes in circumstances indicate
that the carrying value may be impaired. On disposal of a subsidiary, the attributable
amount of goodwill is included in the determination of the profit or loss on disposal.
Intangible assets
Intangible assets are carried at cost less accumulated amortisation and accumulated
impairment losses.
Intangible assets acquired separately from a business are carried initially at cost.
An intangible asset acquired as part of a business combination is recognised at fair
value, separately from goodwill if the asset is separable, or arises from contractual
or other legal rights, and its fair value can be measured reliably.
Amortisation of IT software and technology is calculated on a straight-line basis over
the estimated life which varies between three and ten years.
The carrying values are reviewed for impairment if events or changes in circumstances
indicate that they may not be recoverable.
Software as a Service (SaaS) arrangements
SaaS arrangements are service contracts providing the Company with the right to access
the cloud provider’s application software over the contract period. Costs incurred to
configure or customise, and the ongoing fees to obtain access to the cloud provider’s
application software, are recognised as operating expenses when the services are received.
Some of these costs incurred are for the development of software code that enhances
or modifies, or creates additional capability to, existing on-premise systems and meets
the definition of and recognition criteria for an intangible asset. These costs are recognised
as intangible software assets and amortised over the useful life of the software on a
straight-line basis. The useful lives of these assets are reviewed at least at the end of
each financial year, and any change accounted for prospectively as a change in
accounting estimate.
169
Whitbread PLC Annual Report and Accounts 2024/25
2. Accounting policies continued
Property, plant and equipment
Property, plant and equipment acquired separately from a business are stated at cost less
accumulated depreciation and impairment. Gross interest costs incurred on the financing of
qualifying assets are capitalised until the time that the assets are available for use. Property,
plant and equipment acquired as part of a business combination are recognised at fair value.
Depreciation is calculated on a straight-line basis over the estimated useful life of the asset
as follows:
• freehold land is not depreciated;
• freehold and long leasehold buildings are depreciated to their estimated residual values
over periods up to 50 years; and
• plant and equipment is depreciated over 3 to 25 years.
The residual values and estimated useful lives are reviewed annually.
Profits or losses on disposal of property, plant and equipment reflect the difference
between net selling price and carrying amount at the date of disposal and are recognised
in the consolidated income statement.
Leases
Right-of-use assets
A contract contains a lease if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for consideration, these assets are called
right-of-use assets. The Group recognises right-of-use assets for hotel and restaurant
properties along with other equipment at the commencement date of the lease (i.e. the
date the underlying asset is available for use). Right-of-use assets are measured at cost,
less any accumulated depreciation and impairment losses, and adjusted for any remeasurement
of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities
recognised, initial direct costs incurred, and lease payments made at or before the
commencement date, less any lease incentives received. Unless the Group is reasonably
certain to obtain ownership of the leased asset at the end of the lease term, the recognised
right-of-use asset is depreciated over the shorter of its estimated useful life and lease term.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured
at the present value of lease payments to be made over the lease term. The lease payments
include fixed payments and variable lease payments that depend on an index or a rate less
any lease incentives receivable. Variable lease payments that do not depend on an index or
a rate (e.g. turnover rent) are recognised as an expense in the period over which the event
or condition that triggers the payment occurs. The Group incurs service charges on property
leases which are non-lease components of the contract under IFRS 16 and therefore these
charges are recorded separately within operating costs.
In calculating the present value of lease payments, the Group uses the incremental
borrowing rate at the lease commencement date if the interest rate implicit in the lease
is not readily determinable. Incremental borrowing rates are determined quarterly and
depend on the country, currency and start date of the lease. The incremental borrowing
rate is determined based on a series of inputs including: the risk-free rate based on
government bond rates; a country-specific risk adjustment; and a credit risk adjustment
based on the Group’s credit rating.
After the commencement date, the amount of lease liabilities is increased to reflect lease
interest charges and reduced for lease payments made. In addition, the carrying amount
of lease liabilities is remeasured if there is a modification or a change in the lease term.
Cash outflows relating to lease interest are recorded within net cash flows from operating
activities and cash outflows relating to principal repayments are included within net cash
flows from financing activities in the consolidated cash flow statement.
Sale and leaseback
A sale and leaseback transaction occurs when the Group sells an asset and immediately
reacquires the use of the same asset in the same state as sold by entering into a lease with
the buyer. A sale occurs when control of the underlying asset passes to the buyer. A lease
liability is recognised, the associated property, plant and equipment asset is derecognised,
and a right-of-use asset is recognised at the proportion of the carrying value relating to
the right retained. Any gain or loss arising therefore relates to the rights transferred to the
buyer and development of the underlying asset.
Impairment of non-current assets
Property, plant and equipment and right-of-use assets
The carrying values of property, plant and equipment and right-of-use assets are reviewed
for impairment whenever events or changes in circumstances indicate that their carrying
values may not be recoverable. Individual assets are grouped into cash generating units
(CGUs), for impairment purposes, at the lowest level at which there are identifiable cash
flows that are largely independent of the cash flows of other assets.
The recoverable amount of an asset or CGU is the greater of its fair value less costs of
disposal (FVLCD) and value in use (VIU). For an asset that does not generate largely
independent cash inflows, the recoverable amount is determined with reference to the CGU
to which the asset belongs. In estimating value in use, the estimated future cash flows are
discounted to their present value, using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. To estimate fair
value less costs of disposal, the Group uses a number of techniques including third-party
valuations, market multiple approaches and discounted cash flows.
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
170
Whitbread PLC Annual Report and Accounts 2024/25
FINANCIAL STATEMENTS
2. Accounting policies continued
Impairment of non-current assets continued
Property, plant and equipment and right-of-use assets continued
Impairment charges
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds
its estimated recoverable amount. Impairment losses recognised in respect of CGUs are
allocated first to reduce the carrying amount of any goodwill allocated to the units and
then to reduce the carrying amounts of other assets in the CGU, on a pro rata basis.
Any impairment in the values of property, plant and equipment and right-of-use assets
is charged to the consolidated income statement within operating costs.
Impairment reversals
An assessment is made at each reporting date as to whether there is any indication that
previously recognised impairment losses may no longer exist or may have decreased.
If such an indication exists, the CGU’s recoverable amount is estimated. A previously
recognised impairment loss is reversed only if there has been a change in the estimated
future cash flows used to determine the asset’s recoverable amount since the last impairment
loss was recognised. If that is the case, the carrying amount of the asset is increased to its
recoverable amount. That increased amount cannot exceed the carrying amount that would
have been determined, net of depreciation, had no impairment loss been recognised for the
asset in prior years.
Such a reversal is recognised in the consolidated income statement. After such a reversal,
the depreciation charge is adjusted in future periods to allocate the asset’s carrying
amount, less any residual value, on a straight-line basis over its remaining useful life.
Central assets
For the purposes of impairment testing, all centrally held assets are allocated in line
with IAS 36 to CGUs based on management’s view of the consumption of the asset.
Any resulting impairment is recorded against the centrally held asset.
Goodwill
Goodwill acquired through business combinations is allocated to groups of CGUs at the
level management monitors goodwill, which is at an operating segment level. The Group
performs an annual review of its goodwill to ensure that its carrying amount is not greater
than its recoverable amount. The recoverable amount is determined as the greater of fair
value, less costs of disposal and value in use. An impairment is then made to reduce the
carrying amount to the recoverable amount.
Investments in joint ventures
The Group assesses investments for impairment whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. If any such
indication of impairment exists, the carrying amount of the investment is compared
with its recoverable amount. Where the carrying amount exceeds the recoverable
amount, the investment is written down to its recoverable amount.
Assets held for sale
Non-current assets and disposal groups are classified as held for sale only if available
for immediate sale in their present condition and a sale is highly probable and expected
to be completed within one year from the date of classification.
Such assets are measured at the lower of carrying amount and fair value, less the cost
of disposal, and are not depreciated or amortised.
In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations,
the net results of discontinued operations are presented separately in the consolidated
income statement.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is calculated on the
basis of first in, first out and net realisable value is the estimated selling price less any costs
to sell.
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as
a result of a past event, it is probable that an outflow of resources will be required to settle
the obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are discounted to present value, using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the liability.
The amortisation of the discount is recognised as a finance cost.
Onerous contracts
Present obligations arising under onerous contracts are recognised and measured as
provisions. An onerous contract is considered to exist where the Group has a contract
under which the unavoidable costs of meeting the obligations under the contract exceed
the economic benefits expected to be received under it.
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2. Accounting policies continued
Provisions continued
Restructuring costs
A restructuring provision is recognised when the Group has developed a detailed formal
plan and has raised a valid expectation, in those affected, that it will carry out the restructuring
by starting to implement the plan or announcing its main features to those affected by it.
The measurement of a restructuring provision includes only the direct expenditures arising
from the restructuring which are those amounts that are both necessarily entailed by the
restructuring and not associated with the ongoing activities of the entity.
Adjusting items and use of alternative performance measures
We use a range of measures to monitor the financial performance of the Group. These
measures include both statutory measures in accordance with IFRS and alternative performance
measures (APMs) which are consistent with the way the business performance is measured
internally by the Board and Executive Committee. A glossary of APMs and reconciliations
to statutory measures is given on pages 232 to 238.
The term ‘adjusted profit’ is not defined under IFRS and may not be directly comparable
with adjusted profit measures used by other companies. It is not intended to be a substitute
for, or superior to, statutory measures of profit. Adjusted measures of profitability are
non-IFRS because they exclude amounts that are included in, or include amounts that
are excluded from, the most directly comparable measure calculated and presented in
accordance with IFRS.
The Group makes certain adjustments to the statutory profit measures in order to derive
many of its APMs. The Group’s policy is to exclude items that are considered to be
significant in nature and quantum, not in the normal course of business or are consistent
with items that were treated as adjusting in prior periods or that span multiple financial
periods. Treatment as an adjusting item provides users of the accounts with additional
useful information to assess the year-on-year trading performance of the Group.
On this basis, the following are examples of items that may be classified as adjusting items:
• net charges associated with the strategic review of the Group’s hotel and restaurant
property estate;
• significant restructuring costs and other associated costs arising from strategy
changes that are not considered by the Group to be part of the normal operating
costs of the business;
• significant pension charges arising as a result of the changes to UK defined benefit
scheme practices;
• net impairment and related charges for sites which are/were underperforming that
are considered to be significant in nature and/or value to the trading performance
of the business;
• costs in relation to non-trading legacy sites which are deemed to be significant and
not reflective of the Group’s ongoing trading results;
• transformation and change costs associated with the implementation of the Group’s IT
strategic programme;
• profit or loss on the sale of a business or investment, and the associated cost impact
on the continuing business from the sale of the business or investment;
• acquisition costs incurred as part of a business combination or other strategic
asset acquisitions;
• amortisation of intangible assets recognised as part of a business combination or other
transaction outside of the ordinary course of business; and
• tax settlements in respect of prior years, including the related interest and the impact
of changes in the statutory tax rate, the inclusion of which would distort year-on-year
comparability, as well as the tax impact of the adjusting items identified above.
The Group income statement is presented in a columnar format to enable users of the
accounts to see the Group’s performance before adjusting items, the adjusting items,
and the statutory total on a line-by-line basis. The directors believe that the adjusted profit
and earnings per share measures provide additional useful information to shareholders on
the performance of the business. These measures are consistent with how business performance
is measured internally by the Board and Executive Committee.
Foreign currency translation
Monetary assets and liabilities denominated in foreign currencies are translated
into functional currency at the rates of exchange quoted at the balance sheet date.
Non-monetary items that are measured in terms of historical cost in a foreign currency
are translated using the exchange rates as at the dates of the initial transactions.
Day-to-day transactions in a foreign currency are recorded in the functional currency
at an average rate for the month in which those transactions take place, which is used
as a reasonable approximation to the actual transaction rate. Translation differences
on monetary items are taken to the consolidated income statement.
A number of subsidiaries within the Group have a non-sterling functional currency.
The financial performance and end position of these entities are translated into sterling
in the consolidated financial statements. Balance sheet items are translated at the rate
applicable at the balance sheet date. Transactions reported in the consolidated income
statement are translated using an average rate for the month in which they occur.
The differences that arise from translating the results of foreign entities at average rates
of exchange, and their assets and liabilities at closing rates, are dealt with in a separate
component of equity. On disposal of a foreign entity, the deferred cumulative amount
recognised in equity relating to that particular foreign operation is recognised in the
consolidated income statement. All other currency gains and losses are dealt with in
the income statement.
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
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FINANCIAL STATEMENTS
2. Accounting policies continued
Revenue recognition
Revenue is recognised at an amount that reflects the consideration to which the Group
expects to be entitled in exchange for transferring goods or services to a customer.
Consideration is net of discounts, allowances for customer loyalty and other promotional
activities and amounts collected on behalf of other parties, such as value added tax.
Revenue includes duties which the Group pays as principal.
The Group has analysed its business activities and applied the five-step model prescribed
by IFRS 15 Revenue from Contracts with Customers to each material line of business,
as outlined below:
Sale of accommodation
The contract to provide accommodation is established when the customer books accommodation.
The performance obligation is to provide the right to use accommodation for a given
number of nights, and the transaction price is the room rate for each night determined at
the time of booking. The performance obligation is met when the customer is given the
right to use the accommodation, and so revenue is recognised for each night as it takes
place, at the room rate for that night.
Sale of food and beverage
The contract is established when the customer orders the food or beverage item
and the performance obligation is the provision of food and beverage by the outlet.
The performance obligation is satisfied when the food and beverage are delivered to
the customer, and revenue is recognised at this point at the price for the items purchased.
Where payment is made on the same day there are no contract assets or liabilities.
Payment terms
Customers may pay in advance for accommodation, food and beverage. In this case the
Group has received consideration for services not yet provided. This is treated as a contract
liability, net of VAT, until the performance obligation is met. The Group has taken advantage
of the practical expedient in IFRS 15 to not adjust the consideration for the effects of a
financing component as the period between payment and the performance obligation
is less than one year.
Payment terms for corporate customers are generally 30 days with amounts recorded
in trade and other receivables once the performance obligations have been met.
Contract costs
The Group applies the practical expedient in paragraph 94 of IFRS 15 and consequently
contract costs incurred related to contracts with an amortisation period of less than one
year have been expensed as incurred.
Variable consideration
The Group makes an estimate, based on historical information, of amounts that will be
refunded to customers. The refund liability represents variable consideration under IFRS 15
with revenue recognised reduced by this amount and a corresponding liability recognised
in other payables in the consolidated balance sheet.
Certain restaurants within the Group offer customer loyalty programmes where the
customer can earn vouchers for historic purchases which are redeemable as discounts
on future purchases. The loyalty points issued by the Group are a separate performance
obligation providing a material right to a future discount. The sales price of goods is
allocated to the loyalty points and the goods sold based on their relative standalone selling
prices, with the loyalty points, standalone price based on the value of the points to the
customer, adjusted for expected redemption rates. The amount allocated to loyalty points
is deferred as a contract liability within trade and other payables. Revenue is recognised
as the points are redeemed by the customer.
Finance income
Interest income is recognised as the interest accrues, using the effective interest method.
Finance costs
Borrowing costs are recognised as an expense in the period in which they are incurred,
except for gross interest costs incurred on the financing of major projects, which are
capitalised until the time that the projects are available for use.
Retirement benefits
In respect of the defined benefit pension scheme, the surplus recognised in the
consolidated balance sheet represents the fair value of scheme assets, reduced by the
present value of the defined benefit obligation. Where the calculation results in a surplus
to the Group, the recognised asset is limited to the present value of any future available
refunds from the plan.
The cost of providing benefits is determined using the projected unit credit actuarial
valuation method. Remeasurements are recognised in full in the period in which they occur
in the statement of comprehensive income and are not reclassified to the consolidated
income statement in subsequent periods.
For defined benefit plans, the employer’s portion of the past and current service cost
is charged to operating profit, with net interest costs reported within finance costs. In addition,
all administration costs, other than those relating to the management of plan assets or
taxes payable by the plan itself, are charged as incurred to operating costs in the consolidated
income statement. Net interest is calculated by applying the opening discount rate to the
opening net defined benefit obligation, taking into account the expected contributions
and benefits paid.
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2. Accounting policies continued
Retirement benefits continued
Curtailments and settlements relating to the Group’s defined benefit plan are recognised
in the period in which the curtailment or settlement occurs.
Payments to defined contribution pension schemes are charged as an expense as they
fall due.
Share-based payment transactions
Equity-settled transactions
Certain employees and directors of the Group receive equity-settled remuneration in
the form of share-based payment transactions, whereby employees render services in
exchange for shares or rights over shares. The cost of these equity-settled transactions is
measured by reference to the fair value, determined using a stochastic model, at the date
at which they are granted. The cost of equity-settled transactions is recognised, together
with a corresponding increase in equity, over the period in which the performance conditions
or non-vesting conditions are fulfilled, ending on the relevant vesting date. Except for awards
subject to market-related conditions for vesting, the cumulative expense recognised for
equity-settled transactions, at each reporting date until the vesting date, reflects the
extent to which the vesting period has expired, and is adjusted to reflect the directors’ best
available estimate of the number of equity instruments that will ultimately vest. The income
statement charge or credit for a period represents the movement in cumulative expense
recognised as at the beginning and end of that period. If options are subject to market-related
conditions, awards are not cumulatively adjusted for the likelihood of these targets being met.
Instead, these conditions are included in the fair value of the awards.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of
cancellation, and any expense not yet recognised for the award is recognised immediately.
Where an equity-settled award is forfeited, the related expense recognised to date is reversed.
Where an equity-settled award is replaced by newly granted instruments, these are
accounted for as a modification of the existing award. When the terms of an equity-settled
award are modified, the minimum expense recognised is the grant date fair value of the
unmodified award, provided the original vesting terms of the award are met. An additional
expense, measured as at the date of modification, is recognised for any modification that
increases the total fair value of the share-based payment transaction, or is otherwise
beneficial to the employee.
Tax
The income tax charge represents both the income tax payable, based on profit for the
year, and deferred income tax.
Deferred income tax is recognised in full, using the liability method, in respect of temporary
differences between the tax base of the Group’s assets and liabilities and their carrying
amounts that have originated but have not been reversed by the balance sheet date.
No deferred tax is recognised if the temporary difference arises from the initial recognition
of goodwill, or the initial recognition of an asset or liability, in a transaction that is not a
business combination and, at the time of the transaction, affects neither the accounting
profit nor taxable profit or loss. Deferred income tax is recognised in respect of taxable
temporary differences associated with investments in joint ventures, except where the
timing of the reversal of the temporary differences can be controlled and it is probable
that the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences or unused tax
losses can be utilised. The carrying amount of deferred income tax assets is reviewed at
each balance sheet date and reduced to the extent that it is no longer probable that
sufficient taxable profit will be available to allow all, or part of, the deferred income
tax asset to be utilised.
Deferred income tax assets and liabilities are measured at the tax rates that are expected
to apply in the year when the asset is realised or the liability is settled, based on tax rates
that have been enacted or substantively enacted at the balance sheet date.
Income tax is charged or credited to other comprehensive income if it relates to items that
are charged or credited to other comprehensive income. Similarly, income tax is charged
or credited directly to equity if it relates to items that are charged or credited directly
to equity. Otherwise, income tax is recognised in the consolidated income statement.
Investments in joint ventures
Investments in joint arrangements are classified as either joint operations or joint ventures
depending on the contractual rights and obligations of each investor. The Group has
assessed the nature of its joint arrangements and determined them to be joint ventures.
The Group’s investments in joint ventures are accounted for using the equity method.
Under the equity method, the investment in a joint venture is initially recognised at cost.
The carrying amount of the investment is adjusted to recognise changes in the Group’s
share of net assets of the joint venture since the acquisition date. Goodwill relating to joint
ventures is included in the carrying amount of the investment.
The consolidated income statement reflects the Group’s share of the results of operations
of the joint ventures. Any change in other comprehensive income of those investees
is presented as part of the Group’s consolidated statement of comprehensive income.
Unrealised gains and losses resulting from transactions between the Group and the joint
ventures are eliminated to the extent of the interest in the joint venture. When necessary,
adjustments are made to bring the accounting policies in line with those of the Group.
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
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Whitbread PLC Annual Report and Accounts 2024/25
FINANCIAL STATEMENTS
2. Accounting policies continued
Financial assets
Trade receivables and contract assets
Trade receivables and contract assets are initially measured at fair value. Subsequently they
are measured at amortised cost as the objective of the business model is to hold the assets
to collect contractual cash flows and the contractual terms of the asset give rise to cash
flows on specified dates which are solely payments of principal and interest.
In line with the IFRS 9 Financial Instruments ‘simplified approach’, the Group segments
its trade receivables and contract assets based on shared characteristics and recognises a
loss allowance for the lifetime expected credit loss for each segment. The expected credit
loss is based on the Group’s historical credit loss experience, adjusted for factors that are
specific to the debtors, general economic conditions and an assessment of the current
and forecast conditions at the reporting date.
Credit impaired financial assets
A financial asset is credit impaired when one or more events that have a detrimental impact
on the estimated future cash flows of that financial asset have occurred, such as significant
financial difficulty of the debtor or default by the debtor. The Group writes off a financial
asset where there is no realistic prospect of recovery. Credit losses are recorded within
operating costs in the consolidated income statement.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank, cash in hand and deposits (including
Money Market Funds) which are short term, highly liquid and which are not at significant
risk of changes in value.
Recognition and derecognition
The recognition of financial assets occurs when the Group becomes party to the
contractual provisions of the instrument. The Group derecognises a financial asset only
when the contractual rights to the cash flows from the asset expire, or when it transfers
the financial asset and substantially all the risks and rewards of ownership of the asset to
another entity.
Derivatives and hedging
The Group enters into derivative transactions to manage its exposure to interest rate,
foreign exchange rate and power commodity price risks.
Derivatives are recognised initially at fair value on the date the contract is entered into and
subsequently remeasured to their fair value at each reporting date. The resulting gain or
loss is recognised in profit or loss immediately unless the derivative is designated and
effective as a hedging instrument, in which event the timing of the recognition in profit
or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative
with a negative fair value is recognised as a financial liability. Derivatives are not offset in
the financial statements unless the Group has both the legal right and intention to offset.
A derivative is presented as a non-current asset or a non-current liability if the remaining
maturity of the instrument is more than 12 months and is not expected to be realised or
settled within 12 months. Other derivatives are presented as current assets or current liabilities.
The Group designates certain derivatives as hedging instruments in respect of interest rate,
foreign currency and power commodity price risks as either fair value hedges or cash flow
hedges. Hedges of foreign exchange risk on firm commitments are accounted for as cash
flow hedges.
At the inception of the hedge relationship, the Group documents the relationship between
the hedging instrument and the hedged item, along with its risk management objectives
and its strategy for undertaking various hedge transactions. The Group documents whether
the hedging instrument is effective in offsetting the hedged risk, by confirming that:
• there is an economic relationship between hedged items and the hedging instrument;
• the effect of credit risk does not dominate the value changes that result from that
economic relationship; and
• the planned ratio of hedge: hedge item is the same as the actual ratio of hedge:
hedge item.
The fair value change on qualifying fair value hedges is recognised in profit or loss.
Cash flow hedges
The effective portion of changes in the fair value of derivatives that are designated as
cash flow hedges is recognised in other comprehensive income and accumulated under
the cash flow hedging reserve. Any gain or loss relating to the ineffective portion of the
hedge is recognised immediately in profit or loss. Amounts previously recognised in other
comprehensive income and accumulated in equity are reclassified to profit or loss in the
periods when the hedged item affects profit or loss, in the same line as the recognised
hedged item.
The Group discontinues hedge accounting when the hedge relationship ceases to meet the
qualifying criteria, or when the hedging instrument expires, is sold, terminated or exercised.
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2. Accounting policies continued
Derivatives and hedging continued
Hedges of a net investment
Hedges of a net investment in a foreign operation, including a hedge of a monetary item
that is accounted for as part of the net investment, are accounted for in a way similar
to cash flow hedges. Gains or losses on the hedging instrument relating to the effective
portion of the hedge are recognised in other comprehensive income while any gains or
losses relating to the ineffective portion are recognised in the statement of profit or loss.
On disposal of the foreign operation, the cumulative value of any such gains or losses
recorded in equity is transferred to the statement of profit or loss.
The Group uses a cross-currency swap as a hedge of its exposure to foreign exchange risk
on its investments in foreign subsidiaries. Refer to Note 25 for more details.
Financial liabilities
Debt and equity instruments are classified as financial liabilities or equity in accordance
with the substance of the contractual arrangements.
Financial liabilities are measured at amortised cost using the effective interest rate method
unless they are required to be measured at fair value through profit or loss or the Group
has opted to measure them at fair value through the profit or loss. The effective interest
rate method calculates the amortised cost of a financial liability and allocates interest
expense to the relevant period.
Borrowings
Borrowings are initially recognised at the fair value of the consideration received, net of any
directly associated issue costs. Borrowings are subsequently recorded at amortised cost,
with any difference between the amount initially recorded and the redemption value
recognised in the consolidated income statement using the effective interest method.
Recognition and derecognition
The recognition of liabilities occurs when the Group becomes party to the contractual
provisions of the instrument.
The derecognition of financial liabilities occurs when the obligation under the liability
is discharged, cancelled or expires. When the Group exchanges with the existing lender
one debt instrument into another one with the substantially different terms, such exchange
is accounted for as an extinguishment of the original financial liability and the recognition
of a new financial liability.
Share buy-back transactions
Shares purchased for cancellation are deducted from retained earnings. The Group uses
irrevocable closed period buy-back programmes. A liability to purchase shares is recognised
at inception of the programme with any subsequent reduction in the obligation credited
back to retained earnings at the end of the programme. Share capital is reduced and
credited to the capital redemption reserve once shares are cancelled, maintaining
non-distributable reserves.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements requires management to make judgements,
estimates and assumptions that affect the amounts reported as assets and liabilities at
the balance sheet date and the amounts reported as revenues and expenses during the
year. Although these amounts are based on management’s best estimates, events or
actions may mean that actual results ultimately differ from those estimates, and these
differences may be material. These judgements and estimates and the underlying
assumptions are reviewed regularly.
The Group has considered the impact of climate-related risks on its financial performance
and position, and although the impact represents an uncertainty, it is not considered to
be material.
Critical accounting judgements
The following are the critical accounting judgements, apart from those involving
estimations (dealt with separately below) that management has made in the process
of applying the Group’s accounting policies and which have the most significant effect
on the amounts recognised in the financial statements.
Adjusting items
During the year certain items are identified and separately disclosed as adjusting items.
Judgement is applied as to whether the item meets the necessary criteria as per the
accounting policy disclosed earlier in this Note. This assessment covers the nature of the
item, cause of occurrence and the scale of impact of that item on reported performance.
Reversals of previous adjusting items are assessed based on the same criteria. Note 6
provides information on all of the items disclosed as adjusting in the current year and
comparative financial statements.
Assets held for sale
As per the accounting policy above assets are classified as held for sale only if the asset
is available for immediate sale in its present condition and a sale is highly probable
and expected to be completed within one year from the date of classification.
As a result of the Group’s Accelerating Growth Plan (AGP) the Group is actively marketing
a significant number of sites. Judgement exists on a site-by-site basis as to whether the
sale will complete within one year. In exercising its judgement management has taken
into consideration all available information including external market expert advice.
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
176
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FINANCIAL STATEMENTS
2. Accounting policies continued
Critical accounting judgements and key sources of estimation uncertainty continued
Critical accounting judgements continued
Recognition of German deferred tax asset
The Group, through its market entry in Germany, has generated tax losses that will be
available for offset against future taxable profits. These losses have resulted in a material
unrecognised deferred tax asset of £80.9m (unrecognised tax losses carried forward of
£253.6m) at this balance sheet date. If the Group were to fully recognise the deferred tax
asset in this financial year it would have the effect of reducing the Group’s effective tax rate
from 31.0% to 9.0%.
The German reportable segment’s results have continued to improve, with this forecast
to continue in future reporting periods. However, the forecasts used to support whether
sufficient positive evidence exists to recognise the deferred tax asset are instead based
on the German taxable profits profile. Following this assessment, the Group has judged
that at the balance sheet date there remains to be insufficient convincing other evidence,
as required under IAS 12, that it will have sufficient taxable profits to realise the above
deferred tax asset at this time.
Key sources of estimation uncertainty
The following are the key areas of estimation uncertainty that may have a significant risk
of causing a material adjustment to the carrying amounts of assets and liabilities within
the next financial year.
Defined benefit pension
Defined benefit pension plans are accounted for in accordance with actuarial advice
using the projected unit credit method. The Group makes significant estimates in relation
to the discount rates, mortality rates and inflation rates used to calculate the present value
of the defined benefit obligation. Note 32 describes the assumptions used together with
an analysis of the sensitivity to changes in key assumptions.
Impairment testing – Property, plant and equipment and right-of-use assets
The performance of the Group’s impairment review requires management to make a
number of judgements and estimates which are presented together below for ease of
understanding but identified separately:
Estimates within impairment testing:
Inputs used to estimate value in use
The estimate of value in use is most sensitive to the following inputs:
• Forecast period cash flows – the initial five-year period’s cash flows are drawn from
the five-year business plan.
• Discount rate – judgement is required in estimating the weighted average cost of
capital (WACC) of a typical market participant and in assessing the specific country
and currency risks associated with the Group. The rate used is adjusted for the Group’s
gearing, including equity, borrowings and lease liabilities.
• Maturity profile of individual sites – judgement is required to estimate the time taken
for sites to reach maturity and the sites’ trading level once they are mature.
Methodology used to estimate fair value
Fair value is determined using a range of methods, including present value techniques
using assumptions consistent with the value in use calculations and market multiple
techniques using externally available data. For the purpose of assessing fair value for sites
the Group has sought expert valuations based on insight into local market specific factors.
Judgements within impairment testing:
Strategic impact on composition of CGUs
The Group has judged that where there is a commitment and expectation that part of a
trading site’s value will be realised through sale, an impairment review should be completed
on the trading site as separate CGUs. This is due to the change in how the Group now
expects to receive cash flows from the trading site’s assets which are largely independent.
Identification of indicators of impairment and reversal
The Group assesses each of its CGUs for indicators of impairment or reversal at the end
of each reporting period and, where there are indicators of impairment or reversal,
management performs an impairment assessment.
Key estimates and sensitivities for impairment of assets are disclosed in Note 14.
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3. Segment information
The Group provides services in relation to accommodation, food and beverage both in the UK and internationally. Management monitors the segment performance separately for
the purpose of making decisions about allocating resources and assessing performance. Segment performance is measured based on segment adjusted profit/(loss), defined below.
Included within central and other in the following tables are the costs of running the public company, other central overhead costs and share of profit from joint ventures.
The following tables present revenue and profit information regarding business operating segments for the years ended 27 February 2025 and 29 February 2024.
52 weeks to 27 February 2025
52 weeks to 29 February 2024
Central and Central and
UK and Ireland
1
Germany
2
other Total
UK and Ireland
1
Germany
2
other Total
Revenue £m £m £m £m £m £m £m £m
Accommodation
2,010.1
197.6
—
2,207.7
2,007.7
162.7
—
2,170.4
Food and beverage
646.4
26.7
—
673.1
728.2
22.4
—
750.6
Other items
34.8
6.3
—
41.1
33.8
5.1
—
38.9
Revenue
2,691.3
230.6
—
2,921.9
2,769.7
190.2
—
2,959.9
52 weeks to 27 February 2025
52 weeks to 29 February 2024
Central and Central and
UK and Ireland
1
Germany
2
other Total
UK and Ireland
1
Germany
2
 other Total
Profit/(loss) £m £m £m £m £m £m £m £m
Adjusted operating profit/(loss)
653.1
9.9
(33.4)
629.6
721.5
(15.1)
(32.2)
674.2
Segmental royalty fees
3
(1.0)
—
1.0
—
—
—
—
—
Segment adjusted operating profit/(loss)
652.1
9.9
(32.4)
629.6
721.5
(15.1)
(32.2)
674.2
Net finance (costs)/income
(145.3)
(21.2)
20.3
(146.2)
(134.0)
(20.9)
41.8
(113.1)
Segment adjusted profit/(loss) before tax
506.8
(11.3)
(12.1)
483.4
587.5
(36.0)
9.6
561.1
Adjusting items before tax (Note 6)
(115.6)
(109.4)
Profit before tax
367.8
451.7
1 The UK and Ireland segment includes operations of the Group within Crown Dependencies. Royalty fees are charged between the geographies but are all contained within this segment.
2 The Germany segment includes operations of the Group within Austria.
3 Prior to and including this financial year, inter-segmental royalty fees have been waived for the Germany segment by the UK and Ireland segment. To aid future comparability for when this waiver expires we have
introduced a new profit measure ‘segment adjusted operating profit/(loss)’ which will exclude the impact of segmental royalty fees charged from UK and Ireland to Germany .
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
178
Whitbread PLC Annual Report and Accounts 2024/25
FINANCIAL STATEMENTS
3. Segment information continued
52 weeks to 27 February 2025
52 weeks to 29 February 2024
Central and Central and
UK and Ireland Germany other Total UK and Ireland Germany other Total
Other segment information £m £m £m £m £m £m £m £m
Capital expenditure:
Property, plant and equipment – cash basis
399.6
66.8
—
466.4
391.8
88.1
—
479.9
Property, plant and equipment – accruals basis (Note 13)
402.0
63.3
—
465.3
373.5
92.5
—
466.0
Intangible assets (Note 12)
18.9
0.7
—
19.6
28.5
0.1
—
28.6
Cash outflows from lease interest and payment of principal
of lease liabilities
262.4
53.0
—
315.4
247.7
54.3
—
302.0
Depreciation – property, plant and equipment (Note 13)
162.7
14.6
—
177.3
159.6
17.3
—
176.9
Depreciation – right-of-use assets (Note 22)
152.8
41.5
—
194.3
143.9
39.4
—
183.3
Amortisation (Note 12)
30.1
0.1
—
30.2
23.1
0.1
—
23.2
Segment assets and liabilities are not disclosed because they are not reported to, or reviewed by, the Chief Operating Decision Maker.
The Group’s revenue and non-current assets
1
, split by country in which the legal entity resides, is as follows:
Group revenue
Group non-current assets
1
2024/25 2023/24 2025 2024
£m £m £m £m
United Kingdom
2,649.1
2,740.8
7,063.3
6,946.3
Germany
226.3
185.9
1,219.4
1,227.3
Ireland
29.6
16.0
179.4
182.4
Other
16.9
17.2
106.7
104.7
2,921.9
2,959.9
8,568.8
8,460.7
1 Non-current assets exclude derivative financial instruments and the surplus on the Group’s defined benefit pension scheme.
179
Whitbread PLC Annual Report and Accounts 2024/25
4. Other income
An analysis of the Group’s other income is as follows:
2024/25 2023/24
£m £m
Rental income
5.5
4.0
Government payments
1
—
2.5
Other
1.0
0.2
Other income before adjusting items
6.5
6.7
Legal claim settlements (Note 6)
0.9
6.9
Other income
7.4
13.6
1 During the comparative year, £2.5m was released as other income from a previously held provision
relating to government payments.
5. Operating costs
2024/25 2023/24
£m £m
Cost of inventories recognised as an expense
1,2
225.7
255.1
Employee benefits expense
2
(Note 7)
818.7
837.8
Amortisation of intangible assets (Note 12)
30.2
23.2
Depreciation – property, plant and equipment (Note 13)
177.3
176.9
Depreciation – right-of-use assets (Note 22)
194.3
183.3
Utilities
134.8
143.8
Rates
105.4
100.1
Other site property costs
494.1
455.2
Variable lease payment expense (Note 22)
4.0
3.5
Net foreign exchange differences
0.5
0.4
Other operating charges
2
118.5
117.2
Adjusting operating costs
2
(Note 6)
116.5
125.2
2,420.0
2,421.7
1 Cost of inventories recognised as an expense includes £6.8m (2023/24: £6.5m) of inventory write
downs recorded during the year.
2 Operating costs above are before adjusting items. Adjusting operating costs includes a charge
of £4.4m relating to cost of inventories recognised as an expense (2023/24: nil), a charge for
net impairments and write offs of £76.5m (2023/24: charge of £107.5m), a charge of £23.1m
(2023/24: charge of £4.7m) relating to employee benefit expenses and a charge of £12.5m
(2023/24: charge of £13.0m) relating to other operating charges (see Note 6) .
Fees paid to the Group’s auditor during the year consisted of:
2024/25 2023/24
£m £m
Audit of the Group’s financial statements
1.3
1.3
Audit of the Group’s subsidiaries
0.7
0.6
Total audit fees
2.0
1.9
Audit-related assurance
0.1
0.1
Other non-audit fees
0.2
—
Total non-audit fees
0.3
0.1
Included in other operating charges
2.3
2.0
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
180
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FINANCIAL STATEMENTS
6. Adjusting items
As set out in the policy in Note 2, we use a range of measures to monitor the financial
performance of the Group. These measures include both statutory measures in accordance
with IFRS and APMs which are consistent with the way that the business performance is
measured internally. We report adjusted measures because we believe they provide both
management and investors with useful additional information about the financial performance
of the Group’s businesses. Adjusted measures of profitability represent the equivalent
IFRS measures adjusted for specific items that we consider hinder the comparison of the
financial performance of the Group’s businesses either from one period to another or with
other similar businesses.
Adjusting items were as follows:
2024/25 2023/24
£m £m
Other income:
Legal claim settlements and insurance proceeds
1
0.9
6.9
Adjusting other income
0.9
6.9
Operating costs:
Net impairment charges – property, plant and equipment,
right-of-use assets and assets held for sale
2
(33.0)
(30.5)
Accelerating Growth Plan-related net impairment charges
and write offs
3
(43.5)
(77.0)
Net gains on disposals, property and other provisions
4
35.7
15.3
Strategic IT programme costs
5
(24.8)
(27.1)
Strategic F&B programme costs
6
(19.9)
(5.9)
Strategic supply chain programme costs
7
(24.1)
—
Employment tax settlement
8
2.0
—
Other restructuring costs
9
(8.9)
—
Adjusting operating costs before joint ventures
(116.5)
(125.2)
Share of profit from joint ventures
Gains on disposals, property and other provisions
4
—
8.9
Adjusting items before tax
(115.6)
(109.4)
Tax adjustments included in reported profit after tax, but excluded in arriving at adjusted
profit after tax:
2024/25 2023/24
£m £m
Tax on adjusting items
20.3
19.8
Impact of change in tax rates
—
0.5
Adjusting tax credit
20.3
20.3
1 During the year, the Group received settlements for business interruption insurance claims of £0.9m
(2023/24: £nil) and did not receive any settlements in relation to other legal matters (2023/24: £6.9m).
2 The Group has identified indicators of impairment and impairment reversal relating to assets held by
the Group at the year-end date, including those sites impacted by the Accelerating Growth Plan (see
separate footnote below). For those sites not impacted by the Accelerating Growth Plan, an impairment
review of relevant assets was undertaken, resulting in adjusting net impairment charges of £33.0m.
The net impairment is comprised of impairment charges on sites of £38.3m (£22.2m relating to
property, plant and equipment and £16.1m relating to right-of-use assets) offset by impairment
reversals of £5.3m (£2.0m relating to property, plant and equipment and £3.3m relating to
right-of-use assets), netting to an impairment charge of £33.0m. This brings the total adjusting
net impairment charge within operating costs, outside of the Accelerating Growth Plan, to £33.0m.
During the comparative year, impairments outside of the Accelerating Growth Plan resulted in
adjusting net impairment charges of £40.6m (£30.8m relating to property, plant and equipment
and £9.8m relating to right-of-use assets) offset by impairment reversals of £10.3m (£7.2m relating
to property, plant and equipment and £3.1m relating to right-of-use assets), netting to an impairment
charge of £30.3m. In addition, impairment charges of £0.2m had been recorded in relation to assets
held for sale during the year. This brought the total adjusting net impairment charge within operating
costs, outside of the Accelerating Growth Plan, to £30.5m.
Further information is provided in Note 14.
3 Included in the amounts recorded for impairment this period are impairments as a result of the
Group continuing with the optimisation of the UK F&B strategy, the Accelerating Growth Plan. The
net impairment of £43.5m is comprised of impairment charges on sites of £51.0m (£30.6m relating to
property, plant and equipment, £13.2m relating to right-of-use assets and £7.2m relating to assets held
for sale) offset by impairment reversals of £7.5m (£1.5m relating to property, plant and equipment,
£0.7m relating to right-of-use assets and £5.3m relating to assets held for sale). The net impairment
charge includes an amount of £1.0m relating to the write-off of assets based on their revised useful
economic lives for Extensions sites.
During the comparative year, net impairments were made up of impairment charges on sites of
£84.3m (£83.7m relating to property, plant and equipment and £0.6m relating to right-of-use assets)
offset by impairment reversals of £7.3m (£7.3m relating to property, plant and equipment), totalling to
net impairment of £77.0m.
At this time the Group expects to incur further net impairment charges and write downs within
adjusting items totalling between £60.0m and £80.0m in relation to the net write down of assets as
part of the Accelerating Growth Plan to transform and exit a number of the Group’s branded restaurants.
181
Whitbread PLC Annual Report and Accounts 2024/25
6. Adjusting items continued
4 During the year, the Group made gains on property disposals (including sale and leasebacks) of
£40.1m and created a provision in relation to damaged inventory of £4.4m. As a result of the sale
and leasebacks the Group received proceeds of £55.9m and recognised a net gain of £0.1m.
During the comparative year, the Group’s joint venture made a gain on a property sale with the
Group’s share being £8.9m, the Group made gains on other property disposals of £8.7m, released
net provisions of £4.2m relating to historic indirect tax matters and had reimbursements of costs
of remedial works on cladding material from property developers of £2.4m.
5 The Group has assessed the presentation of costs incurred in relation to the current and future
implementation of its strategic IT programmes. The programmes scheduled are the Group’s Hotel
Management System, HR & Payroll System, Restaurant System and Strategic Network. These represent
significant business change costs for the Group rather than replacements of IT systems with the
System products being Software as a Service (SaaS). The start date of these projects varies and as
such we expect costs to be incurred within this category over the next few financial years, with their
commercial and strategic benefit seen as lasting several years.
Cash costs incurred on the programmes and presented within adjusting items in the period were
£24.8m, with cumulative cash costs to date being £65.7m (2023/24: £40.9m).
At this time the Group expects to incur future cash costs presented within adjusting items in the next
financial year of between £5.0m and £15.0m.
6 The Group has incurred legal, advisory and project management costs regarding the announced
changes to facilitate the Accelerating Growth Plan (‘AGP’) as well as restructuring costs. This programme
represents a significant business change for the Group’s strategic focus in relation to F&B.
Cash costs incurred on the programmes and presented within adjusting items in the period were
£19.9m, with cumulative cash costs to date being £25.8m.
At this time the Group expects to incur future cash costs presented within this adjusting item across
the next three financial years of up to £10.0m.
7 As part of the Group’s strategic supply chain programme the Group has incurred £24.1m contract exit
fees in relation to a supplier. This decision allows the Group to make use of a different supply model
and it is expected the commercial and strategic benefit will be seen over several years.
8 During the year, the Group received confirmation that a previous enquiry from HMRC on historic taxes
has been closed. £2.0m has been released through adjusting items from accruals held in relation to
these enquiries.
9 During the year, the Group has restructured its UK and Germany Support Centres, as well as at its site
operations in Germany resulting in a charge of £8.9m, with £6.5m of this within provisions (Note 23)
at the end of the year.
In total across the adjusting item lines that can be forecasted (contained in the footnotes
above) the Group expects to incur future adjusting item costs in the next financial year of
between £75.0m and £105.0m.
7. Employee benefits expense
2024/25 2023/24
£m £m
Wages and salaries
738.8
758.9
Social security costs
63.5
64.2
Defined contribution pension costs
16.4
14.7
818.7
837.8
The amounts above exclude adjusting items. Wages and salaries excludes a charge of
£23.1m (2023/24: charge of £4.7m).
Included in wages and salaries is a share-based payments expense of £16.8m (2023/24: £15.8m),
which arises from transactions accounted for as equity-settled share-based payments.
Employee costs are split between hourly paid and salaried employees as below:
2024/25 2023/24
£m £m
Employee costs – hourly paid
548.5
549.7
Employee costs – salaried
270.2
288.1
818.7
837.8
2024/25 2023/24
Average number of employees directly employed Number Number
UK and Ireland
33,157
38,106
Germany
1,543
1,505
34,700
39,611
Employees of joint ventures are excluded from the numbers above.
Directors’ remuneration is disclosed below:
2024/25 2023/24
£m £m
Directors’ remuneration
3.5
3.9
Aggregate contributions to the defined contribution pension scheme
—
—
Aggregate gains on the exercise of share options
0.3
0.6
The number of directors accruing benefits under the defined benefit pension scheme was
nil (2023/24: nil).
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
182
Whitbread PLC Annual Report and Accounts 2024/25
FINANCIAL STATEMENTS
8. Finance (costs)/income
2024/25 2023/24
Finance costs £m £m
Interest on bank loans and overdrafts
(4.7)
(4.6)
Interest on other loans
(24.7)
(24.2)
Interest on lease liabilities (Note 22)
(166.7)
(154.9)
Interest capitalised (Note 13)
8.7
5.5
Cost of hedging (Note 25)
(1.1)
(1.1)
(188.5)
(179.3)
2024/25 2023/24
Finance income £m £m
Bank interest receivable
33.5
50.0
IAS 19 pension net finance income (Note 32)
8.3
16.2
Other interest receivable
0.5
—
42.3
66.2
Total net finance costs
(146.2)
(113.1)
Net finance costs includes £187.4m (2023/24: £178.2m) finance costs and £33.5m
(2023/24: £50.0m) finance income in respect of financial assets and liabilities that are
measured at amortised cost using the effective interest rate method.
9. Taxation
2024/25 2023/24
Consolidated income statement £m £m
Current tax:
Current tax expense
51.4
59.3
Adjustments in respect of previous periods
(1.1)
(6.7)
50.3
52.6
Deferred tax:
Origination and reversal of temporary differences
63.1
76.8
Effect of in-year rate differential/change in tax rates
—
(0.5)
Adjustments in respect of previous periods
0.7
10.7
63.8
87.0
Tax reported in the consolidated income statement
114.1
139.6
2024/25 2023/24
Consolidated statement of other comprehensive income £m £m
Current tax:
Defined benefit pension scheme
1.8
10.0
Tax on net gain on hedge of a net investment
2.1
1.2
Tax on exchange differences on translation of foreign operations
(2.4)
(2.7)
1.5
8.5
Deferred tax:
Cash flow hedges
3.6
(4.3)
Defined benefit pension scheme
(14.4)
(59.5)
(10.8)
(63.8)
Tax reported in other comprehensive income
(9.3)
(55.3)
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Whitbread PLC Annual Report and Accounts 2024/25
9. Taxation continued
A reconciliation of the tax expense applicable to adjusted profit before tax and profit before tax at the statutory tax rate, to the actual tax expense at the Group’s effective tax rate, for
the years ended 27 February 2025 and 29 February 2024 respectively is set out here. All current year items have been tax effected at the UK statutory rate of 25.0% (2023/24: 24.5%)
with the exception of the effect of unrecognised losses in overseas companies, which has been tax effected at the statutory rate in the relevant jurisdictions with an adjustment to account
for the differential tax rates included in the effect of different tax rates.
2024/25
2023/24
Tax on adjusted Tax on adjusted
profit Tax on profit profit Tax on profit
£m £m £m £m
Profit before tax as reported in the consolidated income statement
483.4
367.8
561.1
451.7
Tax at current UK tax rate of 25.0% (2023/24: 24.5%)
120.9
92.0
137.5
110.7
Effect of different tax rates
(2.7)
(4.5)
(5.9)
(8.3)
Unrecognised losses in overseas companies
9.3
17.6
15.5
25.8
Effect of super deduction in respect of tax relief for fixed assets
—
—
(0.5)
(0.5)
Expenditure not allowable
3.3
5.4
6.5
5.7
Adjustments to current tax expense in respect of previous years
(1.0)
(1.0)
(6.7)
(6.7)
Adjustments to deferred tax expense in respect of previous years
0.7
0.7
10.7
10.7
Impact of deferred tax being at a different rate from current tax rate
—
—
—
(0.5)
Impact of deferred tax related to indexation allowance
2.7
2.7
4.4
4.4
Other movements
1.2
1.2
(1.6)
(1.7)
Tax expense reported in the consolidated income statement
134.4
114.1
159.9
139.6
Pillar Two legislation
On 20 June 2023, the UK substantively enacted the Pillar Two global minimum tax model rules of the OECD’s Inclusive Framework on Base Erosion and Profit Shifting (‘BEPS’).
The legislation took effect for financial years commencing on or after 1 January 2024, making it effective for the Group from 1 March 2024.
Under the Pillar Two rules, a top-up tax will arise in respect of the Group’s operations in any individual jurisdiction in which (i) none of the Transitional Safe Harbour tests are met and
(ii) the effective tax rate is below 15%. The Group has performed an assessment of the Group’s potential exposure to Pillar Two rules based on financial information for the year ended
27 February 2025 and simulated the Transitional Safe Harbour tests set out by the OECD. Based on this assessment, Whitbread expects to meet one or more of the Safe Harbour tests
in the majority of the jurisdictions in which the Group operates, and does not expect the Pillar Two rules to have a material impact on the tax charge for the Group.
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
184
Whitbread PLC Annual Report and Accounts 2024/25
FINANCIAL STATEMENTS
9. Taxation continued
Deferred tax
The major deferred tax assets/(liabilities) recognised by the Group and movement during the current and prior financial years are as follows:
Accelerated Rolled over gains
capital and property
allowances revaluations Pensions Leases Losses
Other
3
Total
£m £m £m £m £m £m £m
At 2 March 2023
(87.2)
(93.8)
(116.4)
44.3
97.5
(2.6)
(158.2)
(Expense)/credit to consolidated income statement
1
(22.5)
7.7
(5.3)
(0.4)
(62.7)
(3.8)
(87.0)
Credit to statement of comprehensive income
2
—
—
59.5
—
—
4.3
63.8
Credit/(expense) to statement of changes in equity
—
—
—
0.4
(0.1)
0.2
0.5
Foreign exchange and other movements
—
—
—
(0.5)
0.5
(0.2)
(0.2)
At 29 February 2024
(109.7)
(86.1)
(62.2)
43.8
35.2
(2.1)
(181.1)
(Expense)/credit to consolidated income statement
1
(20.9)
(9.0)
(3.7)
6.0
(33.9)
(2.3)
(63.8)
Credit/(expense) to statement of comprehensive income
2
—
—
14.4
—
—
(3.6)
10.8
Expense to statement of changes in equity
—
—
—
—
—
(0.8)
(0.8)
Foreign exchange and other movements
—
—
—
0.1
(0.3)
0.3
0.1
At 27 February 2025
(130.6)
(95.1)
(51.5)
49.9
1.0
(8.5)
(234.8)
1 The total charge to the consolidated income statement of £63.8m (2023/24: £87.0m) relates predominantly to the utilisation of tax losses carried forward in the period of £29.6m (2023/24: £57.2m)
and accelerated capital allowances arising from full expensing reliefs of £29.8m (2023/24: £25.3m), these being the largest components of the net charge.
2 The total credit to other comprehensive income of £10.8m (2023/24: credit of £63.8m) relates predominantly to a net deferred tax credit on defined benefit pension scheme movements through other
comprehensive income of £14.4m (2023/24: credit of £59.5m).
3 The Other category includes a deferred tax liability of £14.8m (2023/24: £13.6m) in respect of capitalised interest and a deferred tax asset of £5.8m (2023/24: £7.3m) in respect of share-based payments.
The Group recognises UK deferred tax assets to the extent that taxable profits will be available to utilise deductible temporary differences or unused tax losses. At 27 February 2025,
no net UK deferred asset is unrecognised (2023/24: £nil).
The Group has unrecognised German tax losses of £253.6m (2023/24: £226.6m) which can be carried forward indefinitely and offset against future taxable profits in the same tax group.
The Group carries out an assessment of the recoverability of these losses at the reporting period and, to the extent that they exceed tax liabilities within the same tax group, does not
deem it appropriate at this stage to recognise any net German deferred tax asset, refer to the Critical Accounting Judgement within Note 2 for further information. Recognition of German
deferred tax assets in their entirety would result in an increase in the reported deferred tax asset of £80.9m (2023/24: £72.4m). The impact on the current year effective tax rate from the
non-recognition of the assets that accrued in this year is 2.3% (2023/24: 1.9%).
At 27 February 2025, no deferred tax asset is recognised (2023/24: £nil) on gross temporary differences of £2.4m (2023/24: £2.4m) relating to the accumulated losses of other
international subsidiaries as the Group is able to control the timings of the reversal of these temporary differences and it is probable that they will not reverse in the foreseeable future.
Tax relief on total interest capitalised amounts to £2.0m (2023/24: £1.2m).
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Whitbread PLC Annual Report and Accounts 2024/25
10. Earnings per share
The basic earnings per share (EPS) figures are calculated by dividing the net profit/(loss)
for the period attributable to ordinary shareholders of the parent by the weighted average
number of ordinary shares in issue during the period after deducting treasury shares and
shares held by an independently managed employee share ownership trust (ESOT).
The diluted earnings per share figures allow for the dilutive effect of the conversion into
ordinary shares of the weighted average number of options outstanding during the period.
Where the average share price for the period is lower than the option price, the options
become anti-dilutive and are excluded from the calculation.
The number of shares used for the earnings per share calculations is as follows:
2024/25 2023/24
million million
Basic weighted average number of ordinary shares
179.3
193.9
Effect of dilution – share options
1.2
1.3
Diluted weighted average number of ordinary shares
180.5
195.2
The total number of shares in issue at the year-end, as used in the calculation of the basic
weighted average number of ordinary shares, was 188.8m, less 12.5m treasury shares held
by Whitbread PLC and 0.8m held by the ESOT (2023/24: 197.4m, less 12.5m treasury shares
held by Whitbread PLC and 0.9m held by the ESOT).
The profits used for the earnings per share calculations are as follows:
2024/25 2023/24
£m £m
Profit for the year attributable to parent shareholders
253.7
312.1
Adjusting items before tax (Note 6)
115.6
109.4
Adjusting tax credit (Note 6)
(20.3)
(20.3)
Adjusted profit for the year attributable to parent shareholders
349.0
401.2
2024/25 2023/24
pence pence
Basic EPS on profit for the year
141.5
161.0
Adjusting items before tax
64.4
56.4
Adjusting tax credit
(11.3)
(10.5)
Basic EPS on adjusted profit for the year
194.6
206.9
Diluted EPS on profit for the year
140.6
159.9
Diluted EPS on adjusted profit for the year
193.4
205.5
11. Dividends paid and proposed
2024/25
2023/24
pence per pence per
share
£m
share
£m
Final dividend, proposed and paid,
relating to the prior year
62.90
114.7
49.80
99.2
Interim dividend proposed, and paid,
for the current year
36.40
65.2
34.10
65.3
Unclaimed dividend written back
n/a
(2.1)
Total equity dividends paid in
the year
177.8
164.5
Dividends on other shares:
B shares
11.40
0.2
2.60
0.1
C shares
7.60
0.1
5.50
0.1
Total dividends paid
178.1
164.7
Proposed for approval at annual
general meeting:
Final equity dividend for the
current year
60.60
106.4
62.90
115.0
A final dividend of 60.60p per share amounting to a dividend of £106.4m was recommended
by the directors at their meeting on 30 April 2025. A Dividend Reinvestment Plan (DRIP)
alternative will be offered. The proposed final dividend is subject to approval by shareholders
at the annual general meeting and has not been included as a liability in these consolidated
financial statements.
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
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FINANCIAL STATEMENTS
12. Intangible assets
IT software and
Goodwill technology Total
£m £m £m
Cost
At 2 March 2023
350.1
146.7
496.8
Additions
—
28.6
28.6
Assets written off
—
(15.2)
(15.2)
Foreign currency translation
—
(0.1)
(0.1)
At 29 February 2024
350.1
160.0
510.1
Additions
—
19.6
19.6
Assets written off
—
(12.6)
(12.6)
Foreign currency translation
—
(0.1)
(0.1)
At 27 February 2025
350.1
166.9
517.0
Amortisation and impairment
At 2 March 2023
(239.6)
(77.6)
(317.2)
Amortisation during the year
—
(23.2)
(23.2)
Amortisation on assets written off
—
15.2
15.2
Foreign currency translation
—
0.1
0.1
At 29 February 2024
(239.6)
(85.5)
(325.1)
Amortisation during the year
—
(30.2)
(30.2)
Amortisation on assets written off
—
12.6
12.6
Foreign currency translation
—
—
—
At 27 February 2025
(239.6)
(103.1)
(342.7)
Net book value at 27 February 2025
110.5
63.8
174.3
Net book value at 29 February 2024
110.5
74.5
185.0
Other than goodwill, there are no intangible assets with indefinite lives. IT software and
technology assets, which are made up entirely of internally generated assets, have been
assessed as having finite lives and are amortised under the straight-line method over
periods ranging from three to ten years.
Note 14 contains details of the impairment review conducted on goodwill as at the
year-end date.
Capital expenditure commitments
Capital expenditure commitments in relation to intangible assets at the year-end amounted
to £4.3m (2023/24: £6.5m).
13. Property, plant and equipment
Land and Plant and
buildings equipment Total
£m £m £m
Cost
At 2 March 2023
3,982.5
1,721.7
5,704.2
Additions
242.3
223.7
466.0
Interest capitalised
5.5
—
5.5
Net movements to assets held for sale in the year
(58.2)
(53.8)
(112.0)
Disposals
(39.8)
(9.7)
(49.5)
Assets written off
(2.8)
(91.7)
(94.5)
Foreign currency translation
(18.7)
(2.8)
(21.5)
At 29 February 2024
4,110.8
1,787.4
5,898.2
Additions
228.0
237.3
465.3
Interest capitalised
8.7
—
8.7
Net movements to assets held for sale in the year
(261.8)
(62.3)
(324.1)
Disposals
(0.6)
(0.1)
(0.7)
Assets written off
(2.2)
(103.7)
(105.9)
Foreign currency translation
(22.5)
(3.8)
(26.3)
Asset reclassified from right-of-use asset
(3.8)
—
(3.8)
At 27 February 2025
4,056.6
1,854.8
5,911.4
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Whitbread PLC Annual Report and Accounts 2024/25
13. Property, plant and equipment continued
Land and Plant and
buildings equipment Total
£m £m £m
Depreciation and impairment
At 2 March 2023
(331.7)
(818.3)
(1,150.0)
Depreciation charge for the year
(23.8)
(153.1)
(176.9)
Net impairment (charge)/reversal (Note 14)
(111.2)
11.2
(100.0)
Net movements to assets held for sale in the year
16.5
33.1
49.6
Disposals
4.7
5.9
10.6
Depreciation on assets written off
2.8
91.7
94.5
Foreign currency translation
0.8
1.1
1.9
At 29 February 2024
(441.9)
(828.4)
(1,270.3)
Depreciation charge for the year
(21.5)
(155.8)
(177.3)
Net impairment charge (Note 14)
(46.2)
(2.1)
(48.3)
Net movements to assets held for sale in the year
120.8
36.3
157.1
Disposals
0.5
0.1
0.6
Depreciation on assets written off
0.3
100.1
100.4
Foreign currency translation
2.3
1.5
3.8
At 27 February 2025
(385.7)
(848.3)
(1,234.0)
Net book value at 27 February 2025
3,670.9
1,006.5
4,677.4
Net book value at 29 February 2024
3,668.9
959.0
4,627.9
Included above are assets under construction of £682.3m (2023/24: £492.7m).
There is a charge in favour of the pension scheme over properties with a market value
of £531.5m (2023/24: £531.5m). See Note 32 for further information.
Amounts relating to right-of-use assets under IFRS 16 are detailed in Note 22.
Capital expenditure commitments
2025 2024
£m £m
Capital expenditure commitments for property, plant and
equipment for which no provision has been made
271.8
56.5
Capitalised interest
Interest capitalised during the year amounted to £8.7m, using an average rate of 2.4%
(2023/24: £5.5m, using an average rate of 2.4%).
14. Impairment
Summary of impairment charges and reversals
During this year, net impairment charges of £76.5m (2023/24: £107.5m) were recognised
within operating costs.
Accelerating Growth Plan:
Net impairment, write-offs and accelerated depreciation of £43.5m (2023/24: £84.3m)
has been recognised in respect of the Group continuing with the Accelerating Growth Plan
(the optimisation of the UK F&B strategy).
UK:
Outside of Accelerating Growth Plan-related impairments, gross impairment charges in
the UK of £15.8m (2023/24: £8.4m) and gross impairment reversals in the UK of £5.3m
(2023/24: £10.3m) have been recorded across right-of-use assets and property, plant and
equipment during the year.
Germany:
The Group continues to make progress through organic and portfolio acquisitions in order
to access German markets, with FY25 performance reflecting the increased maturity of
open sites. Impairment indicators were identified at a small number of German sites,
following which the Group has updated relevant cash flow assumptions which has
resulted in a net impairment charge of £22.5m (2023/24: £32.2m impairment charge).
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
188
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FINANCIAL STATEMENTS
14. Impairment continued
Summary of impairment charges and reversals continued
The charges/(reversals) were recognised on the following classes of assets:
Impairment Impairment
charge reversal Total
2024/25 £m £m £m
Impairment charges/(reversals) included
in operating costs
Property, plant and equipment
1
52.8
(3.5)
49.3
Accelerating Growth Plan sites
30.6
(1.5)
Rest of estate
22.2
(2.0)
Right-of-use assets
29.3
(4.0)
25.3
Accelerating Growth Plan sites
13.2
(0.7)
Rest of estate
16.1
(3.3)
Assets held for sale
7.2
(5.3)
1.9
Accelerating Growth Plan sites
7.2
(5.3)
Total charges/(reversals) for impairment included
in operating costs
89.3
(12.8)
76.5
1 The net impairment charge of £49.3m above includes £1.0m of write-offs in relation to the
Extensions programme.
Impairment Impairment
charge reversal Total
2023/24 £m £m £m
Impairment charges/(reversals) included
in operating costs
Property, plant and equipment
114.5
(14.5)
100.0
Accelerating Growth Plan sites
83.7
(7.3)
Rest of estate
30.8
(7.2)
Right-of-use assets
10.4
(3.1)
7.3
Accelerating Growth Plan sites
0.6
—
Rest of estate
9.8
(3.1)
Assets held for sale
0.2
—
0.2
In year assessment
0.2
—
Total charges/(reversals) for impairment included
in operating costs
125.1
(17.6)
107.5
Property, plant and equipment and right-of-use assets – impairment review
The carrying values of property, plant and equipment and right-of-use assets are reviewed
for impairment whenever events or changes in circumstances indicate that their carrying
values may not be recoverable.
The majority of the Group’s trading sites offer a combination of accommodation and food
and beverage services, either through a hotel and branded restaurant at the same location
or a hotel which offers food and beverage. Due to the high dependency of cash flows
across accommodation and food and beverage services at these locations, the Group
considers each such trading site to be a separate cash generating unit (CGU). Exceptions
to this exist in the form of a small number of sites where a third party provides food and
beverage services. In addition, in circumstances where the Group is committed to disposal
of a proportion of a site, the related proportion is not included in the trading CGU as the
economic benefits are expected to be received principally through sale.
In assessing whether an asset has been impaired, the carrying amount of the CGU is
compared to its recoverable amount. The recoverable amount is the higher of its value
in use and its fair value less costs of disposal.
Valuation methodology:
The Group calculates a value in use (VIU) for each CGU. The key assumptions used
in calculating VIU are set out below.
Where the VIU is lower than the carrying value of the CGU, the Group additionally
estimates a fair value less costs of disposal (FVLCD) for each site.
• For leasehold sites, FVLCD is estimated based on present value techniques using
a discounted cash flow method.
• For freehold sites, FVLCD is estimated based on applying a market multiple to the
CGU EBITDAR.
The assumptions applied in estimating fair value for each of the above are set out below.
Both estimates of FVLCD rely on inputs not normally observable by market participants
and are therefore level 3 measurements in the fair value hierarchy.
All of the impairment assessments take account of expected market conditions which
include future risks including climate change and related legislation.
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Whitbread PLC Annual Report and Accounts 2024/25
14. Impairment continued
Property, plant and equipment and right-of-use assets – impairment review continued
Key assumptions:
VIU for freehold and leasehold sites:
The key assumptions used by management in estimating VIU were:
Discount rates
The discount rate is based on the Weighted Average Cost of Capital (WACC) of a typical
market participant, taking into account specific country and currency risks associated with
the Group. The discount rates have decreased year-on-year driven by a reduction in the
market risk premium partially offset by increased UK risk-free rates, while German risk-free
rates remained stable.
2024/25
2023/24
UK
Germany
UK
Germany
Average pre-tax discount rate
11.4%
9.2%
11.6%
9.9%
Average post-tax discount rate
9.1%
7.0%
9.3%
7.5%
Approved budget period
Forecast cash flows for the initial five-year period are based on actual cash flows and
considered after applying management’s assumptions of the performance of the Group
over the next five years.
The key assumptions used by management in setting the Board approved financial budgets
for the initial five-year period were as follows:
• Forecast period cash flows: The initial five-year period’s cash flows are drawn from the
five-year business plan.
• Forecast growth rates: Forecast growth rates are based on the Group business plan, which
includes assumptions around the UK and German economies over the next five years.
• Operating profits are forecast based on historical experience of operating margins,
adjusted for the impact of inflation and cost saving initiatives.
• Local factors impacting the site in the current year or expected to impact the site in
future years. Key assumptions include the maturity profile of individual sites, the future
potential of immature sites and the impact of increasing or reducing market supply in
the local area.
Long-term growth rates
A long-term growth rate of 2.0% (2023/24: 2.0%) was used for cash flows subsequent to
the five-year approved budget/plan period. This long-term growth rate is a conservative
rate and is considered to be lower than the long-term historical growth rates of the underlying
territories in which the CGUs operate and the long-term growth rate prospects of the
sectors in which the CGUs operate.
FVLCD for leasehold sites:
The key assumptions used by management in estimating the FVLCD on a discounted cash
flow method were similar to those used in the VIU assessment, modified to reflect
estimated cost of disposal and lease payments.
Discount rates
The discount rate is based on the Weighted Average Cost of Capital (WACC) of a typical
market participant, taking into account specific country and currency risks associated with
the Group. The discount rates have decreased year-on-year driven by a reduction in the
market risk premium partially offset by increased UK risk-free rates, while German risk-free
rates remained stable.
2024/25
2023/24
UK
Germany
UK
Germany
Average pre-tax discount rate for
FVLCD for leaseholds
12.1%
10.0%
12.4%
10.7%
FVLCD for freehold sites:
The key assumption used by management in estimating the FVLCD for freehold sites is an
EBITDAR multiple.
EBITDAR multiple
An EBITDAR multiple is estimated based on a normalised trading basis and market data
obtained from external sources. This resulted in a multiple in the range of 7 to 11 times.
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
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FINANCIAL STATEMENTS
14. Impairment continued
Methodology in relation to the Group’s Accelerating Growth Plan
As set out in detail on page 10 of the strategic report the Group is continuing to progress
with the announced changes to facilitate its optimisation of UK F&B through the AGP.
This has had the following impact on the Group’s impairment review:
Extensions programme:
As part of the Group’s Extensions programme, some of the Group’s branded restaurants
will be repurposed with smaller space devoted to providing integrated F&B services and
remaining space being converted to additional hotel rooms. The composition of the CGU
remains unchanged. In FY25, planning applications have been submitted for a number of
sites, and permission obtained for some of the sites. The useful economic life of relevant
buildings and fixtures & fittings has been reassessed based on the current status of relevant
approvals and work commencement on-site. The carrying amount of such assets are being
written down at the point that all relevant internal and external approvals are received.
During the year, an amount of £1.0m has been written off, the Group expects to incur
further charges of between £60.0m and £80.0m over the next few financial years.
Disposal sites:
The Group has a committed plan to dispose of a further group of sites to third parties.
At the year end, sites that are being actively marketed with a valid expectation that they
will be disposed of within 12 months from the balance sheet date have been moved to
Assets Held for Sale (AHFS). As the economic benefit of these sites is expected to be
recovered through sale rather than by continuing to trade, these sites have been measured
at the lower of cost and expected proceeds less costs of disposal, with the remaining NBV
of £68.0m relating to these sites has been included within assets held for sale.
Those sites that do not meet the criteria as AHFS have been measured at the lower of cost
and their net realisable value (NRV). NRV in these instances is represented by their FVLCD
which is higher than their VIU.
Sensitivity to changes in assumptions
The level of impairment is predominantly dependent upon estimates used in arriving at
future growth rates and the discount rates applied to cash flow projections. The incremental
impact on the net impairment charge of applying a reasonably possible change in assumptions
to the growth rates used in the five-year business plans, long-term growth rates, pre-tax
discount rates, EBITDAR multiple and FV of disposal is as follows:
Total
£m
Incremental increase/(decrease) to the net impairment charge
Increase to net impairment charge if year one’s cash flows reduced by 10%
0.5
Decrease to net impairment charge if year one’s cash flows increased by 10%
(0.5)
Increase to net impairment charge if discount rates increased by 2%
13.2
Decrease to net impairment charge if discount rates reduced by 2%
(8.5)
Increase to net impairment charge if the fair value of disposal sites reduced
by 20%
18.3
Decrease to net impairment charge if the fair value of disposal sites increased
by 20%
(4.7)
Increase to net impairment charge if long-term growth rates reduced by 1%
5.9
Increase to net impairment charge if EBITDAR multiple reduced by 10%
9.5
The above sensitivity analyses are based on a reasonably possible change in an assumption
(in line with disclosure requirements) whilst holding all other assumptions constant. In
practice, this is unlikely to occur and changes in some of the assumptions may be correlated.
Goodwill – impairment review
Following the impairment assessment over property, plant and equipment and right-of-use
assets, the Group completed an impairment review of goodwill. Goodwill acquired through
business combinations is allocated to groups of CGUs at an operating segment level, being
the level at which management monitors goodwill. As a result of the German goodwill
being impaired in previous years, all of the Group’s goodwill is allocated to the UK and
Ireland segment.
The recoverable amount is the higher of FVLCD and VIU using the same assumptions
as those used in the site level impairment reviews. The recoverable amount has been
determined from VIU calculations. The future cash flows are based on assumptions from
the approved budget and cover a five-year period. These forecasts include management’s
most recent view of medium-term trading prospects. Cash flows beyond this period are
extrapolated using a 2.0% (2023/24: 2.0%) growth rate. The pre-tax discount rate applied
to cash flow projections is 11.4% (2023/24: 11.6%)
Given the level of headroom within the UK segment, there is no reasonably possible change
that could result in a further material impairment of goodwill.
Assets held for sale – impairment review
In addition to impairments on assets transferred to held for sale in the year, an impairment
charge of £1.9m (2023/24: £0.2m) was recorded in relation to assets which had previously
been classified as held for sale as a result of a reduction in expected sales proceeds.
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Whitbread PLC Annual Report and Accounts 2024/25
15. Assets classified as held for sale
The following table presents the major classes of assets and liabilities classified as held
for sale:
2025 2024
£m £m
Property, plant and equipment
128.8
56.0
Right-of-use assets
1.1
5.2
Lease liabilities
(1.7)
(6.8)
Assets classified as held for sale
128.2
54.4
At the year-end, there were 107 sites with a combined net book value of £128.2m
(2023/24: 73 with net book value of £54.4m) classified as assets held for sale (AHFS).
There are no gains or losses recognised in other comprehensive income with respect to
these assets. The value and number of assets held for sale are both heightened by the
Group’s continued commitment to the Accelerating Growth Plan.
There are no individually material assets within this group of assets.
Sites are classified as held for sale only if they are available for immediate sale in their
present condition and a sale is highly probable and expected to be completed within one
year from the date of classification. Where there has been a delay in disposing of a site,
the Group remains committed to its plan to sell the asset. If a site no longer meets this
criteria at future reporting dates it is transferred back to property, plant and equipment.
Included within assets held for sale are assets which were written down to fair value
less costs to sell of £56.4m (2023/24: £34.4m). The fair value of property assets was
determined based on current prices in an active market for similar properties or from
independent market valuations of the assets by management’s experts. Where such
information is not available management considers information from a variety of sources
including current prices for properties of a different nature or recent prices of similar
properties, adjusted to reflect those differences. This is a level 3 measurement as per the
fair value hierarchy set out in Note 24. The key inputs under this approach are the property
size and location.
16. Investment in joint ventures
2025 2024
Movement in investment in joint ventures £m £m
Opening investment in joint ventures
50.8
48.2
Share of profit for the year
4.7
13.0
Foreign exchange movements
0.1
(2.7)
Distributions received from joint ventures
(1.2)
(7.7)
Closing investment in joint ventures
54.4
50.8
Premier Inn Hotels LLC
The Group holds a 49% interest in Premier Inn Hotels LLC, a joint venture which operates
Premier Inn branded hotels in the United Arab Emirates. The investment forms part of the
Group’s international growth strategy. Premier Inn Hotels LLC holds a 49% investment in
Premier Inn Qatar Limited.
During the year, Premier Inn Hotels LLC repatriated £1.2m (2023/24: £7.7m) to the Group
as a return of capital contributed to the joint venture. The Group continues to exercise
significant influence over the entity. During the year, the Group also charged a franchise fee
aggregating to £1.0m which has been repatriated by Premier Inn Hotels LLC and recorded
in the Group’s Income Statement.
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
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FINANCIAL STATEMENTS
16. Investment in joint ventures continued
2025
2024
Premier Inn Premier Inn
Hotels LLC Hotels LLC
Summary of joint ventures’ balance sheets £m £m
Current assets
20.8
18.6
Non-current assets
132.8
132.3
Current liabilities
(13.7)
(13.6)
Non-current liabilities
(29.0)
(33.8)
Net assets
110.9
103.5
Group’s share of interest in joint ventures’ net assets
54.4
50.8
Group’s carrying amount of the investment
54.4
50.8
Within gross balance sheets
Cash and cash equivalents
17.8
15.7
Current financial liabilities
(4.8)
(4.7)
Non-current financial liabilities
(29.0)
(33.8)
2024/25
2023/24
Premier Inn Premier Inn
Hotels LLC Hotels LLC
Summary of joint ventures’ income statement £m £m
Revenue
35.6
34.5
Depreciation and amortisation
(2.9)
(3.9)
Other operating costs
(20.6)
(19.0)
Gain on disposal
—
18.2
Finance costs
(1.8)
(3.3)
Profit before tax
10.3
26.5
Income tax
(0.7)
—
Profit after tax
9.6
26.5
Group share
Profit after tax
4.7
13.0
At 27 February 2025, the Group’s share of the capital commitments of its joint ventures
amounted to £1.2m (2023/24: £0.2m).
17. Inventories
2025 2024
£m £m
Finished goods held for resale
13.9
17.4
Consumables
3.2
3.8
17.1
21.2
The carrying value of inventories is stated net of a provision of £0.7m (2023/24: £1.5m).
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Whitbread PLC Annual Report and Accounts 2024/25
18. Trade and other receivables
2025 2024
£m £m
Trade receivables
55.3
54.4
Prepayments and accrued income
53.7
34.4
Other receivables
18.1
30.5
127.1
119.3
Analysed as:
Current
127.1
119.3
Non-current
—
—
127.1
119.3
Trade and other receivables are non-interest bearing and are generally on 30-day terms.
Trade receivables includes £49.3m (2023/24: £52.0m) relating to contracts with customers.
The allowance for expected credit loss relating to trade and other receivables at
27 February 2025 was £0.9m (2023/24: £0.9m). During the year, credit write-backs
of £0.5m (2023/24: credit losses of £0.8m) were recognised within operating costs
in the consolidated income statement.
19. Cash and cash equivalents
2025 2024
£m £m
Cash at bank and in hand
1.9
97.8
Money market funds
572.1
193.9
Short-term deposits
335.0
405.0
909.0
696.7
Short-term deposits are made for varying periods of between one day and three months
depending on the immediate cash requirements of the Group. They earn interest at the
respective short-term deposit rates.
The Group does not have material cash balances which are subject to contractual
or regulatory restrictions.
For the purposes of the consolidated cash flow statement, cash and cash equivalents
comprise the amounts as disclosed above.
20. Borrowings
Amounts drawn down on the Group’s borrowing facilities are as follows:
Current
Non-current
2025 2024 2025 2024
£m £m £m £m
Senior unsecured bonds
450.0
—
942.4
994.9
450.0
—
942.4
994.9
Revolving credit facility and covenant
In May 2024 the Group signed an extension to the existing five-year £775.0m multicurrency
revolving credit facility agreement, which extended the final maturity date by a further
year to now expire on 25 May 2029. The facility’s other terms remain consistent, being a
multicurrency revolving credit facility agreement and having variable interest rates with
GBP being linked to SONIA and EUR being linked to EURIBOR. The revolving credit facility
agreement contains one financial covenant ratio, being:
Net debt/adjusted EBITDA <3.5x.
Senior unsecured bonds
The Group has issued senior unsecured bonds with coupons and maturities as shown in the
following table:
Year Principal
Title issued
value
Maturity
Coupon
2025 senior unsecured bonds
2015
£450.0m
16 October 2025
3.375%
2027 senior unsecured –
green use of proceeds bonds
2021
£300.0m
31 May 2027
2.375%
2031 senior unsecured –
green use of proceeds bonds
2021
£250.0m
31 May 2031
3.000%
2032 senior unsecured bonds
2025
£400.0m
31 May 2032
5.500%
The 2032 bonds were issued on 12 February 2025 and interest is payable semi-annually on
31 May and 30 November. The bonds pay a fixed coupon of 5.500% of face value and are
unsecured. On issue of these bonds, the Group received proceeds net of discount and costs
of hedging of £398.3m and incurred fees of £2.3m. The proceeds of the bonds will be used
for general corporate purposes, including the refinancing of existing debt.
Amortised arrangement fees of £5.0m (2023/24: £2.1m) incurred in relation to the bonds
are included in the carrying value and are being amortised over the term of the bonds.
The bonds contain an early prepayment option which meets the definition of an
embedded derivative.
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
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FINANCIAL STATEMENTS
21. Movements in cash and net debt
Share buy-back Cost of
commitments borrowings and
including Net new Transfers to amortisation of
29 February transaction lease Foreign assets held for premiums and 27 February
2024 costs Cash flow liabilities exchange sale discounts 2025
Year ended 27 February 2025 £m £m £m £m £m £m £m £m
Cash and cash equivalents
696.7
—
213.2
—
(0.9)
—
—
909.0
Liabilities from financing activities
Borrowings
(994.9)
—
(398.3)
—
—
—
0.8
(1,392.4)
Lease liabilities
(4,098.4)
—
148.7
(311.1)
31.6
(4.6)
—
(4,233.8)
Committed share buy-back
(12.3)
(252.0)
264.3
—
—
—
—
—
Total liabilities from financing activities
(5,105.6)
(252.0)
14.7
(311.1)
31.6
(4.6)
0.8
(5,626.2)
Less: lease liabilities
4,098.4
—
(148.7)
311.1
(31.6)
4.6
—
4,233.8
Less: committed share buy-back
12.3
252.0
(264.3)
—
—
—
—
—
Net debt
(298.2)
—
(185.1)
—
(0.9)
—
0.8
(483.4)
Share buy-back Cost of
commitments borrowings and
including Net new Transfers to amortisation of
2 March transaction lease Foreign assets held for premiums and 29 February
2023 costs Cash flow liabilities exchange sale discounts 2024
Year ended 29 February 2024 £m £m £m £m £m £m £m £m
Cash and cash equivalents
1,164.8
—
(467.0)
—
(1.1)
—
—
696.7
Liabilities from financing activities
Borrowings
(993.4)
—
—
—
—
—
(1.5)
(994.9)
Lease liabilities
(3,958.4)
—
147.1
(322.9)
29.0
6.8
—
(4,098.4)
Committed share buy-back
—
(603.4)
591.1
—
—
—
—
(12.3)
Total liabilities from financing activities
(4,951.8)
(603.4)
738.2
(322.9)
29.0
6.8
(1.5)
(5,105.6)
Less: lease liabilities
3,958.4
—
(147.1)
322.9
(29.0)
(6.8)
—
4,098.4
Less: committed share buy-back
—
603.4
(591.1)
—
—
—
—
12.3
Net cash/(debt)
171.4
—
(467.0)
—
(1.1)
—
(1.5)
(298.2)
195
Whitbread PLC Annual Report and Accounts 2024/25
22. Lease arrangements
The Group leases various buildings which are used as hotels and restaurants. The leases are
non-cancellable leases with varying terms, rent review clauses and renewal rights and include
variable payments that are not fixed in amount but based upon a percentage of sales. The
Group also leases various plant and equipment under non-cancellable lease agreements.
An analysis of the Group’s right-of-use assets and lease liabilities is as follows:
Property Other Total
Right-of-use assets £m £m £m
At 2 March 2023
3,503.0
1.6
3,504.6
Additions
316.3
1.9
318.2
Net impairment charge (Note 14)
(7.3)
—
(7.3)
Foreign currency translation
(29.0)
—
(29.0)
Depreciation
(182.2)
(1.1)
(183.3)
Terminations
(1.0)
—
(1.0)
Net movements from assets held for sale in the year
(5.2)
—
(5.2)
At 29 February 2024
3,594.6
2.4
3,597.0
Additions
323.4
0.5
323.9
Net impairment charge (Note 14)
(25.3)
—
(25.3)
Foreign currency translation
(30.4)
—
(30.4)
Depreciation
(193.1)
(1.2)
(194.3)
Terminations
(1.6)
—
(1.6)
Net movements from assets held for sale in the year
3.7
—
3.7
Reclassification to property, plant and equipment
1
(10.3)
—
(10.3)
At 27 February 2025
3,661.0
1.7
3,662.7
Property Other Total
Lease liabilities £m £m £m
At 2 March 2023
3,957.0
1.4
3,958.4
Additions
322.2
1.8
324.0
Interest
154.9
—
154.9
Foreign currency translation
(29.0)
—
(29.0)
Payments
(300.6)
(1.4)
(302.0)
Terminations
(1.1)
—
(1.1)
Net movements from assets held for sale in the year
(6.8)
—
(6.8)
At 29 February 2024
4,096.6
1.8
4,098.4
Additions
327.6
0.4
328.0
Interest
166.6
0.1
166.7
Foreign currency translation
(31.6)
—
(31.6)
Payments
(313.7)
(1.7)
(315.4)
Terminations
(0.3)
—
(0.3)
Net movements from assets held for sale in the year
4.6
—
4.6
Reclassification to property, plant and equipment
1
(16.6)
—
(16.6)
At 27 February 2025
4,233.2
0.6
4,233.8
1 During the year, the Group acquired two properties over which it had previously held a leasehold
interest.
During the year, the Group had non-cash additions to right-of-use assets and lease liabilities
of £205.0m (2023/24: £212.3m) relating to new leases and £118.9m (2023/24: £105.9m)
relating to amendments to existing leases. The Group recognised net lease payments of
£4.1m on entering new and amended leases (2023/24: £5.8m, of which included £3.6m
relating a released prepayment of sale and leaseback property transaction).
A maturity analysis of gross lease liability payments is included within Note 24.
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
196
Whitbread PLC Annual Report and Accounts 2024/25
FINANCIAL STATEMENTS
22. Lease arrangements continued
Amounts recognised in the Group income statement
2024/25 2023/24
£m £m
Depreciation expense of right-of-use assets
194.3
183.3
Interest expense on lease liabilities
166.7
154.9
Expense relating to low-value assets and short-term leases
—
—
Variable lease payment expenses
4.0
3.5
Impairment losses of right-of-use assets (Note 14)
25.3
7.3
Rental income
(5.5)
(4.0)
Net lease expense recognised in the consolidated
income statement
384.8
345.0
The Group’s total cash outflow in relation to leases was £319.4m including variable lease
payments of £4.0m (2023/24: £305.4m including variable lease payments of £3.5m).
Future possible cash outflows not included in the lease liability
The Group has several lease contracts that include extension and termination options.
Set out below are the undiscounted future rental payments relating to periods following
the exercise date of extension and termination options that are not included in the
lease liability.
2024/25 2023/24
£m £m
Extension options expected not to be exercised
1,600.8
1,361.1
Termination options expected to be exercised
—
—
1,600.8
1,361.1
The Group uses judgement in determining whether termination and extension option
periods will be included within the lease term. The Group assumes that, unless a decision
has been made to exit a lease, termination options will not be exercised as a result of
historical practices within the Group. At the outset of a lease, the Group assumes that it will
not exercise extension options. Due to the length of the Group’s leases, there is generally
insufficient evidence that exercising an extension option is certain.
Future increases or decreases in rentals linked to an index or rate are not included in
the lease liability until the change in cash flows takes effect. Approximately 77% of the
Group’s lease liabilities are subject to inflation-linked rentals (with 94% of these leases
containing caps) and a further 12% which are subject to open market rent or similar review
clauses. Rental changes linked to inflation or rent reviews typically occur on an annual or
five-yearly basis.
As at 27 February 2025, the Group was committed to leases with future cash outflows
totalling £1,182.3m (2023/24: £1,368.8m) which had not yet commenced and as such are
not accounted for as a liability. A liability and right-of-use asset will be recognised for these
leases at the lease commencement date.
The Group as a lessor
The Group acts as a lessor in relation to a number of non-trading legacy sites and in
subletting space within trading sites. Rental income recognised by the Group during the
year is £5.5m (2023/24: £4.0m). Future minimum rentals receivable under non-cancellable
operating leases at the year-end are as follows:
2024/25 2023/24
£m £m
Within one year
4.1
3.3
After one year but not more than five years
7.9
6.7
More than five years
12.7
13.5
24.7
23.5
197
Whitbread PLC Annual Report and Accounts 2024/25
23. Provisions
Onerous
contracts and Property Insurance Government
Restructuring related costs costs claims payments Other Total
£m £m £m £m £m £m £m
At 2 March 2023
—
4.7
5.6
8.7
7.0
2.5
28.5
Created
—
0.4
4.0
2.0
—
0.4
6.8
Utilised
—
(0.9)
(4.0)
(1.0)
—
(0.3)
(6.2)
Released
—
(1.3)
—
(1.4)
(6.9)
(0.8)
(10.4)
Foreign exchange
—
—
—
—
(0.1)
—
(0.1)
At 29 February 2024
—
2.9
5.6
8.3
—
1.8
18.6
Created
8.6
24.0
0.9
2.0
—
—
35.5
Utilised
(2.0)
(10.7)
(2.7)
(2.1)
—
(0.2)
(17.7)
Released
(0.1)
—
(0.4)
(1.0)
—
—
(1.5)
Foreign exchange
—
—
(0.1)
—
—
—
(0.1)
At 27 February 2025
6.5
16.2
3.3
7.2
—
1.6
34.8
Analysed as:
Current
6.5
16.2
3.3
—
—
1.6
27.6
Non-current
—
—
—
7.2
—
—
7.2
At 27 February 2025
6.5
16.2
3.3
7.2
—
1.6
34.8
Analysed as:
Current
—
2.9
5.6
—
—
1.8
10.3
Non-current
—
—
—
8.3
—
—
8.3
At 29 February 2024
—
2.9
5.6
8.3
—
1.8
18.6
Restructuring
During the year, the Group has announced restructuring programmes for its UK and
Germany Support Centres, as well as its site operations in Germany resulting in a provision
created of £8.6m, with £2.0m utilised and £0.1m released.
Onerous contracts
Onerous contract provisions relate primarily to property, software licences and supplier
contracts where the contracts have become onerous. Provision is made for property-related
costs for the period that a sublet or assignment of the lease is not possible. Onerous contract
provisions are discounted using a discount rate of 2.0% (2023/24: 2.0%) based on an
approximation for the time value of money.
Property related
The amount and timing of the expected cash outflows are subject to variation. The Group
utilises the skills and expertise of both internal and external property experts to determine
the provision held. Provisions are expected to be utilised over a period of up to ten years.
During the year, the Group utilised £0.5m of property-related onerous provisions.
Exit fees
The Group has incurred exit fees in relation to the Group’s strategic decision to exit and
change to a new logistics provider. A provision of £24.0m was created in relation to these
contracts. During the year, the Group utilised £10.0m of the provision.
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
198
Whitbread PLC Annual Report and Accounts 2024/25
FINANCIAL STATEMENTS
23. Provisions continued
Property costs
The Group has established a provision for the performance of remedial works on cladding
material at a small number of the Group’s sites. A provision of £5.6m is brought forward
in relation to these costs. During the year £2.7m of the provision has been utilised, £0.4m
released and £0.9m was created. The provision is expected to be utilised over the next
two years.
Insurance
A provision of £8.3m was brought forward in relation to the estimate of the cost of future
claims against the Group from employees and the public. The claims covered typically
relate to accidents and injuries sustained within Whitbread’s trading sites. During the year,
£2.1m of the provision was utilised and £2.0m was created.
Other
The Group has previously announced its intention to exit hotel operations in Southeast
Asia. During the year, £0.2m of the provision had been utilised, with £1.3m of the provision
carried forward for risks arising from indemnity agreements. The remaining costs are
expected to be utilised within one year.
The Group operates leases where it neither anticipates nor intends exiting a lease;
therefore, the Group has determined that the circumstances in which these leases
would end mean that an outflow of resources is not considered probable. As a result,
the Group does not hold a material dilapidations provision.
24. Financial risk management objectives and policies
The Group’s principal financial instruments, other than derivatives, comprise bank loans,
senior unsecured bonds, cash, short-term deposits, trade receivables and trade payables.
The Group’s financial instrument policies can be found in the accounting policies in Note 2.
The Board agrees policies for managing the financial risks summarised below:
Interest rate risk
The Group’s exposure to market risk for changes in interest rates relates primarily to the
Group’s long-term debt obligations. Interest rate swaps are used where necessary to
maintain a mix of fixed and floating rate borrowings to manage this risk, in line with the
Group treasury policy. At the year-end, 100% of Group debt was fixed for an average of
3.9 years at an average interest rate of 3.7% (2023/24: 100% for 3.5 years at 3.0%).
In accordance with IFRS 7 Financial Instruments: Disclosures, the Group has undertaken
sensitivity analysis on its financial instruments which are affected by changes in interest
rates. This analysis has been prepared on the basis of a constant amount of net debt, a
constant ratio of fixed to floating interest rates, and the hedging instruments in place at
27 February 2025 and 29 February 2024 respectively. Consequently, the analysis relates
to the situation at those dates and is not representative of the years then ended.
The following assumptions were made:
• balance sheet sensitivity to interest rates applies only to derivative financial instruments,
as the carrying value of debt and deposits does not change as interest rates move; and
• gains or losses are recognised in equity or the consolidated income statement in line
with the accounting policies set out in Note 2.
Based on the Group’s net debt position at the year-end, a 1%pt increase in interest rates
would increase the Group’s profit before tax by £9.1m (2023/24: £7.0m) .
Liquidity risk
In its funding strategy, the Group’s objective is to maintain a balance between the
continuity of funding and flexibility through the use of overdrafts and bank loans.
This strategy includes monitoring the maturity of financial liabilities to avoid the risk
of a shortage of funds.
Excess cash used in managing liquidity is placed on interest-bearing deposit where
maturity is fixed at no more than three months. Short-term flexibility is achieved through
the use of short-term borrowing on the money markets.
199
Whitbread PLC Annual Report and Accounts 2024/25
24. Financial risk management objectives and policies continued
Liquidity risk continued
The Group presents the time bands below as they reflect the maturity profile that it monitors in its liquidity management activities. The tables below summarise the Group’s financial
liabilities at 27 February 2025 and 29 February 2024 based on contractual undiscounted payments, including interest:
Less than Between 1 Between 3 Between 10 and More than Carrying
12 months and 3 years and 10 years 20 years 20 years Total value
27 February 2025 £m £m £m £m £m £m £m
Non-derivative financial assets/liabilities:
Interest-bearing loans and borrowings
501.8
373.3
790.0
—
—
1,665.1
1,392.4
Lease liabilities
337.8
673.2
2,282.8
2,271.6
1,562.1
7,127.5
4,233.8
Trade and other payables
170.4
—
—
—
—
170.4
170.4
1,010.0
1,046.5
3,072.8
2,271.6
1,562.1
8,963.0
5,796.6
Derivative financial assets/liabilities:
Cross-currency swaps
Derivative contracts – receipts
(465.2)
—
—
—
—
(465.2)
Derivative contracts – payments
439.1
—
—
—
—
439.1
(26.1)
—
—
—
—
(26.1)
Total
983.9
1,046.5
3,072.8
2,271.6
1,562.1
8,936.9
Less than Between 1 Between 3 Between 10 and More than Carrying
12 months and 3 years and 10 years 20 years 20 years Total value
29 February 2024 £m £m £m £m £m £m £m
Non-derivative financial assets/liabilities:
Interest-bearing loans and borrowings
29.8
494.4
594.6
—
—
1,118.8
994.9
Lease liabilities
318.7
640.2
2,172.0
2,277.3
1,551.9
6,960.1
4,098.4
Other financial liabilities
12.3
—
—
—
—
12.3
12.3
Trade and other payables
181.3
—
—
—
—
181.3
181.3
542.1
1,134.6
2,766.6
2,277.3
1,551.9
8,272.5
5,286.9
Derivative financial assets/liabilities:
Cross-currency swaps
Derivative contracts – receipts
(15.2)
(465.2)
—
—
—
(480.4)
Derivative contracts – payments
9.4
455.6
—
—
—
465.0
(5.8)
(9.6)
—
—
—
(15.4)
Total
536.3
1,125.0
2,766.6
2,277.3
1,551.9
8,257.1
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
200
Whitbread PLC Annual Report and Accounts 2024/25
FINANCIAL STATEMENTS
24. Financial risk management objectives and policies continued
Credit risk
Due to the high level of cash held at the year-end, the most significant credit risk faced by
the Group is that arising on cash and cash equivalents. The Group’s exposure arises from
default of the counterparty, with a maximum exposure equal to the carrying value of these
instruments. The Group seeks to minimise the risk of default in relation to cash and cash
equivalents by spreading investments across a number of counterparties and dealing in
accordance with Group treasury policy which specifies acceptable credit ratings and
maximum investments for any counterparty.
In the event that any of the Group’s banks get into financial difficulty, the Group is exposed
to the risk of withdrawal of currently undrawn committed facilities. This risk is mitigated by
the Group having a range of counterparties to its facilities.
The Group is exposed to a small amount of credit risk attributable to its trade and other
receivables. This is minimised by dealing with counterparties with good credit ratings.
The amounts included in the balance sheet are net of expected credit losses, which have
been estimated by management based on prior experience and any known factors at
the balance sheet date.
The Group’s maximum exposure to credit risk arising from trade and other receivables,
derivatives and cash and cash equivalents is £1,002.3m (2023/24: £785.4m).
Foreign currency risk
The Group monitors the growth and risks associated with its overseas operations and
will undertake hedging activities as and when they are required. In October 2019, the
Group entered into a net investment hedge to manage the impact of movements in the
GBP:EUR exchange rate on the value of the Group’s investment in its business in Germany.
See Note 25 for more details.
Capital management
The Group’s primary objective in regard to capital management is to ensure that it
continues to operate as a going concern and has sufficient funds at its disposal to grow
the business for the benefit of shareholders. The Group seeks to maintain a ratio of debt
to equity that balances risks and returns and also complies with the Group’s net debt to
EBITDA covenant. See pages 30 to 37 of this report for the policies and objectives of the
Board regarding capital management, analysis of the Group’s credit facilities and financing
plans for the coming years.
The Group aims to maintain sufficient funds for working capital and future investment in
order to meet growth targets. The management of equity through share buy-backs and
new issues is considered as part of the overall leverage framework balanced against the
funding requirements of future growth. In addition, the Group may carry out a number
of sale and leaseback transactions to provide further funding for growth.
The Group has access to a £775.0m multicurrency revolving credit facility with a
final maturity date on 25 May 2029. There is one financial covenant ratio, being: net
debt/adjusted EBITDA <3.5x.
The above matters are considered at regular intervals and form part of the business
planning and budgeting processes. In addition, the Board regularly reviews the Group’s
dividend policy and funding strategy.
201
Whitbread PLC Annual Report and Accounts 2024/25
25. Financial instruments
The carrying values of financial assets and liabilities at each reporting date are as follows:
Amortised cost
Fair value
Financial Financial Hedging
assets liabilities instruments Other Carrying value
At 27 February 2025 £m £m £m £m £m
Trade and other receivables
73.4
—
—
—
73.4
Cash and cash equivalents
336.9
—
—
572.1
909.0
Interest-bearing loans and borrowings
—
(1,392.4)
—
—
(1,392.4)
Lease liabilities
—
(4,233.8)
—
—
(4,233.8)
Derivative financial instruments
—
—
18.5
—
18.5
Trade and other payables
—
(170.4)
—
—
(170.4)
Amortised cost
Fair value
Financial Financial Hedging
assets liabilities instruments Other Carrying value
At 29 February 2024 £m £m £m £m £m
Trade and other receivables
84.9
—
—
—
84.9
Cash and cash equivalents
502.8
—
—
193.9
696.7
Interest-bearing loans and borrowings
—
(994.9)
—
—
(994.9)
Lease liabilities
—
(4,098.4)
—
—
(4,098.4)
Derivative financial instruments
—
—
(12.1)
—
(12.1)
Other financial liabilities
—
(12.3)
—
—
(12.3)
Trade and other payables
—
(178.1)
—
—
(178.1)
Deferred and contingent consideration
—
—
—
(3.2)
(3.2)
Fair values
IFRS 13 Fair Value Measurement requires that the classification of financial instruments at fair value be determined by reference to the source of inputs used to derive the fair value.
The classification uses the following three-level hierarchy:
• level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
• level 2 – other techniques for which all inputs, which have a significant effect on the recorded fair value, are observable, either directly or indirectly; and
• level 3 – techniques which use inputs, which have a significant effect on the recorded fair value, that are not based on observable market data.
For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels
in the hierarchy by reassessing categorisation (based on the lowest-level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
202
Whitbread PLC Annual Report and Accounts 2024/25
FINANCIAL STATEMENTS
25. Financial instruments continued
Fair values continued
Financial assets and liabilities measured at amortised cost
The carrying values of trade and other receivables, cash and cash equivalents and trade
and other payables are considered to be reasonable approximations of their fair values
largely due to the short-term maturities of these instruments.
The fair value of the Group’s borrowings is estimated at £1,344.8m (2023/24: £920.1m). The
fair value of the Group’s borrowings is based on level 1 valuation techniques where there is
an active market for the instrument and on level 2 valuation techniques otherwise.
Financial assets and liabilities measured at fair value
2025 2024
£m £m
Financial assets
Derivative financial instruments – level 2
19.9
3.8
Financial liabilities
Derivative financial instruments – level 2
1.4
15.9
Deferred and contingent consideration – level 3
—
3.2
During the year ended 27 February 2025, there were no transfers between fair value
measurement levels. Derivative financial instruments include £nil assets (2023/24: £3.8m)
due after one year, £19.9m assets (2023/24: £nil) due within one year, and £1.4m liabilities
(2023/24: £11.5m) due within one year and £nil liabilities (2023/24: £4.4m) due after one
year. Deferred and contingent consideration includes £nil due within one year
(2023/24: £3.2m due within one year).
The fair value of derivative instruments classified as level 2 is calculated by discounting all
future cash flows by the relevant market discount rate at the balance sheet date. The fair
values of money market funds within cash and cash equivalents classified as level 1 are
calculated by reference to their active market values at 27 February 2025.
Derivative financial instruments
Hedge of net investment in foreign operations
In October 2019, the Group entered into cross-currency swaps, whereby it pays an average
fixed rate of 2.12% on a notional amount of €521.0m and receives a fixed rate of 3.375%
on a notional amount of £450.0m. These swaps are being used as a net investment hedge
to manage the impact of movements in the GBP:EUR exchange rate on the value of the
Group’s investment in its business in Germany. The swaps mature in October 2025 in line
with the associated maturing bond.
There is an economic relationship between the hedged item and the hedging instrument
as the net investment creates a translation risk that will match the foreign exchange risk on
the cross-currency swaps. The Group has established a hedge ratio of 1:1 as the underlying
risk of the hedging instrument is identical to the hedged risk component. The hedge
ineffectiveness will arise if the amount of the investment in the foreign subsidiary was
to become lower than the nominal amount of the swaps.
The net investment hedges were assessed to be highly effective at 27 February 2025
and a net unrealised gain of £16.7m (2023/24: £11.1m) has been recorded in the translation
reserve. The Group has recorded costs of hedging of £1.1m (2023/24: £1.1m) within finance
costs in the consolidated income statement as a result of the foreign currency basis spread
within the hedging instrument.
Cash flow hedges
Commodity price risk
The Group is exposed to the impact of changes in gas and power prices. In the UK, the
Group manages this risk by entering into physical supply agreements with an energy
supplier or by hedging with financial counterparties.
As at 27 February 2025, the Group had fixed prices in respect of approximately 80% of its
gas and power requirements for the next financial year. The Group forecasts its UK gas and
power requirements for future years. Group policy specifies that prices are fixed on a
proportion of the projected future requirement.
Given its knowledge of its estate, and its intention to continue operations, the Group is able
to forecast UK energy requirements with a high degree of probability. The Group hedges its
exposure by either entering into physical supply agreements with suppliers or into
derivative trades with financial counterparties (‘financial hedge’).
The maximum hedge period is three years. The proportion required to be at a fixed price
increases the closer the period in question is. The policy is operated on a rolling basis. The
specified proportion is never more than 100% of the forecasted requirement. Moreover, by
increasing the proportion of hedging over time, the Group is able to allow for any changes
in the forecasted requirements.
When entering into a financial hedge, the Group undertakes to pay a fixed price for a
specified amount of energy. Settlement is on a monthly basis for the life of the hedge.
In return, the counterparty undertakes to pay an amount equal to the quantity of energy
at the average benchmark price for the month. This benchmark price should be the same
as the benchmark price paid by the Group to its supplier for the same period.
203
Whitbread PLC Annual Report and Accounts 2024/25
25. Financial instruments continued
Derivative financial instruments continued
Cash flow hedges continued
Commodity price risk continued
The impact of the hedging instruments and hedged items on the statement of financial position is as follows:
Change in fair
value used for
measuring
Notional Carrying ineffectiveness Change in fair value
amount amount for the year of hedged item
At 27 February 2025 £m
£m
Line item in statement of financial position
£m
Hedged item
£m
Net investment in foreign operations
Cross-currency swaps
450.0
19.9
Derivative financial instruments
16.1
Net investment in foreign subsidiaries
(16.1)
Cash flow hedges
Power commodity swaps
4.5
(1.4)
Derivative financial instruments
5.7
Highly probable forecast future power usage
N/A – future usage
Change in fair
value used for
measuring
Notional Carrying ineffectiveness Change in fair value
amount amount for the year of hedged item
At 29 February 2024 £m
£m
Line item in statement of financial position
£m
Hedged item
£m
Net investment in foreign operations
Cross-currency swaps
450.0
3.8
Derivative financial instruments
10.4
Net investment in foreign subsidiaries
(10.4)
Cash flow hedges
Power commodity swaps
38.9
(15.9)
Derivative financial instruments
(14.6)
Highly probable forecast future power usage
N/A – future usage
The impact of the hedging instruments in the consolidated income statement and consolidated statement of comprehensive income is as follows:
Total hedging Amount
gain/(loss) reclassified Accumulated value
recognised in from OCI to recognised in cash flow
OCI profit or loss hedge reserve
2024/25 £m
£m
Line item in the consolidated income statement
£m
Power commodity swaps
5.7
8.8
N/A – future usage
(1.4)
Total hedging Amount
gain/(loss) reclassified Accumulated value
recognised in from OCI to recognised in cash flow
OCI profit or loss hedge reserve
2023/24 £m
£m
Line item in the consolidated income statement
£m
Power commodity swaps
(14.6)
—
N/A – future usage
(15.9)
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
204
Whitbread PLC Annual Report and Accounts 2024/25
FINANCIAL STATEMENTS
25. Financial instruments continued
Derivative financial instruments continued
Impact of hedging on equity
Set out below is the reconciliation of each component of equity and the analysis of other
comprehensive income:
Foreign
Cash flow currency
hedge translation
reserve reserve
£m £m
At 2 March 2023
(1.3)
35.0
Net fair value movement recognised in other
comprehensive income:
– Power commodity swaps
(14.6)
—
Foreign exchange arising on consolidation
—
(21.7)
Fair value movement on derivatives designated as net
investment hedges
—
11.1
Net current tax credit
—
1.5
Deferred tax credit
4.3
—
At 29 February 2024
(11.6)
25.9
Net fair value movement recognised in other
comprehensive income:
– Power commodity swaps
5.7
—
Reclassified and reported in the consolidated income statement:
– Power commodity swaps
8.8
—
Foreign exchange arising on consolidation
—
(20.9)
Fair value movement on derivatives designated as net
investment hedges
—
16.7
Net current tax credit
—
0.3
Deferred tax charge
(3.6)
—
At 27 February 2025
(0.7)
22.0
The foreign currency translation reserve includes an accumulated gain of £17.3m
(2023/24: gain of £0.6m) relating to derivatives designated as net investment hedges.
26. Trade and other payables
2025 2024
£m £m
Trade payables
96.1
91.9
Other taxes and social security
73.8
61.9
Contract liabilities
183.3
177.1
Accruals
233.3
250.2
Other payables
74.3
86.2
Deferred and contingent consideration
—
3.2
660.8
670.5
Analysed as:
Current
660.8
670.5
Non-current
—
—
660.8
670.5
Included with contract liabilities is £180.0m (2023/24: £171.9m) relating to payments
received for accommodation where the stay will take place after the year-end and £3.3m
(2023/24: £5.2m) revenue deferred relating to the Group’s customer loyalty programmes.
During the year, £177.1m presented as a contract liability at 29 February 2024 has been
recognised in revenue (2023/24: £167.3m).
Trade payables typically have maturities up to 60 days depending on the nature of the
purchase transaction and the agreed terms.
205
Whitbread PLC Annual Report and Accounts 2024/25
27. Share capital
Ordinary share capital
Allotted, called up and fully paid ordinary shares of 76.80 pence each
(2023/24: 76.80 pence each)
million
£m
At 2 March 2023
214.6
164.9
Issued on exercise of employee share options
0.2
0.2
Cancellations following share buy-back
(17.3)
(13.3)
At 29 February 2024
197.5
151.8
Issued on exercise of employee share options
0.1
0.1
Conversion of preference share capital
0.1
0.1
Cancellations following share buy-back
(8.9)
(6.8)
At 27 February 2025
188.8
145.2
Employee share options
During the year, options over 0.1m (2023/24: 0.2m) ordinary shares, fully paid, were
exercised by employees under the terms of various share option schemes. The Company
received proceeds of £3.3m (2023/24: £5.4m) on exercise of these options.
Share buy-back, commitment and cancellation
The Company purchased and cancelled 8.9m shares with a nominal value of £6.8m under
the share buy-back programmes running through this financial year. Consideration of
£264.3m, including associated fees and stamp duty of £2.0m, was paid during the year.
The final payment to shareholders in relation to the share buy-back programme, which
was announced in October 2024, was made on 12 November 2024.
Share forfeiture
The Group has implemented a share forfeiture programme following the completion of
a tracing and notification exercise to any shareholders who have not had contact with
the Company over the past 12 years, in accordance with the provisions set out in the
Company’s articles of association. Under the share forfeiture programme the shares and
dividends associated with shares of untraced members have
financial year, the Group received £3.8m proceeds from the sale of untraced shares
reflected in share premium and recorded a £2.1m write back of unclaimed dividends
reflected as a reduction in dividends paid in the year.
Preference share capital
Allotted, called up and fully paid shares of 1 penny each (2023/24: 1 penny each)
B shares
C shares
million
£m
million
£m
At 2 March 2023 and 29 February 2024
2.0
—
1.9
—
Converted in year
(2.0)
—
(1.9)
—
At 27 February 2025
—
—
—
—
During the year, the Company converted its existing B shares and C shares into ordinary
shares in accordance with the relevant conversion provisions under the articles of association.
As part of the conversion mechanism, short-term deferred shares of 1/153 pence each, with
an aggregate nominal value of £0.1m (equal to less than 0.01% of the Company’s called-up
share capital), were created and promptly indirectly transferred back to the Company in
order to finalise the conversion process. The deferred shares were transferred to the Company
by way of gift and accordingly the Company did not pay any consideration in respect of
such transfer.
As part of the conversion process, a final preference dividend was paid to B shareholders
and C shareholders in the year, as shown within Note 11.
Other than shares issued in the normal course of business as part of the share-based
payments schemes, there have been no transactions involving ordinary shares or potential
ordinary shares since the reporting date and before the completion of these consolidated
financial statements.
28. Reserves
Share premium
The share premium reserve is the premium paid on the Company’s 76.80 pence ordinary shares.
Capital redemption reserve
A capital redemption reserve was created on the cancellation of the Group’s B and C
preference shares and also includes the nominal value of cancelled ordinary shares.
Retained earnings
In accordance with IFRS practice, retained earnings include revaluation reserves which
arose on transition to IFRS.
Currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from
the translation of the financial statements of foreign subsidiaries, other foreign currency
investments and exchange differences on derivative instruments that provide a hedge
against net investments in foreign operations.
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
206
Whitbread PLC Annual Report and Accounts 2024/25
FINANCIAL STATEMENTS
28. Reserves continued
Other reserves
The movement in other reserves during the year is set out in the table below:
Excluded
Treasury Merger Hedging component of Total other
reserve reserve reserve hedge reserve reserves
£m £m £m £m £m
At 2 March 2023
544.5
1,855.0
1.3
(5.4)
2,395.4
Other comprehensive income – net gain on cash flow hedges (Note 25)
—
—
14.6
—
14.6
Other comprehensive income – deferred tax on cash flow hedges (Note 25)
—
—
(4.3)
—
(4.3)
Other comprehensive income – loss on net investment hedge
—
—
—
0.7
0.7
Cost of hedging
—
—
—
(1.1)
(1.1)
Loss on ESOT shares issued
(6.4)
—
—
—
(6.4)
At 29 February 2024
538.1
1,855.0
11.6
(5.8)
2,398.9
Other comprehensive income – net gain on cash flow hedges (Note 25)
—
—
(14.5)
—
(14.5)
Other comprehensive income – deferred tax on cash flow hedges (Note 25)
—
—
3.6
—
3.6
Other comprehensive income – loss on net investment hedge
—
—
—
0.6
0.6
Cost of hedging
—
—
—
(1.1)
(1.1)
Loss on ESOT shares issued
(8.1)
—
—
—
(8.1)
At 27 February 2025
530.0
1,855.0
0.7
(6.3)
2,379.4
207
Whitbread PLC Annual Report and Accounts 2024/25
28. Reserves continued
Other reserves continued
Treasury reserve
This reserve relates to shares held by an independently managed employee share
ownership trust (ESOT) and treasury shares held by Whitbread PLC. The shares held by
the ESOT were purchased in order to satisfy outstanding employee share options and
potential awards under the Long Term Incentive Plan (LTIP) and other incentive schemes.
The movement in treasury reserves during the year is set out in the table below:
Treasury shares held by
Whitbread PLC
ESOT shares held
million
£m
million
£m
At 2 March 2023
12.5
514.5
1.2
30.0
Exercised during the year
—
—
(0.3)
(6.4)
At 29 February 2024
12.5
514.5
0.9
23.6
Exercised during the year
—
—
(0.3)
(8.1)
Purchase of ESOT shares
—
(5.1)
0.2
5.1
At 27 February 2025
12.5
509.4
0.8
20.6
Merger reserve
The merger reserve arose as a consequence of the merger in 2000/01 of Whitbread Group PLC
and Whitbread PLC.
Hedging reserve
The hedging reserve records movements for effective cash flow hedges measured at
fair value.
Excluded component of hedge reserve
The excluded component of hedge reserve records movements in the elements of
derivatives used in hedging arrangements that are excluded from the hedge relationship.
29. Analysis of cash flows given in the cash flow statement
2024/25 2023/24
£m £m
Profit for the year
253.7
312.1
Adjustments for:
Tax expense
114.1
139.6
Net finance costs (Note 8)
146.2
113.1
Share of profit from joint ventures
(4.7)
(13.0)
Depreciation and amortisation
401.8
383.4
Share-based payments
16.8
15.8
Net impairment charge (Note 14)
76.5
107.5
Gains on disposals, property and other provisions
(40.1)
(15.3)
Other non-cash items
35.6
9.2
Cash generated from operations before working capital changes
999.9
1,052.4
Decrease in inventories
4.1
0.4
Decrease in trade and other receivables
4.1
26.1
(Decrease)/Increase in trade and other payables
(3.6)
7.8
Cash generated from operations
1,004.5
1,086.7
Other non-cash items include a nil outflow representing bad debt charges (2023/24: £0.6m outflow),
an inflow of £33.9m (2023/24: £3.2m inflow) as a result of net provision-related movements,
an inflow of £5.1m (2023/24: £5.0m inflow) representing non-cash pension scheme
administration costs, an outflow of £3.6m (2023/24: nil) in relation to other adjusting item
write-offs and an inflow of £0.2m (2023/24: £1.6m inflow) from foreign exchange gains.
30. Contingent liabilities
The Group has ongoing legal proceedings in relation to a third-party intellectual property
claim. Based on the legal advice management has received it believes the case to be
without merit. However, alternative views may exist that could result in an outcome that
requires an economic settlement. Any settlement would not be material to the Group
(2023/24: no contingent liabilities).
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
208
Whitbread PLC Annual Report and Accounts 2024/25
FINANCIAL STATEMENTS
31. Share-based payment plans
Long Term Incentive Plan (LTIP)
LTIP awards were made to directors and senior executives of the Group prior to the
adoption of the Restricted Share Plan. Vesting of share awards under the scheme was
dependent on continued employment and meeting performance targets over a three-year
vesting period. The awards are settled in equity once exercised.
Deferred equity awards
Share awards are made under the Whitbread Directors’ Incentive Scheme implemented
during 2004/05. The awards are not subject to performance conditions and will vest in full
on the release date subject to continued employment at that date. If the director or senior
executive of the Group ceases to be an employee of Whitbread prior to the release date,
normally three years after the award, by reason of redundancy, death, injury, ill health,
disability or some other reason considered to be a permitted reason by the Remuneration
Committee, the awards may be released in full. If employment ceases for any other reason,
the proportion of awards which vest depends upon the year in which the award was made
and the date that employment ceased. If employment ceases in the first year after an
award is made, none of the award vests, between the first and second anniversary, 25%
vests, and between the second and third anniversary, 50% vests. The awards are settled
in equity once exercised.
R&R Scheme
The R&R Scheme enables Whitbread to make share awards periodically on a flexible basis.
There are typically no performance conditions but these can be imposed by Whitbread at
time of grant. Vesting of awards under this scheme is dependent on being in employment
at date of vesting. If employment at Whitbread ceases prior to the vesting date by reason
of resignation or is terminated for cause, all unvested awards will lapse. If employment
ceases for any other reason, any vesting will be at the discretion of the Remuneration
Committee and if granted will be on a pro-rated basis to the leaving date. The awards
are settled in equity once exercised.
Restricted Share Plan (RSP)
At the general meeting held on 6 December 2019, it was agreed that the Restricted Share
Plan would replace the Long Term Incentive Plan. Vesting of all shares under the scheme
will depend on continued employment and meeting underpin targets over a period of at
least three years. Details of the underpin target that apply to RSP awards are included in
the remuneration report on page 129. After vesting there is an additional holding period
applicable to directors and senior executives such that the underpin measurement period
and holding period are at least five years. If employment at Whitbread ceases prior to the
vesting date by reason of resignation or terminated for cause, all unvested shares will lapse.
If employment ceases for any other reason, any vesting will be at the discretion of the
Remuneration Committee and if granted will be on a pro-rated basis to the leaving date.
The awards are settled in equity once exercised.
Movements in the number of share awards are as follows:
Outstanding at Granted Exercised Expired Outstanding at Exercisable at
the beginning during during during the end of the end of
52 weeks to 27 February 2025 of the year the year the year the year the year the year
Long Term Incentive Plan
569
—
—
(569)
—
—
Deferred equity awards
310,012
152,385
(62,436)
(24,093)
375,868
1,019
R&R Scheme
383,905
14,996
(210,792)
(11,757)
176,352
123,572
Restricted Share Plan
615,136
187,944
(46,155)
(52,164)
704,761
120,000
1,309,622
355,325
(319,383)
(88,583)
1,256,981
244,591
Outstanding at Granted Exercised Expired Outstanding at Exercisable at
the beginning during during during the end of the end of
52 weeks to 29 February 2024 of the year the year the year the year the year the year
Long Term Incentive Plan
68,977
—
(68,408)
—
569
569
Deferred equity awards
263,860
157,199
(90,595)
(20,452)
310,012
6,168
R&R Scheme
539,159
54,161
(169,498)
(39,917)
383,905
145,602
Restricted Share Plan
477,080
205,391
(7,147)
(60,188)
615,136
173,517
1,349,076
416,751
(335,648)
(120,557)
1,309,622
325,856
209
Whitbread PLC Annual Report and Accounts 2024/25
31. Share-based payment plans continued
Employee Sharesave scheme
The employee Sharesave scheme is open to all employees and provides for a purchase price equal to the market price on the day preceding the date of invitation, with a 20% discount.
The shares can be purchased over the six-month period following the third or fifth anniversary of the commencement date, depending on the length chosen by the employee.
The weighted average exercise price (WAEP) of movements in the number of share awards is as follows:
2024/25
2023/24
WAEP £ per WAEP £ per
Options
share
Options
share
Outstanding at the beginning of the year
1,213,411
23.79
1,259,804
23.01
Granted during the year
405,496
23.33
383,890
27.11
Exercised during the year
(140,968)
24.93
(207,689)
26.06
Expired during the year
(267,736)
24.76
(222,594)
22.99
Outstanding at the end of the year
1,210,203
23.29
1,213,411
23.79
Exercisable at the year-end
85,757
24.52
74,973
25.42
Outstanding options to purchase ordinary shares of 76.80 pence between 2025 and 2030 are exercisable at prices between £20.51 and £31.62 per share (2023/24: between 2024
and 2029 at prices between £20.51 and £31.62). The weighted average share price at the date of exercise for options exercised during the year was £31.17 (2023/24: £34.48).
The weighted average contractual life of the share options outstanding as at 27 February 2025 is between two and three years.
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
210
Whitbread PLC Annual Report and Accounts 2024/25
FINANCIAL STATEMENTS
31. Share-based payment plans continued
Employee Sharesave scheme continued
The following tables list the inputs to the model used for years ended 27 February 2025 and 29 February 2024:
Weighted
Price at Expected Expected Expected Risk-free average
Exercise price grant date term dividend yield volatility rate Vesting fair value
27 February 2025
Grant date
£ £ Years % % % conditions £ per share
Deferred equity awards
30.04.2024
—
31.67
2.15
2.00
N/A
N/A
Service
3
30.36
Deferred equity awards
30.01.2025
—
28.72
2.27
2.00
N/A
N/A
Service
3
27.44
Restricted Share Plan
30.04.2024
—
31.67
3.00
2.00
N/A
N/A
Non-market
1,2,3,4
29.83
Restricted Share Plan
30.01.2025
—
28.72
2.27
2.00
N/A
N/A
Non-market
1,2,3,4
27.44
R&R awards
30.04.2024
—
31.67
1.19
2.00
N/A
N/A
Service
3
30.92
R&R awards
30.01.2025
—
28.72
0.44
2.00
N/A
N/A
Service
3
28.47
SAYE – three years
16.12.2024
23.33
29.42
3.21
2.00
38.8
4.20
Service
3
10.68
SAYE – five years
16.12.2024
23.33
29.42
5.21
2.00
38.8
4.20
Service
3
12.14
Weighted
Price at Expected Expected Expected Risk-free average
Exercise price grant date term dividend yield volatility rate Vesting fair value
29 February 2024
Grant date
£ £ years % % % conditions £ per share
Deferred equity awards
25.04.2023
—
32.59
3.00
2.00
N/A
N/A
Service
3
30.70
Deferred equity awards
11.01.2024
—
36.32
2.29
2.00
N/A
N/A
Service
3
34.69
Restricted Share Plan
25.04.2023
—
32.59
3.00
2.00
N/A
N/A
Non-market
1,2,3,4
30.70
Restricted Share Plan
11.01.2024
—
36.32
2.29
2.00
N/A
N/A
Non-market
1,2,3,4
34.69
R&R awards
11.01.2024
—
36.32
1.65
2.00
N/A
N/A
Service
3
35.97
SAYE – three years
12.12.2023
27.11
33.69
3.22
2.00
38.8
4.25
Service
3
12.08
SAYE – five years
12.12.2023
27.11
33.69
5.22
2.00
38.8
3.95
Service
3
13.63
1 Return on capital employed.
2 Other performance conditions.
3 Employment service.
4 Lease-adjusted net debt.
The fair value of share options granted is estimated as at the date of grant using a stochastic model, taking into account the terms and conditions upon which the options were granted.
Expected volatility reflects the assumption that historical volatility is indicative of future trends, which may not necessarily be the actual outcome. The risk-free rate is the rate of interest
obtainable from government securities over the expected life of the equity incentive. The expected dividend yield is calculated on the basis of publicly available information at the time of
the grant date which, in most cases, is the historical dividend yield. No other features relating to the granting of options were incorporated into the measurement of fair value.
211
Whitbread PLC Annual Report and Accounts 2024/25
31. Share-based payment plans continued
Employee share ownership trust (ESOT)
The Company funds an ESOT to enable it to acquire and hold shares for the share-based
payment plans noted above. The ESOT held 0.8m shares at 27 February 2025 (2023/24:
0.9m). All dividends on the shares in the ESOT are waived by the Trustee.
Total charged to the consolidated income statement for all schemes
2024/25 2023/24
£m £m
Deferred equity
3.5
3.5
R&R Scheme
2.1
2.1
Restricted Share Plan
5.7
5.6
Employee Sharesave scheme
5.5
4.6
Equity settled
16.8
15.8
32. Retirement benefits
Defined contribution schemes
The Group operates a contracted-in defined contribution scheme under the Whitbread
Group Pension Fund. Contributions by both employees and Group companies are held
in externally invested, trustee-administered funds.
The Group contributes a specified percentage of earnings for members of the above
defined contribution scheme, and thereafter has no further obligations in relation to the
scheme. The total cost charged to the consolidated income statement in relation to the
defined contribution scheme in the year was £16.4m (2023/24: £14.7m). At the year-end,
the Group owed outstanding contributions of £3.1m (2023/24: £2.8m) in respect of the
defined contribution scheme.
Defined benefit scheme
The defined benefit (final salary) section of the principal Group pension scheme, the
Whitbread Group Pension Fund, was closed to new members on 31 December 2001 and to
future accrual on 31 December 2009. The Whitbread Group Pension Fund is set up under
UK trust law, registered with His Majesty’s Revenue and Customs and regulated by the
Pensions Regulator. The Whitbread Group Pension Fund is governed by a corporate trustee
which operates the scheme in accordance with the requirements of UK pensions legislation.
The surplus recognised in the consolidated balance sheet in respect of the defined benefit
pension scheme is the fair value of the plan assets less the present value of the defined
benefit obligation at the end of the reporting period. The IAS 19 pension cost relating to the
defined benefit section of the Whitbread Group Pension Fund is assessed in accordance
with actuarial advice from, and calculations provided by, Lane Clark & Peacock, using the
projected unit credit method. The present value of the defined benefit obligation is determined
by discounting the estimated future cash outflows using interest rates of high quality corporate
bonds that have terms to maturity approximating to the terms of the related pension
obligation. Actuarial gains and losses arising from experience adjustments and changes in
actuarial assumptions are charged or credited to equity in other comprehensive income in
the period in which they arise. As the scheme is closed to future accrual, there is no future
service cost.
The surplus has been recognised as, under the governing documentation of the Whitbread
Group Pension Fund, the Group has an unconditional right to receive a refund, assuming
the gradual settlement of the scheme liabilities over time until all members and their
dependants have either died or left the scheme, in accordance with the provisions of
IFRIC 14 IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements
and their Interaction.
With the pensioner buy-in policy purchased in June 2022, the defined benefit scheme
has now insured around 50% of pensioners, under which the benefits payable to defined
benefit members covered under the policy became fully insured, thus reducing the Group’s
exposure to changes in longevity, interest rates, inflation and other relevant factors.
The weighted average duration of the defined benefit plan obligation at the end of the
reporting period is 12 years (2023/24: 13 years).
The Group continues to monitor the Virgin Media Ltd vs NTL Pension Trustees court case,
despite the Court of Appeal recently upholding the earlier decision of the High Court
against Virgin Media, based on the work performed by the Group to date, it remains
appropriate that no adjustment is made to the Group’s financial statements, and we will
continue to keep this matter under review.
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
212
Whitbread PLC Annual Report and Accounts 2024/25
FINANCIAL STATEMENTS
32. Retirement benefits continued
Funding
Expected contributions to be made in the next reporting period total £6.7m (2023/24: £17.7m).
In 2024/25, contributions were £17.1m with £5.1m from the employer, £11.8m from Moorgate
Scottish Limited Partnership (SLP) and £0.2m of benefits settled by the Group in relation
to an unfunded scheme (2023/24: £17.7m, with £5.1m from the employer, £11.4m from
Moorgate SLP and £0.2m of benefits settled by the Group in relation to an unfunded scheme).
In addition, Whitbread paid £0.8m (2023/24: £0.8m) of investment manager expenses.
A scheme specific actuarial valuation for the purpose of determining the level of cash
contributions to be paid into the Whitbread Group Pension Fund was undertaken as at
31 March 2023 by Towers Watson Ltd using the projected unit credit method. The valuation
showed a surplus of assets relative to technical provisions of £34.0m (31 March 2020:
surplus of £55.0m). As a result, no deficit reduction contributions are due.
A scheme specific actuarial valuation of the scheme as at 31 March 2025 is currently being
carried out.
The Trustee holds as security £531.5m of Whitbread’s freehold property and this is expected
to remain at this level until no further obligations are due under the Scottish Partnership
arrangements. Following that, which is expected to be the case during the 2025/26
financial year, the security held by the Trustee will be the lower of: £500.0m; and 120%
of the buy-out deficit and will remain in place until there is no longer a buy-out deficit.
Investment in Moorgate SLP
Up until February 2025, the pension scheme received a share of the partnership profits
from its investment in Moorgate SLP, which was established by the Group in the year ended
4 March 2010 (the share in profits was accounted for by the Group as pension contributions
at the time of payment). The partnership interests in Moorgate SLP are held by the Group,
the general partner and by the pension scheme.
Moorgate SLP holds an investment in a further partnership, Farringdon Scottish Partnership
(SP), established in the same year. Property assets were transferred from other Group
companies to Farringdon SP and are leased back to Whitbread Group PLC and Premier Inn
Hotels Limited. The Group retains control over these properties, including the flexibility to
substitute alternative properties. However, the Trustee has first charge over the property
portfolio and certain other assets with an aggregate value of £228.0m which is included
in the charge of £531.5m above. The Group retains control over both partnerships and,
as such, they are fully consolidated in these consolidated financial statements.
The Pension Scheme is a partner in Moorgate SLP and, as such, was entitled to an annual
share of the profits of the partnership up until February 2025. The underlying agreement
will most likely terminate during the next financial year. At the end of this agreement, the
partnership capital allocated to the Pension Scheme partner will, depending on the funding
position of the Pension Scheme at that time, be transferred in cash to the Pension Scheme
up to a value of £150.0m. The Group does not currently expect to need to pay out a material
value under this clause as the funding position as at this year end is in a technical funding
surplus, noting this is subject to change up to the point of the partnership agreement being
terminated after this financial year.
Under IAS 19, the investment held by the pension scheme in Moorgate SLP, a consolidated
entity, does not represent a plan asset for the purposes of the consolidated financial statements.
213
Whitbread PLC Annual Report and Accounts 2024/25
32. Retirement benefits continued
Risks
Through its defined benefit scheme, the Group is exposed to a number of risks in relation to the IAS 19 surplus, the most significant of which are detailed below:
Risk
Description
Principal impact on assets and obligation reconciliations
Market volatility
The value of the defined benefit obligation is linked to AA-rated corporate bonds whilst the
•
Return on plan assets
scheme invests some of its assets in other asset classes (including those denominated in foreign
•
Actuarial movements in financial assumptions
currencies). These assets include private equities, secure income assets, gilts, swaps and cash. This
exposes the Group to risks including those relating to interest rates, equity markets, foreign
exchange and climate change. As a result, any change in market conditions which impacts the
value of the scheme’s assets or the interest rate on AA-rated corporate bonds will lead to volatility
in the Group’s net pension surplus on the balance sheet, pension expense in the income statement
and remeasurement of movements in other comprehensive income. There is the potential for
heightened market volatility through a number of different sources, including the economic impact
of geopolitical events (e.g. regional conflicts or the potential for trade wars), and the policy
response of central banks to changing economic conditions (e.g. growth and inflation) which could
have consequential implications on interest rates, in addition to wider economic impacts. There are
also longer-term macroeconomic risks, such as the possible risk of recession and constraints on
market liquidity, which could all adversely affect the scheme’s assets.
Inflationary risk
Due to the link between the scheme obligation and inflation, an increase in the expected future
•
Actuarial movements in financial assumptions
rate of inflation will lead to higher scheme liabilities, although this is mitigated by the scheme
holding inflation-linked assets which aim to match the increase in liabilities.
Accounting The defined benefit obligation is calculated by projecting the future cash flows of the scheme for
•
Discount rate: interest income on scheme assets and cost
assumptions many years into the future. Consequently, the assumptions used can have a significant impact on on liabilities
the balance sheet position and income statement charge. In practice, future scheme experience
•
Mortality: actuarial movements in demographic assumptions
may not be in line with the assumptions adopted. For example, an increase in the life expectancy
•
Actuarial movements in financial assumptions
of members would increase scheme liabilities.
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
214
Whitbread PLC Annual Report and Accounts 2024/25
FINANCIAL STATEMENTS
32. Retirement benefits continued
The principal assumptions used by the independent qualified actuaries in updating the most
recent valuation carried out as at 31 March 2023 of the UK scheme to 27 February 2025 for
IAS 19 Employee Benefits purposes (2023/24: 31 March 2020 to 29 February 2024) were:
At At
27 February 29 February
2025 2024
% %
Pre-April 2006 rate of increase in pensions in payment
3.00
3.10
Post-April 2006 rate of increase in pensions in payment
2.10
2.10
Pension increases in deferment
3.00
3.10
Discount rate
5.50
5.00
Inflation assumption
3.20
3.20
Life expectancy assumptions
Retiring at the balance sheet date at age 65 – male
19.7 years
19.5 years
Retiring at the balance sheet date at age 65 – female
22.4 years
22.1 years
Retiring at the balance sheet date in 20 years at age 65 – male
20.7 years
20.4 years
Retiring at the balance sheet date in 20 years at age 65 – female
23.5 years
23.3 years
The life expectancies shown above are based on standard mortality tables which allow for
future mortality improvements. The mortality improvement assumption has been updated
to use the CMI 2023 model. The CMI 2023 model parameters include some weighting for
2023 mortality experience.
The amounts recognised in the consolidated income statement in respect of the defined
benefit scheme are as follows:
2024/25 2023/24
£m £m
Net interest on net defined benefit surplus
(8.3)
(16.2)
Administrative expense
5.1
5.0
Total income recognised in the consolidated income statement
(gross of deferred tax)
(3.2)
(11.2)
The amounts taken to the consolidated statement of comprehensive income are as follows:
2024/25 2023/24
£m £m
Actuarial (gains)/losses
(59.8)
4.6
Return on plan assets lower than discount rate
111.5
183.6
Remeasurement effects recognised in other comprehensive
income
51.7
188.2
The amounts recognised in the consolidated balance sheet are as follows:
2025 2024
£m £m
Present value of defined benefit obligation
(1,641.2)
(1,719.6)
Fair value of scheme assets
1,775.8
1,884.8
Surplus recognised in the consolidated balance sheet
134.6
165.2
Changes in the present value of the defined benefit obligation are as follows:
2024/25 2023/24
£m £m
Opening defined benefit obligation
1,719.6
1,723.0
Interest cost
83.7
83.7
Remeasurement due to:
Changes in financial assumptions
(95.4)
(17.5)
Changes in demographic assumptions
26.9
(17.9)
Experience adjustments
8.7
40.0
Benefits paid
(102.1)
(91.5)
Unfunded pension scheme benefits settled by the Group
1
(0.2)
(0.2)
Closing defined benefit obligation
1,641.2
1,719.6
215
Whitbread PLC Annual Report and Accounts 2024/25
32. Retirement benefits continued
Changes in the fair value of the scheme assets are as follows:
2024/25 2023/24
£m £m
Opening fair value of scheme assets
1,884.8
2,047.7
Interest income on scheme assets
92.0
99.9
Return on plan assets lower than discount rate
2
(111.5)
(183.6)
Contributions from employer
1
5.1
5.1
Additional contributions from Moorgate SLP
1
11.8
11.4
Investment manager expenses paid by the employer
1
0.8
0.8
Benefits paid
(102.1)
(91.5)
Administrative expenses
(5.1)
(5.0)
Closing fair value of scheme assets
1,775.8
1,884.8
The major categories of plan assets are as follows:
2025
2024
Quoted and Quoted and
pooled Unquoted Total pooled Unquoted Total
£m £m £m £m £m £m
Bonds
38.3
1.2
39.5
—
1.3
1.3
Private markets
—
273.5
273.5
—
356.4
356.4
Liability-driven investments (LDI)
3
981.5
—
981.5
1,022.9
—
1,022.9
Cash and other
4
20.0
4.1
24.1
24.2
6.1
30.3
Buy-in insurance
—
457.2
457.2
—
473.9
473.9
1,039.8
736.0
1,775.8
1,047.1
837.7
1,884.8
1 The total of these items equals the cash paid by the Group as per the consolidated cash flow statement. ‘Contributions from employer’ include contributions to cover administration expenses.
2 Includes cost of managing fund assets.
3 Liability-driven investments include UK fixed and index-linked gilts, repurchase agreements and reverse repurchase agreements, interest rate and inflation (RPI) swaps, gilt futures and cash.
4 Other primarily relates to assets held in respect of cash and net current assets.
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
216
Whitbread PLC Annual Report and Accounts 2024/25
FINANCIAL STATEMENTS
32. Retirement benefits continued
The assumptions in relation to discount rate, mortality and inflation have a significant effect
on the measurement of scheme liabilities. The following table shows the sensitivity of the
valuation to changes in these assumptions:
(Increase)/decrease in (Increase)/decrease in gross
net defined benefit surplus defined benefit liability
2025 2024 2025 2024
£m £m £m £m
Discount rate
1.00% increase to discount rate
(131.0)
(150.0)
165.0
188.0
1.00% decrease to discount rate
159.0
187.0
(199.0)
(231.0)
Inflation
0.25% increase to inflation rate
23.0
32.0
(29.0)
(38.0)
0.25% decrease to inflation rate
(23.0)
(31.0)
29.0
37.0
Life expectancy
Additional one-year increase to life
expectancy
38.0
42.0
(60.0)
(64.4)
The above sensitivity analyses are based on a change in an assumption whilst holding all
other assumptions constant. In practice, this is unlikely to occur and changes in some of
the assumptions may be correlated. Where the discount rate is changed this will have an
impact on the valuation of scheme assets in the opposing direction.
When calculating the sensitivity of the defined benefit obligation to significant actuarial
assumptions, the same method (projected unit credit method) has been applied as
when calculating the pension surplus recognised within the consolidated balance sheet.
The methods and types of assumptions did not change.
As the Trustees of the Fund have a strategy in place to hedge the Fund’s liabilities against
movements in interest rates and inflation, it is likely that movements in assets and liabilities
will offset.
33. Related party disclosure
The Group consists of a parent company, Whitbread PLC, incorporated in the UK, and a
number of subsidiaries and joint ventures held directly and indirectly by Whitbread PLC,
which operate and are incorporated around the world. Note 9 to the Company’s separate
financial statements lists details of the interests in subsidiaries and related undertakings.
The Group holds 6% as a general partnership interest in Moorgate Scottish Limited
Partnership (SLP) with Whitbread Pension Trustees holding the balance as a limited
partner. Moorgate SLP holds a 67.8% investment in a further partnership, Farringdon
Scottish Partnership (SP), which was established by the Group to hold property assets.
The remaining 32.2% interest in Farringdon SP is owned by the Group. The partnerships
were set up in 2009/10 as part of a transaction with Whitbread Pension Trustees and the
Group retains control over both partnerships and, as such, they are fully consolidated in
these consolidated financial statements. Further details can be found in Note 32.
Shares in Whitbread Group PLC are held directly by Whitbread PLC. Shares in the other
subsidiaries are held directly and indirectly by Whitbread Group PLC.
Related party transactions
2024/25 2023/24
Joint Joint
ventures ventures
£m £m
Sales to a related party
1.1
—
Purchases from a related party
—
0.1
Amounts owed by a related party
—
—
Amounts owed to a related party
—
—
Other transactions with joint ventures
The sales to a related party majority relates to the £1.1m Franchise Fee charged by
Whitbread to one of its Joint Ventures.
For details of the Group’s investments in and loans to joint ventures, see Note 16; those
details are excluded from the table above.
217
Whitbread PLC Annual Report and Accounts 2024/25
33. Related party disclosure continued
Key management personnel
The key management personnel of the Group are defined as the members of the
Whitbread PLC Executive Committee. Compensation of key management personnel
(including directors) is set out below.
2024/25 2023/24
£m £m
Short-term employee benefits
7.5
8.0
Post-employment benefits
—
—
Share-based payments
6.0
6.3
13.5
14.3
Terms and conditions of transactions with related parties
Sales to, and purchases from, related parties are made at normal market prices. Outstanding
balances at year-end are unsecured and settlement occurs in cash. There have been no
guarantees provided, or received, for any related party receivables. No adjustment for
expected credit loss relating to amounts owed by related parties has been made (2023/24: £nil).
An assessment is undertaken, each financial year, through examining the financial position
of the related parties and the market in which the related parties operate.
Transactions with other related parties
Details of transactions with directors are detailed in Note 7.
34. Events after the balance sheet date
Share buy-back
The Board of directors approved a share buy-back on 30 April 2025 for £250.0m and is in
the process of appointing the relevant brokers to undertake the programme in accordance
with that approval.
35. Asset acquisitions
During this and the previous year, the Group has purchased a number of properties; the
legal form of the transactions varies between acquisition of the property or acquisition of
the company holding title of the property, as well as noting that a number of properties are
purchased in a state that means they do not meet the definition of a business on acquisition.
For the remaining properties which do meet the definition of being a business on acquisition,
these transactions have been accounted for as asset acquisitions under IFRS 3 Business
Combinations as the fair value of the assets is concentrated in a single group of similar
assets in each deal analysed. The transactions form part of the Group’s strategic priorities
over both international growth and continued UK market share gains.
FINANCIAL STATEMENTS
Whitbread PLC Annual Report and Accounts 2024/25
218 FINANCIAL STATEMENTS
COMPANY BALANCE SHEET Company number: 04120344
At 27 February 2025
Notes
27 February
2025
£m
29 February
2024
£m
Non-current assets
Investment in subsidiaries 3 2,489.6 2,472.8
Other receivables 4 273.9 598.1
Total non-current assets 2,763.5 3,070.9
Current assets
Other receivables 4 250.0 350.0
Total assets 3,013.5 3,420.9
Current liabilities
Other payables 5 (9.7) (12.4)
Other financial liabilities — (12.3)
Total liabilities (9.7) (24.7)
Net assets 3,003.8 3,396.2
Equity
Share capital 6 145.2 151.8
Share premium 7 1,038.7 1,031.8
Capital redemption reserve 7 70.3 63.5
Retained earnings 7 2,279.6 2,687.2
Treasury reserve 7 (530.0) (538.1)
Total equity 3,003.8 3,396.2
The profit and loss account of the parent company is omitted from the Company’s accounts by virtue of the exemption granted by section 408 of the Companies Act 2006. The profit
generated in the year for ordinary shareholders, and included in the financial statements of the parent company, amounted to £13.8m (2023/24: £517.5m).
Dominic Paul
Chief Executive
30 April 2025
Hemant Patel
Chief Financial Officer
219
Whitbread PLC Annual Report and Accounts 2024/25
COMPANY STATEMENT OF CHANGES IN EQUITY
Year ended 27 February 2025
Share
capital
(Note 6)
£m
Share
premium
(Note 7)
£m
Capital
redemption
reserve
(Note 7)
£m
Retained
earnings
(Note 7)
£m
Treasury
reserve
(Note 7)
£m
Total
£m
At 2 March 2023 164.9 1,026.6 50.2 2,928.4 (544.5) 3,625.6
Profit for the year — — — 517.5 — 517.5
Total comprehensive income — — — 517.5 — 517.5
Ordinary shares issued on exercise of employee share options 0.2 5.2 — — — 5.4
Loss on ESOT shares issued — — — (6.4) 6.4 —
Accrued share-based payments — — — 15.8 — 15.8
Dividends paid — — — (164.7) — (164.7)
Share buy-back, commitment and cancellation (13.3) — 13.3 (603.4) — (603.4)
At 29 February 2024 151.8 1,031.8 63.5 2,687.2 (538.1) 3,396.2
Profit for the year — — — 13.8 — 13.8
Total comprehensive income — — — 13.8 — 13.8
Ordinary shares issued on exercise of employee share options 0.1 7.0 — — — 7.1
Loss on ESOT shares issued — — — (8.1) 8.1 —
Accrued share-based payments — — — 16.8 — 16.8
Dividends paid — — — (178.1) — (178.1)
Share buy-back, commitment and cancellation (6.8) — 6.8 (252.0)
— (252.0)
Conversion of preference share capital 0.1 (0.1) — — — —
At 27 February 2025 145.2 1,038.7 70.3 2,279.6 (530.0) 3,003.8
FINANCIAL STATEMENTS
Whitbread PLC Annual Report and Accounts 2024/25
220 FINANCIAL STATEMENTS
NOTES TO THE COMPANY FINANCIAL STATEMENTS
Year ended 27 February 2025
1. Basis of accounting
The financial statements of Whitbread PLC for the year ended 27 February 2025 were
authorised for issue by the Board of directors on 30 April 2025. The financial year represents
the 52 weeks to 27 February 2025 (prior financial year: 52 weeks to 29 February 2024).
The financial statements are prepared under the historical cost convention and in accordance
with applicable UK Accounting Standards. The Company meets the definition of a qualifying
entity under FRS 100 Application of Financial Reporting Requirements as issued by the
Financial Reporting Council (FRC). Accordingly, in the year ended 3 March 2016, the Company
underwent transition from reporting under UK GAAP to FRS 101 Reduced Disclosure
Framework. The financial statements are therefore prepared in accordance with FRS 101.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions
available under that standard in relation to share-based payments, non-current assets held
for sale, financial instruments, capital management, presentation of comparative information
in respect of certain assets, presentation of a cash flow statement, standards not yet effective,
impairment of non-current assets and related party transactions.
Where required, equivalent disclosures are given in the consolidated financial statements of
the Group.
Going concern
The directors have concluded that it is appropriate for the financial statements to be
prepared on the going concern basis (see Note 2 to the consolidated financial statements).
2. Summary of significant accounting policies
Investments
Investments held as non-current assets are stated at cost less provision for any impairment.
The carrying values of investments are reviewed for impairment when events or changes in
circumstances indicate that the carrying amounts may not be recoverable.
Critical accounting judgements and key sources of estimation uncertainty
In the opinion of the directors, there are no critical accounting judgements or key sources
of estimation uncertainty in relation to the parent company financial statements.
3. Investment in subsidiary undertakings
Investments at cost
2025
£m
2024
£m
Opening investments 2,472.8 2,457.0
Contributions to subsidiaries in respect of share-based payments 16.8 15.8
Closing investments 2,489.6 2,472.8
Significant trading subsidiary undertakings
Principal activity
Country of
incorporation
Country of
principal
operations
% of equity
and votes
held
Whitbread Group PLC Hotels and restaurants England England 100.0
Premier Inn Hotels Limited Hotels England England 100.0
Whitbread Group PLC, in which the Company has an investment, holds 6% as a general
partnership interest in Moorgate Scottish Limited Partnership (SLP) with Whitbread Pension
Trustees holding the balance as a limited partner. Moorgate SLP holds a 67.8% investment in a
further partnership, Farringdon Scottish Partnership (SP), which was established by the Group
tohold property assets. The remaining 32.2% interest in Farringdon SP is owned by Whitbread
Group PLC. The partnerships were set up in 2009/10 as part of a transaction with Whitbread
Pension Trustees. Further details can be found in Note 32 of the Whitbread PLC consolidated
financial statements.
Shares in Whitbread Group PLC are held directly by Whitbread PLC. Shares in the other
subsidiaries are held directly or indirectly by Whitbread Group PLC or its subsidiaries.
Afulllist of subsidiaries and related undertakings is provided in Note 9.
4. Other receivables
2025
£m
2024
£m
Amounts due from subsidiary undertakings 523.9 948.1
523.9 948.1
Analysed as:
Current 250.0 350.0
Non-current 273.9 598.1
523.9 948.1
221
Whitbread PLC Annual Report and Accounts 2024/25
5. Other payables
2025
£m
2024
£m
Unclaimed dividends 5.1 6.7
Corporation tax payable 4.6 5.7
9.7 12.4
6. Share capital
Ordinary share capital
Allotted, called up and fully paid ordinary shares of 76.80 pence each
(2023/24:76.80pence each)
million £m
At 2 March 2023 214.6 164.9
Issued on exercise of employee share options 0.2 0.2
Share buy-back, commitment and cancellation (17.3) (13.3)
At 29 February 2024 197.5 151.8
Issued on exercise of employee share options 0.1 0.1
Conversion of preference share capital 0.1 0.1
Share buy-back, commitment and cancellation (8.9) (6.8)
At 27 February 2025 188.8 145.2
Employee share options
During the year, options over 0.1m (2023/24: 0.2m) ordinary shares, fully paid, were
exercised by employees under the terms of various share option schemes. The Company
received proceeds of £3.3m (2023/24: £5.4m) on exercise of these options.
Share forfeiture
The Group has implemented a share forfeiture programme following the completion
ofatracing and notification exercise to any shareholders who have not had contact with
theCompany over the past 12 years, in accordance with the provisions set out in the
Company’s Articles of Association. Under the share forfeiture programme the shares and
dividends associated with shares of untraced members have been forfeited. During the
financial year, the Group received £3.8m proceeds from the sale of untraced shares
reflected in share premium and recorded a £2.1m write-back of unclaimed dividends
reflected as a reduction in dividends paid in the year.
Share buy-back, commitment and cancellation
The Company purchased and cancelled 8.9m shares with a nominal value of £6.8m under
the share buy-back programmes running through this financial year. Consideration of
£264.3m, including associated fees and stamp duty of £2.0m, was paid during the year.
Thefinal payment to shareholders in relation to the share buy-back programme, which
wasannounced in October 2024, was made on 12 November 2024.
Preference share capital
Allotted, called up and fully paid shares of 1 penny each (2023/24: 1 penny each)
B shares C shares
million £m million £m
At 2 March 2023 and 29 February 2024 2.0 — 1.9 —
Converted in year (2.0) — (1.9) —
At 27 February 2025 — — — —
During the year, the Company converted its existing B shares and C shares into ordinary
shares in accordance with the relevant conversion provisions under the articles of
association. As part of the conversion mechanism, short-term deferred shares of 1/153
pence each, with an aggregate nominal value of £0.1m (equal to less than 0.01% of the
Company’s called-up share capital), were created and promptly indirectly transferred
backto the Company in order to finalise the conversion process. The deferred shares
weretransferred to the Company by way of gift and accordingly the Company did not
payany consideration in respect of such transfer.
As part of the conversion process, a final preference dividend was paid to B shareholders
and C shareholders in the year, as shown within Note 11.
7. Reserves
Share premium
The share premium reserve is the premium paid on the Company’s 76.80 pence ordinary shares.
Capital redemption reserve
A capital redemption reserve was created on the cancellation of the Company’s B and C
preference shares and the nominal value of cancelled ordinary shares.
FINANCIAL STATEMENTS
222
Whitbread PLC Annual Report and Accounts 2024/25
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
FINANCIAL STATEMENTS
7. Reserves continued
Retained earnings
Retained earnings are the net earnings not paid out as dividends, but retained to be reinvested.
Treasury reserve
This reserve relates to shares held by an independently managed employee share ownership
trust (ESOT) and treasury shares held by Whitbread PLC. The shares held by the ESOT were
purchased in order to satisfy outstanding employee share options and potential awards
under the Long Term Incentive Plan (LTIP) and other incentive schemes.
The movement in treasury reserves during the year is set out in the table below:
Treasury shares held by
Whitbread PLC ESOT shares held
million £m million £m
At 2 March 2023 12.5 514.5 1.2 30.0
Exercised during the year — — (0.3) (6.4)
At 29 February 2024 12.5 514.5 0.9 23.6
Exercised during the year — — (0.3) (8.1)
Purchase of ESOT shares — (5.1) 0.2 5.1
At 27 February 2025 12.5 509.4 0.8 20.6
Distributable reserves
As at 27 February 2025, Whitbread PLC had distributable reserves of £1,516.3m
(2023/24:£1,932.6m).
8. Contingent liabilities
Whitbread PLC is a member of the Whitbread Group PLC VAT group. All members of this
group are jointly and severally liable for the VAT liability. At the balance sheet date that
VATGroup’s liability amounted to £42.1m (2023/24: £42.7m).
9. Related parties
Details of related undertakings are shown below:
Active related undertakings
% class of
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares parent the parent value (where
Company name incorporation held company company) applicable)
AIRE HIEX Stuttgart
Germany
Ordinary EUR
—
100.0
100.0
Verwaltungs GmbH 50,000
Brickwoods Limited
England
1
Ordinary £0.25
—
100.0
100.0
Duttons Brewery Limited
England
1
Ordinary £1.00
—
100.0
100.0
Elm Hotel Holdings
England
1
Ordinary £0.10
—
100.0
100.0
Limited
Farringdon Scottish
Scotland
2
N/A
N/A
N/A
N/A
Partnership
Leeds City Hotels Limited
England
1
Ordinary
—
100.0
100.0
£100.00
London Hotel Holdings
England
1
Ordinary
—
100.0
100.0
Limited £100.00
London Hotel Holdings 2
England
1
Ordinary
—
100.0
100.0
Limited £100.00
Manchester Hotel
England
1
Ordinary
—
100.0
100.0
Holdings Limited £10.00
Milton (SC) 2 Limited
Scotland
2
Ordinary £1.00
—
100.0
100.0
Milton (SC) Limited
Scotland
2
Ordinary £1.00
—
100.0
100.0
Milton 1 Limited
England
1
Ordinary £1.00
—
100.0
100.0
Moorgate Scottish
Scotland
2
N/A
N/A
N/A
N/A
Limited Partnership
Newbury Park Hotels
England
1
Ordinary
—
100.0
100.0
Limited £100.00
PI Hotels and
Restaurants Ireland
Ireland
3
Ordinary EUR 1
—
100.0
100.0
Limited
Premier Inn (Bath Street)
Jersey
5
Ordinary £1.00
—
100.0
100.0
Limited
Premier Inn (Guernsey)
Guernsey
16
Ordinary £1.00
—
100.0
100.0
Limited
223
Whitbread PLC Annual Report and Accounts 2024/25
% class of
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares parent the parent value (where
Company name incorporation held company company) applicable)
Premier Inn (Isle of Man) Isle of
Ordinary £1.00
—
100.0
100.0
Limited
Man
4
Premier Inn (Jersey)
Jersey
5
Ordinary £1.00
—
100.0
100.0
Limited
Premier Inn (UK) Limited
England
1
Ordinary £1.00
—
100.0
100.0
Premier Inn AT Holding
Austria
18
Ordinary EUR
—
100.0
100.0
GmbH 35,000
Premier Inn AT
Austria
18
Ordinary EUR
—
100.0
100.0
Hotelbetriebsgesellschaft 35,000
GmbH
Premier Inn AT
Austria
18
Ordinary EUR
—
100.0
100.0
Immobilienbesitz GmbH 35,000
Premier Inn Dortmund
Germany
8
Ordinary EUR
—
100.0
100.0
Königswall GmbH 25,000
Premier Inn Essen City
Germany
8
Ordinary EUR
—
100.0
100.0
Hauptbahnhof GmbH 25,000
Premier Inn Flensburg City
Germany
8
Ordinary EUR
—
100.0
100.0
GmbH 25,000
Premier Inn Frankfurt
Germany
8
Ordinary EUR
—
100.0
100.0
City Ostbahnhof GmbH 25,000
Premier Inn Frankfurt
Germany
8
Ordinary EUR
—
100.0
100.0
Eschborn GmbH 25,000
Premier Inn Glasgow
England
1
Ordinary £1.00
—
100.0
100.0
Limited
Premier Inn GmbH
Germany
8
Ordinary EUR
—
100.0
100.0
25,000
Premier Inn Hamburg
Germany
8
Ordinary EUR
—
100.0
100.0
Nordanalstrasse GmbH 25,000
Premier Inn Holding
Germany
8
Ordinary EUR
—
100.0
100.0
GmbH 25,000
9. Related parties continued
Active related undertakings continued
% class of
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares parent the parent value (where
Company name incorporation held company company) applicable)
Premier Inn Hotel GmbH
Germany
8
There are no
—
100.0
100.0
classes of
shares. The
total nominal
share capital
amounts to
EUR
300,000
into two and is divided
the nominal shares, one in
amount of EUR 275,000 and
one in the
nominal
amount of EUR
25,000
Premier Inn Hotels Limited
England
1
Ordinary £1.00
—
100.0
100.0
Premier Inn Hotels LLC
United
Ordinary AED
—
49.0
49.0
Arab 1,000
Emirates
6
Premier Inn Hotels Qatar
Qatar
7
Ordinary QAR
—
24.0
24.0
100.00
Premier Inn Immo
Germany
8
Ordinary EUR
—
100.0
100.0
19 GmbH 25,000
Premier Inn Immo
Germany
8
Ordinary EUR
—
100.0
100.0
20 GmbH 25,000
Premier Inn Immo
Germany
8
Ordinary EUR
—
100.0
100.0
21 GmbH 25,000
Premier Inn Immo
Germany
8
Ordinary EUR
—
100.0
100.0
22 GmbH 25,000
Premier Inn Immo
Germany
8
Ordinary EUR
—
100.0
100.0
23 GmbH 25,000
Premier Inn Immo
Germany
8
Ordinary EUR
—
100.0
100.0
24 GmbH 25,000
Premier Inn Immo
Germany
8
Ordinary EUR
—
100.0
100.0
25 GmbH 25,000
FINANCIAL STATEMENTS
224
Whitbread PLC Annual Report and Accounts 2024/25
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
FINANCIAL STATEMENTS
% class of
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares parent the parent value (where
Company name incorporation held company company) applicable)
Premier Inn International
England
1
Ordinary £1.00
—
100.0
100.0
Development Limited
Premier Inn Manchester
England
1
Ordinary £1.00
—
100.0
100.0
Airport Limited
Premier Inn Manchester
England
1
Ordinary £1.00
—
100.0
100.0
Trafford Limited
Premier Inn Mannheim
Germany
8
Ordinary EUR
—
100.0
100.0
Quadrate T1 GmbH 25,000
Premier Inn München
Germany
8
Ordinary EUR
—
100.0
100.0
Frankfurter Ring GmbH 25,000
Premier Inn Ochre Limited
England
1
Ordinary £1.00
—
100.0
100.0
Premier Inn Rostock City
Germany
8
Ordinary EUR
—
100.0
100.0
Hafen GmbH 25,000
Premier Inn
Germany
8
Ordinary EUR
—
100.0
100.0
Verwaltungsgesellschaft 25,000
Süd GmbH
Premier Inn
England
1
Ordinary £1.00
—
100.0
100.0
Westminster Limited
Premier Travel Inn
England
1
Ordinary £1.00
—
100.0
100.0
India Limited
PT. Whitbread Indonesia
Indonesia
10
Ordinary USD
—
100.0
100.0
1.00
PTI Middle East Limited
United
Ordinary AED
—
100.0
100.0
Arab 1,000
Emirates
11
Quay House Admirals
England
1
Ordinary £1.00
—
100.0
100.0
Way Land Limited
Silk Street Hotels Limited
England
1
Deferred £1.00
—
100.0
99.1
Ordinary USD
100.0
100.0
0.01
St Andrews Homes Limited
England
1
Ordinary £1.00
—
100.0
100.0
9. Related parties continued
Active related undertakings continued
% class of
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares parent the parent value (where
Company name incorporation held company company) applicable)
Swift Hotels Limited
England
1
Ordinary £1.00
—
100.0
0.1
Preference
100.0
99.9
£5.00
T.F. Ashe &
England
1
Deferred £1.00
—
100.0
0.1
Nephew Limited
Ordinary £0.01
100.0
100.0
UNA 312. Equity
Germany
8
Ordinary EUR
—
100.0
100.0
Management GmbH 25,000
UNA 352. Equity
Germany
8
Ordinary EUR
—
100.0
100.0
Management GmbH 25,000
Wembley Park Holdings
England
1
Ordinary£1.00
—
100.0
100.0
Limited
Whitbread Asia Pacific
Singapore
12
Ordinary SGD
—
100.0
100.0
Private Limited 1.00
Whitbread East
England
1
Ordinary £1.00
—
100.0
100.0
Pennines Limited
Whitbread Group PLC
England
1
Ordinary £0.23
100.0
—
50.0
A ordinary
100.0
—
50.0
£0.25
Whitbread Hotel
England
1
Ordinary £0.10
—
100.0
100.0
Company Limited
Whitbread International
China
9
Ordinary RMB
—
100.0
100.0
Sourcing Business Services 1.00
(Shanghai) Co., Ltd
Whitbread Properties
England
1
5% non-
—
100.0
24.9
Limited cumulative
preference
£0.50
7% non-
100.0
24.9
cumulative
preference
£0.25
Ordinary £0.175
100.0
58.7
Whitbread West
England
1
Ordinary £1.00
—
100.0
24.9
Pennines Limited
225
Whitbread PLC Annual Report and Accounts 2024/25
% class of
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares parent the parent value (where
Company name incorporation held company company) applicable)
WHRI Development United Ordinary AED
—
100.0
24.9
DMCC Arab 1,000
Emirates
13
WHRI Holding
England
1
Ordinary £1.00
—
100.0
100.0
Company Limited
Dormant related undertakings
% of class
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
Advisebegin Limited
England
1
Ordinary £1.00
—
100.0
100.0
Alastair Campbell &
Scotland
15
Ordinary £1.00
—
100.0
100.0
Company Limited
Archibald Campbell
Scotland
15
Ordinary £1.00
—
100.0
100.0
Hope & King Limited
Autumn Days Limited
England
1
Ordinary £1.00
—
100.0
100.0
Belgrave Hotel Limited
England
1
Ordinary £1.00
—
100.0
100.0
Belstead Brook Manor
England
1
Ordinary £1.00
—
100.0
100.0
Hotel Limited
Brewers Fayre Limited
England
1
Ordinary £1.00
—
100.0
100.0
Britannia Inns Limited
England
1
Ordinary £1.00
—
100.0
100.0
Broughton Park
England
1
Ordinary £1.00
—
100.0
100.0
Hotel Limited
Carpenters of
England
1
Ordinary £1.00
—
100.0
100.0
Widnes Limited Deferred
—
100.0
100.0
ordinary £1.00
Cherwell Inns Limited
England
1
A ordinary
—
100.0
66.7
non-voting
£1.00
Ordinary £1.00
—
100.0
33.3
% of class
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
Chiswell Overseas Limited
England
1
Ordinary £1.00
—
100.0
100.0
Chiswell Properties Limited
England
1
Ordinary £1.00
—
100.0
100.0
Churchgate Manor
England
1
Ordinary £1.00
—
100.0
100.0
Hotel Limited
Country Club
England
1
Ordinary £1.00
—
100.0
100.0
Hotels Limited
Cromwell Hotel
England
1
Ordinary £1.00
—
100.0
100.0
(Stevenage)
Cymric Hotel
England
1
Ordinary £1.00
—
100.0
100.0
Company Limited
Danesk Limited
Scotland
14
Ordinary £1.00
—
100.0
100.0
David Williams
England
1
Ordinary £1.00
—
100.0
100.0
(Builth)Limited
Dealend Limited
England
1
Ordinary £1.00
—
100.0
100.0
Delamont Freres Limited
England
1
Ordinary £1.00
—
100.0
100.0
Delaunay Freres Limited
England
1
Ordinary £1.00
—
100.0
100.0
Dome Restaurants Limited
England
1
Ordinary £1.00
—
100.0
100.0
Dragon Inns and
Restaurants Limited
England
1
Ordinary £1.00
—
100.0
100.0
Dukes Head 1988 Limited
England
1
B ordinary
—
100.0
100.0
£1.00
W ordinary
—
100.0
100.0
£1.00
E. Lacon & Co., Limited
England
1
Ordinary £1.00
—
100.0
100.0
E.B. Holdings Limited
England
1
Ordinary £1.00
—
100.0
100.0
Evan Evans Bevan Limited
England
1
Ordinary £1.00
—
100.0
100.0
Finite Hotel
England
1
A ordinary
—
100.0
50.0
Systems Limited £1.00
B ordinary
—
100.0
50.0
£1.00
Fleet Wines &
England
1
Ordinary £1.00
—
100.0
100.0
Spirits Limited
9. Related parties continued
Active related undertakings continued
FINANCIAL STATEMENTS
226
Whitbread PLC Annual Report and Accounts 2024/25
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
FINANCIAL STATEMENTS
9. Related parties continued
Dormant related undertakings continued
% of class
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
Forest of Arden Golf and
Country Club Limited
England
1
Ordinary £1.00
—
100.0
100.0
Gable Care Limited
England
1
Ordinary £1.00
—
100.0
100.0
Goodhews (Castle)
England
1
A ordinary
—
100.0
51.0
£1.00
Ordinary £1.00
—
100.0
49.0
Goodhews (Holdings)
England
1
A ordinary
—
100.0
42.2
Limited £1.00
B ordinary
—
100.0
42.2
£1.00
C ordinary
—
100.0
15.6
£1.00
Goodhews (Inns)
England
1
Ordinary £1.00
—
100.0
100.0
Goodhews (Restaurants)
England
1
Ordinary £1.00
—
100.0
100.0
Goodhews B. & S. Limited
England
1
Ordinary £1.00
—
100.0
100.0
Goodhews Enterprises
England
1
Ordinary £1.00
—
100.0
100.0
Goodhews Limited
England
1
Ordinary £1.00
—
100.0
100.0
Gough Brothers Limited
England
1
Deferred
—
100.0
97.6
ordinary £0.20
Ordinary £1.00
—
100.0
2.4
Grosvenor Leisure Limited
England
1
Ordinary £1.00
—
100.0
100.0
Hammock Limited
England
1
Ordinary £1.00
—
100.0
100.0
Hart & Co. (Boats) Limited
England
1
1% non-
—
100.0
99.0
cumulative
preference
£1.00
Ordinary £1.00
—
100.0
1.0
1% non-
—
100.0
—
cumulative
preference
£0.01
% of class
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
Harveys Leisure
England
1
A ordinary
—
100.0
100.0
Promotions Limited £1.00
B ordinary
—
100.0
100.0
£1.00
Hunter & Oliver Limited
England
1
Ordinary £1.00
—
100.0
100.0
J. Burton
England
1
Ordinary £1.00
—
100.0
100.0
(Warwick)Limited
J. J. Norman and
Ellery Limited
England
1
Ordinary £1.00
—
100.0
100.0
James Bell and
England
1
Deferred
—
100.0
96.2
Company Limited ordinary £0.25
Ordinary 0.01
—
100.0
3.8
Jestbread Limited
England
1
Ordinary £1.00
—
100.0
100.0
Kingsmills Hotel
Scotland
17
Ordinary £1.00
—
100.0
100.0
Company Limited
Lambtons Ale Limited
England
1
Ordinary £1.00
—
100.0
100.0
Latewise Limited
England
1
Ordinary £1.00
—
53.4
53.4
Lawnpark Limited
England
1
Ordinary £1.00
—
100.0
100.0
Leisure and Retail
England
1
Ordinary £1.00
—
99.6
99.6
Resources Limited
Lloyds Avenue
England
1
3% non-
—
100.0
50.0
Catering Limited cumulative
preference
£1.00
Ordinary £1.00
—
100.0
50.0
London International
England
1
Ordinary £1.00
—
100.0
100.0
Hotel Limited
Lorimer & Clark, Limited
Scotland
15
Ordinary £1.00
—
100.0
100.0
Mackeson &
England
1
Ordinary £1.00
—
100.0
100.0
Company Limited
Mackies Wine
England
1
Ordinary £1.00
—
100.0
100.0
Company Limited
Maredrove Limited
England
1
Ordinary £1.00
—
100.0
100.0
227
Whitbread PLC Annual Report and Accounts 2024/25
% of class
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
Marine Hotel
England
1
Ordinary £1.00
—
100.0
100.0
Porthcawl Limited
Marlow Catering Limited
England
1
Ordinary £1.00
—
100.0
100.0
Meon Valley Golf and
Country Club Limited
England
1
Ordinary £1.00
—
100.0
100.0
Milton 2 Limited
England
1
Ordinary £1.00
—
100.0
100.0
Morans of Bristol Limited
England
1
Ordinary £1.00
—
100.0
100.0
Morris’s Wine
England
1
Ordinary £1.00
—
100.0
5.4
Stores Limited 5.6% non-
—
100.0
cumulative
preference
£1.00
New Clapton Stadium
England
1
Ordinary £1.00
—
100.0
100.0
Company Limited
Norseman Lager Limited
England
1
Ordinary £1.00
—
100.0
100.0
Pacific Caledonian
Scotland
14
Ordinary £1.00
—
100.0
100.0
Properties Limited
Percheron Properties
England
1
Ordinary £1.00
—
100.0
100.0
Limited
Peter Dominic Limited
England
1
Ordinary £1.00
—
100.0
100.0
PI Hotels York Limited
England
1
Ordinary £1.00
—
100.0
100.0
Piquant Caterers Limited
England
1
Ordinary £1.00
—
100.0
100.0
Pizzaland Limited
England
1
Ordinary £1.00
—
100.0
100.0
Premier Inn Limited
England
1
Ordinary £1.00
—
100.0
100.0
Premier Inn Troon Limited
England
1
Ordinary £1.00
—
100.0
100.0
Priory Leisure Limited
England
1
Ordinary £1.00
—
100.0
100.0
R.C. Gough and Co. Limited
England
1
Ordinary £1.00
—
100.0
100.0
Raybain (Northern)
England
1
Ordinary £1.00
—
100.0
100.0
Limited
% of class
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
Raybain (Wine Bars)
England
1
Ordinary £1.00
—
100.0
100.0
Limited
Respotel Limited
England
1
Ordinary £1.00
—
100.0
100.0
Rhymney Breweries
England
1
Ordinary £1.00
—
100.0
100.0
Limited
S & S Property Limited
England
1
Ordinary £1.00
—
100.0
100.0
S.H. Ward &
England
1
Ordinary £1.00
—
100.0
100.0
Company Limited
Salford Automatics Limited
England
1
Ordinary £1.00
—
100.0
100.0
Scorechance 1 Limited
England
1
Ordinary £1.00
—
100.0
100.0
Scorechance 12 Limited
England
1
Ordinary £1.00
—
100.0
100.0
Scorechance 17 Limited
England
1
Ordinary £1.00
—
100.0
100.0
Scorechance 25 Limited
England
1
Ordinary £1.00
—
100.0
100.0
Scorechance 8 Limited
England
1
Ordinary £1.00
—
100.0
100.0
Sheffield Automatics
England
1
Ordinary £1.00
—
100.0
100.0
Limited
Shewell Limited
England
1
Ordinary £1.00
—
100.0
100.0
Silk Street Hotel
England
1
Ordinary £1.00
—
100.0
100.0
Liverpool Limited
Small & Co.
England
1
Ordinary £1.00
—
100.0
100.0
(Engineering) Limited
Small & Co. Limited
England
1
7% cumulative
—
100.0
0.7
preference
£1.00
Ordinary £1.00
—
100.0
99.3
Spring Soft Drinks Limited
England
1
Ordinary £1.00
—
100.0
100.0
Sprowston Manor
England
1
Ordinary £1.00
—
100.0
100.0
Hotel Limited
Square October 1 Limited
England
1
Ordinary £1.00
—
100.0
100.0
Square October 2 Limited
England
1
Ordinary £1.00
—
100.0
100.0
Square October 3 Limited
England
1
Ordinary £1.00
—
100.0
100.0
9. Related parties continued
Dormant related undertakings continued
FINANCIAL STATEMENTS
228
Whitbread PLC Annual Report and Accounts 2024/25
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
FINANCIAL STATEMENTS
% of class
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
St Andrews Homes
England
1
Ordinary £1.00
—
100.0
100.0
(1995) Limited
St Martins Care Homes
England
1
Ordinary £1.00
—
100.0
100.0
Investments Limited
Stoneshell Limited
England
1
Ordinary £1.00
—
100.0
100.0
Stripe Travel Inn Limited
England
1
Ordinary £1.00
—
100.0
100.0
Strong and Co. of
Romsey Limited
England
1
Ordinary £1.00
—
100.0
100.0
Summerfields Care Limited
England
1
Ordinary £1.00
—
100.0
100.0
Sun Taverns Limited
England
1
Ordinary £1.00
—
100.0
100.0
Sweetings (Chop
England
1
Ordinary £1.00
—
100.0
100.0
House) Limited
Swift (Lurchrise) Limited
England
1
Ordinary £1.00
—
100.0
100.0
Swift Hotels (1995) Limited
England
Ordinary £1.00
—
100.0
100.0
Swift Hotels
England
1
Ordinary £1.00
—
100.0
100.0
(Management) Limited
Swift Inns and
Restaurants Limited
England
1
Ordinary £1.00
—
100.0
100.0
Swift Profit Sharing
England
1
Ordinary £1.00
—
100.0
100.0
Scheme Trustees Limited
Swift Quest Limited
England
1
Ordinary £1.00
—
100.0
100.0
Swingbridge Hotel Limited
England
1
Ordinary £1.00
—
100.0
100.0
Tewkesbury Park Golf
England
1
Ordinary £1.00
—
100.0
100.0
and Country Club Limited
The Barcave Group Limited
England
1
7% cumulative
—
100.0
90.9
preference
£1.00
Ordinary £1.00
—
100.0
9.1
The Dominic Group Limited
England
1
Ordinary £1.00
—
100.0
100.0
% of class
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
The Four Seasons Hotel
England
1
8% cumulative
—
100.0
33.0
Investments Limited preference A
£1.00
8% cumulative
—
100.0
28.1
preference B
£1.00
Ordinary £1.00
—
100.0
30.2
Preferred
—
100.0
8.8
ordinary £1.00
The Four Seasons
England
1
Ordinary £1.00
—
100.0
100.0
Hotel Investments
Management Limited
The Four Seasons
England
1
Ordinary £1.00
—
100.0
100.0
Hotel Limited
The Oyster Spa
England
1
Ordinary £1.00
—
100.0
100.0
Company Limited
The Portsmouth and
England
1
Ordinary
—
100.0
100.0
Brighton United £0.25
Breweries, Limited
Thomas Wethered
England
1
Ordinary £1.00
—
100.0
100.0
& Sons Limited
Threlfalls (Liverpool &
England
1
Ordinary £1.00
—
100.0
100.0
Birkenhead) Limited
Threlfalls (Salford) Limited
England
1
Ordinary £1.00
—
100.0
100.0
Trentrise Limited
England
1
Ordinary £1.00
—
100.0
100.0
Uncle Sam’s Limited
England
1
Ordinary £1.00
—
100.0
100.0
Virlat Limited
England
1
Ordinary £1.00
—
100.0
100.0
W. M. Darley, Limited
England
1
Ordinary £1.00
—
100.0
49.8
Preference
—
100.0
49.8
£1.00
Preferred
—
100.0
0.4
ordinary £0.01
W. R. Wines Limited
England
1
Deferred £1.00
—
100.0
99.0
Ordinary £0.01
—
100.0
1.0
9. Related parties continued
Dormant related undertakings continued
229
Whitbread PLC Annual Report and Accounts 2024/25
% of class
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
West Country
England
1
Ordinary £1.00
—
100.0
100.0
Breweries Limited
Wentworth Guarantee
England
1
N/A
N/A
N/A
N/A
Company Limited
Wheeler Gate Limited
England
1
Ordinary £1.00
—
100.0
100.0
Whitbread (Condor)
England
1
Ordinary
—
100.0
100.0
Holdings Limited £0.0001
Whitbread (G.C.) Limited
England
1
Ordinary £1.00
—
100.0
100.0
Whitbread Company
England
1
Ordinary £1.00
—
100.0
100.0
Two Limited
Whitbread
England
1
Ordinary £1.00
—
100.0
100.0
Developments Limited
Whitbread Devon Limited
England
1
Ordinary £1.00
—
100.0
100.0
Whitbread Directors
England
1
Ordinary
—
100.0
100.0
1 Limited £0.05
Whitbread Directors
England
1
Ordinary £1.00
—
100.0
100.0
2 Limited
Whitbread
England
1
Ordinary £1.00
—
100.0
100.0
Dunstable Limited
Whitbread Enterprise
England
1
Ordinary £1.00
—
100.0
100.0
Centre Limited
Whitbread Finance PLC
England
1
Ordinary £1.00
—
100.0
100.0
Whitbread Fremlins Limited
England
1
Ordinary £1.00
—
100.0
100.0
Whitbread Golf and
England
1
5% non-
—
100.0
45.0
Country Club Limited cumulative
preference
£1.00
A ordinary
—
100.0
55.0
£1.00
Whitbread Golf
England
1
Ordinary £1.00
—
100.0
100. 0
Club Limited
9. Related parties continued
Dormant related undertakings continued
% of class
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
Whitbread Guarantee
England
1
N/A
N/A
N/A
N/A
Company Two Limited
Whitbread Healthcare
England
1
Ordinary £1.00
—
100.0
100.0
Trustees Limited
Whitbread Hotel
England
1
Ordinary
—
100.0
100.0
(Bournemouth) Limited £0.05
Whitbread Hotels
England
1
Deferred £1.00
—
100.0
100.0
(Management) Limited
USD 0.01
—
100.0
—
Whitbread International
England
1
Ordinary £1.00
—
100.0
100.0
Limited
Whitbread International
England
1
Ordinary
—
100.0
100.0
Trading Limited £0.25
Whitbread Investment
England
1
Ordinary £1.00
—
100.0
100.0
Company Limited
Whitbread Investment
England
1
Ordinary £1.00
—
100.0
100.0
Company Securities
Limited
Whitbread London Limited
England
1
Ordinary £1.00
—
100.0
100.0
Whitbread Nominees
England
1
Ordinary £1.00
—
100.0
100.0
Limited
Whitbread Pension
England
1
N/A
N/A
N/A
N/A
Trustee Directors
Company Limited
Whitbread Pension
England
1
Ordinary £1.00
—
100.0
100.0
Trustees
Whitbread Pub and
Bars Limited
England
1
Ordinary £1.00
—
100.0
100.0
Whitbread Pub
England
1
Ordinary £1.00
—
100.0
100.0
Partnership Limited
Whitbread Pub
England
1
Ordinary £1.00
—
100.0
100.0
Restaurants
Business Limited
Whitbread Quest
England
1
Ordinary £1.00
—
100.0
100.0
Trustee Limited
FINANCIAL STATEMENTS
230
Whitbread PLC Annual Report and Accounts 2024/25
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
Year ended 27 February 2025
FINANCIAL STATEMENTS
9. Related parties continued
Dormant related undertakings continued
% of class
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
Whitbread Restaurants
England
1
Ordinary £1.00
—
100.0
—
(Australia) Limited
Ordinary £0.56
—
100.0
100.0
Whitbread Restaurants
England
1
Ordinary £1.00
—
100.0
100.0
Limited
Whitbread Scotland
Scotland
14
Ordinary £1.00
—
100.0
100.0
Limited
Whitbread Secretaries
England
1
Ordinary
—
100.0
50.0
Limited £0.05
4% preference
—
100.0
50.0
£0.05
Whitbread Share
England
1
N/A
N/A
N/A
N/A
Ownership
Trustees Limited
Whitbread Spa
England
1
Ordinary £1.00
—
100.0
100.0
Company Limited
Whitbread Sunderland
England
1
Ordinary £1.00
—
100.0
100.0
(1995) Limited
Whitbread Sunderland
England
1
Ordinary £1.00
—
100.0
57.0
2 Limited 5.6% non-
—
100.0
43.0
cumulative
preference
£1.00
Whitbread Sunderland
England
1
Ordinary
—
100.0
50.0
Limited £5.00
Preference
—
100.0
50.0
£5.00
Whitbread Trafalgar
England
1
A ordinary
—
100.0
50.0
Properties Limited £1.00
B ordinary
—
100.0
50.0
£1.00
Whitbread UK Limited
England
1
Ordinary £1.00
—
100.0
100.0
Whitbread Wales Limited
England
1
Ordinary £1.00
—
100.0
100.0
% of class
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
Whitbread Wessex Limited
England
1
Ordinary £1.00
—
100.0
100.0
White Cross Films Limited
England
1
Ordinary £1.00
—
100.0
100.0
Wiggin Tree Limited
England
1
Ordinary £1.00
—
100.0
100.0
Willhouse Limited
England
1
Deferred £1.00
—
100.0
50.0
Q ordinary
—
100.0
25.0
£1.00
W ordinary
—
100.0
25.0
£1.00
William Overy Crane
England
1
Ordinary £1.00
—
100.0
100.0
Hire Limited
The registered office of the above companies is as follows:
1 Whitbread Court, Houghton Hall Business Park, Porz Avenue, Dunstable, Bedfordshire LU5 5XE.
2 4th Floor, Saltire Court, 20 Castle Terrace, Edinburgh EH1 2EN, Scotland.
3 Ground Floor, Two Dockland Central, Guild St, North Dock, Dublin D01 K2C5, Ireland.
4 2nd Floor, St Mary’s Court, 20 Hill Street, Douglas IM1 1EU, Isle of Man.
5 4th Floor, St Paul’s Gate, 22-24 New Street, St Helier JE1 4TR, Jersey.
6 Ground Floor, Premier Inn Dubai Investment Park, P.O. Box 35118, Dubai, United Arab Emirates.
7 3rd Floor, Tornado Towers, PO Box 34040, Doha, Qatar.
8 Europa-Allee 22, 60327 Frankfurt am Main, Germany.
9 Room 742, 968 West Beijing Road, Jing’an District, Shanghai, China.
10
Gandaria 8 Office Tower, 19th Floor Unit A1, Jalan Sultan Iskandarmuda, Kebayoran Lama, 12240, Indonesia.
11 TMF Services B.V., Nassima Tower, Office 1401, Sheikh Zayed Road, PO Box 213975, Dubai,
United Arab Emirates.
12 c/o EY Corporate Advisers Pte Ltd, One Raffles Quay, North Tower, 48583, Singapore.
13 Almas 6C, Almas Tower, Jumeirah Lake Towers, Dubai, United Arab Emirates.
14 4th Floor, 115 George Street, Edinburgh EH2 4JN, Scotland.
15 The Royal Scot Hotel, 111 Glasgow Road, Edinburgh EH12 8NF, Scotland.
16 11 New St, Guernsey GY1 3EG, Guernsey.
17 Swallow Royal Scot Hotel, Glasgow Road, Edinburgh EN12 8NF, Scotland.
18 Hegelgasse 13, 1010 Wien, Austria.
231
Whitbread PLC Annual Report and Accounts 2024/25
OTHER INFORMATION
GLOSSARY
Basic earnings per share (basic EPS)
Profit attributable to the parent shareholders divided by the basic weighted average
number of ordinary shares in issue during the year after deducting treasury shares and
shares held by an independently managed share ownership trust (ESOT).
Cash rent
The total of interest paid on lease liabilities, payment of principal of lease liabilities
andvariable lease payments, adjusted to reflect one year’s rent.
Committed pipeline
Sites where the Group has a legal interest in a property (that may be subject to planning/
other conditions) with the intention of opening a hotel in the future.
Direct bookings/distribution
Based on stayed bookings in the financial year made direct to the Premier Inn website,
Premier Inn app, Premier Inn customer contact centre or hotel front desks.
Food and beverage (F&B) sales
Food and beverage revenue from all Whitbread owned restaurants and integrated
hotelrestaurants.
GOSH Charity
Great Ormond Street Hospital Children’s Charity.
IFRS
International Financial Reporting Standards.
Lease debt
Eight times Cash Rent.
Occupancy
Number of hotel bedrooms occupied by guests expressed as a percentage of the number
of bedrooms available in the period.
Operating profit
Profit before net finance costs and tax.
OTAs
Online travel agents.
Rent expense
Rental costs recognised in the income statement prior to the adoption of IFRS 16.
Team retention
The number of permanent new starters that we retain for the first 90 days/three months.
Trading site
A joint hotel and restaurant or a standalone hotel.
WINcard
Whitbread In Numbers – balanced scorecard to measure progress against key
performancetargets.
YourSay
Whitbread’s annual employee opinion survey to provide insight into the views of employees.
232
Whitbread PLC Annual Report and Accounts 2024/25
OTHER INFORMATION
ALTERNATIVE PERFORMANCE MEASURES
We use a range of measures to monitor the financial performance of the Group. These measures include both statutory measures in accordance with IFRS and alternative performance
measures (APMs) which are consistent with the way that the business performance is measured internally.
APMs are not defined by IFRS and therefore may not be directly comparable with similarly titled measures reported by other companies. APMs should be considered in addition to,
andare not intended to be a substitute for, or superior to, IFRS measures.
In order to maintain alignment with Whitbread’s Credit Rating agency’s leverage calculation methodology, the Glossary definition of Lease Debt has been revised. The change in definition
and calculation of this amount has an impact upon the APMs titled lease-adjusted net debt/cash and lease-adjusted net debt to adjusted EBITDAR for leverage, as such the figures
presented below have been restated for 2023/24.
APM
Closest equivalent
IFRSmeasure Adjustments to reconcile to IFRS measure Definition and purpose
REVENUE MEASURES
Accommodation sales
Revenue Excludes non-room revenue such
asfood and beverage
Premier Inn accommodation revenue excluding non-room income such as food and
beverage. The growth in accommodation sales on a year-on-year basis is a good
indicator of the performance of the business.
Reconciliation: Note 3
Average room rate (ARR)
No direct equivalent Refer to definition Accommodation sales divided by the number of rooms occupied by guests. The
directors consider this to be a useful measure as this is a commonly used industry
metric which facilitates comparison between companies.
RECONCILIATION 2024/25 2023/24
UK accommodation sales (£m) 2,010.1 2,007.7
Number of rooms occupied by guests (’000) 25,279 25,173
UK AVERAGE ROOM RATE (£) 79.52 79.76
Germany accommodation sales (£m) 197.6 162.7
Number of rooms occupied by guests (’000) 2,631 2,263
GERMANY AVERAGE ROOM RATE (£) 75.08 71.88
UK like-for-like accommodation
sales growth
Movement in
accommodation sales
per the segment
information
(Note 3)
Accommodation sales from
non-like-for-like
Year-over-year change in accommodation revenue for outlets open for at least one
year with no significant changes in room numbers. The directors consider this to be
auseful measure as it is a commonly used performance metric and provides an
indication of underlying revenue trends.
RECONCILIATION 2024/25 2023/24
UK like-for-like accommodation sales growth (2.0%) 9.9%
Impact of extensions >5% of rooms 0.0% 0.1%
Contribution from net new hotels 2.1% 1.9%
UK ACCOMMODATION SALES GROWTH 0.1% 11.9%
233
Whitbread PLC Annual Report and Accounts 2024/25
OTHER INFORMATION
APM
Closest equivalent
IFRSmeasure Adjustments to reconcile to IFRS measure Definition and purpose
REVENUE MEASURES CONTINUED
Revenue per available room
(RevPAR)
No direct equivalent Refer to definition Revenue per available room is also known as ‘yield’. This hotel measure is achieved by
dividing accommodation sales by the number of rooms available. The directors
consider this to be a useful measure as it is a commonly used performance measure in
the hotel industry.
RECONCILIATION 2024/25 2023/24
UK accommodation sales (£m) 2,010.1 2,007.7
Available rooms (’000) 31,206 30,624
UK REVPAR (£) 64.42 65.56
Germany accommodation sales (£m) 197.6 162.7
Available rooms (’000) 3,882 3,660
GERMANY REVPAR (£) 50.90 44.44
INCOME STATEMENT MEASURES
Adjusted
1
operating profit/loss
Profit/loss before tax Adjusting items (Note 6), finance
income/costs (Note 8)
Profit/loss before tax, finance costs/income and adjusting items.
Reconciliation: Consolidated income statement
Adjusted
1
tax
Tax charge/credit Adjusting items (Note 6) Tax charge/credit before adjusting items.
Reconciliation: Consolidated income statement
Adjusted
1
profit/loss before tax
Profit/loss before tax Adjusting items (Note 6) Profit/loss before tax and adjusting items.
Reconciliation: Consolidated income statement
Adjusted
1
basic EPS
Basic EPS Adjusting items (Note 6) Adjusted profit attributable to the parent shareholders divided by the basic weighted
average number of ordinary shares in issue during the year after deducting treasury
shares and shares held by an independently managed share ownership trust (ESOT).
Reconciliation: Note 10
Profit/PBT margin
No direct equivalent Refer to definition Segmental adjusted profit before tax divided by segmental adjusted revenue, to
demonstrate profitability margins of the segmental operations.
Reconciliation: Strategic Report
234
Whitbread PLC Annual Report and Accounts 2024/25
OTHER INFORMATION
APM
Closest equivalent
IFRSmeasure Adjustments to reconcile to IFRS measure Definition and purpose
BALANCE SHEET MEASURES
Net cash/debt
Total liabilities from
financingactivities
Excludes lease liabilities, other
financial liabilities and derivatives
held to hedge financing activities
Cash and cash equivalents after deducting total borrowings. The directors consider
this to be a useful measure of the financing position of the Group.
Reconciliation: Note 21
Adjusted
1
net cash/debt
Total liabilities from
financingactivities
Excludes lease liabilities, other
financial liabilities and derivatives
held to hedge financing activities,
adjusted for cash assumed by
ratings agencies to not be
readilyavailable
Net cash/debt adjusted for cash, assumed by ratings agencies to not be readily
available, and excluding unamortised debt-related fees. The measure has been
amended in the year to exclude unamortised debt-related fees. The directors consider
this to be a useful measure as it is aligned with the method used by ratings agencies
to assess the financing position of the Group.
RECONCILIATION
2024/25
£m
2023/24
£m
Net debt 483.4 298.2
Less: unamortised debt costs 7.6 5.1
Restricted cash adjustment 10.0 10.0
ADJUSTED NET DEBT 501.0 313.3
Unamortised debt costs of £7.6m (including arrangement fees of £5.0m) are included within the carrying value of borrowings.
Lease-adjusted net debt/cash
Cash and cash
equivalents lesstotal
liabilities from
financingactivities
Excludes lease liabilities and
derivatives held to hedge
financing activities. Includes an
adjustment for cash assumed
byratings agencies to not be
readily available
In line with methodology used by credit rating agencies, lease-adjusted net debt includes
lease debt, which is calculated as 8x cash rent as defined in the Glossary. The directors
consider this to be a useful measure as it forms the basis of the Group’s leverage targets.
RECONCILIATION
2024/25
£m
2023/24
£m
Adjusted net debt 501.0 313.3
Lease debt 2,580.8 2,444.0
LEASE-ADJUSTED NET DEBT 3,081.8 2,757.3
Net debt/cash and
leaseliabilities
Cash and cash
equivalents less total
liabilities from financing
activities
Refer to definition Net debt/cash plus lease liabilities. The directors consider this to be a useful measure
of the financing position of the Group.
RECONCILIATION
2024/25
£m
2023/24
£m
Net debt 483.4 298.2
Lease liabilities 4,233.8 4,098.4
NET DEBT AND LEASE LIABILITIES 4,717.2 4,396.6
ALTERNATIVE PERFORMANCE MEASURES CONTINUED
235
Whitbread PLC Annual Report and Accounts 2024/25
OTHER INFORMATION
APM
Closest equivalent
IFRSmeasure Adjustments to reconcile to IFRS measure Definition and purpose
CASH FLOW MEASURES
Lease-adjusted net debt to
adjusted EBITDAR for leverage
No direct equivalent Refer to definition This measure is a ratio of lease-adjusted net debt compared against the Group’s
adjusted EBITDAR. The directors use this to monitor the leverage position of the
Group. This measure may not be directly comparable with similarly titled measures
utilised by credit rating agencies; however, on a normalised basis these measures
would be expected to move proportionally in the same direction.
RECONCILIATION
2024/25
£m
2023/24
£m
Lease-adjusted net debt 3,081.8 2,757.3
Adjusted EBITDAR 1,029.9 1,057.1
LEASE-ADJUSTED NET DEBT TO ADJUSTED EBITDAR
FORLEVERAGE 3.0x 2.6x
Adjusted
1
operating cash flow
Cash generated
fromoperations
Refer to definition Adjusted operating profit/loss adding back depreciation and amortisation and after
IFRS 16 interest and lease repayments and working capital movement.
The directors consider this a useful measure as it is a good indicator of the cash
generated which is used to fund future growth and shareholder returns, tax, pension
and interest payments.
RECONCILIATION
2024/25
£m
2023/24
£m
Adjusted operating profit 629.6 674.2
Depreciation – right-of-use assets 194.3 183.3
Depreciation – property, plant and equipment 177.3 176.9
Amortisation 30.2 23.2
ADJUSTED EBITDA (POST-IFRS 16) 1,031.4 1,057.6
Interest paid on lease liabilities (166.7) (154.9)
Payment of principal of lease liabilities (148.7) (147.1)
Net lease incentives received/(paid) 2.7 (2.7)
Movement in working capital 4.6 34.3
ADJUSTED OPERATING CASH FLOW 723.3 787.2
Cash capital expenditure
(‘cash capex’)
No direct equivalent Refer to definition Cash flows on property, plant and equipment and investment property and investment
in intangible assets, payments of deferred and contingent consideration, and capital
contributions or loans to joint ventures.
236
Whitbread PLC Annual Report and Accounts 2024/25
OTHER INFORMATION
APM
Closest equivalent
IFRSmeasure Adjustments to reconcile to IFRS measure Definition and purpose
OTHER MEASURES
Adjusted
1
EBITDA
(post-IFRS 16),
adjusted
1
EBITDA
(pre-IFRS 16)
and adjusted
1
EBITDAR
Operating profit Refer to definition Adjusted EBITDA (post-IFRS 16) is profit before tax, adjusting items, interest,
depreciation and amortisation.
Adjusted EBITDA (pre-IFRS 16) is further adjusted to remove rent expense.
Adjusted EBITDAR is profit before tax, adjusting items, interest, depreciation,
amortisation, variable lease payments and rental income.
The directors consider this measure to be useful as it is a commonly used industry metric
which facilitates comparison between companies. The Group’s RCF covenants include
measures based on adjusted EBITDA (pre-IFRS 16).
RECONCILIATION
2024/25
£m
2023/24
£m
Adjusted operating profit 629.6 674.2
Depreciation – right-of-use assets 194.3 183.3
Depreciation – property, plant and equipment 177.3 176.9
Amortisation 30.2 23.2
ADJUSTED EBITDA (POST-IFRS 16) 1,031.4 1,057.6
Variable lease payments 4.0 3.5
Rental income (5.5) (4.0)
ADJUSTED EBITDAR 1,029.9 1,057.1
Rent expense, variable lease payments and rental income (323.4) (293.6)
ADJUSTED EBITDA (PRE-IFRS 16) 706.5 763.5
ALTERNATIVE PERFORMANCE MEASURES CONTINUED
237
Whitbread PLC Annual Report and Accounts 2024/25
OTHER INFORMATION
APM
Closest equivalent
IFRSmeasure Adjustments to reconcile to IFRS measure Definition and purpose
OTHER MEASURES CONTINUED
Return on capital employed
(ROCE)
No direct equivalent Refer to definition Adjusted operating profit/loss (pre-IFRS 16) for the year divided by net assets at the
balance sheet date, adding back net debt, right-of-use assets, lease liabilities, taxation
liabilities, the pension surplus/deficit and derivative financial assets/liabilities, other
financial liabilities and IFRS 16 working capital adjustments.
The directors consider this to be a useful measure as it expresses the underlying
operating efficiency of the Group and is used as the basis for remuneration targets.
RECONCILIATION
2024/25
Total
£m
UK and
Ireland
£m
Adjusted operating profit 629.6
Depreciation – right-of-use assets 194.3
Rent expense (324.9)
ADJUSTED OPERATING PROFIT PRE-IFRS 16 499.0 497.3
Net assets 3,334.5
Net debt 483.4
Current tax liabilities 12.2
Deferred tax liabilities 234.8
Pension surplus (134.6)
Derivative financial assets (19.9)
Derivative financial liabilities 1.4
Lease liabilities 4,233.8
Right-of-use assets (3,662.7)
IAS 17 rent adjustments (65.0)
ADJUSTED NET ASSETS 4,417.9 3,844.2
RETURN ON CAPITAL EMPLOYED 11.3% 12.9%
238
Whitbread PLC Annual Report and Accounts 2024/25
OTHER INFORMATION
APM
Closest equivalent
IFRSmeasure Adjustments to reconcile to IFRS measure Definition and purpose
OTHER MEASURES CONTINUED
Return on capital employed
(ROCE) continued
RECONCILIATION
2023/24
Total
£m
UK and
Ireland
£m
Adjusted operating profit 674.2
Depreciation – right-of-use assets 183.3
Rent expense (294.1)
ADJUSTED OPERATING PROFIT PRE-IFRS 16 563.4 583.8
Net assets 3,519.4
Net debt 298.2
Current tax liabilities 10.2
Deferred tax liabilities 181.1
Pension surplus (165.2)
Derivative financial assets (3.8)
Derivative financial liabilities 15.9
Lease liabilities 4,098.4
Right-of-use assets (3,597.0)
Other financial liabilities 12.3
IAS 17 rent adjustments (65.0)
ADJUSTED NET ASSETS 4,304.5 3,755.9
RETURN ON CAPITAL EMPLOYED 13.1% 15.5%
1 Adjusted measures of profitability represent the equivalent IFRS measures adjusted for specific items that we consider relevant for comparison of the Group’s business either from one period to another or with
similar businesses. We report adjusted measures because we believe they provide both management and investors with useful additional information about the financial performance of the Group’s businesses.
ALTERNATIVE PERFORMANCE MEASURES CONTINUED
239
Whitbread PLC Annual Report and Accounts 2024/25
OTHER INFORMATION
SHAREHOLDER SERVICES
Useful contacts
Registrars
MUFG Corporate Markets Shareholder Services
Central Square
29 Wellington Street
Leeds LS1 4DL
The website address is
www.mpms.mufg.com. For enquiries
regarding your shareholding please
telephone +44 (0)344 855 2327.
Alternatively, you can email:
whitbread@cm.mpms.mufg.com.
Registered office
Whitbread PLC
Whitbread Court
Houghton Hall Business Park, Porz Avenue
Dunstable
Bedfordshire LU5 5XE
General Counsel and Company Secretary
Clare Thomas
Managing your shareholdings
You can manage your shareholdings by
visiting www.whitbread-shares.com. This is
a secure online site where you can:
• sign up to receive shareholder
information by email;
• buy and sell shares via the MUFG
Corporate Markets Share Dealing Service;
• view your holding and get an indicative
valuation; and
• change your personal details.
You will need to have your Investor Code
tohand. This can be found on the following
documentation:
• share certificate;
• dividend voucher; or
• proxy card.
Please ensure that you advise MUFG
Corporate Markets promptly of any change
of address.
Share dealing service
1
For MUFG Corporate Markets Share
DealingServices you can telephone
+44(0)3716640445. Calls are charged at
the standard geographic rate and will vary
by provider. Calls from outside the United
Kingdom will be charged at the applicable
international rate. Lines are open between
8.00am and 4.30pm, Monday to Friday
excluding public holidays in England
andWales.
Private shareholders
Private shareholders are shareholders who
hold their shares in their own name on the
Company’s Register of Members. They have
full voting rights and have the right to
stipulate their communication preferences
and bank account preferences on their
ownholding.
Nominee shareholders
Nominee shareholders are underlying
beneficial shareholders who hold their
shares through a nominee company. The
name of the nominee company will appear
on the Company’s Register of Members.
Itwill depend on the terms and conditions
of the nominee provider as to whether
underlying shareholders receive copies
ofthe annual general meeting (AGM)
documents and any other Company
documents that are mailed. Dividend
options may also be restricted by the
nominee. If underlying shareholders wish
toreceive Company mailings then they
have the right to request to be put on
thebeneficial holders’ information rights
register, which can be arranged via their
nominee provider.
Corporate Sponsored Nominee
We worked with MUFG Corporate Markets to
establish the Whitbread Corporate Sponsored
Nominee (CSN). We did this because we
know that a number of shareholders prefer
not to hold their shares in certificated form,
but still wish to receive documents and
benefits from the Company. This has been
raised by shareholders at previous AGMs.
TheCSN allows shareholders to hold their
Whitbread shares via a nominee, but also
allows Whitbread to have direct access to the
underlying register, such that we can ensure
that participants receive the documents
and benefits that they request.
If you would like to hold your shares in
theWhitbread CSN, please log on to
www.whitbread-shares.com. If you have
notregistered before then you will need
your Investor Code. Your Investor Code is
located on your share certificate.
On the portal you will find further
information in relation to the Whitbread
CSN. The terms and conditions and various
transfer forms that you will need to review
and complete are located there. If you need
any assistance with the forms or want any
additional support, please email
CustodyMGT@cm.mpms.mufg.com outlining
what you would like to do and they will email
you back with the relevant instructions.
Annual general meeting 2025
The AGM will take place at 2.30pm on
Thursday 19 June 2025 at Whitbread Court,
PorzAvenue, Dunstable LU5 5XE.
Dividend diary 2025/26 (subject to confirmation)
Ex-dividend date for final dividend 22 May 2025
Record date for final dividend 23 May 2025
DRIP election 13 June 2025
Payment date for final dividend 4 July 2025
Ex-dividend date for interim dividend 30 October 2025
Record date for interim dividend 31 October 2025
DRIP election 14 November 2025
Payment date for interim dividend 5 December 2025
1 These details have been provided for information only and any action you take is at your own risk. If
you are in any doubt about what action to take, please consult your own financial adviser. Should you
not wish to use these services you could find a broker in your local area, or on the internet, or enquire
about share dealing at any high street bank or building society. The availability of this service should
not be taken as a recommendation to deal.
240
Whitbread PLC Annual Report and Accounts 2024/25
OTHER INFORMATION
Analysis of ordinary shares at 27 February 2025
Shareholder analysis Shareholding analysis
Range
Number of
holders % holders Holding % capital
100 14,552 51.71 525,773 0.28
200 4,578 16.27 665,471 0.35
500 4,672 16.60 1,498,643 0.79
1,000 2,125 7.55 1,488,780 0.79
2,000 1,000 3.55 1,375,161 0.73
5,000 488 1.73 1,516,573 0.80
10,000 157 0.56 1,055,927 0.56
50,000 269 0.96 6,076,174 3.22
100,000 89 0.32 6,488,785 3.43
500,000 144 0.51 31,139,621 16.48
1,000,000 34 0.12 24,128,766 12.77
5,000,000 26 0.09 45,440,601 24.04
10,000,000 3 0.01 20,281,636 10.73
50,000,000 4 0.01 47,265,677 25.02
TOTAL 28,141 188,947,588
Capital gains tax
For further information on:
• the market value of shares in the
Company as at 31 March 1982;
• the reduction of capital on 10 May 2001;
and
• the special dividend and share
consolidation in May 2005,
or if you require any further information on
capital gains tax allocations, please refer to
the investors section of the Company’s
website: www.whitbread.co.uk.
Dividend Reinvestment Plan
To reinvest your dividend, you will need to
sign up for the Dividend Reinvestment Plan
(DRIP). Terms and conditions of the DRIP
can be found at www.whitbread-shares.com
or can be requested from Link Group.
Forenquiries regarding the DRIP please
telephone +44 (0)344 855 2327.
Dividend payments by BACS
We can pay your dividends directly to
yourbank or building society account using
the Bankers’ Automated Clearing Service
(BACS). This means that your dividend will
be in your account on the same day we
make the payment. Your tax voucher will be
posted to your home address. If you would
like to use this method please ring the
registrars on +44 (0)344 855 2327.
As mentioned in the Chairman’s statement
on page 8, we would like to remind you that
cash dividend payments made by the
Company, starting with the interim
dividend, which was paid in December
2024, are now only made by electronic
means. We no longer be issue payments
bycheque.
If you haven’t already done so, you will
needto register your bank account details
to enable payment of cash dividends into
your bank account. You can do this using
one of the following methods:
• Via the Share Portal: www.signalshares.com.
If you have not previously registered with
theShare Portal, you will need your Investor
Code (a unique number that can be found on
shareholder correspondence, such as share
certificates or dividend tax confirmations).
Once registered, you will be able to register
your bank account details and obtain
dividend confirmations via the Share Portal.
You can also register a preference to receive
a notification by email that your cash
dividend has been paid into your
bankaccount.
• By calling MUFG Corporate Markets on
0371664 0300. If you are outside the United
Kingdom please call +44 371 664 0300.
Opening hours and call charges are as
stated earlier in this letter.
Shareholder FAQs
How can I find the current share price?
You can keep up to date with the current
share price on the Company’s website:
www.whitbread.co.uk.
I have lost my share certificate;
howcan I get a replacement?
If you have lost your certificate please
contact the Company’s registrars, MUFG
Corporate Markets, on the shareholder
helpline +44 (0)344 855 2327. They will be
able to assist you in arranging a replacement.
Am I entitled to shareholder benefits?
Shareholders with a holding of 64 shares or
more are eligible to receive a shareholder
benefits card. Those shareholders who
havepreviously registered to receive
theshareholder benefits card should
automatically have received the card with
the Annual Report and Accounts mailing.
Shareholders who wish to register for a card
can do so by contacting MUFG Corporate
Markets, whose contact details are shown
on page 239.
SHAREHOLDER SERVICES CONTINUED
Unsolicited mail
We are aware that some shareholders have
had occasion to complain of the use, by
outside organisations, of information
obtained from Whitbread’s share register.
Whitbread, like other companies, cannot
bylaw refuse to supply such information
provided that the organisation concerned
pays the appropriate statutory fee. If you
are a resident in the UK and wish to stop
receiving unsolicited mail then you should
register with the Mailing Preference
Service;you can register online:
www.mpsonline.org.uk.
Shareholder warning
Share and bond scams are often run from
‘boiler rooms’ where fraudsters cold-call
investors offering them worthless,
overpriced or even non-existent shares
orbonds. Boiler rooms use increasingly
sophisticated tactics to approach investors,
offering to buy or sell shares in a way that
will bring a huge return. However, victims
are often left out of pocket – sometimes
losing all of their savings or even their
family home. Even seasoned investors have
been caught out, with the biggest individual
loss recorded by the police being £6m.
Shareholders are advised to be wary of
unsolicited advice, offers to buy shares
atadiscount or offers of free Company
reports. If you receive any unsolicited
investment advice:
• make sure you get the correct name
ofthe person or organisation;
• check that it is properly authorised by the
FCA before getting involved by visiting
www.fca.org.uk and contact the firm
using the details on the register;
• report the matter to the FCA either
bycalling 0800 111 6768 or visiting
www.fca.org.uk/scams;
• if the calls persist, hang up; and
• REMEMBER, if it sounds too good
tobetrue, it probably is!
If you deal with an unauthorised firm, you
will not be eligible to receive payment
under the Financial Services Compensation
Scheme (FSCS) if things go wrong.
The FCA can be contacted by completing
an online form at www.fca.org.uk/scams or
you can call the FCA Consumer Helpline on
0800 111 6768 or Action Fraud on 0300 123
2040 (www.actionfraud.police.uk).
Details of any share dealing facilities that
the Company endorses will be included
inCompany mailings.
More detailed information on this or similar
activity can be found on the FCA website,
www.fca.org.uk/consumers.
Whitbread PLC’s commitment to environmental stewardship is reflected
in this Annual Report, which has been printed on Revive 100 Silk, which
is100% post-consumer recycled, FSC
®
certified and totally chlorine free
(TCF) paper. Printed in the UK by Park Communications using vegetable-
based inks, with 99% of dry waste being diverted from landfill. The printer
is a CarbonNeutral
®
company. Both the mill and the printer are certified to
ISO 14001 (Environmental Management System) and ISO 9001 (Quality
Management System).
CBP030553
Whitbread Court
Houghton Hall Business Park
Porz Avenue
Dunstable
Bedfordshire
LU5 5XE
www.whitbread.co.uk/investors
Whitbread PLC Annual Report and Accounts 2024/25